TELUS International (Cda) Inc. (Form: F-1, Received: 01/08/2021 17:15:17)

/s/ JEFFREY PURITT

Jeffrey Puritt

President and Chief Executive Officer

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INDEX TO FINANCIAL STATEMENTS

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As filed with the Securities and Exchange Commission on January 8, 2021.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TELUS International (Cda) Inc.
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant's name into English)


Province of British Columbia (State or other jurisdiction of incorporation or organization)		7374 (Primary Standard Industrial Classification Code Number)		98-1362229 (I.R.S. Employer Identification Number)

Floor 7, 510 West Georgia Street
Vancouver, BC V6B 0M3
(604) 695-3455
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Corporation Service Company
19 West 44th Street
Suite 200
New York, NY 10036

Telephone: 1-800-927-9800
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michel E. Belec
Chief Legal Officer
TELUS International (Cda) Inc.
Floor 7, 510 West Georgia Street
Vancouver, BC V6B 0M3


Lona Nallengara Jason Lehner Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022-6069 (212) 848-4000		Desmond Lee James Brown Osler, Hoskin & Harcourt LLP 100 King Street West, Suite 6200 Toronto, ON M5X 1B8, Canada (416) 362-2111		Andrew J. Foley Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 (212) 373-3000		Robert Carelli David Tardif Stikeman Elliott LLP 1155 René-Lévesque Blvd. West 41st Floor Montréal, QC H3B 3V2, Canada (514) 397-3000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging Growth Company ý

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

†: The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price(1)	Amount of registration fee(2)




Subordinate voting shares, no par value	$100,000,000	$10,910.00

(1): Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rules 457(o) under the Securities Act of 1933, as amended. Includes the subordinate voting shares that the underwriters have the option to purchase to cover over-allotments, if any.
(2): Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. Neither we nor the selling shareholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and neither we nor the selling shareholders are soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS (SUBJECT TO COMPLETION)—DATED , 2021

Shares

Subordinate Voting Shares

TELUS International (Cda) Inc. is offering of our subordinate voting shares. The selling shareholders named in this prospectus are offering of our subordinate voting shares. We will not receive any proceeds from the subordinate voting shares sold by the selling shareholders, including upon the sale of subordinate voting shares if the underwriters exercise their over-allotment option from any of the selling shareholders in this offering.

This is our initial public offering and no public market currently exists for our subordinate voting shares.

It is currently estimated that the initial public offering price will be between $ and $ per subordinate voting share.

Following this offering, our authorized share capital will include subordinate voting shares and multiple voting shares. The rights of the holders of subordinate voting shares and multiple voting shares are generally identical, except with respect to voting and conversion. The subordinate voting shares will have one vote per share and the multiple voting shares will have 10 votes per share. The subordinate voting shares are not convertible into any other class of shares, while the multiple voting shares are convertible into subordinate voting shares on a one-for-one basis at the option of the holder and automatically upon the occurrence of certain events. After giving effect to this offering, the subordinate voting shares will collectively represent % of our total issued and outstanding shares and % of the combined voting power attached to all of our issued and outstanding shares ( % and %, respectively, if the underwriters' over-allotment option is exercised in full) and the multiple voting shares will collectively represent % of our total issued and outstanding shares and % of the combined voting power attached to all of our issued and outstanding shares ( % and %, respectively, if the underwriters' over-allotment option is exercised in full).

After giving effect to this offering, TELUS Corporation will have % of the combined voting power attached to all of our issued and outstanding shares (and % if the underwriters' over-allotment option is exercised in full). We will be a "controlled company" under the corporate governance rules for New York Stock Exchange ("NYSE")-listed companies, and therefore we will be permitted to, and we intend to, elect not to comply with certain NYSE corporate governance requirements. See "Management—Controlled Company Exemption".

We have applied for listing of our subordinate voting shares on the NYSE and the Toronto Stock Exchange (the "TSX") under the symbol "TINT". Neither the NYSE nor the TSX has conditionally approved our listing application and there is no assurance that such exchange will approve the listing applications.

We are currently an "emerging growth company" under the U.S. federal securities laws, and as such, we have elected to comply with reduced reporting requirements for this prospectus, but we expect to no longer be an emerging growth company upon completion of this public offering.

Investing in our subordinate voting shares involves risks. See "Risk Factors" beginning on page 21.

PRICE $ PER SUBORDINATE VOTING SHARE

	Per subordinate voting share	Total




Initial public offering price	$	$

Underwriting discounts and commissions(1)	$	$

Proceeds, before expenses, to us	$	$

Proceeds, before expenses, to the selling shareholders	$	$

(1): See "Underwriting" for a description of the compensation payable to the underwriters.

We and the selling shareholders have granted the underwriters the right to purchase up to an additional subordinate voting shares from us and an additional subordinate voting shares from the selling shareholders solely to cover over-allotments.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the subordinate voting shares to purchasers on , 2021.


J.P. Morgan		Morgan Stanley
(*lead bookrunners listed in alphabetical order*)


Barclays		BofA Securities		CIBC Capital Markets


Citigroup		Credit Suisse		RBC Capital Markets		Baird		BMO Capital Markets


Scotiabank		TD		Wells Fargo Securities		William Blair


MUFG		National Bank of Canada Financial Markets

[LOGO]

Next-generationdigitally-led customerexperiences

At TELUS International, weempower the human experiencethrough digital enablement, agileand lean thinking, spiritedteamwork, and a caring culture thatputs customers and the value ofhuman connection first.Next-generationdigitally-led customerexperiencesAs a digital customer experience(CX) innovator we design, buildand deliver next-gen digitalsolutions for global and disruptivebrands enabling theirtransformation journeys for betterCX and business outcomes.

9M 2020 Pro Forma Revenue 600+ $1.4B Clients 9M 2020 YoY Pro Forma Revenue Growth 50 17% Delivery Centers 9M 2020 Pro Forma Net Income Margin 6% 20+ Countries 9M 2020 Pro Forma Adjust EBITDA Margin 22% ~50k Team Members Note: Pro forma nancial measures give effect to the acquisitions of CCC and Lionbridge. Please see “Unaudited Pro Forma Condensed Combined Consolidated Financial Information” in this prospectus for more information. 1. Refiects a comparison of pro forma revenue for the nine months ended September 30, 2020 and 2019. 2. Pro forma net income margin and pro forma adjusted EBITDA margin are calculated by dividing pro forma net income or pro forma adjusted EBITDA, as the case may be, by pro forma revenues arising from service contracts with customers—service. Pro forma adjusted EBITDA is a non-GAAP financial measure. For an explanation of this measure and a reconciliation to pro forma net income, the most comparable GAAP measure, see “Management Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures.” 3. As of September 20, 2020

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		Page

PROSPECTUS SUMMARY		1
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA		15
RISK FACTORS		21
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		70
INDUSTRY AND MARKET DATA		72
USE OF PROCEEDS		73
DIVIDEND POLICY		74
CAPITALIZATION		75
DILUTION		78
CCC		80
LIONBRIDGE AI		83
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION		88
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA		102
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		104
BUSINESS		140
MANAGEMENT		175
EXECUTIVE COMPENSATION		187
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		222
PRINCIPAL AND SELLING SHAREHOLDERS		227
DESCRIPTION OF CERTAIN INDEBTEDNESS		229
DESCRIPTION OF SHARE CAPITAL		231
SHARES ELIGIBLE FOR FUTURE SALE		243
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. PERSONS		245
CERTAIN CANADIAN INCOME TAX CONSIDERATIONS		249
UNDERWRITING		251
EXPENSES OF THIS OFFERING		266
LEGAL MATTERS		267
EXPERTS		267
ENFORCEMENT OF CIVIL LIABILITIES		267
WHERE YOU CAN FIND MORE INFORMATION		268
INDEX TO FINANCIAL STATEMENTS		F-1

We are responsible for the information contained in this prospectus and in any free writing prospectus we prepare or authorize. Neither we nor the selling shareholders nor the underwriters have authorized anyone to provide you with different information, and neither we nor the underwriters take responsibility for any other information others may give you. We, the selling shareholders and the underwriters are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information in this prospectus is only accurate as at the date of this prospectus. Our business, financial condition, results of performance and prospects may have changed since that date.

We use various trademarks, trade names and service marks in our business, including TELUS. For convenience, we may not include the ® or ™ symbols, but such omission is not meant to indicate that we would not protect our intellectual property rights to the fullest extent allowed by law. Any other trademarks, trade names or service marks referred to in this prospectus are the property of their respective owners.

Unless otherwise indicated or where the context requires otherwise, all references in this prospectus to the "Company", "TELUS International", "TI", "we", "us", "our" or similar terms refer

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to TELUS International (Cda) Inc. and its subsidiaries, including Triple C Holding GmbH (or any successor entity) ("Triple C Holding"). On December 16, 2020, Triple C Holding was merged into TELUS International Germany GmbH with TELUS International Germany GmbH as the surviving entity. All references in this prospectus to "TELUS" refer to TELUS Corporation and its subsidiaries other than TELUS International. All references in this prospectus to "Baring" refer to Baring Private Equity Asia. All references in this prospectus to "Competence Call Center" or "CCC" refer to the entirety of the assets and operations of Triple C Holding. All references to "Lionbridge AI" refer to the data annotation business of Lionbridge Technologies, Inc.

Until , 2021 (25 days after the date of this prospectus), all dealers that buy, sell or trade our subordinate voting shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Presentation of Financial Information

The financial statements of TELUS International and Triple C Holding included in this prospectus are presented in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board, ("IASB"). The financial statements of Lionbridge AI included in this prospectus are presented in accordance with generally accepted accounting principles in the United States ("U.S. GAAP").

The financial statements of the Company that are included in this prospectus consist of (i) consolidated statements of financial position as at December 31, 2019 and 2018, and the consolidated statements of income and other comprehensive income, changes in owners' equity, and cash flows, for each of the years in the three-year period ended December 31, 2019, and (ii) unaudited condensed interim consolidated statements of financial position as at September 30, 2020, and the unaudited condensed interim consolidated statements of income and other comprehensive income and cash flows for the three and nine months ended September 30, 2020 and 2019, and the unaudited condensed interim consolidated statement of changes in owners' equity for the nine months ended September 30, 2020 and 2019.

The financial statements of Triple C Holding that are included in this prospectus consist of (i) consolidated statements of financial position as at December 31, 2019 and 2018 and January 1, 2018 and as at September 30, 2019, and (ii) the consolidated statements of income and other comprehensive income, changes in owner's equity, and cash flows, for each of the years in the two-year period ended December 31, 2019 and for the nine months ended September 30, 2019 and 2018. We acquired Triple C Holding on January 31, 2020. References in this prospectus to the financial statements of CCC mean the financial statements of Triple C Holding. See "CCC" for more information.

The financial statements of Lionbridge AI that are included in this prospectus consist of (i) combined balance sheets as at December 31, 2019 and 2018 and combined statements of operations and comprehensive income, changes in parent company equity and cash flows for each of the years in the two-year period ended December 31, 2019 and (ii) unaudited condensed interim combined balance sheets as at September 30, 2020, and unaudited condensed interim combined statements of operations and comprehensive income, changes in parent company equity and cash flows for the nine months ended September 30, 2020 and 2019. We acquired Lionbridge AI from Lionbridge Technologies, Inc. on December 31, 2020. References in this prospectus to the financial statements of Lionbridge AI mean the financial statements of LBT Acquisition, Inc., the Lionbridge Technologies, Inc. entity that was formed to hold the Lionbridge AI business. See "Lionbridge AI" for more information.

The pro forma financial statements included in this prospectus reflect the acquisition of the entirety of CCC, which occurred on January 31, 2020, and the acquisition of Lionbridge AI, which occurred on December 31, 2020, as if the acquisitions had occurred on January 1, 2019, the beginning of the fiscal periods presented. For more information, see "Unaudited Pro Forma Condensed Combined Consolidated Financial Information".

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We and Lionbridge AI publish our consolidated financial statements in U.S. dollars and CCC's financial statements are published in euros. In this prospectus, unless otherwise specified, all monetary amounts are in U.S. dollars, all references to "US$", "$", "USD" and "dollars" mean U.S. dollars and all references to "C$", "CDN$" and "CAD$", mean Canadian dollars, and all references to "euro" and "€" mean the currency of the European Union.

Presentation of Share Information

In connection with this offering, our Class A, Class C and Class D common shares will be exchanged by the holders thereof for Class B and Class E common shares and we expect to redesignate our Class B common shares as multiple voting shares and our Class E common shares as subordinate voting shares, which subordinate voting shares will be issued by us in this offering. In addition, we expect to eliminate all of our previously outstanding series of Class A, Class C and Class D common shares and our authorized Class A and Class B preferred shares. See "Description of Share Capital". The subordinate voting shares to be sold by the selling shareholders as part of the offering will result from the conversion of Class E common shares into subordinate voting shares prior to the closing of the offering.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before deciding to invest in our subordinate voting shares, you should read this entire prospectus carefully, including the sections of this prospectus entitled "Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Unaudited Pro Forma Condensed Combined Consolidated Financial Information" and our consolidated financial statements and the related notes, and the financial statements and related notes of CCC and Lionbridge AI, contained elsewhere in this prospectus.

Our Company

We are a leading digital customer experience innovator that designs, builds and delivers next-generation solutions for global and disruptive brands. Our services support the full lifecycle of our clients' digital transformation journeys and enable them to more quickly embrace next-generation digital technologies to deliver better business outcomes. We work with our clients to shape their digital vision and strategies, design scalable processes and identify opportunities for innovation and growth. We bring to bear expertise in advanced technologies and processes, as well as a deep understanding of the challenges faced by all of our clients, including some of the largest global brands, when engaging with their customers. Over the last 15 years, we have built comprehensive, end-to-end capabilities with a mix of industry and digital technology expertise to support our clients in their customer experience and digital enablement transformations.

TELUS International was born out of an intense focus on customer service excellence, continuous improvement and a values-driven culture, under the ownership of TELUS Corporation, a leading communications and information technology company in Canada. Since our founding, we have made a number of significant organic investments and acquisitions, with the goal of better serving our growing portfolio of global clients. We have expanded our agile delivery model to access highly qualified talent in multiple geographies, including Asia-Pacific, Central America, Europe and North America and developed a broader set of complex, digital-centric capabilities.

We believe our ability to help clients realize better business outcomes begins with the talented team members we dedicate to supporting our clients because customer experience delivered by empathetic, highly skilled and engaged teams is key to providing a high-quality brand experience. We have a unique and differentiated culture that places people and a shared set of values at the forefront of everything we do. Over the past decade, we have made a series of investments in our people predicated upon the core philosophy that our "caring culture" drives sustainable team member engagement, retention and customer satisfaction.

We have expanded our focus across multiple industry verticals, targeting clients who believe exceptional customer experience is critical to their success. Higher growth technology companies, in particular, have embraced our service offerings and quickly become our largest and most important industry vertical. Today, we are a leading digital customer experience ("CX") innovator that designs, builds and delivers next-generation solutions for global and disruptive brands. We believe we have a category-defining value proposition with a unique approach to combining both digital transformation and CX capabilities.

We have built comprehensive, end-to-end capabilities with a mix of industry and digital technology expertise to support our clients in their customer experience and digital enablement journeys. Our services support the full scope of our clients' digital transformations and enable clients to more quickly embrace next-generation digital technologies to deliver better business outcomes. We provide strategy and innovation, next-generation technology and information technology ("IT") services, and CX process and delivery solutions to fuel our clients' growth. Our highly skilled and empathetic team members, together with our deep expertise in customer experience processes, next-generation technologies and expertise within our industry verticals, are core to our success. We combine these with our ability to

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discover, analyze and innovate with new digital technologies in our digital centers of excellence to continuously evolve and expand our solutions and services.

We have built an agile delivery model with global scale to support next-generation, digitally-led customer experiences. Substantially all of our delivery locations are connected through a carrier-grade infrastructure backed by cloud technologies, enabling globally distributed and virtualized teams. The interconnectedness of our teams and ability to seamlessly shift interactions between physical and digital channels enables us to tailor our delivery strategy to clients' evolving needs. We have almost 50,000 team members located in 50 delivery locations across over 20 countries. Our delivery locations are strategically selected based on a number of factors, including access to diverse, skilled talent, proximity to clients and ability to deliver our services over multiple time zones and in multiple languages. We have established a presence in key global markets, which supply us with qualified, cutting-edge technology talent and we have been recognized as an employer of choice in many of these markets.

Today, our clients include over 600 companies across high-growth verticals, including Tech and Games, Communications and Media, eCommerce and FinTech, Healthcare and Travel and Hospitality. Our relationship with TELUS, our largest client and controlling shareholder, has been instrumental to our success. TELUS provides significant revenue visibility, stability and growth, as well as strategic partnership with respect to co-innovation within our Communications and Media industry vertical. We have renewed our master services agreement with TELUS (the "TELUS MSA"). The renewed TELUS MSA provides for a new ten-year term commencing in January 2021, and for a minimum annual spend of $200.0 million, subject to adjustment in accordance with its terms. For more information, see "Certain Relationships and Related Party Transactions—Our Relationship with TELUS—Master Services Agreement".

For the years ended December 31, 2019, 2018 and 2017, our service revenues were $1,019.6 million, $834.6 million and $573.2 million, respectively, reflecting a compound annual growth rate of 34% over this period, and our pro forma service revenue for the year ended December 31, 2019, was $1,571.4 million. For the nine months ended September 30, 2020 and 2019, our service revenues were $1,139.3 million and $747.1 million, respectively and our pro forma service revenue for the nine months ended September 30, 2020 and 2019, was $1,350.1 million and $1,154.0 million, respectively. Our net income was $69.0 million, $47.1 million and $43.4 million for the years ended December 31, 2019, 2018 and 2017, respectively, and our pro forma net loss for the year ended December 31, 2019, was $1.6 million. Our net income for the nine months ended September 30, 2020 and 2019, was $81.9 million and $41.7 million, respectively, and our pro forma net income (loss) for the nine months ended September 30, 2020 and 2019, was $78.1 million and $(21.7) million, respectively. Our adjusted net income ("TI Adjusted Net Income") was $82.4 million, $65.4 million and $56.7 million for the years ended December 31, 2019, 2018 and 2017, respectively and our adjusted EBITDA ("TI Adjusted EBITDA") was $225.6 million, $146.7 million and $113.8 million, respectively. For the nine months ended September 30, 2020 and 2019, TI Adjusted Net Income was $94.4 million and $56.6 million, respectively, and TI Adjusted EBITDA for these periods was $262.2 million and $161.9 million, respectively. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures" for a reconciliation of TI Adjusted Net Income and TI Adjusted EBITDA to net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, and see "Unaudited Pro Forma Condensed Combined Consolidated Financial Information" for more information regarding our pro forma financial measures.

Industry Background

Technology, Innovation and Digital Enablement. Technology is transforming the way businesses interact with their customers at an accelerating pace and scale. Across industries, customer experience has become a critically important competitive differentiator. Businesses face pressure to engage with

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their customers across digital and human channels, and seek to do so by combining technology with authentic human experience.

Empowered and Engaged Customers. The pervasiveness of next-generation technologies, which enables always-on connections, access to information 24/7 and greater variety of choice, has encouraged customer empowerment and raised their expectations. Customers are increasingly choosing experience over product and price. Customer experience has become a key competitive advantage, and it is critical for companies to manage this by partnering with customer service experts to represent their valued brands.

Evolution of Customer Experience. Contact centers have evolved from single-point, voice-based interaction hubs to omnichannel points of customer engagement. Companies increasingly view these omnichannel points of engagement as opportunities to build customer loyalty and increase wallet share. As the quality of these interactions matters even more today, companies need engaged, experienced, empathetic and technology-savvy employees representing their brands in their customer interactions.

Importance of Building Trust and Security. Companies and brands operating in the global digital marketplace need to engender trust in their online offerings in order to provide a feeling of safety that encourages customers to communicate and transact more. Accurate and rapid identification of content that violates the criteria of these offerings is of critical importance as user-generated content continues to grow, and expert human intervention is needed to handle content and customer concerns with the highest complexity. Additionally, fraud, identity theft and asset appropriation have become more pervasive. Companies are looking for solutions to assist in responding to these challenges.

Challenges for Companies. To meet modern customer expectations, companies must provide an experience that is not only personalized and empathetic, but consistent and integrated across omnichannel touchpoints, whether human or digital. To enable this, companies need partners with expertise in advanced analytics, artificial intelligence ("AI") and machine learning techniques to analyze data. In order to deliver this experience, companies need to re-design and re-engineer their processes, which is best executed by customer experience strategy and design consulting, IT services and process experts.

Limitations of Incumbent Services Providers. Delivering best-in-class omnichannel customer experiences requires highly trained professionals working in concert with leading digital technologies. We believe that traditional consulting, digital IT services and customer care and business process outsourcing companies lack the right combination of people, capabilities and technology to help companies address the entire spectrum of designing, building and delivering integrated end-to-end customer experience systems.

Our Market Opportunity

Our solutions and services are relevant across multiple markets including IT services for digital transformation of customer experience systems ("DX") and digital customer experience management ("DCXM"). The worldwide market for DX was estimated by International Data Corporation ("IDC") to have been $147 billion in 2019. The worldwide market for DCXM was estimated by Everest Group to have been $6 billion in 2018. Digital transformation services are estimated by IDC to grow at a compound annual growth rate of 21% from 2019 through 2023. The DCXM market is estimated by Everest Group to grow at a compound annual growth rate of 20%-25% from 2018 through 2021. In addition to DCXM, the Everest Group estimates the content moderation market to have been a $1.5 billion to $2.0 billion market in 2018 and expects it to experience estimated growth of 40%-50% from 2018 through 2021.

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Our Approach

We are a leading digital customer experience innovator with a unique team culture and deep expertise in next-generation technologies and processes. We believe that our comprehensive capabilities and go-to-market strategy enable us to address our clients' varied needs in a flexible way that aligns with their objectives. Our focus on customer experience informs our approach to designing, building and delivering customer engagement and digital enablement solutions for our clients. We believe that customer experience delivered by empathetic, highly skilled and engaged teams is key to providing a high-quality brand experience to customers.

Our Competitive Strengths

We have distinguished ourselves by leveraging the following competitive strengths:

Cultural Differentiation. We have a unique and differentiated culture that places people and a shared set of values at the forefront of everything we do. We have carefully cultivated our caring culture over the last 15 years by ensuring alignment with our team members and clients alike. We believe continuously investing in our culture and operating as a socially responsible company builds stronger relationships with our clients and team members, and positively impacts the communities in which we operate.

Diverse Client Base Across Sectors. We partner with a diverse set of disruptive and established clients across our core industry verticals, including Tech and Games, Communications and Media, eCommerce and FinTech, Healthcare and Travel and Hospitality. Within some of these industry verticals, we serve clients across several high-growth sub-sectors.

Deep Domain Expertise. We have developed expertise serving clients in our core verticals and sub-sectors, many of which are leading broader technology disruption. By serving clients in these sectors over the course of many years, we have built an understanding of their unique, industry-specific challenges and digital transformation journeys, as well as the solutions and services to address them. For example, within the Communications and Media industry vertical, our client engagements support digital transformation and innovation across our clients' digital stack, operations support system and business support system, modernization and testing and engineering of 5G networks for services such as internet of things ("IoT"). In the Tech and Games industry vertical, we believe we have been at the forefront of helping social networks manage the rapidly expanding volume of user-generated content on their platforms. We use AI/ML-assisted solutions to help clients monitor content for compliance with local policies and regulations. Additionally, we have partnered with several leading Games clients to support the high player growth they have seen over the past several years by deploying player support solutions that are based on our deep understanding of "gamer culture".

Best-In-Class Technology and Processes. We rely on best-in-class technology to power everything we do. By virtue of our TELUS pedigree, we have built our business with a deep understanding of the importance of technological reliability and availability, fueling our "always-on" carrier-grade network infrastructure. This infrastructure is augmented by our next-generation private and public cloud-based architecture, which enables our complete suite of integrated digital services and enables us to be agile, efficient and scalable.

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Globally Scaled and Agile Delivery Model. Over several years we have built a differentiated global delivery model enabled by next-generation technology with the scale and agility needed to best serve our clients. The sophistication, agility and scale of our delivery capabilities enable us to tailor our delivery strategy and respond quickly to shifting client demand as well as idiosyncratic events by pivoting client solutions across multiple regions, time zones and channels. For example, during the COVID-19 pandemic, we were able to continuously serve our clients' needs despite the mandatory closure of many facilities.

Our Growth Strategy

We are dedicated to building on our current capabilities in digital transformation and customer experience management by deploying the following growth strategies:

Establish Relationships with New Clients. We target potential clients that value customer experience as a brand differentiator. We prioritize potential clients that are experiencing significant growth and require a partner capable of evolving with them.

Leverage Technology and Process to Drive Continuous Improvement. We strive to continuously optimize the overall efficiency of our organization, enhance operating leverage and margins and better serve our clients by investing in best-in-class technologies.

Enhance Core Capabilities with Strategic Acquisitions. We seek out acquisition opportunities that expand the breadth of our service offerings, enhance the depth of our digital IT capabilities and accelerate our presence in attractive industry verticals, while maintaining alignment with our culture.

Recent Developments

Acquisition of Lionbridge AI

Lionbridge AI is a market-leading global provider of crowd-based training data through various service offerings and the use of a proprietary annotation solution used in the development of artificial intelligence algorithms to power machine learning. Data annotation is the process of labeling data needed to train AI systems. Lionbridge AI annotates data in text, images, videos, and audio in more than 300 languages and dialects for some of North America's largest technology companies in social media, search, retail and mobile. Lionbridge AI has developed a proprietary data annotation solution of tools and processes that is used in combination with a flexible, crowdsourced community of over one million annotators, linguists and specialists across different languages, demographics and other characteristics across six continents. Lionbridge AI's solutions help improve data functionality and deliver secure, compliant, scalable and high-quality solutions for its clients. Lionbridge AI is headquartered in Waltham, Massachusetts.

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In connection with the acquisition, we, along with Lionbridge AI, submitted a declaration filing with the Committee on Foreign Investment in the United States ("CFIUS"). At the end of its 30-day assessment of the declaration filing, CFIUS requested that we file a joint voluntary notice pursuant to Section 721 of the Defense Production Act, which triggered an additional 45-day review period. CFIUS advised us that the additional review is not directed specifically at our acquisition of Lionbridge AI, but is focused on certain commercial relationships TELUS has with certain foreign network infrastructure vendors. We have submitted the requested joint notice filing and provided additional information requested by CFIUS staff. Based on our discussions with CFIUS staff, we determined we could close the acquisition of Lionbridge AI before the expiry of the 45-day period. The statutory review period for the joint voluntary notice expires in February 2021. While we expect that CFIUS will complete its review of the joint voluntary notice and clear our acquisition of Lionbridge AI without condition, CFIUS may request that we and TELUS make assurances regarding our use in the United States of certain network infrastructure equipment sold by foreign entities. TELUS International does not believe assurances of this nature, if requested, or other conditions that could be imposed by CFIUS, if imposed, will have a material impact on its business. See "Risk Factors—Risks Related to Our Acquisition of Lionbridge AI and its Business—Our acquisition of Lionbridge AI remains subject to review by CFIUS and we are not certain how the outcome of the review will impact our business".

We financed the acquisition with approximately $149.6 million in cash received from the issuance of 1,678,242 Class A common shares to TELUS, $80.4 million in cash received from the issuance of 901,101 Class B common shares to Baring and borrowings of $709.0 million under our credit agreement, of which $265.0 million was drawn on the term loan facilities, and the remainder on the revolving facilities.

For more information on Lionbridge AI, please see "Lionbridge AI."

Risk Factors Summary

Investing in our subordinate voting shares involves a high degree of risk. You should carefully consider the risks described in "Risk Factors" before making a decision to invest in our subordinate voting shares. If any of these risks actually occur, our business, financial condition and financial performance would likely be materially adversely affected. In such case, the trading price of our subordinate voting shares would likely decline and you may lose part or all of your investment. Below is a summary of some of the principal risks we face:

•: We face intense competition from companies that offer services similar to ours.
•: Our ability to grow and maintain our profitability could be materially affected if changes in technology and client expectations outpace our service offerings and the development of our internal tools and processes.
•: If we cannot maintain our culture as we grow, our services, financial performance and business may be harmed.
•: Our business and financial results could be adversely affected by economic and geopolitical conditions and the effects of these conditions on our clients' businesses and demand for our services.
•: Two clients account for a significant portion of our revenue and loss of or reduction in business from, or consolidation of, these or any other major clients could have a material adverse effect.
•: Our growth prospects are dependent upon attracting and retaining enough qualified team members to support our operations, as competition for highly skilled personnel is intense.
•: Our business and financial results have been, and in the future may be, adversely impacted by the COVID-19 pandemic.
•: Our recently completed acquisition of Lionbridge AI remains subject to CFIUS review.

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•: Our business would be adversely affected if individuals providing data annotation services through the crowdsourcing solutions we provide with our recently completed acquisition of Lionbridge AI were classified as employees and not as independent contractors.
•: We may be unable to successfully identify, complete, integrate and realize the benefits of acquisitions or manage the associated risks.
•: Cyber-attacks or unauthorized disclosure resulting in access to sensitive or confidential information and data of our clients or their end customers could have a negative impact on our reputation and client confidence.
•: Our business may not develop in ways that we currently anticipate due to negative public reaction to offshore outsourcing, proposed legislation or otherwise.
•: Our ability to meet the expectations of clients of our content moderation services may be adversely impacted due to factors beyond our control and our content moderation team members may suffer adverse emotional or cognitive effects in the course of performing their work.
•: The dual-class structure that will be contained in our articles has the effect of concentrating voting control and the ability to influence corporate matters with TELUS.
•: TELUS will, for the foreseeable future, control the direction of our business.
•: We have no history of operating as a separate, publicly-traded company.

Implications of Being an Emerging Growth Company and a Foreign Private Issuer

As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an "emerging growth company", as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

•: an exemption that allows us to include less than five years of selected financial data in connection with this offering; and
•: an exemption from the auditor attestation requirement on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act").

We may choose to take advantage of some, but not all, of these reduced requirements, and therefore the information that we provide holders of subordinate voting shares may be different than the information you might receive from other public companies in which you hold equity. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards applicable to public companies. We currently prepare our consolidated financial statements in accordance with IFRS as issued by the IASB, so we are unable to make use of the extended transition period. We will comply with new or revised accounting standards on or before the relevant dates on which adoption of such standards is required by the IASB.

We may take advantage of these provisions until we are no longer an emerging growth company. We will cease to be an emerging growth company upon the earliest of the following:

•: the last day of the first fiscal year in which our annual revenues were at least $1.07 billion;
•: the last day of the fiscal year following the fifth anniversary of this offering;
•: the date on which we have issued more than $1 billion of non-convertible debt securities over a three-year period; and

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•: the last day of the fiscal year during which we meet the following conditions: (i) the worldwide market value of our common equity securities held by non-affiliates as of our most recently completed second fiscal quarter is at least $700 million, (ii) we have been subject to U.S. public company reporting requirements for at least 12 months and (iii) we have filed at least one annual report as a U.S. public company.

We expect to cease to be an emerging growth company, and we expect to no longer be eligible to take advantage of these reduced requirements, upon completion of this initial public offering.

Upon the effectiveness of the registration statement of which this prospectus forms a part, we will report under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as a non-U.S. company with foreign private issuer status. As long as we continue to qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

•: the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;
•: the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and
•: the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission (the "SEC") of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.

In addition, we will not be required to file annual reports and financial statements with the SEC as promptly, or using the same forms, as U.S. domestic companies whose securities are registered under the Exchange Act, and are not required to comply with certain other rules and regulations under U.S. securities laws applicable to U.S. domestic companies whose securities are registered under the Exchange Act, including Regulation FD, which restricts the selective disclosure of material information.

Foreign private issuers are also exempt from certain more stringent executive compensation disclosure rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"). So long as we remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are not foreign private issuers.

Principal Shareholders

Immediately following the completion of this offering, TELUS will own % and Baring Private Equity Asia, a leading global private equity investor, will own % of the combined voting power of our multiple voting shares and subordinate voting shares. See "Risk Factors—Risks Related to Becoming a Public Company and Our Relationship with TELUS".

In connection with this offering, we, TELUS and Baring have entered or will enter into certain agreements. See "Certain Relationships and Related Party Transactions—Our Relationship with TELUS" and "Certain Relationships and Related Party Transactions—Our Relationship with TELUS and Baring". In particular, in connection with this offering, we intend to enter into a shareholders' agreement with TELUS and Baring that will provide that:

•: our board of directors will consist of eight directors at the time of this offering and will increase to 11 directors by the first anniversary of the offering;
•: we will agree to nominate individuals designated by TELUS as directors representing half of our eight-director board at the time of consummation of this offering, and a majority of the board upon appointment of a ninth director to our board and thereafter, for so long as TELUS continues to beneficially own at least 50% of the combined voting power of our outstanding

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multiple voting shares and subordinate voting shares. Should TELUS cease to own at least 50% of the combined voting power of our multiple voting shares and subordinate voting shares, we will agree to nominate such number of individuals designated by TELUS in proportion to its combined voting power for so long as TELUS continues to beneficially own at least 5% of the combined voting power of our outstanding multiple voting shares and subordinate voting shares, subject to a minimum of at least one director, and

•: we will agree to nominate two individuals designated by Baring as directors at the time of consummation of this offering, which will be reduced to one individual designated by Baring upon appointment of a ninth director to our board and thereafter, for so long as Baring continues to beneficially own at least 5% of the combined voting power of our multiple voting shares and subordinate voting shares.

The shareholders' agreement will also provide that, until TELUS ceases to hold at least 50% of the combined voting power of our multiple voting shares and subordinate voting shares, TELUS will have special shareholder rights related to certain matters including, among others, approving the selection, and the ability to direct the removal, of our CEO, approving the increase or decrease of the size of our board, approving the issuance of multiple voting shares and subordinate voting shares, approving amendments to our articles and authorizing the entry into a change of control transaction, disposing of all or substantially all of our assets, and commencing of liquidation, dissolution or voluntary bankruptcy or insolvency proceedings. In addition, the shareholders' agreement will provide that for so long as TELUS continues to beneficially own at least 50% of the combined voting power of our multiple voting shares and subordinate voting shares, TELUS will be entitled, but not obligated, to select the chair of the board and the chairs of the human resources and governance and nominating committees. The shareholders' agreement will also provide that, so long as TELUS or Baring, as applicable, is entitled to nominate at least one individual to our board, it will be entitled, but not obligated, to designate at least one nominee for appointment to each of our human resources committee and governance and nominating committee, subject to compliance with applicable securities laws and listing requirements of the NYSE and TSX. Also, our Chief Executive Officer will be nominated to the board of directors, in addition to directors nominated by TELUS and Baring. See "Certain Relationships and Related Party Transactions—Our Relationship with TELUS and Baring—Shareholders' Agreement".

Because TELUS will hold more than 50% of the combined voting power of our multiple voting shares and subordinate voting shares, we will be a "controlled company" under the corporate governance rules for NYSE-listed companies. Therefore, we will be permitted to, and we intend to, elect not to comply with certain NYSE corporate governance requirements. See "Management—Controlled Company Exemption".

So long as we remain a foreign private issuer, we will also continue to be exempt from some of the corporate governance standards that are applicable to U.S. domestic companies under the NYSE listing requirements.

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Corporate Structure

The following simplified diagrams illustrate our corporate structure and equity ownership immediately before and following the consummation of this offering, after giving effect to certain transactions to amend our share capital as further described in "Description of Share Capital—General" and assuming no exercise of the underwriters' over-allotment option. We directly or indirectly own 100% of all of our operating subsidiaries. Our delivery locations, from where team members serve our clients, are operated from subsidiaries located in the relevant jurisdiction.

(1): Consists of shares held by TELUS Communications, Inc., 1276431 B.C. Ltd., 1276433 B.C. Ltd., 1276435 B.C. Ltd., 1276436 B.C. Ltd., and TELUS International Holding Inc., each a wholly-owned subsidiary of TELUS.
(2): For a listing of our significant subsidiaries and their respective jurisdictions of formation or incorporation, see "Business—Corporate Structure".

Corporate Information

TELUS International (Cda) Inc. was incorporated under the Business Corporations Act (British Columbia) on January 2, 2016.

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Our headquarters and principal executive offices are located at Floor 7, 510 West Georgia Street, Vancouver, British Columbia, Canada V6B 0M3 and our telephone number is (604) 695-3455. Our website address is www.telusinternational.com. The information on or accessible through our website is not part of and is not incorporated by reference into this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only.

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The Offering


Subordinate voting shares offered by us		subordinate voting shares (or subordinate voting shares if the underwriters exercise their over-allotment option in full).
Subordinate voting shares offered by the selling shareholders		subordinate voting shares (or subordinate voting shares if the underwriters exercise their over-allotment option in full).
Subordinate voting shares to be outstanding after this offering		subordinate voting shares (or subordinate voting shares if the underwriters exercise their over-allotment option in full).
Multiple voting shares to be outstanding after this offering		multiple voting shares.
Over-allotment option to purchase additional subordinate voting shares		We and the selling shareholders have granted the underwriters an option, exercisable within 30 days from the date of the prospectus, to purchase up to an additional subordinate voting shares from us and up to an additional subordinate voting shares from the selling shareholders solely to cover over-allotments, if any, in connection with this offering.
Voting rights		Following this offering, we will have two classes of shares outstanding: multiple voting shares and subordinate voting shares. The rights of the holders of our multiple voting shares and subordinate voting shares are substantially identical, except with respect to voting and conversion.
		The subordinate voting shares will have one vote per share and the multiple voting shares will have 10 votes per share. See "Description of Share Capital—Authorized Share Capital".
		After giving effect to this offering, the subordinate voting shares will collectively represent % of our total issued and outstanding shares and % of the combined voting power attached to all of our issued and outstanding shares ( % and %, respectively, if the underwriters' over-allotment option is exercised in full) and the multiple voting shares will collectively represent % of our total issued and outstanding shares and % of the combined voting power attached to all of our issued and outstanding shares ( % and %, respectively, if the underwriters' over-allotment option is exercised in full).

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Conversion rights		The subordinate voting shares are not convertible into any other class of shares. The multiple voting shares are convertible into subordinate voting shares on a one-for-one basis at the option of the holder or upon the sale of multiple voting shares to an unaffiliated third party. Our articles will also provide that multiple voting shares will automatically convert into subordinate voting shares if such multiple voting shares are held by a person other than TELUS, Baring or their respective permitted holders. In addition, multiple voting shares held by TELUS or its respective permitted holders, and multiple voting shares held by Baring or its respective permitted holders, will automatically convert into subordinate voting shares if TELUS or Baring and their respective permitted holders, as applicable, no longer as a group beneficially own at least % or %, respectively, of our issued and outstanding multiple voting shares and subordinate voting shares on a combined basis. See "Description of Share Capital—Authorized Share Capital—Conversion".
Take-over bid protection		In accordance with applicable Canadian regulatory requirements designed to ensure that, in the event of a take-over bid, the holders of subordinate voting shares will be entitled to participate on an equal footing with holders of multiple voting shares, we will enter into the Coattail Agreement (as defined herein) with holders of multiple voting shares. The Coattail Agreement will contain provisions customary for dual-class corporations listed on the TSX, designed to prevent transactions that otherwise would deprive the holders of subordinate voting shares of rights under applicable take-over bid legislation in Canada to which they would have been entitled if the multiple voting shares had been subordinate voting shares. See "Description of Share Capital—Certain Important Provisions of our Articles and the BCBCA—Take-Over Bid Protection".
Use of proceeds		We estimate that the net proceeds to us from this offering will be approximately $ million, or approximately $ million if the underwriters exercise their over-allotment option in full, based on an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of subordinate voting shares in this offering by the selling shareholders, including upon the sale of subordinate voting shares if the underwriters exercise their over-allotment option from any of the selling shareholders in this offering.

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		We intend to use the net proceeds from this offering in order to repay outstanding borrowings under one or more revolving or term loan facilities of our credit agreement and for general corporate purposes. See "Use of Proceeds" for additional information.
Directed Share Program		At our request, the underwriters have reserved up to % of the subordinate voting shares to be sold by us and offered by this prospectus for sale, at the initial public offering price, to certain individuals, through a directed share program, including employees, directors and other persons associated with us who have expressed an interest in purchasing subordinate voting shares in the offering. The number of subordinate voting shares available for sale to the general public will be reduced by the number of reserved subordinate voting shares sold to these individuals. Any reserved subordinate voting shares not purchased by these individuals will be offered by the underwriters to the general public on the same basis as the other subordinate voting shares offered under this prospectus. See "Underwriting—Directed Share Program" for additional information.
Proposed NYSE and TSX trading symbol for our subordinate voting shares		"TINT".
Risk factors		You should carefully read the section entitled "Risk Factors" and other information included in this prospectus for a discussion of factors that you should consider before deciding to invest in our subordinate voting shares.

Unless we specifically state otherwise, all information in this prospectus assumes no exercise by the underwriters of their over-allotment option to purchase up to an additional subordinate voting shares from us and the selling shareholders.

The number of subordinate voting shares to be outstanding after this offering includes subordinate voting shares to be issued in this offering (assuming the underwriters do not exercise their over-allotment option) and excludes:

•: up to subordinate voting shares issuable upon the exercise of US dollar-denominated equity share option awards previously issued to certain of our executive officers and outstanding as of the date of this prospectus, at exercise prices ranging from $ to $ ; and
•: up to subordinate voting shares issuable pursuant to the compensation plans we intend to adopt in connection with the offering.

Upon completion of the offering, assuming no exercise of the over-allotment option by the underwriters, our issued and outstanding share capital will consist of subordinate voting shares and multiple voting shares.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables present summary historical consolidated financial data for our business. We have derived summary consolidated statements of income and other comprehensive income data for the years ended December 31, 2019, December 31, 2018, and December 31, 2017, and summary consolidated statements of financial position data as at December 31, 2019, and December 31, 2018, from our audited consolidated financial statements included in this prospectus. The consolidated statement of financial position as at December 31, 2017, is not included in this prospectus. The summary historical consolidated financial data for the years ended December 31, 2018, and December 31, 2017, have been presented without the retrospective application of IFRS 16 Leases and may not be comparable to the summary historical consolidated financial data for the year ended December 31, 2019. We have derived summary consolidated statements of income and other comprehensive income data for the nine months ended September 30, 2020, and September 30, 2019, and summary consolidated statements of financial position data as at September 30, 2020, from our unaudited condensed interim consolidated financial statements included in this prospectus.

The summary unaudited pro forma condensed combined consolidated statements of income for the nine months ended September 30, 2020 and 2019, and the year ended December 31, 2019, and the unaudited pro forma condensed interim consolidated statement of financial position data as at September 30, 2020, presented below have been derived from our unaudited pro forma condensed combined consolidated financial information included in this prospectus. The summary unaudited pro forma information set forth below reflects our historical combined financial information, as adjusted to give effect to the acquisitions of CCC and Lionbridge AI as if such acquisitions had occurred on January 1, 2019, the first day of our fiscal year ended December 31, 2019. The pro forma consolidated statement of financial position data only reflects, on a pro forma basis, adjustments for the acquisition of Lionbridge AI. The acquisition of CCC was completed on January 31, 2020, and therefore our consolidated statement of financial position as at September 30, 2020 already reflects the acquisition of CCC. The summary unaudited pro forma information has been presented for informational purposes only and do not purport to represent the actual results of operations that we, CCC and Lionbridge AI would have achieved had we been combined during the periods presented and are not intended to project the future results of operations that the combined company may achieve as a result of these acquisitions. For more information on CCC, see "CCC" and for more information on Lionbridge AI, see "Lionbridge AI".

We prepare our consolidated financial statements in accordance with IFRS as issued by the IASB. You should read this data together with our consolidated financial statements and related notes appearing elsewhere in this prospectus and the information under the captions "Capitalization", "Selected Historical Consolidated Financial Data", "Unaudited Pro Forma Condensed Combined Consolidated Financial Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations". Our historical results are not necessarily indicative of the results

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that should be expected in any future period, and our results for any interim period are not necessarily indicative of the results to be expected for a full year.

	Years Ended December 31												Nine Months Ended September 30

Consolidated Statements of Income Data:	Pro Forma 2019			2019			2018			2017			Pro Forma 2020			2020			Pro Forma 2019			2019
	($ in millions, except per share amounts and percentages)
Revenues
Revenues arising from service contracts with customers—service	$	1,571.4		$	1,019.6		$	834.6		$	573.2		$	1,350.1		$	1,139.3		$	1,154.0		$	747.1

Operating Expenses
Goods and services purchased		350.7			182.9			174.9			105.8			288.6			219.4			266.3			132.9
Employee benefits expense		929.3			630.4			522.5			366.5			793.0			708.0			686.5			463.5
Depreciation		85.5			73.1			31.3			25.4			73.9			72.6			62.3			53.1
Amortization of intangible assets		133.0			19.1			18.2			6.8			102.4			59.7			99.9			14.4

Total Operating Expenses		1,498.5			905.5			746.9			504.5			1,257.9			1,059.7			1,115.0			663.9

Operating Income		72.9			114.1			87.7			68.7			92.2			79.6			39.0			83.2
Changes in business combination-related provisions		(14.6	)		(14.6	)		(12.6	)		—			(73.4	)		(73.4	)		(2.5	)		(2.5	)
Interest expense		66.3			36.3			23.2			10.1			52.8			34.3			49.3			28.0
Foreign exchange		(3.7	)		(2.6	)		8.1			(0.5	)		2.2			2.2			(3.1	)		(2.3	)

Income Before Income Taxes		24.9			95.0			69.0			59.1			110.6			116.5			(4.7	)		60.0
Income taxes		26.5			26.0			21.9			15.7			32.5			34.6			17.0			18.3

Net Income	$	(1.6	)	$	69.0		$	47.1		$	43.4		$	78.1		$	81.9		$	(21.7	)	$	41.7



Net Income Per Common Share
Basic	$	(0.03	)	$	1.64		$	1.12		$	1.09		$	1.49		$	1.66		$	(0.42	)	$	0.99
Diluted	$	(0.03	)	$	1.63		$	1.12		$	1.09		$	1.48		$	1.65		$	(0.42	)	$	0.99
Other Data
TI Adjusted Net Income(1)	$	133.2		$	82.4		$	65.4		$	56.7		$	100.4		$	94.4		$	94.6		$	56.6
TI Adjusted Basic Earnings per Share(1)	$	2.60		$	1.95		$	1.56		$	1.42		$	1.91		$	1.91		$	1.84		$	1.34
TI Adjusted Diluted Earnings per Share(1)	$	2.59		$	1.95		$	1.56		$	1.41		$	1.90		$	1.90		$	1.84		$	1.34
TI Adjusted EBITDA(2)	$	358.1		$	225.6		$	146.7		$	113.8		$	296.2		$	262.2		$	259.4		$	161.9
Cash provided by operating activities		N/A		$	141.6		$	93.5		$	90.9			N/A		$	161.3			N/A		$	94.0
TI Free Cash Flow(3)		N/A		$	78.8		$	43.0		$	49.5			N/A		$	112.2			N/A		$	47.4
TI Organic Revenue(4)		N/A		$	1,005.6		$	607.2		$	533.5			N/A		$	811.0			N/A		$	733.1
TI Gross Profit Margin(5)		N/A			33.2	%		32.4	%		33.5	%		N/A			31.4	%		N/A			32.8	%
TI Adjusted Gross Profit Margin (%)(5)		N/A			42.3	%		38.3	%		39.1	%		N/A			43.0	%		N/A			41.8	%

									As at September 30

	As at December 31						Pro Forma as at September 30, 2020		As at September 30
Consolidated Statement of Financial Position Data:	2019		2018		2017		Pro Forma as at September 30, 2020		2020
	($ in millions)
Cash and temporary investments, net	$	79.5	$	65.6	$	85.4	$	138.9	$	138.9
Property, plant and equipment, net		301.0		115.2		103.5		369.5		366.7
Intangible assets, net		89.7		104.8		35.0		1,289.6		646.6
Goodwill, net		418.4		421.2		228.8		1,466.2		1,003.9
Total assets		1,169.0		909.1		601.9		3,725.4		2,575.5
Current maturities of long-term debt		42.8		6.0		6.0		90.2		77.0
Long-term debt		477.7		302.0		264.3		1,768.7		1,070.4
Total liabilities		923.2		712.4		502.1		2,775.1		1,831.4
Common equity		245.8		196.7		99.8		950.3		744.1
Total liabilities and owners' equity		1,169.0		909.1		601.9		3,725.4		2,575.5

(1): TI Adjusted Net Income, TI Adjusted Basic Earnings per Share and TI Adjusted Diluted Earnings per Share. We regularly monitor TI Adjusted Net Income, adjusted basic earnings per share ("TI Adjusted Basic EPS") and adjusted diluted earnings per share ("TI Adjusted Diluted EPS"), which are non-GAAP financial measures, as they are useful for management and investors to better understand our ability to manage operational costs, to evaluate our operating performance, and to facilitate a period-over-period comparison of our results. We calculate TI Adjusted Net Income by excluding changes in business combination-related provisions, restructuring and other costs, share-based compensation

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expense, foreign exchange gain/loss and amortization of purchased intangible assets, and the related tax impacts of these adjustments, from net income, the most directly comparable GAAP measure. Changes in business combination-related provisions, share based compensation expense, foreign exchange gain/loss and amortization of purchased intangible assets are non-cash items and we do not consider these excluded items to be indicative of our operating performance. Restructuring and other costs are largely comprised of business acquisition costs and integration expenses that are not reflective of our ongoing operations. We calculate TI Adjusted Basic EPS by dividing the TI Adjusted Net Income by the basic total weighted average number of common shares outstanding during the period. We calculate TI Adjusted Diluted EPS by dividing the TI Adjusted Net Income by the diluted total weighted average number of common shares outstanding during the period. TI Adjusted Diluted EPS is calculated to give effect to share option awards and restricted share units.

	Years Ended December 31												Nine Months Ended September 30

	Pro Forma 2019(a)			2019			2018			2017			Pro Forma 2020(a)			2020			Pro Forma 2019(a)			2019
	($ in millions, except per share amounts)
Net income	$	(1.6	)	$	69.0		$	47.1		$	43.4		$	78.1		$	81.9		$	(21.7	)	$	41.7
Add back (deduct):
Changes in business combination-related provisions(b)		(14.6	)		(14.6	)		(12.6	)		—			(73.4	)		(73.4	)		(2.5	)		(2.5	)
Restructuring and other costs(c)		52.9			6.1			3.7			8.9			10.2			33.2			50.8			4.0
Share-based compensation expense(d)		13.8			13.2			5.8			4.0			17.5			17.1			7.4			7.2
Foreign exchange (gain) loss(e)		(3.7	)		(2.6	)		8.1			(0.5	)		2.2			2.2			(3.1	)		(2.3	)
Amortization of purchased intangible assets(f)		127.9			14.9			14.7			3.2			96.3			53.6			96.0			11.1
Tax effect of the adjustments above		(41.5	)		(3.6	)		(1.4	)		(2.3	)		(30.5	)		(20.2	)		(32.3	)		(2.6	)

TI Adjusted Net Income	$	133.2		$	82.4		$	65.4		$	56.7		$	100.4		$	94.4		$	94.6		$	56.6



TI Adjusted Basic Earnings per Share(g)	$	2.60		$	1.95		$	1.56		$	1.42		$	1.91		$	1.91		$	1.84		$	1.34

TI Adjusted Diluted Earnings per Share(g)	$	2.59		$	1.95		$	1.56		$	1.41		$	1.90		$	1.90		$	1.84		$	1.34

(a): The Lionbridge AI net income component of pro forma TI Adjusted Net Income, TI Adjusted Basic EPS and TI Adjusted Diluted EPS includes shared cost allocations from the parent company of approximately $22 million in 2019 and approximately $18 million in 2018. We anticipate the equivalent costs to be approximately $10 million to operate Lionbridge AI as a standalone entity on a full year basis.
(b): Changes in business combination-related provisions is largely comprised of non-cash accounting gains recognized on the revaluation and settlement of provisions for written put option liabilities to acquire the remaining non-controlling interests in our subsidiaries.
(c): Restructuring and other costs are largely comprised of business acquisition costs and integration expenses, which include goods and services purchased and employee benefit expenses that are not reflective of our ongoing operations. These costs are dependent on a number of factors and are generally inconsistent in amount and frequency, as well as significantly impacted by the timing and size of related acquisitions. Additionally, the size, complexity and volume of past acquisitions, which often drives the magnitude of acquisition related costs, may not be indicative of the size, complexity and volume of future transactions. These costs are included in our operating results, as set out in the following table:

	Years Ended December 31								Nine Months Ended September 30

	Pro Forma 2019		2019		2018		2017		Pro Forma 2020		2020		Pro Forma 2019		2019
	($ in millions)
Goods and services purchased	$	52.6	$	5.8	$	0.6	$	7.7	$	7.5	$	30.5	$	50.7	$	3.9
Employee benefits expense		0.3		0.3		3.1		1.2		2.7		2.7		0.1		0.1

Restructuring and other costs	$	52.9	$	6.1	$	3.7	$	8.9	$	10.2	$	33.2	$	50.8	$	4.0

(d): We exclude share-based compensation expense because it is a non-cash charge and the changes in the value of the Company may have a significant impact on share-based compensation expense in any given period, which can prevent a comparison of our operating results among the periods.
(e): We exclude foreign exchange adjustments because it allows for comparison of operating results among the periods, without regard to fluctuations in the foreign exchange rates to which we have exposure and which result in fluctuations that are not reflective of the underlying performance of our business.

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(f): We exclude amortization of purchased intangible assets because this is a non-cash charge and it allows management and investors to evaluate our operating results as if these assets had been developed internally rather than acquired in a business combination. We do not exclude the revenue generated by such purchased intangible assets from our revenues and, as a result, TI Adjusted Net Income includes revenue generated, in part, by such purchased intangible assets.
(g): The following table presents reconciliations of the denominators of the basic and diluted per share computations.

	Years Ended December 31								Nine Months Ended September 30

	Pro Forma 2019		2019		2018		2017		Pro Forma 2020		2020		Pro Forma 2019		2019
Basic total weighted average number of common shares outstanding		51,272,968		42,151,421		41,931,848		40,000,000		52,473,600		49,279,664		51,272,968		42,151,421
Effect of dilutive securities
Share option awards		139,801		139,801		89,310		72,809		311,538		311,538		114,608		114,608

Diluted total weighted average number of common shares outstanding		51,412,769		42,291,222		42,021,158		40,072,809		52,785,138		49,591,202		51,387,576		42,266,029

(2): TI Adjusted EBITDA. We regularly monitor TI Adjusted EBITDA, which is a non-GAAP financial measure, because this is a key measure regularly used by management to evaluate our business performance. As such, we believe it is useful to investors in understanding and evaluating the performance of our business. This measure excludes from net income non-cash items and items that do not reflect the underlying performance of our business and should not, in our opinion, be considered in a valuation metric, or should not be included in an assessment of our ability to service or incur debt. These items were added back for the same reasons described above in TI Adjusted Net Income. TI Adjusted EBITDA should not be considered an alternative to net income in measuring our performance, and it should not be used as an exclusive measure of cash flow. We believe a net income measure that excludes these non-cash items and items that do not reflect the underlying performance of our business is more reflective of underlying business trends, our operational performance and overall business strategy.

	Years Ended December 31												Nine Months Ended September 30

	Pro Forma 2019(e)			2019			2018			2017			Pro Forma 2020(e)			2020			Pro Forma 2019(e)			2019
	($ in millions)
Net income	$	(1.6	)	$	69.0		$	47.1		$	43.4		$	78.1		$	81.9		$	(21.7	)	$	41.7
Add back (deduct):
Changes in business combination-related provisions(a)		(14.6	)		(14.6	)		(12.6	)		—			(73.4	)		(73.4	)		(2.5	)		(2.5	)
Interest expense		66.3			36.3			23.2			10.1			52.8			34.3			49.3			28.0
Foreign exchange(b)		(3.7	)		(2.6	)		8.1			(0.5	)		2.2			2.2			(3.1	)		(2.3	)
Income taxes		26.5			26.0			21.9			15.7			32.5			34.6			17.0			18.3
Depreciation and amortization		218.5			92.2			49.5			32.2			176.3			132.3			162.2			67.5
Share-based compensation expense(c)		13.8			13.2			5.8			4.0			17.5			17.1			7.4			7.2
Restructuring and other costs(d)		52.9			6.1			3.7			8.9			10.2			33.2			50.8			4.0

TI Adjusted EBITDA	$	358.1		$	225.6		$	146.7		$	113.8		$	296.2		$	262.2		$	259.4		$	161.9

(a): Changes in business combination-related provisions is largely comprised of non-cash accounting gains recognized on the revaluation and settlement of provisions for written put option liabilities to acquire the remaining non-controlling interests in our subsidiaries.
(b): We exclude foreign exchange adjustments because we believe such exclusion allows for comparison of our operating results among the periods, without regard to fluctuations in the foreign exchange rates to which we have exposure as these fluctuations are not reflective of the underlying performance of our business.
(c): We exclude share-based compensation expense because it is a non-cash charge and the changes in the value of the Company may have a significant impact on share-based compensation expense in any given period, which can prevent a comparison of our operating results among the periods.
(d): Restructuring and other costs are largely comprised of business acquisition costs and integration expenses, which include goods and services purchases and employee benefit expenses that are not reflective of our ongoing operations. These costs are dependent on a number of factors and are generally inconsistent in amount and frequency, as well as significantly impacted by the timing and size of related acquisitions. Additionally, the size, complexity and volume of

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past acquisitions which often drives the magnitude of acquisition related costs, may not be indicative of the size, complexity and volume of future transactions. These costs are included in our operating results as set out in the following table:

(e): The Lionbridge AI component of pro forma TI Adjusted EBITDA includes shared cost allocations from the parent company of approximately $22 million in 2019 and approximately $18 million in 2018. We anticipate the equivalent costs to be approximately $10 million to operate Lionbridge AI as a standalone entity on a full year basis.

	Years Ended December 31								Nine Months Ended September 30

	Pro Forma 2019		2019		2018		2017		Pro Forma 2020		2020		Pro Forma 2019		2019
	($ in millions)
Goods and services purchased	$	52.6	$	5.8	$	0.6	$	7.7	$	7.5	$	30.5	$	50.7	$	3.9
Employee benefits expense		0.3		0.3		3.1		1.2		2.7		2.7		0.1		0.1

Restructuring and other costs	$	52.9	$	6.1	$	3.7	$	8.9	$	10.2	$	33.2	$	50.8	$	4.0

(3): TI Free Cash Flow. We use free cash flow ("TI Free Cash Flow"), which is a non-GAAP financial measure, and ratios based on it, to conduct and evaluate our business because, although it is similar to cash provided by operating activities, we believe it is a more conservative measure of cash flows since capital expenditures are a necessary component of our ongoing operations and our liquidity assessment. We calculate TI Free Cash Flow by excluding capital expenditures from cash provided by operating activities.

	Years Ended December 31									Nine Months Ended September 30

	2019			2018			2017			2020			2019
	($ in millions)
Cash provided by operating activities	$	141.6		$	93.5		$	90.9		$	161.3		$	94.0
Less: capital expenditures		(62.8	)		(50.5	)		(41.4	)		(49.1	)		(46.6	)

TI Free Cash Flow	$	78.8		$	43.0		$	49.5		$	112.2		$	47.4

(4): TI Organic Revenue. We regularly monitor organic revenue ("TI Organic Revenue"), which is a non-GAAP financial measure, as it is a useful measure for management and investors to understand and evaluate how we are integrating our acquisitions and to facilitate a year-over-year comparison of our results. TI Organic Revenue excludes revenue arising from contracts with customers-service ("service revenue") generated from our acquisitions in the twelve-month period after the date of each acquisition ("TI Acquisition Revenue"). We calculate year-over-year growth in TI Organic Revenue as TI Organic Revenue in the current year less service revenue in the prior year divided by service revenue in the prior year, which in 2019 was 20% and 2018 was 6%.

	Years Ended December 31									Nine Months Ended September 30

	2019			2018			2017			2020			2019
	($ in millions)
Revenues arising from contracts with customers—service	$	1,019.6		$	834.6		$	573.2		$	1,139.3		$	747.1
Less: TI Acquisition Revenue		(14.0	)		(227.4	)		(39.7	)		(328.3	)		(14.0	)

TI Organic Revenue	$	1,005.6		$	607.2		$	533.5		$	811.0		$	733.1

(5): TI Adjusted Gross Profit and TI Adjusted Gross Profit Margin. Gross profit excluding depreciation and amortization ("TI Adjusted Gross Profit") and adjusted gross profit margin ("TI Adjusted Gross Profit Margin") are useful measures for management and investors alike to assess how efficiently we are servicing our clients and to be able to evaluate the growth in our cost base, excluding depreciation and amortization, as a percentage of revenue. We calculate TI Adjusted Gross Profit by excluding depreciation and amortization from the nearest GAAP measure, gross profit. We exclude depreciation and amortization expense because the timing of the underlying capital expenditures and other investing activities do not correlate directly with the revenue from contracts with clients in a given reporting period. TI Adjusted Gross Profit subtracts from revenue delivery costs including salaries, bonuses, fringe benefits, contractor fees and client-related travel costs for our team members who are assigned to client queues as well as licensing fees, network infrastructure costs and facilities costs required to service our clients. We calculate TI Gross Profit Margin as gross profit divided by service revenue

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arising from contracts with clients. We calculate TI Adjusted Gross Profit Margin as TI Adjusted Gross Profit divided by service revenue arising from contracts with clients.

	Years Ended December 31									Nine Months Ended September 30

	2019			2018			2017			2020			2019
	($ in millions, except percentages)
Revenues arising from contracts with customers—service	$	1,019.6		$	834.6		$	573.2		$	1,139.3		$	747.1
Less: Operating expenses		(905.5	)		(746.9	)		(504.5	)		(1,059.7	)		(663.9	)
Add back: Indirect and administrative expenses		224.7			182.4			123.2			277.7			161.5

Gross profit ($)		338.8			270.1			191.9			357.3			244.7
Add back: Depreciation and amortization		92.2			49.5			32.2			132.3			67.5

TI Adjusted Gross Profit ($)	$	431.0		$	319.6		$	224.1		$	489.6		$	312.2



TI Gross Profit Margin (%)		33.2	%		32.4	%		33.5	%		31.4	%		32.8	%



TI Adjusted Gross Profit Margin (%)		42.3	%		38.3	%		39.1	%		43.0	%		41.8	%

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RISK FACTORS

This offering and investing in our subordinate voting shares involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this prospectus, including our consolidated financial statements and the related notes appearing at the end of this prospectus, before deciding to invest in our subordinate voting shares. Other risks and uncertainties that we do not presently consider to be material, or of which we are not presently aware, may become important factors that affect our future financial condition and financial performance. If any of those or the following risks actually occur, our business, financial condition, financial performance, liquidity and prospects could suffer materially, the trading price of our subordinate voting shares could decline and you could lose all or part of your investment. See also "Special Note Regarding Forward-Looking Statements".

Risks Related to Our Business

We face intense competition from companies that offer services similar to ours. If we are unable to differentiate to compete effectively, our business, financial performance, financial condition and cash flows could be materially adversely impacted.

The market for the services we offer is very competitive and we expect competition to intensify and increase from a number of our existing competitors, including professional services companies that offer consulting services, information technology companies with digital capabilities, and traditional contact center and business process outsourcing ("BPO") companies that are expanding their capabilities to offer higher-margin and higher-growth digital services. In addition, the continued digital expansion of the services we offer and the markets we operate in will result in new and different competitors, many of which may have significantly greater market recognition than we do in the markets we are entering, as well as increased competition with existing competitors who are also expanding their services to cover digital capabilities.

Many of these existing and new competitors have greater financial, human and other resources, greater technological expertise, longer operating histories and more established relationships in the verticals that we currently serve or may expand to serve in the future. In addition, some of our competitors may enter into strategic or commercial relationships among themselves or with larger, more established companies in order to increase their ability to address client needs or enter into similar arrangements with potential clients. In addition, we compete with other service providers for talent in some of the regions in which we operate, particularly where access to a qualified workforce is limited, which can impact our talent recruitment efforts and increase our attrition and labor cost. We also face competition from service providers that operate in countries where we do not have delivery locations because our clients may, to diversify geographic risk and for other reasons, seek to reduce their dependence on any one country by shifting work to another country in which we do not operate. All of these factors present challenges for us in retaining and growing our business.

From time to time, our clients who currently use our services may determine that they can provide these services in-house. As a result, we face the competitive pressure to continually offer our services in a manner that will be viewed by our clients as better and more cost-effective than what they could provide themselves.

Our inability to compete successfully against companies that offer services similar to ours and to offer our clients a compelling alternative to taking the services we provide in-house could result in increased client churn, revenue loss, pressures on recruitment and retention of team members, service price reductions and increased marketing and promotional expenses, or reduced operating margins which could have a material adverse effect on our business, financial performance, financial condition and cash flows.

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Our ability to grow and maintain our profitability could be materially affected if changes in technology and client expectations outpace our service offerings and the development of our internal tools and processes, which could have a material adverse effect on our business, financial performance, financial condition and cash flows.

Our growth, profitability and the diversity of our revenue sources will depend on our ability to develop and adopt new technologies to expand our existing offerings, proactively identify new revenue streams and improve cost efficiencies in our operations, all while meeting rapidly evolving client expectations. Although we are focused on maintaining and enhancing the range of our digital offerings, we may not be successful in anticipating or responding to our clients' expectations and interests in adopting evolving technology solutions and the integration of these technology solutions into our offerings may not achieve the intended enhancements or cost reductions in our operations. New services and technologies offered by our competitors may make our service offerings uncompetitive, which may reduce our clients' interest in our offerings and our ability to attract new clients. Our failure to innovate, maintain technological advantages or respond effectively and timely to changes in technology could have a material adverse effect on our business, financial performance, financial condition and cash flows.

If we fail to establish our digital brand and successfully market our digital service offerings, our growth prospects, anticipated business volumes and financial performance may be adversely affected.

Certain of our existing clients and potential new clients may only know us for our voice-based customer support services. Our ability to realize our digital first strategy and increase revenue across our core verticals, including Tech and Games, Communications and Media, eCommerce and FinTech, Healthcare and Travel and Hospitality, depends on our promotion of our ability to provide digital services in these areas to existing and potential clients. If we are not successful in establishing our digital brand and marketing our expanded service offerings to our existing and potential clients, our ability to shift our existing clients into more profitable digital services and attract new clients to these service offerings may be limited, which may adversely affect our growth prospects and anticipated business volumes and financial performance.

If we cannot maintain our culture as we grow, our services, financial performance and business may be harmed.

We believe that our unique customer first and caring culture has led to our ability to attract and retain a highly skilled, engaged and motivated workforce. This has driven our strong client retention and the higher satisfaction scores we receive from our clients' customers, which has, in part, been responsible for our growth and differentiation in the marketplace. It may become more difficult for us to maintain a culture that supports our success if we continue to evolve our products and services, grow into new geographies, open new delivery locations, increase the number of team members and acquire new companies. If our unique culture is not maintained, our ability to attract and retain highly skilled team members and clients across our core verticals may be adversely impacted, and our operational and financial results may be negatively affected.

If we fail to maintain a consistently high level of service experience and implement and communicate high quality corporate sustainability and social purpose activities, our ability to attract new and retain existing clients and team members could be adversely affected.

Our clients' loyalty, likelihood to expand the services that they use with us and the likelihood to recommend us is dependent upon our ability to provide a service experience that meets or exceeds our clients' expectations and that is differentiated from our competitors. Our ability to attract new clients, retain our existing clients and attract and retain team members is highly dependent on the satisfaction ratings that our clients provide about us and the satisfaction ratings that our clients receive from their

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customers based on the services we provide, all of which affects our reputation. We believe our focus on client experience is critical to attracting new clients and retaining and growing our business with our existing clients. If we are unable to maintain a consistently high level of service, our clients could change service providers, our revenues and profitability could be negatively impacted, and our reputation could suffer.

In addition, the corporate sustainability and social purpose activities in which we are involved also assist us in attracting and retaining clients. The corporate sustainability and social purpose activities that we are involved in are important to our company and are a part of our culture, and thus it is also becoming a differentiating factor for clients in selecting a service provider. More and more companies, including many of our clients, are demanding that their service providers embody corporate sustainability and social purpose goals that reflect their own brand image and are consistent with the ones their customers and other stakeholders have adopted. If we are unable to meet or exceed the evolving expectations of our clients in these areas or implement high quality corporate sustainability and social purpose activities on a timely basis, and effectively communicate them to our clients, our reputation may suffer, which may negatively impact our ability to attract new and retain existing clients. Our corporate sustainability and social purpose activities are also important to our team members, and our failure to meet or exceed the evolving expectations of our team members in these areas could have adverse impacts on our ability to attract and retain talent upon which our service offerings depend. As a result, we have in the past invested significant resources in developing and maintaining our corporate sustainability and social purpose activities, and the required levels of such investments may increase in the future as such activities become increasingly important to our clients and team members, which would increase our costs and may adversely affect our financial performance and cash flows.

Although we strive to implement a "customer-first" culture, any failure to maintain a consistently high level of customer service, or a market perception that we do not maintain high-quality customer service, or a failure to communicate effectively or meet our clients' and team members' expectations about our corporate sustainability and social purposes initiatives, could adversely affect our ability to attract new clients and retain existing clients, and increase attrition and other costs associated with retaining talent, all of which could have a material adverse effect on our business, financial performance, financial condition and cash flows.

Our business and financial results could be adversely affected by economic and geopolitical conditions and the effects of these conditions on our clients' businesses and levels of business activity, demand for our services, as well as our and our clients' liquidity and access to capital.

The COVID-19 pandemic has caused, and is likely to continue to cause, additional slowdown in the global economy, as is evidenced by the recent declines in investments, exports and industrial production. The global spread of COVID-19 has created, and is likely to continue to create, significant volatility, uncertainty and economic disruption. In addition, volatility in the domestic politics of major markets may lead to changes in the institutional framework of the international economy. For further information, see "—Our business and financial results have been, and in the future may be, adversely impacted by the COVID-19 pandemic".

The global economy has entered into a deep recessionary period and there continue to be similar signs of continued economic slowdown and weakness around the world. Globally, countries may require additional financial support, sovereign credit ratings may continue to decline and there may be default on sovereign debt obligations of certain countries. Any of these global economic conditions may increase the cost of borrowing and cause credit to become more limited, which could have a material adverse effect on our business, financial condition, financial performance and cash flows.

Changes in the general level of economic activity, such as decreases in business and consumer spending, could result in a decrease in demand for the products and services that our clients provide to

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their customers, and consequently reduce our clients' demand for our services, which would reduce our revenue. Economic and political uncertainty could undermine business confidence and cause potential new clients to delay engaging us and our existing clients to reduce or defer their spending on our services or reduce or eliminate spending under existing contracts with us. These developments, or the perception that any of them could occur, have had and may continue to have a material adverse effect on global economic conditions and the stability of global financial markets. For example, the withdrawal of the United Kingdom from the European Union in January 2020, commonly referred to as "Brexit", has created significant political and economic uncertainty regarding the future trading relationship between the United Kingdom and the European Union. These and other economic and geopolitical conditions may affect our business in a number of ways, as we have operations in over 20 countries and we service clients across multiple geographic regions. If any of these conditions affect the countries in which our largest clients, including TELUS, are located or conduct their business, we may experience reduced demand for and pricing pressure on our services, which could lead to a reduction in business volumes and could adversely affect financial performance.

The cost and availability of credit has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads. The current global economic slowdown and the possibility of continued turbulence or uncertainty in the European Union, United States, countries in Asia and international financial markets and economies, and the political climate in the United States, may adversely affect our liquidity and financial condition, and the liquidity and financial condition of our clients. If these market conditions continue or worsen, it may limit our ability to access financing or increase our cost of financing to meet liquidity needs, and affect the ability of our clients to use credit to purchase our services or to make timely payments to us, which could result in material adverse effects on our business, financial condition, financial performance and cash flows.

We cannot predict the timing or duration of an economic slowdown or the timing or strength of a subsequent economic recovery generally or in our targeted verticals, including Travel and Hospitality. If macroeconomic conditions worsen or the current global economic conditions continue for a prolonged period of time, we are not able to predict the impact that such conditions will have on our business, financial condition, financial performance and cash flows.

If we are unable to accurately forecast our pricing models or optimize the mix of products and services we provide to meet changing client demands, or if we are unable to adapt to changing pricing and procurement demands of our clients, our business, financial performance, financial condition and cash flows may be adversely affected.

Our contracts generally use a pricing model that provides for per-productive-hour or per-transaction billing models and compensation for materials and licensing costs. Industry pricing models are evolving, and companies are increasingly requesting transaction- or outcome-based pricing or other alternative pricing models, which require us to accurately forecast the cost of performance of the contract against the compensation we expect to receive. These forecasts are based on a number of assumptions relating to existing and potential contracts with existing and potential clients, including assumptions related to the team members, other resources and time required to perform the services and our clients' ultimate use of the contracted service. If we make inaccurate assumptions in pricing our contracts, our profitability may be negatively affected. In addition, if the number of our clients that request alternative pricing models continues to increase in line with industry trends, we may be unable to maintain our historical levels of profitability under these evolving alternative pricing models and our financial performance may be adversely affected, or we may not be able to offer pricing that is attractive relative to our competitors. Some of our clients' may continue to evolve their procurement methodology by increasing the use of alternative methods, such as reverse auctions. These methods may impact our ability to gain new business and maintain profit margins, and may require us to adapt our sales techniques, which we may be unsuccessful in doing in a timely manner or at all.

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In addition, the revenue and income generated from the services we provide to our clients may decline or vary as the type and volume of services we provide under our contracts change over time, including as a result of a shift in the mix of products and services provided. For example, our lower-complexity interactions, such as voice-based interaction services, generate services with lower margins compared to our more complex, sensitive and localized content moderation and digital services, and a shift in the mix of these two types of services by a client could cause a meaningful change in our revenue from that client and the profitability of the services we provide. Furthermore, our clients, some of which have experienced significant and adverse changes in their business, substantial price competition and pressures on their profitability, have in the past and may in the future demand price reductions, decrease the volume of work or complexity of the services we are providing to them, automate some or all of their processes or change their customer experience strategy by moving more work in-house or to other providers, any of which could reduce our profitability. Any inability to accurately forecast the pricing that we use for our contracts, or any significant reduction in or the elimination of the use of the services we provide to any of our clients or any requirement to lower our prices that, in each case, we fail to anticipate, would harm our business, financial performance, financial condition and cash flows.

Two clients account for a significant portion of our revenue and loss of or reduction in business from, or consolidation of, these or any other major clients could have a material adverse effect on our business, financial condition, financial performance and prospects.

We have derived and believe that, in the near term, we will continue to derive, a significant portion of our service revenue from a limited number of large clients. TELUS, our controlling shareholder, is our largest client and, for the fiscal years ended December 31, 2019 and 2018, TELUS accounted for approximately 26% and 24% of our service revenue. For the nine-month period ended September 30, 2020, TELUS accounted for approximately 20% of our service revenue, respectively. Google, Inc. ("Google") was our second largest client in the fiscal years ended December 31, 2019 and 2018 and accounted for approximately 12% and 14% of our service revenue in such periods, respectively. In addition, Google is the largest client of Lionbridge AI, the data annotation business we acquired on December 31, 2020. Google accounted for 65% of Lionbridge AI's revenue in the year ended December 31, 2019. As a result of our acquisition of Lionbridge AI, an even greater percentage of our service revenue will be dependent on Google. Our second largest client for the nine-month period ended September 30, 2020, which is a leading social media company, represented approximately 16% of our service revenue for such period. We do not have a comparative figure for this client for the same period in the previous year.

Our largest client, based on our revenues earned from them, is TELUS, our controlling shareholder. We provide services to TELUS under the TELUS MSA, which was renewed effective January 1, 2021. The renewed TELUS MSA provides for a new ten-year term commencing January 2021. The renewed TELUS MSA provides for a minimum annual spend of $200.0 million, subject to adjustment in accordance with its terms, although TELUS has the ability to delay or terminate specific services for certain specified reasons with limited notice. See "Certain Relationships and Related Party Transactions—Our Relationship with TELUS—Master Services Agreement". In addition, the master services agreements ("MSAs") with all other clients do not have minimum annual spend and the terms of these master service agreements permit our clients to delay, postpone or even terminate contracted services at their discretion and with limited notice to us.

Additionally, the volume of work performed for specific clients or the revenue we generate can vary from year to year. For example, a client may demand price reductions, change its customer engagement strategy or move work in-house. Also, in many of the verticals in which we offer services, the continued consolidation activity could result in the loss of a client if, as a result of a merger or acquisition involving one or more of our clients, the surviving entity chooses to use one of our

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competitors for the services we currently provide or to provide the services we offer in-house. Our clients may also choose to consolidate their providers as they grow, as their business needs change, or as their leadership changes, and we could be removed from a client's vendor network. As a result of the foregoing, a major client in one year may not provide the same level of revenue in any subsequent year. Any significant reduction in or elimination of the use of the services we provide as a result of consolidation or our removal from a key client's provider network would result in reduced revenue to us and could harm our business. In addition, such consolidation may encourage clients to apply increasing pressure on us to lower the prices we charge for our solutions. All the foregoing could have a material adverse effect on our business, financial condition, financial performance and prospects.

Our client contracts, which can be canceled at any time, are generally long-term, requiring us to estimate the resources and time required for the contracts upfront, and contain certain price benchmarking, compliance-related penalties and other provisions adverse to us, all of which could have an adverse effect on our business, financial performance, financial condition and cash flows.

Although the term of our client contracts typically ranges from three to five years, with the vast majority of contracts having a term of three years, such contracts may be terminated by our clients for convenience with limited notice and without payment of a penalty or termination fee. Additionally, our clients, other than TELUS, are not contractually committed to provide us with specific volumes under the contracts we enter into with them. Our clients may also delay, postpone, cancel or remove certain of the services we provide without canceling the whole contract, which would adversely impact our revenue. Any failure to meet a client's expectations could result in a cancellation or non-renewal of a contract or a reduction in the services provided by us. We may not be able to replace any client that elects to terminate or not renew its contract with us, which would reduce our revenues. The loss of or financial difficulties at any of our clients could have an adverse effect on our business, financial performance, financial condition and cash flows. For example, certain of our clients in our Travel and Hospitality vertical have experienced adverse pressures on their businesses as a result of the COVID-19 pandemic, which has affected the revenue we receive from these engagements, and we have had clients who entered into insolvency proceedings and have defaulted on their obligations to us.

Additionally, our contracts require us to comply with, or facilitate, our clients' compliance with numerous and complex legal regimes on matters such as anti-corruption, internal and disclosure control obligations, data privacy and protection, wage-and-hour standards, and employment and labor relations. Many of our contracts contain provisions that would require us to pay penalties to our clients and/or provide our clients with the right to terminate the contract if we do not meet pre-agreed service level requirements. Failure to meet these requirements or accurately estimate the productivity benefits could result in the payment of significant penalties to our clients, which in turn could have a material adverse effect on our business, financial performance, financial condition and cash flows.

A few of our contracts allow the client, in certain limited circumstances, to request a benchmark study comparing our pricing and performance with that of an agreed list of other service providers for comparable services. Based on the results of the study and depending on the reasons for any unfavorable variance, we may be required to make improvements in the services we provide, reduce the pricing for services on a prospective basis to be performed under the remaining term of the contract, or our clients could elect to terminate the contract, any of which could have an adverse effect on our business, financial performance, financial condition and cash flows.

Some of our contracts contain provisions which, to various degrees, restrict our ability to provide certain services to other of our clients or to companies who are in competition with our clients. Such terms may restrict the same team members from providing services for competing clients, require us to ensure a certain distance between the locations from where we serve competing clients or prevent us from serving a competing client from locations in the same country, all of which reduce our flexibility in deploying our team members and delivery locations in the most effective and efficient manner and

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may force us to forego opportunities to attract business from companies that compete with our existing clients, even if such opportunities are more profitable or otherwise attractive to us.

Additionally, a number of our service contracts provide for high or unlimited liability for the benefit of our clients related to damages resulting from breaches of privacy or data security in connection with provision of our services. Violations of the terms of these contracts could subject us to significant legal liability. See "—The unauthorized disclosure of sensitive or confidential client and customer data could expose us to protracted and costly litigation, damage our reputation and cause us to lose clients".

Furthermore, in some of our digital customer experience management contracts we commit to long-term pricing structures under which we bear the risk of cost overruns, completion delays, resource requirements, wage inflation and adverse movements in exchange rates in connection with these contracts. If we fail to accurately estimate the team members, other resources and time required for these longer term contracts and their overall expected profitability, potential productivity benefits over time, future wage inflation rates or currency exchange rates (if we fail to effectively hedge our currency exchange rate exposure) or if we fail to complete our contractual obligations within the contracted timeframe, our financial performance, financial condition and cash flows may be negatively affected. See "—If we are unable to accurately forecast our pricing models or optimize the mix of products and services we provide to meet changing client demands, or if we are unable to adapt to changing pricing and procurement demands of our clients, our business, financial performance, financial condition and cash flows may be adversely affected".

We may face difficulties in delivering complex projects for our clients that could cause clients to discontinue their work with us, which may have a material adverse impact on our financial performance, financial condition and cash flows.

We have, over time, been expanding the nature, scope and complexity of our engagements. Our ability to offer a wider breadth of more complex services to our clients depends on our ability to attract new or existing clients to an expanded collection of service offerings. When seeking to obtain engagements for complex projects, we are more likely to compete with large, well-established international firms, many of which have greater resources and market reputation than we do. To compete for these projects, we will likely incur increased sales and marketing costs. Obtaining mandates for more complex projects will require us to establish closer relationships with our clients and develop a more thorough understanding of their operations. Our ability to establish such relationships will depend on a number of factors, including our ability to form a team with the necessary proficiency in these new services. We cannot be certain that we will effectively meet client needs at the necessary scale in the required timeframes in connection with these services. For example, if a new program requires us to hire a large number of team members with specific skills in a specific geography, we could face challenges in implementing the program on a client's desired timetable or at all. Our failure to deliver services that meet the requirements specified by our clients could result in termination of client contracts, which could result in us being liable to our clients for significant penalties or damages and negatively impact our reputation. More complex projects may involve multiple engagements or stages, and there is a risk that a client may choose not to retain us for later stages or may cancel or delay additional planned engagements, which may be the more profitable portions of the overall planned engagement. Such cancellations or delays make it difficult to plan for project resource requirements and inaccuracies in such resource planning and allocation may have a material adverse impact on our financial performance, financial condition and cash flows.

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We often face a long selling cycle to secure a new client or a new program with an existing client. If we are not successful in obtaining and efficiently maintaining contractual commitments after the selling cycle our business, financial performance, financial condition and cash flows may be adversely affected.

We often face a long selling cycle to secure a new client contract or launch a new program for an existing client. When we are successful in obtaining a new engagement, which is generally followed by a long implementation period in which the services are planned in detail and we demonstrate to a client that we can successfully integrate our processes and resources with their operations. During this time a contract is also negotiated and agreed. Before or after entering into a definitive contract with a client, we may run a pilot program that may or may not be successful. There is then a long ramping up period in order to commence providing the services. We typically incur significant business development expenses during the selling cycle and may experience misalignment with the client on the magnitude of investment. Misalignment may occur when the client does not have prior experience with the type and scope of services that we are offering. At the end of this selling cycle, we may not succeed in winning a new client's business due to a variety of factors, including changes in the client's decision to move forward with our services, in which case we receive no revenues and may receive no reimbursement for such expenses. A potential client may choose a competitor or decide to perform the work in-house prior to the time a final contract is signed. Our clients may also experience delays in obtaining internal approvals or delays associated with technology or system implementations, thereby further lengthening the implementation cycle. If we enter into a contract with a client, we will typically receive no revenues until implementation actually begins. If we are not successful in obtaining contractual commitments after the selling cycle, in maintaining contractual commitments after the implementation cycle or in maintaining or reducing the duration of unprofitable initial periods in our contracts, our business, financial performance, financial condition and cash flows may be adversely affected.

The COVID-19 pandemic has exacerbated the risks and costs described in this section, including, in certain cases, by lengthening the sales cycles for our services. The extent to which the COVID-19 pandemic will continue to impact our sales cycle will depend on numerous evolving factors which we may not be able to accurately predict, including: the duration and scope of the pandemic; the effect on our potential and existing clients and client demand for our services and solutions and the speed and efficiency with which they can engage with our teams during the sales cycle and implementation processes; our ability to sell and provide our services and solutions; the ability of our clients to pay for our services and solutions; and any further closures of our and our clients' offices and facilities.

Our growth prospects are dependent upon attracting and retaining enough qualified team members to support our operations, as competition for highly skilled personnel is intense, and failure to do so may result in an adverse impact on our business and financial results.

Our business is highly competitive and labor-intensive. Our growth prospects, success and ability to meet our clients' expectations and our growth objectives depends on our ability to recruit and retain team members with the right technical skills and/or language capabilities at competitive cost levels. We need to continuously attract and seek new talent, and there is significant competition for professionals with skills necessary to perform the services we offer to our clients. In addition, in some of the geographies we operate there may be a limited pool of potential professionals with the skills we seek. The increased competition for these professionals increases our costs to recruit and retain team members and presents challenges for us in finding team members for our client programs. In particular, we depend on attracting and retaining key sales and account management talent. If we are unable to attract and retain key sales and account management talent, it may reduce our ability to gain new business and maintain existing client relationships.

Additionally, our failure to provide innovative benefits to our team members could decrease our competitiveness as an employer and adversely impact our ability to attract and retain a skilled workforce. To attract and retain highly skilled team members, we have had to offer, and believe we will

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need to continue to offer, differentiated compensation packages, specific to the geography and skill sets of the team members we are seeking to attract and hire. We have also had to incur costs to provide specialized services and amenities to our team members that impact the profitability of our business. We may need to make significant investments to attract and retain new team members and we may not realize sufficient returns on these investments. An increase in the attrition rate among our team members, particularly among our higher-skilled workforce, would increase our recruiting and training costs and decrease our operating efficiency, productivity and profit margins. From time to time, we have also experienced higher levels of voluntary attrition, and, in those periods, we have been required to expend time and resources to recruit and retain talent, restructure parts of our organization, and train and integrate new team members. If we are not able to effectively attract and retain team members, we may see a decline in our ability to meet our clients' demands, which may impact the demand for our services and we may not be able to innovate or execute quickly on our strategy, and our ability to achieve our strategic objectives will be adversely impacted and our business will be harmed.

Additionally, evolving technologies, competition and/or client demands may entail high costs associated with retaining and retraining existing team members and/or attracting and training team members with new backgrounds and skills. Changing team member demographics, organizational changes, inadequate organizational structure and staffing, inadequate team member communication, changes in the effectiveness of our leadership, a lack of available career and development opportunities, changes in compensation and benefits, the unavailability of appropriate work processes and tools, client reductions and operational efficiency initiatives may also negatively affect team member morale and engagement, harm our ability to retain acquired talent from our acquisitions, increase team member turnover, increase the cost of talent acquisition and negatively impact service delivery and the customer experience. If we are unable to attract and retain sufficient numbers of highly skilled professionals, our ability to effectively lead our current projects and develop new business could be jeopardized, and our business, financial performance, financial condition and cash flows could be materially adversely affected.

The inelasticity of our labor costs relative to short-term movements in client demand could adversely affect our business, financial condition and financial performance.

Our business depends on maintaining large numbers of team members to service our clients' business needs and on being able to quickly respond to new client programs or new programs for existing clients. As a result, and consistent with our caring culture, we try where possible not to terminate team members in response to temporary declines in demand when existing projects end or when clients terminate services. Moreover, rehiring and retraining team members at a later date could force us to incur additional expenses and we may not be able to do so in a timely manner. Additionally, any termination of our team members could also have a negative impact on our hiring and recruitment efforts and the morale of the remaining team members and could involve the incurrence of significant additional costs in the form of severance payments to comply with labor regulations in the various jurisdictions in which we operate, all of which would have an adverse impact on our operating profit margins. Furthermore, we are subject to a variety of legal requirements related to the termination of team members in the countries and cities where we operate. These factors limit our ability to adjust our labor costs for unexpected changes in client demand, which could have a material adverse effect on our business, financial condition and financial performance, particularly if demand for our services fails to meet the levels we anticipate. See "—Our growth prospects are dependent upon attracting and retaining enough qualified team members to support our operations, as competition for highly skilled personnel is intense, and failure to do so may result in an adverse impact on our business and financial results".

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Team member wage increases in certain geographies may prevent us from sustaining our competitive advantage and may reduce our profit margin.

Our most significant costs are the salaries and related benefits of our team members. For example, wage costs in India, the Philippines, Romania and Ireland have historically been significantly lower than wage costs in the United States, Canada and Europe for comparably skilled professionals, which has been one of our competitive advantages. As economic growth increases in the countries where we benefit from lower wage costs, concurrent with increased demand by us and our competitors for skilled employees, wages for comparably skilled employees are increasing at a faster rate than in the United States, Canada and Europe, which may, over time, reduce this competitive advantage. In connection with potential future growth, we may need to increase the levels of team member compensation more rapidly than in the past to remain competitive in attracting and retaining the quality and number of team members that our business requires. As the scale of our analytics services increases, wages as a percentage of revenues will likely increase as wages are generally higher for team members performing analytics services than for team members performing digital customer experience services. To the extent that we are not able to control or share wage increases with our clients, wage increases may reduce our margins and cash flows. We may not be successful in our attempts to control such costs.

Our policies, procedures and programs to safeguard the health, safety and security of our team members and others may not be adequate.

As at September 30, 2020, we have almost 50,000 team members working in over 20 countries. We have undertaken to implement what we believe to be the best practices to safeguard the health, safety and security of our team members, independent contractors, clients and others at our worksites. If these policies, procedures and programs are not adequate, or team members do not receive related adequate training or do not follow these policies, procedures and programs for any reason, the consequences may be harmful to us, which could impair our operations and cause us to incur significant legal liability or fines as well as reputational damage and negatively impact the engagement of our team members. Our insurance may not cover, or may be insufficient to cover, any legal liability or fines that we incur for health, safety or security incidents.

Our senior management team is critical to our continued success and the loss of one or more members of our senior management team could have a material adverse effect on our business, financial performance, financial condition and cash flows.

Our future success substantially depends on the continued services and performance of the members of our senior management team, and key team members possessing technical and business capabilities, including industry expertise, that are difficult to replace. Specifically, the loss of the services of our executive leadership team, and in particular, Jeffrey Puritt, our Chief Executive Officer, could seriously impair our ability to continue to manage and expand our business. There is intense competition for experienced senior management and personnel with technical and industry expertise in the industry in which we operate, and we may not be able to retain these officers or key team members. Although we have entered into employment and non-competition agreements with all of our executive officers, certain terms of those agreements may not be enforceable and, in any event, these agreements do not ensure the continued service of these executive officers.

In addition, we currently do not maintain "key person" insurance covering any member of our management team. The loss of any of our key team members, particularly to competitors, could have a material adverse effect on our business, financial performance, financial condition and cash flows.

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If more stringent labor laws become applicable to us, if we are subject to more employment-related litigation, or if more of our team members unionize, or if our team members strike or cause other labor-related disruptions, our business and financial results may be adversely affected.

Some of the geographies where we operate have stringent employee-friendly labor legislation, including legislation that sets forth detailed procedures for dispute resolution and employee separations that impose financial obligations on employers. Therefore, in some countries, it may be difficult for us to maintain flexible human resource policies and discharge team members when there is a business need, and our compensation and/or legal expenses may increase significantly. Additionally, in certain of the states and regions in which we operate, we are subject to stringent wage and hour requirements, which has exposed us to claims brought by individual team members and team member groups. Although these claims are not individually or in the aggregate material, we expect to be subject to more such claims in the future.

In addition, some of our team members, including those of Lionbridge AI in certain regions have formed unions and works councils and others may choose to do so in the future. In certain regions, our employees and those of Lionbridge AI are subject to collective bargaining agreements. In certain countries, we are subject to laws that could require us to establish a co-determined supervisory board which could subject us to significant additional administrative requirements. As a result, we may be required to raise wage levels or grant other benefits that could result in an increase in our compensation expenses or lack of flexibility, or take on increased costs to address administrative requirements, in which case our financial performance and cash flows may be materially and adversely affected.

Furthermore, strikes by, or labor disputes with, our team members at our delivery locations and independent contractors of Lionbridge AI may adversely affect our ability to conduct business. Work interruptions or stoppages could have a material adverse effect on our business, financial performance, financial condition and cash flows.

We are vulnerable to natural disasters, technical disruptions, pandemics, accidents and other events impacting our facilities that could severely disrupt the normal operation of our business and adversely affect our business, financial performance, financial condition and cash flows.

Our delivery locations and our data and voice communications, including in Central America, India, Ireland and the Philippines, in particular, may be damaged or disrupted as a result of natural disasters or extreme weather events, including those resulting from or exacerbated by climate change, such as earthquakes, floods, volcano eruptions, heavy rains, winter storms, tsunamis and cyclones; epidemics or pandemics, including the COVID-19 pandemic; technical disruptions and infrastructure breakdowns including damage to, or interruption of, electrical grids, transportation systems, communication systems or telecommunication cables; issues with information technology systems and networks, including computer glitches, software vulnerabilities and electronic viruses or other malicious code; accidents and other events such as fires, floods, failures of fire suppression and detection, heating, ventilation or air conditioning systems or other events, such as protests, riots, labor unrest, security threats and terrorist attacks. Any of these events may lead to the disruption of information systems and telecommunication services for sustained periods and may create delays and inefficiencies in providing services to clients and potentially result in closure of our sites. They also may make it difficult or impossible for team members to reach or work in our business locations. Some locations may not be well-suited to work-from-home approaches to providing client services due to connectivity, infrastructure or other issues. Damage or destruction that interrupts our provision of services could adversely affect our reputation, our relationships with our clients, our leadership team's ability to administer and supervise our business or may cause us to incur substantial additional expenditures to repair or replace damaged equipment or sites. We also may be liable to our clients for disruption in service resulting from such damage or destruction. Our resiliency and disaster recovery plans may not

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be adequate to provide continuity and reliability of service during disruptions or reduce the duration and impact of service outages sufficiently or at all. While we currently have commercial liability insurance, our insurance coverage may be insufficient or may not provide coverage at all for certain events. Furthermore, we may be unable to secure such insurance coverage at premiums acceptable to us in the future, or such insurance may become unavailable. Prolonged disruption of our services could also entitle our clients to terminate their contracts with us or require us to pay penalties or damages to our clients. Any of the above factors may materially adversely affect our business, financial performance, financial condition and cash flows.

We may choose to expand our operations to additional countries, which carries significant risks, and we may not be successful in maintaining our current profit margins in, or repatriating cash from, our new locations due to factors beyond our control.

We have offices and operations in various countries around the world and provide services to clients globally. An important component of our growth strategy is our continuing international expansion, which depends in part on the availability of the resources we require in order to conduct business in new markets. We continuously evaluate additional locations outside of our current operating geographies in which to invest in delivery locations, in order to maintain an appropriate cost structure for our client programs. We cannot predict the availability of qualified workers, monetary and economic conditions or the existence or extent of government support in other countries. Additionally, we may expand into less developed countries that have less political, social or economic stability and more vulnerable infrastructure and legal systems. Although some of these factors will influence our decision to establish operations in another country, there are inherent risks beyond our knowledge and control, including exposure to currency fluctuations, political and economic instability, unexpected changes in regulatory regimes, foreign exchange restrictions and foreign regulatory restrictions. We may also face difficulties integrating new facilities in different countries into our existing operations. One or more of these factors, or other factors relating to expanded international operations, could affect our ability to repatriate cash, result in increased operating expenses and make it more difficult for us to manage our costs and operations, which could have a material adverse effect on our business, financial performance, financial condition and cash flows.

Our business may not develop in ways that we currently anticipate and demand for our services may be reduced due to negative reaction to offshore / nearshore outsourcing or automation from the public.

We developed our strategy for future growth based on certain assumptions regarding our industry, future demand in the market for our services and the manner in which we would provide these services, including the assumption that a significant portion of the services we offer will continue to be delivered through offshore / nearshore facilities. The trend of transitioning key business processes to offshore / nearshore third parties may not continue and could reverse. In addition, we cannot accurately predict the impact that the COVID-19 pandemic might have on our clients' outsourcing demands and efforts, which might be lower in the future, as some of our clients might decide to refrain from offshore / nearshore outsourcing due to the pressures they face from increased domestic unemployment resulting from the COVID-19 pandemic.

The issue of domestic companies outsourcing services to organizations operating in other countries is a topic of political discussion in the United States, as well as in Europe, countries in the Asia-Pacific region and other regions where we have clients. Some countries and special interest groups have expressed a perspective that associates offshore outsourcing with the loss of jobs in a domestic economy. This has resulted in increased political and media attention, especially in the United States, where the subject of outsourcing has been a focus of the current presidential administration. It is possible that there could be a change in the existing laws that would restrict or require disclosure of offshore outsourcing or impose new standards that have the effect of restricting the use of certain visas

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in the foreign outsourcing context. The measures that have been enacted to date are generally directed at restricting the ability of government agencies to outsource work to offshore business service providers. These measures have not had a significant effect on our business because governmental agencies are not currently a focus of our operations. Some legislative proposals, however, would, for example, require delivery locations to disclose their geographic locations, require notice to individuals whose personal information is disclosed to non-U.S. affiliates or subcontractors, require disclosures of companies' foreign outsourcing practices, or restrict U.S. private sector companies that have federal government contracts, federal grants or guaranteed loan programs from outsourcing their services to offshore service providers. In addition, changes in laws and regulations concerning the transfer of personal information to other jurisdictions could limit our ability to engage in work that requires us to transfer data in one jurisdiction to another. Potential changes in tax laws may also increase the overall costs of outsourcing or affect the balance of offshore and onshore business services. Such changes could have an adverse impact on the economics of outsourcing for private companies in the United States, which could, in turn, have an adverse impact on our business with U.S. clients.

Similar concerns have also led certain European Union jurisdictions to enact regulations which allow team members who are dismissed as a result of transfer of services, which may include outsourcing to non-European Union companies, to seek compensation either from the company from which they were dismissed or from the company to which the work was transferred. This could discourage European Union companies from outsourcing work offshore and/or could result in increased operating costs for us. In addition, there has been publicity about the negative experiences, such as theft and misappropriation of sensitive customer data of various companies that use offshore outsourcing.

Additionally, we may face negative public reaction to increased automation of or reduction in employment positions through the use of artificial intelligence or the other technologies we use to provide our services, which could reduce the demand for many of our digital service offerings. Increased negative public perception by public and private companies and related legislative efforts in economies around the world could have adverse impact on the demand for our services.

Terrorist attacks and other acts of violence, including those involving any of the countries in which we or our clients have operations, could lead to or exacerbate an economic recession and pose significant risks to our team members and facilities.

Terrorist attacks and other acts of violence or war may adversely affect worldwide financial markets and could potentially lead to, or exacerbate, an economic recession, which could adversely affect our business, financial performance, financial condition and cash flows. These events could adversely affect our clients' levels of business activity and precipitate sudden significant changes in regional and global economic conditions and cycles. These events also pose significant risks to our team members and to our delivery locations and operations around the world. We generally do not have insurance for losses and interruptions caused by terrorist attacks, military conflicts and wars. Any such event could have a material adverse effect on our business, financial performance, financial condition and cash flows.

If we are not able to manage our resource utilization levels or price our services appropriately, our business, financial performance, financial condition and cash flows may be adversely affected.

Our profitability is largely a function of the efficiency with which we use our resources, particularly our team members and our delivery locations and the pricing that we are able to obtain for our services. Our resource utilization levels are affected by a number of factors, including our ability to attract, train, and retain team members, transition team members from completed projects to new assignments, forecast demand for our services (including potential client reductions in required resources or terminations) and maintain an appropriate number of team members in each of our delivery locations, as well as our need to dedicate resources to team member training and development.

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The prices we are able to charge for our services are affected by a number of factors, including price competition, our ability to accurately estimate revenues from client engagements, our ability to estimate resources and other costs for long-term pricing, margins and cash flows for long-term contracts, our clients' perceptions of our ability to add value through our services, introduction of new services or products by us or our competitors, and general economic and political conditions. Therefore, if we are unable to appropriately price our services or manage our resource utilization levels, there could be a material adverse effect on our business, financial performance, financial condition and cash flows.

Our operating results may experience significant variability and, as a result, it may be difficult for us to make accurate financial forecasts and our actual operating results may experience variability, including falling short of our forecasts.

Our growth has not been, and in the future is not expected to be, linear as our period-to-period results have been in the past and may, in the future, fluctuate due to certain factors, including client demand, a long selling cycle, delays or failures by our clients to provide anticipated business, losses or wins of key clients, variations in team member utilization rates resulting from changes in our clients' operations, delays or difficulties in expanding our delivery locations and infrastructure (including hiring new team members or constructing new delivery locations), capital investment amounts that may be inappropriate if our financial forecasts are inaccurate, changes to our pricing structure or that of our competitors, currency fluctuations, seasonal changes in the operations of our clients, our ability to recruit team members with the right skillset, failure to meet service delivery requirements as a result of technological disruptions, the timing of acquisitions and other events identified in this prospectus, all of which may significantly impact our results and the accuracy of our forecasts from period to period. For example, the volume of business with some of our clients in our Travel and Hospitality vertical is significantly affected by seasonality, with our revenue typically higher in the third and fourth quarters due to spending patterns of our clients with calendar fiscal years.

Our revenues are also affected by changes in pricing under our contracts at the time of renewal or by pricing under new contracts. In addition, while we seek to forecast the revenue we expect to receive with a client when we enter into a contract, most of our contracts do not commit our clients to provide us with a specific volume of business over a specific period and, therefore, the associated revenue from such a contract could decline, and such forecasts may not prove to be correct. See "—If we are unable to accurately forecast our pricing models or optimize the mix of products and services we provide to meet changing client demands, or if we are unable to adapt to changing pricing and procurement demands of our clients, our business, financial performance, financial condition and cash flows may be adversely affected". We are experiencing declines in revenues related to service programs we have with, for example, clients in our Travel and Hospitality vertical due to the COVID-19 pandemic. In addition, our clients are generally able to delay or postpone services for which we have been contracted to provide and, in many cases, terminate existing service contracts with us with limited notice, all of which could adversely impact revenue we expect to generate in any period. The selling cycle for our services and the budget and approval processes of prospective clients make it difficult to predict the timing of for the services we provide to our clients, entering into definitive agreements with new clients. The completion of implementation varies significantly based upon the complexity of the processes being implemented.

As a result, it may be difficult for us to accurately make financial forecasts and our actual operating results may experience variability, including falling short of our forecasts.

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Our inability to manage our rapid growth effectively could have an adverse effect on our business and financial results.

Since we were founded in 2005, we have experienced rapid growth and significantly expanded our operations. We have delivery locations in over 20 countries. The number of our team members has increased significantly over the past several years. We expect to develop and improve our internal systems in the locations where we operate in order to address the anticipated continued growth of our business. We are also continuing to look for delivery locations outside of our current operating geographies to decrease the risks of operating from a limited number of countries. We may not, however, be able to effectively manage our infrastructure and team member expansion, open additional delivery locations or hire additional skilled team members as and when they are required to meet the ongoing needs of our clients and to meet our current growth trajectory, and we may not be able to develop and improve our internal systems. We also need to manage cultural differences between our team member populations and that may increase the risk for employment law claims. Our inability to execute our growth strategy, to ensure the continued adequacy of our current systems or to manage our expansion, capital and other resources effectively could have a material adverse effect on our business, financial performance, financial condition and cash flows.

Our business and financial results have been, and in the future may be, adversely impacted by the COVID-19 pandemic.

The global outbreak of COVID-19 continues to evolve. The COVID-19 pandemic has spread to nearly all countries around the world, including each of the countries where our delivery locations are located, and has created significant uncertainty and disruption. Governmental measures and regulations, such as city or country-wide lockdowns, local, domestic and international travel restrictions as well as closures of the enabling infrastructure necessary for our business to operate smoothly, have resulted, and may in the future result, in restrictions on our ability to fully deliver services to our clients. Such measures present concerns that may dramatically affect our ability to conduct our business effectively, including, but not limited to, adverse effects on our team members' health, a slowdown and often a stoppage of delivery, work, travel and other activities which are critical for maintaining on-going business activities. Our ability to continue operations effectively during the COVID-19 pandemic is dependent on a number of factors, such as the continued availability of high-quality internet bandwidth, an uninterrupted supply of electricity, the sustainability of social infrastructure to enable our team members who are working remotely to continue delivering services, and on otherwise adequate conditions for remote-working, all of which are outside of our control. For example, some of the geographies in which our team members work remotely may not be well-suited to work-from-home approaches to providing client services due to connectivity or other issues with the local infrastructure. The effects of the pandemic have caused our clients to defer decision making, delay planned work, reduce volumes or seek to terminate current agreements with us. Additionally, a number of our clients in our Travel and Hospitality vertical have been and may, in the future, be negatively impacted as a result of the pandemic and the corresponding reduction in demand for their services may negatively affect the revenue we will be generating from those clients. As a result of the COVID-19 pandemic, we have had to temporarily close a number of our sites in accordance with government ordinances applicable in the various jurisdictions in which we operate. Closures of sites for such extended periods of time may impact our ability to retain and attract talent, which may have negative impacts on our human resources costs and our profitability.

Given the uncertainty around the severity and duration of the impact of the COVID-19 pandemic on our clients' businesses and the countries and communities in which we operate, including the possible resurgence of infection rates, spread to communities previously not significantly affected and the changes in the mitigation and protective measures used to combat COVID-19, we cannot

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reasonably estimate its impact on our future business, financial performance, financial condition and cash flows.

Following guidance from local public health authorities in the countries in which we operate, we have taken various measures to help reduce the spread of the virus and maintain the health and safety of our workforce, including, but not limited to, implementing remote-working arrangements and restricting access to sites and implementing other measures to help maintain the safety of our workforce, which allows us to carry out operations. We have currently enabled approximately 95% of our team members to work from home. For team members who continue to work on TELUS International premises, we have introduced comprehensive safety practices, including, but not limited to, distributing masks and sanitizers, hourly site sanitization in high-traffic areas, thermal screening and daily health questionnaires, discontinued multiple use of workstations and equipment and imposed restrictions on access and movement within our sites to enhance social distancing. The effects of these policies may negatively impact productivity and the magnitude of any effect will depend, in part, on the length and severity of the restrictions and other limitations and on how such measures will affect our ability to conduct our business in the ordinary course. Some of these measures have required us to provide services and operate client processes in a remote environment that is not directly supervised, and while this has been acknowledged by our clients, such alternative operating models may affect the quality of service we are able to provide to our clients. Evolving interpretations of compliance and audit requirements may alter our profitability for clients that utilize flexible work models from home or remote environments. See "—The unauthorized disclosure of sensitive or confidential client and customer data could expose us to protracted and costly litigation, damage our reputation and cause us to lose clients".

International and domestic travel bans imposed as emergency measures by governments, our reduced ability to hire new team members, disruptions to our supply chain, lockdowns in geographies where clients are located and temporary closures of our delivery locations have impaired, and may continue to impair our ability to generate new business or expand our relationships with existing clients and, hence, may have a negative impact on our growth, financial condition, results and the future price of our shares. Further, although we have not experienced significant issues with our managerial and financial reporting to date as a result of a restriction on travel or otherwise, in the future we may suffer delays in managerial and financial reporting, be unable to perform audits and apply effective internal controls over financial reporting, or fail to abide by other regulatory or compliance requirements to which we are subject as a result of the effects of the COVID-19 pandemic.

The increase in remote working may also result in client privacy, IT security and fraud concerns as well as increase our exposure to potential wage and hour issues. An at-home workforce introduces increased risks to satisfying our contractual obligations and maintaining the security and privacy of the data we process. In addition, as a result of the acquisition of Lionbridge AI, we have become subject to the client privacy, IT security and fraud concerns associated with a workforce largely composed of independent contractors who use and rely on their own equipment.

To the extent the COVID-19 pandemic adversely affects our business, financial condition, financial performance and cash flows, it may also have the effect of heightening many of the other risks described in this "Risk Factors" section.

We rely on computer hardware, purchased or leased, and software licensed from and services rendered by third parties in order to provide our solutions and run our business and any loss of the right to use, disruption of supply of, or failures of third-party hardware, software or services could have an adverse effect on our business, financial performance, financial condition and cash flows.

We rely on computer hardware, purchased or leased, and software licensed from, and services rendered by, third parties in order to provide our solutions and run our business, other than the

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independent contractors in our data annotation business who generally use their own equipment. Third-party hardware, software and services may not continue to be available on commercially reasonable terms, or at all. Licenses for such third-party technologies may be terminated or not renewed, and we may be unable to license such third-party technologies in the future. Any loss of the right to use or any failures of third-party hardware, software or services could result in delays in our ability to provide our solutions or run our business until equivalent hardware, software or services are developed by us or, if available, identified, obtained and integrated, which could be costly and time-consuming and may not result in an equivalent solution, any of which could have an adverse effect on our business, financial performance, financial condition and cash flows.

We also rely on third-party suppliers to provide equipment and components necessary for our operations. Reliance on such third-party suppliers reduces our control over delivery schedules and quality of equipment and our international third-party suppliers may be subject to adverse economic conditions, all of which may ultimately impact our operations and our ability to effectively deliver services to our clients.

Further, clients could assert claims against us in connection with service disruption and/or cease conducting business with us altogether as a result of problems with the hardware we use to deliver services. Even if not successful, a claim brought against us by any of our clients would likely be time-consuming and costly to defend and could seriously damage our reputation and brand, making it harder for us to sell our solutions, any of which could have an adverse effect on our business, financial performance, financial condition and cash flows.

We rely upon third-party providers of "cloud" computing services to operate certain aspects of our services and any disruption of or interference with our use of these cloud providers or increase in cost of their services could adversely impact our business, financial performance, financial condition and cash flows.

We rely on a limited number of cloud computing providers for a distributed computing infrastructure platform for our business operations, or what is commonly referred to as a "cloud" computing service. We have architected our software and computer systems so as to utilize data processing, storage capabilities and other services provided by these providers. Degradation or disruption of, interference with, or loss of our use of such cloud services may adversely impact our provision of services, and consequently, such events may adversely affect our revenues, reputation, our relationships with our clients, our leadership team's ability to administer and supervise our business or may cause us to incur substantial additional expenditure to repair or replace damaged equipment or sites. We may also be liable to our clients for such disruptions in services. Prolonged disruption of our services could also entitle our clients to terminate their contracts with us or require us to pay penalties or damages to our clients. As a result of our reliance on these providers, including the complexity that a switch from one cloud provider to another would involve, increases in costs for these services may significantly increase our costs of operations. Additionally, certain of these vendors provide services to us pursuant so such vendors' contracts with TELUS, and as a result, such services may be subject to interruptions due to factors beyond our control, or may be renegotiated from time to time without our participation on terms we cannot control. Any disruption of or interference with our use of these cloud providers or material changes in the price for such services would adversely impact our operations and our business, financial performance, financial condition and cash flows may be adversely impacted.

We or our vendors may disrupt our clients' operations as a result of telecommunications or technology downtime or interruptions, which would have a negative impact on our revenues or reputation and cause us to lose clients.

Our dependence on our offshore / nearshore delivery locations to deliver services requires us to maintain active voice and data communications and transmission among our delivery locations, our international technology hubs and our clients' offices. Although we maintain redundant facilities and

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communications links and have business continuity plans in place, disruptions could result from, among other things, technical breakdowns, faulty systems or software, computer glitches, viruses and other malicious software, weather conditions, global pandemics and geopolitical instability. Further, our business continuity plans may not be entirely successful in mitigating the effects of such events. A prolonged interruption, or frequent or persistent interruptions, in the availability of our services could disrupt our clients' operations and materially harm our reputation and business, especially if we are not able to rapidly transition to an alternative service delivery model using a different delivery location or a different client service team. We also depend on certain significant vendors for facility storage and related maintenance of our main technology equipment and data at those technology hubs, as well as for some of the third-party technology and platforms we sometimes use to deliver our services. Any failure by these vendors to perform those services, any temporary or permanent loss of our equipment or systems, or any disruptions to basic infrastructure like power and telecommunications could impede our ability to provide services to our clients, have a negative impact on our revenues or reputation and cause us to lose clients, which could have a material adverse effect on our business, financial performance, financial condition and cash flows.

We may be unable to successfully identify, complete, integrate and realize the benefits of acquisitions or manage the associated risks, all of which could have a material adverse effect on our business, financial performance, financial condition and cash flows.

A key part of our business strategy is to continue to selectively consider acquisitions or investments, some of which may be material. Through the acquisitions we pursue, we may seek opportunities to expand the scope of our existing services, add new clients or enter new geographic markets. There can be no assurance that we will successfully identify suitable candidates in the future for strategic transactions at acceptable prices or at all, have sufficient capital resources to finance potential acquisitions or be able to consummate any desired transactions. Our failure to complete potential acquisitions in which we have invested or may invest significant time and resources could have a material adverse effect on our business, financial performance, financial condition and cash flows.

Acquisitions, including completed acquisitions, involve a number of risks, including diversion of management's attention from operating our business, developing our relationships with key clients and seeking new revenue opportunities, failure to retain key personnel of acquired companies, legal risks and liabilities relating to the acquisition or the acquired entity's historic operations which may be unknown or undisclosed and for which we may not be indemnified fully or at all, failure to integrate the acquisition in a timely manner, and, in the case of our potential acquisitions, our ability to finance the acquisitions on attractive terms or at all, any of which could have a material adverse effect on our business, financial performance, financial condition and cash flows. Future acquisitions may also result in the incurrence of indebtedness or the issuance of additional equity securities.

We could also experience financial or other setbacks if transactions encounter unanticipated problems, including problems related to execution, integration or underperformance relative to prior expectations. Post-acquisition activities include the review and alignment of employee cultures, accounting policies, treasury policies, corporate policies such as ethics and privacy policies, employee transfers and moves, information systems integration, optimization of service offerings and the establishment of control over new operations. Such activities may not be conducted efficiently and effectively. Our management may not be able to successfully integrate any future acquired business into our operations and culture on our anticipated timeline or at all, or maintain our standards, controls and policies, which could negatively impact the experience of our clients, optimization of our service offerings and control over operations and otherwise have a material adverse effect on our business, financial performance, financial condition and cash flows. Consequently, any acquisition we complete may not result in anticipated or long-term benefits or synergies to us or we may not be able to further develop the acquired business in the manner we anticipated.

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Following the completion of acquisitions, we may be required to rely on the seller to provide administrative and other support, including financial reporting and internal controls over financial reporting, and other transition services to the acquired business for a period of time. We may not have experience in working with the sellers of the business we have acquired to obtain the necessary support to operate a newly acquired business. There can be no assurance that the seller will do so in a manner that is acceptable to us.

We may need to raise additional funds to pursue our growth strategy or continue our operations, and we may be unable to raise capital when needed or on acceptable terms, which could lead us to be unable to expand our business.

From time to time, we may seek additional financing to fund our growth, enhance our technology, respond to competitive pressures or make acquisitions or other investments. We cannot predict the timing or amount of any such capital requirements at this time. General economic, financial or political conditions in our markets may deteriorate or other circumstances may arise, which, in each case, may have a material adverse effect on our cash flows and our business, leading us to seek additional capital. We may be unable to obtain financing on satisfactory terms, or at all. In this case, we may be unable to expand our business at the rate desired, or at all, and our financial performance may suffer. Financing through issuances of equity securities would be dilutive to holders of our shares.

If we are unable to collect our receivables from, or bill our unbilled services to, our clients, our financial performance, financial condition and cash flows could be adversely affected.

Our business depends on our ability to successfully obtain payment from our clients for work performed and to bill and collect on what are usually relatively short cycles. We evaluate the financial condition of our clients and maintain allowances against receivables. We might not accurately assess the creditworthiness of our clients. Actual losses on client balances could differ from those that we currently anticipate and, as a result, we might need to adjust our allowances. Macroeconomic conditions, such as any domestic or global credit crisis or disruption of the global financial system, including as a result of the COVID-19 pandemic, could also result in financial difficulties for our clients, up to and including insolvency or bankruptcy, as well as limit their access to the credit markets and, as a result, could cause clients to delay payments to us, request modifications to their payment arrangements that could increase our receivables balance, or default on their payment obligations to us. We have had clients in the past who have entered into insolvency proceedings and have defaulted on their obligations to us. Timely collection of client balances also depends on our ability to complete our contractual commitments, including delivering on the service level our clients expect, and bill and collect our contracted revenues. If our client is not satisfied with our services or we are otherwise unable to meet our contractual requirements, we might experience delays in the collection of and/or be unable to collect our client balances, and if this occurs, our financial performance, financial condition and cash flows could be adversely affected. In addition, if we experience an increase in the time to bill and collect for our services, our cash flows could be adversely affected.

As a result of becoming a public company in the United States, we will become subject to additional regulatory compliance requirements, including Section 404 of the Sarbanes-Oxley Act. We have identified a material weakness in our internal control over financial reporting.

As a foreign private issuer listed on the NYSE, we will incur legal, accounting and other expenses that we did not previously incur. We will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the NYSE listing requirements and other applicable securities rules and regulations, as well as the Foreign Corrupt Practices Act. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time consuming or costly and increase demand on our systems and resources. The Exchange

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Act requires that, as a public company, we file or furnish annual and certain other reports with respect to our business, financial condition and result of operations.

Effective internal control over financial reporting is necessary for us to provide reliable financial reports. Effective internal controls, together with adequate disclosure controls and procedures, are designed to prevent or detect material misstatement due to fraud or error and to provide reasonable assurance as to the reliability of financial reporting. Deficiencies in our internal controls may adversely affect our management's ability to record, process, summarize, and report financial data on a timely basis. As a public company, we will be required by Section 404 of the Sarbanes-Oxley Act and applicable Canadian securities laws, including National Instrument 52-109—Certification of Disclosure in Issuers' Annual and Interim Filings, to include a report of management's assessment on our internal control over financial reporting and, beginning with our annual report for the year ending December 31, 2021, an independent auditor's attestation report on our internal control over financial reporting in our annual reports on Form 20-F or Form 40-F, subject to certain exceptions. Compliance with Section 404 will significantly increase our compliance costs and management's attention may be diverted from other business concerns, which could adversely affect our financial performance. We may need to hire more team members in the future or engage outside consultants to comply with these requirements, which would further increase expenses. If we fail to comply with the applicable requirements of the Sarbanes-Oxley Act in the required timeframe, we may be subject to sanctions, investigations or other enforcement actions by regulatory authorities, including the SEC and the .

Prior to this offering, similar to other private companies, neither we nor our independent registered public accounting firm were required to deliver an opinion on the effectiveness of our internal control over financial reporting. Our independent registered public accounting firm's audit for the years ended December 31, 2017, 2018 and 2019, included assessments of internal control over financial reporting as a basis for designing their audit procedures, but not for the purpose of expressing an opinion on the effectiveness of our internal control over financial reporting. We have identified material weaknesses in our internal control over financial reporting as at December 31, 2019. A "material weakness" is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement in our financial statements will not be prevented or detected on a timely basis. Specifically, the material weaknesses relate to the ineffective design of controls relating to the review and approval of revenue recognition and journal entries at our less significant subsidiaries and the related ineffective design of risk assessment procedures, deployment of control activities, and monitoring of internal control over financial reporting at these subsidiaries. We have taken steps to address these material weaknesses and continue to implement our remediation plan. The implementation of our remediation plan may be time consuming and may place significant demands on our financial and operational resources. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Internal Control—Financial Reporting". We cannot assure you, however, that these remediation measures will fully address the material weaknesses in our internal control over financial reporting or that we will conclude that the material weaknesses have been fully remediated. Additionally, we cannot assure you that we will not identify a material weakness or significant deficiency in the future. If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately and timely report on our operating results or financial condition, which could adversely affect investor confidence in our company and the market price of our subordinate voting shares.

We may not be able to realize the entire book value of goodwill and other intangible assets from acquisitions.

We anticipate recording a significant amount of goodwill and intangible assets in connection with our acquisition strategy. For example, the acquisitions of CCC and Lionbridge AI have increased our goodwill and intangible assets balances significantly. Our carrying value of goodwill and intangible

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assets is periodically tested for impairment on an annual basis. We assess our goodwill and intangible assets by comparing the recoverable amounts of our cash generating unit to its carrying value. To the extent that the carrying value exceeds its recoverable amount, the excess amount would be recorded as a reduction in the carrying value of the asset and any remainder would be recorded as a reduction in the carrying value of the assets on a pro-rated basis. In the event that the carrying amount of goodwill or the intangible assets are impaired, any such impairment would be charged to earnings in the period of impairment. Since this involves the use of critical accounting policies and estimates, we cannot assure that future impairment of goodwill or intangible assets will not have a material adverse effect on our financial performance.

We may incur liabilities for which we are not insured, and may suffer reputational damage in connection with certain claims against us.

We could be sued directly for claims that could be significant, such as claims related to breaches of privacy or network security, infringement of intellectual property rights, violation of wage and hour laws, or systemic discrimination, and our contracts may not fully limit or insulate us from those liabilities. Additionally, in our contracts with our clients, we indemnify our clients for losses they may incur for our failure to deliver services pursuant to the terms of service set forth in such service contracts, and a limited number of our service contracts provide for high or unlimited liability for the benefit of our clients related to damages resulting from breaches of privacy or data security in connection with the provision of our services. Although we have various insurance coverage plans in place, including coverage for general liability, errors or omissions, property damage or loss and information security and privacy liability, that coverage may not continue to be available on reasonable terms or in sufficient amounts to cover one or more claims. The policies may also have exclusions which would limit our ability to recover under them, the limits under the policy may be insufficient, or our insurers may deny coverage following their investigation of a claim. Currently we do not have insurance in place for certain types of claims, such as patent infringement, violation of wage and hour laws, failure to provide equal pay in the United States and our indemnification obligations to our clients based on employment law, because it is either not available or is not economically feasible. The successful assertion of one or more large claims against us that are excluded from our insurance coverage or exceed available insurance coverage, or changes in our insurance policies (including premium increases, the imposition of large deductible or co-insurance requirements, changes in terms and conditions or outright cancellation or non-renewal of coverage), could have a material adverse effect on our business, financial performance, financial condition and cash flows. Furthermore, the assertion of such claims, whether or not successful, could cause us to incur reputational damage, which could have a material adverse effect on our business, financial performance, financial condition and cash flows.

We may not be able to comply with the covenants in our credit agreement, service our debt or obtain additional financing on competitive terms, which could result in a default of our credit agreement.

Our credit agreement contains various restrictive covenants. Our ability to comply with the restrictive covenants in our credit agreement, including the net debt to EBITDA ratio covenant will depend upon our future performance and various other factors, including but not limited to the impacts of the COVID-19 pandemic on our business, financial performance, financial condition and cash flows, any prolonged recessionary economic environment that may develop and competitive factors, many of which are beyond our control. The credit agreement also contains covenants related to our relationship with TELUS, which are not in our control. We may not be able to maintain compliance with all of these covenants. In that event, we may not be able to access the borrowing availability under our credit agreement and we may need to seek an amendment to our credit agreement or may need to refinance our indebtedness. There can be no assurance that we can obtain future amendments of or waivers under our existing and any future credit agreements and instruments, or refinance borrowings under

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our credit agreement, and, even if we were able to obtain an amendment or waiver in the future, such relief may only last for a limited period. Any noncompliance by us with the covenants under our credit agreement could result in an event of default thereunder, which may allow the lenders to accelerate payment of the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. In the event our creditors accelerate the repayment of our indebtedness, we cannot assure you that we would have sufficient assets to make such repayment.

Our cash flow from operating activities will provide the primary source of funds for our debt service payments. If our cash flow from operating activities declines, we may not be able to service or refinance our current debt, which could adversely affect our business and financial condition. Our credit facility exposes us to changes in interest rates. We currently hedge a portion of our variable rate interest exposure but such hedging activities may not be successful in mitigating the risk of increasing interest rates, which may increase our debt service payments.

In preparing our financial statements, we make certain assumptions, judgments and estimates that affect amounts reported in our consolidated financial statements, which, if not accurate, may significantly impact our financial results. We make assumptions, judgments and estimates for a number of items, including those listed in the section "Management's Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures about Market Risk—Critical Accounting Policies and Estimates". These assumptions, judgments and estimates are drawn from historical experience and various other factors that we believe are reasonable under the circumstances as at the date of the consolidated financial statements. Actual results could differ materially from our estimates, and such differences could significantly impact our financial results.

Fluctuations in foreign currency exchange rates could harm our financial performance.

Our functional currency is the U.S. dollar, but we also generate revenue and incur expenses in other currencies, including the euro, the Philippine peso and the Canadian dollar. As we expand our operations to new countries, our exposure to fluctuations in these currencies may increase and we may incur expenses in other currencies. There may be fluctuations in currency exchange rates between the U.S. dollar and other currencies we transact in which may adversely impact our financial results. In addition, the impact of the COVID-19 pandemic on macroeconomic conditions may impact the proper functioning of financial and capital markets and result in unpredictable fluctuations in foreign currency exchange rates.

Our financial performance could be adversely affected over time by certain movements in exchange rates, particularly if currencies in which we incur expenses appreciate against the U.S. dollar or if the currencies in which we receive revenues depreciate against the U.S. dollar. Although we take steps to hedge a portion of our foreign currency exposures, there is no assurance that our hedging strategy will be successful or that the hedging markets will have sufficient liquidity or depth for us to implement our strategy in a cost-effective manner. In addition, in some countries such as India and China, we are subject to legal restrictions on hedging activities, as well as convertibility of currencies, which could limit our ability to use cash generated in one country to invest in another and could limit our ability to hedge our exposures. Finally, our hedging policies only provide near term protection from exchange rate fluctuations. If currencies in which we incur expenses appreciate against the U.S. dollar, we may have to consider additional means of maintaining profitability, including by increasing pricing or reducing costs, which may or may not be achievable.

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Our financial condition could be negatively affected if countries reduce or withdraw tax benefits and other incentives currently provided to companies within our industry or if we are no longer eligible for these benefits.

TELUS International operates in various jurisdictions including Austria, Bosnia and Herzegovina, Bulgaria, Canada, China, El Salvador, France, Germany, Guatemala, India, Ireland, Latvia, the Philippines, Poland, Romania, Slovakia, Spain, Switzerland, Turkey and the United States, which increases our exposures to multiple forms of taxation. Our tax expense and cash tax liability in the future could be adversely affected by various factors, including, but not limited to, changes in tax laws (including tax rates), regulations, accounting principles or interpretations, the potential adverse outcome of tax examinations and international tax complexity and compliance. Changes in the valuation of deferred tax assets and liabilities, which may result from a decline in our profitability or changes in tax rates or legislation, could have a material adverse effect on our tax expense.

Our subsidiaries file tax returns and pay taxes in the various jurisdictions in which they are a resident and carry on their business activities. Our tax expense and cash tax liability (including interest and penalties) could be adversely affected if a country were to successfully argue that any of our subsidiaries is resident in, or carries on business in, a country that is different from any jurisdiction in which it files its tax returns and pays taxes.

Certain cross-border payments may be subject to withholding taxes in the jurisdiction of the payer. Our tax expense and cash tax liability (including interest and penalties) could be adversely affected if a country were to successfully argue that any cross-border payments by our subsidiaries are subject to withholding tax in a manner or at a rate that is different from any amounts actually withheld in respect of any applicable withholding taxes. In addition, our tax expense and cash tax liability (including interest and penalties) could be adversely affected if a country were to dispute the quantum and timing of any deduction related to any cross-border payment.

Certain of our delivery locations in India, which were established in Special Economic Zones ("SEZ"), are eligible for tax incentives until 2024. These delivery locations are eligible for a 100% income tax exemption for the first five years of operation and a 50% exemption for a period of up to ten years thereafter if certain conditions are met. Minimum tax is paid on income subject to the SEZ incentives which generates credits that can be carried forward for 15 years to be applied against taxes payable on regular income. Additionally, there were new delivery locations established during the fiscal year ended March 31, 2019, which are eligible for tax incentives until 2034. While the SEZ incentive program for new facilities was terminated effective March 31, 2020, we anticipate establishing additional delivery locations in existing SEZs in the future that should be eligible for the same incentives.

As our SEZ legislation benefits are being phased out, our Indian tax expense may materially increase and our after-tax profitability may be materially reduced, unless we can obtain comparable benefits under new legislation or otherwise reduce our tax liability. Minimum taxes imposed on the exempt income may increase our tax expense in future years if the minimum tax credits cannot be fully utilized during the carryover period.

We also benefit from corporate tax incentives for our Philippine delivery locations. These incentives are administered by the Philippine Economic Zone Authority ("PEZA") and initially provide a four-year tax holiday for each PEZA registered location, followed by a preferential tax rate of 5% of gross profit. The PEZA incentive regime yields an average effective tax rate of less than 10% of pre-tax income with the rate determined by how many of the PEZA registered locations were in the exemption period during the year. The proposed Corporate Recovery and Tax Incentives for Enterprises (CREATE) Act released in May 2020, contains modifications to existing tax incentive programs with a proposal to increase the 5% tax on gross profit to 10% by 2023. Failure to qualify for favorable tax regimes in the Philippines (including as a result of their repeal) could result in income generated from

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centers in the Philippines being taxed at the prevailing annual tax rate (which is proposed, under CREATE, to be reduced from 30% to 25% effective immediately, and ultimately to 20% by 2027).

Our operations in El Salvador benefit from a favorable tax exemption. Failure to qualify for the favorable tax regime in El Salvador (including as a result of its repeal) could result in income generated from centers in El Salvador being taxed at the prevailing annual tax rate of 30%.

Our operations in the United States may be subject to the Base Erosion and Anti-Abuse Tax ("BEAT") starting in 2021. The BEAT operates as a minimum tax (10% for taxable years before 2026 and 12.5% thereafter) and is generally calculated as a percentage of the "modified taxable income" of an "applicable taxpayer". The BEAT applies for a taxable year only to the extent it exceeds a taxpayer's regular corporate income tax liability for such year (determined without regard to certain tax credits). Certain subsidiaries organized in the United States are expected to become "applicable taxpayers" in 2021 so they may incur a BEAT tax liability. In addition, the Internal Revenue Service ("IRS") could disagree with our calculation of the amount of the BEAT tax liability or otherwise assert we owe additional tax. If our subsidiaries in the United States are subject to the BEAT, it could significantly increase their tax liability.

As a result of the foregoing, our overall effective tax rate may increase in future years and such increase may be material and may have an adverse impact on our business, financial performance, financial condition and cash flows.

If tax authorities were to successfully challenge the transfer pricing of our cross-border intercompany transactions, our tax liability may increase.

We have cross-border transactions among our subsidiaries in relation to various aspects of our business, including operations, financing, marketing, sales and delivery functions. Canadian transfer pricing regulations, as well as regulations applicable in other countries in which we operate, require that any international transaction involving associated enterprises be on arm's-length terms and conditions. We view the transactions entered into by our subsidiaries to be in accordance with the relevant transfer pricing laws and regulations. If, however, a tax authority in any jurisdiction successfully challenges our position and asserts that the terms and conditions of such transactions are not on arm's length terms and conditions, or that other income of our affiliates should be taxed in that jurisdiction, we may incur increased tax liability, including accrued interest and penalties, which would cause our tax expense to increase, possibly materially, thereby reducing our profitability and cash flows, which in turn could have a material adverse effect on our financial performance, effective tax rate and financial condition.

Tax legislation and the results of actions by taxing authorities may have an adverse effect on our operations and our overall tax rate.

The Government of Canada or other jurisdictions where we have a presence could enact new tax legislation which could have a material adverse effect on our business, financial performance, financial condition and cash flows. In addition, our ability to repatriate surplus earnings from our delivery locations in a tax-efficient manner is dependent upon interpretations of local laws, possible changes in such laws and the renegotiation of existing bilateral tax treaties. Changes to any of these may adversely affect our overall tax rate, or the cost of our services to our clients, which could have a material adverse effect on our business, financial performance, financial condition and cash flows.

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Certain income of our non-Canadian subsidiaries may be taxable in Canada, and if the Canadian tax authorities were to successfully dispute the quantum of such income, our tax expense and tax liability may increase.

Certain income of our non-Canadian subsidiaries that is passive in nature or that has a particular connection to Canada may be taxable in Canada under the "foreign affiliate property income" ("FAPI") regime in the Income Tax Act (Canada). Our tax expense and cash tax liability (including interest and penalties) could be adversely affected if the Canadian tax authorities were to successfully dispute the quantum of any FAPI earned by our non-Canadian subsidiaries, thereby adversely affecting our business, financial performance, financial condition and cash flows.

We and our clients are subject to laws and regulations globally, which increases the difficulty of compliance and may involve significant costs and risks. Any failure to comply with applicable legal and regulatory requirements could have a material adverse effect on our business, financial performance, financial condition and cash flows.

The jurisdictions where we operate, as well as our contracts, require us to comply with or facilitate our clients' compliance with numerous, complex and sometimes conflicting legal regimes, both domestically and internationally. These laws and regulations relate to a number of aspects of our business, including anti-corruption, internal and disclosure control obligations, data privacy and protection, wage-and-hour standards, employment and labor relations, trade protections and restrictions, import and export control, tariffs, taxation, sanctions, data and transaction processing security, payment card industry data security standards, records management, user-generated content hosted on websites we operate, privacy practices, data residency, corporate governance, anti-trust and competition, team member and third-party complaints, telemarketing regulations, telephone consumer regulations, government affairs and other regulatory requirements affecting trade and investment. Our clients are located around the world, and the laws and regulations that apply include, among others, U.S. federal laws and regulations such as the Fair Credit Reporting Act, Gramm-Leach-Bliley Act, the Health Insurance Portability and Accountability Act ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act, Telephone Consumer Protection Act, Telemarketing Sales Rule, state laws on third-party administration services, utilization review services, data privacy and protection telemarketing services or state laws on debt collection in the U.S., collectively enforced by numerous federal and state government agencies and attorneys general, as well as similar consumer protection laws in other countries in which our clients' customers are based. Failure to perform our services in a manner that complies with any such requirements could result in breaches of contracts with our clients. The application of these laws and regulations to our clients is often unclear and may at times conflict. The global nature of our operations increases the difficulty of compliance. For example, in many foreign countries, particularly in those with developing economies, it is common to engage in business practices that are prohibited by regulations applicable to us or our clients, including Canada's Corruption of Foreign Public Officials Act and the United States Foreign Corrupt Practices Act. We cannot provide assurance that our clients will not take actions in violation of our internal policies or Canadian or United States laws. Compliance with these laws and regulations may further be challenged by the remote-working environment caused by the COVID-19 pandemic. For example, payment card industry and HIPAA guidance is evolving in light of the increase in remote-working conditions globally, and thus there exists uncertainty over the additional cost and ability to comply with such evolving standards. Compliance with these laws and regulations may involve significant costs, consume significant time and resources or require changes in our business practices that result in reduced revenue and profitability. We may also face burdensome and expensive governmental investigations or enforcement actions regarding our compliance, including being subject to significant fines. Non-compliance could also result in fines, damages, criminal sanctions against us, our officers or our team members, prohibitions on the conduct of our business, and damage to our reputation, restrictions on our ability to process information, allegations by our clients that we have not performed our contractual obligations

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or other unintended consequences. In addition, we are required under various laws to obtain and maintain accreditations, permits and/or licenses for the conduct of our business in all jurisdictions in which we have operations and, in some cases, where our clients receive our services, including the United States, Canada and Europe. If we do not maintain our accreditations, licenses or other qualifications to provide our services or if we do not adapt to changes in legislation or regulation, we may have to cease operations in the relevant jurisdictions and may not be able to provide services to existing clients or be able to attract new clients. Our failure to comply with applicable legal and regulatory requirements could have a material adverse effect on our business, financial performance, financial condition and cash flows.

We are subject to economic, political and other risks of doing business globally and in emerging markets.

We are a global business with a substantial majority of our assets and operations located outside Canada and the United States. In addition, our business strategies may involve expanding or developing our business in emerging market regions, including Europe and Asia-Pacific. Due to the international nature of our business, we are exposed to various risks of international operations, including:

•: adverse trade policies or trade barriers;
•: inflation, hyperinflation and adverse economic effects resulting from governmental attempts to control inflation, such as the imposition of wage and price controls and higher interest rates;
•: difficulties in enforcing agreements or judgments and collecting receivables in foreign jurisdictions;
•: exchange controls or other currency restrictions and limitations on the movement of funds, such as on the remittance of dividends by subsidiaries;
•: inadequate infrastructure and logistics challenges;
•: sovereign risk and the risk of government intervention, including through expropriation, or regulation of the economy;
•: challenges in maintaining an effective internal control environment with operations in multiple international locations, including language and cultural differences, expertise in international locations and multiple financial information systems;
•: concerns relating to the protection and security of our personnel and assets; and
•: labor disruptions, civil unrest, significant political instability, wars or other armed conflict.

These risks may impede our strategy by limiting the countries and regions in which we are able to expand. The impacts of these risks may also only materialize after we have begun preparations and made investments to provide services in this new country or region. The exposure to these risks may require us to incur additional costs to mitigate the impact of these risks on our business.

Additionally, there continues to be a great deal of uncertainty regarding U.S. and global trade policies for companies with multinational operations like ours. In recent years, there has been an increase in populism and nationalism in various countries around the world and, consequently, historical free trade principles are being challenged. For example, the U.S. government has indicated its intent to adopt a new approach to trade policy and, in some cases, to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements. As we continue to operate our business globally, our success will depend, in part, on the nature and extent of any such changes and how well we are able to anticipate, respond to and effectively manage any such changes.

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Finally, international trade and political disputes can adversely affect the operations of multinational corporations like ours by limiting or disrupting trade and business activity between countries or regions. For example, we may be required to limit or halt operations, terminate client relationships or forego profitable client opportunities in countries which may, in the future, be subject to sanctions or other restrictions on business activity by corporations such as ours, by U.S. or Canadian legislation, executive order or otherwise. Some of our clients have been targeted by and may, in the future, be subject to such sanctions. Additionally, failure to resolve the trade dispute between the countries may also lead to unexpected operating difficulties in certain countries, including enhanced regulatory scrutiny, greater difficulty transferring funds or negative currency impacts.

All the foregoing could have a material adverse effect on our business, financial performance, financial condition and prospects.

Some of our contractual arrangements with our clients require us to deliver a minimum quality of service, and our failure to meet those quality standards could adversely impact our business or subject us to liability or penalties.

Most of our agreements with clients contain service level and performance requirements, including requirements relating to the quality of our services. The services we provide are often critical to our clients' businesses, and any failure to consistently provide those services in accordance with contractual specifications, whether as a result of errors made by our team members or otherwise, could disrupt the client's business and result in harm to our reputation, reduction of the likelihood that our clients recommend us to others, an obligation for us to pay penalties to the client under the contract, a reduction in revenues or a claim for substantial damages against us, regardless of whether we are responsible for that failure. In addition, lockdowns and other measures imposed by governments around the world, as well as other resulting impacts of the COVID-19 pandemic, may result in our temporary inability to meet the service level and performance requirements of our clients. If we fail to meet our contractual obligations or otherwise breach obligations to our clients or vendors, we could be subject to legal liability.

We may enter into non-standard agreements because we perceive an important economic opportunity by doing so or because our personnel did not adequately adhere to our guidelines for the entry into contracts with new or existing clients. In addition, with respect to our client contracts, the contracting practices of our competitors may cause contract terms and conditions that are unfavorable to us to become standard in the marketplace. If we cannot or do not perform our obligations with clients or vendors, we could face legal liability and our contracts might not always protect us adequately through limitations on the scope and/or amount of our potential liability. If we cannot, or do not, meet our contractual obligations to provide solutions and services to clients, and if our exposure is not adequately limited through the enforceable terms of our agreements, we might face significant legal liability and our business, financial performance, financial condition and cash flows could be materially and adversely affected. Similarly, if we cannot, or do not, meet our contractual obligations with vendors, such as licensors, the vendors may have the right to terminate the contract, in which case we may not be able to provide clients solutions and services dependent on the products or services provided to us by such contracts.

The unauthorized disclosure of sensitive or confidential client and customer data could expose us to protracted and costly litigation, damage our reputation and cause us to lose clients.

We are typically required to process, and sometimes collect and/or store sensitive data, including, but not limited to, personal data regulated by the General Data Protection Regulation ("GDPR"), The Personal Information Protection and Electronic Documents Act, California Consumer Privacy Act ("CCPA"), the California Invasion of Privacy Act, Personal Data Protection Bill of 2018, and the Data Privacy Act of 2012, of our clients' end customers in connection with our services, including names,

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addresses, social security numbers, personal health information, credit card account numbers, checking and savings account numbers and payment history records, such as account closures and returned checks. In addition, we collect and store data regarding our team members. As a result, we are subject to various data protection laws and regulations (as described above), and other industry-specific regulations and privacy laws and standards in the countries in which we operate, including the GDPR, the CCPA, the HIPAA, the Health Information Technology for Economic and Clinical Health Act and the Payment Card Industry Data Security Standard, and the failure to comply with such laws could result in significant fines and penalties. The legislative and regulatory frameworks for privacy issues is constantly evolving in many countries where we operate and are likely to remain uncertain and dynamic for the foreseeable future. Legislators and regulators in numerous jurisdictions are increasingly adopting new privacy, information security and data protection guidance, laws and regulations, and compliance with current or future privacy, information security and data protection laws and regulations could result in higher compliance, technology or operating costs. The interpretation and application of such laws is often unclear or unsettled, and such laws may be interpreted and applied in a manner inconsistent with our current policies and practices, which may require changes to the features of our company's platform or prohibit certain of our operations in certain jurisdictions. In addition, certain jurisdictions have adopted laws and regulations that restrict the transfer of data belonging to residents outside of their country. These laws and regulations could limit our ability to transfer such data to the locations in which we conduct operations, which would place limitations on our ability to operate our business.

Many jurisdictions, including all U.S. states, have enacted laws requiring companies to notify individuals and authorities of security breaches involving certain types of personal information. In addition, our agreements with our clients may obligate us to investigate and notify our clients of, and provide cooperation to our clients with respect to, such breaches. Many of our agreements with our clients do not include any limitation on our liability to them with respect to breaches of our obligation to keep the information we receive from them confidential. A failure to comply with these notification requirements could expose us to liability.

In the European Union, the GDPR went into effect in May 2018. The GDPR supersedes European Union member states' national protection laws and imposes privacy and data security compliance obligations and increased penalties for noncompliance. In particular, the GDPR has introduced numerous privacy-related changes for companies operating within and outside the European Union, including greater control for, and rights granted to, data subjects, increased data portability for European Union consumers, data breach notification requirements, restrictions on automated decision-making and increased fines. GDPR enforcement has begun, and companies have faced fines for violations of certain provisions. Fines can reach as high as 4% of a company's annual total revenue, potentially including the revenue of a company's international affiliates. Additionally, foreign governments outside of the European Union are also taking steps to fortify their data privacy laws and regulations. For example, Brazil, India, the Philippines as well as some countries in Central America and Asia-Pacific and some U.S. states, have implemented or are considering GDPR-like data protection laws which could impact our engagements with clients (existing and potential), vendors and team members in those countries. The GDPR and the introduction of similar legislation in other jurisdictions increases the cost of regulatory compliance and increases the risk of non-compliance therewith, which could have an adverse effect on our business, financial performance, financial condition and cash flows.

Although our network security and the authentication of our customer credentials are designed to protect against unauthorized disclosure, alteration and destruction of, and access to, data on our networks, it is impossible for such security measures to be perfectly effective. There can be no assurance that such measures will function as expected or will be sufficient to protect our network infrastructure against certain attacks, and there can be no assurance that such measures will successfully prevent or mitigate service interruptions or further security incidents. All network infrastructure is

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vulnerable to rapidly evolving cyber-attacks, and our user data and corporate systems and security measures may be breached due to the actions of outside parties (including malicious cyberattacks), team member error, malfeasance, internal bad actors, a combination of these, or otherwise. A breach may allow an unauthorized party to obtain access to or exfiltrate our data or our users' or clients' data. Additionally, outside parties may attempt to fraudulently induce team members, users or clients to install malicious software, disclose sensitive information or access credentials, or take other actions that may provide access to our data or our users' or clients' data. Because modern networking and computing environments are increasing in complexity and techniques used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently, increase in sophistication over time or may be designed to remain dormant until a predetermined event and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of our security occurs (or a breach of a client's security that can be attributed to our fault or is perceived to be our fault), the market perception of the effectiveness of our security measures could be harmed and we could lose users and clients. Security breaches also expose us to a risk of loss of this information, class action or other litigation brought both by clients and by individuals whose information was compromised, remediation costs, increased costs for security measures, loss of revenue, damage to our reputation, and potential liability.

While we believe our team members undergo appropriate training, if any person, including any of our team members, negligently disregards or intentionally breaches controls or procedures with which we are responsible for complying with respect to such data or otherwise mismanages or misappropriates that data, or if unauthorized access to or disclosure of data in our possession or control occurs, we could be subject to significant liability to our clients or our clients' customers for breaching contractual confidentiality and security provisions or for permitting access to personal information subject to privacy laws, as well as liability and penalties in connection with any violation of applicable privacy laws or criminal prosecution. Unauthorized disclosure of sensitive or confidential client or team member data, whether through breach of computer systems, systems failure, team member negligence, fraud or misappropriation, or otherwise, could damage our reputation and cause us to lose clients and result in liability to individuals whose information was compromised. Similarly, unauthorized access to or through our information systems and networks or those we develop or manage for our clients, whether by our team members or third parties, could result in negative publicity, damage to our reputation, loss of clients or business, class action or other litigation, costly regulatory investigations and other potential liability.

Additionally, remote-working solutions deployed during the COVID-19 pandemic could result in heightened confidentiality risks on account of services being delivered in a physically unsupervised environment and via computer systems and networks outside of our control and management. If any person, including any of our team members, intentionally or inadvertently penetrates our perimeter or internal network security, computing infrastructure or otherwise mismanages or misappropriates sensitive data, or discloses or distributes any such data in an unauthorized manner, we could be subject to significant liability and class action or other lawsuits from our clients or their customers for breaching contractual confidentiality provisions or privacy laws, or investigations and penalties from regulators. Under some of our client contracts, we have, from time to time, agreed to pay for the costs of remediation or notice to end users or credit monitoring, as well as other costs.

In addition, certain third parties to whom we outsource certain of our services or functions, or with whom we interface, store our information assets or our clients' confidential information, as well as those third parties' providers, are also subject to the risks outlined above. Although we generally require our vendors to hold sufficient liability insurance and provide indemnification for any liability resulting from the vendor's breach of the services agreement, a breach or attack affecting these third parties, any delays in our awareness of the occurrence of such breach or attack, and our or third parties' inability to promptly remedy such a breach or attack, could also harm our reputation, business,

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financial performance, financial condition and cash flows, and could subject us to liability for damages to our clients and their customers. Failure to select third parties that have robust cybersecurity and privacy capabilities may also jeopardize our ability to attract new clients, who may factor their assessment of risks associated with such third parties in their decision.

Cyber-attacks penetrating the network security of our data centers or any unauthorized disclosure or access to confidential information and data of our clients or their end customers could also have a negative impact on our reputation and client confidence, which could have a material adverse effect on our business, financial performance, financial condition and cash flows.

Our team members, contractors, consultants or other associated parties may behave in contravention of our internal policies or laws and regulations applicable to us, or otherwise act unethically or illegally, which could harm our reputation or subject us to liability.

We have implemented and expect to implement a number of internal policies, including a code of ethics and conduct and policies related to security, privacy, respectful behavior in the workplace, anti-bribery and anti-corruption, security, localized labor and employment regulations, health and safety and securities trading in order to promote and enforce ethical conduct and compliance with laws and regulations applicable to us. Compliance with these policies requires awareness and understanding of the policies and any changes therein by the parties to whom they apply. We may fail to effectively or timely communicate internal policies or changes therein to our team members, contractors, consultants or other associates, and such persons may otherwise fail to follow our policies for reasons beyond our control. We are exposed to the risk that our team members, independent contractors, consultants or other associates may engage in activity that is unethical, illegal or otherwise contravenes our internal policies or the laws and regulations applicable to us, whether intentionally, recklessly or negligently. It may not always be possible to identify and deter misconduct, and the precautions we take to detect and prevent this activity may be ineffective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including harm to our reputation and the imposition of significant fines or other sanctions, all of which could have a material adverse effect on our client relationships, business, financial condition and financial performance.

Our ability to meet the expectations of clients of our content moderation services, including the expectations of their users, and the expectations of our clients towards our ability to meet the demands of their future growth, may be adversely impacted due to factors beyond our control, which could have an adverse effect on our business, reputation, financial performance, financial condition and cash flows, and could expose us to liability.

Our content moderation team members may erroneously or deliberately flag or remove content or fail to take action with respect to content that is not in accordance with the requirements set out by our clients. Any combination of the foregoing may result in a failure to meet our clients' expectations, which could result in clients reducing or terminating their services with us and which could have an adverse effect on our business, reputation, financial performance, financial condition and cash flows.

The content that our team members analyze is selected for review by our clients and moderated by our team members based on our clients' policies and rules. The tools used by our clients to identify content may fail to identify content that violates relevant content policy or community guidelines or, in certain jurisdictions, legal requirements. This could be the result of deliberate evasive actions by users, limitations in our clients' content identification tools, bias, errors, malfunctions and other factors. In addition, our team members may erroneously moderate content due to the subjective nature of our clients' policies or rules or simply because of a mistake. Objectionable content that our clients and their

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users expect our content moderation team members to review and remove could therefore not be subject to review by our team members or be improperly moderated. Although the design of the methods employed to select content for review are not within the scope of the services we provide, the failure of objectionable content to be appropriately moderated on our clients' platform, for whatever reason, could adversely impact our reputation for content moderation service delivery and our ability to attract and retain clients. Additionally, a failure to properly moderate objectionable content on our clients' platform could expose us to liability to users of our clients' platform. Furthermore, as we continue to expand our content moderation service offerings, certain clients may require us to assume liability for failure to comply with certain contractual requirements imposed by the client related to certain objectionable user-generated content on our clients' platforms, which may increase our costs and materially impact our results of operations.

Furthermore, as demand for our content moderation solutions grows, we will need to scale our operations to address the demand from our clients. Although the amount of content that we are required to moderate under our contracts with our clients is agreed to in advance, our clients may experience a sudden, unexpected increase in content requiring moderation resulting in an unplanned increase in the need for our services for which a contract is not in place. In the face of this increased demand from our clients, we may not be able to effectively scale our operations by hiring, training and integrating new qualified content moderation team members. Any inability to quickly scale our content moderation team or to meet the demands of our content moderation clients may result in a loss of clients or business or damage to our reputation, which could have an adverse effect on our business, reputation, financial performance, financial condition and cash flows.

Our content moderation team members may suffer adverse emotional or cognitive effects in the course of performing their work, which could adversely affect our ability to attract and retain team members and could result in increased costs, including due to claims against us.

Our content moderation team members are tasked with reviewing discriminatory, threatening, offensive, illegal or otherwise inappropriate multimedia content. Reviewing this content is emotionally and cognitively challenging for many of our team members, which may result in our team members suffering adverse psychological or emotional consequences. These impacts could lead to higher expenses to support our team members, higher levels of voluntary attrition and increased difficulty retaining and attracting team members. If we are not able to effectively attract and retain content moderation team members, we may experience a decline in our ability to meet our clients' expectations, which may adversely impact the demand for our services.

Additionally, we may be required under applicable law to provide accommodations for team members who experience or who assert they are experiencing mental health consequences. These accommodations could result in increased costs and reductions in the availability of team members who can perform these tasks, which could have a material adverse effect on our financial results. Our content moderation team members may also make claims under workers' compensation programs or other public or private insurance programs in connection with negative mental health consequences experienced in connection with their employment, which could result in increased costs. We may also be exposed to claims by team members under applicable labor and other laws. Such litigation, whether or not ultimately successful, could involve significant legal fees and result in costly remediation, including payments for psychological treatment and ongoing monitoring, preventative intervention and treatment costs, which could have a material adverse effect on our financial results. While we have taken meaningful measures to ensure the well-being of our team members, these measures may not be sufficient to mitigate the effects on team members or our potential liability under applicable law.

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Our business could be materially and adversely affected if we do not protect our intellectual property or if our services are found to infringe on the intellectual property of others.

Our success depends in part on certain methodologies, practices, tools and technical expertise we utilize in providing our services. We engage in designing, developing, implementing and maintaining applications and other proprietary materials. In order to protect our rights in these various materials, we may seek protection under trade secret, patent, copyright and trademark laws. We also generally enter into confidentiality and nondisclosure agreements with our clients and potential clients, and third-party vendors, and seek to limit access to and distribution of our proprietary information. For our team members and independent contractors, we require confidentiality and proprietary information agreements. These measures may not prevent misappropriation or infringement of our intellectual property or proprietary information and a resulting loss of competitive advantage. Additionally, we may not be successful in obtaining or maintaining trademarks for which we have applied.

We may be unable to protect our intellectual property and proprietary technology or brand effectively, which may allow competitors to duplicate our technology and products and may adversely affect our ability to compete with them. Given our international operations, the laws, rules, regulations and treaties in effect in the jurisdictions in which we operate, the contractual and other protective measures we take may not be adequate to protect us from misappropriation or unauthorized use of our intellectual property, or from the risk that such laws could change. To the extent that we do not protect our intellectual property effectively, other parties, including former team members, with knowledge of our intellectual property may leave and seek to exploit our intellectual property for their own or others' advantage. We may not be able to detect unauthorized use and take appropriate steps to enforce our rights, and any such steps may not be successful. Infringement by others of our intellectual property, including the costs of enforcing our intellectual property rights, may have a material adverse effect on our business, financial performance, financial condition and cash flows.

In addition, competitors or others may allege that our systems, processes, marketing, data usage or technologies infringe on their intellectual property rights. Non-practicing entities may also bring baseless, but nonetheless costly to defend, infringement claims. We could be required to indemnify our clients if they are sued by a third party for intellectual property infringement arising from materials that we have provided to the clients in connection with our services and deliverables. We may not be successful in defending against such intellectual property claims or in obtaining licenses or an agreement to resolve any intellectual property disputes. Given the complex, rapidly changing and competitive technological and business environment in which we operate, and the potential risks and uncertainties of intellectual property-related litigation, we cannot provide assurances that a future assertion of an infringement claim against us or our clients will not cause us to alter our business practices, lose significant revenues, incur significant license, royalty or technology development expenses, or pay significant monetary damages or legal fees and costs. Any such claim for intellectual property infringement may have a material adverse effect on our business, financial performance, financial condition and cash flows.

We may be subject to litigation and other disputes, which could result in significant liabilities and adversely impact our financial results.

From time to time, we are subject to lawsuits, arbitration proceedings, and other claims brought or threatened against us in the ordinary course of business. These actions and proceedings may involve claims for, among other things, compensation for personal injury, workers' compensation, employment discrimination and other employment-related damages, damages related to breaches of privacy or data security, breach of contract, property damage, liquidated damages, consequential damages, punitive damages and civil penalties or other losses, or injunctive or declaratory relief. In addition, we may also be subject to class action lawsuits, including those alleging violations of the Fair Labor Standards Act, state and municipal wage and hour laws, and misclassification of independent contractors.

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Due to the inherent uncertainties of litigation and other dispute resolution proceedings, we cannot accurately predict their ultimate outcome. The outcome of litigation, particularly class action lawsuits, is difficult to assess or quantify. Class action lawsuits may seek recovery of very large or indeterminate amounts. Accordingly, the magnitude of the potential loss may remain unknown for substantial periods of time. These proceedings could result in substantial cost and may require us to devote substantial resources to defend ourselves. The ultimate resolution of any litigation or proceeding through settlement, mediation, or a judgment could have a material impact on our reputation and adversely affect our financial performance and financial position.

Risks Related to Our Acquisition of Lionbridge AI and its Business

Many of the risks affecting our business also impact the business of Lionbridge AI, which we acquired on December 31, 2020. In connection with the acquisition of Lionbridge AI, we are subject to the following risks.

Our acquisition of Lionbridge AI remains subject to review by CFIUS and we are not certain how the outcome of the review will impact our business.

We completed our acquisition of Lionbridge AI on December 31, 2020. In connection with the acquisition, we submitted a declaration filing with CFIUS. At the end of its 30-day assessment of the declaration filing, CFIUS requested that we file a joint voluntary notice pursuant to Section 721 of the Defense Production Act, which triggered an additional 45-day review period. Our understanding is that the additional CFIUS review is focused on certain commercial relationships that TELUS, our controlling shareholder, has with certain foreign telecom network infrastructure vendors. We have submitted the requested joint notice filing and provided additional information requested by CFIUS staff. Based on our discussions with CFIUS staff, we determined we could close the acquisition of Lionbridge AI prior to the conclusion of the pending CFIUS review. While we believe that CFIUS will complete its review of the joint voluntary notice and clear our acquisition of Lionbridge AI without condition, CFIUS may instead request that we and TELUS make assurances regarding our use in the United States of certain telecom network infrastructure equipment sold by foreign entities. The statutory review period for the joint voluntary notice expires in February 2021, at which point CFIUS will either clear the transaction or initiate a 45-day formal investigation. We can provide no assurance regarding the resolution of the CFIUS process, including whether the possible conditions that are described above will be the only conditions that are imposed on us or TELUS. CFIUS may impose additional conditions or mitigation measures, which could increase our estimated costs or otherwise negatively impact our consolidated operations. Although CFIUS has authority to require divestitures in connection with its review of any transaction, it is our understanding that CFIUS sought an additional review period due to its interest in the commercial relationships of TELUS and not based on concerns regarding our business or that of Lionbridge, and we believe based on our discussion with CFIUS staff that the likelihood of a divestment outcome in connection with the Lionbridge acquisition is remote.

Our business would be adversely affected if individuals providing their data annotation services through Lionbridge AI's crowdsourcing solutions were classified as employees.

The classification of certain individuals who provide their services through third party digital platforms as independent contractors is currently being challenged in courts, by legislators and by government agencies in the United States and many other countries where our Lionbridge AI business uses the services of independent contractors. Lionbridge AI has been involved in, and we expect to be involved in, litigation related to this classification. Although Lionbridge AI has made and we will make assessments of the different legal and regulatory implications related to the independent contractor classification of its annotators, we generally believe that most individuals who provide their data annotation services through Lionbridge AI's crowdsourcing solution are independent contractors

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because, among other things, they can choose whether, when, and where to provide services, are free to provide services on competitors' platforms, and use their own equipment. We may not be successful in defending the independent contractor classification in the jurisdictions where we operate or where such classification is challenged. The costs associated with defending, settling, or resolving any future lawsuits (including demands for arbitration) relating to the independent contractor classification could be material to our business.

Changes to foreign, state, and local laws governing the definition or classification of independent contractors, or judicial decisions regarding independent contractor classification, could require classification of our independent contractors as employees (or workers, quasi-employees or other statuses in jurisdictions where those statuses exist) and/or representation of our crowd members by labor unions. If, as a result of legislation or judicial decisions, we are required to classify independent contractors as employees (or as workers, quasi-employees or other statuses in jurisdictions where those statuses exist), we would incur significant additional expenses for compensating independent contractors, potentially including expenses associated with the application of wage and hour laws (including minimum wage, overtime, and meal and rest period requirements), employee benefits, social security contributions, taxes (direct and indirect), and penalties. In addition, if we are required to classify independent contractors as employees in any jurisdiction, this may impact our current financial statement presentation. Further, any such reclassification would require us to change our business model for these services, and consequently have an adverse effect on our business and financial condition. If any of the foregoing were to occur on a widespread basis, we would not realize the expected value of the acquisition of Lionbridge AI and our business, financial condition and results of operations would be adversely affected.

If we are unable to attract or maintain a critical mass of qualified independent contractors, whether as a result of competition or other factors, the crowdsourcing solution of the Lionbridge AI business will become less appealing to our clients, and our financial results would be adversely impacted.

The success of the Lionbridge AI business depends significantly on its ability to attract and retain a large number of individuals to serve as annotators in various geographic markets. If individuals choose not to offer their services through the Lionbridge AI crowdsourcing solution, or elect to offer them through a competitor's solution, we may lack a sufficient supply of qualified individuals to service the entirety of our clients' demand with sufficient speed, scale and quality or at all. To the extent that we are unable to onboard a sufficient number of individuals to provide data annotation services, we may need to increase the incentives that we offer to individuals providing those services in order to maintain sufficient capacity to service our clients, which will increase costs and make our services less competitive. In addition, if Lionbridge AI's top clients reduce the volume of services they receive from the Lionbridge AI business or otherwise limit, modify or terminate their relationships with us, including as a result of the change of control in Lionbridge AI in connection with the acquisition, we may lack sufficient opportunities for our independent contractors to provide annotation services, which may reduce the perceived utility of our solution.

The number of independent contractors on Lionbridge AI's crowdsourcing solution could decline or fluctuate as a result of a number of factors, including individuals ceasing to provide their services through the solution, low switching costs between competitor solutions or services, pricing models (including our inability to maintain or increase certain incentives), or other aspects of our business.

If we were to experience the foregoing supply constraints with respect to recruiting or retaining individuals on our solution, we may not be able to realize the expected value of the acquisition of Lionbridge AI and our business, financial condition and results of operations would be adversely affected.

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We may not be able to integrate Lionbridge AI into our ongoing business operations, which may result in our inability to fully realize the intended benefits of the acquisition, or may disrupt our current operations, which could have a material adverse effect on our business, financial position and results of operations.

Although we have begun the integration of the operations of Lionbridge AI into our business, this process involves complex operational, technological and personnel-related challenges, which are time-consuming and require significant investment and may disrupt our ongoing business operations. Furthermore, integration involves a number of risks, including, but not limited to:

•: difficulties or complications in combining the companies' operations;
•: differences in controls, procedures and policies, regulatory standards and business cultures among the combined companies;
•: the diversion of management's attention from our current business operations;
•: the potential loss of key personnel who choose not to remain with us after the acquisition;
•: labor disputes, strikes and other disruptions arising from the collective bargaining agreements in Finland, Germany and France;
•: the potential loss of key clients who choose not to do business with the combined company, including as a result of change of control provisions being triggered by the acquisition in agreements with key clients, and changes to contractual terms demanded by clients in light of the acquisition;
•: difficulties or delays in consolidating Lionbridge AI's information technology and other platforms, including implementing systems designed to continue to ensure that we maintain effective disclosure controls and procedures and internal control over financial reporting for the combined company and enable us to continue to comply with IFRS and applicable U.S. and Canadian securities laws and regulations;
•: unanticipated costs and other assumed contingent liabilities, including the assumption of Lionbridge AI's existing, threatened and pending litigation;
•: difficulty comparing and integrating financial reporting due to differing financial and/or internal reporting systems;
•: making any necessary modifications to internal controls over financial reporting to comply with applicable rules and regulations;
•: possible tax costs or inefficiencies associated with integrating the operations of the combined global company;
•: we are dependent on a subsidiary of the seller of the Lionbridge AI business, for certain functions following the closing of the acquisition under the terms of our transition services agreement, including the use of its proprietary, tech-enabled workforce recruitment, training and management software platform and database, and it may take longer than expected for us to put in place internal replacement functionality; and/or
•: the subsidiary of the seller of the Lionbridge AI business may not perform as anticipated under the transition services agreement.

These factors could cause us to not fully realize the anticipated financial and/or strategic benefits of the Lionbridge AI acquisition, which could have a material adverse effect on our business, financial condition and/or results of operations.

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Even if we are able to successfully integrate Lionbridge AI into our business operations, we may not be able to realize the revenue and other synergies and growth that we anticipate from the acquisition as expected.

Even if we are able to successfully integrate Lionbridge AI in our company, we may not be able to realize the revenue and other synergies and growth that we anticipate we should achieve from the acquisition in the time frame that we currently expect or at all, and the costs of achieving these benefits may be higher than what we currently expect, because of a number of risks, including, but not limited to the following:

•: the acquisition may not advance our business strategy as we expected;
•: we may not be able to increase Lionbridge AI's client base as expected;
•: Lionbridge AI's top clients, five of whom represented 98% of its revenues for the year ended December 31, 2019, with Google representing 65% of revenues in this period, may limit the volume of services they purchase from Lionbridge AI or otherwise limit or terminate the relationship with Lionbridge AI;
•: we may not be as successful in our cross-selling efforts among our clients and Lionbridge AI's clients as expected;
•: the carrying amounts of goodwill and other purchased intangible assets may not be recoverable;
•: the size of growth in the data annotation market may not meet our expectations and may not grow at the anticipated rate or at all;
•: the combined entity may be unable to successfully compete in Lionbridge AI's markets;
•: Lionbridge AI's independent contractors may be legally required to be classified as employees (or workers or quasi-employees where those statuses exist); and
•: Lionbridge AI may experience a lack of supply of independent contractors that inhibits its ability to serve clients.

As a result of these and other risks applicable to Lionbridge AI's business, some of which may be currently unknown to us, the Lionbridge AI acquisition and integration may not contribute to our results of operations as expected, we may not achieve the expected synergies when expected or at all, and we may not achieve the other anticipated strategic and financial benefits of the acquisition.

The risks arising with respect to the historic business and operations of Lionbridge AI may be different than we anticipate, which could significantly increase the costs and decrease the benefits of the acquisition and materially and adversely affect our operations going forward.

Although we performed significant financial, legal, technological and business due diligence with respect to Lionbridge AI, we may not have appreciated, understood or fully anticipated the extent of the risks associated with its business and the acquisition and integration. In the stock purchase agreement we entered into with LBT Investment Holdings, LLC, we have been indemnified for certain matters in order to mitigate the consequences of certain breaches of surviving covenants and the risks associated with historic operations. Although we have the benefit of the indemnification provisions of the stock purchase agreement and the escrow funds and insurance policies that Lionbridge AI and we have in place, our exercise of due diligence and risk mitigation strategies may not anticipate or mitigate the full risks of the acquisition and the associated costs. We may not be able to contain or control the costs associated with unanticipated risks or liabilities, which could materially and adversely affect our business, liquidity, capital resources or results of operations.

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One of Lionbridge AI's clients accounts for 65% of its revenue and five clients represent 98% of its revenue and loss of or reduction in business from, or consolidation of, these or any of these clients could have a material adverse effect on its and our business, financial condition, financial performance and prospects.

Lionbridge AI has derived a significant portion of its revenue from its top five clients. Google, Lionbridge AI's top client, individually accounted for approximately 65% of revenues for the year ended December 31, 2019, with Lionbridge AI's top five clients combined accounting for approximately 98% of revenues for the same the period. The loss of any of these five clients or a loss of revenue from any one of these clients, whether as a result of our acquisition of Lionbridge AI or otherwise, would have a material adverse effect on our business, financial condition, financial performance and prospects.

Data annotators may be replaced by developing technology, which could have a material adverse effect on our business, financial condition, financial performance and prospects.

The field of data annotation is evolving rapidly. Our data annotation business relies on a team of global data annotators to enact solutions for clients. Developing technology may in the future replace data annotators in performing the annotation services that our human data annotators currently provide. We do not know if, when or to what extent such a change or other technological developments that shifts from the use of human data annotators to a fully technological solution may occur. If our business model does not evolve with such technological developments, such developments could have a material adverse effect on our business, liquidity, capital resources and results of operations.

We face increasing competition from companies that offer services similar to the ones offered by our Lionbridge AI business. If we are unable to differentiate to compete effectively, our business, financial performance, financial condition and cash flows could be materially adversely impacted.

The market for the services offered by our Lionbridge AI business is increasingly competitive and we expect competition to intensify and increase from a number of existing and new competitors. Competitors may have significantly greater market recognition than we do in the field of data annotation and other competitors may be better positioned to market themselves to smaller and mid-sized markets. Many of these existing and new competitors have greater financial, human and other resources, greater technological expertise, longer operating histories and more established relationships than we do in the field of data annotation. In addition, some of these competitors may enter into strategic or commercial relationships among themselves or with larger, more established companies in order to increase their ability to address client needs and increase market share. From time to time, clients who currently use our data annotation services may determine that they can provide these services in-house. As a result, we face the competitive pressure to continually offer our data annotation services in a manner that will be viewed by our clients as better and more cost-effective than what they could provide themselves.

Our inability to compete successfully against companies that offer services similar to our data annotation services and to offer our clients a compelling alternative to taking the services we provide in-house could result in increased client churn, revenue loss, pressures on recruitment and retention of data annotators, service price reductions and increased marketing and promotional expenses, or reduced operating margins which could have a material adverse effect on our business, financial performance, financial condition and cash flows.

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Risks Related to Becoming a Public Company and Our Relationship with TELUS

We have no history of operating as a separate, publicly-traded company, and may not have access to the same resources and advantages that we would have if we did not become a public company, such that our historical financial information is not necessarily representative of the results that we would have achieved as a separate, publicly-traded company and may not be a reliable indicator of our future results.

Although we will remain as a consolidated subsidiary of TELUS for the foreseeable future and continue to enjoy certain benefits, including access to a broad range of service operations outside of our own area of operations (including with certain vendors where we receive services pursuant to such vendor's contract with TELUS), higher purchasing power, and lower overhead costs for certain corporate functions such as investor relations that are provided to us by TELUS, following our initial public offering there is a risk that, by separating from TELUS, we may incur higher costs for certain functions and overhead as we establish independent corporate functions, lose opportunities to pursue integrated strategies with TELUS' other businesses, lose more favorable access to capital markets and other funding facilitated by TELUS, engage vendors for services on terms that are not as favorable as when we had previously received services from such vendors under a TELUS agreement, and become more susceptible to market fluctuations and other adverse events, than we would have been if we did not become a public company. Additionally, as part of TELUS, we have been able to leverage its historical market reputation and performance to recruit and retain key personnel to run our business. As a publicly-traded company, we will not have the same historical market reputation and it may be more difficult for us to recruit or retain such key personnel. Furthermore, after this offering, the cost of capital for our businesses may be higher than TELUS' cost of capital prior to the offering. Other changes may occur in our cost structure, management, financing and business operations as a result of operating as a company separate from TELUS, and these changes could be material to us. As a result, our historical financial information is not necessarily representative of the results that we would have achieved as a separate, publicly-traded company and may not be a reliable indicator of our future results.

We expect that TELUS and its directors and officers will have limited liability to us and could engage in business activities that could be adverse to our interests and negatively affect our business.

TELUS and its directors and officers will have no legal obligation to refrain from engaging in the same or similar business activities or lines of business as we do or from doing business with any of our clients. Any such activities could be adverse to our interests and could negatively affect our business, financial performance, financial condition and cash flows.

Potential indemnification liabilities to TELUS pursuant to various intercompany agreements could materially and adversely affect our businesses, financial condition, financial performance and cash flows.

The agreements between us and TELUS, among other things, provide for indemnification obligations designed to make us financially responsible for substantially all liabilities that may exist relating to our business activities, whether incurred prior to or after the initial public offering. If we are required to indemnify TELUS under the circumstances set forth in the agreements we enter into with TELUS, we may be subject to substantial liabilities. Please refer to the section entitled "Certain Relationships and Related Party Transactions—Our Relationship with TELUS".

After the offering, certain of our executive officers and directors may have actual or potential conflicts of interest.

Certain of our executive officers and directors may have relationships with third parties that could create, or appear to create, potential conflicts of interest. Our executive officers and directors who are executive officers and directors of our significant shareholders could have, or could appear to have,

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conflicts of interests such as where our significant shareholders are required to make decisions that could have implications for both them and us. See "Management".

We may have received better terms from unaffiliated third parties than the terms we will receive in our agreements with TELUS.

The agreements we have entered into and that we will enter into with TELUS in connection with this offering, including the TELUS MSA, the transition and shared services agreement and the master reseller agreement, were prepared, in certain cases, in the context of our initial public offering. These agreements were negotiated by us with TELUS and may not reflect terms that would have been agreed to in an arm's-length negotiation between unaffiliated third parties. For more information on the agreements we have or will enter into, please refer to the section entitled "Certain Relationships and Related Party Transactions".

Risks Related to Our Subordinate Voting Shares

The dual-class structure that will be contained in our articles has the effect of concentrating voting control and the ability to influence corporate matters with TELUS and Baring, who held our shares prior to our initial public offering.

Following the consummation of this offering, we will have two classes of shares outstanding: multiple voting shares and subordinate voting shares. Our multiple voting shares will have ten votes per share and our subordinate voting shares, which are the shares we and the selling shareholders are selling in this offering, will have one vote per share. TELUS and Baring are the only shareholders who hold the multiple voting shares. Following the completion of this offering, it is expected that TELUS will have approximately % of the combined voting power of our outstanding shares and Baring will have approximately % of the combined voting power of our outstanding shares (or, if the underwriters' over-allotment option is exercised in full, TELUS and Baring would have approximately % and % , respectively, of the combined voting power of our outstanding shares following this offering).

As a result of the dual-class share structure, TELUS will control a majority of the combined voting power of our shares and therefore be able to control all matters submitted to our shareholders for approval until such date that TELUS sells its multiple voting shares, chooses to voluntarily convert them into subordinate voting shares or it retains less than % of our outstanding shares on a combined basis, which would result in the automatic conversion of its remaining multiple voting shares into subordinate voting shares. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transaction requiring shareholder approval. The voting control may also prevent or discourage unsolicited acquisition proposals that you may feel are in your best interest as one of our shareholders. Future transfers by holders of multiple voting shares, other than permitted transfers to such holders' respective affiliates or direct family members or to other permitted transferees, will result in those shares automatically converting to subordinate voting shares, which will have the effect, over time, of increasing the relative voting power of those holders of multiple voting shares who retain their multiple voting shares. For additional information, see "Description of Share Capital".

In addition, because of the ten to one voting ratio between our multiple voting shares and subordinate voting shares, the holders of our multiple voting shares will continue to control a majority of the combined voting power of our outstanding shares even where the multiple voting shares represent a substantially reduced percentage of our total outstanding shares. The concentrated voting control of holders of our multiple voting shares will limit the ability of our subordinate voting shareholders to influence corporate matters for the foreseeable future, including the election of

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directors as well as with respect to decisions regarding amending of our share capital, creating and issuing additional classes of shares, making significant acquisitions, selling significant assets or parts of our business, merging with other companies and undertaking other significant transactions. As a result, holders of multiple voting shares will have the ability to influence or control many matters affecting us and actions may be taken that our subordinate voting shareholders may not view as beneficial. The market price of our subordinate voting shares could be adversely affected due to the significant influence and voting power of the holders of multiple voting shares. Additionally, the significant voting interest of holders of multiple voting shares may discourage transactions involving a change of control, including transactions in which an investor, as a holder of the subordinate voting shares, might otherwise receive a premium for the subordinate voting shares over the then-current market price, or discourage competing proposals if a going private transaction is proposed by one or more holders of multiple voting shares.

Even if TELUS were to control less than a majority of the voting power of our outstanding shares, it may be able to influence the outcome of such corporate actions due to the director appointment rights and special shareholder rights we expect to grant to TELUS as part of the shareholders' agreement to be entered into in connection with our initial public offering. See "—TELUS will, for the foreseeable future, control the direction of our business, and the concentrated ownership of our outstanding shares and our entry into a shareholders' agreement in connection with this offering will prevent you and other shareholders from influencing significant decisions".

TELUS will, for the foreseeable future, control the direction of our business, and the concentrated ownership of our outstanding shares and our entry into a shareholders' agreement in connection with this offering will prevent you and other shareholders from influencing significant decisions.

We expect to enter into a shareholders' agreement with TELUS and Baring providing for certain director nomination rights for TELUS and Baring and providing for a number of special shareholder rights for TELUS. Under the terms of the shareholders' agreement, we will agree to nominate individuals designated by TELUS as directors representing half of our eight-director board at the time of consummation of this offering, and upon appointment of a ninth director to our board and thereafter, we will agree to nominate individuals designated by TELUS as directors representing a majority of the board for as long as TELUS continues to beneficially own at least 50% of the combined voting power of our outstanding multiple voting shares and subordinate voting shares. If TELUS ceases to own at least 50% of the combined voting power of our outstanding multiple voting shares and subordinate voting shares, we will agree to nominate to the board such number of individuals designated by TELUS in proportion to the combined voting power of outstanding multiple voting shares and subordinate voting shares that it holds, for so long as TELUS continues to beneficially own less at least 5% of combined voting power of our outstanding shares, subject to a minimum of at least one director. The shareholders' agreement will also provide for appointment and observer rights for Baring. In addition, the shareholders' agreement will provide that for so long as TELUS continues to beneficially own at least 50% of the combined voting power of our multiple voting shares and subordinate voting shares, TELUS will be entitled to select the chair of the board and the chairs of the human resources and governance and nominating committees and, for so long as TELUS has the right to designate a nominee to our board of directors, it will also be entitled to designate at least one nominee to the human resources and governance and nominating committees. The shareholders' agreement will also provide for committee appointment rights for Baring. For more information on these director nomination rights, see "Certain Relationships and Related Party Transactions—Our Relationship with TELUS and Baring—Shareholders' Agreement".

Immediately following the completion of this offering, TELUS will have approximately % of the combined voting power of our outstanding shares (or % if the underwriters exercise their over-allotment option in full). As long as TELUS controls at least 50% of the combined voting power of our

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outstanding shares, it will generally be able to determine the outcome of all corporate actions requiring shareholder approval, including the election and removal of directors. Even if TELUS were to control less than 50% of the combined voting power of our outstanding shares, it will be able to influence the outcome of such corporate actions due to the director appointment rights and special shareholder rights we have granted to TELUS as part of the shareholders' agreement.

In addition, pursuant to the shareholders' agreement, until TELUS ceases to hold at least 50% of the combined voting power of our outstanding shares, TELUS will have special shareholder rights related to certain matters including, among others, approving the selection, and the ability to direct the removal, of our CEO, approving the increase or decrease of the size of our board, approving the issuance of multiple voting shares and subordinate voting shares, approving amendments to our articles and authorizing entering into a change of control transaction, disposing of all or substantially all of our assets, and commencing liquidation, dissolution or voluntary bankruptcy or insolvency proceedings. As a result, certain actions that our board would customarily decide will require consideration and approval by TELUS and our ability to take such actions may be delayed or prevented, including actions that our other shareholders, including you, may consider favorable. We will not be able to terminate or amend the shareholders' agreement, except in accordance with its terms. See "Certain Relationships and Related Party Transactions—Our Relationship with TELUS and Baring—Shareholders' Agreement". We will also enter into a Collaboration and Financial Reporting Agreement with TELUS in connection with this offering that will, among other things, specify that certain matters or actions we take require advance review and consultation with TELUS. The agreement will also stipulate certain actions that require TELUS International board approval. See "Certain Relationships and Related Party Transactions—Collaboration and Financial Reporting Agreement".

TELUS' interests may not be the same as, or may conflict with, the interests of our other shareholders. Investors in this offering will not be able to affect the outcome of any shareholder vote while TELUS controls the majority of the combined voting power of our outstanding shares and TELUS will also be able to exert significant influence over our board through its director nomination rights.

As TELUS' interests may differ from ours or from those of our other shareholders, actions that TELUS takes with respect to us, as our controlling shareholder and pursuant to its rights under the shareholders' agreement, may not be favorable to us or our other shareholders. TELUS has indicated that it intends to remain our controlling shareholder for the foreseeable future.

Our dual-class structure may render our subordinate voting shares ineligible for inclusion in certain stock market indices, and thus adversely affect the trading price and liquidity of our subordinate voting shares.

We cannot predict whether our dual-class structure will result in a lower or more volatile market price of our subordinate voting shares, in negative publicity or other adverse consequences. Certain index providers have announced restrictions on including companies with multi-class share structures in certain of their indices. For example, S&P Dow Jones has changed its eligibility criteria for inclusion of shares of public companies on the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500, to exclude companies with multiple classes of shares. As a result, our dual-class structure may prevent the inclusion of our subordinate voting shares in such indices, and mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not be able to invest in our subordinate voting shares, each of which could adversely affect the trading price and liquidity of our subordinate voting shares. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structure and our dual-class structure may cause shareholder advisory firms to publish negative commentary about our corporate governance, in which case the market price and liquidity of the subordinate voting shares could be adversely affected.

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Upon the listing of our subordinate voting shares, we will be a controlled company within the meaning of the listing requirements of the NYSE and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements; you will not have the same protections afforded to shareholders of companies that are subject to such requirements.

TELUS will continue to control a majority of the combined voting power in our company after completion of this offering, which means we will qualify as a controlled company within the meaning of the corporate governance standards of the NYSE. We expect to elect to be treated as a controlled company. Under these rules we may elect not to comply with certain corporate governance requirements, including the requirements that, within one year of the date of the listing of our subordinate voting shares:

•: we have a board of directors that is composed of a majority of independent directors, as defined under the NYSE listing requirements;
•: we have a compensation committee that is composed entirely of independent directors; and
•: we have a nominating and governance committee that is composed entirely of independent directors.

We expect to rely on the NYSE controlled company provisions, which means we do not expect to have a board of directors that is composed of a majority of independent directors, nor will our human resources and governance and nominating committees be composed entirely of independent directors for the foreseeable future.

If TELUS sells a controlling interest in us to a third party in a private transaction, we may become subject to the control of a presently unknown third party.

Following the completion of this offering, TELUS will continue to own a controlling interest in our company. TELUS will have the ability, should it choose to do so, to sell its controlling interest in us in a privately negotiated transaction, which, if sufficient in size, could result in a change of control of our company. Such a transaction could occur without triggering the rights under the Coattail Agreement and may occur even if the multiple voting shares are converted into subordinate voting shares.

If TELUS privately sells its controlling interest in our company, we may become subject to the control of a presently unknown third party. Such third party may have conflicts of interest with those of other shareholders. In addition, if TELUS sells a controlling interest in our company to a third party, our future indebtedness may be subject to acceleration and our other commercial agreements and relationships could be impacted, all of which may adversely affect our ability to run our business as described herein and may have a material adverse effect on our business, financial performance, financial condition and cash flows.

As a foreign private issuer, we are not subject to certain U.S. securities law disclosure requirements that apply to a domestic U.S. issuer, which may limit the information publicly available to our shareholders.

As a foreign private issuer we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act and therefore there may be less publicly available information about us than if we were a U.S. domestic issuer. For example, we are not subject to the proxy rules in the United States and disclosure with respect to our annual meetings will be governed by Canadian requirements. In addition, our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder. Therefore, our shareholders may not know on a timely basis when our officers, directors and principal shareholders purchase or sell our securities.

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We will be exempt from Regulation FD, which prohibits issuers from making selective disclosures of material non-public information. While we will comply with the corresponding requirements relating to proxy statements and disclosure of material non-public information under Canadian securities laws, these requirements differ from those under the Exchange Act and Regulation FD, and holders of our subordinate voting shares should not expect to receive the same information at the same time as such information is provided to U.S. domestic companies. Additionally, we will have four months after the end of each fiscal year to file our annual report with the SEC and will not be required under the Exchange Act to file or furnish quarterly reports with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act.

Additionally, as a foreign private issuer, we are not required to file or furnish quarterly and current reports with respect to our business and financial performance. Following this offering, we intend to submit, on a quarterly basis, interim financial data to the SEC under cover of the SEC's Form 6-K. Furthermore, as a foreign private issuer, we intend to take advantage of certain provisions in the NYSE listing requirements that allow us to follow Canadian law for certain governance matters. See "Management—Corporate Governance".

If you purchase subordinate voting shares in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our subordinate voting shares is substantially higher than the net tangible book value per subordinate voting share. Therefore, if you purchase our subordinate voting shares in this offering, you will pay a price per share that substantially exceeds our pro forma net tangible book deficit per share after the closing of this offering. Based on the initial public offering price of $ per share, you will experience immediate dilution of $ per subordinate voting share, representing the difference between our pro forma net tangible book value per subordinate voting share after giving effect to this offering and the initial public offering price.

We also have a number of outstanding options to purchase subordinate voting shares with exercise prices that are below the estimated initial public offering price of our subordinate voting shares. To the extent that these options are exercised, you will experience further dilution. See "Dilution" for more detail.

We cannot assure you that a market will develop for our subordinate voting shares or what the price of our subordinate voting shares will be. Investors may not be able to resell their subordinate voting shares at or above the initial public offering price.

Before this offering, there was no public trading market for our subordinate voting shares, and we cannot assure you that one will develop or be sustained after this offering. Any delay in the commencement of trading of our subordinate voting shares on the NYSE or the TSX would impair the liquidity of the market for subordinate voting shares and make it more difficult for holders to sell their subordinate voting shares. If an active market does not develop or is not sustained, it may be difficult for you to sell your subordinate voting shares. This may affect the pricing of the subordinate voting shares in the secondary market, the transparency and availability of trading prices, the liquidity of the subordinate voting shares and the extent of regulation applicable to us. We cannot predict the prices at which our subordinate voting shares will trade. The initial public offering price for our subordinate voting shares will be determined through negotiations between us, the selling shareholders and the underwriters and may not bear any relationship to the market price at which our subordinate voting shares will trade after the closing of this offering or to any other established criteria of the value of our business. It is possible that, in future quarters, our operating results may be below the expectations of securities analysts and investors. As a result of these and other factors, the price of our subordinate voting shares may decline, possibly materially.

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Our operating results and share price may be volatile, and the market price of our subordinate voting shares after this offering may drop below the price you pay.

Our quarterly operating results are likely to fluctuate in the future in response to numerous factors, many of which are beyond our control, including each of the risks set forth in this section. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general natural, economic, market or political conditions, could subject the market price of our subordinate voting shares to price fluctuations regardless of our operating performance. Our operating results and the trading price of our subordinate voting shares may fluctuate in response to various factors, including the risks described above.

These and other factors, many of which are beyond our control, may cause our operating results and the market price and demand for our subordinate voting shares to fluctuate substantially. Fluctuations in our quarterly operating results could limit or prevent investors from readily selling their subordinate voting shares and may otherwise negatively affect the market price and liquidity of subordinate voting shares. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the shares. If any of our shareholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation. We may also decide to settle lawsuits on unfavorable terms. Furthermore, during the course of litigation, there could be negative public announcements of the results of hearings, motions or other interim proceedings or developments, which could have a negative effect on the market price of our subordinate voting shares.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our subordinate voting shares to drop significantly, even if our business is doing well.

Sales of a substantial number of our subordinate voting shares in the public market, or the perception in the market that the holders of a large number of subordinate voting shares or securities convertible into subordinate voting shares intend to sell their subordinate voting shares, could reduce the market price of our subordinate voting shares. Following the consummation of this offering, shares that are not being sold in this offering held by our directors, executive officers and by TELUS and Baring will be subject to a 180 day lock-up period provided under lock-up agreements executed in connection with this offering described in "Underwriting" and restricted from immediate resale under U.S. federal securities laws and, in certain cases, Canadian securities laws as described in "Shares Eligible for Future Sale". All of these shares will, however, be able to be resold after the expiration of the lock-up period, as well as pursuant to customary exceptions thereto or upon the waiver of the applicable lock-up agreement by certain of the underwriters, subject to any restrictions imposed on sales under applicable securities laws as described under "Shares Eligible for Future Sale".

In addition, after this offering, up to subordinate voting shares may be issued upon exercise of outstanding share options and subordinate voting shares will be reserved for future issuance under the compensation plan we expect to adopt in connection with the offering. We also intend to register subordinate voting shares that we may issue under our equity compensation plans. Once we register these subordinate voting shares, they can be freely sold in the public market upon issuance, subject to the terms of the lock-up agreements. Upon effectiveness of this registration statement, subject to the satisfaction of applicable exercise periods and the expiration or waiver of the lock-up agreements referred to above, the subordinate voting shares issued upon exercise of outstanding share options will be available for immediate resale in the United States in the open market. Additionally, TELUS and Baring, as holders of an aggregate of of our multiple

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voting shares, will, upon completion of this offering, be entitled, under a registration rights agreement we will enter into with them, to certain rights with respect to the registration of the sale of the subordinate voting shares held by them or issuable upon conversion of their multiple voting shares. TELUS and Baring are entitled to convert their multiple voting shares into subordinate voting shares at any time. See "Certain Relationships and Related Party Transactions—Our Relationship with TELUS and Baring—Registration Rights Agreement".

As restrictions on resale end, the market price of our subordinate voting shares could decline if the holders of currently restricted subordinate voting shares sell them or are perceived by the market as intending to sell them. Further, we cannot predict the size of future issuances of our subordinate voting shares or the effect, if any, that future issuances and sales of subordinate voting shares will have on the market price of our subordinate voting shares.

We have no current plans to pay regular cash dividends on our subordinate voting shares following this offering and, as a result, you may not receive any return on investment unless you sell your subordinate voting shares for a price greater than that which you paid for it.

We do not anticipate paying any regular cash dividends on our subordinate voting shares following this offering. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our financial performance, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends is, and may be, limited by covenants of existing and any future outstanding indebtedness we or our subsidiaries incur. Therefore, any return on investment in our subordinate voting shares is solely dependent upon the appreciation of the price of our subordinate voting shares on the open market, which may not occur. See "Dividend Policy" for more detail.

Our articles, and certain Canadian legislation contain provisions that may have the effect of delaying or preventing a change in control, limit attempts by our shareholders to replace or remove our current directors and affect the market price of our subordinate voting shares.

Certain provisions of our articles, together or separately, could discourage potential acquisition proposals, delay or prevent a change in control and limit the price that certain investors may be willing to pay for our subordinate voting shares. For instance, our articles to be effective upon completion of this offering will contain provisions that establish certain advance notice procedures for nomination of candidates for election as directors at shareholders' meetings. A non-Canadian must file an application for review with the minister responsible for the Investment Canada Act and obtain approval of the Minister prior to acquiring control of a "Canadian business" within the meaning of the Investment Canada Act, where prescribed financial thresholds are exceeded. Furthermore, limitations on the ability to acquire and hold our subordinate voting shares and multiple voting shares may be imposed by the Competition Act (Canada). This legislation permits the Commissioner of Competition to review any acquisition or establishment, directly or indirectly, including through the acquisition of shares, of control over or of a significant interest in us. Otherwise, there are no limitations either under the laws of Canada or British Columbia, or in our articles on the rights of non-Canadians to hold or vote our subordinate voting shares and multiple voting shares. Any of these provisions may discourage a potential acquirer from proposing or completing a transaction that may have otherwise presented a premium to our shareholders. See "Description of Share Capital—Certain Important Provisions of Our Articles and the BCBCA".

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Because we are a corporation incorporated in British Columbia and some of our directors and officers are residents of Canada, it may be difficult for investors in the United States to enforce civil liabilities against us based solely upon the federal securities laws of the United States. Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and officers residing outside of Canada.

We are a corporation incorporated under the laws of the Province of British Columbia with our principal place of business in Vancouver, Canada. Some of our directors and officers and some of the auditors or other experts named herein are residents of Canada and all or a substantial portion of our assets and those of such persons are located outside the United States. Consequently, it may be difficult for U.S. investors to effect service of process within the United States upon us or our directors or officers or such auditors who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon civil liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Investors should not assume that Canadian courts: (1) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or blue sky laws of any state within the United States or (2) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or any such state securities or blue sky laws.

Similarly, some of our directors and officers are residents of countries other than Canada and the assets of such persons may be located outside of Canada. As a result, it may be difficult for Canadian investors to initiate a lawsuit within Canada against these non-Canadian residents, and it may be difficult to realize upon or enforce in Canada any judgment of a court of Canada against these non-Canadian residents since a substantial portion of the assets of such persons may be located outside of Canada. In addition, it may not be possible for Canadian investors to collect from these non-Canadian residents on judgments obtained in courts in Canada predicated on the civil liability provisions of securities legislation of certain of the provinces and territories of Canada. It may also be difficult for Canadian investors to succeed in a lawsuit in the United States, based solely on violations of Canadian securities laws.

There could be adverse tax consequences for our shareholders in the United States if we are a passive foreign investment company.

Based on the Company's income, assets and business activities, including the receipt and application of the proceeds of the issue and sale of the subordinate voting shares, the Company does not believe that it was a "passive foreign investment company" (a "PFIC") for its 2019 taxable year and the Company expects that it will not be classified as a PFIC for U.S. federal income tax purposes for its current taxable year or in the near future. The determination of PFIC status is made annually at the end of each taxable year and is dependent upon a number of factors, some of which are beyond the Company's control, including the relative values of the Company's assets and its subsidiaries, and the amount and type of their income. As a result, there can be no assurance that the Company will not be a PFIC in 2020 or any subsequent year or that the IRS will agree with the Company's conclusion regarding its PFIC status and would not successfully challenge our position. If we are a PFIC for any taxable year during which a U.S. person holds our subordinate voting shares, such U.S. person may suffer certain adverse federal income tax consequences, including the treatment of gains realized on the sale of subordinate voting shares as ordinary income, rather than as capital gain, the loss of the preferential rate applicable to dividends received on subordinate voting shares by individuals who are U.S. persons, the addition of interest charges to the tax on such gains and certain distributions and increased U.S. federal income tax reporting requirements. If, contrary to current expectations, we were a PFIC for U.S. federal income tax purposes, certain elections (such as a mark-to-market election or qualified electing fund election) may be available to U.S. shareholders that may mitigate some of these adverse U.S. federal income tax consequences. United States purchasers of our subordinate voting

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shares are urged to consult their tax advisors concerning United States federal income tax consequences of holding our subordinate voting shares if we are considered to be a PFIC. See the discussion under "Certain U.S. Federal Income Tax Considerations for U.S. Persons—PFIC Rules".

Our articles will provide that any derivative actions, actions relating to breach of fiduciary duties and other matters relating to our internal affairs will be required to be litigated in Canada or the United States, as the case may be, which could limit your ability to obtain a favorable judicial forum for disputes with us.

Our articles, to be effective upon completion of this offering, will include a forum selection provision that provides that, unless we consent in writing to the selection of an alternative forum, the Supreme Court of British Columbia, Canada and the appellate courts therefrom, will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the Business Corporations Act (British Columbia) (the "BCBCA") or our articles; or (iv) any action or proceeding asserting a claim otherwise related to the relationships among us, our affiliates and their respective shareholders, directors and/or officers, but excluding claims related to our business or such affiliates. The forum selection provision will also provide that our securityholders are deemed to have consented to personal jurisdiction in the Province of British Columbia and to service of process on their counsel in any foreign action initiated in violation of the foregoing provisions. This forum selection provision will not apply to any causes of action arising under the Securities Act, or the Exchange Act. The Securities Act provides that both federal and state courts have concurrent jurisdiction over suits brought to enforce any duty or liability under the Securities Act or the rules and regulations thereunder, and the Exchange Act provides that federal courts have exclusive jurisdiction over suits brought to enforce any duty or liability under the Exchange Act or the rules and regulations thereunder. Unless we consent in writing to the selection of an alternative forum, the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts in New York County, New York) shall be the sole and exclusive forum for resolving any complaint filed in the United States asserting a cause of action arising under the Securities Act and the Exchange Act. Investors cannot waive, and accepting or consenting to this forum selection provision does not represent you are waiving compliance with U.S. federal securities laws and the rules and regulations thereunder. See "Description of Share Capital—Certain Important Provisions of our Articles and the BCBCA—Forum Selection".

The enforceability of similar forum selection provisions in other companies' organizational documents, however, has been challenged in legal proceedings in the United States, and it is possible that a court could find this type of provision to be inapplicable, unenforceable, or inconsistent with other documents that are relevant to the filing of such lawsuits. If a court were to find the forum selection provision to be effective upon completion of this offering to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions. If upheld, the forum selection provision may impose additional litigation costs on shareholders in pursuing any such claims. Additionally, the forum selection provision, if upheld, may limit our shareholders' ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors, officers or employees, which may discourage the filing of lawsuits against us and our directors, officers and employees, even though an action, if successful, might benefit our shareholders. The courts of the Province of British Columbia and the United States District Court for the Southern District of New York may also reach different judgments or results than would other courts, including courts where a shareholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than to our shareholders.

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TELUS International (Cda) Inc. is a holding company and, as such, it depends on its subsidiaries for cash to fund its operations and expenses, including future dividend payments, if any.

As a holding company, our principal source of cash flow will be distributions from our operating subsidiaries. Therefore, our ability to fund and conduct our business, service our debt and pay dividends, if any, in the future will principally depend on the ability of our subsidiaries to generate sufficient cash flow to make upstream cash distributions to us. Our subsidiaries are separate legal entities, and although they are wholly-owned and controlled by us, they have no obligation to make any funds available to us, whether in the form of loans, dividends or otherwise. Claims of any creditors of our subsidiaries generally will have priority as to the assets of such subsidiary over our claims and claims of our creditors and shareholders. To the extent the ability of our subsidiaries to distribute dividends or other payments to us is limited in any way, our ability to fund and conduct our business, service our debt and pay dividends, if any, could be harmed.

If securities or industry analysts do not begin to publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our subordinate voting shares, the price and trading volume of our subordinate voting shares could decline.

The trading market for our subordinate voting shares is expected to be influenced by the research and reports that industry or securities analysts publish about us, our business, our market and our competitors. If any of the analysts who cover us or may cover us in the future change their recommendation regarding our subordinate voting shares adversely, or provide more favorable relative recommendations about our competitors, the price of our subordinate voting shares could decline. If securities or industry analysts fail to regularly publish reports on us, we could fail to gain, or if any analyst who covers us or may cover us in the future were to cease coverage of our company, we could lose visibility in the financial markets, which in turn could cause the price or trading volume of our subordinate voting shares to decline.

Our organizational documents will permit us to issue an unlimited number of subordinate voting shares, multiple voting shares and preferred shares without seeking approval of the holders of subordinate voting shares.

Our articles will permit us to issue an unlimited number of subordinate voting shares, multiple voting shares and preferred shares. We anticipate that we may, from time to time, issue additional subordinate voting shares in the future in connection with acquisitions or to raise capital for general corporate or other purposes.

One of the reasons for our initial public offering is to provide us with the ability to use our subordinate voting shares in the future to fund acquisitions to grow our business. Subject to the requirements of the NYSE and the TSX, we will not be required to obtain the approval of the holders of subordinate voting shares for the issuance of additional subordinate voting shares. Although the rules of the TSX generally prohibit us from issuing additional multiple voting shares, there may be, with the approval of TELUS, certain circumstances where additional multiple voting shares may be issued. Any further issuances of subordinate voting shares or multiple voting shares will result in immediate dilution to existing shareholders and may have an adverse effect on the value of their shareholdings. Additionally, any further issuances of multiple voting shares will significantly lessen the combined voting power of our subordinate voting shares due to the ten-to-one (10-to-1) voting ratio between our multiple voting shares and subordinate voting shares. TELUS and Baring, as holders of our multiple voting shares, may also elect at any time or, in certain circumstances be required to convert their multiple voting shares into subordinate voting shares, which would increase the number of subordinate voting shares. See "Certain Relationships and Related Party Transactions".

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Our articles to be in effect at the time of the completion of this offering will also permit us to issue an unlimited number of preferred shares, issuable in series and, subject to the requirements of the BCBCA, having such designations, rights, privileges, restrictions and conditions, including dividend and voting rights, as our board of directors may determine and which may be superior to those of the subordinate voting shares. The issuance of preferred shares could, among other things, have the effect of delaying, deferring or preventing a change in control of the Company and might adversely affect the market price of our subordinate shares. We have no current or immediate plans to issue any preferred shares following the completion of this offering. Subject to the provisions of the BCBCA and the applicable requirements of the NYSE and the TSX, we will not be required to obtain the approval of the holders of subordinate voting shares for the issuance of preferred shares or to determine the maximum number of shares of each series, create an identifying name for each series and attach such special rights or restrictions as our board of directors may determine. See "Description of Share Capital".

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements concerning our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business operations and financial performance and condition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "aim", "anticipate", "assume", "believe", "contemplate", "continue", "could", "due", "estimate", "expect", "goal", "intend", "may", "objective", "plan", "predict", "potential", "positioned", "seek", "should", "target", "will", "would" and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology.

These forward-looking statements include, but are not limited to, statements about:

•: our ability to execute our growth strategy, including by expanding services offered to existing clients and attracting new clients;
•: our ability to maintain our corporate culture and competitiveness of our service offerings;
•: our ability to attract and retain talent;
•: the pending review by CFIUS of our acquisition of Lionbridge AI;
•: our ability to integrate, and realize the benefits of, our acquisitions of CCC, MITS and Lionbridge AI;
•: the relative growth rate and size of our target industry verticals;
•: our relationship with TELUS following the consummation of this offering;
•: our projected operating and capital expenditure requirements; and
•: the impact of the COVID-19 pandemic on our business, financial condition, financial performance and liquidity.

These factors should not be construed as exhaustive and should be read with the other cautionary statements in this prospectus. These forward-looking statements are based on our current expectations, estimates, forecasts and projections about our business and the industry in which we operate and management's beliefs and assumptions, and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this prospectus may turn out to be inaccurate. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under "Risk Factors" and elsewhere in this prospectus. Potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data. These forward-looking statements speak only as at the date of this prospectus. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC and the Canadian securities regulatory authorities, after the date of this prospectus. See "Where You Can Find More Information".

This prospectus contains estimates, projections, market research and other information concerning our industry, our business, and the markets for our services. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are

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assumed in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from our own internal estimates and research as well as from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry and general publications, government data and similar sources.

In addition, assumptions and estimates of our and our industry's future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk Factors". These and other factors could cause our future performance to differ materially from our assumptions and estimates.

Any references to forward-looking statements in this prospectus include forward-looking information within the meaning of applicable Canadian securities laws.

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INDUSTRY AND MARKET DATA

This prospectus includes market data and forecasts with respect to current and projected market sizes for digital transformation of customer experience systems and digital customer experience management. Although we are responsible for all of the disclosure contained in this prospectus, in some cases we rely on and refer to market data and certain industry forecasts that were obtained from third party surveys, market research, consultant surveys, publicly available information and industry publications and surveys that we believe to be reliable. Unless otherwise indicated, all market and industry data and other statistical information and forecasts contained in this prospectus are based on independent industry publications, reports by market research firms or other published independent sources and other externally obtained data that we believe to be reliable.

The Everest Global, Inc. ("Everest Group") report (Customer Experience Management (CXM) Annual Report 2019: Delivering Next-Generation Contract Center Services, Everest Group, September 2019) and its content described and cited herein (the "Everest Group Report") represents research opinions or viewpoints, not representations or statements of fact. Unless otherwise specifically stated in the Everest Group Report, the Everest Group Report has not been updated or revised since the original publication date of the Everest Group Report. The opinions expressed in the Everest Group Report are subject to change without notice. Everest Group disclaims all representations and warranties, expressed or implied, with respect to the Everest Group Report, including any warranties of merchantability or fitness for a particular purpose, accuracy or completeness of information. Nothing in the Everest Group Report is considered part of this prospectus.

Information used in preparing the Everest Group Report may have been obtained from or through the public, the companies in the Everest Group Report, or third-party sources. Everest Group assumes no responsibility for independent verification of such information and has relied on such to be complete and accurate in all respects. To the extent such information includes estimates or forecasts, Everest Group has assumed that such estimates and forecasts have been properly prepared.

Some market and industry data, and statistical information and forecasts, are also based on management's estimates. Any such market data, information or forecast may prove to be inaccurate because of the method by which we obtain it or because it cannot always be verified with complete certainty given the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties, including those discussed under the captions "Risk Factors" and "Special Note Regarding Forward-Looking Statements".

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USE OF PROCEEDS

We estimate that the net proceeds to us from our issuance and sale of subordinate voting shares in this offering will be approximately $ million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. This estimate assumes an initial public offering price of $ per subordinate voting share, the midpoint of the price range set forth on the cover page of this prospectus. If the underwriters exercise their over-allotment option in full to purchase additional subordinate voting shares from us, we estimate that our net proceeds will be approximately $ million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

We will not receive any proceeds from the sale of subordinate voting shares in this offering by the selling shareholders. After deducting underwriting discounts and commissions, the selling shareholders will receive approximately $ million of net proceeds from this offering (or approximately $ million if the underwriters exercise their over-allotment option in full). See "Principal and Selling Shareholders".

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per subordinate voting share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) our net proceeds by approximately $ million, assuming the number of subordinate voting shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the estimated underwriting discounts and estimated offering expenses payable by us. Each increase (decrease) of subordinate voting shares in the number of subordinate voting shares offered by us would increase (decrease) the net proceeds from this offering by approximately $ million, assuming the assumed initial public offering price remains the same, after deducting the estimated underwriting discounts and estimated offering expenses payable by us. The information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering determined at pricing. Any increase or decrease in the net proceeds would not change our intended use of proceeds.

We intend to use the net proceeds from this offering to repay outstanding borrowings under one or more of the revolving credit facilities or the term loan facilities of our credit agreement and for general corporate purposes. As at September 30, 2020, we had $351.5 million of borrowings outstanding under the revolving credit facilities and $585.0 million outstanding under the term loan facilities of our credit agreement. In connection with the acquisition of Lionbridge AI, we made additional borrowings of $709.0 million under our credit agreement, of which $265.0 million was drawn on the term loan facilities, and the remainder on the revolving facilities. See "Description of Certain Indebtedness".

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DIVIDEND POLICY

We have never declared or paid dividends on our subordinate voting shares. We currently intend to retain all available funds and any future earnings to support operations and to finance the growth and development of our business. As such, we do not intend to declare or pay cash dividends on our subordinate voting shares in the foreseeable future. Any future determination to pay dividends will be made at the discretion of our board of directors subject to applicable laws and will depend upon, among other factors, our financial performance, financial condition including leverage levels, contractual restrictions, capital requirements and merger and acquisition opportunities. Our future ability to pay cash dividends on our subordinate voting shares is currently limited by the terms of our credit agreement and may be limited by the terms of any future debt or preferred securities.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as at September 30, 2020:

•: on an actual basis;
•: on a pro forma basis giving effect to (i) the exercise by Baring of its option to purchase 1,070,253 shares of our Class B common shares and (ii) the acquisition of Lionbridge AI, including (A) borrowings of $709.0 million under our credit agreement, of which $265.0 million was drawn on the term loan facilities, and the remainder on the revolving facilities and (B) the issuance of 1,678,242 Class A common shares to TELUS and 901,101 Class B common shares to Baring;
•: on a pro forma as adjusted basis giving effect to (i) the pro forma items described immediately above, (ii) the exchange of our Class A, Class C and Class D common shares by the holders thereof for Class B and Class E common shares and (iii) the redesignation of our Class B common shares as multiple voting shares and redesignation of our Class E common shares as subordinate voting shares; and
•: on a pro forma as further adjusted basis giving effect to (i) the pro forma items described immediately above, (ii) the issuance of subordinate voting shares by us in this offering at an assumed initial public offering price of per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discounts and estimated offering expenses payable by us (excluding the potential exercise by the underwriters of their over-allotment option) and (iii) the application of proceeds therefrom to repay outstanding borrowings under one or more revolving or term loan facilities of our credit agreement, as described in "Use of Proceeds".

We financed our acquisition of Lionbridge AI with approximately $149.6 million in cash received from the issuance of 1,678,242 Class A common shares to TELUS, $80.4 million in cash received from the issuance of 901,101 Class B common shares to Baring and borrowings of $709.0 million under our credit agreement, of which $265.0 million was drawn on the term loan facilities, and the remainder on the revolving facilities.

Actual data as at September 30, 2020 in the table below is derived from our unaudited condensed interim consolidated financial statements included in this prospectus. The pro forma data included in the table below is unaudited and is provided for illustrative purposes only.

You should read this information together with our consolidated financial statements appearing elsewhere in this prospectus and the information set forth under the headings "Summary Historical

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Consolidated Financial and Other Data", "Use of Proceeds", and "Management's Discussion and Analysis of Financial Condition and Results of Operations".

	As at September 30, 2020 ($ in millions)

	Actual			Pro Forma			Pro Forma As Adjusted	Pro Forma As Further Adjusted
Cash and cash equivalents⁽¹⁾	$	138.9		$	138.9		$	$



Total short-term debt	$	11.1		$	11.1		$	$



Long term debt
Credit facility⁽²⁾		936.5			1,645.5
Deferred debt transaction costs		(7.8	)		(11.3	)
Lease liabilities		218.7			221.2

Total long-term debt		1,147.4			1,855.4

Owners' equity:
Class A common shares—unlimited shares authorized; 31,304,419 shares issued and outstanding, actual; 32,982,661 shares issued and outstanding, pro forma; no shares authorized, issued and outstanding, pro forma as adjusted and pro forma as further adjusted		224.9			374.5
Class B common shares—unlimited shares authorized; 16,282,910 shares issued and outstanding, actual; 18,254,264 shares issued and outstanding, pro forma; no shares authorized, issued and outstanding, pro forma as adjusted and pro forma as further adjusted		312.2			459.1
Class C common shares—unlimited shares authorized; 928,660 shares issued and outstanding, actual and pro forma; no shares authorized, issued and outstanding, pro forma as adjusted and pro forma as further adjusted		50.7			50.7
Class D common shares—unlimited shares authorized; 722,021 shares issued and outstanding, actual and pro forma; no shares authorized, issued and outstanding, pro forma as adjusted and pro forma as further adjusted		20.0			20.0
Class E common shares—unlimited shares authorized; 1,449,004 shares issued and outstanding, actual and pro forma; no shares authorized, issued and outstanding, pro forma as adjusted and pro forma as further adjusted		90.0			90.0
Share option awards		1.6			1.6
Subordinate Voting Shares—no shares authorized, issued and outstanding, actual and pro forma; shares authorized, issued and outstanding, pro forma as adjusted; shares authorized, issued and outstanding, pro forma as further adjusted		—			—
Multiple Voting Shares—no shares authorized, issued and outstanding, actual and pro forma; shares authorized, issued and outstanding, pro forma as adjusted and pro forma as further adjusted		—			—
Share issuance cost		(6.8	)		(6.8	)
Retained earnings (deficit)		11.5			11.5
Accumulated other comprehensive income		40.0			40.0

Total owners' equity		744.1			1,040.6

Total capitalization	$	1,891.5		$	2,896.0		$	$

(1): Includes cash and temporary investments, net.
(2): As of December 31, 2020, there were approximately $1,568 million of borrowings outstanding.

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The subordinate voting shares issued and outstanding, pro forma, and pro forma as adjusted and subordinate voting shares outstanding pro forma as further adjusted excludes:

•: up to subordinate voting shares issuable upon the exercise of U.S. dollar-denominated equity share option awards previously issued to certain of our executive officers and outstanding as of the date of this prospectus, at exercise prices ranging from $ to $ ; and
•: up to subordinate voting shares issuable pursuant to the compensation plans we intend to adopt in connection with the offering.

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DILUTION

If you invest in our subordinate voting shares in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per subordinate voting share in this offering and the pro forma net tangible book value per subordinate voting share after this offering. Dilution results from the fact that the initial public offering price per subordinate voting share is substantially in excess of the net tangible book value per subordinate voting share attributable to the existing shareholders for our presently outstanding subordinate voting shares. Our net tangible book value per subordinate voting share represents the amount of our total tangible assets (total assets less intangible assets) less total liabilities, divided by the number of subordinate voting shares issued and outstanding.

As at , we had a historical net tangible book value of $ , or $ per subordinate voting share, based on pro forma subordinate voting shares outstanding as at such date. Dilution is calculated by subtracting net tangible book value per subordinate voting share from the assumed initial public offering price of $ per subordinate voting share, which is the midpoint of the price range set forth on the cover page of this prospectus.

Investors participating in this offering will incur immediate and substantial dilution. Without taking into account any other changes in such net tangible book value after , after giving effect to the sale of subordinate voting shares in this offering, assuming an initial public offering price of $ per subordinate voting share (the midpoint of the price range set forth on the cover page of this prospectus), less the underwriting discounts and estimated offering expenses payable by us, our pro forma net tangible book value as at would have been approximately $ , or $ per subordinate voting share. This amount represents an immediate decrease in net tangible book value of $ per subordinate voting share to the existing shareholders and immediate dilution of $ per subordinate voting share to investors purchasing our subordinate voting shares in this offering.

The following table illustrates this dilution on a per subordinate voting share basis:


Assumed initial public offering price per subordinate voting share		$
Pro forma net tangible book value per subordinate voting share as at	$
Increase in pro forma net tangible book value per subordinate voting share attributable to new investors in this offering

Pro forma net tangible book value per subordinate voting share after this offering

Dilution in net tangible book value per subordinate voting share to new investors in this offering		$

Each $1.00 increase in the assumed initial public offering price of $ per subordinate voting share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma net tangible book value per subordinate voting share after this offering by $ per subordinate voting share and would increase (decrease) the dilution to new investors by $ per subordinate voting share, assuming the number of subordinate voting shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and estimated offering expenses payable by us. Similarly, each $1.00 decrease in the assumed initial public offering price of $ per subordinate voting share would increase (decrease) our pro forma net tangible book value per subordinate voting share after this offering by $ per subordinate voting share and increase (decrease) the dilution to new investors by $ per subordinate voting share, assuming the number of subordinate voting shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and estimated offering expenses payable by us. Each increase of subordinate voting shares in the number of subordinate voting shares offered by us would increase (decrease) the pro forma net tangible book value by $ per subordinate voting share and

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increase (decrease) the dilution to new investors by $ per subordinate voting share, assuming the assumed initial public offering price remains the same and after deducting the estimated underwriting discounts and estimated offering expenses payable by us. Similarly, each decrease of subordinate voting shares in the number of subordinate voting shares offered by us would increase (decrease) the pro forma net tangible book value by $ per subordinate voting share and increase (decrease) the dilution to new investors by $ per subordinate voting share, assuming the assumed initial public offering price remains the same and after deducting the estimated underwriting discounts and estimated offering expenses payable by us.

The following table summarizes, as at , on the pro forma basis described above, the aggregate number of subordinate voting shares purchased from us, the total consideration paid to us, and the average price per subordinate voting share paid by purchasers of such subordinate voting shares and by new investors purchasing subordinate voting shares in this offering.

	Subordinate Voting Shares Purchased

	Subordinate Voting Shares Purchased				Total Consideration				Average Price Per Subordinate Voting Share
	Number	Percent			Amount	Percent			Average Price Per Subordinate Voting Share
Existing shareholders⁽¹⁾				%	$			%	$
New investors

Total			100.0	%			100.0	%

(1): Does not give effect to the sale of subordinate voting shares by the selling shareholders in this offering or to the exercise of the underwriters of their over-allotment option.

After giving effect to the sale of subordinate voting shares by the selling shareholders in this offering, the percentage of our subordinate voting shares held by existing shareholders would be % and the percentage of our subordinate voting shares held by new investors would be %. If the underwriters were to fully exercise their over-allotment option to purchase additional subordinate voting shares from the selling shareholders, the percentage of our subordinate voting shares held by existing shareholders would be %, and the percentage of our subordinate voting shares held by new investors would be %.

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CCC

Overview of CCC

On January 31, 2020, through the acquisition of a predecessor entity to Triple C Holding, we completed our acquisition of CCC for cash consideration of $873.0 million. CCC is a leading provider of higher-value-added business services with a focus on trust and safety, including content moderation. We have consolidated CCC in our financial results since the closing of the acquisition. On December 16, 2020, Triple C Holding was merged into TELUS International Germany GmbH with TELUS International Germany GmbH as the surviving entity.

The following is a summary of financial results for CCC for the years ended December 31, 2019 and 2018, which are financial periods prior to our acquisition of CCC. You should read the following discussion together with the audited annual consolidated financial statements and related notes for CCC for such periods, which are included in this prospectus. You should also review the discussion and analysis of our financial condition and financial performance, which is included in "Management's Discussion and Analysis of Financial Condition and Results of Operations," and our unaudited condensed interim consolidated financial statements for the nine-month period ended September 30, 2020, which consolidate CCC from the date of the acquisition. You should also review our unaudited pro forma condensed combined consolidated financial information, which is included in this prospectus, which give effect to the acquisition of CCC by us as of January 1, 2019. See "Unaudited Pro Forma Condensed Combined Consolidated Financial Information".

Operating revenues of CCC increased by €75.3 million, or 31.1%, to €317.9 million in 2019 due to growth in revenue from clients, including, in particular, revenues derived from a new client acquired at the end of 2017. Operating expenses in 2019 correspondingly increased by €44.2 million, or 21.4%, from 2018 as a result of increased employee benefits expenses resulting from additional personnel required to service the incremental growth in revenue. Employee benefits expense as a percentage of revenue was 62.8% in 2019 versus 63.3% in the prior year; this is due to the increase in the client mix towards higher margin accounts. Net income increased from €14.1 million in 2018 to €40.0 million in 2019, representing a 183.4% increase year-over-year.

Total assets in 2019 increased by €8.7 million, or 2.5%, from 2018 principally as a result of increases in cash and cash equivalents, offset by amortization of intangible assets. Current liabilities in 2019 increased to €68.9 million from €44.6 million, or by 54.5%, from 2018 principally due to an increase in income and other taxes payable resulting from higher net income. Total liabilities decreased from €278.1 million in 2018 to €247.2 million in 2019, or by 11.1%, representing a decrease in long-term debt of €50.7 million, which was offset in part by the increase in income taxes payable noted above.

Cash provided by operating activities increased from €40.1 million in 2018 to €87.0 million in 2019 due to an increase in net income adjusted for non-cash expenses of €15.7 million plus a change in working capital of €18.4 million. Cash used by investing activities in 2019 decreased by €119.7 million to €6.1 million, or by 95%, resulting from the cash payments of €113.4 million in January 2018 used to acquire CCC. Cash provided by financing activities in 2019 was a net cash outflow of €57.3 million, as compared to a net cash inflow of €94.9 million in the prior year. The change in the cash from financing activities was due to a €168.7 million long term debt issuance and capital contributions of €52.9 million in 2018, with no similar transactions in 2019. In addition, both interest paid in connection with long term debt and leases was lower in 2019 as compared to 2018.

Non-GAAP Measures

The following are certain non-GAAP measures for CCC that are comparable with the non-GAAP measures that our management regularly monitors to evaluate our performance and analyze underlying

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business performance and trends. We believe that investors will find a comparable presentation of non-GAAP measures for CCC useful in period over period comparisons and for an evaluation of our performance on a combined basis. For a discussion of our non-GAAP measures, see "Management's Discussion and Analysis of Financial Condition and Results of Operations and Financial Condition—Non-GAAP Measures".

CCC Adjusted Net Income

CCC's adjusted net income ("CCC Adjusted Net Income") is calculated by excluding other income, restructuring and other costs, share based compensation expense, foreign exchange gain/loss and amortization of purchased intangible assets, and the related tax impacts of these adjustments, from net income, the most directly comparable GAAP measure. Other operating income, share based compensation expense, foreign exchange gain/loss and amortization of purchased intangible assets are non-cash items and we do not consider these excluded items to be indicative of CCC's operating performance. Restructuring and other costs are largely comprised of business acquisition costs and integration expenses that are not reflective of CCC's ongoing operations. CCC Adjusted Net Income should not be considered an alternative to net income in measuring CCC's performance.

(in millions)	2019			2018

Net income	€	40.0		€	14.1
Add back (deduct):
Other operating income(a)		(1.0	)		(3.7	)
Restructuring and other costs		—			—
Share-based compensation expense		—			—
Foreign exchange (gain) loss		—			—
Amortization of purchased intangible assets(b)		15.6			15.2
Tax effect of the adjustments above		(4.3	)		(4.3	)

CCC Adjusted Net Income	€	50.3		€	21.3

(a): Other operating income is largely comprised of non-cash accounting gains recognized on the revaluation and settlement of foreign currency transactions.
(b): Amortization of purchased intangible assets is excluded because this is a non-cash charge and it allows management and investors to evaluate our operating results as if these assets had been developed internally rather than acquired in a business combination. The revenue generated by such purchased intangible assets is not excluded from CCC's revenues and, as a result, CCC Adjusted Net Income includes revenue generated, in part, by such purchased intangible assets.

CCC Adjusted EBITDA

CCC's adjusted EBITDA ("CCC Adjusted EBITDA") excludes from net income non-cash items and items that do not reflect the underlying performance of CCC's business and should not, in our opinion, be considered in a valuation metric, or should not be included in an assessment of CCC's ability to service or incur debt. These items were added back for the same reasons described above in CCC Adjusted Net Income. CCC Adjusted EBITDA should not be considered an alternative to net income in measuring CCC's performance, and it should not be used as an exclusive measure of cash flow. We believe a net income measure that excludes these non-cash items and items that do not reflect

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the underlying performance of our business is more reflective of underlying business trends, CCC's operational performance and overall business strategy.

(in millions)	2019			2018

Net income	€	40.0		€	14.1
Add back (deduct):
Other operating income		(1.0	)		(3.7	)
Interest expense		7.1			13.9
Foreign exchange		—			—
Income taxes		20.2			8.1
Depreciation and amortization		27.4			25.1
Share-based compensation expense		—			—
Restructuring and other costs		—			—

CCC Adjusted EBITDA	€	93.7		€	57.5

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Lionbridge AI

On December 31, 2020, we completed the acquisition of Lionbridge AI, the data annotation business of Lionbridge Technologies, Inc., pursuant to the terms of a stock purchase agreement we entered into with an indirect holding company of Lionbridge Technologies, Inc. to acquire LBT Intermediate Holdings, Inc., which holds Lionbridge AI, for cash consideration of $939.0 million, subject to post-closing adjustments.

In connection with the acquisition, we, along with Lionbridge AI, submitted a declaration filing with CFIUS. At the end of its 30-day assessment of the declaration filing, CFIUS requested that we file a joint voluntary notice pursuant to Section 721 of the Defense Production Act, which triggered an additional 45-day review period. CFIUS advised us that the additional review is not directed specifically at our acquisition of Lionbridge AI, but is focused on certain commercial relationships TELUS has with certain foreign network infrastructure vendors. We have submitted the requested joint notice filing and provided additional information requested by CFIUS staff. Based on our discussions with CFIUS staff, we determined we could close the acquisition of Lionbridge AI before expiry of the 45-day period. The statutory review period for the joint voluntary notice expires in February 2021. While we expect that CFIUS will complete its review of the joint voluntary notice and clear our acquisition of Lionbridge AI without condition, CFIUS may request that we and TELUS make assurances regarding our use in the United States of certain network infrastructure equipment sold by foreign entities. TELUS International does not believe assurances of this nature, if requested, or other conditions that could be imposed by CFIUS, if imposed, will have a material impact on its business. See "Risk Factors—Risks Related to Our Acquisition of Lionbridge AI and its Business—Our acquisition of Lionbridge AI remains subject to review by CFIUS and we are not certain how the outcome of the review will impact our business".

Overview of Lionbridge AI

Lionbridge AI annotates data in text, images, videos and audio in more than 300 languages and dialects for technology companies in social media, search, retail and mobile. Lionbridge AI is a global provider of crowd-based training data through various service offerings and the use of a proprietary annotation solution used in the development of AI algorithms to power machine learning. Lionbridge AI has developed a proprietary data annotation solution of tools and processes that is used in combination with a flexible, crowdsourced community of over one million annotators, linguists and specialists across different languages, demographics and other characteristics across six continents. Lionbridge AI's solutions help improve data functionality and deliver secure, compliant, scalable and high-quality solutions for its clients. Lionbridge AI's clients include some of the leading providers of digital assistants, search engines and advertising networks. Data annotation is the process of labeling data needed to train AI systems.

IDC estimates that total spending on AI technologies to reach $110.1 billion by 2024 growing at approximately 22% from $50.1 billion in 2020. Based on market research surveys, we estimate that the data annotation market is sized at approximately $2 billion to $3 billion in 2020. Currently the market demand is driven by large technology companies, however, demand is growing from other enterprises as AI adoption increases. We believe the data annotation market is expected to grow at a compound annual growth rate of approximately 21% reaching to a size of approximately $3.5 billion to $4.5 billion by 2023.

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To deliver its annotation solutions, Lionbridge AI sources a large and diverse workforce from its global crowd database, which is supplemented, as needed, through additional targeted recruiting focusing on attributes such as number of years in current geographic location, native language proficiency, age and other attributes as may be requested by the client or necessary for the purposes of a particular project. Lionbridge AI's projects regularly require up to several thousand annotators in multiple geographies and languages that have to be ramped up expeditiously to meet client needs. There are approximately 30,000 annotators deployed at one time across all active projects and this figure is expected to grow as the business expands. Lionbridge AI provides its annotators with proprietary educational materials and necessary tools, tracks each annotator's efficiency and quality and processes payments to its annotators across over 85 countries. This workforce is organized through a process and solution for annotator sourcing, education and management that is supported by approximately 750 employees around the world, including Canada, China, Costa Rica, Denmark, Finland, France, Germany, India, Ireland, Japan, South Korea, Poland, Spain, Turkey, the United Kingdom and the United States. Lionbridge AI is headquartered in Waltham, Massachusetts.

Lionbridge AI has clients who include some of the largest North American technology companies that drive the majority of demand for AI enablement today, and Lionbridge AI delivers secure and scalable solutions for high quality, complex content relevance, speech, text, video and image annotation. Lionbridge AI primarily competes with Appen Limited in the text and content relevance sections of the data annotation market, and with specialized vendors who provide managed data labelling services and technology solutions with a deeper focus on image and video data. Lionbridge AI benefits from its incumbent status in this industry, having formed valuable, long-tenured relationships with its clients, including an approximately 15-year relationship with its top client, a leading global search engine company.

The history of successful project delivery at scale and quality of annotated data, driven by Lionbridge AI's ability to hire, onboard and manage a large community of qualified annotators and its proprietary crowdsourcing solutions of tools and processes are the key strengths of its business and positions Lionbridge AI to be able to maintain and expand its existing relationships with its large technology company clients, invest in new AI programs and regularly refresh existing AI algorithms. Lionbridge AI is also well positioned to capture new clients as the adoption of AI technologies across all industries is expected to increase.

The acquisition of Lionbridge AI further supplemented our existing portfolio of next-generation digital solutions for global and disruptive brands, positioning us to better support our clients' digital transformation journeys and to enhance our long-term value creation capabilities. We expect that combining Lionbridge AI's track record of high quality data annotation and specialized and diversified global talent pool with our carrier grade infrastructure, strong client relationships in multiple industries and highly-skilled and engaged teams will allow our combined business to scale even more rapidly as we sell into a diverse set of industries and become more responsive to larger contracts. For a discussion of certain risk factors associated with the acquisition of Lionbridge AI and related to its business, see "Risk Factors—Risks Related to Our Acquisition of Lionbridge AI and its Business".

Summary Historical Financial Results

The following is a summary of financial results for Lionbridge AI for the years ended December 31, 2019 and 2018, and the nine months ended September 30, 2020 and 2019. You should read the following discussion together with the combined financial statements and related notes for Lionbridge AI for such periods, which are included in this prospectus. You should also review our unaudited pro forma condensed combined consolidated financial information, which is included in this prospectus, which gives effect to the acquisitions of Lionbridge AI and CCC by us. See "Unaudited Pro Forma Condensed Combined Consolidated Financial Information".

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Revenues of Lionbridge AI increased by $34.8 million, or 24.3%, to $178.1 million in the nine months ended September 30, 2020 as compared to the nine months ended September 30, 2019, predominately driven by an increase in revenue with its largest client. For the nine months ended September 30, 2020, costs of revenue and operating expenses increased by $31.2 million, or 24.6%, from the nine months ended September 30, 2019, commensurate with the increase in revenue. Net income increased by $2.5 million in the nine months ended September 30, 2019 to $14.2 million in the nine months ended September 30, 2020.

Revenues of Lionbridge AI increased by $44.9 million, or 29.5%, to $197.1 million in 2019 as compared to 2018, predominantly driven by an increase in revenue with its largest client. For 2019, costs of revenues and operating expenses increased by $40.0 million, or 29.9% from 2018, commensurate with the increase in revenue. Net income increased from $13.0 million in 2018 to $16.0 million in 2019, representing a 23.5% increase year-over-year in conjunction with the increase in revenue, which was offset in part by the increase in income tax expense.

Total assets as at September 30, 2020 increased by $1.3 million, or 1% principally, as compared to September 30, 2019, which is not significant. Total liabilities as at September 30, 2020 increased to $34.1 million from $30.6 million, or by 11.1%, as compared to September 30, 2019 principally due to an increase in accrued contractor expenses, commensurate with the increased revenue.

Total assets as at December 31, 2019 increased by $2.0 million, or 1.6% from December 31, 2018 principally as a result of increase in receivables, commensurate with the increase in revenue, offset by the decrease in net book value of intangible assets due to the amortization expense recognized during the year ended December 31, 2019. Total liabilities as at December 31, 2019 increased to $30.6 million from $27.4 million, or by 11.6%, from December 31, 2018 principally due to the increase in accounts payable and accrued expenses, as a result of the increase in the operating expense and cost of revenues year-over-year, which was offset in part by a decrease in the deferred tax liability.

Cash provided by operating activities increased from $14.6 million in the nine months ended September 30, 2019 to $17.1 million in the nine months ended September 30, 2020 due to the higher net income generated during the period. Cash provided by financing activities in the nine months ended September 30, 2020 was a net cash outflow of $16.7 million, as compared to $14.6 million in the same period of the prior year. The change in the cash from financing activities was due to an increase in the cash repatriated to the parent as a result of the increase in cash generated from operating activities.

Cash provided by operating activities increased from $10.7 million for the year ended December 31, 2018 to $17.9 million for the year-ended December 31, 2019 due to the increase in net income and the increase in cash provided by change in non-cash working capital. Cash used by investing activities for the year ended December 31, 2019 was consistent with the prior year. Cash provided by financing activities for the year ended December 31, 2019 was a net cash outflow of $17.8 million, as compared to $10.7 million in the prior year. The change in the cash from financing activities was due to an increase in the cash repatriated to the parent as a result of the increase in cash generated from operating activities.

Non-GAAP Measures

The following are certain non-GAAP measures for Lionbridge AI that are comparable with the non-GAAP measures that our management regularly monitors to evaluate our performance and analyze underlying business performance and trends. We believe that investors will find a comparable presentation of non-GAAP measures for Lionbridge AI useful in period over period comparisons and for an evaluation of our performance on a combined basis. For a discussion of our non-GAAP measures, see "Management's Discussion and Analysis of Financial Condition and Results of Operations and Financial Condition—Non-GAAP Measures".

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Lionbridge AI Adjusted Net Income

Lionbridge AI's adjusted net income ("Lionbridge AI Adjusted Net Income") is calculated by excluding other operating income, restructuring and other costs, share-based compensation expense, foreign exchange gain/loss and amortization of purchased intangible assets, and the related tax impacts of these adjustments, from net income, the most directly comparable GAAP measure. Other operating income, share-based compensation expense, foreign exchange gain/loss and amortization of purchased intangible assets are non-cash items and we do not consider these excluded items to be indicative of Lionbridge AI's operating performance. Restructuring and other costs are largely comprised of business acquisition costs and integration expenses that are not reflective of Lionbridge AI's ongoing operations. Lionbridge AI Adjusted Net Income should not be considered an alternative to net income in measuring Lionbridge AI's performance.

	Year Ended December 31,						Nine Months Ended September 30,

(in millions)	2019			2018			2020			2019
Net income	$	16.0		$	13.0		$	14.2		$	11.7
Add back (deduct):
Other operating income		—			—			—			—
Restructuring and other costs		—			—			—			—
Share-based compensation expense		0.6			0.2			0.4			0.2
Foreign exchange (gain) loss		—			—			—			—
Amortization of purchased intangible assets(a)		4.0			4.0			3.0			3.0
Tax effect of the adjustments above		(1.2	)		(1.2	)		(0.9	)		(0.9	)

Lionbridge AI Adjusted Net Income(b)	$	19.4		$	16.0		$	16.7		$	14.0

(a): Amortization of purchased intangible assets is excluded because this is a non-cash charge and it allows management and investors to evaluate our operating results as if these assets had been developed internally rather than acquired in a business combination. The revenue generated by such purchased intangible assets is not excluded from Lionbridge AI's revenues and, as a result, Lionbridge AI Adjusted Net Income includes revenue generated, in part, by such purchased intangible assets.
(b): Lionbridge AI Adjusted Net Income includes shared cost allocations from the parent company of approximately $22 million in 2019 and approximately $18 million in 2018. We anticipate the equivalent costs to be approximately $10 million to operate Lionbridge AI as a standalone entity on a full year basis.

Lionbridge AI Adjusted EBITDA

Lionbridge AI's adjusted EBITDA ("Lionbridge AI Adjusted EBITDA") excludes from net income non-cash items and items that do not reflect the underlying performance of Lionbridge AI's business and should not, in our opinion, be considered in a valuation metric, or should not be included in an assessment of Lionbridge AI's ability to service or incur debt. These items were added back for the same reasons described above in Lionbridge AI Adjusted Net Income. Lionbridge AI Adjusted EBITDA should not be considered an alternative to net income in measuring Lionbridge AI's performance, and it should not be used as an exclusive measure of cash flow. We believe a net income measure that excludes these non-cash items and items that do not reflect the underlying performance

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of our business is more reflective of underlying business trends, Lionbridge AI's operational performance and overall business strategy.

	Year Ended December 31,				Nine Months Ended September 30,

(in millions)	2019		2018		2020		2019
Net income	$	16.0	$	13.0	$	14.2	$	11.7
Add back (deduct):
Other operating income		—		—		—		—
Interest expense		—		—		—		—
Foreign exchange		—		—		—		—
Income taxes		7.1		5.3		5.9		4.8
Depreciation and amortization		4.0		4.0		3.2		3.1
Share-based compensation expense		0.6		0.2		0.4		0.2
Restructuring and other costs		—		—		—		—

Lionbridge AI Adjusted EBITDA(a)	$	27.7	$	22.5	$	23.7	$	19.8

(a): Lionbridge AI Adjusted EBITDA includes shared cost allocations from the parent company of approximately $22 million in 2019 and approximately $18 million in 2018. We anticipate the equivalent costs to be approximately $10 million to operate Lionbridge AI as a standalone entity on a full year basis.

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UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION

On January 31, 2020, we completed the acquisition of 100% of the outstanding shares of Triple C Holding, the parent holding company of the CCC business. As a result of the acquisition, Triple C Holding became our wholly-owned subsidiary. For more information, see "CCC". On November 6, 2020, we announced that we entered into a stock purchase agreement to acquire the data annotation business of Lionbridge Technologies, Inc., Lionbridge AI for $939.0 million, subject to post-closing adjustments. The acquisition occurred on December 31, 2020. We financed the acquisition with approximately $149.6 million in cash received from the issuance of 1,678,242 Class A common shares to TELUS, $80.4 million in cash received from the issuance of 901,101 Class B common shares to Baring and borrowings of $709.0 million under our credit agreement, of which $265.0 million was drawn on the term loan facilities, and the remainder on the revolving facilities. For more information, see "Lionbridge AI".

The following unaudited pro forma condensed combined consolidated statements of income are presented to illustrate the effects of the acquisition based on TELUS International, CCC and Lionbridge AI's historical financial statements and accounting records after giving effect to the acquisitions of CCC and Lionbridge AI and related transaction accounting adjustments for the applicable periods, as described in the notes included below. The historical financial statements of TELUS International reflect the costs of a separate stand-alone entity and any adjustments to reflect autonomous operations would not be material.

The unaudited pro forma condensed combined consolidated statement of income for the nine-month period ended September 30, 2020, combines TELUS International's unaudited condensed interim consolidated statement of income for the nine-month period ended September 30, 2020, CCC's unaudited condensed interim consolidated statement of income for the one-month period ended January 31, 2020, and Lionbridge AI's unaudited condensed interim combined statement of income for the nine-month period ended September 30, 2020, giving effect to the acquisitions as if they had occurred on January 1, 2019, the first day of TELUS International's fiscal year ended December 31, 2019.

The unaudited pro forma condensed combined consolidated statement of income for the nine-month period ended September 30, 2019, combines TELUS International's unaudited condensed interim consolidated statement of income for the nine-month period ended September 30, 2019, CCC's unaudited condensed interim consolidated statement of income for the nine-month period ended September 30, 2019 and Lionbridge AI's unaudited condensed interim combined statement of income for the nine-month period ended September 30, 2019, giving effect to the acquisitions as if they had occurred on January 1, 2019, the first day of TELUS International's fiscal year ended December 31, 2019.

The unaudited pro forma condensed combined consolidated statement of income for the year ended December 31, 2019, combines TELUS International and CCC's audited consolidated statements of income for the year ended December 31, 2019, and Lionbridge AI's audited combined statement of income for the year ended December 31, 2019, giving effect to the acquisitions as if they had occurred on January 1, 2019, the first day of the TELUS International's fiscal year ended December 31, 2019.

The unaudited pro forma condensed combined consolidated statement of financial position as at September 30, 2020 combines TELUS International's unaudited condensed interim consolidated statement of financial position as at September 30, 2020, which reflects the acquisition of CCC that occurred in January 2020, and Lionbridge AI's unaudited condensed combined balance sheet as at September 30, 2020, giving effect to the acquisition as if it had occurred on September 30, 2020.

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The transaction accounting adjustments reflect only the application of required accounting to the acquisition linking the effects of the acquired business and expected acquisition to TELUS International's historical financial statements. The unaudited pro forma condensed combined consolidated statements of income and statement of financial position should be read in conjunction with the accompanying notes. In addition, the unaudited pro forma condensed combined consolidated financial information is based on, and should be read in conjunction with the following historical consolidated financial statements, including the related notes:

•: audited consolidated financial statements of TELUS International as at and for the year ended December 31, 2019, and the related notes;
•: unaudited condensed interim consolidated financial statements of TELUS International as at September 30, 2020 and for the nine-month periods ended September 30, 2020 and 2019, and the related notes;
•: audited consolidated financial statements of CCC as at and for the year ended December 31, 2019, and the related notes;
•: unaudited condensed interim consolidated financial statements of CCC as at September 30, 2019 and for the nine-month periods ended September 30, 2019 and 2018, and the related notes;
•: audited combined financial statements of Lionbridge AI as at and for the years ended December 31, 2019 and 2018, and the related notes; and
•: unaudited condensed combined interim financial statements of Lionbridge AI as at September 30, 2020, and for the nine-month periods ended September 30, 2020 and 2019, and the related notes.

As the historical consolidated financial statements of CCC have been presented in euros, the unaudited pro forma condensed combined consolidated financial information reflects a translation of such statements into U.S. dollars. See Note 2 in the accompanying notes to the unaudited pro forma condensed combined consolidated financial information for the translation methodology. Based on its review of CCC's historical consolidated financial statements, prepared in accordance with IFRS as issued by the IASB, TELUS International is not aware of any further adjustment that would be required to CCC's historical financial statements in connection with the preparation of the unaudited pro forma condensed combined consolidated financial information.

As the historical combined financial statements of Lionbridge AI have been presented in U.S. dollars, no foreign exchange translation is required. The audited financial statements of Lionbridge AI have been prepared in accordance with U.S. GAAP, but all financial data of Lionbridge AI included in the unaudited pro forma condensed combined consolidated statements of income and statement of financial position has been conformed from accounting principles under U.S. GAAP to IFRS as issued by the IASB. We have assessed the differences between the two sets of standards and have determined the impact to be immaterial on the pro forma condensed combined consolidated financial information. The unaudited condensed interim consolidated financial statements of CCC for the one-month period ended January 31, 2020, are not included in this prospectus.

The transaction accounting adjustments have been made solely for the purpose of providing unaudited pro forma condensed combined consolidated financial information prepared in accordance with the rules and regulations of the SEC.

The unaudited pro forma condensed combined consolidated statements of income have been prepared by TELUS International in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Release No. 33-10786, which is referred to herein as Article 11. TELUS International has voluntarily complied with Release No. 33-10786 in advance of its mandatory compliance date.

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The unaudited pro forma condensed combined consolidated financial information has been presented for informational purposes only and does not purport to represent the actual results of operations that TELUS International, CCC, and Lionbridge AI would have achieved had the companies been combined during the periods presented and are not intended to project the future results of operations that the combined company may achieve after the acquisition. The unaudited pro forma condensed combined consolidated statements of income do not reflect any potential synergies that may be realized as a result of the acquisition and also do not reflect any restructuring or integration related costs to achieve those potential synergies. Prior to the acquisition, Lionbridge AI incurred shared cost allocations from its parent company of approximately $22.0 million in 2019 and approximately $18 million in 2018. We expect the equivalent annual costs to be approximately $10.0 million annually to operate Lionbridge AI as a standalone entity in the first year of operations. This includes applications support and maintenance, data infrastructure, human resources, finance, treasury and administrative expenses.

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Unaudited Pro Forma Condensed Combined Consolidated Statement of Income for the
Nine Months Ended September 30, 2020

	Historical

	Historical											CCC Transaction Accounting Adjustments²			Lionbridge AI Transaction Accounting Adjustments³
Nine months ended September 30, 2020 (millions)	TELUS International			CCC January 31, 2020			CCC January 31, 2020¹			Lionbridge AI		CCC Transaction Accounting Adjustments²			Lionbridge AI Transaction Accounting Adjustments³			Pro Forma Combined
REVENUES
Revenues arising from contracts with customers-service	$	1,139.3		€	29.4		$	32.7		$	178.1	$	—		$	—		$	1,350.1

OPERATING EXPENSES
Goods and services purchased		219.4			1.8			2.0			90.3		(23.0)	^(3a)		(0.1)	^(4a)		288.6
Employee benefits expense		708.0			18.5			20.5			64.5		—			—			793.0
Depreciation		72.6			1.0			1.1			0.2		—			—			73.9
Amortization of intangible assets		59.7			1.3			1.4			3.0		3.9	^(3a)		34.4	^(4a)		102.4

		1,059.7			22.6			25.0			158.0		(19.1	)		34.3			1,257.9

OPERATING INCOME		79.6			6.8			7.7			20.1		19.1			(34.3	)		92.2
Changes in business combination-related provisions		(73.4	)		—			—			—		—			—			(73.4	)
Interest expense		34.3			7.3			8.1			—		(2.0)	^(3b)		12.4	^(4b)		52.8
Foreign exchange		2.2			—			—			—		—			—			2.2

INCOME BEFORE INCOME TAXES		116.5			(0.5	)		(0.4	)		20.1		21.1			(46.7	)		110.6
Income taxes		34.6			0.2			0.2			5.9		1.7	^(3c)		(9.9)	^(4c)		32.5

NET INCOME	$	81.9			€(0.7	)	$	(0.6	)	$	14.2	$	19.4		$	(36.8	)	$	78.1



NET INCOME PER COMMON SHARE
Basic	$	1.66																$	1.49
Diluted	$	1.65																$	1.48

See the accompanying notes to the unaudited pro forma condensed combined consolidated financial information, which are an integral part of these statements.

¹: Please refer to Note 1 for the translation methodology
²: Please refer to Note 3 for details of each of the CCC transaction accounting adjustments
³: Please refer to Note 4 for details of each of the Lionbridge AI transaction accounting adjustments

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Unaudited Pro Forma Condensed Combined Consolidated Statement of Income for the
Nine Months Ended September 30, 2019

	Historical

	Historical														Lionbridge AI Transaction Accounting Adjustments³
Nine months ended September 30, 2019 (millions)	TELUS International			CCC			CCC¹			Lionbridge AI		CCC Transaction Accounting Adjustments²			Lionbridge AI Transaction Accounting Adjustments³			Pro Forma Combined
OPERATING REVENUES
Revenues arising from contracts with customers-service	$	747.1		€	234.6		$	263.6		$	143.3	$	—		$	—		$	1,154.0
OPERATING EXPENSES
Goods and services purchased		132.9			17.3			19.4			67.2		23.0	^(3a)		23.8	^(4a)		266.3
Employee benefits expense		463.5			148.1			166.4			56.6		—			—			686.5
Depreciation		53.1			8.1			9.1			0.1		—			—			62.3
Amortization of intangible assets		14.4			12.1			13.6			2.9		34.6	^(3a)		34.4	^(3a)		99.9

		663.9			185.6			208.5			126.8		57.6			58.2			1,115.0

OPERATING INCOME		83.2			49.0			55.1			16.5		(57.6	)		(58.2	)		39.0
Changes in business combination-related provisions		(2.5	)		—			—			—		—			—			(2.5	)
Interest expense		28.0			4.8			5.4			—		3.3	^(4b)		12.6	^(4b)		49.3
Foreign exchange		(2.3	)		(0.7	)		(0.8	)		—		—			—			(3.1	)

INCOME BEFORE INCOME TAXES		60.0			44.9			50.5			16.5		(60.9	)		(70.8	)		(4.7	)
Income taxes		18.3			15.0			16.9			4.8		(10.0)	^(3c)		(13.0)	^(4c)		17.0

NET INCOME	$	41.7			€29.9		$	33.6		$	11.7	$	(50.9	)	$	(57.8	)	$	(21.7	)



NET INCOME PER COMMON SHARE
Basic	$	0.99																$	(0.42	)
Diluted	$	0.99																$	(0.42	)

See the accompanying notes to the unaudited pro forma condensed combined consolidated financial information, which are an integral part of these statements.

¹: Please refer to Note 1 for the translation methodology
²: Please refer to Note 3 for details of each of the CCC transaction accounting adjustments
³: Please refer to Note 4 for details of each of the Lionbridge AI transaction accounting adjustments

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Unaudited Pro Forma Condensed Combined Consolidated Statement of Income for the
Year Ended December 31, 2019

	Historical

	Historical											CCC Transaction Accounting Adjustments²			Lionbridge AI Transaction Accounting Adjustments³
Year ended December 31, 2019 (millions)	TELUS International			CCC			CCC¹			Lionbridge AI		CCC Transaction Accounting Adjustments²			Lionbridge AI Transaction Accounting Adjustments³			Pro Forma Combined
OPERATING REVENUES
Revenues arising from contracts with customers—service	$	1,019.6		€	316.9		$	354.7		$	197.1	$	—		$	—		$	1,571.4
OPERATING EXPENSES
Goods and services purchased		182.9			23.6			26.4			94.6		23.0	^(3a)		23.8	^(4a)		350.7
Employee benefits expense		630.4			199.6			223.5			75.4		—			—			929.3
Depreciation		73.1			11.0			12.3			0.1		—			—			85.5
Amortization of intangible assets		19.1			16.4			18.4			3.9		45.7	^(3a)		45.9	^(4a)		133.0

		905.5			250.6			280.6			174.0		68.7			69.7			1,498.5

OPERATING INCOME		114.1			66.3			74.1			23.1		(68.7	)		(69.7	)		72.9
Changes in business combination-related provisions		(14.6	)		—			—			—		—			—			(14.6	)
Interest expense		36.3			7.1			7.9			—		5.3	^(3b)		16.8	^(4b)		66.3
Foreign exchange		(2.6	)		(1.0	)		(1.1	)		—		—			—			(3.7	)

INCOME BEFORE INCOME TAXES		95.0			60.2			67.3			23.1		(74.0	)		(86.5	)		24.9
Income taxes		26.0			20.2			22.6			7.1		(12.8)	^(3c)		(16.4)	^(4c)		26.5

NET INCOME	$	69.0		€	40.0		$	44.7		$	16.0	$	(61.2	)	$	(70.1	)	$	(1.6	)



NET INCOME PER COMMON SHARE
Basic	$	1.64																$	(0.03	)
Diluted	$	1.63																$	(0.03	)

See the accompanying notes to the unaudited pro forma condensed combined consolidated financial information, which are an integral part of these statements.

¹: Please refer to Note 1 for the translation methodology
²: Please refer to Note 3 for details of each of the CCC transaction accounting adjustments
³: Please refer to Note 4 for details of each of the Lionbridge AI transaction accounting adjustments

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Unaudited Pro Forma Condensed Combined Consolidated Statements of Financial Position as at September 30, 2020

	Historical

	Historical				Lionbridge AI Transaction Accounting Adjustments¹
As at September 30, 2020 (in millions)	TELUS International		Lionbridge AI		Lionbridge AI Transaction Accounting Adjustments¹			Pro Forma Combined
ASSETS
Current assets
Cash and temporary investments, net	$	138.9	$	—	$	—		$	138.9
Accounts receivable		292.4		39.7		—			332.1
Due from affiliated companies		33.3		0.8		—			34.1
Income and other taxes receivable		15.5		—		—			15.5
Prepaid expenses		27.8		1.3		—			29.1
Current derivative assets		2.0		—		—			2.0

		509.9		41.8		—			551.7

Non-current assets
Property, plant and equipment, net		366.7		0.3		2.5			369.5
Intangible assets, net		646.6		33.6		609.4			1,289.6
Goodwill, net		1,003.9		54.0		408.3			1,466.2
Deferred income taxes		13.4		—		—			13.4
Other long-term assets		35.0		—		—			35.0

Assets		2,065.6		87.9		1,020.2			3,173.7

	$	2,575.5	$	129.7	$	1,020.2		$	3,725.4

LIABILITIES AND OWNERS' EQUITY
Current liabilities
Short-term borrowings	$	11.1	$	—	$	—		$	11.1
Accounts payable and accrued liabilities		308.5		22.9		21.8	⁽²⁾		353.2
Due to affiliated companies		32.1		—		—			32.1
Income and other taxes payable		83.6		—		—			83.6
Advance billings and customer deposits		2.4		0.6		—			3.0
Provisions		0.6		—		—			0.6
Current maturities of long-term debt		77.0		—		13.2			90.2
Current portion of derivative liabilities		2.1		—		—			2.1

		517.4		23.5		35.0			575.9

Non-current liabilities
Provisions		18.7		—		—			18.7
Long-term debt		1,070.4		—		698.3			1,768.7
Other long-term liabilities		5.9		0.4		—			6.3
Derivative liabilities		37.6		—		—			37.6
Deferred income taxes		181.4		10.2		176.3			367.9

		1,314.0		10.6		874.6			2,199.2

Liabilities		1,831.4		34.1		909.6			2,775.1

Owners' equity
Common equity		744.1		95.6		110.6	⁽²⁾		950.3

	$	2,575.5	$	129.7	$	1,020.2		$	3,725.4

See the accompanying notes to the unaudited pro forma condensed combined consolidated financial information, which are an integral part of these statements.

¹: Please refer to Note 2b) for a summary of the Lionbridge AI purchase price allocation.
²: Impact of estimated transactions costs of $23.8 million are included in these lines.

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Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Statements

1. Description of transaction

a): Description of transaction—CCC

On January 31, 2020, TELUS International completed the acquisition of CCC and, on such date, CCC became a wholly owned subsidiary of TELUS International. The transaction, purchase price and acquisition-date fair values assigned to the assets acquired and liabilities assumed are set out in Note 12(b) of the unaudited condensed interim consolidated financial statements as at and for the nine-month periods ended September 30, 2020 and 2019.

Foreign currency adjustments

The historical financial statements of CCC are presented in euro. The historical financial information was translated from euro to U.S. dollars using the following historical exchange rates:

	U.S. dollar/European euro

Average exchange rate for the nine-months ended September 30, 2019	$	1.12
Average exchange rate for the year ended December 31, 2019	$	1.12
Average exchange rate for the period ended January 31, 2020	$	1.11

b): Description of transaction—Lionbridge AI

On November 6, 2020, TELUS International announced that we had entered into an agreement to acquire Lionbridge AI. The acquisition closed on December 31, 2020, with a purchase price of $939.0 million, subject to post-closing adjustments.

Acquisition-date fair values

Acquisition-date fair values assigned to the assets acquired and liabilities assumed are set out in the following table. The date of acquisition is December 31, 2020 and therefore our determination of

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fair values is based on management's best estimate based on information made available to date and is subject to change.

As at acquisition-date fair values (millions $USD)	Lionbridge AI

Assets
Current assets
Accounts receivable⁽¹⁾	$	39.7
Prepaid expenses and other		2.1

		41.8

Non-current assets
Property, plant and equipment		2.8
Customer relationships⁽²⁾		523.0
Crowdsource platform and processes⁽³⁾		120.0

		645.8

Total identifiable assets acquired		687.6

Liabilities
Current liabilities
Accounts payable and accrued liabilities		20.9
Lease liabilities		0.7
Advance billings		0.6

		22.2

Non-current liabilities
Other long-term liabilities		0.4
Lease liabilities		1.8
Deferred income taxes		186.5

		188.7

Total liabilities assumed		210.9

Net identifiable assets acquired		476.7
Goodwill		462.3

Net assets acquired	$	939.0

Acquisition affected by way of:
Cash consideration	$	939.0

	$	939.0

⁽¹⁾: The fair value of accounts receivable is equal to the gross contractual amounts receivable and reflects the best estimates at the acquisition dates of the contractual cash flows expected to be collected.
⁽²⁾: Customer relationships are generally expected to be amortized over periods of 15 years.
⁽³⁾: Crowdsource platform and processes are expected to be amortized over periods of 8 years.

2. Basis of presentation

The unaudited pro forma condensed combined consolidated financial information was prepared using the acquisition method of accounting and are based on the historical consolidated financial statements of TELUS International and CCC, and the historical combined financial statements of Lionbridge AI. The historical consolidated financial statements of TELUS International and CCC are both as prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. The historical combined financial statements of Lionbridge AI are prepared in accordance with U.S. GAAP. We have assessed the differences in the two standards and have determined the impact to be immaterial on the pro forma condensed combined consolidated financial information. The historical annual and interim balances reflect certain reclassifications of CCC's consolidated statements of income and Lionbridge AI's combined statements of income to

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conform to TELUS International's presentation in its historical annual audited consolidated statement of income for the year ended December 31, 2019, and unaudited condensed interim consolidated statements of income for the nine months ended September 30, 2020, and September 30, 2019. The acquisition method of accounting is based on IFRS 3, Business Combinations. IFRS 3 requires, among other things, that identifiable assets acquired and liabilities assumed be recognized at acquisition date fair value.

The assets acquired and liabilities assumed by TELUS International in the acquisition have been measured at their respective preliminary estimated fair values as at the date of the closing of the acquisition of CCC and have been included in TELUS International's unaudited condensed interim consolidated statement of financial position at September 30, 2020, which is included in this prospectus. The assets acquired and liabilities assumed by TELUS International in the acquisition have been measured at their respective preliminary estimated fair values as at the date of the closing of the acquisition of Lionbridge AI. Differences between these preliminary estimates of fair value and final acquisition accounting may occur and those differences could have a material impact on the accompanying unaudited pro forma condensed combined consolidated statements of income and our combined future results of operations and financial position. We will finalize the acquisition accounting as soon as practicable within the required measurement period, but in no event later than one year following the date of the completion of the acquisition.

IFRS 13 defines the term "fair value", sets forth valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of inputs used to develop fair value measures. In addition, market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. Many of these fair value measurements can be highly subjective, and it is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.

Under the acquisition method of accounting, the identified assets acquired and liabilities assumed are recorded, at acquisition date fair value and added to those of TELUS International. Financial statements and reported results of operations of TELUS International issued after the completion of the acquisition will reflect these values.

Under IFRS 3, acquisition-related transaction costs (for example, advisory, legal and other professional fees) are not included as a component of consideration transferred but are accounted for as expenses in the period in which such costs are incurred. Total acquisition-related expenses incurred by TELUS International and CCC amount to $23.0 million and total acquisition-related expenses expected to be incurred by TELUS International and Lionbridge AI amount to $23.8 million; all of these expenses are reflected as transaction accounting adjustments in the unaudited pro forma condensed combined consolidated statements of income for the nine-month period ended September 30, 2019, and the year ended December 31, 2019. These expenses are not expected to continue beyond 12 months after the transaction.

The unaudited pro forma condensed combined consolidated financial information does not reflect any potential synergies or cost savings that may be realized as a result of the acquisition. These synergies include administrative cost savings and increased cross-selling opportunities. Although we project that higher revenues and cost savings will result from the acquisition, there can be no assurance that these potential synergies will be achieved. The unaudited pro forma condensed combined consolidated financial information also does not reflect any projected restructuring and integration costs associated with the achievement of potential synergies. Rather, these will be recorded in the appropriate accounting periods in which they are incurred.

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3 CCC transaction accounting adjustments

This note should be read in conjunction with Note 1 Description of Transaction and Note 2 Basis of Presentation. Adjustments included in the column under the heading "—CCC Transaction Accounting Adjustments" represent the following:

(a): Operating expenses are adjusted as follows:

For the Nine-Month Period Ended September 30, 2020 (in millions)


Eliminate CCC's historical intangible asset amortization expense¹	$	(1.4	)
Estimated transaction-related intangible asset amortization²		5.3
Reverse the transaction expenses recorded in 2020		(23.0	)

Estimated adjustment to operating expenses	$	(19.1	)

For the Nine-Month Period Ended September 30, 2019 (in millions)


Eliminate CCC's historical intangible asset amortization expense¹	$	(12.9	)
Estimated transaction-related intangible asset amortization²		47.5
Record transaction expenses incurred to close the CCC acquisition		23.0

Estimated adjustment to operating expenses	$	57.6

For the Year Ended December 31, 2019 (in millions)


Eliminate CCC's historical intangible asset amortization expense¹	$	(17.5	)
Estimated transaction-related intangible asset amortization²		63.2
Record transaction expenses incurred to close the CCC acquisition		23.0

Estimated adjustment to operating expenses	$	68.7

¹: Prior to the acquisition, CCC had recognized transaction-related intangible assets and related amortization expense in their audited consolidated financial statements. As these intangible assets are remeasured at fair value by TELUS International upon acquisition, the historical amortization expense was reversed.
²: The amortization expense was based on the acquisition date fair values of the following:

		Estimated Useful Life

Customer relationships	€480.8 million	10 years
Brand name	€22.8 million	3 years
Standard operating procedures	€9.1 million	5 years

(b): Interest expense is adjusted as follows:

For the Nine-Month Period Ended September 30, 2020 (in millions)


Eliminate CCC's historical interest expense³	$	(3.2	)
Estimated incremental interest expense associated with debt issuance to finance the CCC acquisition³		1.2

Estimated adjustment to interest expense	$	(2.0	)

For the Nine-Month Period Ended September 30, 2019 (in millions)


Eliminate CCC's historical interest expense³	$	(10.2	)
Estimated incremental interest expense associated with debt issuance to finance the CCC acquisition⁴		13.5

Estimated adjustment to interest expense	$	3.3

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For the Year Ended December 31, 2019 (in millions)


Eliminate CCC's historical interest expense³	$	(11.8	)
Estimated incremental interest expense associated with debt issuance to finance the CCC acquisition⁴		17.1

Estimated adjustment to interest expense	$	5.3

³: At the time of the acquisition of CCC, TELUS International retired CCC's existing indebtedness.
⁴: In connection with the acquisition of CCC, TELUS International amended and restated its existing senior secured credit agreement. For the purposes of the pro forma financial information, it is assumed that the credit agreement was amended effective January 1, 2019, and only the mandatory repayments of $7.5 million were made in each subsequent quarter. The weighted average interest rate used in the calculation was 2.40% for 2019 and 2020. For more information on the terms of our credit agreement, see "Description of Certain Indebtedness" in this prospectus.

(c): The effective income tax rate of the pro forma adjustments for the nine months ended September 30, 2020, the year ended December 31, 2019 and the nine months ended September 30, 2019 is 8.1%, 17.3% and 16.4% respectively. The effective tax rates differ from the statutory income tax rates in effect in the countries in which the pro forma adjustments occur, primarily Canada and Germany, due to the impact of non-deductible amounts incurred and financing arrangements entered as part of the acquisition of CCC.

4. Lionbridge AI transaction accounting adjustments

This note should be read in conjunction with Note 1 Description of Transaction and Note 2 Basis of Presentation. Adjustments included in the column under the heading "—Lionbridge AI Transaction Accounting Adjustments" represent the following:

a): Operating expenses are adjusted as follows:

For the Nine-Month Period Ended September 30, 2020 (in millions)


Eliminate Lionbridge's AI historical intangible asset amortization expense¹	$	(3.0	)
Estimated transaction related intangible asset amortization²		37.4
Eliminate transaction costs related to Lionbridge AI acquisition		(0.1	)

Estimated adjustment to operating expenses	$	34.3

For the Nine-Month Period Ended September 30, 2019 (in millions)


Eliminate Lionbridge's AI historical intangible asset amortization expense¹	$	(3.0	)
Estimated transaction related intangible asset amortization²		37.4
Record transaction expenses incurred in connection to the Lionbridge AI acquisition		23.8

Estimated adjustment to operating expenses	$	58.2

For the Year Ended December 31, 2019 (in millions)


Eliminate Lionbridge's AI historical intangible asset amortization expense¹	$	(4.0	)
Estimated transaction related intangible asset amortization²		49.9
Record transaction expenses incurred in connection to the Lionbridge AI acquisition		23.8

Estimated adjustment to operating expenses	$	69.7

¹: Prior to the acquisition, Lionbridge AI had recognized transaction related intangible assets and related amortization expense in their combined financial statements. As these intangible assets are remeasured at fair value by TELUS International upon acquisition, the historical amortization expense was reversed.

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²: The amortization expense is based on the acquisition date fair values of the following:

	Estimated Fair Value		Estimated Useful Life

Customer relationships	$	523.0 million	15 years
Crowdsource platform and processes	$	120.0 million	8 years

b): Interest expense is adjusted as follows:

For the Nine-Month Period Ended September 30, 2020 (in millions)


Estimated incremental interest expense associated with debt issuance to finance the Lionbridge AI acquisition⁴		$	12.4

For the Nine-Month Period Ended September 30, 2019 (in millions)


Estimated incremental interest expense associated with debt issuance to finance the Lionbridge AI acquisition⁴		$	12.6

For the Year Ended December 31, 2019 (in millions)


Estimated incremental interest expense associated with debt issuance to finance the Lionbridge AI acquisition⁴		$	16.8

⁴: In connection with the acquisition of Lionbridge AI, TELUS International amended and restated its existing senior secured credit agreement. For the purposes of the pro forma financial information, it is assumed that the credit agreement was amended effective January 1, 2019, and only the incremental mandatory repayments of $3.1 million were made in each subsequent quarter, excluding the incremental mandatory repayments on the debt incurred in connection with the acquisition of CCC. The weighted average interest rate used in the calculation was 2.40% for all periods. For more information on the terms of our credit agreement, see "Description of Certain Indebtedness" in this prospectus.

c): The effective income tax rate of the pro forma adjustments for the nine months ended September 30, 2020, the year ended December 31, 2019 and the nine months ended September 30, 2019 is 21.3%, 18.9% and 18.4% respectively. The effective tax rates differ from the statutory income tax rates in effect in the countries in which the pro forma adjustments occur, primarily Canada and the USA due to the impact of non-deductible amounts incurred and financing arrangements entered as part of the acquisition of Lionbridge AI.

5. Common shares

For periods in which TELUS International reports net income, basic and diluted earnings per share is determined by using the weighted average number of common shares and dilutive common share equivalents outstanding during the period. In connection with the acquisition of Lionbridge AI, we issued 2,579,343 shares to existing shareholders in connection with the $230.0 million equity component of the Lionbridge AI acquisition based on an assumptive share price of $89.17. The following table summarizes the weighted average number of common shares outstanding used to calculate the basic and diluted earnings per share with the impacts of the CCC and Lionbridge AI acquisitions:

For the Nine-Month Period Ended September 30, 2020


Basic total weighted average number of common shares outstanding			52,473,600
Effect of dilutive securities
Share option awards			311,538

Diluted total weighted average number of common shares outstanding			52,785,138

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For the Nine-Month Period Ended September 30, 2019


Basic total weighted average number of common shares outstanding			51,272,968
Effect of dilutive securities
Share option awards			114,608

Diluted total weighted average number of common shares outstanding			51,387,576

For the Year Ended December 31, 2019


Basic total weighted average number of common shares outstanding			51,272,968
Effect of dilutive securities
Share option awards			139,801

Diluted total weighted average number of common shares outstanding			51,412,769

6. Sensitivity analysis

As the Lionbridge AI acquisition has recently closed, there are several assumptions regarding the purchase price allocation and the financing of the transaction, which if actualized differently, could have a material impact on the pro forma condensed combined statement of operations and financial position. In addition, the tax positions and tax rates used in the purchase price allocation and pro forma are preliminary estimates, the assessment is in process and will not be completed until subsequent to the acquisition of Lionbridge AI. Therefore, a sensitivity analysis has been included below to highlight the impact of changes in the fair value of the intangible assets and the interest rate assumed in the calculations above. The number of shares issued to finance a portion of the transaction could also vary based on the share price on the date of issuance, which could impact earnings per share by up to $0.01.

A 10% increase or decrease in the fair value of identified intangibles would affect the amortization expense as follows:

Assumed change in fair value (in millions)	Fair value of intangible assets		Annual amortization		Incremental amortization recognized

10% increase	$	707.3	$	54.9	$	5.0
10% decrease	$	578.7	$	44.9	($	5.0	)

A 24 basis point increase or decrease in the assumed weighted average interest rate of 2.40% would affect interest expense as follows:

Assumed change in interest rate (in millions, except for interest rate)			Annual interest expense¹		Incremental amortization recognized

Rate increases	2.64	%	$	18.5	$	1.7
Rate decreases	2.16	%	$	15.1	($	1.7	)

¹: Assuming an annual period with incremental borrowings of $709.0 million and quarterly repayments of $3.1 million.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following tables present selected historical consolidated financial data for our business. We have derived selected consolidated statements of income and other comprehensive income data for the years ended December 31, 2019, December 31, 2018, and December 31, 2017, and selected consolidated statements of financial position data as at December 31, 2019, and December 31, 2018, from our audited consolidated financial statements included in this prospectus. The consolidated statement of financial position as at December 31, 2017, is not included in this prospectus. The selected historical consolidated financial data for the years ended December 31, 2018, and December 31, 2017, have been presented without the retrospective application of IFRS 16 Leases and may not be comparable to the selected historical consolidated financial data for the year ended December 31, 2019. We have derived summary consolidated statements of income and other comprehensive income data for the nine months ended September 30, 2020, and September 30, 2019, and summary consolidated statements of financial position data as at September 30, 2020, from our unaudited condensed interim consolidated financial statements included in this prospectus. We prepare our consolidated financial statements in accordance with IFRS as issued by the IASB. You should read this data together with our consolidated financial statements and related notes appearing elsewhere in this prospectus and the information under the captions "Capitalization", "Summary Historical Consolidated Financial and Other Data", and "Management's Discussion and Analysis of Financial Condition and Results of Operations". Our historical results are not necessarily indicative of the results that should be expected in any future period, and our results for any interim period are not necessarily indicative of the results to be expected for a full year.

	Years Ended December 31									Nine Months Ended September 30

Consolidated Statements of Income Data:	2019			2018			2017			2020			2019
	($ in millions, except per share data)
Revenues
Revenues arising from service contracts with customers—service	$	1,019.6		$	834.6		$	573.2		$	1,139.3		$	747.1
Operating Expenses
Goods and services purchased		182.9			174.9			105.8			219.4			132.9
Employee benefits expense		630.4			522.5			366.5			708.0			463.5
Depreciation		73.1			31.3			25.4			72.6			53.1
Amortization of intangible assets		19.1			18.2			6.8			59.7			14.4

Total Operating Expenses		905.5			746.9			504.5			1,059.7			663.9

Operating Income		114.1			87.7			68.7			79.6			83.2
Changes in business combination-related provisions		(14.6	)		(12.6	)		—			(73.4	)		(2.5	)
Interest expense		36.3			23.2			10.1			34.3			28.0
Foreign exchange		(2.6	)		8.1			(0.5	)		2.2			(2.3	)

Income Before Income Taxes		95.0			69.0			59.1			116.5			60.0
Income Taxes		26.0			21.9			15.7			34.6			18.3

Net Income	$	69.0		$	47.1		$	43.4		$	81.9		$	41.7



Net Income Per Common Share
Basic	$	1.64		$	1.12		$	1.09		$	1.66		$	0.99
Diluted	$	1.63		$	1.12		$	1.09		$	1.65		$	0.99

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	As at December 31						As at September 30

Consolidated Statement of Financial Position Data:	2019		2018		2017		2020
	($ in millions)
Cash and temporary investments, net	$	79.5	$	65.6	$	85.4	$	138.9
Property, plant and equipment, net		301.0		115.2		103.5		366.7
Intangible assets, net		89.7		104.8		35.0		646.6
Goodwill, net		418.4		421.2		228.8		1,003.9
Total assets		1,169.0		909.1		601.9		2,575.5
Current maturities of long-term debt		42.8		6.0		6.0		77.0
Long-term debt		477.7		302.0		264.3		1,070.4
Total liabilities		923.2		712.4		502.1		1,831.4
Common equity		245.8		196.7		99.8		744.1
Total liabilities and owners' equity		1,169.0		909.1		601.9		2,575.5

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and financial performance together with our consolidated financial statements and the related notes included in this prospectus. The following discussion is based on financial information prepared in accordance with Generally Accepted Accounting Principles ("GAAP"). The GAAP that we use are the IFRS, as issued by the IASB, which might differ in material respects from accounting principles generally accepted in other jurisdictions, including the United States. The discussion of our financial performance in this section is based on our financial results for the three- and nine-month periods ended September 30, 2020, and the three-year period ended December 31, 2019.

Information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. By their nature, forward-looking statements are subject to risks and uncertainties and are based on assumptions, including assumptions about future economic conditions, events and courses of action, many of which we do not control. These assumptions may ultimately prove to have been inaccurate and, as a result, our actual results or events may differ materially from expectations expressed in or implied by the forward-looking statements. You should review the "Risk Factors" section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. In our discussion, we also use certain non-GAAP measures to evaluate our performance, monitor compliance with debt covenants and manage our capital structure. These measures are defined, qualified and reconciled with their nearest GAAP measures in the "Non-GAAP Measures" section of this discussion and analysis.

Overview

TELUS International was born out of an intense focus on customer service excellence, continuous improvement and a values-driven culture under the ownership of TELUS Corporation, a leading communications and information technology company in Canada. Since our founding, we have made a number of significant organic investments and acquisitions, with the goal of better serving our growing portfolio of global clients. We have expanded our agile delivery model to access highly qualified talent in multiple geographies, including Asia-Pacific, Central America, Europe and North America, and developed a broader set of complex, digital-centric capabilities.

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We have built comprehensive, end-to-end capabilities with a mix of industry and digital technology expertise to support our clients in their customer experience and digital enablement journeys. Our services support the full scope of our clients' digital transformations and enable clients to more quickly embrace next-generation digital technologies to deliver better business outcomes. We provide strategy and innovation, next-generation technology and IT services, and CX process and delivery solutions to fuel our clients' growth. Our highly skilled and empathetic team members together with our deep expertise in customer experience processes, next-generation technologies and expertise within our industry verticals is core to our success. We combine these with our ability to discover, analyze and innovate with new digital technologies in our digital centers of excellence to continuously evolve and expand our solutions and services.

We have built an agile delivery model with global scale to support next-generation, digitally-led customer experiences. Substantially all of our delivery locations are connected through a carrier-grade infrastructure backed by cloud technologies, enabling globally distributed and virtualized teams. The interconnectedness of our teams and ability to seamlessly shift interactions between physical and digital channels enables us to tailor our delivery strategy to clients' evolving needs. We have almost 50,000 team members located in 50 delivery locations across over 20 countries. Our delivery locations are strategically selected based on a number of factors, including access to diverse, skilled talent, proximity to clients and ability to deliver our services over multiple time zones and in multiple languages. We have established a presence in key global markets, which supply us with qualified, cutting-edge technology talent and have been recognized as an employer of choice in many of these markets.

Today, our clients include over 600 companies across high-growth verticals, including Tech and Games, Communications and Media, eCommerce and FinTech, Healthcare and Travel and Hospitality. Our relationship with TELUS, our largest client and controlling shareholder, has been instrumental to our success. TELUS provides significant revenue visibility, stability and growth, as well as strategic partnership with respect to co-innovation within our Communications and Media industry vertical. We have renewed our TELUS MSA, which provides for a term of ten years beginning in January 2021 and a minimum annual spend of $200.0 million, subject to adjustment in accordance with its terms. For more information, see "Certain Relationships and Related Party Transactions—Our Relationship with TELUS—Master Services Agreement".

Recent Developments

Revenue

We earn revenues pursuant to contracts which generally take the form of a master services agreement, or other service contracts. MSAs, which are framework agreements with terms generally ranging from three to five years, are supplemented by statements of work ("SOWs") that identify the specific services to be provided and the related pricing for each service. There are a number of factors

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that impact the pricing of the services identified in each SOW or service contract, including, but not limited to, the nature and scope of services being provided, service levels and, under certain of our MSAs, we are able to share the inflation and foreign exchange risk arising from currency fluctuations. The substantial majority of our revenue is earned pursuant to MSAs or service contracts that are engagements based on per-productive-hour or per-transaction billing models.

From period to period, the fluctuation in our revenue is primarily a function of changes in service volumes from existing SOWs, new SOWs with existing clients, MSAs signed with new clients, and the impact of foreign exchange on non-U.S. dollar-denominated contracts.

In each of 2019, 2018 and 2017, TELUS, our largest client and Google, our second largest client in those periods, accounted for more than 10% of our service revenues. In the three- and nine-month periods ended September 30, 2020, and September 30, 2019, TELUS accounted for more than 10% of our service revenues. For each of the last three years, TELUS represented 25.5%, 24.0%, and 31.4% of our service revenue in 2019, 2018 and 2017, respectively. TELUS represented 18.9% and 20.0% of our service revenue in the three- and nine-month periods ended September 30, 2020, respectively, and 27.4% and 25.8% of our service revenue in the three- and nine-month periods ended September 30, 2019, respectively. Google accounted for 11.0%, 11.0%, and 14.0% of our service revenue in 2019, 2018 and 2017, respectively. In addition, Google is the largest client of Lionbridge AI, the data annotation business we acquired on December 31, 2020. Google accounted for 65% of Lionbridge AI's revenue in the year ended December 31, 2019.

For the three- and nine-month period ended September 30, 2020, our second largest client, which was a leading social media company, accounted for 17.1% and 15.5% of our service revenue, respectively. Google, our second largest client in fiscal year 2019 represented 11.8% and 12.5% of our service revenue for the three- and nine-month periods ended September 30, 2019, respectively. The TELUS MSA provided for a minimum annual volume of services, which was C$175.0 million in 2020, subject to certain adjustments or credits. The actual volume of services provided to TELUS since the inception of the MSA has exceeded the minimum annual volume each year, with our revenue for 2019 exceeding the minimum volume by more than 50%, and representing growth of 32% compared to our revenue for 2018. Our revenue from TELUS for the nine months ended September 30, 2020, has already exceeded the minimum annual volume under the TELUS MSA, with our revenue exceeding the minimum volume by more than 30%, and representing growth of 18.3% compared to our revenue for the nine months ended September 30, 2019. The MSAs we have entered into with our other clients generally do not have minimum annual volume commitments. We have renewed the TELUS MSA, which now provides for a term of ten years beginning in January 2021 and will provide for minimum annual volume of services of $200.0 million, subject to adjustment in accordance with its terms. For more information regarding the TELUS MSA, see "Certain Relationships and Related Party Transactions—Our Relationship with TELUS—Master Services Agreement".

The table below sets forth the percentage of our service revenues derived from our largest clients, which includes TELUS and Google for the periods presented.

	Years Ended December 31									Nine Months Ended September 30

	2019			2018			2017			2020			2019
Top 5 clients		54.7	%		54.8	%		64.5	%		52.9	%		54.9	%
Top 10 clients		67.4	%		69.4	%		75.9	%		63.3	%		67.7	%
Top 15 clients		74.5	%		77.8	%		81.7	%		69.0	%		74.9	%
Top 20 clients		80.1	%		82.6	%		86.1	%		73.7	%		80.4	%

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We deliver tailored solutions to a variety of industry verticals, including the following, which represent the top five verticals based on a percentage of revenue in 2020:

•: Tech and Games
•: Communications and Media
•: eCommerce and FinTech
•: Travel and Hospitality; and
•: Healthcare

The following table sets forth our service revenues by vertical for the periods presented:

	Years Ended December 31						Three Months Ended September 30				Nine Months Ended September 30

Revenue by Industry Vertical	2019		2018		2017		2020		2019		2020		2019
	($ in millions)
Tech and Games	$	321.4	$	270.0	$	179.0	$	171.7	$	84.0	$	444.4	$	238.8
Communications and Media		390.2		317.0		204.5		122.6		101.3		350.6		284.4
eCommerce and FinTech		107.5		91.3		68.5		44.6		27.8		121.8		77.8
Travel and Hospitality		40.0		22.2		17.4		13.1		11.7		37.7		26.8
Healthcare		42.9		39.3		45.8		8.8		10.1		24.9		32.9
Other⁽¹⁾		117.6		94.8		58.0		65.8		30.4		159.9		86.4

Total	$	1,019.6	$	834.6	$	573.2	$	426.6	$	265.3	$	1,139.3	$	747.1

(1): Includes among others, retail and other financial services; none of the verticals included in this category are individually more than 3% of revenue.

In the three- and nine-month periods ended September 30, 2020, our Tech and Games industry vertical has experienced the strongest year-over-year growth of all our verticals, making it our largest industry vertical, representing 40.2% and 39.0% of our revenue for the three- and nine-month period ended September 30, 2020, respectively. This growth is largely attributable to the acquisition of CCC in January 2020, and the successful integration of its client base. The eCommerce and FinTech industry vertical has also experienced significant growth, increasing 60.4% and 56.6% in the three- and nine-month periods ended September 30, 2020 as compared to the three- and nine-month periods ended September 30, 2019, which is both attributable to the acquisition of CCC and from new clients over the course of 2020. Despite the impact the COVID-19 pandemic has had on the travel and hospitality industries, our revenue from this industry vertical has also grown year-over-year as we continue to work with our clients to assist them through the challenging environment and from new clients won during the year. We experienced significant growth in all other industry verticals, except healthcare, which declined slightly from 2019 due to a decline in demand for certain of our clients' products and services.

From 2017 to 2019, as our revenue has grown, our revenue in each of the aforementioned industry verticals has increased commensurately. Communications and Media has increased at a cumulative annual growth rate of 38% over the last two years, due to the acquisition of certain clients through Xavient, which now represent two of our top ten clients, as well as the expansion of services, predominantly focused on the digital enablement of our largest client, TELUS. Our Tech and Games vertical, which we expect to be our largest vertical in 2020, has grown at a cumulative annual growth rate of 34% from 2017 to 2019 as a result of clients acquired from VoxPro Limited ("VoxPro") and through organic growth with Google, our second largest client in fiscal 2019. Our eCommerce and FinTech vertical has grown at a cumulative annual growth rate of 25% from 2017 to 2019 as a result of an increase in volumes with acquired clients including mobile payments and website development clients. We experienced significant growth in all other verticals, except Healthcare, which declined slightly from 2017 to 2019.

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We serve our clients, who are primarily domiciled in the United States, Canada and Europe, from multiple delivery locations across four geographic regions. The table below presents the service revenue generated in each geographic region, based on delivery location, for the periods presented.

	Years Ended December 31						Three Months Ended September 30				Nine Months Ended September 30

Geographic Region	2019		2018		2017		2020		2019		2020		2019
	($ in millions)
Europe		220.6		200.5		117.1		173.2		57.5		454.5		165.2
North America		260.6		193.0		79.8		96.3		65.4		252.6		190.6
Asia-Pacific		328.6		268.3		209.2		86.6		85.3		244.4		239.8
Central America		209.8		172.8		167.1		70.5		57.1		187.8		151.5

Total	$	1,019.6	$	834.6	$	573.2	$	426.6	$	265.3	$	1,139.3	$	747.1

The number of team members by delivery location is as follows:

	Years Ended December 31						Nine Months Ended September 30

Team Members by Geographic Region	2019		2018		2017		2020		2019
Asia-Pacific(1)		19,238		16,071		13,234		19,248		18,406
Europe(2)		6,449		5,839		5,671		14,251		6,789
Central America(3)		9,923		7,688		7,349		11,681		9.430
North America(4)		2,492		2,685		1,653		3,144		2,559

Total		38,102		32,283		27,907		48,324		37,184

(1): Comprises Philippines, India, China and Turkey.
(2): Comprises Austria, Bulgaria, Bosnia and Herzegovina, Germany, Ireland, Latvia, France, Poland, Romania, Slovakia, Spain, Switzerland and United Kingdom.
(3): Comprises El Salvador and Guatemala.
(4): Comprises Canada and the United States.

The table below presents the service revenue based on the location of our clients' headquarters for the nine months ended September 30, 2020.

Location of Client Headquarters

North America	88	%
Europe	8	%
Asia	4	%

We deliver a variety of services to a diverse set of clients active in various verticals from our delivery locations around the world. However, these services are marketed, sold and delivered to clients in an integrated manner in order to provide a unified, seamless sales and delivery experience. Our chief operating decision maker reviews financial information presented on a consolidated basis for the purposes of evaluating financial performance and making resource allocation decisions. Accordingly, we report our results and manage our business as a single operating and reporting segment. See our consolidated financial statements for further information on our operating segment.

Business Acquisitions

We continue to enhance our service offerings and delivery platform through both organic growth and strategic acquisitions that support our strategy to design, build and deliver customized solutions for our clients. We typically account for these acquisitions as business combinations and record the assets and liabilities acquired at fair value. Our results are impacted by the effects of purchase accounting,

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which typically includes the recognition of material intangible assets which result in costs related to amortization expense, respectively, in future periods. Our results are also impacted by additional interest expense when an acquisition is financed with incremental borrowings. As a result of our acquisitions, and the impacts described above, our results year-over-year may not be comparable.

In August 2017, we acquired a controlling interest in VoxPro, a customer experience technical support and sales operations solutions provider, and we acquired the remaining interest in December 2019, for total cash consideration of $115.5 million. The investment further expanded our customer experience offering, enabled us to develop strategic relationships with key clients and enhanced our sales capabilities in our chosen markets.

In February 2018, we acquired a controlling interest in Xavient Digital LLC ("Xavient"), a next-generation digital IT consulting company with expertise in artificial intelligence-powered digital transformation services, user interface ("UI") and user experience ("UX") design, open source platform services, cloud, IoT, big data and other IT lifecycle services, and we acquired the remaining interest in April 2020, for total cash and share consideration of $202.4 million, including our Class D common shares, which were valued at $15.0 million. The common shares issued in connection with the acquisition of Xavient will be converted into subordinate voting shares in connection with the consummation of this offering. The investment enhanced our ability to provide complex and higher value digital IT and software services.

In January 2020, we acquired 100% of CCC, a leading provider of higher-value-added business services with a focus on trust and safety, including content moderation, for cash consideration of $873.0 million. The investment was made with a view to enhancing our service offerings and strategic relationships and building a strong presence in Europe.

In April 2020, we acquired Managed IT Services business ("MITS") a leading provider of managed IT services in Canada, offering a mix of cloud technologies, IT sourcing and managed hosting, from TELUS in exchange for share consideration with a value of $48.8 million. This investment was made with a view to enhancing our managed digital services portfolio.

Subsequent Event—Acquisition of Lionbridge AI

Factors Affecting Our Performance and Related Trends

We believe that the key factors affecting our performance and financial performance include:

Our Ability to Expand and Retain Existing Client Relationships and Attract New Clients

We have a diverse base of clients, including leaders and disruptors across the industries we serve. Through our commitment to customer experience and innovation, we have been able to sustain long-term partnerships with many clients, often expanding our relationship through multiple service offerings that we provide through a number of delivery locations. Apart from TELUS, the average tenure of our top ten clients is seven years and, on average, we provide to those clients more than 19 programs across our delivery locations.

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To grow our revenue, we seek to continue to increase the number and scope of service offerings we provide to our existing clients. In addition, our continued revenue growth will depend on our ability to win new clients. We seek to partner with prospective clients that value premium digital IT and customer experience solutions and services.

Our ability to maintain and expand relationships with our clients, as well as to attract new clients, will depend on a number of factors, including our ability to maintain: a "customers-first" culture across our organization; our level of innovation, expertise and retention of team member talent; a consistently high level of service experience, as evidenced by, among others measures, the satisfaction ratings that our clients receive from their customers based on the services we provide; the technological advantages we offer; and our positive reputation, as a result of our corporate social responsibility initiatives and otherwise.

Our Ability to Attract and Retain Talent

As at September 30, 2020, we have nearly 50,000 team members, located across over 20 countries in four geographic regions, servicing clients in almost 50 languages.

Ensuring that our team members feel valued and engaged is integral to our performance, as our team members enable us to maintain the organizational culture that is one of the key factors which differentiates us from competitors, and creates a better experience for our clients' customers, enabling us to retain and enhance our existing client relationships and build new ones. As a result, we make significant investments to attract, select, retain and develop top talent across our product and service offerings. We have devoted, and will continue to devote, substantial resources to creating engaging, inspiring, world-class physical workplaces; recruiting; cultivating talent selection proficiencies and proprietary methods of performance measurement; growing employee engagement including rewards and development; supporting our corporate sustainability initiatives; and acquiring new talent and capabilities to meet our clients' evolving needs. Our ability to attract and retain team member talent will depend on a number of factors, including our ability to: compete for talent with competitive service providers in the geographies we operate; provide innovative benefits to our team members; retain and integrate talent from our acquisitions; and meet or exceed evolving expectations related to corporate sustainability.

Impact of COVID-19

The COVID-19 pandemic, which emerged in the first quarter of 2020, continues to have a pervasive global impact. This has had a significant impact on our estimates regarding the economic environment, including economic growth and industry growth rates, which also form an important part of the assumptions on which we set our expectations. There is potential for a recession across major geographies, as the estimated GDP growth in major countries is expected to be negative three to five percent in 2021. Moreover, the forecasted growth in the Global IT Services sector has been tapered, with industry analysts now expecting this sector to grow 3% to 4%, compared to 6% to 8% previously forecasted for 2021. We believe that despite the slowdown in growth in the overall industry, certain verticals and subsectors within our verticals, such as Tech and Games, Communications and Media, and eCommerce and FinTech are expected to outperform the market while others, such as Healthcare, are expected to be negatively impacted due to a decline in demand for our client's services.

Our Global Emergency Management Operating Committee ("GEMOC") and our local emergency management operating committees ("EMOC") had been monitoring COVID-19 prior to it being declared a pandemic by the World Health Organization. In March 2020, as the impact of COVID-19 intensified and spread, the GEMOC and EMOCs were activated into a heightened state of operation. The GEMOC and EMOCs continue to meet weekly and provide briefings and updates to our executive team on new developments, strategic approach, tactical response and possible new risks. Our persistent

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focus to date has been on keeping all of our team members safe and healthy while continuing to serve our clients and support our communities in this critical period.

We have been impacted by government-mandated temporary site closures in a number of countries in which we operate. As such, to the extent possible, customer volumes from these sites have been redistributed to less-impacted locations. We continue to remain committed to supporting our clients by offering remote enablement with minimal service disruption. For team members who continue to work on our premises, we have introduced comprehensive safety practices including but not limited to: distributing of masks and sanitizers, hourly site sanitization in high-traffic areas and thermal screening where sites are still safely operational; and restrictions of access and movement within our sites to enhance social distancing. We are planning for a gradual return to our delivery locations for our team members when it has been deemed safe to do so by local government and health authorities. The return-to-work plan has minimal impact on our operations given that, as at the date of this prospectus, we have enabled over 95% of our team members to provide remote support to clients. Although the extent, duration and severity of the COVID-19 pandemic is unknown, we do not foresee requiring material expenditures and do not face any material resource constraints in continuing to implement our business continuity plans.

Impact to our financial condition, financial performance and liquidity. We believe the COVID-19 pandemic's impact on our business, operating results, cash flows and financial condition will be primarily driven by the severity and duration of the pandemic, the pandemic's impact on the markets where we operate and the global economy and the timing, scope and impact of stimulus legislation as well as other federal, state and local governmental responses to the pandemic. Those primary drivers are beyond our knowledge and control. As a result, the impact the COVID-19 pandemic will have on our business, operating results, cash flows and/or financial condition is unknown. Through the date of this prospectus, the impact on our financial condition and financial performance was more significant in the second quarter of the year as a result of the temporary site closures enforced across our delivery sites. Although both revenue and net income have been negatively affected by the pandemic, we were able to largely mitigate the negative impact on cash flow by taking steps to strategically contain costs, such as canceling all employee travel and implementing a hiring freeze for external applicants throughout the second and third quarter of 2020. We are unable to quantify with precision the impact that the COVID-19 pandemic has had on our revenue.

Our access to capital has not been materially impacted by the COVID-19 pandemic. We have not provided additional collateral, guarantees or equity to our lenders and we have not had material changes to our cost of capital due to the COVID-19 pandemic. There is no material uncertainty about our ongoing ability to meet the covenants in our credit agreement and we also do not expect to incur material COVID-19-related contingencies.

The COVID-19 pandemic may have an effect on assets and ability to timely account for those assets. We do not expect the COVID-19 pandemic to affect our ability to account for our assets on a timely basis; however, we do expect some delays in the collection of accounts receivables as the COVID-19 pandemic has created financial hardships for some of our clients. In response, we have increased our allowance for doubtful accounts compared to periods prior to the COVID-19 pandemic.

Material impairments. There has not been a material change to our cash flow projections or key assumptions as a result of the COVID-19 pandemic and there are no other indicators of impairment. As a result, we have not re-performed the recoverability analysis subsequent to our 2019 assessment.

Impacts to demand of our products and services. The COVID-19 pandemic has presented both challenges and opportunities in maintaining and expanding revenue. Physical distancing protocols related to the COVID-19 pandemic has affected our ability to market our solutions to existing and new clients, which we expect to negatively impact our revenue growth through at least the first half of 2021. Additionally, a number of our clients in the Travel and Hospitality industry vertical have been

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negatively impacted as a result of the COVID-19 pandemic, which has resulted in a significant reduction in demand for their services. By contrast, a number of our clients in the Tech and Games and Communication and Media verticals have seen higher demand for their products and services. We expect this trend will continue through the pandemic. We also expect that the pandemic will create opportunities for new services, such as our "Work from Anywhere" offering, as our clients look to refine their in-house business continuity practices and adopt a permanent new operating model. The challenges of the COVID-19 pandemic have also accelerated the digital transformation initiatives of many of our clients, giving us the opportunity to deepen client relationships by providing more of our services to address their evolving digital enablement and customer experience needs. We cannot precisely quantify the impact of such acceleration of digital transformation initiatives due to the COVID-19 pandemic.

Industry Trends

The industry trends affecting us and that may have an impact on our future performance and financial performance include the trends described in "Business—Industry Background".

Seasonality

Our financial results may vary from period to period during any year. The seasonality in our business, and consequently, our financial performance, mirrors that of our clients. Our revenues are typically higher in the third and fourth quarters than in other quarters. Demand for short-term IT projects, transformation services and analytics services generally increase in the fourth quarter as our clients who are on a calendar year budget cycle use the balance of their IT capital expenditure budgets for the year.

Foreign Currency Fluctuations

While our functional currency is the U.S. dollar, we currently are also party to revenue contracts denominated in Canadian dollars and in euros and a significant portion of our operating expenses are incurred in currencies other than the U.S. dollar. Movements in the exchange rates between the U.S. dollar and these other currencies have an impact on our financial results. The tables below outline revenue and expenses by currency and the percentage of each of the total revenue and expenses for each period.

	Years Ended December 31												Three Months Ended September 30								Nine Months Ended September 30

	2019				2018				2017				2020				2019				2020				2019
Revenue	Revenue		% of Total		Revenue		% of Total		Revenue		% of Total		Revenue		% of Total		Revenue		% of Total		Revenue		% of Total		Revenue		% of Total
	($ in millions)
U.S. dollar	$	511.2		50.1%	$	407.1		48.8%	$	291.8		50.9%	$	171.6		40.2%	$	133.1		50.2%	$	452.1		39.7%	$	376.0		50.3%
Canadian dollar		267.7		26.3%		202.2		24.2%		180.2		31.4%		81.8		19.2%		74.8		28.2%		232.7		20.4%		205.9		27.6%
Euro		240.3		23.6%		224.7		27.0%		100.0		17.5%		173.2		40.6%		57.4		21.6%		454.5		39.9%		165.2		22.1%
Other currencies		0.4		—		0.6		—		1.2		0.2%		—		—		—		—		—		—		—		—

Total	$	1,019.6		100.0%	$	834.6		100.0%	$	573.2		100.0%	$	426.6		100.0%	$	265.3		100.0%	$	1,139.3		100.0%	$	747.1		100.0%

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	Years Ended December 31												Three Months Ended September 30								Nine Months Ended September 30

	2019				2018				2017				2020				2019				2020				2019
Operating Expenses	Expenses		% of Total		Expenses		% of Total		Expenses		% of Total		Expenses		% of Total		Expenses		% of Total		Expenses		% of Total		Expenses		% of Total
	($ in millions)
U.S. dollar	$	476.2		52.6%	$	404.4		54.2%	$	261.0		51.7%	$	148.7		39.4%	$	99.1		42.4%	$	410.8		38.8%	$	271.1		40.8%
Canadian dollar		43.5		4.8%		14.5		1.9%		10.0		2.0%		36.2		9.6%		12.8		5.5%		80.9		7.6%		30.9		4.7%
Euro		36.6		4.0%		42.6		5.7%		1.6		0.3%		69.7		18.5%		23.7		10.2%		208.0		19.6%		70.7		10.6%
Philippines peso		183.2		20.2%		154.5		20.7%		162.8		32.3%		51.5		13.7%		44.5		19.1%		152.4		14.4%		128.6		19.4%
Other currencies(1)		166.0		18.4%		130.9		17.5%		69.1		13.7%		70.8		18.8%		53.3		22.8%		207.6		19.6%		162.6		24.5%

Total	$	905.5		100.0%	$	746.9		100.0%	$	504.5		100.0%	$	376.9		100.0%	$	233.4		100.0%	$	1,059.7		100.0%		663.9		100.0%

(1): This includes other currencies such as the Guatemalan quetzal, Bulgarian lev, Romanian leu and Indian rupee.

The following table presents information on the average exchange rates between the U.S. dollars and the key currencies to which we have exposure over the last three years:

	Years Ended December 31						Three Months Ended September 30				Nine Months Ended September 30

Foreign Exchange Rates	2019		2018		2017		2020		2019		2020		2019
U.S. dollar to Canadian dollar		1.327		1.296		1.298		1.3325		1.3205		1.3539		1.3268
U.S. dollar to euro		0.893		0.846		0.885		0.8552		0.8997		0.8894		0.8932
U.S. dollar to Philippine peso		51.763		52.553		50.370		48.7800		51.7700		50.0200		51.7000

Non-GAAP Measures

We regularly monitor certain non-GAAP measures that are used to evaluate our performance and analyze underlying business performance and trends. We use these measures to establish budgets and operational goals, manage our business and evaluate our performance. We also believe that these measures help investors compare our operating performance with our results in prior periods. These non-GAAP financial measures are provided as supplemental information to the financial measures presented in this prospectus that are calculated and presented in accordance with GAAP. These non-GAAP measures are not comparable to GAAP and may not be comparable to similarly described non-GAAP measures reported by other companies, including those within our industry. Consequently, our non-GAAP measures should not be evaluated in isolation, but rather, should be considered together with the most directly comparable GAAP measure and our consolidated financial statements and unaudited condensed interim consolidated financial statements for the periods presented. The non-GAAP financial measures we present in this prospectus should not be considered a substitute for, or superior to, financial measures determined or calculated in accordance with GAAP.

TI Adjusted Net Income, TI Adjusted Basic Earnings per Share and TI Adjusted Diluted Earnings per Share. We regularly monitor TI Adjusted Net Income, TI Adjusted Basic EPS and TI Adjusted Diluted EPS as they are useful for management and investors to better understand our ability to manage operational costs, to evaluate our operating performance, and to facilitate a period-over-period comparison of our results. We calculate TI Adjusted Net Income by excluding changes in business combination-related provisions, restructuring and other costs, share-based compensation expense, foreign exchange gain/loss and amortization of purchased intangible assets, and the related tax impacts of these adjustments, from net income, the most directly comparable GAAP measure. Changes in business combination-related provisions, share-based compensation expense, foreign exchange gain/loss and amortization of purchased intangible assets are non-cash items and we do not consider these excluded items to be indicative of our operating performance. Restructuring and other costs are largely comprised of business acquisition costs and integration expenses that are not reflective of our ongoing operations. We calculate TI Adjusted Basic EPS by dividing the TI Adjusted Net Income by the basic total weighted average number of common shares outstanding during the period. We calculate TI

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Adjusted Diluted EPS by dividing TI Adjusted Net Income by the diluted total weighted average number of common shares outstanding during the period. TI Adjusted Diluted EPS is calculated to give effect to share option awards and restricted share units.

	Years Ended December 31									Three Months Ended September 30						Nine Months Ended September 30

	2019			2018			2017			2020			2019			2020			2019
	($ in millions, except per share amounts)
Net income	$	69.0		$	47.1		$	43.4		$	27.6		$	14.8		$	81.9		$	41.7
Add back (deduct):
Changes in business combination-related provisions⁽¹⁾		(14.6	)		(12.6	)		—			0.1			(1.0	)		(73.4	)		(2.5	)
Restructuring and other costs⁽²⁾		6.1			3.7			8.9			7.5			3.1			33.2			4.0
Share-based compensation expense⁽³⁾		13.2			5.8			4.0			4.6			2.3			17.1			7.2
Foreign exchange (gain) loss⁽⁴⁾		(2.6	)		8.1			(0.5	)		(0.2	)		2.3			2.2			(2.3	)
Amortization of purchased intangible assets⁽⁵⁾		14.9			14.7			3.2			20.2			3.7			53.6			11.1
Tax effect of the adjustments above		(3.6	)		(1.4	)		(2.3	)		(7.2	)		(1.0	)		(20.2	)		(2.6	)

TI Adjusted Net Income	$	82.4		$	65.4		$	56.7		$	52.6		$	24.2		$	94.4		$	56.6



TI Adjusted Basic Earnings Per Share⁽⁶⁾	$	1.95		$	1.56		$	1.42		$	1.04		$	0.57		$	1.91		$	1.34

TI Adjusted Diluted Earnings Per Share⁽⁶⁾	$	1.95		$	1.56		$	1.41		$	1.03		$	0.57		$	1.90		$	1.34

(1): Changes in business combination-related provisions is largely comprised of non-cash accounting gains recognized on the revaluation and settlement of provisions for written put option liabilities to acquire the remaining non-controlling interests in our subsidiaries.
(2): Restructuring and other costs are largely comprised of business acquisition costs and integration expenses, which include goods and services purchased and employee benefit expenses that are not reflective of our ongoing operations. These costs are dependent on a number of factors and are generally inconsistent in amount and frequency, as well as significantly impacted by the timing and size of related acquisitions. Additionally, the size, complexity and volume of past acquisitions, which often drives the magnitude of acquisition related costs, may not be indicative of the size, complexity and volume of future transactions. These costs are included in our operating results, as set out in the following table:

	Years Ended December 31						Three Months Ended September 30				Nine Months Ended September 30

	2019		2018		2017		2020		2019		2020		2019
	($ in millions)
Goods and services purchased	$	5.8	$	0.6	$	7.7	$	6.0	$	3.0	$	30.5	$	3.9
Employee benefits expense		0.3		3.1		1.2		1.5		0.1		2.7		0.1

Restructuring and other costs	$	6.1	$	3.7	$	8.9	$	7.5	$	3.1	$	33.2	$	4.0

(3): We exclude share-based compensation expense because it is a non-cash charge and the changes in the value of the Company may have a significant impact on share-based compensation expense in any given period, which can prevent a comparison of our operating results among the periods.
(4): We exclude foreign exchange adjustments because it allows for comparison of operating results among the periods, without regard to fluctuations in the foreign exchange rates to which we have exposure and which result in fluctuations that are not reflective of the underlying performance of our business.
(5): We exclude amortization of purchased intangible assets because this is a non-cash charge and it allows management and investors to evaluate our operating results as if these assets had been developed internally rather than acquired in a business combination. We do not exclude the revenue generated by such purchased intangible assets from our revenues and, as a result, TI Adjusted Net Income includes revenue generated, in part, by such purchased intangible assets.

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(6): The following table presents reconciliations of the denominators of the basic and diluted per share computations.

	Year Ended December 31						Three Months Ended September 30				Nine Months Ended September 30

	2019		2018		2017		2020		2019		2020		2019
Basic total weighted average number of common shares outstanding		42,151,421		41,931,848		40,000,000		50,687,014		42,151,421		49,279,664		42,151,421
Effect of dilutive securities
Share option awards		139,801		89,310		72,809		351,724		102,073		311,538		114,608

Diluted total weighted average number of common shares outstanding		42,291,222		42,021,158		40,072,809		51,038,738		42,253,494		49,591,202		42,266,029

TI Adjusted EBITDA. We regularly monitor TI Adjusted EBITDA because this is a key measure regularly used by management to evaluate our business performance. As such, we believe it is useful to investors in understanding and evaluating the performance of our business. This measure excludes from net income non-cash items and items that do not reflect the underlying performance of our business and should not, in our opinion, be considered in a valuation metric, or should not be included in an assessment of our ability to service or incur debt. These items were added back for the same reasons described above in TI Adjusted Net Income. TI Adjusted EBITDA should not be considered an alternative to net income in measuring our performance, and it should not be used as an exclusive measure of cash flow. We believe a net income measure that excludes these non-cash items and items that do not reflect the underlying performance of our business is more reflective of underlying business trends and our operational performance and overall business strategy.

	Years Ended December 31									Three Months Ended September 30						Nine Months Ended September 30

	2019			2018			2017			2020			2019			2020			2019
	($ in millions)
Net income	$	69.0		$	47.1		$	43.4		$	27.6		$	14.8		$	81.9		$	41.7
Add back (deduct):
Changes in business combination-related provisions(1)		(14.6	)		(12.6	)		—			0.1			(1.0	)		(73.4	)		(2.5	)
Interest expense		36.3			23.2			10.1			9.9			8.8			34.3			28.0
Foreign exchange(2)		(2.6	)		8.1			(0.5	)		(0.2	)		2.3			2.2			(2.3	)
Income taxes		26.0			21.9			15.7			12.3			7.0			34.6			18.3
Depreciation and amortization		92.2			49.5			32.2			48.6			24.2			132.3			67.5
Share-based compensation expense(3)		13.2			5.8			4.0			4.6			2.3			17.1			7.2
Restructuring and other costs(4)		6.1			3.7			8.9			7.5			3.1			33.2			4.0

TI Adjusted EBITDA	$	225.6		$	146.7		$	113.8		$	110.4		$	61.5		$	262.2		$	161.9

(1): Changes in business combination-related provisions is largely comprised of non-cash accounting gains recognized on the revaluation and settlement of provisions for written put option liabilities to acquire the remaining non-controlling interests in our subsidiaries.
(2): We exclude foreign exchange adjustments because we believe such exclusion allows for comparison of our operating results among the periods, without regard to fluctuations in the foreign exchange rates to which we have exposure as these fluctuations are not reflective of the underlying performance of our business.
(3): We exclude share-based compensation expense because it is a non-cash charge and the changes in the value of the Company may have a significant impact on share-based compensation expense in any given period, which can prevent a comparison of our operating results among the periods.
(4): Restructuring and other costs are largely comprised of business acquisition costs and integration expenses, which include goods and services purchases and employee benefit expenses that are not reflective of our ongoing

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operations. These costs are dependent on a number of factors and are generally inconsistent in amount and frequency, as well as significantly impacted by the timing and size of related acquisitions. Additionally, the size, complexity and volume of past acquisitions, which often drives the magnitude of acquisition related costs, may not be indicative of the size, complexity and volume of future transactions. These costs are included in our operating results as set out in the following table:

	Years Ended December 31						Three Months Ended September 30				Nine Months Ended September 30

	2019		2018		2017		2020		2019		2020		2019
	($ in millions)
Goods and services purchased	$	5.8	$	0.6	$	7.7	$	6.0	$	3.0	$	30.5	$	3.9
Employee benefits expense		0.3		3.1		1.2		1.5		0.1		2.7		0.1

Restructuring and other costs	$	6.1	$	3.7	$	8.9	$	7.5	$	3.1	$	33.2	$	4.0

TI Free Cash Flow. We calculate TI Free Cash Flow by excluding capital expenditures from cash provided by operating activities. We use TI Free Cash Flow, and ratios based on it, to conduct and evaluate our business because, although it is similar to cash provided by operating activities, we believe it is a more conservative measure of cash flows since capital expenditures are a necessary component of our ongoing operations and our liquidity assessment.

	Years Ended December 31									Three Months Ended September 30						Nine Months Ended September 30

	2019			2018			2017			2020			2019			2020			2019
	($ in millions)
Cash provided by operating activities	$	141.6		$	93.5		$	90.9		$	82.9		$	56.5		$	161.3		$	94.0
Less: capital expenditures		(62.8	)		(50.5	)		(41.4	)		(20.5	)		(11.8	)		(49.1	)		(46.6	)

TI Free Cash Flow	$	78.8		$	43.0		$	49.5		$	62.4		$	44.7		$	112.2		$	47.4

TI Organic Revenue. We regularly monitor TI Organic Revenue as it is a useful measure for management and investors to understand and evaluate how we are integrating our acquisitions and to facilitate a year-over-year comparison of our results. TI Organic Revenue excludes revenue arising from contracts with customers-service ("service revenue") generated from our acquisitions in the twelve month period after the date of each acquisition ("TI Acquisition Revenue"). We calculate year-over-year growth in TI Organic Revenue as TI Organic Revenue in the current year less service revenue in the prior year divided by service revenue in the prior year, which in 2019 was 20% and 2018 was 6%.

	Years Ended December 31									Three Months Ended September 30					Nine Months Ended September 30

	2019			2018			2017			2020			2019		2020			2019
	($ in millions)
Revenues arising from contracts with customers—service	$	1,019.6		$	834.6		$	573.2		$	426.6		$	265.3	$	1,139.3		$	747.1
Less: TI Acquisition Revenue		(14.0	)		(227.4	)		(39.7	)		(139.5	)		—		(328.3	)		(14.0	)

TI Organic Revenue	$	1,005.6		$	607.2		$	533.5		$	287.1		$	265.3	$	811.0		$	733.1

TI Adjusted Gross Profit and TI Adjusted Gross Profit Margin. TI Adjusted Gross Profit and TI Adjusted Gross Profit Margin are useful measures for management and investors alike to assess how efficiently we are servicing our clients and to be able to evaluate the growth in our cost base, excluding depreciation and amortization, as a percentage of revenue. We calculate TI Adjusted Gross Profit by excluding depreciation and amortization from the nearest GAAP measure, Gross Profit. We exclude depreciation and amortization expense because the timing of the underlying capital expenditures and other investing activities do not correlate directly with the revenue from contracts with clients in a given reporting period. TI Adjusted Gross Profit subtracts from revenue delivery costs including salaries, bonuses, fringe benefits, contractor fees and client-related travel costs for our team members

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who are assigned to client queues as well as licensing fees, network infrastructure costs and facilities costs required to service our clients. We calculate TI Gross Profit Margin as gross profit divided by service revenue arising from contracts with clients. We calculate TI Adjusted Gross Profit Margin as TI Adjusted Gross Profit divided by service revenue arising from contracts with clients.

	Years Ended December 31									Three Months Ended September 30						Nine Months Ended September 30

	2019			2018			2017			2020			2019			2020			2019
	($ in millions, except percentages)
Revenues arising from contracts with customers—service	$	1,019.6		$	834.6		$	573.2		$	426.6		$	265.3		$	1,139.3		$	747.1
Less: Operating expenses		(905.5	)		(746.9	)		(504.5	)		(376.9	)		(233.4	)		(1,059.7	)		(663.9	)
Add back: Indirect and administrative expenses		224.7			182.4			123.2			94.0			57.8			277.7			161.5

Gross profit ($)		338.8			270.1			191.9			143.7			89.7			357.3			244.7
Add back: Depreciation and amortization		92.2			49.5			32.2			48.6			24.2			132.3			67.5

TI Adjusted Gross Profit ($)	$	431.0		$	319.6		$	224.1		$	192.3		$	113.9		$	489.6		$	312.2



TI Gross Profit Margin (%)		33.2	%		32.4	%		33.5	%		33.7	%		33.8	%		31.4	%		32.8	%



TI Adjusted Gross Profit Margin (%)		42.3	%		38.3	%		39.1	%		45.1	%		42.9	%		43.0	%		41.8	%

Summary of Consolidated Quarterly Results

The following table sets forth our unaudited quarterly statements of operations data for each of the last eight quarters ended September 30, 2020. The information for each of these quarters has been prepared on the same basis as the audited annual financial statements included in this prospectus and, in the opinion of management, includes all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the results of operations for these periods. This data should be read in conjunction with our audited consolidated financial statements and related notes thereto included in this prospectus. These quarterly results of operations are not necessarily indicative of our future results of operations that may be expected for any future period.

($ millions, except per share amounts)	2020 Q3			2020 Q2			2020 Q1			2019 Q4			2019 Q3			2019 Q2			2019 Q1			2018 Q4

Revenues
Revenues arising from contracts with customers—service	$	426.6		$	390.6		$	322.1		$	272.5		$	265.3		$	250.7		$	231.1		$	218.3
Operating Expenses
Goods and services purchased		73.4			79.3			66.7			50.0			47.1			44.5			41.3			55.7
Employee benefits expense		254.9			244.6			208.5			166.9			162.1			155.3			146.1			127.6
Depreciation		25.4			25.7			21.5			20.0			19.4			17.4			16.3			8.1
Amortization of intangible assets		23.2			23.7			12.8			4.7			4.8			4.8			4.8			1.2

		376.9			373.3			309.5			241.6			233.4			222.0			208.5			192.6

Operating Income		49.7			17.3			12.6			30.9			31.9			28.7			22.6			25.7
Changes in business combination-related provisions		0.1			(50.3	)		(23.2	)		(12.1	)		(1.0	)		(0.2	)		(1.3	)		(12.6	)
Interest expense		9.9			11.8			12.6			8.3			8.8			10.3			8.9			5.9
Foreign exchange		(0.2	)		2.7			(0.3	)		(0.3	)		2.3			(1.2	)		(3.4	)		8.4

Income Before Income Taxes		39.9			53.1			23.5			35.0			21.8			19.8			18.4			24.0
Income taxes		12.3			10.0			12.3			7.7			7.0			6.0			5.3			5.5

Net Income	$	27.6		$	43.1		$	11.2		$	27.3		$	14.8		$	13.8		$	13.1		$	18.5



Basic earnings per share	$	0.54		$	0.88		$	0.24		$	0.65		$	0.35		$	0.33		$	0.31		$	0.44
Diluted earnings per share	$	0.54		$	0.87		$	0.24		$	0.64		$	0.35		$	0.33		$	0.31		$	0.44

Net income	$	27.6		$	43.1		$	11.2		$	27.3		$	14.8		$	13.8		$	13.1		$	18.5
Add back (deduct):
Changes in business combination-related provisions		0.1			(50.3	)		(23.2	)		(12.1	)		(1.0	)		(0.2	)		(1.3	)		(12.6	)
Interest expense		9.9			11.8			12.6			8.3			8.8			10.3			8.9			5.9
Foreign exchange		(0.2	)		2.7			(0.3	)		(0.3	)		2.3			(1.2	)		(3.4	)		8.4
Income taxes		12.3			10.0			12.3			7.7			7.0			6.0			5.3			5.5
Depreciation and amortization		48.6			49.4			34.3			24.7			24.2			22.2			21.1			9.3
Share-based compensation expense		4.6			10.3			2.2			6.0			2.3			2.7			2.2			2.2
Restructuring and other costs		7.5			6.5			19.2			2.1			3.1			0.3			0.6			1.1

TI Adjusted EBITDA(1)	$	110.4		$	83.5		$	68.3		$	63.7		$	61.5		$	53.9		$	46.5		$	38.3

(1): See "—Non-GAAP Measures" above.

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The trend of quarter-over-quarter increases in consolidated revenue reflects the growth in both our organic client base, as well as successful ramps of new client logos. Increased revenue also includes revenues from business acquisitions, including our recent acquisitions of CCC effective January 31, 2020, and MITS effective April 1, 2020, which we expect will continue to enhance our growth trajectory through 2020.

The trend of quarter-over-quarter increases in goods and services purchased reflects increases in external labor to support the growth in our digital business, increases in our software licensing costs associated with our growing team member base, and increases in administrative expenses to support growth in the overall business and business acquisitions.

The trend of quarter-over-quarter increases in employee benefits expense reflects increases in our team member base, required to service the growing volumes from our clients, the expansion of our service offerings as well as the increase in share-based compensation costs associated with the increase in the estimate of the fair market value of our outstanding shares.

The trend of quarter-over-quarter increases in depreciation and amortization reflects increases due to growth in capital assets, which is supporting the expansion of our sites required to service client demand and growth in API business acquisitions and as a result of intangible assets acquired from the acquisition of CCC.

The trend of quarter-over-quarter increases in interest expense reflects an increase in long-term debt outstanding, mainly associated with our investments in growth via business acquisitions. Interest expense also includes accretion on provisions for written put options, which have all been settled by April 30, 2020, thereby resulting in the third quarter interest expense being lower than the prior year period.

The trend of increases in net income reflects the items noted above, as well as the relative mix of income among the geographic areas and the associated tax rates for the countries within those areas and varying amounts of foreign exchange gains or losses. Historically, the trend in basic earnings per share has been impacted by the same factors as net income.

The trend of quarter-over-quarter increases in TI Adjusted EBITDA reflects the accretive impacts and successful integration of past acquisitions as well growth in the organic business overall, driven by the integration of digital technologies and growth in demand for our client's services. The quarterly TI Adjusted EBITDA trend also reflects the seasonality in the business, whereby revenue and profitability both peak in the third and fourth quarters and reflects the impact of the COVID-19 pandemic on the first and second quarter 2020 results. See "Non-GAAP Measures" above.

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Results of Operations

	Years Ended December 31									Three Months Ended September 30						Nine Months Ended September 30

	2019			2018			2017			2020			2019			2020			2019
	($ in millions)
Revenue
Revenues arising from contracts with customers—service	$	1,019.6		$	834.6		$	573.2		$	426.6		$	265.3		$	1,139.3		$	747.1

Operating Expenses
Goods and services purchased		182.9			174.9			105.8			73.4			47.1			219.4			132.9
Employee benefits expense		630.4			522.5			366.5			254.9			162.1			708.0			463.5
Depreciation		73.1			31.3			25.4			25.4			19.4			72.6			53.1
Amortization of intangible assets		19.1			18.2			6.8			23.2			4.8			59.7			14.4

		905.5			746.9			504.5			376.9			233.4			1,059.7			663.9

Operating Income		114.1			87.7			68.7			49.7			31.9			79.6			83.2
Changes in business combination-related provisions		(14.6	)		(12.6	)		—			0.1			(1.0	)		(73.4	)		(2.5	)
Interest expense		36.3			23.2			10.1			9.9			8.8			34.3			28.0
Foreign exchange		(2.6	)		8.1			(0.5	)		(0.2	)		2.3			2.2			(2.3	)

Income before Income Taxes		95.0			69.0			59.1			39.9			21.8			116.5			60.0

Income taxes		26.0			21.9			15.7			12.3			7.0			34.6			18.3

Net Income	$	69.0		$	47.1		$	43.4			27.6			14.8		$	81.9		$	41.7

Revenue

Service revenues are derived primarily from providing digital and customer experience solutions and services to our clients. Service revenues consist largely of per-productive-hour or per-transaction billing models and reimbursable expenses, which primarily include travel and entertainment costs that are chargeable to clients. We recognize revenues for each accounting period based on services provided in that period.

Comparison of Three Months Ended September 30, 2020 and 2019. Our revenue increased $161.3 million, or 60.8%, to $426.6 million during the three months ended September 30, 2020. This is largely due to the acquisitions of CCC and MITS, which contributed an incremental $139.5 million or 52.6% to our revenue when compared to the prior year. Revenue from our clients, other than TELUS, excluding the incremental revenue generated from the acquisitions, increased $13.8 million over the comparative period, due to a combination of growth in existing clients in our and to a lesser extent, new client acquisitions. We also experienced growth in revenues from TELUS of $8.0 million over the comparative period, driven by an increase in services under both existing and new programs. The revenue growth from both TELUS and our external clients is inclusive of a positive foreign exchange impact of $2.4 million. We are unable to quantify with precision the impact COVID-19 has had on our revenue for the three months ended September 30, 2020.

Comparison of Nine Months Ended September 30, 2020 and 2019. Revenue increased $392.2 million, or 52.5%, to $1,139.3 million during the nine months ended September 30, 2020. This was largely due to the acquisition of CCC and, to a lesser extent, MITS, which together contributed an incremental $328.3 million or 43.9% to our revenue when compared to the prior period. Revenue from our clients, other than TELUS, excluding the incremental revenue generated from the acquisitions, increased $28.6 million over the comparative period, due to a combination of new client acquisitions and growth in existing clients driven by our clients' adoption and integration of digital technologies and growth in demand for our clients' services, particularly in the Tech and Games industry vertical. We also experienced growth in revenues from TELUS of $35.3 million over the comparative period, driven by an increase in services under existing programs as well as new programs launched in 2020. The

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foreign exchange impact for the nine-month periods was not material. We are unable to quantify with precision the impact COVID-19 has had on our revenue for the nine months ended September 30, 2020.

Comparison of Years Ended December 31, 2019 and 2018. Revenue increased $185.0 million, or 22.2%, to $1,019.6 million during 2019. This was due to growth in revenue from our clients, other than TELUS, of $120.5 million, largely as a result of incremental volumes derived from our existing clients as well as the launch of new clients, which generated $31.2 million of revenue. We also experienced growth in revenues from TELUS of $64.5 million over the comparative year, driven by an increase in services under existing programs as well as new programs launched in 2019. The revenue growth from both TELUS and our external clients is inclusive of a negative foreign exchange impact of $11.2 million.

Comparison of Years Ended December 31, 2018 and 2017. Revenue increased $261.4 million, or 45.6%, to $834.6 million during 2018, primarily due to the acquisitions of VoxPro and Xavient, which contributed an incremental $213.2 million, or 37.2%, to our revenue when compared to the prior year. Revenue from clients other than TELUS, excluding the incremental revenue generated from the VoxPro and Xavient acquisitions, increased $27.2 million over the comparative year, due to a combination of growth in existing clients and new client acquisitions. We also experienced volume growth in existing TELUS programs, which increased $21.0 million over the comparative year. The revenue growth year-over-year from our external clients and TELUS is inclusive of a favorable foreign exchange impact of $15.5 million.

Goods and services purchased

Goods and services purchased include items such as software licensing costs that are required to support our operations, contracted labor costs to supplement our team member base in the digital services portfolio, sales and marketing expenses associated with promoting and selling our services, compliance expenses such as legal and audit fees and business taxes, incremental IT expenditures, bad debt expenses and facility expenses.

On January 1, 2019, we adopted IFRS 16 Leases, using retrospective application with the cumulative effect of the initial application of the new standard recognized at the date of initial application, January 1, 2019. This method of application did not result in the retrospective adjustment of amounts reported for periods prior to January 1, 2019. The adoption of IFRS 16 had the impact of decreasing our goods and services purchased expense as the lease payments are now recognized through depreciation and interest expense, rather than as a component of facilities expense, which is classified as goods and services purchased. In 2018 and 2017, we recognized goods and services expense of $36.0 million and $29.9 million, respectively, pertaining to facilities expense. Excluding the impact of IFRS 16, our goods and services purchased expenses have increased as we continue to expand our operations organically and via acquisitions. We expect that these expenses will continue to increase in absolute terms as we continue to expand and grow our revenue base but should remain consistent or decline as a percentage of revenues as economies of scale materialize.

Comparison of Three Months Ended September 30, 2020 and 2019. Goods and services purchased increased $26.3 million, or 55.8%, to $73.4 million during the three months ended September 30, 2020. The largest increase is driven by the goods and services purchased expenses attributable to the acquired entities, which contributed an incremental $17.3 million or 36.7% to our expenses when compared with the prior period. In addition, for the three months ended September 30, 2020, we incurred an incremental $3.0 million of restructuring and other expenses pursuant to the acquisition related costs incurred in connection with the acquisition of CCC. In addition, there was a $1.9 million increase in software license fees associated with the increased team member count and a $2.0 million increase in provisions for legal fees, professional services, and facility maintenance costs.

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Comparison of Nine Months Ended September 30, 2020 and 2019. Goods and services purchased increased $86.5 million, or 65.1%, to $219.4 million during the nine months ended September 30, 2020. The increase was driven by the goods and services purchased expenses attributable to the acquisition of CCC and, to a lesser extent, MITS, which together contributed an incremental $37.8 million, or 28.4%, to our expenses when compared with the prior period. The balance of the costs is attributable to a $34.8 million increase in contract labor costs as a result of contract labor representing 12.2% of direct labor costs in the nine months ended September 30, 2020, versus 9.9% during the prior period. In addition, for the nine months ended September 30, 2020, there was an increase in provision for bad debts of $5.8 million pertaining to specific account write-offs, an increase in software license fees of $5.4 million due to increased team member count and a $2.0 million increase in provisions for legal fees and professional services.

Comparison of Years Ended December 31, 2019 and 2018. Goods and services purchased increased $8.0 million, or 4.6%, to $182.9 million during 2019. As a percentage of service revenue, goods and services purchased declined 3.1%. This was largely due to the adoption of IFRS 16, which reduced goods and services purchased by $44.9 million for 2019. This decrease was partially offset by $6.1 million of restructuring and other charges, largely pertaining to acquisition transaction costs recorded within the period, and a one-time $6.0 million charge incurred in connection with provisions for statutory tax receivables.

Comparison of Years Ended December 31, 2018 and 2017. Goods and services purchased increased $69.1 million, or 65.3%, to $174.9 million during 2018, increasing goods and services purchased as a percentage of revenue from 18.5% in 2017 to 21.0% in 2018. This 2.5% increase is attributable to an increase in software licensing and other employee-related costs incurred in connection with a new general ledger implementation that the Company undertook in 2018 as well as the increase in the average number of team members due to the acquisition of VoxPro and Xavient. In addition, starting in 2018, with the acquisition of Xavient, there was a shift in our labor mix, with our full time team member base being supplemented with contracted resources to service some of the digital services we offer. Contracted resources are classified as goods and services purchased whereas costs associated with full-time team members are classified as employee benefits expense.

Employee benefits expense

The principal components of employee benefits expense include salaries, employee benefits, commissions on new sales and share-based compensation expense for our front line and administrative team members. From 2017 to 2019, employee benefits expense has increased in absolute dollars as a result of the increase in our team member base required to service the growth in revenue but as a percentage of revenue, employee benefits expense has decreased after 2017 due to the change in labor mix associated with our digital services portfolio. Contract labor represents approximately 10% of the total direct labor costs in 2019, compared to 6.8% in 2018 and 12.2% for the nine months ended September 30, 2020, as compared to 9.9% for the nine months ended September 30, 2019.

Comparison of Three Months Ended September 30, 2020 and 2019. Employee benefits expense increased $92.8 million, or 57.2%, to $254.9 million for the three months ended September 30, 2020, which is a function of the growth in the team member base required to service the growth in revenues of 60.8% compared to the prior period. As the prior period revenue growth rate outpaced the growth in employee benefits expense, it decreased as a percentage of revenue by 1.3%. This is due to the increase in the percentage of labor costs attributable to contracted labor, which is recognized as goods and services purchased. Contracted labor represents 13.1% of total direct labor costs, as compared to 9.6% in the prior period, as a result of the growth in our digital services portfolio. In addition, management has made a concerted effort to manage the growth in administrative positions.

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Comparison of Nine Months Ended September 30, 2020 and 2019. Employee benefits expense increased $244.5 million, or 52.7%, to $708.0 million for the nine months ended September 30, 2020, which is consistent with the growth in revenue over the prior period. During this period, there was a change in labor mix, with contracted labor representing 12.2% of direct labor costs compared to 9.9% in the prior period, along with efficiency programs put in place by management to realize synergies within administrative positions across the organization. This was offset by the increased share-based compensation expense, driven by the increased share price of the Company. As such, employee benefits expense as a percentage of revenue is consistent with the same period in the prior year.

Comparison of Year Ended December 31, 2019 and 2018. Employee benefits expense increased $107.9 million, or 20.7%, to $630.4 million for 2019, which is a function of the growth in the team member base required to service the growth in revenues of 22.2% year-over-year. As a percentage of revenue, employee benefits expense was 0.8% lower than 2018. This was due to a concerted effort by management to effectively manage and scale the salaries and benefits associated with administrative and overhead positions to drive efficiency within the business.

Comparison of Years Ended December 31, 2018 and 2017. Employee benefits expense increased $156.0 million, or 42.6% to $522.5 million for 2018, primarily due to the acquisitions of VoxPro and Xavient. As a percentage of revenue, employee benefits expense was 1.3% lower than 2017. This was due to a concerted effort by management to effectively manage the salaries and benefits associated with administrative and overhead positions to drive efficiency within the business. Also, as discussed in goods and services purchased, there was a shift to increasing the use of contracted labor to supplement our team member base in connection with our digital services portfolio, and associated expenses are recognized as a component of goods and services purchased in the statement of income and other comprehensive income.

Depreciation and amortization

Depreciation and amortization includes depreciation of property, plant and equipment and right-of-use leased assets as well as amortization expense for software and intangible assets recognized in connection with acquisitions. Depreciation and amortization under the application of IFRS 16 is higher than would have been the case prior to the application of IFRS 16, as discussed in "—Goods and services purchased" above. Given our strategy to continuously enhance our service offerings through organic investment and strategic acquisitions, we expect depreciation and amortization will continue to grow.

Comparison of Three Months Ended September 30, 2020 and 2019. Depreciation and amortization expense increased $24.4 million, or 100.8%, to $48.6 million for three months ended September 30, 2020. This is largely due to an incremental $16.5 million of amortization expense recorded in connection with intangible assets recognized as part of the purchase accounting for the acquisition of CCC. In addition, $7.0 million of depreciation and amortization expenses were recorded in respect of the acquired entities.

Comparison of Nine Months Ended September 30, 2020 and 2019. Depreciation and amortization expense increased $64.8 million, or 96.0%, to $132.3 million for the nine months ended September 30, 2020 due to an incremental $42.4 million of amortization expense recorded in connection with intangible assets recognized as part of the purchase accounting for the acquisition of CCC. In addition, $15.5 million of depreciation and amortization expenses were recorded in respect of the acquired entities and the remaining $6.9 million increase is attributable to the increase in the depreciable asset base in connection with organic investments in facilities and capital.

Comparison of Years Ended December 31, 2019 and 2018. Depreciation and amortization expense increased $42.7 million, or 86.3%, to $92.2 million for 2019. This is primarily due to the adoption of

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IFRS 16, which contributed an incremental $34.9 million of depreciation expense recognized in 2019 on right-of-use assets. In addition, depreciation and amortization expense has increased due to the growth in our depreciable base of assets as a result of capital investment made by the Company over the last 12 months.

Comparison of Years Ended December 31, 2018 and 2017. Depreciation and amortization expense increased $17.3 million, or 53.7%, to $49.5 million for 2018 due to the amortization recorded for the customer relationship intangibles recognized in connection with the acquisition of VoxPro and Xavient, with a combined value of $109.5 million.

Changes in Business Combination-related Provisions

Changes in business combination-related provisions reflects non-cash accounting gains recognized on the revaluation or settlement of assets and liabilities during the period.

Comparison of Three Months Ended September 30, 2020 and 2019. For the three months ended September 30, 2020, a loss of $0.1 million was recognized on the disposal of certain assets, compared to a gain of $1.0 million in the prior period, on the settlement of the provision for contingent consideration associated with the acquisition of Xavient.

Comparison of Nine Months Ended September 30, 2020 and 2019. In the nine months ended September 30, 2020, a $73.4 million gain was recorded on the settlement of the provision for written put options to acquire the remaining controlling interest in Xavient effective April 30, 2020, compared to $2.5 million recorded in the prior period.

Comparison of Year Ended December 31, 2019 and 2018. In 2019, a gain of $12.4 million was recognized, compared to $12.6 million in 2018, on the revaluation of the provision to acquire the remaining non-controlling interests in Xavient and a $2.2 million gain recognized, compared to no gain in 2018, on the exercise of the provision to acquire the remaining non-controlling interest in VoxPro.

Comparison of Year Ended December 31, 2018 and 2017. In 2018, a $12.6 million reversal of the estimated consideration to acquire the non-controlling interest in VoxPro has been recorded in changes in business combination-related provisions during 2018, compared to no reversal in 2017.

Interest Expense

Interest expense includes interest expense on long-term and short-term borrowings, accretion expense recognized on the unwinding of provisions on the balance sheet, and subsequent to January 1, 2019, interest expense recognized in accordance with IFRS 16. Interest expense under the application of IFRS 16 is higher than would have been the case prior to the application of IFRS 16, as discussed above in "—Goods and services purchased". As we continue to pay down our debt and have settled the significant provisions recognized in connection with the option to acquire the non-controlling interest in Xavient effective April 30, 2020, we expect the non-lease component of interest expense to continue to decrease; however, as we continue to expand our delivery footprint, both organically and through acquisitions, we expect the interest expense recognized in connection with IFRS 16 to continue to increase.

Comparison of Three Months Ended September 30, 2020 and 2019. For the three months ended September 30, 2020, interest expense increased $1.1 million or 12.5% compared to the prior period. This was due to an increase in interest expense on long term debt associated with an increase in the average debt balance outstanding, which was partially offset by a decrease in accretion expense due to the settlement of the written put options.

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Comparison of Nine Months Ended September 30, 2020 and 2019. Interest expense increased $6.3 million, or 22.5%, to $34.3 million during the nine months ended September 30, 2020. This was due to an increase in interest expense on long-term debt of $9.5 million associated with increase in the average debt balance outstanding offset by a decrease in accretion expense of $4.5 million due to the settlement of the written put options to acquire the remaining non-controlling interest in VoxPro effective December 1, 2019 and Xavient effective April 30, 2020.

Comparison of Years Ended December 31, 2019 and 2018. Interest expense increased $13.1 million, or 56.5%, to $36.3 million during 2019. This was largely attributable to the application of IFRS 16, which resulted in an incremental $13.2 million of interest expense being recognized on leases.

Comparison of Years Ended December 31, 2018 and 2017. Interest expense increased $13.1 million, or 130%, to $23.2 million during 2018. This was due to the increase in the average debt balance under our credit agreement to finance the acquisition of Xavient. In addition, accretion expense increased $6.3 million in connection with the accretion recognized on the settlement of the written put option provision to acquire the remaining non-controlling interests in VoxPro and Xavient.

Foreign Exchange

Foreign exchange is comprised of gains and losses recognized on derivatives designated as held for trading, as well as foreign exchange gains and losses recognized on the revaluation and settlement of non U.S. dollar transactions. Please refer to "—Quantitative and Qualitative Disclosures about Market Risk—Foreign Currency Risk" for a discussion of our hedging programs.

Comparison of Three Months Ended September 30, 2020 and 2019. Foreign exchange expense decreased $2.5 million for the three months ended September 30, 2020, over the prior period. This was due to a mark-to-market gain of $0.7 million recognized on currency derivatives designated as held for trading, as compared to a loss of $1.1 million recognized in the prior period due to the depreciation of the Philippine peso against the U.S. dollar. In addition, the foreign exchange loss recognized on non-U.S. denominated assets and liabilities for our U.S. functional currency subsidiaries decreased $1.2 million due to depreciation of the Philippine peso against the U.S. dollar, as compared to the three months ended September 30, 2019.

Comparison of Nine Months Ended September 30, 2020 and 2019. Foreign exchange expense decreased $4.5 million for the nine-months ended September 30, 2020, due to a $5.4 million increase in the foreign exchange loss recognized on non-U.S. denominated assets and liabilities for our U.S. functional currency subsidiaries due to the appreciation of the Canadian dollar year-over-year. This was offset by a mark-to-market gain of $1.2 million recognized on currency derivatives designated as held for trading, as compared to a gain of $0.3 million recognized in the comparative period due to the depreciation of the Philippine peso against the U.S. dollar.

Comparison of Years Ended December 31, 2019 and 2018. A foreign exchange gain of $2.6 million was recognized for 2019. This was due to a mark-to-market gain of $0.3 million, recognized on currency derivatives designated as held for trading, as compared to a loss of $0.8 million for 2018, as well as a foreign exchange gain of $2.3 million, recognized as a result of the strengthening of the Philippine peso compared to the U.S. dollar, as compared to a loss of $7.3 million for 2018.

Comparison of Years Ended December 31, 2018 and 2017. A foreign exchange loss of $8.1 million was recognized during 2018. This was due to a mark-to-market loss of $0.8 million recognized on currency derivatives designated as held for trading, as compared to a loss of $5.1 million for 2017, and a foreign exchange loss of $7.3 million, recognized as a result of the depreciation of the Canadian dollar and Philippine peso against the U.S. dollar and the resulting revaluation loss recognized on the

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Canadian dollar and Philippine peso denominated working capital, as compared to a gain of $5.6 million for 2017.

Income tax expense

	Years Ended December 31						Three Months Ended September 30				Nine Months Ended September 30

	2019		2018		2017		2020		2019		2020		2019
	($ in millions)
Income tax expense	$	26.0	$	21.9	$	15.7	$	12.3	$	7.0	$	34.6	$	18.3
Income taxes computed at applicable statutory rates		28.2%		29.4%		28.0%		22.1%		28.6%		24.3%		29.0%

Effective tax rate (%)		27.3%		31.8%		26.5%		30.7%		32.1%		29.7%		30.5%

Comparison of Three Months Ended September 30, 2020 and 2019. For the three months ended September 30, 2020, income tax expense increased by $5.3 million, and the effective tax rate decreased from 32.1% to 30.7%. The decrease in the effective tax rate is primarily due to a decrease in foreign accrual property income due to the impact of the COVID-19 pandemic on net income earned in certain countries outside of North America, a decrease in losses not recognized and is partially offset by a decrease in the foreign tax differential which is also due to the impact of the COVID-19 pandemic. The change in income mix amongst the jurisdictions resulted in a lower weighted average statutory income tax rate.

Comparison of Nine Months Ended September 30, 2020 and 2019. Income tax expense increased by $16.3 million for the nine-month period ended September 30, 2020, while the effective tax rate decreased from 30.5% in 2019 to 29.7%. The decrease in the effective tax rate is primarily due to a decrease in FAPI due to the impact of the COVID-19 pandemic on net income earned in certain countries outside of North America, an increase in tax recoveries due to adjustments recognized in the current period for income tax of prior periods and is partially offset by a decrease in the foreign tax differential which is also due to the impact of the COVID-19 pandemic. The change in income mix amongst the jurisdictions resulted in a lower weighted average statutory income tax rate.

Comparison of Years Ended December 31, 2019 and 2018. Income taxes expense increased by $4.1 million for 2019, and the effective tax rate decreased from 31.8% to 27.3%. The decrease in the effective tax rate is primarily due to prior period adjustment, a decrease in Canadian tax accrued on cross-border services and a change in income mix, partially offset by a decrease in the foreign tax differential.

Comparison of Years Ended December 31, 2018 and 2017. Income tax expense increased by $6.2 million for 2018, and the effective tax rate increased from 26.5% to 31.8%. The increase in the effective tax rate for the year was primarily due to prior period adjustments, partially offset by a decrease in non-deductible amounts. Normalized for the adjustments to prior periods, the 2018 effective tax rate would have been 28.6%. The effective tax rate in 2017 was 27.7%.

Related Party Transactions

During the three and nine months ended September 30, 2020, and the years ended December 31, 2019, 2018 and 2017, we entered into related party transactions with our controlling shareholder, TELUS and its subsidiaries and our minority shareholder, Baring.

Recurring Transactions with TELUS Corporation

In 2016, we entered into a 10-year master services agreement and a shared services agreement with TELUS. Revenues earned pursuant to the TELUS MSA are recorded as revenue and management fees

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incurred in connection with the shared services agreement for certain shared services provided to us are recorded as goods and services purchased.

The table below summarizes the transactions with TELUS and its subsidiaries, for each of the periods presented:

	Years Ended December 31									Three Months Ended September 30						Nine Months Ended September 30

	2019			2018			2017			2020			2019			2020			2019
	($ in millions)
Service Revenue	$	267.7		$	203.2		$	182.2		$	80.6		$	72.6		$	227.8		$	192.5
Management Fees		(4.9	)		(5.4	)		(4.2	)		(12.8	)		(1.2	)		(23.4	)		(3.7	)

Total	$	262.8		$	197.8		$	178.0		$	67.8		$	71.4		$	204.4		$	188.8



Amounts Received from TELUS Corporation	$	251.5		$	199.3		$	208.8		$	72.9		$	67.0		$	203.8		$	178.5
Amounts Paid to TELUS Corporation	$	27.3		$	19.4		$	53.5		$	6.0		$	—		$	6.0		$	1.5

There was a receivable from TELUS of $33.3 million and $29.8 million at September 30, 2020 and 2019, respectively, and a payable to TELUS of $32.1 million and $38.0 million in 2020 and 2019, respectively.

There was a receivable from TELUS of $30.2 million and $21.4 million in 2019 and 2018, respectively, and a payable to TELUS of $26.0 million and $20.3 million in 2019 and 2018, respectively.

We expect that when this offering is complete TELUS will continue to provide us with certain management services pursuant to a shared services agreement with us. See "Certain Relationships and Related Party Transactions—Our Relationship with TELUS—Transition and Shared Services Agreement".

Other Transactions with TELUS Corporation

On February 6, 2018, 929,110 Class A common shares with a fair value of $25.7 million were issued to TELUS. The proceeds were used to finance the acquisition of Xavient.

On February 12, 2018, 180,505 Class D common shares were issued to a company controlled by a member of our senior leadership team for cash proceeds totaling $5.0 million. These shares were subsequently repurchased by TELUS on November 29, 2019.

On January 29, 2020, concurrent with the acquisition of CCC, we issued 3,260,580 Class A common shares and 50,000 Class C common shares to TELUS for cash proceeds of $126.1 million. The proceeds from these share issuances were used to finance the acquisition of CCC, which closed on January 31, 2020.

Effective January 31, 2020 and until December 18, 2020, TELUS participated as a 12.5% lender in the credit facility syndicate with a balance of $117.0 million outstanding at September 30, 2020. As such, TELUS was the beneficiary of 12.5% of any interest payments February 1, 2020 to September 30, 2020. For the three and nine months ended September 30, 2020, such amounts totaled $1.1 million and $3.2 million. See Note 15(b) of the unaudited condensed interim consolidated financial statements included in this prospectus for further information. As of the date of this prospectus, TELUS participates as an 8.8% lender under our credit agreement at an aggregate level based on the total size of the credit facilities. See "Description of Certain Indebtedness" for a description of our credit agreement.

On April 1, 2020, we acquired MITS from TELUS for equity consideration of 785,660 Class C common shares, with a fair value of $48.8 million.

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On April 30, 2020 we issued 1,207,729 Class A common shares to TELUS for proceeds of $75.0 million to finance the buyout of the non-controlling interest in Xavient as at April 30, 2020.

In connection with the acquisition of Lionbridge AI, we issued 1,678,242 shares of Class A common shares to TELUS for proceeds of approximately $149.6 million to fund a portion of the purchase price. For more information on Lionbridge AI, see "Lionbridge AI".

Transactions with Baring Private Equity Asia

On February 6, 2018, 500,290 Class B common shares with a fair value of $13.9 million were issued to Baring. The proceeds were used to finance the acquisition of Xavient.

On January 29, 2020, concurrent with the acquisition of CCC, we issued 1,782,620 Class B common shares to Baring for cash proceeds of $67.9 million. The proceeds from these share issuances were used to finance the acquisition of CCC.

Concurrent with the shares issued to TELUS in connection with the exercise of the Xavient put liability and the acquisition of MITS, we provided Baring with an option to purchase up to 1,070,253 Class B common shares at an exercise price of $62.10 per share. Baring elected to exercise this option to purchase 1,070,253 Class B common shares for aggregate consideration of $66.5 million; the option was settled on October 19, 2020.

As at September 30, 2020, there were no amounts receivable or payable to Baring Private Equity Asia.

In connection with the acquisition of Lionbridge AI, we issued 901,101 shares of Class B common shares to Baring for proceeds of approximately $80.4 million to fund a portion of the purchase price. For more information on Lionbridge AI, see "Lionbridge AI".

Liquidity and Capital Resources

Capital resources

As at September 30, 2020, we had approximately $390.5 million, as compared to $202.7 million as at December 31, 2019, of available liquidity comprised of:

•: cash and cash equivalents of $138.9 million, as compared to $79.5 million as at December 31, 2019; and
•: available borrowings of $248.5 million, as compared to $121.0 million as at December 31, 2019, under the revolving credit facilities, and $3.1 million, as compared to $2.2 million as at December 31, 2019, available under credit facilities entered into by our subsidiaries.

In connection with funding the purchase price of the Lionbridge AI acquisition, we borrowed an additional $709.0 million under our credit agreement, of which $265.0 million was drawn on the term loan facilities, and the remainder on the revolving facilities. For more information, please see "Lionbridge AI" and "Description of Certain Indebtedness".

Our objective when managing capital is to maintain a flexible capital structure that optimizes the cost and availability of capital at acceptable risk levels.

In the management of capital and in its definition, we include common equity (excluding accumulated other comprehensive income), long-term debt (including long-term credit facilities and any hedging assets or liabilities associated with long-term debt items, net of amounts recognized in accumulated other comprehensive income) and cash and temporary investments.

We manage our capital structure and make adjustments to it in light of changes in economic conditions and the risk characteristics of our business. In order to maintain or adjust our capital

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structure, we may issue new shares, issue new debt and/or issue new debt to replace existing debt with different characteristics. We believe that our financial objectives are supportive of our long-term strategy.

We monitor capital utilizing the financial covenants prescribed in our credit facility. As at September 30, 2020, we were in compliance with all of our covenants.

The following table presents a summary of our cash flows and ending cash balances for the years ended December 31, 2019, 2018 and 2017, and the three and nine months ended September 30, 2020.

	Years Ended December 31									Three Months Ended September 30						Nine Months Ended September 30

	2019			2018			2017			2020			2019			2020			2019
	($ in millions)
Cash provided by operating activities	$	141.6		$	93.5		$	90.9		$	82.9		$	56.5		$	161.3		$	94.0
Cash used by investing activities		(103.5	)		(162.9	)		(107.0	)		(19.7	)		(18.5	)		(886.8	)		(36.2	)
Cash provided (used) by financing activities		(24.0	)		50.7			48.6			(55.7	)		(13.5	)		789.4			(41.2	)
Effect of exchange rate changes		(0.2	)		(1.1	)		1.0			(3.5	)		0.8			(4.5	)		1.1

Increase (decrease) in cash position during the period		13.9			(19.8	)		33.5			4.0			25.3			59.4			17.7

Cash and temporary investments, beginning of period		65.6			85.4			51.9			134.9			58.0			79.5			65.6

Cash and temporary investments, end of period	$	79.5		$	65.6		$	85.4		$	138.9		$	83.3		$	138.9		$	83.3

Operating activities

Comparison of Three Months Ended September 30, 2020 and 2019. We generated cash from operating activities of $82.9 million in the three months ended September 30, 2020, up $26.4 million from the comparative period. This increase is primarily attributable to a $37.3 million increase in net income adjusted for depreciation, amortization and other non-cash items. This was offset in part by a decrease in working capital of $7.2 million compared to the quarter ended September 30, 2019 as a result of an increase in customer receivables associated with higher revenue earned during the quarter ended September 30, 2020 and an increase in interest paid due to the increase in the average debt balance outstanding.

Comparison of Nine Months Ended September 30, 2020 and 2019. We generated cash from operating activities of $161.3 million in the nine months ended September 30, 2020, up $67.3 million from the comparative period. This increase is primarily attributable to a $64.1 million increase in net income adjusted for depreciation, amortization and other non-cash items, which was attributable, in part, to the acquisition of CCC, as well as an increase in the change of our non-cash operating capital of $38.3 million from the comparative period due to the working capital of the acquired entities as well as the slower collections noted above. This was offset by an increase in interest paid, which was $10.1 million higher than the comparative period due to an increase in the average debt balance outstanding.

Comparison of Years Ended December 31, 2019 and 2018. We generated cash from operating activities of $141.6 million in 2019, up $48.1 million from 2018. This increase is primarily attributable to a $62.4 million increase in net income adjusted for depreciation, amortization and other non-cash items. This was offset in part by an increase in our working capital of $14.3 million compared to the prior year as a result of an increase in customer receivables associated with higher revenue earned during the year as well as an increase in security deposits made with respect to our lease agreements.

Comparison of Years Ended December 31, 2018 and 2017. We generated cash from operating activities of $93.5 million in 2018, up $2.6 million from 2017. This increase is primarily attributable to a $29.0 million increase in net income adjusted for depreciation, amortization and other non-cash items.

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This was offset in part by an increase in our working capital of $26.4 million compared to the prior year primarily due to the acquisition of Xavient.

Investing activities

Comparison of Three Months Ended September 30, 2020 and 2019. For the quarter ended September 30, 2020 we invested $19.7 million into the business, which is $1.2 million higher than the comparative period. This is due to an $8.7 million increase in capital expenditures offset by a change in non-cash investing working capital.

Comparison of Nine Months Ended September 30, 2020 and 2019. For the nine months ended September 30, 2020, we invested $886.8 million into the business, which is significantly higher than the comparative period. This is due to proceeds of $798.9 million used in connection with the acquisition of CCC, net of cash acquired and an incremental $50.0 million paid to acquire the remaining non-controlling interest in Xavient. An additional $25.0 million is payable on December 31, 2020. This amount is recorded as "other payables" on the statement of financial position as at September 30, 2020.

Comparison of Years Ended December 31, 2019 and 2018. For the year ended December 31, 2019, we invested $103.5 million into the business, which is $59.4 million lower than the prior year. The decrease was primarily due to payments made in connection with business acquisitions, which were $50.8 million in 2019 compared to $115.4 million in 2018.

Comparison of Years Ended December 31, 2018 and 2017. For the year ended December 31, 2018, cash used by investing activities was $162.9 million, which was $55.9 million higher than the prior year. The increase was primarily due to payments made in connection with business acquisitions, which were $115.4 million in 2018 compared to $62.5 million in 2017.

Financing activities

Comparison of Three Months Ended September 30, 2020 and 2019. For the quarter ended September 30, 2020, we used $55.7 million of cash associated with financing activities which is $42.2 million higher than the comparative period. This is largely due to higher repayments on our credit facility, in excess of the mandatory repayment schedule.

Comparison of Nine Months Ended September 30, 2020 and 2019. For the nine months ended September 30, 2020, we generated cash from financing activities of $789.4 million compared to using $41.2 million in the comparative period. The increase in cash generated from financing activities is largely due to the issuance of shares and incremental debt incurred in order to finance the acquisition of CCC and to complete the acquisition of the remaining non-controlling interest in Xavient. $25.0 million remains payable on December 31, 2020 in connection with the acquisition of the remaining non-controlling interest in Xavient.

Comparison of Years Ended December 31, 2019 and 2018. For the year ended December 31, 2019, cash used by financing activities was $24.0 million. This represents a $74.7 million decrease in cash flow for 2019 compared to the prior year. This was largely attributable to the application of IFRS 16, which resulted in an incremental $47.0 million of payments on our lease liability. The decrease was also due to $49.0 million of repayments on our credit facility and debt issuance of $72.0 million in 2019, compared to $38.1 million and $75.0 million in 2018, respectively. Additionally, in 2018, $18.9 million was received from the sale of Class B and D shares and $4.6 million was paid to settle an existing line of credit Xavient had at the time of acquisition.

Comparison of Years Ended December 31, 2018 and 2017. For the year ended December 31, 2018, cash provided by financing activities was $50.7 million, up $2.1 million from 2017. This was largely the

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result of drawing $75.0 million on the revolving credit facilities to finance the Xavient acquisition. Additionally, $13.9 million was received from the cash sale of Class B common shares and $5.0 million was received from the cash sale of Class D common shares. This was partially offset by payments on our credit facility of mandatory repayments of $6.0 million on our term loan facility and $32.1 million on the revolving facility. Additionally, $4.6 million was paid to settle an existing line of credit Xavient had at the time of acquisition.

Future Capital Requirements

We believe that our existing cash and cash equivalents combined with our expected cash flow from operations and liquidity available under our credit facilities will be sufficient to meet our projected operating and capital expenditure requirements for at least the next 12 months and we possess the financial flexibility to execute our strategic objectives, including the ability to make acquisitions and strategic investments the foreseeable future. Our ability to generate cash, however, is subject to our performance, general economic conditions, industry trends and other factors to the extent that existing and cash and cash equivalents and operating cash flow are insufficient to fund our future activities and requirements, we may need to raise additional funds through equity or debt financing. If we raise funds through equity, substantial dilution to existing shareholders may occur. If we raise funds through the issuance of additional debt, we may be subject to additional contractual restrictions on our business. There is no assurance that we would be able to raise additional funds on favorable terms or at all. See "Risk Factors—Risks Related to Our Business—We may need to raise additional funds to pursue our growth strategy or continue our operations, and we may be unable to raise capital when needed or on acceptable terms, which could lead us to be unable to expand our business".

We will seek to maintain a net debt ("TI Net Debt") to TI Adjusted EBITDA leverage ratio of 2-3x. As of December 31, 2019, our TI Net Debt to TI Adjusted EBITDA leverage ratio was 1.95x. We may deviate from our target TI Net Debt to TI Adjusted EBITDA leverage ratio to pursue acquisitions and other strategic opportunities that may require us to borrow additional funds and, additionally, our ability to achieve and maintain this targeted leverage ratio depends on our ability to continue to grow our business, general economic conditions, industry trends and other factors. We calculate our TI Net Debt to TI Adjusted EBITDA leverage ratio by dividing TI Net Debt by TI Adjusted EBITDA. TI Net Debt and TI Adjusted EBITDA are non-GAAP financial measures. TI Net Debt is calculated by deducting cash and temporary investments from total long-term debt. As at December 31, 2019, total long-term debt was $520.5 million, cash and temporary investments was $79.5 million and TI Net Debt was $441.0 million. See "—Non-GAAP Financial Measures" for more information on TI Adjusted EBITDA.

Capital Expenditures

	Years Ended December 31						Three Months Ended September 30				Nine Months Ended September 30

	2019		2018		2017		2020		2019		2020		2019
	($ in millions)
Capital expenditures	$	62.8	$	50.5	$	41.4	$	20.5	$	11.8	$	49.1	$	46.6

Comparison of Three Months Ended September 30, 2020 and 2019.

Capital expenditures increased by $8.7 million, or 73.7%, to $20.5 million for the three months ended September 30, 2020. Approximately $4.2 million of the increase is due to additional growth capital expenditures required to service new client growth. A further $4.5 million is attributable to sustainment and maintenance capital expenditures for site and IT hardware upgrades to enable our team members to work from home to continue supporting our clients.

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Comparison of Nine Months Ended September 30, 2020 and 2019.

Capital expenditures increased by $2.5 million, or 5.4%, to $49.1 million for the nine months ended September 30, 2020. This is attributable to the capital expenditures of CCC and MITS during the year.

Comparison of Years Ended December 31, 2019 and 2018.

Capital expenditures increased by $12.3 million, or 24.4%, to $62.8 million for the year ended December 31, 2019. Approximately $16.0 million of the increase and 72% of the capital expenditures were attributable to growth projects, directly in connection with expanding facilities and equipment in the Asia-Pacific and Central America regions in 2019 to support new and existing client growth. The increase in growth capital expenditures was offset by a decline in maintenance capital expenditures of $3.7 million year-over-year due to the rotational timing of maintenance capital expenditures, which represented 28% of the total expenditure for 2019.

Comparison of Years Ended December 31, 2018 and 2017.

Capital expenditures for 2018 increased by $9.1 million, or 22.0%, for the year ended December 31, 2018, from the prior year. The increase is attributable to $9.4 million of maintenance capital expenditures incurred during the year to upgrade existing facilities of the businesses we acquired, VoxPro and Xavient, to ensure they were in line with the Company's standards for its facilities.

Contractual Obligations

As a component of our capital structure financial policies, we manage liquidity risk by:

•: maintaining bilateral bank facilities and a syndicated credit facility;
•: continuously monitoring forecast and actual cash flows; and
•: managing maturity profiles of financial assets and financial liabilities.

We closely match the contractual maturities of our derivative financial liabilities with those of the risk exposures they are being used to manage.

The expected maturities of our undiscounted financial liabilities do not differ significantly from the contractual maturities, other than as noted below. As at September 30, 2020, the contractual maturities

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of our undiscounted financial liabilities, including interest thereon (where applicable), are as set out in the following table:

	Non-derivative								Derivative

					Composite long-term debt
	Non- interest bearing financial liabilities				Composite long-term debt				Currency swap agreement amounts to be exchanged
					Long-term debt, excluding leases(1)
			Due to affiliated companies											Interest rate swap agreement
As at September 30, 2020 (in millions)			Due to affiliated companies				Leases		(Receive)			Pay		Interest rate swap agreement		Total

2020 (balance of year)	$	406.2	$	32.1	$	29.9	$	16.3	$	(110.4	)	$	106.7	$	—	$	480.8
2021		206.0		—		51.9		60.6		(4.8	)		2.8		—		316.5
2022		—		—		51.2		49.7		(4.5	)		2.6		5.4		104.4
2023		—		—		50.5		42.3		(4.3	)		2.5		—		91.0
2024		—		—		49.8		28.2		(4.0	)		2.3		—		76.3
2025		—		—		818.7		18.3		(384.4	)		418.7		—		871.3
2026-2029		—		—		—		36.3		—			—		—		36.3
Thereafter		—		—		—		15.4		—			—		—		15.4

Total	$	612.2	$	32.1	$	1,052.0	$	267.1	$	(512.4	)	$	535.6	$	5.4	$	1,992.0

(1): Future cash outflows in respect of associated interest and like carrying costs for amounts drawn under our credit facilities (if any) have been calculated based upon the rates in effect at September 30, 2020.

As at December 31, 2019, the contractual maturities of our undiscounted financial liabilities, including interest thereon (where applicable), are as set out in the following table:

	Non-derivative								Derivative

					Composite long-term debt
	Non- interest bearing financial liabilities				Composite long-term debt				Currency swap agreement amounts to be exchanged
					Long-term debt, excluding leases(1)
			Due to affiliated companies											Interest rate swap agreement
Year (in millions)			Due to affiliated companies				Leases		(Receive)			Pay		Interest rate swap agreement		Total
2020	$	209.0	$	26.0	$	16.8	$	48.8	$	(391.2	)	$	388.0	$	—	$	297.4
2021		166.4		—		16.6		44.7		—			—		—		227.7
2022		—		—		328.8		35.1		—			—		3.2		367.1
2023		—		—				32.2		—			—		—		32.2
2024		—		—		—		20.2		—			—		—		20.2
2025-2029		—		—		—		39.7		—			—		—		39.7
Thereafter		—		—		—		14.7		—			—		—		14.7

Total	$	375.4	$	26.0	$	362.2	$	235.4	$	(391.2	)	$	388.0	$	3.2	$	999.0

(1): Future cash outflows in respect of associated interest and like carrying costs for amounts drawn under our credit facilities (if any) have been calculated based upon the rates in effect at December 31, 2019.

Off-Balance Sheet Arrangements

We do not have any material obligations under guarantee contracts or other contractual arrangements other than as disclosed in Note 17 "Contingent Liabilities" in the notes to our unaudited condensed interim consolidated financial statements included in this prospectus. We have not entered into any transactions with unconsolidated entities where we have financial guarantees, subordinated retained interests, derivative instruments, or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligation under a variable interest in an

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unconsolidated entity that provides financing, liquidity, market risk, or credit risk support to us, or engages in leasing, hedging, or research and development services with us.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

Amounts drawn on our long-term debt facilities expose us to changes in interest rates. Holding other variables constant, including the total amount of outstanding indebtedness, a 25-basis-point increase in interest rates on our variable-rate debt would cause an estimated increase in interest expense of approximately $2.4 million per year, based on the amounts outstanding at September 30, 2020.

Foreign Currency Risk

Our consolidated financial statements are reported in U.S. dollars but our international operating model exposes us to foreign currency exchange rate changes that could impact the translation of foreign denominated assets and liabilities into U.S. dollars and future earnings and cash flows from transactions denominated in different currencies. The Canadian Dollar is the foreign currency to which we currently have the largest exposure. The sensitivity analysis of our exposure to foreign currency risk at the reporting date has been determined based upon a hypothetical change taking place at the relevant statement of financial position date. The Canadian dollar, European euro and Philippine peso denominated balances as at the statement of financial position dates have been used in the calculations below.

							Other comprehensive income						Comprehensive income

Nine-Month Periods Ended September 30 (increase (decrease) in millions)	Net income						Other comprehensive income						Comprehensive income
	2020			2019			2020			2019			2020			2019
Reasonably possible changes in market risks
10% change in US$: Cdn.$ exchange rate
United States Dollar appreciates	$	(0.5	)	$	0.7		$	—		$	—		$	(0.5	)	$	0.7
United States Dollar depreciates	$	0.5		$	(0.7	)	$	—		$	—		$	0.5		$	(0.7	)
10% change in US$: Euro exchange rate
United States Dollar appreciates	$	—		$	(3.8	)	$	10.7		$	5.3		$	10.7		$	1.5
United States Dollar depreciates	$	—		$	3.8		$	(10.7	)	$	(5.3	)	$	(10.7	)	$	(1.5	)
10% change in US$: Peso exchange rate
United States Dollar appreciates	$	—		$	(0.2	)	$	—		$	—		$	—		$	(0.2	)
United States Dollar depreciates	$	—		$	0.2		$	—		$	—		$	—		$	0.2

	Net income									Other comprehensive income							Comprehensive income

Years Ended December 31 (increase (decrease) in millions)	2019			2018			2017			2019		2018			2017		2019			2018			2017
Reasonably possible changes in market risks
10% change in U.S. dollar: CDN$ exchange rate
U.S. dollar appreciates	$	(0.4	)	$	(0.1	)	$	1.5		$	—	$	—		$	—	$	(0.4	)	$	(0.1	)	$	1.5
U.S. dollar depreciates	$	0.4		$	0.1		$	(1.5	)	$	—	$	—		$	—	$	0.4		$	0.1		$	(1.5	)
10% change in U.S. dollar: euro exchange rate
U.S. dollar appreciates	$	(2.7	)	$	(1.8	)	$	0.1		$	—	$	7.1		$	—	$	(2.7	)	$	5.3		$	0.1
U.S. dollar depreciates	$	2.7		$	1.8		$	(0.1	)	$	—	$	(7.1	)	$	—	$	2.7		$	(5.3	)	$	(0.1	)
10% change in U.S. dollar: Philippine peso exchange rate
U.S. dollar appreciates	$	(0.3	)	$	1.6		$	1.0		$	—	$	—		$	—	$	(0.3	)	$	1.6		$	1.0
U.S. dollar depreciates	$	0.3		$	(1.6	)	$	(1.0	)	$	—	$	—		$	—	$	0.3		$	(1.6	)	$	(1.0	)

We therefore face exchange rate risk through fluctuations in relative currency prices, which are unpredictable and costly to hedge. Appreciation of foreign currencies against the United States dollar will increase our cost of doing business and could adversely affect our business, financial condition or

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financial performance. Our foreign exchange risk management includes the use of foreign currency forward contracts to fix the exchange rates on short-term Philippine peso denominated transactions and commitments, as well as swaps which are used to manage the currency risk associated with European euro denominated inflows being used against US dollar denominated debt.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with IFRS as issued by the IASB, which require us to make judgments, estimates, and assumptions that affect: (i) the reported amounts of assets and liabilities; (ii) disclosure of contingent assets and liabilities at the end of each reporting period; and, (iii) the reported amounts of revenues and expenses during each reporting period. We evaluate these estimates and assumptions based on historical experience, knowledge and assessment of current business and other conditions, and expectations regarding the future based on available information and reasonable assumptions, which together form our basis for making judgments about matters not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policy choices require higher degrees of judgment than others in their application. When reviewing our consolidated financial statements, you should consider (i) our selection of critical accounting policies; (ii) the judgment and other uncertainties affecting the application of such policies; and (iii) the sensitivity of reported results to changes in conditions and assumptions. We consider the policies discussed below to be critical to an understanding of our consolidated financial statements as their application places significant demands on the judgment of our management.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on the assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements. We believe that the following critical accounting policies are the most sensitive and require more significant estimates and assumptions used in the preparation of our consolidated financial statements. You should read the following description of critical accounting policies, judgments and estimates in conjunction with our consolidated financial statements.

Estimates

The significant estimates and assumptions that we make and their relative significance and degree of difficulty are as follows:

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Judgments

Our significant judgments, apart from those involving estimation, include the following:

•: Assessments about whether line items are sufficiently material to warrant separate presentation in the primary financial statements and, if not, whether they are sufficiently material to warrant separate presentation in the financial statement notes. In the normal course, we make changes to our assessments regarding presentation materiality so that they reflect current economic conditions. Due consideration is given to the view that it is reasonable to expect differing opinions of what is, and is not, material.
•: In respect of revenue-generating transactions, generally we must make judgments that affect the timing of the recognition of revenue as it relates to assessing when we have satisfied our performance obligations to our clients, either at a point in time or over a period of time.
•: The preparation of our financial statements in accordance with generally accepted accounting principles requires management to make judgments that affect the financial statement disclosure of information regularly reviewed by our chief operating decision maker used to make resource allocation decisions and to assess performance. A significant judgment we make is that our cash flows are sufficiently indistinguishable given our global operating model, resulting in a single operating and reporting segment.
•: Determination of our functional currency and the functional currency of each subsidiary involves significant judgment. The determination of functional currency affects the carrying value of non-current assets included in the statement of financial position and, as a consequence, the amortization of those assets, as well as the exchange gains and losses recorded in the consolidated statement of income and other comprehensive income and the consolidated statement of equity.
•: The decision to depreciate and amortize any property, plant, equipment and intangible assets that are subject to amortization on a straight-line basis, as we believe that this method reflects the consumption of resources related to the economic lifespan of those assets better than an accelerated method and is more representative of the economic substance of the underlying use of those assets.
•: In connection with the annual impairment testing of goodwill, there are instances where we must exercise judgment in the determination of our cash generating unit. A significant judgment that we make is that each geographic area in which we operate is insufficiently distinct, making it impractical to objectively distinguish the cash flows of each region. As such, each region is not an individual cash generating unit.
•: In respect of claims and lawsuits, the determination of whether an item is a contingent liability or whether an outflow of resources is probable and thus needs to be accounted for as a provision.

Revenue recognition

Our solutions involve delivery of multiple services and products that occur at different points in time and/or over different periods of time; as referred to above, this is a significant judgment for us. As appropriate, these arrangements contain multiple performance obligations and the transaction price is measured and allocated among the performance obligations based upon their relative stand-alone selling price. Our relevant revenue recognition policies are then applied to the performance obligations.

Multiple contracts with a single client are normally accounted for as separate arrangements. In instances where multiple contracts are entered into with a client in a short period of time, the contracts

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are reviewed as a group to ensure that, as with multiple performance obligation arrangements, their relative stand-alone selling prices are appropriate.

Depreciation, amortization and impairment

Depreciation and amortization. Property, plant, and equipment including right of use assets are depreciated on a straight-line basis over their estimated useful lives as determined by a continuing program of asset life studies. Intangible assets with finite lives (intangible assets subject to amortization) are amortized on a straight-line basis over their estimated useful lives, which are reviewed at least annually and adjusted as appropriate. As referred to above, the use of a straight-line basis of depreciation and amortization is a significant judgment for us.

Estimated useful lives for the majority of our property, plant and equipment and right of use lease assets subject to depreciation are as follows:

		Estimated useful lives

Computer hardware and network assets		3 to 5 years
Buildings and leasehold improvements		20 years
Furniture and equipment		3 to 7 years
Right-of-use lease assets		3 to 20 years

Estimated useful lives for the majority of our intangible assets subject to amortization are as follows:

		Estimated useful lives

Customer contracts and related customer relationships		4 to 10 years
Software		3 to 5 years

Impairment—general. Impairment testing compares the carrying values of the assets or cash generating unit being tested with their recoverable amounts (the recoverable amount being the greater of an asset's value in use or its fair value less costs to sell); as referred to above, this is a significant estimate for us. Impairment losses are immediately recognized, to the extent that the carrying value of an asset exceeds its recoverable amount. Should the recoverable amounts for impaired assets subsequently increase, the impairment losses previously recognized (other than in respect of goodwill) may be reversed to the extent that the reversal is not a result of "unwinding the discount" and that the resulting carrying values do not exceed the carrying values that would have been the result if no impairment losses had been previously recognized.

Impairment—property, plant and equipment; intangible assets subject to amortization. The continuing program of asset life studies considers such items as the timing of technological obsolescence, competitive pressures and future infrastructure utilization plans; these considerations could indicate that the carrying value of an asset may not be recoverable. If the carrying value of an asset were not considered recoverable, an impairment loss would be recorded.

Impairment—goodwill. The carrying value of goodwill is periodically tested for impairment. The frequency of the impairment testing is generally the reciprocal of the stability of the relevant events and circumstances, but goodwill must, at a minimum, be tested annually; we have selected October 1 as our annual test date.

We assess our goodwill by comparing the recoverable amounts of our business to its carrying value. To the extent that the carrying value exceeds its recoverable amount, the excess amount would be recorded as a reduction in the carrying value of goodwill and any remainder would be recorded as a reduction in the carrying value of the assets on a pro-rated basis.

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Income and other taxes

We follow the liability method of accounting for income taxes; as referred to above, this is a significant estimate for us. Under this method, current income taxes are recognized for the estimated income taxes payable for the current year. Deferred income tax assets and liabilities are recognized for temporary differences between the tax and accounting bases of assets and liabilities, and also for the benefit of losses available to be carried forward to future years for tax purposes that are more likely than not to be realized. The amounts recognized in respect of deferred income tax assets and liabilities are based upon the expected timing of the reversal of temporary differences or usage of tax losses and application of the substantively enacted tax rates at the time of reversal or usage.

We account for any changes in substantively enacted income tax rates affecting deferred income tax assets and liabilities in full in the period in which the changes are substantively enacted. We account for changes in the estimates of tax balances for prior years as estimate revisions in the period in which the changes in estimates arise; we have selected this approach as its emphasis on the statement of financial position is more consistent with the liability method of accounting for income taxes.

Our operations are complex and the related domestic and foreign tax interpretations, regulations, legislation and jurisprudence are continually changing. As a result, there are usually some tax matters in question that result in uncertain tax positions. We recognize the income tax benefit of an uncertain tax position when it is more likely than not that the ultimate determination of the tax treatment of the position will result in that benefit being realized; however, this does not mean that tax authorities cannot challenge these positions. We accrue an amount for interest charges on current tax liabilities that have not been funded, which would include interest and penalties arising from uncertain tax positions. We include such charges in the consolidated statement of income and other comprehensive income as a component of income tax expense.

Recent Accounting Pronouncements

Initial application of standards, interpretations and amendments to standards and interpretations in the reporting period

In January 2016, the International Accounting Standards Board released IFRS 16 Leases, which is required to be applied for years beginning on or after January 1, 2019, and which supersedes IAS 17 Leases. The standard removes the lessees' classification of leases as either operating leases or finance leases and, for IFRS-IASB, introduces a single lessee accounting model.

The most significant effect of the new standard is the lessee's recognition of the initial present value of unavoidable future lease payments as right-of-use lease assets and lease liabilities on the statement of financial position, including those for most leases that would previously have been accounted for as operating leases. Both leases with durations of 12 months or less and leases for low-value assets may be exempted.

The presentation on the statement of income and other comprehensive income required by the new standard results in the presentation of most non-executory lease expenses as depreciation of right-of-use lease assets and financing costs arising from lease liabilities, rather than as a part of goods and services purchased (executory lease expenses will remain a part of goods and services purchased); reported operating income would thus be higher under the new standard.

Relative to the results of applying the previous standard, although actual cash flows are unaffected, the lessee's statement of cash flows will reflect increases in cash provided by operating activities offset equally by decreases in cash flows from financing activities. This is the result of the presentation of the payments of the "principal" component of leases, which were previously accounted for as operating leases, as a cash flow use within financing activities under the new standard.

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We applied the standard using the retrospective application, with the cumulative effect of the initial application of the new standard recognized at the date of initial application, January 1, 2019, subject to permitted and elected practical expedients; such method of application did not result in the retrospective adjustment of amounts reported for periods prior to 2019. The nature of the transition method selected is such that the lease population as at January 1, 2019, and the discount rates determined contemporaneously, is the basis for the cumulative effects recorded as at that date.

Implementation. As a transitional practical expedient permitted by the new standard, we have not reassessed whether contracts are, or contained, leases as at January 1, 2019, applying the criteria of the new standard; as at January 1, 2019, only contracts that were previously identified as leases applying IAS 17 Leases, and IFRIC 4 Determining whether an Arrangement contains a Lease, are a part of the transition to the new standard. Only contracts entered into (or changed) after December 31, 2018, will be assessed for being, or containing, leases applying the criteria of the new standard.

IFRS 16 Leases, has the following impact on the 2019 opening amounts:

As at January 1, 2019	Excluding effects of IFRS 16			IFRS 16 effects			As reported under IFRS 16

	($ in millions)
Non-current assets
Property, plant and equipment, net	$	115.2		$	138.4		$	253.6
Deferred income taxes	$	2.6		$	1.3		$	3.9
Current liabilities
Current maturities of long-term debt	$	6.0		$	26.7		$	32.7
Non-current liabilities
Long-term debt	$	302.0		$	127.6		$	429.6
Owners' equity
Retained earnings	$	(108.3	)	$	(14.7	)	$	(123.0	)
Accumulated other comprehensive income	$	21.2		$	0.1		$	21.3

Standards, interpretations and amendments to standards not yet effective and not yet applied

In October 2018, the IASB amended IFRS 3 Business Combinations, seeking to clarify whether an acquisition transaction results in the acquisition of an asset or the acquisition of a business. The amendments are effective for acquisition transactions on or after January 1, 2020, although earlier application is permitted. The amended standard has a narrower definition of a business, which could result in the recognition of fewer business combinations than under the current standard; the implication of this is that amounts which may have been recognized as goodwill in a business combination under the current standard may now be recognized as allocations to net identifiable assets acquired under the amended standard (with an associated effect in an entity's results of operations that would differ from the effect of goodwill having been recognized). We have applied the standard prospectively from January 1, 2020. The effects, if any, of the amended standard on our financial performance and disclosure will be dependent on the facts and circumstances of any future acquisition transactions.

Internal Control—Financial Reporting

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accounting firm have identified material weaknesses in our internal control over financial reporting as at December 31, 2019. A "material weakness" is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement in our financial statements may not be prevented or detected on a timely basis. Specifically, the material weaknesses related to the ineffective design of controls relating to the review and approval of revenue recognition and journal entries at our less significant subsidiaries and the related ineffective design of risk assessment procedures, deployment of control activities, and monitoring of internal control over financial reporting at these subsidiaries. The material weaknesses have not resulted in a material misstatement of our consolidated financial statements.

We have taken steps to address these material weaknesses and continue to implement our remediation plan. We have prepared a detailed plan to design, evaluate and document the overall control environment and resolve the identified weaknesses. As part of this remediation plan, we are formalizing policies and procedures with respect to our period-end closing process and financial reporting. This includes documenting account reconciliations, journal entries and review of unusual transactions. In addition, we have engaged an external advisor to provide assistance with the remediation plan, as part of their overall evaluation of our internal control over financial reporting program. These remediation measures may be time consuming, and may place significant demands on our financial and operational resources, but we believe such remediation activities will address the underlying cause of the issues noted above.

While we have put in place a plan to remediate such material weaknesses, we may identify additional material weaknesses or significant deficiencies in the future. As a public company, we will not be required by Section 404 of the Sarbanes-Oxley Act of 2002 and applicable Canadian securities laws, including National Instrument 52-109—Certification of Disclosure in Issuers' Annual and Interim Filings, to include a report of management's assessment of our internal control over financial reporting until our annual report for the year ending December 31, 2021, and, an independent auditor's attestation report on our internal control over financial reporting until our annual report for the year ending December 31, 2021. Accordingly, we cannot assure you that we will not in the future have additional material weaknesses or significant deficiencies. See "Risk Factors—Risks Related to Our Business—As a result of becoming a public company in the United States, we will become subject to additional regulatory compliance requirements, including Section 404 of the Sarbanes-Oxley Act. We have identified a material weakness in our internal control over financial reporting".

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BUSINESS

Overview

We are a leading digital customer experience innovator that designs, builds and delivers next-generation solutions for global and disruptive brands. Our services support the full lifecycle of our clients' digital transformation journeys and enable them to more quickly embrace next-generation digital technologies to deliver better business outcomes. We work with our clients to shape their digital vision and strategies, design scalable processes and identify opportunities for innovation and growth. We bring to bear expertise in advanced technologies and processes, as well as a deep understanding of the challenges faced by all of our clients, including some of the largest global brands, when engaging with their customers. Our customer-centric approach underpins everything we do. We believe customer experience delivered by empathetic, highly skilled and engaged teams is key to providing a high-quality brand experience to customers. Over the last 15 years, we have built comprehensive, end-to-end capabilities with a mix of industry and digital technology expertise to support our clients in their customer experience and digital enablement transformations.

Technology is rapidly transforming the way businesses interact with their customers. The proliferation of mobile devices, social media platforms and other methods of digital interaction has enabled customers to access information 24/7 and engage with companies through multiple digital channels. These technologies have simultaneously empowered customers and raised their expectations. To meet modern customer expectations, companies must provide an experience that is not only personalized and empathetic, but also consistent and integrated across omnichannel touchpoints. To quickly capture, evaluate and adapt to customer feedback on a global scale, companies need people with expertise in advanced analytics, artificial intelligence, machine learning and data analysis, together with leading digital technologies to deliver optimal omnichannel customer experiences. We believe few service providers have the combination of people, capabilities and technology to help companies address the entire spectrum of designing, building and delivering integrated end-to-end customer experience systems.

Our solutions and services are relevant across multiple markets, including IT services for digital transformation of customer experience systems ("DX") and digital customer experience management ("DCXM"). We believe our comprehensive and integrated capabilities across DX and DCXM position us to uniquely address our clients' needs and objectives. We lead our clients through a consultative approach that accelerates their adoption of advanced technologies to deploy and deliver innovative solutions.

We have built an agile delivery model with global scale to support next-generation, digitally-led customer experiences. Substantially all of our delivery locations are connected through a carrier-grade infrastructure backed by cloud technologies, enabling globally distributed and virtualized teams. The interconnectedness of our teams and ability to seamlessly shift interactions between physical and digital channels enables us to tailor our delivery strategy to clients' evolving needs. We have almost 50,000 team members located in 50 delivery locations across over 20 countries. Our delivery locations are strategically selected based on a number of factors, including access to diverse, skilled talent, proximity to clients and ability to deliver our services over multiple time zones and in multiple languages. Through the COVID-19 pandemic, we have enabled 95% of our team members to work from home, while continuing to meet our clients' quality and security expectations and providing even more flexibility to enable our customer needs. We have established a presence in key global markets, which supply us with qualified, cutting-edge technology talent and have been recognized as an employer of choice in many of these markets.

Our clients include over 600 companies many of which believe that customer experience is critical to their success. We seek to work with disruptive companies and leaders in their respective sectors. We have built long-tenured relationships with these companies within our core targeted industry verticals,

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including Tech and Games, Communications and Media, eCommerce and FinTech, Healthcare and Travel and Hospitality.

Our relationship with TELUS, our largest client and controlling shareholder, has been instrumental to our success. TELUS provides significant revenue visibility, stability and growth, as well as strategic partnership with respect to co-innovation within the communications vertical, customer service excellence focus and an internationally recognized social purpose impact. We have renewed our TELUS MSA, which now provides for a term of ten years beginning in January 2021 and provides for a minimum annual volume of service of $200.0 million, subject to adjustment in accordance with its terms. For more information, see "Certain Relationships and Related Party Transactions—Our Relationship with TELUS—Master Services Agreement". In the nine-month period ended September 30, 2020 and fiscal 2019, revenue from TELUS represented 20.0% and 25.5%, respectively of our service revenues. In fiscal 2019, revenue from Google, our second largest client in that period, accounted for approximately 11.0% of our service revenues. In the nine-month period ended September 30, 2020, revenues from our second largest client for that period, a leading social media company, accounted for 15.5% of our service revenues. In the nine-month period ended September 30, 2020, our top ten clients represented approximately 63% of our revenue. In 2019, our top ten clients represented approximately 67% of our revenue. In addition, Google is the largest client of Lionbridge AI, the data annotation business we acquired on December 31, 2020. Google accounted for 65% of Lionbridge AI's revenue in the year ended December 31, 2019.

Excluding TELUS, we experienced a 62% average growth rate across our other top ten clients during 2019. We have an average relationship tenure of seven years with our top ten clients outside of TELUS. Our robust growth was driven by our exposure to attractive client industry verticals, strong execution and successful deployment of greater services to top clients.

We have a unique and differentiated culture that places people and a shared set of values at the forefront of everything we do. We have carefully cultivated our caring culture over the last 15 years by ensuring full cultural alignment with the individuals we choose to join our team, the clients we chose to work with and the manner in which we have built and run our business. We have a unique approach to attracting, developing and retaining team members, which underpins a framework that we refer to as our Culture Value Chain ("CVC"). Our CVC establishes a direct link between a strong corporate culture and the ability to drive higher team member engagement and retention, ultimately leading to superior services and better outcomes for our clients and their customers. We are committed to diversity and inclusion across our entire organization, which supports our vision, values, culture and strategy.

For the years ended December 31, 2019, 2018 and 2017, our revenues were $1,019.6 million, $834.6 million and $573.2 million, respectively, reflecting a compound annual growth rate of 34% over this period, and our pro forma revenue for the year ended December 31, 2019, was $1,571.4 million. For the nine months ended September 30, 2020 and 2019, our revenues were $1,139.3 million and $747.1 million, respectively and our pro forma revenue for the nine months ended September 30, 2020 and 2019, was $1,350.1 million and $1,154.0 million, respectively. Our net income was $69.0 million, $47.1 million and $43.4 million for the years ended December 31, 2019, 2018 and 2017, respectively, and our pro forma net loss for the year ended December 31, 2019, was $1.6 million. Our net income for the nine months ended September 30, 2020 and 2019, was $81.9 million and $41.7 million, respectively, and our pro forma net income (loss) for the nine months ended September 30, 2020 and 2019, was $78.1 million and $(21.7) million, respectively. Our adjusted net income ("TI Adjusted Net Income") was $82.4 million, $65.4 million and $56.7 million for the years ended December 31, 2019, 2018 and 2017, respectively and our adjusted EBITDA ("TI Adjusted EBITDA") was $225.6 million, $146.7 million and $113.8 million, respectively. For the nine months ended September 30, 2020 and 2019, TI Adjusted Net Income was $94.4 million and $56.6 million, respectively, and TI Adjusted EBITDA for these periods was $262.2 million and $161.9 million, respectively. We believe we have a

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strong financial profile and execution track record. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures" for a reconciliation of TI Adjusted Net Income and TI Adjusted EBITDA to net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, and see "Unaudited Pro Forma Condensed Combined Consolidated Financial Information" for more information regarding our pro forma financial measures.

Our Company

Our Unique Heritage. TELUS International was born out of an intense focus on customer service excellence, continuous improvement and a values-driven culture under the ownership of TELUS. TELUS is a leading communications and information technology company in Canada, with over 15 million customer connections spanning wireless, data, IP, voice, television, entertainment, video and security. TELUS' long-standing commitment to putting customers first fuels every aspect of its business, including its focus on customer service excellence and customer loyalty as supported by TELUS International. This is evidenced by a postpaid wireless churn rate that was below 1% for the sixth consecutive year in 2019 and among the lowest compared to its global peers. Embedded in TELUS' culture is a customer-first mindset, a world-class approach to corporate governance and operating discipline and a social purpose focused on leveraging technology to enable remarkable human outcomes. TELUS has been recognized for its excellence in customer satisfaction, workplace best practices and community volunteerism.

At the forefront of everything we do at TELUS International is, similarly, a customer-first commitment and a relentless pursuit of optimal business outcomes for our clients. We believe that better outcomes begin with the talented team members that are dedicated to supporting our clients. We make significant investments to attract, retain and develop talent across our service offerings. This is the cornerstone of what we refer to as our "caring culture".

We care deeply about devoting the optimal mix of talent and capabilities to our clients and ensuring continuous performance improvement through data-driven decision-making. We have also cultivated process intelligence proficiencies across our organization, from human resources and talent management to our dedicated implementation and service delivery teams. We have developed our own methods of performance measurement for quality and efficiency that complement client-specific performance measures. Ultimately, we believe it is our differentiated caring culture, which drives an 85% (in 2019) team member engagement score, that contributes to margin enhancement and fuels success in every aspect of our business.

Our History and Evolution. Since our founding, we have evolved and grown our business from an in-house customer care provider for TELUS to a digital customer experience ("CX") innovator that designs, builds and delivers next-generation solutions for global and disruptive brands. Today, we believe we have a category-defining value proposition with a unique approach to combining both digital transformation and CX capabilities. In 2005, seeking a strategic in-house partner for CX solutions, TELUS acquired a controlling interest in Ambergris Solutions, a boutique CX provider in the Philippines catering to traditional U.S.-based enterprise clients. Ambergris was subsequently re-branded as TELUS International, and, from 2008 to 2014, we made a number of additional significant organic investments, as well as acquisitions, with the goal of better serving our growing portfolio of global clients. We expanded our delivery platform to access highly qualified talent in multiple geographies, including in Central America, Europe and North America, and developed a broader set of complex, digital-centric capabilities. It was clear to us that digital enablement would become increasingly vital for our clients, and as a result we focused our expansion strategy on developing this expertise organically and, in some cases, accelerating our growth through strategic acquisitions.

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During this time, we also made a series of investments in our people and our culture predicated upon the core philosophy that our caring culture drives sustainable team member engagement, team member retention and customer satisfaction. We invested in our ability to attract and retain exceptional people across several competitive, global talent pools and built what we believe are inspiring, state-of-the-art, service delivery locations designed to optimize team member engagement, productivity and well-being. We invested in our global training and talent management teams to enhance our custom curricula and career pathing opportunities. Additionally, over the last 10 years we built a robust corporate social responsibility program focused on community development, local philanthropic giving, education and social equality. For example, we have implemented community giving events in each of the countries in which we operate and, in the Philippines, Guatemala, El Salvador, Bulgaria and Romania, we have established "Community Boards", which have distributed over $2.5 million to local charities since 2011. We have frequently been recognized by industry analysts, such as Frost & Sullivan, for our best practices with respect to corporate social responsibility.

The following illustrates our digital journey from 2005 to present:

Over time, we realized our service offerings and customer-first approach would appeal to clients beyond our early telecommunications-centric base. As a result, we expanded our focus across multiple industry verticals, targeting clients who, like TELUS, believe that exceptional customer experience is critical to their success. Higher growth technology companies, in particular, embraced our service offerings and approach and quickly became our largest and most important industry vertical.

In 2016, Baring Private Equity Asia, a leading global private equity investor, acquired a significant minority stake in TELUS International, which enabled us to amplify investment in our digital IT portfolio and further expand into Asia. We have since accelerated strategic acquisitions that have extended our geographic footprint, deepened our digital IT capabilities and broadened our client base of technology brands.

In 2017, we acquired VoxPro, a customer experience technical support and sales operations solutions provider, which increased our agile delivery platform with additional facilities in the United

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States, Europe and Asia. We have continued VoxPro's support of several innovative and disruptive technology companies that change the way consumers interact with the marketplace.

In 2018, we acquired Xavient Digital, a next-generation digital IT consulting company with expertise in AI powered digital transformation services, UI and UX design, open source platform services, cloud, IoT, big data and other IT lifecycle services. This acquisition significantly enhanced our digital IT expertise and expanded the breadth of our digital IT solutions and services.

At the beginning of 2020, we acquired CCC, a leading provider of high-value-added business services with a focus on trust and safety, including content moderation and Christian Legat, chief executive officer of CCC, continued in that role as part of our team. This transaction significantly increased the scale and diversity of our business, adding approximately 8,500 team members and delivery capabilities in 10 additional countries. It also expanded and diversified our client base in our Tech and Games industry vertical in Europe. Through the addition of VoxPro, Xavient Digital, CCC and Lionbridge AI we significantly bolstered the digital offering that we provide and grew our digital-focused team.

On December 31, 2020, we completed the acquisition of Lionbridge AI, the data annotation business of Lionbridge Technologies, Inc., pursuant to the terms of a stock purchase agreement, dated November 6, 2020 for cash consideration of $939.0 million, subject to post-closing adjustments. With this acquisition, Ed Jay, President of Lionbridge AI, joined TELUS International. The acquisition remains subject to review by CFIUS. Lionbridge AI is a market-leading global provider of crowd-based training data through various service offerings and the use of a proprietary annotation solution used in the development of artificial intelligence algorithms to power machine learning. Lionbridge AI is the next step in our digital journey, extending our leadership in emerging technologies, and the skills and capabilities of the combined teams are expected to create a more compelling digital services offering to support the next phase of the digital evolution of some of the world's largest technology companies. For more information on Lionbridge AI, see "Lionbridge AI".

Today, we are a CX innovator that designs, builds and delivers next-generation digital solutions for global and disruptive brands. We operate in over 20 countries from 50 delivery locations. We have almost 50,000 team members serving a diverse base of over 600 clients across multiple industry verticals. These team members are supplemented by a crowdsourced community of more than one million data annotators using Lionbridge AI's proprietary data annotation solutions.

Our journey has been highly successful as evidenced by our 34% compound annual revenue growth rate from 2017 to 2019 and third-party recognition for business excellence and social purpose. We are proud to have been recognized by the Everest Group for our leadership in customer experience management services and have been ranked among the best employers in many of the markets in which we operate.

Industry Background

Technology, Innovation and Digital Enablement. Technology is transforming the way businesses interact with their customers at an accelerating pace and scale. Our clients and their customers have more information and more choices than ever before and their expectations surrounding brand experiences and the speed at which companies must process and respond to customer interactions are changing rapidly. The proliferation of mobile devices, social media platforms and other methods of digital interaction has enabled customers to access information 24/7 and engage with companies through multiple digital channels. The COVID-19 pandemic has further accelerated the use of digital channels as the first, and sometimes only, points of customer interaction. Customers value a consistent and personalized experience across channels when interacting with the companies that serve them. Businesses face pressure to engage with their customers across digital and human channels, and seek to

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do so by combining technology with authentic human experience that is capable of demonstrating a sincere commitment to customer satisfaction.

Across industries, customer experience has become a critically important competitive differentiator. Next-generation technologies such as advanced analytics, AI, robotic process automation ("RPA"), and augmented and virtual reality ("AR/VR") allow digitally native companies to streamline customer interactions, without removing the human element, through the entire customer journey from creation of product awareness through facilitating product research, purchase, fulfillment and then customer retention and advocacy of products. Adoption of these next-generation technologies like AI, in turn increases the demand for the high-quality data required to power product and analytics platforms, to make them relevant and contextual for consumers around the world. Businesses need highly discerning human operators, empowered by cutting-edge technology and processes, to deliver next-generation customer experiences.

Empowered and Engaged Customers. The pervasiveness of next-generation technologies, which enables always-on connections, access to information 24/7 and greater variety of choice, has encouraged customer empowerment and raised their expectations. Customers are choosing how and when to interact with businesses, very often dictating the terms and frequency of such interactions. Accordingly, customer-centric companies have shifted from products and solutions-first, to customer experience-first. Customer-centricity is no longer an option—it has become an absolute necessity.

Competition for differentiation is now focused on customer experience. Customers prefer simplicity, personalization and consistency across all channels and high levels of service. Customers are increasingly choosing experience over product and price, and are willing to pay more for positive customer service experiences. While positive experiences can help build customer loyalty, negative ones can severely undermine loyalty and retention. Customers today share their experiences through various digital channels with a rapid and global feedback loop. These immediate reactions are pressuring businesses to have in place the right customer experience systems and processes that get engagement right on the first try. Companies wishing to operate across digital channels need to be more cognizant of and responsive to how customers engage with them and make buying decisions. Customer experience has become a key competitive advantage, and it is critical for companies to manage it by partnering with customer service experts to represent their valued brands.

Evolution of Customer Experience. Customer experiences have evolved from single-point, voice-based, interactions to omnichannel points of engagement. Companies increasingly view these omnichannel points of engagement as opportunities to build customer loyalty and increase wallet share. Today, companies across all industries are focused on customer experience, which is in contrast to past decades, when handling customer service, sales generation and collections was primarily the domain of the technology, telecom, hospitality and banking and financial services industries. People were the primary touch points between companies and customers. Customer care has greatly evolved from agent-driven interactions to a more holistic approach of managing customer experience across both digital and human channels, with human channels used primarily for complex interactions and exception handling. Such exceptions typically include more complex issues that require a human interaction and/or culturally nuanced expertise as well as empathy. As humans are being used primarily for complex interactions and exception handling, the quality of these interactions matters even more today as companies need engaged, experienced, empathetic and technology-savvy employees representing their brands in their customer interactions.

Importance of Building Trust and Security. Companies and brands operating in the global digital marketplace need to engender trust in their online offerings in order to provide a feeling of safety that encourages customers to communicate and transact more. Accurate and rapid identification of content that violates the criteria of these offerings is of critical importance as user-generated content continues to grow. Social media platforms need to moderate content on their platforms not only to ensure the

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safety of users, but also to ensure the accuracy and reliability of information and, ultimately, to protect their brand and credibility in the marketplace. Increasingly, this need is driven by customers and regulators. Despite significant advances in technologies, such as AI and automation, expert human intervention is still needed to handle content and customer concerns with the highest complexity. Additional concerns regarding data privacy further drive the demand for a complete customer experience-oriented security solution at a time of significant scale and growth for these platforms. Companies across all industries are also faced with the challenge of knowing who they are interacting with in the global digital marketplace. Additionally, fraud, identity theft and asset appropriation have become more pervasive. Companies are also faced with increasingly onerous "know your customer" and anti-money laundering requirements that demand the collection of sensitive information. Companies are looking for solutions to assist in responding to these challenges with customer experience, confidentiality and compliance in mind.

Challenges for Companies. To meet modern customer expectations, companies must provide an experience that is not only personalized and empathetic, but consistent and integrated across omnichannel touchpoints, whether human or digital. Companies not only need a customer-centric mindset, but they also need to re-design and re-engineer their customer engagement processes. They need to invest in software platforms that will help them gather all available customer information, integrate with middle- and back-office systems and harness the data to provide a personalized experience. To enable this, companies need people with expertise in advanced analytics, AI and machine learning ("ML") techniques capable of analyzing data to anticipate customer needs and use the results to empower customer interactions. We believe that such complex re-design and re-engineering of processes are best executed by experts in customer experience strategy and design consulting, IT services and process expertise, as such abilities are often not readily available in-house. Disruptive technology companies may be experts in the use of next-generation technologies but they often do not have expertise in overall customer experience or use of human channels. Other companies often lack digital channels and do not have integrated design, technology and operational talent to develop a strategy, re-engineer processes, deploy next-generation technologies and provide a personalized customer experience integrated across digital and human channels. This re-design and re-engineering process requires talent with expertise in both customer experience processes and related next-generation digital technologies.

Limitations of Incumbent Services Providers. Delivering best-in-class omnichannel customer experiences requires highly trained professionals working in concert with leading digital technologies. We believe few service providers have the people, capabilities and technology to help clients address the entire spectrum of designing, building and delivering integrated end-to-end customer experience systems. Digital IT services providers can build and integrate next-generation technology platforms but often lack the ability to provide highly trained specialists to deliver the necessary complex human interactions. Customer care and BPO service providers generally lack specialized skilled labor, the ability to design solutions and the expertise in next-generation technologies to build customer experience platforms. Consulting service providers often can neither design nor build the solutions that they propose for their clients, let alone run them with the necessary talent to reliably deliver high-complexity, high-value service.

Our Market Opportunity

Our solutions and services are relevant across multiple markets including IT services for DX and DCXM. The worldwide market for DX was estimated by IDC to have been $147 billion in 2019. The worldwide market for DCXM was estimated by Everest Group to have been $6 billion in 2018.

Digital Transformation (DX). Companies are increasingly partnering with third-party providers to meet their digital transformation challenges, which include designing solutions that facilitate an

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omnichannel experience, building digitally scalable infrastructure and delivering new digital channels. To keep systems scalable, an increasing number of companies are opting for cloud-based solutions and seeking to automate processes where possible. Digital transformation services are estimated by IDC to have been a $147 billion market in 2019 and estimated to grow at a four-year compound annual growth rate of 21% through 2023. IDC defines digital transformation as the continuous process by which businesses adapt to or drive disruptive changes in their customers' behavior and markets by applying digital technologies and competencies to radicalize new processes, customer experience and value that seamlessly blend digital, physical, business and customer experiences while improving operational efficiencies and organizational performance.

Digital Customer Experience Management (DCXM). DCXM represents the next evolution of customer experience management. In recent years, digital customer experience has become increasingly important to companies, as highly engaged users dictate the nature and frequency of interactions. Customers ascribe value to seamless interactions and are willing to reward positive experiences with loyalty and repeat business. As customers have shifted toward digital channels, leveraging next-generation technologies to deliver a unified and satisfying customer experience has become paramount.

Everest Group defines DCXM as services and solutions that encompass digital capabilities in customer experience management, like social media, chatbots and self-serve. Everest Group estimates that the DCXM market will grow at a rate of 20%-25% through 2021. Everest Group estimates the customer experience management market, of which DCXM is a subset, to have been an approximately $330-$360 billion market in 2018. The customer experience management market is currently estimated by Everest Group to be 25% outsourced. We believe we are uniquely well-positioned to serve these markets and, as a result, we have a significant market opportunity due to the overall industry growth rate, low penetration to date and strong exposure to the comparatively higher-growth DCXM sector of the market.

In addition to DCXM, we serve markets that have experienced high growth in recent years, such as content moderation, which includes review and compliance services of customer created content on social media and other digital platforms. The necessity of moderating content on digital platforms has prompted enterprises to seek specialized services to accommodate changes in the uncertain, highly regulated environment. Everest Group estimates the content moderation market to have been approximately $1.5 billion to $2.0 billion in 2018, and expects it to experience estimated growth of 40%-50% through 2021.

Our Approach

We are a leading digital customer experience innovator with a unique team culture and deep expertise in next-generation technologies and processes. We serve clients at both ends of and throughout the maturity spectrum, each with different customer experience requirements, approaches and near-term and longer-term transformation objectives. We believe that our comprehensive capabilities and go-to-market strategy enable us to address our clients' varied needs in a flexible way that aligns with their objectives.

Our focus on customer experience informs our approach to designing, building and delivering customer engagement and digital enablement solutions for our clients. We believe that customer experience delivered by empathetic, highly skilled and engaged teams is key to providing a high-quality brand experience to customers. Our team members work with our clients to identify obstacles and opportunities and to craft their digital visions, design scalable processes and build and deploy solutions to enable growth. We lead our clients through a consultative approach that accelerates their adoption of advanced technologies to deploy and deliver innovative solutions. By leading with digital enablement, we create the opportunity to service the entire customer experience journey and leverage the robust

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skill sets of our teams to build a comprehensive set of solutions that powers exceptional outcomes. Our approach combines our highly skilled teams with next-generation digital technology capabilities to provide a comprehensive solution for our clients that is integrated, contextual and consistent across all channels.

Our Competitive Strengths

We have distinguished ourselves as a next-generation, leading customer experience innovator by leveraging the following competitive strengths:

Cultural Differentiation. We have a unique and differentiated culture that places people and a shared set of values at the forefront of everything we do. We have carefully cultivated our caring culture over the last 15 years by ensuring alignment with the individuals who choose to join our team, the clients we chose to work with and the manner in which we have built and run our business. We have a unique approach to attracting, developing and retaining team members, which underpins a framework that we refer to as our Culture Value Chain. Our CVC establishes a direct link between a strong culture and the ability to drive higher team member engagement and retention, ultimately leading to superior services and better outcomes for our clients and their customers.

We continuously invest in maintaining and improving our culture in a number of ways, including through our approach to attracting and retaining talent. For example, we identify highly skilled, enthusiastic and driven candidates who want to make a positive impact for our clients and the communities in which we live and work. We support our team members' development with customized coaching and training resources in specific technologies and tools vital in today's digital economy and our business. We reward our people for being dedicated brand ambassadors and thought leaders with deep industry acumen. Recognizing the importance of the workplace environment, we believe we have built inspiring, world-class physical workspaces. We seek out clients that share our corporate values. We apply a strict code of ethics toward client selection and have declined noteworthy projects for clients whose values are not aligned with ours.

Diverse Client Base Across Sectors. Our diverse client base differentiates us from peers and contributes to our growth. We partner with a diverse set of disruptive and established clients across our core industry verticals, including Tech and Games, Communications and Media, eCommerce and FinTech, Healthcare and Travel and Hospitality. Within some of these industry verticals, we serve clients across several sub-sectors. For example, within Tech and Games, we serve some of the leading social networks and search engines, as well as high-growth online games, ride sharing and real estate technology companies. Within eCommerce and FinTech we serve both traditional and next-generation payments and point of sale providers, business-to-business and business-to-consumer software-as-a-service companies, online marketplaces and large financial services institutions.

Our clients trust us to support their brands and reputations, which we believe to be among the most respected names in their industries. We are able to execute on emerging customer experience challenges leading to high client referenceability that strengthens our credibility with clients in existing and new verticals and helps drive growth.

Deep Domain Expertise. We have developed expertise serving clients in fast-growing industry verticals and sub-sectors, many of which are leading broader technology disruption. By serving clients in these sectors over the course of many years, we have built an understanding of their unique, industry-specific challenges and digital transformation journeys, as well as the solutions and services to address them. We leverage this domain expertise to inform how we continue to build out our capabilities and serve additional clients.

Within our Tech and Games industry vertical, we believe we have been at the forefront of helping social networks manage the rapidly expanding volume of user-generated content on their platforms. We

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use AI/ML-assisted solutions to help clients monitor content for compliance with local policies and regulations. With the acquisition of Lionbridge AI, we also provide data annotation services to generate the critical high-quality data required to support our clients as they refine the AI models used in their search engines, social media networks and other cutting-edge products, among other applications. Additionally, we have leveraged our deep understanding of "gamer culture" to partner with several leading Games clients to support the high player growth they have seen over the past several years by deploying player support solutions.

In our Communications and Media industry vertical, we partner with leading telecom, cable and satellite operators, including wireless/wireline, over-the-top and streaming providers. Our client engagements support the digital transformation initiatives of our clients, innovation across their digital stack, operations support system and business support system modernization and testing and engineering of 5G networks for services such as IoT. Our solutions help our clients save operating costs and improve overall customer loyalty and churn. We have invested in creating custom testing systems and leveraged our expertise to develop custom set-top box user interfaces.

In our eCommerce and FinTech industry vertical, we have supported leading global eCommerce platforms since 2007, deploying specialized teams who can quickly scale on vertical-specific tasks such as premium marketplace support, content moderation, dispute mediation and identity and fraud protection. We also design, build and deliver chargeback transactions solutions for global online payments providers looking to maximize cross-border selling. The solution centralizes infrastructure and accelerates processing, rapidly enabling customer service teams to support multiple new countries.

Comprehensive, Integrated Capabilities to Enable Digital-First Experiences. We have proactively built a set of integrated capabilities to deliver innovative customer experience solutions for our clients' customers. Our services span design, build and deliver, so that we are able to offer clients a complete, transformative, digitally enabled solution, or a discrete solution to address or complement specific aspects of their existing customer experience strategy. Furthermore, our ability to design, build and deliver integrated solutions that combine both process and technology enables us to more comprehensively and holistically address our clients' most complex and pressing challenges and needs. For example, we combine expertise in digital IT lifecycle services, including applications development, cloud implementation and advanced analytics and automation with customer experience delivery capabilities around omnichannel customer support, Contact Center-as-a-Service ("CcaaS"), and work-from-anywhere solutions.

We believe that our end-to-end solutions address client needs at all stages of their digital journeys and position us best to address their evolving priorities while expanding wallet share with them over time. Many of our key client relationships began as programs with a single solution and have evolved over time into multi-solution, multi-program strategies. As we expand the scope of work with clients, we become more embedded in their businesses, and are thus better positioned to identify new opportunities for continued improvement.

Best-in-Class Technology and Processes. We rely on best-in-class technology to power everything we do. By virtue of our TELUS pedigree, we have built our business with a deep understanding of the importance of technological reliability and availability, fueling our "always-on" carrier-grade network infrastructure. This infrastructure is augmented by our next-generation private and public cloud-based architecture, which enables our complete suite of integrated digital services. We believe that, unlike most of our peers, we are not encumbered with legacy technology infrastructure. This enables us to be agile, efficient and scalable, which we believe is a competitive advantage. Additionally, the next-generation tools we deploy internally across our almost 50,000 team members enable them to more efficiently and effectively carry out their roles on behalf of our clients. For example, our platform is capable of self-learning through advanced machine learning algorithms and employs natural language

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understanding ("NLU") and natural language generation ("NLG") to simulate complex human-like dialogue.

We leverage cloud-based data warehouse solutions that provide us with a flexible and scalable architecture. We use application programming interfaces ("APIs") that connect into some of our clients' enterprise resource planning, workforce management and other customer data sources that enable us to capture and analyze data and ultimately react more quickly to changing client needs. In addition, with data visualization tools we can look at data quickly from several perspectives. Finally, with our data in the cloud, we are able to run AI models across multiple data sources available to us to drive unique customer results.

Our deep technology expertise also enables us to leverage our proficiency in AI and automation for the benefit of our clients to help them manage their information, derive valuable insights and implement a comprehensive data strategy. At scale, we deliver end-to-end digital solutions and data engineering capabilities to drive vision and value for our clients. For example, our proprietary AI-powered chatbot platform that we call intelligent TELUS International Assistant ("iTIA") not only supports all forms of customer interactions but also provides advanced features, such as sentiment analysis, to provide team members with critical contextual information. iTIA enables faster resolution of customer queries through automation, saving high-value human talent for high-complexity interactions. iTIA can be programmed to access data directly from our clients' back-end systems and to execute authorized transactions on behalf of their customers, for example changing payment methods or account plans.

Globally Scaled and Agile Delivery Model. Over several years we have built a differentiated global delivery model enabled by next-generation technology with the scale and agility needed to best serve our clients. Our almost 50,000 team members are strategically located in 50 delivery locations across Asia-Pacific, Central America, Europe and North America. Substantially all of our delivery locations are connected through a carrier-grade infrastructure with correspondingly high resiliency and security. Our fully virtualized, cloud-based infrastructure enables seamless collaboration and enhances our ability to pivot client solutions across multiple regions, time zones and channels.

The sophistication, agility and scale of our delivery capabilities enable us to tailor our delivery strategy in order to respond quickly to shifting client demand as well as idiosyncratic events. For example, during the COVID-19 pandemic, we were able to continuously serve our clients' needs despite the mandatory closure of many facilities. We shifted work toward digital channels, re-deployed teams across different client accounts and geographies and enabled 95% of our worldwide team members to work from home. Through of our acquisition of Lionbridge AI, we have a crowdsourced community of data annotation professionals forming a global community of contributors that also maximizes business availability and business resiliency. During the COVID-19 pandemic, Lionbridge AI's crowdsourced community, which has already been working from home and on flexible schedules, enabled Lionbridge AI to continue to seamlessly support its clients.

Proven Leadership Team. We have a proven leadership team with a successful track record of executing our strategic vision, driving growth across our business, integrating acquisitions both operationally and culturally and maintaining our unique culture. Our leaders not only possess significant and diverse skills and experience, but are committed to leading by example and living our corporate values. Our senior leadership team has over 170 years of combined experience, including extensive industry experience within digital IT and customer experience management, as well as public company experience.

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Our Growth Strategy

We are dedicated to building on our current capabilities in digital transformation and customer experience management by deploying the following growth strategies:

Expand Our Current and Potential Services with Existing Clients. We seek to deepen existing client relationships by providing our clients with more of our existing services, as well as developing new adjacent services to address their evolving digital enablement and customer experience needs. We believe we have a significant opportunity to grow within our existing client base by deploying more of our existing solutions, such as cloud migration and content moderation. We have successfully expanded the number of services we offer our top ten clients and plan to similarly expand with the balance of our portfolio. For example, all of our top ten clients use multiple TELUS International services.

Furthermore, we believe that we have visibility into areas of fast-growing and high-value adjacent service offerings that are relevant to our clients by virtue of several factors, including our domain expertise, our strength in both customer experience, digital IT, AI data annotation services and our ability to understand and anticipate our clients' challenges. We seek to continue to leverage these strengths to identify new opportunities and capitalize on emerging trends to deliver greater value and to further grow within our client base. For example, our relationship with a global eCommerce client started with the provision of customer care services and later expanded to digital IT services due to the high quality of our work and strength of our technology.

Establish Relationships with New Clients. We believe there are significant untapped opportunities to win new clients across all of our targeted industry verticals. We target potential clients that value customer experience as a brand differentiator. Within this opportunity, we prioritize potential clients that are experiencing significant growth and require a partner capable of evolving with them. We have historically won new clients based upon the strength of our position in the marketplace as well as references from existing clients.

The capabilities and solutions we have developed can be adapted and easily used to meet the needs of clients in additional industry verticals and sub-sectors that are increasingly pressured to transform. We will continue to leverage current processes, services and solutions to design and build new offerings to address new clients' needs for more comprehensive customer experience management.

Leverage Technology and Process to Drive Continuous Improvement. We strive to continuously iterate and improve upon our operations to optimize the overall efficiency of our organization, enhance operating leverage and margins and better serve our clients. Our organization has over 2,000 "Six Sigma" certified team members that help us better leverage our technologies, processes, policies and practices to improve operational excellence and drive productivity at scale. These capabilities create the opportunity to reinvest in key initiatives and implement best-in-class technologies across functional areas, which we believe will further expand our competitive and operational advantages.

Our approach to innovation includes applying methodologies and technologies internally to evaluate viability and scalability before deploying our solutions to clients. We aim to continue growing both organically and inorganically, and we believe that the returns generated by our focus on technology-enabled efficiency across the organization will increase.

Enhance Core Capabilities with Strategic Acquisitions. We intend to continue to enhance our core capabilities and solutions through acquisitions that support our strategy to design, build and deliver exceptional customer experiences for our clients. We seek out acquisition opportunities that expand the breadth of our service offerings, enhance the depth of our digital IT capabilities and accelerate our presence in attractive client industry verticals. We seek to acquire companies that have the potential to enhance our capabilities and which we believe will contribute positively to our financial profile and that are culturally aligned with our values. For example, our recent acquisition of Lionbridge AI provided us

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with data annotation capabilities that expand our total addressable market and expanded the set of solutions we are able to offer to our key clients, particularly in our Tech and Games industry vertical.

Solutions and Services

We have built comprehensive, end-to-end capabilities with a mix of industry and digital technology expertise to support our clients in their customer experience and digital enablement journey. Clients have different requirements, approaches and near- and long-term objectives that need to be balanced effectively to develop deep and enduring relationships. Our go-to-market strategy addresses our client's needs, in the order of priority that best suits their objectives and with the flexibility to evolve with them as their needs develop.

Our highly skilled and empathetic team together with our deep expertise in customer experience processes, next-generation technologies and expertise within our industry verticals is core to our success. We combine these with our ability to discover, analyze and develop new digital technologies in our digital centers of excellence to continuously evolve and expand our solutions and services.

Our services support the full lifecycle of our clients' digital transformation journeys and enable clients to more quickly embrace next-generation digital technologies to deliver better business outcomes. We fuel the various stages of our clients' growth, from their strategic and innovative beginnings to their next-generation tech and IT service needs and to their realization of a vision for CX process and delivery.

Next-gen DX, CX, Digital Platform & Digital
Operations Solutions

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Strategy and Innovation—Understand and Define Client Needs to Innovate and Develop Plans

Customer experience is at the heart of any digital transformation; however, implementing a successful CX-centric digital transformation can be a complex undertaking for any organization. With our intuitive digital design approach, we help our clients design next-generation business practices based not only on transforming technology, but also on transforming processes and culture. We partner with our clients to define their needs, identify their ideal future state and develop strategies that are focused on enabling customer-centric digital experiences. We advise clients on the best way to re-engineer and re-architect technology systems and our teams of experts develop custom technology solutions to meet those objectives.

Next-Generation Digital Strategy. Our teams advise clients on crafting their long-term digital strategy roadmap and design scalable processes to help clients achieve their digital enablement goals. We strive for enhanced business outcomes for our clients by focusing on the needs of their end-customers while developing effective digital strategies together. We help our clients formulate actionable digital strategies to transform their business model by taking advantage of the new digital ecosystems, infusing product development with new digital technologies and building digital platforms that deliver high-quality customer experiences.

Ideation on Innovation. We help our clients innovate their approach to interactions with customers by collaborating with them in the ideation process. Our approach to ideation leverages not only our strong process and digital technology expertise but also our experience of delivering empathetic and caring human experiences. Our experts use our digital Centers of Excellence and innovation Labs to help our clients ideate and innovate. In addition, organic innovation by our team members is encouraged which has resulted in Global Innovation Centers ("GIC"). For example, our talent acquisition team established a GIC to focus on digital recruiting practices resulting in deployment of knowledge base bots for onboarding new team members.

UX/UI Design. As online and mobile environments have become increasingly important, our team of experts build human-centered, data-driven experiences that enhance customer loyalty for our clients. Leveraging our design thinking process and skills in visual and experience design, we create intuitive digital products to deliver meaningful customer experiences. We help clients in various industry verticals to build innovative digital products customized specifically to their industry and customer needs. We offer comparative and explorative usability tests along with usability evaluation to ensure that the experiences we design and ultimately build and support are both client-centric and technically effective.

CX Process Consulting—including Customer, Employee and System Journey Mapping. Our CX process experts help evaluate customer experience processes for our clients by leveraging their deep understanding of customer experience and related business processes as well as digital technologies within our clients' particular industry verticals. We leverage our agile methodology to obtain relevant information, perform a value analysis to identify efficiencies and automation opportunities and facilitate process redesign. This creates a comprehensive picture of how our clients engage with their customers and how they can redesign the customer experience processes to deliver improvements in cost, revenue and customer satisfaction.

Next-Gen Tech and IT Services—Building Digital Customer Systems using Next-Gen Technologies

Our clients often need to re-engineer their customer experience systems to provide a seamless, contextual, consistent and personalized customer experience across all channels—digital or human. To do this, they need to modernize their core systems and applications, while at the same time build new digital solutions that leverage technologies like cloud, mobile, AI, automation, IoT, analytics and more. Combining our expertise in various industry verticals and our deep understanding of applications development, infrastructure and digital technologies like AI, automation, cloud, mobile and others, we

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strive to develop digital solutions that help our clients to deliver the best possible experience to their customers.

Our expertise in delivery of a range of next-generation technologies enables us to build, test, deploy and continually enhance custom applications and integrate and implement customer experience software-as-a-service solutions with other client applications. We help clients re-architect their systems to take advantage of cloud and mobile computing. We use our advanced analytics and AI/ML capabilities to analyze data from internal and external customer databases for our clients. We also work with our clients to improve the efficiency of their IT processes by automating testing and deployment of software. Our experts identify processes within the customer experience journey that could benefit from automation and, where appropriate, implement tools such as chatbots and RPA. We also deploy digital technologies and productivity tools, real-time natural language processing and data visualization to better equip our team members to run the customer experience processes that are outsourced and entrusted to us by our clients. The key services underlying our Next-Gen Tech and IT Services solution are:

Engineering, Application Development and Quality Assurance ("QA"). Our end-to-end application development services are designed to transform our clients' customer experience-related application portfolios by supporting the entire application lifecycle. This includes application strategy, application development and modernization, testing, QA, deployment and continual updates or enhancements. We help our clients develop applications with a cloud and mobile-first approach. This allows clients to leverage cloud delivery for enhanced scalability and flexibility, a critical component for digital enablement. Mobile-first strategies allow clients to take advantage of the customer shift to mobile devices. In addition to supporting web and mobile interfaces, we empower customer engagement across all digital touchpoints such as progressive web apps, chatbots, voice apps, AR/VR experiences, wearables and others.

We use agile methodology, microservices and APIs to build custom applications. We have capabilities using a range of software engineering technologies and tools to build high-quality software for our clients. We also implement SaaS customer applications and integrate them with customized customer experience-related applications or other business applications of clients. We continually enhance custom applications we have developed using DevOps practices and tools.

Our QA and software testing teams work collaboratively with agile development teams to make improvements to the software on an ongoing basis. While our testing teams identify and fix defects and vulnerabilities in software, our QA teams identify and fix software usability issues, such as end-user experience with software, slow load times, and poor navigation. Our QA teams serve as an integral part of clients' software development teams and are embedded within their scrum teams. Test automation is a core component of our QA services which enables our clients to automate manual tasks to minimize dependency on manual testing while at the same time achieving process efficiency, improving software quality and lowering time and costs.

Data Annotation, AI/ML and Intelligent Automation—including RPA and Chatbots. We have expertise in AI technologies and ML to assist our clients to improve customer experience. We provide data annotation in domains such as search relevance, image/video labelling for smart cities, audio transcription and facial recognition to our clients who utilize AI technologies. We also use AI-based conversation bots in customer engagement situations to augment or simulate human interactions enabling 24/7 personalized responses to customers. We use a combination of internally developed and market-available tools to create advanced ML algorithms, as well as NLU and NLG to simulate complex human-like dialogues in our self-learning, enterprise-grade CX platform. We offer flexible deployment models for this technology through adaptive pricing models, and also provide managed services to maintain quality, moderate responses and deliver actionable insights through analytics. Through Lionbridge AI, we annotate data in text, images, videos and audio in more than 300 languages

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and dialects for technology companies in social media, search, retail and mobile. With these new capabilities, we can provide our clients with data annotation through various service offerings and the use of a proprietary annotation solutions used in the development of AI algorithms used to power machine learning. These services and solutions help improve functionality and deliver secure, compliant, scalable and high-quality solutions for our clients.

We also use advanced analytics and AI techniques to analyze structured and unstructured consumer datasets to provide a unified data view of end customers' entire transaction history with the client, and derive real-time insights from it to provide a personalized customer experience.

iTIA is our proprietary bot platform, which helps with all forms of customer interactions, from simple to complex. For example, from automating frequently asked questions, routing conversations, collecting feedback, paying bills and booking appointments, our cognitive solution combines the best of innovative technology with enhanced digital customer experiences and business process intelligence to set the stage for meaningful conversations. Features include sentiment-based routing which recognizes customer sentiment and intuitively directs chats to human support if required, voice-enabled multilingual capabilities, and built-in language translation capabilities to enable users to converse with the bot in their own language.

Our intelligent platform works hand in hand with human agents to enhance the overall digital customer experience. Moreover, we understand the challenges businesses face in this regard, and as a developer and user of the platform, we can partner with clients to implement to improve business outcomes.

RPA Intelligent Insights is a diagnostic platform tool that aligns human and digital workforce to manage the end-to-end lifecycle of digital co-workers. It measures and tracks performance of each digital co-worker and enables businesses to make better strategic decisions. RPA Intelligent Insights is open source and can be integrated with market leading RPA platforms.

We work with our clients to identify processes that could benefit from automation. We create a roadmap and combine human and machine intelligence to automate these processes. Through RPA, we are able to leverage technology to efficiently handle the "low-hanging fruit" so that we can keep team members dedicated to the more complex "high-touch" areas of our clients' business.

Managed Cloud Services. We provide migration, implementation and managed services for public cloud, private cloud and multi-cloud hybrid environments to help clients modernize their applications and move their workloads to the appropriate cloud for their business. We assess the current state of our client's cloud computing strategies and create and implement a customized plan based on their unique business objectives. We integrate these strategies with legacy systems where needed and provide managed services to provide 24/7 support, monitoring, operations management and ensure information safety. We have expertise in all major hyperscale public cloud platforms, such as Google Cloud, Amazon Web Services and Microsoft Azure, and can provide multi-cloud services. We are also able to provide TELUS-hosted services for clients that may prefer private cloud or a hybrid cloud strategy. Leveraging our expertise in cloud-enabled and cloud-native technologies, we can help our clients accelerate their digital innovation and application delivery by rapidly adopting technologies like Containers, Microservices, Serverless and DevOps.

Workforce Transformation. Our clients need specialized, efficient, effective customer experience eco-systems that support their overall vision for their customer's journey. The output of our CX Process Consulting creates an executable strategy for our clients to make a thorough and dramatic change to their customer experience teams and digital resource utilization. With our domain expertise, we build best practice workforce solutions using innovative people and digital solution combinations.

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CX Process and Delivery—Delivering exceptional customer experience

We use our customer experience process expertise as well as our highly skilled, empathetic and engaged teams to provide exceptional, integrated customer experiences. As the environments in which our clients operate are dynamic and constantly changing, we analyze customer behavior using advanced analytics techniques to understand what our client's customers prioritize, and recommend the most appropriate service models. Our global delivery platform enables us to service clients across geographies and customize the delivery strategy according to their evolving needs.

Managed Solutions—including Learning Services, Workforce Management, Contact Center. We believe our managed solutions expertise is not easy to replicate and, as our clients experience the benefit of these solutions, they seek to leverage our solutions for their internal teams.

Learning Excellence Solutions. Working in partnership with our clients, we combine strategy, curriculum and learning technology to deliver an optimized customer experience. For quick and proven team member on-boarding, our "new hire toolkit" can be fully customized to support our client's brand, culture and learning objectives. Likewise, our customized knowledge bases provide their team members with the tools and knowledge they need to support customers.

Workforce Management Services. A balance of people, processes and technology to continuously optimize supply and demand. When it comes to workforce management, also referred to as workforce optimization, constant optimization is a key priority. For our clients, our consultative approach and global standardization delivers workforce efficiencies across vendor and captive sites. From planning and forecasting, to scheduling and real-time analysis, to reporting and optimization, we focus on driving significant value in our clients' operations.

Contact Center-as-a-Service. Our cloud-based CCaaS application platform delivers a wide array of customer engagement tools designed to empower team members with omnichannel capabilities, enhanced processes and data-backed, real-time intelligence. Our CCaaS technology is the foundation to our "work-at-home" or "work anywhere" solution. It also integrates with remote virtual desktops, as well as a full suite of customer service solutions including remote and digital talent acquisition, remote training and remote workforce management.

Omnichannel Customer Experience—including Care, Sales and Tech Support. We operate CX processes for our clients to provide a seamless, consistent, and personalized customer experience to customers across all channels and devices they use while engaging with our clients. We support customer experience processes, including customer care, sales growth and client retention, and technical support, using omnichannel capabilities across voice, email, chat, social media, and video.

We empower our clients to use every customer touchpoint as a brand-building opportunity and to create meaningful human connections with their customers. We support our clients in customer acquisition, customer onboarding, welcome and win-back programs, loyalty and retention programs, cross-sell and up-sell opportunities. We also provide tech support with a focus on not only automating it wherever relevant but also "humanizing" it. We provide services using self-serve options and employ team members for more complex issues or exception handling. For example, we are also increasingly using our expertise in CX processes to improve patient interactions and deliver better outcomes for healthcare providers, payers and pharmaceuticals service providers.

Content Moderation, Trust and Safety. Our approach to content moderation enables clients to keep their users safe and manage their online reputation. Our clients understand that using trusted platforms promotes improved user experiences thereby driving user growth and revenue. We combine automated digital moderation tools with human support to provide a robust trust and safety framework to monitor our clients' digital businesses. Our customizable and scalable digital content management solutions can also help clients boost their social media presence, increase their user base and attract more customers through social and e-commerce channels. We offer dynamic hyper-localized moderation, covering client

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policies that incorporate local regulatory standards where applicable. Spanning over 20 countries and covering almost 50 languages, our global team is sensitive to, and understands the importance of, considering the cultural, regional and socio-political nuances of local markets in their reviews. In addition, our moderation services also extend to verifying digital advertisements for compliance and protecting online marketplaces, as well as peer-to-peer group monitoring that is prevalent in today's gaming platforms.

We provide highly trained and well-supported resilient team members who we refer to as "digital first responders" and who are supported by advanced, automated AI and digital moderation tools specifically designed to help brands safeguard their user communities by actively screening and removing discriminatory, threatening, offensive, illegal or otherwise inappropriate content or actions that contravene our clients' policies and community guidelines.

Core to our solution is a specialized talent acquisition and hiring process. The short- and long-term well-being of our team members is considered from the beginning of the relationship. We remain keenly aware of the potential concerns that may arise as team members review raw user-generated content, which is why hiring team members with the right character, skills and experience contributes to creating a resilient team. In addition, we establish realistic expectations of our moderators. Beginning with the interview process and extending to the new hire training, we set very specific program expectations that outline the type of content to anticipate, including details of the types of extreme content they may be exposed to and how to handle the unexpected.

We believe our program is different because we focus on well-being management through a variety of programs, including clear and transparent opt-in and opt-out procedures, workflow rotation that is based on volume and severity of content screened and mental health counselor input. We also conduct relevant training for different work options, tools and knowledge built in other industries to help manage stress and build resilience. We have developed and continue to evolve our psychosocial risk policy, which is our framework for supporting our digital first responders, and which was developed by occupational health and safety experts and mental healthcare practitioners.

Our digital first responders are typically direct team members. We are prudent in our use of part-time employees as this approach generally does not fit the objectives of our content moderation programs.

Adjacent to content moderation and part of our broader Trust and Safety program, fraud prevention has become more critical across all industries with businesses struggling to keep up. Our service offering is focused on promoting ethical conduct, identification verification, and profile validations combating asset misappropriation, managing fraudulent statements and preventing corruption or any other unlawful activity such as account takeovers. We provide effective trust and safety solutions tailored to the needs of our industry verticals, as further detailed in the chart below.

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360-Degree Customer Analytics. We offer customer journey analytics services that provide clients with a 360-degree view of the relationships and contacts their customers have across all points of interaction along their journey with the client. We integrate data from various points of interaction customers have with the client across multiple channels into an insightful timeline. We use advanced analytics techniques to analyze millions of events in order to produce predictive interactions for customers. This includes analysis such as journey mapping, speech analytics, automated quality management, predictive recommendations, user experience intelligence, and event-based notifications.

Our Delivery Model

We use an agile global delivery model to provide next-generation digital customer experiences to clients. Substantially all of our delivery locations are connected through a carrier-grade infrastructure backed by cloud technologies, enabling globally distributed and virtualized teams and high resiliency and security. We are unencumbered by legacy infrastructure, which we believe is a competitive advantage. Our agile delivery model enables us to augment or seamlessly redeploy teams across different geographic locations and client accounts. The interconnectedness of our teams and ability to seamlessly shift interactions between physical and digital channels enables us to tailor our delivery strategy to clients' evolving needs. It also allows us to respond to changes in demand or adapt to idiosyncratic events with agility. For example, during the onset of the COVID-19 pandemic, we were able to quickly adapt to serve our clients from work-from-home or alternate work locations while continuing to meet their quality and security expectations. We also deployed digital solutions like bots, web-chats and emails as customers of our clients migrated to digital channels. The speed and quality with which we are able to respond is in large part due to the agile nature of our global delivery model and the investments we have made in the technology infrastructure to run the delivery network.

We have almost 50,000 team members who are strategically located in 50 delivery locations in over 20 countries: Austria, Bosnia and Herzegovina, Bulgaria, Canada, China, El Salvador, France, Germany, Guatemala, India, Ireland, Latvia, the Philippines, Poland, Romania, Slovakia, Spain, Switzerland, Turkey and the United States. Our delivery locations, from where our team members serve our clients, are strategically selected based on a number of factors, including access to diverse, skilled talent, proximity to clients and an ability to deliver our services over multiple time zones and in multiple languages. The global reach of our delivery locations enables us to deliver our full suite of solutions across geographies and customize the delivery strategy for our clients according to their evolving needs. We have established a presence in key global markets, which supply us with qualified, cutting-edge technology talent and have been recognized as an employer of choice in many of these markets. We believe that our global and diverse team members have the nuanced cultural knowledge and empathy to deliver all of our services. Within Lionbridge AI, we use a crowdsourcing model, which allows us to access talent that is global, flexible and scales to meet the geographic, demographic or cultural data needs of our clients across different parts of the world.

In Asia-Pacific, we have ten delivery locations. Our talent acquisition in Asia-Pacific benefits from a local emphasis on education creating a highly qualified workforce with extensive language capabilities. In India and the Philippines, for example, we are able to attract skilled team members with expertise in next-generation digital technology with substantial language capabilities. Through our caring culture, we are able to engage and develop these team members which leads to higher tenure and proficiency.

In Central America, we have six delivery locations in close proximity to our large North America client base. Our team members in Central America are drawn from a large population of fluent English and Spanish speakers. In our delivery locations in Central America, we benefit from developed telecom and energy infrastructure. In Guatemala, we benefit from an engaged workforce and regionally competitive labor costs. In El Salvador, we gain access to a young and educated population.

In Europe, we have 30 delivery locations, with a number of these locations being in close proximity to client locations. Our multi-lingual team members are selected from a skilled talent pool in a

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centrally located geographic location. For example, in Bulgaria, we are able to employ an educated and skilled team; in Romania, there is a large talent pool with digital technology skills; and in Ireland, talent converges from many global origination points, creating a diversified talent pool.

In North America, we have four delivery locations and recruit from a skilled talent pool with geographic proximity to many of our largest clients. Additionally, North America is where the majority of our sales, marketing, operational support and digital services team members work from a virtual office environment, which facilitates collaboration, and in some cases collocation, with our clients. A flexible work environment enables us to attract and retain talent, improve agility, operational efficiency and productivity of our organization, as well as enable robust business continuity planning. Our virtual office environment in North America is now evolving to other geographies around the world, and has been accelerated by our response to the COVID-19 pandemic.

The workspaces in our delivery locations are designed to inspire and promote productivity. We leverage virtual and in-person site visits to both prospective team members and clients to showcase the strength of our engaged workforce and modern delivery locations. We have technology partnerships with Salesforce, Cisco, Upstreamworks, UiPath, Google Cloud and Blue Prism to support our delivery model.

Clients

We work with global and disruptive brands across industry verticals in which exceptional customer experience is critical. Global industry leaders expect long-term partnerships and are focused on digital transformation, while disruptive brands seek agile and culturally aligned partners that can reliably scale operations to support their business and geographical expansion aspirations. We respond to their needs by delivering on our promise of globally scalable customer experience and digital innovation while demonstrating cultural affinity. By engaging them across the design-build-deliver lifecycle, we forge long-term relationships where we are regarded as the partner of choice for their digital transformation journey. As a customer-first organization, we focus on driving global service excellence and sustaining long-term relationships with our clients, often expanding our relationship through multiple lines of business and driving year-over-year revenue growth.

Today, our clients include over 600 companies across the following high-growth verticals: Tech and Games, Communications and Media, eCommerce and FinTech, Healthcare and Travel and Hospitality. Some of our clients in these industry verticals are: Epic Games, Google, Uber, TikTok and Zynga in Tech and Games; TELUS and Ooma in Communications and Media; and PayPal, Mastercard and Wix in eCommerce and FinTech. Other clients include Fitbit, TELUS Health, TransUnion and Zara. In 2019, Communications and Media, Tech and Games, eCommerce and FinTech represented approximately 38%, 32% and 11%, respectively, of our revenue. In the nine months ended September 30, 2020, Communications and Media, Tech and Games, eCommerce and FinTech represented approximately 29%, 40% and 10%, respectively, of our revenue. We have several key client relationships. Our relationship with TELUS, our largest client and controlling shareholder, in particular has been instrumental to our success. TELUS provides significant revenue visibility, stability and growth. In the nine-month period ended September 30, 2020 and fiscal 2019, revenues from TELUS represented 20.0% and 25.8%, respectively of our service revenues. In the nine-month period ended September 30, 2020, revenue from our second largest client in that period, which was a social media company, accounted for approximately 15.5% of our revenues. In fiscal 2019, revenues from Google, our second largest client in that period, accounted for approximately 11.0% of our service revenues. In the nine-month period ended September 30, 2020, our top ten clients represented approximately 63% of our revenue. In 2019, our top ten clients represented approximately 67% of our revenue. We experienced an average of 62% growth in revenue across our top ten clients in 2019, other than TELUS, driven by strong execution and our ability to deploy multiple programs across these clients. Outside of TELUS, we average a relationship tenure of seven years and deliver more than 18 programs

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with our top ten clients. Our clients include some of the leading social networks and search engines, as well as high-growth online games, ride sharing and real estate technology companies. These companies place a premium on high-quality brand experience and entrust us to represent their brands because of our quality, differentiated approach to delivering innovative, end-to-end CX solutions and carrier-grade technology infrastructure.

As evidenced by the length, size and diversity of programs from our top ten clients, our focus on service excellence consistently places us in a position to win new business. Our clients assess us against a variety of quality metrics that they define to evaluate the operational performance of their service providers, such as net promoter score, customer satisfaction, likelihood to recommend, and customer effort. We have often exceeded the targets that our clients set for us, which is part of our commitment to delivering superior customer experiences.

Client Case Studies

TELUS

Client and Situation. TELUS is a diversified Canadian communications and information technology company with over 15 million customer connections spanning wireless, data, IP, voice, television, entertainment, video and security. TELUS is our controlling shareholder.

When TELUS sought to improve the order-entry process for corporate wireless customers, we helped assess and engineer a customized solution to enable faster activations and renewals of their mobile services. The existing process involved multiple touchpoints with manual data entry before a request could be processed, which was prone to error and extended order processing times.

Our Partnership. Our relationship with TELUS spans the last 15 years, since the founding of our business, and has expanded to incorporate multiple solutions across the design, build and delivery spectrum. We are viewed by TELUS as a co-innovation partner, enabling us to pilot innovative solutions leveraging next-generation technologies, many of which have been deployed across other clients within our telecommunications and media vertical. While we support many programs for TELUS, in this particular example we evaluated TELUS's order-entry process and identified costly and manual processes that could be eliminated using robotics process automation (RPA) and chatbot technologies. We developed proprietary bots to eliminate manual data transfer and automate tasks such as fetching and connecting data across multiple systems. Our cloud-hosting capabilities enable efficient and fast data connections from applications hosted in the cloud. Additionally, we deployed a dashboard to efficiently track and manage the newly automated processes in real time providing enhanced visibility and insights into customer processes.

Our solutions enhanced productivity and efficiency, while enhancing the quality of order-entry customer service experience. In this case, our solutions enabled TELUS to redirect 13 full-time employees eliminate 20 minutes per order and generate $420,000 in annual operating efficiencies or savings, while contributing to a 15% year-over-year improvement to order-entry quality of service score.

Today, we have over 10,000 team members dedicated to TELUS across a range of increasingly complex services, including digital customer experience, IT lifecycle, process automation and advisory services.

Solutions/Services Provided. Digital Strategy (RPA strategy and roadmap, Technology Consulting), CX Process Consulting, AI/ML Solutions (RPA Intelligent Insights), Managed Cloud Services

Leading Social Media Network

Client and Situation. Our client is a leading U.S.-based social media network that enables billions of global monthly active users to create, share and consume content, and to interact with others. Users

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can post text, photos and multimedia, as well as use embedded apps, join common-interest groups, interact with businesses and buy or sell items or services through their online network.

In order to maintain and grow popularity in its products, it is mission-critical for our client to engender trust and ensure compliance and safety for its billions of users on a daily basis. With unmatched scale in users and daily uploaded content, our client requires a partner that can monitor and moderate vast amounts of online user-generated content (UGC) for compliance with both its stated community guidelines and corporate policies, as well as with local regulatory frameworks that are constantly evolving. In addition, several key trends are impacting the practice of content moderation, including the acceleration of UGC worldwide, the importance of training, coaching and wellness for moderators, the need for solutions that integrate artificial intelligence (AI) with human judgement, and the need to understand unique cultural nuances.

Due to the vast scale and breadth of the task, and the complex, dynamic nature of requirements, our client needed a partner with access to diverse and well-trained talent, and the ability to deliver high-quality solutions at scale. Given the mission-critical nature of services required, our client requires a sophisticated partner capable of delivering high quality, best-in-class solutions in accordance with specific guidelines and key performance indicators that they define and measure.

Our Partnership. We began our partnership with this leading social media network in 2018 by providing discrete content moderation services in Bulgaria. With the acquisition of CCC, whose relationship with this client started in 2017, we significantly increased the scope and volume of services we provided for this client.

We primarily provide content moderation services, which consists of analyzing flagged content routed to us by our client for compliance within stated community guidelines and policies. Flagged content is analyzed by our team members who determine if content should be cleared or escalated based on a combination of elements, including AI and human judgment. In addition to content moderation, we provide data-tagging services, which leverages human talent to identify and tag content which is then used and processed by our client to improve AI models for multiple use cases, including proactive identification of certain categories of content for enhanced safety. We also provide profile review and brand safety services to validate authenticity of profiles, identify fraudulent accounts and provide brand safety solutions that validate accounts or pages that are eligible for advertising solutions.

We dedicate thousands of team members, who are moderating UGC across four continents, in over 50 countries and in approximately 30 languages, to our client. We are routinely recognized by our client for our high quality of service, as measured by action consistency, reason consistency, false positives and false negatives. Our client also recognizes us for our practices with respect to training and support of our team members, including our approach to moderator wellness. We have developed a sophisticated approach to what we call our well-being support life-cycle that starts with recruiting and identifying talent through ongoing support of our team members. Our recruiting and assessment processes include psychological evaluations and a structured interview process to identify uniquely qualified, resilient talent. Our onboarding process includes resilience training to equip our team members with the tools to navigate challenges of the job. We offer ongoing stress management training, and communication and coaching for managers, and in certain markets, proactive and ad hoc psychological counselling, regular floor walks by psychologists, team building activities and group sessions.

Over the course of our client relationship, we have consistently expanded our services and grown revenues on the basis of demonstrated quality, the sophistication and scalability of our solutions, and the ability to keep pace with demand across multiple regions and countries. We are routinely measured against key performance dimensions including moderator wellbeing, effectiveness, efficiency, and innovation, and have consistently delivered higher scores in these areas than our competitors as measured by our client.

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Solutions/Services Provided. CX process consulting (employee journey mapping), AI/ML Solutions (Data annotation), Content Moderation, Trust & Safety

Google

Client and Situation. Google is a globally recognized technology company that specializes in internet-related services and products, which include online advertising, internet search, cloud computing, software and hardware. Google was our second largest client by revenue in fiscal 2019.

Google was facing challenges recruiting and retaining top-tier talent to provide technical support to its customers.

Our Partnership. Our relationship with Google began in 2009 and has grown significantly in scope to encompass multiple support services across multiple products. Google's initial goal was to find a strategic long-term partner that would be able to provide its customers with high-quality support and function as a natural extension of Google's workforce. Google was particularly focused on choosing a partner that shared its emphasis on culture and community and one that would mirror its values. Since 2011, TELUS International's dedicated support team for Google has grown from 55 to over 2,400 team members for a growth of over 4,400%. With members located across eight countries, engaging with B2B and B2C customers to provide complex "engineer-to-engineer" support requiring deep technical expertise in product design, configuration and uses for many of Google's most widely used products, including Google Cloud Platform, Workspace (formerly G Suite), Nest, G Pay, Google Play, Google Fi and Google Maps. We became one of Google's strategic partners for complex, omnichannel sales, customer care and technical support. Our evolving go-to-market relationship with Google represents over ten years of client engagement, during which we supported 11 business lines and 30 programs within those business lines.

Beyond providing high-quality technical support, we have worked with Google to develop and implement practices with respect to recruiting, training and workforce optimization. For example, prior to our partnership, Google did not have a formal training curriculum for new hires on its Google Cloud support team. We worked with Google to design a curriculum that is still in use today. We also worked with Google to develop a playbook to standardize the recruiting, hiring and onboarding processes associated with business expansions, which reduced the time it took for new hires to become proficient and minimized attrition.

Additionally, Google utilizes our trust and safety offerings to monitor online forums and online support communities. As testament to our cultural alignment, we also provide services to improve the user experience of the entire suite of applications for Google's customers with disabilities. With our acquisition of Lionbridge AI, which has been partnering with Google since 2006, we will expand our range of value-added services to include critical data annotation services used by Google's search, advertising and media products, including YouTube.

Solutions/Services Provided. CX Process Consulting, Managed Solutions, Managed Cloud Services, AI/ML Solutions, Learning Excellence Solutions, Omnichannel Customer Experience, Content Moderation, Trust and Safety

Zynga

Client and Situation. Zynga is a leading gaming company that develops, markets and operates social games as live services played on mobile and social networking platforms. It also provides advertising services including mobile ads, engagement offers and sponsorships to advertising networks, agencies and brokers.

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Our relationship with Zynga began in 2009 when they were initially looking for a customer experience partner to provide scalable player support for their signature game, Farmville, which was experiencing significant growth.

Our Partnership. We have provided customer support to Zynga for over a decade. The initial scope of our work focused primarily on email support for Farmville gamers, and has since expanded to include more complex and value-added support as our relationship has evolved into a digital-focused and insights-driven business strategy partnership. Our multilingual team of over 230 dedicated members provides various services, including omnichannel player support, providing data analytics, and trust and safety solutions, including community moderation, content management and campaign management. We seek to continually improve the overall player experience by leveraging our data and insights to implement business process improvement initiatives and build upon program successes.

Our continued success with Zynga is driven by our team members' deep understanding of "gamer culture" and our intense focus on "thinking like a player." This insight and focus has enabled us to deliver high levels of service across multiple channels and drive higher levels of player satisfaction. This has been demonstrated in measurable metrics that are tracked by our client.

We continue to be a strategic partner to our client in improving the gamer experience by delighting Zynga's customers and supporting the gamer journey. As a result of our long term partnership, we have built significant domain experience within the gaming vertical that we are able to leverage for the benefit of other leading games publishers.

Solutions/Services Provided. Omnichannel Customer Experience, Content Moderation, Trust and Safety, Customer Analytics, CX process design.

Leading Communications and Media Company

Client and Situation. Our client is a leading U.S. satellite service provider that offers satellite television, audio programming, broadband services and interactive television services. They serve more than 12 million subscribers and have more than 16,000 employees.

Our relationship began when the client needed a partner to help them process exponentially growing volumes of subscriber data. The client's existing infrastructure and processes were unable to support the rapid growth in data, which was impeding the successful delivery of customer care due to delays in service resolutions. Our team architected a solution to efficiently and securely process subscriber data in real time by connecting parallel, disparate processing systems, configuring solutions that would dramatically reduce processing time, improve processing performance, and reduce enterprise database loads.

Our Partnership. Over 15 years, our relationship has evolved and expanded to include increasingly complex solutions and services across the design, build and deliver spectrum. We have co-innovated to design architecture and execute on various transformational technology-driven projects, including a comprehensive billing transformation initiative, and migrated away from legacy applications to a more scalable, next generation platform. In addition, we deliver increasingly complex solutions like enterprise data lakes and interactive UI customer experiences. Currently, we are in a multi-year contract and believe we are one of the client's preferred partners for technology transformation. As a strategic partner, we support all phases of our client's software development life cycle for the entire Operation Support System (OSS)/Business Support System (BSS) and partner on several other next-gen initiatives, such as 5G.

We dedicate talented and diverse team members to support our client, including 260 IT professionals across two locations in the United States, and 150 IT professionals in India, which act as an extension of the client's internal IT teams.

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Solutions/Services Provided. Digital strategy (Architecture Consulting, Technology Transformation), UX/UI Design, Engineering, App Dev and QA (OSS/BSS enterprise applications, platform development), Analytics (big data and data science), Managed solutions (IT support)

Leading Logistics Provider

Client and Situation. Our client is a leading multi-national logistics and delivery services company. The company provides transportation, e-commerce, and business services in over 200 countries across the globe.

In 2019, our client needed a partner to transform critical components of their digital customer engagement. The client was looking for a partner to drive digital transformation across their business that could drive operational efficiency, reduce friction for their customers, and most importantly, co-innovate with them. The process started with a large number of competing companies and they ultimately chose TELUS International for our ability to design, build and deliver innovative solutions throughout the customer experience.

Our Partnership. We worked with this client to drive digital transformation leading to operational efficiency across the business. Guiding our design process was a goal to reduce friction for customers. We leveraged our Lean Six Sigma team to map the customer, system and employee journey to identify pain points. Our "Lean Six Sigma" team identified multiple opportunities for innovation and we implemented solutions that utilize our build and deliver capabilities including robotic process automation, chatbots, automated messaging platforms, password verification and case creation and UX/UI design improvements.

For example, we delivered an automated "bot" solution focused on the client's knowledge management systems that enhanced usability and addressed inefficiencies related to cross-platform searches. By automating the process, we successfully reduced the average handle time for certain requests by up to 22%.

Additionally, our journey mapping experts identified meaningful inefficiencies in the client's website and our UX/UI experts designed a streamlined solution. This helped us achieve stated goals of reduced customer experience friction and reduction in costs.

These solutions significantly improved the new hire training experience, as new team members who trained with these newly developed tools demonstrated equal or better proficiency faster compared with their more tenured teammates.

Our partnership with the client has grown significantly to over 1,000 team members serving the client from three countries and supporting seven lines of business. We continue to find new ways to add value with the client by leveraging AI, big data and speech analytics capabilities to design, build and deliver additional automation and digital transformation.

Solutions/Services Provided. UX/UI Design, CX Process Consulting, Engineering, App Dev and QA, AI/ML Intelligent Automation, Managed Solutions (Learning Services, Contact Center), Customer Experience

Fast-Growing FinTech Company

Client and Situation. Our client is a U.S.-based FinTech software company that provides a payments platform and infrastructure enabling companies to accept payments and manage their business online. As a growing technology company, the client is keenly focused on their payments platform and preventing fraudulent activity. This client is a digital native organization that regularly invests in building their ecosystem of AI-powered tools. When it came time to improve trust and safety, by way of minimizing fraud, they turned to TELUS International for help designing and delivering a complete solution to support their AI-based tools.

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Our Partnership. Our partnership began in 2015, with five team members supporting trust and safety services. Since the relationship began, our team has grown significantly driven by our high quality of service and collaborative partnership. As their strategic partner we currently operate across multiple geographies and now have over 335 FTEs across multiple program initiatives. The programs include:

•: User Safety. User protection and fraud prevention
•: Risk. Account provisioning and ID verification
•: Underwriting. Protecting our client from those who do not meet our client's terms of service
•: Account Security. Support change in account ownership

To mitigate the risk tied to the various accounts and transactions, the client developed a platform that utilizes AI to identify suspicious activities. The AI platform and processes were untrained in the way it treated various account types. In particular, the client was concerned with customer profiles that leveraged their platform but also had their own sub accounts, making this a complex and high-profile segment. For this complex segment they reached out to TELUS International.

In January 2020, leveraging our process-mapping experts and Six Sigma data analysts, the team analyzed incident arrival patterns over the course of a multi-week engagement. Using the analysis, the team developed a process and workflow that worked in conjunction with the AI tools that mitigated the incidents and streamlined the protection of the key customer accounts. The TELUS International team leveraged our existing delivery team, but modified the existing workflow and processes to accommodate the enhanced fraud prevention techniques.

Between August and October 2020, over 100,000 reviews were completed. The solution was so successful the client rolled the procedures into an entire new workstream under their Trust and Safety Fraud Prevention program. As with many AI systems, the client recognized that continuous training leveraging human judgment as a key part of the current and future success of the system and continue to leverage TELUS International for this today.

Solutions/Services Provided. Business Process Transformation, UI/UX Solutions, CX Data Analytics, CX, Trust and Safety, Digital Assessment, Customer Care, CX Co-innovation

Sales

We have a robust sales strategy focused on profitably increasing revenues from existing clients and generating sales from new clients within our targeted verticals. Our holistic sales approach involves our "hunters", "farmers", client relationship managers, sales engineers, digital experts, digital services solutions teams and senior leaders. We run a highly coordinated sales and marketing organization that comprises strategy, solution design and bid management, marketing, lead generation, sales and account teams. We organize and track our sales and marketing activity by our industry verticals: Tech and Games, Communications and Media, eCommerce and FinTech, Healthcare and Travel and Hospitality. Our industry vertical-focused approach enables us to scale at speed and provide comprehensive solutions. We currently have approximately 200 team members in our sales, sales support, customer relationship management, and marketing teams located across our four geographic regions. As a client-centric organization, every one of our almost 50,000 team members is part of our sales effort by either directly leading our sales pursuits or by supporting sales activities. This mindset demonstrates our intense focus on exceptional service for our clients.

We have well-defined criteria for targeting sales opportunities with new and existing clients. Our target clients are companies that are looking to strengthen and maintain their brands based on innovation, quality and a customer-centric approach, companies whose values are similar to ours and companies that prioritize digital disruption and automation. Prospects are typically disruptive players in technology-focused sectors where buyer preference aligns with our core strengths. For new clients, this criteria includes: potential for significant scale; unique needs not easily solved by traditional

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outsourcing; accelerated decision making; the need for a provider to help lead it through its digital transformation; interesting and engaging opportunities for our team members; and targeted geographic clusters. For existing clients, we target additional growth opportunities by assigning dedicated senior relationship owners, investing in research and solutions and leveraging marketing support for our strategic and growth clients. We do this by developing deep relationships with several key decision makers at each of our clients, including customer experience officers and other senior members responsible for CX. These connections provide invaluable insight into our clients' needs.

Our overall market and account-specific strategies help guide our lead generation efforts. We market our services to both existing and potential clients through our business development team and our customer relationship managers. Our sales governance process is established to provide thorough oversight over every deal by the core elements of our business, including operations, sales, finance, human relations and other relevant functions to achieve the right coordination across the business.

We actively and routinely evaluate the performance of our sales team against established quotas and by tracking total contract value and current in-year revenue of our "sales funnel". These potential revenues are probability-weighted, organized by vertical and separated into four stages, each representing varying degrees of likelihood that potential service contracts will be converted to sales. We have rigorous management and reporting procedures focused on maintaining the accuracy, integrity and quality of our sales funnel. Our teams bring years of industry-specific expertise to sales engagements and they understand the unique requirements and challenges of our disruptive technology clients and how to build a relationship that can scale and adapt with their changing needs.

We have a disciplined proposal management process that has been designed to deliver an accurate assessment of the opportunities we identify. Throughout the process, we carefully evaluate opportunities not only for projected profitability, but also for cultural alignment. Once an opportunity has been identified, our proposal management process starts with opportunity evaluation by working closely with the sales and CRM teams. This is followed by solution design which includes design and pricing input from various teams, including senior leaders, strategists, human resources, workforce management and IT. After this stage, pricing is generated by thoroughly reviewing various pricing components, followed by a systematic and documented proposal governance process that includes credit approval and legal, regulatory and tax reviews. Finally, a proposal is drafted and the proposed solution and deal structure are reviewed by senior leaders. Once approved, the final step involves creation of sales contracts and other legal documents based on the approved proposal.

Existing Clients. We strive to deeply entrench ourselves with our clients, adding value and delivering exceptional performance over time, which enables us to grow with them into the future. In our initial engagement with a client, which usually relates to a program in one or two lines of business, we seek to achieve operational excellence, after which we aim to expand the scope of our engagement into multiple lines of business, service offerings and geographies, and become more embedded in our clients' businesses. We then benefit from being better positioned to help our clients identify new partnership opportunities.

We are increasingly using a co-innovation model through which we seek to continuously improve and innovate our solutions together with our clients in a manner tailored to their requirements. We use the experience and knowledge we gain from each service we provide to a client to learn about its business and processes to identify additional opportunities for value creation and service delivery. We build strong relationships with our clients' key senior executives involved in designing and implementing the customer experience and digital journey. We use these connections to ensure client service levels are maintained, share technology and industry developments, and to seek out new, high complexity, profitable opportunities with high-quality delivery.

New Clients. We seek to create relationships with new clients that see CX/DX as a brand differentiator and value our solutions and services. Our sales and engineering teams are trained to seek

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out deals and opportunities within their business divisions by continuously identifying trends. We use our delivery locations to refine our capabilities, discover and analyze the latest technology trends and leverage horizontal capabilities across industry verticals. Opportunities are identified in both traditional and digitally focused areas of the company. Once potential clients are identified, we seek to engage with the management and IT personnel of the prospective client, by assigning a team of specialists, solutions and sales and engineering teams who work in a structured and disciplined way to design and propose offerings. Our framework enables us to gain a thorough understanding of the prospective client's business model along with their technology architecture and infrastructure to arrive at bespoke and holistic solutions that span design, build and deliver.

We also acquire new clients outside of our traditional framework. We have gained, and expect to continue to gain, new clients through referenceable relationships and through acquisitions. Client lists and prospects gained through acquisitions are reviewed to identify revenue expansion opportunities due to our geographic coverage, language capabilities and cross-selling potential. In our experience, our existing clients often provide references based upon our track record of excellent performance, which has led to new sales. Furthermore, we gain new clients as the decision makers from existing clients move to new companies. We believe the deep and strong relationships we build with these decision makers are enduring and often lead to opportunities at their new companies.

Our approach to client engagement has enabled us to steadily grow our client base and build long-term relationships, which we have leveraged to expand revenue from our clients over time. We have experienced steady growth in our client base, consistently gaining new clients annually.

Marketing

We believe we have a unique brand appeal that is recognized and appreciated globally. We seek to be the provider of choice for global brands who value premium CX/DX and we are widely recognized for our caring culture. We focus on driving demand and brand awareness through a combination of thought leadership content on the overall industry and vertical and horizontal solutions, digital/web marketing, industry recognition in the form of awards and rankings and customer events, which appeal to both clients and team members.

Thought Leadership. We leverage our content to enhance awareness of our brand and expertise and have partnered with industry experts, such as SuperData, and analyst research firms, such as IDC, Frost & Sullivan, and Everest Group, to create white papers. We continue to research emerging CX and DX trends, challenges, and focus areas in the industries we serve and periodically publish our findings through blog articles and brochures. We also use these findings to serve our clients with thought leadership to identify opportunities for growth and innovation.

Digital Marketing. Our strong digital media presence and engagement through our website and social media presence drive lead generation, brand awareness and sales each year. Through the launch of TELUS International Studios, a dedicated podcast channel, we share CX/DX success and insights by partnering with leading brands and industry experts. Our global marketing teams leverage state-of-the-art marketing automation tools to capture and nurture leads from across channels and integrate them with our global sales operations. Our ability to amplify our content through various search engine optimization and management initiatives, including digital ad campaigns, has helped drive an increase in web traffic, which enables prospective clients to more easily find us.

Recognition. We have earned numerous industry recognition and awards by participating in industry evaluation reports conducted by research firms such as Gartner, Everest Group, Frost & Sullivan, NelsonHall, IDC MarketScape and HfS Research. Recent awards include Everest Group's CXM Services PEAK Matrix 2020—Leader & Star Performer, which we earned for the second consecutive year. We are frequently recognized by various global and regional professional bodies as a desirable place to work among top employers globally for our engaging culture and our commitment to corporate

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social responsibility. We leverage this recognition to showcase the strength and success of our abilities to clients who seek industry-leading digital transformation partners.

Public Relations. Our marketing strategy includes brand positioning through targeted news coverage in business publications such as Inc. and CEO Today. We also manage a structured pipeline of upcoming press releases covering analyst relations, business updates and management and team member updates.

Competition

The sectors in which we compete are global, fragmented, and rapidly evolving. We face competition primarily from:

•: in-house technology and customer experience management teams;
•: digital transformation services providers such as Endava, EPAM and Globant;
•: globally diversified IT and BPO service providers such as Accenture, Cognizant, Genpact and WNS;
•: customer experience providers such as 24-7 Intouch, TaskUs, Teleperformance S.A. and Webhelp; and
•: with our acquisition of Lionbridge AI, data annotation providers such as Appen.

We believe that the main competitive factors in our business include digital capabilities, comprehensiveness of offerings, vertical and process expertise, global delivery capabilities, team member engagement and retention, reputation, track record and financial stability. We believe that we compete favorably with respect to each of these factors.

Our Team Members

We have almost 50,000 team members around the globe. The majority of our team members are directly or indirectly delivering services to our clients. At September 30, 2020, approximately 97% of our team members worked in this capacity while the remaining 3% worked in sales and marketing or other corporate support functions. Our team members possess a wide variety of skills and capabilities, in areas such as DevOps, solutions architecture, digital transformation, cloud transformation, UI/UX design, QA testing and customer experience management.

Our team members are located in over 20 countries across four geographic regions. The following tables show our team members by function and geographic region:

Function

Delivery of our services	47,080	37,041	31,524
Sales and Marketing, or other corporate support functions	1,244	1,061	759

TOTAL	48,324	38,102	32,283

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Region

Asia-Pacific⁽¹⁾	19,248	19,238	16,071
Europe⁽²⁾	14,251	6,449	5,839
Central America⁽³⁾	11,681	9,923	7,688
North America⁽⁴⁾	3,144	2,492	2,685

TOTAL	48,324	38,102	32,283

(1): Comprises Philippines, India, China and Turkey.
(2): Comprises Austria, Bulgaria, Bosnia and Herzegovina, Germany, Ireland, Latvia, France, Poland, Romania, Slovakia, Spain, Switzerland and United Kingdom.
(3): Comprises El Salvador and Guatemala.
(4): Comprises Canada and the United States.

We believe our differentiated culture drives greater team member engagement and retention, which leads to superior outcomes for us and our clients. As a result, sourcing, recruiting, developing and retaining talented team members is critical to our ongoing success.

Talent Acquisition. We seek to employ team members who share our unique values, possess the specialized skillsets needed to enable our clients' digital journeys and who are inspired by giving back to their local communities. We believe that our caring culture, which includes a commitment to team member growth and development, makes us a preferred employer in the regions where we have delivery locations. During 2019, nearly 40% of our almost 26,000 new full-time team members were hired based on current team member referrals, demonstrating that our team members consider us to be a preferred employer. We also recruited on campus and through multiple digital channels, screening over 110,000 candidates. We build our talent acquisition funnel through a combination of branded campaigns, social media, job portals, online job fairs and events, including hack-a-thons, and university and specialized academic partnerships for specialized roles. We have partnered with approximately 300 colleges and universities around the globe.

Training and Coaching. We believe it is important for our team members to grow with us both personally and professionally. Our talent strategy includes developing expertise around the specific technologies, tools and frameworks required to successfully execute projects for our clients in an increasingly digital economy. We strive to create thought leaders with deep industry acumen. This entails providing access to opportunities to further develop our team members' skills which enables them to handle a wider variety of responsibilities. In several delivery locations, we work in partnership with local, accredited universities to provide training programs. For example, through our TELUS International University program, team members have access to subsidized tuition and onsite classes to earn approximately 2,000 degrees. We also provide mentoring programs, leadership courses through our "Learning @ TI" roadmap and have our own "Learn and Grow" curriculum for team member development and personalized coaching. As part of our broader efforts to support our team members' overall well-being, we extend many training and development opportunities to their family members.

Retention. Our culture, team member engagement efforts, recruiting and training programs are all designed to establish us as the employer of choice in our markets, and to maximize retention of our team members. We reward exceptional performance, celebrate diversity, host team building events, provide opportunities for team members to volunteer in their communities and celebrate accomplishments and mark special occasions together. To make team members feel more valued and connected to our organization, we recognize important professional and personal milestones such as promotions, anniversaries, birthdays and new family members. We also offer market-based compensation, a flexible work environment, and benefits tailored to meet the unique needs of our team members. For example, in certain delivery locations, we extend healthcare benefits to team members'

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and their immediate families, including parents, as well as allowing extended families access to onsite healthcare professionals.

To strengthen our team members' connections with each other and with us, we have built our own social network called Cosmos, and sponsor many special interest and affinity groups and athletic teams, which foster a sense of belonging and community. Giving back as a team, including through the "TELUS Days of Giving", monthly community service days and our Helping Our People through Education ("HOPE") program, is an essential part of our caring culture and we believe our giving back makes a meaningful difference where we live, work and raise our families.

Our collective efforts lead to higher retention. Our voluntary attrition rate for our team members who had completed our standard six-month training program was 17% for the nine months ended September 30, 2020.

Diversity and Inclusion. Diversity, acceptance and inclusion are integral components of our caring culture. For our team members, whose backgrounds reflect the breadth of our global footprint, our commitment to diversity and inclusiveness promotes engagement and empowers them to serve as advocates for positive social change.

We see team member diversity as a significant competitive advantage, fostering creativity and innovation and leading to better customer experiences and financial outcomes. We aim to provide equal opportunities for all team members and proactively seek candidates from varied gender identities and cultural backgrounds. We are committed to diversity and inclusion across our entire organization, which is supported by our vision, values, culture and strategy. At September 30, 2020, women represented approximately 45% of our total workforce (excluding the Montreal call center and CCC).

Our approach to talent acquisition, training and coaching, retention, and diversity and inclusion are the cornerstones of our culture. Our CVC framework establishes how our caring culture leads to a better environment for our team members which contributes to high client satisfaction and better outcomes for our clients and our shareholders. We believe our caring culture drives higher team member engagement, which leads to lower team member attrition. Longer-tenured team members develop more advanced skills leading to better end-customer outcomes and higher revenues for clients and for us. We consistently see the benefits driven by this model, and will continue to use it as a guide in further elevating our digital transformation and customer experience services.

Our culture influences each and every team member interaction. We believe our ongoing investments in attracting and hiring team members who share our values, training and coaching, community giving, and diversity and inclusion are culture builders that help drive team member engagement and retention.

Our Facilities

At September 30, 2020, we had 50 delivery locations in over 20 countries. We also have two corporate offices located in Toronto and Vancouver. All of our facilities are leased, with a total leased area of approximately 350,000 square meters (approximately 3,767,000 square feet).

We seek to establish our facilities in convenient locations, enabling our team members to remain in close proximity to where they live and ensuring they have easy access to public transportation, schools, parks and shopping malls, among other amenities. This, along with what we believe to be state-of-the-art, innovative and inspiring places to work, serves as a competitive advantage promoting team member engagement and team member retention.

Corporate Social Responsibility

At TELUS International, corporate social responsibility ("CSR") and giving back to the communities in which we operate is an integral part of our culture, and we believe a key factor in the

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success of our company. We believe that the focus of operating as a socially responsible company serves to motivate and deepen the engagement of our team members, builds stronger relationships with our clients and team members and positively impacts the communities in which we operate.

We understand the relationship between the success of our company and the well-being of the communities in which we live, work and raise our families. Many of our team members and clients take great pride in bringing meaningful change to their own communities. Our "TELUS Days of Giving" are annual volunteer events that unite thousands of our global team members around a common cause. Since 2007, TELUS International team members have volunteered their time to projects that have impacted the lives of nearly 150,000 people across the globe. These projects have helped support a wide range of causes such as education, healthcare, housing, the environment, children's safety, community development, employment, entrepreneurship, diversity and inclusion in several countries, including Bulgaria, El Salvador, Guatemala, India, Ireland, the Philippines, Romania and the United States. We are dedicated to creating ongoing, lasting partnerships with both our CSR partners and clients, who share our sense of social purpose. Some examples of our initiatives include:

Community Boards. We encourage our team members across the globe to stay active in their communities, including through our TELUS International Community Boards in the Philippines, Guatemala, El Salvador, Bulgaria and Romania. Since 2011, our Community Boards have distributed over $2.5 million to local charities. Community Boards bring together local community leaders, as well as our own local tenured team leaders, to support multiple grassroots charities in communities that may otherwise lack access to the resources they need to accomplish their social missions.

Gawad Kalinga Community Development Foundation. During our long-term partnership with Gawad Kalinga Community Development Foundation in the Philippines, we have created two new villages and built hundreds of homes for some of the nation's poorest families. Our team members routinely continue to volunteer at these villages teaching life skills, tutoring children and empowering previously unhoused people in their lives.

HOPE (Helping Our People through Education). HOPE is an eight- to ten-month program that teaches English and various job skills to students in Central America; upon completion, they are provided with an opportunity to secure long-term employment at TELUS International, with the goal of enabling them to support themselves and their families.

The "Give" After-School Program. For ten years, TELUS International volunteers in El Salvador have been actively involved in improving the education of young children. In partnership with Glasswing International, TELUS International volunteers lead after-school programs, sharing their skills in arts, sports and academics.

Team Member Affinity Groups. We support affinity groups for our team members. Spectrum, our resource group for lesbian, gay, bisexual, transgender, two-spirited, queer and allied team members, helps create a more diverse and inclusive work environment at TELUS International through social activism, education and community events. Connections is a women's network at TELUS International that seeks to create an inclusive community and connect women in the company through mentorship, speaker events, panels, workshops and other career development opportunities.

Our prioritization of CSR is intended to provide all TELUS International stakeholders with a shared sense of social purpose. Many of our clients join us to take part in our TELUS Day of Giving events around the globe each year, enabling us to work hand-in-hand with them to make a difference in improving the lives of children, enhancing education and alleviating extreme poverty. It is this kind of partnership that we aspire to create and that we believe is important to our current and future success.

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Legal Proceedings

From time to time, we may become involved in legal or regulatory proceedings arising in the ordinary course of our business, including those involving employee lawsuits and other matters. We accrue liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. We are not currently, nor since the beginning of our most recently completed financial year have we been, a party to any material litigation or regulatory proceeding and are not aware of any pending or threatened litigation or regulatory proceeding against us that could, if determined adversely to us, have a material adverse effect on our business, operating results, financial condition or cash flows.

Intellectual Property

We rely on a combination of copyright, trademark, service mark and trade secret laws in North America, Europe, and various countries in Asia-Pacific and Central America, along with contractual restrictions, monitoring programs and service providers, to establish and protect our intellectual property and proprietary rights. We also license third-party software, open source software and other technologies that are used in the provision of or incorporated into some elements of our services. Many parts of our business are reliant on proprietary technology and/or licensed technology, including open source software. See "Risk Factors—Risks Related to Our Business—We rely upon third-party providers of "cloud" computing services to operate certain aspects of our services and any disruption of or interference with our use of these cloud providers or increase in cost of their services could adversely impact our business, financial performance, financial condition and cash flows". We have also entered into a trademark licensing agreement with TELUS that allows us to use the "TELUS" brand in our business. See "Certain Relationships and Related Party Transactions—Our Relationship with TELUS—Trademark License Agreement" for a description of this agreement. Pursuant to the terms of that agreement we support TELUS in registering, monitoring, opposing and taking appropriate steps to protect TELUS and TELUS International's right to use the TELUS brand wherever we operate.

We control access to and use of our proprietary technology and other confidential information through the use of internal and external controls, policies and contractual protections with team members, contractors and clients. We control and monitor access to our software, documentation, proprietary technology and other confidential information and confirm ownership of our intellectual property wherever appropriate. Our policy is to require all team members and independent contractors to assign to us any inventions, trade secrets, works of authorship, developments, processes and other intellectual property generated by them on our behalf. In the case of senior team members, we place these obligations in employment agreements. We also require all team members to agree to protect our confidential information and provide annual training reminding them of the importance of these obligations. In addition, the service agreements we enter into with our clients include protections of our intellectual property rights and include appropriate confidentiality provisions.

See "Risk Factors—Risks Related to Our Business—Our business could be materially and adversely affected if we do not protect our intellectual property or if our services are found to infringe on the intellectual property of others" for a more comprehensive description of risks related to our intellectual property, proprietary rights and agreements with third parties.

Regulation

We are subject to a number of national, state, provincial and local laws and regulations in Canada, the United States and in each of the countries where we provide our services and where we operate our delivery locations. These laws and regulations cover a wide range of areas including anti-corruption, internal and disclosure control obligations, data privacy and protection, wage-and-hour standards, employment and labor relations, trade protections and restrictions, import and export control, tariffs, taxation, sanctions, data and transaction processing security, payment card industry data security

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standards, records management, user-generated content hosted on websites we operate, privacy practices, data residency, corporate governance, anti-trust and competition, team member and third-party complaints, telemarketing regulations, telephone consumer regulations, government affairs and other regulatory requirements affecting trade and investment. Some of the laws and regulations to which we are subject, and the interpretations of those laws and regulations, are still evolving and being tested in courts and could be applied or interpreted in unanticipated ways that could harm our business. See "Risk Factors—Risks Related to Our Business—We and our clients are subject to laws and regulations globally, which increases the difficulty of compliance and may involve significant costs and risks. Any failure to comply with applicable legal and regulatory requirements could have a material adverse effect on our business, financial performance, financial condition and cash flows".

The terms of our service contracts typically require that we comply with applicable laws and regulations in the jurisdictions in which we provide the services or in the jurisdictions where our clients are located. In certain cases, we are contractually required to comply with laws and regulations that apply to our clients, but not to us, and sometimes our clients require us to take specific steps intended to make it easier for them to comply with their applicable laws. In certain of our service contracts, our clients undertake to inform us about laws and regulations that may apply to us in jurisdictions in which they are located.

Labor and Employment. We are subject to laws and regulations governing our relationships with our team members in all countries where our team members reside. These laws and regulations include wage and hour requirements, work and safety conditions, benefits, citizenship requirements, work permits and travel restrictions.

Data Protection. We are typically required to process, and sometimes collect and/or store sensitive data of our clients and their customers, including, but not limited to, personal data regulated by the GDPR in the European Union, The Personal Information Protection and Electronic Documents Act and equivalent provincial statutes in Canada, the California Consumer Privacy Act and the California Invasion of Privacy Act in California, the Personal Data Protection Bill of 2018 in India, the Data Privacy Act of 2012 in the Philippines, and similar laws and regulations in each of the countries in which we operate and where we provide services. This data may include personally identifiable information such as names, addresses, social security numbers, personal health information, credit card account numbers, checking and savings account numbers and payment history records, such as account closures and returned checks. In addition, we collect and store data regarding our team members. The laws and regulations we are subject to impose various data protection requirements and other industry-specific regulations. The GDPR, for example, imposes privacy and data security compliance obligations and penalties for noncompliance. In particular, the GDPR has introduced numerous privacy-related changes for companies operating within and outside the European Union, including greater control for, and rights granted to, data subjects, increased data portability for European Union consumers, data breach notification requirements, restrictions on automated decision-making and increased fines. Additionally, foreign governments outside of the European Union are also taking steps to fortify their data privacy laws and regulations. For example, Brazil, India, the Philippines, certain countries in Central America and Asia and certain U.S. states where we operate and in some of the other countries where our client's customers reside have implemented or are considering GDPR-like data protection laws which could impact our engagements with clients (existing and potential), vendors and team members in those countries. We actively monitor data and privacy regulations in the countries in which we operate and in the countries where our clients' customers reside to ensure we develop policies and processes responsive to new regulations. See "Risk Factors—Risks Related to Our Business—The unauthorized disclosure of sensitive or confidential client and customer data could expose us to protracted and costly litigation, damage our reputation and cause us to lose clients".

Consumer Protection. As many of the services we provide involve our team engaging directly with the customers of our clients in a wide variety of interactions, we are subject to consumer protection

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laws and regulations related to these interactions in Canada, the United States and in the other countries in which we operate, including those related to telemarketing services, debt collection, credit reporting, healthcare-related data and in some cases the removal of prescribed content from social media sites.

Taxation. Several of our facilities, primarily located in the Philippines and India, benefit from tax incentives designed to encourage foreign investment. In the Philippines, these incentives are administered by the Philippine Economic Zone Authority ("PEZA") and initially provide a four-year tax holiday for each PEZA registered location, followed by a preferential tax rate of 5% of gross profit. The proposed Corporate Recovery and Tax Incentives for Enterprises ("CREATE") Act released in May 2020 contains modifications to existing tax incentive programs with a proposal to increase the 5% tax on gross profit to 10% by 2023. Certain of our delivery locations in India, which were established in Special Economic Zones, are eligible for tax incentives until 2024. These delivery locations were eligible for a 100% income tax exemption for the first five years of operation and a 50% exemption for a period of up to 10 years thereafter if certain conditions are met. Additionally, our operations in El Salvador benefit from a favorable tax exemption. See "Risk Factors—Risks Related to Our Business—Our financial condition could be negatively affected if countries reduce or withdraw tax benefits and other incentives currently provided to companies within our industry or if we are no longer eligible for these benefits", "Risk Factors—Risks Related to Our Business—Our business may not develop in ways that we currently anticipate and demand for our services may be reduced due to negative reaction to offshore / nearshore outsourcing or automation from the public", "Risk Factors—Risks Related to Our Business—Tax legislation and the results of actions by taxing authorities may have an adverse effect on our operations and our overall tax rate", "Risk Factors—Risks Related to Our Business—Certain income of our non-Canadian subsidiaries may be taxable in Canada, and if the Canadian tax authorities were to successfully dispute the quantum of such income, our tax expense and tax liability may increase", "Risk Factors—Risks Related to Our Subordinate Voting Shares—There could be adverse tax consequence for our shareholders in the United States if we are a passive foreign investment company".

Corporate Structure

We are currently an indirect subsidiary of TELUS, which, as at the date of this prospectus, has 62.6% of the combined voting power in our company. After this offering, TELUS will remain our controlling shareholder. See "Principal and Selling Shareholders". As at December 31, 2019, and not including the entities acquired in connection with the acquisition of CCC and Lionbridge AI, we have the following "significant subsidiaries", as such term is defined in Rule 1-02 of Regulation S-X under the Securities Act, all of which are directly or indirectly wholly-owned:

•: TELUS International Philippines, Inc. (Philippines)
•: Transactel (Barbados), Inc. (Barbados) (continued into Transactel (2020) Limited (Malta) in July 2020)
•: Xavient Digital LLC (Delaware)

In addition to those subsidiaries listed above, we also have the following disclosable subsidiaries under Canadian securities laws:

•: Voxpro Limited (Ireland)
•: TELUS International (U.S.) Corp. (Washington)
•: Callpoint New Europe EAD (Bulgaria)

Our other subsidiaries, excluding those listed above, each represent 10% or less of our total consolidated assets and 10% or less of our total consolidated revenues and together represent less than 20% of our total consolidated assets and less than 20% of our total consolidated revenues.

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MANAGEMENT

The following table sets forth certain information regarding our directors and executive officers as at the date of this prospectus. The terms of office of each of our directors expires . The business address for our directors and executive officers is Floor 7, 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3.

Name	Province/State and Country of Residence	Age	Position

Jeffrey Puritt	Nevada, United States	57	President, Chief Executive Officer and Director
Marilyn Tyfting	British Columbia, Canada	50	Chief Corporate Officer
Vanessa Kanu	Ontario, Canada	43	Chief Financial Officer
Charles Koskovich	Colorado, United States	52	Chief Operating Officer
Michael Ringman	Colorado, United States	49	Chief Information Officer
Michel E. Belec	British Columbia, Canada	57	Chief Legal Officer and Corporate Secretary
James Radzicki	California, United States	50	Chief Technology Officer
Josh Blair	British Columbia, Canada	47	Chair and Director
Kenneth Cheong	Singapore	52	Director
Doug French	Ontario, Canada	55	Director
Tony Geheran	British Columbia, Canada	57	Director
Stephen Lewis	British Columbia, Canada	56	Director
Jimmy Mahtani	Singapore	44	Director

Our Executive Officers

Jeffrey Puritt has served as our President and Chief Executive Officer since 2016, when he also became a member of our board of directors and was appointed to serve as an Executive Vice-President of TELUS Communications Inc. (our parent company). Mr. Puritt joined TELUS in 2001, in progressively senior leadership positions across Finance and Administration, IP Applications Business Development, New Product and Service Development, Ventures and Mergers and Acquisitions. Mr. Puritt has led TELUS International since 2008. Mr. Puritt was named "Executive of the Year" at International Business Awards (Stevie Awards) for 2016. Mr. Puritt was raised in Tanzania, where he spoke Swahili before learning English. His upbringing influenced his worldview and commitment to greater social justice, and he is proud to lead and participate in TELUS International's global corporate social responsibility efforts. Mr. Puritt serves on the board of directors for AGS Health, a private, analytics driven, technology-enabled revenue cycle management company that provides medical billing, medical coding and business analytics services to healthcare providers in the United States. He also served as the honorary chair for a not-for-profit organization that has pioneered the integration of youth with disabilities into the mainstream of society, from 2011 to 2016. Mr. Puritt holds a Bachelor of Arts degree from York University and a Bachelor of Laws degree from Osgoode Hall Law School.

Marilyn Tyfting has served as our Chief Corporate Officer since 2015 and from 2009 to 2015 she was the Vice President of Human Resources for TELUS and TELUS International. She served as Vice President, Human Resources of Rogers Communications Inc. from 1997 to 2007, and prior to that as Director, Human Resources from 2001 to 2003. Before 2001, Ms. Tyfting held human resources and labor relation roles with the University of British Columbia and BC Transit. She is currently the Vice-Chair of TELUS Vancouver Community Board and a member of the Presidents Group for accessible employment. Ms. Tyfting holds a Bachelor of Commerce and Masters of Science in Business Administration degrees from the University of British Columbia.

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Vanessa Kanu has served as our Chief Financial Officer since September 2020. Prior to joining TELUS International, Ms. Kanu spent 16 years at Mitel Networks Corporation in increasingly senior leadership roles, including as Chief Financial Officer from 2019 to 2020. Prior to that she was at PricewaterhouseCoopers. Ms. Kanu currently serves on the Board of Directors of The Ottawa Hospital Foundation, where she is a member of the Finance and Audit Committee. She also serves on the Board of Directors of Thorn, a not for profit organization with a mission to eliminate child sexual abuse materials from the internet. She holds a Bachelor of Science degree from the University of Hull, England. Ms. Kanu is a Chartered Professional Accountant in Canada, a Certified Public Accountant in the United States (Illinois State) and is a member of the Institute of Chartered Accountants of England and Wales.

Charles Koskovich has served as our Chief Operating Officer since January 2017. Prior to joining us, he was the Divisional President and Senior Vice President, Global Customer Care at Xerox Holdings Corporation from 2015 to 2017. Mr. Koskovich also spent time as Senior Vice President, Operations at Concentrix from 2012 to 2015, Vice President, Customer Support Operations at Blackberry Limited from 2009 to 2012, Senior Vice President, Operations for TeleTech Holdings Inc. from 2005 to 2009 and Vice President, DISH Network Customer Care Operations for EchoStar Corporation from 2003 to 2005. He holds a Bachelor of Business Administration degree from the Metropolitan State University of Denver, a Master of Organizational Management, Organizational Leadership degree from the University of Phoenix in 1990 and completed Executive Education with Harvard School of Business in 2017. Mr. Koskovich currently serves as a director of the Caroll Education Foundation and as Chairperson of Friends of Wewak and the Denver Workforce Development Board.

Michael Ringman has served as our Chief Information Officer since 2013. Prior to joining us, he served as Vice President of Global Infrastructure of TeleTech Holdings Inc. from 2004 to 2012 and as its Director Converged Communications from 2002 to 2004. Prior to his time at TeleTech Holdings Inc., he was a Network Consultant at IBM Global Services from 1996 to 2000. Mr. Ringman holds a Bachelor's degree in Science and a Masters of Sciences in Telecommunications degree from the University of Colorado Boulder.

Michel E. Belec has served as our Chief Legal Officer and Corporate Secretary since 2017. He also supports our Governance Office and is principally responsible for our privacy functions worldwide. Prior to joining us, he served as Senior Vice President, Legal Services of TELUS and prior to 1996 worked with Rogers Communications, Inc. Mr. Belec began his career as an associate at Fasken Martineau. He holds a Bachelor's degree from Simon Fraser University and a Bachelor of Laws degree from Osgoode Hall Law School. Mr. Belec has completed various executive training programs and hosted numerous induction and learning programs both in and outside of TELUS International.

James Radzicki has served as our Chief Technology Officer since 2020. Prior to joining us, he served as Consulting Chief Information Officer for Spotlight Inc. from 2016 to 2017, Chief Information Officer for Alorica from 2014 to 2016, Executive Vice President and Chief Technology Officer for Stream Global Services from 2010 to 2013 and Vice President of Technology, Strategy and Governance for Network Solutions from 2008 to 2010. Prior to this, Mr. Radzicki held leadership positions at TeleTech Holdings Inc., including as Chief Information Officer from 2006 to 2008 and various IT positions including Vice President of Technology from 1996 to 2008. Mr. Radzicki holds a Bachelor of Science in Business Administration, Marketing and an Associate's Degree in Computer Information Science and Network Administration from Denver Technical College. He is a Certified Information Systems Security Professional.

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Our Directors

Josh Blair was elected to the board of directors on June 1, 2016 and serves as Chair of the board. Mr. Blair is a Co-Founder and the CEO of Impro.AI, a high-tech company that is enabling the benefits of executive coaching to be brought to employees at all levels of organizations on an affordable, effective and global basis. He also serves as the Vice Chair and Audit Chair for Carebook Technologies Inc., a digital health company listed on the TSX Venture Exchange. Additionally, Mr. Blair is a Partner at Esplanade Ventures, a venture capital firm focused on the health technology market. From 1995 through 2019, Mr. Blair served in increasingly senior leadership roles at TELUS Corporation, including as Group President from 2014 to 2019 overseeing TELUS International, TELUS Health, TELUS Business, TELUS Agriculture and TELUS Ventures. Mr. Blair holds a Bachelor Degree in Electrical Engineering from the University of Victoria and also completed the Executive Program at the Smith School of Business at Queen's University.

Kenneth Cheong was elected to the board of directors on June 1, 2016. Mr. Cheong is currently a Managing Director of Baring Private Equity Asia, where he joined in 1998. Prior to his time at Baring Private Equity Asia, Mr. Cheong served as Manager at Barclays de Zoete Wedd, where he joined in 1995 and remained until 1998, and Assistant Treasurer at DBS Bank, where he joined in 1992 and remained until 1995. Mr. Cheong holds a Bachelor of Science degree from the London School of Economics and Political Science.

Doug French was elected to the board of directors on September 23, 2020. Mr. French has served as Executive Vice-President and Chief Financial Officer of TELUS since 2016. Since joining TELUS in 1996, Mr. French has held progressively senior roles, including Senior Vice-President and Corporate Controller. Mr. French began his career as a Chartered Professional Accountant at Ernst and Young, where he worked for eight years before joining Clearnet, a predecessor company to TELUS. He holds a Bachelor of Arts (Honours), Commerce and Economics from the University of Toronto. Mr. French was appointed Fellow of the Chartered Professional Accountants of Ontario in 2017, and is a member of the International Accounting Standards Global Preparers Advisory Committee and the Prince's Accounting for Sustainability Project.

Tony Geheran was elected to the board of directors on May 13, 2020. He currently serves as Chief Customer Officer of TELUS, a position he has held since 2018. He formerly served as Executive Vice President and President of Broadband Networks at TELUS from 2015 to 2018. He previously served in increasingly senior leadership roles at TELUS beginning in 2001, including as Senior Vice President from 2013 to 2015. He was formerly employed at Cable and Wireless Ireland and Cable and Wireless Communications. Mr. Geheran holds a Diploma in Professional Marketing from the Cranfield School of Management, a Certificate in Business Administration from The Open University and received his Professional Qualifications in Mechanical and Electrical Engineering while serving in the Royal Navy.

Stephen Lewis was elected to the board of directors on June 1, 2016. He joined TELUS in 1997, serving in a variety of roles including VP of Corporate Strategy and Business Development. Since July 2016 he has served as Senior Vice President and Treasurer of TELUS, responsible also for Corporate Development, Pension Investments and Investor Relations. Mr. Lewis formerly served as a consultant at Deloitte Touche Tohmatsu Limited from 1994 to 1997 and an account manager at the Royal Bank of Canada from 1988 to 1992. He holds a Business Degree from Ivey Business School and a Master of Business Administration from INSEAD. He is a Chartered Financial Analyst charter holder.

Jimmy Mahtani was elected to the board of directors on June 1, 2016. He is currently Managing Director of Baring Private Equity Asia, a position he has held since 2006. He formerly served as Vice-President at General Atlantic Partners from 2000 to 2006. He holds a Bachelor of Science in Business Administration from Georgetown University.

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Corporate Governance

The NYSE listing requirements include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow "home country" corporate governance practices in lieu of the otherwise applicable corporate governance standards of the NYSE. The application of such exemptions requires that we disclose any significant ways in which our corporate governance practices differ from the NYSE listing requirements that we do not follow. When our subordinate voting shares are listed on the NYSE, we intend to continue to follow certain Canadian corporate governance practices. We do not intend to follow rule 312.03 of the NYSE listing requirements that requires that shareholder approval be required for certain events, such as the establishment of equity-based compensation plans and issuance of common shares or securities convertible into or exercisable for common shares to certain related parties. Neither Canadian securities laws nor British Columbia corporate law require shareholder approval for such transactions, except where such transactions constitute a "related party transaction" or "business combination" under Canadian securities laws or where such transaction is structured in a way that requires shareholder approval under the Business Corporations Act (British Columbia) (the "BCBCA") and the TSX may require shareholder approval be obtained in certain cases, in which case, we intend to follow our home country requirements.

Except as stated above, we intend to comply with the rules generally applicable to U.S. domestic companies listed on the NYSE. We may in the future decide to use other foreign private issuer exemptions with respect to some of the other NYSE listing requirements. Following our home country governance practices, as opposed to the requirements that would otherwise apply to a company listed on the NYSE, may provide less protection than is accorded to investors under the NYSE listing requirements applicable to U.S. domestic issuers. See "Risk Factors—Risks Related to Our Subordinate Voting Shares—As a foreign private issuer, we are not subject to certain U.S. securities law disclosure requirements that apply to a domestic U.S. issuer, which may limit the information publicly available to our shareholders".

The Canadian Securities Administrators have issued corporate governance guidelines pursuant to National Policy 58-201 Corporate Governance Guidelines (the "Corporate Governance Guidelines"), together with certain related disclosure requirements pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101"). The Corporate Governance Guidelines are recommended as "best practices" for issuers to follow. We recognize that good corporate governance plays an important role in our overall success and in enhancing shareholder value and, accordingly, we have adopted, or will be adopting in connection with the completion of this offering, certain corporate governance policies and practices which reflect our consideration of the recommended Corporate Governance Guidelines. The disclosure set out below includes disclosure required by NI 58-101 describing our approach to corporate governance in relation to the Corporate Governance Guidelines.

Board Composition

Under our articles, as amended and restated upon consummation of this offering, our board of directors will consist of a number of directors as determined from time to time by the directors. Under the terms of the shareholders' agreement we will enter into with TELUS and Baring upon consummation of this offering, our board of directors is expected to consist of eight directors at the time of this offering and will increase to 11 directors by the first anniversary of the offering, unless otherwise agreed to by TELUS and Baring. Under the terms of reference for our board of directors, unless otherwise required by applicable laws, our articles or the shareholders' agreement, the board of directors will not exceed 11 directors.

The composition of our board of directors will be subject to the rights of TELUS and Baring under the shareholders' agreement providing for certain director nomination rights. Our board of directors is expected to consist of eight directors at the time of the offering and will increase to 11

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directors by the first anniversary of the offering. The shareholders' agreement will provide that we will agree to nominate individuals designated by TELUS as directors representing half of our eight-director board at the time of the consummation of this offering, and a majority of the board upon appointment of a ninth director and thereafter, for as long as TELUS continues to beneficially own at least 50% of the combined voting power of our outstanding multiple voting shares and subordinate voting shares. Should TELUS cease to own at least 50% of the combined voting power of our multiple voting shares and subordinate voting shares, we will agree to nominate to our board such number of individuals designated by TELUS in proportion to its combined voting power for so long as TELUS continues to beneficially own at least 5% of the combined voting power of our outstanding multiple voting shares and subordinate voting shares, subject to a minimum of at least one director.

The shareholders' agreement will also provide that we will agree to nominate two individuals designated by Baring as directors at the time of consummation of this offering which, upon appointment of a ninth director to our board and thereafter, will be reduced to one individual designated by Baring, for as long as Baring continues to beneficially own at least 5% of the combined voting power of our outstanding multiple voting shares and subordinate voting shares.

In addition, the shareholders' agreement will provide that for so long as TELUS continues to beneficially own at least 50% of the combined voting power of our multiple voting shares and subordinate voting shares, TELUS will be entitled, but not obligated, to select the chair of the board and the chairs of the human resources and governance and nominating committees. The shareholders' agreement will also provide that, so long as TELUS or Baring, as applicable, is entitled to nominate at least one individual to our board, it will be entitled, but not obligated, to designate at least one nominee for appointment to each of our human resources committee and governance and nominating committee, subject to compliance with applicable securities laws and listing requirements of the NYSE and TSX. Also, our Chief Executive Officer will be nominated to the board of directors, in addition to directors nominated by TELUS and Baring.

For a description of TELUS and Baring's right to require us to nominate their designees to our board of directors, see "Certain Relationships and Related Party Transactions—Our Relationship with TELUS and Baring—Shareholders' Agreement." Subject to the arrangements described above, nominees for election as directors will be recommended to our board of directors by our governance and nominating committee in accordance with the provisions of applicable corporate law and the terms of reference of our governance and nominating committee. See "—Committees of the Board of Directors—Governance and Nominating Committee".

Our articles will provide that a director may be removed with or without cause by a resolution passed by a special majority comprised of 66²/3% of the votes cast by shareholders present in person or by proxy at a meeting and who are entitled to vote. The directors will be elected by the shareholders at each annual general meeting of shareholders, and all directors will hold office for a term expiring at the close of the next annual shareholders meeting or until their respective successors are elected or appointed. Under the BCBCA and our articles, between annual general meetings of our shareholders, the directors may appoint one or more additional directors, but the number of additional directors may not at any time exceed one-third of the number of current directors who were elected or appointed other than as additional directors.

Majority Voting Policy

In accordance with the requirements of the TSX, our board of directors will adopt a majority voting policy to the effect that a nominee for election as a director of our company who does not receive a greater number of votes "for" than votes "withheld" with respect to the election of directors by shareholders shall promptly tender his or her resignation to the chair of our board of directors following the meeting of shareholders at which the director was elected. The governance and nominating committee will consider such offer and make a recommendation to our board of directors

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whether or not to accept it. In its deliberations, the governance and nominating committee will consider any stated reasons why shareholders "withheld" votes from the election of that director, the length of service and the qualifications of the director, the director's contributions to our company, the effect such resignation may have on our ability to comply with any applicable governance rules and policies and the dynamics of the board, and any other factors that the governance and nominating committee considers relevant. Our board of directors will act on the governance and nominating committee's recommendation within 90 days following the applicable meeting of shareholders and announce its decision in a press release, after considering the factors considered by the governance and nominating committee and any other factors that the board of directors considers relevant. Our board of directors will accept a resignation except in situations where extenuating circumstances would warrant the director to continue to serve on the board of directors. Our majority voting policy will apply for uncontested director elections, being elections in which the number of nominees for election as director is the same as the number of directors to be elected.

Controlled Company Exemption

Following the completion of this offering, we will elect to be treated as a "controlled company" under the listing requirements of the NYSE because more than 50% of the combined voting power of our multiple voting shares and subordinate voting shares will be held by TELUS. See "Principal and Selling Shareholders". We intend to rely upon the "controlled company" exemption relating to the board of directors and committee independence requirements under the NYSE listing requirements until we are no longer eligible or until we determine otherwise. Pursuant to this exemption, we will be exempt from, among other things, the listing requirements that would otherwise require that our board of directors consist of a majority of independent directors and that our human resources and governance and nominating committee be composed entirely of independent directors. The "controlled company" exemption does not modify the independence requirements for the audit committee, and we intend to comply with the requirements of the Exchange Act, the NYSE listing requirements and applicable Canadian securities laws, which require that our audit committee have at least one independent director on the effective date of the registration statement relating to this offering, a majority of independent directors within 90 days following the effective date of the registration statement relating to this offering, and exclusively independent directors within one year following the effective date of the registration statement relating to this offering.

Director Independence

For purposes of the NYSE listing requirements, an independent director means a person who, in the opinion of our board of directors, has no material relationship with the Company. Under NI 58-101, a director is considered to be independent if he or she is independent within the meaning of Section 1.4 of National Instrument 52-110—Audit Committees ("NI 52-110"). Pursuant to NI 52-110, an independent director is a director who is free from any direct or indirect material relationship with us which could, in the view of our board of directors, be reasonably expected to interfere with the exercise of a director's independent judgment.

Our board of directors has undertaken a review of the independence of the directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning such director's background, employment and affiliations, including family relationships, our board of directors determined that are "independent directors" as defined in the NYSE listing requirements and NI 58-101.In making these determinations, our board of directors considered the current and prior relationships that each director has with our company and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our shares by each director and the transactions involving them described in "Certain Relationships and Related

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Party Transactions". The board will assess on a regular basis, and at least annually, the independence of directors and, based on the recommendation of the governance and nominating committee, will make a determination as to which members are independent.

Jeffrey Puritt is not expected to be considered an independent director as he is our Chief Executive Officer. Josh Blair, the chair of the board, as well as Doug French, Tony Geheran and Stephen Lewis are not expected to be considered independent directors as they are affiliated with TELUS, while Kenneth Cheong and Jimmy Mahtani are not expected to be considered independent directors as they are affiliated with Baring.

Meetings of Independent Directors and Conflicts of Interest. We will take steps to ensure that adequate structures and processes will be in place following the completion of this offering to permit our board of directors to function independently of management, including for purposes of encouraging an objective process for nominating directors and determining executive compensation. It is contemplated that the board of directors will consider, on the occasion of each board meeting, whether a board meeting without the members of management and non-independent directors would be appropriate and they will hold a meeting without the members of management and non-independent directors where appropriate.

In addition, our board of directors will ensure open and candid discussion among its directors by continuously monitoring situations where a conflict of interest or perceived conflict of interest with respect to a director may exist. Our board of directors may determine that it is appropriate to hold meetings excluding a director with a conflict of interest or perceived conflict of interest or such director may consider that it is appropriate to recuse themselves from considering and voting with respect to the matter under consideration.

Mandate of the Board of Directors

Our board of directors is responsible for the stewardship of the Company and overseeing the management of our business and affairs in accordance with the Business Corporations Act (British Columbia), our articles and the shareholders' agreement. This includes appointing our Chief Executive Officer and other members of the senior leadership team, considering and approving our objectives and goals and material changes thereto, approving our strategic plans and monitoring our strategic planning process, strategic plan execution and corporate performance against our objectives and goals, subject to the terms of the shareholders' agreement. In addition, we expect that our board will also receive and consider recommendations from our various committees with respect to matters such as the following:

•: the compensation of our directors;
•: criteria for board and committee membership;
•: persons to be nominated for election as directors and to each of the board's committees; and
•: matters relating to our code of ethics and conduct and corporate governance guidelines.

Certain of the actions of the board of directors are subject to the review and approval by TELUS, as our controlling shareholder. See "Certain Relationships and Related Party Transactions—Our Relationship with TELUS and Baring—Shareholders' Agreement".

Attendance Record

In 2019, there were five meetings of our board of directors. There was 100% director attendance at each of these meetings.

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Position Descriptions

Our board of directors will adopt a written position description for the Chair of the board of directors, which will set out the Chair's key responsibilities, including, among others, contributing to our strategy, providing management and leadership to the board of directors and facilitating its effective operation, duties relating to setting board meeting agendas, chairing board and shareholder meetings and director development and communicating with the Chief Executive Officer. The shareholders' agreement will provide that for so long as TELUS continues to beneficially own at least 50% of the combined voting power of our multiple voting shares and subordinate voting shares, we will agree to nominate a director designated by TELUS as the chair of the board.

Our board of directors will adopt a written position description for our Chief Executive Officer which will set out the key responsibilities of our Chief Executive Officer, including, among other duties in relation to recommending the strategic direction of our Company to the board of directors and pursuing its continued development and progression and monitoring annual business and operational plans and budgets that support our company's long-term business plans and strategies and leading their execution, participating in the strategic planning meetings that TELUS convenes, communicating with the board of directors, and fostering a caring culture. These position descriptions will be included as the terms of reference for each position, which will be included in our board manual.

Orientation and Continuing Education

Following the consummation of this offering, we intend to implement an orientation program for new directors under which a new director will receive a director's orientation manual including our key corporate governance documents and other information, meet with the chair of the board and attend orientation sessions with the Chief Executive Officer and other members of the management team, at which he or she will receive information and learn about our business purpose, strategic direction, operations and other matters.

Our governance and nominating committee will be responsible for overseeing director continuing education designed to maintain or enhance the skills and abilities of the directors and to ensure that their knowledge and understanding of our business remains current.

Term Limits and Mechanisms of Board Renewal

Each non-management director appointed to the board of directors will tender his or her resignation after serving 15 years on the board of directors. The governance and nominating committee will consider such resignation and have discretion to recommend to the board of directors that the term of the resigning director be extended for such period as the governance and nominating committee deems appropriate, if in our best interest to do so. Our board of directors has no other automatic mechanisms of board renewal. Our governance and nominating committee will be responsible for reviewing the composition of our board of directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us. Our governance and nominating committee is expected to conduct a process for the assessment of our board of directors, each committee and each director regarding his, her or its effectiveness and performance, and to report evaluation results to our Board. See "—Committees of the Board of Directors—Governance and Nominating Committee".

Committees of the Board of Directors

Upon completion of this offering we will have an audit committee, a human resources committee and a governance and nominating committee. Pursuant to the terms of our shareholders' agreement, for so long as TELUS continues to beneficially own at least 50% of the combined voting power of our multiple voting shares and subordinate voting shares, directors designated by TELUS will be appointed as the chair of the human resources and governance and nominating committees and there shall be a director designated by TELUS and Baring appointed to each of our human resources committee and

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governance and nominating committee, for so long as, in each case, there are sufficient directors designated by TELUS and Baring serving on our board.

Audit Committee

Upon completion of this offering, our audit committee will be comprised of and chaired by . Our board of directors has determined that is financially literate and meets the independence requirements for directors, including the heightened independence standards for members of the audit committee under Rule 10A-3 under the Exchange Act and NI 52-110. Within one year following the effective date of the registration statement relating to this offering, our audit committee will consist exclusively of independent directors within the meaning of NI 52-110. Our board of directors has determined that is "financially literate" within the meaning of the NYSE listing requirements, "financially literate" within the meaning of NI 52-110 and an "audit committee financial expert" as defined by Rule 10A-3 under the Exchange Act. For a description of the education and experience of each member of the audit committee, see "—Our Directors".

Our board of directors will establish written terms of reference setting forth the purpose, composition, authority and responsibility of the audit committee, consistent with the NYSE listing requirements, the rules of the SEC and NI 52-110 and our audit committee will review the terms of reference annually. The principal purpose of our audit committee is to assist our board of directors in discharging its oversight of, among other things:

•: the integrity of our accounting and financial reporting;
•: the independence, qualifications, appointment, compensation and performance of our internal and external auditors and the pre-approval of all audit, audit-related and non-audit services;
•: our disclosure controls and procedures and internal control over financial reporting, as well as our whistleblower and ethics processes;
•: review and approval or ratification of related-party transactions, including transactions with TELUS;
•: our compliance with applicable legal and regulatory requirements and company policies; and
•: our enterprise risk management processes, credit worthiness, treasury plans and financial policy.

The audit committee will also have the authority in its sole discretion and at our expense, to engage and set the compensation of outside legal, accounting or other advisors as necessary to assist in the performance of its duties and responsibilities.

For the years ended December 31, 2019 and 2018, we incurred the following fees by our external auditors, Deloitte LLP:

	Year Ended December 31, 2019		Year Ended December 31, 2018

Category of Fees
Audit fees⁽¹⁾	$	1,067,978	$	692,849
Audit-related fees⁽²⁾		326,922		49,604
Tax fees⁽³⁾		58,703		160,044
All other fees⁽⁴⁾		—		—

	$	1,453,603	$	902,497

(1): "Audit fees" include fees for audit service on a billed basis.
(2): "Audit-related fees" include fees for audits of subsidiaries.
(3): "Tax fees" include fees related to tax compliance, tax advice and tax planning.
(4): "All other fees" include other fees not included above.

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Human Resources Committee

Upon completion of this offering, our human resources committee will be comprised of and will be chaired by . As a "controlled company," our human resources committee is not required to be comprised entirely of independent directors. Our board of directors has determined that each of and is independent for purposes of NI 58-101. For a description of the background and experience of each member of our human resources committee, see "—Our Directors."

Our board of directors will establish written terms of reference setting forth the purpose, composition, authority and responsibility of the human resources committee consistent with the NYSE listing requirements and the rules of the SEC and our human resources committee will review the terms of reference annually. The human resources committee's purpose will be to assist the board in its oversight of executive compensation philosophy and guidelines, succession-planning and certain compensation and performance rating decisions. The principal responsibilities and duties of the human resources committee will include, among other things:

•: reviewing at least annually our executive compensation philosophy and guidelines;
•: in the absence of the Chief Executive Officer, evaluating at least once a year our Chief Executive Officer's performance in light of the goals and objectives established by the human resources committee and, based on such evaluation, approving the Chief Executive Officer's annual compensation;
•: reviewing and approving on an annual basis the evaluation process and compensation structure for members of our senior leadership team and, in consultation with our Chief Executive Officer, reviewing and approving the performance of the other members of our senior leadership team;
•: reviewing and approving the design of the annual performance bonus plan, and any establishment of or material changes to incentive compensation plans, employee benefit plans for the senior leadership team and all equity-based incentive plans of the Company or its subsidiaries;
•: prepare and recommend to our board of directors for approval our public disclosures related to executive compensation; and
•: reviewing at least once annually succession plans for the Chief Executive Officer and members of our senior leadership team.

Further particulars of the process by which compensation for our executive officers is and will be determined are provided under the heading "Executive Compensation."

Governance and Nominating Committee

Our governance and nominating committee will be comprised of and chaired by . As a "controlled company", our governance and nominating committee is not required to be comprised entirely of independent directors. Our board of directors has determined that each of and is independent for purposes of NI 58-101.

Our board of directors will establish written terms of reference setting forth the purpose, composition, authority and responsibility of our governance and nominating committee. The governance and nominating committee's purpose will be to assist our board of directors in, among other things:

•: identifying individuals qualified to become members of our board of directors;
•: recommending that our board of directors select director nominees for the next annual meeting of shareholders and determining the composition of our board of directors and its committees;

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•: developing and overseeing a process to assess our board of directors, the chair of the board of directors, the committees of the board of directors, the chairs of the committees and, individual directors;
•: developing, recommending and overseeing the effectiveness of our corporate governance policies and procedures;
•: reviewing director compensation; and
•: overseeing our public disclosure related to the foregoing.

In identifying new candidates for our board of directors, the governance and nominating committee will consider what competencies and skills our board of directors, as a whole, should possess and assess what competencies and skills each existing director possesses, considering our board of directors as a group, and the personality and other qualities of each director, as these may ultimately determine the boardroom dynamic.

It will be the responsibility of the governance and nominating committee to regularly evaluate our board of directors, the chair of our board and all board committees and their chairs. As part of its mandate, the governance and nominating committee will conduct the process for the assessment of our board of directors, each committee and each director regarding his, her or its effectiveness and contribution, and report evaluation results to our board of directors on a regular basis.

Code of Ethics and Conduct

Prior to the completion of this offering, we will adopt a code of ethics and conduct applicable to all of our directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer, which is a "code of ethics" as defined in section 406(c) of the Sarbanes-Oxley Act. The code of ethics and conduct will set out our fundamental values and standards of behavior that are expected from our directors, officers and employees with respect to all aspects of our business.

If we make any amendment to the code of ethics and conduct or grant any waiver therefrom, whether explicit or implicit, to a director or executive officer, we will disclose the nature of such amendment or waiver on our website to the extent required by, and in accordance with, the rules and regulations of the SEC.

Upon the effectiveness of the registration statement of which this prospectus forms a part, the full text of the code of ethics and conduct will be posted on our website at www.telusinternational.com and the System for Electronic Document Analysis and Retrieval ("SEDAR") profile at www.sedar.com. The information on or accessible through our website is not part of and is not incorporated by reference into this prospectus, and the inclusion of our website address in this prospectus is only for reference.

Our audit committee is responsible for reviewing and evaluating the code of ethics and conduct periodically and will recommend any necessary or appropriate changes thereto to our board of directors for consideration. The audit committee will also assist our board of directors with the monitoring of compliance with the code of ethics and conduct.

Diversity

We are committed to fostering an environment that is diverse and inclusive and facilitates a broad range of perspectives. We recognize the importance and benefit of having a board of directors and senior management comprised of highly qualified individuals who reflect the communities where we live and work and the clients that we serve in promoting better corporate governance.

We expect to adopt a formal board diversity policy providing that the governance and nominating committee will consider diversity criteria, such as gender, age, ethnicity/aboriginal status and geographic background in recommending director nominees to the board of directors, which we will apply in connection with the director search efforts that we will conduct as part of the contemplated increases

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to the size of our board. We will also authorize the governance and nominating committee to engage qualified independent external advisors to conduct a search for candidates that help achieve diversity objectives. At the time of this offering, two of our eight directors, representing 25% of our board, are considered diverse, no women serve on our board and two women serve in executive officer positions, representing 29% of our executive officer team. In connection with the contemplated increase to the number of members on our board over the course of the next year, within the first three months following the offering we expect to appoint a woman to our board of directors and within the first year following the offering to add an additional woman to the board. We do not expect to adopt formal targets regarding the number of women on our board of directors or in executive officer positions. We believe the promotion of diversity is best served through careful consideration of all of the knowledge, experience, skills and backgrounds of each individual candidate for director in light of the needs of the board without focusing on a single diversity characteristic. When assessing the composition of the board, a principal focus is expected to be on ensuring the board has the diverse experiences, skills and backgrounds needed to oversee our company and the company will take a balanced approach when considering the extent to which personal characteristics are taken into account.

Penalties or Sanctions

None of our directors or executive officers, and to the best of our knowledge, no shareholder holding a sufficient number of securities to affect materially the control of us, has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

Individual Bankruptcies

None of our directors or executive officers, and to the best of our knowledge, no shareholder holding a sufficient number of securities to affect materially the control of us, has, within the ten years prior to the date of this prospectus, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his or her assets.

Corporate Cease Trade Orders and Bankruptcies

None of our directors or executive officers is, as at the date of this prospectus, or has been within the ten years prior to the date of this prospectus: (a) a director, chief executive officer or chief financial officer of any company (including the TELUS and its other subsidiaries) that was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; (b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or (c) a director or executive officer of any company (including the TELUS companies) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets. For the purposes of this paragraph, "order" means a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, in each case, that was in effect for a period of more than 30 consecutive days.

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EXECUTIVE COMPENSATION

Overview

The following discussion of our executive compensation program includes information relating to our philosophy and approach to executive compensation, the methodologies and market research we use in determining compensation and the actual compensation earned by our named executive officers ("NEOs") for their 2020 performance.

In preparing for this offering, we have undertaken a thorough review of all elements of our executive compensation program, including the function and design of our equity incentive programs. We have begun, and we expect to continue in the coming months, to evaluate the need for revisions to our executive compensation program to ensure it is competitive with the compensation programs of the companies with which we compete for executive talent and is aligned with public company practices. Where relevant, the discussion below reflects certain contemplated changes to our compensation programs that we intend to implement following the effectiveness of this offering.

For 2020, our NEOs are:

•: Jeff Puritt, President and Chief Executive Officer (CEO);
•: Vanessa Kanu, Chief Financial Officer (CFO);
•: Charles (Chuck) Koskovich, Senior Vice President & Chief Operating Officer (COO);
•: Marilyn Tyfting, Senior Vice President & Chief Corporate Officer (CCO);
•: Michael Ringman, Chief Information Officer (CIO);
•: Richard (Rick) Rodick, Former Chief Financial Officer⁽¹⁾; and
•: George Puig, Former Senior Vice President & Chief Commercial Officer.⁽²⁾

⁽¹⁾: Mr. Rodick's employment as CFO terminated effective September 7, 2020, but he is treated as an NEO for purposes of this registration statement as he served as our principal financial officer for a portion of the year. Effective on September 7, 2020, Vanessa Kanu became our CFO.
⁽²⁾: Mr. Puig's employment as Senior Vice President & Chief Commercial Officer terminated effective May 21, 2020, but he is treated as an NEO for purposes of this registration statement by virtue of his 2020 compensation.

Compensation Discussion and Analysis

Key Compensation Principles

We pay for performance. We establish a clear and direct link between compensation and the achievement of business objectives—in both the short-term and long-term—by providing an appropriate mix of fixed versus at-risk compensation and immediate versus future income linked to the share price performance of both the Company and TELUS. We also drive continued levels of high performance by setting ambitious targets.

The Human Resources Committee ("HRC") of the Company's board of directors takes an approach to compensation that is both market-based and performance-based. The primary focus of the HRC is to maintain an executive compensation program that supports the achievement of three objectives:

•: to advance our business strategy;
•: to enhance our growth and profitability; and

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•: to attract and retain the key talent necessary to achieve our business objectives.

1. We pay for performance

An NEO's compensation is based on his or her personal performance, together with corporate performance and position within a range determined with reference to market compensation data. Linking executive pay to actual performance ensures that executive compensation is aligned with the creation of shareholder value.

2. We promote sound risk-taking

Our executive compensation program incorporates many elements that are intended to ensure our compensation practices do not encourage excessive or inappropriate risk-taking. Below are some of the governance practices, policies and inherent design elements of our executive compensation program that help manage and mitigate risk in executive compensation.




		WHAT WE DO

		• Compensation consultant—We use an external executive compensation consultant to assess our executive compensation program to ensure alignment with shareholder and corporate objectives, best practices and governance principles				• Balance between short-term and long-term incentives—Reasonable balance between compensation elements that focus on short-term financial performance and longer-term Company and TELUS share price appreciation
		• Pay for performance—Our performance metrics are well communicated and regularly monitored through the corporate scorecards, see "—TELUS International Performance Bonus Program—Methodology—Step 2," and include short- and long-term performance measures to avoid the pursuit of a performance metric at the expense of the business more generally. Additionally, 70% of the TELUS International Performance Bonus plan payments are based on corporate performance				• Overlapping performance periods—Within our long-term incentive ("LTI") program, the overlap in performance periods ensures that executives remain exposed to the risks of their decision-making and risk-taking through their unvested equity awards and the shares that they are required to own. See "—At-Risk Pay: Long-Term Incentives" for a summary of the treatment of 2020 LTI awards in light of this offering
		• Stringent share ownership requirements—In place for our executives with respect to Company shares granted under the Omnibus Long-Term Incentive Plan ("MIP") (CEO—3x base salary and NEOs—1.5x base salary) and for our non-employee directors under our Board Policy Manual (5x the annual cash retainer portion of each director's total annual compensation within five years of their initial election)				• Caps on payouts—Incentive awards are generally capped to avoid excessive payouts and are in line with market practices

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		WHAT WE DO NOT DO

		• Maintain or reduce performance target levels for incentive plans. Instead, steadily increasing performance levels must be achieved to realize payouts year after year • Guarantee a minimum level of vesting for our long-term incentives				• Over-emphasize any single performance metric • Guarantee annual base salary increases or bonus payments • Offer excessive perquisites

3. We balance the short-term and long-term

Our program features a well-balanced mix of fixed and variable pay elements, with the layering of payout timing, annual awards and overlapping vesting of equity incentives and various incentive vehicles.

LTIs (including TI share options ("TI Options"), TI phantom options ("TI Phantom Options"), TI phantom restricted share units ("TI Phantom RSUs") and TELUS phantom restricted share units ("TELUS Phantom RSUs")) are granted on an annual basis to NEOs under our MIP, resulting in a continuous overlapping vesting schedule, rather than one-time cliff vesting that generally results in larger, sporadic settlements, with the exception of certain accelerated vesting that will occur upon the effectiveness of this offering. The awards of TI Phantom Options are 45% cash-settled and 55% equity-settled, and the TI Phantom RSUs and TELUS Phantom RSUs are 100% cash-settled. Additionally, TI Options were granted to the CEO on December 23, 2016, as described further in "—At-Risk Pay: Long-Term Incentives."

In connection with this offering, our board of directors intends to adopt the 2021 Omnibus Long-Term Incentive Plan ("2021 LTIP"), under which it will grant equity awards to our NEOs at the IPO, and future annual grants following this offering. For information about the 2021 LTIP and new equity compensation programs that we will implement in connection with this offering, please see "—Preview of 2021 Executive Compensation" and "—2021 Omnibus Long-Term Incentive Plan."

4. We reward contribution

Our approach to executive compensation is both market-based and performance-based. Our compensation structure and philosophy generally track the compensation structure of TELUS. LTI grant levels have historically been performance-differentiated and are based on an executive's in-year performance and future potential.

We consider this performance-based approach to granting LTIs to be a best practice, instead of granting LTIs based on market benchmarks only.

5. We align compensation with corporate strategy

To align executive compensation with our corporate strategy, we make a direct link between an executive's pay and his or her performance against the achievement of our corporate objectives.

The CEO and the other NEO's annual performance bonuses are evaluated through a combination of corporate scorecards, which evaluate the performance of both the Company and TELUS and individual performance (plus business unit scorecard for NEOs). Performance bonus metrics are part of a multi-year business plan and are aligned with our longer-term goals.

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6. We align our pay practices across the organization

Our pay practices are aligned across the organization. We also use the following methodologies in considering equitable compensation:

•: bonus calculations include a mix of Company and individual performance metrics for executives, as well as all team members;
•: we ensure overall annual increases to base salary for the executives are relatively aligned with increases to base salary for positions below the executive level;
•: materially or significantly increased responsibility in any team member's role and/or a subsequent promotion is accompanied by a change in pay, as appropriate; and
•: we use compensation data, along with other relevant factors, such as internal equity and strategic significance of the role, to develop a base salary range and a total compensation target for all positions across the organization.

Preview of 2021 Executive Compensation

In preparing for this offering, the HRC has worked closely with its compensation consultant, Korn Ferry (the "Compensation Consultant") to design a compensation construct for our CEO and senior leadership team that was consistent with the compensation construct in place prior to our IPO, but that more closely ties with market practice and reflects a commitment to the long-term interests of our shareholders, provides flexibility to the changing needs and priorities of our business and stakeholders, prioritizes high levels of performance and is equitable.

As noted below under "—At-Risk Pay: Long-Term Incentives," in 2016, the HRC approved our MIP and reserved approximately 5% (the "MIP Pool") of the total outstanding equity of the Company for issuance from time to time in the form of cash and equity-settled LTI awards. Approximately 2% of the MIP Pool was granted in 2016, and the remaining approximately 3% of the MIP Pool was reserved for grant over a five-year period (0.6% per year). As of the beginning of 2020, 2.4% of the MIP Pool had been granted to and allocated among the executive team. The final 0.6% of this five-year MIP was scheduled to be granted in the ordinary course in December 2020.

Due to the anticipated timing of this offering and its proximity to the final MIP grant under our MIP, upon the recommendation of our Compensation Consultant, our HRC decided to postpone the final grant under the MIP in respect of 2020 performance until the completion of this offering. Although the IPO grants have not been approved as of the date of this filing, we anticipate the grant structure of the final grant under the MIP will be modified, taking into account the following considerations:

•: accounting, tax and regulatory concerns that could result from granting equity-based awards in the month prior to this offering, particularly with respect to the grant of options;
•: allowing for equity-settled awards, as opposed to cash-settled, to enhance alignment with shareholders and allow for more favorable accounting and tax treatment; and
•: aligning performance conditions to the current TI organization only (i.e., service, financial and operational performance)

We are working with the HRC and the Compensation Consultant to design and implement a compensation program for our CEO and the other NEOs in connection with this offering. We will disclose information about the new compensation program once approved by the board of directors or its delegate.

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Board Oversight and Compensation Governance

Our executive compensation governance protects the peer relationships among the members of our board of directors and TELUS, our controlling shareholder. The board manual, which describes the terms of reference for various Company governance functions, sets forth our governance policies around executive compensation as follows:

Our board of directors has the following responsibilities:

•: appoint and replace the CEO (subject to the shareholder agreement between us, TELUS and Baring), which responsibility the board of directors has delegated to the TELUS CEO;
•: satisfy itself about the integrity of our CEO and the executive team; and
•: oversee succession planning for the CEO and all other members of the executive team, which responsibility the board of directors has delegated to the HRC.

The TELUS CEO has the following responsibilities:

•: approve our equity compensation plan design in consultation with our CCO and the HRC, and subject to the shareholder agreement between us, TELUS and Baring.

The HRC has the following responsibilities:

•: review and approve the key terms and conditions of all agreements, including those dealing with retirement, termination of employment or other special circumstances, between the Company and any member of the executive team;
•: develop and approve the Company's compensation philosophy and guidelines for the executive team, including the CEO;
•: review the Company's compensation philosophy and guidelines;
•: upon the recommendation of the CEO, review and approve the design of the annual performance bonus plan;
•: consult with the chair of the HRC and recommend to the TELUS CEO the proposed establishment of, and any material changes to, the Company's equity compensation plan;
•: consider and recommend to the TELUS CEO the share ownership guidelines for the CEO and the executive team and review compliance with those guidelines;
•: review and recommend to the TELUS CEO the corporate scorecard, individual goals and objectives relevant to CEO compensation and the performance evaluation of the CEO;
•: review and recommend to the TELUS CEO the CEO's compensation (provided that any grant of securities under the MIP will be approved by the TELUS CEO acting alone but in consultation with the HRC); and
•: upon the recommendation of the CEO, review and approve the performance evaluations and the compensation of the executive team (provided that any grant of securities under the MIP will be approved by the chair of the HRC acting alone but in consultation with the HRC).

Josh Blair, the chair of our board of directors and the chair of the HRC has been delegated the authority by our board of directors to approve the appointments, compensation and succession plans for members of the executive team, and the TELUS CEO has been delegated the authority to approve the compensation of our CEO. The CCO and the human resources team implement the processes required to administer the executive compensation program approved by the TELUS CEO, the HRC and the chair of the HRC.

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Immediately prior to this offering, we intend to implement a revised Board Policy Manual, under which the HRC will have the authority to develop the Company's philosophy and guidelines on executive compensation, oversee succession-planning and review and approve certain compensation and performance-rating decisions. The HRC will have substantially similar duties and responsibilities to those described above but will no longer make recommendations to the TELUS CEO.

Human Resources Committee Experience

Members of the HRC have a range of complementary skills in areas such as human resources, corporate governance, risk assessment, public company leadership and board experience, which enable them to make effective decisions on our compensation practices. All of the HRC members have served in executive capacities or on compensation committees with other public issuers and, through those roles, have acquired direct experience relevant to their responsibilities for reviewing and considering executive compensation.

In 2020, the members of the HRC were Josh Blair, Kenneth Cheong and Jimmy Mahtani. Further information about the HRC members can be found in "Management—Our Directors," and information about the anticipated composition and responsibilities of the HRC after the completion of this offering can be found in "Management—Human Resources Committee."

Compensation Consultant

In preparation for this offering, the HRC engaged the Compensation Consultant as a compensation consultant and advisor to the board of directors and management. During 2020, the Compensation Consultant performed a variety of tasks for the HRC, including but not limited to: reviewing the competitiveness of our executive and director compensation program and annual incentive and LTI program design in connection with the IPO. We will disclose additional information about the post-offering compensation program once approved by the board of directors or its delegate.

Compensation Elements for the CEO and the Other NEOs in 2020

The key components of total direct compensation for the CEO and the other NEOs are fixed-base salary, short-term performance bonuses (paid in cash to reward annual performance, and in addition for Mr. Puig, to reward sales) and LTIs (historically paid as a management incentive bonus consisting of TI Phantom Options that settle in cash and equity, and TI Phantom RSUs and TELUS Phantom RSUs (both of which settle in cash) to promote retention and reward performance over the long term). Due to the anticipated timing of this offering falling shortly after our ordinary annual grant cycle, our HRC has decided to delay the grant of annual LTI awards for 2020 until the completion of this offering and change the composition of the LTI awards. For information about the 2020 LTI awards and new equity compensation programs that we will implement in connection with this offering, please see "—Preview of 2021 Executive Compensation" and "—At-Risk Pay: Long-Term Incentives."

Benefits and perquisites, including retirement benefits, are also considered as part of the Company's total compensation for the CEO and the other NEOs. See "—Benefits and Perquisites" for more details.

Total Compensation at a Glance

This table describes the components of total compensation that our NEOs can expect to receive for fiscal year 2020. Our HRC has decided to delay the grant of annual LTI awards for 2020 until the completion of this offering, which is anticipated to be in 2021. For information about the 2020 LTI

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awards and new equity compensation programs that we will implement in connection with this offering, please see "—Preview of 2021 Executive Compensation" and "—At-Risk Pay: Long-Term Incentives."




Component	Description	Objective

Fixed-base salary	• Ranges are established for each position based on market practice, with the mid-point of the range being set at the median of the comparator group	Recognizes varying levels of responsibility, prior experience, breadth of knowledge, overall individual performance and internal equity, as well as the pay practices of companies in the comparator group

Annual performance bonus	• Target ranging from 50%—60% of base salary for NEOs and target of 100% base salary for the CEO • TELUS International Performance Bonus Program ("PBP") tied to the performance of the NEO and the Company's and TELUS' overall corporate performance, with corporate performance given 70% weighting • PBP metrics can lead to payouts ranging from zero (for substandard performance) to a maximum of 150% of target (for exceptional performance) • TELUS International Sales Incentive Plan (for the former Chief Commercial Officer) tied to the annual revenue billed on net new sales by the Company's sales team	Provides an annual performance bonus paid in cash based on corporate and individual performance of the applicable year (and sales for the former Chief Commercial Officer)

Equity compensation	• Links a significant portion of the at-risk compensation to Company shareholder return and helps to promote retention of executives	Helps to promote retention of executives

Benefits and perquisites	• A competitive executive benefits program • Vehicle allowance for the CEO and CCO and annual allowance for the CEO, and other perquisites

Retirement benefits	• Benefits under TELUS' Amended and Restated Pension Plan for Management and Professional Employees of TELUS Corporation (the "DB Plan"), a registered defined benefit plan for our CEO and CCO, benefits under the Supplemental Retirement Arrangement for Designated Executives of TELUS Corporation ("SRA") consistent with market practice for Canadian executives for our CEO, benefits under TELUS' Supplementary Employee Retirement Plan for Vice Presidents and Certain Other Designated Employees ("SERP 2020") for our CCO and benefits under TELUS' Defined Contribution Pension Plan for Provincially Regulated Employees (the "Defined Contribution Plan") (a registered defined contribution plan) for our CFO. Our CEO and CCO also have retirement benefits in the TELUS Supplementary Savings Plan (the "Savings Plan") (a nonqualified after-tax account), but no longer contribute to the Savings Plan. These retirement programs are further described in "—TELUS Retirement Plan Benefits." • Competitive 401(k) plan with Company match for US executives

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2020 Approach to Compensation

Base Salary Methodology

During 2020, the HRC considered and recommended the CEO's annual base salary to the TELUS CEO, and the TELUS CEO approved it. The CEO considered and recommended the annual base salary for the executive team to the HRC. Josh Blair, the chair of our board of directors and the chair of the HRC, has been delegated the authority by our board of directors to approve any changes for members of the executive team (other than the CEO).

We set our salary range midpoints at the 50th percentile of a comparator group. As part of its annual pay assessment for 2020, the HRC reviewed competitive pay data prepared by the Compensation Consultant. We then made adjustments to individual base salaries that we consider appropriate to recognize the executives' varying levels of responsibility, prior experience, breadth of knowledge, overall individual performance and internal equity, as well as the pay practices of companies in a comparator group.

Pursuant to the revised Board Policy Manual that will be implemented prior to the completion of this offering, the HRC will review and approve the CEO's compensation, at least once annually, based on the HRC's assessment of the CEO's performance.

At-Risk Incentive Pay Components

At-risk incentive pay consists of:

•: annual performance bonus (paid in cash); and
•: long-term incentives (historically in the form of TI Options, TI Phantom Options, TI Phantom RSUs and TELUS Phantom RSUs).

The following outlines our approach in determining and delivering these at-risk incentive pay components.

At-Risk Pay: Annual Performance Bonus

The annual performance bonus for NEOs is determined pursuant to the PBP. Mr. Puig was also entitled to receive sales incentive payments pursuant to the TELUS International Sales Incentive Plan (the "SIP"). A summary of the terms of each program follows.

TELUS International Performance Bonus Program

Methodology

The PBP is designed to reward the achievement of business objectives in the short-term by providing immediate income in cash. For 2020, this component of at-risk pay will be calculated based on individual (30%) and corporate (70%) performance to better reflect affordability and our continued focus on funding strategic investments. The corporate performance consists of a Company component (50%) and a TELUS component (20%), as detailed in the formula below. In 2021 we will review the corporate performance factors, and we anticipate the TELUS component will be removed.

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For 2020, each executive's annual target performance bonus under the PBP was set using the following formula. Each element in the formula is explained in the steps outlined below:

To determine the annual performance bonus for each executive, we follow a four-step process:

Step 1: Assess TELUS corporate performance as measured by the corporate scorecard results;

Step 2: Assess Company corporate performance as measured by the corporate scorecard results;

Step 3: Assess an executive's individual performance; and

Step 4: Calculate the annual performance bonus based on the above payout formula.

Step 1: Assess TELUS corporate performance as measured by the corporate scorecard results

TELUS corporate performance is measured through the results of the TELUS scorecard, which is determined after the end of a performance year. These results are then shared with the Company for purposes of calculating the annual performance bonus.

Step 2: Assess Company corporate performance as measured by the corporate scorecard results

The Company's corporate performance is measured through the results of our corporate scorecard, which is determined after the end of a performance year by rating the extent to which we have met or exceeded our targets for each metric set at the start of the year.

As of the date of this prospectus, the 2020 scorecard and the results of the TELUS scorecard is unavailable because the 2020 annual bonus has not yet been certified by the HRC. We anticipate that the actual amounts of these payments will be determined in February 2021, and we will disclose this information when it becomes available. Our 2019 metrics measured achievements in three areas: our team, customers first and profitable growth and efficiency. See below table on the 2019 corporate scorecard and our 2019 results, for reference.

In early 2021, we reclassified certain amounts within our consolidated statement of income and other comprehensive income in 2019, 2018 and 2017 to conform to our current presentation. These reclassifications did not affect previously reported revenues arising from contracts with customers, operating expenses, or net income for such periods and thus do not affect the amounts paid under the MIP for those periods. The reclassification did result, however, in a reduction in total revenue, as reported in our consolidated financial statements for such periods, as compared to "TI Revenue" used in the "TELUS International 2019 Annual Scorecard" (below), which was set prior to the reclassification.

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The objectives in the Company's corporate scorecard are set each year and collectively approved by the CEO, CFO, CCO and COO at the beginning of the year. Financial metrics in the objectives are largely based on targets that meet or exceed the annual budget approved by the board of directors.

The key aspects of the target-setting process include:

•: selecting measurable and auditable performance metrics;
•: ensuring that, as a general principle, the threshold target for any metric (yielding a 0.5x multiplier) exceeds the actual result on that metric in the previous year. The target (yielding a 1.0x multiplier) for any budget-related metric is generally set at or above the corresponding number in the corporate budget approved by the board of directors;
•: stress-testing the current year's targets against the prior year's scorecard to determine year-over-year continuous improvement;
•: ensuring that the targets and stretch targets that are used to determine whether these objectives have been met or exceeded are clearly set out in the Company's corporate scorecard; and
•: ensuring that all performance metrics are tied to the Company's achievement of our corporate objectives.

During the year, results and/or targets may be adjusted to normalize for one-time events or other unique circumstances. In accordance with the adjustment process, the CEO, CFO, CCO and COO collectively review and approve all adjustments proposed by management.

Step 3: Assess an executive's individual performance

The individual performance of each NEO is initially assessed by the CEO. The individual performance of the CEO is assessed by the HRC, with input from the full board of directors. The chair of the HRC invites board of directors' members to provide their feedback regarding the CEO's performance.

Step 4: Calculate the annual performance bonus based on the above payout formula

Based on an assessment and recommendation from the CEO, the HRC reviews each NEO's performance and determines an individual multiplier, and along with the related multiplier in the Company and TELUS corporate balanced scorecards, recommends the annual performance bonus under the PBP for each NEO using the formula in the section "—TELUS International Performance Bonus Program." The HRC, with input from the chair of the board of directors due to the peer relationships between our Company and TELUS, our controlling shareholder, assesses the personal performance of the CEO and his leadership. Based on this assessment, the HRC determines an individual multiplier and, along with the related multiplier in the Company and TELUS corporate-balanced scorecards, recommends to the TELUS CEO for approval of the annual performance bonus under the PBP for the CEO, based on the formula in the section "—TELUS International Performance Bonus Program."

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The relative weight that corporate (both the Company and TELUS), business unit and individual performance has in determining a team member's annual performance bonus under the PBP depends on the individual's organizational level and ability to influence the Company's overall performance. For each of our NEOs, TELUS corporate performance is weighted at 20%, Company corporate performance is weighted at 50% and individual performance is weighted at 30%. In addition to TELUS corporate, Company corporate and individual performance, the board of directors has the discretion to adjust bonus payouts for any extraordinary circumstances or other factors, as it deems appropriate.

TELUS International Sales Incentive Program

The SIP is designed to reward the sales team for driving profitable growth by finding creative and flexible answers and addressing the needs of our customers. SIP participants may be eligible for a monthly cash payment based on net billed revenue and profit margin, and the former Chief Commercial Officer was eligible for an annual overlay cash payment under the SIP, based on revenue from net new sales.

SIP payments for sales account executives are calculated on a monthly basis and are based on net billed revenue for that month that meets the minimum criteria for total contract value and profit margin (which criteria vary by jurisdiction), multiplied by the applicable commission rate. The annual overlay payment for the former Chief Commercial Officer was determined by multiplying annual revenue billed on net new sales attributed to the sales account executives reporting to the former Chief Commercial Officer by a 1% overlay rate. The overlay payment is calculated by the Compensation Review Committee ("CRC") and approved by the HRC. During the year, results and revenue eligibility criteria may be adjusted to account for unique circumstances with any adjustments reviewed by the CRC, in accordance with SIP policy.

At-Risk Pay: Long-Term Incentives

Methodology

In 2016, the HRC approved the MIP and reserved approximately 5% of the total outstanding equity of the Company for issuance, referred to as the MIP Pool, from time to time in the form of cash and equity-settled LTI awards under the MIP:

•: approximately 1% of the MIP Pool was granted in 2016 to all NEOs (other than Mr. Koskovich and Ms. Kanu) and other non-NEOs;
•: approximately 1% of the MIP Pool was granted to the CEO as a one-time special TI Option award on December 23, 2016, of which ¹/3 of these share options (or 119,976 share options) were granted with an exercise price equal to the fair market value of the Company's share price at the time of grant, or $21.90, and the remaining ²/3 of these share options (or 279,944) were granted with an elevated exercise price (approximately 2x the Company's share price on the date of grant, or $40.25); and
•: the remaining approximately 3% of the MIP Pool was reserved for the grant over a five-year period (0.6% per year), of which 2.4% has been granted to and allocated among the executive team. For each annual allocation of the MIP Pool for the NEO LTI awards (the "Annual Allocation"), each NEO's share of the Annual Allocation is determined based on a review of competitive market data, executive performance and future potential: 30% for Mr. Puritt, 12% for Mr. Koskovich, 12% for Ms. Tyfting and 8% for Mr. Ringman (each, a "NEO Annual Allocation"). As Ms. Kanu commenced employment in 2020, she does not have an Annual Allocation and her eligibility for a long-term incentive award is specified in her employment agreement and described below.

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From 2016 through 2019, the 0.6% of the MIP Pool that was granted each year was granted in the form of TI Options (for 2016) and otherwise was granted in TI Phantom Options, TI Phantom RSUs and TELUS Phantom RSUs. Each NEO Annual Allocation was comprised of the components below:

•: 50% TI Phantom Options;
•: 30% TI Phantom RSUs; and
•: 20% TELUS Phantom RSUs.

Each grant of TI Phantom Options, TI Phantom RSUs and TELUS Phantom RSUs vested subject to continued service through the vesting date (generally 2.5 years following the grant for TI Phantom RSUs and TELUS Phantom RSUs and the third anniversary of the grant date for cash-settled TI Phantom Options), and a performance multiplier that is based 60% on the Company's EBITDA and 40% on the quality of service for the Company's customers.

Pursuant to the MIP, the board of directors has delegated its authority to the chair of the HRC to determine, in consultation with Baring pursuant to the shareholders' agreement, the eligible participants under the MIP, approve all individual grants and applicable terms, including the value of the grants, performance criteria, the applicable performance period and any vesting conditions.

Due to the anticipated timing of this offering and the original timing of the final MIP grant occurring shortly following the Lionbridge AI Acquisition and prior to the approval of the 2021 LTIP, our HRC has decided, upon the recommendation of our Compensation Consultant, to postpone the final grant under the MIP in respect of fiscal 2020 performance until the completion of this offering. It is anticipated that the 2020 LTI will be granted pursuant to the terms of the 2021 LTIP. We are working with the HRC and Compensation Consultant to design and implement an ongoing compensation program for our CEO and the other NEOs as a public company. We will disclose information about the post-offering compensation program once approved by the board of directors or its delegate.

Benchmarking

When making compensation decisions, the HRC takes into consideration the value of total direct compensation ("TDC"), which consists of base salary, annual performance bonus and long-term equity incentive compensation provided to executives. The HRC generally looks to position the value of target TDC to be competitive with the 50th percentile of comparable companies, with exceptions made based on the HRC's analysis of key factors.

In assessing the appropriateness of a company, the HRC considered the following criteria: annual revenues, profitability, market capitalization, and the comparator groups used by proxy advisory firms.

For 2021, we will create a new comparison group of peer companies with which we compete for executive talent. We expect that we will evaluate this peer group of companies periodically to ensure that the companies included in the group continue to include our industry peers. We also anticipate in early 2021 that we will conduct a comprehensive review of our compensation program to ensure alignment of compensation with our peer group.

2020 Actual Compensation

As of the date of this prospectus, the actual 2020 annual bonus and long-term incentive awards as a percentage of total direct compensation is unavailable because the 2020 annual bonus and long-term incentive awards have not yet been certified or granted by the HRC. We therefore cannot calculate the 2020 actual compensation mix for 2020 at this time. We anticipate that the actual amounts of these payments will be determined in February 2021, and we will disclose the award information when it becomes available.

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Base Salary Compensation

The annual base salaries that our NEOs were entitled to receive in respect of calendar year 2020, were as follows:

Name

Jeff Puritt	700,000
Vanessa Kanu	395,000	⁽²⁾
Chuck Koskovich	380,000
Marilyn Tyfting	275,245	⁽³⁾
Michael Ringman	300,000
Rick Rodick	301,959	⁽⁴⁾
George Puig	260,000	⁽⁵⁾

(1): Base salary amounts reflected in the Summary Compensation Table differ because due to the COVID-19 pandemic, annual merit increases for 2020 took effect on September 1, 2020. Annual merit increases typically take effect in April.
(2): Base salary value converted from CAD $500,000 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(3): Base salary value converted from CAD $348,412 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(4): Mr. Rodick's employment as CFO terminated effective September 7, 2020.
(5): Mr. Puig's employment as Senior Vice President & Chief Commercial Officer terminated effective May 21, 2020.

For more details about the actual amount of base salary paid to our NEOs in 2020, see "—Summary Compensation Table."

2020 Annual Bonus Payouts

Each NEO's annual performance bonus and LTI will be determined by applying the formulas outlined under the headings "—TELUS International Performance Bonus Program" and "—At-Risk Pay: Long-Term Incentives." Specifically, we anticipate that the HRC will assess the Company's and TELUS' corporate performance against the corresponding targets, as measured by the corporate scorecards for each of the Company and TELUS, and effective personal performance and leadership. We also anticipate that each NEO's long-term incentive award will be based on the value that each NEO would have received under the MIP grant, but will instead be granted under the 2021 LTIP upon the completion of this offering.

As of the date of this prospectus, the actual 2020 annual performance bonus and 2020 LTI awards are unavailable because the 2020 annual bonus and long-term incentive awards have not yet been approved by the HRC. We anticipate that the actual amounts of these payments will be determined in February 2021, and we will disclose this information when it becomes available.

Benefits and Perquisites

We provide our NEOs with a competitive benefits program that includes health and dental coverage, life, accident and critical illness insurance coverage, short-term and long-term disability coverage and health spending accounts for all our employees. We also offer Canadian executives the opportunity to purchase TELUS shares through regular payroll deductions, with a match of 35% for Canadian executives to a maximum of 6% of base salary under the TELUS employee share purchase plan.

The use of perquisites is limited for our NEOs. Some of the perquisites we provide to our NEOs include an (1) executive health plan for Canadian executives; (2) a flexible perquisite annual allowance intended to cover financial and retirement counseling and other items, for our CEO; (3) a vehicle

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allowance for our CEO and CCO; (4) a parking allowance for our CCO and (5) telecom benefits for the home (for work and personal use) of our Canadian executives, including our CFO and CCO. For information regarding the value of perquisites paid to our NEOs in 2020, see "—Summary Compensation Table."

Our CEO is entitled to benefits under the DB Plan and SRA pension plans consistent with market practice for TELUS Canadian executives, our CFO is entitled to participate in the Defined Contribution Plan (a registered defined contribution plan) and our CCO is entitled to participate in the DB Plan and SERP 2020. Our NEOs in the United States are eligible to participate in the Company's 401(k) plan and are entitled to receive an employer matching contribution. For information regarding the value of retirement benefits paid to our NEOs in 2020, see "—Summary Compensation Table," "—Pension Benefits" and "—TELUS Nonqualified After-Tax Account."

Employment Agreements

We have entered into employment agreements with our CEO and CFO, respectively and offer letters with our other NEOs. Details on NEO severance arrangements can be found below under "—Summary of NEO Employment and Separation Agreements."

Clawback Policy for Mr. Puritt

Mr. Puritt's employment agreement provides that the TELUS clawback policy will apply to his compensation. The TELUS clawback policy allows TELUS to recover or cancel certain incentives to executive officers in circumstances where (1) there has been a material misrepresentation or material error resulting in the restatement of TELUS' financial statements; (2) an executive would have received less incentive compensation based on the restated financials; and (3) the executive's misconduct (such as an act of fraud, dishonesty or willful negligence or material non-compliance with legal requirements) contributed to the obligation to restate the TELUS financial statements.

In the circumstances described above, the board of directors of TELUS may cancel, or require the executive to repay to TELUS, all or part of the following compensation paid or awarded to the executive in respect of the financial year for which restated financial statements are required:

•: the annual performance bonus;
•: unvested TI Phantom Options, TI Phantom RSUs and TELUS Phantom RSUs;
•: vested but unexercised options; and
•: any monetary payments and shares received from the exercise or settlement of LTI awards.

The board of directors of TELUS may seek recoupment if the restatement of the financial statement(s) occurs within 36 months of the original date the audited financial statements were filed with the requisite securities commissions or similar regulatory authorities in each of the provinces and territories of Canada.

Conclusion

The HRC believes that the overall executive compensation program is effective in attracting and retaining executives, as well as in providing direction and motivation for the executives to make a significant contribution to the Company's success, thereby enhancing the value of the Company for its shareholders. We also believe that the design of our executive compensation program does not encourage inappropriate risk-taking.

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Summary Compensation Table

The following table summarizes the compensation earned by our NEOs for the years ending December 31, 2020 and December 31, 2019.

Name and Principal Position

Jeff Puritt	2020	611,809		—		—	—	—	2,004,072	⁽³⁾	103,909	⁽⁴⁾	2,719,790
President and Chief Executive Officer	2019	565,965		—		1,443,461	157,434	636,145	2,942,170		97,835		5,843,010
Vanessa Kanu	2020	121,135	⁽⁵⁾	395,000	⁽⁶⁾	—	—	—	—		8,951	⁽⁷⁾	525,086
Chief Financial Officer	2019	—		—		—	—	—	—		—		—
Charles (Chuck)
Koskovich	2020	344,992		—		—	—	—	—		48,189	⁽⁸⁾	393,181
Senior Vice	2019	349,835		—		577,385	62,972	189,785	—		37,472		1,217,449
President & Chief Operating Officer
Marilyn Tyfting	2020	268,920	⁽⁹⁾	—		—	—	—	134,458	⁽¹⁰⁾	46,746	⁽¹¹⁾	450,124
Senior Vice	2019	266,014		—		577,385	62,972	148,303	—		70,325		1,124,999
President & Chief Corporate Officer
Michael Ringman	2020	272,158		50,000	⁽¹²⁾	—	—	—	—		28,826	⁽⁸⁾	350,984
Chief Information Officer	2019	261,753		—		384,923	41,981	142,001	—		33,374		864,032
Richard (Rick) Rodick	2020	216,481		—		—	—	—	—		811,447	⁽¹³⁾	1,027,928
Former Chief Financial Officer⁽¹⁴⁾	2019	299,591		—		577,385	62,972	160,281	—		33,492		1,133,721
George Puig⁽¹⁵⁾	2020	110,000		—		—	—	—	—		373,228	⁽¹³⁾	483,228
Former Senior Vice President & Chief Commercial Officer	2019	260,000		—		336,808	36,736	252,244	—		26,100		911,888

(1): Actual base salary paid in 2020 differs from our NEO's base salary because annual merit increases for 2020 took effect in September 2020.
(2): As of the date of this prospectus, the actual 2020 annual performance bonus and MIP awards are unavailable because the 2020 annual bonus and long-term incentive awards have not yet been approved by the HRC. We anticipate that the actual amounts of these payments will be determined in February 2021. See "—At-Risk Pay: Annual Performance Bonus" for a discussion of the annual performance bonus program. The values set forth in the Stock Awards column for 2019 represent the aggregate grant date fair value of TI Phantom RSUs and TELUS Phantom RSUs granted to the NEOs on December 27, 2019, computed in accordance with applicable accounting guidance under IFRS. The values set forth in the Option Awards column for 2019 represent the aggregate grant date fair value of TI Phantom Options granted to the NEOs on December 27, 2019, with an exercise price of $38.09, computed in accordance with applicable accounting guidance under IFRS.
(3): For 2020, this value is converted from CAD $2,536,800 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79 and reflects the actuarial increase in the present value of Mr. Puritt's benefits under the DB Plan (CAD $96,800) and the SRA (CAD $2,440,000). See "—TELUS Retirement Plan Benefits" for more information on the pension plan benefits and how such amounts are calculated.
(4): All Other Compensation for fiscal 2020 consisted of $17,400 car allowance, $25,000 other annual allowance, $857 gift card and CAD $76,775 in dividends on TELUS Phantom RSUs, calculated by multiplying the value of TELUS dividends issued in 2020 by the number of TELUS Phantom RSUs held by Mr. Puritt each time dividends were issued and converted from CAD to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(5): This value is converted from CAD $153,336 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(6): In connection with her employment agreement, Ms. Kanu received a signing bonus of CAD $500,000 converted to USD using the MorningStar exchange rate on December 31, 2020, of $0.79
(7): All Other Compensation for fiscal 2020 consisted of CAD $329 for telecom benefits for the home, TELUS contributions of CAD $7,782 to the Defined Contribution Plan, and CAD $3,220 to TELUS' employee share purchase plan, each converted from CAD to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(8): All Other Compensation for fiscal 2020 consisted of $13,375 for the employer matching contributions to the Company's 401(k) plan for Mr. Koskovich and $12,674 for Mr. Ringman, and TELUS Phantom RSU dividends of CAD $44,068 for Mr. Koskovich and CAD $20,445 for Mr. Ringman, in each case, calculated by multiplying the value of TELUS dividends issued in 2020 by the number of TELUS Phantom RSUs held by Mr. Ringman and Mr. Koskovich, respectively, each time dividends were issued and converted from CAD to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.

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(9): For 2020, this value is converted from CAD $340,405 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(10): This value is converted from CAD $170,200 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79 and reflects the actuarial increase in the present value of Ms. Tyfting's benefits under the DB Plan (CAD $64,800) and the SERP 2020 (CAD $105,400). See "—TELUS Retirement Plan Benefits" for more information on the pension plan benefits and how such amounts are calculated.
(11): All Other Compensation for fiscal 2020 consisted of CAD $14,400 car allowance, CAD $2,696 parking benefit, CAD $2,561 for telecom benefits for the home, and CAD $8,953 to TELUS' employee share purchase plan, and TELUS Phantom RSU dividends of CAD $30,562, calculated by multiplying the value of TELUS dividends issued in 2020 by the number of TELUS Phantom RSUs held by Ms. Tyfting each time dividends were issued and converted from CAD to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(12): Mr. Ringman received a $50,000 temporary assignment bonus in 2020 for serving as CIO of the Company and interim CIO of TELUS until a successful candidate was hired at TELUS.
(13): All Other Compensation for fiscal 2020 consisted of severance payments of $756,177 for Mr. Rodick and $343,359 for Mr. Puig, paid time off accruals of $22,770 for Mr. Rodick and $10,688 for Mr. Puig, employer matching contributions to the Company's 401(k) plan of $13,523 for Mr. Rodick and $8,331 for Mr. Puig, and TELUS Phantom RSU dividends of CAD $24,022 for Mr. Rodick and CAD $13,734 for Mr. Puig, in each case, calculated by multiplying the value of TELUS dividends issued in 2020 by the number of TELUS Phantom RSUs held by Mr. Rodick and Mr. Puig, respectively, each time dividends were issued, and converted from CAD to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(14): Mr. Rodick's employment as CFO terminated effective September 7, 2020.
(15): Mr. Puig's employment as Senior Vice President & Chief Commercial Officer terminated effective May 21, 2020.

Grants of Plan-Based Awards

The table below presents information regarding awards granted by the Company during the year ending December 31, 2020. The Company did not make any equity grants under the MIP, including TI Phantom Options, TI Phantom RSUs, TELUS Phantom RSUs and TI Options, to our NEOs in the year ending December 31, 2020. As of the date of this prospectus, the actual 2020 annual performance bonus and MIP awards are unavailable because the 2020 annual bonus and long-term incentive awards have not yet been approved by the HRC. We anticipate that the actual amounts of these payments will be determined in February 2021.

		Estimated future payouts under non-equity incentive plan awards

Name	Grant Date	Threshold ($)		Target ($)			Maximum ($)
Jeff Puritt	Annual Incentive⁽¹⁾		—		700,000			1,050,000
Vanessa Kanu	Annual Incentive⁽¹⁾		—		237,000	⁽²⁾		355,500	⁽²⁾
Chuck Koskovich	Annual Incentive⁽¹⁾		—		228,000			342,000
Marilyn Tyfting	Annual Incentive⁽¹⁾		—		137,623	⁽²⁾		206,434	⁽²⁾
Michael Ringman	Annual Incentive⁽¹⁾		—		150,000			225,000
Rick Rodick	Annual Incentive⁽³⁾		—		150,980			226,469
George Puig	SIP⁽⁴⁾		—		65,000			—

(1): The amounts shown indicate the dollar value of the potential payment upon attainment of the annual performance bonus performance criteria at threshold (0%), target (100% of base salary for CEO; 60% of base salary for Ms. Kanu and Mr. Koskovich; and 50% of base salary for Ms. Tyfting and Mr. Ringman) and maximum (150% of target) under the PBP. Actual payments based on the Company's performance are shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.
(2): Annual incentive amounts converted from CAD to USD using the MorningStar exchange rate on December 31, 2020, of $0.79 as follows: target of CAD $300,000 and a maximum of CAD $450,000 for Ms. Kanu, and target of CAD $174,206 and a maximum of CAD $261,309 for Ms. Tyfting.
(3): This row reports the amounts that Mr. Rodick would have been eligible to receive upon attainment of the annual performance bonus criteria at threshold (0%), target (50% of base salary) and maximum (150% of target) had he been employed through December 31, 2020. Mr. Rodick's employment as CFO terminated effective September 7, 2020. Upon execution of his separation agreement, Mr. Rodick was no longer eligible to receive the annual performance bonus. See "—Summary of NEO Employment and Separation Agreements" for more information about Mr. Rodick's separation agreement.
(4): This row reports the target commission that Mr. Puig would have been eligible to receive under the SIP pursuant to his offer letter had he been employed through December 31, 2020, based on the metrics and performance criteria described in "—TELUS International Sales Incentive Program." Mr. Puig's employment as Senior Vice President & Chief Commercial Officer terminated effective May 21, 2020. Upon execution of his separation agreement, Mr. Puig was no longer eligible to receive payments under the SIP. See "—Summary of NEO Employment and Separation Agreements" for more information about Mr. Puig's separation agreement.

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Outstanding Equity Awards at Fiscal Year-End

The table below summarizes all option-based and share-based awards granted by the Company that are outstanding as of December 31, 2020, which includes TI Options, TI Phantom Options, TI Phantom RSUs and TELUS Phantom RSUs.

				Option Awards⁽¹⁾							Share Awards⁽²⁾

Name	Number of securities underlying unexercised options (#) exercisable			Number of securities underlying unexercised options (#) unexercisable			Option exercise price ($)		Option expiration date		Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)			Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)⁽³⁾
Jeff Puritt		14,997	⁽⁴⁾		14,997	⁽⁴⁾		21.36		06/30/2026
					65,987	⁽⁵⁾		21.90		12/23/2026
					119,976	⁽⁶⁾		21.90		12/23/2026
					279,944	⁽⁶⁾		40.25		12/23/2026
		9,000	⁽⁶⁾		27,000	⁽⁷⁾		27.70		12/29/2027
					37,936	⁽⁸⁾		27.81		12/27/2028
					37,936	⁽⁹⁾		38.09		12/27/2029
												54,719	⁽¹⁰⁾		4,879,293
												58,129	⁽¹¹⁾		1,157,930
Chuck Koskovich		9,600	⁽⁷⁾		28,800	⁽⁷⁾		27.70		12/29/2027
					15,175	⁽⁸⁾		27.81		12/27/2028
					15,174	⁽⁹⁾		38.09		12/27/2029
												18,210	⁽¹²⁾		1,623,786
												23,163	⁽¹³⁾		461,407
Marilyn Tyfting		5,999	⁽⁴⁾		5,999	⁽⁴⁾		21.90		06/30/2026
					26,395	⁽¹⁴⁾		21.90		12/23/2026
		3,600			10,800	⁽⁷⁾		27.70		12/29/2027
					15,175	⁽⁸⁾		27.81		12/27/2028
					15,174	⁽⁹⁾		38.09		12/27/2029
												18,210	⁽¹²⁾		1,623,786
												23,078	⁽¹⁵⁾		459,714
Michael Ringman		3,999	⁽⁴⁾		3,999	⁽⁴⁾		21.90		06/30/2026
					17,596	⁽¹⁴⁾		21.90		12/23/2026
		2,400	⁽⁶⁾		7,200	⁽⁷⁾		27.77		12/29/2027
					10,116	⁽⁸⁾		27.81		12/27/2028
					10,116	⁽⁹⁾		38.09		12/27/2029
												12,140	⁽¹⁶⁾		1,082,524
												15,468	⁽¹⁷⁾		308,123

(1): All TI Phantom Options have a term of ten years. Cash-settled TI Phantom Options generally cliff-vest in approximately three years and share-settled TI Phantom Options are scheduled to vest upon the effective date of this offering.
(2): Does not include unvested dividends or dividend equivalents for the TELUS Phantom RSUs.
(3): The value is based on an assumed Company share price of $89.17 and on a closing TELUS share price of CAD $25.21 on December 31, 2020 converted to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(4): Represents cash-settled TI Phantom Options.
(5): Represents TI Option award granted on December 23, 2016 to Mr. Puritt. These TI Options vested on December 23, 2020 and will be exercisable upon the effective date of this offering.
(6): Represents special TI Option award granted on December 23, 2016 to Mr. Puritt. These TI Options vested on December 23, 2020 and will be exercisable upon the effective date of this offering.
(7): Represents a grant of TI Phantom Options that vested on December 23, 2020, 50% of which is cash-settled, and 50% of which is share-settled. Of the cash-settled portion, 50% became exercisable on December 23, 2020, and the remaining 50% will become exercisable on December 23, 2021. The share-settled portion will be exercisable upon the effective date of this offering.
(8): Represents a grant of TI Phantom Options that will vest on December 27, 2021, 50% of which is cash-settled, and 50% of which is share-settled. Of the cash-settled portion, 50% will become exercisable on June 27, 2021, and the remaining 50% will become exercisable on June 27, 2022. The share-settled portion will be exercisable upon vesting.

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(9): Represents a grant of TI Phantom Options that will vest on June 27, 2022, 50% of which is cash-settled, and 50% of which is share-settled. Of the cash-settled portion, 50% will become exercisable on June 27, 2022, and the remaining 50% will become exercisable on June 27, 2023. The share-settled portion will be exercisable upon vesting.
(10): Includes 31,957 TI Phantom RSUs that will vest on June 27, 2021 and 22,762 TI Phantom RSUs that will vest on June 27, 2022.
(11): Includes 25,629 TELUS Phantom RSUs that will vest on June 27, 2021, 31,536 TELUS Phantom RSUs that will vest on June 27, 2022 and 964 TELUS Phantom RSUs that will vest on June 27, 2022. The 964 TELUS Phantom RSUs were granted as a portion of Mr. Puritt's 2018 annual performance bonus.
(12): Includes 9,105 TI Phantom RSUs that will vest on June 27, 2021 and 9,105 TI Phantom RSUs that will vest on June 27, 2022.
(13): Includes 10,251 TELUS Phantom RSUs that will vest on June 27, 2021, 12,615 TELUS Phantom RSUs that will vest on June 27, 2022 and 297 TELUS Phantom RSUs that will vest on June 27, 2022. The 297 TELUS Phantom RSUs were granted as a portion of Mr. Koskovich's 2018 annual performance bonus.
(14): Represents share-settled TI Phantom Options that vested on June 23, 2016 and will become exercisable upon the effective date of this offering.
(15): Includes 10,251 TELUS Phantom RSUs that will vest on June 27, 2021, 12,615 TELUS Phantom RSUs that will vest on June 27, 2022 and 212 TELUS Phantom RSUs that will vest on June 27, 2022. The 212 TELUS Phantom RSUs were granted as a portion of Ms. Tyfting's 2018 annual performance bonus.
(16): Includes 6,070 TI Phantom RSUs that will vest on June 27, 2021 and 6,070 TI Phantom RSUs that will vest on June 27, 2022.
(17): Includes 6,835 TELUS Phantom RSUs that will vest on June 27, 2021, 8,409 TELUS Phantom RSUs that will vest on June 27, 2022 and 224 TELUS Phantom RSUs that will vest on June 27, 2022. The 224 TELUS Phantom RSUs were granted as a portion of Mr. Ringman's 2018 annual performance bonus.

Option Exercises and Stock Vested

The following table summarizes the value of all share-based awards exercised, vested or earned for each NEO during the 2020 fiscal year.

	Option Awards				Stock Awards

Name	Number of shares acquired or exercised ($)		Value realized on exercise ($)		Number of shares acquired on vesting (#)⁽¹⁾		Value realized on vesting ($)⁽²⁾
Jeff Puritt		—		—		47,064		1,584,901
Vanessa Kanu		—		—		—		—
Chuck Koskovich		—		—		50,200		1,690,545
Marilyn Tyfting		—		—		18,825		645,939	⁽³⁾
Michael Ringman		—		—		12,549		422,613
Rick Rodick		83,141		2,154,343		44,244		1,501,302
George Puig		40,104		915,670		36,097		1,203,039

(1): The values in this column represent vested TI Phantom RSUs and TELUS Phantom RSUs, including reinvested dividends or dividend equivalents for the TELUS Phantom RSUs.
(2): The value realized on vesting for the TELUS RSU component is converted from CAD to USD upon payment.
(3): Represents the TI share value realized on vesting of USD $456,624, plus the TELUS share value realized on vesting, converted from CAD $239,639 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.

TELUS Retirement Plan Benefits

Defined Benefit Pension and Supplemental Retirement Arrangement—Jeff Puritt

Mr. Puritt participates in the TELUS executive retirement program. The retirement program consists of the DB Plan, which is a contributory Canadian-registered defined benefit pension plan, and the SRA, which is a supplemental pension benefit plan that provides benefits to retired executives in addition to the pension income provided under the DB Plan. The SRA supplements the pension benefits of the DB Plan by providing a total benefit at retirement determined as 2% of a participant's highest consecutive three-year average pensionable remuneration multiplied by the total number of years of credited service, up to a maximum of 35 years. This results in a maximum cap on the total benefits of 70% of the average pensionable remuneration.

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Pensionable remuneration for Mr. Puritt under the SRA is equal to his base salary plus the actual annual performance bonus paid to him in cash, up to 100% of his base salary. As is common with non-registered plans of this nature, the SRA is unfunded. The pension benefits under the registered DB Plan and the SRA are payable for a participant's lifetime, with a 60% benefit payable to the surviving spouse.

The normal retirement age is 65. Early retirement is permitted as early as age 55 if the participant has at least ten years of credited service. Retirement benefits are not reduced if the participant retires on or after age 60 with at least 15 years of service, or on or after age 55 with a combination of age and years of service equal to at least 80 (in each case, excluding any extra years of credited service granted). Otherwise, the annual benefit is reduced by 0.5% per month from the earlier of age 60 and the age at which the participant would have qualified for the full benefit amount, and further reduced by the lesser of 0.25% for each month that the participant's service (excluding any extra years of credited service granted) is less than 15 years and 0.25% for each month that the participant's age is less than 65. The SRA permits TELUS to grant additional years of credited service.

Effective January 1, 2016, Mr. Puritt ceased participation in the Defined Contribution Plan and Savings Plan and commenced participation in the DB Plan and the SRA. Pursuant to his employment agreement with the Company, Mr. Puritt's prior years of service with TELUS, from July 26, 2001 to December 31, 2015, will be recognized under the SRA in three equal installments on each of January 1, 2018, January 1, 2020 and January 1, 2022.

Defined Benefit Pension and Supplemental Employee Retirement Plan—Marilyn Tyfting

As of January 1, 2020, Ms. Tyfting participates in the TELUS retirement program for the vice presidents ("VPs") and senior vice presidents ("SVPs"). The retirement program consists of the DB Plan, which is a contributory Canadian-registered defined benefit pension plan, and the SERP 2020, which is a supplemental pension benefit plan that provides benefits to retired VPs and SVPs in addition to the pension income provided under the DB Plan. The SERP 2020 supplements the pension benefits of the DB Plan by providing a total benefit at retirement determined as 2% of a participant's highest consecutive three-year average pensionable remuneration multiplied by the total number of years of credited service, up to a maximum of 35 years. This results in a maximum cap on the total benefits of 70% of the average pensionable remuneration.

Pensionable remuneration for Ms. Tyfting under the SERP 2020 is equal to her base salary plus the actual annual performance bonus paid to her in cash. As is common with non-registered plans of this nature, the SERP 2020 is unfunded. The pension benefits under the registered DB Plan and the SERP 2020 are payable for a participant's lifetime, with a 60% benefit payable to the surviving spouse.

The normal retirement age is 65. Early retirement is permitted as early as age 45 if the participant has at least 25 years of continuous service. Retirement benefits are not reduced if the participant retires on or after age 55 with at least 25 years of credited service, or on or after age 60 with at least 20 years of credited service. Otherwise, the annual benefit is reduced so that the early retirement benefits are actuarially equivalent to the unreduced pension at the earliest unreduced retirement age.

Effective January 1, 2020, Ms. Tyfting ceased participation in the Defined Contribution Plan and Savings Plan and commenced participation in the DB Plan and the SERP 2020.

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Pension Benefits

The following table sets out information regarding Mr. Puritt's DB Plan and SRA retirement benefits and Ms. Tyfting's DB Plan and SERP 2020 retirement benefits as of December 31, 2020.

Name	Plan Name

Jeff Puritt	DB Plan	5	247,823	⁽²⁾	—
	SRA	14.667	6,417,249	⁽³⁾	—
Marilyn Tyfting	DB Plan	1	51,192	⁽⁴⁾	—
	SERP 2020	1	83,266	⁽⁵⁾	—

(1): The present value of the accumulated benefit is calculated using a valuation method and assumptions consistent with the most recent financial statements and is based on a projection of both pensionable earnings and credited service. Key economic assumptions include a discount rate of 2.5% per annum. Mortality rates are assumed to follow the Canadian Pensioners' Monthly CPM-2014 Private Sector Mortality Table with generational projection using the CPM-B improvement scale. Certain other assumptions have been made with respect to retirements and withdrawals.
(2): This value is converted from CAD $313,700 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(3): This value is converted from CAD $8,123,100 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(4): This value is converted from CAD $64,800 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(5): This value is converted from CAD $105,400 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.

TELUS Nonqualified After-Tax Account

Mr. Puritt and Ms. Tyfting have retirement benefits in the Savings Plan. The Savings Plan is a "top-up" program that works in conjunction with the Defined Contribution Plan. The Savings Plan allows participants to contribute toward their retirement in excess of what the CRA permits participants to contribute annually under the Defined Contribution Plan.

Participants can elect to contribute between 3% and 10% of their income, and based on their election, TELUS will make a matching contribution that ranges between 3% and 5.8%. Contributions up to the CRA maximum annual contribution limit are deposited in the participant's Defined Contribution Plan. Once the CRA maximum annual contribution limit is reached, participants may continue to make contributions and receive the employer contributions in the Savings Plan. Unlike participant contributions in the Defined Contribution Plan, which are made on a pre-tax basis, participant and employer contributions in the Savings Plan are made on an after-tax basis. A participant is always fully vested in the participant's own contributions; a participant vests in the Company contributions after the participant's termination of employment. A participant pays taxes on any investment gains and losses in the Savings Plan annually.

Prior to 2016, Mr. Puritt participated in the Savings Plan, but effective January 1, 2016, Mr. Puritt ceased participation in the Savings Plan and commenced participation in the registered defined benefit plan and the SRA. Ms. Tyfting ceased participation in the Savings Plan effective January 1, 2020.

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The following table⁽¹⁾ provides information regarding Mr. Puritt's and Ms. Tyfting's benefits under the Savings Plan as of December 31, 2020, disclosed pursuant to Item 402(i) of Regulation S-K of the Securities Act.

Name

Jeff Puritt	0	0	35,068	0	344,865
Marilyn Tyfting	0	0	15,881	0	152,775

(1): The values in the table are converted from CAD to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(2): Represents TELUS contributions under the Savings Plan.
(3): Represents aggregate earnings based on investment performance.

Summary of NEO Employment and Separation Agreements

We have entered into employment agreements with Mr. Puritt and Ms. Kanu, respectively and offers of employment with each of our other NEOs. Each employment agreement has an indefinite term. The material terms of each of our NEO employment agreements follow:

Jeff Puritt

On May 1, 2018, we entered into an employment agreement with Mr. Puritt setting forth the terms and conditions of his employment as our President and Chief Executive Officer, which was amended on June 18, 2019. Mr. Puritt's employment agreement provides for (1) a base salary (currently $700,000); (2) an annual incentive bonus target of 100% of his annual base salary in 2018, and thereafter, an annual incentive bonus target as determined by the chair of the board of directors, in consultation with shareholders; (3) participation in our MIP; (4) opportunity to earn an additional annual allowance of $25,000; (5) certain perquisites, including reimbursement of moving and legal expenses up to $250,000, and annual membership fees for professional associations, other business-related expenses and a vehicle allowance; (6) participation in other benefit plans of the Company; and (7) continued participation in the DB Plan and SRA.

In the event that Mr. Puritt's employment is terminated by the Company without just cause, he will be entitled to a lump-sum severance payment equal to 18 months of his then-current base salary, as well as continued benefits, COBRA premium coverage and continued participation in the TELUS pension plans for such period of time. If at any time during the 18 months following the termination date, Mr. Puritt's age plus years of service equals at least 80, then all of Mr. Puritt's equity in the MIP will continue to vest and be paid out according to the original schedule set forth in the employment agreement and subject to the criteria established in the MIP. The agreement provides that if Mr. Puritt's employment is terminated without just cause on or after June 1, 2020, then his age plus years of service will be equal to 80 and his pension will be deemed fully vested. Mr. Puritt is also entitled to certain severance benefits upon termination due to disability. Mr. Puritt's employment agreement includes certain non-competition and non-solicitation restrictive covenants during employment and one-year post-termination of employment, as well as perpetual confidentiality covenants. All severance benefits are subject to the execution and non-revocation of a general release.

Vanessa Kanu

We entered into an employment agreement with Ms. Kanu setting forth the terms and conditions of her employment as our Chief Financial Officer, effective September 7, 2020. Ms. Kanu's employment agreement provides for (1) a base salary (currently CAD $500,000); (2) an annual

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incentive bonus target of 60% of her annual base salary, and for 2020 only, the annual incentive compensation award will be no less than CAD $210,000 (70% of the target award); (3) participation in our MIP and Long-Term Incentive Plan; (4) a signing bonus of CAD $500,000 (subject to repayment by Ms. Kanu if she resigns prior to September 7, 2021, breaches her employment agreement or the restrictive covenants to which she is bound or engages in conduct constituting just cause); (5) certain perquisites, including reimbursement of annual membership fees for professional associations and other business-related expenses; and (6) participation in other benefit plans of the Company, including the Defined Contribution Plan. Under her employment agreement, Ms. Kanu is also entitled to receive a grant of long-term incentive compensation with a grant value of $1,200,000 and a grant of phantom restricted stock units with a grant value of $750,000.

In the event that Ms. Kanu's employment is terminated by the Company without just cause, she will be entitled to a lump-sum severance payment equal to 12 months of her then-current base salary, as well as continued health benefits and continued employer contributions to the Defined Contribution Plan for 12 months. Ms. Kanu is also entitled to exercise any rights with respect to equity awards arising as a result of her termination of employment pursuant to the express terms of the applicable equity plan. Ms. Kanu's employment agreement includes certain non-competition and non-solicitation restrictive covenants during employment and one-year post-termination of employment, as well as perpetual confidentiality covenants. All severance benefits are subject to the execution and non-revocation of a general release.

Chuck Koskovich

On November 14, 2016, we entered into an offer of employment with Mr. Koskovich setting forth the terms and conditions of his employment as our Senior Vice President and Chief Operating Officer. Mr. Koskovich's offer letter provides for (1) a base salary (currently $380,000); (2) an annual incentive bonus target (currently 60%) of his annual base salary; (3) participation in our MIP; (4) participation in other benefit plans of the Company; and (5) a signing bonus of $100,000.

In the event that Mr. Koskovich's employment is terminated by the Company without just cause (and not in response to a notice of resignation), he will be entitled to a gross lump-sum severance payment equal to six months of his then-current base salary, plus one additional month of base salary for each complete calendar year of service performed by Mr. Koskovich, up to a maximum termination payment equal to a period of 18 months, as well as a lump-sum payment equal to the Company's contributions to his health benefits for such period of time. The base salary calculation includes Mr. Koskovich's base salary at the time of termination and his monthly average performance bonus earnings based upon the previous four performance bonus cash payments as of the date of termination. All severance benefits are subject to the execution and non-revocation of a general release.

Marilyn Tyfting

On August 18, 2015, we entered into an offer of employment with Ms. Tyfting setting forth the terms and conditions of her employment as our Senior Vice President and Chief Corporate Officer. Ms. Tyfting's offer letter provides for (1) a base salary (currently CAD $348,412); (2) an annual incentive bonus target of 50% of her annual base salary; (3) participation in our MIP; (4) participation in other benefit plans of the Company; (5) an initial grant of CAD $250,000 under the MIP; (6) eligibility to participate in a TELUS management performance share unit plan; and (7) certain perquisites, including a company leased vehicle with a capital cost allowance of CAD $40,000 or a vehicle allowance (currently CAD $1,250) per month, paid parking, executive home office equipment, a telecommunications products and services discount and participation in the health assessment program.

In the event that Ms. Tyfting's employment is terminated by the Company without just cause, she will be entitled to a lump-sum severance payment equal to 18 months of her then-current base salary,

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as well as continued health benefits for such period of time. Ms. Tyfting is also entitled to exercise any rights arising as a result of her termination of employment pursuant to the express terms of the MIP and the TELUS management performance share unit plan and any applicable award agreement thereunder. Ms. Tyfting's employment agreement includes certain non-competition and non-solicitation restrictive covenants during employment and one-year post-termination of employment, as well as confidentiality covenants. All severance benefits are subject to the execution and non-revocation of a general release.

Michael Ringman

On May 17, 2012, we entered into an offer of employment with Mr. Ringman setting forth the terms and conditions of his employment as our Vice President Information Technology. Mr. Ringman's offer letter provides for (1) an initial base salary (currently $271,388); (2) an annual incentive bonus target (currently 50%) of his annual base salary; (3) participation in our MIP; (4) participation in other benefit plans of the Company; and (5) an initial grant of $40,000 under the MIP upon the completion of six months of employment.

In the event that Mr. Ringman's employment is terminated by the Company without just cause (and not in response to a notice of resignation), he will be entitled to a gross lump-sum payment equal to six months of base salary, plus one additional month of base salary for each complete calendar year of service performed by Mr. Ringman, up to a maximum termination payment equal to a period of 18 months, as well as a lump-sum payment equal to the Company's contributions to his health benefits for such period of time. The base salary calculation includes Mr. Ringman's base salary at the time of termination and his monthly average performance bonus earnings based upon the previous four performance bonus cash payments as of the date of termination. All severance benefits are subject to the execution of a general release.

Rick Rodick

On August 24, 2016, we entered into an offer of employment with Mr. Rodick setting forth the terms and conditions of his employment as our Chief Financial Officer. Mr. Rodick's offer letter provided for (1) a base salary; (2) an annual incentive bonus target of 50% of his annual base salary; (3) participation in our MIP; and (4) participation in other benefit plans of the Company. This agreement did not provide for any contractual severance entitlements. Mr. Rodick's employment terminated as CFO effective September 7, 2020, and he received severance payments in exchange for a separation agreement and general release.

On September 7, 2020, Mr. Rodick entered into a separation agreement documenting his receipt of severance. Pursuant to his separation agreement, Mr. Rodick received a lump-sum cash payment equal to $756,177 and payment of all outstanding unvested or unpaid equity grants and benefits under the Company's MIP, which consisted of (1) $1,188,232 for vested, unpaid TI Phantom Options; (2) $966,110 for unvested TI Phantom Options that accelerated on termination; (3) $190,404 for prorated and $63,016 for non-prorated TELUS Phantom RSUs; and (4) $481,199 for prorated and $132,436 for non-prorated TI Phantom RSUs. In exchange for these benefits, Mr. Rodick agreed to a release of claims, as well as various restrictive covenants, including non-solicitation of employees and non-solicitation and noninterference with business partners for one-year post-termination and perpetual confidentiality covenants. Please refer to "—Potential Payments Upon Termination or Change-in-Control" for more details.

George Puig

On May 23, 2017, we entered into an offer of employment for Mr. Puig setting forth the terms and conditions of his employment as our Senior Vice President, Global Sales and Customer Management

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(thereafter changed to Senior Vice President & Chief Commercial Officer), which was amended on August 2, 2017. Mr. Puig's offer letter provided for (1) a base salary; (2) an annual incentive bonus target of 50% of his base salary, 25% of which was with respect to the PBP and the remainder concerning the SIP; (3) participation in our MIP; and (4) participation in other benefit plans of the Company. Mr. Puig's employment terminated as Senior Vice President & Chief Commercial Officer effective May 21, 2020.

On May 14, 2020, Mr. Puig entered into a separation agreement documenting his receipt of severance in accordance with his offer letter, effective June 11, 2020. On October 16, 2020, we amended the terms of his separation in a restated agreement. Pursuant to his separation agreement, as amended, Mr. Puig received a lump-sum cash payment equal to (1) $303,333, calculated based on the gross amount of 12 months of base salary and an additional one month of base salary for every completed year of service; (2) $19,355 for benefits; (3) $324,146 for prorated TELUS Phantom RSUs and $878,893 for prorated TI Phantom RSUs that vested on the termination date; (4) $915,670 for all outstanding Phantom Stock Options as of the termination date; and (5) $20,670 for commission payments. In exchange for these benefits, Mr. Puig agreed to a release of claims, as well as various restrictive covenants, including non-competition, non-solicitation of employees and non-solicitation and noninterference with business partners for one-year post-termination and perpetual confidentiality covenants. Please refer to "—Potential Payments Upon Termination or Change-in-Control" for more details.

Severance on Termination of Employment

Employment of an NEO may be terminated by any of the following means: resignation by the executive, termination by the Company for just cause, termination by the Company without just cause, the retirement of the executive or disability or death of the executive. Severance entitlements are set out in individual NEO employment agreements and the MIP. See "—Summary of NEO Employment and Separation Agreements," "—Potential Payments Upon Termination or Change-in-Control" and "—Omnibus Long-Term Incentive Plan (MIP)" for more information regarding NEO severance entitlements.

Change of Control

The MIP contains change of control provisions (as defined in the MIP and below in "—Omnibus Long-Term Incentive Plan (MIP)—Change of Control"). Upon a change of control of the Company, the board of directors may take one or more of the following actions: (1) arrange for the TI Phantom Options to be assumed by, or similar options to be substituted by, the bidder or a continuing entity, subject to satisfying certain stated criteria; (2) accelerate the vesting of the TI Phantom Options; (3) make a determination as to the market price for the purpose of further actions with respect to the TI Phantom Options; (4) arrange for cash or other compensation in exchange for a surrender of any TI Phantom Options; or (5) make any other determinations as appropriate. If the board of directors does not accelerate unvested awards upon a change of control of the Company, then for any participant whose employment is terminated without just cause within 12 months of the change of control, all unvested TI Phantom Options, TI Phantom RSUs and TELUS Phantom RSUs will vest on the termination date and be exercisable for 90 days following termination, and the TI Phantom RSUs and TELUS Phantom RSUs will be settled in accordance with the MIP. For more information on the change of control provisions see "—Potential Payments Upon Termination or Change-in-Control" and "—Omnibus Long-Term Incentive Plan (MIP)—Change of Control."

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Confidentiality, Non-Compete and Non-Solicit

Each NEO is subject to a prohibition on the improper disclosure and use of confidential information and a one-year non-solicitation restriction following termination. Certain NEOs are also subject to a one-year non-compete restriction following termination.

The payments and benefits described in the table in "—Potential Payments Upon Termination or Change-in-Control" are subject to each NEO's compliance with the post-employment obligations in each of their executive employment agreements, including compliance with the confidentiality provisions, which are not limited in time. A breach of these contractual provisions will result in the immediate termination of any and all entitlement of the NEO to continue to be compensated, except and only to the extent that compensation is owed under applicable law.

Potential Payments Upon Termination or Change-in-Control

In accordance with the compensation treatment under the various termination events outlined under "—Severance on Termination of Employment" and "—Change of Control" the following table sets out the potential incremental amounts that may be payable to each NEO, assuming a termination date of December 31, 2020 (based on a closing TELUS share price of CAD $25.21 converted to USD using the MorningStar exchange rate on December 31, 2020, of $0.79 and an assumed Company share price of $89.17). The actual amounts paid to Mr. Rodick and Mr. Puig upon separation from service are listed in the following table. The actual amounts that would be paid to any other NEO can only be

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determined at the time of an actual termination of employment and would vary from those set forth in the following table.

	Annual Cash						Long-Term Incentives

	Annual Cash						Long-Term Incentives									Continued Pension Accrual ($)
	Base Salary ($)			Bonus ($)			Options ($)			RSUs ($)			Benefits ($)			Continued Pension Accrual ($)			Total ($)
Jeff Puritt
Resignation⁽¹⁾		175,000	⁽²⁾		—			—			—			—			—			175,000
Termination without just cause		1,050,000	⁽³⁾		—			4,265,524	⁽⁴⁾		6,037,223	⁽⁴⁾		38,135	⁽⁵⁾		681,612	⁽⁶⁾		12,072,494
Retirement⁽⁷⁾		—			—			4,265,524			6,037,223			—			—			10,302,747
Disability⁽⁷⁾		1,050,000	⁽⁸⁾		—			4,265,524			6,037,223			38,135	⁽⁵⁾		3,355,130	⁽⁹⁾		14,746,012
Death⁽¹⁰⁾		—			—			4,265,524			6,037,223			—			—			10,302,747
Termination with just cause		—			—			—			—			—			—			—
Change of control⁽¹¹⁾		—			—			4,265,524			6,037,223			—			—			10,302,747
Vanessa Kanu
Resignation		—			—			—			—			—			—			—
Termination without just cause		395,000	⁽¹²⁾		—			—			—			1,743	⁽⁵⁾		—			396,743
Retirement		—			—			—			—			—			—			—
Disability		—			—			—			—			—			—			—
Death		—			—			—			—			—			—			—
Termination with just cause		—			—			—			—			—			—			—
Change of control		—			—			—			—			—			—			—
Chuck Koskovich
Resignation⁽¹⁾		—			—			—			—			—			—			—
Termination without just cause		316,667	⁽¹³⁾		134,987	⁽¹⁴⁾		2,360,448	⁽¹⁵⁾		1,251,250	⁽¹⁶⁾		14,680	⁽¹⁷⁾		—			4,078,032
Retirement⁽⁷⁾		—			—			—			—			—			—			—
Disability⁽⁷⁾		—			—			1,706,226			2,085,193			—			—			3,791,419
Death⁽¹⁰⁾		—			—			1,706,226			2,085,193			—			—			3,791,419
Termination with just cause		—			—			—			—			—			—			—
Change of control⁽¹¹⁾		—			—			1,706,226			2,085,193			—			—			3,791,419
Marilyn Tyfting
Resignation⁽¹⁾		—			—			—			—			—			—			—
Termination without just cause		412,868	⁽³⁾		204,420	⁽¹⁸⁾		3,467,865	⁽¹⁵⁾		1,250,565	⁽¹⁶⁾		2,615	⁽⁵⁾		197,263	⁽¹⁹⁾		5,535,596
Retirement⁽⁷⁾		—			—			—			—			—			—			—
Disability⁽⁷⁾		—			—			1,706,226			2,083,499			—			1,332,651	⁽²⁰⁾		5,122,376
Death⁽¹⁰⁾		—			—			1,706,226			2,083,499			—			—			3,789,725
Termination with just cause		—			—			—			—			—			—			—
Change of control⁽¹¹⁾		—			—			1,706,226			2,083,499			—			—			3,789,725
Michael Ringman
Resignation⁽¹⁾		—			—			—			—			—			—			—
Termination without just cause		350,000			145,056	⁽¹⁴⁾		2,311,820	⁽¹⁵⁾		834,384	⁽¹⁶⁾		20,553	⁽¹⁷⁾		—			3,661,813
Retirement⁽⁷⁾		—			—			—			—			—			—			—
Disability⁽⁷⁾		—			—			1,137,443			1,390,646			—			—			2,528,089
Death⁽¹⁰⁾		—			—			1,137,443			1,390,646			—			—			2,528,089
Termination with just cause		—			—			—			—			—			—			—
Change of control⁽¹¹⁾		—			—			1,137,443			1,390,646			—			—			2,528,089
Rick Rodick
Separation Pay		756,177			—			2,154,343			867,345			—			—			3,777,865
George Puig
Separation Pay		303,333			20,670			915,670			1,203,040			19,356			—			2,462,069

(1): Upon a voluntary resignation by an NEO, any unvested and vested award or any portion thereof will expire on the termination date.
(2): Payment of a maximum of three months' base salary will be provided if Mr. Puritt resigns but the Company elects to terminate his employment before the expiration of the notice.
(3): Payment of a maximum of 18 months' base salary at the time of termination.
(4): Pursuant to Mr. Puritt's employment agreement, Mr. Puritt is terminated after June 1, 2020, his age plus years of service will equal to 80, and all his equity in the MIP will continue to vest and be paid out according to the original schedule. Any performance criteria will be measured against the actual results as determined in accordance with the MIP and the applicable award agreement.

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(5): Mr. Puritt and Ms. Tyfting are entitled to a maximum of 18 months of continued health benefits, and Ms. Kanu is entitled to a maximum of 12 months of continued health benefits.
(6): Pursuant to his employment agreement, if Mr. Puritt's employment is terminated without just cause on or after June 1, 2020, his age plus years of service will be equal to 80, and his pension will be deemed fully vested, and he is entitled to 18 months of continued vesting service under the DB Plan and SRA. This value is converted from CAD $862,800 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(7): Upon termination of employment due to disability of an NEO or an NEO's retirement, all awards held by the NEO will continue to vest and be settled or exercised as if the NEO remained an active employee of the Company. Mr. Puritt became eligible for retirement under the MIP as of June 1, 2020.
(8): Payment of a maximum of 18 months' base salary at the time of termination. However, if Mr. Puritt receives alternate income during any portion of the 18-month period, the Company's payment obligations will cease.
(9): Upon disability, Mr. Puritt is entitled to continue accruing service until his retirement date under the DB Plan and the SRA. For purposes of this table, we have calculated the incremental benefit to Mr. Puritt assuming retirement at age 60. This value is converted from CAD $4,247,000 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(10): Upon the death of an NEO, all unvested TI Phantom Options, TI Phantom RSUs and TELUS Phantom RSUs will immediately vest.
(11): Upon termination of employment without just cause within 12 months following a change of control (as defined in the MIP), all unvested TI Phantom Options, TI Phantom RSUs and TELUS Phantom RSUs will vest on the termination date, and the TI Phantom RSUs and TELUS Phantom RSUs will be settled in accordance with the MIP. Mr. Puritt's special TI Option grant award agreement provides that the board of directors in its sole discretion may accelerate the vesting of such TI Options upon an IPO or liquidity event, as defined in the MIP. For purposes of the disclosure in this table, we have assumed that Mr. Puritt's special TI Option award vested in full on December 31, 2020.
(12): Payment of a maximum of 12 months' base salary at the time of termination. This value is converted from CAD $500,000 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(13): Payment equal to six months' base salary for Mr. Koskovich plus one month of base salary for each completed year of service, up to a maximum total of 18 months.
(14): Payment equal to six months' severance bonus (the monthly bonus in an amount that is the average performance bonus earned by the NEO in the past four years, or less as applicable) plus one month of such severance bonus for each completed year of service, up to a maximum of 18 months.
(15): Upon termination of employment without just cause, unvested TI Phantom Options will be forfeited, and any vested TI Phantom Options will remain exercisable for 90 days following the termination.
(16): Upon termination of employment without just cause, all unvested TI Phantom RSUs and TELUS Phantom RSUs will vest pro-rata. Such pro-rata number is determined by multiplying the total number of TI Phantom RSUs and TELUS Phantom RSUs by a fraction where the numerator is the total number of days between the applicable grant date of the award and the termination date and the denominator is the number of total days in the original performance period.
(17): Payment equal to six months of Company contributions to health benefits (excluding short-term and long-term disability), plus one month for each completed year of service, up to a maximum total of 18 months.
(18): Payment equal to 18 months' severance bonus (the monthly bonus in an amount that is the average performance bonus earned by Ms. Tyfting in the past two years).
(19): Ms. Tyfting is entitled to 18 months of continued vesting service under the DB Plan and the SERP 2020. This value is converted from CAD $249,700 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(20): Upon disability, Ms. Tyfting is entitled to continue accruing service until her retirement date under the DB Plan and the SERP 2020. For purposes of this table, we have calculated the incremental benefit to Ms. Tyfting assuming retirement at age 60. This value is converted from CAD $1,686,900 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.

Company Equity-Based Compensation Plans at a Glance

Omnibus Long-Term Incentive Plan (MIP)

The purpose of the MIP is to promote the retention of key management employees, to align their interests with those of the shareholders and to provide incentive compensation based on the value of Company and TELUS shares.

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Eligible employees (any employee, director or officer) are determined by the chair of the HRC. The MIP authorizes the issuance of TI Options, TI Phantom Options, TI Phantom RSUs and TELUS Phantom RSUs. The exercise price for TI Options and TI Phantom Options is determined by the chair of the HRC on the date that such options are granted and will be the fair market value of the underlying shares as of the date of grant. Unless otherwise determined by the HRC, TI Options and TI Phantom Options will expire upon the earliest of:

•: resignation of employment by a participant (other than retirement or by reason of disability), for both vested and unvested;
•: 90 days after the termination of employment without just cause for vested awards;
•: termination of employment without just cause for unvested awards;
•: termination of employment of the participant for just cause, for both vested and unvested; or
•: the tenth anniversary of the date of grant.

The total number of shares issuable pursuant to the exercise of TI Options or TI Phantom Options cannot exceed 5.5% of all issued and outstanding shares at the grant date of the TI Option or TI Phantom Option. The Company currently has reserved shares that remain available for grant under our MIP, representing % of all issued and outstanding shares as of the date of this registration statement.

For preliminary information about the new equity compensation programs that we will implement in connection with this offering, please see "—2021 Omnibus Long-Term Incentive Plan" and "—2021 Employee Share Purchase Plan."

Other Features

The MIP contains two different methods under which exercised TI Options may be settled, in shares or cash in lieu of delivery of shares, thereby reducing the number of shares to be issued and the effects of dilution for shareholders.

Change of Control

Unless the board of directors determines otherwise, a change of control is defined as (1) any transaction or any transaction or series of transactions whereby any person or group of persons, as defined in the MIP, acting jointly or in concert, becomes the beneficial owner, directly or indirectly, of more than 50% of the voting shares; (2) any transaction or series of transactions whereby any person or group of persons, as defined in the plan, acting jointly or in concert, acquires all or substantially all of the assets of the Company and its subsidiaries; (3) the approval by the shareholders of the Company of a complete liquidation or dissolution of Company, other than pursuant to an internal reorganization; and (4) any transaction or series of transactions involving the Company, its subsidiaries or its shareholders, which the Company, in its sole discretion, deems to be a change of control.

However, subject to any other board of directors determination, a change of control specifically excludes any transactions where the record holders of the voting securities of the Company immediately before the transactions continue to have substantially the same beneficial ownership in an entity that owns, directly or indirectly, all or substantially all of the assets of the Company and its subsidiaries immediately after the transactions.

If the board of directors does not accelerate unvested TI Phantom Options upon a change of control, then for any participant whose employment is terminated without just cause within 12 months of the change of control prior to the fifth anniversary of the shareholders' agreement between us, TELUS and TI, the unvested TI Options and TI Phantom Options will immediately vest and be

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exercisable for 90 days following termination, and TI Phantom RSUs and TELUS Phantom RSUs will immediately vest. Alternatively, upon a change of control, the board of directors may take one or more of the following actions: (1) arrange for the TI Phantom Options to be assumed by, or similar options to be substituted by, the bidder or a continuing entity, subject to satisfying certain stated criteria; (2) accelerate the vesting of the TI Phantom Options; (3) make a determination as to the market price for the purpose of further actions with respect to the TI Phantom Options; (4) arrange for cash or other compensation in exchange for a surrender of any TI Phantom Options; or (5) make any other determinations as appropriate.

Amendment Procedure

The HRC has the power to amend or discontinue the MIP at any time, provided that such amendment is not prejudicial to any existing option holders.

2021 Omnibus Long-Term Incentive Plan

The 2021 LTIP was adopted by our board of directors on , and is expected to be approved by our shareholders, and will be effective the day before the registration statement of which this prospectus is a part is declared effective by the SEC. The 2021 LTIP is intended to promote the long-term financial success of the Company and to align shareholder and employee interests by means of providing employees with performance-related incentives, encouraging and providing the means for employees and non-employee directors to obtain an ownership interest in the Company, and attracting and retaining qualified talent. The following summary is qualified in its entirety by the full text of the 2021 LTIP.

All employees, non-employee directors and selected third-party service providers of the Company and its subsidiaries and affiliates will be eligible to participate in the 2021 LTIP. The 2021 LTIP will authorize the following awards ("Awards"): restricted shares, restricted share units, performance shares, performance share units, deferred share units, stock options, stock appreciation rights, cash-based awards and other forms of equity-based or equity-related Awards, as determined by the HRC consistent with the purposes of the 2021 LTIP. Unless sooner terminated, the 2021 LTIP will terminate ten years from the effective date.

Administration of the 2021 LTIP

The HRC will administer the LTIP and will have the discretion to select the individuals who receive Awards and determine the form and terms of the Awards, including any vesting, exercisability, payment or other restrictions. Subject to certain limitations, the HRC may delegate some or all of its authority to one or more 2021 LTIP administrators, including members of the HRC, officers of the Company or selected advisors. Any decision made or action taken by the board of directors, HRC or any officers or employees to whom authority has been delegated under the 2021 LTIP arising out of or in connection with the administration or interpretation of the 2021 LTIP is final, conclusive and binding. The exercise price for stock options and the grant price for stock appreciation rights will be not less than the closing trading price of a share on the trading day prior to the grant date. The term of stock options and stock appreciation rights will not exceed ten years, except for an extension of up to ten business days if the expiry is occurring at the time of a trading blackout period.

Shares Available Under the 2021 LTIP

The total number of shares that may be delivered under the 2021 LTIP will be of our authorized but unissued subordinate voting shares, which would represent approximately % of our outstanding subordinate voting shares on , 20 . The number of shares available under the 2021 LTIP will be equitably adjusted to reflect certain transactions, including, but not limited to,

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merger, consolidation, reorganization, recapitalization, separation, reclassification, stock dividend, stock split, reverse stock split, split up or spin-off.

Limits on Awards

The 2021 LTIP will limit the grants of Awards to a single participant in any calendar year as follows:

•: the maximum aggregate number of shares that may be granted in the form of stock options or stock appreciation rights is shares;
•: the maximum aggregate number of shares that may be granted in the form of restricted shares, restricted share units, performance share units and deferred share units is shares;
•: the maximum aggregate payout at the end of an applicable performance period or vesting period with respect to Awards of performance shares, performance share units (settled in shares), deferred share units, restricted shares or restricted share units (settled in shares) is shares, determined as of the date of grant; and
•: the maximum aggregate amount that may be paid under an Award of performance share units (settled in cash), cash-based Awards or any other Award that is payable in cash is $ , determined as of the date of grant.

The 2021 LTIP will limit the grants of Awards to a single non-employee director in any calendar year as follows:

•: the aggregate maximum grant date fair market value of shares that may be granted under the plan in any calendar year to any non-employee director, when added to any cash compensation paid to such non-employee director in respect of such year, will not exceed $1,000,000.

The 2021 LTIP also limits the number of shares issuable to insiders (as defined in the Company Manual of the TSX) or issued within any one-year period under the 2021 LTIP and any other security-based compensation arrangement to up to ten percent of the issued and outstanding shares.

Share Usage

The number of shares remaining available for issuance will be reduced by the number of shares subject to outstanding Awards and, for Awards that are not denominated by shares, by the number of newly-issued shares actually delivered upon settlement or payment of the Award. For purposes of determining the number of shares that remain available for issuance under the 2021 LTIP, the number of shares related to an Award to be settled in newly-issued shares granted under the 2021 LTIP that terminates by expiration, forfeiture, cancellation or otherwise without the issuance of the shares, are settled through the delivery of market- purchased shares or the delivery of consideration other than shares (including cash), will be available again for grant under the 2021 LTIP. However, where Awards providing for settlement solely in newly-issued shares have been surrendered for cancellation, for consideration or the satisfaction of the payment of the purchase price or tax withholding obligations related to the Award, the shares underlying such Award will not be available again for grant under the 2021 LTIP.

Minimum Vesting

Except for deferred share units granted to non-employee directors, all Awards will be subject to a minimum time-based vesting restriction or performance period, as applicable, of not less than one year. The minimum vesting requirements will not apply to (1) acceleration in the event of a termination of employment or termination of directorship on or following a change in control, or due to retirement, death or disability; (2) a substitute Award subject to time-based vesting restrictions no less than the

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restrictions of the Awards being replaced; and (3) Awards involving an aggregate number of shares not in excess of 5% of the total shares authorized for issuance under the 2021 LTIP.

Amendment of the 2021 LTIP

Our board of directors will have the right to amend the 2021 LTIP and any Award made under the 2021 LTIP at any time for any reason or no reason, subject to applicable laws and the requirements of any stock exchange or governmental or regulatory body (including any requirement for shareholder approval); provided that no amendment may adversely affect in any material way any Award previously granted under the 2021 LTIP without the written consent of the participant, subject to certain conditions described in the 2021 LTIP. However, shareholder approval will be obtained for any amendment that (1) increases the number of shares reserved for issuance, except in connection with a corporate transaction, (2) increases or removes the limits on shares issuable or issued to insiders, (3) involves a reduction in the exercise price of an option or grant price of a stock appreciation right, except in connection with a corporate transaction, (4) extends the term of an award beyond its original expiry date, except for an extension of up to ten business days if the expiry is occurring at the time of a trading blackout period, (5) permits transfers to persons other than permitted transferees or for estate settlement purposes or (6) deletes or reduces the range of amendments requiring shareholder approval.

Unless provided otherwise in an agreement or by the HRC prior to the date of the change in control, the 2021 LTIP will provide that in the event of a change in control:

•: outstanding Awards may be assumed by, or similar Awards be substituted by, the successor in a transaction;
•: if the participant's employment with a successor terminates in connection with or within one year following the change in control for any reason other than an involuntary termination by a successor for "cause" (as such term is defined in the applicable award agreement), all of the participant's Awards will become vested in full or deemed earned in full (assuming the target performance goals provided under the award were met, if applicable) effective on the date of the participant's termination of employment. The minimum vesting period will not apply to a substitute Award subject to time-based vesting restrictions no less than the restrictions of the Awards being replaced; and
•: if the successor does not assume the awards or issue replacement awards, the HRC will cancel all awards then held by participants in exchange for cash payment or other compensation as described in the 2021 LTIP.

Treatment of Awards Upon a Participant's Termination of Employment

The HRC will determine, at or after the time of grant, the terms and conditions that apply to any Award upon a participant's termination of employment with the Company and its affiliates. Subject to applicable laws, rules and regulations, as well as the minimum vesting period of one year, in connection with a participant's termination, the HRC will have the discretion to accelerate the vesting, exercisability or settlement of, to eliminate the restrictions and conditions applicable to, or to extend the post-termination exercise period of an outstanding Award.

Clawback

All awards will be subject to clawback or recoupment pursuant to applicable laws, rules, regulations or Company policy as in effect from time to time.

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2021 Employee Share Purchase Plan ("2021 ESPP")

We intend to adopt an employee share purchase plan, or the 2021 ESPP, pursuant to which eligible employees will be able to elect to acquire subordinate voting shares through payroll deductions. The following summary is qualified in its entirety by the full text of the 2021 ESPP.

The 2021 ESPP will allow our employees and the employees of our participating subsidiaries and affiliates the opportunity to buy shares of our subordinate voting shares at an up to 15% discount from the prevailing fair market value. Each individual who is an eligible employee on the start date of an offering period may enter that offering period on such start date. An eligible employee will be able to participate in only one offering period at a time.

The 2021 ESPP will be designed with two components so that the Company may grant purchase rights to U.S. and non-U.S. employees. Specifically, the 2021 ESPP authorizes the grant of options that are intended to qualify for favorable U.S. federal tax treatment under Section 423 of the Internal Revenue Code (the "Section 423 Component"). To facilitate participation for employees located outside the U.S. in light of non-U.S. law and other considerations, the 2021 ESPP also provides for the grant of options that are not intended to be tax-qualified under Section 423 of the Internal Revenue Code (the "Non-Section 423 Component").

Shares Authorized for Issuance

The total number of shares that may be purchased under the 2021 ESPP will be of our subordinate voting shares, which would represent approximately % of our outstanding subordinate voting shares on , 20 . The shares to be issued under the 2021 ESPP may be authorized but unissued shares or may be reacquired shares, including shares purchased on the open market.

Administration

The 2021 ESPP will be administered by the HRC or such other committee appointed by the board of directors to administer the 2021 ESPP. The plan administrator may delegate its administrative responsibilities and powers under the 2021 ESPP to any employees or a group of employees. The plan administrator may designate separate offerings under the 2021 ESPP, the terms of which need not be identical, in which eligible employees of one or more participating subsidiaries and affiliates will participate, even if the dates of the applicable offering periods in each such offering are identical; provided that the terms of participation are the same within each separate offering as determined under Section 423 of the Code. The plan administrator may also adopt sub-plans, appendices, rules and procedures relating to the operation and administration of the 2021 ESPP to facilitate participation in the 2021 ESPP by employees who are foreign nationals or employed outside the U.S. To the extent any sub-plan is inconsistent with the requirements of Section 423 of the Code, it will be considered part of the Non-Section 423 Component.

Purchase Price and Contributions

Under the 2021 ESPP, participating employees are granted rights to purchase subordinate voting shares at a price equal to up to 85% of the share's fair market value on the purchase date (unless and until such percentage is changed by the plan administrator prior to the commencement of the enrollment process for the applicable purchase interval).

An eligible employee will be able to elect to participate in an offering period under the 2021 ESPP by authorizing after-tax payroll deductions from gross wages on or before the start date of such offering period or such other payments as may be permitted. Offering periods will commence at semi-annual intervals, and have a maximum duration of six months and a minimum duration of three months unless otherwise determined by the plan administrator prior to the start of such offer period (but in no event

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may an offering period exceed 24 months). Employees may generally authorize contributions in multiples of 1%, up to a maximum of 15%, of gross wages to purchase shares under the 2021 ESPP.

Purchase of Shares

On the start date of each offering period in which a participant is enrolled, the participant will be granted a separate purchase right for such an offering period. No participant may purchase more than $25,000 of subordinate voting shares (using the fair market value of the shares on the date the purchase rights are granted) under the 2021 ESPP (and any other employee share purchase plan of the Company or an affiliate) per calendar year.

Termination of Employment

Generally, if a participant's employment terminates for any reason (including death, disability or change in status), his or her right to purchase shares during the current offering period will terminate with effect after the final payroll following termination is processed. However, if a participant ceases to remain in active service by reason of an approved leave of absence, then the participant will have the right, exercisable up until 90 days before the next purchase date, to withdraw all the contributions collected to date on his or her behalf for that purchase interval. Contributions will continue with respect to any gross wages received by a participant while he or she is on an approved leave of absence unless the participant elects to withdraw from the offering period.

If a participant transfers employment from the Company or any participating subsidiary for the Section 423 Component to a participating subsidiary for the Non-Section 423 Component, he or she will immediately cease to participate in the Section 423 Component. However, any contributions made for the offering period in which such transfer occurs will be transferred to the Non-Section 423 Component, and such participant will immediately join the then-current offering under the Non-Section 423 Component upon the same terms and conditions in effect for his or her participation in the 2021 ESPP. The plan administrator may establish different rules to govern transfers of employment between subsidiaries participating in the Section 423 Component and the Non-Section 423 Component, consistent with the applicable requirements of Section 423 of the Code.

Change in Control

If a change in control of the Company occurs, each outstanding purchase right will automatically be exercised immediately prior to the effective date of such change in control. The purchase price applicable for the purchase interval in which the change in control occurs will be equal to 85% of the fair market value per share of our subordinate voting shares immediately prior to the effective date of such change in control. However, participants will, following the receipt of notice from us of a change in control, have the right to terminate their outstanding purchase rights prior to the effective date of such change in control. Furthermore, the plan administrator may terminate any outstanding purchase rights prior to the effective date of a change in control, in which case all payroll deductions for the purchase interval in which such contributions are terminated will be promptly refunded.

Amendment and Termination of the 2021 ESPP

The board of directors will have the right to terminate, suspend or amend the 2021 ESPP at any time, generally to become effective immediately following the close of any purchase interval, subject to applicable laws and the requirements of any stock exchange or governmental or regulatory body (including any requirement for shareholder approval). However, shareholder approval will be obtained for any amendment that (1) increases the number of shares reserved for issuance, except in connection with a corporate transaction, (2) reduces the purchase price payable for the shares under the 2021 ESPP, (3) modifies the eligibility requirements for participation or (4) deletes or reduces the range of

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amendments requiring shareholder approval. Unless sooner terminated by the board of directors, the 2021 ESPP will terminate upon the earliest of: (1) ten years from the effective date; (2) the date on which all shares available for issuance under the 2021 ESPP have been sold pursuant to purchase rights exercised under the 2021 ESPP; or (3) the date on which all purchase rights are exercised in connection with a change in control of the Company.

Director Compensation

Our directors did not receive compensation for their services as directors in fiscal year 2020. Our directors who are employees of the Company or TELUS did not receive compensation for their services as directors. With the timing of the regular annual grant occurring so close to the IPO, shortly following the Lionbridge AI acquisition, and prior to the approval of a new long-term incentive plan, for 2020, our HRC, upon the recommendation of our Compensation Consultant, decided to postpone compensation paid to non-employee directors for the year ended December 31, 2020, until the completion of this offering.

Preview of 2021 Director Compensation

Immediately prior to this offering, we intend to implement a formal policy pursuant to which non-employee directors will be eligible to receive the following cash retainers and equity awards:

Role

Annual Retainer for Board Membership
Annual service on the board of directors	63,200	⁽¹⁾	94,800	⁽²⁾
Additional Annual Retainer for Committee Membership
Annual service as chair of the board of directors⁽³⁾	118,500	⁽⁴⁾	158,000	⁽⁵⁾
Annual service as chair of the Audit Committee	—		15,800	⁽⁶⁾
Annual service as chair of the HRC⁽⁷⁾	—		13,825	⁽⁸⁾
Annual service as chair of the Governance & Nominating Committee⁽⁷⁾	—		11,850	⁽⁹⁾

(1): Value converted from CAD $80,000 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(2): Value converted from CAD $120,000 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(3): The chair of the board of directors does not receive any incremental compensation for serving as a committee chair.
(4): Value converted from CAD $150,000 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(5): Value converted from CAD $200,000 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(6): Value converted from CAD $20,000 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(7): The chairs of the HRC and Governance & Nominating committees will not receive the equity component of their retainer if they are employees of TELUS. The amounts listed are incremental to cash retainer and equity for board service.
(8): Value converted from CAD $17,500 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.
(9): Value converted from CAD $15,000 to USD using the MorningStar exchange rate on December 31, 2020, of $0.79.

Except for the chair of the board of directors, employee directors and Baring nominees will receive no additional compensation for their service as a director. We will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings with the board of directors or any committee thereof. Total director compensation will be targeted at the 50^th percentile of comparator group that we will select. Each non-employee director will also be entitled to reimbursement for certain services and products offered by the Company, subject to a specified cap.

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Director Share Ownership Guidelines

Pursuant to our revised Board Policy Manual each non-employee director will be required to attain a level of share ownership of at least five times their annual cash retainer for board membership within five years of their initial election to the board of directors. Shares and deferred share units will count toward the ownership guidelines. To ensure compliance with the guidelines, non-employee directors will be required to continue to hold 50% of the net after-tax value of the Company shares received from any equity award until the ownership criteria are met.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Our Relationship with TELUS

As of December 31, 2020, TELUS, our controlling shareholder, holds 33,997,403 shares, or 62.6% of the combined voting power of our outstanding shares. Immediately following the completion of this offering, TELUS will hold % of the combined voting power of our multiple voting shares and subordinate voting shares, and will continue to be our controlling shareholder. See "Risk Factors—Risks Related to Becoming a Public Company and Our Relationship with TELUS".

In connection with this offering, we and TELUS will enter into certain agreements that will provide a framework for our relationship after this offering. The following is a summary of the terms of each intercompany agreement that we intend to enter into with TELUS prior to the completion of this offering, each of which will be filed as an exhibit to the registration statement of which this prospectus is a part. Each summary sets forth the terms of an agreement that we believe is material to us and each summary is qualified in its entirety by reference to the full text of such agreement.

For further information regarding historical related party transactions, see Note 19: Related Party Transactions to our audited consolidated financial statements and Note 18: Related Party Transactions to our unaudited condensed interim consolidated financial statements included in this prospectus.

Master Services Agreement

We currently provide strategy and innovation, next-generation technology and IT services as well as customer experience process and delivery services to TELUS pursuant to the terms of a master services agreement, which we amended and restated in January 2021. The MSA includes a minimum spend commitment of $200.0 million per year, subject to adjustment in accordance with its terms. The initial term of the MSA is ten years, unless terminated earlier or extended according to its terms. Services provided for under the MSA are priced on an arm's length basis in line with pricing for comparable services we provide to other clients. The MSA includes typical industry terms for a long-term services arrangement, including terms related to periodic price and service level reviews and benchmarking, service-level credits, termination rights, indemnification and limitation of liability.

Transition and Shared Services Agreement

We entered into a new transition and services agreement (the "TSSA") with TELUS in January 2021. Pursuant to this agreement, TELUS provides us with certain administrative and support services and certain other corporate assistance, which enhances our ability to operate efficiently and to reliably serve our clients, while leveraging TELUS' expertise. The services provided to us by TELUS under the TSSA include services to support the coordination of corporate functions, such as finance and accounting support, human resources support, investor relations, communications and media relations support.

In connection with our acquisition of MITS from TELUS, in 2020 we entered into a separate shared services agreement with TELUS, which provided for certain support services similar to those services covered by the TSSA, for MITS and related client relationships (the "MITS shared services agreement"). In connection with our entry into the TSSA, the MITS shared services agreement was terminated. The portions of the MITS shared services agreement that included network and infrastructure services provided by TELUS to MITS are included as part of a new network and infrastructure services agreement we entered into with TELUS, as described below. Also, the other services previously provided under the MITS shared services agreement are included as part of the TSSA.

The term of the TSSA is ten years. We will pay TELUS mutually agreed-upon fees for the services provided under the TSSA on a cost-plus recovery basis and have the right to terminate some or all of the services upon notice. Expiration or termination of all services will result in the termination of the TSSA, concurrently with the termination or expiration of the last remaining service.

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Master Reseller Agreement

We provide advisory, technical and cloud-based customer experience transformation services to TELUS that TELUS resells to its customers pursuant to the terms of a master reseller agreement, which we amended and restated in January 2021. The amended and restated master reseller agreement has a term of five years which automatically renews for successive one-year terms unless terminated according to its terms. Services provided under the amended and restated master reseller agreement are priced on an arm's length basis. The amended and restated master reseller agreement contains typical industry terms for a reseller agreement, including scope of rights to resell, termination rights, indemnification and limitation of liability.

Network Infrastructure Services Agreement

We and one of our U.S. subsidiaries entered into a network infrastructure services agreement with TELUS and one of its U.S. subsidiaries in January 2021. Under the network infrastructure services agreement, TELUS will provide us with various managed telecommunications and information technology services, including services that we previously received from TELUS under a previous shared service agreement and the MITS shared services agreement. The initial term of the agreement is ten years, unless terminated earlier, and will be automatically extended for successive one-year terms unless notice is given by either party thereto. The agreement includes a minimum spend commitment by us of C$47,900,000 over the first five years of the term. We are permitted to terminate any service under the agreement for convenience prior to its scheduled expiration date, subject to a minimum notice period, which is generally one month, and payment of unpaid charges and termination charges (if any) specified in the related service schedules. Fees for services provided under the agreement are consistent with fees for the same or similar services under the same or similar conditions between unrelated parties. The agreement includes typical industry terms for a long-term services arrangement, including performance service credits, termination rights, indemnification and limitation of liability.

Trademark License Agreement

We entered into a trademark license agreement with TELUS in January 2021. Under the trademark license agreement, TELUS granted us a limited, non-exclusive, non-transferable (except by sub-license) and royalty-free license to use certain TELUS trademarks (including domain names) in connection with the goods and services associated with each trademark application and/or registration. The trademark license agreement has an initial term of ten years, unless terminated earlier or extended by mutual agreement. TELUS is permitted to terminate the trademark license agreement without cause at any time, subject to a minimum notice period, which is generally thirty days. Following termination of the trademark license agreement, we will have one year to phase out any use of the trademarks. The trademark license agreement also includes standard rights to terminate with cause.

Collaboration and Financial Reporting Agreement

We expect to enter into a collaboration and financial reporting agreement with TELUS relating to our financial reporting which is intended to provide for the collaboration and coordination of TELUS International and TELUS in a range of areas. We expect that this agreement will continue in effect until the earlier of (i) a change of control transaction, (ii) when TELUS determines it is no longer required to consolidate our results of operations and financial position or to account for its investment in us under the equity method of accounting, and (iii) such date as we and TELUS may agree. The parties will negotiate the basis for phasing out their respective obligations and requirements under the agreement prior to its termination or expiry. Under this agreement, we expect to be subject to covenants, including those regarding the delivery or supply of monthly, quarterly and annual reporting information and annual budgets and financial forecasts to TELUS as well as other information that TELUS requires in support of its continuous reporting obligations and operational/management needs; conformity with TELUS' financial presentation and accounting policies and management reporting

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framework for intercompany transactions; disclosure of information about our financial controls to TELUS; the provision to TELUS of access to our auditors, certain books and records related to internal accounting controls or operations and the working papers for our annual audits and quarterly reviews; and collaboration and consultation with TELUS in connection with our strategic and business planning, the preparation of our public filings and press releases and on other specified topics. Pursuant to the collaboration and financial reporting agreement, we expect to be required to maintain business policies, practices and standards that are consistent with and at least as stringent as the corresponding TELUS policies, standards, and procedures, with such practices and standards to be adapted to conform to our business and the laws and regulations applicable to our business. The agreement will specify certain matters or actions we take that require advance review and consultation with TELUS and will also stipulate certain actions that require our board's approval. As our financial statements are currently consolidated with those of TELUS, we maintain policies and processes that comply with the financial reporting requirements that we expect to be contained in this agreement.

Credit Agreement

TELUS is a lender under our credit agreement. See "Description of Certain Indebtedness" for a description of our credit agreement.

Our Relationship with TELUS and Baring

Shareholders' Agreement

We intend to enter into a shareholders' agreement with TELUS and Baring upon consummation of this offering that will govern the relationship between us, TELUS and Baring.

Board Composition: Under our articles, as amended and restated upon consummation of this offering, our board of directors will consist of a number of directors as determined from time to time by the directors. Pursuant to the terms of the shareholders' agreement we will enter into with TELUS and Baring upon consummation of this offering, our board of directors will be initially comprised of eight directors. Upon the commencement of the Transition Period (as defined below), the size of the board will be increased to nine directors and prior to the expiry of the Initial Year (as defined below), except as may otherwise be agreed to by TELUS and Baring, the size of the board will be increased to 11 directors.

Board Appointment Rights. The shareholders' agreement will provide that during the Initial Period, we will agree to nominate four individuals designated by TELUS and two individuals designated by Baring to our board. The shareholders' agreement will also provide that during the Transition Period, so long as TELUS continues to beneficially own at least 50% of the combined voting power of our multiple voting shares and subordinate voting shares, we will agree to nominate five individuals designated by TELUS (and during the Ongoing Period (as defined below), six individuals designated by TELUS), representing a majority of the board. During the Transition Period and the Ongoing Period, if TELUS owns at least 5% of the combined voting power of our multiple voting shares and subordinate voting shares but less than 50%, the number of directors TELUS may nominate as a percentage of the board will be the greater of (i) the number of directors proportionate to the percentage of combined voting power of shares that it holds and (i) one individual. The shareholders' agreement will also provide that, for so long as TELUS continues to beneficially own at least 50% of the combined voting power of our multiple voting shares and subordinate voting shares, the Chair of the board will be a designee of TELUS that TELUS identifies to us and Baring.

The shareholders' agreement will also provide that during and after the Transition Period, so long as Baring continues to beneficially own at least 5% of the combined voting power of our multiple voting shares and subordinate voting shares, we will agree to nominate one individual designated by Baring.

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During the Initial Period and so long as Baring has the right to designate a nominee to the board, Baring shall also be entitled, but not obligated, to designate one observer to our board (during the Transition Period and Ongoing Period, two observers).

The shareholders' agreement will also provide that we will agree to nominate our Chief Executive Officer to the board of directors. The seat on our board to be held by our Chief Executive Officer does not represent one of the director nominees provided to TELUS and Baring under the shareholders' agreement.

For the purposes of the foregoing:

"Initial Period" means the period beginning on the date of closing of the offering and ending on the date that is 90 days after such date.

"Initial Year" means the period beginning on the date of closing of the offering and ending on the date that is twelve months from such date.

"Ongoing Period" means the period following the Transition Period.

"Transition Period" means the period following the Initial Period beginning upon the appointment of a ninth director and ending at the earlier of the end of the Initial Year and the appointment of a third independent director.

Board Committee Appointment Rights. The shareholders' agreement will provide that for so long as TELUS continues to beneficially own at least 50% of the combined voting power of our multiple voting shares and subordinate voting shares, TELUS will be entitled, but not obligated, to select the chair of the board and the chairs of the human resources and governance and nominating committees. The shareholders' agreement will also provide that so long as TELUS or Baring, as applicable, is entitled to nominate at least one individual to our board, it will be entitled, but not obligated, to designate at least one nominee for appointment to each of our human resources committee and governance and nominating committee, subject to compliance with applicable securities laws and listing requirements of the NYSE and TSX.

For so long as TELUS has the right to nominate a majority of our board of directors, TELUS appointees will control our board decisions and approval of all material actions not specifically requiring shareholder approval which are subject to majority board approval. See "Management" for the composition of our board and the committees of the board and more information on our board of directors.

Special TELUS Shareholder Rights. The shareholders' agreement is expected to provide that TELUS will have special shareholder rights related to certain matters including, among others, approving the selection, and the ability to direct the removal, of our Chief Executive Officer, approving the increase or decrease of the size of our board, approving the issuance of multiple voting shares and subordinate voting shares, approving amendments to our articles, consolidations or mergers with non-affiliated entities and authorizing entering into a change of control transaction, disposing of all or substantially all of our assets, and commencing liquidation, dissolution or voluntary bankruptcy or insolvency proceedings. TELUS will retain these special shareholder rights for so long as TELUS retains at least 50% of the combined voting power of our multiple voting shares and subordinate voting shares.

Registration Rights Agreement

We intend to enter into a registration rights agreement with TELUS and Baring immediately prior to the completion of this offering or the filing of any final prospectus in connection with this offering, pursuant to which we will agree to provide TELUS or Baring with certain demand and piggyback registration rights that will require us to use commercially reasonable efforts to effect the registration under applicable federal, state and provincial securities laws, in either Canada or the United States of

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any of our subordinate voting shares held by TELUS or Baring following the completion of this offering.

We expect that under the registration rights agreement we will be generally responsible for all registration expenses in connection with the performance of our obligations under the registration rights provisions in the registration rights agreement. TELUS or Baring will generally be responsible for all underwriting discounts, selling commissions and securities transfer taxes applicable to any sale.

We expect that the agreement will contain customary representations, covenants, and indemnification and contribution provisions by us for the benefit of TELUS and Baring and, in limited situations, by TELUS and Baring for the benefit of us.

Share Issuances

In connection with the acquisition of Lionbridge AI, we issued 1,678,242 shares of Class A common shares to TELUS for proceeds of approximately $149.6 million and 901,101 shares of Class B common shares to Baring for proceeds of approximately $80.4 million to fund a portion of the purchase price. For more information on Lionbridge AI, see "Lionbridge AI". For details on other historical share issuances to TELUS and Baring, see Note 19: Related Party Transactions to our audited consolidated financial statements and Note 18: Related Party Transactions to our unaudited condensed interim consolidated financial statements included in this prospectus.

Related Party Transactions Policy

Prior to the completion of this offering, we expect to implement formal policies and procedures for the review, approval or ratification of related-party transactions that may be required to be reported under the disclosure rules applicable to us. As at the date of this prospectus, such transactions, if and when they are proposed or have occurred, are reviewed by one or more of the board of directors, audit committee or the compensation committee (other than the directors or committee members involved, if any) on a case-by-case basis, depending on whether the nature of the transaction would otherwise be under the purview of the audit committee, the compensation committee or the board of directors.

Interests of Management and Others in Material Transactions

Other than as described in this prospectus, there are no material interests, direct or indirect, of any of our directors or executive officers, any shareholder that beneficially owns, or controls or directs (directly or indirectly), a greater than 10% interest in the voting power of the company, or any associate or affiliate of any of the foregoing persons, in any transaction since the beginning of the preceding three financial years before the date of this prospectus that has materially affected or is reasonably expected to materially affect us or any of our subsidiaries.

Indebtedness

None of our directors, executive officers, employees, former directors, former executive officers or former employees or any of our subsidiaries, and none of their respective associates or affiliates, is or has at any time since the beginning of the preceding three financial years has been indebted to us, TELUS or any of our subsidiaries or another entity whose indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar agreement or understanding provided to us, TELUS or any of our subsidiaries.

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PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth information relating to the beneficial ownership of our shares as at December 31, 2020, by:

•: each of our directors;
•: each of our executive officers;
•: all directors and executive officers as a group; and
•: each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares, which includes each of the selling shareholders;

Beneficial ownership is determined in accordance with SEC rules. The information is not necessarily indicative of beneficial ownership for any other purpose. In general, under these rules a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power or investment power with respect to such security. In addition, the rules include shares issuable pursuant to the exercise of stock options, warrants or other convertible securities that are either immediately exercisable or exercisable on or before March 1, 2021, which is 60 days after December 31, 2020. These shares are deemed to be outstanding and beneficially owned by the person holding those options, warrants or other convertible securities for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as a group. The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them.

The percentage of subordinate voting shares and multiple voting shares beneficially owned prior to the offering is based on , , and Class A, Class B, Class C, Class D and Class E common shares, respectively, outstanding as at December 31, 2020, and assumes the completion of the reorganization described in "Description of Share Capital". The percentage of subordinate voting shares beneficially owned after the offering is based on (i) the issuance and sale by us of subordinate voting shares in this offering, (ii) no exercise of the underwriters' over-allotment option, and (iii) that none of our executive officers, directors, shareholders who beneficially own more than five percent of our subordinate voting shares or affiliates of the foregoing will participate in this offering, including pursuant to the directed share program. The number and percentage of subordinate voting shares beneficially owned after this offering do not include subordinate voting shares that may be purchased pursuant to the directed share program. See "Underwriting—Directed Share Program". The percentage of multiple voting shares beneficially owned after the offering is based on a total of multiple voting shares to be outstanding after the offering, after giving effect to the reorganization.

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The address for each of our directors and executive officers listed below is c/o TELUS International (Cda) Inc., Floor 7, 510 West Georgia Street, Vancouver, BC V6B 0M3, Canada.

	Beneficial Ownership Before the Offering					Beneficial Ownership After the Offering

	Subordinate Voting Shares		Multiple Voting Shares		% of Total Voting Power before the Offering	Subordinate Voting Shares		Multiple Voting Shares		% of Total Voting Power after the Offering(4)
Name of Beneficial Owner	Shares	%	Shares	%	% of Total Voting Power before the Offering	Shares(3)	%	Shares	%	% of Total Voting Power after the Offering(4)
Directors and Executive Officers:
Jeffrey Puritt
Marilyn Tyfting
Vanessa Kanu
Charles Koskovich
Michael Ringman
Michel E. Belec
James Radzicki
Josh Blair
Kenneth Cheong
Doug French
Tony Geheran
Stephen Lewis
Jimmy Mahtani
All directors and executive officers as a group (13 persons)
5% Shareholders:
TELUS⁽¹⁾
Baring⁽²⁾

(1): Consists of shares held by TELUS Communications, Inc., 1276431 B.C. Ltd., 1276433 B.C. Ltd., 1276435 B.C. Ltd., 1276436 B.C. Ltd. and TELUS International Holding Inc., each a wholly-owned subsidiary of TELUS. For details on significant acquisitions of our common shares by TELUS, see "Prior Sales" and "Certain Relationships and Related Party Transactions-Share Issuances".
(2): Consists of shares held by Riel B.V., which is indirectly and wholly-owned by The Baring Asia Private Equity Fund VI, L.P.1 ("Fund VI1"), The Baring Asia Private Equity Fund VI, L.P.2 ("Fund VI2") and certain of its affiliates. The general partner of Fund VI1 and Fund VI2 is Baring Private Equity Asia GP VI, L.P. ("Fund VI GP"). The general partner of Fund VI GP is Baring Private Equity Asia GP VI Limited ("Fund VI Limited"). As the sole shareholder of Fund VI Limited, Jean Eric Salata may be deemed to have voting and dispositive power with respect to the shares beneficially owned by Fund VI and Fund VI2 and their affiliates, but disclaims beneficial ownership of such shares. The address of Fund VI GP, Fund VI Limited, and Jean Eric Salata is c/o Maples Corporate Services Limited, 390 GT Ugland House, South Church Street, Georgetown, Grand Cayman, Cayman Islands. For details on significant acquisitions of our common shares by Baring, see "Prior Sales" and "Certain Relationships and Related Party Transactions—Share Issuances".
(3): Figure represents ownership on a non-diluted basis. On a fully-diluted basis (assuming the conversion of all multiple voting shares to subordinate voting shares and the exercise of all options), TELUS' and Baring's respective ownership represents % and % of the issued and outstanding subordinate voting shares immediately following the closing of this offering. If the underwriters' over-allotment option is exercised in full, TELUS and Baring's respective ownership represents % ( % on a fully diluted basis) and % ( % on a fully diluted basis) of the issued and outstanding subordinate voting shares immediately following the closing of this offering.
(4): Percentage of total voting power represents voting power with respect to all of our subordinate voting shares and multiple voting shares, as a single class. The holders of our multiple voting shares are entitled to 10 votes per share, and holders of our subordinate voting shares are entitled to one vote per share. For more information on the voting rights attaching to our subordinate voting shares and multiple voting shares, see "Description of Share Capital—Authorized Share Capital—Subordinate Voting Shares and Multiple Voting Shares".

As at December 31, 2020, we had registered holders of our Class A, Class B, Class C, Class D and Class E common shares (collectively, the "Pre-Offering Common Shares"), with registered holders in Canada, representing % of our outstanding Pre-Offering Common Shares, and registered holders in the United States, representing % of our outstanding Pre-Offering Common Shares.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Credit Agreement

General

We entered into a senior secured credit agreement, which includes two revolving credit facilities and loan facility agreement, originally dated as of May 31, 2016 and amended and restated on January 28, 2020 and as further amended and restated on December 18, 2020, with The Bank of Nova Scotia, as administrative agent and certain other financial institutions and TELUS, serving as a lender. The credit agreement provides for (i) a $230.0 million revolving facility, (ii) a $620.0 million revolving facility ($250.0 million of which could only be used to finance the acquisition of Lionbridge AI), (iii) a $600.0 million term loan facility and (iv) a $250.0 million term loan facility to finance the acquisition of Lionbridge AI. In addition, the revolving credit facilities each include a sub-facility for standby letters of credit with an aggregate cap of C$50.0 million or the equivalent in U.S. dollars or euros. The facilities generally bear interest at various floating rates, with a credit spread that varies by reference to the ratio of total net debt to EBITDA for the applicable fiscal quarter. The $620.0 million revolving credit facility and the term loan facilities are subject to an accordion feature allowing us to increase either or both of these facilities by up to an aggregate amount of $250.0 million, subject to certain customary conditions and increases in interest rates and standby fees. The revolving credit facilities and the $600.0 million term loan facility mature on January 28, 2025. The $250.0 million term loan facility will mature on December 22, 2022. The obligations thereunder are guaranteed by all of our wholly-owned subsidiaries and secured by a first priority interest in all of our assets and equity interests in our subsidiaries. As at September 30, 2020, there was $351.5 million outstanding under the revolving credit facilities and $585.0 million outstanding under the initial term loan facility. Indebtedness incurred under the credit agreement was used to finance the acquisitions of (i) the non-controlling interest in Xavient and the follow-on purchase of Xavient, (iii) CCC and (iii) Lionbridge AI. In connection with the acquisition of Lionbridge AI, we borrowed an additional $709.0 million under our credit agreement, of which $265.0 million was drawn on the term loan facilities, and the remainder on the revolving facilities. For more information, see "Lionbridge AI".

TELUS, our parent company and controlling shareholder, is a lender under the credit agreement, with a lending responsibility up to 8.8% of the amounts available to us under our facilities (at an aggregate level based on the total size of the credit facilities) as of the date of this prospectus.

Covenants and Events of Default

The credit agreement imposes certain customary restrictions on our activities, including, but not limited to, and subject to certain customary exceptions, our ability to incur indebtedness (including guarantee obligations), incur liens, engage in certain fundamental changes, amend, modify or terminate the master services agreement and shared services agreements we have entered into with TELUS and the shareholders' agreements we have entered into with TELUS and Baring, make acquisitions or investments, and sell assets. For more information on the agreements we have entered to with TELUS and Baring, please see "Certain Relationships and Related Party Transactions—Our Relationship with TELUS" and "Certain Relationships and Related Party Transactions—Our Relationships with TELUS and Baring".

The credit agreement also requires us to maintain a total net debt to EBITDA ratio of 5.25 to 1 for each fiscal quarter from and including the fiscal quarter ending December 31, 2020, to and including the fiscal quarter ending December 31, 2021, with a step down to 4.50 to 1 for each fiscal quarter thereafter until and including the fiscal quarter ending December 31, 2022, and a further step down to 3.75 to 1 for each fiscal quarter thereafter. If we make permitted acquisitions with an aggregate cash consideration above $60 million in any twelve-month period, we may request that the maximum permitted total net debt to EBITDA ratio steps up to 4.50 to 1 for the fiscal quarter in

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which such threshold was exceeded and for each of the seven following fiscal quarters, returning, thereafter, to 3.75 to 1. We are also required to maintain a consolidated debt service coverage ratio financial covenant of at least 1.5 to 1.00 in every fiscal quarter.

The credit agreement provides for customary events of default, including, without limitation: (a) cross-default and cross-acceleration to indebtedness and judgments of over $25.0 million, (b) TELUS ceasing to have the power to, directly or indirectly, (i) vote shares that represent more than 50% our voting shares, (ii) direct our management, business or policies and (iii) elect or appoint a majority of our directors, and (b) termination of the master services agreement and the shared services agreements we have entered into with TELUS.

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DESCRIPTION OF SHARE CAPITAL

General

In connection with this offering, we will effect a 1-for- split of each of our outstanding classes of securities. Prior to the closing of this offering, we will undertake certain transactions to amend our share capital as follows:

•

TELUS will exchange all of its outstanding Class A common shares, Class C common shares and Class D common shares for Class B common shares;

•

each holder of Class C common shares and Class D common shares will exchange their shares for Class E common shares;

•

our notice of articles will be altered and our articles will be amended to:

•: redesignate our Class B common shares as multiple voting shares;
•: redesignate our Class E common shares as subordinate voting shares;
•: eliminate our Class A common shares, Class C common shares, Class D common shares, Class A preferred shares and Class B preferred shares; and
•: authorize an unlimited number of preferred shares, issuable in series.

The following is a summary of the terms of our subordinate voting shares, multiple voting shares and preferred shares, as set forth in our notice of articles and articles (as used herein, references to our articles are to the notice of articles and articles as they will be amended and restated in connection with this offering), and certain related sections of the BCBCA. The following summary is subject to, and is qualified in its entirety by reference to, the provisions of our articles, the form of which is filed as an exhibit to the registration statement relating to this offering, and the applicable provisions of the BCBCA. You may obtain copies of our articles as described under "Where You Can Find More Information" in this prospectus.

Authorized Share Capital

Effective upon the closing of this offering, our share capital will consist of an unlimited number of subordinate voting shares, an unlimited number of multiple voting shares and an unlimited number of preferred shares, issuable in series. Immediately following the closing of this offering, we expect to have subordinate voting shares issued and outstanding and multiple voting shares issued and outstanding (assuming, in each case, no exercise of the over-allotment option), and no preferred shares issued and outstanding. All of the issued and outstanding multiple voting shares will, directly or indirectly, be held by TELUS, Baring and their respective Permitted Holders (as defined below).

The subordinate voting shares are "restricted securities" within the meaning of such term under applicable securities laws in Canada. We are exempt from the requirements of Section 12.3 of National Instrument 41-101—General Prospectus Requirements on the basis that we were a private issuer within the meaning of such term under applicable securities laws in Canada immediately before filing this prospectus.

Subordinate Voting Shares and Multiple Voting Shares

Holders of our multiple voting shares are entitled to 10 votes per multiple voting share and holders of subordinate voting shares are entitled to one vote per subordinate voting share on all matters upon which holders of shares are entitled to vote. After giving effect to the offering, the subordinate voting shares will collectively represent % of our total issued and outstanding shares

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and % of the combined voting power attached to all of our issued and outstanding shares ( % and %, respectively, if the over-allotment option is exercised in full). Subject to the prior rights of the holders of our preferred shares, the holders of our multiple voting shares and subordinate voting shares are entitled to receive dividends as and when declared by our board of directors, without preference or distinction among or between the subordinate voting shares and the multiple voting shares. See the section entitled "Dividend Policy". Subject to the prior payment to the holders of our preferred shares, if any, in the event of our liquidation, dissolution or winding-up or other distribution of our assets among our shareholders, the holders of our multiple voting shares and subordinate voting shares are entitled to share pro rata in the distribution of the balance of our assets, without preference or distinction among or between the subordinate voting shares and the multiple voting shares. Holders of multiple voting shares and subordinate voting shares have no pre-emptive or conversion or exchange rights or other subscription rights, except that each outstanding multiple voting share may at any time, at the option of the holder, be converted into one subordinate voting share and our multiple voting shares will automatically convert into subordinate voting shares upon certain transfers and other events, as described below under "—Conversion". There are no redemption, retraction, purchase for cancellation or surrender provisions or sinking or purchase fund provisions applicable to our subordinate voting shares or multiple voting shares. There is no provision in our articles requiring holders of subordinate voting shares or multiple voting shares to contribute additional capital, or permitting or restricting the issuance of additional securities or any other material restrictions. The special rights or restrictions attached to the subordinate voting shares and multiple voting shares are subject to and may be adversely affected by, the rights attached to any series of preferred shares that we may designate in the future.

Conversion

The subordinate voting shares are not convertible into any other class of shares. Each outstanding multiple voting share may at any time, at the option of the holder, be converted into one subordinate voting share. Upon the first date that any multiple voting share beneficially owned by a person other than by a Permitted Holder (as defined below), the Permitted Holder which held such multiple voting share until such date, without any further action, shall automatically be deemed to have exercised his, her or its rights to convert such multiple voting share into a fully paid and non-assessable subordinate voting share.

In addition:

•: all multiple voting shares held by the TELUS Permitted Holders will convert automatically into subordinate voting shares at such time as the TELUS Permitted Holders that hold multiple voting shares no longer as a group beneficially own, directly or indirectly and in the aggregate, at least % of the issued and outstanding subordinate voting shares and multiple voting shares; and
•: all multiple voting shares held by the Baring Permitted Holders will convert automatically into subordinate voting shares at such time as the Baring Permitted Holders that hold multiple voting shares no longer as a group beneficially own, directly or indirectly and in the aggregate, at least % of the issued and outstanding subordinate voting shares and multiple voting shares.

For the purposes of the foregoing:

"Affiliate" means, with respect to any specified Person, any other Person which directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with such specified Person;

"Baring Permitted Holders" means any funds managed or advised by Baring Private Equity Asia Group Limited or any of its Affiliates, in each case provided that it is controlled, directly or indirectly,

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or managed or advised by Baring Private Equity Asia Group Limited or an Affiliate of Baring Private Equity Asia Group Limited;

"Permitted Holders" means any of (i) the Baring Permitted Holders, and (ii) the TELUS Permitted Holders;

"Person" means any individual, partnership, corporation, company, association, trust, joint venture or limited liability company;

"TELUS Permitted Holders" means TELUS and any of its Affiliates, in each case provided that it is controlled, directly or indirectly, or managed by TELUS or an Affiliate of TELUS;

A Person is "controlled" by another Person or other Persons if: (i) in the case of a company or other body corporate wherever or however incorporated: (A) securities entitled to vote in the election of directors carrying in the aggregate at least a majority of the votes for the election of directors and representing in the aggregate at least a majority of the participating (equity) securities are held, other than by way of security only, directly or indirectly, by or solely for the benefit of the other Person or Persons; and (B) the votes carried in the aggregate by such securities are entitled, if exercised, to elect a majority of the board of directors of such company or other body corporate; or (ii) in the case of a Person that is not a company or other body corporate, at least a majority of the participating (equity) and voting interests of such Person are held, directly or indirectly, by or solely for the benefit of the other Person or Persons; and "controls", "controlling" and "under common control with" shall be interpreted accordingly.

Preferred Shares

Under our articles, preferred shares may be issued in one or more series. Accordingly, our board of directors is authorized, without shareholder approval but subject to the provisions of the BCBCA, to determine the maximum number of shares of each series, create an identifying name for each series and attach such special rights or restrictions, including dividend, liquidation and voting rights, as our board of directors may determine, and such special rights or restrictions, including dividend, liquidation and voting rights, may be superior to those of each of the subordinate voting shares and the multiple voting shares. The issuance of preferred shares, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change of control of our company and might adversely affect the market price of our subordinate voting shares and multiple voting shares and the voting and other rights of the holders of subordinate voting shares and multiple voting shares. We have no current plan to issue any preferred shares.

Certain Important Provisions of our Articles and the BCBCA

The following is a summary of certain important provisions of our articles and certain related sections of the BCBCA. Please note that this is only a summary and is not intended to be exhaustive. This summary is subject to, and is qualified in its entirety by reference to, the provisions of our articles and the BCBCA.

In addition, the shareholders' agreement we plan to execute with TELUS and Baring in connection with this offering contains certain restrictions on your rights as a shareholder. See "Certain Relationships and Related Party Transactions—Our Relationship with TELUS and Baring—Shareholders' Agreement".

Stated Objects or Purposes

Our articles do not contain stated objects or purposes and do not place any limitations on the business that we may carry on.

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Directors

Power to vote on matters in which a director is materially interested. Under the BCBCA a director who has a material interest in a contract or transaction, whether made or proposed, that is material to us, must disclose such interest to us, subject to certain exceptions such as if the contract or transaction: (i) is an arrangement by way of security granted by us for money loaned to, or obligations undertaken by, the director for our benefit or for one of our affiliates' benefit; (ii) relates to an indemnity or insurance permitted under the BCBCA; (iii) relates to the remuneration of the director in his or her capacity as director, officer, employee or agent of our company or of one of our affiliates; (iv) relates to a loan to our company while the director is the guarantor of some or all of the loan; or (v) is with a corporation that is affiliated to us while the director is also a director or senior officer of that corporation or an affiliate of that corporation.

A director who holds such disclosable interest in respect of any material contract or transaction into which we have entered or propose to enter may be required to absent himself or herself from the meeting while discussions and voting with respect to the matter are taking place. A director who holds a disclosable interest may also be liable to account to us for any profit that accrues to the director under or as a result of a contract or transaction in which the director holds a disclosable interest, unless the contract or transaction is: (a) approved by the other directors or by a special resolution of the shareholders, or (b) the contract or transaction was entered into before the individual became a director, the disclosable interest was disclosed to the other directors and shareholders and the director who holds the disclosable interest does not vote on any decision or resolution touching on the contract or transaction. Directors will also be required to comply with certain other relevant provisions of the BCBCA regarding conflicts of interest.

Number of shares required to be owned by a director. Neither our articles nor the BCBCA provide that a director is required to hold any of our shares as a qualification for holding his or her office. Our board of directors has discretion to prescribe minimum share ownership requirements for directors.

Issuance of Additional Multiple Voting Shares

We may not issue multiple voting shares without the approval of at least two-thirds of the votes cast at a meeting of the holders of subordinate voting shares duly held for that purpose. However, approval is not required in connection with a subdivision or consolidation on a pro rata basis as between the subordinate voting shares and the multiple voting shares.

Subdivision or Consolidation

No subdivision or consolidation of the subordinate voting shares or the multiple voting shares may be carried out unless, at the same time, the multiple voting shares or the subordinate voting shares, as the case may be, are subdivided or consolidated in the same manner and on the same basis.

Certain Amendments and Change of Control

In addition to any other voting right or power to which the holders of subordinate voting shares shall be entitled by law or regulation or other provisions of our articles from time to time in effect, but subject to the provisions of our articles, holders of subordinate voting shares shall be entitled to vote separately as a class, in addition to any other vote of our shareholders that may be required, in respect of any alteration, repeal or amendment of our articles which would adversely affect the rights or special rights of the holders of subordinate voting shares or affect the holders of subordinate voting shares and multiple voting shares differently, on a per share basis, including an amendment to our articles that provides that any multiple voting shares sold or transferred to a Person that is not a Permitted Holder shall be automatically converted into subordinate voting shares.

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Pursuant to our articles, holders of subordinate voting shares and multiple voting shares will be treated equally and identically, on a per share basis, in certain change of control transactions that require approval of our shareholders under the BCBCA, unless different treatment of the shares of each such class is approved by a majority of the votes cast by the holders of our subordinate voting shares and multiple voting shares, each voting separately as a class.

Our articles do not otherwise contain any change of control limitations with respect to a merger, acquisition or corporate restructuring that involves us.

Shareholder Meetings

Subject to applicable stock exchange requirements, we must hold a general meeting of our shareholders at least once every year at a time and place determined by our board of directors, provided that the meeting must not be held later than 15 months after the preceding annual general meeting. A meeting of our shareholders may be held anywhere in or outside British Columbia.

A notice to convene a meeting, specifying the date, time and location of the meeting, and, where a meeting is to consider special business, the general nature of the special business must be sent to each shareholder entitled to attend the meeting and to each director not less than 21 days and no more than 60 days prior to the meeting, although, as a result of applicable securities laws, the minimum time for notice is effectively longer in most circumstances. Under the BCBCA, shareholders entitled to notice of a meeting may waive or reduce the period of notice for that meeting, provided applicable securities laws are met. The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any person entitled to notice does not invalidate any proceedings at that meeting.

A quorum for meetings of shareholders is present if shareholders who, in the aggregate, hold at least 25% of the issued shares plus at least a majority of multiple voting shares entitled to be voted at the meeting are present in person or represented by proxy. If a quorum is not present at the opening of any meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place, unless the meeting was requisitioned by shareholders, in which case the meeting is dissolved.

Holders of our subordinate voting shares and multiple voting shares are entitled to attend and vote at meetings of our shareholders except meetings at which only holders of a particular class are entitled to vote. Except as otherwise provided with respect to any particular series of preferred shares, and except as otherwise required by law, the holders of our preferred shares are not entitled as a class to receive notice of, or to attend or vote at any meetings of our shareholders. Our directors, our secretary (if any), our auditor and any other persons invited by our chair or directors or with the consent of those at the meeting are entitled to attend any meeting of our shareholders but will not be counted in the quorum or be entitled to vote at the meeting unless he or she is a shareholder or proxyholder entitled to vote at the meeting.

Shareholder Proposals and Advance Notice Procedures

Under the BCBCA, qualified shareholders holding at least one percent (1%) of our issued voting shares may make proposals for matters to be considered at the annual general meeting of shareholders. Such proposals must be sent to us in advance of any proposed meeting by delivering a timely written notice in proper form to our registered office in accordance with the requirements of the BCBCA. The notice must include information on the business the shareholder intends to bring before the meeting. To be a qualified shareholder, a shareholder must currently be and have been a registered or beneficial owner of at least one share of the company for at least two years before the date of signing the proposal.

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We have included certain advance notice provisions with respect to the election of our directors in our articles (the "Advance Notice Provisions"). The Advance Notice Provisions are intended to: (i) facilitate orderly and efficient annual general meetings or, where the need arises, special meetings; (ii) ensure that all shareholders receive adequate notice of board nominations and sufficient information with respect to all nominees; and (iii) allow shareholders to register an informed vote. Only persons who are nominated in accordance with the Advance Notice Provisions will be eligible for election as directors at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors.

Under the Advance Notice Provisions, a shareholder wishing to nominate a director would be required to provide us notice, in the prescribed form, within the prescribed time periods. These time periods include, (i) in the case of an annual meeting of shareholders (including annual and special meetings), not less than 30 days prior to the date of the annual meeting of shareholders; provided, that if the first public announcement of the date of the annual meeting of shareholders (the "Notice Date") is less than 50 days before the meeting date, not later than the close of business on the 10th day following the Notice Date; and (ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes electing directors, not later than the close of business on the 15th day following the Notice Date, provided that, in either instance, if notice-and-access (as defined in National Instrument 54-101—Communication with Beneficial Owners of Securities of a Reporting Issuer) is used for delivery of proxy related materials in respect of a meeting described above, and the Notice Date in respect of the meeting is not less than 50 days prior to the date of the applicable meeting, the notice must be received not later than the close of business on the 40th day before the applicable meeting.

These provisions could have the effect of delaying until the next shareholder meeting the nomination of certain persons for director that are favored by the holders of our outstanding voting securities.

Take-Over Bid Protection

Under applicable securities laws in Canada, an offer to purchase multiple voting shares would not necessarily require that an offer be made to purchase subordinate voting shares. In accordance with the rules of the TSX designed to ensure that, in the event of a take-over bid, the holders of subordinate voting shares will be entitled to participate on an equal footing with holders of multiple voting shares, the holders of multiple voting shares upon completion of this offering will enter into a customary coattail agreement with us and a trustee (the "Coattail Agreement"). The Coattail Agreement will contain provisions customary for dual-class, TSX-listed corporations designed to prevent transactions that otherwise would deprive the holders of subordinate voting shares of rights under applicable securities laws in Canada to which they would have been entitled if the multiple voting shares had been subordinate voting shares.

The undertakings in the Coattail Agreement will not apply to prevent a sale by the holders of multiple voting shares or their Permitted Holders of multiple voting shares if concurrently an offer is made to purchase subordinate voting shares that:

•: offers a price per subordinate voting share at least as high as the highest price per share to be paid pursuant to the take-over bid for the multiple voting shares;
•: provides that the percentage of outstanding subordinate voting shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of multiple voting shares to be sold (exclusive of multiple voting shares owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror);

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•: has no condition attached other than the right not to take up and pay for subordinate voting shares tendered if no shares are purchased pursuant to the offer for multiple voting shares; and
•: is in all other material respects identical to the offer for multiple voting shares.

In addition, the Coattail Agreement will not prevent the transfer of multiple voting shares to Permitted Holders, provided such transfer is not or would not have been subject to the requirements to make a take-over bid (if the vendor or transferee were in Canada) or constitutes or would be exempt from certain requirements applicable to take-over bids under applicable securities laws in Canada. The conversion of multiple voting shares into subordinate voting shares, whether or not such subordinate voting shares are subsequently sold, would not constitute a disposition of multiple voting shares for the purposes of the Coattail Agreement.

Under the Coattail Agreement, any sale of multiple voting shares by a holder of multiple voting shares party to the Coattail Agreement will be conditional upon the transferee becoming a party to the Coattail Agreement, to the extent such transferred multiple voting shares are not automatically converted into subordinate voting shares in accordance with our articles.

The Coattail Agreement will contain provisions for authorizing action by the trustee to enforce the rights under the Coattail Agreement on behalf of the holders of the subordinate voting shares. The obligation of the trustee to take such action will be conditional on us or holders of the subordinate voting shares providing such funds and indemnity as the trustee may reasonably require. No holder of subordinate voting shares will have the right, other than through the trustee, to institute any action or proceeding or to exercise any other remedy to enforce any rights arising under the Coattail Agreement unless the trustee fails to act on a request authorized by holders of not less than 10% of the outstanding subordinate voting shares and reasonable funds and indemnity have been provided to the trustee.

Other than in respect of non-material amendments and waivers that do not adversely affect the interests of holders of subordinate voting shares, the Coattail Agreement will provide that, among other things, it may not be amended, and no provision thereof may be waived, unless, prior to giving effect to such amendment or waiver, the following have been obtained: (a) the consent of the TSX and any other applicable securities regulatory authority in Canada; and (b) the approval of at least two-thirds of the votes cast by holders of subordinate voting shares represented at a meeting duly called for the purpose of considering such amendment or waiver, excluding votes attached to subordinate voting shares held by the holders of multiple voting shares or their respective permitted transferees and any persons who have an agreement to purchase multiple voting shares on terms which would constitute a sale or disposition for purposes of the Coattail Agreement, other than as permitted thereby.

No provision of the Coattail Agreement will limit the rights of any holders of subordinate voting shares under applicable law.

Forum Selection

We have included a forum selection provision in our articles that provides that, unless we consent in writing to the selection of an alternative forum, the Superior Court of British Columbia, Canada and the appellate courts therefrom, will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the BCBCA or our articles; or (iv) any action or proceeding asserting a claim otherwise related to the relationships among us, our affiliates and their respective shareholders, directors and/or officers, but excluding claims related to our business or such affiliates. The forum selection provision also provides that our securityholders are deemed to have consented to personal jurisdiction in the Province of British Columbia and to service

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of process on their counsel in any foreign action initiated in violation of the foregoing provisions. This forum selection provision will not apply to any causes of action arising under the Securities Act, or the Exchange Act. The Securities Act provides that both federal and state courts have concurrent jurisdiction over suits brought to enforce any duty or liability under the Securities Act or the rules and regulations thereunder, and the Exchange Act provides that federal courts have exclusive jurisdiction over suits brought to enforce any duty or liability under the Exchange Act or the rules and regulations thereunder. Unless we consent in writing to the selection of an alternative forum, the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts in New York County, New York) shall be the sole and exclusive forum for resolving any complaint filed in the United States asserting a cause of action arising under the Securities Act and the Exchange Act. Investors cannot waive, and accepting or consenting to this forum selection provision does not represent you are waiving compliance with U.S. federal securities laws and the rules and regulations thereunder.

Limitation of Liability and Indemnification

Under the BCBCA, a company may indemnify: (i) a current or former director or officer of that company; (ii) a current or former director or officer of another corporation if, at the time such individual held such office, the corporation was an affiliate of the company, or if such individual held such office at the company's request; or (iii) an individual who, at the request of the company, held, or holds, an equivalent position in another entity (an "indemnifiable person") against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal, administrative or other legal proceeding or investigative action (whether current, threatened, pending or completed) in which he or she is involved because of that person's position as an indemnifiable person, unless: (i) the individual did not act honestly and in good faith with a view to the best interests of such company or the other entity, as the case may be; or (ii) in the case of a proceeding other than a civil proceeding, the individual did not have reasonable grounds for believing that the individual's conduct in respect of which proceeding was brought was lawful. A company cannot indemnify an indemnifiable person if it is prohibited from doing so under its articles or by applicable law. A company may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an indemnifiable person in respect of that proceeding, but only if the indemnifiable person has provided an undertaking that, if it is ultimately determined that the payment of expenses was prohibited, the indemnifiable person will repay any amounts advanced. Subject to the aforementioned prohibitions on indemnification, a company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by an indemnifiable person in respect of such eligible proceeding if such indemnifiable person has not been reimbursed for such expenses, and was wholly successful, on the merits or otherwise, in the outcome of such eligible proceeding or was substantially successful on the merits in the outcome of such eligible proceeding. On application of an indemnifiable person or us, a court may make any order the court considers appropriate in respect of an eligible proceeding, including the indemnification of penalties imposed or expenses incurred in any such proceedings and the enforcement of an indemnification agreement. As permitted by the BCBCA, our articles require us to indemnify our directors, officers, former directors or officers (and such individual's respective heirs and legal representatives) and permit us to indemnify any person to the extent permitted by the BCBCA.

Transfer Agent and Registrar

The transfer agent and registrar for our subordinate voting shares and multiple voting shares in the United States is Computershare Trust Company, N.A. at its principal office in Canton, Ohio, and in Canada is Computershare Investor Services Inc. at its principal office in Calgary, Alberta.

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Ownership and Exchange Controls

There is no limitation imposed by Canadian law or by our articles on the right of a non-resident to hold or vote our subordinate voting shares or multiple voting shares, other than discussed below.

Competition Act

Limitations on the ability to acquire and hold our subordinate voting shares and multiple voting shares may be imposed by the Competition Act (Canada). This legislation permits the Commissioner of Competition (the "Commissioner"), to review any acquisition or establishment, directly or indirectly, including through the acquisition of shares, of control over or of a significant interest in us. This legislation grants the Commissioner jurisdiction, for up to one year after the acquisition has been substantially completed, to challenge this type of acquisition by seeking a remedial order, including an order to prohibit the acquisition or require divestitures, from the Canadian Competition Tribunal, which may be granted where the Competition Tribunal finds that the acquisition substantially prevents or lessens, or is likely to substantially prevent or lessen, competition.

This legislation also requires any person or persons who intend to acquire more than 20% of our voting shares or, if such person or persons already own more than 20% of our voting shares prior to the acquisition, more than 50% of our voting shares, to file a notification with the Canadian Competition Bureau if certain financial thresholds are exceeded. Where a notification is required, unless an exemption is available, the legislation prohibits completion of the acquisition until the expiration of the applicable statutory waiting period, unless the Commissioner either waives or terminates such waiting period or issues an advance ruling certificate. The Commissioner's review of a notifiable transaction for substantive competition law considerations may take longer than the statutory waiting period.

Investment Canada Act

The Investment Canada Act requires each "non Canadian" (as defined in the Investment Canada Act) who acquires "control" of an existing "Canadian business", to file a notification in prescribed form with the responsible federal government department or departments not later than 30 days after closing, provided the acquisition of control is not a reviewable transaction under the Investment Canada Act. Subject to certain exemptions, a transaction that is reviewable under the Investment Canada Act may not be implemented until an application for review has been filed and the responsible Minister of the federal cabinet has determined that the investment is likely to be of "net benefit to Canada" taking into account certain factors set out in the Investment Canada Act. Under the Investment Canada Act, an investment in our subordinate voting shares or multiple voting shares by a non-Canadian who is a World Trade Organization member country investor, including a United States investor, would be reviewable only if it were an investment to acquire control of us pursuant to the Investment Canada Act and our enterprise value (as determined pursuant to the Investment Canada Act and its regulations) was equal to or greater than the amount specified, which is currently C$1.631 billion. For other investors who are not state-owned enterprises the threshold is currently C$1.075 billion for 2021.

The Investment Canada Act contains various rules to determine if there has been an acquisition of control. Generally, for purposes of determining whether an investor has acquired control of a corporation by acquiring shares, the following general rules apply, subject to certain exceptions: the acquisition of a majority of the undivided ownership interests in the voting shares of the corporation is deemed to be acquisition of control of that corporation; the acquisition of less than a majority, but one-third or more, of the voting shares of a corporation or of an equivalent undivided ownership interest in the voting shares of the corporation is presumed to be acquisition of control of that corporation unless it can be established that, on the acquisition, the corporation is not controlled in fact by the acquirer through the ownership of voting shares; and the acquisition of less than one-third

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of the voting shares of a corporation or of an equivalent undivided ownership interest in the voting shares of the corporation is deemed not to be acquisition of control of that corporation.

Under the national security review regime in the Investment Canada Act, review on a discretionary basis may also be undertaken by the federal government in respect to a much broader range of investments by a non-Canadian to "acquire, in whole or part, or to establish an entity carrying on all or any part of its operations in Canada". No financial threshold applies to a national security review. The relevant test is whether such investment by a non-Canadian could be "injurious to national security". The responsible ministers have broad discretion to determine whether an investor is a non-Canadian and therefore subject to national security review. Review on national security grounds is at the discretion of the responsible ministers, and may occur on a pre- or post-closing basis.

Certain transactions relating to our subordinate voting shares and multiple voting shares will generally be exempt from the Investment Canada Act, subject to the federal government's prerogative to conduct a national security review, including:

•: the acquisition of our subordinate voting shares and multiple voting shares by a person in the ordinary course of that person's business as a trader or dealer in securities;
•: the acquisition of control of us in connection with the realization of security granted for a loan or other financial assistance and not for any purpose related to the provisions of the Investment Canada Act; and
•: the acquisition of control of us by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of us, through ownership of our subordinate voting shares and multiple voting shares, remains unchanged.

Other

There is no law, governmental decree or regulation in Canada that restricts the export or import of capital, or that would affect the remittance of dividends (if any) or other payments by us to non-resident holders of our subordinate voting shares and multiple voting shares, other than withholding tax requirements.

Listing

We have applied for listing of our subordinate voting shares on the NYSE and on the TSX under the symbol "TINT". Our subordinate voting shares will trade in U.S. dollars on the NYSE and on the TSX. There is no assurance that the NYSE and the TSX will approve our listing application, and any such listing of our subordinate voting shares will be conditional upon us fulfilling all of the listing requirements and conditions of the NYSE and the TSX.

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Options to Purchase Securities and Phantom Options

We have previously granted option awards and equity-settled and cash-settled phantom option awards to purchase Class D common shares under our Omnibus Long-Term Incentive Plan ("MIP") at a price equal to, or a multiple of, the fair market value at the time of grant as a form of retention and incentive compensation. The following table sets forth information regarding the outstanding option awards and phantom option awards to acquire Class D common shares as of September 30, 2020. See "Executive Compensation—At-risk Pay: Long-term Incentives" for more information.

Category of Holder			Exercise Price per Option ($)⁽¹⁾			Expiration Dates

All of our executive officers and past executive officers, as a group (7 in total)	734,771	⁽²⁾	$	31.13	⁽³⁾	From December 23, 2026 to December 27, 2029
All of our directors and past directors who are not also executive officers, as a group (0 in total)	—			—		—
All directors of our subsidiaries who are not also executive officers of the subsidiary, as a group (0 in total)	—			—		—
All of our other employees and past employees, as a group (1 in total)	2,669		$	21.90		December 23, 2026

(1): Not adjusted to give effect to the 1-for- split of our Class D common shares in connection with this offering. See "Description of Share Capital".
(2): Represents outstanding option awards and the share-settled portion of outstanding phantom options to purchase Class D common shares. Awards of phantom options are 50% cash settled and 50% equity settled. For additional information on our equity-based compensation, please see "Executive Compensation—Company Equity-based Compensation Plans at a Glance".
(3): Represents the weighted average exercise price of all outstanding options to purchase Class D common shares, whether vested or unvested.

Company Phantom Restricted Share Units and TELUS Phantom Restricted Share Units

We have previously granted phantom restricted share units under our MIP and under our Long-Term Incentive Plan that are nominally equal in value to one Class D Common Share, as a form of retention and incentive compensation. We have also previously granted phantom restricted share units under our MIP that are nominally equal in value to one TELUS common share, as a form of retention and incentive compensation. See "Executive Compensation—At-risk pay: Long-term incentives" for more information.

As described herein, in connection with this offering we will effect a 1-for- split of, among others, our Class D common shares and prior to the closing of this offering will amend our articles in order to amend our share capital to create our multiple voting shares and create our subordinate voting shares. For additional information on our equity-based compensation, please see "Executive Compensation—TI Equity-based Plans at a Glance".

Upon completion of the offering, we expect our board to consider the adoption of other equity compensation plans.

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Prior Sales

The following table summarizes issuances of the securities of the class distributed under this prospectus and securities convertible into securities of the class distributed under this prospectus during the 12-month period preceding the date of this prospectus.

Date of Issue	Security	Number of Securities Issued or Sold⁽¹⁾	Issue Price/Exercise Price per Security⁽¹⁾

January 29, 2020	Class B common shares	1,782,620	$	38.09
January 29, 2020	Class A common shares	3,260,580	$	38.09
January 29, 2020	Class C common shares	50,000	$	38.09
January 31, 2020	Class E common shares	1,449,004	$	62.10
April 1, 2020	Class C common shares	785,660	$	62.10
April 1, 2020	Option to purchase Class B common shares⁽²⁾	421,822	$	62.10
April 30, 2020	Option to purchase Class B common shares⁽²⁾	648,431	$	62.10
April 30, 2020	Class A common shares	1,207,729	$	62.10
October 19, 2020	Class B common shares⁽²⁾	1,070,253	$	62.10
December 29, 2020	Class A common shares	1,678,242	$	89.17
December 29, 2020	Class B common shares	901,101	$	89.17

(1): The amounts referred to in the column do not reflect the 1-for- split of our outstanding equity securities in connection with the reorganization, as the number of securities issued or sold and their issue price were not changed by the share split. Prior to the closing of this offering, our share capital will be amended to create our multiple voting shares and subordinate voting shares. See "Description of Share Capital—General".
(2): An option to purchase Class B common shares was granted to Baring, exercised in full on September 29, 2020 and settled on October 19, 2020. The Company allocated all net proceeds received from Baring to repay outstanding indebtedness.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there was no public market for our subordinate voting shares. Future sales of our subordinate voting shares in the public market, or the availability for sale of substantial amounts of our subordinate voting shares in the public market, could adversely affect prevailing market prices and could impair our ability to raise equity capital in the future.

Upon closing of this offering, we will have subordinate voting shares outstanding. All subordinate voting shares issued in this offering will be freely transferable by persons other than our "affiliates" without restriction or further registration under the Securities Act. Sales of substantial numbers of our subordinate voting shares in the public market could adversely affect prevailing market prices of our subordinate voting shares. While we have applied to list our subordinate voting shares on the NYSE and the TSX, we cannot assure you that a regular trading market will develop in our subordinate voting shares. Listing will be subject to us fulfilling all the listing requirements of the NYSE and the TSX. The NYSE and the TSX have not conditionally approved our listing application and there is no assurance that the NYSE and the TSX will approve our listing applications.

Lock-Up Agreements

In connection with this offering, we and all of our directors and executive officers and the holders of all of our multiple voting shares, including the selling shareholders, have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of our shares or securities convertible into or exchangeable for shares during the period from the date of the lock-up agreement continuing through the date that is 180 days after the date of this prospectus, except with the prior written consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC. See "Underwriting". Following the lock-up periods set forth in the agreements described above, and assuming that the underwriters do not release any parties from these agreements, all of the shares that are held by these parties as at the date of this prospectus will be eligible for sale in the public market in compliance with Rule 144 and Regulation S under the Securities Act.

Rule 144

Rule 144 provides an exemption from the registration requirements of the Securities Act for restricted securities and securities held by certain affiliates of an issuer being sold in the United States, to U.S. persons or through U.S. securities markets.

In general, once we have been subject to the public company reporting requirements of the Exchange Act for at least 90 days, a person (or persons whose securities are required to be aggregated) who is not deemed to have been one of our "affiliates" for purposes of Rule 144 at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months, including the holding period of any prior owner other than one of our "affiliates", is entitled to sell such securities in the U.S. public market without complying with the manner of sale, volume limitation or notice provisions of Rule 144, but subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the securities proposed to be sold for at least one year, including the holding period of any prior owner other than "affiliates", then such person is entitled to sell such securities in the public market without complying with any of the requirements of Rule 144.

Additionally, in general, once we have been subject to the public company reporting requirements of the Exchange Act for at least 90 days, our "affiliates", as defined in Rule 144, who have beneficially owned the securities proposed to be sold for at least six months are entitled to sell in the public market, and within any three-month period, a number of those securities that does not exceed the greater of:

•: 1% of the number of shares then outstanding, which will equal approximately immediately after this offering; or

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•: the average weekly trading volume of our shares on the NYSE during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Such sales under Rule 144 by our "affiliates" or persons selling shares on behalf of our "affiliates" are also subject to certain manner of sale provisions, notice requirements and to the availability of current public information about us.

Rule 701

Rule 701 under the Securities Act, as in effect on the date of this prospectus, permits resales of shares acquired pursuant to Rule 701 in reliance upon Rule 144 but without compliance with certain restrictions of Rule 144, including the holding period requirement. Most of our employees, executive officers or directors who, prior to the closing of this offering, purchased or may purchase shares under a written compensatory plan or contract may be entitled to rely on the resale provisions of Rule 701, but all holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling their shares. However, substantially all shares of Rule 701 shares are subject to lock-up agreements as described below and in the section titled "Underwriting" and will become eligible for sale upon the expiration of the restrictions set forth in those agreements.

Regulation S

Regulation S under the Securities Act provides that shares owned by any person may be sold without registration in the United States, provided that the sale is effected in an offshore transaction and no directed selling efforts are made in the United States (as these terms are defined in Regulation S), subject to certain other conditions. In general, this means that our shares may be sold outside the United States without registration in the United States being required.

Canadian Resale Restrictions

Any sale of any of our shares which constitutes a "control distribution" under Canadian securities laws (generally a sale by a person or a group of persons holding more than 20% of our outstanding voting securities) will be subject to restrictions under Canadian securities laws in addition to those restrictions noted above, unless the sale is qualified under a prospectus filed with Canadian securities regulatory authorities, or if prior notice of the sale is filed with the Canadian securities regulatory authorities at least seven days before any sale and there has been compliance with certain other requirements and restrictions regarding the manner of sale, payment of commissions, reporting and availability of current public information about us and compliance with applicable Canadian securities laws.

Form S-8 Registration Statements

Following the completion of this offering, we intend to file one or more registration statements on Form S-8 under the Securities Act to register our subordinate voting shares subject to share options outstanding or reserved for issuance under our share plans. The registration statement on Form S-8 will become effective automatically upon filing. Subordinate voting shares issued upon exercise of a share option and registered pursuant to the Form S-8 registration statement will, subject to vesting provisions and Rule 144 volume limitations applicable to our affiliates, be available for sale in the open market immediately.

Registration Rights

Upon completion of this offering, certain holders of our multiple voting shares will be entitled to rights in certain circumstances that enable such holders to require us to qualify by prospectus in Canada or pursuant to a registration statement in the United States all or any portion of the subordinate voting shares issuable to them upon conversion of the multiple voting shares held by them. For more information on these registration rights, see "Certain Relationships and Related Party Transactions—Our Relationship with TELUS and Baring—Registration Rights Agreements".

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. PERSONS

The following discussion is a summary of certain U.S. federal income tax consequences relating to the acquisition, ownership and disposition to U.S. Holders, as defined below, of the subordinate voting shares (the "Shares"). This summary does not purport to be a comprehensive description of all of the U.S. federal income tax considerations that may be relevant to a particular person's decision to acquire the Shares. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the "Code") and U.S. Treasury regulations promulgated thereunder, as well as judicial and administrative interpretations thereof and the income tax treaty between the United States and Canada (the "Treaty"), in each case as in effect as of the date of this Prospectus. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below, and there can be no assurance that the IRS or U.S. courts will agree with the tax consequences described in this summary. The Company undertakes no obligation to publicly update or otherwise revise this summary whether as a result of new U.S. Treasury regulations, Code sections, judicial and administrative interpretations or otherwise.

This summary applies only to U.S. Holders (as defined below) that purchase Shares in this offering and hold the Shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address any U.S. federal estate and gift tax, alternative minimum tax or Medicare tax on net investment income consequences, or any U.S. state or local or non-U.S. tax consequences. This summary also does not address the tax considerations that may be relevant to certain types of investors subject to special treatment under U.S. federal income tax laws, such as:

•: banks and other financial institutions;
•: insurance companies;
•: regulated investment companies or real estate investment trusts;
•: dealers or traders in securities or currencies that use a mark-to-market method of accounting;
•: tax exempt organizations, retirement plans, individual retirement accounts and other tax deferred accounts;
•: persons holding the Shares as part of a straddle, hedging, conversion or integrated transaction for U.S. federal income tax purposes;
•: U.S. expatriates;
•: persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
•: any entity or arrangement classified as a partnership for U.S. federal income tax purposes or investors therein;
•: persons who own or are deemed to own, directly or constructively, 10% or more of Company's stock (by vote or value);
•: persons holding the Shares in connection with a trade or business conducted outside the United States; or
•: persons who do not qualify for the benefits of the Treaty.

THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL,

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NON-U.S. AND OTHER TAX CONSEQUENCES TO THEM OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF THE SHARES.

As used herein, "U.S. Holder" means a beneficial owner of Shares that is (i) an individual who is a citizen or resident of the United States for U.S. federal income tax purposes (which includes a "green card holder"), (ii) a corporation (or other entity taxable as a corporation for U.S. federal tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source, or (iv) a trust that (a) is subject to the primary supervision of a court within the United States and for which one or more U.S. persons have authority to control all substantial decisions or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

The U.S. federal income tax treatment of a partner in an entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds the Shares generally will depend on the status of the partner and the activities of the partnership. Partnerships considering an investment in the Shares and partners in such partnerships are urged to consult their tax advisors regarding the specific U.S. federal income tax consequences to them of the acquisition, ownership and disposition of the Shares.

Distributions on the Shares

Subject to the PFIC rules discussed below, the gross amount of any distribution made by the Company to a U.S. Holder with respect to the Shares (including the amount of any Canadian taxes withheld therefrom) generally will be included in such holder's gross income as non-U.S. source dividend income in the year actually or constructively received, but only to the extent that the distribution is paid out of the Company's current or accumulated earnings and profits (as determined under U.S. federal income tax principles). As a non-U.S. company, the Company does not maintain calculations of its earnings and profits under U.S. federal income tax principles. Therefore, it is expected that any distributions generally will be reported to U.S. Holders as dividends. Any dividends that the Company pays will not be eligible for the dividends-received deduction allowed to certain corporate U.S. Holders.

With respect to certain non-corporate U.S. Holders, including individual U.S. Holders, dividends may be eligible to be taxed at favorable rates applicable to "qualified dividend income", provided that (1) the Shares are readily tradable on an established securities market in the United States or the Company is eligible for the benefits of a qualifying income tax treaty with the United States that includes an exchange of information program (such as the Treaty), (2) the Company is not a PFIC (as discussed below) with respect to the relevant U.S. Holder for either its taxable year in which the dividend is paid or the preceding taxable year and (3) certain minimum holding period and other requirements are met. Pursuant to IRS authority, the Shares should be considered for the purpose of clause (1) above to be readily tradable on an established securities market in the United States if they are listed on the NYSE. U.S. Holders are urged to consult their tax advisors regarding the availability of the favorable rate applicable to qualified dividend income for any dividends the Company pays with respect to the Shares.

Any dividends the Company pays to U.S. Holders generally will constitute non-U.S. source "passive category" income for U.S. foreign tax credit limitation purposes. Subject to certain limitations, Canadian tax withheld with respect to distributions made on the Shares may be treated as foreign taxes eligible for credit against a U.S. Holder's U.S. federal income tax liability. Alternatively, a U.S. Holder may, subject to applicable limitations, elect to deduct the otherwise creditable Canadian withholding taxes for U.S. federal income tax purposes. The rules governing the foreign tax credit are complex and involve the application of rules that depend upon a U.S. Holder's particular circumstances. Accordingly,

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a U.S. Holder is urged to consult its tax advisor regarding the availability of the foreign tax credit under its particular circumstances.

Sale, Exchange or Other Taxable Disposition of the Shares

Subject to the PFIC rules discussed below, a U.S. Holder generally will recognize gain or loss upon the taxable sale, exchange or other disposition of the Shares in an amount equal to the difference between (i) the U.S. dollar value of the amount realized upon the sale, exchange or other taxable disposition and (ii) such U.S. Holder's adjusted tax basis in the Shares. Generally, such gain or loss will be capital gain or loss and will be long- term capital gain or loss if, on the date of the sale, exchange or other taxable disposition, such U.S. Holder has held the Shares for more than one year. If such U.S. Holder is an individual or other non-corporate U.S. Holder, long-term capital gains will be subject to a reduced maximum U.S. federal income tax rate. The deductibility of capital losses is subject to limitations under the Code. Gain or loss, if any, that a U.S. Holder realizes upon a sale, exchange or other taxable disposition of the Shares generally will be treated as having a U.S. source for U.S. foreign tax credit limitation purposes.

PFIC Rules

The taxation of U.S. Holders will depend on whether the Company is treated as a PFIC for U.S. federal income tax purposes. A non-U.S. corporation will be a PFIC in any taxable year in which either (i) at least 75% of its gross income is "passive income" or (ii) at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets which produce passive income or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents and gains from commodities and securities transactions. The Company will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which it owns, directly or indirectly, more than 25% by value of the stock.

Based on the Company's income, assets and business activities, including the receipt and application of the proceeds of the issue and sale of the Shares, the Company does not believe that it was a PFIC for its 2019 taxable year and the Company expects that it will not be classified as a PFIC for U.S. federal income tax purposes for its current taxable year or in the near future. The determination of PFIC status is made annually at the end of each taxable year and is dependent upon a number of factors, some of which are beyond the Company's control, including the relative values of the Company's assets and its subsidiaries, and the amount and type of their income. As a result, there can be no assurance that the Company will not be a PFIC in 2020 or any subsequent year or that the IRS will agree with the Company's conclusion regarding its PFIC status and would not successfully challenge our position.

If the Company were to be treated as a PFIC in any taxable year, in addition to certain form filing requirements, U.S. Holders of the Shares generally would be subject to additional taxes (including taxation at ordinary income rates and an interest charge) under the PFIC excess distribution rule on any "excess distributions" received from the Company and on any gain realized from a sale or other disposition of such Shares, regardless of whether the Company continues to be a PFIC in the year such distribution is received or gain is realized. A U.S. Holder would be treated as receiving an excess distribution in a taxable year to the extent that distributions on the Shares during that year exceed 125% of the average amount of distributions received during the three preceding taxable years (or, if shorter, the U.S. Holder's holding period in the Shares). Gain on the disposition of the Shares will be subject to taxation in the same manner as an excess distribution (including taxation at ordinary income rates), described immediately above.

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If, contrary to current expectations, the Company was a PFIC for U.S. federal income tax purposes, certain elections (such as a mark-to-market election or qualified electing fund election) may be available to U.S. Holders with respect to the Shares that may mitigate some of the adverse tax consequences resulting from PFIC treatment.

U.S. Holders are urged to consult their own tax advisors concerning the Company's PFIC status and the consequences to them of the treatment of the Company as a PFIC for any taxable year.

Information with Respect to Foreign Financial Assets

Individuals and certain entities that own "specified foreign financial assets", generally with an aggregate value in excess of $50,000 are generally required to file an information report on IRS Form 8938, Statement of Specified Foreign Financial Assets, with respect to such assets with their tax returns for each year in which they hold Shares. "Specified foreign financial assets" include any financial accounts maintained by certain foreign financial institutions, as well as securities issued by non-U.S. persons if they are not held in accounts maintained by financial institutions. U.S. Holders are urged to consult their tax advisors regarding the application of this reporting requirement to their ownership of the Shares.

Information Reporting and Backup Withholding

In general, information reporting will apply to dividends paid to a U.S. Holder in respect of the Shares and the proceeds received by such U.S. Holder from the sale, exchange or other disposition of the Shares within the United States unless such U.S. Holder is a corporation or other exempt recipient. Backup withholding may apply to such payments if a U.S. Holder fails to provide a taxpayer identification number or certification of exempt status or fails to report dividend and interest income in full. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against a U.S. Holder's U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. U.S. Holders are urged to consult their tax advisors regarding the backup withholding tax and information reporting rules.

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CERTAIN CANADIAN INCOME TAX CONSIDERATIONS

The following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations generally applicable under the Income Tax Act (Canada) and the regulations promulgated thereunder, collectively the Tax Act, to a purchaser who acquires as beneficial owner subordinate voting shares under this offering, and who, for purposes of the Tax Act and at all relevant times, (i) is not, and is not deemed to be, resident in Canada, (ii) holds the subordinate voting shares as capital property, (iii) deals at arm's length with, and is not affiliated with, the Company or the underwriters, and (iv) does not use or hold, and will not be deemed to use or hold, the subordinate voting shares in the course of carrying on or otherwise in connection with a business in Canada, hereinafter, a "Non-Resident Holder". Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an "authorized foreign bank" within the meaning of the Tax Act or an insurer carrying on an insurance business in Canada and elsewhere. Any such Non-Resident Holder should consult its own tax advisor.

This summary is based upon the provisions of the Tax Act in force as of the date hereof, all specific proposals to amend the Tax Act that have been publicly announced in writing by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Proposed Amendments"), the Treaty, and an understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the "CRA"), published in writing by it prior to the date hereof. This summary assumes the Proposed Amendments will be enacted in the form proposed. However, no assurance can be given that the Proposed Amendments will be enacted in their current form, or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Proposed Amendments, does not take into account or anticipate any changes in the law or any changes in the CRA's administrative policies or assessing practices, whether by legislative, governmental or judicial action or decision, nor does it take into account or anticipate any other federal or any provincial, territorial or foreign tax considerations, which may differ significantly from those discussed herein.

This summary is not applicable to a Non-Resident Holder who reports its "Canadian tax results" in a currency other than Canadian currency; or that has entered or enters into a "derivative forward agreement" with respect to the subordinate voting shares (each as defined in the Tax Act). Any such Non-Resident Holder should consult its own tax advisor with respect to an investment in the subordinate voting shares.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any prospective purchaser or holder of the subordinate voting shares, and no representations with respect to the income tax consequences to any prospective purchaser or holder are made. Consequently, prospective purchasers or holders of the subordinate voting shares should consult their own tax advisors with respect to their particular circumstances.

Currency Conversion

Generally, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of the subordinate voting shares must be converted into Canadian dollars based on the exchange rates as determined in accordance with the Tax Act. The amounts subject to withholding tax and any capital gains or capital losses realized by a Non-Resident Holder may be affected by fluctuations in the Canadian-U.S. dollar exchange rate.

Dividends

Dividends paid or credited or deemed to be paid or credited on the subordinate voting shares to a Non-Resident Holder by the Company will be subject to Canadian withholding tax under the Tax Act at the rate of 25%, subject to any reduction under the provisions of an applicable income tax convention.

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For example, under the Treaty, the rate of withholding tax on dividends paid or credited or deemed to be paid or credited to a beneficially entitled Non-Resident Holder who is resident in the U.S. for purposes of the Treaty and who is fully entitled to the benefits of the Treaty is generally limited to 15% of the gross amount of the dividend. Non-Resident Holders are urged to consult their own tax advisors to determine their entitlement to relief under an applicable income tax treaty.

Dispositions

A Non-Resident Holder generally will not be subject to tax under the Tax Act in respect of a capital gain realized on the disposition or deemed disposition of a subordinate voting share, unless the subordinate voting share constitutes "taxable Canadian property" (as defined in the Tax Act) of the Non-Resident Holder and the Non-Resident Holder is not entitled to relief under an applicable income tax convention.

Generally, the subordinate voting shares will not constitute taxable Canadian property of a Non-Resident Holder at a particular time, unless at any time during the 60-month period that ends at that time more than 50% of the fair market value of the subordinate voting shares was derived directly or indirectly from one or any combination of: real or immovable property situated in Canada, "Canadian resource properties", "timber resource properties" (each as defined in the Tax Act), and options in respect of, or interests in (or for civil law rights in), such properties, whether or not such properties exist (the "FMV Condition"). In addition, even if the FMV Condition is satisfied at a particular time, the subordinate voting shares will not constitute taxable Canadian property of a Non-Resident Holder at that time if the subordinate voting shares are listed at that time on a "designated stock exchange", as defined in the Tax Act (which currently includes the NYSE and the TSX), unless at any time during the 60-month period that ends at that time (a) the Non-Resident Holder; (b) persons with whom the Non-Resident Holder did not deal at arm's length for purposes of the Tax Act; (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships; or (d) any combination of the persons and partnerships described in (a) through (c), owned 25% or more of the issued shares of any class or series of the shares of the Company. Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, the subordinate voting shares could be deemed to be taxable Canadian property. A Non-Resident Holder contemplating a disposition of subordinate voting shares that may constitute taxable Canadian property should consult a tax advisor prior to such disposition.

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UNDERWRITING

Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as representatives, have severally agreed to purchase, and we and the selling shareholders have agreed to sell to them, severally, the number of subordinate voting shares indicated below:

Name		Number of Subordinate Voting Shares

J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
BofA Securities, Inc.
Barclays Capital Inc.
CIBC World Markets Inc.
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
RBC Capital Markets LLC
Robert W. Baird & Co. Incorporated*.
BMO Capital Markets Inc.
Scotia Capital Inc.
TD Securities Inc.
Wells Fargo Securities, LLC.
William Blair & Company, L.L.C.*
MUFG Securities Americas Inc.
National Bank Financial Inc.

Total:

*: Robert W. Baird & Co. Incorporated and William Blair & Company, L.L.C. and their respective affiliates are not registered to sell securities in any Canadian jurisdiction and, accordingly, will only sell subordinate voting shares outside of Canada.

The underwriters and the representatives are collectively referred to as the "underwriters" and the "representatives", respectively. The offering is being made concurrently in the United States and in each of the provinces and territories of Canada. The subordinate voting shares will be offered in the United States through certain of the underwriters listed above, either directly or indirectly, through their respective U.S. broker-dealer affiliates or agents. The subordinate voting shares will be offered in each of the provinces and territories of Canada through certain of the underwriters or their Canadian affiliates who are registered to offer the subordinate voting shares for sale in such provinces and territories, or through such other registered dealers as may be designated by the underwriters. Subject to applicable law, the underwriters may offer the subordinate voting shares outside of the United States and Canada.

The underwriters are offering the subordinate voting shares subject to their acceptance of the subordinate voting shares from us and the selling shareholders and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the subordinate voting shares offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The obligations of the underwriters under the underwriting agreement may be terminated at any time before closing of this offering at their discretion on the basis of their assessment of the state of the financial markets and may also be terminated upon the occurrence of certain stated events, including: . The underwriters are, however, obligated to take up and pay for all of the subordinate voting shares offered by this prospectus if any such shares are taken. However, the underwriters are not required to take up or pay for the subordinate voting shares covered by the underwriters' over-allotment option described below unless and until the over-allotment option is exercised.

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The underwriters initially propose to offer part of the subordinate voting shares directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers. After the underwriters have made a reasonable effort to sell all of the subordinate voting shares at the offering price specified on the cover page, the offering price may be decreased and may be further changed from time to time to an amount not greater than that set out on the cover page, and the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the subordinate voting shares is less than the gross price paid by the underwriters to us and the selling shareholders. The subordinate voting shares are being offered in the United States and Canada in U.S. dollars.

We and the selling shareholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional subordinate voting shares from us and up to additional subordinate voting shares from the selling shareholders, in each case at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the initial offering of the subordinate voting shares offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase approximately the same proportion of the additional subordinate voting shares as the number listed next to the underwriter's name in the preceding table that bears to the total number of subordinate voting shares listed next to the names of all underwriters.

The following table shows the per subordinate voting share and total public offering price, underwriting discounts to be paid to the underwriters by us and the selling shareholders, proceeds before expenses to us and proceeds before expenses to the selling shareholders. These amounts are shown assuming both no exercise and full exercise of the underwriters' over-allotment option to purchase up to an additional subordinate voting shares.

	Per Subordinate Voting Share	No Exercise	Full Exercise

Public offering price	$	$	$
Underwriting discounts and commissions to be paid by us and the selling shareholders	$	$	$
Proceeds, before expenses, to us	$	$	$
Proceeds, before expenses, to the selling shareholders	$	$	$

The total underwriting discounts and commissions to be paid by us and the selling shareholders to the underwriters represent % of the total amount of the offering ( % if the underwriters fully exercise their over-allotment option). The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $ million. We have agreed to reimburse the underwriters up to $ for expenses relating to clearance of this offering with the Financial Industry Regulatory Authority, Inc. ("FINRA").

The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of subordinate voting shares offered by them.

We have applied to list our subordinate voting shares on the NYSE under the symbol "TINT" and on the TSX under the symbol "TINT". Listing is subject to the approval of the NYSE and the TSX in accordance with their original listing requirements. Neither the NYSE nor the TSX has conditionally approved our listing application and there is no assurance that such exchange will approve the listing application.

We, all directors, all executive officers and the holders of all of our multiple voting shares, including the selling shareholders, collectively representing % of our outstanding shares and options on a fully-diluted basis (each, a "locked-up party"), have agreed that, without the prior written

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consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus (the restricted period):

•: offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any subordinate voting shares or any securities convertible into or exercisable or exchangeable for subordinate voting shares or any securities convertible into or exercisable or exchangeable for subordinate voting shares (collectively, the "subject shares") or publicly disclose the intention to do so; or
•: enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the subject shares or such other securities;

whether any such transaction described above is to be settled by delivery of subject shares or such other securities, in cash or otherwise. In addition, we and each such locked-up party have agreed that, without the prior written consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, on behalf of the underwriters, we or such locked-up party will not, during the restricted period, make any demand for or exercise any right with respect to, the registration of any subject shares or publicly disclose the intention to do any of the foregoing.

In respect of our directors, executive officers and other shareholders who have signed lock-ups, the restrictions described in the immediately preceding paragraph do not apply to:

•

transfers of subject shares by the locked-up party:

•: as a bona fide gift or gifts, including to a charitable organization or educational institution, or for bona fide estate planning purposes;
•: by will, any other testamentary document or intestate succession to the legal representative, heir, beneficiary or member of the immediate family of the locked-up party;
•: to any immediate family member (which for the purposes of the lock-up agreement shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin);
•: to any trust for the direct or indirect benefit of the locked-up party or the immediate family of the locked-up party, or if the locked-up party is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust;
•: to a partnership, limited liability company or other entity of which the locked-up party and the immediate family of the locked-up party are the legal and beneficial owner of all of the outstanding equity securities or similar interests;
•: if the locked-up party is an entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is a subsidiary or an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the locked-up party, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the locked-up party or affiliates of the locked-up party (including, for the avoidance of doubt, where the locked-up party is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership) or to direct or indirect shareholders, current or former partners (general or limited), beneficiaries, or other equity holders or to the estates of any such shareholders, partners, beneficiaries or other equity holders of the locked-up party and their respective affiliates, or (B) as part of a distribution to members, limited partners or shareholders of the locked-up party;

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•: by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement or pursuant to any court order or the order of any other governmental authority having jurisdiction over the locked-up party;
•: to the Company from an employee of the Company upon death, disability or termination of employment (with or without cause) or resignation, in each case, of such employee;
•: as part of a sale of the locked-up party's subject securities acquired in open market transactions after the completion of this offering;
•: to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the first through ninth bullet points above;
•: to the Company in connection with the vesting, settlement, or exercise of restricted share units, options, warrants or other rights to purchase subordinate voting shares (including, in each case, by way of "net" or "cashless" exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted share units, options, warrants or rights, provided that any such subordinate voting shares received upon such exercise, vesting or settlement shall be subject to the terms of the lock-up agreement, and provided further that any such restricted share units, options, warrants or rights are held by the locked-up party pursuant to an agreement or equity awards granted under a share incentive plan or other equity award plan, each such agreement or plan which is described in this prospectus; or
•: pursuant to a bona fide third-party tender offer, take-over bid, merger, amalgamation, plan of arrangement, consolidation or other similar transaction that is approved by the board and made to all holders of the Company's shares involving a Change of Control (as defined below) of the Company (for purposes of the lock-up agreement, "Change of Control" shall mean the transfer (whether by tender offer, take-over bid, merger, amalgamation, plan of arrangement, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, take-over bid, merger, amalgamation, plan of arrangement, consolidation or other similar transaction is not completed, the locked-up party's subject securities shall remain subject to the provisions of the lock-up agreement; and
•: with respect to Baring, pledging, charging, hypothecating or granting a security interest in the locked-up party's subject securities or securities convertible into or exchangeable for subject securities to one or more banks, financial or other lending institutions ("Lenders") as collateral or security for or in connection with any margin loan or other loans, advances or extensions of credit entered into by the locked-up party or any of its direct or indirect subsidiaries or affiliates and any transfers of such locked-up party's subject securities or such other securities to the applicable Lender(s) or other third parties upon or following foreclosure upon or enforcement of such subject securities in accordance with the terms of the documentation governing any margin loan or other loan, advance, or extension of credit (including, without limitation, pursuant to any agreement or arrangement existing as of the date of the lock-up agreement); provided that any such pledge, charge, hypothecation or granting of security interest may only be provided in respect of the locked-up party's subject securities (including securities of the Company that will be automatically redesignated, converted into or exchanged for subject securities on the date of the final prospectus in respect of the offering) subject to an existing pledge, charge, hypothecation or granting of such a security interest as of the date of the lock-up agreement, and provided that with respect to any pledge, charge, hypothecation or other granting of a security interest set forth

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above after the execution of the lock-up agreement, the applicable Lender(s) shall be informed of the existence and contents of the lock-up agreement before entering into any margin loan or other loans, advances or extensions of credit.

J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, in their sole discretion, may release the subject shares subject to the lock-up agreements described above in whole or in part at any time.

In order to facilitate the offering of the subordinate voting shares, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the subordinate voting shares at levels other than those which otherwise might prevail on the open market, including: stabilizing transactions; short sales; purchases to cover positions created by short sales; imposition of penalty bids; and syndicate covering transactions. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the subordinate voting shares in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, subordinate voting shares in the open market to stabilize the price of such shares. These activities may raise or maintain the market price of the subordinate voting shares above independent market levels or prevent or retard a decline in the market price of the subordinate voting shares. The underwriters are not required to engage in these activities and may end any of these activities at any time.

In addition, in accordance with rules and policy statements of certain Canadian securities regulatory authorities and the Universal Market Integrity Rules for Canadian Marketplaces ("UMIR"), the underwriters may not, throughout the period of distribution, bid for or purchase the subordinate voting shares. The foregoing restriction is, however, subject to certain exceptions. These exceptions include a bid or purchase permitted under the rules and policy statements of applicable Canadian securities regulatory authorities and UMIR relating to market stabilization and market balancing activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution.

Any of the foregoing activities may have the effect of preventing or slowing a decline in the market price of the subordinate voting shares. They may also cause the price of the subordinate voting shares to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the NYSE, the TSX, in the OTC market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

Any distributor subject to Directive 2014/65/EU (as amended, "MiFID II") subsequently offering, selling or recommending the subordinate voting shares is responsible for undertaking its own target market assessment in respect of the subordinate voting shares and determining the appropriate distribution channels for the purposes of the MiFID II product governance rules under Commission Delegated Directive (EU) 2017/593 ("Delegated Directive"). Neither the Company, the selling shareholders nor any of the Underwriters make any representations or warranties as to a distributor's compliance with the Delegated Directive.

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Any distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the subordinate voting shares and determining appropriate distribution channels. Neither the Company, the selling shareholders nor any of the Underwriters make any representations or warranties as to a distributor's compliance with the UK MiFIR Product Governance Rules.

We, the selling shareholders and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act and applicable Canadian securities laws.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of subordinate voting shares to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make internet distributions on the same basis as other allocations.

Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. This offering is expected to close on or about , 2021 or such later date as we, the selling shareholders and the underwriters may agree but, in any event, not later than , 2021.

Directed Share Program

At our request, the underwriters have reserved up to % of the subordinate voting shares to be sold by us and offered by this prospectus for sale, at the initial public offering price, to certain individuals, through a directed share program, including employees, directors and other persons associated with us who have expressed an interest in purchasing subordinate voting shares in the offering. The number of subordinate voting shares available for sale to the general public will be reduced by the number of reserved subordinate voting shares sold to these individuals. Any reserved subordinate voting shares not purchased by these individuals will be offered by the underwriters to the general public on the same basis as the other subordinate voting shares offered under this prospectus.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses. Affiliates of CIBC World Markets Inc., RBC Capital Markets LLC, BMO Capital Markets Inc., Scotia Capital Inc., TD Securities Inc., Wells Fargo Securities, LLC, MUFG Securities Americas Inc. and National Bank Financial Inc. are lenders under our credit agreement.

In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and instruments. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

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Pricing of the Offering

Prior to this offering, there has been no public market for our subordinate voting shares. The terms and structure of this offering, including the initial public offering price, were determined solely by negotiations between us, the selling shareholders and the underwriters. Among the factors considered in determining the initial public offering price and other terms of this offering were our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours. We cannot assure you that the prices at which the subordinate voting shares will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in the subordinate voting shares will develop and continue after this offering.

Selling Restrictions

Other than in the United States and each of the provinces and territories of Canada, no action has been taken by us that would permit a public offering of the subordinate voting shares offered by this prospectus in any jurisdiction where action for that purpose is required. The subordinate voting shares offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such subordinate voting shares be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any subordinate voting shares offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

European Economic Area

In relation to each Member State of the European Economic Area (each a "Member State"), no subordinate voting shares have been offered or will be offered in that Member State, except that offers of the subordinate voting shares may be made to the public in that Member State at any time under the following exemptions under the Prospectus Regulation:

(a): to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
(b): to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the Underwriters; or
(c): in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of subordinate voting shares shall require any Underwriter or the Company to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

For the purposes of this provision, the expression an "offer to the public" in relation to the subordinate voting shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any subordinate voting shares to be offered so as to enable an investor to decide to purchase or subscribe for any subordinate voting shares, and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

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United Kingdom

In relation to the United Kingdom, no subordinate voting shares have been offered or will be offered except that offers of the subordinate voting shares may be made to the public in the UK at any time under the following exemptions under the UK Prospectus Regulation:

(a) to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the UK Prospectus Regulation) in the United Kingdom subject to obtaining the prior consent of the Underwriters; or

Provided that no such offer of units shall require the Company or any of the underwriters to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to the UK Prospectus Regulation.

For the purposes of this provision, the expression an offer of subordinate voting shares to the public in relation to any subordinate voting shares means the communication in any form and by any means of sufficient information on the terms of the offer and the subordinate voting shares to be offered so as to enable an investor to decide to purchase or subscribe for the subordinate voting shares, and the expression UK Prospectus Regulation means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 in the United Kingdom.

In addition, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons: (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) who are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order; (iii) are outside the United Kingdom; or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons").

This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons. Each of the underwriters has represented, warranted and agreed as follows:

(a): it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) in circumstances in which section 21(1) of FSMA does not apply to the company; and
(b): it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the subordinate voting shares in, from or otherwise involving the United Kingdom.

Notice to Prospective Investors in Switzerland

The subordinate voting shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been

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prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the subordinate voting shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company, the subordinate voting shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of subordinate voting shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of subordinate voting shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of subordinate voting shares.

Notice to Prospective Investors in Monaco

The subordinate voting shares may not be offered or sold, directly or indirectly, to the public in Monaco other than by a Monaco Bank or a duly authorized Monegasque intermediary acting as a professional institutional investor which has such knowledge and experience in financial and business matters as to be capable of evaluating the risks and merits of an investment in the Fund. Consequently, this prospectus may only be communicated to (i) banks, and (ii) portfolio management companies duly licensed by the "Commission de Contrôle des Activités Financières" by virtue of Law n° 1.338, of September 7, 2007, and authorized under Law n° 1.144 of July 26, 1991. Such regulated intermediaries may in turn communicate this prospectus to potential investors.

Notice to Prospective Investors in Australia

This prospectus:

•: does not constitute a disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the "Corporations Act");
•: has not been, and will not be, lodged with the Australian Securities and Investments Commission ("ASIC"), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document for the purposes of the Corporations Act; and
•: may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, available under section 708 of the Corporations Act ("Exempt Investors").

The subordinate voting shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the subordinate voting shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any subordinate voting shares may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the subordinate voting shares, you represent and warrant to us that you are an Exempt Investor.

As any offer of subordinate voting shares under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By

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applying for the subordinate voting shares you undertake to us that you will not, for a period of 12 months from the date of issue or sale of the subordinate voting shares, offer, transfer, assign or otherwise alienate those subordinate voting shares to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Notice to Prospective Investors in New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMA Act"). The subordinate voting shares may only be offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) to a person who:

•: is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
•: meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
•: is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
•: is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
•: is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

Notice to Prospective Investors in Japan

The subordinate voting shares have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act. Accordingly, none of the subordinate voting shares nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any "resident" of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.

Notice to Prospective Investors in Hong Kong

The subordinate voting shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the "SFO") of Hong Kong and any rules made thereunder; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the "CO") or which do not constitute an offer to the public within the meaning of the CO. No advertisement, invitation or document relating to the subordinate voting shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to subordinate voting shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made thereunder.

Notice to Prospective Investors in Singapore

Each representative has acknowledged that this prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each representative has represented and agreed

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that it has not offered or sold any subordinate voting shares or caused the subordinate voting shares to be made the subject of an invitation for subscription or purchase and will not offer or sell any subordinate voting shares or cause the subordinate voting shares to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the subordinate voting shares, whether directly or indirectly, to any person in Singapore other than:

(a): to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the "SFA")) pursuant to Section 274 of the SFA;
(b): to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA; or
(c): otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the subordinate voting shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a): a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(b): a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the subordinate voting shares pursuant to an offer made under Section 275 of the SFA except:

(i): to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 276(4)(i)(B) of the SFA;
(ii): where no consideration is or will be given for the transfer;
(iii): where the transfer is by operation of law;
(iv): as specified in Section 276(7) of the SFA; or
(v): as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.

Notice to Prospective Investors in China

This prospectus will not be circulated or distributed in the PRC and the subordinate voting shares will not be offered or sold, and will not be offered or sold to any person for re-offering or resale directly or indirectly to any residents of the PRC except pursuant to any applicable laws and regulations of the PRC. Neither this prospectus nor any advertisement or other offering material may be distributed or published in the PRC, except under circumstances that will result in compliance with applicable laws and regulations.

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Notice to Prospective Investors in Korea

The subordinate voting shares have not been and will not be registered under the Financial Investments Services and Capital Markets Act of Korea and the decrees and regulations thereunder (the "FSCMA"), and the subordinate voting shares have been and will be offered in Korea as a private placement under the FSCMA. None of the subordinate voting shares may be offered, sold or delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder (the "FETL"). Furthermore, the purchaser of the subordinate voting shares shall comply with all applicable regulatory requirements (including but not limited to requirements under the FETL) in connection with the purchase of the subordinate voting shares. By the purchase of the subordinate voting shares, the relevant holder thereof will be deemed to represent and warrant that if it is in Korea or is a resident of Korea, it purchased the subordinate voting shares pursuant to the applicable laws and regulations of Korea.

Notice to Prospective Investors in Malaysia

No prospectus or other offering material or document in connection with the offer and sale of the subordinate voting shares has been or will be registered with the Securities Commission of Malaysia ("Commission") for the Commission's approval pursuant to the Capital Markets and Services Act 2007. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the subordinate voting shares may not be circulated or distributed, nor may the subordinate voting shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than (i) a closed end fund approved by the Commission; (ii) a holder of a Capital Markets Services Licence; (iii) a person who acquires the subordinate voting shares, as principal, if the offer is on terms that the subordinate voting shares may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent in foreign currencies), per annum in the preceding twelve months; (vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies) based on the last audited accounts; (viii) a partnership with total net assets exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as defined in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Commission; provided that, in the each of the preceding categories (i) to (xi), the distribution of the subordinate voting shares is made by a holder of a Capital Markets Services Licence who carries on the business of dealing in securities. The distribution in Malaysia of this prospectus is subject to Malaysian laws. This prospectus does not constitute and may not be used for the purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007.

Notice to Prospective Investors in Taiwan

The subordinate voting shares have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutes an

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offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorised to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the subordinate voting shares in Taiwan.

Notice to Prospective Investors in Saudi Arabia

This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations as issued by the board of the Saudi Arabian Capital Market Authority ("CMA") pursuant to resolution number 2-11-2004 dated 4 October 2004 as amended by resolution number 1-28-2008, as amended (the "CMA Regulations"). The CMA does not make any representation as to the accuracy or completeness of this document and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document, you should consult an authorised financial adviser.

Notice to Prospective Investors in Qatar

The subordinate voting shares described in this prospectus have not been, and will not be, offered, sold or delivered, at any time, directly or indirectly in the State of Qatar in a manner that would constitute a public offering. This prospectus has not been, and will not be, registered with or approved by the Qatar Financial Markets Authority or Qatar Central Bank and may not be publicly distributed. This prospectus is intended for the original recipient only and must not be provided to any other person. It is not for general circulation in the State of Qatar and may not be reproduced or used for any other purpose.

Notice to Prospective Investors in the United Arab Emirates

The subordinate voting shares have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, this prospectus does not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and is not intended to be a public offer. This prospectus has not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority or the Dubai Financial Services Authority.

Notice to Prospective Investors in Bermuda

Subordinate voting shares may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 of Bermuda which regulates the sale of securities in Bermuda. Additionally, non-Bermudian persons (including companies) may not carry on or engage in any trade or business in Bermuda unless such persons are permitted to do so under applicable Bermuda legislation.

Notice to Prospective Investors in the British Virgin Islands

The subordinate voting shares are not being, and may not be offered to the public or to any person in the British Virgin Islands for purchase or subscription by or on behalf of the Company. The subordinate voting shares may be offered to companies incorporated under the BVI Business Companies Act, 2004 (British Virgin Islands), ("BVI Companies"), but only where the offer will be made to, and received by, the relevant BVI Company entirely outside of the British Virgin Islands.

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Notice to Prospective Investors in Bahamas

Subordinate voting shares may not be offered or sold in The Bahamas via a public offer. subordinate voting shares may not be offered or sold or otherwise disposed of in any way to any person(s) deemed "resident" for exchange control purposes by the Central Bank of The Bahamas.

Notice to Prospective Investors in South Africa

Due to restrictions under the securities laws of South Africa, no "offer to the public" (as such term is defined in the South African Companies Act, No. 71 of 2008 (as amended or re-enacted) (the "South African Companies Act")) is being made in connection with the issue of the subordinate voting shares in South Africa. Accordingly, this document does not, nor is it intended to, constitute a "registered prospectus" (as that term is defined in the South African Companies Act) prepared and registered under the South African Companies Act and has not been approved by, and/or filed with, the South African Companies and Intellectual Property Commission or any other regulatory authority in South Africa. The subordinate voting shares are not offered, and the offer shall not be transferred, sold, renounced or delivered, in South Africa or to a person with an address in South Africa, unless one or other of the following exemptions stipulated in section 96 (1) applies:


Section 96 (1)(a)	the offer, transfer, sale, renunciation or delivery is to:
	(i)	persons whose ordinary business, or part of whose ordinary business, is to deal in securities, as principal or agent;
	(ii)	the South African Public Investment Corporation;
	(iii)	persons or entities regulated by the Reserve Bank of South Africa;
	(iv)	authorised financial service providers under South African law;
	(v)	financial institutions recognised as such under South African law;
	(vi)	a wholly-owned subsidiary of any person or entity contemplated in (c), (d) or (e), acting as agent in the capacity of an authorised portfolio manager for a pension fund, or as manager for a collective investment scheme (in each case duly registered as such under South African law); or
	(vii)	any combination of the person in (i) to (vi); or
Section 96.1 (b)	the total contemplated acquisition cost of the securities, for any single addressee acting as principal is equal 96 (1) to or greater than ZAR1,000,000 or such higher amount as may be promulgated by notice in the Government Gazette of South Africa pursuant to section 96(2)(a) of the South African Companies Act.

Information made available in this prospectus should not be considered as "advice" as defined in the South African Financial Advisory and Intermediary Services Act, 2002.

Notice to Prospective Investors in Chile

THE SUBORDINATE VOTING SHARES ARE PRIVATELY OFFERED IN CHILE PURSUANT TO THE PROVISIONS OF LAW 18,045, THE SECURITIES MARKET LAW OF CHILE, AND NORMA DE CARÁCTER GENERAL NO. 336 ("RULE 336"), DATED JUNE 27, 2012, ISSUED BY THE SUPERINTENDENCIA DE VALORES Y SEGUROS DE CHILE ("SVS"), THE SECURITIES REGULATOR OF CHILE, TO RESIDENT QUALIFIED INVESTORS THAT ARE LISTED IN RULE 336 AND FURTHER DEFINED IN RULE 216 OF JUNE 12, 2008 ISSUED BY THE SVS.

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PURSUANT TO RULE 336 THE FOLLOWING INFORMATION IS PROVIDED IN CHILE TO PROSPECTIVE RESIDENT INVESTORS IN THE OFFERED SECURITIES:

1.

THE INITIATION OF THE OFFER IN CHILE IS , 2021.

2.

THE OFFER IS SUBJECT TO NCG 336 OF JUNE 27, 2012 ISSUED BY THE SUPERINTENDENCIA DE VALORES Y SEGUROS DE CHILE (SUPERINTENDENCY OF SECURITIES AND INSURANCE OF CHILE).

3.

THE OFFER REFERS TO SECURITIES THAT ARE NOT REGISTERED IN THE REGISTRO DE VALORES (SECURITIES REGISTRY) OR THE REGISTRO DE VALORES EXTRANJEROS (FOREIGN SECURITIES REGISTRY) OF THE SVS AND THEREFORE:

(a): THE SECURITIES ARE NOT SUBJECT TO THE OVERSIGHT OF THE SVS; AND
(b): THERE ISSUER THEREOF IS NOT SUBJECT TO REPORTING OBLIGATION WITH RESPECT TO ITSELF OR THE OFFERED SECURITIES.

4.

THE SECURITIES MAY NOT BE PUBLICLY OFFERED IN CHILE UNLESS AND UNTIL THEY ARE REGISTERED IN THE SECURITIES REGISTRY OF THE SVS.

INFORMACIÓN A LOS INVERSIONISTAS RESIDENTES EN CHILE

LOS VALORES OBJETO DE ESTA OFERTA SE OFRECEN PRIVADAMENTE EN CHILE DE CONFORMIDAD CON LAS DISPOSICIONES DE LA LEY N° 18.045 DE MERCADO DE VALORES, Y LA NORMA DE CARÁCTER GENERAL N° 336 DE 27 DE JUNIO DE 2012 ("NCG 336") EMITIDA POR LA SUPERINTENDENCIA DE VALORES Y SEGUROS DE CHILE, A LOS "INVERSIONISTAS CALIFICADOS" QUE ENUMERA LA NCG 336 Y QUE SE DEFINEN EN LA NORMA DE CARÁCTER GENERAL N° 216 DE 12 DE JUNIO DE 2008 EMITIDA POR LA MISMA SUPERINTENDENCIA.

EN CUMPLIMIENTO DE LA NCG 336, LA SIGUIENTE INFORMACIÓN SE PROPORCIONA A LOS POTENCIALES INVERSIONISTAS RESIDENTES EN CHILE:

1.

LA OFERTA DE ESTOS VALORES EN CHILE COMIENZA EL DÍA DE DE .

2.

LA OFERTA SE ENCUENTRA ACOGIDA A LA NCG 336 DE FECHA ECHA 27 DE JUNIO DE 2012 EMITIDA POR LA SUPERINTENDENCIA DE VALORES Y SEGUROS.

3.

LA OFERTA VERSA SOBRE VALORES QUE NO SE ENCUENTRAN INSCRITOS EN EL REGISTRO DE VALORES NI EN EL REGISTRO DE VALORES EXTRANJEROS QUE LLEVA LA SUPERINTENDENCIA DE VALORES Y SEGUROS, POR LO QUE:

(a): LOS VALORES NO ESTÁN SUJETOS A LA FISCALIZACIÓN DE ESA SUPERINTENDENCIA; Y
(b): EL EMISOR DE LOS VALORES NO ESTÁ SUJETO A LA OBLIGACIÓN DE ENTREGAR INFORMACIÓN Pt1BLICA SOBRE LOS VALORES OFRECIDOS NI SU EMISOR.

4.

LOS VALORES PRIVADAMENTE OFRECIDOS NO PODRÁN SER OBJETO DE OFERTA Pt1BLICA EN CHILE MIENTRAS NO SEAN INSCRITOS EN EL REGISTRO DE VALORES CORRESPONDIENTE.

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EXPENSES OF THIS OFFERING

The following table sets forth the costs and expenses, other than the underwriting commission, payable by us in connection with the sale of the shares being registered. All amounts are estimates except for the SEC registration fee, the FINRA filing fee and the NYSE and TSX listing fees.

Item	Amount to be Paid

SEC registration fee	$	*
FINRA filing fee		*
NYSE listing fee		*
TSX listing fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Miscellaneous expenses		*

Total	$	*

*: To be completed by amendment.

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LEGAL MATTERS

The validity of the issuance of the shares offered in this prospectus and certain other matters of Canadian law will be passed upon for us by Osler, Hoskin & Harcourt LLP, Toronto, Canada. We are being represented by Shearman & Sterling LLP, New York, New York with respect to certain matters of U.S. law. Certain legal matters as to Canadian law will be passed upon for the underwriters by Stikeman Elliott LLP, Montréal, Canada. The underwriters are being represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, New York with respect to certain matters of U.S. law.

EXPERTS

The Company's consolidated financial statements as at December 31, 2019, and December 31, 2018, and for each of the three years in the period ended December 31, 2019, included in this prospectus, have been audited by Deloitte LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such consolidated financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. The offices of Deloitte LLP are located at Bay Adelaide East, 8 Adelaide Street West, Suite 200, Toronto, Ontario, M5H 0A9, Canada.

The consolidated financial statements of Triple C Holding GmbH and its subsidiaries, consisting of the consolidated statements of financial position as of December 31, 2019 and 2018, and January 1, 2018, and the related consolidated statements of income and other comprehensive income, changes in owner's equity, and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes to the consolidated financial statements have been included herein in reliance upon the report of KPMG AG Wirtschaftsprufungsgesellschaft ("KPMG") appearing elsewhere herein, and upon the authority of KPMG as experts in auditing and accounting. The offices of KPMG are located at Klingelhoeferstrasse 18, 10785 Berlin, Germany.

The combined financial statements of the Artificial Intelligence Business of LBT Acquisition, Inc. as at December 31, 2019 and 2018 and for each of the years in the two-year period ended December 31, 2019 included in this Prospectus have been so included in reliance on the report of BDO USA, LLP, an independent certified public accounting firm, appearing elsewhere herein, given on the authority of said firm as experts in auditing and accounting. The offices of BDO USA, LLP are located at One International Place, Boston, Massachusetts 02110 United States.

ENFORCEMENT OF CIVIL LIABILITIES

We are incorporated under the laws of the Province of British Columbia, Canada, with our principal place of business in Vancouver, Canada. Some of our directors and officers, and some of the experts named in this prospectus, are residents of Canada or otherwise reside outside of the United States, and all or a substantial portion of their assets, and all or a substantial portion of our assets, are located outside of the United States. We have appointed an agent for service of process in the United States, but it may be difficult for shareholders who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for shareholders who reside in the United States to realize in the United States upon judgments of courts of the United States predicated upon our civil liability and the civil liability of our directors, officers and experts under the United States federal securities laws. There can be no assurance that U.S. investors will be able to enforce against us, members of our board of directors, officers or certain experts named herein who are residents of Canada or other countries outside the United States, any judgments in civil and commercial matters, including judgments under the federal securities laws.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement (including amendments and exhibits to the registration statement) on Form F-1 under the Securities Act with respect to the shares offered in this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information with respect to TELUS International (Cda) Inc. and the subordinate voting shares offered hereby, reference is made to the registration statement and the exhibits and schedules filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address is www.sec.gov.

After this offering, we will be subject to the reporting requirements of the Exchange Act applicable to foreign private issuers. Because we are a foreign private issuer, the SEC's rules do not require us to deliver proxy statements or to file quarterly reports on Form 10-Q, or to use Form 10-K to file our annual reports, among other things. However, we plan to produce quarterly financial reports and furnish them to the SEC after the end of each of the first three quarters of our fiscal year and to file our annual report on Form 20-F or Form 40-F after the end of our fiscal year. Our annual consolidated financial statements will be prepared in accordance with IFRS as issued by the IASB and audited by an independent registered public accounting firm.

As a foreign private issuer, we are also exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. We are, however, still subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 of the Exchange Act. Since many of the disclosure obligations required of us as a foreign private issuer are different than those required by other U.S. domestic reporting companies, our shareholders, potential shareholders and the investing public in general should not expect to receive information about us in the same amount and at the same time as information is received from, or provided by, other U.S. domestic reporting companies.

We will also be subject to the full informational requirements of the securities commissions in all provinces and territories of Canada. You are invited to read and copy any reports, statements or other information, other than confidential filings, that we intend to file with the Canadian provincial and territorial securities commissions. These filings are also electronically available from SEDAR, the Canadian equivalent of the SEC's Electronic Document Gathering and Retrieval System. Documents filed on SEDAR are not, and should not be considered, part of this prospectus.

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INDEX TO FINANCIAL STATEMENTS

Financial Statements of TELUS International (Cda) Inc.

Unaudited condensed interim consolidated financial statements as at September 30, 2020 and December 31, 2019, and for the three- and nine-month periods ended September 30, 2020 and 2019

		Page

Condensed Interim Consolidated Statements of Income and Other Comprehensive Income			F-3
Condensed Interim Consolidated Statements of Financial Position			F-4
Condensed Interim Consolidated Statements of Changes in Owners' Equity			F-5
Condensed Interim Consolidated Statements of Cash Flows			F-6
Notes to Condensed Interim Consolidated Financial Statements			F-7

Consolidated financial statements as at December 31, 2019 and 2018, and for each of the years in the three-year period ended December 31, 2019

		Page

Report of Independent Registered Public Accounting Firm			F-43
Consolidated Statements of Income and Other Comprehensive Income			F-44
Consolidated Statements of Financial Position			F-45
Consolidated Statements of Changes in Owners' Equity			F-46
Consolidated Statements of Cash Flows			F-47
Notes to Consolidated Financial Statements			F-48

Financial Statements of Triple C Holding GmbH

Unaudited condensed interim consolidated financial statements as at September 30, 2019 and December 31, 2018 and for the nine months ended September 30, 2019 and 2018

		Page

Condensed Interim Consolidated Statements of Income and Other Comprehensive Income			F-98
Condensed Interim Consolidated Statements of Financial Position			F-99
Condensed Interim Consolidated Statements of Changes in Owner's Equity			F-100
Condensed Interim Consolidated Statements of Cash Flows			F-101
Notes to the Condensed Interim Consolidated Financial Statements			F-102

Consolidated financial statements as at December 31, 2019 and 2018 and January 1, 2018, and for each of the years in the two-year period ended December 31, 2019

		Page

Report of Independent Registered Public Accounting Firm			F-128
Consolidated Statements of Income and Other Comprehensive Income (Euro)			F-129
Consolidated Statements of Financial Position (Euro)			F-130
Consolidated Statements of Changes in Owner's Equity (Euro)			F-131
Consolidated Statements of Cash Flows (Euro)			F-132
Notes to Consolidated Financial Statements			F-133

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Financial Statements of the Artificial Intelligence Business

Unaudited condensed combined interim financial statements as at September 30, 2020 and December 31, 2019, and for the nine-month periods ended September 30, 2020 and 2019

		Page

Condensed Combined Balance Sheets			F-174
Condensed Combined Statements of Operations and Comprehensive Income			F-175
Condensed Combined Statements of Changes in Parent Company Equity			F-176
Condensed Combined Statements of Cash Flows			F-177
Notes to Condensed Combined Financial Statements			F-178

Combined financial statements as at December 31, 2019 and 2018 and for the years ended December 31, 2019 and 2018

		Page

Report of Independent Certified Public Accounting Firm			F-192
Combined Balance Sheets			F-193
Combined Statements of Operations and Comprehensive Income			F-194
Combined Statements of Changes in Parent Company Equity			F-195
Combined Statements of Cash Flows			F-196
Notes to Combined Financial Statements			F-197

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TELUS International (Cda) Inc.

Condensed Interim Consolidated Statements of Income and Other Comprehensive Income

(unaudited)

		Three months						Nine months

Periods ended September 30 (millions)	Note	2020			2019			2020			2019
REVENUES
Revenues arising from contracts with customers—service		$	426.6		$	265.3		$	1,139.3		$	747.1
OPERATING EXPENSES
Goods and services purchased			73.4			47.1			219.4			132.9
Employee benefits expense	5		254.9			162.1			708.0			463.5
Depreciation	11		25.4			19.4			72.6			53.1
Amortization of intangible assets	12		23.2			4.8			59.7			14.4

			376.9			233.4			1,059.7			663.9

OPERATING INCOME			49.7			31.9			79.6			83.2
Changes in business combination-related provisions	14		0.1			(1.0	)		(73.4	)		(2.5	)
Interest expense	6		9.9			8.8			34.3			28.0
Foreign exchange	6		(0.2	)		2.3			2.2			(2.3	)

INCOME BEFORE INCOME TAXES			39.9			21.8			116.5			60.0
Income taxes	7		12.3			7.0			34.6			18.3

NET INCOME			27.6			14.8			81.9			41.7



OTHER COMPREHENSIVE INCOME	8
Items that may subsequently be reclassified to income
Change in unrealized fair value of derivatives designated as held-for-hedging			13.9			(0.2	)		(11.9	)		(2.1	)
Foreign currency translation adjustment arising from translating financial statements of foreign operations			28.0			0.5			36.5			(7.3	)

			41.9			0.3			24.6			(9.4	)

COMPREHENSIVE INCOME		$	69.5		$	15.1		$	106.5		$	32.3



NET INCOME PER COMMON SHARE	16(b)
Basic		$	0.54		$	0.35		$	1.66		$	0.99
Diluted		$	0.54		$	0.35		$	1.65		$	0.99

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

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TELUS International (Cda) Inc.

Condensed Interim Consolidated Statements of Financial Position

(unaudited)

As at (millions)	Note	September 30, 2020		December 31, 2019

ASSETS
Current assets
Cash and temporary investments, net		$	138.9	$	79.5
Accounts receivable	19(b)		292.4		176.6
Due from affiliated companies	18(a)		33.3		30.2
Income and other taxes receivable			15.5		10.9
Prepaid expenses			27.8		27.9
Current derivative assets	4(f)		2.0		3.3

			509.9		328.4

Non-current assets
Property, plant and equipment, net	11		366.7		301.0
Intangible assets, net	12		646.6		89.7
Goodwill, net	12		1,003.9		418.4
Deferred income taxes	7		13.4		4.7
Other long-term assets	19(b)		35.0		26.8

			2,065.6		840.6

		$	2,575.5	$	1,169.0

LIABILITIES AND OWNERS' EQUITY
Current liabilities
Short-term borrowings			11.1		—
Accounts payable and accrued liabilities	19(b)		308.5		152.2
Due to affiliated companies	18(a)		32.1		26.0
Income and other taxes payable			83.6		40.6
Advance billings and customer deposits			2.4		4.0
Provisions	14		0.6		10.3
Current maturities of long-term debt	15		77.0		42.8
Current portion of derivative liabilities	4(f)		2.1		—

			517.4		275.9

Non-current liabilities
Provisions	14		18.7		160.5
Long-term debt	15		1,070.4		477.7
Other long-term liabilities			5.9		4.2
Derivative liabilities	4(f)		37.6		3.2
Deferred income taxes	7		181.4		1.7

			1,314.0		647.3

Liabilities			1,831.4		923.2

Owners' equity
Common equity	16		744.1		245.8

		$	2,575.5	$	1,169.0

Contingent liabilities	17

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

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TELUS International (Cda) Inc.

Condensed Interim Consolidated Statement of Changes In Owners' Equity

(unaudited)

		Share capital

		Common Shares
		Common Shares							Accumulated other comprehensive income
($ in millions)	Note	Number of shares		Share capital		Retained earnings (deficit)			Accumulated other comprehensive income			Total
Balance as at January 1, 2019 As previously reported			42,151,421	$	283.8	$	(108.3	)	$	21.2		$	196.7
IFRS 16, Leases transitional amount			—		—		(14.7	)		0.1			(14.6	)

As adjusted			42,151,421		283.8		(123.0	)		21.3			182.1
Net income			—		—		41.7			—			41.7
Other comprehensive income			—		—		—			(9.4	)		(9.4	)
Share option awards			—		0.4		—			—			0.4

Balance as at September 30, 2019			42,151,421	$	284.2	$	(81.3	)	$	11.9		$	214.8

Balance as at January 1, 2020			42,151,421	$	284.4	$	(54.0	)	$	15.4		$	245.8
Net income			—		—		81.9			—			81.9
Excess of fair value of consideration paid over the carrying value of business acquired	12(b)		—		—		(16.4	)		—			(16.4	)
Share option awards			—		0.4		—			—			0.4
Other comprehensive income			—		—		—			24.6			24.6
Class A Common Shares—Issued	16		4,468,309		199.2		—			—			199.2
Class B Common Shares—Issued	16		1,782,620		67.9		—			—			67.9
Class C Common Shares—Issued	16		835,660		50.7		—			—			50.7
Class E Common Shares—Issued	16		1,449,004		90.0		—			—			90.0

Balance as at September 30, 2020			50,687,014	$	692.6	$	11.5		$	40.0		$	744.1

The accompanying notes are an integral part of these condensed interim consolidated financial
statements.

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TELUS International (Cda) Inc.

Condensed Interim Consolidated Statements of Cash Flows

(unaudited)

		Three months						Nine months

Periods ended September 30 (millions)	Note	2020			2019			2020			2019
OPERATING ACTIVITIES
Net income		$	27.6		$	14.8		$	81.9		$	41.7
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization			48.6			24.2			132.3			67.5
Interest expense	6		9.9			8.8			34.3			28.0
Income tax expense	7		12.3			7.0			34.6			18.3
Share-based compensation expense, net of payments made			(3.8	)		(4.4	)		8.7			(0.6	)
Reversal of provision for written put option	14		—			—			(73.3	)		(1.3	)
Change in market value of derivatives and other adjustments			0.1			7.0			(0.4	)		0.4

Cash provided by operating activities before net change in non-cash working capital, interest paid, and income taxes paid			94.7			57.4			218.1			154.0
Net change in non-cash operating working capital	19(c)		2.0			9.2			12.7			(25.6	)
Interest paid			(6.6	)		(3.4	)		(22.0	)		(11.9	)
Income taxes paid, net			(7.2	)		(6.7	)		(47.5	)		(22.5	)

Cash provided by operating activities			82.9			56.5			161.3			94.0

INVESTING ACTIVITIES
Cash payments for capital assets	19(c)		(19.7	)		(18.5	)		(37.9	)		(36.2	)
Payment to acquire non-controlling interest in subsidiary	14		—			—			(50.0	)		—
Cash payments for acquisitions, net	12(b)		—			—			(798.9	)		—

Cash used by investing activities			(19.7	)		(18.5	)		(886.8	)		(36.2	)

FINANCING ACTIVITIES
Shares issued	18		—			—			359.0			—
Issue of short-term borrowings, net	19(d)		11.1			0.6			11.1			0.6
Long-term debt issued	19(d)		—			—			1,145.0			10.0
Repayment of long-term debt	19(d)		(66.8	)		(14.1	)		(725.7	)		(51.8	)

Cash provided (used) by financing activities			(55.7	)		(13.5	)		789.4			(41.2	)

Effect of exchange rate changes on cash and temporary investments			(3.5	)		0.8			(4.5	)		1.1

CASH POSITION
Increase in cash and temporary investments, net			4.0			25.3			59.4			17.7
Cash and temporary investments, net, beginning of period			134.9			58.0			79.5			65.6

Cash and temporary investments, net, end of period		$	138.9		$	83.3		$	138.9		$	83.3

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

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TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements

(unaudited)

TELUS International (Cda) Inc. is a global provider of customer experience and digital business services.

TELUS International (Cda) Inc. was incorporated under the Business Corporations Act (British Columbia) on January 2, 2016, and is a subsidiary of TELUS Corporation. TELUS International (Cda) Inc. maintains its registered office at 510 West Georgia Street, Vancouver, British Columbia.

The terms we, us, our or ourselves are used to refer to TELUS International (Cda) Inc. and, where the context of the narrative permits or requires, its subsidiaries. Additionally, the term TELUS Corporation is a reference to TELUS Corporation, and where the context of the narrative permits or requires, its subsidiaries.

1. Condensed interim consolidated financial statements

(a) Basis of presentation

The notes presented in our condensed interim consolidated financial statements include only significant events and transactions and are not fully inclusive of all matters normally disclosed in our annual audited financial statements; thus, our interim consolidated financial statements are referred to as condensed. Business transfers from related parties executed during the period are accounted for as common control transactions using the predecessor accounting method prospectively applied wherein no assets or liabilities acquired are restated to their fair values and the results of operations include the transferred businesses' results only from the date of our acquisition of them. Our financial results may vary from period to period during any fiscal year. The seasonality in our business, and consequently, our financial performance, mirrors that of our clients. Our condensed interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2019.

Our condensed interim consolidated financial statements are expressed in United States dollars and follow the same accounting policies and methods of their application as set out in our consolidated financial statements for the year ended December 31, 2019, other than as set out in Note 1 and Note 2. The generally accepted accounting principles that we use are International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS-IASB). Our condensed interim consolidated financial statements comply with International Accounting Standard 34, Interim Financial Reporting. Our condensed interim consolidated financial statements for the three- and nine-month period ended September 30, 2020, have been prepared by, and are the responsibility of, our management and were authorized by our Board of Directors for issuance on January 8, 2021.

(b) Use of estimates and judgments

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates (including about the future effects of the COVID-19 pandemic), assumptions and judgments that affect: the reported amounts of assets and liabilities at the date of the financial statements; the disclosure of contingent assets and liabilities at the date of the financial statements; and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

2. Accounting policy developments

Initial application of standards, interpretations and amendments to standards and interpretations in the reporting period

In October 2018, the International Accounting Standards Board amended IFRS 3, Business Combinations, seeking to clarify whether an acquisition transaction results in the acquisition of an asset or the acquisition of a business. The amendments are effective for acquisition transactions on or after January 1, 2020, although earlier application was permitted. The amended standard has a narrower definition of a business, which could result in the recognition of fewer business combinations than under the previous standard; the implication of this is that amounts which may have been recognized as goodwill in a business combination under the previous standard may now be recognized as allocations to net identifiable assets acquired under the amended standard (with an associated effect in an entity's results of operations that would differ from the effect of goodwill having been recognized). We have applied the standard prospectively from January 1, 2020. The effects, if any, of the amended standard on our financial performance and disclosure will be dependent on the facts and circumstances of any future acquisition transactions and have not been material in the current fiscal year.

3. Capital structure financial policies

Our objective when managing capital is to maintain a flexible capital structure that optimizes the cost and availability of capital at acceptable risk levels.

We manage our capital structure and make adjustments to it in light of changes in economic conditions and the risk characteristics of our business. In order to maintain or adjust our capital structure, we may issue new shares, issue new debt and/or issue new debt to replace existing debt with different characteristics.

For the nine-month period ended September 30, 2020, our financial objectives, which are reviewed annually, were unchanged from 2019. We believe that our financial objectives are supportive of our long-term strategy.

We monitor capital utilizing the financial covenants prescribed in our credit facility (Note 15(b)).

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TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

4. Financial instruments

(a) Credit risk

Excluding credit risk, if any, arising from currency swaps settled on a gross basis, the best representation of our maximum exposure (excluding income tax effects) to credit risk, which is a worst-case scenario and does not reflect results we expect, is as set out in the following table:

As at (millions)	September 30, 2020		December 31, 2019

Cash and temporary investments, net	$	138.9	$	79.5
Accounts receivable		292.4		176.6
Due from affiliated companies		33.3		30.2
Current Derivative assets		2.0		3.3

	$	466.6	$	289.6

Cash and temporary investments

Credit risk associated with cash and temporary investments net is managed by ensuring that these financial assets are placed with: governments; major financial institutions that have been accorded strong investment grade ratings by a primary rating agency; and/or other creditworthy counterparties. An ongoing review is performed to evaluate changes in the status of counterparties.

Accounts receivable

Credit risk associated with accounts receivable is managed through a program of credit evaluations of customers and limiting the amount of credit extended when deemed necessary.

The following table presents an analysis of the age of customer accounts receivable. Any late payment charges are levied at a negotiated rate on outstanding non-current customer account balances.

As at (millions)	Note	September 30, 2020			December 31, 2019

Customer accounts receivable
Less than 30 days past billing date		$	132.1		$	97.4
30-60 days past billing date			25.9			3.0
61-90 days past billing date			6.8			2.3
More than 90 days past billing date			3.2			5.3

		$	168.0		$	108.0



Customer accounts receivable	18(b)	$	174.1		$	109.8
Allowance for doubtful accounts	18(b)		(6.1	)		(1.8	)

Customer receivable, net		$	168.0		$	108.0

We maintain allowances for expected credit losses related to doubtful accounts. Current economic conditions (including forward-looking macroeconomic data), historical information (including credit agency reports, if available), reasons for the accounts being past due and line of business from which the customer accounts receivable arose are all considered when determining whether to make allowances for past-due accounts. The same factors are considered when determining whether to write off amounts charged to the allowance for doubtful accounts against the customer accounts receivable.

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Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

4. Financial instruments (Continued)

The doubtful accounts expense is calculated on a specific-identification basis for customer accounts receivable over a specific balance threshold and on a statistically derived allowance basis for the remainder. No customer accounts receivables are written off directly to the doubtful accounts expense.

The following table presents a summary of the activity related to our allowance for doubtful accounts.

	Three months						Nine months

Periods ended September 30 (millions)	2020			2019			2020			2019
Balance, beginning of period	$	7.5		$	3.4		$	1.8		$	2.9
Recovery		(2.1	)		(1.7	)		(2.1	)		(1.7	)
Additions		0.7			0.1			6.4			0.6

Balance, end of period	$	6.1		$	1.8		$	6.1		$	1.8

Due from affiliated companies

Amounts due from affiliated companies pertains to receivables from our parent, TELUS Corporation, pursuant to services provided to TELUS and its subsidiaries in accordance with the master services agreement. The master services agreement stipulates payment terms of net 30. We have no allowance for doubtful accounts or aged balances due from affiliates.

Derivative assets (and derivative liabilities)

Counterparties to our foreign exchange derivatives are major financial institutions that have been accorded investment grade ratings by a primary credit rating agency. The total dollar amount of credit exposure under contracts with any one financial institution is limited and counterparties' credit ratings are monitored. We do not give or receive collateral on swap agreements and hedging items due to our credit rating and those of our counterparties. While we are exposed to the risk of potential credit losses due to the possible non-performance of our counterparties, we consider this risk remote. Our derivative liabilities do not have credit risk-related contingent features.

(b) Liquidity risk

As a component of our capital structure financial policies, discussed further in Note 3, we manage liquidity risk by:

•: maintaining bilateral bank facilities and a syndicated credit facility (Note 15(b));
•: continuously monitoring forecast and actual cash flows; and
•: managing maturity profiles of financial assets and financial liabilities.

Our debt maturities in future years are as disclosed in Note 15(d).

We closely match the contractual maturities of our derivative financial liabilities with those of the risk exposures they are being used to manage.

F-10

Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

4. Financial instruments (Continued)

The expected maturities of our undiscounted financial liabilities do not differ significantly from the contractual maturities, other than as noted below. The contractual maturities of our undiscounted financial liabilities, including interest thereon (where applicable), are as set out in the following tables:

	Non-derivative

	Non-derivative								Derivative
					Composite long-term debt				Derivative
									Currency swap agreement amounts to be exchanged
	Non- interest bearing financial liabilities
			Due to affiliated companies (Note 18)		Long-term debt, excluding leases¹ (Note 15)
							Leases (Note 13)							Interest rate swap agreement
As at September 30, 2020 (millions)							Leases (Note 13)		(Receive)			Pay		Interest rate swap agreement		Total
2020 (balance of year)	$	406.2	$	32.1	$	29.9	$	16.3	$	(110.4	)	$	106.7	$	—	$	480.8
2021		206.0		—		51.9		60.6		(4.8	)		2.8		—		316.5
2022		—		—		51.2		49.7		(4.5	)		2.6		5.4		104.4
2023		—		—		50.5		42.3		(4.3	)		2.5		—		91.0
2024		—		—		49.8		28.2		(4.0	)		2.3		—		76.3
2025		—		—		818.7		18.3		(384.4	)		418.7		—		871.3
2026-2029		—		—		—		36.3		—			—		—		36.3
Thereafter		—		—		—		15.4		—			—		—		15.4

Total	$	612.2	$	32.1	$	1,052.0	$	267.1	$	(512.4	)	$	535.6	$	5.4	$	1,992.0

Total (Note 15(d))							$	1,319.1

(1): Future cash outflows in respect of associated interest and like carrying costs for amounts drawn under our credit facilities (if any) have been calculated based upon the rates in effect at September 30, 2020.

	Non-derivative

	Non-derivative								Derivative
					Composite long-term debt				Derivative
									Currency swap agreement amounts to be exchanged
	Non- interest bearing financial liabilities
			Due to affiliated companies (Note 18)		Long-term debt, excluding leases¹ (Note 15)
							Leases (Note 13)							Interest rate swap agreement
As at December 31, 2019 (millions)							Leases (Note 13)		(Receive)			Pay		Interest rate swap agreement		Total
2020	$	209.0	$	26.0	$	16.8	$	48.8	$	(391.2	)	$	388.0	$	—	$	297.4
2021		166.4		—		16.6		44.7		—			—		—		227.7
2022		—		—		328.8		35.1		—			—		3.2		367.1
2023		—		—		—		32.2		—			—		—		32.2
2024		—		—		—		20.2		—			—		—		20.2
2025-2029		—		—		—		39.7		—			—		—		39.7
Thereafter		—		—		—		14.7		—			—		—		14.7

Total	$	375.4	$	26.0	$	362.2	$	235.4	$	(391.2	)	$	388.0	$	3.2	$	999.0

Total (Note 16(d))							$	597.6

(1): Future cash outflows in respect of associated interest and like carrying costs for amounts drawn under our credit facilities (if any) have been calculated based upon the rates in effect at December 31, 2019.

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Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

4. Financial instruments (Continued)

(c) Currency risk

Our functional currency is the United States dollar, but certain routine revenues and operating costs are denominated in Canadian dollars and capital asset acquisitions are sourced internationally. The European euro, Philippine peso and the Canadian dollar are the foreign currencies to which we currently have the largest exposure.

Our foreign exchange risk management includes the use of foreign currency forward contracts to fix the exchange rates on short-term Philippine peso denominated transactions and commitments, as well as cross currency interest rate swaps which are used to hedge the currency risk arising from translation of the net investment in a European euro denominated subsidiary to US dollar functional currency.

(d) Interest rate risk

Changes in market interest rates will cause fluctuations in the fair value or future cash flows of temporary investments, short-term obligations and long-term debt.

When we have temporary investments, they have short maturities and fixed interest rates and as a result, their fair value will fluctuate with changes in market interest rates; absent monetization prior to maturity, the related future cash flows will not change due to changes in market interest rates.

As short-term obligations arising from bilateral bank facilities, which typically have variable interest rates, are rarely outstanding for periods that exceed one calendar week, interest rate risk associated with this item is not material.

Amounts drawn on our long-term credit facility (Note 15(b)) will be affected by changes in market interest rates in a manner similar to debts with short maturities in that the fair value is not materially affected by changes in market interest rates, but the associated cash flows representing interest payments are.

We manage our exposure to changes in market interest rates with the use of interest rate swaps to fix the interest rates on the variable rate portion of our credit facility.

(e) Market risk

Net income and other comprehensive income for the nine-month periods ended September 30, 2020 and 2019, could have varied if the United States dollar: Canadian dollar exchange rate, United States dollar: Philippine Peso exchange rate, United Stated dollar: European Euro exchange rate, market interest rates, and the TELUS Corporation and TELUS International (Cda) Inc. Common Share prices varied by reasonably possible amounts from their actual statement of financial position date amounts.

The sensitivity analysis of our exposure to currency risk at the reporting date has been determined based upon a hypothetical change taking place at the relevant statement of financial position date. The Canadian dollar, European Euro and Philippine Peso denominated balances as at the statement of financial position dates have been used in the calculations.

F-12

Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

4. Financial instruments (Continued)

The sensitivity analysis of our exposure to interest rate risk at the reporting date has been determined using the hypothetical change taking place at the beginning of the relevant fiscal year and being held constant through to the statement of financial position date. The relevant statement of financial position date principal has been used in the calculations.

The sensitivity analysis of our exposure to other price risk arising from share-based compensation at the reporting date has been determined based upon a hypothetical change taking place at the relevant statement of financial position date. The relevant notional number of Common Shares at the statement of financial position date has been used in the calculations.

	Net income						Other comprehensive income						Comprehensive income

Nine-month periods ended September 30 (increase (decrease) in millions)	2020			2019			2020			2019			2020			2019
Reasonably possible changes in market risks⁽¹⁾
10% change in US$: Cdn.$ exchange rate
United States dollar appreciates	$	(0.5	)	$	0.7		$	—		$	—		$	(0.5	)	$	0.7
United States dollar depreciates	$	0.5		$	(0.7	)	$	—		$	—		$	0.5		$	(0.7	)
10% change in US$: Euro exchange rate
United States dollar appreciates	$	—		$	(3.8	)	$	10.7		$	5.3		$	10.7		$	1.5
United States dollar depreciates	$	—		$	3.8		$	(10.7	)	$	(5.3	)	$	(10.7	)	$	(1.5	)
10% change in US$: Peso exchange rate
United States dollar appreciates	$	—		$	(0.2	)	$	—		$	—		$	—		$	(0.2	)
United States dollar depreciates	$	—		$	0.2		$	—		$	—		$	—		$	0.2
25 basis point change in market interest rate
Rate increases	$	(2.4	)	$	(0.7	)	$	(0.5	)	$	0.8		$	(2.9	)	$	0.1
Rate decreases	$	2.4		$	0.7		$	0.5		$	(0.8	)	$	2.9		$	(0.1	)
25%⁽²⁾ change in common share price⁽³⁾
Price increases	$	(2.9	)	$	(2.2	)	$	—		$	—		$	(2.9	)	$	(2.2	)
Price decreases	$	2.9		$	2.2		$	—		$	—		$	2.9		$	2.2

(1): These sensitivities are hypothetical and should be used with caution. Changes in net income and/or other comprehensive income generally cannot be extrapolated because the relationship of the change in assumption to the change in net income and/or other comprehensive income may not be linear. In this table, the effect of a variation in a particular assumption on the amount of net income and/or other comprehensive income is calculated without changing any other factors; in reality, changes in one factor may result in changes in another, which might magnify or counteract the sensitivities.

The sensitivity analysis assumes that we would realize the changes in exchange rates; in reality, the competitive marketplace in which we operate would have an effect on this assumption.

No consideration has been made for a difference in the notional number of Common Shares associated with share-based compensation awards made during the reporting period that may have arisen due to a difference in the common share price.

(2): To facilitate ongoing comparison of sensitivities, a constant variance of approximate magnitude has been used.
(3): The hypothetical effects of changes in the price of our Common Shares and those of TELUS Corporation are restricted to those which would arise from our share-based compensation awards that are accounted for as liability instruments.

F-13

Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

4. Financial instruments (Continued)

(f) Fair values

Derivative

The derivative financial instruments that we measure at fair value on a recurring basis subsequent to initial recognition are as set out in the following table; all such items use significant other observable inputs (Level 2) for measuring fair value at the reporting date. During the nine-month period ended September 30, 2020, there were no transfers between the fair value measurement category levels.

		September 30, 2020							December 31, 2019

As at (millions)	Designation	Maximum maturity date		Notional amount		Fair value and carrying value		Price or rate	Maximum maturity date		Notional amount		Fair value and carrying value		Price or rate
Current assets⁽¹⁾
Derivatives used to manage
Currency risk arising from Philippine peso denominated purchases	HFT⁽²⁾		2020	$	81.7	$	2.0	USD:1.00 PHP:48.23		2020	$	28.0	$	0.8	USD:1.00 PHP:52.16
Currency risk arising from net investment in foreign operation	HFH⁽³⁾		2020	$	—	$	—	—		2020	$	363.2	$	2.5	USD:1.00 EUR:0.89

						$	2.0						$	3.3



Current liabilities⁽¹⁾
Derivatives used to manage
Currency risk arising from European euro denominated business acquisition	HFH⁽³⁾		2020	$	25.1	$	2.1	USD:1.00 EUR:0.85		—	$	—	$	—	—

						$	4.1						$	—



Non-current liabilities⁽¹⁾
Derivatives used to manage
Currency risk arising from net investment in foreign operation	HFH⁽³⁾		2020	$	384.4	$	32.2	USD:1.00 EUR:0.85		—	$	—	$	—	—
Interest rate risk associated with non-fixed rate credit facility amounts drawn	HFH⁽³⁾		2025	$	102.0	$	5.4	2.64%		2022	$	106.5	$	3.2	2.64%

						$	37.6						$	3.2

(1): Notional amounts of derivative financial assets and liabilities are not set off.
(2): Foreign currency hedges are designated as held for trading (HFT) upon initial recognition; hedge accounting is not applied.
(3): Designated as a hedge of a net investment in a foreign operation and hedge accounting is applied. Hedge ratio is 1:1 and is established by assessing the degree of matching between the notional amounts of hedging items and the notional amounts of the associated hedged items.

F-14

Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

4. Financial instruments (Continued)

Non-derivative

Our long-term debt excluding lease liabilities, which is measured at amortized cost, approximates the fair value thereof due to the short-term nature of the applicable rates of interest charged.

(g) Recognition of derivative gains and losses

The following table sets out the gains and losses, excluding income tax effects, arising from derivative instruments that are classified as cash flow hedging items and their location within the condensed interim consolidated statements of income and other comprehensive income.

We designate only the spot element as the hedging item. As at September 30, 2020, the foreign currency basis spread included in the fair value of the derivative instruments, and which is used for purposes of assessing hedge ineffectiveness was $1.6 million. Amounts recognized in other comprehensive income are net of the change in the foreign currency basis spread (which is used for purposes of assessing hedge ineffectiveness) included in the fair value of the derivative instruments. For the three and nine months ended September 30, 2020, the foreign currency basis spread was a gain of $0.4 million and a loss of $1.6 million, respectively.

Credit risk associated with such derivative instruments, as discussed further in (a), would be the primary source of hedge ineffectiveness. There was no ineffective portion of derivative instruments classified as cash flow hedging items for the periods presented.

							Gain (loss) reclassified from other comprehensive income to income (effective portion)

	Amount of gain (loss) recognized in other comprehensive income (effective portion)
								Amount
Periods ended September 30 (millions)	2020			2019			Location	2020			2019
THREE MONTHS
Derivatives used to manage interest rate risk
Associated with non-fixed rate credit facility amounts drawn	$	0.7		$	(0.4	)	Interest expense	$	0.6		$	(0.1	)

Derivatives used to manage currency risk
Arising from net investment in foreign operation		13.7			—		Foreign exchange		—			—

	$	14.4		$	(0.4	)		$	0.6		$	(0.1	)

NINE MONTHS
Derivatives used to manage interest rate risk
Associated with non-fixed rate credit facility amounts drawn	$	(2.2	)	$	(3.0	)	Interest expense	$	1.5		$	(0.2	)

Derivatives used to manage currency risk
Arising from European euro-denominated business acquisition		—			—		Foreign exchange		(6.2	)		—
Arising from net investment in foreign operation		(11.0	)		—		Foreign exchange		—			—

	$	(13.2	)	$	(3.0	)		$	(4.7	)	$	(0.2	)

The following table sets out the gains and losses, excluding income tax effects, arising from derivative instruments that are classified as held for trading and that are not designated as being in a

F-15

Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

4. Financial instruments (Continued)

hedging relationship, and their location within the condensed interim consolidated statements of income and other comprehensive income.

			Gain (loss) recognized in income on derivatives

			Three months					Nine months
Periods ended September 30 (millions)	Location	Note	2020		2019			2020		2019
Derivatives used to manage currency risks	Foreign exchange	6	$	0.7	$	(1.1	)	$	1.2	$	0.3

5. Employee benefits expense

			Three months				Nine months

Periods ended September 30 (millions)	Note		2020		2019		2020		2019
Employee benefits expense
Wages and salaries			$	245.9	$	157.8	$	679.5	$	450.8
Benefits				2.1		1.4		6.5		3.9
Share-based compensation		9		4.6		2.3		17.1		7.2
Pensions—defined contribution				0.8		0.5		2.2		1.5
Restructuring costs		10		1.5		0.1		2.7		0.1

			$	254.9	$	162.1	$	708.0	$	463.5

6. Financing costs

		Three months						Nine months

Periods ended September 30 (millions)		2020			2019			2020			2019
Interest expense
Interest on long-term debt		$	6.0		$	3.5		$	20.3		$	10.8
Interest on lease liabilities			3.3			3.3			10.4			9.7
Interest on short-term borrowings and other			0.6			(0.1	)		1.7			1.1
Interest accretion on provisions	14		—			2.1			1.9			6.4

			9.9			8.8			34.3			28.0

Foreign Exchange Derivatives used to manage currency risk	4(g)		(0.7	)		1.1			(1.2	)		(0.3	)
Foreign exchange loss (gain)			0.5			1.2			3.4			(2.0	)

		$	(0.2	)	$	2.3		$	2.2		$	(2.3	)

F-16

Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

7. Income taxes

	Three months						Nine months

Periods ended September 30 (millions)	2020			2019			2020			2019
Current income tax expense
For current reporting period	$	17.3		$	7.1		$	43.9		$	20.1
Adjustments recognized in the current period for income tax of prior periods		0.3			(0.3	)		(9.4	)		(0.8	)

		17.6			6.8			34.5			19.3

Deferred income tax expense (recovery)
Arising from the origination and reversal of temporary differences		(5.0	)		0.7			(0.8	)		0.4
Adjustments recognized in the current period for income tax of prior periods		(0.3	)		(0.5	)		0.9			(1.4	)

		(5.3	)		0.2			0.1			(1.0	)

	$	12.3		$	7.0		$	34.6		$	18.3

Our income tax expense and effective income tax rate differs from that calculated by applying the applicable statutory rates for the following reasons:

	Three months										Nine months

Periods ended September 30 (millions)	2020					2019					2020					2019
Income taxes computed at applicable statutory rates	$	8.8		22.1	%	$	6.2		28.6	%	$	28.3		24.3	%	$	17.4		29.0	%
Adjustments recognized in the current period for income tax of prior periods		—		—			(0.8	)	(3.8	)		(8.5	)	(7.3	)		(2.2	)	(3.6	)
Withholding and other taxes		1.5		3.8			1.5		6.9			5.4		4.6			4.5		7.5
Foreign accrual property income		2.0		5.0			2.9		13.3			5.0		4.3			7.4		12.2
Foreign tax differential		(1.5	)	(3.8	)		(4.5	)	(20.5	)		(3.9	)	(3.3	)		(12.1	)	(20.1	)
Losses not recognized		(0.2	)	(0.4	)		1.2		5.7			3.5		3.0			2.0		3.3
Other non-deductible items		1.7		4.0			0.5		1.9			4.8		4.1			1.3		2.2

Income tax expense per condensed interim consolidated statements of income and other comprehensive income	$	12.3		30.7	%	$	7.0		32.1	%	$	34.6		29.7	%	$	18.3		30.5	%

F-17

Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

8. Other comprehensive income

	Items that may subsequently be reclassified to income

	Items that may subsequently be reclassified to income					Item never reclassified to income
	Change in unrealized and realized fair value of derivatives			Cumulative foreign currency translation adjustment		Item never reclassified to income
Three-month period ended September 30 (millions)	Change in unrealized and realized fair value of derivatives			Cumulative foreign currency translation adjustment		Employee defined benefit plan re-measurements			Accumulated other comprehensive income			Other comprehensive income
Accumulated balance as at July 1, 2019	$	(2.7	)	$	13.8	$	0.5		$	11.6
Other comprehensive income (loss)
Amount arising		(0.3	)		0.5		—			0.2			0.2
Income taxes		0.1			—		—			0.1			0.1

Net		(0.2	)		0.5		—			0.3			0.3

Accumulated balance as at September 30, 2019		(2.9	)		14.3		0.5			11.9

Accumulated balance as at July 1, 2020		(26.5	)		26.8		(2.2	)		1.9
Other comprehensive income (loss)
Amount arising		14.4			28.0		—			42.4			42.4
Income taxes		(0.5	)		—		—			(0.5	)		(0.5	)

Net		13.9			28.0		—			41.9			41.9

Accumulated balance as at September 30, 2020	$	(12.6	)	$	54.8	$	(2.2	)	$	40.0

	Items that may subsequently be reclassified to income

	Items that may subsequently be reclassified to income						Item never reclassified to income
	Change in unrealized and realized fair value of derivatives			Cumulative foreign currency translation adjustment			Item never reclassified to income
Nine-month period ended September 30 (millions)	Change in unrealized and realized fair value of derivatives			Cumulative foreign currency translation adjustment			Employee defined benefit plan re-measurements			Accumulated other comprehensive income			Other comprehensive income
Accumulated balance as at January 1, 2019	$	(0.8	)	$	21.5		$	0.5		$	21.2
Opening balance adjustment for IFRS 16		—			0.1			—			0.1
As adjusted		(0.8	)		21.6			0.5			21.3
Other comprehensive income (loss)
Amount arising		(2.9	)		(7.3	)		—			(10.2	)		(10.2	)
Income taxes		0.8			—			—			0.8			0.8

Net		(2.1	)		(7.3	)		—			(9.4	)		(9.4	)

Accumulated balance as at September 30, 2019		(2.9	)		14.3			0.5			11.9

Accumulated balance as at January 1, 2020		(0.7	)		18.3			(2.2	)		15.4
Other comprehensive income (loss)
Amount arising		(13.2	)		36.5			—			23.3			23.3
Income taxes		1.3			—			—			1.3			1.3

Net		(11.9	)		36.5			—			24.6			24.6

Accumulated balance as at September 30, 2020	$	(12.6	)	$	54.8		$	(2.2	)	$	40.0

F-18

Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

9. Share-based compensation

(a) Restricted share units

General

We use two classes of restricted share units as a form of retention and incentive compensation: one class is nominally equal in value to one TELUS International (Cda) Inc. Common Share, the second class is nominally equal in value to one TELUS Corporation Common Share. All of our restricted share units are cash-settled by ourselves and are accounted for as liabilities. The vesting method of restricted share units, which is determined on or before the date of grant, is cliff vesting. For the three-month periods ended September 30, 2020 and September 30, 2019, the income tax benefit arising from restricted stock unit share-based compensation was $1.2 million and $0.5 million, respectively, and for the nine-month periods ended September 30, 2020 and September 30, 2019, the income tax benefit arising from restricted stock unit share-based compensation was $4.4 million and $1.6 million, respectively.

TELUS International (Cda) Inc. Phantom restricted share units.

Each phantom restricted share unit is nominally equal in value to one TELUS International (Cda) Inc. Common Share. The restricted share units generally become payable when vesting is completed and typically vests over a period of 30 months (the requisite service period). As the TELUS International (Cda) Inc. Common Shares are not currently a dividend-paying share, the grant-date fair value of restricted share units equals the fair market value of the corresponding TELUS International (Cda) Inc. Common Shares at the grant date.

The following table presents a summary of the activity related to TELUS International (Cda) Inc. phantom restricted share units.

	U.S.$ denominated

	Number of restricted share units
Three-month period ended September 30	Non- vested			Vested			Grant-date fair value
Outstanding, June 30, 2019		247,430			—		$	26.96
Forfeited		(7,631	)		—		$	26.68
Granted		499			—		$	30.09

Outstanding, September 30, 2019		240,298			—		$	26.97

Outstanding, June 30, 2020		230,304			—		$	34.63
Granted		16,095			—		$	52.85
Vested		(10,575	)		10,575		$	28.25
Exercises		—			(10,575	)	$	28.25
Forfeited		(2,921	)		—		$	28.09

Outstanding, September 30, 2020		232,903			—		$	35.55

F-19

Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

9. Share-based compensation (Continued)

	U.S.$ denominated								Canadian $ denominated

	Number of restricted share units								Number of restricted share units
	Non- vested						Grant-date fair value		Number of restricted share units			Grant-date fair value
Nine-month period ended	Non- vested			Vested			Grant-date fair value		Vested			Grant-date fair value
Outstanding, January 1, 2019		163,549			—		$	26.45		32,299		$	21.36
Exercised		—			—			—		(32,299	)	$	21.36
Forfeited		(16,105	)		—		$	26.59		—		$	—
Granted		92,854			—		$	27.82		—		$	—

Outstanding, September 30, 2019		240,298			—		$	26.97		—		$	—

Outstanding, January 1, 2020		169,593			—		$	28.06		—		$	—
Granted		79,548			—		$	50.01		—		$	—
Vested		(10,575	)		10,575		$	28.25		—		$	—
Exercises		—			(10,575	)	$	28.25		—		$	—
Forfeited		(5,663	)		—		$	28.01		—		$	—

Outstanding, September 30, 2020		232,903			—		$	35.55		—		$	—

TELUS International (Cda) Inc. Phantom performance share units.

Each phantom performance share unit is nominally equal in value to one TELUS International (Cda) Inc. Common Share. The performance share units generally become payable when vesting is completed and typically vests over a period of 30 months (the requisite service period). These units generally have a variable payout (0%-100%) depending upon our financial performance and quality-of-service performance conditions. As the TELUS International (Cda) Inc. Common Shares are not currently a dividend-paying share, the grant-date fair value of performance share units equals the fair market value of the corresponding TELUS International (Cda) Inc. Common Shares at the grant date.

The following table presents a summary of the activity related to TELUS International (Cda) Inc. phantom performance share units.

	2020								2019

	Number of restricted share units								Number of restricted share units
Three and nine month periods ended September 30	Non- vested			Vested			Grant-date fair value		Non- vested			Vested			Grant-date fair value
Outstanding, beginning of period		297,459			—		$	31.30		382,299			—		$	25.24
Vested		(123,644	)		123,644		$	27.77		(175,296	)		175,296		$	21.90
Exercises		—			(123,644	)	$	27.77		—			(175,296	)	$	21.90
Forfeitures		(6,599	)		—		$	38.09		—			—			—

Outstanding, end of period		167,216			—		$	33.64		207,003			—		$	27.75

F-20

Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

9. Share-based compensation (Continued)

Phantom TELUS Corporation restricted share units.

Each restricted share unit is nominally equal in value to one TELUS Corporation Common Share and is nominally entitled to the dividends that would arise thereon if it were an issued and outstanding TELUS Corporation Common Share. The notional dividends are recorded as additional issuances of restricted share units during the life of the restricted share unit. Due to the notional dividend mechanism, the grant-date fair value of restricted share units equals the fair market value of the corresponding TELUS Corporation Common Shares at the grant date. The restricted share units generally become payable when vesting is completed and typically vests over a period of 30 months (the requisite service period). These restricted share units generally have a variable payout (0%-150%) depending upon our financial performance and non-market quality-of-service performance conditions.

On February 13, 2020, TELUS Corporation announced a subdivision of their Common Shares on a two-for-one basis to be effective March 17, 2020. Unless otherwise indicated, all references to TELUS Corporation restricted share units, to the number of shares authorized, to the number of shares outstanding, to the number of shares reserved and to the per share amounts and share-based compensation information in the condensed interim consolidated financial statements, have been retrospectively restated to reflect the impact of the subdivision.

The following table presents a summary of the activity related to TELUS Corporation restricted share units.

	2020								2019

	Phantom TELUS Corporation restricted share units								Phantom TELUS Corporation restricted share units
	Phantom TELUS Corporation restricted share units						Weighted average grant-date fair value		Phantom TELUS Corporation restricted share units						Weighted average grant-date fair value
Three-month period ended September 30 Canadian $ denominated	Non- vested			Vested			Weighted average grant-date fair value		Non- vested			Vested			Weighted average grant-date fair value
Outstanding, beginning of period		297,459			—		$	31.30		243,502			—		$	22.75
Vested		(105,192	)		105,192		$	23.78		(57,554	)		57,554		$	21.37
Exercises		—			(105,192	)	$	23.78		—			(57,554	)	$	21.37
Issued
In lieu of Dividends		3,027			—		$	23.85		1,458			—		$	21.38
Forfeited		(10,201	)		—		$	—		—			—			—

Outstanding, end of period		185,093			—		$	23.85		187,406			—		$	22.58

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Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

9. Share-based compensation (Continued)

	2020								2019

	Phantom TELUS Corporation restricted share units								Phantom TELUS Corporation restricted share units
	Phantom TELUS Corporation restricted share units						Weighted average grant-date fair value		Phantom TELUS Corporation restricted share units						Weighted average grant-date fair value
Nine-month period ended September 30 Canadian $ denominated	Non- vested			Vested			Weighted average grant-date fair value		Non- vested			Vested			Weighted average grant-date fair value
Outstanding, beginning of period		297,459			—		$	31.30		263,128			—		$	16.45
Vested		(105,192	)		105,192		$	23.78		(82,806	)		82,806		$	21.38
Exercises		—			(105,192	)	$	23.78		—			(82,806	)	$	21.38
Issued
In lieu of Dividends		3,027			—		$	23.85		7,084			—		$	21.37
Forfeited		(10,201	)		—		$	—		—			—			—

Outstanding, end of period		185,093			—		$	23.85		187,406			—		$	22.58

(b) Share option awards

We use equity share option awards (equity-settled) and phantom share option awards (cash-settled) as a form of retention and incentive compensation. Employees may receive equity share option awards to purchase TELUS International (Cda) Inc. Common Shares at a price equal to, or a multiple of, the fair market value at the time of grant. Share option awards may be exercised over specific periods not to exceed ten years from the time of grant, however the awards generally may not be exercised and settled (except as noted below) prior to the completion of an initial public offering, or other liquidity event, by TELUS International (Cda) Inc. We apply the fair value method of accounting for share-based compensation awards.

Equity share option awards generally have a three year vesting period (the requisite service period); equity share option awards granted in fiscal 2017 had a four-year vesting period and equity share options granted in fiscal 2018 and 2019 had a three year vesting period. The vesting method of equity share option awards, which is determined on or before the date of grant, is cliff-vesting. Some equity share option awards have a variable payout (0%-100%) depending upon our financial performance and non-market quality-of-service performance conditions.

Phantom share option awards are accounted for as liability instruments and the associated liability is 50% cash-settled and 50% share-settled. Phantom share option awards generally vest 30 months following award and reflect notional exercise prices equal to the fair market value at the date of grant, but are not exercisable until an IPO or liquidity event occurs except for cash-settled phantom options which are exercisable 50% on vesting 50% twelve months thereafter. Phantom share options reflect notional exercise prices equal to, or a multiple of, the fair market value at the date of grant and have a variable payout (0%-100%) depending upon our financial performance and non-market quality-of-service performance conditions. The weighted average fair value of share option awards granted are calculated by using the Black-Scholes model.

The risk-free interest rate used in determining the fair value of the share option awards is based on a Government of Canada yield curve that is current at the time of grant. The expected lives of the share option awards are based on management's best estimate of certain non-vesting conditions being achieved. Similarly, expected volatility considers the historical volatility in the observable prices of our peers' shares. The dividend yield is the annualized dividend current at the time of grant divided by the

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Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

9. Share-based compensation (Continued)

share option award exercise price. Dividends are not paid on unexercised share option awards and are not subject to vesting.

The following table presents a summary of the number of share option awards outstanding at the end of the period. There was no activity during the nine-month period ending September 30, 2020 and 2019.

	U.S.$ denominated						Canadian $ denominated

	Number of restricted share units						Number of restricted share units
	Non- vested		Vested		Grant-date fair value(1)		Non- vested		Vested		Grant-date fair value(2)
Outstanding, beginning and end of three and nine-month period ending September 30, 2019		858,735		—	$	29.83		—		53,832	$	21.36

Outstanding, beginning and end of three and nine-month period ending September 30, 2020		994,813		—	$	31.11		—		53,832	$	21.36

(1): For options outstanding at the end of the period, the exercise prices ranged from $15.94 to $40.25. The weighted-average remaining expected life was 6.7 years.
(2): For options outstanding at the end of the period, the exercise price is $21.36. The weighted-average remaining expected life was 5.7 years.

10. Restructuring and other costs

(a) Details of restructuring and other costs

With the objective of reducing ongoing costs, we incur associated incremental, non-recurring restructuring costs, as discussed further in (b) following. We may also incur atypical charges when undertaking major or transformational changes to our business or operating models. We also include incremental external costs incurred in connection with business acquisitions in other costs.

Restructuring and other costs are presented in the condensed interim consolidated statements of income and other comprehensive income as set out in the following table:

	Restructuring (b)				Other (c)				Total

Three-month period ended September 30 (millions)	2020		2019		2020		2019		2020		2019
Goods and services purchased	$	—	$	0.2	$	6.0	$	2.8	$	6.0	$	3.0
Employee benefits expense		1.5		0.1		—		—		1.5		0.1

	$	1.5	$	0.3	$	6.0	$	2.8	$	7.5	$	3.1

	Restructuring (b)				Other (c)				Total

Nine-month period ended September 30 (millions)	2020		2019		2020		2019		2020		2019
Goods and services purchased	$	—	$	0.7	$	30.5	$	3.2	$	30.5	$	3.9
Employee benefits expense		2.7		0.1		—		—		2.7		0.1

	$	2.7	$	0.8	$	30.5	$	3.2	$	33.2	$	4.0

F-23

Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

10. Restructuring and other costs (Continued)

(b) Employee-related

Employee-related restructuring costs include amounts in respect of restructuring activities. In 2020, restructuring activities included ongoing and incremental efficiency initiatives. These initiatives were intended to improve our long-term operating productivity and competitiveness.

(c) Other

Business acquisition and integration expenditures that would have been considered neither restructuring costs nor part of the fair value of the net assets acquired have been included here.

During the three- and nine-month periods ended September 30, 2020, incremental external costs were incurred in connection with the acquisition of Competence Call Center (see Note 12(b)).

11. Property, plant and equipment

																	Right-of- use lease assets (Note 13)

		Owned assets
		Network assets			Buildings and leasehold improvements			Furniture and equipment			Assets under construction
(millions)	Note	Network assets			Buildings and leasehold improvements			Furniture and equipment			Assets under construction			Total			Buildings			Total
At cost
As at January 1, 2020		$	32.3		$	77.8		$	155.2		$	11.2		$	276.5		$	202.5		$	479.0
Additions			0.4			2.1			9.0			29.8			41.3			27.3			68.6
Additions arising from business acquisitions	12(b)		6.2			9.4			23.8			1.9			41.3			32.6			73.9
Dispositions, retirements and other			(1.2	)		(1.6	)		(8.4	)		(2.4	)		(13.6	)		(4.8	)		(18.4	)
Assets under construction put into service			3.7			7.1			16.5			(27.3	)		—			—			—
Foreign currency translation adjustments			1.4			1.8			2.7			0.3			6.2			4.3			10.5

As at September 30, 2020		$	42.8		$	96.6		$	198.8		$	13.5		$	351.7		$	261.9		$	613.6



Accumulated depreciation
As at January 1, 2020		$	16.2		$	27.8		$	99.5		$	—		$	143.5		$	34.5		$	178.0
Depreciation			5.1			8.7			23.6			—			37.4			35.2			72.6
Dispositions, retirements and other			(0.1	)		(1.8	)		(3.8	)		—			(5.7	)		(0.2	)		(5.9	)
Foreign currency translation adjustments			0.2			0.5			1.1			—			1.8			0.4			2.2

As at September 30, 2020		$	21.4		$	35.2		$	120.4		$	—		$	177.0		$	69.9		$	246.9



Net book value
As at December 31, 2019		$	16.1		$	50.0		$	55.7		$	11.2		$	133.0		$	168.0		$	301.0



As at September 30, 2020		$	21.4		$	61.4		$	78.4		$	13.5		$	174.7		$	192.0		$	366.7

F-24

Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

12. Intangible assets and goodwill

(a) Intangible assets and goodwill, net

		Intangible assets subject to amortization

(millions)	Note	Customer relationships		Software			Assets under construction			Brand		Standard Operating Procedures and Other		Total intangible assets			Goodwill		Total intangible assets and goodwill
At cost
As at January 1, 2020		$	108.0	$	33.2		$	3.7		$	—	$	—	$	144.9		$	418.4	$	563.3
Additions			—		2.3			5.4			—		0.1		7.8			—		7.8
Additions arising from business acquisitions	12(b)		534.4		0.8			—			25.3		10.2		570.7			552.4		1,123.1
Assets under construction put into service			—		4.1			(4.1	)		—		—		—			—		—
Foreign currency translation adjustments			30.0		5.5			3.2			1.5		0.3		40.5			33.1		73.6

As at September 30, 2020		$	672.4	$	45.9		$	8.2		$	26.8	$	10.6	$	763.9		$	1,003.9	$	1,767.8



Accumulated amortization
As at January 1, 2020		$	31.5	$	23.7		$	—		$	—	$	—	$	55.2		$	—	$	55.2
Amortization			47.3		6.1			—			4.9		1.4		59.7			—		59.7
Dispositions, retirements, and other			—		(0.2	)		—			—		—		(0.2	)		—		(0.2	)
Foreign currency translation adjustments			2.4					—			0.1		0.1		2.6			—		2.6

As at September 30, 2020		$	81.2	$	29.6		$	—		$	5.0	$	1.5	$	117.3		$	—	$	117.3



Net book value
As at December 31, 2019		$	76.5	$	9.5		$	3.7		$	—	$	—	$	89.7		$	418.4	$	508.1



As at September 30, 2020		$	591.2	$	16.3		$	8.2		$	21.8	$	9.1	$	646.6		$	1,003.9	$	1,650.5

(b) Business acquisition

Competence Call Center

On January 31, 2020, we acquired 100% of Competence Call Center, a provider of higher-value-added business services with a focus on customer relationship management and content moderation. The investment was made with a view to growing and enhancing our service offerings and strategic relationships and building a strong presence in the Europe, Middle East, and Africa (EMEA) regions.

The primary factor that contributed to the recognition of goodwill was the earnings capacity of the acquired business in excess of the net tangible and intangible assets acquired (such excess arising from the acquired workforce and the benefits of acquiring an established business). The amount assigned to goodwill is not expected to be deductible for income tax purposes.

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Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

12. Intangible assets and goodwill (Continued)

Acquisition-date fair values

Acquisition-date fair values assigned to the assets acquired and liabilities assumed are set out in the following table. We have not finalized our determination of the tax position of Competence Call Center, and thus the deferred taxed liability and income taxes payable are subject to change.

As at acquisition-date fair values (millions $USD)	Competence Call Center

Assets
Current assets
Cash	$	67.9
Accounts receivable⁽¹⁾		48.7
Other		1.4

		118.0

Non-current assets
Property, plant and equipment
Owned assets		15.9
Right-of-use lease assets		32.6
Intangible assets subject to amortization⁽²⁾		569.9
Other		1.7

		620.1

Total identifiable assets acquired		738.1

Liabilities
Current liabilities
Accounts payable and accrued liabilities		32.0
Income and other taxes payable		49.4
Current maturities of long-term debt		8.1

		89.5

Non-current liabilities
Long-term debt		163.4
Deferred income taxes		164.6

		328.0

Total liabilities assumed		417.5

Net identifiable assets acquired		320.6
Goodwill		552.4

Net assets acquired	$	873.0



Acquisition affected by way of:
Cash consideration	$	873.0

	$	873.0

(1): The fair value of accounts receivable is equal to the gross contractual amounts receivable and reflects the best estimates at the acquisition dates of the contractual cash flows expected to be collected.
(2): Customer relationships are generally expected to be amortized over periods of 10 years; standard operating procedures are expected to be amortized over periods of 5 years; brands are expected to be amortized over periods of 3 years, and software is expected to be amortized over periods of 3 to 5 years.

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Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

12. Intangible assets and goodwill (Continued)

Pro forma disclosures

The following pro forma supplemental information represents certain results of operations as if the business acquisition noted above had been completed at the beginning of the fiscal 2020 year.

	Three months				Nine months

Period ended September 30, 2020 (millions except per share amounts)	As reported⁽¹⁾		Pro forma⁽²⁾		As reported⁽¹⁾		Pro forma⁽²⁾
Operating revenues	$	426.6	$	426.6	$	1,139.3	$	1,172.0

Net income	$	27.6	$	27.6	$	81.9	$	80.2

Net income per Common Share
Basic	$	0.54	$	0.54	$	1.66	$	1.60

Diluted	$	0.54	$	0.54	$	1.65	$	1.59

(1): Operating revenues and net income for the three-month period ended September 30, 2020, include: $113.9 million and $27.2 million, respectively, in respect of Competence Call Center.

Operating revenues and net income for the nine-month period ended September 30, 2020, include: $278.0 million and $61.5 million, respectively, in respect of Competence Call Center.
(2): Pro forma amounts for the three- and nine-month periods ended September 30, 2020, reflect the acquired business. The results of the acquired business have been included in our condensed interim consolidated statements of income and other comprehensive income effective the date of acquisition.

The pro forma supplemental information is based on estimates and assumptions that are believed to be reasonable. The pro forma supplemental information is not necessarily indicative of our consolidated financial results in future periods or the actual results that would have been realized had the business acquisitions been completed at the beginning of the periods presented. The pro forma supplemental information includes incremental intangible asset amortization, financing and other charges as a result of the acquisitions, net of the related tax effects.

Managed IT Services

On April 1, 2020, we acquired the Managed IT Services (MITS) business from our parent, TELUS Corporation, for equity consideration of 785,660 Class C Common Shares, with a fair value of $48.8 million (see Note 18(a)). MITS is a leading provider of managed IT services in Canada, offering a mix of cloud technologies, IT sourcing and managed hosting. TELUS International acquired the MITS assets with a view of enhancing its Digital services portfolio, which continues to be a growing service offering in the marketplace.

This transaction was accounted for as a common control transaction using the predecessor accounting method prospectively applied wherein no assets or liabilities acquired are restated to their fair values and the results of operations include the transferred businesses' results only from the date of our acquisition of them. As no assets and liabilities acquired were restated to their fair values, the excess of the fair value of the consideration paid by TELUS International (Cda) Inc. over the carrying values of the assets and liabilities received has been charged to retained earnings. The carrying value of

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Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

12. Intangible assets and goodwill (Continued)

the transferred businesses' assets and liabilities reconciled to the consideration paid is set out in the following table:

(millions)	Note

Assets				Liabilities
Current assets				Current liabilities
Accounts receivable		$	2.4	Accounts payable and accrued liabilities	$	1.1
Prepaid expenses			2.9	Advance billings and customer deposits		0.8

			5.3			1.9

Non-current assets				Non-current liabilities
Property, plant and equipment, net	11		25.4	Other long-term liabilities		0.7
Intangible assets, net	12		0.8
Deferred income taxes	7(b)		1.3
Other assets			2.2

			29.7			0.7

Total assets		$	35.0	Total liabilities		2.6

				Net assets transferred in
				Consideration for transfer in of businesses		48.8
				Excess of fair value of consideration paid over the carrying values of businesses acquired		(16.4	)

						32.4

					$	35.0

Pro forma disclosures

The following pro forma supplemental information represents certain results of operations as if the common control transactions noted above had been completed at the beginning of the fiscal 2020 year.

	Three months				Nine months

Period ended September 30, 2020 (millions except per share amounts)	As reported⁽¹⁾		Pro forma⁽²⁾		As reported⁽¹⁾		Pro forma⁽²⁾
Operating revenues	$	426.6	$	426.6	$	1,139.3	$	1,172.7

Net income	$	27.6	$	27.6	$	81.9	$	85.2

Net income per Common Share
Basic	$	0.54	$	0.54	$	1.66	$	1.73

Diluted	$	0.54	$	0.54	$	1.65	$	1.72

(1): Operating revenues and net income for the three-month period ended September 30, 2020, include: $25.6 million and $(0.3) million, respectively, in respect of MITS.

Operating revenues and net income for the nine-month period ended September 30, 2020, include: $50.3 million and $1.4 million, respectively, in respect of MITS.
(2): Pro forma amounts for the three- and nine-month periods ended September 30, 2020, reflect the transferred business. The results of the transferred business have been included in our Consolidated statements of income and other comprehensive income effective the date of acquisition.

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Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

12. Intangible assets and goodwill (Continued)

Subsequent Event—Acquisition of Lionbridge AI

On December 31, 2020, we acquired Lionbridge AI, the data annotation business of Lionbridge Technologies, Inc., pursuant to the terms of a stock purchase agreement we entered into with an indirect holding company of Lionbridge Technologies, Inc. to acquire LBT Intermediate Holdings, Inc., which holds Lionbridge AI, for cash consideration of $939.0 million, subject to post-closing adjustments. Lionbridge AI is a market-leading global provider of crowd-based training data and annotation platform solutions used in the development of artificial intelligence (AI) algorithms to power machine learning. TELUS International is acquiring Lionbridge AI to further enhance its digital solutions offerings.

13. Leases

We have the right-of-use buildings under leases. We use these real estate leases for office purposes.

Judgments about lease terms are determinative of the measurement of right-of-use lease assets and their associated lease liabilities. Our judgment of lease terms for leased real estate includes periods covered by options to extend the lease terms, as we are reasonably certain to extend such leases.

Maturity analyses of lease liabilities are set out in Note 4(b) and Note 15(d); the period interest expense in respect thereof is set out in Note 6. The additions to, the depreciation charges for, and the carrying amount of, right-of-use lease assets are set out in Note 11. The payments are set out in Note 19(b). We do not currently have any low-value or short-term leases, however, should they arise we would not elect the practical expedient excluding these leases from lease accounting. The weighted average interest rate on lease liabilities was approximately 6.7% as at September 30, 2020.

14. Provisions

(millions)		Employee related			Written put options			Other			Total

As at January 1, 2020		$	13.5		$	147.0		$	10.3		$	170.8
Additions			5.9			—			33.0			38.9
Use			(0.6	)		(75.6	)		(32.4	)		(108.6	)
Reversal			—			(73.3	)		(10.3	)		(83.6	)
Interest effect	6		—			1.9			—			1.9
Foreign currency translation adjustments			(0.1	)		—			—			(0.1	)

As at September 30, 2020		$	18.7		$	—		$	0.6		$	19.3

Current			—			—			0.6			0.6
Non-current			18.7			—			—			18.7

As at September 30, 2020		$	18.7		$	—		$	0.6		$	19.3

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TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

14. Provisions (Continued)

Employee-related

The employee-related provisions are largely in respect of statutory obligations in respect of staff departures and retirements. The timing of the cash outflows in respect of the balance accrued as at the financial statement date will occur over an indeterminate period.

Written put options

In connection with the Xavient Digital LLC business acquisition we established a provision for written put option in respect of non-controlling interests. On April 30, 2020, we exercised our option to acquire the remaining non-controlling interest in Xavient Digital LLC for cash consideration of $75.0 million, of which $20.0 million was paid on December 31, 2020 and $5.0 million remains in escrow. This resulted in a $73.3 million reversal of the established provision, which is recorded in Changes in business combination-related provisions in the interim consolidated statements of income and other comprehensive income for the nine-month period ended September 30, 2020.

Other

Other includes provisions for legal claims and non-employee-related restructuring activities. We received $10.0 million cash from an escrow account created in connection with the Xavient Digital LLC acquisition to be held in trust and disbursed to fund expenses incurred in connection with a claim made inter alia against Xavient Digital LLC. As there was material uncertainty surrounding the conclusion of this claim, a provision was established for the $10.0 million received in trust. During the nine months ended September 30, 2020, the claim was settled (see Note 17) and as such, the related provision was reclassified to accounts Payables and accrued Liabilities in the condensed interim consolidated statement of financial position.

15. Long-term debt

(a) Details of long-term debt

As at (millions)	Note	September 30, 2020			December 31, 2019

Credit facility	(b)	$	936.5		$	335.5

Deferred debt transaction costs			(7.8	)		(3.7	)

			928.7			331.8
Lease liabilities	(c)		218.7			188.7

Long-term debt	(d)	$	1,147.4		$	520.5



Current		$	77.0			42.8
Non-current			1,070.4			477.7

Long-term debt		$	1,147.4		$	520.5

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TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

15. Long-term debt (Continued)

(b) Credit facility

	September 30, 2020						December 31, 2019

As at (millions)	Revolving component⁽¹⁾		Term loan component⁽²⁾		Total		Revolving component⁽¹⁾		Term loan component⁽²⁾		Total
Available	$	248.5	$	N/A	$	248.5	$	121.0	$	N/A	$	121.0
Outstanding
Due to TELUS Corporation	$	43.9		73.1		117.0		—		—		—
Due to Other		307.6		511.9		819.5		229.0		106.5		335.5

Total	$	600.0	$	585.0	$	1,185.0	$	350.0	$	106.5	$	456.5

(1): Revolving component available is gross of swingline draw of $11.0
(2): We have entered into a receive-floating interest rate, pay-fixed interest rate exchange agreement that effectively converts our interest obligations on the debt to a fixed rate of 2.64% plus applicable margins.

As at September 30, 2020 and December 31, 2019, we had a $936.5 million and $335.5 million, respectively, bank credit facility outstanding with a weighted average interest rate of 2.40% as at September 30, 2020 and 3.25% as at December 31, 2019. The credit facility, secured by our assets, with a syndicate of financial institutions (as 87.5% lender) and joined in 2020 by TELUS Corporation (as 12.5% lender), expires on January 28, 2025. The incremental increase in the credit facility is in connection with the acquisition of Competence Call Center (see Note 12(b)) and is non-recourse to TELUS Corporation.

The credit facility bears interest at prime rate, U.S. dollar Base Rate, a bankers' acceptance rate or London interbank offered rate (LIBOR) (all such terms as used or defined in the credit facility), plus applicable margins. The credit facility contains customary representations, warranties and covenants, including two financial quarter-end financial ratio tests. TELUS International (Cda) Inc.'s quarter-end net debt to EBITDA ratio must not exceed: 4.75:1.00 during fiscal 2020; 4.25:1.00 during fiscal 2021; and 3.50:1.00 subsequently. The quarter-end operating cash flow to debt service (interest and scheduled principal repayment) ratio must not be less than 1.50:1.00, all as defined in the credit facility. As at September 30, 2020, we were in compliance with all financial covenants, financial ratios and all of the terms and conditions of our long-term debt agreements. The term loan is subject to an amortization schedule which requires that 5% of the principal advanced be repaid each year of the term of the agreement, with the balance due at maturity.

As at September 30, 2020 and December 31, 2019, we had liquidity of $248.5 million and $121.0 million, respectively, available under the revolving component of our credit facility, and $3.1 million and $2.2 million, respectively, available under local credit facilities in our subsidiaries.

Subsequent Event—Acquisition of Lionbridge AI

In connection with the acquisition of Lionbridge AI on December 31, 2020, as discussed further in Note 12(b), we financed the acquisition partly with borrowings of $709.0 million under our credit agreement, of which $265.0 million was drawn on the term loan facilities, and the remainder on the revolving facilities. Concurrently, the credit facility was amended and expanded with TELUS' share of the credit facility decreasing to 8.8% at an aggregate level based on the total size of the credit facility.

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TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

15. Long-term debt (Continued)

Additionally, the quarter-end net debt to EBITDA ratios have been updated to not exceed: 5.25:1.00 during fiscal 2021; 4.50:1:00 during fiscal 2022; and 3.75:1:00 subsequently. The quarter-end operating cash flow to debt service ratio did not change.

(c) Leases

Leases are subject to amortization schedules, which results in the principal being repaid over various periods, including reasonably expected renewals.

(d) Long-term debt maturities

Anticipated requirements to meet long-term debt repayments, calculated upon such long-term debts owing as at September 30, 2020, are as follows:

	U.S dollars						European euros		Other currencies

	Long-term debt, excluding leases						European euros		Other currencies
Composite long-term debt denominated in (in millions)	Long-term debt, excluding leases		Leases		Total		Leases		Leases		Total

2020 (remainder of year)	$	7.5	$	3.9	$	11.4	$	3.0	$	5.9	$	20.3
2021		30.0		14.9		44.9		12.2		21.4		78.5
2022		30.0		14.4		44.4		10.6		15.4		70.4
2023		30.0		13.1		43.1		7.4		15.0		65.5
2024		30.0		5.5		35.5		5.5		12.2		53.2
2025		809.0		4.2		813.2		3.4		7.0		823.6
2026-2029		—		6.2		6.2		9.2		15.3		30.7
Thereafter		—		—		—		13.0		—		13.0

Future cash outflows in respect of composite long-term debt principal repayments		936.5		62.2		998.7		64.3		92.2		1,155.2
Future cash outflows in respect of associated interest and like carrying costs(1)		115.5		13.7		129.2		13.5		21.2		163.9

Undiscounted contractual maturities (Note 4(b))	$	1,052.0	$	75.9	$	1,127.9	$	77.8	$	113.4	$	1,319.1

(1): Future cash outflows in respect of associated interest and like carrying costs for amounts drawn under our credit facilities (if any) have been calculated based upon the rates in effect at September 30, 2020

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TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

16. Share capital

(a) Authorized share capital

Our authorized share capital is as follows:

	Authorized		Issued

As at	September 30, 2020	December 31, 2019	September 30, 2020		December 31, 2019
Preferred Shares
Convertible Redeemable Preferred A Shares	unlimited	unlimited		unlimited		unlimited
Convertible Redeemable Preferred B Shares	unlimited	unlimited		unlimited		unlimited
Common Shares
Class A	unlimited	unlimited		31,304,419		26,836,110
Class B	unlimited	unlimited		16,282,910		14,500,290
Class C	unlimited	unlimited		928,660		93,000
Class D	unlimited	unlimited		722,021		722,021
Class E	unlimited	unlimited		1,449,004		—

As at September 30, 2020 and December 31, 2019, there were 836,033 and 373, respectively, Class C Common Shares, owned by TELUS Communications, reserved for issuance for the share option plan (See Note 9(b)).

On January 29, 2020, concurrent with the acquisition of Competence Call Center (Note 12(b)), we issued 3,260,580 Class A Common Shares and 50,000 Class C Common Shares to our controlling shareholder for $126.1 million and 1,782,620 Class B Common Shares to a non-controlling shareholder, Baring Private Equity Asia, for $67.9 million. The proceeds from these share issuances were used to finance the Competence Call Center business acquisition (Note 12(b)). In addition, on January 31, 2020 we issued 1,449,004 Class E Common Shares to new shareholders for proceeds of $90.0 million. The per share value paid in connection with the issuances of Class A, B, and C Common Shares to our controlling shareholder and Baring Private Equity Asia in connection with the Competence Call Center business acquisition of $38.09 per share was less than the per share value of $62.10 per share paid by the new shareholders of Class E Common Shares.

The issuance of Class A, B and C Common Shares to our controlling shareholder and Baring Private Equity Asia at a per share price that was lower than was paid by the new shareholders of Class E Common Shares resulted in dilution to the Company's other shareholders whom collectively own approximately 4% of the Company's outstanding Common Shares. The price per share for the Class A, B and C Common Shares issued to our controlling shareholder and Baring Private Equity Asia was based on an estimate of fair market value as of September 30, 2019 and was lower than what was paid by the new shareholders of Class E Common Shares. The price per Class E Common Share paid by the new shareholders was based on arm's length contractual negotiations. The price per share for the Class A, B and C Common Shares did not compensate our controlling shareholder or Baring Private Equity Asia for identifying Competence Call Center as an acquisition target, providing a source of financing for the Competence Call Center acquisition or for any consulting or other service. The issuances of Class A, B, and C Common Shares to our controlling shareholder and Baring Private Equity Asia and the Class E Common Shares to the new shareholders have been recognized in our

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Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

16. Share capital (Continued)

consolidated financial statements at their exchange value representing the amounts received in cash for such classes of Common Shares in connection with the CCC acquisition.

Class E Common Shares are non-voting shares and are subordinated to the Convertible Redeemable Preferred A and B Shares in respect of dividends. Class E Common Shares rank pari passu with the Class A, B, C and D Common Shares in respect of dividends and they are also entitled to rank on par with the Class A, B, C and D Common Shares on a liquidate or dissolution of the Company.

On April 1, 2020, we issued 785,660 Class C Common Shares for proceeds of $48.8 million to our controlling shareholder as consideration for a common control transaction (Note 18(a)). We also issued 1,207,729 Class A Common Shares to our controlling shareholder for proceeds of $75.0 million to finance the buyout of non-controlling interest in Xavient Digital as of April 30, 2020. Concurrently, we provided Baring Private Equity Asia with an option to purchase up to 1,070,253 Class B Common Shares at an exercise price of $62.10 per share. This option was settled on October 19, 2020 for aggregate consideration of $66.5 million.

Subsequent Event—Acquisition of Lionbridge AI

On December 29, 2020, concurrent with the acquisition of Lionbridge AI (Note 12(b)), we issued 1,678,242 Class A common shares to our controlling shareholder for $149.6 million and 901,101 Class B Common Shares to for $80.4 million. The per share value paid in connection with the issuances of Class A and B Common Shares to our controlling shareholder and Baring Private Equity Asia, respectively, in connection with the Lionbridge AI acquisition was $89.17 per share based on an estimate of fair market value as of September 30, 2020. The price per share for the Class A and B Common Shares did not compensate our controlling shareholder or Baring for identifying Lionbridge AI as an acquisition target, providing a source of financing for the acquisition or for any consulting or other service.

(b) Per share amounts

Basic net income per Common Share is calculated by dividing net income attributable to Common Shares by the total weighted average number of Common Shares outstanding during the period. Diluted net income per Common Share is calculated to give effect to share option awards and restricted share units.

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TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

16. Share capital (Continued)

The following table presents reconciliations of the denominators of the basic and diluted per share computations. Net income was equal to diluted net income for all periods presented.

Three-month periods ended September 30

Basic total weighted average number of Common Shares outstanding	50,687,014	42,151,421
Effect of dilutive securities
Share option awards	351,724	102,073

Diluted total weighted average number of Common Shares outstanding	51,038,738	42,253,494

Nine-month periods ended September 30

Basic total weighted average number of Common Shares outstanding	49,279,664	42,151,421
Effect of dilutive securities
Share option awards	311,538	114,608

Diluted total weighted average number of Common Shares outstanding	49,591,202	42,266,029

17. Contingent liabilities

(a) Indemnification obligations

In the normal course of operations, we provide indemnification in conjunction with certain transactions. The terms of these indemnification obligations range in duration. These indemnifications would require us to compensate the indemnified parties for costs incurred as a result of failure to comply with contractual obligations or litigation claims or statutory sanctions or damages that may be suffered by an indemnified party. In some cases, there is no maximum limit on these indemnification obligations. The overall maximum amount of an indemnification obligation will depend on future events and conditions and therefore cannot be reasonably estimated. Where appropriate, an indemnification obligation is recorded as a liability. Other than obligations recorded as liabilities at the time of such transactions, historically we have not made significant payments under these indemnifications.

As at September 30, 2020 and December 31, 2019, we had no liability recorded in respect of indemnification obligations.

(b) Claims and lawsuits

On December 12, 2018, a claim was filed against Xavient Digital LLC and the prior owners of Xavient by a former customer of Xavient. Defendants counter claimed against plaintiffs. During the nine months ended September 30, 2020, the parties reached a mutual agreement to resolve all claims in exchange for a payment to plaintiff in the amount of $3.0 million. The settlement payment and all costs and attorneys' fees related to the litigation are protected by indemnity and funds released from escrow and in the custody of TELUS International (see Note 14). In addition, all outstanding invoices for fees and costs related to the litigation were accounted for and paid out of the escrow account.

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TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

18. Related party transactions

(a) Transactions with TELUS Corporation

General

TELUS Corporation produces consolidated financial statements available for public use and is the ultimate parent and controlling party of TELUS International (Cda) Inc.

Recurring transactions

TELUS Corporation and its subsidiaries receive customer care, integrated business process outsourcing and information technology outsourcing services from us, and provide services (including people, network, finance, communications and regulatory) to us.

Certain number of our employees also participate in TELUS Corporation share-based compensation plans. TELUS Corporation charges these amounts to us at cost, net of hedging effects where applicable.

We also participate in defined benefit pension plans that share risks between TELUS Corporation and its subsidiaries.

	2020									2019

Three-month periods ended September 30 (millions)	TELUS Corporation (parent)			Subsidiaries of TELUS Corporation			Total			TELUS Corporation (parent)			Subsidiaries of TELUS Corporation			Total
Transactions with TELUS Corporation and subsidiaries
Revenues from services provided to	$	—		$	80.6		$	80.6		$	—		$	72.6		$	72.6
Goods and services purchased (from)		—			(12.8	)		(12.8	)		—			(1.2	)		(1.2	)

		—			67.8			67.8			—			71.4			71.4
Receipts from related parties		—			(72.9	)		(72.9	)		—			(67.0	)		(67.0	)
Payments to related parties		6.0			—			6.0			—			—			—
Payments made by related parties on our behalf		(4.1	)		15.6			11.5			(4.6	)		(0.7	)		(5.3	)
Foreign currency adjustments		—			(1.9	)		(1.9	)		—			—			—

Change in balance		1.9			8.6			10.5			(4.6	)		3.7			(0.9	)
Accounts with TELUS Corporation and subsidiaries
Balance, beginning of period		(0.1	)		(9.2	)		(9.3	)		(5.9	)		(1.4	)		(7.3	)

Balance, end of period	$	1.8		$	(0.6	)	$	1.2		$	(10.5	)	$	2.3		$	(8.2	)

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TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

18. Related party transactions (Continued)

	2020									2019

Nine-month periods ended September 30 (millions)	TELUS Corporation (parent)			Subsidiaries of TELUS Corporation			Total			TELUS Corporation (parent)			Subsidiaries of TELUS Corporation			Total
Transactions with TELUS Corporation and subsidiaries
Revenues from services provided to	$	—		$	227.8		$	227.8		$	—		$	192.5		$	192.5
Goods and services purchased (from)		—			(23.4	)		(23.4	)		—			(3.7	)		(3.7	)

		—			204.4			204.4			—			188.8			188.8
Receipts from related parties		(0.2	)		(203.6	)		(203.8	)		(0.2	)		(178.3	)		(178.5	)
Payments to related parties		6.0			—			6.0			1.5			—			1.5
Payments made by related parties on our behalf		(7.0	)		(0.6	)		(7.6	)		(13.7	)		(7.4	)		(21.1	)
Foreign currency adjustments		—			(2.0	)		(2.0	)		—			—			—

Change in balance		(1.2	)		(1.8	)		(3.0	)		(12.4	)		3.1			(9.3	)
Accounts with TELUS Corporation and subsidiaries
Balance, beginning of period		3.0			1.2			4.2			1.9			(0.8	)		1.1

Balance, end of period	$	1.8		$	(0.6	)	$	1.2		$	(10.5	)	$	2.3		$	(8.2	)



Accounts with TELUS Corporation and subsidiaries
Due from	$	1.8		$	31.5		$	33.3		$	2.8		$	27.0		$	29.8
Due to		—			(32.1	)		(32.1	)		(13.3	)		(24.7	)		(38.0	)

	$	1.8		$	(0.6	)	$	1.2		$	(10.5	)	$	2.3		$	(8.2	)

In the condensed interim consolidated statement of financial position, amounts due from affiliates and amounts due to affiliates are generally due 30 days from billing and are cash-settled on a gross basis.

Other transactions

On January 29, 2020, concurrent with the acquisition of Competence Call Center (Note 12(b)), we issued 3,260,580 Class A Common Shares and 50,000 Class C Common Share to TELUS Corporation for cash proceeds of $126.1 million (Note 16(a)). The proceeds from these share issuances were used to finance the acquisition of Competence Call Center (see Note 12(b)).

Effective January 31, 2020, TELUS Corporation participates as a lender in the credit facility syndicate (see Note 15(b)) with a balance of $117.0 million outstanding as at September 30, 2020. As such, TELUS was the beneficiary of 12.5% of any interest payments February 1, 2020 to September 30, 2020. For the three and nine months ended September 30, 2020, such amounts totaled $1.1 million and $3.2 million.

On April 1, 2020, TELUS International acquired the MITS business from its parent, TELUS Corporation, for equity consideration of 785,660 Class C Common Shares, with a fair value of $48.8 million.

MITS is a leading provider of managed IT services in Canada, offering a mix of cloud technologies, IT sourcing and managed hosting. TELUS International acquired the MITS assets with a view to enhancing its Digital services portfolio, which continues to be a growing portfolio in the marketplace. (see Note 12(b)).

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Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

18. Related party transactions (Continued)

We issued 1,207,729 Class A Common Shares for proceeds of $75.0 million to finance the buyout of the remaining non-controlling interest in Xavient Digital as of April 30, 2020.

Subsequent Event—Acquisition of Lionbridge AI

On December 29, 2020, concurrent with the acquisition of Lionbridge AI (Note 12(b)), we issued 1,678,242 Class A common shares to TELUS for $149.6 million (Note 16(a)). The proceeds from these share issuances were used to finance the acquisition.

(b) Transactions with Baring Private Equity Asia

General

Baring Private Equity Asia exercises significant influence on TELUS International (Cda) Inc.

Recurring transactions

As at September 30, 2020, and during the three- and nine-month periods ended September 30, 2020, there were no balances due to or due from, or recurring transactions with, Baring Private Equity Asia.

Non-recurring transaction

On January 29, 2020, concurrent with the acquisition of Competence Call Center (Note 12(b)), we issued 1,782,620 Class B Common Shares to a non-controlling shareholder, Baring Private Equity Asia, for cash proceeds of $67.9 million (Note 16(a)). The proceeds from these share issuances were used to finance the acquisition (see Note 12(b)).

Concurrent with the shares issued to TELUS in conjunction with the common control acquisition and to fund the acquisition of the remaining non-controlling interest of Xavient Digital LLC, we provided Baring Private Equity Asia with an option to purchase up to 1,070,253 Class B Common Shares at an exercise price of $62.10 per share. They elected to exercise this option on September 29, 2020.

Subsequent Event—Acquisition of Lionbridge AI

On December 29, 2020, concurrent with the acquisition of Lionbridge AI (Note 12(b)), we issued 901,101 Class B common shares to Baring, for cash proceeds of $80.4 million (Note 16(a)). The proceeds from these share issuances were used to finance the acquisition.

19. Additional financial information

(a) Statements of income and other comprehensive income

For the three- and nine-month periods ended September 30, 2020, we had two customers, including TELUS Corporation, who each accounted for more than 10% of our operating revenues in each of those periods (2019—two). TELUS Corporation was our largest customer for each of the three and nine month periods ended September 30, 2020, representing 18.9% and 20.0% of our service revenue, respectively (2019—27.4%; 25.8%). Our second largest customer accounted for 17.1% and

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Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

19. Additional financial information (Continued)

15.5% of our service revenue in the three- and- nine-month periods ended September 30, 2020 (2019—11.8%, 12.5%).

(b) Statements of financial position

As at (millions)	Note	September 30, 2020			December 31, 2019

Accounts receivable
Customer accounts receivable	4(a)	$	174.1		$	109.8
Accrued receivables—customer			106.8			57.0
Allowance for doubtful accounts	4(a)		(6.1	)		(1.8	)

			274.8			165.0
Accrued receivables—current			17.6			11.6

		$	292.4		$	176.6



Other long-term assets
Accrued receivables—non-current		$	32.9		$	25.8
Deferred expenses			2.1			1.0

		$	35.0		$	26.8



Accounts payable and accrued liabilities
Accrued liabilities		$	96.0		$	34.7
Payroll and other employee-related liabilities			112.5			58.3
Restricted stock units liability			14.4			9.5

			222.9			102.5
Trade accounts payable			20.7			20.3
Other			64.9			29.4

		$	308.5		$	152.2

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Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

19. Additional financial information (Continued)

(c) Statements of cash flows—operating activities and investing activities

		Three months						Nine months

Periods ended September 30 (millions)	Note	2020			2019			2020			2019
Net change in non-cash operating working capital
Accounts receivable		$	(32.8	)	$	(14.2	)	$	(64.7	)	$	(57.5	)
Due to and from affiliated companies, net			(10.5	)		0.9			3.0			9.3
Prepaid expenses			1.1			1.2			4.2			(2.4	)
Other long-term assets			(0.8	)		2.8			(4.3	)		(2.1	)
Accounts payable and accrued liabilities			55.5			13.2			106.3			24.7
Income and other taxes receivable and payable, net			2.2			—			2.2			(0.3	)
Advance billings and customer deposits			0.3			4.4			(1.6	)		(4.6	)
Provisions			(11.0	)		0.9			(30.0	)		7.0
Other long-term liabilities			(2.0	)		—			(2.4	)		0.3

		$	2.0		$	9.2		$	12.7		$	(25.6	)

Cash payments for capital assets
Capital asset additions
Capital expenditures
Property, plant and equipment	11	$	(17.2	)	$	(11.4	)	$	(68.6	)	$	(94.5	)
Intangible assets	12(a)		(3.2	)		(2.7	)		(7.8	)		(4.8	)

			(20.4	)		(14.1	)		(76.4	)		(99.3	)
Additions arising from leases			(0.1	)		1.3			27.3			51.7
Additions arising from non-monetary transactions			—			1.0			—			1.0

			(20.5	)		(11.8	)		(49.1	)		(46.6	)
Change in associated non-cash investing working capital			0.8			(6.7	)		11.2			10.4

		$	(19.7	)	$	(18.5	)	$	(37.9	)	$	(36.2	)

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Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

19. Additional financial information (Continued)

(d) Changes in liabilities arising from financing activities

				Statements of cash flows					Non-cash changes

(millions)	Beginning of Period			Issued or received		Redemptions, repayments or payments			Foreign exchange movement		Other		End of period
Three-month period ended September 30, 2019
Long-term debt
TELUS International (Cda) Inc. credit facility	$	306.5		$	—	$	(1.5	)	$	—	$	—	$	305.0
Lease liabilities		190.9			—		(12.6	)		—		1.2		179.5
Deferred debt transaction costs		(4.3	)		—		—			—		0.3		(4.0	)

	$	493.1		$	—	$	(14.1	)	$	—	$	1.5	$	480.5



Short-term borrowings	$	—		$	0.6	$	—		$	—	$	—	$	0.6

Three-month period September 30, 2020
Long-term debt
TELUS International (Cda) Inc. credit facility	$	988.0		$	—	$	(51.5	)	$	—	$	—	$	936.5
Lease liabilities		226.4			—		(15.3	)		3.6		4.0		218.7
Deferred debt transaction costs		(8.1	)		—		—			—		0.3		(7.8	)

	$	1,206.3		$	—	$	(66.8	)	$	3.6	$	4.3	$	1,147.4



Short-term borrowings	$	—		$	11.1	$	—		$	—	$	—	$	11.1

				Statements of cash flows					Non-cash changes

(millions)	Beginning of Period			Issued or received		Redemptions, repayments or payments			Foreign exchange movement		Other			End of period
Nine-month period ended September 30, 2019
Long-term debt
TELUS International (Cda) Inc. credit facility	$	312.5		$	10.0	$	(17.5	)	$	—	$	—		$	305.0
Lease liabilities		154.7			—		(34.3	)		—		59.1			179.5
Deferred debt transaction costs		(4.9	)		—		—			—		0.9			(4.0	)

	$	462.3		$	10.0	$	(51.8	)	$	—	$	60.0		$	480.5



Short-term borrowings	$	—		$	0.6	$	—		$	—	$	—		$	0.6

Nine-month period ended September 30, 2020
Long-term debt
TELUS International (Cda) Inc. credit facility	$	335.5		$	1,145.0	$	(544.0	)	$	—	$	—		$	936.5
Other		—			—		(138.9	)		—		138.9			—
Lease liabilities		188.7			—		(42.8	)		6.9		65.9			218.7
Deferred debt transaction costs		(3.7	)		—		—			—		(4.1	)		(7.8	)

	$	520.5		$	1,145.0	$	(725.7	)	$	6.9	$	200.7		$	1,147.4



Short-term borrowings	$	—		$	11.1	$	—		$	—	$	—		$	11.1

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Table of Contents

TELUS International (Cda) Inc.

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

20. Segment reporting

(a) Segment reporting

Operating segments are components of an entity that engage in business activities from which they earn revenues and incur expenses (including revenues and expenses related to transactions with the other component(s)), the operations of which can be clearly distinguished and for which the operating results are regularly reviewed by a chief operating decision-maker to make resource allocation decisions and to assess performance. The Company's chief operating decision maker reviews financial information prepared on a consolidated basis for the purposes of making resource allocation decisions and assessing the performance of the overall organization. Based on an evaluation of all facts and circumstances, the Company has determined that it functions as a single operating and reporting segment.

(b) Entity wide disclosures

	Three months				Nine months

Periods ended September 30 (millions)	2020		2019		2020		2019
Revenue by geographic area, based on delivery location
Philippines	$	74.0	$	73.5	$	207.6	$	208.6
United States		64.2		59.9		180.9		176.3
Germany		52.5		—		128.7		—
El Salvador		28.5		32.2		122.3		71.4
Spain		38.9		—		94.3		—
Bulgaria		24.6		21.2		78.6		86.4
Canada		32.0		5.6		71.4		14.3
Ireland		22.0		23.8		69.2		72.2
Guatemala		42.0		24.9		65.6		80.1
Romania		13.0		12.3		28.7		6.2
Other		34.9		11.9		92.0		31.6

	$	426.6	$	265.3	$	1,139.3	$	747.1

As at (millions)	September 30, 2020		December 31, 2019

Net long-lived assets by geographic area
Austria	$	970.7	$	—
United States		278.6		496.6
Germany		131.7		—
El Salvador		150.7		23.0
Philippines		128.3		96.4
Ireland		92.8		63.4
Bulgaria		67.8		37.1
Spain		48.9		—
Canada		41.0		14.9
Latvia		28.6		—
Guatemala		20.6		46.9
India		18.8		17.8
Other		38.7		13.0

	$	2,017.2	$	809.1

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Table of Contents

TELUS International (Cda) Inc.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of TELUS International (Cda) Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of TELUS International (Cda) Inc. and subsidiaries (the "Company") as of December 31, 2019 and 2018, the related consolidated statements of income and other comprehensive income, changes in owner's equity, and cash flows, for each of the three years in the period ended December 31, 2019, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, its financial performance and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Change in Accounting Principle

As discussed in Note 2 to the financial statements, effective January 1, 2019, the Company has changed its method of accounting for leases due to the adoption of IFRS 16, Leases.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


		"/s/ Deloitte LLP" Chartered Professional Accountants Licensed Public Accountants

Toronto, Canada
January 8, 2021

We have served as the Company's auditor since 2016.

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TELUS International (Cda) Inc.

Consolidated Statements of Income and Other Comprehensive Income

Years Ended December 31 (millions except per share amounts)	Note	2019			2018			2017

REVENUES
Revenues arising from contracts with customers—service		$	1,019.6		$	834.6		$	573.2
OPERATING EXPENSES
Goods and services purchased			182.9			174.9			105.8
Employee benefits expense	5		630.4			522.5			366.5
Depreciation	12		73.1			31.3			25.4
Amortization of intangible assets	13		19.1			18.2			6.8

			905.5			746.9			504.5

OPERATING INCOME			114.1			87.7			68.7
Changes in business combination-related provisions	15		(14.6	)		(12.6	)		—
Interest expense	6		36.3			23.2			10.1
Foreign exchange	6		(2.6	)		8.1			(0.5	)

INCOME BEFORE INCOME TAXES			95.0			69.0			59.1
Income taxes	7		26.0			21.9			15.7

NET INCOME		$	69.0		$	47.1		$	43.4



OTHER COMPREHENSIVE INCOME	8
Items that may subsequently be reclassified to income
Change in unrealized fair value of derivatives designated as cash flow hedges	4(h)		0.1			(0.7	)		(0.1	)
Foreign currency translation adjustment arising from translating financial statements of foreign operations			(3.3	)		(9.9	)		10.3

			(3.2	)		(10.6	)		10.2

Item never subsequently reclassified to income
Employee defined benefit plan re-measurements			(2.7	)		0.5			—

			(5.9	)		(10.1	)		10.2

COMPREHENSIVE INCOME		$	63.1		$	37.0		$	53.6



NET INCOME PER COMMON SHARE	17(b)
Basic		$	1.64		$	1.12		$	1.09
Diluted		$	1.63		$	1.12		$	1.09

The accompanying notes are an integral part of these consolidated financial statements.

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TELUS International (Cda) Inc.

Consolidated Statements of Financial Position

As at December 31 (millions)	Note	2019		2018

ASSETS
Current assets
Cash and temporary investments, net		$	79.5	$	65.6
Accounts receivable	20(b)		176.6		137.1
Due from affiliated companies	19(a)		30.2		21.4
Income and other taxes receivable			10.9		1.2
Prepaid expenses			27.9		23.9
Current derivative assets	4(g)		3.3		0.4

			328.4		249.6



Non-current assets
Property, plant and equipment, net	12		301.0		115.2
Intangible assets, net	13		89.7		104.8
Goodwill, net	13		418.4		421.2
Deferred income taxes	7(b)		4.7		2.6
Other long-term assets	20(b)		26.8		15.7

			840.6		659.5



		$	1,169.0	$	909.1



LIABILITIES AND OWNERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	20(b)	$	152.2	$	115.7
Due to affiliated companies	19(a)		26.0		20.3
Income and other taxes payable			40.6		30.5
Advance billings and customer deposits			4.0		13.5
Provisions	15		10.3		6.5
Current maturities of long-term debt	16(a)		42.8		6.0

			275.9		192.5



Non-current liabilities
Provisions	15		160.5		210.0
Long-term debt	16(a)		477.7		302.0
Other long-term liabilities			4.2		4.1
Derivative liabilities			3.2		0.9
Deferred income taxes	7(b)		1.7		2.9

			647.3		519.9



Liabilities			923.2		712.4



Owners' equity
Common equity	17		245.8		196.7

		$	1,169.0	$	909.1



Contingent Liabilities	18

The accompanying notes are an integral part of these consolidated financial statements.

Approved by the Directors:


/s/ Josh Blair		/s/ Jeffrey Puritt
Josh Blair		Jeffrey Puritt
Chair, Board of Directors		President & Chief Executive Officer

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TELUS International (Cda) Inc.

Consolidated Statements of Changes in Owners' Equity

		Share Capital

		Common Shares
		Common Shares								Accumulated other comprehensive income
($ in millions)	Note	Number of shares		Share capital			Retained earnings (deficit)			Accumulated other comprehensive income			Total
Balance as at January 1, 2017			40,000,000	$	224.5		$	(198.8	)	$	21.1		$	46.8
Net income			—		—			43.4			—			43.4
Other comprehensive income			—		—			—			10.2			10.2
Share option awards			—		0.3			—			—			0.3
Costs related to share transactions			—		(0.9	)		—			—			(0.9	)

Balance as at December 31, 2017			40,000,000	$	223.9		$	(155.4	)	$	31.3		$	99.8



Balance as at January 1, 2018			40,000,000	$	223.9		$	(155.4	)	$	31.3		$	99.8
Net income			—		—			47.1			—			47.1
Other comprehensive income			—		—			—			(10.1	)		(10.1	)
Class A common shares—Issued	17		929,110		25.7			—			—			25.7
Class B common shares—Issued	17		500,290		13.9			—			—			13.9
Class D common shares—Issued	17		722,021		20.0			—			—			20.0
Share option awards			—		0.3			—			—			0.3

Balance as at December 31, 2018			42,151,421	$	283.8		$	(108.3	)	$	21.2		$	196.7



Balance as at January 1, 2019
As previously reported			42,151,421	$	283.8		$	(108.3	)	$	21.2		$	196.7
IFRS 16, Leases transitional amount	2(a)		—		—			(14.7	)		0.1			(14.6	)

As adjusted			42,151,421		283.8			(123.0	)		21.3			182.1
Net income			—		—			69.0			—			69.0
Other comprehensive income			—		—			—			(5.9	)		(5.9	)
Share option awards			—		0.6			—			—			0.6

Balance as at December 31, 2019			42,151,421	$	284.4		$	(54.0	)	$	15.4		$	245.8

The accompanying notes are an integral part of these consolidated financial statements.

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TELUS International (Cda) Inc.

Consolidated Statements of Cash Flows

Years Ended December 31 (millions)	Note	2019			2018			2017

OPERATING ACTIVITIES
Net income		$	69.0		$	47.1			43.4
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization			92.2			49.5			32.2
Interest expense	6		36.3			23.2			10.1
Income taxes	7		26.0			21.9			15.7
Share-based compensation expense, net of payments made	9		1.8			4.1			1.3
Reversal of written put option	15		(13.5	)		(12.6	)		—
Change in market value of derivatives and other adjustments			0.7			4.3			(3.1	)

Cash provided by operating activities before net change in non-cash working capital, interest paid, and income taxes paid			212.5			137.5			99.6
Net change in non-cash operating working capital	20(c)		(28.2	)		(13.9	)		12.5
Interest paid			(14.7	)		(15.3	)		(6.9	)
Income taxes paid, net			(28.0	)		(14.8	)		(14.3	)

Cash provided by operating activities			141.6			93.5			90.9

INVESTING ACTIVITIES
Cash payments for capital assets	20(c)		(52.7	)		(47.5	)		(44.5	)
Cash payments for acquisitions, net			—			(115.4	)		(62.5	)
Payment to acquire non-controlling interest in subsidiary	15		(50.8	)		—			—

Cash used by investing activities			(103.5	)		(162.9	)		(107.0	)

FINANCING ACTIVITIES	20(d)
Shares issued	17		—			18.9			—
Repayment of long-term debt	20(d)		(96.0	)		(38.6	)		(43.6	)
Repayment of short-term borrowings, net	20(d)		—			(4.6	)		—
Long-term debt issued	20(d)		72.0			75.0			66.0
Receipts from intercompany advances	20(d)		—			—			26.2

Cash provided (used) by financing activities			(24.0	)		50.7			48.6

Effect of exchange rate changes on cash and temporary investments			(0.2	)		(1.1	)		1.0

CASH POSITION
Increase (decrease) in cash and temporary investments, net			13.9			(19.8	)		33.5
Cash and temporary investments, net, beginning of period			65.6			85.4			51.9

Cash and temporary investments, net, end of period		$	79.5		$	65.6		$	85.4

The accompanying notes are an integral part of these consolidated financial statements.

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TELUS International (Cda) Inc.

Notes to Consolidated Financial Statements

TELUS International (Cda) Inc. is a global provider of customer experience and digital business services.

The terms we, us, our or ourselves are used to refer to TELUS International (Cda) Inc. and, where the context of the narrative permits or requires, its subsidiaries.

Additionally, the term TELUS Corporation is a reference to TELUS Corporation, and where the context of the narrative permits or requires, its subsidiaries, excluding TELUS International (Cda) Inc.

1. Consolidated financial statements

(a) Basis of presentation

Our consolidated financial statements are expressed in United States dollars. The generally accepted accounting principles that we use are International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS-IASB).

Generally accepted accounting principles require that we disclose the accounting policies we have selected in those instances where we have been obligated to choose from among various generally accepted accounting principle-compliant accounting policies. In certain other instances, including where no selection among policies is allowed, we are also required to disclose how we have applied certain accounting policies. In our assessment, all of our required accounting policy disclosures are not equally significant for us, as set out in the accompanying table; their relative significance to us will evolve over time as we do.

We have reclassified certain prior period amounts within our Consolidated Statement of Income and Other Comprehensive Income to conform to our current presentation. These reclassifications did not affect previously reported revenues arising from contracts with customers, operating expenses, or net income in the Consolidated Statement of Income and Other Comprehensive Income.

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TELUS International (Cda) Inc.

Notes to Consolidated Financial Statements (Continued)

	Accounting policy requiring a more significant choice among policies and/or a more significant application of judgment

Accounting policy	Yes	No
General application
(a) Basis of presentation		X
(b) Consolidation		X
(c) Use of estimates and judgments	X
(d) Financial instruments—recognition and measurement		X
(e) Hedge accounting		X
Results of operations focused
(f) Revenue recognition	X
(g) Depreciation, amortization and impairment	X
(h) Translation of foreign currencies		X
(i) Income and other taxes	X
(j) Share-based compensation	X
(k) Employee future benefit plans		X
Financial position focused
(l) Cash and temporary investments, net		X
(m) Property, plant and equipment; intangible assets	X
(n) Leases		X

These consolidated financial statements for each of the years ended December 31, 2019, 2018 and 2017, were authorized by our Board of Directors for issue on January 8, 2021.

(b) Consolidation

Our consolidated financial statements include our accounts and the accounts of all of our subsidiaries. The principal ones are: TELUS International (U.S.) Corp.; CallPoint New Europe EAD; CallPoint New Europe S.R.L.; Transactel (Barbados) Inc.; Transactel S.A.; Transactel El Salvador S.A. DE C.V.; TELUS International Philippines Inc; VoxPro Limited and Xavient Digital LLC.

Our financing arrangements and those of our subsidiaries do not impose restrictions on inter-corporate dividends, but external dividends are restricted based upon total net debt to earnings before interest, income taxes, depreciation and amortization (EBITDA⁽¹⁾) ratios, all as defined by our financing arrangements.

On a continuing basis, we review our corporate organization and effect changes as appropriate so as to enhance the value of TELUS International (Cda) Inc. This process can, and does, affect which of our subsidiaries are considered principal subsidiaries at any particular point in time.

⁽¹⁾: EBITDA does not have any standardized meaning prescribed by IFRS-IASB and therefore may not be comparable to similar measures presented by other issuers; we define EBITDA as operating revenues less goods and services purchased and employee benefits expense. EBITDA is a key measure that management uses to evaluate the performance of our business and it is also utilized in measuring compliance with certain debt covenants.

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TELUS International (Cda) Inc.

Notes to Consolidated Financial Statements (Continued)

(c) Use of estimates and judgments

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates, assumptions and judgments that affect: the reported amounts of assets and liabilities at the date of the financial statements; the disclosure of contingent assets and liabilities at the date of the financial statements; and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Estimates

Examples of the significant estimates and assumptions that we make and their relative significance and degree of difficulty are as follows:

Judgments

Examples of our significant judgments, apart from those involving estimation, include the following:

•: Assessments about whether line items are sufficiently material to warrant separate presentation in the primary financial statements and, if not, whether they are sufficiently material to warrant separate presentation in the financial statement notes. In the normal course, we make changes to our assessments regarding presentation materiality so that they reflect current economic conditions. Due consideration is given to the view that it is reasonable to expect differing opinions of what is, and is not, material.
•: In respect of revenue-generating transactions, generally we must make judgments that affect the timing of the recognition of revenue as it relates to assessing when we have satisfied our performance obligations to our customers, either at a point in time or over a period of time.
•: The preparation of our financial statements in accordance with generally accepted accounting principles requires management to make judgments that affect the financial statement disclosure of information regularly reviewed by our chief operating decision maker used to make resource allocation decisions and to assess performance, as further discussed in Note 21. A significant judgment we make is that our cash flows are sufficiently indistinguishable given our global operating model, resulting in a single operating and reporting segment.

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TELUS International (Cda) Inc.

Notes to Consolidated Financial Statements (Continued)

•: Determination of our functional currency and the functional currency of each subsidiary involves significant judgment. The determination of functional currency affects the carrying value of non-current assets included in the statement of financial position and, as a consequence, the amortization of those assets, as well as the exchange gains and losses recorded in the consolidated statement of comprehensive income and the consolidated statement of equity.
•: The decision to depreciate and amortize any property, plant, equipment and intangible assets that are subject to amortization on a straight-line basis, as we believe that this method reflects the consumption of resources related to the economic lifespan of those assets better than an accelerated method and is more representative of the economic substance of the underlying use of those assets.
•: In connection with the annual impairment testing of goodwill, there are instances where we must exercise judgment in the determination of our cash generating units. A significant judgment that we make is that each geographic area in which we operate is insufficiently distinct, making it impractical to objectively distinguish the cash flows of each region. As such, each region is not an individual cash generating unit.
•: In respect of claims and lawsuits, as discussed further in Note 18(b), the determination of whether an item is a contingent liability or whether an outflow of resources is probable and thus needs to be accounted for as a provision.

(d) Financial instruments—recognition and measurement

In respect of the recognition and measurement of financial instruments, we have adopted the following policies:

•: Derivatives that are part of an established and documented cash flow hedging relationship are accounted for as held for hedging. We believe that classification as held for hedging results in a better matching of the change in the fair value of the derivative financial instrument with the risk exposure being hedged.
•: Derivatives that are not part of a documented cash flow hedging relationship are accounted for as held for trading and thus are measured at fair value through net income.
•: Transaction costs, other than in respect of items held for trading, are added to the initial fair value of the acquired financial asset or financial liability. We have selected this method as we believe that it results in a better matching of the transaction costs with the periods in which we benefit from the transaction costs.

(e) Hedge accounting

Hedge accounting

The purpose of hedge accounting, in respect of our designated hedging relationships, is to ensure that counterbalancing gains and losses are recognized in the same periods. We have chosen to apply hedge accounting as we believe this is more representative of the economic substance of the underlying transactions.

In order to apply hedge accounting, a high correlation (which indicates effectiveness) is required in the offsetting changes in the risk-associated values of the financial instruments (the hedging items) used to establish the designated hedging relationships and all, or a part, of the asset, liability or transaction having an identified risk exposure that we have taken steps to modify (the hedged items). We assess the

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anticipated effectiveness of designated hedging relationships at inception and their actual effectiveness for each reporting period thereafter. We consider a designated hedging relationship to be effective if the following critical terms match between the hedging item and the hedged item: the notional amount of the hedging item and the principal amount of the hedged item; maturity dates; payment dates; and interest rate index (if, and as, applicable). Any ineffectiveness, such as would result from a difference between the notional amount of the hedging item and the principal amount of the hedged item, or from a previously effective designated hedging relationship becoming ineffective, is reflected in the consolidated statement of income and other comprehensive income as Financing costs if in respect of long-term debt, as Goods and services purchased if in respect of future purchase commitments or as Employee benefits expense if in respect of share-based compensation.

Hedging assets and liabilities

In the application of hedge accounting, an amount (the hedge value) is recorded in the consolidated statement of financial position in respect of the fair value of the hedging items. The net difference, if any, between the amounts recognized in the determination of net income and the amounts necessary to reflect the fair value of the designated cash flow hedging items recorded in the consolidated statement of financial position is recognized as a component of Other comprehensive income, as set out in Note 8.

In the application of hedge accounting to the finance costs arising from interest paid on our long-term debt, the amount recognized in the determination of net income is the amount that counterbalances the difference between interest calculated at a variable interest rate, and the fixed interest rate as per our credit facility (Note 16(b)).

(f) Revenue recognition

General

Our solutions involve delivery of multiple services and products that occur at different points in time and/or over different periods of time; as referred to in (c), this is a significant judgment for us. As appropriate, these arrangements contain multiple performance obligations and the transaction price is measured and allocated among the performance obligations based upon their relative stand-alone selling price. Our relevant revenue recognition policies are then applied to the performance obligations.

Multiple contracts with a single customer are normally accounted for as separate arrangements. In instances where multiple contracts are entered into with a customer in a short period of time, the contracts are reviewed as a group to ensure that, as with multiple performance obligation arrangements, their relative stand-alone selling prices are appropriate.

Our revenues are recorded net of any value-added and/or sales taxes billed to the customer concurrent with a revenue-generating transaction.

When we receive no identifiable, separable benefit for consideration given to a customer (e.g. discounts and rebates), the consideration is recorded as a reduction of revenue rather than as an expense.

We recognize revenues for each accounting period based on services provided in that period. Revenue is recognized based on fees incurred per-productive hour or per transaction. Billings are invoiced to customers on a regular basis. Advance billings are recorded when billing occurs prior to provision of the associated services; such advance billings are recognized as revenue in the period in which the services are provided.

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Notes to Consolidated Financial Statements (Continued)

(g) Depreciation, Amortization and Impairment

Depreciation and amortization

Property, plant, and equipment, including right of use assets, are depreciated on a straight-line basis over their estimated useful lives as determined by a continuing program of asset life studies. Depreciation includes amortization of assets under finance leases and amortization of leasehold improvements. Leasehold improvements are normally amortized over the lesser of their expected average service life or the term of the lease. Intangible assets with finite lives (intangible assets subject to amortization) are amortized on a straight-line basis over their estimated useful lives, which are reviewed at least annually and adjusted as appropriate. As referred to in (c), the use of a straight-line basis of depreciation and amortization is a significant judgment for us.

Estimated useful lives for the majority of our property, plant and equipment and right of use lease assets subject to depreciation are as follows:

		Estimated useful lives

Computer hardware and network assets		3 to 5 years
Buildings and leasehold improvements		20 years
Furniture and equipment		3 to 7 years
Right-of-use lease assets		3 to 20 years

Estimated useful lives for the majority of our intangible assets subject to amortization are as follows:

		Estimated useful lives

Customer contracts and related customer relationships		4 to 10 years
Software		3 to 5 years

Impairment—general

Impairment testing compares the carrying values of the assets or cash generating units being tested with their recoverable amounts (the recoverable amount being the greater of an asset's value in use or its fair value less costs to sell); as referred to in (c), this is a significant estimate for us. Impairment losses are immediately recognized, to the extent that the carrying value of an asset exceeds its recoverable amount. Should the recoverable amounts for impaired assets subsequently increase, the impairment losses previously recognized (other than in respect of goodwill) may be reversed to the extent that the reversal is not a result of "unwinding the discount" and that the resulting carrying values do not exceed the carrying values that would have been the result if no impairment losses had been previously recognized.

Impairment—property, plant and equipment; intangible assets subject to amortization

The continuing program of asset life studies considers such items as the timing of technological obsolescence, competitive pressures and future infrastructure utilization plans; these considerations could also indicate that the carrying value of an asset may not be recoverable. If the carrying value of an asset were not considered recoverable, an impairment loss would be recorded.

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Notes to Consolidated Financial Statements (Continued)

Impairment—goodwill

The carrying value of goodwill is periodically tested for impairment. The frequency of the impairment testing is generally the reciprocal of the stability of the relevant events and circumstances, but goodwill must, at a minimum, be tested annually; we have selected October 1 as our annual test date.

(h) Translation of foreign currencies

Trade transactions completed in foreign currencies are translated into United States dollars at the rates of exchange prevailing at the time of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at the rate of exchange in effect at the statement of financial position date, with any resulting gain or loss recorded in the consolidated statement of income and other comprehensive income as a component of Financing costs, as set out in Note 6.

We have foreign subsidiaries that do not have the United States dollar as their functional currency. Foreign exchange gains and losses arising from the translation of these foreign subsidiaries' accounts into United States dollars are reported as a component of other comprehensive income, as set out in Note 8.

(i) Income and other taxes

We follow the liability method of accounting for income taxes; as referred to in (c), this is a significant estimate for us. Under this method, current income taxes are recognized for the estimated income taxes payable for the current year. Deferred income tax assets and liabilities are recognized for temporary differences between the tax and accounting bases of assets and liabilities, and also for the benefit of losses available to be carried forward to future years for tax purposes that are more likely than not to be realized. The amounts recognized in respect of deferred income tax assets and liabilities are based upon the expected timing of the reversal of temporary differences or usage of tax losses and application of the substantively enacted tax rates at the time of reversal or usage.

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Notes to Consolidated Financial Statements (Continued)

positions. We include such charges in the consolidated statement of income and other comprehensive income as a component of income tax expense.

(j) Share-based compensation

General

Share-based compensation awards, in the form of phantom restricted share units, equity share options and phantom share options, have historically been provided to certain of our employees. We recognize a compensation expense in respect of these plans that is based on the fair value of the awards. Generally, the compensation expense of the award is recognized on a straight-line basis over the vesting of the award subject to continued service with us through the vesting date. A compensation expense is recognized for awards containing performance conditions only to the extent that it is probable that those performance conditions will be met. Adjustments are made to reflect expected and actual forfeitures during the vesting period due to failure to satisfy service conditions or performance conditions.

Restricted share units

Restricted share units are accounted for as liability instruments. We accrue a liability equal to the product of the number of vesting restricted share units multiplied by the fair market value of the corresponding common shares at the end of the reporting period. As the Company's shares are not publicly traded, we must estimate the fair value of our shares, as discussed in "Share Valuations" below. The expense for restricted share units that do not ultimately vest is reversed against the expense that was previously recorded in their respect.

Share option awards

We recognize and measure compensation expense for equity-settled share option awards based on the grant date fair value, which is determined under the option pricing model (Black-Scholes-Merton). Fair value is not subsequently re-measured unless the conditions on which the award was granted are modified.

Proceeds arising from the exercise of equity-settled share option awards are credited to share capital, as are the recognized grant-date fair values of the exercised share option awards.

Phantom share option awards, which are cash-settled, are accounted for as liability instruments. We recognize and measure compensation expense for cash-settled option awards based on the fair value at the end of each reporting period, which is determined under the option pricing model (Black-Scholes-Merton).

The Black-Scholes option-pricing model requires the input of highly subjective assumptions, including the fair value of the underlying shares, the expected volatility of the price of our shares, risk-free interest rates, the expected term of the option and the expected dividend yield of our shares. These estimates involve inherent uncertainties and the application of management's judgment. If factors change and different assumptions are used, our stock-based compensation expense could be materially different in the future.

•: Fair Value of Our Shares. As the Company's shares are not publicly traded, we must estimate the fair value of our shares, as discussed in "Share Valuations" below.

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•: Expected Volatility. As we have not been a public company and do not have a trading history for our shares, the expected stock price volatility for our shares is estimated by taking the average historical price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the share option grants. We intend to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of our own share price becomes available, or unless circumstances change such that the identified companies are no longer similar to us, in which case more suitable companies whose share prices are publicly available would be used in the calculation.
•: Risk-free Interest Rate. The risk-free interest rate is based on the yields of Government of Canada marketable bonds with maturities similar to the expected term of the options for each option group.
•: Expected Term. The expected term represents the period that our share-based awards are expected to be outstanding. As we do not have sufficient historical experience for determining the expected term of the share option awards granted, we base our expected term for awards issued on the simplified method, which represents the average period from vesting to the expiration of the stock option.
•: Expected Dividend Yield. We have never declared or paid any cash dividends to shareholders and do not presently plan to pay cash dividends in the foreseeable future. Consequently, we use an expected dividend yield of zero.

Share valuations

Given the absence of a public trading market for our shares, the fair value of our shares has historically been determined based on third party valuations of our common stock. These valuations are based upon information provided by management as well as external market and competitor information available to the experts. The valuation considers numerous objective and subjective factors to determine the best estimate of the fair value of our shares at each grant date. These factors include:

•: our operating and financial performance;
•: current business conditions and projections;
•: the likelihood of achieving a liquidity event for the shares underlying these stock options, such as an initial public offering or sale of our company, given prevailing market conditions; and
•: the market performance of comparable publicly traded companies.

The valuation is developed using a weighted blend of the income and market approaches. The income approach estimates the fair value of a company based on the present value of such company's future estimated cash flows and the residual value of such company beyond the forecast period. These future values are discounted to their present values to reflect the risks inherent in such company achieving these estimated cash flows. Significant inputs of the income approach (in addition to our estimated future cash flows themselves) include the long-term growth rate assumed in the residual value, discount rate and normalized long-term operating margin. The terminal value was calculated to estimate our value beyond the forecast period by applying valuation metrics to the final year of our forecasted revenue and discounting that value to the present value using the same weighted average cost of capital applied to the forecasted periods.

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Notes to Consolidated Financial Statements (Continued)

(k) Employee future benefit plans

Defined benefit plans

We participate in defined benefit pension plans that share risks between TELUS Corporation and its subsidiaries as well as unfunded, non-contributory retirement plans of TELUS International (Cda) Inc. and its subsidiaries. TELUS Corporation's policy is to charge us our participant-based net defined benefit pension cost, as measured in accordance with IAS 19, Employee Benefits.

Employee benefits

Contributions to defined contribution plans are charged to the consolidated statements of income in the period in which services are rendered by the covered employees. For defined benefit plans, the cost of pensions and other retirement benefits earned by employees is actuarially determined using the accrued benefit method pro-rated on service and management's best estimates of salary escalation and the retirement ages of employees. In the determination of net income, net interest for each plan, which is the product of the plan's surplus (deficit) multiplied by the discount rate, is included as a component of Financing costs, as set out in Note 6.

The Company records annual amounts relating to its defined benefit plan based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, compensation increase and turnover rates. When the defined benefit plan's key assumptions fluctuate relative to their immediately preceding year-end values, actuarial gains (losses) arising from such significant fluctuations are recognized in other comprehensive income.

(l) Cash and temporary investments, net

Cash and temporary investments, which may include investments in money market instruments that are purchased three months or less from maturity, are presented net of outstanding items, including cheques written but not cleared by the related banks as at the statement of financial position date. Cash and temporary investments, net, are classified as a liability in the statement of financial position when the total amount of all cheques written but not cleared by the related banks exceeds the amount of cash and temporary investments. When cash and temporary investments, net, are classified as a liability, they may also include overdraft amounts drawn on our bilateral bank facilities, which revolve daily.

(m) Property, plant and equipment; intangible assets

General

Property, plant and equipment and intangible assets are recorded at historical cost, which for self-constructed property, plant and equipment includes materials, direct labor and applicable overhead costs. For internally developed internal-use software, the historical cost recorded includes materials, direct labor and direct labor-related costs. Where property, plant and equipment construction projects are of a sufficient size and duration, an amount is capitalized for the cost of funds used to finance construction. The rate for calculating the capitalized financing cost is based on our weighted average cost of borrowing experienced during the reporting period.

When we sell property, plant and/or equipment, the net book value is netted against the sale proceeds and the difference is included in the consolidated statement of income and other comprehensive income as operating income.

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Notes to Consolidated Financial Statements (Continued)

(n) Leases

Prior to January 1, 2019, leases were classified as finance or operating, depending upon terms and conditions of the contract. Where we were the lessee, asset values recorded under finance leases were amortized on a straight-line basis over the period of expected use. Obligations recorded under finance leases were reduced by lease payments net of imputed interest.

On January 1, 2019, we adopted IFRS 16, Leases which superseded IAS 17, Leases (See Note 2(a)).

2. Accounting policy developments

(a) Initial application of standards, interpretations and amendments to standards and interpretations in the reporting period

In January 2016, the International Accounting Standards Board released IFRS 16, Leases, which is required to be applied for years beginning on or after January 1, 2019, and which supersedes IAS 17, Leases. The standard removes the lessees' classification of leases as either operating leases or finance leases and, for IFRS-IASB, introduces a single lessee accounting model.

The most significant effect of the new standard is the lessee's recognition of the initial present value of unavoidable future lease payments as right-of-use lease assets and lease liabilities on the statement of financial position, in property, plant and equipment, net and long-term debt, respectively, including those, that for most leases, would previously have been accounted for as operating leases. Both leases with durations of 12 months or less and leases for low-value assets may be exempted.

The measurement of the total lease expense over the term of a lease will be unaffected by the new standard. However, the new standard will result in an acceleration of the timing of lease expense recognition for leases that would previously have been accounted for as operating leases; the International Accounting Standards Board expects that this effect may be muted by a lessee having a portfolio of leases with varying maturities and lengths of term, and we expect that we will be similarly affected. The presentation on the statement of income and other comprehensive income required by the new standard will result in the presentation of most non-executory lease expenses as depreciation of right-of-use lease assets and financing costs arising from lease liabilities, rather than as a part of goods and services purchased (executory lease expenses will remain a part of goods and services purchased); reported operating income would thus be higher under the new standard.

Relative to the results of applying the previous standard, although actual cash flows will be unaffected, the lessee's statement of cash flows will reflect increases in cash provided by operating activities offset equally by decreases in cash flows from financing activities. This is the result of the presentation of the payments of the "principal" component of leases, which were previously accounted for as operating leases, as a cash flow use within financing activities under the new standard.

We have applied the standard retrospectively, with the cumulative effect of the initial application of the new standard recognized at the date of initial application, January 1, 2019, subject to permitted and elected practical expedients; such method of application does not result in the retrospective adjustment of amounts reported for periods prior to fiscal 2019. The nature of the transition method selected is such that the lease population as at January 1, 2019, and the discount rates determined contemporaneously, is the basis for the cumulative effects recorded as of that date.

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Notes to Consolidated Financial Statements (Continued)

Implementation

As a transitional practical expedient permitted by the new standard, we have not reassessed whether contracts are, or contained, leases as at January 1, 2019, applying the criteria of the new standard; as at January 1, 2019, only contracts that were previously identified as leases applying IAS 17, Leases, and IFRIC 4, Determining whether an Arrangement contains a Lease, are a part of the transition to the new standard. Only contracts entered into (or changed) after December 31, 2018, will be assessed for being, or containing, leases applying the criteria of the new standard.

IFRS 16, Leases, has the following impact on the fiscal 2019 opening amounts:

As at January 1, 2019 (millions)	Excluding effects of IFRS 16			IFRS 16 effects			As reported under IFRS 16

Non-current assets
Property, plant and equipment, net	$	115.2		$	138.4		$	253.6
Deferred income taxes	$	2.6		$	1.3		$	3.9
Current liabilities
Current maturities of long-term debt	$	6.0		$	26.7		$	32.7
Non-current liabilities
Long-term debt	$	302.0		$	127.6		$	429.6
Owners' equity
Retained earnings	$	(108.3	)	$	(14.7	)	$	(123.0	)
Accumulated other comprehensive income	$	21.2		$	0.1		$	21.3

The difference between the total of the minimum lease payments set out in Note 14 of our audited consolidated financial statements for the year ended December 31, 2018, and the additions to long-term debt arises because of the effect of discounting the minimum lease payments (approximately half of the difference) and because the minimum lease payments set out in Note 14 of our audited consolidated financial statements for the year ended December 31, 2018, include payments for leases that have commencement dates subsequent to December 31, 2018 (approximately half of the difference).

The new standard requires a number of incremental recurring disclosures, as well as setting out how those disclosures are to be made; we have made these disclosures, or incorporated them by cross-reference from other notes to the financial statements, in Note 12.

The following table reconciles the lease liabilities recognized on January 1, 2019, and the operating commitments disclosed under IAS 17 as set out in Note 14 of our audited consolidated financial statements for the year ended December 31, 2018, discounted using the incremental borrowing rates as at the initial date of application of 6.73%:

(millions)

Operating lease commitments as at December 31, 2018	$	226.5
Leases committed not yet commenced		(39.4	)

Undiscounted lease payments		187.1
Discount at incremental borrowing rate		(32.8	)

Lease liabilities as at January 1, 2019	$	154.3



Current lease liabilities	$	26.7
Non-current lease liabilities		127.6

Total lease liabilities	$	154.3

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Notes to Consolidated Financial Statements (Continued)

(b): Standards, interpretations and amendments to standards not yet effective and not yet applied

In October 2018, the International Accounting Standards Board amended IFRS 3, Business Combinations, seeking to clarify whether an acquisition transaction results in the acquisition of an asset or the acquisition of a business. The amendments are effective for acquisition transactions on or after January 1, 2020, although earlier application was permitted. The amended standard has a narrower definition of a business, which could result in the recognition of fewer business combinations than under the current standard; the implication of this is that amounts which may have been recognized as goodwill in a business combination under the current standard may now be recognized as allocations to net identifiable assets acquired under the amended standard (with an associated effect in an entity's results of operations that would differ from the effect of goodwill having been recognized). We expect that we will apply the standard prospectively from January 1, 2020. The effects, if any, of the amended standard on our financial performance and disclosure will be dependent on the facts and circumstances of any future acquisition transactions.

3. Capital structure financial policies

Our objective when managing capital is to maintain a flexible capital structure that optimizes the cost and availability of capital at acceptable risk levels.

During 2019, our financial objectives, which are reviewed annually, were unchanged from 2018 and 2017. We believe that our financial objectives are supportive of our long-term strategy.

We monitor capital utilizing the financial covenants prescribed in our credit facility (Note 16(b)).

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Notes to Consolidated Financial Statements (Continued)

4. Financial instruments

(a): Risks—overview

Our financial instruments, and the nature of certain risks to which they may be subject, are as set out in the following table.

		Risks

						Market risks
Financial instrument	Accounting classification	Credit		Liquidity		Currency		Interest rate		Other price
Measured at amortized cost
Accounts receivable	AC(1)		X				X
Due from affiliated companies	AC(1)		X				X
Accounts payable and accrued liabilities	AC(1)				X		X
Provisions (including restructuring accounts payable)	AC(1)				X		X				X
Long-term debt	AC(1)				X				X
Measured at fair value
Cash and temporary investments, net	FVTPL(2)		X				X		X
Foreign exchange derivatives(3)	FVTPL/FVOCI(2)		X		X		X
Interest rate derivatives(3)	FVTPL/FVOCI(2)		X		X				X

(1): For accounting recognition and measurement purposes, classified as amortized cost ("AC").
(2): For accounting recognition and measurement purposes, classified as fair value through net income ("FVTPL"). Unrealized changes in the fair values of financial instruments are included in net income unless the instrument is part of a cash flow hedging relationship. The effective portion of unrealized changes in the fair values of financial instruments held for hedging are included in other comprehensive income ("FVOCI").
(3): Use of derivative financial instruments is subject to a policy which requires that no derivative transaction is to be entered into for the purpose of establishing a speculative or leveraged position (the corollary being that all derivative transactions are to be entered into for risk management purposes only) and sets criteria for the credit worthiness of the transaction counterparties.

(b): Credit risk

Excluding credit risk, if any, arising from interest rate swaps and currency swaps settled on a gross basis, the best representation of our maximum exposure (excluding income tax effects) to credit risk, which is a worst-case scenario and does not reflect results we expect, is as set out in the following table:

As at December 31 (millions)	2019		2018

Cash and temporary investments, net	$	79.5	$	65.6
Accounts receivable		176.6		137.1
Due from affiliated companies		30.2		21.4
Derivative assets		3.3		0.4

	$	289.6	$	224.5

Cash and temporary investments, net

Credit risk associated with cash and temporary investments, net, is managed by ensuring that these financial assets are placed with: governments; major financial institutions that have been accorded strong investment grade ratings by a primary rating agency; and/or other creditworthy counterparties. An ongoing review is performed to evaluate changes in the status of counterparties.

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Accounts receivable

Credit risk associated with accounts receivable is managed through a program of credit evaluations of customers and limiting the amount of credit extended when deemed necessary.

The following table presents an analysis of the age of customer accounts receivable. Any late payment charges are levied at a negotiated rate on outstanding non-current customer account balances.

As at December 31 (millions)	Note	2019			2018

Customer accounts receivable
Less than 30 days past billing date		$	97.4		$	60.5
30 - 60 days past billing date			3.0			13.6
61 - 90 days past billing date			2.3			4.3
More than 90 days past billing date			5.3			1.0

		$	108.0		$	79.4



Customer accounts receivable	20(b)	$	109.8		$	82.3
Allowance for doubtful accounts	20(b)		(1.8	)		(2.9	)

Customer receivable, Net		$	108.0		$	79.4

We maintain allowances for lifetime expected credit losses related to doubtful accounts. Current economic conditions (including forward-looking macroeconomic data), historical information (including credit agency reports, if available), reasons for the accounts being past due and line of business from which the customer accounts receivable arose are all considered when determining whether to make allowances for past-due accounts. The same factors are considered when determining whether to write off amounts charged to the allowance for doubtful accounts against the customer accounts receivable. The doubtful accounts expense is calculated on a specific-identification basis for customer accounts receivable over a specific balance threshold and on a statistically derived allowance basis for the remainder. No customer accounts receivable balances are written off directly to bad debt expense.

The following table presents a summary of the activity related to our allowance for doubtful accounts.

Years Ended December 31 (millions)	2019			2018

Balance, beginning of period	$	2.9		$	0.3
Additions		0.6			2.6
Recovery		(1.7	)		—

Balance, end of period	$	1.8		$	2.9

Derivative assets (and derivative liabilities)

Counterparties to our foreign exchange and share-based compensation derivatives are major financial institutions that have been accorded investment grade ratings by a primary credit rating agency. The total dollar amount of credit exposure under contracts with any one financial institution is limited and counterparties' credit ratings are monitored. We do not give or receive collateral on swap agreements and hedging items due to our credit rating and those of our counterparties. While we are exposed to the risk of potential credit losses due to the possible non-performance of our counterparties, we consider this risk remote. Our derivative liabilities do not have credit risk-related contingent features.

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Notes to Consolidated Financial Statements (Continued)

(c): Liquidity risk

As a component of our capital structure financial policies, discussed further in Note 3, we manage liquidity risk by:

•: maintaining bilateral bank facilities and a syndicated credit facility (Note 16(b));
•: continuously monitoring forecast and actual cash flows; and
•: managing maturity profiles of financial assets and financial liabilities.

Our debt maturities in future years are as disclosed in Note 16(d).

We closely match the contractual maturities of our derivative financial liabilities with those of the risk exposures they are being used to manage.

The expected maturities of our undiscounted financial liabilities do not differ significantly from the contractual maturities, other than as noted below. The contractual maturities of our undiscounted financial liabilities, as at December 31, 2019 and December 31, 2018, including interest thereon (where applicable), are as set out in the following tables:

	Non-derivative								Derivative

					Composite long-term debt
	Non- interest bearing financial liabilities				Long-term debt, excluding leases(1) (Note 16)				Currency swap agreement amounts to be exchanged
			Due to affiliated companies (Note 19(a))
							Leases (Notes 2(a), 14)							Interest rate swap agreement
Year (millions)							Leases (Notes 2(a), 14)		(Receive)			Pay		Interest rate swap agreement		Total
2020	$	209.0	$	26.0	$	16.8	$	48.8	$	(391.2	)	$	388.0	$	—	$	297.4
2021		166.4		—		16.6		44.7		—			—		—		227.7
2022		—		—		328.8		35.1		—			—		3.2		367.1
2023		—		—				32.2		—			—		—		32.2
2024		—		—		—		20.2		—			—		—		20.2
2025 - 2029		—		—		—		39.7		—			—		—		39.7
Thereafter		—		—		—		14.7		—			—		—		14.7

Total	$	375.4	$	26.0	$	362.2	$	235.4	$	(391.2	)	$	388.0	$	3.2	$	999.0



						Total (Note 16(d))	$	597.6

(1): Future cash outflows in respect of associated interest and like carrying costs for amounts drawn under our credit facilities (if any) have been calculated based upon the rates in effect at December 31, 2019.

	Non-derivative								Derivative

					Composite long-term debt
	Non- interest bearing financial liabilities				Long-term debt, excluding leases(1) (Note 16)				Currency swap agreement amounts to be exchanged
			Due to affiliated companies (Note 19(a))
							Leases (Notes 2(a), 14)							Interest rate swap agreement
Year (millions)							Leases (Notes 2(a), 14)		(Receive)			Pay		Interest rate swap agreement		Total
2019	$	166.2	$	20.3	$	19.0	$	—	$	(67.1	)	$	66.7	$	—	$	205.1
2020		7.0		—		18.8		—		—			—		—		25.8
2021		210.0		—		18.6		—		—			—		—		228.6
2022		—		—		300.7		—		—			—		0.9		301.6

Total	$	383.2	$	20.3	$	357.1	$	—	$	(67.1	)	$	66.7	$	0.9	$	761.1

(1): Future cash outflows in respect of associated interest and like carrying costs for amounts drawn under our credit facilities (if any) have been calculated based upon the rates in effect at December 31, 2018.

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Notes to Consolidated Financial Statements (Continued)

(d): Currency risk

Our functional currency is the United States dollar, but certain routine revenues and operating costs are denominated in Canadian dollars and capital asset acquisitions are sourced internationally. The euro, Philippine peso and the Canadian dollar are the foreign currencies to which we currently have the largest exposure.

Our foreign exchange risk management includes the use of foreign currency forward contracts to fix the exchange rates on short-term Philippine peso denominated transactions and commitments, as well as swaps which are used to manage the currency risk associated with European denominated inflows being used against United States dollar denominated debt.

(e): Interest rate risk

Changes in market interest rates will cause fluctuations in the fair value or future cash flows of temporary investments, short-term obligations and long-term debt.

Amounts drawn on our long-term credit facility (Note 16(b)) will be affected by changes in market interest rates in a manner similar to debts with short maturities in that the fair value is not materially affected by changes in market interest rates, but the associated cash flows representing interest payments are.

We manage our exposure to changes in market interest rates with the use of interest rate swaps to fix the interest rates on the variable rate portion of our credit facility.

(f): Market risk

Net income and other comprehensive income for the years ended December 31, 2019, 2018 and 2017, could have varied if the United States dollar: Canadian dollar exchange rate, United States dollar: Philippine Peso exchange rate, United States dollar: European euro exchange rate, market interest rates, and the TELUS Corporation and TELUS International (Cda) Inc. common share prices varied by reasonably possible amounts from their actual statement of financial position date amounts.

The sensitivity analysis of our exposure to currency risk at the reporting date has been determined based upon a hypothetical change taking place at the relevant statement of financial position date. The Canadian dollar, European euro and Philippine peso denominated balances as at the statement of financial position dates have been used in the calculations.

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Notes to Consolidated Financial Statements (Continued)

The sensitivity analysis of our exposure to other price risks arising from share-based compensation at the reporting date has been determined based upon a hypothetical change taking place at the relevant statement of financial position date. The relevant notional number of common shares at the statement of financial position date has been used in the calculations.

	Net income									Other comprehensive income								Comprehensive income

Years Ended December 31 (increase (decrease) in millions)	2019			2018			2017			2019			2018			2017		2019			2018			2017
Reasonably possible changes in market risks(1)
10% change in US$: Cdn.$ exchange rate
US$ appreciates	$	(0.4	)	$	(0.1	)	$	1.5		$	—		$	—		$	—	$	(0.4	)	$	(0.1	)	$	1.5
US$ depreciates	$	0.4		$	0.1		$	(1.5	)	$	—		$	—		$	—	$	0.4		$	0.1		$	(1.5	)
10% change in US$: Euro exchange rate
US$ appreciates	$	2.7		$	(1.8	)	$	0.1		$	—		$	7.1		$	—	$	(2.7	)	$	5.3		$	0.1
US$ depreciates	$	(2.7	)	$	1.8		$	(0.1	)	$	—		$	(7.1	)	$	—	$	2.7		$	(5.3	)	$	(0.1	)
10% change in US$: Peso exchange rate
US$ appreciates	$	(0.3	)	$	1.6		$	1.0		$	—		$	—		$	—	$	(0.3	)	$	1.6		$	1.0
US$ depreciates	$	0.3		$	(1.6	)	$	(1.0	)	$	—		$	—		$	—	$	0.3		$	(1.6	)	$	(1.0	)
25 basis point change in market interest rate
Rate increases	$	(0.8	)	$	(0.8	)	$	(0.7	)	$	0.7		$	1.0		$	—	$	(0.1	)	$	0.2		$	(0.7	)
Rate decreases	$	0.8		$	0.8		$	0.7		$	(0.7	)	$	(1.0	)	$	—	$	0.1		$	(0.2	)	$	0.7
25%(2) change in common share price(3)
Price increases	$	(2.4	)	$	(2.6	)	$	(1.1	)	$	—		$	—		$	—	$	(2.4	)	$	(2.6	)	$	(1.1	)
Price decreases	$	2.4		$	2.6		$	1.1		$	—		$	—		$	—	$	2.4		$	2.6		$	1.1

(1): These sensitivities are hypothetical and should be used with caution. Changes in net income and/or other comprehensive income generally cannot be extrapolated because the relationship of the change in assumption to the change in net income and/or other comprehensive income may not be linear. In this table, the effect of a variation in a particular assumption on the amount of net income and/or other comprehensive income is calculated without changing any other factors; in reality, changes in one factor may result in changes in another, which might magnify or counteract the sensitivities. The sensitivity analysis assumes that we would realize the changes in exchange rates; in reality, the competitive marketplace in which we operate would have an effect on this assumption. No consideration has been made for a difference in the notional number of common shares associated with share-based compensation awards made during the reporting period that may have arisen due to a difference in the common share price.
(2): To facilitate ongoing comparison of sensitivities, a constant variance of approximate magnitude has been used.
(3): The hypothetical effects of changes in the price of our common shares and those of TELUS Corporation are restricted to those which would arise from our share-based compensation awards that are accounted for as liability instruments.

(g): Fair values

General

The carrying values of cash and temporary investments, accounts receivable, accounts payable and certain provisions approximate their fair values due to the immediate or short-term maturity of these financial instruments. The fair values are determined directly by reference to quoted market prices in active markets.

The fair values of the derivative financial instruments we use to manage our exposure to currency risks are estimated based upon quoted market prices in active markets for the same or similar financial instruments or on the current rates offered to us for financial instruments of the same maturity, as well as discounted future cash flows determined using current rates for similar financial instruments subject to similar risks and maturities (such fair value estimates being largely based on the Euro: US$ and Philippine peso: US$ forward exchange rates as at the statement of financial position dates).

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Notes to Consolidated Financial Statements (Continued)

Derivative

		2019							2018

As at December 31 (millions)	Designation	Maximum maturity date		Notional amount		Fair value and carrying value		Price or rate	Maximum maturity date		Notional amount		Fair value and carrying value		Price or rate
Current assets(1)
Derivatives used to manage
Currency risks arising from Philippine peso denominated purchases	HFT(3)		2020	$	28.0	$	0.8	US$:1.00 PHP:52.16		2019	$	67.1	$	0.4	US$:1.00 PHP:53.43
Currency risks arising from European euro denominated transactions	HFH(2)		2020	$	363.2	$	2.5	US$:1.00 EUR:0.89			$	—	$	—	—

						$	3.3						$	0.4



Non-current liabilities(1)
Derivatives used to manage
Interest rate risk associated with non-fixed rate credit facility amounts drawn	HFH(2)		2022	$	106.5	$	3.2	2.64%		2022	$	112.5	$	0.9	2.64%

						$	3.2						$	0.9

(1): Notional amounts of derivative financial assets and liabilities are not set off.
(2): Designated as held for hedging (HFH) upon initial recognition (cash flow hedging item); hedge accounting is applied. Unless otherwise noted, hedge ratio is 1:1 and is established by assessing the degree of matching between the notional amounts of hedging items and the notional amounts of the associated hedged items.
(3): Foreign currency hedges are designated as held for trading (HFT) upon initial recognition; hedge accounting is not applied.

Non-derivative

The fair value amounts for cash and temporary investments approximate carrying amounts due to the short-term maturities of these instruments. Our long-term debt, which is measured at amortized cost, approximates the fair value thereof due to the short-term nature of the applicable rates of interest charged.

(h): Recognition of derivative gains and losses

The following table sets out the gains and losses, excluding income tax effects, arising from derivative instruments that are classified as cash flow hedging items and their location within the Consolidated statements of income and other comprehensive income.

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Notes to Consolidated Financial Statements (Continued)

Credit risk associated with such derivative instruments, as discussed further in (b), would be the primary source of hedge ineffectiveness. There was no ineffective portion of derivative instruments classified as cash flow hedging items for the periods presented.

									Gain (loss) reclassified from other comprehensive income to income (effective portion)

	Amount of gain (loss) recognized in other comprehensive income (effective portion)
										Amount
Years Ended December 31 (millions)	2019			2018			2017		Location	2019		2018			2017
Derivatives used to manage interest rate risk
Associated with non-fixed rate credit facility amounts drawn	$	(2.7	)	$	(0.9	)	$	—	Interest expense	$	0.4	$	(0.3	)	$	—

	$	(2.7	)	$	(0.9	)		—		$	0.4	$	(0.3	)	$	—
Derivatives used to manage currency risks
Arising from Euro-denominated business acquisition	$	2.4		$	—		$	—		$	—	$	—		$	—

	$	(0.3	)	$	(0.9	)	$	—		$	0.4	$	(0.3	)	$	—

The following table sets out the gains and losses (excluding income tax effects) arising from derivative instruments that are classified as held for trading and that are not designated as being in a hedging relationship, and their location within the consolidated statements of income and other comprehensive income.

			Gain (Loss) recognized in income on derivatives

Years Ended December 31 (millions)	Location	Note	2019		2018			2017
Derivatives used to manage currency risks	Financing costs	6	$	0.3	$	(0.8	)	$	(5.1	)

5. Employee benefits expense

Years Ended December 31 (millions)	Note	2019		2018		2017

Employee benefits expense
Wages and salaries		$	609.5	$	510.1	$	357.0
Benefits			5.2		2.7		4.1
Share-based compensation	9		13.2		5.8		4.0
Pensions—defined contribution	10		2.2		0.8		0.2
Restructuring costs	11		0.3		3.1		1.2

		$	630.4	$	522.5	$	366.5

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Notes to Consolidated Financial Statements (Continued)

6. Financing costs

Years Ended December 31 (millions)	Note	2019			2018		2017

Interest expense
Interest on long-term debt, excluding lease liabilities		$	13.9		$	13.4	$	6.7
Interest on lease liabilities			13.2			—		—
Interest on short-term borrowings and other			0.8			1.9		1.8
Interest accretion on provisions	15		8.4			7.9		1.6

		$	36.3		$	23.2	$	10.1



Foreign exchange
Derivatives used to manage currency risks	4(h)	$	(0.3	)	$	0.8	$	5.1
Foreign exchange (gain) loss			(2.3	)		7.3		(5.6	)

		$	(2.6	)	$	8.1	$	(0.5	)

7. Income taxes

(a): Expense composition and rate reconciliation

Years Ended December 31 (millions)	2019			2018			2017

Current income tax expense
For current reporting period	$	25.9		$	19.8		$	17.3
Adjustments recognized in the current period for income tax of prior periods		2.1			1.3			(0.8	)

		28.0			21.1			16.5

Deferred income tax expense (recovery)
Arising from the origination and reversal of temporary differences		3.1			(0.1	)		(0.8	)
Adjustments recognized in the current period for income tax of prior periods		(5.1	)		0.9			0.1
Revaluation of deferred income tax liability		—			—			(0.1	)

		(2.0	)		0.8			(0.8	)

	$	26.0		$	21.9		$	15.7

Our income tax expense and effective income tax rate differs from that calculated by applying the applicable statutory rates for the following reasons:

Years Ended December 31 (millions)	2019					2018					2017

Income taxes computed at applicable statutory rates	$	26.8		28.2	%	$	20.3		29.4	%	$	16.6		28.0	%
Withholding and other taxes		6.8		7.1			5.1		7.3			3.6		6.1
Losses not recognized		2.0		2.1			0.7		1.1			—		—
Foreign accrual property income		9.1		9.5			7.9		11.5			6.3		10.6
Foreign tax differential		(16.3	)	(17.2	)		(15.3	)	(22.2	)		(12.3	)	(20.8	)
Adjustments recognized in the current period for income tax of prior periods		(3.0	)	(3.1	)		2.2		3.2			(0.7	)	(1.2	)
Revaluation of deferred income tax liabilities		—		—			—		—			(0.1	)	(0.2	)
Other non-deductible items		0.6		0.7			1.0		1.5			2.3		4.0

Income tax expense per consolidated statements of income and other comprehensive income	$	26.0		27.3	%	$	21.9		31.8	%	$	15.7		26.5	%

(b): Temporary differences

We must make significant estimates in respect of the composition of our deferred income taxes. Our operations are complex and the related income tax interpretations, regulations, legislation and

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Notes to Consolidated Financial Statements (Continued)

jurisprudence are continually changing. As a result, there are usually some income tax matters in question.

Temporary differences comprising the net deferred income tax asset and the amounts of deferred income taxes recognized in the consolidated statement of income and other comprehensive income and the consolidated statement of changes in owners' equity are estimated as follows:

(millions)	Note	Property, plant and equipment and intangible assets subject to amortization			Net pension and share- based compensation amounts		Debt and equity issue costs			Provisions and other			Non-capital loss carried forward		Leases		Net deferred income tax asset (liability)

As at January 1, 2018		$	(3.1	)	$	0.9	$	0.6		$	1.8		$	—	$	—	$	0.2
Additions from acquisition Note 13(b)			(38.5	)		—		—			39.0			—		—		0.5
Deferred income tax (expense) recovery recognized in														—		—
Net income			(0.9	)		1.1		(0.3	)		(0.7	)		—		—		(0.8	)
Other comprehensive income			—			—		—			0.2			—		—		0.2
Other			—			—		—			(0.4	)		—		—		(0.4	)

As at December 31, 2018		$	(42.5	)	$	2.0	$	0.3		$	39.9		$	—	$	—	$	(0.3	)

As at January 1, 2019		$	(42.5	)	$	2.0	$	0.3		$	39.9			—		—	$	(0.3	)
IFRS 16, Leases transitional amount	2(a)		—			—		—			—			—		1.3		1.3

As Adjusted			(42.5	)		2.0		0.3			39.9			—		1.3		1.0
Deferred income tax (expense) recovery recognized in Net income			1.0			0.6		(0.4	)		(1.9	)		2.7		—		2.0

As at December 31, 2019		$	(41.5	)	$	2.6	$	(0.1	)	$	38.0		$	2.7	$	1.3	$	3.0



Presented on the consolidated statement of financial position as:
Deferred income tax asset																	$	2.6
Deferred income tax liability																	$	(2.9	)

As at December 31, 2018																	$	(0.3	)

Deferred income tax asset																	$	4.7
Deferred income tax liability																		(1.7	)

As at December 31, 2019																	$	3.0

Temporary differences arise from the carrying value of the investments in subsidiaries exceeding their tax base, for which no deferred income tax liabilities have been recognized because the parent is able to control the timing of the reversal of the difference and it is probable that it will not reverse in the foreseeable future. In our specific instance, this is relevant to our investments in our non-Canadian subsidiaries. We are not required to recognize such deferred income tax liabilities, as we are in a position to control the timing and manner of the reversal of the temporary differences and it is probable that such differences will not reverse in the foreseeable future.

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(c): Other

For the year ended December 31, 2019, December 31, 2018 and December 31, 2017, the Company incurred tax losses of $10.4 million, $5.3 million, and nil, respectively, for which no deferred tax asset is recognized. Of the $10.4 million of tax losses recognized in 2019, $8.0 million can be carried forward indefinitely and $2.4 million expires in 2024.

8. Other comprehensive income

	Items that may subsequently be reclassified to income						Item never reclassified to income

(millions)	Change in unrealized fair value of derivatives			Cumulative foreign currency translation adjustment			Employee defined benefit plan re- measurements			Accumulated other comprehensive income			Other comprehensive income
Accumulated balance as at January 1, 2017	$	—		$	21.1		$	—		$	21.1		$	—
Other comprehensive income (loss)
Amount arising		(0.1	)		10.3			—			10.2			10.2
Income taxes		—			—			—			—			—
Net		(0.1	)		10.3			—			10.2			10.2

Accumulated balance as at December 31, 2017	$	(0.1	)	$	31.4		$	—		$	31.3		$	—
Other comprehensive income (loss)
Amount arising		(0.9	)		(9.9	)		0.5			(10.3	)		(10.3	)
Income taxes		0.2			—			—			0.2			0.2
Net		(0.7	)		(9.9	)		0.5			(10.1	)		(10.1	)

Accumulated balance as at December 31, 2018	$	(0.8	)	$	21.5		$	0.5		$	21.2		$	—

Opening balance adjustment for IFRS 16		—			0.1			—			0.1
As adjusted		(0.8	)		21.6			0.5			21.3			—

Other comprehensive income (loss)
Amount arising		0.1			(3.3	)		(2.7	)		(5.9	)		(5.9	)

Net		0.1			(3.3	)		(2.7	)		(5.9	)		(5.9	)

Accumulated balance as at December 31, 2019	$	(0.7	)	$	18.3		$	(2.2	)	$	(15.4	)	$	—

9. Share-based compensation

(a): Restricted share units

General

We use two classes of restricted share units as a form of retention and incentive compensation: one class is nominally equal in value to one TELUS International (Cda) Inc. Common Share, the second class is nominally equal in value to one TELUS Corporation Common Share. All of our restricted share units are cash-settled by ourselves and are accounted for as liabilities. The vesting method of restricted share units, which is determined on or before the date of grant, is cliff vesting. For the years ended December 31, 2019, December 31, 2018 and December 31, 2017, the income tax benefit arising from restricted share unit share-based compensation was $2.9 million, $1.3 million and $0.9 million, respectively.

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Notes to Consolidated Financial Statements (Continued)

TELUS International (Cda) Inc. phantom restricted share units

Each phantom restricted share unit is nominally equal in value to one TELUS International (Cda) Inc. Common Share. The restricted share units generally become payable when vesting is completed and typically vests over a period of 30 months (the requisite service period). As the TELUS International (Cda) Inc. common shares are not currently a dividend-paying share, the grant-date fair value of restricted share units equals the fair market value of the corresponding TELUS International (Cda) Inc. common shares at the grant date.

The following table presents a summary of the activity related to TELUS International (Cda) Inc. phantom restricted share units.

	US$ denominated							Canadian $ denominated

	Number of restricted share units							Number of restricted share units
	Number of restricted share units					Grant-date fair value		Number of restricted share units					Grant-date fair value
	Non-vested			Vested		Grant-date fair value		Non-vested		Vested			Grant-date fair value
Outstanding, January 1, 2017		—			—	$	—		—		32,299		$	21.36
Granted		95,936			—	$	24.81		—		—		$	—
Forfeited		(2,559	)		—	$	24.10		—		—		$	—
Exercised		(208	)		—	$	24.10		—		—		$	—

Outstanding, December 31, 2017		93,169			—	$	24.83		—		32,299		$	21.36
Granted		79,186			—	$	28.37		—		—		$	—
Forfeited		(8,806	)		—	$	25.86		—		—		$	—
Exercised		—			—	$	—		—		—		$	—

Outstanding, December 31, 2018		163,549			—	$	26.45		—		32,299		$	21.36
Granted		103,429			—	$	27.82		—		—		$	—
Forfeited		(16,105	)		—	$	26.59		—		—		$	—
Exercised		(81,280	)		—	$	24.85		—		(32,299	)	$	21.36

Outstanding, December 31, 2019		169,593			—	$	28.05		—		—		$	—

TELUS International (Cda) Inc. phantom performance share units

Each phantom performance share unit is nominally equal in value to one TELUS International (Cda) Inc. Common Share. The performance share units generally become payable when vesting is completed and typically vest over a period of 30 months (the requisite service period). These units generally have a variable payout (0%-100%) depending upon our financial performance and quality-of-service performance conditions. As the TELUS International (Cda) Inc. common shares are not currently a dividend-paying share, the grant-date fair value of performance share units equals the fair market value of the corresponding TELUS International (Cda) Inc. common shares at the grant date.

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Notes to Consolidated Financial Statements (Continued)

The following table presents a summary of the activity related to TELUS International (Cda) Inc. phantom performance share units.

	2019								2018						2017

	Number of restricted share units								Number of restricted share units						Number of restricted share units
	Number of restricted share units						Grant-date fair value		Number of restricted share units				Grant-date fair value		Number of restricted share units					Grant-date fair value
Years Ended December 31	Non-vested			Vested			Grant-date fair value		Non-vested		Vested		Grant-date fair value		Non-vested			Vested		Grant-date fair value
Outstanding, beginning of period		382,299			—		$	25.24		271,975		—	$	24.35		163,785			—	$	21.90
Granted		94,763			—		$	38.09		110,324		—	$	27.63		115,039			—	$	27.70
Forfeited		(2,500	)		—		$	27.81		—		—	$	—		(6,849	)		—	$	27.70
Vested		(177,103	)		177,103		$	—		—		—	$	—		—			—	$	—
Exercised		—			(177,103	)	$	21.90		—		—	$	—		—			—	$	—

Outstanding, end of period		297,459			—		$	31.30		382,299		—	$	25.24		271,295			—	$	24.35

Phantom TELUS Corporation restricted share units

Each restricted share unit is nominally equal in value to one TELUS Corporation common shares and is nominally entitled to the dividends that would arise thereon if it were an issued and outstanding TELUS Corporation Common Share. The notional dividends are recorded as additional issuances of restricted share units during the life of the restricted share unit. Due to the notional dividend mechanism, the grant-date fair value of restricted share units equals the fair market value of the corresponding TELUS Corporation common shares at the grant date. The restricted share units generally become payable when vesting is completed and typically vest over a period of 30 months (the requisite service period). These restricted share units generally have a variable payout (0%-100%) depending upon our financial performance and non-market quality-of-service performance conditions. The grant-date fair value of our restricted share units affected by the financial performance and non-market quality-of-service performance conditions equals the fair market value of the corresponding TELUS Corporation common shares at the grant date.

On February 13, 2020, TELUS Corporation announced a subdivision of their common shares on a two-for-one basis to be effective March 17, 2020. Unless otherwise indicated, all references to TELUS Corporation restricted share units, to the number of shares authorized, to the number of shares outstanding, to the number of shares reserved and to the per share amounts and share-based compensation information in the consolidated financial statements, have been retrospectively restated to reflect the impact of the subdivision.

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Notes to Consolidated Financial Statements (Continued)

The following table presents a summary of the activity related to TELUS Corporation restricted share units.

	2019								2018								2017

	Phantom TELUS Corporation restricted share units								Phantom TELUS Corporation restricted share units								Phantom TELUS Corporation restricted share units
	Phantom TELUS Corporation restricted share units						Weighted average grant-date fair value		Phantom TELUS Corporation restricted share units						Weighted average grant-date fair value		Phantom TELUS Corporation restricted share units						Weighted average grant-date fair value
Years Ended December 31 Canadian $ denominated	Non-vested			Vested			Weighted average grant-date fair value		Non-vested			Vested			Weighted average grant-date fair value		Non-vested			Vested			Weighted average grant-date fair value
Outstanding, beginning of period		263,128			—		$	16.45		283,106			—		$	21.84		334,036			—		$	21.03
Granted		103,556			—		$	21.38		83,040			—		$	22.63		90,778			—		$	27.51
Vested		(113,062	)		113,062			—		(98,048	)		98,048		$	—		(127,854	)		127,854		$	—
Exercised		—			(113,062	)	$	21.25		—			(98,048	)	$	19.84		—			(127,854	)	$	24.95
Forfeited		—			—			—		(4,970	)		—		$	20.49		(13,854	)		—		$	20.73

Outstanding, end of period		253,622			—		$	23.78		263,128			—		$	16.45		283,106			—		$	21.84

(1): Amounts reflect retrospective application of March 17, 2020, TELUS Corporation two-for-one share split.

(b) Share option awards

We use equity share option awards (equity-settled) and phantom share option awards (cash-settled) as a form of retention and incentive compensation. Employees may receive equity share option awards to purchase TELUS International (Cda) Inc. common shares at a price equal to, or a multiple of, the fair market value at the time of grant. Share option awards may be exercised over specific periods not to exceed ten years from the time of grant, however the awards generally may not be exercised and settled prior to the completion of an initial public offering, or other liquidity event, by TELUS International (Cda) Inc. We apply the fair value method of accounting for share-based compensation awards.

Equity share option awards generally have a three year vesting period (the requisite service period); equity share option awards granted in fiscal 2017 had a four-year vesting period and equity share options granted in fiscal 2018 and 2019 have a three-year vesting period. The vesting method of equity share option awards, which is determined on or before the date of grant, is cliff-vesting. Some equity share option awards have a variable payout (0%-100%) depending upon our financial performance and non-market quality-of-service performance conditions.

Phantom share option awards are accounted for as liability instruments and the associated liability is 50% cash-settled and 50% share-settled. Phantom share option awards generally vest 30 months following award and reflect notional exercise prices equal to the fair market value at the date of grant, but are not exercisable until an initial public offering or liquidity event occurs except for cash-settled phantom options which are exercisable 50% on vesting and 50% twelve months thereafter. Phantom share options reflect notional exercise prices equal to, or a multiple of, the fair market value at the date of grant and have a variable payout (0%-100%) depending upon our financial performance and non-market quality-of-service performance conditions.

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peers' shares. The dividend yield is the annualized dividend current at the time of grant divided by the share option award exercise price. Dividends are not paid on unexercised share option awards and are not subject to vesting.

The following table presents a summary of the activity related to our share option awards.

	US $ denominated						Canadian $ denominated

	Number of restricted share units						Number of restricted share units
	Number of restricted share units				Weighted average exercise price⁽¹⁾		Number of restricted share units				Weighted average exercise price⁽²⁾
	Non-vested		Vested		Weighted average exercise price⁽¹⁾		Non-vested		Vested		Weighted average exercise price⁽²⁾
Outstanding, January 1, 2017		573,354		—	$	30.86		—		53,822	$	21.36
Granted		174,100		—	$	27.70		—		—	$	—

Outstanding, December 31, 2017		747,454		—	$	30.12		—		53,822	$	21.36
Granted		—		—	$	—		—		—	$	—

Outstanding, January 1, 2018		747,454		—	$	30.12		—		53,822	$	21.36
Granted		111,281		—	$	27.81		—		—	$	—

Outstanding, December 31, 2018		858,735		—	$	29.83		—		53,822	$	21.36
Granted		136,078		—	$	38.09		—		—	$	—

Outstanding, December 31, 2019		994,813		—	$	31.11		—		53,822	$	21.36

(1): For options outstanding at the end of the period, the exercise prices ranged from $15.94 to $40.26. The weighted-average remaining expected life was 7.7 years.
(2): For options outstanding at the end of the period, the exercise price is $21.36. The weighted-average remaining expected life was 6.5 years.

10. Employee future benefits

Defined contribution pension plans

We have a number of registered retirement and defined contribution plans providing pension and other retirement and post-employment benefits to our employees in the form of certain statutory and other schemes. Employees in most of our foreign subsidiaries are covered by government mandated, defined contribution plans. Employees become eligible to participate in these plans on the first day of the month after their employment date. The Company may make discretionary contributions under the plans.

We offer two defined contribution pension plans, which are contributory, and these are the pension plans that we sponsor and are available to our employees. Employees, annually, can generally choose to contribute to the plans at a rate of between 3% and 6% of their pensionable earnings. Generally, we match 100% of the contributions of employees up to 5% of their pensionable earnings and 80% of employee contributions greater than that. Membership in a defined contribution pension plan is generally voluntary until an employee's third-year service anniversary. In the event that annual contributions exceed allowable maximums, excess amounts are in certain cases contributed to a non-registered, supplementary defined contribution pension plan. Our total defined contribution pension plan costs, recognized in comprehensive income for the years ended December 31, 2019, December 31, 2018 and December 31, 2017, were $0.3 million, $0.3 million and $0.2 million, respectively.

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Defined benefit pension plans

We also have a small number of Canadian-sited employees who participate in defined benefit plans, and such plans share risks between TELUS Corporation and its subsidiaries (see Note 19(a)). Disclosure about these defined benefit plans, as a whole, is made in the publicly-available TELUS Corporation consolidated financial statements.

In addition to the aforementioned plans, we have non-registered, non-contributory supplementary retirement benefit plans, which have the effect of maintaining the earned pension benefit once the allowable maximums in the registered plans are attained. As is common with non-registered plans of this nature, these plans are typically funded only as benefits are paid. Our total retirement benefit plan pension plan costs, recognized in comprehensive income for the years ended December 31, 2019, December 31, 2018 and December 31, 2017, were $1.9 million, $0.8 million; and $0.8 million, respectively. As at December 31, 2019, December 31, 2018 and December 31, 2017, we had recorded an obligation of $8.8 million, $3.7 million and $3.3 million, respectively, in respect of these plans in Provisions in the consolidated statement of financial position.

11. Restructuring and other costs

(a) Details of restructuring and other costs

With the objective of reducing ongoing costs, we incur associated incremental, non-recurring restructuring costs. We may also incur atypical charges when undertaking major or transformational changes to our business or operating models. We also include incremental external costs incurred in connection with business acquisitions in other costs.

Restructuring and other costs are presented in the consolidated statements of income and other comprehensive income as set out in the following table:

	Restructuring (b)						Other (c)						Total

Years Ended December 31 (millions)	2019		2018		2017		2019		2018		2017		2019		2018		2017
Goods and services purchased	$	3.0	$	0.1	$	1.4	$	2.8	$	0.5	$	6.3	$	5.8	$	0.6	$	7.7
Employee benefits expense		0.3		3.1		1.2		—		—		—		0.3		3.1		1.2

	$	3.3	$	3.2	$	2.6	$	2.8	$	0.5	$	6.3	$	6.1	$	3.7	$	8.9

(b) Restructuring costs

Employee-related restructuring costs include amounts in respect of restructuring activities. In 2019, restructuring activities included ongoing and incremental efficiency initiatives, including rationalization of real estate. These initiatives were intended to improve our long-term operating productivity and competitiveness.

(c) Other

Non-recurring atypical business integration expenditures and acquisition transaction costs that would have been considered neither restructuring costs, nor part of the fair value of the net assets acquired, have been included in other costs.

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12. Property, plant and equipment

		Owners Assets

		Owners Assets															Right-of use lease assets (Note 2a)
		Computer hardware and network assets
					Buildings and leasehold improvements			Furniture and equipment			Assets under construction
(millions)	Note				Buildings and leasehold improvements			Furniture and equipment			Assets under construction			Total			Buildings			Total
At cost
As at January 1, 2018		$	31.5		$	60.4		$	95.7		$	13.9		$	201.5		$	—		$	201.5
Additions			1.9			3.8			8.9			27.7			42.3			—			42.3
Additions from Acquisition	13(c)		—			1.7			0.8			—			2.5			—			2.5
Dispositions retirements and other			—			(1.1	)		(5.5	)		(0.3	)		(6.9	)		—			(6.9	)
Assets under construction put into service			3.9			5.4			9.0			(18.3	)		—			—			—
Foreign currency translation adjustments			(0.1	)		(1.2	)		(2.0	)		—			(3.3	)		—			(3.3	)

As at December 31, 2018			37.2			69.0			106.9			23.0			236.1			—			236.1
IFRS 16, Leases transitional amount			—			—			—			—			—			138.4			138.4

As at January 1, 2019, as adjusted			37.2			69.0			106.9			23.0			236.1			138.4			374.5
Additions			0.9			1.8			8.2			47.1			58.0			68.2			126.2
Dispositions retirements and other			(15.8	)		(12.7	)		17.8			(4.6	)		(15.3	)		(2.3	)		(17.6	)
Assets under construction put into service			10.4			19.9			23.1			(53.4	)		—			—			—
Foreign currency translation adjustments			(0.4	)		(0.2	)		(0.8	)		(0.9	)		(2.3	)		(1.8	)		(4.1	)

As at December 31, 2019		$	32.3		$	77.8		$	155.2		$	11.2		$	276.5		$	202.5		$	479.0



Accumulated depreciation
As at January 1, 2018		$	16.0		$	26.6		$	55.4		$	—		$	98.0		$	—		$	98.0
Depreciation			2.9			7.0			21.4			—			31.3			—			31.3
Dispositions retirements and other			—			(1.1	)		(5.1	)		—			(6.2	)		—			(6.2	)
Foreign currency translation adjustments			—			(1.1	)		(1.1	)		—			(2.2	)		—			(2.2	)

As at December 31, 2018			18.9			31.4			70.6			—			120.9			—			120.9



Depreciation			6.2			10.0			22.0			—			38.2			34.9			73.1
Dispositions retirements and other			(9.2	)		(13.5	)		7.1			—			(15.6	)		(0.3	)		(15.9	)
Foreign currency translation adjustments			0.3			(0.1	)		(0.2	)		—			—			(0.1	)		(0.1	)



As at December 31, 2019		$	16.2		$	27.8		$	99.5		$	—		$	143.5		$	34.5		$	178.0



Net Book Value
As at December 31, 2018		$	18.3		$	37.6		$	36.3		$	23.0		$	115.2		$	—		$	115.2

As at December 31, 2019		$	16.1		$	50.0		$	55.7		$	11.2		$	133.0		$	168.0		$	301.0

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13. Intangible assets and goodwill

(a) Intangible assets and goodwill, net

		Intangible assets subject to amortization

(millions)	Note	Customer contracts and related customer relationships			Software			Assets under construction			Total intangible assets			Goodwill			Total intangible assets and goodwill
At cost
As at January 1, 2018		$	32.6		$	25.1		$	0.3		$	58.0		$	228.8		$	286.8
Additions			—			1.3			6.9			8.2			—			8.2
Additions from acquisition	13(c)		80.2			0.8			0.3			81.3			195.7			277.0
Dispositions, retirements, and other			(2.9	)		(0.6	)		—			(3.5	)		—			(3.5	)
Assets under construction put into service			—			1.0			(1.0	)		—			—			—
Foreign currency translation adjustments			(1.3	)		(0.3	)		—			(1.6	)		(3.3	)		(4.9	)

As at December 31, 2018			108.6			27.3			6.5			142.4			421.2			563.6
Additions			—			0.6			4.2			4.8			—			4.8
Dispositions, retirements and other			(0.1	)		(1.5	)		—			(1.6	)		—			(1.6	)
Assets under construction put into service			—			7.0			(7.0	)		—			—			—
Foreign currency translation adjustments			(0.5	)		(0.2	)		—			(0.7	)		(2.8	)		(3.5	)

As at December 31, 2019		$	108.0		$	33.2		$	3.7		$	144.9		$	418.4		$	563.3



Accumulated amortization
As at January 1, 2018		$	5.1		$	17.9		$	—		$	23.0		$	—		$	23.0
Amortization			14.7			3.5			—			18.2			—			18.2
Dispositions, retirements, and other			(2.9	)		(0.5	)		—			(3.4	)		—			(3.4	)
Foreign currency translation adjustments			(0.1	)		(0.1	)		—			(0.2	)		—			(0.2	)

As at December 31, 2018			16.8			20.8			—			37.6			—			37.6
Amortization			14.9			4.2			—			19.1			—			19.1
Dispositions, retirements, and other			—			(1.3	)		—			(1.3	)		—			(1.3	)
Foreign currency translation adjustments			(0.2	)		—			—			(0.2	)		—			(0.2	)

As at December 31, 2019		$	31.5		$	23.7		$	—		$	55.2		$	—		$	55.2



Net book value
As at December 31, 2018		$	91.8		$	6.5		$	6.5		$	104.8		$	421.2		$	526.0

As at December 31, 2019		$	76.5		$	9.5		$	3.7		$	89.7		$	418.4		$	508.1

(b) Impairment testing of goodwill

General

As referred to in Note 1(g), the carrying value of goodwill is periodically tested for impairment and, as referred to in Note 1(c), this test represents a significant estimate for us as well as requiring significant judgments to be made.

The recoverable amount of the business has been determined based on a value-in-use calculation. There is a material degree of uncertainty with respect to the estimate of the recoverable amount, given the necessity of making key economic assumptions about the future.

We validate our recoverable amount calculation results through a market-comparable approach and an analytical review of industry facts and facts that are specific to us. That is, we estimate the recoverable amount using multiples of operating performance of comparable entities and precedent transactions in that industry.

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Annual impairment testing

For purposes of testing goodwill for impairment (as noted in Note 1(c)) each geographic area in which we operate is insufficiently distinct, making it impractical to objectively distinguish the cash flows of each region and as such, is not considered to be an individual cash generating unit.

We did not recognize an impairment charge related to our goodwill in the years ended December 31, 2019, December 31, 2018 and December 31, 2017.

Key assumptions

The value-in-use calculation uses discounted cash flow projections employ the following key assumptions: future cash flows and growth projections; associated economic risk assumptions and estimates of the likelihood of achieving key operating metrics and drivers; estimates of future capital expenditures; and the future weighted average cost of capital. We consider a range of reasonably possible amounts to use for key assumptions and decide upon amounts that represent management's best estimates of market amounts. In the normal course, we make changes to key assumptions so that they reflect current economic conditions and updates of historical information used to develop the key assumptions.

The key assumptions for cash flow projections are based upon our approved financial forecasts, which span a period of three years and are discounted, for December 2019, annual impairment test purposes, at a consolidated post-tax notional rate of 10.6% (2018 - 10.2%; 2017 - 11.0%). For impairment testing valuations, cash flows subsequent to the three-year projection period are extrapolated, for December 2019, annual impairment test purposes, using perpetual growth rates of 2.5% (2018 - 2.5%; 2017 - 2.5%); these growth rates do not exceed the long-term average growth rates observed in the markets in which we operate.

We believe that any reasonably possible change in the key assumptions on which the calculation of the recoverable amounts of our cash-generating unit is based would not cause the cash-generating unit's carrying value to exceed its recoverable amount. If the future were to adversely differ from management's best estimates for the key assumptions and associated cash flows were to be materially adversely affected, we could potentially experience future material impairment charges in respect of our goodwill.

(c) Business acquisitions

On February 6, 2018, we acquired 65% of Xavient Information Systems, a group of two information technology consulting and software services companies: Xavient Information Systems, Inc ("XIS"), with facilities in the United States and Xavient Software Solutions, Pvt Ltd ("XSS"), with facilities in India. The investment was made with a view to enhancing our ability to provide complex and higher value digital information technology and software services, improve our related sales and solutioning capabilities and acquire multi-site redundancy in support of other facilities.

In respect of the 65% acquired business, we concurrently provided a written put option to the remaining selling shareholders. The acquisition-date fair value of the puttable shares held by the non-controlling shareholders was recorded as a provision. Also concurrent with our acquisition of the initial 65% interest, the non-controlling shareholders provided us with a purchased call option, which substantially mirrors the written put option. The option to acquire the remaining 35% of the economic interest was settled on April 30, 2020, for $75.0 million, of which $25.0 million is payable on December 31, 2020.

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Notes to Consolidated Financial Statements (Continued)

We had established a provision for contingent consideration to be paid out in 2018 based on the performance of the acquired business. In respect to this provision, $10.0 million was paid out during the year ending December 31, 2018 (see Note 15).

The primary factor that contributed to the recognition of goodwill was the earnings capacity of the acquired business in excess of the net tangible assets acquired (such excess arising from the acquired workforce and the benefits of acquiring an established business). A portion of the amount assigned to goodwill is expected to be deductible for income tax purposes.

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Acquisition-date fair values

The acquisition-date fair values assigned to the assets acquired and liabilities assumed are as set out in the following table:

As at acquisition-date fair values (millions)	XSS		XIS		Combined

Assets
Current assets
Cash and temporary investments, net	$	1.7	$	5.3	$	7.0
Accounts receivable(1)		0.1		26.3		26.4
Due from affiliated companies		15.8		—		15.8
Prepaid expenses		0.4		1.0		1.4

		18.0		32.6		50.6



Non-current assets
Property, plant and equipment
Buildings and leasehold improvements		1.5		0.2		1.7
Furniture and equipment		0.7		0.1		0.8
Intangible assets subject to amortization
Customer contracts and related customer relationships(2)		—		80.2		80.2
Software		0.8		—		0.8
Assets under construction		0.3		—		0.3
Deferred income taxes		0.5		—		0.5
Other long-term assets		3.2		0.1		3.3

		7.0		80.6		87.6

Total identifiable assets acquired		25.0		113.2		138.2



Liabilities
Current liabilities
Accounts payable and accrued liabilities		3.3		15.4		18.7
Short-term borrowings		—		4.6		4.6
Due to affiliated companies		—		15.8		15.8
Income and other taxes payable		3.4		—		3.4

		6.7		35.8		42.5



Non-current liabilities
Provisions		2.0		—		2.0

		2.0		—		2.0

Total liabilities assumed		8.7		35.8		44.5



Net identifiable assets acquired		16.3		77.4		93.7
Goodwill		4.9		190.8		195.7

Net assets acquired	$	21.2	$	268.2	$	289.4



Acquisition effected by way of:
Cash consideration	$	21.2	$	80.2	$	101.4
Holdback paid into escrow		—		11.0		11.0
Equity consideration		—		15.0		15.0
Provision for written put option to acquire non-controlling interest and contingent consideration		—		162.0		162.0

	$	21.2	$	268.2	$	289.4

(1): The fair value of accounts receivables is equal to the gross contractual amounts receivable and reflects the best estimates at the acquisition date of the contractual cash flows expected to be collected.
(2): Customer contracts and related customer relationships are expected to be amortized over a period of 10 years.

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Notes to Consolidated Financial Statements (Continued)

Pro forma disclosures

The following pro forma supplemental information represents certain results of operations as if the business acquisitions noted above had been completed at the beginning of the fiscal 2018 year.

Year Ended December 31, 2018 (millions)	As reported(1)		Pro forma(2)

Operating Revenues	$	847.2	$	857.0
Net income	$	47.1	$	49.1

(1): Operating revenues and net income for the year ended December 31, 2018, include $128.2 million and $15.2 million respectively, in respect of Xavient. This includes an incremental $7.3 million of amortization expense in connection with the intangible assets recognized as part of the purchase price equation and an incremental $2.5 million of interest expense as a result of the incremental borrowings on our credit facility to finance the acquisition in 2018.
(2): Pro forma amounts for the year ended December 31, 2018, reflect the acquired business. The results of the acquired business have been included in our Consolidated Statements of Income and Other Comprehensive Income effective the dates of acquisition.

The pro forma supplemental information is based on estimates and assumptions which are believed to be reasonable. The pro forma supplemental information is not necessarily indicative of our consolidated financial results in future periods or the results that actually would have been realized had the business acquisitions been completed at the beginning of the periods presented.

(d) Business acquisitions—subsequent to reporting period

Competence Call Center

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Notes to Consolidated Financial Statements (Continued)

Preliminary acquisition-date fair values

As at acquisition-date fair values (millions US$)

Assets
Current assets
Cash	$	67.9
Accounts receivable(1)		48.7
Other		1.4

		118.0

Non-current assets
Property, plant and equipment
Owned assets		15.9
Right-of-use lease assets		30.2
Intangible assets subject to amortization(2)		569.9
Other		1.7
		617.7

Total identifiable assets acquired		735.7



Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	32.0
Income and other taxes payable		49.4
Current maturities of long-term debt		8.1

		89.5

Non-current liabilities
Long-term debt		161.0
Deferred income taxes		164.6

		325.6
Total liabilities assumed		415.1



Net identifiable assets acquired		320.6
Goodwill		552.4

Net assets acquired	$	873.0



Acquisition effected by way of:
Cash consideration	$	873.0

(1): The fair value of accounts receivable is equal to the gross contractual amounts receivable and reflects the best estimates at the acquisition dates of the contractual cash flows expected to be collected.
(2): Customer contracts and customer relationships (including those related to customer contracts) are generally expected to be amortized over periods of 10 years; standard operating procedures are expected to be amortized over periods of 5 years; brands are expected to be amortized over periods of 3 years, and software is expected to be amortized over periods of 3 to 5 years.

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Notes to Consolidated Financial Statements (Continued)

Managed IT Services

On April 1, 2020, TELUS International acquired the MITS business from our parent, TELUS Corporation, for equity consideration of 785,660 Class C common shares, with a fair value of $48.8 million (see Note 17(a)). MITS is a leading provider of managed IT services in Canada, offering a mix of cloud technologies, IT sourcing and managed hosting. TELUS International acquired the MITS assets with a view to enhancing its Digital Contact Center Outsourcing portfolio, which continues to be a growing segment in the marketplace.

Lionbridge AI

14. Leases

See Note 2(a) for details of significant changes to IFRS-IASB which have been applied effective January 1, 2019.

We have the right-of-use buildings under leases. We use these real estate leases for office purposes.

Maturity analyses of lease liabilities are set out in Note 4(c) and Note 16(d); the period interest expense in respect thereof is set out in Note 6. The additions to, the depreciation charges for, and the carrying amount of, right-of-use lease assets are set out in Note 12. The payments are set out in Note 20(d).

We do not currently have any low-value or short-term leases, however, should they arise, we would not elect the practical expedient of excluding these leases from lease accounting.

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Notes to Consolidated Financial Statements (Continued)

15. Provisions

(millions)	Note	Employee related			Written put options			Other			Total

As at January 1, 2018		$	5.1		$	64.9			—		$	70.0
Additions			0.2			145.5			16.5			162.2
Use			—			—			(10.0	)		(10.0	)
Reversal			—			(12.6	)		—			(12.6	)
Additions from acquisition	13(c)		2.0			—			—			2.0
Interest effect			—			7.9			—			7.9
Foreign currency translation adjustments			—			(3.0	)		—			(3.0	)

As at December 31, 2018			7.3			202.7			6.5			216.5

Current			—			—			6.5			6.5
Non-current			7.3			202.7			—			210.0

As at December 31, 2018		$	7.3		$	202.7		$	6.5		$	216.5

Additions		$	6.7		$	0.1		$	10.2		$	17.0
Use			(0.6	)		(50.1	)		(5.2	)		(55.9	)
Reversal			—			(12.2	)		(1.3	)		(13.5	)
Interest effect			—			8.3			0.1			8.4
Foreign currency translation adjustments			0.1			(1.8	)		—			(1.7	)

As at December 31, 2019		$	13.5		$	147.0		$	10.3		$	170.8

Current			—			—		$	10.3		$	10.3
Non-current		$	13.5		$	147.0			—		$	160.5

As at December 31, 2019		$	13.5		$	147.0		$	10.3		$	170.8

Employee-related

The employee-related provisions are largely in respect of statutory obligations due to staff departures and retirements. The timing of the cash outflows in respect of the balance accrued as at the financial statement date will occur over an indeterminate period.

Written put options

In connection with two business acquisitions we established a provision for written put options in respect of non-controlling interests.

During the year ended December 31, 2018, there was a $12.6 million reversal of the established provision to acquire the remaining non-controlling VoxPro interest as a result of revaluation of the liability as a result of change in the estimates underlying the provision, which was recognized in Changes in business combination-related provisions. In December 2019, $50.8 million cash was paid to acquire the remaining non-controlling interest in VoxPro Limited, resulting in a $2.2 million gain being recognized in Changes in business combination-related provisions.

During the year ended December 31, 2019 there was a $10.0 million reversal of the established provision to acquire the remaining non-controlling interest in Xavient as a result of revaluation of the liability as a result of change in the estimates underlying the provision, which was recorded in Changes in business combination-related provisions.

On April 30, 2020, we settled the option to acquire the remaining non-controlling interest in Xavient Digital LLC for cash consideration of $75.0 million, of which $25.0 million is payable on

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December 31, 2020. This will result in a reversal of the established provision for put liability, which will trigger a gain on settlement of $50.5 million.

Other

Upon acquisition of Xavient Digital LLC, we had established a provision for contingent consideration, of which $5.2 million was paid out during the year ended December 31, 2019, triggering a $1.3 million reversal of the established provision, which is recorded in Changes in business combination-related provisions in the consolidated statements of income and other comprehensive income.

During the year ended December 31, 2019, we received $10.0 million cash from an escrow account created in connection with the Xavient Digital LLC acquisition to be held in trust and disbursed to fund expenses incurred in connection with a claim made inter alia against Xavient Digital LLC Note 18(b). As there was material uncertainty surrounding the conclusion of this claim, a provision was established for the $10.0 million received in trust. During the six months ended June 30, 2020, the claim was settled and the excess amount in escrow was refunded to the Sellers.

16. Long-term debt

(a) Details of long-term debt

As at December 31 (millions)	Note	2019			2018

Credit facility	(b)	$	335.5		$	312.5
Deferred debt transaction costs			(3.7	)		(4.9	)

			331.8			307.6

Lease liabilities	(c)		188.7			0.4

Long-term debt		$	520.5		$	308.0



Current		$	42.8		$	6.0
Non-current			477.7			302.0

Long-term debt		$	520.5		$	308.0

(b) Credit facility

	2019						2018

As at December 31 (millions)	Revolving component		Term loan component(1)		Total		Revolving component		Term loan component		Total
Available	$	121.0		N/A	$	121.0	$	150.0		N/A	$	150.0
Outstanding		229.0		106.5		335.5		200.0		112.5		312.5

	$	350.0	$	106.5	$	456.5	$	350.0	$	112.5	$	462.5

(1): We have entered into a receive-floating interest rate, pay-fixed interest rate exchange agreement that effectively converts our interest obligations on the debt to a fixed rate of 2.64% plus applicable margins.

As at December 31, 2019, and December 31, 2018, we had a bank facility in the amount of $456.5 million and $462.5 million, respectively, secured by our assets, expiring on December 20, 2022, with a syndicate of financial institutions. The credit facility is non-recourse to TELUS Corporation. As at December 31, 2019, $335.5 million was outstanding with a weighted average interest rate of 3.25% (2018—4.22%).

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The credit facility bears interest at prime rate, U.S. Dollar Base Rate, a bankers' acceptance rate or London interbank offered rate ("LIBOR") (as such terms are used or defined in the credit facility), plus applicable margins. The credit facility contains customary representations, warranties and covenants, including two quarter-end financial ratio tests: the net debt to EBITDA^(4)*—excluding restructuring and other costs, must not exceed 3.25:1.00, and our EBITDA to debt service charges (interest and scheduled principal repayment) ratio which must not be less than 1.50:1.00, each as defined under the credit facility. If an acquisition with an aggregate cash consideration in excess of $60 million occurs in any twelve-month period, the maximum permitted net debt to EBITDA ratio may be increased to 4.00:1.00 and shall return to 3.25:1.00 after six fiscal quarters.

As at December 31, 2019 and 2018, we were in compliance with all financial covenants, financial ratios and all of the terms and conditions of our long-term debt agreements.

The term loan is subject to an amortization schedule which requires that 1.25% of the principal advanced be repaid each quarter throughout the term of the agreement, with the balance due at maturity. As at December 31, 2019, and December 31, 2018, we had liquidity of $121.0 million and $150.0 million, respectively, available under the revolving component of our credit facility, and $2.2 million and $0.8 million, respectively, available under local credit facilities in our subsidiaries.

(c) Lease liabilities

See Note 2(a) for details of significant changes to IFRS-IASB which have been applied effective January 1, 2019.

Leases are subject to amortization schedules, which results in the principal being repaid over various periods, including reasonably expected renewals. The weighted average interest rate on lease liabilities was approximately 7.07% as at December 31, 2019.

^(4)*: EBITDA does not have any standardized meaning prescribed by IFRS-IASB and therefore may not be comparable to similar measures presented by other issuers; we define EBITDA as operating revenues less goods and services purchased and employee benefits expense. We have issued guidance on, and reported, EBITDA because it is a key measure that management uses to evaluate the performance of our business, and it is also utilized in measuring compliance with certain debt covenants.

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(d) Long-term debt maturities

Anticipated requirements to meet long-term debt repayments, calculated upon such long-term debts owing as at December 31, 2019, are as follows:

Composite long-term debt Years ending December 31 (millions)	Long-term debt, excluding leases		Leases		Total

2020	$	6.0	$	36.9	$	42.9
2021		6.0		35.3		41.3
2022		323.5		28.1		351.6
2023		—		27.1		27.1
2024		—		16.5		16.5
2025-2029		—		32.2		32.2
Thereafter		—		12.6		12.6

Future cash outflows in respect of composite long-term debt principal repayments		335.5		188.7		524.2
Future cash outflows in respect of associated interest and like carrying costs(1)		26.7		46.7		73.4

Undiscounted contractual maturities (Note 4(c))	$	362.2	$	235.4	$	597.6

(1): Future cash outflows in respect of associated interest and like carrying costs for amounts drawn under our credit facilities (if any) have been calculated based upon the rates in effect at December 31, 2019.

(e) Subsequent events

In connection with the acquisition of Competence Call Center on January 31, 2020, as discussed further in Note 13(d), incremental amounts of $714.0 million were drawn on the facility. Concurrently, the bank credit facility was amended with an expiry date of January 28, 2025, the revolving and amortizing term loan components were each increased to $600.0 million and TELUS Corporation (as 12.5% lender) joined the lending syndicate. The quarter-end net debt to EBITDA financial ratio test was amended such that the ratio must not exceed: 4.75:1.00 during fiscal 2020; 4.25:1.00 during fiscal 2021; and 3.50:1.00 subsequently. The quarter-end operating cash flow to debt service financial ratio test was unchanged, as was the term loan component remaining subject to an amortization schedule which requires that 5% of the principal advanced be repaid each year of the term of the agreement, with the balance due at maturity.

In the second quarter of 2020, we also entered into cross currency interest rate swaps used to hedge the currency risk arising on translation of the net investment in Competence Call Center, which is a European euro subsidiary.

In connection with the acquisition of Lionbridge AI on December 31, 2020, as discussed further in Note 13(d), we financed the acquisition partly with borrowings of $709.0 million under our credit agreement, of which $265.0 million was drawn on the term loan facilities, and the remainder on the revolving facilities. Concurrently, the credit facility was amended and expanded with TELUS' share of the credit facility decreasing to 8.8% at an aggregate level based on the total size of the credit facilities. Additionally, the quarter-end net debt to EBITDA ratios have been updated to not exceed: 5.25:1.00 during fiscal 2021; 4.50:1:00 during fiscal 2022; and 3.75:1:00 subsequently. The quarter-end operating cash flow to debt service ratio did not change.

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17. Share capital

(a) Authorized share capital

Our authorized and issued share capital is as follows:

	Authorized			Issued

As at December 31	2019	2018	2017	2019		2018		2017
Preferred Shares
Convertible Redeemable Preferred A Shares	unlimited	unlimited	unlimited		—		—		—
Convertible Redeemable Preferred B Shares	unlimited	unlimited	unlimited		—		—		—
Common Shares
Class A	unlimited	unlimited	unlimited		26,836,110		26,836,110		25,907,000
Class B	unlimited	unlimited	unlimited		14,500,290		14,500,290		14,000,000
Class C	unlimited	unlimited	unlimited		93,000		93,000		93,000
Class D	unlimited	unlimited	unlimited		722,021		722,021		—

The Convertible Redeemable Preferred A Shares are redeemable at Cdn$10,000 per share and are convertible by us into Class A common shares having the same fair value at the time of conversion. The Convertible Redeemable Preferred B Shares are redeemable at Cdn$1,000 per share and are convertible by us into Class A common shares having the same fair value at the time of conversion.

Class A common shares are entitled to 1.0001 vote per Class A Common Share; Class B common shares are entitled to 1.0000 vote per Class B Common Share; Class C common shares are entitled to 1.0002 vote per Class C Common Share; and Class D common shares are non-voting. The Class A common shares are convertible, at any time, at the option of the holder and without payment of additional consideration, into Class C common shares on a one-for-one basis. Each class of common shares have an unlimited dividend entitlement without a corresponding dividend on another class of common shares.

With respect to priority in the distribution of assets in the event of our liquidation, dissolution or winding-up, whether voluntary or involuntary, or any other distribution of our assets among our shareholders for the purpose of winding up our affairs, preferences are as follows:

•: Convertible Redeemable Preferred A Shares in priority to all classes of common shares and on par with the Convertible Redeemable Preferred B Shares;
•: Convertible Redeemable Preferred B Shares in priority to all classes of common shares and on par with the Convertible Redeemable Preferred A Shares;
•: Class A common shares, Class B common shares, Class C common shares, Class D common shares rank pari-passu

As at December 31, 2019, December 31, 2018, and December 31, 2017, there were 373, 44,063 and 58,794, respectively, Class C shares, owned by TELUS Corporation, reserved for issuance for the share option plan (see Note 9(b)).

As at December 31, 2019, TELUS International is holding 108,303 Class D shares issued to Xavient Information Systems Holdings LLC in escrow. These were returned to the sellers in connection with the settlement of the litigation in 2020.

On February 6, 2018, as part of the close of the Xavient acquisition, 541,516 Class D common shares were issued with a fair value of $15.0 million (see Note 13(c)).

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Notes to Consolidated Financial Statements (Continued)

Also on February 6, 2018, 929,110 Class A common shares, worth $25.7 million, were issued to TELUS Corporation, offsetting an existing intercompany advance, and 500,290 Class B common shares were issued to Baring Private Equity Asia for cash proceeds of $13.9 million. The proceeds from this issuance were used to finance the purchase of Xavient.

On February 12, 2018, 180,505 Class D common shares were issued to a company controlled by a member of our Senior Leadership Team for cash proceeds totaling $5.0 million. These shares were subsequently repurchased by TELUS on November 29, 2019.

Subsequent Events

On January 29, 2020, concurrent with the acquisition of Competence Call Center (Note 13(d)), we issued 3,260,580 Class A common shares and 50,000 Class C common shares to our controlling shareholder for $126.1 million and 1,782,620 Class B common shares to a non-controlling shareholder, Baring Private Equity, for $67.9 million. The proceeds from these share issuances were used to finance the acquisition of Competence Call Center (See Note 13(d)). In addition, on January 31, 2020 we issued 1,449,004 Class E common shares to new shareholders for proceeds of $90.0 million. The per share value paid in connection with the issuances of Class A, B, and C Common Shares to our controlling shareholder and Baring Private Equity Asia in connection with the Competence Call Center business acquisition of $38.09 per share was less than the per share value of $62.10 per share paid by the new shareholders of Class E Common Shares.

On April 1, 2020, we issued 785,660 Class C common shares for proceeds of $48.8 million to our controlling shareholder as consideration for a common control transaction (See Note 13(d)). We also issued 1,207,729 Class A Common Shares to our controlling shareholder for proceeds of $75.0 million to finance the buy-out of the non-controlling interest in Xavient Digital in April 2020. Concurrently, we provided Baring Private Equity Asia with an option to purchase up to 1,070,253 Class B common shares at an exercise price of $62.10 per share. Baring has elected to exercise the option for aggregate consideration for $66.5 million. The option was settled on October 19, 2020.

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Notes to Consolidated Financial Statements (Continued)

On December 29, 2020, in connection with the acquisition of Lionbridge AI (Note 13(d)), we issued 1,678,242 Class A common shares to TELUS for $149.6 million in cash and 901,101 Class B common shares to Baring for $80.4 million in cash to finance the acquisition. The per share value paid in connection with the issuances of Class A and B Common Shares to our controlling shareholder and Baring Private Equity Asia, respectively, in connection with the Lionbridge AI acquisition was $89.17 per share based on an estimate of fair market value as of September 30, 2020. The price per share for the Class A and B Common Shares did not compensate our controlling shareholder or Baring for identifying Lionbridge AI as an acquisition target, providing a source of financing for the acquisition or for any consulting or other service.

(b) Per share amounts

Basic net income per common share is calculated by dividing net income attributable to common shares by the total weighted average number of common shares outstanding during the period. Diluted net income per common share is calculated to give effect to share option awards and restricted share units.

The following table presents reconciliations of the denominators of the basic and diluted per share computations. Net income was equal to diluted net income for all periods presented.

Years Ended December 31

Basic total weighted average number of common shares outstanding	42,151,421	41,931,848	40,000,000
Effect of dilutive securities
Share option awards	139,801	89,310	72,809

Diluted total weighted average number of common shares outstanding	42,291,222	42,021,158	40,072,809

18. Contingent liabilities

(a) Indemnification obligations

As at December 31, 2019, and December 31, 2018, we had no liability recorded in respect of indemnification obligations.

(b) Claims and lawsuits

A class action was filed in the United States District Court-Southern District of California against TransUnion and us. Rental Screening Solutions Inc. alleged that the plaintiff's privacy rights were violated due to the recording of certain cellular phone conversations without the plaintiff's knowledge or consent. A Court supported mediation was held on March 23, 2018, during which the parties agreed

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to settle the class action. The settlement received final Court approval on May 9, 2019 and the settlement payments were made in August 2019.

On December 12, 2018, a claim was filed against Xavient Digital LLC and the prior owners of Xavient by a former customer of Xavient. Five of the nine claims against Xavient Digital LLC were successfully defeated during a hearing in June 2019, and October 2019. Subsequently, the defendants submitted several forms of written discovery to the Plaintiff. In addition, Defendants moved for summary judgment to defeat the remaining claims with a trial date set for April 2020. Management believes that the ultimate resolution of this claim and legal proceeding is unlikely to have a material effect on our financial statements. The amount of any loss is not estimable and is protected by indemnity and funds released from escrow and in the custody of TELUS International. No additional provision for litigation has been recorded as of December 31, 2019, in connection with this claim. The claim was settled in 2020 for $3.0 million.

19. Related party transactions

(a) Transactions with TELUS Corporation

General

TELUS Corporation produces consolidated financial statements available for public use and is the ultimate parent and controlling party of TELUS International (Cda) Inc.

Recurring transactions

Certain of our employees also participate in TELUS Corporation share-based compensation plans. TELUS Corporation charges these amounts to us at cost, net of hedging effects where applicable.

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We also participate in defined benefit pension plans that share risks between TELUS Corporation and its subsidiaries.

	2019									2018									2017

As at, or Year Ended December 31 (millions)	TELUS Corporation (parent)			Subsidiaries of TELUS Corporation			Total			TELUS Corporation (parent)			Subsidiaries of TELUS Corporation			Total			TELUS Corporation (parent)			Subsidiaries of TELUS Corporation			Total
Transactions with TELUS Corporation and subsidiaries
Revenues from services provided to	$	—		$	267.7		$	267.7		$	—		$	203.2		$	203.2		$	—		$	182.2		$	182.2
Goods and services purchased (from)		—			(4.9	)		(4.9	)		—			(5.4	)		(5.4	)		—			(4.2	)		(4.2	)

		—			262.8			262.8			—			197.8			197.8			—			178.0			178.0

Receipts from related parties		(0.2	)		(251.3	)		(251.5	)		—			(199.3	)		(199.3	)		(26.2	)		(182.6	)		(208.8	)
Payments to related parties		27.3			—			27.3			19.4			—			19.4			38.1			15.4			53.5
Payments made by related parties on our behalf		(26.1	)		(9.5	)		(35.6	)		(15.0	)		(12.1	)		(27.1	)		(25.3	)		(20.7	)		(46.0	)
Issuance of Common A Shares		—			—			—			25.7			—			25.7			—			—			—
Foreign currency adjustments		0.1			—			0.1			0.7			(0.3	)		0.4			(0.4	)		0.1			(0.3	)

Change in balance		1.1			2.0			3.1			30.8			(13.9	)		16.9			(13.8	)		(9.8	)		(23.6	)

Accounts with TELUS Corporation and subsidiaries
Balance, beginning of period		1.9			(0.8	)		1.1			(28.9	)		13.1			(15.8	)		(15.1	)		22.9			7.8

Balance, end of period	$	3.0		$	1.2		$	4.2		$	1.9		$	(0.8	)	$	1.1		$	(28.9	)	$	13.1		$	(15.8	)



Accounts with TELUS Corporation and subsidiaries
Due from	$	3.0		$	27.2		$	30.2		$	3.1		$	8.3		$	21.4		$	—		$	27.2		$	27.2
Due to		—			(26.0	)		(26.0	)		(1.2	)		(19.1	)		(20.3	)		(28.9	)		(14.1	)		(43.0	)

	$	3.0		$	1.2		$	4.2		$	1.9		$	(0.8	)	$	1.1		$	(28.9	)	$	13.1		$	(15.8	)

In the consolidated statement of financial position, amounts due from affiliates and amounts due to affiliates are generally due 30 days from billing and are cash-settled on a gross basis.

Other transactions

On February 6, 2018, 929,110 Class A common shares, with a fair value of $25.7 million, were issued to TELUS Corporation, in connection with the acquisition of Xavient.

On April 1, 2020, we issued 785,660 Class C common shares for proceeds of $48.8 million to our controlling shareholder as consideration for the acquisition of MITS, a common control transaction (See Note 13(d)). We also issued 1,207,729 Class A common shares to our controlling shareholder for proceeds of $75.0 million to finance the buy-out of the non-controlling interest in Xavient Digital in April 2020.

On December 29, 2020, concurrent with the acquisition of Lionbridge AI (Note 13(d)), we issued 1,678,242 Class A common shares to our controlling shareholder for $149.6 million (Note 17(a)). The proceeds from these share issuances were used to finance the acquisition.

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(b) Transactions with Baring Private Equity Asia

General

Baring Private Equity Asia exercises significant influence on TELUS International (Cda) Inc.

Recurring transactions

As at, and during the year ended December 31, 2019, and December 31, 2018, there were no balances due to or due from, or recurring transactions with, Baring Private Equity Asia.

Other transactions

On February 6, 2018, 500,290 Class B common shares were issued to Baring Private Equity Asia for cash proceeds totaling $13.9 million.

On January 29, 2020, concurrent with the acquisition of Competence Call Center (Note 13(d)), we issued 1,782,620.1 Class B common shares to Baring, for cash proceeds of $67.9 million (Note 17(a)). The proceeds from these share issuances were used to finance the acquisition.

On September 29, 2020, Baring has elected to exercise its option to purchase 1,070,253 Class B common shares for aggregate consideration of $66.5 million.

On December 29, 2020, concurrent with the acquisition of Lionbridge AI (Note 13(d)), we issued 901,101 Class B common shares to Baring, for cash proceeds of $80.4 million (Note 17(a)). The proceeds from these share issuances were used to finance the acquisition.

(c) Senior Leadership Team

Our Senior Leadership Team shares authority and responsibility for overseeing, planning, directing and controlling our activities. Total compensation expense for the Senior Leadership Team, and the composition thereof, is as follows:

Years Ended December 31 (millions)	2019		2018		2017

Short-term benefits	$	3.2	$	3.0	$	2.8
Post-employment pension⁽¹⁾ and other benefits	$	0.6	$	0.5	$	0.4
Share-based compensation	$	6.0	$	3.8	$	3.2

(1): Some of our Senior Leadership Team members are members of our Pension Plan for Management and Professional Employees of TELUS Corporation and certain other non-registered, non-contributory supplementary defined benefit pension plans.

As disclosed in Note 9, we made initial awards of share-based compensation in 2019, 2018 and 2017, including, as set out below, to our Senior Leadership Team. As most of these awards are graded-vesting and have multi-year requisite service periods, the related expense will be recognized ratably over a period of years and thus only a portion of the initial awards is included in the amounts in the table above.

•: In 2019, we awarded 83,818 TELUS phantom restricted share units and 61,560 TELUS International Phantom restricted share units with a grant-date-fair-value of $21.38 and $38.09, respectively. In 2019, we also granted 102,426 equity and cash-settled options with an exercise price of $38.09

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•: In 2018, we awarded 65,828 TELUS Phantom restricted share units and 70,653 TELUS International Phantom restricted share units with a grant-date-fair-value of $22.63 and $27.81, respectively. In 2018, we also granted 102,429 equity and cash-settled options with an exercise price of $27.81
•: In 2017, we awarded 76,712 TELUS Phantom restricted share units and 72,720 TELUS International Phantom restricted share units with a grant-date-fair-value of $27.51 and $27.70, respectively. In 2017, we also granted 121,200 equity and cash-settled options with an exercise price of $27.70

Employment agreements with members of the Senior Leadership Team typically provide for severance payments if an executive's employment is terminated without cause: generally, 18 months of base salary and performance bonus, benefits and accrual of pension service in lieu of notice. In the event of a change in control, Executive Leadership Team members are not entitled to treatment any different than that given to our other employees with respect to non-vested share-based compensation.

20. Additional financial information

(a) Statements of income and other comprehensive income

We have two customers which account for more than 10% of our operating revenues for the years ended December 31, 2019, December 31, 2018 and December 31, 2017. In the years ended December 31, 2019, December 31, 2018 and December 31, 2017, TELUS Corporation and its affiliates accounted for 25.5%, 24.0%, and 31.4%, respectively, of our operating revenue. One arm's-length party accounted for approximately 11.0%, 11.0%, and 14.0% of our operating revenues for the years ended December 31, 2019, December 31, 2018 and December 31, 2017, respectively.

(b) Statements of financial position

As at December 31 (millions)	Note	2019			2018

Accounts receivable
Customer accounts receivable	4(b)	$	109.8		$	82.3
Accrued receivables—customer			57.0			53.0
Allowance for doubtful accounts	4(b)		(1.8	)		(2.9	)

			165.0			132.4
Accrued receivables—current			11.6			4.7

		$	176.6		$	137.1



Other long-term assets
Accrued receivables—non-current		$	25.8		$	14.9
Deferred expenses			1.0			0.8

		$	26.8		$	15.7



Accounts payable and accrued liabilities
Accrued liabilities		$	34.7		$	42.7
Payroll and other employee-related liabilities			58.3			45.4
Restricted share units liability			9.5			8.1

			102.5			96.2

Trade accounts payable			20.3			9.2
Other			29.4			10.3

		$	152.2		$	115.7

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Notes to Consolidated Financial Statements (Continued)

(c) Statements of cash flows—operating activities and investing activities

Years Ended December 31 (millions)		2019			2018			2017

Net change in non-cash operating working capital
Accounts receivable		$	(38.0	)	$	(33.1	)	$	26.3
Due to and from affiliated companies, net			(3.1	)		8.8			(2.6	)
Prepaid expenses			(4.0	)		1.1			2.7
Other long-term assets			(11.1	)		(0.6	)		(11.5	)
Accounts payable and accrued liabilities			25.0			3.7			(4.4	)
Income and other taxes receivable and payable, net			0.4			(3.4	)		(1.0	)
Advance billings and customer deposits			(9.5	)		9.6			1.3
Provisions			11.9			—			1.7
Other long-term liabilities			0.2			—			—

		$	(28.2	)	$	(13.9	)	$	12.5



Cash payments for capital assets
Capital asset additions
Capital expenditures
Property, plant and equipment	12	$	(126.2	)	$	(42.3	)	$	(35.8	)
Intangible assets	13		(4.8	)		(8.2	)		(5.6	)
			(131.0	)		(50.5	)		(41.4	)
Additions arising from leases	12		68.2			—			—
Change in associated non-cash investing working capital			10.1			3.0			(3.1	)

		$	(52.7	)	$	(47.5	)	$	(44.5	)

(d) Changes in liabilities arising from financing activities

				IFRS 16, Leases transitional amount (Note 2(a))					Statements of cash flows					Non-cash changes

	As previously reported					As adjusted			Issued or received		Redemptions, repayments or payments			Non-cash changes		End of period
(millions) Year Ended December 31, 2019	As previously reported					As adjusted			Issued or received		Redemptions, repayments or payments			Other		End of period
Long-term debt
TELUS International (Cda) Inc. credit facility	$	312.5		$	—	$	312.5		$	72.0	$	(49.0	)	$	—	$	335.5
Lease liabilities		0.4			154.3		154.7			—		(47.0	)		81.0		188.7
Deferred debt transaction costs		(4.9	)		—		(4.9	)		—		—			1.2		(3.7	)

	$	308.0		$	154.3	$	462.3		$	72.0	$	(96.0	)	$	82.2	$	520.5



Short-term borrowings	$	—		$	—	$	—		$	0.6	$	(0.6	)	$	—	$	—

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TELUS International (Cda) Inc.

Notes to Consolidated Financial Statements (Continued)

				Statements of cash flows					Non-cash changes

	Beginning of period			Issued or received		Redemptions, repayments or payments			Non-cash changes			End of period
(millions) Year Ended December 31, 2018	Beginning of period			Issued or received		Redemptions, repayments or payments			Other			End of period
Long-term debt
TELUS International (Cda) Inc. credit facility	$	275.6		$	75.0	$	(38.1	)	$	—		$	312.5
Deferred debt transaction costs		(6.1	)		—		(0.5	)		1.7			(4.9	)
VoxPro Limited long-term debt		0.8			—		—			(0.4	)		0.4
		270.3			75.0		(37.6	)		1.3			308.0



Short-term borrowings
Xavient promissory note	$	—		$	10.0	$	(10.0	)	$	—		$	—
Additions from acquisition		—			—		(4.6	)		4.6			—

	$	—		$	10.0	$	(14.6	)	$	4.6		$	—



Intercompany advances
Received from TELUS Corporation	$	26.2		$	—	$	—		$	(26.2	)	$	—

			Statements of cash flows					Non-cash changes

	Beginning of period		Issued or received		Redemptions, repayments or payments			Non-cash changes		End of period
(millions) Year Ended December 31, 2017	Beginning of period		Issued or received		Redemptions, repayments or payments			Other		End of period
Long-term debt
TELUS International (Cda) Inc. credit facility	$	247.0	$	66.0	$	(43.6	)	$	0.1	$	269.5
VoxPro Limited long-term debt		—		—		—			0.8		0.8

	$	247.0	$	66.0	$	(43.6	)	$	0.9	$	270.3



Intercompany advances
Received from TELUS Corporation	$	—	$	26.2	$	—		$	—	$	26.2

21. Segment reporting

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TELUS International (Cda) Inc.

Notes to Consolidated Financial Statements (Continued)

(a) Geographical information

Years Ended December 31 (millions)	2019		2018		2017

Revenues by geographic area
Philippines	$	283.5	$	240.2	$	209.2
United States		242.5		165.5		66.8
Guatemala		118.4		71.7		104.8
Ireland		94.1		107.5		28.5
El Salvador		91.4		101.1		62.3
Bulgaria		89.5		75.5		64.4
India		42.4		28.1		—
Romania		38.7		29.5		22.9
Canada		16.0		14.9		13.1
China		2.7		—		—
United Kingdom		0.4		0.6		1.2

	$	1,019.6	$	834.6	$	573.2

As at December 31 (millions)	2019		2018

Net long-lived assets by geographic area
Philippines	$	96.4	$	38.7
United States		496.6		483.8
Guatemala		46.9		22.9
Ireland		63.4		32.7
El Salvador		23.0		25.8
Bulgaria		37.1		11.9
India		17.8		7.3
Romania		7.7		3.5
Canada		14.9		14.2
China		4.9		0.4
United Kingdom		0.4		—

	$	809.1	$	641.2

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Triple C Holding GmbH

Condensed Interim Consolidated Statements of Income and Other Comprehensive Income

(unaudited)

		Nine months ended September 30,

(in € thousands)	Note	2019			2018
Operating Revenues
Revenues arising from contracts with customers	5.1		234,561			160,061
Other operating income			654			3,236

			235,215			163,297

Operating Expenses
Goods and services purchased			(15,978	)		(14,984	)
Employee benefit expense			(148,086	)		(105,923	)
Depreciation			(8,080	)		(6,276	)
Amortization of intangible assets			(12,086	)		(12,173	)
Other operating expenses			(1,363	)		(4,946	)

			(185,593	)		(144,302	)

Operating Income			49,622			18,995
Financial income			4,310			148
Financial expenses			(9,149	)		(10,581	)

Income Before Income Taxes			44,783			8,562
Income tax (expense)/recovery			(15,024	)		(1,054	)

*Net Income()**			29,759			7,508

Other Comprehensive Income
Items that may subsequently be reclassified to income
Foreign currency translation adjustment arising from translating financial statements of foreign operations			68			(1,372	)

			68			(1,372	)

*Total Comprehensive Income()**			29,827			6,136

(*): Attributable in full to owner of the parent

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Triple C Holding GmbH

Condensed Interim Consolidated Statements of Financial Position

(unaudited)

		As at				As at

(in € thousands)	Note	September 30, 2019		December 31, 2018		January 1, 2018
Assets
Current assets
Cash and cash equivalents			34,232		15,323		25
Accounts receivables and other receivables			42,133		53,431		—
Income taxes receivable			175		216		—
Current financial assets			1,531		1,560		—
Prepaid expenses			798		456		—

			78,869		70,986		25

Non-current assets
Property, plant and equipment, net			40,867		42,538		—
Intangible assets, net			129,758		141,690		—
Goodwill			86,947		86,947		—
Other long-term assets			2,238		1,345		—
Non-current financial assets			865		865		—

			260,675		273,385		—

			339,544		344,371		25



Liabilities and owner's equity
Current liabilities
Accounts payable and accrued liabilities			26,374		26,491		—
Income and other taxes payable			29,764		12,194		—
Current portion of long-term debt			7,286		5,921		—
Current derivative financial liabilities			78		—		—

			63,502		44,606		—

Non-current liabilities
Provisions			4,420		4,418		—
Long-term debt			141,749		190,828		—
Deferred income tax liabilities			33,802		38,275		—

			179,971		233,521		—

			243,473		278,127		—

Owner's equity
Total equity			96,071		66,244		25

			96,071		66,244		25

			339,544		344,371		25

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Triple C Holding GmbH

Condensed Interim Consolidated Statements of Changes in Owner's Equity

(unaudited)

		Common equity

		Equity contributed				Accumulated other comprehensive income
(in € thousands)	Note	Share Capital		capital reserve		Retained earnings		Foreign currency translation			Total
Balance as at January 1, 2018 (Previous GAAP)			25		—		—		—			25
Adjustment on initial application of IFRS			—		—		—		—			—

Balance as at January 1, 2018 (IFRS)			25		—		—		—			25

Net income			—		—		7,508		—			7,508
Other comprehensive income			—		—		—		(1,372	)		(1,372	)
Capital contributions			75		52,844		—		—			52,919

Balance as at September 30, 2018			100		52,844		7,508		(1,372	)		59,080

Balance as at January 1, 2019			100		52,844		14,102		(802	)		66,244

Net income			—		—		29,759		—			29,759
Other comprehensive income			—		—		—		68			68

Balance as at September 30, 2019			100		52,844		43,861		(734	)		96,071

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Triple C Holding GmbH

Condensed Interim Consolidated Statements of Cash Flows

(unaudited)

		Nine months ended September 30,

(in € thousands)	Note	2019			2018
Operating Activities
Net income			29,759			7,508
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization			20,166			18,449
Deferred income taxes			(4,473	)		(933	)
Interest income/expense			4,839			10,433
Other			70			(1,322	)
Net change in non-cash operating working capital			27,635			4,973
Interest received			3			3

Cash provided by operating activities			77,999			39,111

Investing Activities
Cash payments for acquisitions, net			—			(114,307	)
Payments for acquisitions of property, plant and equipment and intangible assets			(4,103	)		(5,793	)

Cash used by investing activities			(4,103	)		(120,100	)

Financing Activities
Repayment of long-term debt			(43,713	)		—
Proceeds from long-term debt			—			78,970
Capital contributions			—			52,919
Payment of lease liabilities			(4,064	)		(2,382	)
Interest paid			(7,239	)		(13,477	)
Other financing activities			29			(2,505	)

Cash (used) provided by financing activities			(54,987	)		113,525

Cash Position
Increase in cash and cash equivalents			18,909			32,536
Cash and cash equivalents, beginning of period			15,323			25

Cash and cash equivalents, end of period			34,232			32,561



Supplemental Disclosure of Operating Cash Flows

Income taxes paid, net			(18,466	)		(979	)

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Triple C Holding GmbH

Notes to Condensed Interim Consolidated Financial Statements

(unaudited)

1. Basis of preparation

1.1. General information

Triple C Holding GmbH (hereafter "Triple C" or the "Company") was founded in Berlin in October 2017 and entered in the commercial register under the number HRB 194184 B at Charlottenburg Local Court. The Company maintains its registered office at Stralauer Allee 2B, 10245 Berlin.

On January 8, 2018, Triple C acquired the Competence Call Center Group hereafter "CCC-Group". Prior to that acquisition Triple C had no operations.

Triple C and its controlled subsidiaries (hereafter the "Group") is a large provider of call center services as well as business process optimization (BPO) for the European Market where complete business processes from the customers are taken over by the company. Triple C offers internationally distinguished call center solutions, supporting clients in customer acquisition in the business-to-customer and business-to-business area for pre and after sales, as well as developing digitalization solutions.

As at reporting date September 30, 2019, Triple C's immediate parent and ultimate parent were Triple C Holding SARL, located in Luxemburg, and Ardian Holding, located in France, respectively. On December 16, 2020, Triple C Holding GmbH was merged into TELUS International Germany GmbH with TELUS International Germany GmbH as the surviving entity. Following the merger and as at date of issue of these condensed interim consolidated financial statements, the immediate parent and ultimate parent of TELUS International Germany GmbH are TELUS International Ireland Outsourcing Services Limited, located in Ireland, and TELUS Corporation, located in Canada, respectively.

1.2. Basis of preparation

The accompanying condensed unaudited interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), taking into account the interpretations of the International Financial Reporting Standards Interpretations Committee and comply with International Accounting Standard 34, Interim Financial Reporting. As these interim financial statements are part of Triple C's first set of IFRS financial statements, IFRS 1 First Time Adoption of IFRS is applicable. Refer to Note 2 for details regarding the Company's application of IFRS 1, including the use of allowed exemptions and exceptions. The condensed interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual consolidated financial statements as of and for fiscal year ended December 31, 2018 under previous GAAP.

All intercompany transactions are eliminated during the preparation of the condensed interim consolidated financial statements.

The condensed interim consolidated financial statements have been prepared on a historical cost basis, unless otherwise stated. The condensed interim consolidated financial statements are presented in Euro ("€"), which is the Group's functional currency. All values are rounded to the nearest thousands,

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Triple C Holding GmbH

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

1. Basis of preparation (Continued)

except when otherwise indicated. Due to rounding, differences may arise when individual amounts or percentages are added together.

The condensed interim consolidated financial statements are prepared under the assumption that the business will continue as a going concern.

The date of authorization for issue of these unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2019, the comparative period for the interim consolidated statements of financial position ended December 31, 2018 and the comparative period for the interim consolidated statements of income and other comprehensive income, the interim consolidated statements of changes in owner's equity and the interim consolidated statements of cash flows ended September 30, 2019 is December 17, 2020.

2. First time adoption to IFRS

2.1. First time adoption

The Group adopted IFRS effective January 1, 2018 and prepared its consolidated financial statements in accordance with IFRS for the first time applicable as at December 31, 2019 together with comparative period data for year ended December 31, 2018. For periods up to and including the year ended as at December 31, 2019, the Group prepared financial statements in accordance with local German GAAP ("HGB").

The application of IFRS 1 requires that the Group adopts accounting policies based on the standards and related interpretations effective at the reporting date of its first annual IFRS financial statements. IFRS 1 allows first-time adopters certain exemptions from the full retrospective application of the requirements under IFRS. All relevant mandatory exemptions have been applied in full.

The Group has applied the following exemptions:

Leases: The assessment whether a contract existing at the date of transition to IFRS contains a lease will be made on the basis of facts and circumstances existing at that date (according to IFRS 1.D9). The lease liabilities will be measured at the present value of the remaining lease payments, discounted using the lessee's incremental borrowing rate at the date of transition to IFRSs and the right-of-use asset for all leases will be measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the consolidated statements of financial position immediately before the date of transition to IFRSs according to IFRS 1.D9B(b)(ii).

Triple C, a company owned by third parties outside of CCC-Group, acquired 100% of the shares of CCC-Group on January 8, 2018. Therefore, an acquirer shall measure the lease liability at the present value of the remaining lease payments (as defined in IFRS 16) as if the acquired lease were a new lease at the acquisition date (IFRS 3.28B). For simplification reasons, the transition date i.e. the first-time application date of IFRS 16 determined to be January 1, 2018 considering that the acquisition accounting is also carried out based on CCC-Group's January 1, 2018 financial statements. Therefore, the accounting of all the contracts started before January 1, 2018 commence on January 1, 2018 and for the contracts started after January 1, 2018, their original starting dates are determined to be the first adoption date of IFRS 16.

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Triple C Holding GmbH

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

2. First time adoption to IFRS (Continued)

No right-of-use asset and lease liabilities were recognized for leases with a remaining lease term of less than 12 months as at the date of transition to IFRSs and instead they are accounted for as if they were short-term leases (IFRS 1.D9D(b)). Moreover, hindsight will be used to determine the lease term (IFRS 1.D9D(e)).

The transition from HGB to IFRS resulted in changes in accounting policies that affected the financial position and financial performance as follows:

As at January 1, 2018, there were no GAAP differences between HGB and IFRS as issued by the IASB.

CCC Group's financial statements were converted to IFRS for the first time in the scope of IFRS 3 as at January 8, 2018, as the statement of financial position of the acquired company. Therefore; IFRS 1 impacts regarding the following differences between HGB and IFRS have been identified:

a. Reclassification of restricted cash to financial assets

According to International Accounting Standards ("IAS") 7, cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes. Therefore, an investment normally qualifies as a cash equivalent only when it has a short maturity of, say, three months or less from the date of acquisition (IAS 7.7). As at September 30, 2018 the restricted cash has longer maturity term than three months as it is restricted with respect to lease agreements entered into by the Group. Therefore, €1,640 thousand and €865 thousand were reclassified to current financial assets and non-current financial assets, respectively. As at December 31, 2018, the maturity of the restricted cash has longer maturity term than three months. Therefore, €1,560 thousand and €865 thousand were reclassified to current financial assets and non-current financial assets, respectively.

b. Financial instruments—trade receivables

Under HGB, trade receivables were impaired only in case of objective evidences of impairment, while under IFRS 9, an expected credit loss model is applied to all trade receivables. Under IFRS 9 the expected losses are recognized as loss provision with effect to profit or loss. This adjustment resulted in a net decrease of equity of €25 thousand as at September 30, 2018 and December 31, 2018.

c. Financial instruments—long-term debt

Under HGB, financial liabilities are recognized at their repayment amount with transaction costs directly expensed off. Under IFRS, financial liabilities are recognized at their fair value minus transaction costs that have to be amortized by applying the effective interest rate method. Furthermore, any changes in the estimated cash flows underlying the effective interest rate method have to be accounted for as adjustment in carrying amount with effect to profit or loss. This affected the long-term debt as well as the shareholder loans.

As at September 30, 2018, the Group's long-term debt amount was adjusted by €1,350 thousand and increased to €186,525 thousand. As the transition to IFRS had an increasing impact on long-term

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Triple C Holding GmbH

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

2. First time adoption to IFRS (Continued)

debt, finance expense increased which resulted in a net decrease in equity by an amount of €480 thousand.

As at December 31, 2018, the Group's long-term debt amount was adjusted by €4,051 thousand and decreased to €164,662 thousand. As the transition to IFRS had a decreasing impact on long-term debt, finance expense decreased which resulted in a net increase in equity by an amount of €2,757 thousand.

d. Goodwill, Customer Relations and Brands

As a result of the acquisition of CCC-Group, goodwill in the amount of €86,947 thousand, customer relations in the amount of €141,295 thousand and brands in the amount of €15,037 thousand representing the fair value as at the transition date were assumed. In addition, the corresponding deferred tax liability was adjusted to €43,614 thousand. Overall, the transition to IFRS resulted in a net increase in intangible assets and goodwill of €44,311 thousand, a net increase in deferred tax liabilities of €35,699 thousand, and a net increase in equity of €5,495 thousand as at September 30, 2018. As at December 31, 2018 the transition to IFRS resulted in a net increase in intangible assets and goodwill of €45,432 thousand, a net increase in deferred tax liabilities of €34,763 thousand, and a net increase in equity of €7,552 thousand.

e. Leases

The application of IFRS 16, resulted in a separate recognition and presentation of the right-of-use assets for identified leases and corresponding lease liability for the expected future lease payments. Expenses for rent of office spaces as well as expenses related to other lease contracts were presented in the statement of profit or loss under goods and services purchased under HGB. Under IFRS 16, the depreciation on right-of-use asset is presented within the profit or loss statement in depreciation and amortization, while the interest expense of lease liability is presented within finance expense. The transition resulted in €31,411 thousand right-of-use assets and €33,147 thousand lease liabilities on statement of financial position and a net decrease of €714 thousand in equity as at September 30, 2018. As at December 31, 2018 the transition resulted in €29,830 thousand right-of-use assets and €32,087 thousand lease liabilities on statement of financial position and a net decrease in equity of €1,711 thousand.

f. Income taxes and other taxes

The impact of this adjustment resulted in a decrease in equity in the amount of €1,372 thousand as at September 30, 2018 and of €214 thousand as at December 31, 2018. This adjustment is related to the difference between HGB and IFRS as a result of the application of IAS 12.

g. Deferred taxes

Deferred tax assets and liabilities include adjustments related to temporary differences and are mainly resulted from customer relations and brands.

h. Reclassification of transaction costs

The amount includes reclassification of €4,027 thousand from Goods and services purchased account to Other operating expense account.

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Triple C Holding GmbH

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

2. First time adoption to IFRS (Continued)

2.2. HGB—IFRS reconciliation as at January 1, 2018, September 30, 2018 and December 31, 2018

Statement of financial position reconciliation from HGB to IFRS as at January 1, 2018, September 30, 2018 and December 31, 2018 are as follows:

(in € thousands)	Note	Previous GAAP

		As at December 31, 2018
Assets
Current assets
Cash and cash equivalents	a		17,748	(2,425	)	15,323
Accounts receivables and other receivable	b		53,715	(284	)	53,431
Income taxes receivable			216	—		216
Current financial assets	a		—	1,560		1,560
Prepaid expenses			456	—		456
Derivative assets			—	—		—

			72,135	(1,149	)	70,986

Non-current assets
Property, plant and equipment, net	e		12,708	29,830		42,538
Intangible assets, net	d		149,105	(7,415	)	141,690
Goodwill	d		34,100	52,847		86,947
Other long-term assets			1,345	—		1,345
Non-current financial assets	a		—	865		865
Deferred income tax assets	g		472	(472	)	—

			197,730	75,655		273,385

			269,865	74,506		344,371



Liabilities and owner's equity
Current liabilities
Accounts payable and accrued liabilities			26,491	—		26,491
Income and other taxes payable	f		11,803	391		12,194
Advance billings and customer deposits			—	—		—
Provisions			—	—		—
Current portion of long-term debt	c,e		13,713	(7,792	)	5,921
Current derivative liabilities			—	—		—

			52,007	(7,401	)	44,606

Non-current liabilities
Provisions			—	4,418		4,418
Long-term debt	c,e		155,000	35,828		190,828
Other long-term liabilities			—	—		—
Deferred income taxes	g		4,973	33,302		38,275

			159,973	73,548		233,521

			211,980	66,147		278,127

Owner's equity			57,885	8,359		66,244

Total equity			57,885	8,359		66,244

			269,865	74,506		344,371

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Triple C Holding GmbH

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

2. First time adoption to IFRS (Continued)

(in € thousands)	Note	Previous GAAP

		As at September 30, 2018
Assets
Current assets
Cash and cash equivalents	a		35,066	(2,505	)	32,561
Accounts receivables and other receivable	b		38,024	(284	)	37,740
Income taxes receivable			364	—		364
Current financial assets	a		—	1,640		1,640
Prepaid expenses			486	—		486
Derivative assets			—	—		—

			73,940	(1,149	)	72,791

Non-current assets
Property, plant and equipment, net	e		10,860	31,411		42,271
Intangible assets, net	d		153,130	(7,732	)	145,398
Goodwill	d		34,905	52,042		86,947
Other long-term assets			1,236	—		1,236
Non-current financial assets	a		—	865		865
Deferred income tax assets	g		65	(65	)	—

			200,196	76,521		276,717

			274,136	75,372		349,508



Liabilities and owner's equity
Current liabilities
Accounts payable and accrued liabilities	f		22,254	—		22,254
Income and other taxes payable			5,485	299		5,784
Advance billings and customer deposits			—	—		—
Provisions			—	—		—
Current portion of long-term debt	c,e		75,175	(69,715	)	5,460
Current derivative liabilities			—	—		—

			102,914	(69,416	)	33,498

Non-current liabilities
Provisions			—	4,418		4,418
Long-term debt	c,e		110,000	104,212		214,212
Other long-term liabilities			—	—		—
Deferred income taxes	g		5,057	33,243		38,300

			115,057	141,873		256,930

			217,971	72,457		290,428

Owner's equity
Total equity			56,165	2,915		59,080

			56,165	2,915		59,080

			274,136	75,372		349,508

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Triple C Holding GmbH

Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

2. First time adoption to IFRS (Continued)

(in € thousands)	Note	Previous GAAP

		As at January 1, 2018
Assets
Current assets
Cash and cash equivalents	a		25	—	25
Accounts receivables and other receivable	b		—	—	—
Income taxes receivable			—	—	—
Current financial assets	a		—	—	—
Prepaid expenses			—	—	—
Derivative assets			—	—	—

			25	—	25

Non-current assets
Property, plant and equipment, net	e		—	—	—
Intangible assets, net	d		—	—	—
Goodwill	d		—	—	—
Other long-term assets			—	—	—
Non-current financial assets	a		—	—	—
Deferred income tax assets	g		—	—	—

			—	—	—

			25	—	25



Liabilities and owner's equity
Current liabilities
Accounts payable and accrued liabilities			—	—	—
Income and other taxes payable	f		—	—	—
Advance billings and customer deposits			—	—	—
Provisions			—	—	—
Current portion of long-term debt	c,e		—	—	—
Current derivative liabilities			—	—	—

			—	—	—

Non-current liabilities
Provisions			—	—	—
Long-term debt	c,e		—	—	—
Other long-term liabilities			—	—	—
Deferred income taxes	g		—	—	—

			—	—	—

			—	—	—

Owner's equity
Total equity			25	—	25

			25	—	25

			25	—	25

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(unaudited)

2. First time adoption to IFRS (Continued)

Statement of income and other comprehensive income reconciliation from HGB to IFRS for the nine-month interim period ended September 30, 2018 and the year ended December 31, 2018 is as follows:

(in € thousands)	Note	Previous GAAP

		Year ended December 31, 2018
Operating Revenues
Revenues arising from contracts with customers			238,821		—		238,821
Other operating income			3,724		—		3,724

			242,545		—		242,545

Operating Expenses
Goods and services purchased	a,h		(30,550	)	8,276		(22,274	)
Employee benefit expense			(153,434	)	—		(153,434	)
Depreciation	e		(3,036	)	(5,821	)	(8,857	)
Amortization of intangible assets	d		(20,039	)	3,811		(16,228	)
Other operating expenses	b,h		(1,515	)	(4,064	)	(5,579	)

			(208,574	)	2,202		(206,372	)

Operating Income			33,971		2,202		36,173
Financial income	c,e		3		253		256
Financial expenses	c,e		(17,254	)	3,052		(14,202	)

Income Before Income Taxes			16,720		5,507		22,227
Taxes on income	f,g		(10,977	)	2,852		(8,125	)

*Net Income()**			5,743		8,359		14,102

Other Comprehensive Income
Items that may subsequently be reclassified to income
Foreign currency translation adjustment arising from translating financial statements of foreign operations			—		(802	)	(802	)

			—		(802	)	(802	)

*Total Comprehensive Income()**			5,743		7,557		13,300

(*): Attributable in full to owner of the parent

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(unaudited)

2. First time adoption to IFRS (Continued)

(in € thousands)	Note	Previous GAAP

		Nine months ended September 30, 2018
Operating Revenues
Revenues arising from contracts with customers			160,061		—		160,061
Other operating income			3,236		—		3,236

			163,297		—		163,297

Operating Expenses
Goods and services purchased	a,h		(21,695	)	2,684		(19,011	)
Employee benefit expense			(105,923	)	—		(105,923	)
Depreciation	e		(2,139	)	(4,137	)	(6,276	)
Amortization of intangible assets	d		(14,862	)	2,689		(12,173	)
Other operating expenses	b,h		(882	)	(37	)	(919	)

			(145,501	)	1,199		(144,302	)

Operating Income			17,796		1,199		18,995
Financial income	c,e		3		145		148
Financial expenses	c,e		(8,530	)	(2,051	)	(10,581	)

Income Before Income Taxes			9,269		(707	)	8,562
Taxes on income	f,g		(4,676	)	3,622		(1,054	)

*Net Income()**			4,593		2,915		7,508

Other Comprehensive Income
Items that may subsequently be reclassified to income
Foreign currency translation adjustment arising from translating financial statements of foreign operations			—		(1,372	)	(1,372	)

			—		(1,372	)	(1,372	)

*Total Comprehensive Income()**			4,593		1,543		6,136

(*): Attributable in full to owner of the parent

3. Summary of significant accounting policies

3.1. Basis of consolidation

The Group's condensed interim consolidated financial statements include accounts of Triple C, the ultimate parent company within the Group and the accounts of all subsidiaries. In total, 21 subsidiaries are included in the scope of consolidation as at September 30, 2019 (December 31, 2018: 21 subsidiaries).

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(unaudited)

3. Summary of significant accounting policies (Continued)

3.2. Use of estimates and judgements

The preparation of financial statements in conformity with IFRS requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities at the date of the financial statements; the disclosure of contingent assets and liabilities at the date of the financial statements; and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Information about estimates assumptions and estimation uncertainties at September 30, 2019 that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities in the next financial year is included in the following notes:

Note 3.6 and 3.11—leases relating to lease term determinations considering renewal

3.3. Financial instruments—initial recognition and subsequent measurement

A financial instrument is any contract that gives rise to a financial asset of one party and a financial liability or equity instrument of another party.

The group initially recognizes financial instruments when it becomes party to the instrument. In case of regular way purchases or sales of financial assets the group applies settlement date accounting.

All financial instruments are initially measured at fair value plus or minus, in the case of financial instruments not at fair value through profit or loss, transaction costs that are directly attributable to their acquisition or issue.

Hedge Accounting according to IFRS 9 is not applied by the Group.

Financial assets

Classification

For purposes of subsequent measurement, financial assets are classified, at initial recognition, into four categories:

•: Financial assets at fair value through other comprehensive income (OCI) with item that may subsequently be reclassified to income (debt instruments)
•: Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)
•: Financial assets at fair value through profit or loss
•: Financial assets at amortized cost (debt instruments)

Depending on the substance of the contractual arrangement financial assets represent debt instruments or equity instruments according to IAS 32.

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(unaudited)

3. Summary of significant accounting policies (Continued)

component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Account receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price as disclosed in Note 3.4. Revenue from contracts with customers.

In order for a financial asset, representing a debt instrument, to be classified and measured at amortised cost or fair value through OCI (with recycling), it needs to give rise to cash flows that are 'solely payments of principal and interest (SPPI)' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.

The Group's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows while financial assets classified and measured at fair value through OCI (with recycling) are held within a business model with the objective of both holding to collect contractual cash flows and selling.

Financial assets, representing debt instruments, not meeting the conditions mentioned above are classified and measured at fair value through profit or loss.

Financial assets at amortised cost

Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

The Group's financial assets at amortised cost includes cash and cash equivalents and account receivables.

Financial assets at fair value through profit or loss (debt and equity instruments)

Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognised in the statement of profit or loss. This category includes derivative instruments and listed equity investments which the Group had not irrevocably elected to classify at fair value through OCI.

The Group's financial assets at fair value through profit or loss are derivative financial assets.

Financial assets at fair value through OCI with recycling (debt instruments)

For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and impairment losses or reversals are recognised in the statement of profit or loss and computed in the same manner as for financial assets measured at amortised cost. The remaining fair value changes are

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(unaudited)

3. Summary of significant accounting policies (Continued)

recognised in OCI. Upon derecognition, the cumulative fair value change recognised in OCI is recycled to profit or loss.

The Group does not hold any financial assets at fair value through OCI (debt instruments).

Financial assets designated at fair value through OCI with no recycling (equity instruments)

Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they meet the definition of equity under IAS 32 Financial Instruments: Presentation and are not held for trading. The classification is determined on an instrument-by-instrument basis.

Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other income in the statement of profit or loss when the right of payment has been established, except when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.

The Group does not hold any financial assets at fair value through OCI (equity instruments).

A derivative embedded in a hybrid contract, with a financial liability or non-financial host, is separated from the host and accounted for as a separate derivative if: the economic characteristics and risks are not closely related to the host; a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and the hybrid contract is not measured at fair value through profit or loss. Embedded derivatives are measured at fair value with changes in fair value recognised in profit or loss. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss category.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Group's consolidated statement of financial position) when:

•: The rights to receive cash flows from the asset have expired.

•: The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

Impairment

The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss as well as for accrued receivables. ECLs are based on the

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Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

3. Summary of significant accounting policies (Continued)

difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

The general impairment methodology follows a three-stage approach based on the change in credit quality of financial assets since initial recognition (general approach). At initial recognition, debt instruments are assumed to have a low credit risk, for which a loss allowance is recognized that results from default events that are possible within the next 12-months (Stage 1; 12-months ECL). The Group considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of 'investment grade. When there has been a significant increase in credit risk, the loss allowance is measured using lifetime ECL (Stage 2). If there is objective evidence of impairment (Stage 3), Group also accounts for lifetime ECL and recognizes an impairment.

For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL). The assessment of whether lifetime ECL should be recognized is based on significant increases in the likelihood or risk of a default occurring since initial recognition. If the internal risk management and control systems do not indicate a significant increase in credit risk any earlier, the rebuttable presumption is that a significant increase in credit risk has occurred when payments are more than 30 days overdue. The Group considers the probability of default and continually monitors the development of the credit risk in each reporting period, considering all reasonable and supportable information and forecasts.

The Group considers that there is an objective evidence of impairment if any of the following indicators are present: significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganization or default or delinquency in payments.

For trade receivables and accrued receivables, the Group applies a simplified approach in calculating ECLs. The trade receivables and accrued receivables are aggregated to determine expected credit losses based on similar risk characteristics. When applying the simplified approach, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. When derecognizing financial assets, the Company continues to undertake enforcement measures to attempt to collect the receivables due.

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(unaudited)

3. Summary of significant accounting policies (Continued)

Financial Liabilities

Classification

The Group's financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial liabilities.

For purposes of subsequent measurement, financial liabilities are classified in two measurement categories at initial recognition:

•: Financial liabilities at fair value through profit or loss
•: Financial liabilities at amortized cost

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria according to IFRS 9 are satisfied.

Gains or losses on financial liabilities at fair value through profit and loss are recognised in the statement of profit or loss.

The Group has classified derivative instruments as financial liability as at fair value through profit or loss and does not have designated financial liabilities at fair value through profit or loss.

Financial liabilities at amortized cost

This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the Effective Interest Rate ("EIR") method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss.

This category generally applies to trade and other payables, loans and borrowings including bank overdrafts.

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(unaudited)

3. Summary of significant accounting policies (Continued)

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

Non-substantial modifications impact profit and loss only to the extent that an interest rate differential is recognized.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

3.4. Revenue from contracts with customers

General

Triple C generates its sales revenues exclusively with the provisions of services such as call center and BPO services. These services are divided into four groups—inbound, outbound, training and support. Whereas just inbound and outbound are material.

If the end customer calls the Triple C call center, inbound revenues are generated. If Triple C calls its customer's customer outbound revenues are generated.

The rendered services for both revenue streams are similar, and comprise activities as follows:

•: General customer support for a variety of companies
•: Technical support
•: Sales services, e.g. booking of flights or telecommunication contracts
•: After-sales services such as customer support for product returns

All revenues of the Group qualify as contracts with customers and fall in the scope of IFRS 15. All revenues are accounted for over time for all revenue streams. For measuring the amount that can be invoiced, Triple C uses the output method. The output in this case are the service hours rendered towards the client. The Group has a right to consideration from the customer in an amount that corresponds directly with the value to the customer of the entity's performance completed to date, therefore; the entity recognizes revenues in the amount to which it has a right to invoice. (IFRS 15.B16). The Group considers whether there are other commitments in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated. The Group assesses all promised goods and services and identifies performance obligations at contract inception. Contracts with customers include a single performance obligation, i.e. the sale of call center

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(unaudited)

3. Summary of significant accounting policies (Continued)

services. In determining the transaction price for the sale of call center services, the Group considers the effects of variable consideration and the existence of consideration payable to the customer (if any).

Triple C's contracts with customers do not have a significant financing component. Payments are typically due within 30 to 45 days from the billing date. Billings are typically rendered on a monthly basis.

The Group's revenues are recorded net of any value-added and/or sales taxes billed to the customer concurrent with a revenue-generating transaction.

The Group uses the following revenue accounting practical expedients provided for in IFRS 15, Revenue from Contracts with Customers:

•: No adjustment of the contracted amount of consideration for the effects of financing components when, at the inception of a contract, it is expected that the effect of the financing component is not significant at the individual contract level.
•: No deferral of contract acquisition costs when the amortization period for such costs would be one year or less.
•: When estimating minimum transaction prices allocated to any remaining unfulfilled, or partially unfulfilled, performance obligations, exclusion of amounts arising from contracts originally expected to have a duration of one year or less, as well as amounts arising from contracts under which Triple C may recognize and bill revenue in an amount that corresponds directly with their completed performance obligations. As Triple C recognizes its revenues applying IFRS 15.B16, the disclosure requirement according to IFRS 15.120 does not apply (ref. IFRS 15.121(b).

Variable consideration

If the consideration in a contract includes a variable amount, the Group estimates the amount of consideration to which it will be entitled in exchange for providing the service to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognized will not occur when the associated uncertainty with the variable consideration is subsequently resolved.

3.5. Business combinations

The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration transferred in the acquisition generally is measured at fair value, as are the identifiable net assets acquired. A positive difference between the difference of acquisition costs, including the fair value of the non-controlling interests and the asset and liabilities acquired, is accounted for as Goodwill. A negative difference is recognized directly in the statement of income after it has been reviewed again. Any Goodwill that arises is tested annually for impairment. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.

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(unaudited)

3. Summary of significant accounting policies (Continued)

3.6. Depreciation, amortization and impairment

Depreciation and amortization

Property, plant and equipment (including right-of-use lease assets) are depreciated on a straight-line basis over their estimated useful lives (shorter of estimated useful life and lease terms for right-of-use lease assets). Depreciation includes amortization of leasehold improvements. Leasehold improvements are normally amortized over the lesser of their expected average useful life or the term of the lease.

Estimated useful lives for property, plant and equipment and right-of-use lease assets subject to depreciation are as follows:

		Estimated useful lives

Buildings and leasehold improvements		5 to 10 years
Operating equipment		3 to 8 years
Right of Use asset		1 to 11 years

Intangible assets with finite lives (intangible assets subject to amortization) are amortized on a straight-line basis over their estimated useful lives, which are reviewed at least annually and adjusted as appropriate.

Estimated useful lives for intangible assets subject to amortization are as follows:

		Estimated useful lives

Software		3 years
Brands		10 years
Customer relationships		10 years

The useful life used to amortize intangible assets relates to the future performance of the assets acquired and management's judgement of the period over which economic benefit will be derived from the asset. The estimated useful life of customer relationships, the most significant class of intangible assets, principally reflects management's view of the average economic life of the customer base. Management assumes the Group's customer relations with its customers to last about 10 years on average based on their historical experience. Changes to the estimated useful life of customer relationships might have a significant effect on the carrying amount of the asset.

Impairment of non-financial assets

The carrying amounts of the Group's non-financial assets are reviewed for impairment as at each consolidated statement of financial position date or whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds its recoverable amount. The recoverable amount of an asset or a cash generating unit ("CGU") is the higher of its value in use and its fair value less cost to sell. Management uses internal and external data to forecast the key assumptions, that includes forecasted cash flows of the business, estimated discount rate and future growth rates which are based to the management's impairment assessment.

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(unaudited)

3. Summary of significant accounting policies (Continued)

Value in use is the present value of the future cash flows expected from the continued use of the CGU or asset in its present condition, including the cash flows expected upon retiring the asset from service and its eventual sale.

The value in use calculation is based on a discounted cash flow ("DCF") model. The future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU. The estimates regarding future cash flows are based on past experience with respect to this CGU, and on the Group's best possible assessments regarding the economic conditions that will exist in the future. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash inflows and outflows, the growth rate used for extrapolation purposes and profitability.

If the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recognized immediately in profit or loss by the amount by which the carrying amount of the asset exceeds the recoverable amount. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the lesser of the revised estimate of recoverable amount and the carrying amount that would have been recorded had no impairment loss been recognized previously.

Impairment losses relating to goodwill cannot be reversed in future periods.

3.7. Translation of foreign currencies

Trade transactions completed in foreign currencies are translated into Euros at the rates of exchange prevailing at the time of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into Euros at the rate of exchange in effect at the statement of financial position date, with any resulting gain or loss recorded in the consolidated statements of income and other comprehensive income as a component of other operating income and other operating expense.

The Group has foreign subsidiaries whose functional currencies are other than Euro. Foreign exchange gains and losses arising from the translation of these foreign subsidiaries' accounts into Euros are reported as a component of other comprehensive income.

The Group used the following exchange rates to convert the financial statements of its subsidiaries:

	Nine months ended September 30, 2019				Nine months ended September 30, 2018				Year ended December 31, 2018

	Nine months end rate		Average rate		Nine months end rate		Average rate		Year-end rate		Average rate		As at January 1, 2018
Euros per Turkish Lira ("TRY")		6.1836		6.3288		6.9505		5.5098		6.0588		5.7077	n/a
Euros per Swiss Francs ("CHR")		1.1461		1.1226		1.2015		1.1611		1.1269		1.1550	n/a
Euros per Polish Zloty ("PLN")		4.3866		4.3007		4.2714		4.2488		4.3014		4.2615	n/a
Romanian Leu ("RON")		4.7511		4.7187		4.6637		4.6518		4.6635		4.6540	n/a
Convertible Mark ("BAM")		1.9558		1.9558		1.9558		1.9558		1.9558		1.9558	n/a

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(unaudited)

3. Summary of significant accounting policies (Continued)

3.8. Income taxes

The effective tax rate has been calculated considering the management's estimate of the weighted average effective annual income tax rate at the date of these condensed interim consolidated financial statements. The estimated average annual tax rate used for the year to September 30, 2019 is 42,94%, compared to 64,44% for the nine months ended September 30, 2018.

Income taxes include current income taxes as well as deferred taxes. In accordance with IAS 12, the Group uses the liability method for the accounting of income taxes.

Current income taxes are recognized for the estimated amount the Group expects to settle with or recover from the tax authorities. This includes liabilities and/or receivables for the current period as well as for prior periods.

Deferred taxes are recognized for temporary differences between the carrying amounts in the consolidated statement of financial position and the respective tax bases as well as for tax loss carryforwards, interest carryforwards and tax credits. Deferred tax assets are recognized to the extent that they are likely to be used in the future; either sufficient taxable temporary differences or future taxable income are probable.

Deferred taxes are not recognized for temporary differences if the deferred taxes arise from the initial recognition of an asset or a liability in a transaction which is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit/tax loss. No deferred tax liabilities are recognized for temporary differences arising from the initial recognition of goodwill.

A deferred tax liability is generally recognized for temporary differences associated with investments in subsidiaries, joint arrangements and associates, if the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary differences will reverse in the foreseeable future.

Following the liability method, deferred taxes are calculated based on the income tax rates that are enacted or substantively enacted at the time when the temporary differences will reverse. The Group recognizes all relevant changes of income tax rates that affect deferred taxes in the period in which the changes are substantially enacted.

Deferred tax assets and deferred tax liabilities are offset if the Group has a legally enforceable right to set off current tax positions and the deferred tax positions relate to income taxes levied by the same taxation authority.

Current and deferred taxes are recognized within profit and loss unless that they arise from a transaction which is recognized outside profit and loss.

The Group's business activities are complex, and the related domestic and foreign tax interpretations, regulations, laws and case law are constantly changing. These issues can lead to uncertain tax positions. In accordance with IFRIC 23, uncertain tax positions are accounted for if it is probable that the tax authorities will not accept the income tax treatment applied. The better forecast of the "most likely amount" and the "expected value" has to be recognized.

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(unaudited)

3. Summary of significant accounting policies (Continued)

3.9. Cash and cash equivalents

Cash and cash equivalents represent cash balances at different banks and cash at hand.

The consolidated statements of cash flow show how cash and cash equivalents held by the Group changed in the respective years. Cash flows are classified for this purpose in accordance with IAS 7 as cash flow from operating activities, investing activities and financing activities. Cash and cash equivalents for the purpose of the cash flow statement equals the amount in the consolidated statements of financial position line item.

3.10. Property, plant and equipment; intangible assets

Property, plant and equipment and intangible assets are recorded at historical cost. When the Group sells property, plant and/or equipment, the net book value is netted against the sale proceeds and the difference is included in the consolidated statements of income and other comprehensive income.

3.11. Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group uses the definition of a lease in IFRS 16. This is applied to all contracts that are active longer than twelve months after January 1, 2018.

At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices i.e. lease components will be separated from non-lease components.

Right-of-use lease assets

The Group recognizes a right-of-use asset at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received (IFRS 16.29-33). If the lease transfers ownership of the underlying asset to the Group by the end of the lease term or if the cost of the right-of-use asset reflects that the Group will exercise a purchase option, the Group depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Group depreciates the right-of-use asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

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Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

3. Summary of significant accounting policies (Continued)

Lease liabilities

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Since the interest rate implicit in each lease cannot be readily determined, the Group uses its incremental borrowing rate as the discount rate. The incremental borrowing rate is the interest rate that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset as the underlying lease agreement in a similar economic environment. The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased. The calculation model is based on a build-up approach which includes company-specific risk premium, assuming that the worst available rating curve shape is suitable for Triple C risk profile based on the Group's credit margin.

Lease payments included in the measurement of the lease liability comprise the following:—fixed payments, including in-substance fixed payments;—variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;—amounts expected to be payable under a residual value guarantee; and—the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.

The Group has elected not to recognize right-of-use assets and lease liabilities for short-term leases. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term. As at the respective reporting dates, Triple C did not have any leases of low-value assets.

Judgements about lease terms are determinative of the measurement of right-of-use lease assets and their associated lease liabilities. Management's judgment in respect of lease terms for leased real estate for call center in different locations routinely includes periods covered by options to extend the lease terms, as Management is reasonably certain that such lease terms will be extended. Accordingly, for each lease contract, it was assessed whether there was a stated renewal term included in the contract. If the renewal option is not enforceable, the Group followed an approach that will only include renewal terms if they occur in the current year based on the existing uncertainty on long-term future renewals. In general, the Group usually signs a lease contract for approximately 3-5 year term and then only decide on renewals and renegotiation close to the end of the term, due to the competitive nature of the rental market. The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term.

In the normal course of operations, there are future non-executory cash outflows in respect of leases to which the Group is potentially exposed, and which are not included in the lease liabilities as at the reporting date.

Lease payments are allocated between principal and finance expenses. The finance expense is recognized within the Consolidated statements of income and other comprehensive income.

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Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

3. Summary of significant accounting policies (Continued)

3.12. Provisions

The Group recognizes provisions when it has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period and the increase in provision due to the passage of time is recognized as finance expenses.

3.13. Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has access at that date. The fair value of a liability reflects its non-performance risk.

Please refer to note 6.1. Additional disclosure on financial instruments.

4. Changes in accounting policies and disclosures

New standards and amendments whose application was not yet mandatory in the reporting period

The Group did not early adopt standards and interpretations as well as amendments to existing standards and interpretations issued by the IASB which are effective for financial years beginning on or after January 1, 2020 and whose application was not yet mandatory.

The Group does not expect any material effect from the application of any standards, amendments to standards and interpretations issued but not yet mandatory in the reporting period.

List of new or revised standards is as follows:

New or revised standards		Effective date

IFRS 4 (A) Insurance Contracts—deferral of IFRS 9		January 1, 2021
IFRS 17 (A) Insurance Contracts		January 1, 2023
IAS 1 (A) Presentation of Financial Statements: Classification of Liabilities as Current or Non-current		January 1, 2023
IAS 1 (A) and IAS 8 (A) Definition of Material		January 1, 2020
IFRS 3 (A) Business Combinations		January 1, 2022
IFRS 9 (A), IAS 39 (A) and IFRS 7 (A) Interest Rate Benchmark Reform		January 1, 2020
IAS 16 (A) Property, Plant and Equipment		January 1, 2022
IAS 37 (A) Provisions, Contingent Liabilities and Contingent Assets		January 1, 2022
Annual Improvements 2018 - 2020		January 1, 2022

(A): Amendment

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Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

5. Notes to the condensed interim consolidated statements of income and other comprehensive income

5.1. Revenue from contracts with customers

Revenues

Geographical information

Germany is the home market and accounts for the largest share of sales 60% in the interim period 2019 (2018: 68%). Spain accounts for 20% in the interim period 2019 and only 6% in 2018. The remaining 20% in the interim period 2019 (2018: 25%) of total sales is divided across Switzerland, Turkey, Austria and other European countries.

	Nine months ended September 30,

(in € thousands)	2019		2018
Germany		141,053		109,353
Spain		46,309		10,058
Switzerland		13,197		10,774
Turkey		9,256		9,930
Austria		6,943		7,993
Other European countries(1)		17,802		11,953

Total		234,561		160,061

(1): Comprises: Romania, Poland, Slovakia, France, Latvia and Bosnia and Herzegovina

6. Financial instruments and financial risk management

6.1. Additional disclosure on financial instruments

Financial instruments are classified into the following measurement categories at the Group:

•: Financial assets measured at amortized cost
•: Financial liabilities measured at amortized cost
•: Derivative financial instruments measured at fair value through profit or loss

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Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

6. Financial instruments and financial risk management (Continued)

The following table shows the carrying amounts as well as the fair value of financial assets and financial liabilities as at the reporting dates:

(in € thousands)		No category in accordance to IFRS 9	Category in accordance with IFRS 9

As at September 30, 2019
Non-current financial assets
Other long-term assets	2,238		AC		2
Non-current financial assets	865		AC		—
Current financial assets
Accounts receivables and other receivables	42,133
Trade receivables	39,129		AC		—
Miscellaneous receivables	3,004	IAS 2/IAS 12	n/a		—
Current financial assets	1,531		AC		—
Cash and cash equivalents	34,232		AC		—
Non-current financial liabilities
Long term debt	141,749
Lease liabilities	23,197	IFRS 16	n/a		—
Liabilities to banks	118,552		FLAC	123,482,122	2
Current financial liabilities
Current portion of long-term debt	7,286
Lease liabilities	7,286	IFRS 16	n/a		—
Derivatives	78		FVPL		2
Accounts payable and accrued liabilities	26,374
Trade payables	1,348		FLAC		—
Miscellaneous other payables	25,026	Misc.	n/a		—

n/a = Disclosure of Fair value not necessary in according to IFRS 7.29(a) and IFRS 7.29(d).

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Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

6. Financial instruments and financial risk management (Continued)

(in € thousands)		No category in accordance to IFRS 9	Category in accordance with IFRS 9

As at December 31, 2018
Non-current financial assets
Other long-term assets	1,345		AC	1,345	2
Non-current financial assets	865		AC	—	—
Current financial assets				—
Accounts receivables and other receivables	53,431			—
Trade receivables	52,062		AC	—	—
Miscellaneous receivables	1,369	IAS 2/IAS 12	n/a	—	—
Current financial assets	1,560		AC	—	—
Cash and cash equivalents	15,323		AC	—	—
Non-current financial liabilities				—
Long term debt	190,828			—
Lease liabilities	26,166	IFRS 16	n/a	—	—
Liabilities to banks	150,965		FLAC	152,255	2
Shareholder loan	13,698		FLAC	13,385	2
Current financial liabilities				—
Current portion of long-term debt	5,921			—
Lease liabilities	5,921	IFRS 16	n/a	—	—
Accounts payable and accrued liabilities	26,491			—
Trade payables	2,444		FLAC	—	—
Miscellaneous other payables	24,047	Misc.	n/a	—	—

n/a = Disclosure of Fair value not necessary in according to IFRS 7.29(a) and IFRS 7.29(d).

(in € thousands)		Category in accordance with IFRS 9	Fair Value	Fair Value hierarchy level

As at January 1, 2018
Current financial assets
Cash and cash equivalents	25	AC	n/a	n/a

The main portion of cash in bank is pledged under the Group's SFA loan.

The Group measures the fair value of the financial instruments based on the fair value hierarchy according to IFRS 13 reflecting the significance of the inputs used in making the measurement:


Level 1:		Level 1 inputs are quoted market prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date.
Level 2:		Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of financial instruments in Level 2 are based on valuation techniques using observable inputs, either directly (i.e., as prices) or indirectly (i.e., derived from prices) at the measurement date.
Level 3:		Level 3 inputs are unobservable inputs for the asset or liability. The fair value of financial instruments in Level 3 are based on valuation techniques using significant unobservable inputs.

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Notes to Condensed Interim Consolidated Financial Statements (Continued)

(unaudited)

6. Financial instruments and financial risk management (Continued)

The Group generally uses the discounted cash flow model as the valuation technique to determine the fair value of financial instruments at the measurement date. The objective of the valuation technique is to arrive at a fair value measurement that reflects the price that would be received when selling the asset or paying to transfer the liability in an orderly transaction between market participants at the measurement date. Essential observable inputs used in this valuation technique include risk free interest rates (i.e. EURIBOR Rates) and foreign currency exchange rates.

Financial assets and liabilities measured at fair value through profit and loss (including derivative financial instruments) are classified in Level 2 of the fair value hierarchy applying the discounted cash flow model as well as the Black-Scholes model to determine the fair value by using interest rate curves of the cash flow currency and foreign exchange rates.

For non-current non-derivative financial liabilities (including Liabilities to banks and Shareholder Loans) the fair value, which is determined for disclosure purposes are classified in Level 2. During the nine months ended September 30, 2019, the shareholder loan amounting to €13.7 million was repaid.

For reasons of materiality, the fair value of current non-derivative financial assets and liabilities is generally deemed to be approximated by the carrying amount.

The transfers between the level of the fair value hierarchy are reported at the respective reporting dates. There have been no transfers between the levels during the reporting periods.

The book value of accounts receivable and other receivable and accounts payable and accrued liabilities equals to their fair value because of their short-term nature.

7. Events after the reporting period

The Group evaluated events after the reporting period for recognition or disclosure subsequent to September 30, 2019.

On January 31, 2020, the Group was wholly acquired by TELUS Corporation, located in Canada. As a result, long term debt of €125,580 thousand was repaid on January 31, 2020.

Since January 2020 a novel strain of coronavirus (COVID-19) is spreading worldwide. According to the German Council of Economic Experts, the German economy is expected to decline by 5.1% in 2020 when compared to 2019. For the Euro Zone, the German Council of Economic Experts forecasts the real gross domestic product (GDP) to decline by 7.0% in 2020. Due to the rapid pace of development and the associated high degree of uncertainty, the financial impacts can only be estimated approximately at the time of preparation of the condensed interim consolidated financial statements for the nine months period ended September 30, 2019. To date, COVID-19 has not materially impacted the Group's financial condition and results of operations and the Group does not expect such an impact in the near future, subject to further developments of COVID-19. To date, the Group was able to maintain operations, including financial reporting systems.

With respect to the merger of Triple C Holding GmbH into TELUS International Germany GmbH with TELUS International Germany GmbH as the surviving entity we refer to note 1.1 of these condensed interim consolidated financial statements. No other significant events have occurred since the statement of financial position date.

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Independent Auditor's Report

The Managing Directors
Triple C Holding GmbH:

We have audited the accompanying consolidated financial statements of Triple C Holding GmbH and its subsidiaries, which comprise the consolidated statements of financial position as of December 31, 2019 and 2018 and January 1, 2018, and the related consolidated statements of income and other comprehensive income, changes in owner's equity, and cash flows for the years ended December 31, 2019 and 2018, and the related notes to the consolidated financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Triple C Holding GmbH and its subsidiaries as of December 31, 2019 and 2018 and January 1, 2018, and the results of their operations and their cash flows for the years ended December 31, 2019 and 2018 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

Berlin, Germany
November 30, 2020

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Consolidated Statements of Income and Other Comprehensive Income

			Year ended December 31,

(in € thousands)	Note		2019			2018
Operating Revenues
Revenues arising from contracts with customers		6.1		316,852			238,821
Other operating income		6.2		1,009			3,724

				317,861			242,545



Operating Expenses
Goods and services purchased				(21,928	)		(22,274	)
Employee benefit expense		6.3		(199,646	)		(153,434	)
Depreciation		7.1		(10,987	)		(8,857	)
Amortization of intangible assets		7.2		(16,393	)		(16,228	)
Other operating expenses		6.2		(1,633	)		(5,579	)

				(250,587	)		(206,372	)



Operating Income				67,274			36,173
Financial income		6.4		4,322			256
Financial expenses		6.4		(11,410	)		(14,202	)

Income Before Income Taxes				60,186			22,227
Taxes on income		6.5/ 7.6		(20,225	)		(8,125	)

*Net Income()**				39,961			14,102



Other Comprehensive Income
Items that may subsequently be reclassified to income
Foreign currency translation adjustment arising from translating financial statements of foreign operations				(264	)		(802	)

				(264	)		(802	)

*Total Comprehensive Income()**				39,697			13,300

(*): Attributable in full to owner of the Company.

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Consolidated Statements of Financial Position

		As at December 31,				As at January 1,

(in € thousands)	Note	2019		2018		2018
Assets
Current assets
Cash and cash equivalents	8		38,942		15,323		25
Accounts receivables and other receivables	8		56,540		53,431		—
Income taxes receivable			196		216		—
Other current financial assets	7.8		1,531		1,560		—
Prepaid expenses			704		456		—

			97,913		70,986		25



Non-current assets
Property, plant and equipment, net	7.1		39,453		42,538		—
Intangible assets, net	7.2		125,870		141,690		—
Goodwill	7.2		86,947		86,947		—
Other long-term assets			2,056		1,345		—
Other non-current financial assets	7.8		865		865		—

			255,191		273,385		—

			353,104		344,371		25



Liabilities and owner's equity
Current liabilities
Accounts payable and accrued liabilities	7.3		29,441		26,491		—
Income and other taxes payable			31,870		12,194		—
Current portion of long-term debt	7.5, 8		7,547		5,921		—
Current derivative financial liabilities	8		78		—		—

			68,936		44,606		—



Non-current liabilities
Provisions	7.4		4,421		4,418		—
Long-term debt	7.5, 8		140,116		190,828		—
Deferred income tax liabilities	7.6		33,690		38,275		—

			178,227		233,521		—

			247,163		278,127		—



Owner's equity
Total equity	7.7		105,941		66,244		25



			105,941		66,244		25



			353,104		344,371		25

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Consolidated Statements of Changes in Owner's Equity

			Common equity

			Equity contributed						Accumulated other comprehensive income
(in € thousands)	Note		Share capital		Capital reserve		Retained earnings		Foreign currency translation			Total
Balance as at January 1, 2018 (Previous GAAP)				25		—		—		—			25
Adjustment on initial application of IFRS				—		—		—		—			—

Balance as at January 1, 2018 (IFRS)				25		—		—		—			25

Net income		7.7		—		—		14,102		—			14,102
Other comprehensive income				—		—		—		(802	)		(802	)
Capital contributions		7.7		75		52,844		—		—			52,919

Balance as at December 31, 2018				100		52,844		14,102		(802	)		66,244

Balance as at January 1, 2019				100		52,844		14,102		(802	)		66,244

Net income		7.7		—		—		39,961		—			39,961
Other comprehensive income				—		—		—		(264	)		(264	)

Balance as at December 31, 2019				100		52,844		54,063		(1,066	)		105,941

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Consolidated Statements of Cash Flows

(in € thousands)	Note

Operating Activities
Net income		39,961		14,102
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	7.1, 7.2	27,380		25,085
Deferred income taxes	6.5	(4,583	)	(4,035	)
Interest income/expense	6.4	7,088		13,946
Other		(339	)	(201	)
Net change in non-cash operating working capital		18,385		(1,908	)
Interest received	6.4	4		3

Cash provided by operating activities		87,896		46,992

Investing Activities
Cash payments for acquisitions, net	5	—		(113,394	)
Payments for acquisitions of property, plant and equipment and intangible assets	7.1, 7.2	(6,177	)	(10,037	)
Proceedings from disposals of property, plant and equipment and intangible assets	7.1, 7.2	12		26
Other investing activities	7.8	29		(2,425	)

Cash used by investing activities		(6,136	)	(125,830	)

Financing Activities
Repayment of long-term debt	7.5	(43,713	)	(106,205	)
Proceeds from long-term debt		—		168,713
Capital contributions		—		52,919
Payment of lease liabilities	7.1, 7.6	(5,643	)	(3,291	)
Interest paid		(8,785	)	(18,000	)

Cash (used) provided by financing activities		(58,141	)	94,136

Cash Position
Increase in cash and cash equivalents		23,619		15,298
Cash and cash equivalents, beginning of period	8.1	15,323		25

Cash and cash equivalents, end of period	8.1	38,942		15,323



Supplemental Disclosure of Operating Cash Flows
Income taxes paid, net		(24,808	)	(12,159	)

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Notes to Consolidated Financial Statements

1. Basis of preparation

1.1.: General information

On January 8, 2018, Triple C acquired the Competence Call Center Group hereafter "CCC-Group". Prior to that acquisition Triple C had no operations.

As at reporting date December 31, 2019, Triple C's immediate parent and ultimate parent were Triple C Holding SARL, located in Luxemburg, and Ardian Holding, located in France, respectively. As at date of issue of these financial statements, the immediate parent and ultimate parent of Triple C are TELUS International Germany GmbH, located in Germany, and TELUS Corporation, located in Canada, respectively.

1.2.: Basis of preparation

The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), taking into account the interpretations of the International Financial Reporting Standards Interpretations Committee. As this is Triple C's first set of IFRS financial statements, IFRS 1 First Time Adoption of IFRS is applicable. Refer to Note 2 for details regarding the Company's application of IFRS 1, including the use of allowed exemptions and exceptions.

All intercompany transactions are eliminated during the preparation of the consolidated financial statements.

The consolidated financial statements have been prepared on a historical cost basis, unless otherwise stated. The consolidated financial statements are presented in Euro ("€"), which is the Group's functional currency. All values are rounded to the nearest thousands, except when otherwise indicated. Due to rounding, differences may arise when individual amounts or percentages are added together.

The consolidated financial statements are prepared under the assumption that the business will continue as a going concern.

The date of authorization for issue of these consolidated financial statements for each of the years ended December 31, 2019 and 2018 is November 30, 2020.

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Notes to Consolidated Financial Statements (Continued)

2. First time adoption to IFRS

2.1.: First time adoption

The Group adopted IFRS effective January 1, 2018 and prepared its consolidated financial statements in accordance with IFRS for the first time applicable as at December 31, 2019 together with comparative period data for year ended December 31, 2018. Prior to adopting IFRS, the Group prepared financial statements in accordance with local German GAAP ("HGB").

The Group has applied the following exemptions:

Triple C, a company owned by third parties outside of CCC-Group, acquired 100% of the shares of CCC-Group on January 8, 2018. Therefore, an acquirer shall measure the lease liability at the present value of the remaining lease payments (as defined in IFRS 16) as if the acquired lease were a new lease at the acquisition date (IFRS 3.28B). For simplification reasons, the transition date, i.e., the first-time application date of IFRS 16 determined to be January 1, 2018 considering that the acquisition accounting is also carried out based on CCC-Group's January 1, 2018 financial statements. Therefore, the accounting of all the contracts started before January 1, 2018 commence on January 1, 2018 and for the contracts started after January 1, 2018, their original starting dates are determined to be the first adoption date of IFRS 16.

The transition from HGB to IFRS resulted in changes in accounting policies that affected the financial position and financial performance as follows:

As at January 1, 2018, there were no GAAP differences between HGB and IFRS as issued by the IASB.

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Notes to Consolidated Financial Statements (Continued)

2. First time adoption to IFRS (Continued)

CCC Group's financial statements were converted to IFRS for the first time in the scope of IFRS 3 as at January 8, 2018, as the balance sheet of the acquired company. Therefore; IFRS 1 impacts regarding the following differences between HGB and IFRS have been identified:

a.: Reclassification of restricted cash to financial assets

b.: Financial instruments—trade receivables

c.: Financial instruments—long-term debt

d.: Goodwill, Customer Relations and Brands

As a result of the acquisition of CCC-Group, as detailed in Note 5, goodwill in the amount of €86,947 thousand, customer relations in the amount of €141,295 thousand and brands in the amount of €15,037 thousand representing the fair value as at the transition date were assumed. In addition, the corresponding deferred tax liability was adjusted to €43,614 thousand. Overall, the transition to IFRS resulted in a net increase in intangible assets and goodwill of €45,432 thousand, a net increase in deferred tax liabilities of €34,763 thousand, and a net increase in equity of €7,552 thousand as at December 31, 2018.

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Notes to Consolidated Financial Statements (Continued)

2. First time adoption to IFRS (Continued)

e.: Leases

The application of IFRS 16, resulted in a separate recognition and presentation of the right-of-use assets for identified leases and corresponding lease liability for the expected future lease payments. Expenses for rent of office spaces as well as expenses related to other lease contracts were presented in the statement of profit or loss under goods and services purchased under HGB. Under IFRS 16, the depreciation on right-of-use asset is presented within the profit or loss statement in depreciation and amortization, while the interest expense of lease liability is presented within finance expense. The transition resulted in €29,830 thousand right-of-use assets and €32,087 thousand lease liabilities on balance sheet and a net decrease of €1,711 thousand in equity as at December 31, 2018.

f.: Income taxes and other taxes

The impact of this adjustment resulted in a decrease in equity in the amount of €214 thousand as at December 31, 2018. This adjustment is related to the difference between HGB and IFRS as a result of the application of IAS 12.

g.: Deferred taxes

Deferred tax assets and liabilities include adjustments related to temporary differences and are mainly resulted from customer relations and brands as detailed in section "c" of this note.

h.: Reclassification of transaction costs

The amount includes reclassification of €4,027 thousand from Goods and services purchased account to Other operating expense account.

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2. First time adoption to IFRS (Continued)

2.2.: HGB—IFRS reconciliation as at January 1, 2018 and December 31, 2018

Statement of financial position reconciliation from HGB to IFRS as at January 1, 2018 and December 31, 2018 are as follows:

(in € thousands)	Note	Previous GAAP					Previous GAAP

		As at December 31, 2018					As at January 1, 2018
Assets
Current assets
Cash and cash equivalents	a		17,748	(2,425	)	15,323		25	—	25
Accounts receivables and other receivables	b		53,715	(284	)	53,431		—	—	—
Income taxes receivable			216	—		216		—	—	—
Current financial assets	a		—	1,560		1,560		—	—	—
Prepaid expenses			456	—		456		—	—	—
Derivative assets				—		—		—	—	—

			72,135	(1,149	)	70,986		25	—	25



Non-current assets
Property, plant and equipment, net	e		12,708	29,830		42,538		—	—	—
Intangible assets, net	d		149,105	(7,415	)	141,690		—	—	—
Goodwill	d		34,100	52,847		86,947		—	—	—
Other long-term assets			1,345	—		1,345		—	—	—
Non-current financial assets	a		—	865		865		—		—
Deferred income tax assets	g		472	(472	)	—		—	—	—

			197,730	75,655		273,385		—	—	—

			269,865	74,506		344,371		25	—	25



Liabilities and owner's equity
Current liabilities
Accounts payable and accrued liabilities			26,491	—		26,491		—	—	—
Income and other taxes payable	f		11,803	391		12,194		—	—	—
Advance billings and customer deposits			—	—		—		—	—	—
Provisions			—	—		—		—	—	—
Current portion of long-term debt	c,e		13,713	(7,792	)	5,921		—	—	—
Current derivative liabilities			—	—		—		—	—	—

			52,007	(7,401	)	44,606		—	—	—



Non-current liabilities
Provisions			—	4,418		4,418		—	—	—
Long-term debt	c,e		155,000	35,828		190,828		—	—	—
Other long-term liabilities			—	—		—		—	—	—
Deferred income taxes	g		4,973	33,302		38,275		—	—	—

			159,973	73,548		233,521		—	—	—

			211,980	66,147		278,127		—	—	—



Owner's equity
Total equity			57,885	8,359		66,244		25	—	25

			57,885	8,359		66,244		25	—	25

			269,865	74,506		344,371		25	—	25

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Notes to Consolidated Financial Statements (Continued)

2. First time adoption to IFRS (Continued)

Statement of income and other comprehensive income reconciliation from HGB to IFRS for the year ended December 31, 2018 is as follows:

		Year ended December 31, 2018

(in € thousands)	Note	Previous GAAP			Effect of transition to IFRS			IFRS
Operating Revenues
Revenues arising from contracts with customers			238,821			—			238,821
Other operating income			3,724			—			3,724

			242,545			—			242,545



Operating Expenses
Goods and services purchased	e,h		(30,550	)		8,276			(22,274	)
Employee benefit expense			(153,434	)		—			(153,434	)
Depreciation	e		(3,036	)		(5,821	)		(8,857	)
Amortization of intangible assets	d		(20,039	)		3,811			(16,228	)
Other operating expenses	b,h		(1,515	)		(4,064	)		(5,579	)

			(208,574	)		2,202			(206,372	)



Operating Income			33,971			2,202			36,173
Financial income	c		3			253			256
Financial expenses	c,e		(17,254	)		3,052			(14,202	)

Income Before Income Taxes			16,720			5,507			22,227
Taxes on income	f,g		(10,977	)		2,852			(8,125	)

*Net Income()**			5,743			8,359			14,102



Other Comprehensive Income
Items that may subsequently be reclassified to income
Foreign currency translation adjustment arising from translating financial statements of foreign operations			—			(802	)		(802	)

			—			(802	)		(802	)

*Total Comprehensive Income()**			5,743			7,557			13,300

(*): Attributable in full to owner of the Company.

3. Summary of significant accounting policies

3.1.: Basis of consolidation

The Group's consolidated financial statements include accounts of Triple C, the ultimate parent company within the Group and the accounts of all subsidiaries. In total, 21 subsidiaries are included in the scope of consolidation in as at December 31, 2019 (December 31, 2018: 21 subsidiaries).

3.2. Use of estimates and judgements

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3. Summary of significant accounting policies (Continued)

financial statements; and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Information about estimates assumptions and estimation uncertainties at December 31, 2019 that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities in the next financial year is included in the following notes:

Note 3.5 and 7.2—goodwill and customer relations relating to key assumptions terminal growth rate and discount rate

Note 3.10 and 7.5—leases relating to lease term determinations considering renewal options

3.3. Financial instruments—initial recognition and subsequent measurement

A financial instrument is any contract that gives rise to a financial asset of one party and a financial liability or equity instrument of another party.

Hedge Accounting according to IFRS 9 is not applied by the Group.

Financial assets

Classification

For purposes of subsequent measurement, financial assets are classified, at initial recognition, into four categories:

•: Financial assets at fair value through OCI with item that may subsequently be reclassified to income (debt instruments)
•: Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)
•: Financial assets at fair value through profit or loss
•: Financial assets at amortized cost (debt instruments)

Depending on the substance of the contractual arrangement financial assets represent debt instruments or equity instruments according to IAS 32.

The classification of financial assets at initial recognition, representing debt instruments, depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. With the exception of account receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Account receivables that do not

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3. Summary of significant accounting policies (Continued)

contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price as disclosed in Note 3.4. Revenue from contracts with customers.

In order for a financial asset, representing a debt instrument, to be classified and measured at amortised cost or fair value through OCI (with recycling), it needs to give rise to cash flows that are "solely payments of principal and interest (SPPI)" on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.

Financial assets, representing debt instruments, not meeting the conditions mentioned above are classified and measured at fair value through profit or loss.

Financial assets at amortised cost

The Group's financial assets at amortised cost includes cash and cash equivalents and account receivables.

Financial assets at fair value through profit or loss (debt and equity instruments)

The Group's financial assets at fair value through profit or loss are derivative financial assets.

Financial assets at fair value through OCI with recycling (debt instruments)

The Group does not hold any financial assets at fair value through OCI (debt instruments).

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3. Summary of significant accounting policies (Continued)

Financial assets designated at fair value through OCI with no recycling (equity instruments)

The Group does not hold any financial assets at fair value through OCI (equity instruments).

Derecognition

•: The rights to receive cash flows from the asset have expired.

•: The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

Impairment

The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

The general impairment methodology follows a three-stage approach based on the change in credit quality of financial assets since initial recognition (general approach). At initial recognition, debt

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3. Summary of significant accounting policies (Continued)

instruments are assumed to have a low credit risk, for which a loss allowance is recognized that results from default events that are possible within the next 12-months (Stage 1; 12-months ECL). The Group considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of 'investment grade. When there has been a significant increase in credit risk, the loss allowance is measured using lifetime ECL (Stage 2). If there is objective evidence of impairment (Stage 3), Group also accounts for lifetime ECL and recognizes an impairment.

For trade receivables, the Group applies a simplified approach in calculating ECLs. The trade receivables are aggregated to determine expected credit losses based on similar risk characteristics. When applying the simplified approach, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

Financial Liabilities

Classification

The Group's financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial liabilities.

For purposes of subsequent measurement, financial liabilities are classified in two measurement categories at initial recognition:

•: Financial liabilities at fair value through profit or loss
•: Financial liabilities at amortized cost

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3. Summary of significant accounting policies (Continued)

Financial liabilities at fair value through profit or loss

Gains or losses on financial liabilities at fair value through profit and loss are recognised in the statement of profit or loss.

The Group has classified derivative instruments as financial liability as at fair value through profit or loss and does not have designated financial liabilities at fair value through profit or loss.

Financial liabilities at amortized cost

This category generally applies to trade and other payables, loans and borrowings including bank overdrafts.

Derecognition

Non-substantial modifications impact profit and loss only to the extent that an interest rate differential is recognized.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the

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3. Summary of significant accounting policies (Continued)

recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

3.4. Revenue from contracts with customers

General

If the end customer calls the Triple C call center, inbound revenues are generated. If Triple C calls its customer's customer outbound revenues are generated.

The rendered services for both revenue streams are similar, and comprise activities as follows:

•: General customer support for a variety of companies
•: Technical support
•: Sales services, e.g. booking of flights or telecommunication contracts
•: After-sales services such as customer support for product returns

The Group's revenues are recorded net of any value-added and/or sales taxes billed to the customer concurrent with a revenue-generating transaction.

The Group uses the following revenue accounting practical expedients provided for in IFRS 15, Revenue from Contracts with Customers:

•: No adjustment of the contracted amount of consideration for the effects of financing components when, at the inception of a contract, it is expected that that the effect of the financing component is not significant at the individual contract level.

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3. Summary of significant accounting policies (Continued)

•: No deferral of contract acquisition costs when the amortization period for such costs would be one year or less.
•: When estimating minimum transaction prices allocated to any remaining unfulfilled, or partially unfulfilled, performance obligations, exclusion of amounts arising from contracts originally expected to have a duration of one year or less, as well as amounts arising from contracts under which Triple C may recognize and bill revenue in an amount that corresponds directly with their completed performance obligations. As Triple C recognizes its revenues applying IFRS 15.B16, the disclosure requirement according to IFRS 15.120 does not apply (ref. IFRS 15.121(b).

Variable consideration

3.5. Business combinations

3.6. Depreciation, amortization and impairment

Depreciation and amortization

Estimated useful lives for property, plant and equipment and right-of-use lease assets subject to depreciation are as follows:

		Estimated useful lifes

Buildings and leasehold improvements		5 to 10 years
Operating equipment		3 to 8 years
Right of Use asset		1 to 11 years

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Notes to Consolidated Financial Statements (Continued)

3. Summary of significant accounting policies (Continued)

Estimated useful lives for intangible assets subject to amortization are as follows:

		Estimated useful lifes

Software		3 years
Brands		10 years
Customer relationships		10 years

Impairment of non-financial assets

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Notes to Consolidated Financial Statements (Continued)

3. Summary of significant accounting policies (Continued)

Impairment losses relating to goodwill cannot be reversed in future periods.

3.7. Translation of foreign currencies

The Group used the following exchange rates to convert the financial statements of its subsidiaries:

	Year ended December 31, 2019				Year ended December 31, 2018

	Year-end rate		Average rate		Year-end rate		Average rate		As at January 1, 2018
Euros per Turkish Lira ("TRY")		6.6506		6.6843		6.0588		5.7077	n/a
Euros per Swiss Francs ("CHR")		1.0870		1.0854		1.1269		1.1550	n/a
Euros per Polish Zloty ("PLN")		4.2585		4.2568		4.3014		4.2615	n/a
Romanian Leu ("RON")		4.7793		4.7830		4.6635		4.6540	n/a
Convertible Mark ("BAM")		1.9558		1.9558		1.9558		1.9558	n/a

3.8. Income taxes

Income taxes include current income taxes as well as deferred taxes. In accordance with IAS 12, the Group uses the liability method for the accounting of income taxes.

Following this method, current income taxes are recognized for the estimated amount the Group expects to settle with or recover from the tax authorities. This includes liabilities and/or receivables for the current period as well as for prior periods.

A deferred tax liability is generally recognized for temporary differences associated with investments in subsidiaries, joint arrangements and associates, if the Group is able to control the timing

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3. Summary of significant accounting policies (Continued)

of the reversal of the temporary difference and it is probable that the temporary differences will reverse in the foreseeable future.

Current and deferred taxes are recognized within profit and loss unless that they arise from a transaction which is recognized outside profit and loss.

3.9. Cash and cash equivalents

Cash and cash equivalents represent cash balances at different banks and cash at hand.

3.10. Property, plant and equipment; intangible assets

3.11. Leases

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3. Summary of significant accounting policies (Continued)

Right-of-use lease assets

Lease liabilities

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Since the interest rate implicit in each lease cannot be readily determined, the Group uses its incremental borrowing rate as the discount rate. The incremental borrowing rate is the interest rate that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset as the underlying lease agreement in a similar economic environment. The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased. The calculation model is based on a build-up approach which includes company-specific risk premium. Accordingly, it is assumed that the worst available rating curve shape is suitable for Triple C risk profile based on the Group's credit margin.

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3. Summary of significant accounting policies (Continued)

contract. If the renewal option is not enforceable, the Group followed an approach that will only include renewal terms if they occur in the current year based on the existing uncertainty on long-term future renewals. In general, the Group usually signs a lease contract for approximately 3-5 year term and then only decide on renewals and renegotiation close to the end of the term, due to the competitive nature of the rental market. The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term.

Lease payments are allocated between principal and finance expenses. The finance expense is recognized within the Consolidated statements of income and other comprehensive income.

3.12. Provisions

3.13. Fair value measurement

Please refer to note 8.1. Additional disclosure on financial instruments.

4. Changes in accounting policies and disclosures

New standards and amendments whose application was not yet mandatory in the reporting period

The Group does not expect any material effect from the application of any standards, amendments to standards and interpretations issued but not yet mandatory in the reporting period.

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Notes to Consolidated Financial Statements (Continued)

4. Changes in accounting policies and disclosures (Continued)

List of new or revised standards is as follows:

New or revised standards		Effective date

IFRS 4(A) Insurance Contracts—deferral of IFRS 9		January 1, 2021
IFRS 17(A) Insurance Contracts		January 1, 2023
IAS 1(A) Presentation of Financial Statements: Classification of Liabilities as Current or Non-current		January 1, 2023
IAS 1(A) and IAS 8(A) Definition of Material		January 1, 2020
IFRS 3(A) Business Combinations		January 1, 2022
IFRS 9(A), IAS 39(A) and IFRS 7(A) Interest Rate Benchmark Reform		January 1, 2020
IAS 16(A) Property, Plant and Equipment		January 1, 2022
IAS 37(A) Provisions, Contingent Liabilities and Contingent Assets		January 1, 2022
Annual Improvements 2018-2020		January 1, 2022

(A): Amendment

5. Business combinations

Summary of acquisition

On January 8, 2018, Triple C acquired 100% of the shares of CCC Erste Beteiligungs GmbH, the parent of CCC-Group, which primarily offers internationally distinguished call center solutions such as incoming calls, outgoing calls, e-mail communication or in written customer correspondence since 1998. The background of the acquisition was a first-time development in the market.

The Group accounts for business combinations using the acquisition method when control is transferred to the Group.

For the eight days ended January 8, 2018, CCC Group realized revenue of €5,234 thousand and profit of €305 thousand to the Group's results. If the acquisition had occurred on January 1, 2018, management estimates that consolidated revenue would have been €244,055 thousand, and consolidated profit for the year would have been €14,203 thousand. In determining these amounts, management has assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on January 1, 2018.

Consideration transferred

The following table summarizes the acquisition date fair value of each major class of consideration transferred.

(in € thousands)		As at January 8, 2018

Cash paid			121,574

Total purchase consideration			121,574

The consideration transferred in the acquisition is measured at fair value, as are the identifiable net assets acquired.

There is no contingent consideration transferred in the acquisition.

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Notes to Consolidated Financial Statements (Continued)

5. Business combinations (Continued)

Acquisition-related costs

Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The Group incurred acquisition-related costs of €4,027 thousand on legal fees and due diligence costs. These costs have been included under other operating expense under consolidated statements of income and other comprehensive income.

Identifiable assets acquired and liabilities assumed

The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the date of acquisition.

(in € thousands)

Cash and cash equivalents	8,180
Accounts receivables and other receivables	29,889
Income taxes receivable	424
Prepaid expenses	360
Property, plant and equipment	29,613
Intangible assets	94
Brand	15,037
Customer relationships	141,295
Other long-term assets	274
Accounts payable and accrued liabilities	(14,631	)
Income and other taxes payable	(1,321	)
Current portion of long-term debt	(69,581	)
Provisions	(4,163	)
Long-term debt	(58,780	)
Deferred income taxes	(42,063	)

Net identifiable assets acquired	34,627



Goodwill	86,947

Net assets acquired	121,574

Goodwill is tested annually for impairment. Goodwill is mainly attributable to the workforce of the acquired business. It will not be deductible for tax purposes.

Acquired receivables

The fair value of acquired trade receivables amounted to €29,523 thousand. The gross contractual amount for trade receivables due amounted to €29,770 thousand with a credit risk related portion of €247 thousand.

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Notes to Consolidated Financial Statements (Continued)

5. Business combinations (Continued)

Measurement of fair values

The valuation techniques used for measuring the fair value of assets acquired are as follows

Acquired assets		Valuation technique

Intangible assets		Relief from Royalty Method and Multi-period excess method (MEEM): The brand-related intangible assets were valued using the relief from royalty method. The principle behind this method is that the value of the intangible asset is equal to the present value of the after-tax royalty savings attributable to owning the intangible asset. The customer-related intangible assets were valued using the multi-period excess method (MEEM), a method of the income approach. The principle behind this method is that the value of the intangible asset is equal to the present value of the after-tax cash flows attributable to the intangible asset only.

6. Notes to the consolidated statements of income and other comprehensive income

6.1. Revenue from contracts with customers

Revenues

Geographical information

Germany is the home market and accounts for the largest share of sales 59% in 2019 (2018: 66%). Spain accounts for 20% in 2019 and only the half in 2018 (10%). The remaining 21% in 2019 (2018: 24%) of total sales is divided across Switzerland, Turkey, Austria and other European countries.

	Year ended December 31,

(in € thousands)	2019		2018
Germany		188,492		157,736
Spain		63,715		24,340
Switzerland		18,139		14,923
Turkey		12,365		12,900
Austria		9,143		11,128
Other European countries(1)		24,998		17,794

Total		316,852		238,821

(1): Comprises: Romania, Poland, Slovakia, France, Latvia and Bosnia and Herzegovina

Accounts receivables and other receivables

	As at December 31,						As at January 1,

(in € thousands)	2019			2018			2018
Trade receivables		54,794			52,458			—
Allowance for impairment losses		(667	)		(395	)		—

Other receivables		2,413			1,368			—

Total		56,540			53,431			—

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Notes to Consolidated Financial Statements (Continued)

6. Notes to the consolidated statements of income and other comprehensive income (Continued)

Accounts receivables bear no interest and there are no limitations of any kind on rights of disposal. All accounts receivables are expected to be fully recovered. As at December 31, 2019 and 2018, and January 1, 2018 other receivables mainly include receivables from personnel and social security administration and value added tax receivables.

Disclosures on credit risk of accounts and other receivable account can be found in Note 8.

6.2. Other operating income and expense

Details of other operating income consist of the following as at reporting periods:

	Year ended December 31,

(in € thousands)	2019		2018
Foreign exchange income		786		2,433
Other		223		1,291

Other operating income		1,009		3,724

Details of other operating expense consist of the following as at reporting periods:

	Year ended December 31,

(in € thousands)	2019			2018
Foreign exchange losses		(886	)		(1,350	)
Expense from valuation of bad debt		(270	)		(149	)
Expense from write-off of receivables		(472	)		(33	)
Other operating expense		(5	)		(20	)
Transaction costs		—			(4,027	)

Other operating expense		(1,633	)		(5,579	)

6.3. Employee benefit expense

Details of employee benefit expense consists of the following as at reporting periods:

	Year ended December 31,

(in € thousands)	2019			2018
Wages and salaries		(154,205	)		(117,593	)
Social security contributions		(35,028	)		(23,543	)
Other		(10,413	)		(12,298	)

Employee benefit expense		(199,646	)		(153,434	)

Other employee benefit expenses consist of meal voucher expenses, vacation and severance pay accruals, employee insurance expenses and other employee benefit related expenses.

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6. Notes to the consolidated statements of income and other comprehensive income (Continued)

6.4. Finance income and expense

Details of financing costs consist of the following as at reporting periods:

	Year ended December 31,

(in € thousands)	2019			2018
Finance income
Interest income from current bank accounts		2			1
Other interest income		4,320			255

		4,322			256



Finance expense
Interest expense from lease liabilities		(893	)		(746	)
Interest expense from borrowings		(10,517	)		(13,456	)

		(11,410	)		(14,202	)

Finance expense, net		(7,088	)		(13,946	)

The increase in interest income is related to the changes in cash flows due to decrease of credit margin of long-term debt that resulted in an adjustment of their carrying value.

6.5. Income taxes

The Group's income tax expense is as detailed below:

	Year ended December 31,

(in € thousands)	2019			2018
Current income taxes		24,808			12,159
Deferred income taxes		(4,583	)		(4,034	)

Income tax expense		20,225			8,125

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Notes to Consolidated Financial Statements (Continued)

6. Notes to the consolidated statements of income and other comprehensive income (Continued)

Reconciliation of tax expense and the accounting profit multiplied by the Group's domestic tax rate for the fiscal years ended December 31, 2019 and 2018:

	Year ended December 31,

(in € thousands)	2019			2018
Income before income taxes		60,186			22,227

Expected taxes		19,220			7,098



Tax rate differences		(245	)		(98	)
Change in permanent differences		(58	)		70
Non-deductible expenses		48			368
Tax-free income		(149	)		(225	)
Trade tax adjustments		357			523
Addition to non-recognized tax loss carryforward		47			49
Use of non-recognized tax loss carryforward		(13	)		(835	)
Prior year taxes (current tax)		1,172			1,322
Prior year taxes (deferred tax)		33			(114	)
Other		(187	)		(33	)

Taxes on income		20,225			8,125

For the expected tax rate, the tax rate of the parent entity of 31,94% is used and has not changed from prior year. The expected tax rate consists of 15.83% corporate income tax inclusive solidarity surcharge and 16.11% trade tax.

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Notes to Consolidated Financial Statements (Continued)

7. Notes to the consolidated statements of financial position

7.1. Property, plant and equipment

	Owned assets									Right-of-use lease assets

(in € thousands)	Operating equipment			Buildings and leasehold improvements			Total			Real estate		Total
Cost
As at January 1, 2018		—			—			—			—		—
Additions		4,267			4,272			8,539			13,478		22,017
Additions arising from business acquisitions		2,640			4,800			7,440			22,173		29,613
Dispositions, retirements and other		(330	)		—			(330	)		—		(330	)
Net foreign exchange differences		(273	)		(202	)		(475	)		—		(475	)

As at December 31, 2018		6,304			8,870			15,174			35,651		50,825



As at January 1, 2019		6,304			8,870			15,174			35,651		50,825
Additions		2,846			2,746			5,592			2,404		7,996
Dispositions, retirements and other		(182	)		(471	)		(653	)		—		(653	)
Net foreign exchange differences		(111	)		(76	)		(187	)		—		(187	)

As at December 31, 2019		8,857			11,069			19,926			38,055		57,981



Accumulated depreciation
As at January 1, 2018		—			—			—			—		—
Depreciation		1,782			1,254			3,036			5,821		8,857
Dispositions, retirements and other		(304	)		—			(304	)		—		(304	)
Net foreign exchange differences		(185	)		(81	)		(266	)		—		(266	)

As at December 31, 2018		1,293			1,173			2,466			5,821		8,287



As at January 1, 2019		1,293			1,173			2,466			5,821		8,287
Depreciation		2,148			1,847			3,995			6,992		10,987
Dispositions, retirements and other		(179	)		(468	)		(647	)		—		(647	)
Net foreign exchange differences		(105	)		6			(99	)		—		(99	)

As at December 31, 2019		3,157			2,558			5,715			12,813		18,528



Net book value
As at January 1, 2018		—			—			—			—		—

As at December 31, 2018		5,011			7,697			12,708			29,830		42,538

As at December 31, 2019		5,700			8,511			14,211			25,242		39,453

As at December 31, 2019 and December 31, 2018 there were no contractual commitments for the acquisition of property, plant and equipment.

As at December 31, 2019 bank guarantees and performance bonds given for right-of-use assets totaled €6,543 thousand (December 31, 2018: €3,718 thousand; January 1, 2018: none).

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Notes to Consolidated Financial Statements (Continued)

7. Notes to the consolidated statements of financial position (Continued)

Amounts recognized in profit or loss related to right-of-use lease assets are as follow:

	Year ended December 31,

(in € thousands)	2019		2018
Interest on lease liabilities		893		746
Expenses relating to short-term leases		1,152		1,005
Depreciation of right-of-use lease assets		6,992		5,821

Total		9,037		7,572

Further details on lease liabilities are disclosed in Note 7.5.

7.2. Intangible assets and Goodwill

	Intangible assets subject to amortization

(in € thousands)	Customer relationships		Brand		Software, licences and patent rights			Total			Goodwill		Total intangible assets and goodwill
Cost
As at January 1, 2018		—		—		—			—			—		—
Additions		—		—		1,498			1,498			—		1,498
Additions arising from business acquisitions		141,295		15,037		94			156,426			86,947		243,373
Dispositions, retirements and other		—		—		(670	)		(670	)		—		(670	)
Net foreign exchange differences		—		—		(6	)		(6	)		—		(6	)

As at December 31, 2018		141,295		15,037		916			157,248			86,947		244,195

As at January 1, 2019		141,295		15,037		916			157,248			86,947		244,195
Additions		—		—		585			585			—		585
Dispositions, retirements and other		—		—		(63	)		(63	)		—		(63	)
Net foreign exchange differences		—		—		(6	)		(6	)		—		(6	)

As at December 31, 2019		141,295		15,037		1,432			157,764			86,947		244,711

Accumulated amortization
As at January 1, 2018		—		—		—			—			—		—
Amortization		13,820		1,422		986			16,228			—		16,228
Dispositions, retirements and other		—				(670	)		(670	)		—		(670	)



As at December 31, 2018		13,820		1,422		316			15,558			—		15,558



As at January 1, 2019		13,820		1,422		316			15,558			—		15,558
Amortization		14,130		1,454		809			16,393			—		16,393
Dispositions, retirements and other		—		—		(57	)		(57	)		—		(57	)



As at December 31, 2019		27,950		2,876		1,068			31,894			—		31,894



Net book value

As at January 1, 2018		—		—		—			—			—		—

As at December 31, 2018		127,475		13,615		600			141,690			86,947		228,637



As at December 31, 2019		113,345		12,161		364			125,870			86,947		212,817

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Notes to Consolidated Financial Statements (Continued)

7. Notes to the consolidated statements of financial position (Continued)

The remaining useful life of customer relationships and brand is 8 years for each class of intangible asset.

Impairment testing of goodwill

Triple C acquired 100% of CCC-Group on January 8, 2018 as detailed in Note 5. The goodwill resulting from this acquisition is attributable to CCC-Group's call center business and is not deductible for tax purposes.

Triple C consists of one operating segment representing one CGU, therefore; the total carrying amount of the goodwill represents the whole Group. The recoverable amount of the CGU is determined based on the respective CGU's value in use. The key assumptions for determining the value in use are those regarding the forecasted cashflows, discount rates and growth rates. Forecasted cashflows are derived from cash inflow from projected revenues less cash costs. Management estimates revenue based on a growth of expected hours rendered to customers and market projections by 3rd party market study providers and plans cash costs accordingly. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGU. The growth rates are based on industry growth forecasts. The basis on which the CGU's recoverable amount has been determined on its value in use, estimated by using the discounted cash flow method.

Cash flow forecasts are derived from the most recent financial budgets approved by the management for the next five years.

The further key assumptions on which management has based its cash flow projection are shown in the table below:

	Year ended December 31,

	2019			2018
Terminal growth rate		1.0	%		1.0	%
Discount rate		7.4	%		7.3	%

This long-term growth rates applied in the impairment assessments do not exceed the average long-term growth rate for the CGU. The discount rate applied is derived from the Group's weighted average cost of capital, which is benchmarked to externally available data. The Group did not incur any impairment losses related to goodwill during the years 2019 or 2018. In addition, the Group does not have any historical accumulated impairments related to these assets.

Sensitivity testing was conducted as a part of the December 2018 and 2019 annual impairment test, a component of which was hypothetical changes in the future weighted average cost of capital. The test included a scenario of moderate declines in annual cash flows with all other assumptions being held constant; under this scenario, we would be able to recover the carrying values of our goodwill for the foreseeable future.

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Notes to Consolidated Financial Statements (Continued)

7. Notes to the consolidated statements of financial position (Continued)

7.3. Accounts payable and accrued liabilities

The Group's accounts payable and accrued liabilities for each of the fiscal years presented consisted of the following:

	As at December 31,				As at January 1,

(in € thousands)	2019		2018		2018
Accruals for personnel expenses		12,386		12,247		—
Other accruals		1,328		848		—

		13,714		13,095		—



Trade payables		1,444		2,444		—
Payroll liabilities		6,661		6,316		—
Liabilities from taxes		4,519		4,590		—
Other liabilities		3,103		46		—

		29,441		26,491		—

7.4. Provisions

The Group's provisions for each of the fiscal years presented consisted of the following:

(in € thousands)

As at January 1, 2018	—	—	—
Additions arising from business acquisitions	18	4,145	4,163
Additions	253	—	253
Interest effect	2	—	2

As at December 31, 2018	273	4,145	4,418



Interest effect	3	—	3

As at December 31, 2019	276	4,145	4,421

Tax related provisions mainly relate to VAT and interest.

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Triple C Holding GmbH

Notes to Consolidated Financial Statements (Continued)

7. Notes to the consolidated statements of financial position (Continued)

7.5. Long-term debt

The Group's long-term debt for each of the fiscal years presented consisted of the following:

	As at December 31,				As at January 1,

(in € thousands)	2019		2018		2018
Current
Lease liabilities		7,547		5,921		—

		7,547		5,921		—



Non-current
Liabilities to a shareholder		—		13,713		—
Liabilities to banks		118,817		150,949		—
Lease liabilities		21,299		26,166		—

		140,116		190,828		—



Long-term debt		147,663		196,749		—

Liabilities to a shareholder

Liabilities to a shareholder is related to a shareholder loan granted in the course of the purchase transaction of CCC-Group. The total amount was repaid in full in the financial year 2019 from current cash flow (Note 7.9).

Liabilities to banks

Liabilities to banks relate to the Senior Facility Agreement ("SFA") Triple C signed with The Governor and Company of the Bank of Ireland on November 21, 2017.

The Agreement was signed for €110,000 thousand, including an additional working capital loan in the amount of €10,000 thousand and the total amount was received in 2018 to be fully paid back on January 8, 2025. In December 2018, the loan amount was increased to €155,000 thousand. In 2019, a total amount of €30,000 thousand was repaid. The remaining balance was paid on January 31, 2020 (Note 10).

For the claims of the Triple C under the Senior Facility Agreement concluded on November 21, 2017, the borrowers and guarantors provide the lenders with all current and future assets of the Group as collateral, subject to the usual market limitation.

These were essentially: Pledge of the company shares to the borrowers and guarantors, pledging of cash in bank, pledging or respectively assignment of security of receivables from deliveries and services as well as pledging or respectively assignment of security of claims from insurance contracts, and intercompany loan agreements.

If an obligor grants security over one of these pledges, it shall be free to deal with those accounts in the course of its business until a declared default has occurred.

Additionally, in 2018, the Company paid the two loans acquired as a part of CCC-Group acquisition. The total repaid loan amount was €106,205 thousand.

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Triple C Holding GmbH

Notes to Consolidated Financial Statements (Continued)

7. Notes to the consolidated statements of financial position (Continued)

Lease liabilities

Movement of lease liabilities as at reporting dates are detailed below:

	Year ended December 31,

(in € thousands)	2019			2018
Balance, beginning of period		32,087			—
Additions arising from business acquisitions		—			22,156
Additions		3,295			13,968
Interest expenses		(893	)		(746	)
Payments reducing lease liability		(5,643	)		(3,291	)

Balance, end of period		28,846			32,087



Current		7,547			5,921



Non-current		21,299			26,166

Further details on lease liabilities are disclosed in Note 7.1.

7.6. Deferred taxes

The Group's deferred income tax balance for each of the fiscal years presented consisted of the following:

	As at December 31,						As at January 1,

(in € thousands)	2019			2018			2018
Deferred income tax assets
Property, plant and equipment		388			251			—
Accrued liabilities		922			500			—
Current portion of long-term debt		2,034			1,535			—
Long-term debt		5,987			7,236			—
Tax loss carryforward		898			899			—
Other		168			162			—

Total deferred income tax assets		10,397			10,583			—



Deferred income tax liabilities
Property, plant and equipment		(7,026	)		(8,160	)		—
Intangible assets		(35,014	)		(39,374	)		—
Long-term debt		(1,973	)		(1,288	)		—
Other		(74	)		(36	)		—

Total deferred income tax liabilities		(44,087	)		(48,858	)		—

Offsetting		(10,397	)		(10,583	)		—

Total deferred income tax assets, net		—			—			—

Total deferred income tax liabilities, net		(33,690	)		(38,275	)		—

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Notes to Consolidated Financial Statements (Continued)

7. Notes to the consolidated statements of financial position (Continued)

As at December 31, 2019, the Group had foreign tax loss carryforwards of €3,593 thousand (December 31, 2018: €3,596 thousand, January 1, 2018: €0). Deferred income tax assets on tax loss carryforwards of €898 thousand (December 31, 2018: €899 thousand, January 1, 2018: €0) were recognized.

Deferred income tax assets exceeding deferred income tax liabilities in the amount of €51 thousand (December 31, 2018: €44 thousand, January 1, 2018: €0) for companies that generated a loss in the current or previous period were recognized as these are considered to be recoverable.

Taxable temporary differences associated with investments in subsidiaries, branches and associates and interests in joint arrangements in the amount of €6,606 thousand (December 31, 2018: €5,592 thousand, January 1, 2018: €0) have not been recognized.

7.7. Total equity

Total equity consists of paid in share capital, capital reserves, other accumulated comprehensive income and net income.

Share capital consists of 100 thousand shares with a par value of €1 each and is fully paid. (December 31, 2018: 100 thousand shares, €1 par value and; January 1, 2018: 25 thousand shares and €1 par value). The main portion of the shares is pledged under the Group's SFA loan. The capital reserve relates to shareholder contributions in connection with the acquisition of the investments in CCC Erste Beteiligungs GmbH, Berlin.For further information on the change in equity, please refer to the consolidated statements of changes in equity.

Capital management for the Group was performed by Triple C and includes the consideration of legal requirements relating to the equity and liquidity requirements during the periods presented. Thereby the target is to continuously increase its enterprise value and safeguard a strong capital base to maintain market confidence and provide returns for shareholders and benefits for other stakeholders. The Group is not subject to any externally imposed capital requirements. The Group's total capital defined for capital management purposes is the sum of equity and cash and cash equivalents. The Group manages its operating capital structure and makes adjustments to it based on economic conditions and risks associated with its business.

7.8. Other financial assets

As at December 31, 2019, 2018 and January 1, 2018, there were no term deposits or bank overdrafts. On the above-mentioned reporting dates, there were bank balances at DZ Bank as at December 31, 2019: €865 thousand (as at December 31, 2018: €865 thousand; as at January 1, 2018: €0) and Erste Bank as at December 31, 2019: €1,531 thousand (as at December 31, 2018: €1,560 thousand; as at January 1, 2018: €0) which were paid in as security for bank guarantees issued. These amounts are subject to regulatory restrictions and are therefore not available for general use by the Group and were presented as current (non-current) financial assets in the statement of financial position.

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Triple C Holding GmbH

Notes to Consolidated Financial Statements (Continued)

7. Notes to the consolidated statements of financial position (Continued)

7.9. Related party transactions

Transactions and balances with related parties

Related parties in accordance with IAS 24, Related Party Disclosures, are those legal entities, other than entities that are already included in the consolidated financial statements, and natural persons which can be significantly influenced by or are able to influence the Group.

As at December 31, 2019, Triple C Holding SARL controls 100% of Triple C Holding GmbH and as such, it is the immediate parent company for the companies of the Group. The ultimate controlling party is Ardian Holding. As at date of issue of the financial statements, TELUS Corporation controls 100% of Triple C Holding GmbH and as such, it is the ultimate controlling party for the companies of the Group, whereas TELUS International Germany GmbH is the parent company of the entity.

As at December 31, 2018, liabilities to a shareholder in the amount of €13,697 thousand was outstanding as a shareholder loan that was granted in the course of the purchase transaction of CCC-Group. This was repaid in full in the financial year 2019 from current cash flow.

The main portion of the intercompany loan was pledged under the Group's SFA loan.

Please refer to Note 10—Events after the reporting period for further related party transactions.

Transactions with key management personnel

Executive managers working within the Group were allowed to buy in directly as Limited Partners of a so-called Partnership shareholders of legal entities holding indirect investments in Triple C and bound by a contractual agreement and therefore hold an indirect investment in Triple C.

If and to the extent that a manager ceases his employment before the occurrence of an exit event, the executive manager grants the General Partner of the Partnership the right to purchase and acquire all of his shares. The purchase price for the leaver shares will be determined, depending on the reasons for and time of leaving, as the fair market value of the leaver shares or the cost of investment plus interest on these equity instruments.

The transaction is classified as equity-settled according to IFRS 2. Since the executive managers had to pay the fair market value of the shares in course of the acquisition, the fair value of any quantifiable benefits is zero. Therefore, no expenses have to be recognized at any time.

The Group's key management personnel have authority and responsibility for overseeing, planning, directing and controlling the activities of the Group and consist of Managing Directors and Advisory Board.

Total compensation expense for key management personnel, and the composition thereof, is as follows:

	As at December 31,

(in € thousands)	2019		2018
Short-terms benefits		5,941		862

Total		5,941		862

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Notes to Consolidated Financial Statements (Continued)

8. Financial instruments and financial risk management

8.1. Additional disclosure on financial instruments

Financial instruments are classified into the following measurement categories at the Group:

•: Financial assets measured at amortized cost
•: Financial liabilities measured at amortized cost
•: Derivative financial instruments measured at fair value through profit or loss

The following table shows the carrying amounts as well as the fair value of financial assets and financial liabilities as at the reporting dates:

(in € thousands)		No category in accordance to IFRS 9	Category in accordance with IFRS 9

As at December 31, 2019
Non-current financial assets
Other long-term assets	2,056		AC	2,056	2
Non-current financial assets	865		AC	—	—
Current financial assets
Accounts receivables and other receivables	56,540
Trade receivables	54,127		AC	—	—
Miscellaneous receivables	2,413	IAS 2/IAS 12	n/a	—	—
Current financial assets	1,531		AC	—	—
Cash and cash equivalents	38,942		AC	—	—
Non-current financial liabilities
Long term debt	140,116
Lease liabilities	21,299	IFRS 16	n/a	—	—
Liabilities to banks	118,817		FLAC	119,389	2
Current financial liabilities
Current portion of long-term debt	7,547
Lease liabilities	7,547	IFRS 16	n/a	—	—
Derivatives	78		FVPL	78	2
Accounts payable and accrued liabilities	29,441
Trade payables	1,444		FLAC	—	—
Miscellaneous other payables	27,997	Misc.	n/a	—	—

n/a = Disclosure of Fair value not necessary in according to IFRS 7.29(a) and IFRS 7.29(d).

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Notes to Consolidated Financial Statements (Continued)

8. Financial instruments and financial risk management (Continued)

(in € thousands)		No category in accordance to IFRS 9	Category in accordance with IFRS 9

As at December 31, 2018
Non-current financial assets
Other long-term assets	1,345		AC	1,345	2
Non-current financial assets	865		AC	—	—
Current financial assets
Accounts receivables and other receivables	53,431
Trade receivables	52,076		AC	—	—
Miscellaneous receivables	1,355	IAS 2/IAS 12	n/a	—	—
Current financial assets	1,560		AC	—	—
Cash and cash equivalents	15,323		AC	—	—
Non-current financial liabilities
Long term debt	190,828
Lease liabilities	26,166	IFRS 16	n/a	—	—
Liabilities to banks	150,965		FLAC	152,255	2
Shareholder loan	13,698		FLAC	13,385	2
Current financial liabilities
Current portion of long-term debt	5,921
Lease liabilities	5,921	IFRS 16	n/a	—	—
Accounts payable and accrued liabilities	26,491
Trade payables	2,444		FLAC	—	—
Miscellaneous other payables	24,047	Misc.	n/a	—	—

n/a = Disclosure of Fair value not necessary in according to IFRS 7.29(a) and IFRS 7.29(d).

(in € thousands)		Category in accordance with IFRS 9	Fair Value

As at January 1, 2018
Current financial assets
Cash and cash equivalents	25	AC	n/a	n/a

The main portion of cash in bank is pledged under the Group's SFA loan.

The carrying amounts of each of the measurement categories listed above and defined by IFRS 9 as at reporting dates were as follows:

	As at December 31,				As at January 1,

(in € thousands)	2019		2018		2018
Financial assets measured at amortized cost (AC)		83,608		71,169		25
Financial liabilities measured at amortized cost (FLAC)		120,261		167,106		—
Financial assets and liabilities measured at fair value through profit or loss (FVPL)		78		—		—

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Triple C Holding GmbH

Notes to Consolidated Financial Statements (Continued)

8. Financial instruments and financial risk management (Continued)

The Group measures the fair value of the financial instruments based on the fair value hierarchy according to IFRS 13 reflecting the significance of the inputs used in making the measurement:


Level 1:		Level 1 inputs are quoted market prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date.
Level 2:		Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of financial instruments in Level 2 are based on valuation techniques using observable inputs, either directly (i.e., as prices) or indirectly (i.e., derived from prices) at the measurement date.
Level 3:		Level 3 inputs are unobservable inputs for the asset or liability. The fair value of financial instruments in Level 3 are based on valuation techniques using significant unobservable inputs.

For non-current non-derivative financial liabilities (including Liabilities to banks and Shareholder Loans) the fair value, which is determined for disclosure purposes is classified in Level 2.

For reasons of materiality, the fair value of current non-derivative financial assets and liabilities is generally deemed to be approximated by the carrying amount.

The transfers between the level of the fair value hierarchy are reported at the respective reporting dates. There have been no transfers between the levels during the reporting periods.

The book value of accounts receivable and other receivable and accounts payable and accrued liabilities equals to their fair value because of their short-term nature.

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Notes to Consolidated Financial Statements (Continued)

8. Financial instruments and financial risk management (Continued)

Offsetting of financial assets and liabilities

The effects of offsetting in the balance sheet and the potential financial effects of offsetting in the case of instruments are subject to legally enforceable master netting arrangements or similar agreements at reporting date were as follows:

(in € thousands)

As at January 1, 2018
As at December 31, 2018
Trade receivables	52,682	(224	)	52,458	52,458
Cash and cash equivalents	17,748	—		17,748	17,748

As at December 31, 2019
Trade receivables	54,859	(65	)	54,794	54,794
Cash and cash equivalents	41,338	—		41,338	41,338

(in € thousands)

As at January 1, 2018
As at December 31, 2018
Trade payables	2,444	—	2,444	2,444
Financial liabilities	164,661	—	164,661	164,661

As at December 31, 2019
Trade payables	1,444	—	1,444	1,444
Financial liabilities	118,817	—	118,817	118,817
Derivative	78	—	78	78

Net gains or losses

The table below shows the net gains or losses of financial instruments per measurement categories as defined by IFRS 9:

	Year ended December 31,

(in € thousands)	2019			2018
Financial assets measured at amortized cost (AC)		(270	)		1,389
Financial liabilities measured at amortized cost (FLAC)		(5,427	)		(12,817	)
Financial liabilities measured at fair value through profit or loss (FVPL)		(79	)		—

Net gains and losses arising from the category financial instruments at fair value through profit or loss are composed of the fair value measurement gains and losses on derivatives, including interest and gains and losses on currency translation.

Net gains and losses from financial assets measured at amortized cost mainly comprise interest income and the recognition of loss allowances.

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Notes to Consolidated Financial Statements (Continued)

8. Financial instruments and financial risk management (Continued)

Net gains and losses from financial liabilities at amortized cost include interest income and expense calculated according to the EIR method pursuant to IFRS 9.

Total interest income and expenses

Total interest income and expenses from financial assets and liabilities measured at amortized cost at the reporting dates were as follows:

	Year ended December 31,

(in € thousands)	2019			2018
Financial assets measured at amortized cost (AC)
Interest income		1			1
Interest expense		—			(2	)
Financial liabilities measured at amortized cost (FLAC)
Gain on interest rate adjustments		4,319			255
Interest expense		(9,746	)		(13,074	)

8.2. Financial risk management

Establishment and oversight over the Group's financial risk management is the responsibility of the management. Appropriate policies to identify and analyse the risks the Group faces and controls to monitor those risks are established. The risk management policies are reviewed regularly to incorporate changes on the Group's activities and in market conditions aiming at maintaining a working control environment where everyone understands their role and responsibilities.

The Group might be exposed to the following risks relating to financial instruments:

Market risk

Market risk is the risk that changes in market prices–e.g. foreign exchange rates, interest rates and equity prices–will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Currency risk

Currency risk is one major market risk factor and describes the risk of unfavorable effects on earnings and balance sheet items not denominated in the functional currency due to exchange rate movements. European subsidiaries with the functional currency EUR mainly operating in the European Union are not significantly exposed to exchange rates risks. The Group is mainly exposed to foreign exchange rate risks arising from CHF/EUR, BAM/EUR, PLN/EUR, RON/EUR and TRY/EUR.

As at the reporting date December 31, 2019 the Group uses derivatives (such as forwards and options) to hedge the CHF/EUR exchange rate risks. All such transactions are carried out within the risk management guidelines set by the management. Hedge Accounting according to IFRS 9 is not applied by the Group. In addition, the group decided not to hedge any foreign exchange rate risk arising from BAM/EUR, PLN/EUR, RON/EUR or TRY/EUR.

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Notes to Consolidated Financial Statements (Continued)

8. Financial instruments and financial risk management (Continued)

Using a sensitivity analysis the effects of a 10% appreciation/ depreciation of EUR on non-derivative and derivative instruments at the reporting dates were as follows:

	Profit or loss

(in € thousands)	€ appreciation +10%			€ depreciation –10%
Year ended December 31, 2018
CHF		203			(248	)
RON		99			(121	)
TRY		(33	)		41

Year ended December 31, 2019
CHF		233			(285	)
RON		138			(169	)
TRY		(39	)		48

Interest risk

Interest rate risk is a risk factor associated with interest bearing financial instruments and includes the effect of positive or negative interest rate changes on profit, cash flows or equity. Typically, those risks arise from financial liabilities and increase interest expense resulting from fluctuations in interest rates. As the financial liabilities drawn down under the Senior Facility Agreement carry variable interest rates, the group is exposed to interest rate risks. The group entered into an interest cap to hedge this exposure. The Group does not apply hedge accounting according to IFRS 9.

Below table shows the impact of 0.5% change in the EURIBOR rate on the financial statements as at reporting dates:

	Profit or loss

(in € thousands)	Increase 50 bps		Decrease 50 bps
January 1, 2018		—		—
December 31, 2018		91		—
December 31, 2019		166		—

Due to the embedded interest rate floor fixed at a 0.25% a change of 0.5% of a prevailing negative EURIBOR rate would lead to a decrease of the interest expenses.

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient

F-170

Table of Contents

Triple C Holding GmbH

Notes to Consolidated Financial Statements (Continued)

8. Financial instruments and financial risk management (Continued)

liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.

(in € thousands)

January 1, 2018
Lease liabilities	—	—	—	—	—
Financial liabilities	—	—	—	—	—
Accounts payables	—	—	—	—	—

December 31, 2018
Lease liabilities	6,735	28,289	3,871	38,895	32,087
Financial liabilities	10,558	42,740	181,852	235,150	164,661
Accounts payables	2,444	—	—	2,444	—

December 31, 2019
Lease liabilities	8,290	21,986	1,845	32,121	28,848
Financial liabilities	6,608	60,509	90,125	157,242	118,817
Derivative financial liabilities	—	—	—	—	78
Cash inflow	8,172	184	—	8,356	—
Cash outflow	8,234	184	—	8,418	—
Accounts payables	1,444	—	—	1,444	—

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group's receivables from customers.

Trade receivables, comparing to all other financial assets, mainly carries the risk of default. The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry and country in which customers operates.

The following table shows the gross carrying amounts of trade receivables based on the number of days a receivable is past due as at reporting dates

	Not credit impaired

(in € thousands)	Not overdue		Less than 31 days overdue		31 - 60 days overdue		61 - 90 days overdue		More than 90 days overdue		Credit		Total
As at January 1, 2018
Trade receivables		—		—		—		—		—		—		—

As at December 31, 2018
Trade receivables		50,429		1,573		242		11		71		132		52,458

As at December 31, 2019
Trade receivables		52,684		1,428		87		31		69		495		54,794

The maximum credit risk is reflected by the carrying amount of the financial assets recognized in the balance sheet. Trade accounts receivables are pledged under the Group's SFA loan. The Group does not hold any material collaterals.

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Table of Contents

Triple C Holding GmbH

Notes to Consolidated Financial Statements (Continued)

8. Financial instruments and financial risk management (Continued)

The following tables present the reconciliation of the expected credit loss allowances for trade receivables.

Loss allowance for trade receivables not credit impaired:

	Year ended December 31,

(in € thousands)	2019			2018
Balance, beginning of period		(285	)		—
Change due to business acquisition		—			(245	)
Change during period		34			(40	)

Balance, end of period		(251	)		(285	)

Loss allowances for trade receivables credit impaired:

	Year ended December 31,

(in € thousands)	2019			2018
Balance, beginning of period		(111	)		—
Change during period		(304	)		(111	)

Balance, end of period		(415	)		(111	)

9. Other disclosures

Contingent liabilities

The following table presents the contingent liabilities of the Group as at each period presented:

	As at December 31,				As at January 1,

(in € thousands)	2019		2018		2018
Contingent liabilities		2,448,863		1,794,450		—

The contingent liabilities are tax related and include income taxes for which the risks are not probable and therefore are not accounted for in accordance with IFRIC 23. The timing of any outflow is not certain for the total amount.

10. Events after the reporting period

The Group evaluated events after the reporting period for recognition or disclosure subsequent to December 31, 2019.

On January 31, 2020, the Group was wholly acquired by TELUS Corporation, located in Canada. As a result, the new direct shareholder and acquiring company TELUS International Germany GmbH repaid the long-term debt of €125,580 thousand on behalf of Triple C on January 31, 2020. TELUS International Germany GmbH then contributed the resulting loan receivable of €125,580 thousand into equity of Triple C.

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Table of Contents

Triple C Holding GmbH

Notes to Consolidated Financial Statements (Continued)

10. Events after the reporting period (Continued)

Subsequently, Triple C granted several loans to TELUS International Germany GmbH with a total amount of €60,000 thousand.

Since January 2020 a novel strain of coronavirus (COVID-19) is spreading worldwide. According to the German Council of Economic Experts, the German economy is expected to decline by 6.5% in 2020 when compared to 2019. For the Euro Zone, the German Council of Economic Experts forecasts the real gross domestic product (GDP) to decline by 8.5% in 2020. Due to the rapid pace of development and the associated high degree of uncertainty, the financial impacts can only be estimated approximately at the time of preparation of the consolidated financial statements for the year ended December 31, 2019. To date, COVID-19 has not materially impacted the Group's financial condition and results of operations and the Group does not expect such an impact in the near future, subject to further developments of COVID-19. To date, the Group was able to maintain operations, including financial reporting systems.

No other significant events have occurred since the balance sheet date.

F-173

Artificial Intelligence Business

Condensed Combined Balance Sheets

(in thousands)

	September 30, 2020		December 31, 2019

	(unaudited)
Assets
Current Assets:
Accounts receivable, net	$	20,497	$	18,136
Due from parent		773		2,116
Unbilled receivables		19,215		17,208
Prepaid expenses and other current assets		1,295		236

Total Current Assets		41,780		37,696

Property and Equipment, net		297		88
Goodwill		54,004		54,004
Other Intangible Assets		33,583		36,576

Total Assets	$	129,664	$	128,364



Liabilities and Parent Company Equity
Current Liabilities:
Accounts payable	$	7,816	$	6,493
Accrued expenses and other current liabilities		15,085		12,246
Deferred revenue		589		735

Total Current Liabilities		23,490		19,474

Deferred Tax Liability		10,166		10,809
Other Liabilities		403		361

Total Liabilities		34,059		30,644

Commitments and Contingencies (Note 10)
Parent Company Equity		95,605		97,720

Total Liabilities and Parent Company Equity	$	129,664	$	128,364

The accompanying notes are an integral part of the combined financial statements.

F-174

Artificial Intelligence Business

Condensed Combined Statements of Operations and Comprehensive Income

(unaudited)

(in thousands)

Nine months ended September 30,	2020		2019

Revenue	$	178,128	$	143,298
Cost of Revenue		129,134		103,908

Gross Margin		48,994		39,390

Operating Expenses:
Research and development		2,234		1
General and administrative		23,615		20,451
Sales and marketing		3,087		2,484

Total Operating Expenses		28,936		22,936

Income before Income Taxes		20,058		16,454
Provision for Income Taxes		5,907		4,759

Net Income and Comprehensive Income	$	14,151	$	11,695

The accompanying notes are an integral part of the combined financial statements.

F-175

Artificial Intelligence Business

Condensed Combined Statements of Changes in Parent Company Equity

(unaudited)

(in thousands)

	Parent Company Equity

Balance as of December 31, 2018	$	98,936
Stock-based compensation		245
Net income and comprehensive income		11,695
Change in net parent investment		(14,564	)

Balance as of September 30, 2019	$	96,312



Balance as of December 31, 2019	$	97,720
Stock-based compensation		414
Net income and comprehensive income		14,151
Change in net parent investment		(16,680	)

Balance as of September 30, 2020	$	95,605

The accompanying notes are an integral part of the combined financial statements.

F-176

Artificial Intelligence Business

Condensed Combined Statements of Cash Flows

(unaudited)

(in thousands)

Nine months ended September 30,	2020			2019

Cash Flows from Operating Activities:
Net income and comprehensive income	$	14,151		$	11,695
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation		414			245
Depreciation and amortization		3,175			2,993
Changes in operating assets and liabilities:
Accounts receivable, net		(2,361	)		(1,225	)
Due from parent		1,343			(314	)
Unbilled receivables		(2,007	)		(1,880	)
Prepaid expenses and other current assets		(1,059	)		184
Accounts payable		1,323			912
Accrued expenses and other current liabilities		2,838			1,940
Deferred revenue		(146	)		856
Deferred tax liability		(643	)		(798	)
Other liabilities		44			9

Net Cash Provided by Operating Activities		17,072			14,617

Cash Flows from Investing Activities:
Purchases of property and equipment		(392	)		(53	)

Net Cash Used in Investing Activities		(392	)		(53	)

Cash Flows from Financing Activities:
Change in net parent investment		(16,680	)		(14,564	)

Net Cash Used in Financing Activities		(16,680	)		(14,564	)

Net Change in Cash and Cash Equivalents		—			—
Cash and Cash Equivalents at Beginning of Period		—			—

Cash and Cash Equivalents at End of Period	$	—		$	—

The accompanying notes are an integral part of the combined financial statements.

F-177

Artificial Intelligence Business

Notes to Condensed Combined Financial Statements

(unaudited)

1. Nature of the Business and Basis of Presentation

LBT Acquisition, Inc. and its wholly owned subsidiaries (collectively, "Lionbridge" or the "Parent") provides a comprehensive suite of globalization services to the world's largest brands. The Parent owns and operates an artificial intelligence services business unit ("AI Business", or the "Company"). The accompanying condensed combined financial statements represent, on a historical cost basis, the condensed combined assets, liabilities, revenues and expenses related to the Artificial Intelligence business unit.

The Company's industry-leading AI services support training and optimization of machine learning, AI engines and natural language processing components including intelligent application training through scalable data creation and collection, annotation and insights, linguistic and natural language processing and specialized staffing. The Company operates in 17 countries and primarily provides services to technology companies.

Throughout the periods covered by the condensed combined financial statements, the Company did not operate as a separate entity and stand-alone condensed combined financial statements historically have not been prepared. The Company is comprised of certain stand-alone legal entities and parts of other stand-alone legal entities for which discrete financial information is available. The accompanying condensed combined financial statements have been prepared on a "carve out" basis and are derived from the Parent's consolidated financial statements and accounting records, using the Parent's historical basis in assets and liabilities before the distribution. As a direct ownership relationship did not exist amongst all of the various business entities comprising the AI Business, the Parent's investment in the AI Business is shown in lieu of stockholder's equity in the condensed combined financial statements. The condensed combined financial statements reflect the Company's balance sheets, statements of operations and comprehensive income, changes in parent company equity and statements of cash flows in conformity with the accounting principles generally accepted in the United States of America ("GAAP").

The Company's condensed combined balance sheets, statements of operations and comprehensive income, statements of cash flows and statement of changes in parent company equity may not be indicative of the financial condition had the Company been a separate stand-alone entity during the periods presented, nor are the results indicative of the Company's condensed combined balance sheets, statements of operations and comprehensive income, statements of cash flows and statement of equity had the Company operated as a separate, independent company during the periods presented. The condensed combined financial statements included herein do not reflect any changes that may occur in the Company's financing and operations in the future.

The condensed combined financial statements include all revenues, costs, assets and liabilities directly attributable to the Company. The condensed combined balance sheets include the specific identification of assets and liabilities from the Parent incurred on the Company's behalf. Such assets and liabilities were identified and allocated using specific identification of AI-dedicated balances per review of the Company's balance sheet supporting documents and workpapers. The condensed combined statements of operations and comprehensive income include allocations of certain costs from the Parent incurred on the Company's behalf. Such corporate-level costs are being allocated to the Company using methods based on proportionate formulas such as revenue, headcount, and others. Such corporate costs include costs pertaining to accounting and finance, legal, human resources, information technology, insurance, marketing, tax services, professional fees, procurement services,

F-178

Artificial Intelligence Business

Notes to Condensed Combined Financial Statements (Continued)

(unaudited)

1. Nature of the Business and Basis of Presentation (Continued)

facility and other costs. The Company considers the expense allocation methodology and results to be reasonable for all periods presented. However, these allocations may not be indicative of the actual level of expense the Company would have incurred if the AI Business had operated as a separate independent, company during the periods presented nor are these costs indicative of what the AI Business may incur in the future.

Current and deferred income taxes and related tax expense have been determined based on the Company's stand-alone results by applying Accounting Standards Codification 740, Income Taxes ("ASC 740"), issued by the Financial Accounting Standards Board ("FASB"), as if the AI Business were a separate taxpayer, following the separate return methodology (see Note 7). The Company's portion of current income taxes payable is deemed to have been remitted to the Parent in the year the related tax expense was recorded. The AI Business's portion of current income taxes receivable is deemed to have been remitted to the Company by the Parent in the year to which the receivable applies only to the extent the Company could have recognized a refund of such taxes on a stand-alone basis under the law of the relevant taxing jurisdiction.

The AI Business is dependent upon technologies owned by various entities within the Parent structure. Certain technologies that are legally owned by the Parent benefit the AI Business. While these condensed combined financial statements use various methods to allocate the cost of these technologies or intangible assets to the AI Business, the condensed combined financial statements of the AI Business do not purport to reflect the cost of an arm's length licensing arrangement.

The Parent's cash and cash equivalents and debt, including debt collateralized by accounts receivable of the AI Business have not been allocated to the Company for any of the periods presented since the Company is not the legal owner of the cash nor the legal obligor of the debt.

The Parent maintains various stock-based compensation and employee benefit plans at a corporate level. AI employees participate in those plans and a portion of the cost of those plans is included in the condensed combined financial statements. See Note 6 for a further description of the accounting for stock-based compensation.

Risks and Uncertainties

COVID-19

On January 30, 2020, the World Health Organization declared the COVID-19 coronavirus outbreak a "Public Health Emergency of International Concern" and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The COVID-19 coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. The Company cannot predict the duration or magnitude of the pandemic or the full impact that it may have on the Company's financial condition and results of operations, business operations, and workforce.

Management is taking prudent actions to reduce or defer non-essential expenses, primarily travel. In May 2020 due to economic uncertainty posed by the COVID-19 pandemic, the Company

F-179

Artificial Intelligence Business

Notes to Condensed Combined Financial Statements (Continued)

(unaudited)

1. Nature of the Business and Basis of Presentation (Continued)

implemented a modest salary reduction for any employee making over $100,000. Employees have the ability to earn the foregone salaries back based on the performance of the Company.

CARES Act

On March 27, 2020, the President of the United States signed into law the "Coronavirus Aid, Relief, and Economic Security (CARES) Act." The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. The Company continues to examine the impact that the CARES Act may have on its business. Currently, the Company is unable to determine the impact that the CARES Act will have on its financial condition, results of operation, or liquidity.

2. Summary of Significant Accounting Policies

Principles of Combination

These condensed combined financial statements present the financial position, statement of operations, Parent company equity and cash flows of the AI business. All significant balances and transactions between entities in the AI business have been eliminated for these condensed combined financial statements. All significant balances between Parent and the AI business are either included in Parent company equity in the Condensed Combined Balance Sheets or included in Due from Parent in the Condensed Combined Balance Sheet.

Use of Estimates

The preparation of the condensed combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed combined financial statements and accompanying notes. Actual results could differ from those estimates. All revisions to accounting estimates are recognized in the year in which the estimates are revised. Significant estimates reflected in the Company's condensed combined financial statements include, but are not limited, to allocating certain operating expenses based on the Company's percentage of the Parent's annual revenue as overhead charges, valuing intangible assets and goodwill, accrued liabilities associated with compensation, goodwill and intangible asset impairment, share-based compensation and income taxes. However, if different assumptions or conditions were to prevail, the results could be materially different from the amounts recorded.

Unaudited Interim Financial Information

The accompanying condensed combined balance sheet as of September 30, 2020, the condensed combined statements of operations and comprehensive loss and of changes in parent company equity for the nine months ended September 30, 2020 and 2019 and the condensed combined statements of cash flows for the nine months ended September 30, 2020 and 2019 are unaudited. The unaudited interim condensed combined financial statements have been prepared on the same basis as the audited annual combined financial statements and, in the opinion of management, reflect all adjustments, which

F-180

Artificial Intelligence Business

Notes to Condensed Combined Financial Statements (Continued)

(unaudited)

2. Summary of Significant Accounting Policies (Continued)

include only normal recurring adjustments, necessary for the fair presentation of the Company's financial position as of September 30, 2020 and the results of its operations for the nine months ended September 30, 2020 and 2019 and its cash flows for the nine months ended September 30, 2020 and 2019. The financial data and other information disclosed in these condensed combined notes related to the nine months ended September 30, 2020 and 2019 are unaudited. The results for the nine months ended September 30, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020, any other interim periods or any future year or period.

Fair Value Measurements

The carrying amounts reported in the condensed combined balance sheets for accounts receivable, unbilled receivables, prepaid expenses other assets, accounts payable and accrued expenses and other current liabilities approximate their fair value because of the short-term nature of these instruments.

Net Parent Investment

In the condensed combined balance sheets the Parent's historical net investment in the Company is presented as net parent investment in lieu of stockholders' equity. Net parent investment includes accumulated earnings after tax, net cash transfers, cumulative translation adjustment, and other property transfers to and from Parent and the AI Business. All transactions reflected in net parent investment in the accompanying condensed combined balance sheets have been considered cash receipts and payments for purposes of the condensed combined statements of cash flows and are reflected in financing activities in the accompanying condensed combined statements of cash flows.

Accounts Receivable

Accounts receivable are stated at invoice value less estimated allowances for doubtful accounts. The Company establishes an allowance for doubtful accounts as losses are estimated to have occurred through a provision for bad debts charged to earnings. Losses are charged against the allowance when management believes the receivable is no longer collectible. These losses have been immaterial to date. Subsequent recoveries, if any, are credited to the allowance. The allowance for doubtful accounts is evaluated on a regular basis by management and is based on the credit risk of specific customers, past collection history, and management's evaluation of accounts receivable. The evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. As of September 30, 2020 and December 31, 2019, the Company determined that no allowance for doubtful accounts was required.

Concentration of Risk and Significant Customers

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of accounts receivable. Concentrations of credit risk with respect to accounts receivable are limited due to the dispersion of customers across different industries and geographic regions.

As of September 30, 2020 and December 31, 2019, the Company had two customers that individually represented 10% or more of the Company's accounts receivable, net. As of September 30, 2020 and December 31, 2019, these customers represented 82.4% and 83.9% of the accounts receivable, net, respectively. For the nine months ended September 30, 2020 and 2019, the Company

F-181

Artificial Intelligence Business

Notes to Condensed Combined Financial Statements (Continued)

(unaudited)

2. Summary of Significant Accounting Policies (Continued)

had three customers and two customers, respectively, that individually exceeded 10% or more of the Company's revenue. For the nine months ended September 30, 2020 and 2019, these customers represented 89.1% and 82.1% of the Company's revenue, respectively.

Intercompany Receivables and Payables

As part of the Parent's normal course of business, the Parent utilizes intercompany payables and receivables with the Company. These intercompany transactions are not supported by formal agreements. Historically, the intercompany payables and receivables have been settled one month in arrears with both cash and equity transactions and are anticipated to be similarly settled at any point in the future. Cash settlements of intercompany relationships are recorded within Due to (from) parent in the condensed combined balance sheets and net settlements of intercompany relationships are recorded within Net parent investment in the condensed combined balance sheets. As of September 30, 2020 and December 31, 2019, the Company's Due from parent were $0.8 million and $2.1 million, respectively.

Foreign Currency Translation

The functional currency of a foreign subsidiary is generally the local currency. We translate the financial statements of foreign subsidiaries to U.S. dollars using month-end exchange rates for assets and liabilities, and average rates for the reporting period for revenues, costs, and expenses. We record translation gains and losses in accumulated other comprehensive loss as a component of parent company equity. We record net foreign exchange transaction gains and losses resulting from the conversion of the transaction currency to the functional currency within other income (expense), net. Foreign currency transaction losses for the nine months ended September 30, 2020 and year ended December 31, 2019 were included as a component of net parent investment.

Unbilled Receivable

Unbilled receivables are recognized when the Company has transferred services to the customer but where the Company is yet to establish an unconditional right to consideration. Unbilled receivables are calculated for each individual project based on the proportional delivery of services at the balance sheet date. Billing of amounts in unbilled receivables occurs according to customer-agreed payment schedules or upon completion of specified project milestones. All the Company's projects in unbilled receivables are expected to be billed and collected within one year.

Deferred Revenue

Deferred revenue represents the Company's obligation to transfer goods or services to a customer and are recognized when a customer pays consideration or when the Company recognizes a receivable to reflect its unconditional right to consideration (whichever is earlier) before the Company has transferred the goods or services to the customer. Deferred revenue is calculated for each individual project and constitutes a performance obligation for which revenue will be recognized as services are delivered.

F-182

Artificial Intelligence Business

Notes to Condensed Combined Financial Statements (Continued)

(unaudited)

2. Summary of Significant Accounting Policies (Continued)

Property and Equipment, Net

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight line method over the estimated useful life of the assets at the following rates:

Assets		Estimated Useful Life

Computers and electronic equipment		2 to 7 years
Furniture and equipment		3 to 10 years
Leasehold improvements		Lesser of lease term or useful life

Intangible Assets

Definite-lived intangible assets consist of customer relationships. Customer relationships are amortized over a straight-line basis which reflects the estimated pattern of economic benefits expected to be generated for the user of the asset.

Goodwill

Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill and intangible assets with indefinite lives are not amortized, but rather the carrying amounts of these assets are assessed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Goodwill is tested for impairment annually on October 1, the first day of the fourth quarter of the fiscal year. Goodwill impairment, if any, is determined by comparing the reporting unit's fair value to its carrying value. An impairment loss is recognized in an amount equal to the excess of the reporting unit's carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit. There is no goodwill impairment for the nine months ended September 30, 2020 or the year ended December 31, 2019.

For the purpose of testing goodwill for impairment, all goodwill acquired in a business combination is assigned to one or more reporting units. A reporting unit represents an operating segment or a component within an operating segment for which discrete financial information is available and is regularly reviewed by segment management for performance assessment and resource allocation. Components of similar economic characteristics are aggregated into one reporting unit for the purpose of goodwill impairment assessment. Reporting units are identified annually and re-assessed periodically for recent acquisitions or any changes in segment reporting structure. The AI business has a single reporting unit.

Corporate assets and liabilities are allocated to the reporting unit based on the reporting unit's revenue, total operating expenses or operating income as a percentage of the consolidated amounts. Corporate debt and other financial liabilities that are not directly attributable to the reporting unit's operations and would not be transferred to hypothetical purchasers of the reporting units are excluded from a reporting unit's carrying amount.

F-183

Artificial Intelligence Business

Notes to Condensed Combined Financial Statements (Continued)

(unaudited)

2. Summary of Significant Accounting Policies (Continued)

generally determined using a combination of the income approach and the market approach. For the income approach, fair value is determined based on the present value of estimated future after-tax cash flows, discounted at an appropriate risk-adjusted rate. The Parent uses its internal forecasts to estimate future after-tax cash flows and estimate the long-term growth rates based on its most recent views of the long-term outlook for each reporting unit. Actual results may differ from those assumed in our forecasts. The Parent derives its discount rates using a capital asset pricing model and analyzing published rates for industries relevant to its reporting units to estimate the weighted average cost of capital. The Parent adjusts the discount rates for the risks and uncertainty inherent in the respective businesses and in its internally developed forecasts. For the market approach, the Parent uses a valuation technique in which values are derived based on valuation multiples of comparable publicly traded companies. The Parent assesses each valuation methodology based upon the relevance and availability of the data at the time it performs the valuation and weighs the methodologies appropriately.

Impairment of Long-Lived Assets

The Company reviews the carrying value of property and equipment and definite-lived intangible assets for impairment whenever events and circumstances indicate the carrying value of a specific asset or asset group may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases, where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects and the effects of obsolescence, demand, competition and other economic factors. The Company did not recognize an impairment loss during the nine months ended September 30, 2020 or the year ended December 31, 2019.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, "Revenue Recognition". Revenue is recognized at an amount that reflects the consideration to which the Company is expected to be entitled in exchange for transferring data as per customer requirement. The Company has a single professional services obligation.

AI engines and natural language processing projects are normally time and expense priced contracts, and revenue is recognized using a time and expense basis over the period of performance, primarily based on labor costs incurred to date.

Revenue includes reimbursement of travel, out-of-pocket expenses, certain facilities and hardware costs with equivalent amounts of expense recorded in cost of revenue.

Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds. When variable consideration is identified, the Company estimates the likelihood of the discount and reduces the transaction price by this amount. When a service level agreement is identified the Company estimates the likelihood and amount the Company will have to pay for not meeting certain acceptance criteria and reduces the transaction price by this amount and adjusts the accrual once the service level agreement is executed. Revenue will only

F-184

Artificial Intelligence Business

Notes to Condensed Combined Financial Statements (Continued)

(unaudited)

2. Summary of Significant Accounting Policies (Continued)

be recognized to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized under the contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

The Company has determined that the customer obtains control of the data as the services are being performed. This is because under those contracts, the customer simultaneously receives and consumes the benefits provided by the Company as the Company performs its professional services. If a contract is terminated by a customer, the Company is entitled to the payment for services performed to date. Therefore, revenue from these contracts and the associated costs are recognized over time i.e. before the date of delivery to the customer. The Company does not have any point in time revenue recognition.

Cost of Revenue

Cost of revenue include employee compensation and benefits, as well as outsourcing, reimbursement of travel, out-of-pocket expenses, and certain facilities and hardware costs.

Sales and Marketing

Sales and marketing includes third-party marketing, advertising, branding, public relations and sales expenses. Sales and marketing also includes associated employee compensation and benefits, for sales and marketing personnel as well as allocated occupancy costs and related overhead based on the Company's percentage of the Parent's annual revenue for the nine months ended September 30, 2020 and 2019.

General and Administrative

General and administrative include employee compensation, including stock-based compensation and benefits for executive, finance, accounting, legal, business operations and other administrative personnel. In addition, general and administrative includes outside legal, tax and accounting services and allocated occupancy costs and related overhead based on the Company's percentage of the Parent's annual revenue for the nine months ended September 30, 2020 and 2019.

Research and Development Expenses

Research and development costs include employee compensation and benefits for research and development personnel, as well as third-party contractor expenses unless capitalized as costs incurred during the application development stage of software developed for internal use. The Company expenses as incurred the costs related to research and development.

Accounting for Stock-Based Compensation

The Parent maintains certain stock compensation plans for the benefit of certain of its officers and employees. These condensed combined financial statements include certain expenses of the Parent that were allocated to the AI Business for stock-based compensation. The stock-based compensation expense is recognized over the requisite service period, based on the grant date fair value of the awards and the number of the awards expected to be vested based on service and performance conditions, net of forfeitures. The AI Business' condensed combined balance sheets do not include any Parent outstanding equity related to these stock-based compensation programs.

F-185

Artificial Intelligence Business

Notes to Condensed Combined Financial Statements (Continued)

(unaudited)

2. Summary of Significant Accounting Policies (Continued)

Income Taxes

The Company has historically been included in the U.S. federal consolidated income tax return, multiple state income tax filings, and in other foreign income tax filings of its Parent. Accordingly, the Company was not a separate taxable entity for U.S. federal, state, and foreign income tax purposes. In addition, the Company did not have a written tax-sharing agreement with its parent. The provision for income taxes and related balance sheet accounts reflected in the accompanying carve-out financial statements are based on the separate return method that is systematic, rational, and consistent with the asset and liability approach under ASC 740 "Accounting for Income Taxes." The separate return method represents a hypothetical income tax computation assuming the Company historically operated as a stand-alone taxable entity filing separate income tax returns. Accordingly, the reported provision for income taxes and the related balance sheet account balances may not equal the amounts that would have been allocable to the Company under applicable consolidated federal, state, and foreign tax laws.

The asset and liability approach under ASC 740 requires the recognition of deferred tax assets and liabilities for differences between the condensed combined financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to impact taxable income. In estimating future tax consequences, the Company considers all expected future events other than enactment of changes in tax laws or rates. A valuation allowance is recorded, if necessary, based on available positive and negative evidence, to reduce net deferred tax assets to their realizable values if management does not believe it is more likely than not that the net deferred tax assets will be realized.

The Company does not provide for income taxes or tax benefits on differences between financial reporting basis and tax basis of its foreign subsidiaries where such differences are reinvested and expected to continue to be indefinitely reinvested based on the ability and intent of the Company to do so. If earnings of foreign subsidiaries are not considered indefinitely reinvested, deferred U.S. income taxes, foreign income taxes, and foreign withholding taxes may have to be provided. The Company does not record deferred income taxes on the temporary difference between the book and tax basis in domestic subsidiaries where permissible. At this time, determination of the unrecognized deferred tax liabilities for temporary differences related to the Company's investment in foreign subsidiaries is not practicable.

The Company follows the provisions of the authoritative guidance from the FASB on accounting for uncertainty in income taxes. These provisions provide a comprehensive model for the recognition, measurement and disclosure in financial statements of uncertain income tax positions that management has taken or expect to take on an income tax return. Under these provisions, the Company can recognize the benefit of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit can be recognized. Assessing an uncertain tax position begins with the initial determination of the sustainability of the position and is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed. Additionally, the Company accrues interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. The Company's policy is to recognize interest and penalties related to uncertain tax positions in the provision for income taxes.

F-186

Artificial Intelligence Business

Notes to Condensed Combined Financial Statements (Continued)

(unaudited)

2. Summary of Significant Accounting Policies (Continued)

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance in ASU 2016-02 supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the condensed combined statement of operations and comprehensive income. An entity may adopt the guidance either (1) retrospectively to each prior reporting period presented in the financial statements with a cumulative-effect adjustment recognized at the beginning of the earliest comparative period presented or (2) retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment. The Company expects to adopt the guidance retrospectively at the beginning of the period of adoption, fiscal year 2021, through a cumulative-effect adjustment, and will not apply the new standard to comparative periods presented. The new standard provides a number of practical expedients. Upon adoption, the Company expects to elect all of the practical expedients available. The Company is currently evaluating the impact of its pending adoption of ASU 2016-02 on its condensed combined financial statements. It is anticipated that the primary impact of the adoption will be the recording of a right-of-use asset and lease liability of similar amount on the Company's condensed combined balance sheets.

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other, that simplifies the accounting for goodwill impairment for all entities by requiring impairment charges to be based on the first step in the current two-step impairment test under ASC 350. Under current guidance, if the fair value of a reporting unit is lower than its carrying amount (Step 1), an entity calculates any impairment charge by comparing the implied fair value of goodwill with its carrying amount (Step 2). The implied fair value of goodwill is calculated by deducting the current fair value of all assets and liabilities of the reporting unit from the reporting unit's fair value as determined in Step 1. Under ASU 2017-04, if a reporting unit's carrying amount exceeds its fair value, an entity will record an impairment charge based on that difference. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. The guidance is effective for fiscal years beginning after December 15, 2020, and early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The guidance must be applied prospectively. The Company is currently evaluating the impact of its pending adoption of ASU 2017-04 on the condensed combined financial statements and do not expect a material impact on the Company's condensed combined financial statements.

F-187

Artificial Intelligence Business

Notes to Condensed Combined Financial Statements (Continued)

(unaudited)

2. Summary of Significant Accounting Policies (Continued)

not expect a material impact on the Company's condensed combined financial statements. The guidance is effective for fiscal years beginning after December 15, 2018, and early adoption is permitted if financial statements have not yet been issued or have not yet been made available for issuance, but no earlier than an entity's adoption date of ASC 606. The Company is currently evaluating the impact of its pending adoption of ASU 2018-07 on the condensed combined financial statements and do not expect a material impact on the Company's condensed combined financial statements.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 simplifies the accounting for income taxes, including the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company does not anticipate that the adoption of ASU 2019-12 will have a material impact on its condensed combined financial statements and related disclosures.

3. Property and Equipment, Net

(In thousands)	September 30, 2020			December 31, 2019

	(unaudited)
Computer software and equipment	$	2,507		$	2,276
Furniture and office equipment		16			23
Leasehold improvements		175			7

		2,698			2,306
Less: Accumulated depreciation		(2,401	)		(2,218	)

Total	$	297		$	88

Depreciation expense for the nine months ended September 30, 2020 and 2019 was $0.2 million and $0.1 million, respectively.

4. Accrued Liabilities and Other Current Liabilities

Accrued liabilities and other current liabilities consisted of the following (in thousands):

	September 30, 2020		December 31, 2019

	(unaudited)
Accrued outsourcing	$	7,186	$	6,646
Accrued payroll and related costs		5,812		4.780
Accrued professional fees		1,043		513
Income taxes payable		—		15
Other accrued expenses		1,044		292

Total	$	15,085	$	12,246

F-188

Artificial Intelligence Business

Notes to Condensed Combined Financial Statements (Continued)

(unaudited)

5. Goodwill and Other Intangible Assets

There were no changes to the goodwill carrying value during the nine months ended September 30, 2020 and year ended December 31, 2019.

The table below summarizes the other intangible assets balances as of September 30, 2020 and December 31, 2019 (in thousands):

	September 30, 2020 (unaudited)							December 31, 2019

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	47,881	$	(14,298	)	$	33,583	$	47,881	$	(11,305	)	$	36,576

Amortization of the customer relationships asset was $3.0 million for both the nine months ended September 30, 2020 and 2019. The estimated future amortization expense is as follows (in thousands):

Fiscal years ending December 31,	Future Amortization

	(unaudited)
2020 (remaining three months)	$	997
2021		3,990
2022		3,990
2023		3,990
2024		3,990
Thereafter		16,626

	$	33,583

6. Stock-Based Compensation

The Parent maintains a stock-based compensation program at the corporate level in which the Company's employees participate. All awards granted under the program relate to the common stock of the ultimate parent of Lionbridge. All awards granted under the plan are reflected in the financial statements of the ultimate parent of Lionbridge and not in the condensed combined statements of changes in Parent Company Equity of the Company. Accordingly, the amounts presented are not necessarily indicative of future performance and do not necessarily reflect the results that the Company would have experienced as an independent, publicly traded company for the periods presented.

The stock-based compensation expense recorded by the Company, in the periods presented, includes the expense associated with the employees historically attributable to the Company's operations and the expense associated with the allocation of stock compensation expense for corporate employees.

F-189

Artificial Intelligence Business

Notes to Condensed Combined Financial Statements (Continued)

(unaudited)

6. Stock-Based Compensation (Continued)

The following table presents stock-based compensation expense included in the condensed combined statements of operations and comprehensive loss related to the Parent's stock-based compensation programs which are described in more detail further below (in thousands):

Nine months ended September 30,	2020		2019

	(Unaudited)
General and administrative	$	331	$	191
Sales and marketing		75		51
Research and development		8		3

Total Stock-Based Compensation Expense	$	414	$	245

7. Income Taxes

During the nine months ended September 30, 2020, the Company recognized income tax expense of $5.9 million on income of $20.1 million, an effective tax rate of 29.4%, as compared to income tax expense of $4.8 million on income of $16.5 million, an effective tax rate of 29.1%, for the nine months ended September 30, 2019. The higher effective tax rate for the nine months ended September 30, 2020 is primarily due to geographical mix of earnings. The effective tax rate is higher than the US statutory rate of 21% for both periods primarily due to state income taxes.

8. Employee Benefit Plans

The Company maintains an employee benefit plan qualified under Section 401(k) of the Internal Revenue Code. All U.S. employees may participate in the 401(k) plan subject to certain eligibility requirements. In addition, at the discretion of the Board of Directors, the Company may make discretionary profit-sharing contributions into the 401(k) plan for all eligible employees. During both the nine months ended September 30, 2019 and 2020, the Company made contributions totaling less than $0.1 million.

9. Related Party Transactions

As of December 31, 2019 and September 30, 2020, the Company had $2.1 million and $0.8 million of amounts due from parent, respectively, with a related party.

10. Commitments and Contingencies

Litigation

From time to time the Company is subject to litigation and claims in the ordinary course of business. In the opinion of management, after consultation with counsel, there are no matters currently considered to be reasonably possible of resulting in a material adverse effect on the condensed combined financial position or results of operations. Nevertheless, the Company cannot predict the impact of future developments affecting pending or future claims and lawsuits and any resolution of a claim or lawsuit.

At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative

F-190

Artificial Intelligence Business

Notes to Condensed Combined Financial Statements (Continued)

(unaudited)

10. Commitments and Contingencies (Continued)

guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings.

Lease Commitments

The Company leases their facilities under various operating lease agreements.

Aggregate minimum rental commitments under non-cancelable operating leases as of September 30, 2020 are as follows (in thousands):

Fiscal years ending December 31,	Minimum Lease Payments

	(unaudited)
2020 (remaining three months)	$	259
2021		641
2022		337
2023		337
2024		337
Thereafter		946

	$	2,857

Rent expense under leases of facilities entered into by the Company for the nine months ended September 30, 2019 and 2020 was approximately $1.0 million and $0.7 million, respectively, and is included in general and administrative expenses in the statements of operations. Rent expense allocated from lease arrangements not directly entered into by the Company was $0.7 million and $0.8 million for the nine months ended September 30, 2019 and 2020, respectively, and is included in general and administrative expenses in the statement of operations. Payments from lease arrangements not directly entered into by the Company is not included in the table of future minimum lease payments above.

11. Subsequent Events

The Company has evaluated subsequent events that occurred after the balance sheet date, through November 5, 2020, the date the financial statements were available to be issued.

F-191

Artificial Intelligence Business
Independent Auditor's Report

Board of Directors
LBT Acquisition, Inc.
Waltham, Massachusetts

We have audited the accompanying combined financial statements of the Artificial Intelligence Business ("AI Business") of LBT Acquisition, Inc. ("the Company") which comprise the combined balance sheets as of December 31, 2019 and 2018, and the related combined statements of income and comprehensive income, changes in parent company equity, and cash flows for the years then ended, and the related notes to the combined financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of the AI Business as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter

As discussed in Note 1, the AI Business is not a standalone entity. The combined financial statements of the AI Business reflect the assets, liabilities, revenues and expenses directly attributable to the AI Business, as well as allocations deemed reasonable by management, to present the financial position, results of operations, changes in parent company equity, and cash flows of the AI Business on a standalone basis and do not necessarily reflect the financial position, results of operations, changes in parent company equity, and cash flows of the AI Business in the future or what they would have been had the AI Business been a separate, standalone entity during the years presented. Our opinion is not modified with respect to this matter.

/s/ BDO USA, LLP

Boston, Massachusetts

November 4, 2020

F-192

Artificial Intelligence Business

Combined Balance Sheets

(in thousands)

December 31,	2019		2018

Assets
Current Assets:
Accounts receivable, net	$	18,136	$	17,194
Due from parent		2,116		1,607
Unbilled receivables		17,208		12,718
Prepaid expenses and other current assets		236		296

Total Current Assets		37,696		31,815

Property and Equipment, net		88		—
Goodwill		54,004		54,004
Other Intangible Assets		36,576		40,566

Total Assets	$	128,364	$	126,385



Liabilities and Parent Company Equity
Current Liabilities:
Accounts payable	$	6,493	$	4,810
Accrued expenses and other current liabilities		12,246		9,043
Deferred revenue		735		1,376

Total Current Liabilities		19,474		15,229

Deferred Tax Liability		10,809		11,911
Other Liabilities		361		309

Total Liabilities		30,644		27,449

Commitments and Contingencies (Note 11)
Parent Company Equity		97,720		98,936

Total Liabilities and Parent Company Equity	$	128,364	$	126,385

The accompanying notes are an integral part of the combined financial statements.

F-193

Artificial Intelligence Business

Combined Statements of Operations and Comprehensive Income

(in thousands)

Years ended December 31,	2019		2018

Revenue	$	197,096	$	152,244
Cost of Revenue		143,797		109,019

Gross Margin		53,299		43,225

Operating Expenses:
Research and development		23		—
General and administrative		27,025		22,160
Sales and marketing		3,122		2,749

Total Operating Expenses		30,170		24,909

Income before Income Taxes		23,129		18,316
Provision for Income Taxes		7,114		5,344

Net Income and Comprehensive Income	$	16,015	$	12,972

The accompanying notes are an integral part of the combined financial statements.

F-194

Artificial Intelligence Business

Combined Statements of Changes in Parent Company Equity

(in thousands)

	Parent Company Equity

Balance as of December 31, 2017	$	96,406
Stock-based compensation		236
Net income and comprehensive income		12,972
Change in net parent investment		(10,678	)

Balance as of December 31, 2018		98,936
Stock-based compensation		566
Net income and comprehensive income		16,015
Change in net parent investment		(17,797	)

Balance as of December 31, 2019	$	97,720

The accompanying notes are an integral part of the combined financial statements.

F-195

Artificial Intelligence Business

Combined Statements of Cash Flows

(in thousands)

Years ended December 31,	2019			2018

Cash Flows from Operating Activities:
Net income and comprehensive income	$	16,015		$	12,972
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation		566			236
Depreciation and amortization		3,995			3,990
Changes in operating assets and liabilities:
Accounts receivable, net		(942	)		(5,141	)
Due from parent		(509	)		864
Unbilled receivables		(4,490	)		(3,262	)
Prepaid expenses and other current assets		60			19
Accounts payable		1,683			302
Accrued expenses and other current liabilities		3,203			2,193
Deferred revenue		(641	)		672
Deferred tax liability		(1,102	)		(2,219	)
Other liabilities		52			52

Net Cash Provided by Operating Activities		17,890			10,678

Cash Flows from Investing Activities:
Purchases of property and equipment		(93	)		—

Net Cash Used in Investing Activities		(93	)		—

Cash Flows from Financing Activities:
Change in net parent investment		(17,797	)		(10,678	)

Net Cash Used in Financing Activities		(17,797	)		(10,678	)

Net Change in Cash and Cash Equivalents		—			—
Cash and Cash Equivalents at Beginning of Year		—			—

Cash and Cash Equivalents at End of Year	$	—		$	—

The accompanying notes are an integral part of the combined financial statements.

F-196

Artificial Intelligence Business

Notes to Combined Financial Statements

1. Nature of the Business and Basis of Presentation

LBT Acquisition, Inc. and its wholly owned subsidiaries (collectively, "Lionbridge" or the "Parent") provides a comprehensive suite of globalization services to the world's largest brands. The Parent owns and operates an artificial intelligence services business unit ("AI Business", or the "Company"). The accompanying combined financial statements represent, on a historical cost basis, the combined assets, liabilities, revenues and expenses related to the Artificial Intelligence business unit.

Throughout the years covered by the combined financial statements, the Company did not operate as a separate entity and stand-alone combined financial statements historically have not been prepared. The Company is comprised of certain stand-alone legal entities and parts of other stand-alone legal entities for which discrete financial information is available. The accompanying combined financial statements have been prepared on a "carve out" basis and are derived from the Parent's consolidated financial statements and accounting records, using the Parent's historical basis in assets and liabilities before the distribution. As a direct ownership relationship did not exist amongst all of the various business entities comprising the AI Business, the Parent's investment in the AI Business is shown in lieu of stockholder's equity in the combined financial statements. The combined financial statements reflect the Company's balance sheets, statements of operations and comprehensive income, changes in parent company equity and statements of cash flows in conformity with the accounting principles generally accepted in the United States of America ("GAAP").

The Company's combined balance sheets, statements of operations and comprehensive income, statements of cash flows and statement of changes in parent company equity may not be indicative of the financial condition had the Company been a separate stand-alone entity during the years presented, nor are the results indicative of the Company's combined balance sheets, statements of operations and comprehensive income, statements of cash flows and statement of equity had the Company operated as a separate, independent company during the years presented. The combined financial statements included herein do not reflect any changes that may occur in the Company's financing and operations in the future.

The combined financial statements include all revenues, costs, assets and liabilities directly attributable to the Company. The combined balance sheets include the specific identification of assets and liabilities from the Parent incurred on the Company's behalf. Such assets and liabilities were identified and allocated using specific identification of AI-dedicated balances per review of the Company's balance sheet supporting documents and workpapers. The combined statements of operations and comprehensive income include allocations of certain costs from the Parent incurred on the Company's behalf. Such corporate-level costs are being allocated to the Company using methods based on proportionate formulas such as revenue, headcount, and others. Such corporate costs include costs pertaining to accounting and finance, legal, human resources, information technology, insurance, marketing, tax services, professional fees, procurement services, facility and other costs. The Company considers the expense allocation methodology and results to be reasonable for all years presented. However, these allocations may not be indicative of the actual level of expense the Company would

F-197

Artificial Intelligence Business

Notes to Combined Financial Statements (Continued)

1. Nature of the Business and Basis of Presentation (Continued)

have incurred if the AI Business had operated as a separate independent, company during the years presented nor are these costs indicative of what the AI Business may incur in the future.

Current and deferred income taxes and related tax expense have been determined based on the Company's stand-alone results by applying Accounting Standards Codification 740, Income Taxes ("ASC 740"), issued by the Financial Accounting Standards Board ("FASB"), as if the AI Business were a separate taxpayer, following the separate return methodology (see Note 8). The Company's portion of current income taxes payable is deemed to have been remitted to the Parent in the year the related tax expense was recorded. The AI Business's portion of current income taxes receivable is deemed to have been remitted to the Company by the Parent in the year to which the receivable applies only to the extent the Company could have recognized a refund of such taxes on a stand-alone basis under the law of the relevant taxing jurisdiction.

The AI Business is dependent upon technologies owned by various entities within the Parent structure. Certain technologies that are legally owned by the Parent benefit the AI Business. While these combined financial statements use various methods to allocate the cost of these technologies or intangible assets to the AI Business, the combined financial statements of the AI Business do not purport to reflect the cost of an arm's length licensing arrangement.

The Parent's cash and cash equivalents and debt, including debt collateralized by accounts receivable of the AI Business have not been allocated to the Company for any of the years presented since the Company is not the legal owner of the cash nor the legal obligor of the debt.

The Parent maintains various stock-based compensation and employee benefit plans at a corporate level. AI employees participate in those plans and a portion of the cost of those plans is included in the combined financial statements. See Note 7 for a further description of the accounting for stock-based compensation.

Risks and Uncertainties

The global pandemic resulting from the disease known as COVID-19, caused by a novel strain of coronavirus, SARS-CoV-2, has caused national and global economic and financial market disruptions and may adversely impact our business. Although the Company did not see a material impact on its operations for the year ended December 31, 2019 due to the COVID-19 pandemic, the Company cannot predict the duration or magnitude of the pandemic or the full impact that it may have on the Company's financial condition and results of operations, business operations, and workforce.

2. Summary of Significant Accounting Policies

Principles of Combination

These combined financial statements present the financial position, statement of operations, Parent company equity and cash flows of the AI business. All significant balances and transactions between entities in the AI business have been eliminated for these combined financial statements. All significant balances between Parent and the AI business are either included in Parent company equity in the Combined Balance Sheets or included in Due from Parent in the Combined Balance Sheet.

F-198

Artificial Intelligence Business

Notes to Combined Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Use of Estimates

The preparation of the combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. Actual results could differ from those estimates. All revisions to accounting estimates are recognized in the year in which the estimates are revised. Significant estimates reflected in the Company's combined financial statements include, but are not limited, to allocating certain operating expenses based on the Company's percentage of the Parent's annual revenue as overhead charges, valuing intangible assets and goodwill, accrued liabilities associated with compensation, goodwill and intangible asset impairment, share-based compensation and income taxes. However, if different assumptions or conditions were to prevail, the results could be materially different from the amounts recorded.

Fair Value Measurements

The carrying amounts reported in the combined balance sheets for accounts receivable, unbilled receivables, prepaid expenses other assets, accounts payable and accrued expenses and other current liabilities approximate their fair value because of the short-term nature of these instruments.

Net Parent Investment

In the combined balance sheets the Parent's historical net investment in the Company is presented as net parent investment in lieu of stockholders' equity. Net parent investment includes accumulated earnings after tax, net cash transfers, cumulative translation adjustment, and other property transfers to and from Parent and the AI Business. All transactions reflected in net parent investment in the accompanying combined balance sheets have been considered cash receipts and payments for purposes of the combined statements of cash flows and are reflected in financing activities in the accompanying combined statements of cash flows.

Accounts Receivable

Accounts receivable are stated at invoice value less estimated allowances for doubtful accounts. The Company establishes an allowance for doubtful accounts as losses are estimated to have occurred through a provision for bad debts charged to earnings. Losses are charged against the allowance when management believes the receivable is no longer collectible. These losses have been immaterial to date. Subsequent recoveries, if any, are credited to the allowance. The allowance for doubtful accounts is evaluated on a regular basis by management and is based on the credit risk of specific customers, past collection history, and management's evaluation of accounts receivable. The evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. As of December 31, 2019 and 2018, the Company determined that no allowance for doubtful accounts was required.

Concentration of Risk and Significant Customers

F-199

Artificial Intelligence Business

Notes to Combined Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

As of December 31, 2018 and 2019, the Company had two customers that individually represented 10% or more of the Company's accounts receivable, net. As of December 31, 2018 and 2019, these customers represented 80.1% and 84.1% of the accounts receivable, net, respectively. For the years ended December 31, 2018 and 2019, the Company had three customers and two customers, respectively, that individually exceeded 10% or more of the Company's revenue. For the years ended December 31, 2018 and 2019, these customers represented 87.7% and 80.6% of the Company's revenue, respectively.

Intercompany Receivables and Payables

As part of the Parent's normal course of business, the Parent utilizes intercompany payables and receivables with the Company. These intercompany transactions are not supported by formal agreements. Historically, the intercompany payables and receivables have been settled one month in arrears with both cash and equity transactions and are anticipated to be similarly settled at any point in the future. Cash settlements of intercompany relationships are recorded within Due to (from) parent in the combined balance sheets and net settlements of intercompany relationships are recorded within Net parent investment in the combined balance sheets. As of December 31, 2018, and 2019, the Company's Due from parent were $1.6 million and $2.1 million, respectively.

Foreign Currency Translation

The functional currency of a foreign subsidiary is generally the local currency. We translate the financial statements of foreign subsidiaries to U.S. dollars using month-end exchange rates for assets and liabilities, and average rates for the reporting period for revenues, costs, and expenses. We record translation gains and losses in accumulated other comprehensive loss as a component of parent company equity. We record net foreign exchange transaction gains and losses resulting from the conversion of the transaction currency to the functional currency within other income (expense), net. Foreign currency transaction losses for the years ended December 31, 2019 and 2018 were included as a component of net parent investment.

Unbilled Receivable

Deferred Revenue

F-200

Artificial Intelligence Business

Notes to Combined Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Property and Equipment, Net

Assets		Estimated Useful Life

Computers and electronic equipment		2 to 7 years
Furniture and equipment		3 to 10 years
Leasehold improvements		Lesser of lease term or useful life

Intangible Assets

Goodwill

Goodwill has been allocated to the AI Business based upon its relative fair value as of January 1, 2018 when the AI Business became a reporting unit of the Parent. The fair value of a reporting unit is generally determined using a combination of the income approach and the market approach. For the income approach, fair value is determined based on the present value of estimated future after-tax cash

F-201

Artificial Intelligence Business

Notes to Combined Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

flows, discounted at an appropriate risk-adjusted rate. The Parent uses its internal forecasts to estimate future after-tax cash flows and estimate the long-term growth rates based on its most recent views of the long-term outlook for each reporting unit. Actual results may differ from those assumed in our forecasts. The Parent derives its discount rates using a capital asset pricing model and analyzing published rates for industries relevant to its reporting units to estimate the weighted average cost of capital. The Parent adjusts the discount rates for the risks and uncertainty inherent in the respective businesses and in its internally developed forecasts. For the market approach, the Parent uses a valuation technique in which values are derived based on valuation multiples of comparable publicly traded companies. The Parent assesses each valuation methodology based upon the relevance and availability of the data at the time it performs the valuation and weighs the methodologies appropriately.

Impairment of Long-Lived Assets

Revenue Recognition

Revenue includes reimbursement of travel, out-of-pocket expenses, certain facilities and hardware costs with equivalent amounts of expense recorded in cost of revenue.

F-202

Artificial Intelligence Business

Notes to Combined Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Cost of Revenue

Cost of revenue include employee compensation and benefits, as well as outsourcing, reimbursement of travel, out-of-pocket expenses, and certain facilities and hardware costs.

Sales and Marketing

General and Administrative

Research and Development Expenses

Accounting for Stock-Based Compensation

The Parent maintains certain stock compensation plans for the benefit of certain of its officers and employees. These combined financial statements include certain expenses of the Parent that were allocated to the AI Business for stock-based compensation. The stock-based compensation expense is recognized over the requisite service period, based on the grant date fair value of the awards and the number of the awards expected to be vested based on service and performance conditions, net of forfeitures. The AI Business' combined balance sheets do not include any Parent outstanding equity related to these stock-based compensation programs.

F-203

Artificial Intelligence Business

Notes to Combined Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Income Taxes

The asset and liability approach under ASC 740 requires the recognition of deferred tax assets and liabilities for differences between the combined financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to impact taxable income. In estimating future tax consequences, the Company considers all expected future events other than enactment of changes in tax laws or rates. A valuation allowance is recorded, if necessary, based on available positive and negative evidence, to reduce net deferred tax assets to their realizable values if management does not believe it is more likely than not that the net deferred tax assets will be realized.

F-204

Artificial Intelligence Business

Notes to Combined Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09") which amended the existing FASB ASC. ASU 2014-09 supersedes the revenue recognition requirements in Revenue Recognition` ("Topic 605") and establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The standard also provides guidance on the recognition of costs related to obtaining and fulfilling customer contracts. Additionally, the standard requires disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The new standard also requires the capitalization of costs to acquire a contract. The Company utilized a modified retrospective method of adoption, by applying the practical expedient on the completed contracts and will record any transition adjustments only for contracts not considered complete at the beginning of the earliest period presented. The adoption of ASU 2014-09 did not have a material impact on the Company's results of operations or financial position.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance in ASU 2016-02 supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the combined statement of operations and comprehensive income. An entity may adopt the guidance either (1) retrospectively to each prior reporting period presented in the financial statements with a cumulative-effect adjustment recognized at the beginning of the earliest comparative period presented or (2) retrospectively at the beginning of the period of adoption through a cumulative-effect adjustment. The Company expects to adopt the guidance retrospectively at the beginning of the period of adoption, fiscal year 2021, through a cumulative-effect adjustment, and will not apply the new standard to comparative periods presented. The new standard provides a number of practical expedients. Upon adoption, the Company expects to elect all of the practical expedients available. The Company is currently evaluating the impact of its pending adoption of ASU 2016-02 on its combined financial statements. It is anticipated that the primary impact of the adoption will be the recording of a right-of-use asset and lease liability of similar amount on the Company's combined balance sheets.

F-205

Artificial Intelligence Business

Notes to Combined Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

December 15, 2020, and early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The guidance must be applied prospectively. The Company is currently evaluating the impact of its pending adoption of ASU 2017-04 on the combined financial statements and do not expect a material impact on the Company's combined financial statements.

In June 2018, the FASB issued ASU 2018-07 "Compensation—Stock Compensation (Topic 718); Improvements to Nonemployee Share-Based Payment Accounting". ASU 2018-07 simplifies the accounting for share-based payments made to nonemployees so the accounting for such payments is substantially the same as those made to employees. Under this ASU, share-based awards to nonemployees will be measured at fair value on the grant date of the awards, entities will need to assess the probability of satisfying performance conditions if any are present, and awards will continue to be classified according to ASC 718 upon vesting, which eliminates the need to reassess classification upon vesting, consistent with awards granted to employees. The Company is currently evaluating the impact of its pending adoption of Topic 718 on the combined financial statements and do not expect a material impact on the Company's combined financial statements. The guidance is effective for fiscal years beginning after December 15, 2018, and early adoption is permitted if financial statements have not yet been issued or have not yet been made available for issuance, but no earlier than an entity's adoption date of ASC 606. The Company is currently evaluating the impact of its pending adoption of ASU 2018-07 on the combined financial statements and do not expect a material impact on the Company's combined financial statements.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 simplifies the accounting for income taxes, including the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company does not anticipate that the adoption of ASU 2019-12 will have a material impact on its combined financial statements and related disclosures.

3. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

December 31,	2019		2018

Deposits	$	160	$	88
Deferred project costs assets		69		196
Other prepaid assets		7		12

Total	$	236	$	296

F-206

Artificial Intelligence Business

Notes to Combined Financial Statements (Continued)

4. Property and Equipment, Net

(in thousands) December 31,	2019			2018

Computer software and equipment	$	2,276		$	2,213
Furniture and office equipment		23			—
Leasehold improvements		7			—

		2,306			2,213
Less: Accumulated depreciation		(2,218	)		(2,213	)

Total	$	88		$	—

The Company did not recognize any depreciation expense for the year ended December 31, 2018. Depreciation expense was $0.1 million for the year ended December 31, 2019.

5. Accrued Liabilities and Other Current Liabilities

Accrued liabilities and other current liabilities consisted of the following (in thousands):

December 31,	2019		2018

Accrued outsourcing	$	6,646	$	4,528
Accrued payroll and related costs		4,780		3,498
Accrued professional fees		513		921
Income taxes payable		15		14
Other accrued expenses		292		82

Total	$	12,246	$	9,043

6. Goodwill and Other Intangible Assets

There were no changes to the goodwill carrying value during the years ended December 31, 2018 and 2019.

The table below summarizes the other intangible assets balances as of December 31, 2018 and 2019 (in thousands):

	December 31, 2019							December 31, 2018

	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer relationships	$	47,881	$	(11,305	)	$	36,576	$	47,881	$	(7,315	)	$	40,566

F-207

Artificial Intelligence Business

Notes to Combined Financial Statements (Continued)

6. Goodwill and Other Intangible Assets (Continued)

Amortization of the customer relationships asset was $4.0 million for both the years ended December 31, 2018 and 2019. The estimated future amortization expense is as follows (in thousands):

Fiscal years ending December 31,	Future Amortization

2020	$	3,990
2021		3,990
2022		3,990
2023		3,990
2024		3,990
Thereafter		16,626

	$	36,576

7. Stock-Based Compensation

The Parent maintains a stock-based compensation program at the corporate level in which the Company's employees participate. All awards granted under the program relate to the common stock of the ultimate parent of Lionbridge. All awards granted under the plan are reflected in the financial statements of the ultimate parent of Lionbridge and not in the combined statements of changes in Parent Company Equity of the Company. Accordingly, the amounts presented are not necessarily indicative of future performance and do not necessarily reflect the results that the Company would have experienced as an independent, publicly traded company for the periods presented.

The stock-based compensation expense recorded by the Company, in the years presented, includes the expense associated with the employees historically attributable to the Company's operations and the expense associated with the allocation of stock compensation expense for corporate employees.

The following table presents stock-based compensation expense included in the combined statements of operations and comprehensive loss related to the Parent's stock-based compensation programs which are described in more detail further below (dollars in thousands):

Years ended December 31,	2019		2018

General and administrative	$	444	$	208
Sales and marketing		122		28

Total Stock-Based Compensation Expense	$	566	$	236

8. Income Taxes

The Company's current and deferred income tax consequences that result from operations during the current and preceding years were allocated based on the separate return method, as if the Company were a stand-alone taxpaying entity historically filing separate income tax returns. In addition, the Company does not have a tax-sharing agreement with its parent or any member of the combined financial reporting group.

F-208

Artificial Intelligence Business

Notes to Combined Financial Statements (Continued)

8. Income Taxes (Continued)

The provision (benefit) for income taxes in the combined statements of operations and comprehensive income consists of the following (in thousands):

Years ended December 31,	2019			2018

Current Income Tax Provision:
Federal	$	4,847		$	4,552
State		2,904			2,766
Foreign		484			245

Total Current Income Tax Provision		8,235			7,563

Deferred Income Tax Benefit:
Federal		(513	)		(1,362	)
State		(530	)		(831	)
Foreign		(78	)		(26	)

Total Deferred Income Tax (Benefit)		(1,121	)		(2,219	)

Total Provision For Income Taxes	$	7,114		$	5,344

No additional U.S. income taxes or foreign withholding taxes have been provided for any additional outside basis differences inherent in the Company's foreign entities as these amounts continue to be indefinitely reinvested in foreign operations based on management's current intentions. Determining the amount of unrecognized deferred tax liability related to any remaining undistributed foreign earnings is not practicable.

The significant components driving the difference between the statutory rate of 21% and the actual tax rate is primarily due to state taxes. In addition, the Company's provision for income taxes and the effective income tax rate are impacted by the mix of domestic and foreign income (loss) before income taxes.

The combined deferred tax (liabilities) assets of the Company were as follows (in thousands):

December 31,	2019			2018

Deferred Tax Assets:
Foreign net operating loss carryforwards		84			6
Reserves and accruals		80			168
Unrealized foreign exchange (gain) loss		14			41
Other		2			2

Total Deferred Tax Assets		180			217
Valuation allowance		(1	)		(2	)

Total Deferred Tax Assets, Net of Valuation Allowance		179			215

Deferred Tax Liabilities:
Amortization and depreciation of long-lived assets		(10,978	)		(12,157	)
Deferred revenue		(10	)		31

Total Deferred Tax Liabilities		(10,988	)		(12,126	)

Net Deferred Tax Liabilities	$	(10,809	)	$	(11,911	)

Deferred tax assets (liabilities) as of December 31, 2019 and 2018 relate primarily to temporary differences arising from fair value adjustments recorded in connection with the 2017 Merger with an affiliate of H.I.G. Capital, determined on an allocation method based on the carved-out balance sheet.

F-209

Artificial Intelligence Business

Notes to Combined Financial Statements (Continued)

8. Income Taxes (Continued)

The fair value adjustments related to the 2017 merger are not deductible for income tax purposes and will result in an increase in the Company's current tax liability in the periods the assets are recovered for financial statements purposes through amortization. The Company will also recognize a deferred tax benefit for the tax effect of the financial statement amortization, which will subsequently reduce the carrying value of the deferred tax liability. Taxable or deductible temporary differences arising from the differences between assigned book values and the tax bases of the assets acquired and liabilities assumed in a business combination are recorded as part of goodwill in the period the transaction occurred.

The Company has evaluated both positive and negative evidence in assessing the realizability of its deferred tax assets. This assessment included the evaluation of scheduled reversals of deferred tax liabilities, estimates of projected future taxable income and tax-planning strategies. Under the applicable accounting standards, management has determined that for U.S. federal purposes, and foreign tax jurisdictions, it is more likely than not that the Company will have sufficient reversals of deferred tax liabilities and generate sufficient future taxable income to benefit from the deferred tax assets prior to their expiration. Management reevaluates the need for a valuation allowance periodically based on the weight of both positive and negative evidence.

As of December 31, 2019, the Company had net operating loss carryforwards for U.S. state income tax purposes of $0.6 million that will expire at various dates through 2039. Additionally, the Company has non-U.S. net operating loss carryforwards of $0.4 million which begin to expire in 2024.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands):

Years ended December 31,	2019			2018

Unrecognized Tax Benefits at Beginning of Year	$	231		$	216
Additions based on tax positions related to the current year		65			65
Reductions due to lapse of applicable statute of limitations		(37	)		(50	)

Unrecognized Tax Benefits at End of Year	$	259		$	231

The Company applies FASB Interpretation No. 48 "Accounting for Uncertainty in Income Taxes, an interpretation of FAS 109" (codified within ASC 740, Income Taxes), for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. Unrecognized tax benefits represent tax positions for which reserves have been established. As of December 31, 2019, and 2018, the total amount of unrecognized tax benefits was $0.3 million and $0.2 million, respectively, which, if recognized, would favorably affect the effective income tax rate in future periods.

The Company accrues interest and penalties related to unrecognized tax benefits as a component of its provision for income taxes. The total amount of accrued interest and penalties related to the Company's unrecognized tax benefits was $0.1 million and less than $0.1 million as of December 31, 2019, and 2018, respectively. During both the years ended December 31, 2019 and 2018, the Company recognized tax expense of less than $0.1 million for interest and penalties.

The Company and its subsidiaries conduct business globally and file income tax returns in the U.S. federal, state, and foreign jurisdictions, as required. For U.S federal and state tax purposes, the tax years 2010 through 2019 are open for examination, and for other major foreign tax jurisdictions, the tax

F-210

Artificial Intelligence Business

Notes to Combined Financial Statements (Continued)

8. Income Taxes (Continued)

years 2008 through 2019 are open for examination. As of December 31, 2019, examinations are currently underway in certain jurisdictions including Germany and India. Carryforward attributes that were generated in earlier periods remain subject to examination to the extent the year in which they were used or will be used remains open for examination.

The Company evaluates each reporting period whether it is reasonably possible material changes to its uncertain tax position liability could occur in the next 12 months. Changes may occur as a result of uncertain tax positions being considered effectively settled, re-measured, paid, acquired or divested, as a result of a change in accounting rules, tax law or judicial decision, or due to expiration of the relevant statute of limitations. It is not possible to predict which uncertain tax positions, if any, may be challenged by tax authorities. Timing and impact of income tax audits and their resolution is uncertain. New facts, laws, pronouncements and judicial decisions can change assessments concerning technical merit and measurement. The amounts of or periods in which changes to reserves for uncertain tax positions will occur is difficult to predict. The Company believes it is reasonably possible the amount of unrecognized tax benefits disclosed as of December 31, 2019 may decrease approximately $0.1 million in the year ending December 31, 2020 due to expiration of statute of limitations.

9. Employee Benefit Plans

The Company maintains an employee benefit plan qualified under Section 401(k) of the Internal Revenue Code. All U.S. employees may participate in the 401(k) plan subject to certain eligibility requirements. In addition, at the discretion of the Board of Directors, the Company may make discretionary profit-sharing contributions into the 401(k) plan for all eligible employees. During both the years ended December 31, 2018 and 2019, the Company made contributions totaling less than $0.1 million.

10. Related Party Transactions

For the years ended December 31, 2018 and 2019, the Company had $1.6 million and $2.1 million of amounts due from parent, respectively, with a related party.

11. Commitments and Contingencies

Litigation

From time to time the Company is subject to litigation and claims in the ordinary course of business. In the opinion of management, after consultation with counsel, there are no matters currently considered to be reasonably possible of resulting in a material adverse effect on the combined financial position or results of operations. Nevertheless, the Company cannot predict the impact of future developments affecting pending or future claims and lawsuits and any resolution of a claim or lawsuit.

At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings.

Lease Commitments

The Company leases their facilities under various operating lease agreements.

F-211

Artificial Intelligence Business

Notes to Combined Financial Statements (Continued)

11. Commitments and Contingencies (Continued)

Aggregate minimum rental commitments under non-cancelable operating leases as of December 31, 2019 are as follows (in thousands):

Fiscal years ending December 31,	Minimum Lease Payments

2020	$	662
2021		483
2022		312
2023		312
2024		294
Thereafter		502

	$	2,565

Rent expense under leases of facilities entered into by the Company for the years ended December 31, 2018 and 2019 was approximately $0.4 million and $1.2 million, respectively, and is included in general and administrative expenses in the statements of operations. Rent expense allocated from lease arrangements not directly entered into by the Company was $0.6 million and $0.9 million for the years ended December 31, 2018 and 2019, respectively, and is included in general and administrative expenses in the statement of operations. Payments from lease arrangements not directly entered into by the Company is not included in the table of future minimum lease payments above.

12. Subsequent Events

The Company has evaluated subsequent events that occurred after the balance sheet date, through November 4, 2020, the date the financial statements were available to be issued.

COVID-19

On January 30, 2020, the World Health Organization declared the COVID-19 coronavirus outbreak a "Public Health Emergency of International Concern" and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The COVID-19 coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the complete financial effect will be to the Company. Management continues to monitor this closely. Management is taking prudent actions to reduce or defer non-essential expenses, primarily travel. In May 2020 due to economic uncertainty posed by the COVID-19 pandemic, the Company implemented a modest salary reduction for any employee making over $100,000. Employees have the ability to earn the foregone salaries back based on the performance of the Company.

CARES Act

F-212

Artificial Intelligence Business

Notes to Combined Financial Statements (Continued)

12. Subsequent Events (Continued)

to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. The Company continues to examine the impact that the CARES Act may have on its business. Currently, the Company is unable to determine the impact that the CARES Act will have on its financial condition, results of operation, or liquidity.

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Subordinate Voting Shares

TELUS International (Cda) Inc.

PROSPECTUS


J.P. Morgan				Morgan Stanley

(lead bookrunners listed in alphabetical order)


Barclays		BofA Securities		CIBC Capital Markets


Citigroup		Credit Suisse		RBC Capital Markets		Baird		BMO Capital Markets


Scotiabank		TD		Wells Fargo Securities		William Blair


MUFG		National Bank of Canada Financial Markets

, 2021

Table of Contents

PART II

Information Not Required in Prospectus

Item 6. Indemnification of Directors and Officers.

Under the BCBCA, a company may indemnify: (i) a current or former director or officer of that company; (ii) a current or former director or officer of another corporation if, at the time such individual held such office, the corporation was an affiliate of the company, or if such individual held such office at the company's request; or (iii) an individual who, at the request of the company, held, or holds, an equivalent position in another entity (an "indemnifiable person") against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal, administrative or other legal proceeding or investigative action (whether current, threatened, pending or completed) in which he or she is involved because of that person's position as an indemnifiable person, unless: (i) the individual did not act honestly and in good faith with a view to the best interests of such company or the other entity, as the case may be; or (ii) in the case of a proceeding other than a civil proceeding, the individual did not have reasonable grounds for believing that the individual's conduct was lawful. A company cannot indemnify an indemnifiable person if it is prohibited from doing so under its articles or by applicable law. A company may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an indemnifiable person in respect of that proceeding only if the indemnifiable person has provided an undertaking that, if it is ultimately determined that the payment of expenses was prohibited, the indemnifiable person will repay any amounts advanced. Subject to the aforementioned prohibitions on indemnification, a company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by an indemnifiable person in respect of such eligible proceeding if such indemnifiable person has not been reimbursed for such expenses, and was wholly successful, on the merits or otherwise, in the outcome of such eligible proceeding or was substantially successful on the merits in the outcome of such eligible proceeding. On application from an indemnifiable person, a court may make any order the court considers appropriate in respect of an eligible proceeding, including the indemnification of penalties imposed or expenses incurred in any such proceedings and the enforcement of an indemnification agreement. As permitted by the BCBCA, our articles require us to indemnify our directors, officers, former directors or officers (and such individual's respective heirs and legal representatives) and permit us to indemnify any person to the extent permitted by the BCBCA.

Upon completion of this offering, our articles will provide that we shall indemnify directors and officers to the extent required or permitted by law.

Prior to the completion of this offering, we intend to enter into agreements with our directors and certain officers (each an "Indemnitee" under such agreements) to indemnify the Indemnitee, to the fullest extent permitted by law and subject to certain limitations, against all costs, charges and expenses reasonably incurred by an Indemnitee in an action or proceeding to which the Indemnitee was made a party by reason of the Indemnitee being an officer or director of (i) our company or (ii) an organization if the Indemnitee serves such organization at our request.

We maintain insurance policies relating to certain liabilities that our directors and officers may incur in such capacity.

Item 7. Recent Sales of Unregistered Securities.

The following sets forth information regarding all unregistered securities sold since January 1, 2017.

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Table of Contents

Compensation-Related Issuances

•: From January 1, 2017 through the date of this registration statement, we have granted 342,004 phantom restricted share units, where each phantom restricted unit is nominally equal in value to one TELUS International (Cda) Inc. common share to certain of our employees through our TELUS International (Cda) Inc. Long-Term Incentive Plan.
•: From January 1, 2017 through the date of this registration statement, we have granted 320,126 phantom performance restricted share units, where each phantom restricted share unit is nominally equal in value to one TELUS International (Cda) Inc. common share to certain of our employees and directors through our TELUS International (Cda) Inc. Omnibus Long-Term Incentive Plan.
•: From January 1, 2017 through the date of this registration statement, we have granted 268,160 phantom restricted share units, where each phantom restricted share unit is nominally equal in value to one TELUS common share to certain of our employees and directors through our TELUS International (Cda) Inc. Omnibus Long-Term Incentive Plan. Amount reflects retroactive application of March 17, 2020 TELUS two-for-one share split.
•: From January 1, 2017 through the date of this registration statement, we have granted an aggregate of 421,459 phantom share options to certain of our employees having exercise prices ranging from $21.90 to $40.26.
•: From January 1, 2017 through the date of this registration statement, we have issued 66,732 of our Class C common shares to certain members of our senior leadership team.

Acquisition-Related Issuances

•: In connection with the consideration for the acquisition of Xavient Digital LLC ("Xavient"), we issued (i) 541,516 of our Class D common shares to Xavient on February 6, 2018 and (ii) 1,207,729 of our Class A common shares to TELUS on April 30, 2020. On April 1, 2020, we granted an option to purchase up to 421,822 shares of our Class B common shares and on April 30, 2020 we granted an option to purchase up to 648,431 shares of our Class B common shares to Baring at an exercise price of $62.10 in connection with the settlement of the Xavient put option, each of which was exercised in full on September 29, 2020 and settled on October 19, 2020.
•: On February 6, 2018, we issued 500,290 of our Class B common shares to Baring for aggregate cash proceeds of $13.9 million. The proceeds were used to finance the acquisition of Xavient.
•: Concurrent with the acquisition of CCC, on January 29, 2020 we issued (i) 3,260,580 of our Class A common shares and 50,000 of our Class C common shares to TELUS for cash proceeds of $126.1 million and (ii) 1,782,620 of our Class B common shares to Baring for cash proceeds of $67.9 million, which cash proceeds from TELUS and Baring were used to finance the acquisition.
•: In connection with the acquisition of MITS from TELUS, on April 1, 2020 we issued 785,660 of our Class C common shares to TELUS.
•: In connection with the acquisition of Lionbridge AI, on December 29, 2020 we issued 1,678,242 Class A common shares to TELUS for proceeds of approximately $149.6 million and 901,101 Class B common shares to Baring for proceeds of approximately $80.4 million to fund a portion of the purchase price.

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Table of Contents

Other Issuances

•: On February 6, 2018, we issued 929,110 of our Class A common shares to TELUS for $25.7 million, in consideration for offsetting a pre-existing intercompany advance.
•: On January 31, 2020, we issued 1,449,004 of our Class E common shares to former employees of CCC for cash proceeds of $90.0 million.

The transactions described above were made outside the United States pursuant to Regulation S, or to U.S. persons pursuant to (i) Rule 701 promulgated under the Securities Act, in that the securities were offered and sold either pursuant to written compensatory plans or pursuant to a written contract relating to compensation, as provided by Rule 701, or (ii) to U.S. persons pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) under Regulation D of the Securities Act in that such sales and issuances did not involve a public offering.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions or any public offering. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.

Item 8. Exhibits and Financial Statement Schedules.

(a) Exhibits. See the Exhibit Index attached to this registration statement, which is incorporated by reference herein.

(b) Financial Statement Schedules. Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or notes thereto.

Item 9. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

1.: For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.
2.: For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement on Form F-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on January 8, 2021.

POWERS OF ATTORNEY

Each of the undersigned members of the board of directors of the Registrant hereby severally constitutes and appoints Jeffrey Puritt and Michel Belec as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date


/s/ JEFFREY PURITT Jeffrey Puritt	President and Chief Executive Officer and Director (Principal Executive Officer)	January 8, 2021
/s/ VANESSA KANU Vanessa Kanu	Chief Financial Officer (Principal Financial Officer)	January 8, 2021
/s/ JANESH PATEL Janesh Patel	Vice President of Finance & Controller (Principal Accounting Officer)	January 8, 2021
/s/ JOSH BLAIR Josh Blair	Director	January 8, 2021

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Signature	Title	Date


/s/ KENNETH CHEONG Kenneth Cheong	Director	January 8, 2021
/s/ TONY GEHERAN Tony Geheran	Director	January 8, 2021
/s/ DOUG FRENCH Doug French	Director	January 8, 2021
/s/ STEPHEN LEWIS Stephen Lewis	Director	January 8, 2021
/s/ JIMMY MAHTANI Jimmy Mahtani	Director	January 8, 2021

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Signature of Authorized U.S. Representative of Registrant

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of TELUS International (Cda) Inc., has signed this Registration Statement on January 8, 2021.

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EXHIBIT INDEX

		Exhibit Description

1.1	*	Form of Underwriting Agreement
2.1	**	Stock Purchase Agreement, dated as of November 6, 2020, by and among LBT Investment Holdings, LLC and LBT Intermediate Holdings, Inc., as sellers, and TELUS International Holding (U.S.A) Corp., as purchaser
3.1	*	Form of Articles of TELUS International (Cda) Inc.
4.1	*	Specimen Share Certificate
4.2	*	Form of Registration Rights Agreement
5.1	*	Opinion of Osler, Hoskin & Harcourt LLP as to the validity of the shares
10.1	**†	Amended and Restated Master Services Agreement, dated as of January 1, 2021, between TELUS International (Cda) Inc. and TELUS Communications Inc.
10.2	**†	Transition and Shared Services Agreement, dated as of January 1, 2021, between TELUS Communications Inc. and TELUS International (Cda) Inc.
10.3	**†	Amended and Restated Master Reseller Agreement, dated as of January 1, 2021, between TELUS Communications Inc. and TELUS International (Cda) Inc.
10.4	**†	Network Infrastructure Services Agreement, dated as of January 1, 2021, among TELUS Communications Inc., TELUS Communications (U.S.) Inc., TELUS International (Cda) Inc. and TELUS International Holding (U.S.A.) Corp.
10.5	**	Trademark License Agreement, dated as of January 1, 2021, by and between TELUS Corporation and TELUS International (Cda) Inc.
10.6	*	Form of Collaboration and Financial Reporting Agreement
10.7	*	Form of Shareholders' Agreement
10.8	*	Form of Coattail Agreement
10.9	**	Second Amended and Restated Credit Agreement, dated as of December 22, 2020, among TELUS International (Cda) Inc., as borrower, The Bank of Nova Scotia and other financial institutions party thereto, as lenders, and The Bank of Nova Scotia, as administrative agent
21.1	**	List of Subsidiaries of TELUS International (Cda) Inc.
23.1	**	Consent of Deloitte LLP
23.2	**	Consent of KPMG AG Wirtschaftsprufungsgesellschaft
23.3	**	Consent of BDO USA, LLP
23.4	*	Consent of Osler, Hoskin & Harcourt LLP (included in Exhibit 5.1)
24.1	**	Power of Attorney (included on signature page)

*: To be filed by amendment.
**: Filed herewith.
†: Portions of this exhibit, marked by brackets, have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because they are both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.

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Exhibit 2.1

Confidential
Execution Version

STOCK PURCHASE AGREEMENT

by and among

LBT INVESTMENT HOLDINGS, LLC,

LBT INTERMEDIATE HOLDINGS, INC.,

and

TELUS INTERNATIONAL HOLDING (U.S.A.) CORP.

NOVEMBER 6, 2020

Table of Contents

			Page

ARTICLE 1 PURCHASE AND SALE OF SHARES			1
	1.01	Purchase and Sale of Shares	1
	1.02	Purchase Price	2
	1.03	Estimated Cash, Estimated Indebtedness, Estimated Net Working Capital and Estimated Transaction Expenses	2
	1.04	The Closing Transactions	2
	1.05	Final Cash, Final Indebtedness, Final Net Working Capital and Final Transaction Expenses Calculations	3
	1.06	The Closing	5
	1.07	Local Employee and Asset Transfers	5
	1.08	Withholding	6

ARTICLE 2 CONDITIONS TO CLOSING			7
	2.01	Conditions to the Purchaser’s Obligations	7
	2.02	Conditions to the Seller’s and the Company’s Obligations	8

ARTICLE 3 REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES			10
	3.01	Corporate Organization of the Company	10
	3.02	Subsidiaries	10
	3.03	Authorization; No Breach; Valid and Binding Agreement	10
	3.04	Governmental Consents	11
	3.05	Capitalization of the Company	11
	3.06	Capitalization of Subsidiaries	11
	3.07	Financial Statements	12
	3.08	Litigation and Proceedings	13
	3.09	Legal Compliance	13
	3.10	Contracts; No Defaults	15
	3.11	Company Benefit Plans	17
	3.12	Labor Relations	18
	3.13	Taxes	20
	3.14	Brokers’ Fees	23
	3.15	Insurance	23
	3.16	Real Property	23
	3.17	Intellectual Property	24
	3.18	Data Privacy	26
	3.19	Environmental Matters	27
	3.20	Absence of Changes	27
	3.21	Affiliate Matters	29
	3.22	Assets	29
	3.23	Top Customers	29
	3.24	No Additional Representation or Warranties	30

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(Continued)

			Page

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER			30
	4.01	Organization and Power	30
	4.02	Authorization; No Breach; Valid and Binding Agreement	30
	4.03	Governmental Consents	30
	4.04	Litigation	30
	4.05	Brokerage	31
	4.06	Financing	31
	4.07	Solvency	31
	4.08	No Other Representations or Warranties	31

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE SELLER			31
	5.01	Organization and Power	31
	5.02	Authorization; No Breach; Valid and Binding Agreement	31
	5.03	Ownership of Shares	32
	5.04	Brokerage	32
	5.05	Pre-Closing Restructuring	32
	5.06	No Other Representations or Warranties	32

ARTICLE 6 COVENANTS OF THE COMPANY AND THE SELLER			32
	6.01	Conduct of the Business	32
	6.02	Access to Books and Records	33
	6.03	Termination of Affiliated Agreements and Intercompany Accounts	34
	6.04	Resignations	35
	6.05	IPO Assistance	35
	6.06	Exclusivity	36
	6.07	Section 280G	36
	6.08	Termination of Company Transferred Plans	37
	6.09	Pre-Closing Restructuring	37
	6.10	License	39
	6.11	Insurance Matters	41
	6.12	Restricted Transactions	41

ARTICLE 7 COVENANTS OF THE PURCHASER			42
	7.01	Access to Books and Records	42
	7.02	Director and Officer Liability and Indemnification	42
	7.03	Employment and Benefit Arrangements	43
	7.04	Employee Matters	44
	7.05	No Third-Party Beneficiaries; No Amendment	44
	7.06	Name Change	44
	7.07	R&W Insurance Policy	45
	7.08	Acknowledgment of the Purchaser	46

ARTICLE 8 SURVIVAL AND INDEMNIFICATION			47
	8.01	Survival	47
	8.02	Indemnification by the Seller	47

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			Page

	8.03	Indemnification by the Purchaser	48
	8.04	Limitation on Indemnification	48
	8.05	Notice of Loss; Third-Party Claims	49
	8.06	Escrow	51
	8.07	Tax Treatment	51
	8.08	Exclusive Remedy	51

ARTICLE 9 TERMINATION			51
	9.01	Termination	51
	9.02	Effect of Termination	52

ARTICLE 10 ADDITIONAL COVENANTS			53
	10.01	Tax Matters	53
	10.02	Regulatory Filings and Consents	58
	10.03	Escrow Account	60
	10.04	Commercially Reasonable Efforts	60
	10.05	Confidentiality	61
	10.06	Further Assurances; Wrong Pockets	61
	10.07	Restrictive Covenants	63
	10.08	Mutual Release	64
	10.09	Provision Respecting Legal Representation	66
	10.10	Press Releases and Communications	67

ARTICLE 11 DEFINITIONS			67
	11.01	Definitions	67
	11.02	Other Definitional Provisions	79
	11.03	Cross-Reference of Other Definitions	79

ARTICLE 12 MISCELLANEOUS			82
	12.01	Expenses	82
	12.02	Knowledge Defined	82
	12.03	Notices	82
	12.04	Assignment	83
	12.05	Severability	84
	12.06	References	84
	12.07	Construction	84
	12.08	Amendment and Waiver	85
	12.09	Complete Agreement	85
	12.10	Third-Party Beneficiaries	85
	12.11	Waiver of Trial by Jury	85
	12.12	Purchaser Deliveries	86
	12.13	Electronic Delivery	86
	12.14	Counterparts	86
	12.15	Governing Law	86
	12.16	Consent to Jurisdiction	86

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(Continued)

		Page

12.17	Specific Performance	87
12.18	Consents	88
12.19	No Recourse	88

Exhibits

Exhibit A	Covenants Pertaining to Certain Employees
Exhibit B	Pre-Closing Restructuring
Exhibit C	Net Working Capital
Exhibit D	Form of Transition Services Agreement

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 6, 2020, is made by and among LBT Investment Holdings, LLC, a Delaware limited liability company (the “Seller”), TELUS International Holding (U.S.A.) Corp., a Delaware corporation (the “Purchaser”), and LBT Intermediate Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 11 below.

WHEREAS, the Seller owns 100% of the issued and outstanding capital stock of the Company (the “Shares”);

WHEREAS, upon the terms and subject to the conditions of this Agreement, the Purchaser desires to acquire from the Seller, and the Seller desires to sell to the Purchaser, all of the Shares;

WHEREAS, prior to the Closing, the Seller will consummate and cause to be consummated the Pre-Closing Restructuring;

WHEREAS, prior to the Closing, the Parties intend that local employees of the Company’s Subsidiaries related to the Business in Canada, China, Germany, India, Turkey and the United Kingdom (the “Local Transfer Jurisdictions”) will be directly transferred to local Affiliates of the Purchaser to be designated by the Purchaser (such Affiliates, the “Local Purchaser Affiliates”);

WHEREAS, concurrently with the execution of this Agreement, the Purchaser or one of its Affiliates has entered into an employment agreement with a certain key individual, which employment agreement is effective and contingent upon the consummation of the Closing; and

WHEREAS, the respective boards of directors and managers, as applicable, of the Purchaser, the Seller and the Company have approved this Agreement and the transactions contemplated hereby, upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

PURCHASE AND SALE OF SHARES

1.01 Purchase and Sale of Shares. On the terms and subject to the conditions hereof, on the Closing Date, (a) the Seller shall sell, assign, transfer and convey to the Purchaser, and the Purchaser shall purchase and acquire, or cause to be purchased and acquired, from the Seller, all of the Shares, free and clear of any Liens and restrictions on transfer (other than any restrictions under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws), and (b) in consideration of the sale of the Shares and the covenants and

agreements of the Seller contained herein, the Purchaser shall deliver to the Seller or its designee the consideration specified in Section 1.02.

1.02 Purchase Price.

(a) For purposes of this Agreement, the aggregate purchase price (the “Purchase Price”) to be paid for the Shares shall be an amount equal to (i) $935,000,000 (the “Base Consideration”), plus (ii) Final Cash, minus (iii) Final Indebtedness, plus (iv) the amount, if any, by which Final Net Working Capital exceeds the Target Net Working Capital, minus (v) the amount, if any, by which Final Net Working Capital is less than the Target Net Working Capital, minus (vi) Final Transaction Expenses.

(b) For purposes of this Agreement, the “Preliminary Purchase Price” shall be an amount equal to (i) the Base Consideration, plus (ii) Estimated Cash, minus (iii) Estimated Indebtedness, plus (iv) the amount, if any, by which Estimated Net Working Capital exceeds the Target Net Working Capital, minus (v) the amount, if any, by which Estimated Net Working Capital is less than the Target Net Working Capital, minus (vi) Estimated Transaction Expenses.

(c) For purposes of this Agreement, the “Closing Cash Payment” shall be an amount equal to (i) the Preliminary Purchase Price minus (ii) the Escrow Amount.

1.03 Estimated Cash, Estimated Indebtedness, Estimated Net Working Capital and Estimated Transaction Expenses. Not less than seven (7) Business Days prior to the anticipated Closing Date, the Company shall deliver to the Purchaser a statement (the “Pre-Closing Statement”), together with reasonable supporting documentation thereof, setting forth (a) the Company’s good faith calculation of its estimate of (i) the amount of Cash (“Estimated Cash”), (ii) the amount of Indebtedness (“Estimated Indebtedness”), (iii) the Net Working Capital (“Estimated Net Working Capital”), and (iv) the amount of Transaction Expenses which will be unpaid as of the Closing (“Estimated Transaction Expenses”), and (b) the Company’s calculation of the Preliminary Purchase Price; provided that, prior to the Closing, the Company shall consider in good faith the Purchaser’s reasonable comments on the Pre-Closing Statement and the Company shall make any changes that the Purchaser and the Company agree based on the Purchaser’s comments. The “Closing Calculation Time” means, with respect to each relevant jurisdiction in which an Acquired Company is based or has assets, the close of business on the Closing Date in such jurisdiction.

1.04 The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties shall consummate the following transactions on the Closing Date:

(a) the Purchaser shall deliver to the Seller the Closing Cash Payment by wire transfer of immediately available funds to one or more accounts designated by the Seller to the Purchaser in exchange for (i) the delivery by the Seller to the Purchaser of stock certificate(s) evidencing the Shares and a duly executed stock power with respect to the Shares, (ii) the execution of the Conveyance Agreements and (iii) the employee transfers contemplated by Section 1.07(a) and Exhibit A;

(b) (i) the Purchaser and the Seller shall enter into the Escrow Agreement with the Escrow Agent and (ii) the Purchaser shall deposit the Escrow Amount by wire transfer of immediately available funds into the Escrow Account;

(c) the Seller shall deliver Lien releases with respect to the Shares and the assets of the Company in a form reasonably satisfactory to the Purchaser with respect to liens granted to secure the indebtedness listed on Schedule 1.04(c) and Liens (other than Permitted Liens) on Equity Interests or assets of the Acquired Companies or Transferred Assets as reasonably determined between the date hereof and the Closing to the Purchaser at the Closing;

(d) the Purchaser, the Company and the Seller shall make such other deliveries as are required by Article 2 hereof; and

(e) the Seller shall deliver to the Purchaser a properly completed IRS Form W-9 (provided that the Purchaser’s only remedy for the Seller’s failure to provide such form will be to withhold from the payments to be made pursuant to this Agreement, any required withholding Tax under Section 1445 of the Code, and the Seller’s failure to provide such form shall not be deemed to be a failure of the condition set forth in Section 2.01(b) to have been met).

1.05 Final Cash, Final Indebtedness, Final Net Working Capital and Final Transaction Expenses Calculations.

(a) Within 90 days after the Closing Date, the Purchaser shall deliver to the Seller a statement showing the calculation of (i) the amount of Cash, (ii) the amount of Indebtedness, (iii) the Net Working Capital, and (iv) the amount of Transaction Expenses unpaid as of the Closing (the “Preliminary Statement”). The amount of Cash, Indebtedness, the Net Working Capital and the amount of Transaction Expenses shall be determined in accordance with the accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, set forth on Exhibit C) and shall not include any changes in assets or liabilities as a result of purchase accounting adjustments or any transactions effected in connection with the Closing at or following the consummation of the Closing. The parties agree that the purpose of determining the amount of Cash, Indebtedness, the Net Working Capital and the amount of Transaction Expenses and the related purchase price adjustment contemplated by this Section 1.05 is to measure changes in the amount of Cash, Indebtedness, the Net Working Capital and the amount of Transaction Expenses, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation. After delivery of the Preliminary Statement, the Seller and its accountants shall be permitted such access as is reasonably necessary to review the Company’s books and records and work papers related to the preparation of the Preliminary Statement. The Seller and its accountants may make inquiries of the Purchaser, the Company and their respective personnel and accountants regarding questions concerning, or disagreements with, the Preliminary Statement arising in the course of their review thereof, and the Purchaser shall, and shall cause the Company to, use its commercially reasonable efforts to cause any such personnel and accountants to cooperate with and respond to such inquiries.

(b) If the Seller has any objections to the Preliminary Statement, the Seller shall deliver to the Purchaser a statement setting forth its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered to the Purchaser within 60 days after delivery of the Preliminary Statement, the Preliminary Statement shall be final, binding and non-appealable by the parties hereto; provided that, in the event the Purchaser or the Company does not provide any papers or documents reasonably requested by the Seller or any of its authorized representatives within five (5) days of request therefor (or such shorter period as may remain in such 60-day period), such 60-day period shall be extended by one day for each additional day required for the Purchaser or the Company to fully respond to such request. Only those matters specified in the Objections Statement shall be deemed to be in dispute and all such disputed items shall be based only on (i) mathematical or clerical errors or (ii) the amounts included in the Preliminary Statement not having been determined in accordance with the relevant definitions and methodologies agreed herein and on Exhibit C with respect to the determination of the Purchase Price. The Seller and the Purchaser shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 30 days after the delivery of the Objections Statement, the Seller and the Purchaser shall submit such dispute to Grant Thornton LLP; provided that, if Grant Thornton LLP is unable or unwilling to serve in such capacity, the Seller and the Purchaser shall jointly select an alternative nationally recognized accounting firm that is not the independent auditor of any of the Purchaser, the Seller or the Company (Grant Thornton LLP or the Person so selected, as applicable, the “Dispute Resolution Auditor”). Each of the Seller and the Purchaser may furnish to the Dispute Resolution Auditor such information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other party. The Seller and the Purchaser shall instruct the Dispute Resolution Auditor to act as an expert (and not as an arbitrator) and to consider only those items and amounts which are identified to the Dispute Resolution Auditor from the Objections Statement as being items which the Seller and the Purchaser have been unable to resolve. The Seller and the Purchaser shall instruct the Dispute Resolution Auditor’s that its determination shall be based solely on the relevant definitions and methodologies agreed herein and on Exhibit C with respect to the determination of the Purchase Price. The Seller and the Purchaser shall use their commercially reasonable efforts to cause the Dispute Resolution Auditor to resolve all disagreements as soon as practicable. Further, the Dispute Resolution Auditor’s shall be instructed that its determination shall be based solely on the supporting material provided by the Purchaser and the Seller which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review) and may not assign a value to any particular item greater than the greatest value for such item claimed by either party or less than the lowest value for such item claimed by either party, in each case as presented to the Dispute Resolution Auditor. The resolution of the dispute by the Dispute Resolution Auditor shall be final, binding and non-appealable on the parties hereto. Notwithstanding the foregoing, any disputes regarding the dispute resolution process set forth in this Section 1.05(b) shall be submitted to a court of competent jurisdiction in accordance with Section 12.11 and Section 12.16. The costs and expenses of the Dispute Resolution Auditor shall be allocated between the Purchaser and the Seller based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. For example, if the Seller claims the amount of Cash is $1,000 greater than the amount determined by the Purchaser’s accountants, the Purchaser contests only $500 of the amount claimed by the Seller, and the Dispute Resolution Auditor ultimately resolves the dispute by awarding the Seller $300 of the $500 contested, then the costs and expenses of the Dispute

Resolution Auditor will be allocated 60% (i.e., 300 ÷ 500) to the Purchaser and 40% (i.e., 200 ÷ 500) to the Seller. The amount of Cash, Indebtedness, the Net Working Capital and the amount of Transaction Expenses as finally determined pursuant to this Section 1.05(b) shall be referred to herein as “Final Cash”, “Final Indebtedness”, “Final Net Working Capital” and “Final Transaction Expenses”.

(c) If, after final determination of Final Cash, Final Indebtedness, Final Net Working Capital and Final Transaction Expenses pursuant to this Section 1.05, the Preliminary Purchase Price is less than the Purchase Price (such shortfall, the “Shortfall Amount”), then the Purchaser shall, within two (2) Business Days after Final Cash, Final Indebtedness, Final Net Working Capital and Final Transaction Expenses become final and binding on the parties pursuant to this Section 1.05, make payment of the Shortfall Amount by wire transfer of immediately available funds to the Seller.

(d) If, after final determination of Final Cash, Final Indebtedness, Final Net Working Capital and Final Transaction Expenses pursuant to this Section 1.05, the Preliminary Purchase Price is greater than the Purchase Price (such excess, the “Excess Amount”), then the Seller shall, within two (2) Business Days after Final Cash, Final Indebtedness, Final Net Working Capital and Final Transaction Expenses become final and binding on the parties pursuant to this Section 1.05, make payment of the Excess Amount by wire transfer of immediately available funds to the Purchaser.

(e) The Purchaser agrees that the purchase price adjustment provided for in this Section 1.05, and the dispute resolution provisions provided for in this Section 1.05, shall be the exclusive remedies for the matters addressed or that could be addressed by this Section 1.05.

(f) The parties hereto agree that any payment made pursuant to this Section 1.05 shall be treated as an adjustment to purchase price for all Tax purposes and agree not to take any position inconsistent with such treatment on any Tax Return to the maximum extent permitted by applicable Law.

1.06 The Closing. The parties shall cause the closing of the transactions contemplated by this Agreement (the “Closing”) to take place via remote exchange of documents on the third (3rd) Business Day following full satisfaction or due waiver of all of the closing conditions set forth in Article 2 hereof (other than those to be satisfied at the Closing, but subject to the satisfaction of such conditions at the Closing) or on such other date as the Purchaser and the Seller may mutually agree; provided that the Closing shall occur on December 31, 2020 unless mutually agreed by the Seller and the Purchaser. The date of the Closing is referred to herein as the “Closing Date”.

1.07 Local Employee and Asset Transfers.

(a) The provisions of Exhibit A shall apply with respect to employee transfers in the Local Transfer Jurisdictions.

(b) After the full satisfaction or due waiver of all of the closing conditions set forth in Article 2 hereof (other than those to be satisfied at the Closing, but subject to the satisfaction of such conditions at the Closing) and as shortly before the Closing as reasonably

practicable, the Seller shall cause the applicable Retained Companies in the Local Transfer Jurisdictions and the Purchaser shall cause the Local Purchaser Affiliates to enter into agreements or instruments (the “Conveyance Agreements”) providing for (i) the transfer, assignment and conveyance of any right, title and interest of each relevant Retained Company in any Transferred Assets related to a particular Local Transfer Jurisdiction to the applicable Local Purchaser Affiliate, (ii) the assumption by the applicable Local Purchaser Affiliate of the Assumed Liabilities related to a particular Local Transfer Jurisdiction from the applicable Retained Company and (iii) the retention of any Retained Liabilities related to a particular Local Transfer Jurisdiction by the applicable Retained Company. The Conveyance Agreements shall be negotiated in good faith between the Seller and the Purchaser and be on terms wholly consistent with the terms of this Agreement. The Conveyance Agreements shall not set forth or include any purchase price details, any representations, warranties, covenants or indemnities, except to the extent required by applicable local Law or otherwise agreed between the Seller and the Purchaser. Any purchase price details, representations, warranties, covenants or indemnities required by applicable local Law to be set forth in the Conveyance Agreements will be subject to the terms, conditions and limitations set forth in this Agreement. In the event of any inconsistency between the terms of any Conveyance Agreement and the terms of this Agreement, the terms of this Agreement shall prevail. The Parties acknowledge and agree that any payment made by the Purchaser or any of its Local Purchaser Affiliates to the Seller or any Retained Company in consideration for the conveyance of any Transferred Assets under any Conveyance Agreement shall be applied to and credited against the Preliminary Purchase Price and the Purchase Price.

1.08 Withholding. The parties, as well as their respective Affiliates, shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement such amounts as are required to be deducted or withheld therefrom under any applicable provision of federal, state, local or non-U.S. Tax Law or under any applicable legal requirement; provided that, if the Purchaser or any of its Affiliates determines that an amount is required to be deducted and withheld, at least five (5) Business Days prior to the date the applicable payment is scheduled to be made, the Purchaser shall (a) provide the Seller with written notice of the intent to deduct and withhold (which notice shall include a copy of the calculation of the amount to be deducted and withheld), and (b) cooperate in good faith with the recipient of such payment to reduce or eliminate any such amounts required to be deducted and withheld (including providing the recipient a reasonable opportunity to provide forms or other evidence that would reduce or eliminate any such amounts otherwise required to be deducted and withheld); provided, further, that the requirements in clauses (a) and (b) shall not apply to (i) any withholding with respect to the payment of wages or other amounts treated as employee compensation under the Code or (ii) any withholding resulting from the failure of the Seller to deliver the forms described in Section 1.04(e). To the extent such amounts are so deducted or withheld and timely remitted to the appropriate Governmental Authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

ARTICLE 2

CONDITIONS TO CLOSING

2.01 Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Purchaser in writing) of the following conditions as of the Closing:

(a) (i) The representations and warranties set forth in Sections 3.01(a), 3.01(c), 3.02(a), 3.02(c), 3.05, 3.06, 3.14 and Article 5 shall be true and correct in all respects (other than de minimis inaccuracies) as of the Closing Date as though made on and as of the Closing Date (except that those representations and warranties that address matters only as of a specified time only need be true as of such specified time) and (ii) the other representations and warranties set forth in Article 3 shall be true and correct in all respects (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) as of the Closing Date as though made on and as of the Closing Date (except that those representations and warranties that address matters only as of a specified time only need be true as of such specified time), except in the case of clause (ii), where the failure of such representations and warranties to be so true and correct would not, in the aggregate, have a Material Adverse Effect.

(b) The Company and the Seller shall have performed in all material respects all the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing.

(d) The applicable waiting period under the HSR Act (including any extensions thereof) shall have expired or been terminated.

(e) CFIUS Approval shall have been obtained.

(f) No judgment, decree or order shall have been entered and not withdrawn which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded.

(g) The Company shall have delivered to the Purchaser duly executed and filed, if applicable, copies of the Pre-Closing Restructuring Documents and such Pre-Closing Restructuring Documents shall be in the form previously approved by Purchaser pursuant to Section 6.09(b) hereof.

(h) At the Closing, the Escrow Agreement shall have been executed by the Seller and the Escrow Agent.

(i) At the Closing, the Company or the Seller, as applicable, shall have delivered to the Purchaser each of the following:

(i) (A) to the extent the Shares are in certificated form, stock certificate(s) evidencing ownership of the Shares, duly endorsed in blank or accompanied by a stock power duly executed in blank and otherwise in proper form for transfer and (B) to the extent the Shares are not in certificated form, a duly executed instruction for the transfer of the Shares to the Purchaser (or its permitted assignee(s)), as applicable;

(ii) copies of the Conveyance Agreements, duly executed by the applicable Retained Companies;

(iii) a copy of the Transition Services Agreement, duly executed by the Seller;

(iv) a certificate executed by an officer of the Company and the Seller, in form and substance reasonably acceptable to the Purchaser, dated as of the Closing Date, stating that the preconditions specified in Sections 2.01(a), 2.01(b) and 2.01(c) have been satisfied;

(v) a certificate of good standing with respect to the Company issued by the Secretary of State of the State of Delaware dated as of a date not more than ten (10) days prior to the Closing Date; and

(vi) a copy of the resolutions duly adopted by the Seller’s and the Company’s manager, authorizing the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby.

(j) Since the date of this Agreement, there shall have been no Material Adverse Effect.

2.02 Conditions to the Seller’s and the Company’s Obligations. The obligation of the Seller and the Company to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by the Seller and the Company in writing) of the following conditions as of the Closing:

(a) The representations and warranties set forth in Article 4 shall be true and correct in all respects (without giving effect to any materiality or Material Adverse Effect qualification or exception contained therein) as of the Closing Date as though made on and as of the Closing Date (except that those representations and warranties that address matters only as of a specified time only need be true as of such specified time), except for any failure of such representations and warranties to be true and correct that does not have a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated hereby.

(b) The Purchaser shall have performed in all material respects all the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing.

(c) At the Closing, the Purchaser shall have delivered to the Seller the Closing Cash Payment, by wire transfer of immediately available funds to the account(s) designated by the Seller.

(d) The applicable waiting period under the HSR Act (including any extension thereof) shall have expired or been terminated.

(e) CFIUS Approval shall have been obtained.

(g) At the Closing, (i) the Escrow Agreement shall have been executed by the Purchaser and the Escrow Agent and (ii) the Purchaser shall have deposited the Escrow Amount in the Escrow Account.

(h) At the Closing, the Purchaser shall have delivered to the Seller each of the following:

(i) copies of the Conveyance Agreements, duly executed by the applicable Local Purchaser Affiliates;

(ii) a copy of the Transition Services Agreement, duly executed by the Purchaser;

(iii) a certificate executed by an officer of the Purchaser, in form and substance reasonably acceptable to the Seller, dated as of the Closing Date, stating that the preconditions specified in Sections 2.02(a) and 2.02(b) have been satisfied; and

(iv) a certificate of good standing with respect to the Purchaser issued by the State of Delaware, dated as of a date not more than ten (10) days prior to the Closing Date; and

(v) a copy of the resolutions duly adopted by the Purchaser’s board of directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ACQUIRED COMPANIES

The Seller represents and warrants to the Purchaser that the statements in this Article 3 are correct and complete, except as set forth in accordance with Section 12.07 in the schedules accompanying this Agreement (the “Disclosure Schedules”):

3.01 Corporate Organization of the Company.

(a) The Company has been duly incorporated and is validly existing as a corporation, in good standing under the Laws of the State of Delaware and has the requisite power and authority to own or lease its properties and to conduct the Business.

(b) The copies of the certificate of incorporation and bylaws of the Company previously made available by the Company to the Purchaser are true and complete, and the Company is in compliance with such documents in all material respects.

(c) The Company is duly licensed or qualified and in good standing in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not reasonably be expected to have a Material Adverse Effect.

3.02 Subsidiaries.

(a) The Subsidiaries of the Company after giving effect to the Pre-Closing Restructuring (such Subsidiaries, the “AI Subsidiaries”) and their jurisdiction of incorporation or organization are set forth on Schedule 3.02. Such Subsidiaries have been duly formed or organized and are validly existing under the laws of their jurisdiction of incorporation or organization and have the power and authority to own or lease their properties and to conduct the Business.

(b) The Company has previously provided to the Purchaser true and complete copies of the organizational documents of such Subsidiaries, and the Company and each such Subsidiary are in compliance with such documents in all material respects.

(c) Each such Subsidiary is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not reasonably be expected to have a Material Adverse Effect.

(d) Other than as set forth on Schedule 3.02, after giving effect to the Pre-Closing Restructuring, the Company does not own or hold, directly or indirectly, any equity interest in any other Person.

3.03 Authorization; No Breach; Valid and Binding Agreement. The Company has all requisite power and authority to execute and deliver this Agreement and the transaction

documents contemplated hereby and, subject to the filings, consents and approvals described in Section 3.04, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all requisite organizational action, and no other organizational proceedings on the part of the Company are necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on Schedule 3.03, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not conflict with, constitute a default under, result in a breach or violation of, require any consent under, or result in the creation of any Lien (other than Permitted Liens) upon any assets of the Company under (a) the provisions of the Company’s certificate of incorporation or bylaws or (b) any contract to which the Company is party, except, in the case of clause (b), as would not have a material adverse effect on the Company or its ability to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement is a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (the “Remedies Exception”).

3.04 Governmental Consents. No material consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority is required on the part of the Company with respect to the Company’s execution or delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (a) applicable requirements of the HSR Act; (b) compliance with any applicable securities Laws; and (c) as otherwise disclosed on Schedule 3.04.

3.05 Capitalization of the Company. The issued and outstanding capital stock of the Company consists of 804.4587 shares of common stock, par value $0.0001 per share. All such issued and outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights or federal or state securities laws. Such shares comprise all of the issued and outstanding Equity Interests in the Company, and except for such shares, there are no Equity Interests in the Company reserved for issuance. The Company has not granted any outstanding awards of restricted stock, restricted stock units, stock appreciation rights or options, warrants, phantom awards, rights or other securities convertible into or exchangeable or exercisable for or relating to the Shares, or any other equity appreciation rights, profit participation rights, calls or commitments or agreements providing for the issuance of additional capital stock or for the repurchase or redemption of Shares, and, other than the Pre-Closing Restructuring Documents as contemplated by this Agreement, there are no agreements of any kind which may obligate the Company to issue, purchase, redeem or otherwise acquire any shares of capital stock or restrict the transfer of the Shares. Except for this Agreement, there is no voting trust, proxy or other agreement or understanding with respect to the voting or disposition of the Shares.

3.06 Capitalization of Subsidiaries. Schedule 3.06 sets forth the issued and outstanding Equity Interests in the AI Subsidiaries after giving effect to the Pre-Closing Restructuring (the “AI Subsidiary Equity Interests”). The AI Subsidiary Equity Interests have

been duly authorized and validly issued and are fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights. After giving effect to the Pre-Closing Restructuring, the Company or one or more of the its wholly-owned Subsidiaries will own of record and beneficially all the issued and outstanding AI Subsidiary Equity Interests, free and clear of any Liens other than (a) for any restrictions on sales of securities under applicable securities Laws and (b) Liens pursuant to the indebtedness set forth on Schedule 3.10(a)(ii) which will be released as of the Closing. There are no outstanding awards of restricted stock, restricted stock units, stock appreciation rights or options, warrants, rights or other securities exercisable or exchangeable for any Equity Interests of any AI Subsidiary, or any other equity appreciation rights, profit participation rights, calls or commitments or agreements providing for the issuance of additional equity securities, the sale of treasury equity securities, or for the repurchase or redemption of equity securities of any AI Subsidiary or any Contracts of any kind which (i) may obligate any AI Subsidiary to issue, purchase, register for sale, redeem or otherwise acquire any of its Equity Interests or (ii) that otherwise relate to the holding, voting or disposition of, or that restrict the transfer of, the issued or unissued Equity Interests of any AI Subsidiary.

3.07 Financial Statements.

(a) Attached as Schedule 3.07(a) are true and complete copies of (i) combined carve-out audited balance sheet of the Business as of December 31, 2018 and December 31, 2019 and the related combined carve-out audited statements of income, cash flows and stockholders’ equity (or parent investment) for the years then ended (the “Annual Financial Statements”), together with the auditor’s report thereon, and (ii) an unaudited combined carve-out balance sheet of the Business as of September 30, 2020 and related combined carve-out statements of income, cash flows and stockholders’ equity (or parent investment) of the Business for the nine (9)-month periods ended September 30, 2020 and September 30, 2019, which have been reviewed in accordance with Statement on Auditing Standards 100, Interim Financial Information (the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”).

(b) The Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company and its Subsidiaries (except as may be indicated in the notes thereto), (ii) are correct and complete in all material respects and present fairly and accurately the consolidated financial condition and results of operations of the Business for the periods indicated in such Financial Statements in all material respects applied consistently throughout and among such periods, (iii) were prepared in accordance with GAAP applied on a consistent basis during the periods presented, and (iv) are in compliance with the requirements of the Exchange Act and the Securities Act for inclusion in a registration statement on Form F-1 and audited or reviewed, as applicable, in accordance with the auditing standards generally accepted in the United States of America (US GAAS).

(c) The systems of internal controls over financial reporting with respect to the Business are sufficient in all material respects to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and to maintain accountability for the assets of the Business, (ii) receipts and expenditures are executed only in accordance with management’s authorization, (iii) the books and records of the Business accurately and fairly reflect in reasonable detail the transactions and dispositions of the

assets of the Business and (iv) management of the Business can prevent or timely detect the unauthorized acquisition, use or disposition of assets of the Business that could materially affect the financial statements or the Business. To the knowledge of the Company, there are no material weaknesses in the design or operation of internal controls over financial reporting with respect to the Business.

(d) After giving effect to the Pre-Closing Restructuring, the Acquired Companies do not have any Liabilities other than Liabilities (i) reflected, reserved or disclosed on the balance sheet contained in the Interim Financial Statements, (ii) that will be included in the Net Working Capital or Indebtedness of the Acquired Companies in the Pre-Closing Statement, (iii) incurred (A) in the ordinary course of business since September 30, 2020 or (B) in connection with the Pre-Closing Restructuring (but, in the case of clause (B), only to the extent contemplated by Exhibit B or otherwise approved by the Purchaser in writing), (iv) for future performance under existing Contracts (other than as a result of a breach of contract by the Company or any of its Subsidiaries) or (v) that would not be material to the Business, taken as a whole. There are no Excluded Liabilities which would have a Material Adverse Effect on the Acquired Companies.

(e) All outstanding accounts receivable shown on the balance sheet contained in the Interim Financial Statements that, as of the date hereof, remain outstanding are, and all accounts receivable to be included in the computation of Net Working Capital will be, valid and genuine and have arisen out of bona fide sales, performance of services and other business transactions in the ordinary course of business (it being understood, for the avoidance of doubt, that this Section 3.07(e) is not a guarantee of collection of all accounts receivable).

3.08 Litigation and Proceedings. Except as set forth on Schedule 3.08, there are no, and during the past three (3) years there have not been, pending Actions at law or in equity against the Company or any of its Subsidiaries that would reasonably be expected to result in material liability or materially impair the business or operations of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries is subject to any Governmental Order.

3.09 Legal Compliance.

(a) The Company and each of its Subsidiaries, and each Person acting at the direction of any of the foregoing, is, and during the past three (3) years has been, in compliance in all material respects with all Laws applicable to the conduct of the business of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority of a material violation of any applicable Law at any time during the past three (3) years.

(b) Each Acquired Company and, with respect to the Business, each of the Company’s other Subsidiaries has, and has had for the last three (3) years, all Permits required under applicable Laws or necessary in connection with the conduct of its business, except as would not be material to the Business, taken as a whole, and all such Permits are, and have for the last three years (3) been, in full force and effect. Each Acquired Company and, with respect to the Business, each of the Company’s other Subsidiaries complies, and has for the last three (3) years

complied, in all material respects with such Permits. To the knowledge of the Company, no Governmental Authority has threatened the suspension or cancellation of any such Permit.

(c) (i) For the last three (3) years, none of the Company or any of its Subsidiaries, any of their directors, officers or employees acting on behalf of the Company or any of its Subsidiaries nor, to the knowledge of the Company, any of their other representatives acting on behalf of, or with respect to, the Company or any of its Subsidiaries, have, directly or indirectly: (A) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (B) made any direct or indirect unlawful payments to any foreign governmental officials or employees or to any political parties or campaigns from corporate funds; (C) violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, as amended, or any other anti-corruption or anti-bribery Law (collectively, “Anti-Corruption Laws”); or (D) made, paid, offered, promised or given any other unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign government official or any other Person; (ii) to the knowledge of the Company, no Governmental Authority is investigating or, within the past three (3) years, has conducted, initiated, or threatened any investigation of the Company or any of its Subsidiaries or any of their officers, directors, or employees, in connection with an alleged or possible violation of any Anti-Corruption Laws; and (iii) no Acquired Company has, during the past three (3) years, (A) submitted any voluntary or involuntary disclosure to any Governmental Authority or (B) conducted, or received any written notice from any Governmental Authority or any other Person of, an investigation, audit, or inquiry in connection with an alleged or possible violation of any Anti-Corruption Laws.

(d) None of the Company or its Subsidiaries nor any of their directors, officers or employees acting on behalf of, or with respect to, the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any other Person acting on behalf of, or with respect to, the Company or any of its Subsidiaries, is or has for the last three (3) years been engaged in any agreement, arrangement, practice or conduct which amounts to a contravention of Section 1 of the Sherman Antitrust Act of 1890, as amended, Section 5 of the Federal Trade Commission Act of 1914, as amended, or any equivalent or similar legislation in any other country or jurisdiction.

(e) (i) Each of the Company and any of its Subsidiaries and their directors, officers or employees acting on behalf of the Company or any Subsidiary and, to the knowledge of the Company, all of their other representatives acting on behalf of, or with respect to, the Company or any of its Subsidiaries, are, and at all times for the last three (3) years have been, in compliance in all material respects with all applicable sanctions Laws, ex-im Laws, and U.S. anti-boycott Laws (collectively, the “Trade Controls”); (ii) none of the Company or any of its Subsidiaries nor any of their directors, officers or employees acting on behalf of, or with respect to, the Company or any of its Subsidiaries nor, to the knowledge of the Company, any of their other respective Representatives acting on behalf of, or with respect to, the Company or any of its Subsidiaries, is or for the last three (3) years has been: (A) a sanctioned Person; (B) organized, resident or located in a country that is the target of comprehensive territorial sanctions; or (C) otherwise in violation of applicable Trade Controls; (iii) to the knowledge of the Company, no Governmental Authority is investigating or has, during the last three (3) years, conducted, initiated, or threatened any investigation of the Company or any of its Subsidiaries or any of their officers, directors, or employees, in connection with an alleged or possible violation of any Trade Controls;

and (iv) neither the Company nor any of its Subsidiaries has, during the last three (3) years, (A) submitted any voluntary or involuntary disclosure to any Governmental Authority or (B) conducted, or received any written notice from any Governmental Authority or any other Person of, an investigation, audit, or inquiry in connection with an alleged or possible violation of any Trade Controls.

3.10 Contracts; No Defaults.

(a) Schedule 3.10(a) contains a listing of all Contracts described in clauses (i) through (xii) below to which any Acquired Company is a party (other than Contracts relating to insurance policies set forth on Schedule 3.15) related to the Business. True and complete copies of the written Contracts required to be listed on Schedule 3.10(a) have been delivered to or made available to the Purchaser or its agents or representatives.

(i) Each Contract or group of related Contracts (provided that the Seller shall not be required to list any purchase orders or statements of work entered into in the ordinary course of business and which are reasonably anticipated to involve annual payments or consideration less than $500,000 individually) (A) that the Company reasonably anticipates will involve annual payments or consideration furnished by or to the Acquired Companies of more than $500,000 per annum or under which the undelivered balance of such products and services exceeds $500,000 or (B) with a Top Customer;

(ii) Each note, debenture, other evidence of indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract for money borrowed by the Acquired Companies or under which any Acquired Company has loaned or invested money;

(iii) Each Contract for the acquisition of any Equity Interests of any Person or the disposition of any assets of the Acquired Companies, in each case other than such assets that are acquired or sold in the ordinary course of business, other than Contracts in which the applicable acquisition or disposition has been consummated and there are no (A) material obligations of the Acquired Companies ongoing or (B) material monetary or payment obligations of the Acquired Companies may reasonably become due;

(iv) Each joint venture Contract, joint development Contract, partnership agreement or limited liability company agreement or similar Contract with a third party (in each case, other than with respect to wholly owned Subsidiaries of the Company after giving effect to the Pre-Closing Restructuring);

(v) Each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $500,000;

(vi) Each Contract containing covenants or provisions expressly limiting the ability of the Acquired Companies to compete with any Person in any capacity, to operate at any location or to engage in any business activity;

(vii) Each material Intellectual Property Agreement, including any license, covenant not to sue or other grant of rights to use Intellectual Property from a third

party or to a third party, in each case, other than licenses for commercially available click-wrap, shrink-wrap and off-the-shelf Software that is not customized in any material respect and licensed under standard terms and nonexclusive licenses granted to customers in connection with the sale of products or services of the Business in the ordinary course of business;

(viii) Each Contract containing a “most-favored-nation” provision;

(ix) Each material Contract with a Governmental Authority;

(x) Each Contract (A) governing the employment or engagement of any Acquired Company Employee or Service Provider of the Business, in each case, which provides for base compensation that exceeds $150,000 in any calendar year or (B) relating to any loan with a principal amount greater than $50,000 to any Acquired Company Employee, Service Provider of the Business, or other Affiliates of the Acquired Companies;

(xi) Each Contract that is a collective bargaining agreement; and

(xii) Each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or any other Person pursuant to which the Acquired Companies will have any economic or material non-economic obligations after the date of this Agreement.

(b) Schedule 3.10(b) contains a listing of all Contracts described in clauses (i) through (a)(xii) of Section 3.10(a) related to the Business to which an Affiliate of the Acquired Companies are a party and the Acquired Companies are not a party (other than Contracts relating to insurance policies set forth on Schedule 3.15) as of the date hereof. True and complete copies of the written Contracts required to be listed on Schedule 3.10(b) have been delivered to or made available to the Purchaser or its agents or representatives.

(c) All of the Contracts required to be listed pursuant to Section 3.10 are (i) in full force and effect, subject to the Remedies Exception, and (ii) represent the valid and binding obligations of the Acquired Company or its Affiliate party thereto and, to the knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Except as specifically set forth on Schedule 3.10, the Acquired Companies or their applicable Affiliates have in all material respects performed all of their respective obligations required to be performed by them under the Contracts required to be listed pursuant to Section 3.10(a). (x) None of the Acquired Companies, their applicable Affiliates or, to the knowledge of the Company, any other party thereto is in material breach of or material default under any such Contract (including as to any claims under prior acquisitions), (y) none of the Acquired Companies or their applicable Affiliates has received any written claim or notice of material breach of or material default under any such Contract (including as to any claims under prior acquisitions) and (z) no event has occurred which individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquired Companies or their applicable Affiliates.

3.11 Company Benefit Plans.

(a) Schedule 3.11(a) sets forth a list of each material Company Transferred Plan. With respect to each material U.S. Company Transferred Plan, the Company has furnished or made available to the Purchaser true and complete copies of, to the extent applicable, (i) the current Company Transferred Plan documents (including any summary plan descriptions); (ii) any related trust agreements, material insurance contracts, insurance policies or any funding document related to Company Transferred Plans (including the latest account statement reflecting Company Transferred Plan assets); (iii) the latest Form 5500 annual report for each U.S. Company Transferred Plan, including all schedules thereto; and (iv) any notices to or from the Internal Revenue Service or any office or representative of the United States Department of Labor or any similar Governmental Authority relating to any compliance issues in respect of any such U.S. Company Transferred Plan within the past three (3) years.

(b) Each Company Transferred Plan and, solely with respect to Acquired Company Employees, each Seller Retained Plan: (i) intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service or is the subject of a favorable opinion letter from the Internal Revenue Service on the form of such Plan and (ii) complies in form and in operation in all material respects with its terms and in all material respects with the requirements of the Code, ERISA and any other applicable Law. With respect to the Company Transferred Plan and, solely with respect to Acquired Company Employees, the Seller Retained Plans, all material required contributions have been timely, and accurately made on or before their due dates under applicable Law.

(c) None of the Company or its Subsidiaries has maintained, sponsored participated in, or contributed to, or has any liability (including on account of another trade or business in the past six (6) years, whether or not incorporated, that would be treated as a single employer with the Company pursuant to Section 414 of the Code (an “ERISA Affiliate”)) with respect to Title IV of ERISA, and no Company Transferred Plan and, solely with respect to Acquired Company Employees, no Seller Retained Plan is or has ever been subject to or incurred any liability under Title IV of ERISA.

(d) Each Company Transferred Plan and, solely with respect to Acquired Company Employees, each Seller Retained Plan is and has been: (i) maintained, funded, operated and administered in all material respects in accordance with its terms and with all applicable Law, including the applicable provisions of ERISA, the Code and any applicable regulatory guidance issued by any Governmental Authority and (ii) funded in all material respects in compliance with the minimum applicable regulatory funding objectives. With respect to each Company Transferred Plan, there are no legal proceedings pending, or to the knowledge of the Company, threatened on behalf of or against any such plan, the assets of any plan trust, or the plan sponsor or plan administrator with respect to the administration or operation of such plans, other than routine claims for benefits. No Acquired Company has any liability to provide health or welfare benefits with respect to Service Providers who are not employees under the Company Transferred Plan (and, solely with respect to Service Providers of the Business, under any Seller Retained Plan) or otherwise.

(e) Except with respect to any obligations arising under Part 6 of Subtitle B of Title I of ERISA, Section 4980 of the Code or similar Law, none of the Acquired Companies

sponsors, maintains or contributes to any Plan that provides for post-termination or post-retirement health, medical or life insurance benefits for the benefit of any current or former Acquired Company Employee, Service Provider of the Business, or their respective dependents or beneficiaries, except as may be required by applicable Law or at the sole premium expense of the Acquired Company Employee, Service Provider of the Business, or his or her dependents or beneficiaries.

(f) Except as set forth on Schedule 3.11(f), there is no payment or benefit, or acceleration thereof, that would reasonably be expected to be made to a current or former Acquired Company Employee, Service Providers of the Business or any ERISA Affiliate that could: (i) be characterized as a parachute payment within the meaning of Section 280G of the Code or Section 4999 of the Code and (ii) not be deductible by the Company or its Subsidiaries by reason of Section 280G of the Code. The Acquired Companies have no obligation to gross-up or indemnify any individual with respect to any Tax under Section 4999 of the Code (or any corresponding provisions under foreign Tax Law), or any interest or penalty related thereto. Each Company Transferred Plan and, solely with respect to Acquired Company Employees and Services Providers of the Business, each Seller Retained Plan, is and has been maintained, in form and operation, in material compliance with Section 409A of the Code, and the Acquired Companies have no obligation to gross-up or indemnify any individual with respect to any Tax under Section 409A of the Code, or any interest of penalty related thereto.

3.12 Labor Relations.

(a) The Company has provided Purchaser a list, correct and complete as of the date of such list, setting forth each Acquired Company Employee’s: (i) name (or anonymized to the extent required by applicable data privacy or other Law); (ii) employing entity; (iii) city and country of employment; (iv) hire date and service date, if different; (v) position; (vi) manager’s name/management chain; (vii) annual remuneration; (viii) bonus opportunity or commissions; and (ix) leave status.

(b) The Acquired Companies, and, with respect to the Business, the Company’s other Subsidiaries are, and have been during the past three (3) years, in compliance in all material respects with all applicable Laws with respect to employment and service (including, but not limited to, applicable Laws regarding wage and hour requirements, worker classification (including the proper classification of workers as independent contractors and the proper classification of employees as exempt or non-exempt), immigration status, workplace conduct and discrimination, employee health and safety, and collective bargaining) (collectively, “Employment Laws”). There are no Actions pending or, to the knowledge of the Company, threatened by any current or former Acquired Company Employee, Service Provider of the Business or Governmental Authority with respect to Employment Laws. Except as would not result in a material Liability to the Acquired Companies taken as a whole, for the past three (3) years, no Acquired Company has misclassified any Service Provider of the Business as an independent contractor, temporary employee, leased employee, crowdsource worker or other non-employee service provider. Any individual providing services to or for the Acquired Companies who is classified as an independent contractor by any Acquired Company is properly classified as an independent contractor, and in the past three (3) years, the relevant Acquired Company has fully

and accurately reported each of its independent contractor’s compensation on IRS Forms 1099 (or otherwise in accordance with applicable Law) when required to do so.

(c) Except as would not result in a material Liability to any Acquired Company, none of the Acquired Companies is liable for any: (i) arrears of wages or any penalty for failure to pay wages earned by current or former Acquired Company Employee or Service Provider of the Business in the past three (3) years; or payment due in the past three (3) years to any trust or other fund or to any Governmental Authority with respect to unemployment compensation benefits, social security or other employee benefits (other than routine payments to be made in the ordinary course of business).

(d) Except as set forth on Schedule 3.12(d), (i) none of the Acquired Companies is a party to, or bound by, any collective bargaining agreement, collective bargaining relationship or other Contract with any Employee Representative Body and (ii) the consent of or consultation with any Employee Representative Body is not required for the Company to enter into this Agreement or to consummate the transactions contemplated by this Agreement. There are no union organizing activities pending or, to the knowledge of the Company, threatened against any Acquired Company, with respect to the Business, any of the Company’s other Subsidiaries, or involving any Acquired Company Employees or Service Providers of the Business, and there have been no such activities during the last three (3) years. There are no strikes, slowdowns, work stoppages or other labor disputes or, to the knowledge of the Company, organizational efforts by or on behalf of any Employee Representative Body against any Acquired Company, with respect to the Business, any of the Company’s other Subsidiaries, or involving any Acquired Company Employees or Service Providers of the Business, currently, or to the knowledge of the Company, pending or threatened, nor have there been any such disputes during the last three (3) years. There are no material grievances, allegations of misclassification or unfair labor practice complaints involving any current or former Acquired Company Employees or Service Providers of the Business pending against any Acquired Company or, with respect to the Business, against any of the Company’s other Subsidiaries before the National Labor Relations Board or any other Governmental Authority.

(e) The Acquired Companies and, with respect to the Business, the Company’s other Subsidiaries are and for the past three (3) years have been in compliance with the Worker Adjustment and Retraining Notification Act of 1988 and all similar applicable state or local Laws (collectively, the “WARN Act”). In the ninety (90) day period prior to the date hereof, neither the Company nor any of its Subsidiaries has effectuated a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of its business, there has not occurred a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Company or the Business, and none of the Company or any of its Subsidiaries has engaged in any employee layoffs or employment terminations sufficient in number to trigger notice obligations under the WARN Act.

(f) In the last three (3) years, (i) no formal allegations of discrimination or sexual harassment have been made against any Acquired Company Employee or, to the knowledge of the Company, any Service Provider of the Business, and (ii) the Acquired Companies have not entered into any settlement agreements related to allegations of sexual harassment or misconduct by any Acquired Company Employee or Service Provider of the Business.

3.13 Taxes. Except as provided in Schedule 3.13:

(a) Each of the Acquired Companies has (i) timely filed (or caused to be timely filed) all Income Tax Returns and all material non-Income Tax Returns required to be filed by it (and such Tax Returns were true, correct and complete and were prepared in substantial compliance with applicable Tax Laws) and (ii) paid (or caused to be paid) all Income Taxes and all material non-Income Taxes which are due and payable by it (regardless of whether or not shown on any Tax Return) within the time required by applicable Laws. Each of the Acquired Companies has made timely installments of Taxes required to be made by it.

(b) The unpaid Taxes of the Acquired Companies (i) did not, as of the Interim Financial Statements, materially exceed the provision for Tax liability (other than any provision for deferred Taxes established to reflect timing differences between book and Tax income) set forth in the Interim Financial Statements and (ii) without taking into account any Pre-Closing Restructuring Taxes, do not materially exceed that provision as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Acquired Companies in filing their Tax Returns.

(c) There are no proceedings, investigations, audits pending or proposed reassessments of Tax, in each case in writing, or, to the knowledge of the Company, threatened against any of the Acquired Companies in respect of any Income Tax or other material Taxes, in each case, claimed or raised by any taxing authority. There are no matters under discussion, audit or appeal with any taxing authority relating to such Taxes. In the last three (3) years, none of the Acquired Companies has received from any federal, state, local, or non-U.S. taxing authority (including in jurisdictions where the Acquired Companies have not filed Tax Returns) any written (i) notice indicating an intent to open an Income Tax or other material Tax audit or other review, (ii) request for Income Tax or other material Tax information, or (iii) notice of deficiency or proposed adjustment for any amount of Income Tax or other material Tax proposed, asserted, or assessed by any taxing authority against the Acquired Companies.

(d) Other than Permitted Liens, there are no Liens for material Taxes that have been imposed on any property or assets of the Acquired Companies.

(e) All material Taxes required by any applicable Law to have been withheld from any payments made by any of the Acquired Companies have been timely and properly withheld and paid over to the appropriate taxing authorities in accordance with applicable Law (other than any such Taxes that are not yet due and payable or that are being contested in good faith and for which adequate provision has been made in accordance with GAAP).

(f) No Acquired Company has consented to extend the time in which any amount of Tax may be assessed or collected by any taxing authority, other than any such extensions that are no longer in effect or that were obtained in the ordinary course of business as the result of extending the due date of a Tax Return.

(g) In the last three (3) years, no written claim been made by any taxing authority in any jurisdiction in which an Acquired Company does not file Tax Returns, that such

Acquired Company, is or may be subject to taxation by that jurisdiction or is required to file a Tax Return in such jurisdiction.

(h) None of the Acquired Companies has had a permanent establishment (within the meaning of an applicable Tax treaty), or otherwise become subject to taxation in any country other than the country of its formation.

(i) In the last three (3) years, none of the Acquired Companies has participated or engaged in any “listed transactions” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any corresponding provision of applicable state, local or non-U.S. Tax Law).

(j) No Acquired Company is a party to or bound by any Tax allocation, Tax sharing or Tax indemnification agreement that remains in effect, other than any such agreement (i) entered into in the ordinary course of business, the primary of purpose of which does not relate to Taxes or (ii) between or among the Company and its Subsidiaries.

(k) In the last two (2) years, No Acquired Company was a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 or 361 of the Code or in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with this Agreement.

(l) All Tax deficiencies that have been claimed, proposed, or asserted in writing by any taxing authority against any of the Acquired Companies have been fully paid or finally settled (other than such Tax deficiencies that are being contested in good faith and for which adequate provision has been made in accordance with GAAP).

(m) No Acquired Company (i) has been a member of an affiliated group filing a consolidated U.S. federal Income Tax Return (other than a group of which the Company or any Acquired Company was the common parent), (ii) has liability for Taxes of another Person (other than a Subsidiary of the Company) under Treasury Regulation Section 1.1502-6 (or any comparable provision of U.S. federal, state or local Tax Law), (iii) has any material liability for Taxes of another Person (other than another Acquired Company) by reason of having been a member of a consolidated, combined or unitary group under any non-U.S. Tax Law, or (iv) has any material liability for Taxes of another person as a transferee or successor, by operation of Law or by Contract (other than any Contract entered into in the ordinary course of business, the primary of purpose of which does not relate to Taxes).

(n) None of the Acquired Companies has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the period described in Section 897(c)(1)(A)(ii) of the Code.

(o) In the last five (5) years, no Acquired Company has entered into a gain recognition agreement pursuant to Treasury Regulation Section 1.367(a)-8. No Acquired Company has transferred any material intangible asset the transfer of which would be subject to the rules of Section 367(d) of the Code. There is no current plan or intention by any Oldco to

distribute, directly or indirectly, to any U.S. Person, any of the consideration received by it in Steps 1 or 3-6 of the Pre-Closing Restructuring, as described in Exhibit B hereto.

(p) All material transactions engaged in by each of the Acquired Companies (including the transactions comprising the Pre-Closing Restructuring) were carried out at arm’s length terms to the extent required under applicable Tax Laws and each of the Acquired Companies (i) has complied with the provisions of Section 482 of the Code and the Treasury Regulations promulgated thereunder (and any corresponding provision of state, local or non-U.S. Tax Law, as applicable) and (ii) is not subject to any material redistribution, reapportionment, reallocation, recharacterization, or adjustment pursuant to Section 482 of the Code or any corresponding provision of state, local or non-U.S. Tax Law.

(q) No Acquired Company will be required to include any material item of income in, or exclude any material deduction from, Taxable income for any Taxable period (or portion thereof) beginning on or after the Closing Date as a result of any: (i) change in method of accounting made, or the use of an improper method of accounting, prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding provision of state, local or non-U.S. income Tax law), private letter agreement or similar binding agreement with any taxing authority entered into by any Acquired Company prior to the Closing; (iii) intercompany transactions as described in Treasury Regulation Section 1.1502-13 (or any corresponding provision of state, local or non-U.S. income Tax law) occurring prior to the Closing; (iv) prepaid amount received on or prior to the Closing Date outside of the ordinary course of business; or (v) installment sale or open transaction disposition made prior to the Closing outside of the ordinary course of business. None of the Acquired Companies have agreed in writing to make any adjustment under Section 481(a) of the Code (or any corresponding provision of state, local or non-U.S. Law) by reason of a change in accounting method. None of the Acquired Companies use the cash method of accounting for income Tax purposes.

(r) Each Acquired Company has collected all material sales, value-added, use or similar Taxes, required to be collected by it under applicable Tax Laws and has remitted such Taxes to the appropriate taxing authority on a timely basis.

(s) Each Acquired Company is treated as a corporation for U.S. federal income tax purposes.

(t) The Shares do not derive their value, or the greater part of their value, from land, buildings, minerals, rights, interests or other assets relating to mining or minerals or the search for minerals or exploration or exploitation rights in Ireland.

(u) None of the Acquired Companies has applied for or accepted (i) any loan pursuant to the Paycheck Protection Program in Section 1102 and Section 1106 of the CARES Act, respectively, (ii) any funds pursuant to the Economic Injury Disaster Loan program or an advance on an Economic Injury Disaster Loan pursuant to Section 1110 of the CARES Act or (iii) any material loan or funds pursuant to any similar programs in any foreign jurisdictions. Schedule 3.12(f) is an accurate and complete listing of any material Tax deferrals or material Tax credits (other than deferral of “applicable employment taxes” under Section 2302 of the CARES

Act) any Acquired Company has taken pursuant to the CARES Act or any other corresponding or similar provision of other applicable Law with respect to Taxes.

(v) The representations and warranties contained in Sections 3.13(a)(i) and (ii), 3.13(b)(i), 3.13(c), 3.13(g) and 3.13(l) are also made with respect to the Oldcos; provided that for this purpose each such representation or warranty is qualified in its entirety by materiality.

Nothing in this Agreement shall be construed as providing a representation or warranty with respect to the existence, amount, expiration date or limitations on (or availability of) any net operating loss, capital loss, Tax credit or other Tax Attribute of the Acquired Companies.

3.14 Brokers’ Fees. Except for Morgan Stanley & Co. LLC, no broker, finder, investment banker or other Person is entitled to any matured or unmatured brokerage fee, finders’ fee or other similar commission, for which the Purchaser or the Acquired Companies would be liable in connection with the transactions contemplated by this Agreement or any prior acquisitions by the Acquired Companies, in each case based upon arrangements made by the Acquired Companies or any of their Affiliates.

3.15 Insurance. Schedule 3.15 lists all material policies of property, fire and casualty, product liability, workers’ compensation, and other forms of insurance held by, or for the benefit of, the Business (other than a Plan). True and complete copies of such insurance policies have been made available to the Purchaser. All such insurance policies are legal, valid, binding and in full force and effect, and none of the Seller nor any of its Subsidiaries has received any written notice from any insurer under any such insurance policies regarding the cancellation or amendment of any such policy, and no default exists under such insurance policies. All premiums due under such policies have been paid when due, and the insurance coverage provided by any such policies will not terminate or lapse by reason of this Agreement or any other agreements contemplated hereby or any of the transactions contemplated hereby or thereby.

3.16 Real Property.

(a) The Acquired Companies do not own, and have never owned, any real property.

(b) Schedule 3.16(b) includes a true and complete list of (i) all real property leases under which the Seller or any of its Subsidiaries leases any real property with respect to the Business from another person and a description of the real property leased thereunder (the “Leased Real Property”) and (ii) any agreement under which any Acquired Company leases any real property to another Person. The Seller or one its Subsidiaries has, and, following the Pre-Closing Restructuring, an Acquired Company will have, either a valid and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, or a right of use under the Transition Services Agreement with respect to all Leased Real Property, subject to the Remedies Exception and any Permitted Liens. The Leased Real Property is in good operating condition and repair and during the past three (3) years has been reasonably maintained consistent with generally accepted standards for such real property (giving due account to the age and length of use of the same, ordinary wear and tear excepted), and is adequate and suitable for its current use.

3.17 Intellectual Property.

(a) Schedule 3.17(a) sets forth a true and complete list of all Registered Business Intellectual Property, setting forth for each item, as applicable, (i) the record owner, and, if different, the legal owner and beneficial owner of such item; (ii) the jurisdiction in which such item is issued, registered or pending; (iii) the issuance, registration, filing or application date and serial or identification number of such item; and (iv) for domain names, the registrant, the registrar, and the expiration date. The Business Intellectual Property (A) has not been nor been instructed by the Company or any of its Subsidiaries to be abandoned or canceled; and (B) has been maintained effective by all requisite filings and renewals.

(b) The Company or one of its Subsidiaries and, at the Closing after giving effect to the Pre-Closing Restructuring, an Acquired Company is the exclusive owner of each item of Business Intellectual Property, free and clear of all Liens except Permitted Liens. The Business Intellectual Property is subsisting and, to the knowledge of the Company, valid and enforceable. The Company and its Subsidiaries own and have the right to use and, at the Closing, after giving effect to the Pre-Closing Restructuring and taking into account the services to be provided under the Transition Services Agreement, the Acquired Companies will own or have the right to use any and all Intellectual Property necessary for the operation of the Business as currently conducted.

(c) No Actions have been brought in the last three (3) years or are pending or, to the knowledge of the Company, threatened against the Acquired Companies or, with respect to the Business, any of the Company’s other Subsidiaries alleging infringement, misappropriation or other violation of the Intellectual Property of any other Person, or asserting any invalidity, misuse or unenforceability of any Business Intellectual Property, or challenging the ownership, the right to use, sell, distribute, license, sublicense, or the validity, scope or enforceability of, any Business Intellectual Property. The conduct of the Business does not and, during the past three (3) years, has not infringed, misappropriated or otherwise violated the Intellectual Property of any other Person, and during the past three (3) years, neither the Company nor any of its Subsidiaries has received any written notice alleging that the conduct of the Business infringes, misappropriates, or otherwise violates the Intellectual Property of any other Person (including any notice inviting the Company or any of its Subsidiaries to take a license under any patent of any other Person that is alleged or purported to be used in the conduct of the Business or to consider the applicability of any Intellectual Property of any other Person to the conduct of the Business). To the knowledge of the Company, the Business Intellectual Property is not currently being infringed, misappropriated or otherwise violated by any Person.

(d) Ownership of all material Intellectual Property created, developed, enhanced, improved or modified by former and current employees, consultants, advisors, agents and independent contractors employed or engaged by the Business on behalf of, and in the scope of their respective employment or engagement with, the Company or one if its Subsidiaries has vested in the Company or one of its Subsidiaries by operation of applicable Law or has been assigned to the Company or one of its Subsidiaries. To the knowledge of the Company, at no time during and in the course of the conception of or reduction to practice of any Intellectual Property in connection with the Business was any developer, inventor or other contributor to such Intellectual Property operating under any grants from any Governmental Authority, educational institution or private third party source; performing research sponsored by any Governmental

Authority, educational institution or private third party source; utilizing the facilities of any Governmental Authority or educational institution; or subject to any employment agreement or invention assignment agreement or similar obligation with any Person other than the Company or one of its Subsidiaries with respect to such conception or reduction to practice activities such that any such Governmental Authority, educational institution or private third party source has any ownership interest or rights to any such Intellectual Property.

(e) Each of the Company and any of its Subsidiaries has taken reasonable measures to protect and maintain the confidentiality and value of all confidential information, trade secrets, know-how and other Intellectual Property included in the Business Intellectual Property, including the source code for any Business Software. No confidential information, trade secrets or other confidential Business Intellectual Property have been disclosed by the Company or any of its Subsidiaries or discovered by any Person except to Persons under a legal or fiduciary duty of confidentiality or pursuant to appropriate, valid and binding non-disclosure and/or license agreements that obligate such Person to keep such confidential information, trade secrets or other confidential Business Intellectual Property confidential both during and after the term of such agreement.

(f) Schedule 3.17(f) sets forth a list of all proprietary Business Software that is owned by (as opposed to licensed by) the Company or any of its Subsidiaries.

(g) Except as set forth on Schedule 3.17(g), no Public Software is, forms part of, has been used in connection with the development of, is incorporated into, in whole or in part, any proprietary Business Software, in each case in a manner or relation that imposes an obligation to disclose any proprietary source code of any such Business Software, distribute such Business Software at no charge, or grant any Person a license to any Intellectual Property of the Business.

(h) No source code of Business Software intended to be owned by an Acquired Company according to the Pre-Closing Restructuring has been delivered or licensed to any other Person (other than employees and third-party contractors providing software development or quality assurance services), or is subject to any source code escrow or assignment obligation.

(i) The Business Systems: (i) are adequate for the conduct of the Business as currently conducted; (ii) have not in the past three (3) years malfunctioned or failed in any material respect other than malfunctions and failures that have been remediated in all material respects without material disruption to the Business; and (iii) to the knowledge of the Company, do not contain any Malicious Code in any material respect. The Company and its Subsidiaries have taken commercially reasonable technical, physical and organizational steps to protect the confidentiality, integrity and security of the Business Systems (and all information and transactions stored or contained therein or transmitted thereby) from Malicious Code and from unauthorized use, access, interruption, modification or corruption in all material respects. The Company and its Subsidiaries have commercially reasonable data backup, data storage, material system redundancy and disaster recovery plans, as well as a commercially reasonable business continuity plan. To the knowledge of the Company, during the past three (3) years, there have been no material and unauthorized intrusions or breaches of security with respect to the Business Systems, or any Actions initiated or threatened against the Company or any of its Subsidiaries with regard to the use or maintenance of the Business Systems.

3.18 Data Privacy.

(a) The Company and its Subsidiaries (with respect to the Business) have complied at all times in all respects with all applicable rules, policies and guidelines (whether internal or external facing, and including website privacy policies) of the Company and such Subsidiaries governing the use of Personal Information and Sensitive Personal Information, and applicable to the Business (collectively, the “Privacy Policies”). All Personal Information and Sensitive Personal Information collected and processed by the Company and its Subsidiaries in connection with the Business in the past three (3) years has been collected and processed in a manner consistent with and in accordance with the applicable Privacy Policies and in accordance with all applicable Laws. In the last three (3) years the Company and its Subsidiaries (with respect to the Business) have made all data privacy-related disclosures to employees, users, and other Persons required by all applicable Laws, and none of such disclosures have been in violation of any such applicable Laws.

(b) The operation of the Business and the Business Systems by or on behalf of the Company and its Subsidiaries, the content thereof, and the use, collection, storage and dissemination of Personal Information and Sensitive Personal Information in connection therewith or otherwise in connection with the Business, have not in the past three (3) years violated, and do not violate, any applicable Laws or any Person’s right of privacy or publicity. There is no Action pending, asserted or, to the knowledge of the Company, threatened against any Acquired Company or, with respect to the Business, any of the Company’s other Subsidiaries alleging a violation of any Privacy Policy, or a Person’s privacy, personal or confidentiality rights under any applicable Laws, rules, policies or procedures, including with regard to the collection or processing of Personal Information and Sensitive Personal Information and, to the knowledge of the Company, no valid basis exists for any such Action.

(c) Each Acquired Company and, with respect to the Business, any of the Company’s other Subsidiaries has in the past three (3) years: (i) complied with all applicable Laws with respect to the collection, transfer, use, storage, dissemination, maintenance and processing of Personal Information and Sensitive Personal Information and any terms of use or other published policies of Persons in cases where data is obtained from such Persons; (ii) complied with applicable provisions of agreements to which the Company or one of its Subsidiaries is a party dealing with Personal Information and Sensitive Personal Information; (iii) directly collected or lawfully received all Personal Information and Sensitive Personal Information from a Person who had the right to provide such data to the Company or one of its Subsidiaries; and (iv) maintained any records with respect to the collection and processing of data (including Personal Information and Sensitive Personal Information) in accordance with applicable Law.

(d) With respect to all data (including Personal Information and Sensitive Personal Information) gathered or accessed in the course of the operation of the Business, each Acquired Company and, with respect to the Business, each of the Company’s other Subsidiaries has at all times taken all reasonable measures (including implementing and monitoring compliance with reasonable measures with respect to administrative, physical and technical security) to protect such data against unauthorized access, use, modification or disclosure, accidental or unlawful loss or destruction, or other misuse, and to the knowledge of the Company in the past three (3) years there has been no unauthorized access or other misuse of such data.

(e) The negotiation, execution and consummation of this Agreement and the transactions contemplated herein, and any disclosure and/or transfer of information by the Company or any of its Subsidiaries in connection therewith has not breached or otherwise caused any violation of any rules, policies or procedures or any applicable Laws relating to privacy, data protection or the collection or use of Personal Information, Sensitive Personal Information or other data.

3.19 Environmental Matters. The Acquired Companies and, with respect to the Business, each of the Company’s other Subsidiaries are, and have during the past three (3) years been, in compliance with all Environmental Laws in all material respects. The Acquired Companies and, with respect to the Business, each of the Company’s other Subsidiaries hold and are, and have during the past three (3) years been, in compliance with all Permits required under applicable Environmental Laws to permit the Acquired Companies and, with respect to the Business, each of the Company’s other Subsidiaries to occupy their real property and operate their assets in a manner in which they are now operated and maintained and to conduct the Business, except where the absence of or failure to comply with any such permit would not reasonably be expected to result in material liability to the Business. Following the consummation of the Pre-Closing Restructuring, the Acquired Companies will hold all such material Permits. There are no written claims or notices of violation pending against the Acquired Companies or, with respect to the Business, the Company’s other Subsidiaries, and none of Acquired Companies or, with respect to the Business, the Company’s other Subsidiaries has received any other notices alleging material violations of or material Liability under any Environmental Law. To the knowledge of the Company, none of the Acquired Companies or, with respect to the Business, the Company’s other Subsidiaries has released any Hazardous Material at or on any of the Leased Real Property, so as to give rise to any material liabilities of the Business pursuant to any Environmental Law.

3.20 Absence of Changes.

(a) Since January 1, 2020, there has not been any Material Adverse Effect.

(b) Except as set forth on Schedule 3.20 and except in connection with the Pre-Closing Restructuring, since January 1, 2020, Company and its Subsidiaries have conducted the Business in the ordinary course of business and have used commercially reasonable efforts to (i) maintain and preserve intact their respective lines of business and goodwill associated therewith and (ii) maintain their respective rights and franchises and preserve satisfactory relationships with Governmental Authorities, employees and material customers, suppliers, distributors, contractors, creditors, licensors and licensees.

(c) Without limiting the generality of Section 3.20(a), and except as set forth on Schedule 3.20 or as expressly contemplated by this Agreement (including the Pre-Closing Restructuring) or required by applicable Law, since June 1, 2020, none of the Acquired Companies nor, with respect to the Business or any Acquired Company, any of the Company’s other Subsidiaries has:

(i) borrowed any indebtedness under existing credit lines, except in the ordinary course of business;

(ii) mortgaged, pledged or subjected to any material Lien, any material portion of its assets, except Permitted Liens;

(iii) sold, assigned or transferred any material portion of its tangible assets, other than sales of inventory in the ordinary course of business;

(iv) sold, assigned, transferred or licensed any material Business Intellectual Property other than in the ordinary course of business;

(v) allowed to lapse or abandoned any material Registered Business Intellectual Property;

(vi) issued any Equity Interests;

(vii) (A) sold or transferred any of its Equity Interests in any of the Acquired Companies or (B) amended any organizational documents of an Acquired Company;

(viii) (A) failed to make capital investments in the ordinary course of business or (B) entered into capital investment commitments, which are reasonably expected to become payable after the Closing, in excess of $500,000;

(ix) declared, set aside or paid any dividend or made any distribution with respect to its equity securities (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its equity securities;

(x) made any material loan to, or entered into any other material transaction with, any of its directors or executive officers outside the ordinary course of business; or

(xi) entered into any employment contract providing for a base salary in excess of $150,000 per year;

(xii) commenced or settled, compromised, failed to exercise, waived or released any Action involving an amount in excess of $500,000 for any one Action or $1,000,000 in the aggregate;

(xiii) granted any discounts or credits to customers in excess of $2,500,000;

(xiv) (A) amended the terms of, or waived any material rights under, or terminated any Contract required to be listed on Schedule 3.10(a) or Schedule 3.10(b) or any Contract that, if in effect on the date hereof, would have been required to be listed on such schedules or (B) except for Contracts listed on Schedule 3.10(a) or Schedule 3.10(b), entered into any Contract that would be required to be listed on such schedules, in the case of each of the foregoing clauses (A) and (B), other than in the ordinary course of business;

(xv) terminated, materially modified or failed to renew any material Permit;

(xvi) canceled, reduced or failed to renew any insurance coverage;

(xvii) made any material change in any accounting practices or principles (except as required by applicable Law);

(xviii) made, changed, or revoked any material Tax election, changed any annual Tax accounting period, adopted, elected, or changed a method of Tax accounting, amended any Income Tax Return, filed any claim for Tax refunds, entered or terminated any Contract in respect of Taxes with any taxing authority, settled any income or other material Tax claim, audit, assessment, or requested any written ruling relating to Taxes; or

(xix) entered into a binding commitment to do any of the foregoing.

3.21 Affiliate Matters. Except as set forth on Schedule 3.21 and except for employment-related arrangements entered into in the ordinary course of business, no executive officer, director or Affiliate of the Acquired Companies or, to the knowledge of the Company, any individual in such executive officer’s or director’s immediate family is a party to any material agreement, contract, commitment or transaction with the Acquired Companies or has any material interest in any material property owned by the Acquired Companies.

3.22 Assets.

(a) Except as set forth on Schedule 3.22(a), the assets, rights, personnel, equipment and properties owned, leased, employed or licensed by the Acquired Companies, after giving effect to the Pre-Closing Restructuring and taking into account the services provided under the Transition Services Agreement, constitute all of the tangible or intangible assets, rights, personnel and properties necessary to operate the Business in all material respects as currently conducted and as conducted during the one year period ended prior to the date hereof.

(b) After giving effect to the Pre-Closing Restructuring, an Acquired Company owns good title to all of the material personal property shown to belong to the Business on the balance sheet included in the Interim Financial Statements (except for such personal property sold or disposed of subsequent to the date of such balance sheet in the ordinary course of business), free and clear of all Liens other than Permitted Liens.

3.23 Top Customers. Schedule 3.23 sets forth the six (6) largest customers of the Business (measured by revenues) for each of the calendar years 2018 and 2019 and the nine (9)-month period ended on September 30, 2020 (the “Top Customers”). Except as set forth on Schedule 3.23, since January 1, 2019, neither the Company nor any of its Subsidiaries has, as of the date hereof, received from any Top Customer a written notice stating that such customer intends to terminate or change materially, in a manner adverse to the Business, its relationship with the Business (excluding any routine written communications from such a customer seeking or stating its intent to seek a reduction in the price it pays for the products it acquires from the Business).

3.24 No Additional Representation or Warranties. Except as provided in this Article 3 or Article 5, none of the Seller, the Acquired Companies nor any of their respective Affiliates, nor any of their respective directors, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Purchaser or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Purchaser or its Affiliates.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Seller and the Company that:

4.01 Organization and Power. The Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full organizational power and authority to enter into this Agreement and perform its obligations hereunder.

4.02 Authorization; No Breach; Valid and Binding Agreement. The Purchaser has all requisite power and authority to execute and deliver this Agreement and the transaction documents contemplated hereby and, subject to the filings, consents and approvals described in Section 4.03, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby have been duly and validly authorized by all requisite organizational action, and no other organizational proceedings on the part of the Purchaser are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby do not conflict with, constitute a default under, result in a breach or violation of, require any consent under, or result in the creation of any Lien (other than Permitted Liens) upon any assets of the Purchaser under, the provisions of the Purchaser’s certificate or article of incorporation or formation, bylaws or limited liability company agreement (or equivalent organizational documents) or any material contract to which the Purchaser is party, except as would not have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Purchaser and, assuming that this Agreement is a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by the Remedies Exception.

4.03 Governmental Consents. No material consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority is required on the part of the Purchaser with respect to the Purchaser’s execution or delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for (a) applicable requirements of the HSR Act and (b) compliance with any applicable securities Laws.

4.04 Litigation. There are no Actions pending or, to the Purchaser’s knowledge, threatened against the Purchaser, at law or in equity, before or by any Governmental Authority

which would adversely affect the Purchaser’s performance under this Agreement or the consummation of the transactions contemplated hereby. The Purchaser is not subject to any outstanding judgment, order or decree of any court or other Governmental Authority.

4.05 Brokerage. No broker, finder, investment banker or other Person is entitled to any matured or unmatured brokerage fee, finders’ fee or other similar commission, for which the Seller or any of its Affiliates would be liable in connection with the transactions contemplated by this Agreement, in each case based upon arrangements made by the Purchaser or any of its Affiliates.

4.06 Financing. The Purchaser has sufficient unrestricted cash on hand and available credit facilities to enable the Purchaser to consummate on a timely basis the transactions contemplated by this Agreement, including to pay all amounts payable by the Purchaser pursuant to Section 1.04 and Section 1.05 and all of the Purchaser’s related fees and expenses, in each case in accordance with the terms hereof. In no event shall the receipt by, or the availability of any funds or financing to, the Acquired Companies or the Purchaser or any of its Affiliates or any other financing be a condition to the Purchaser’s obligation to consummate the transactions contemplated hereunder.

4.07 Solvency. Assuming the representations and warranties set forth in Article 3 and Article 5 are true and correct, immediately after giving effect to the transactions contemplated by this Agreement, the Purchaser will be able to pay its debts as they become due and will own property which has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities).

4.08 No Other Representations or Warranties. Other than the representations and warranties set forth in this Article 4, none of the Purchaser nor any of its directors, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company, the Seller or their Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company, the Seller or their Affiliates.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser that:

5.01 Organization and Power. The Seller is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full organizational power and authority to enter into this Agreement and perform its obligations hereunder.

5.02 Authorization; No Breach; Valid and Binding Agreement. The Company has all requisite power and authority to execute and deliver this Agreement and the transaction documents contemplated hereby and, subject to the approvals described in Section 3.04, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the

transactions contemplated hereby have been duly and validly authorized by all requisite organizational action, and no other organizational proceedings on the part of the Seller are necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on Schedule 5.02, the execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby do not conflict with, constitute a default under, result in a breach or violation of, require any consent under, or result in the creation of any Lien (other than Permitted Liens) upon any assets of the Seller under, the provisions of the Seller’s certificate of formation or limited liability company agreement or any material contract to which the Seller is party, except as would not have a material adverse effect on the Seller or its ability to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and, assuming that this Agreement is a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of the Seller, enforceable in accordance with its terms, except as enforceability may be limited by the Remedies Exception.

5.03 Ownership of Shares. The Seller is the record owner of one hundred percent (100%) of the issued and outstanding Shares. On the Closing Date, the Seller will transfer to the Purchaser and, upon consummation of the Closing, the Purchaser will acquire from the Seller good and marketable title to the Shares free and clear of all Liens and restrictions on transfer, other than any restrictions under the Securities Act and applicable state securities Laws.

5.04 Brokerage. Except for Morgan Stanley & Co. LLC, no broker, finder, investment banker or other Person is entitled to any matured or unmatured brokerage fee, finders’ fee or other similar commission, for which the Purchaser or the Acquired Companies would be liable in connection with the transactions contemplated by this Agreement or any prior acquisitions by the Acquired Companies, in each case based upon arrangements made by the Seller or any of its Affiliates.

5.05 Pre-Closing Restructuring. Prior to the Closing, the Seller will have consummated the Pre-Closing Restructuring, pursuant to and in accordance with the Pre-Closing Restructuring Documents.

5.06 No Other Representations or Warranties. Except as provided in this Article 5, none of the Seller nor any of its directors, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Purchaser or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Purchaser or its Affiliates.

ARTICLE 6

COVENANTS OF THE COMPANY AND THE SELLER

6.01 Conduct of the Business.

(a) During the period from the date of this Agreement to the earlier of the Closing and the termination of this Agreement in accordance with its terms, the Company shall, and shall cause the other Acquired Companies and, with respect to the Business, its other

Subsidiaries to, conduct the Business in the ordinary course of business and use commercially reasonable efforts to (i) maintain and preserve intact their respective lines of business and goodwill associated therewith and (ii) maintain their respective rights and franchises and preserve satisfactory relationships with Governmental Authorities, employees and material customers, suppliers, distributors, contractors, creditors, licensors and licensees.

(b) During the period from the date of this Agreement to the earlier of the Closing and the termination of this Agreement in accordance with its terms, except as otherwise provided for by this Agreement (including the Pre-Closing Restructuring), required by applicable Law or consented to in writing by the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause the other Acquired Companies and, with respect to the Business, its other Subsidiaries not to take any action which would be required to be disclosed on Schedule 3.20 (except to the extent already disclosed thereon).

6.02 Access to Books and Records.

(a) During the period from the date of this Agreement to the earlier of the Closing and the termination of this Agreement in accordance with its terms, the Company shall provide the Purchaser and its authorized representatives with reasonable access during normal business hours and upon reasonable notice to the executive officers, key employees and books and records of the Business as may be reasonably requested by the Purchaser in connection with the transactions contemplated by this Agreement; provided that (i) such access does not interfere with the normal operations of the Business, (ii) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, (iii) all requests for such access shall be directed to the Chief Executive Officer of the Company or such other Person(s) as the Company may designate in writing from time to time (collectively, the “Designated Contacts”), and (iv) nothing herein shall require the Company to provide access to, or to disclose any information to, the Purchaser or any of its representatives if such access or disclosure (A) would cause significant competitive harm to the Business if the transactions contemplated by this Agreement are not consummated, (B) would waive any legal privilege or (C) would be in violation of applicable Laws of any Governmental Authority (including the HSR Act and all applicable foreign competition Laws) or the provisions of any agreement to which any Acquired Company is a party or with respect to the Business; provided, further, that if the Company does not provide or cause to be provided information in reliance on clause (iv) of this sentence, then the Company shall (I) promptly provide a written notice to the Purchaser stating that it is withholding information in reliance thereon and (II) take reasonable actions or implement arrangements (which could include, depending on the reasonableness thereof in the circumstances, entering into confidentiality agreements or joint defense agreements, obtaining the consent of third parties, redacting parts of documents, preparing “clean” summaries of information or limiting the availability of information to a “clean team” or to outside legal counsel) in order to make information available to Purchaser or its representatives to the extent reasonably possible. Other than the Designated Contacts or as expressly provided in the preceding sentence, the Purchaser is not authorized to and shall not (and shall cause its employees, agents, advisors, counsel, representatives and Affiliates not to) contact any officer, director, employee, customer, supplier, distributor, lessee, lessor, lender, noteholder or other

material business relation of the Business in connection with the transactions contemplated by this Agreement prior to the Closing without the prior written consent of the Company.

(b) From and after the Closing, in order to facilitate the resolution of any claims made against or incurred by the Purchaser or its Affiliates by third parties (other than the Seller and its Affiliates) in respect of the period prior to the Closing, for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the Seller’s document retention policy, the Seller shall (i) retain the books and records relating to the Acquired Companies or the Business relating to periods prior to the Closing, and (ii) upon reasonable notice, afford the representatives of the Purchaser reasonable access (including the right to make, at the Purchaser’s expense, photocopies), during normal business hours, to such books and records as the Purchaser may from time to time reasonably request; provided that the Seller shall notify the Purchaser at least forty-five (45) Business Days in advance of destroying any such books and records prior to the seventh (7th) anniversary of the Closing in order to provide the Purchaser the opportunity to copy such books and records in accordance with this Section 6.02(b). In addition, from and after the Closing, in order to facilitate the resolution of any claims made against or incurred by the Purchaser or any of its Affiliates by third parties (other than the Seller and its Affiliates), the Seller shall make reasonably available to the Purchaser and its representatives those employees of the Seller and its Subsidiaries whose assistance, expertise, testimony, notes and recollections or presence may be necessary to assist the Purchaser or its Affiliates, at the Purchaser’s sole expense, in connection with its inquiries for any of the purposes referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes.

(c) The Seller shall use commercially reasonable efforts to arrange a call among representatives of the customer set forth on Schedule 6.02(c) and representatives of the Purchaser at a mutually acceptable time as soon as reasonably practicable after the date hereof and, in any event, prior to the Closing.

(d) Within three (3) Business Days from the date of this Agreement, the Company shall provide to the Purchaser information about the Acquired Company Employees’ employment status (i.e., exempt or non-exempt and full-time or part-time).

6.03 Termination of Affiliated Agreements and Intercompany Accounts. The Seller and the Company shall take all actions necessary to terminate, pay-off or eliminate prior to the Closing all transactions, obligations, contracts, commitments, arrangements or agreements between the Acquired Companies, on one hand, and the Seller or its Affiliates (other than the Acquired Companies), on the other hand, including those listed on Schedule 3.21 other than those items thereon marked with an asterisk (“*”). Additionally, the Seller will take or cause to be taken such actions and make or cause to be made such payments as may be necessary so that, as of the Closing, there will be no intercompany obligations or liabilities between an Acquired Company, on the one hand, and the Seller or any of its Affiliates (other than the Acquired Companies), on the other hand (other than pursuant to this Agreement and the other agreements contemplated hereby). If any transactions, obligations, contracts, commitments, arrangements required to be terminated, paid-off or eliminated prior to the Closing pursuant to this Section 6.03 have not been so terminated, paid-off or eliminated, then the Seller shall cause such action to be taken after the Closing.

6.04 Resignations. The Seller shall deliver to the Purchaser written resignations, effective as of the Closing Date, of the officers and the manager of the Acquired Companies, to be designated by the Purchaser at least five (5) Business Days prior to the Closing.

6.05 IPO Assistance. From the date of this Agreement until the consummation of the Purchaser’s initial public offering, so long as such initial public offering occurs within twelve (12) months following the Closing Date (or the earlier termination of this Agreement), subject to the limitations set forth in this Section 6.05, the Seller shall, and shall cause the Acquired Companies and the Company’s other Subsidiaries to, use commercially reasonable efforts to (a) provide information (financial or otherwise) relating to the Acquired Companies or the Business to the Purchaser to the extent reasonably requested by the Purchaser in connection with the Purchaser’s preparation and submission or filing of a registration statement, prospectus or other filing or submission with the SEC and Canadian securities regulatory authorities (collectively, the “Registration Statement”) that is customarily, or reasonably requested by the underwriters participating in the IPO to be, included therein, in connection with the initial public offering of Equity Interests in the Purchaser (the “IPO”), including information related to Acquired Companies and the Business described in Item 303 to Regulation S-K under the Securities Act of 1933, as amended for the period covered by the Financial Statements, (b) obtain customary comfort letters from the Seller’s independent public accounting firm with respect to the Financial Statements and other financial information related to the Acquired Companies and the Business included in the Registration Statement, (c) cause the Seller’s independent public accounting firm to consent to the inclusion or incorporation of their audit reports and opinions with respect to the Financial Statements in the Registration Statement, (d) cause the Seller’s independent public accounting firm to cooperate with Purchaser and its representatives and advisors (including the underwriters participating in the IPO and their advisors) in diligence in connection with the IPO, including by participating in accounting due diligence sessions, (e) consent to the use of names, trademarks, service marks and logos of the Acquired Companies or the Business in connection with the IPO (provided that such names, trademarks, service marks and logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage the Acquired Companies or the Business or the reputation or goodwill of any of them), (f) cooperate and make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel, including representatives and advisors of the Seller, and documents and information relating to the Acquired Companies and the Business , in each case, as may be reasonably requested by the Purchaser and its representatives and advisors (including the underwriters participating in the IPO and their advisors) in connection with due diligence related to the Acquired Companies and the Business, or as may be requested by the SEC or any Canadian securities regulatory authority in connection with the IPO, (g) issue a public statement substantially in the form set forth on Schedule 6.05 (subject to such changes as are reasonably agreed by the Parties in light of the actual circumstances at the relevant time) confirming the Seller’s obligations under Article 8 with respect to the Specified Matter (as defined in the Disclosure Schedules) and stating that the Specified Matter is unrelated to the Business and (h) provide to the Purchaser (i) a trial balance sheet of the Company as of November 30, 2020, by no later than December 20, 2020, (ii) the management results (excluding a balance sheet, but including a calculation of EBITDA and net income before taxes) of the Company as of December 31, 2020, by no later than January 13, 2021, and (iii) the consolidated unaudited financial statements of the Company as of December 31, 2020 and for the period then ended (but excluding any footnotes or tax provisions) by no later than January 20, 2021; provided that, in the case of this clause (h), such obligations shall not include any

responsibility for taking into account purchase accounting in the creation of such financial statements. If the Closing has not occurred prior to February 10, 2021, the Seller shall on or prior to February 10, 2021, deliver the 2020 Financial Statements to the Purchaser. Following the date hereof and prior to Closing, the Seller shall, and shall cause the Acquired Companies and the Company’s other Subsidiaries to, take all commercially reasonable efforts to cause its Subsidiaries and the Seller’s independent public accounting firm to prepare the 2020 Financial Statements such that the 2020 Financial Statements will be completed on or prior to February 10, 2021. For purposes of Section 6.05(a) through Section 6.05(f) the term “Financial Statements” shall include such 2020 Financial Statements. Notwithstanding Section 6.05 or anything else in this Agreement, the Purchaser will promptly, upon request by the Seller, reimburse the Seller, as applicable, for all out-of-pocket fees, costs and expenses (including fees and expenses of the Seller’s independent public accounting firm) incurred by the Seller, the Acquired Companies and their respective Affiliates and advisors in connection with their compliance with Section 6.05(a) through Section 6.05(d), Section 6.05(f) and Section 6.05(h) or with the preparation of the 2020 Financial Statements. Notwithstanding Section 6.05 or anything else in this Agreement, the Purchaser affirms that the consummation of the IPO is not a condition to the Closing or to any of its other obligations under this Agreement.

6.06 Exclusivity. Each of the Company and the Seller shall not (and shall cause their respective Affiliates and each of its and their respective officers, directors and representatives not to) directly or indirectly (a) solicit, initiate, facilitate or encourage the submission of any inquiry, proposal or offer from any third party relating to any direct or indirect, merger, consolidation, reorganization, acquisition of any equity interests in, or assets (other than for sales of assets in the ordinary course of business) of, the Company or the Seller, as applicable, or any of their respective Subsidiaries (including any acquisition structured as a merger, consolidation or exchange) (any such proposal or offer, an “Acquisition Proposal”), (b) engage, continue or participate in any discussions or negotiations regarding, or furnish or cause to furnish any information with respect to, any Acquisition Proposal, (c) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, (d) execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement with any third party relating to any Acquisition Proposal or (e) resolve to propose or agree to do any of the foregoing. Without limiting the generality of the foregoing, the Company and the Purchaser shall and shall cause their respective Subsidiaries to, and shall cause their respective officers, directors, representatives and Affiliates to cease and cause to be terminated any existing activities, including discussions or negotiations with any Person, conducted prior to the date hereof explicitly related to any Acquisition Proposal.

6.07 Section 280G.

(a) Parachute Payment Waiver. Prior to the initiation of the requisite stockholder approval procedure under Section 6.07(b), to the extent any current or former Acquired Company Employee, Out-of-Scope Employee or Service Provider of the Business has any right to receive any payments or benefits that could constitute “parachute payments” under Section 280G of the Code, the Company shall seek to obtain a waiver of the right to receive payments that could constitute “parachute payments” under Section 280G of the Code (a “Parachute Payment Waiver”) from each such Acquired Company Employee, Out-of-Scope Employee or Service Provider of the Business whom the Company reasonably believes is a

“disqualified individual” (within the meaning of Section 280G of the Code), as determined immediately prior to the initiation of the requisite stockholder approval procedure under Section 6.07(b), and who the Company believes might otherwise receive, have received, or have the right or entitlement to receive any parachute payment under Section 280G of the Code. The Company shall provide to Purchaser, no less than five (5) Business Days prior to the Closing Date, the applicable Parachute Payment Waiver. Prior to soliciting such waivers and approval under Section 6.07(b), the Company shall provide drafts of such waivers and stockholder approval materials to the Purchaser for its review and comment (which review and comment will not be unreasonably withheld, conditioned or delayed).

(b) 280G Stockholder Approval. No less than five (5) Business Days prior to the Closing Date, to the extent any Acquired Company Employee, Out-of-Scope Employee or Service Provider of the Business has any right to receive any payments or benefits that could constitute “parachute payments” under Section 280G of the Code, after obtaining any Parachute Payment Waivers under Section 6.07(a), the Company shall seek to obtain the approval (“280G Stockholder Consent”) of its direct and indirect stockholders in accordance with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder so as to render the parachute payment provisions of Section 280G of the Code inapplicable to any and all payments or benefits provided pursuant to the Contracts that, in the absence of the executed Parachute Payment Waivers by the affected Persons under Section 6.07(a), could reasonably be expected to otherwise result, separately or in the aggregate, in the payment of any amount or the provision of any benefit that would not be deductible by reason of Section 280G of the Code.

6.08 Termination of Company Transferred Plans. If reasonably requested by the Purchaser, as of at least ten (10) Business Days prior to the Closing Date (but conditioned upon the occurrence of the Closing), the Company shall use commercially reasonable efforts to seek approval from the board of directors of the Company to terminate or cause to be terminated any Company Transferred Plan so requested to be terminated; provided that the termination of such Company Transferred Plan is capable of termination without any material liability to the Seller and its Subsidiaries or material impact on the retained employees of the Company and its Subsidiaries. The Company and the Purchaser shall cooperate in good faith prior to the Closing with respect to the preparation and execution of all documentation necessary to effect the foregoing termination, and the Company shall provide Purchaser a reasonable opportunity to review and comment on all such documentation (which review and comment shall not be unreasonably delayed or withheld).

6.09 Pre-Closing Restructuring.

(a) Notwithstanding anything to the contrary set forth herein, the Seller shall use reasonable best efforts to cause the restructuring steps described in Exhibit B (the “Pre-Closing Restructuring”) to be taken as soon as reasonably practicable following the date hereof. The Seller shall, and shall cause its Subsidiaries to, conduct the Pre-Closing Restructuring in compliance with all applicable Laws.

(b) The Seller shall (i) keep the Purchaser reasonably informed about the process, status and timetable of the Pre-Closing Restructuring, including for the avoidance of doubt, any proposed updates to the proposed steps to effect such Pre-Closing Restructuring and

(ii) consult with, and consider any comments by, Purchaser (and its advisors) in good faith prior to finalizing the Pre-Closing Restructuring. Prior to the execution of any transaction document related to, or in connection with, the Pre-Closing Restructuring (such documents collectively, the “Pre-Closing Restructuring Documents”) by the Seller or any of its Subsidiaries or any material amendment of any Contract with a counterparty of the Business, the Seller shall provide a draft of such Pre-Closing Restructuring Document or amendment to the Purchaser and provide the Purchaser a reasonable opportunity to review, comment on and approve such draft Pre-Closing Restructuring Document or amendment. For greater clarity, and notwithstanding any other provision of this Section 6.09, the Seller shall not (i) make any alteration, update or modification to the Pre-Closing Restructuring steps described in Exhibit B, or (ii) enter into the Pre-Closing Restructuring Documents, in each case without the prior written consent of the Purchaser (so long as such consent is not to be unreasonably withheld, conditioned or delayed).

(c) As soon as reasonably practicable following the date hereof, the Seller shall, and shall cause its Subsidiaries to, give any notices and use commercially reasonable efforts to obtain as promptly as reasonably practicable such approvals, authorizations or consents of other Persons that may be required for the assignment, conveyance or transfer of a Contract or other interest or asset contemplated to be assigned, conveyed or transferred by an Acquired Company or a Retained Company, as applicable (such Person, the “Restructuring Assignor”), to a Retained Company or an Acquired Company, as applicable (such Person, the “Restructuring Assignee”), as part of the Pre-Closing Restructuring (such Contract or other interest or asset, a “Restructuring Asset”). For the avoidance of doubt, it is the intention of the parties that, subject to Section 6.09(e), the Transferred Assets will include customer Contracts and arrangements (the “Customer Arrangements”) to the extent such arrangements relate to the Business.

(d) If any required approval, authorization or consent required for the assignment, conveyance or transfer of a Restructuring Asset contemplated to be assigned, conveyed or transferred as part of the Pre-Closing Restructuring cannot be obtained in accordance with Section 6.09(c), then the Seller shall, subject to Section 6.09(b), use commercially reasonable efforts to cause the implementation of an alternative agency-type arrangement pursuant to which, to the fullest extent practicable and net of applicable Taxes, the economic and other claims, rights and benefits of such Restructuring Asset are provided to the intended Restructuring Assignee of such Restructuring Asset and such intended Restructuring Assignee bears all costs and Liabilities contemplated to be borne by such intended Restructuring Assignee with respect to such Restructuring Asset. If a Restructuring Asset cannot be assigned or transferred without a release of the Restructuring Assignor’s Liability related to such Restructuring Asset or if an arrangement of the type contemplated in the preceding sentence is implemented, then the related transaction agreement shall provide that the intended Restructuring Assignee of such Restructuring Asset shall indemnify the Restructuring Assignor for any Liability contemplated (in accordance with the terms of this Agreement) to be borne by the intended Restructuring Assignee of such Restructuring Asset with respect to such Restructuring Asset.

(e) Subject to Section 6.09(b), any Customer Arrangement that is only partially intended to be assigned as part of the Pre-Closing Restructuring (such Contract, a “Shared Restructuring Contract”) shall be assigned only with respect to (and preserving the meaning of) those parts that are intended to be assigned to the applicable Restructuring Assignee, if so assignable or appropriately amended, so that the intended Restructuring Assignee will be

(i) entitled to the rights and benefits of those parts of the Shared Restructuring Contracts that are intended to be assigned and (ii) be responsible for the Liabilities contemplated (in accordance with the terms of this Agreement) to be assumed by such intended Restructuring Assignee with respect to such Shared Restructuring Contracts. If any Shared Restructuring Contract cannot be assigned by its terms or otherwise, or cannot be amended, without any approval, authorization or consent, and such approval, authorization or consent cannot be obtained in accordance with Section 6.09(c) or if it is otherwise not practical to assign a Shared Restructuring Contract in part, then, until the earlier of such time as such approval, authorization or consent has been obtained or a renegotiation of such Shared Restructuring Contract and execution of new Contracts with the related counterparties shall have been concluded, the Seller shall, and shall cause its Subsidiaries to, establish an alternative agency-type arrangement pursuant to which, to the fullest extent practicable and net of applicable Taxes, (A) the economic and other claims, rights and benefits of such Shared Restructuring Contract intended to be provided to an intended Restructuring Assignee are provided to such intended Restructuring Assignee and such intended Restructuring Assignee bears all costs and Liabilities contemplated (in accordance with the terms of this Agreement) to be borne by such intended Restructuring Assignee with respect to such Shared Restructuring Contract and (B) all other rights and Liabilities under such Shared Restructuring Contract are retained by the applicable Restructuring Assignor.

(f) Notwithstanding anything in this Agreement to the contrary, to the extent that the Pre-Closing Restructuring is not completed in full prior to the Closing, the Seller’s obligations under Section 10.06(a) shall include taking any actions following the Closing to complete the Pre-Closing Restructuring.

6.10 License.

(a) The Seller hereby grants, and shall cause its Affiliates to grant, to the Purchaser and its Affiliates (including the Acquired Companies) (collectively, the “Purchaser Licensees”) a non-exclusive, perpetual, worldwide, irrevocable, non-transferable (other than in connection with a transfer or sale of the Business or a portion thereof; provided, that an assignment in part with any partial transfer or sale of the Business shall only extend to the portion of the Business transferred or sold), royalty-free and fully paid-up license, with the right to sublicense (solely in accordance with the types of sublicenses granted by the Business in the twelve (12) months prior to the Closing, which, for the avoidance of doubt, shall include third party service providers acting at the direction of any of the Purchaser Licensees (and not for the independent benefit of any such third party service provider) and customers in connection with the purchase of goods or services), to use, reproduce, display, perform, create derivative works of, and to use, make, have made, sell, offer to sell, and import and products or services under, any Licensed Intellectual Property (as defined below), solely in connection with the operation of the Business (together with the reasonable and natural evolution of the Business in the field of providing data preparation services and software to enterprises to train and improve the performance of digital advertising engines, search algorithms, speech applications, and other artificial intelligence engines). To the extent any Licensed Intellectual Property constitutes a trade secret or confidential information, the Purchaser Licensees shall, and shall require their sublicensees and other representatives to, maintain the same in confidence (using the same degree of care it or they use for their own trade secrets and confidential information, but no less than a reasonable degree of care) and use the same only in connection with the scope of the license set forth above.

Notwithstanding the foregoing, such obligation to maintain Licensed Intellectual Property that constitutes a trade secret or confidential information in confidence shall not apply to any information which (i) is or becomes generally available to the public other than as a result of a disclosure by a Purchaser Licensee in violation of this Section 6.10 or any other confidentiality obligation to which it is bound or (ii) is obtained by a Purchaser Licensee on a non-confidential basis from a third-party that, to such Purchaser Licensee’s knowledge, was not legally or contractually restricted from disclosing such information. In the event that a Purchaser Licensee is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process or other applicable Law or the rules of any public securities exchange) to disclose any Licensed Intellectual Property that constitutes a trade secret or confidential information, such Purchaser Licensee may disclose the same provided that, to the extent permitted to do so by applicable Law, Purchaser Licensee shall notify the Seller promptly of the request or requirement so that the Seller may seek, at its expense, an appropriate protective order or waive compliance with the provisions of this Section 6.10. For purposes of this Section 6.10, “Licensed Intellectual Property” means any Intellectual Property (i) owned or purported to be owned by Seller or any of its Affiliates and not included in the Transferred Assets (but specifically excluding from the licensed Intellectual Property any Excluded Names, other trademarks or service marks, domain names, and social media accounts or handles), and (ii) that is used or held for use in the conduct of the Business in the twelve (12) month period prior to the Closing.

(b) The foregoing license includes, for the avoidance of doubt, the right for the Purchaser Licensees to make and have made modifications, enhancements, derivative works and improvements (“Purchaser Improvements”) to the Licensed Intellectual Property, and as between the parties hereto, any and all such Purchaser Improvements shall be owned by the Purchaser or its Affiliates (including the Acquired Companies), as applicable, without any duty of disclosure or accounting to the Seller or its Affiliates. During the six (6) months after the Closing Date, the Seller shall make and shall cause its Affiliates to make available to the Purchaser, promptly following the Purchaser’s reasonably specific written request for any particular documentation embodying or reflecting the Licensed Intellectual Property, copies of documentation in its or their possession that embodies or reflects the Licensed Intellectual Property (subject to reasonable redaction of any proprietary information or content not comprising Licensed Intellectual Property). The Purchaser will be entitled to one copy, and if available, an electronic copy, of each such document not already in Purchaser’s or its Affiliates’ (including the Acquired Companies’) possession as of the Closing Date, subject to redaction in accordance with the preceding sentence.

(c) To the extent the Transferred Assets include any Intellectual Property (but specifically excluding any trademarks or service marks, domain names, and social media accounts or handles) used in the conduct of the Business and in the Seller Business as of the Closing Date, then the Acquired Companies hereby grant to Seller and its Affiliates (other than the Acquired Companies) a license under such Intellectual Property in the field of the Seller Business of even scope with that set forth in, and subject to the same terms and conditions set forth in, Section 6.10(a) and Section 6.10(b), mutatis mutandis, provided that, for the avoidance of doubt, the field of such license shall not extend to the field of providing data preparation services and software to enterprises to train and improve the performance of digital advertising engines, search algorithms, speech applications, and other artificial intelligence engines.

6.11 Insurance Matters. From the date hereof until the Closing, the Seller shall promptly notify each insurance carrier of any insurance policy held by the Seller or any of its Subsidiaries for the benefit of the Business of any claim relating to the Business that reasonably could be expected to be covered under such insurance policy. In addition, prior to the Closing, the Seller shall use its commercially reasonable efforts to cause the Lionbridge Group’s cyber insurance policy to be amended or endorsed (or shall obtain run-off coverage), at the Purchaser’s expense, to provide insurance coverage for the Acquired Companies with respect to occurrences prior to the Closing for a period of six (6) years following the Closing. Following the Closing, upon the Purchaser’s reasonable request and only to the extent that the applicable insurance policies provide any coverage, the Seller shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to, after the Closing, on behalf of the Purchaser and its Affiliates, at the Purchaser’s sole cost and expense, file, notice and otherwise continue to pursue any claims (including using commercially reasonable efforts to assert and maintain such claims) and recover proceeds under the terms of any insurance policies for any covered loss, Liability or damage under such insurance policies arising out of an occurrence prior to the Closing or arising out of an act, error or omission that forms the basis of a claim made against the Business prior to the Closing. To the extent the Seller or any of its Subsidiaries receives a cash payment following the Closing from any insurance carrier for any such insurance claims, then the Seller shall promptly remit any such cash payment to the Purchaser; provided, however, that such cash payment shall be (i) reduced by the amount of any applicable deductibles and copayment provisions, any out-of-pocket costs of collection or any payment or reimbursement obligations of the Seller or any of its Subsidiaries in respect thereof and (ii) net of the amount of any related Tax costs.

6.12 Restricted Transactions. The Seller covenants and agrees that it will not, for as long as the indemnity obligations set forth in Section 8.02(b) and Section 8.02 (c) in respect of Taxes survive pursuant to Section 8.04(a), (a) distribute or dividend 50% or more of the assets of the Seller Business (in one or in a series of transactions) (including any constructive dividends or other transactions that result in a transfer for materially less than fair market value to any of its direct or indirect equity holders or any of their Affiliates or associates), (b) sell or transfer, or permit any Subsidiary to sell or transfer, directly or indirectly, by operation of law or otherwise, 50% or more of the assets of the Seller Business (in one or in a series of transactions) or (c) enter into any agreement or arrangement that is designed or intended to materially and adversely affect the ability of the Purchaser to enforce its indemnification or other rights under this Agreement; provided, however, that the foregoing limitations set forth in clauses (a) and (b) shall cease to apply if (i) the Seller sells or otherwise transfers assets of the Seller Business to another Person at least as creditworthy as the Seller and provides the Purchaser with reasonable evidence of the creditworthiness of such Person, (ii) proper provisions (which shall include direct enforcement rights in favor of the Purchaser) are made in documentation reasonably acceptable to the Purchaser that such Person will be responsible for all of the Seller’s remaining obligations under this Agreement and (iii) the Seller provides the Purchaser with at least 15 days’ advance notice of any proposed sale or transfer contemplated by the foregoing clause (i). For the avoidance of doubt, nothing in this Agreement shall prevent, restrict or otherwise limit (y) the ability of the Seller and its Subsidiaries to sell or transfer, directly or indirectly, the equity interests or assets of the “games” division of the Seller Business (it being understood and agreed that such division does not constitute all or substantially all of the assets of the Seller Business) or (z) a sale or transfer of the equity of the Seller by its equityholders that does not otherwise contravene the provisions in clauses (a) through (c).

ARTICLE 7

COVENANTS OF THE PURCHASER

7.01 Access to Books and Records. From and after the Closing, in order to facilitate the resolution of any claims made against or incurred by the Seller or its Subsidiaries by third parties (other than the Purchaser and its Affiliates) in respect of the period prior to the Closing, for a period of seven (7) years after the Closing or, if shorter, the applicable period specified in the Purchaser’s document retention policy, the Purchaser shall (i) retain the books and records relating to the Company and its Subsidiaries relating to periods prior to the Closing, and (ii) upon reasonable notice, afford the representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records as the Seller may from time to time reasonably request; provided that the Purchaser shall notify the Seller at least forty-five (45) Business Days in advance of destroying any such books and records prior to the seventh (7th) anniversary of the Closing in order to provide the Seller the opportunity to copy such books and records in accordance with this Section 7.01. In addition, from and after the Closing, in order to facilitate the resolution of any claims made against or incurred by the Seller or any of its Affiliates by third parties (other than the Purchaser and its Affiliates), the Purchaser shall make reasonably available to the Seller and its representatives those employees of the Purchaser and its Affiliates whose assistance, expertise, testimony, notes and recollections or presence may be necessary to assist the Seller or its Affiliates, at the Seller’s sole expense, in connection with its inquiries for any of the purposes referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes.

7.02 Director and Officer Liability and Indemnification.

(a) For a period of six (6) years after the Closing, the Purchaser shall not, and shall not permit any Acquired Company to, amend, repeal or otherwise modify any provision in such Acquired Company’s certificate of incorporation or bylaws relating to the exculpation or indemnification of any managers, directors and/or officers from the form of such provisions as of immediately prior to the Closing (unless required by Law) for any period prior to the consummation of the Closing, it being the intent of the parties that the managers, directors and officers of the Acquired Companies shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted by Law for any period prior to the consummation of the Closing.

(b) In addition to the other rights provided for in this Section 7.02, and not in limitation thereof, from and after the Closing, the Company shall, and the Purchaser shall cause the Acquired Companies to, to the fullest extent permitted by applicable Law, (i) indemnify and hold harmless (and release from any liability to the Purchaser or the Acquired Companies), current and former managers, directors and officers of the Acquired Companies (each, a “D&O Indemnitee”) against all D&O Expenses (as defined below), in respect of any Losses or amounts paid in settlement (collectively, “D&O Costs”) in respect of any threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on, arising out of or relating to the fact that such Person is or was a manager, director or officer of the Acquired Companies and arising out of acts or omissions occurring at or prior to the Closing (a “D&O Indemnifiable Claim”) and (ii) advance to such D&O Indemnitees all D&O Expenses

incurred in connection with any D&O Indemnifiable Claim (including in circumstances where an Acquired Company has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor (provided, however, that the Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to such indemnification under applicable Law), in each case of clause (i) and (ii), to the extent the relevant D&O Indemnitee is entitled to indemnification (or advancement thereof) under the organizational documents of an Acquired Company or an indemnification or employment agreement with or relating to an Acquired Company. Any D&O Indemnifiable Claim shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.02(b), “D&O Expenses” means attorneys’ fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, but shall exclude Losses, judgments and amounts paid in settlement (which items are included in the definition of D&O Costs).

(c) At the Closing or without undue delay therafter, the Purchaser shall, or shall cause the Acquired Companies to, obtain, maintain and fully pay for irrevocable “tail” insurance policies naming the D&O Indemnitees as direct beneficiaries with a claims period of at least six (6) years from the Closing Date from an insurance carrier with the same or better credit rating as the Acquired Companies’ current insurance carrier with respect to directors’ and officers’ liability insurance and related coverages that are under the same policy, in an amount and scope at least as favorable as the Acquired Companies’ existing policies with respect to matters existing or occurring at or prior to the Closing; provided, however, that in no event shall the Purchaser or the Acquired Companies be required to pay in any one year more than 300% of the current annual premium paid by the Seller and its Subsidiaries for the directors’ and officers’ liability insurance (as apportioned to the Business); provided, further, that if the annual premiums of the directors’ and officers’ liability insurance exceed such amount, the Purchaser or the Acquired Companies shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Purchaser shall not, and shall cause the Acquired Companies not to, cancel or change such insurance policies in any respect. For the avoidance of doubt, the costs of such insurance policies shall not constitute Transaction Expenses.

(d) The D&O Indemnitees are express and intended third-party beneficiaries of the provisions of this Section 7.02 and shall be entitled to independently enforce the terms hereof as if they were each a party to this Agreement.

7.03 Employment and Benefit Arrangements. From and after the Closing, the Purchaser shall, or shall cause the Acquired Companies to, honor all employment, severance, termination, consulting, retirement and other compensation and benefit plans, programs, policies, contracts, arrangements and agreements that are sponsored or maintained by the Business or to which any of the Acquired Companies is a party, as such plans, programs, policies, contracts, arrangements and agreements are in effect on the date hereof (it being understood that this Section 7.03 shall not be deemed to prohibit the Purchaser from amending, modifying, replacing or terminating such arrangements in accordance with their terms or applicable Law following the Closing). For the period commencing at Closing and ending on December 31, 2021, the Purchaser shall, or shall cause the Acquired Companies to, provide to all employees of the Business who are

employed by an Acquired Company immediately after the Closing and the Direct Transfer Employees (“Continuing Employees”) (a) base salary or wage rate and bonus and incentive opportunities that are substantially comparable in the aggregate to the base salary or wage rate and bonus and incentive opportunities provided to similarly-situated employees of the Purchaser and (b) benefits that are substantially comparable in the aggregate to the benefits provided to similarly-situated employees of the Purchaser. The Purchaser shall use its reasonable best efforts to cause the Continuing Employees to receive service credit for all purposes under any benefit or compensation plans, programs, policies, contracts, agreements and arrangements sponsored by the Purchaser or any of its Affiliates (including the Acquired Companies) in which the Continuing Employees participate or may become eligible to participate following the Closing (other than any equity-based plan or arrangement) (the “Purchaser Plans”). The Purchaser shall waive or cause to be waived any applicable waiting periods, pre-existing condition exclusions or actively-at-work requirements under the Purchaser Plans for the Continuing Employees and their dependents and shall give such Continuing Employees credit under the Purchaser Plans for deductibles, co-insurance and out-of-pocket payments that have been paid during the year in which the Closing occurs. The Purchaser agrees that the Purchaser and the Acquired Companies (following the Closing) shall be solely responsible for satisfying the continuation coverage requirements of Section 4980B of the Code for all individuals who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulation Section 54.4980B-9.

7.04 Employee Matters. The Purchaser and the Seller shall cooperate before and after Closing to (a) exchange information as needed to ensure timely compliance with the WARN Act or any federal, state, local or foreign Law with respect to any plant or office closing, layoff or relocation occurring after the Closing as a result, in whole or in part, of any action taken by the Purchaser or the Company on or after the Closing and (b) to the extent transferable under applicable Law, cause the transfer of any visas of Continuing Employees from the Acquired Companies to the Purchaser, to the extent necessary to ensure that the Continuing Employees who are on work visas may continue to provide services to the Purchaser and its Subsidiaries after Closing.

7.05 No Third-Party Beneficiaries; No Amendment. Nothing contained in this Agreement shall confer upon any Continuing Employee any right to continued employment with the Acquired Companies, nor shall anything herein interfere with the right of the Acquired Companies to relocate or terminate the employment of any of the Continuing Employees at any time after the Closing Date. Without limiting Section 12.10, no Person (including Acquired Company Employees, Out-of-Scope Employee or Service Provider of the Business) who is not a party hereto shall have any third-party beneficiary rights with respect to any provision of this Agreement, including Article 6 or this Article 7. Nothing contained in this Agreement shall be deemed to constitute an amendment to any Company Transferred Plan or Purchaser Plan, or prevent or, subject to compliance with Section 7.03, interfere with the right of Purchaser (including, after the Closing, the Acquired Companies) to amend, modify, supplement or terminate any employee benefit plan or arrangement in accordance with its terms.

7.06 Name Change.

(a) Within two (2) months following the Closing Date, the Purchaser shall take, or cause to be taken, all action necessary to be taken by the Purchaser and the Acquired Companies

to amend each Acquired Company’s governing documents so as to delete therefrom the names “Lionbridge,” “LBT,” “LTI,” “Gengo” or any confusingly similar words or confusingly similar derivatives thereof (the “Excluded Names”) and will file, as promptly as practicable, such documents as are necessary to reflect such name change in the appropriate jurisdiction of incorporation of each Acquired Company and in all other jurisdictions in which the Acquired Companies are qualified to do business.

(b) Purchaser acknowledges that the Excluded Names are and shall remain the property of the Seller or its Affiliates (excluding the Acquired Companies) and that nothing in this Agreement shall transfer, or shall operate as an agreement to transfer, any right, title or interest in the Excluded Names to the Purchaser or any of its Affiliates (including, after the Closing, the Acquired Companies). Except as otherwise permitted in the proviso to this sentence, following the Closing, the Purchaser shall, and shall cause all of its applicable Affiliates (including the Acquired Companies) to, cease all use of the Excluded Names; provided that the Purchaser and its Affiliates (including the Acquired Companies) will have, and Seller hereby grants thereto, the limited, non-exclusive right to use the Excluded Names during the period from the Closing Date until six (6) months following the Closing Date solely in a manner consistent with the operation of the Business prior to the Closing (including, for the avoidance of doubt, solely with respect to products and services marketed and sold by the Business prior to the Closing), and such activities shall be conducted in at least as high a level of quality as conducted prior to the Closing Date. Without limiting the generality of any of the foregoing, the Purchaser and its Affiliates (including the Acquired Companies) shall, except as permitted under this Section 7.06, within six (6) months following the Closing Date, (i) cease all use of any of the Excluded Names on or in connection with all stationery, business cards, purchase orders, lease agreements, warranties, indemnifications, invoices and other similar correspondence and other documents of a contractual nature and (ii) complete the removal of the Excluded Names from all products.

(c) The Purchaser, for itself and its Affiliates (including, following the Closing, the Acquired Companies), agrees that after the Closing Date, the Purchaser and its Affiliates (including the Acquired Companies) shall not expressly, or by implication, do business as or represent themselves under the Excluded Names (except as permitted pursuant to this Section 7.06).

7.07 R&W Insurance Policy. The Purchaser shall use commercially reasonable efforts to cause the R&W Insurance Policy to be issued promptly after the Closing (in accordance with the terms of the binder thereof) and remain in full force and effect thereafter, including, without limitation: (a) complying with and maintaining the R&W Insurance Policy in full force and effect, (b) paying when due all premiums, fees, costs and Taxes payable thereunder and (c) satisfying on a timely basis all conditions necessary for the issuance of or continuance of coverage under the R&W Insurance Policy. The R&W Policy shall include a provision whereby the insurer expressly waives, and agrees not to pursue, directly or indirectly, any subrogation rights against the Seller or its Affiliates, or any former or current general or limited partners, stockholders, managers, members, directors, officers and employees of any of the foregoing with respect to any claim made by any insured thereunder (except for Fraud). The Purchaser and its Affiliates shall not terminate, cancel, amend, waive or otherwise modify the R&W Insurance Policy or any of the coverage thereunder in a manner that is materially adverse to the Seller prior

to, at or at any time after the Closing. A copy of the R&W Policy shall be delivered to the Seller at or promptly following the Closing.

7.08 Acknowledgment of the Purchaser. The Purchaser acknowledges that in making its determination to proceed with the transactions contemplated by this Agreement it has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Acquired Companies or the Business, and the Purchaser has relied on the results of its own independent investigation and the representations and warranties of the Seller expressly and specifically set forth in Article 3 and Article 5 of this Agreement, as qualified by the Disclosure Schedules hereto. Such representations and warranties by the Seller set forth in Article 3 and Article 5 of this Agreement constitute the sole and exclusive representations and warranties of or regarding the Seller and the Company to the Purchaser in connection with the transactions contemplated hereby, and the Purchaser (i) understands, acknowledges and agrees that it has not relied upon the accuracy or completeness of any other representation, warranty, statement or information of any kind or nature expressed or implied (including, but not limited to, any relating to the future or historical financial condition, results of operations, assets or liabilities of the Acquired Companies or the Business, or the quality, quantity or condition of the Acquired Companies’ assets or in respect of the accuracy or completeness of any information regarding the Acquired Companies or the Business furnished or made available to the Purchaser and its representatives) and (ii) waives any right the Purchaser may have against the Seller or the Company with respect to any inaccuracy in any representation, warranty, statement or information referenced in the foregoing clause (i) or with respect to any omission, on the part of the Seller, the Company or any representative thereof, of any potentially material information other than the representations and warranties expressly set forth in Article 3 and Article 5 of this Agreement. The Seller and the Company do not make or provide, and the Purchaser hereby waives, any warranty or representation, express or implied, as to the quality, merchantability, as for a particular purpose, or condition of the Acquired Companies’ assets or any part thereof. In connection with the Purchaser’s investigation of the Business, the Purchaser has received certain projections, including projected statements of operating revenues and income from operations of the Business and certain business plan information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that the Purchaser is familiar with such uncertainties and that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including, without limitation, the reasonableness of the assumptions underlying such estimates, projections and forecasts. Accordingly, the Purchaser hereby acknowledges that none of the Seller (or any of its members), the Company or any of their respective direct or indirect Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners or agents) is making any representation or warranty with respect to such estimates, projections and other forecasts and plans, including, without limitation, the reasonableness of the assumptions underlying such estimates, projections and forecasts. The Purchaser further agrees that none of the Seller (or any of its members), the Company or any of their respective direct or indirect Affiliates or representatives (or any of their directors, officers, employees, members, managers, partners or agents), will have or be subject to any liability to the Purchaser or any other Person resulting from the distribution to the Purchaser, or the Purchaser’s use of, any such information, or any information, document or material made available to the Purchaser or its Affiliates or their respective, counsel, accountants, consultants, advisors, agents or other representatives in that

certain Project Simba Lionbridge AI management presentation dated August 2020 used in connection with meetings between the Purchaser and the Company, in certain “data rooms” and online “data sites,” in management interviews, or in any other form in expectation or anticipation of the transactions contemplated by this Agreement.

ARTICLE 8

SURVIVAL AND INDEMNIFICATION

8.01 Survival.

(a) The representations and warranties of the Company and the Seller set forth in this Agreement or in any instrument delivered in connection with this Agreement shall not survive the Closing. Each of the representations and warranties of the Company and the Seller set forth in this Agreement or in any instrument delivered in connection with this Agreement shall terminate effective immediately as of the Closing such that no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto against the Company or the Seller. The covenants and agreements of the Company and the Seller set forth in this Agreement and in any other document delivered in connection herewith to the extent contemplating or requiring performance prior to the Closing (other than the covenants set forth in Section 6.05) shall terminate effective immediately as of the Closing such that no claim for breach of any such covenant or agreement, detrimental reliance or other right or remedy (whether in contract, in tort, at law or in equity) may be brought after the Closing with respect thereto against the Company or the Seller. The covenants set forth in Section 6.05 shall survive the Closing for a period of one year. Each covenant or agreement herein requiring performance at or after the Closing (together with the covenants set forth in Section 6.05, the “Surviving Covenants”), shall, in each case, expressly survive the Closing. Notwithstanding the foregoing, the limitations set forth in this Section 8.01 shall not apply in the case of Fraud.

(b) The Purchaser acknowledges and agrees that the agreements contained in this Section 8.01 are an integral part of the transactions contemplated by this Agreement and that, without these agreements set forth in this Section 8.01 the Company and the Seller would not enter into this Agreement or otherwise agree to consummate the transactions contemplated hereby.

8.02 Indemnification by the Seller. From and after the Closing, the Purchaser and its Affiliates and their respective officers, directors, employees, agents, attorneys, accountants, representatives, successors and permitted assigns (each, a “Purchaser Indemnified Party”) shall be indemnified and held harmless by the Seller from and against any and all Losses actually incurred by a Purchaser Indemnified Party (including, for the avoidance of doubt, all Losses incurred defending any third party claims that could give rise to an actually incurred indemnifiable Loss to such third party), to the extent directly or indirectly arising out of or resulting from (a) any breach or nonfulfillment of any Surviving Covenant by the Seller, (b) any Excluded Liability, (c) any Pre-Closing Restructuring Taxes or (d) any Transaction Expenses not taken into account in the Preliminary Statement.

8.03 Indemnification by the Purchaser. From and after the Closing, the Seller and its Affiliates and their respective officers, directors, employees, agents, attorneys, accountants, representatives, successors and permitted assigns (each, a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser from and against any and all Losses actually incurred by a Seller Indemnified Party (including, for the avoidance of doubt, all Losses incurred defending any third party claims that could give rise to an actually incurred indemnifiable Loss to such third party), to the extent directly or indirectly arising out of or resulting from (a) any breach or nonfulfillment of any Surviving Covenant by the Purchaser or the Company or (b) any Liability assumed by an Acquired Company as part of the Pre-Closing Restructuring in accordance with Section 6.09.

8.04 Limitation on Indemnification. Notwithstanding anything herein to the contrary:

(a) The indemnification obligations of the Seller with respect to any claims pursuant to Section 8.02(b) or Section 8.02 (c) relating to Taxes in any applicable Tax jurisdiction shall terminate on the date that is the sixtieth (60th) day after the date upon which any liability for such Taxes is barred by the applicable statutes of limitations in the applicable jurisdiction (taking into account any tolling periods or extensions thereof, whether automatic or permissive) (such date, the “Tax Expiration Date”). For the avoidance of doubt, the indemnification obligations under Section 8.02(b) (to the extent not related to Taxes) and Section 8.03(b) shall survive indefinitely.

(b) The amount of any Loss shall be calculated net of any insurance proceeds or payments from a third party, net of direct collection expenses, received by an Indemnified Party on account of such Loss, and net of any Tax Benefits attributable to the Loss giving rise to the applicable indemnification claim actually realized by the Indemnified Party in the Taxable period in which the amount of such Loss is determined, any prior Taxable period, or in the immediately succeeding three (3) Taxable periods. In the event that an insurance or third party recovery is received by an Indemnified Party, or an Indemnified Party actually realizes any Tax Benefits attributable to such Loss in the Taxable period in which the amount of such Loss is determined, in any prior Taxable period, or in the immediately succeeding three (3) Taxable periods, with respect to any Losses for which the Indemnified Party has received an indemnification payment from (or on behalf of) the Indemnifying Party hereunder, then a refund equal to the amount of the recovery (or the amount of such Tax Benefit, if applicable), less the reasonable and documented costs and expenses of obtaining such recovery, shall be paid promptly to the Indemnifying Party. For purposes hereof, “Tax Benefit” means, with respect to any Loss, (x) the net amount of any cash refund received for Taxes previously paid or (y) any reduction in actual liability for Taxes that would have otherwise been paid in cash and that is attributable to such Loss, calculated on a with and without basis. Notwithstanding any other provision of this Section 8.04(b), for purposes of determining whether an Indemnified Party has realized a Tax Benefit attributable to any Loss under the Tax Law of any particular Tax jurisdiction, in no event shall there be taken into account any such Tax Benefit realized by such Indemnified Party after the Tax Expiration Date for such Tax jurisdiction.

(c) The Indemnified Party shall use commercially reasonable efforts to mitigate or otherwise reduce the amount of any Losses that it incurs in connection with any matter with

respect to which it is entitled to be held harmless, indemnified, compensated or reimbursed pursuant to the Article 8, including taking commercially reasonable measures to attempt to recover any insurance proceeds available to offset such Losses under insurance policies maintained by the Indemnified Party (including the R&W Insurance Policy).

(d) Notwithstanding any other provision of this Agreement to the contrary, the Seller will have no obligation to indemnify any Purchaser Indemnified Party from and against any Losses (i) for Taxes of any Person that are attributable to any taxable period (or portion thereof) beginning after the Closing Date, except to the extent such Taxes constitute Excluded Liabilities or Pre-Closing Restructuring Taxes, (ii) that are duplicative of amounts reflected in the final determination of the Purchase Price or the adjustment thereto in accordance with Section 1.05, or (iii) to the extent any net operating loss, capital loss, Tax credit or Tax carryforward attributable to any Pre-Closing Tax Period is available to offset such Losses or Taxes, or (iv) that are attributable to (A) any transaction outside the ordinary course of business entered into by Purchaser or the Acquired Companies on the Closing Date after the Closing (other than in respect of Excluded Liabilities), (B) any financing or refinancing arrangements entered into at any time by or at the direction of the Purchaser or any other transactions entered into by or at the direction of the Purchaser that are not expressly contemplated by any Transaction Document, (C) the unavailability in any Taxable period (or portion hereof) beginning after the Closing Date of any Tax Attribute, or (D) any breach of Section 10.01 by the Purchaser.

(e) Notwithstanding anything in this Agreement to the contrary, the Seller shall not have any liability for any consequential, incidental, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity, diminution of value, or any damages based on any type of multiple, whether based on statute, contract, tort or otherwise, to the extent arising out of or related to the IPO (it being understood and agreed that nothing in this Section 8.04(e) is intended to imply that Seller would otherwise have liability under this Agreement for consequential, incidental, special or indirect damages absent a finding of such liability by a court of competent jurisdiction).

8.05 Notice of Loss; Third-Party Claims.

(a) An Indemnified Party shall give the Indemnifying Party written notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within thirty (30) calendar days of such determination, describing the nature of the claim and all relevant facts and circumstances relating thereto (to the extent then known), including copies of all notices and documents received by the Indemnified Party related thereto, and stating the amount of the Loss, if known, and the method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article 8 except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure.

(b) If an indemnification claim notified pursuant to Section 8.05(a) arises out of any Action, audit, demand or assessment by a third party (each, a “Third-Party Claim”), the Indemnifying Party shall be entitled to participate in the defense of such Third-Party Claim, at its expense, and, if it so elects, to assume and control the defense of such Third-Party Claim at its

expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within thirty (30) calendar days of the receipt of the relevant claim notice from the Indemnified Party; provided, however, that the Indemnifying Party shall not be entitled to control the defense of such Third-Party Claim if such Third-Party Claim (i) is brought by a material customer of the Business or the Purchaser or (ii) seeks injunctive relief. If the Indemnifying Party elects to undertake any such defense against a Third-Party Claim the Indemnified Party may participate in such defense at its own expense; provided, however, that the Indemnifying Party shall be liable for such reasonable legal expenses if (A) the Third-Party Claim relates to or arises in connection with any criminal Action or (B) the Indemnifying Party has failed or is failing to prosecute and defend vigorously the Third-Party Claim. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, without expense (other than reimbursement of reasonable and documented out-of-pocket expenses), on a mutually convenient basis, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party elects to direct the defense of any such claim or proceeding in accordance with this Section 8.05, the Indemnified Party shall not pay, or permit to be paid, any part of such Third-Party Claim unless the Indemnifying Party consents in writing to such payment (which consent shall not be unreasonably withheld, conditioned or delayed) or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third-Party Claim. If the Indemnifying Party elects not to assume the defense of any such claims or proceeding pursuant to this Section 8.05, and the Indemnified Party proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof, and the Indemnifying Party shall have the right to participate in the settlement, or assume or reassume, the defense of such claims or proceeding.

(c) The Indemnified Party shall not settle any matter relating to a Third-Party Claim or make an admission of fact with a comparable effect without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Conversely, in exercising its right of control in accordance with Section 8.05(b), the Indemnifying Party shall not settle a Third-Party Claim or admit a fact with a comparable effect without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed), except if and to the extent (i) such settlement solely requires payment of monetary relief, which the Indemnifying Party agrees to pay in full and (ii) the Indemnifying Party acknowledges its responsibility under this Agreement for the ensuing Losses, or such settlement provides for the unconditional release of the Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim.

(d) If the Indemnifying Party does not assume control of the defense of such claim as provided in this Section 8.05 or, after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to defend diligently such Third-Party Claim, the Indemnified Party shall have the right to defend such Third-Party Claim in such manner as it may deem appropriate at the cost and expense of the Indemnifying Party (other than during any period in which the Indemnified Party shall have failed to give notice of the Third-Party Claim as provided above), and the Indemnifying Party will promptly reimburse the Indemnified Party therefor in

accordance with this Section 8.05; provided that the Indemnifying Party may participate in such defense at its sole expense.

8.06 Escrow. Any payments required to be made to a Purchaser Indemnified Party pursuant to Section 8.02(c) shall, in each case, be made first by resorting to the Escrow Funds (to the extent any Escrow Funds remain in the Escrow Account at the time of such claim), and second, if the remaining Escrow Funds are insufficient to satisfy the entire amount of such payments to be made to such Purchaser Indemnified Party or if the Escrow Funds have already been fully released, then to the Seller, subject, in each case, to the limitations set forth in this Agreement, including Section 8.04. If, upon the resolution of a claim under Section 8.02(c), a Purchaser Indemnified Party is entitled to indemnification from the Escrow Funds, the Purchaser and the Seller shall jointly instruct the Escrow Agent to disburse from the Escrow Funds the amount of indemnification to which such Purchaser Indemnified Party is entitled (or, if less than such amount, the full remainder of the Escrow Funds) to the Purchaser or such Purchaser Indemnified Party.

8.07 Tax Treatment. To the extent permitted by Law, the parties hereto agree to treat all payments made under this Article 8 or under any other indemnity provision contained in this Agreement, and for any misrepresentations or breach of warranties or covenants, as adjustments to the Purchase Price for all Tax purposes.

8.08 Exclusive Remedy. From and after the Closing, (a) this Article 8 shall be the sole and exclusive remedy of the Indemnified Parties (including the Purchaser and the Seller) against the parties hereto in connection with this Agreement and the transactions contemplated hereby, (b) neither the Purchaser nor the Seller shall be liable or responsible in any manner whatsoever (whether for indemnification or otherwise) to any Indemnified Party for a breach of this Agreement or in connection with any of the transactions contemplated by this Agreement except pursuant to the indemnification provisions set forth in this Article 8 and (c) each party hereby waives, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action (i) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or (ii) otherwise relating to the subject matter of this Agreement, in each case, that it may have against the other party hereto under or based upon any applicable Law, except pursuant to the indemnification provisions set forth in this Article 8; provided, however, that nothing in this Section 8.08 shall (A) limit the rights or remedies of, or constitute a waiver of any rights or remedies by, any Person pursuant to (or shall otherwise operate to interfere with the operation of) Section 1.05 or Section 12.17, (B) limit the rights or remedies of, or constitute a waiver of any rights or remedies by, any Person pursuant to the Transition Services Agreement or (C) limit any claims based on Fraud.

ARTICLE 9

TERMINATION

9.01 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by the mutual written consent of the Purchaser and the Seller;

(b) by the Purchaser, if there has been a material violation or breach by the Seller or the Company of any covenant, representation or warranty contained in this Agreement in a manner that the closing condition set forth in Section 2.01(a) or Section 2.01(b) would not be satisfied, and, if capable of being cured, shall not have been cured by the Seller or the Company, as applicable, prior to the earlier of (i) fifteen (15) Business Days after receipt by the Seller of written notice thereof from the Purchaser and (ii) the End Date; provided that the right to terminate this Agreement pursuant to this Section 9.01(b) shall not be available to the Purchaser at any time that the Purchaser has violated, or is in breach of, any covenant, representation or warranty hereunder in a manner that at such time the closing condition set forth in Section 2.02(a) or Section 2.02(b) would not be satisfied;

(c) by the Seller, if there has been a material violation or breach by the Purchaser of any covenant, representation or warranty contained in this Agreement in a manner that the closing condition set forth in Section 2.02(a) or Section 2.02(b) would not be satisfied, and, if capable of being cured, shall not have been cured by the Purchaser prior to the earlier of (i) fifteen (15) Business Days after receipt by the Purchaser of written notice thereof from the Seller and (ii) the End Date; provided that the right to terminate this Agreement pursuant to this Section 9.01(c) shall not be available to the Seller at any time that the Seller or the Company has violated, or is in breach of, any covenant, representation or warranty hereunder in a manner that at such time the closing condition set forth in Section 2.01(a) or Section 2.01(b) would not be satisfied;

(d) by the Purchaser, if the transactions contemplated by this Agreement have not been consummated on or before 11:59pm on December 31, 2020 (as such date may be extended pursuant to this Section 9.01(d), the “End Date”); provided that the Purchaser shall not be entitled to terminate this Agreement pursuant to this Section 9.01(d) if the Purchaser’s breach of this Agreement has prevented the consummation of the transactions contemplated hereby by such date; provided, however, if three (3) Business Days prior to the End Date, all of the conditions to Closing contained in Article 2 have been satisfied other than one or more of the closing conditions set forth in Section 2.01(d), Section 2.01(e), Section 2.02(d) and Section 2.02(e) (collectively, the “Regulatory Closing Conditions”) (and other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but which would be satisfied if the Closing were to occur on the End Date), then either the Purchaser or the Seller may, by written notice to the other party delivered prior to the receipt of a valid notice of termination from such other party, extend the End Date until April 30, 2021 in order to provide additional time for such Regulatory Closing Conditions to be satisfied; or

(e) by the Seller, if the transactions contemplated by this Agreement have not been consummated on or before the End Date; provided that the Seller shall not be entitled to terminate this Agreement pursuant to this Section 9.01(e) if the Seller’s or the Company’s breach of this Agreement has prevented the consummation of the transactions contemplated hereby by such date.

9.02 Effect of Termination. In the event of any valid termination of this Agreement by the Purchaser or the Seller as provided in Section 9.01, (a) this Agreement shall forthwith become void and of no further force or effect (except that this Section 9.02, Section 10.05, Section 10.09, Article 11 and Article 12 shall survive the termination of this Agreement and

shall be enforceable by the parties hereto), and (b) absent an intentional (in the sense that such action was both intentional and known, or should have been known, to be a violation of this Agreement) breach of this Agreement prior to such termination, for which the breaching party shall not be relieved of any liability therefor, there shall be no liability or obligation on the part of the Purchaser, the Seller or the Company to any other party hereto with respect to this Agreement; provided that, notwithstanding clause (b) of this Section 9.02, liability may exist for breach of, or otherwise with respect to, the provisions of this Agreement specified in the parenthetical contained in clause (a) of this Section 9.02.

ARTICLE 10

ADDITIONAL COVENANTS

10.01 Tax Matters. The provisions of this Section 10.01 shall govern the allocation of responsibility as between the Purchaser and the Acquired Companies, on the one hand, and the Seller, on the other hand, for certain Tax matters following the Closing:

(a) Responsibility for Filing Pre-Closing Tax Returns. The Seller shall, at Purchaser’s sole expense, prepare and timely file, or cause to be prepared and timely filed, all Income Tax Returns for the Acquired Companies for Pre-Closing Tax Periods (other than Straddle Periods, which are governed by Section 10.01(b) hereof) that are filed or are required to be filed after the Closing Date (the “Seller Prepared Tax Returns”). All such Seller Prepared Tax Returns shall be prepared in a manner that is consistent with the past customs, practices and accounting methods of the Acquired Companies; provided that the positions taken on any such Seller Prepared Tax Returns shall be supported by at least a “more likely than not” position under applicable Law. The Company shall make a timely and proper election pursuant to Treasury Regulation Section 1.1502-95(c) to apportion fifty percent (50%) of the consolidated Section 382 limitation, and each element thereof (the value element, the adjustment element and the net unrealized built-in gain) (as such terms are used in the applicable Treasury Regulations and the Code) of the affiliated group parented by the Company, to the U.S. Retained Companies (with the remaining portion of such Section 382 limitation and each element thereof being retained by the Company and its affiliated group (as such group is comprised after the completion of the Pre-Closing Restructuring)). The Seller shall provide to the Purchaser drafts of each such Seller Prepared Tax Return at least twenty-five (25) days prior to the filing thereof. The Purchaser shall be entitled to comment on such Seller Prepared Tax Returns and request reasonable revisions. The Purchaser and the Seller shall cooperate in good faith to resolve any dispute regarding the Purchaser’s comments to any such Seller Prepared Tax Return; provided, however, that if the Purchaser and the Seller are unable to resolve any dispute prior to the due date of such Seller Prepared Tax Return, such Seller Prepared Tax Return shall be timely filed as determined by the Purchaser and such unresolved dispute shall be submitted for final and binding resolution to the Dispute Resolution Auditor (and such Seller Prepared Tax Return shall be amended in accordance therewith, if necessary). Subject to the provisions of this Agreement, the Purchaser shall, or shall cause the Company to timely pay (or cause to be timely paid) all Taxes reflected as due on the Seller Prepared Tax Returns. Without limiting, and in accordance with, Section 10.01(i), the Seller shall make such elections and take such actions as are necessary and available under applicable Tax Law so that, for U.S. federal and state income tax purposes, the Taxable year of the Company shall close on the Closing Date. The Seller shall prepare and file such Seller Prepared Tax Returns: (i) to reflect a close of the

Company’s taxable year on the Closing Date pursuant to Treasury Regulations Section 1.1502-76(c), (ii) subject to item (iv) below, to the extent supported by at least a “more likely than not” position to allocate all Company items that are economically borne by Seller and accruing on the Closing Date to the Company’s taxable period ending on the Closing Date pursuant to Treasury Regulation Section 1.1502-76(b)(1)(ii)(A)(1) (and not pursuant to the “next day” rule under Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or pursuant to the ratable allocation method under Treasury Regulation Section 1.1502-76(b)(2)(ii) or 1.1502-76(b)(2)(iii)), (iii) to not elect to waive any carryback of net operating losses under Section 172(b)(3) of the Code (or any analogous or similar state, local, or non-U.S. Law) on any Tax Return to the extent such net operating losses arose in a Pre-Closing Tax Period, and (iv) to the extent supported by at least a “more likely than not” position, to deduct the Transaction Tax Deductions in the Tax period that ends on the Closing Date; provided that, in connection with the foregoing, the Seller shall cause the Acquired Companies to make an election under Revenue Procedure 2011-29, 2011-18 IRB, to treat 70% of any success-based fees that were economically borne or paid by or on behalf of the Acquired Companies as deductible in the Taxable period of the Company that ends on the Closing Date for U.S. federal and other applicable income tax purposes.

(b) Responsibility for Filing Straddle Period and Other Tax Returns. The Purchaser shall, (i) at the Purchaser’s sole expense, prepare and timely file, or cause to be prepared and timely filed, all Tax Returns for the Acquired Companies for any Tax period that includes (but does not end on) the Closing Date (a “Straddle Period”), and (ii) at the Purchaser’s sole expense, prepare and timely file, or cause to be prepared and timely filed, all non-Income Tax Returns for the Acquired Companies for Pre-Closing Tax Periods, in each case that are filed or are required to be filed after the Closing Date (collectively, the “Purchaser Prepared Tax Returns”). All such Purchaser Prepared Tax Returns shall be prepared in a manner that is consistent with the past customs, practices and accounting methods of the Acquired Companies; provided that the positions taken on such Purchaser Prepared Tax Returns shall be supported by at least a “more likely than not” position under applicable Law. The Purchaser shall provide to the Seller drafts of each such Purchaser Prepared Tax Return that relates to Excluded Liabilities or Pre-Closing Restructuring Taxes at least twenty-five (25) days prior to the filing thereof. The Seller shall be entitled to review and comment and request reasonable revisions. The Purchaser and the Seller shall cooperate in good faith to resolve any dispute regarding the Seller’s comments to any such Purchaser Prepared Tax Return; provided, however, that if the Purchaser and the Seller are unable to resolve any dispute prior to the due date of such Purchaser Prepared Tax Return, such Purchaser Prepared Tax Return shall be timely filed as prepared by Purchaser and such unresolved dispute shall be submitted for final and binding resolution to the Dispute Resolution Auditor (and such Purchaser Prepared Tax Return shall be amended in accordance therewith, if necessary).

(i) Any (x) refund of Taxes received in cash (or credit elected in lieu thereof actually realized) by the Purchaser or its Affiliates (including the Acquired Companies) that is attributable to a Pre-Closing Tax Period (other than any Tax refund (or credit elected in lieu thereof) attributable to a loss in any Tax period beginning after the Closing Date or the post-Closing portion of any Straddle Period that is carried back to a Pre-Closing Tax Period) (a “Tax Refund”), or (y) Tax Benefit Amount, shall be for the account of the Seller but only to the extent that (A) such refund (or credit elected in lieu

thereof) was not taken into account in determining Final Indebtedness, Final Net Working Capital, or Final Transaction Expenses and (B) such Tax Refund or Tax Benefit Amount is received or actually realized under the Tax Law of any particular Tax jurisdiction by the Purchaser or its Affiliates (including the Acquired Companies) prior to the Tax Expiration Date for such Tax jurisdiction. In the case of any Straddle Period, the amount of Tax Refunds or any Tax Benefit Amount for the account of the Seller pursuant to this Section 10.01(c) shall be determined in the same manner as if the relevant Tax period ended on the Closing Date pursuant to Section 10.01(d).

(ii) The Purchaser shall use commercially reasonable efforts to cause the Acquired Companies, or relevant entity, to pursue, obtain and expedite the receipt and realization of any Tax Refund or Tax Benefit Amount which the Acquired Companies are entitled to under applicable Law and which is payable to Seller pursuant to Section 10.01(c)(i) as soon as reasonably practicable after the Closing Date. The Purchaser shall not, and shall cause the Acquired Companies, and any Affiliate thereof, not to, forfeit, or fail to collect any Tax Refund or Tax Benefit Amount, whether through any election to waive any carryback of a net operating loss or otherwise. To the extent permitted by applicable Law, the Purchaser and its Affiliates (including the Acquired Companies) shall have the applicable Governmental Authority that issues any Tax credit that is a Tax Refund, in lieu of such Tax credit, issue a cash refund.

(iii) Subject Section 10.01(c)(i), within ten (10) Business Days after the Purchaser or any of its Affiliates (including the Acquired Companies) (A) receives any Tax Refund or (B) realizes or files a Tax Return reflecting a reduction in Taxes otherwise payable as a result of a Tax Benefit Amount, the Purchaser shall deliver and pay over to the Seller by wire transfer of immediately available funds, such Tax Refund or Tax Benefit Amount, net of any reasonable unreimbursed expenses incurred by the Purchaser or its Affiliates (including the Acquired Companies) in obtaining such Tax Refund or Tax Benefit Amount.

(d) Straddle Allocation. For the purposes of this Agreement, in the case of any Straddle Period, (i) the amount of any Taxes based on or measured by income, gains, receipts, sales or payroll of the Acquired Companies for any portion of the Tax period ending on the Closing Date shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Acquired Companies hold a beneficial interest shall be deemed to terminate at such time), provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period; and (ii) the amount of other Taxes of the Acquired Companies for a Straddle Period that relates to the portion of the taxable period ending on the Closing Date shall be deemed to be the amount of such Tax for the Straddle Period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

(e) Cooperation. The Purchaser and the Seller shall provide the other party with such assistance as may be reasonably requested in connection with the preparation or review

of any Tax Return or any audit, litigation or other examination by any taxing authority or judicial or administrative proceeding relating to Taxes with respect to the Acquired Companies. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding or any tax planning and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

(f) Transfer Taxes. Any stamp tax, stock transfer tax, transfer, documentary, sales, use, registration and real property transfer or gains tax, excise tax, or other similar Tax imposed on any of the parties as a result of the transactions contemplated by this Agreement (collectively, “Transfer Taxes”), and any penalties, interest or additions to Tax with respect to the Transfer Taxes, shall be borne 50% by the Purchaser and 50% by the Seller; provided that any Transfer Taxes resulting from the Pre-Closing Restructuring shall be borne entirely by the Seller. The Purchaser and the Seller agree to cooperate in the filing of any returns that are required by law to be filed with respect to the Transfer Taxes, including promptly supplying any information in their possession that is reasonably necessary to complete such returns.

(g) Intermediary Transaction Tax Shelter. The Purchaser shall not take any action with respect to the Acquired Companies that would cause the transactions contemplated by this Agreement to constitute part of a transaction that is the same as, or substantially similar to, the “Intermediary Transaction Tax Shelter” described in Internal Revenue Service Notices 2001-16 and 2008-111.

(h) No Section 338 or 336 Election. Neither the Purchaser nor any of its Affiliates shall make any election under Code Section 338 (or any similar provision under state, local, or non-U.S. Tax Law) with respect to the acquisition of the Acquired Companies. Neither the Seller nor any of its Affiliates shall make any election under Code Section 336 or 338 (or any similar provision under state, local, or non-U.S. Tax Law) with respect to the transactions contemplated by this Agreement.

(i) Tax Year. The parties intend that the transactions contemplated hereby are structured in a manner that causes the Tax year of the Company (and its Subsidiaries that are members of the consolidated group of which the Company is the common parent for U.S. federal income tax purposes) to end on and include the Closing Date for U.S. federal income tax purposes and state income tax purposes, if applicable (and the Purchaser shall take such commercially reasonable steps that are reasonably necessary and permitted by applicable Law to effectuate this result, including by including the Company in its affiliated group for U.S. federal income tax purposes and state income tax purposes, if applicable).

(j) Post-Closing Tax Actions. The Purchaser shall not, and shall cause the Acquired Companies (and any Affiliates of the foregoing) to not, (i) except to the extent otherwise required by Law, file, amend or otherwise modify a Tax Return of or including any (A) Acquired Company for a Pre-Closing Tax Period or (B) Retained Company, in each case other than a Seller Prepared Tax Return in accordance with Section 10.01(a) or a Purchaser Prepared Tax Return in accordance with Section 10.01(b); (ii) extend or waive, or cause to be extended or waived, the applicable statute of limitations (or other period for the assessment of any Tax or deficiency) with respect to a Tax or Tax Return of or including any (A) Acquired Company for a Pre-Closing Tax

Period (other than a Straddle Period) or (B) Retained Company; (iii) except to the extent otherwise required by Law, file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of or including any (A) Acquired Company for a Pre-Closing Tax Period or (B) Retained Company; (iv) voluntarily approach any taxing authority regarding any Tax or Tax Returns of or including any (A) Acquired Company for a Pre-Closing Tax Period that relate to Excluded Liabilities or Pre-Closing Restructuring Taxes or (B) Retained Company; or (v) except to the extent otherwise required by Law, make or change any Tax election or accounting method that has effect with respect to any (A) Acquired Company for a Pre-Closing Tax Period (other than a Straddle Period) or (B) Retained Company, in each case if taking such action contemplated in items (i) through (v) above would reasonably be expected to result in a Liability for which Seller would be required to indemnify a Purchaser Indemnified Party pursuant to Section 8.02 or an additional Tax Liability imposed on the Seller (assuming solely for this purpose that the Seller is a U.S. individual or U.S. corporation resident in New York City) or the Retained Companies, without the prior written consent of the Seller (such consent not to be unreasonable withheld, conditioned, or delayed).

(k) Control of Audits. After the Closing Date and until the termination of Seller’s obligation pursuant to Section 8.04(a) to provide indemnification with respect to the Tax matter to which such audit, claim or administrative or judicial proceeding relates, except as set forth in this Section 10.01(k), the Purchaser shall (i) promptly notify Seller of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund that relates to Excluded Liabilities or Pre-Closing Restructuring Taxes or is reasonably expected to affect any Tax Liability of the Seller (assuming solely for this purpose that the Seller is a U.S. individual or U.S. corporation resident in New York City) or of any Retained Company or reduce the amount of any Tax Refund or Tax Benefit Amount (each, a “Contest”) and (ii) control, at its sole expense, the conduct, through counsel of its own choosing, of such Contest. Notwithstanding anything to the contrary in this Section 10.01(k):

(i) In the case of a Contest that is not reasonably expected to result in a material amount of Taxes that are not Excluded Liabilities or Pre-Closing Restructuring Taxes, the Seller (or its designated Affiliate) shall have the right, at its own expense, to control the conduct of such Contest, but the Purchaser shall have the right to participate in (but not control) such Contest at its own expense, and the Seller shall not settle, compromise or concede any such Contest that could reasonably be expected to materially affect the Tax liability of the Acquired Companies for any taxable period (or portion thereof) beginning after the Closing Date without the written consent of the Purchaser, which shall not be unreasonably withheld, delayed, or conditioned; provided that if the Seller (or its designated Affiliate) elects not to control the conduct of such Contest (which shall be deemed to be the case if Seller has not notified the Purchaser in writing of its intention to control such Contest within 30 days of having been informed in writing of such Contest by the Purchaser), the Purchaser shall control such Contest and the Seller (or its designated Affiliate) shall have the right to participate in such Contest at its own expense, and Purchaser and its Affiliates shall not settle, compromise or concede any such Contest without the written consent of the Seller, which shall not be unreasonably withheld, delayed, or conditioned.

(ii) In the case of a Contest that is reasonably be expected to result in a material amount of both (i) Excluded Liabilities or Pre-Closing Restructuring Taxes (or Tax liabilities of the Seller (assuming solely for this purpose that the Seller is a U.S. individual or U.S. corporation resident in New York City) or of any Retained Company) and (ii) Taxes that are not Excluded Liabilities or Pre-Closing Restructuring Taxes, the Seller and the Purchaser shall each, at their own expense, have the right to jointly control such Contest, and neither the Seller and nor the Purchaser shall settle, compromise or concede any such Contest without the written consent of the other party, which shall not be unreasonably withheld, delayed, or conditioned; provided that if the Seller or the Purchaser (or their respective designated Affiliate) elects not to jointly control the conduct of such Contest (which shall be deemed to be the case if the Seller or the Purchaser, as applicable, has not notified the other party in writing of its intention to jointly control such Contest within 30 days of having been informed in writing of such Contest) (any such election to not jointly control, a “No Control Election”), the party that has not made a No Control Election (or its designated Affiliate) shall control such Contest, and the party that has made a No Control Election (or its designated Affiliate) shall have the right to participate in such Contest at its own expense, and the party that has not made a No Control Election (and its Affiliates) shall not settle, compromise or concede any such Contest without the written consent of the party that has made a No Control Election, which consent shall not be unreasonably withheld, delayed, or conditioned.

(iii) In the case of any other Contest reasonably expected to affect (but not materially) any Tax liability of the Seller (assuming solely for this purpose that the Seller is a U.S. individual or U.S. corporation resident in New York City) or of any Retained Company or reduce (but not materially) the amount of any Tax Refund or Tax Benefit Amount, the Seller shall have the right to participate in (but not control) such Contest at its own expense.

The provisions of this Section 10.01(k), and not Section 8.05, shall govern any Contest. Notwithstanding any other provision of this Section 10.01(k), in no case shall Seller (or its designated Affiliate) have any control, participation, consent or other rights with respect to a Contest at any time after the termination of Seller’s obligation pursuant to Section 8.04(a) to provide indemnification with respect to the Tax matter to which such Contest relates.

(l) Tax Sharing Agreements. All Tax allocation, Tax sharing and Tax indemnification agreements of any Acquired Company shall be terminated as of the Closing Date (other than any such agreement entered into in the ordinary course of business, the primary of purpose of which does not relate to Taxes) and, after the Closing Date, the Acquired Companies shall not be bound thereby or have any liability thereunder.

10.02 Regulatory Filings and Consents.

(a) Each of the parties hereto shall use commercially reasonable efforts to take or cause to be taken all actions and do or cause to be done all things that are necessary, proper or advisable to obtain all consents and approvals required by such filings and submissions and to cause the applicable expiration or termination of any waiting periods or approvals contemplated by the HSR Act. Each of the parties hereto shall (i) make or cause to be made all filings and

submissions required under the HSR Act no later than within five (5) Business Days after the date hereof and (ii) file or cause to be filed the declaration with the Committee on Foreign Investment in the United States (“CFIUS”) substantially in the form previously agreed by the parties on the date hereof (it being understood that Section 8 thereof is in final form). The Purchaser shall pay all filing fees for the filings and submissions by all parties required under the HSR Act applicable to the parties for the consummation of the transactions contemplated herein.

(b) Without limiting the foregoing, the Purchaser’s “commercially reasonable efforts” shall include entering into any agreement to hold separate, divest, license or otherwise dispose of such portion of the business, or such products and assets, of the Purchaser or its Affiliates as may be necessary to obtain the agreement of any Governmental Authority not to seek an injunction against or otherwise oppose the transactions contemplated hereby, on such terms as may be required by such Governmental Authority; provided that nothing in this Section 10.02(b) shall require the Purchaser to take any action that would have a material adverse effect (as such term is interpreted under Delaware law) on the Purchaser’s business. If suit or other action is threatened or instituted by any Governmental Authority challenging the validity or legality of, or seeking to restrain the consummation of, the transactions contemplated by this Agreement, the parties shall use commercially reasonable efforts to avoid, resist, resolve or, if necessary, defend such suit or action.

(c) In furtherance of Section 10.02(a), each of the parties hereto shall (i) respond as promptly as reasonably practicable to any inquiries or requests received from any Governmental Authority for additional information or documentation, and (ii) use commercially reasonable efforts to cause the applicable waiting periods or other requirements under the HSR Act to terminate, expire or otherwise be satisfied at the earliest reasonably practicable date and in any event by the End Date. Each party hereto shall (A) promptly notify the other parties of any written communication to such party or its Affiliates from any Governmental Authority and, subject to applicable Law, permit the other parties hereto to review in advance any proposed written communication to any of the foregoing (and consider in good faith the views of such other parties in connection therewith); (B) not participate, or permit its Affiliates to participate, in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other parties hereto in advance and, to the extent permitted by such Governmental Authority, gives such other parties the opportunity to attend and participate thereat; and (C) furnish the other parties hereto with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective representatives on the one hand, and any Governmental Authority or members of its staff on the other hand, with respect to this Agreement; provided, however, that materials may be redacted to remove references concerning valuation, as necessary to comply with contractual arrangement and as necessary to address reasonable privileged concerns.

(d) The Purchaser shall not, nor shall it permit TELUS International (Cda) Inc. or any other Subsidiary of TELUS International (Cda) Inc. to, acquire or agree to acquire any rights, assets, business, person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), if such acquisition would reasonably be expected to materially delay or materially and adversely affect the Seller’s or the Purchaser’s ability to: (i) obtain the timely expiration or termination of the waiting periods under the HSR Act or (ii) avoid the entry of, the

commencement of Action seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby prior to the End Date.

10.03 Escrow Account.

(a) Subject to the provisions of this Agreement, within five (5) Business Days following the First Escrow Release Date, the Purchaser and the Seller shall instruct the Escrow Agent to release for the benefit of the Seller an amount equal to the remainder, if any, of the First Release Amount; provided, however, that if written notice regarding a claim for indemnification pursuant to Section 8.02(c) is delivered by a Purchaser Indemnified Party to the Seller in accordance with this Agreement prior to the First Escrow Release Date, then a portion of the First Release Amount sufficient to cover the claimed Losses shall be retained in the Escrow Account and the Purchaser and the Seller shall instruct the Escrow Agent to release for the benefit of the Seller only such portion of the First Release Amount (if any) that is not reasonably necessary to satisfy such claimed Losses relating to such written notice until final resolution (including expiration of any deadline to file an appeal or other legal remedy, if applicable) of the specific matter to which such written claim relates; provided that, within five (5) Business Days of the final resolution of any such claims, if any, the Purchaser and the Seller shall instruct the Escrow Agent to release the portion of the First Release Amount reserved in respect of such claim in the manner set forth in such final resolution.

(b) Subject to the provisions of this Agreement, within five (5) Business Days following the Final Escrow Release Date, the Purchaser and the Seller shall instruct the Escrow Agent to release for the benefit of the Seller the remainder, if any, of the Escrow Funds; provided, however, that if written notice regarding a claim for indemnification pursuant to Section 8.02(c) is delivered by a Purchaser Indemnified Party to the Seller in accordance with this Agreement prior to the Final Escrow Release Date, then a portion of the Escrow Funds sufficient to cover the claimed Losses shall be retained in the Escrow Account and the Purchaser and the Seller shall instruct the Escrow Agent to release for the benefit of the Seller only such portion of the remaining Escrow Funds that is not reasonably necessary to satisfy such claimed Losses relating to such written notice until final resolution (including expiration of any deadline to file an appeal or other legal remedy, if applicable) of the specific matter to which such written claim relates; provided that, within five (5) Business Days of the final resolution of any such claims, if any, the Purchaser and the Seller shall instruct the Escrow Agent to release for the portion of the Escrow Funds reserved in respect of such claim in the manner set forth in such final resolution.

(c) If there is an Excess Amount, the Purchaser may elect to demand payment of such Excess Amount from the Escrow Funds, in which case the Purchaser and the Seller shall, within five (5) Business Days of such election, jointly instruct the Escrow Agent to release an amount equal to the Excess Amount (or, if less than the Excess Amount, the remainder of the Escrow Funds) to the Purchaser.

10.04 Commercially Reasonable Efforts. Subject to the terms of this Agreement (including the limitations set forth in this Section 10.04), and without limiting the provisions of Section 10.01(i), (a) each of the Purchaser, the Company and the Seller shall use its commercially reasonable efforts to cause the conditions to the other parties’ obligations to consummate the

Closing to be satisfied and for the Closing to occur as promptly as reasonably practicable, and no party shall take any action designed to prevent, impede or materially delay the Closing and (b) the Purchaser shall not, and shall not permit any of its Affiliates to, enter into any agreement or arrangement that is reasonably likely to prevent or materially delay the consummation of the transactions contemplated by this Agreement.

10.05 Confidentiality. The Purchaser acknowledges that it remains bound by the confidentiality agreement, dated June 19, 2020, by and between Baring Private Equity Asia Private Limited and Lionbridge Technologies, Inc. (the “Confidentiality Agreement”); provided that the Confidentiality Agreement shall automatically terminate, solely as it relates to the Business, concurrently with the consummation of the Closing. Additionally, the Confidentiality Agreement shall survive any termination of this Agreement for a period of 24 months following the date of such termination (and, notwithstanding anything contained in this Agreement or the Confidentiality Agreement to the contrary, the Confidentiality Agreement term shall be automatically amended to be extended accordingly); provided that, notwithstanding the foregoing, the Purchaser shall continue to remain subject to the confidentiality and limitation of use provisions of the Confidentiality Agreement with respect to any retained Evaluation Material (as defined in the Confidentiality Agreement) in accordance with the terms of the Confidentiality Agreement (prior to giving effect to any amendment by this Section 10.05).

10.06 Further Assurances; Wrong Pockets.

(a) Following the Closing, from time to time, as and when requested by any party hereto and at such party’s expense, any other party shall execute and deliver, or cause to be executed and delivered by its relevant Affiliates, all such documents and instruments and shall take, or cause to be taken by its relevant Affiliates, all such further or other actions as such requesting party may reasonably deem necessary or desirable to evidence and effectuate the transactions contemplated by this Agreement.

(b) The parties acknowledge and agree that the Acquired Companies may come into possession of certain assets, properties or rights that are not related to the Business (the “Other Assets”) as a result of the Pre-Closing Restructuring or otherwise. If, following the Closing, either party reasonably determines that Other Assets were transferred to or are held by the Acquired Companies, the parties agree to cooperate to transfer to the Seller or its designated Affiliate such Other Assets as promptly as practicable without the payment of consideration (except that, if and to the extent any Other Asset was included in the determination of the Net Working Capital or the Final Cash, the amount included therein for such Other Asset shall be paid in consideration of such transfer). The parties further acknowledge and agree that certain assets of the Seller or its Affiliates (other than the Acquired Companies) related to the Business (the “Other Business Assets” and together with the Other Assets, the “Misplaced Assets”) may inadvertently not be transferred to the Acquired Companies in connection with the Pre-Closing Restructuring. If, following the Closing, either party reasonably determines that Other Business Assets were not transferred to the Acquired Companies, the parties agree to cooperate to transfer such Other Business Assets to the Company or other designated Affiliate of the Purchaser as promptly as practicable without the payment of any further consideration (except that, if and to the extent any Other Business Asset was included in the determination of the Net Working Capital or the Final Indebtedness, the amount included therein for such Other Business Asset shall be paid in consideration of such

transfer). Without limiting the generality of the foregoing, with respect to any Misplaced Asset, the parties shall, and shall cause their respective Affiliates to, (i) execute all such agreements, deeds or other documents as may be necessary for the purposes of transferring, assigning and conveying such Misplaced Assets (or part thereof) or the relevant interests in them to the other party, (ii) obtain all consents from Persons necessary or appropriate for the purposes of transferring, assigning, and conveying such Misplaced Assets (or part thereof) or the relevant interests in them to the other party, (iii) complete all such further acts or things as the other party may reasonably direct in order to transfer, assign, and convey such Misplaced Assets (or parts thereof) or the relevant interests in them to the other party, (iv) hold such Misplaced Assets (or part thereof), or relevant interest in such Misplaced Assets, in trust for the other party (to the extent permitted by applicable Law) until such time as the transfer is validly effected to vest the asset (or part thereof) or relevant interest in the Misplaced Asset to the other party, and (v) until such time as such Misplaced Asset is transferred to the appropriate party, comply with all applicable covenants and obligations with respect to any such Misplaced Assets held by it, including the payment of any costs and expenses in connection therewith, which shall be performed by such party or its applicable Affiliate for the other party’s account and such other party shall promptly reimburse such party for any such out-of-pocket costs, expenses or payments.

(c) To the extent that, after the Closing Date, (i) the Purchaser or any of its Affiliates (including the Acquired Companies) receives any payment, mail or instrument that is for the account of the Seller or any of its Affiliates (excluding the Acquired Companies) according to the terms of this Agreement, the Purchaser shall promptly deliver such amount, mail or instrument to the Seller or one of its Affiliates designated by the Seller, and (ii) the Seller or any of its Affiliates (excluding the Acquired Companies) receives any payment, mail or instrument that is for the account of the Purchaser or any of its Affiliates (including the Acquired Companies) according to the terms of this Agreement, the Seller shall promptly deliver such amount, mail or instrument to the Purchaser or one of its Affiliates designated by the Purchaser, (iii) the Purchaser or any of its Affiliates (including the Acquired Companies) inadvertently pays off an account payable or other undisputed Liability that is an Excluded Liability, then the Seller shall, or shall cause one of its Affiliates to, promptly reimburse the Purchaser or its designated Affiliate for such payment or (iv) the Seller or any of its Affiliates (excluding the Acquired Companies) inadvertently pays off a an account payable or other undisputed Liability of an Acquired Company, then the Purchaser shall, or shall cause one of its Affiliates to, promptly reimburse the Seller or its designated Affiliate for such payment; provided that any reimbursement of a material Liability shall be subject to the provisions of Article 8. All amounts due and payable under this Section 10.06(c) shall be due and payable by the paying party in immediately available funds, by wire transfer to the account designated in writing by the receiving party, and net of applicable Taxes.

(d) If, after the Closing, the Purchaser identifies an employee of a Retained Company who (i) was exclusively or primarily engaged in the Business prior to the Closing or the date hereof, (ii) was critical to the operation of the Business (as reasonably determined by the Purchaser following consultation with the Seller), (iii) cannot readily be replaced with a new hire (as reasonably determined by the Purchaser following consultation with the Seller) and (iv) is not critical to the operation of the Seller Business (as reasonably determined by the Seller following consultation with the Purchaser), then the Purchaser and the Seller shall, and shall cause their Affiliates to, use commercially reasonable efforts to arrange for the prompt transfer the

employment of such employee to the Purchaser or one of its Affiliates; provided that, for the avoidance of doubt, the foregoing shall not apply to any Out-of-Scope Employee listed on Schedule 11.01 or any member of the executive management team of Lionbridge Technologies, Inc.

10.07 Restrictive Covenants.

(a) From and after the Closing and until the fifth (5th) anniversary of the Closing Date, the Seller shall, and shall cause its Subsidiaries to, maintain in confidence and not disclose any confidential information concerning the Acquired Companies and the Businesses that they may remain in their possession, other than substantially similar information maintained by the Seller in connection with the Seller Business. During the period from the Closing until the fifth (5th) anniversary of the Closing Date, the Purchaser shall, and shall cause its Subsidiaries (including the Acquired Companies) to, maintain in confidence and not disclose any confidential information concerning the Seller, its Subsidiaries (other than the Acquired Companies) and their respective businesses that they may remain in their possession. Notwithstanding the foregoing, this Section 10.07(a) shall not apply to any information which (i) is or becomes generally available to the public other than as a result of a disclosure by a party in violation of this Agreement or any other confidentiality obligation to which any of them is bound or (ii) is obtained by a party on a non-confidential basis from a third-party that, to such party’s knowledge, was not legally or contractually restricted from disclosing such information. In the event that a party is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process or other applicable Law or the rules of any public securities exchange) to disclose any confidential information subject to this Section 10.07(a), such Person may disclose such confidential information provided that, to the extent permitted to do so by applicable Law, such party shall notify the other party promptly of the request or requirement so that the other party may seek, at its expense, an appropriate protective order or waive compliance with the provisions of this Section 10.07(a). If, in the absence of a protective order or the receipt of a waiver hereunder, any party is compelled to disclose any confidential information to any Governmental Authority, such party may disclose confidential information to the Governmental Authority to the extent required; provided that such party shall cooperate with the other party, at the request and expense of the other party, if the other party determines to seek an order or other assurance that confidential treatment shall be accorded to such portion of the confidential information required to be disclosed.

(b) From and after the Closing and until the third (3rd) anniversary of the Closing Date, (i) the Seller shall not, and shall cause the Lionbridge Group not to, solicit or recruit to employ any senior executive of the Acquired Companies as of the Closing Date, or cause or induce (or communicate with for the purposes of causing) any such senior executive to leave such employment and (ii) the Purchaser shall not, and shall cause its Subsidiaries (including the Acquired Companies) not to, solicit or recruit to employ any senior executive of the Seller or its Subsidiaries (excluding the Acquired Companies) as of the Closing Date, or cause or induce (or communicate with for the purposes of causing) any such senior executive to leave such employment; provided that the foregoing restrictions shall not prohibit (x) any inadvertent solicitation of any such senior executive pursuant to or as a result of any public advertisement or posting or other form of general solicitation that is not directed at any such senior executive, (y) any solicitation or hiring of any such senior executive from and after the six (6) month anniversary

of his or her voluntary or involuntary termination of employment with the Acquired Companies, the Seller or the Seller’s Subsidiaries, as applicable, or (z) any inadvertent solicitation of any such senior executive through the use of a professional search firm or other employment agency that has not been instructed to contact such senior executive.

(c) From and after the Closing and until the third (3rd) anniversary of the Closing Date, the Seller shall not, and shall cause the Lionbridge Group not to, directly or indirectly through or on behalf of any other Person, compete with the Business (as conducted in the 12 months prior to the Closing) anywhere in the world, or have a business or financial interest in any Person engaged in the Business as an owner or in any other capacity; provided that the foregoing restrictions shall not (i) prohibit a record or beneficial ownership interest in 5% or less of any outstanding publicly traded capital stock of any Person or (ii) apply to the use of machine translation or any artificial intelligence engines for or related to translation internally in the Seller Business or any services provided to customers by the Seller related to the customer’s use of machine translation or other artificial intelligence engines for or related generally to language translation (provided that the exception set forth in this clause (ii) shall be limited solely to the operation of the Seller Business as conducted on the date hereof). Further, nothing in this subsection is intended to limit the right of any of the Seller’s customers to use any work product created by Seller as determined by the applicable customer, as long as Seller itself has not violated the terms of this subsection.

(d) Notwithstanding anything to the contrary in this Agreement, nothing in Section 10.07(c) shall preclude the Seller or any Subsidiary thereof from engaging in any manner in any business activity that would otherwise violate Section 10.07(c) that is acquired from any unaffiliated Person after the Closing Date (an “After-Acquired Business”) or is carried on by any currently unaffiliated Person that is acquired by or combined with the Seller or any of its Subsidiaries after the Closing Date (an “After-Acquired Company”), so long as the Seller or its applicable Subsidiary signs a definitive agreement to dispose of the relevant competing portion of such After-Acquired Business or the After-Acquired Company as soon as reasonably practicable and in no event later than 12 months following the acquisition of the relevant After-Acquired Business or After-Acquired Company, as applicable, and consummates such disposition no later than 18 months after the relevant acquisition. Notwithstanding the foregoing, the Seller and its Subsidiaries will not be required to dispose of any assets or securities of an After-Acquired Business or After-Acquired Company if the business activity thereof that would otherwise violate Section 10.07(c) does not account for more than 20% of the revenues of the After-Acquired Business or After-Acquired Company.

10.08 Mutual Release.

(a) Effective automatically upon the Closing, the Seller, on behalf of itself and any of its members, partners, equityholders, successors, assigns, controlling Persons and controlled Affiliates (each a “Seller Releasor”), irrevocably and unconditionally releases and forever discharges each of the Acquired Companies, and the respective directors, officers, employees, agents, representatives, successors and assigns of each of the foregoing (collectively, the “Seller Releasees”) from any and all claims, contentions, demands, charges, complaints, causes of action, damages, costs, expenses, obligations, losses, rights, suits, accountings, orders, judgments, obligations, agreements and liabilities of any kind or nature whatsoever, whether known or

unknown, whether suspected or unsuspected, and whether at law or in equity, that the Seller Releasors may have against the Seller Releasees, in any capacity, whether directly or derivatively through another Person, arising contemporaneously with or prior to the transactions contemplated hereby, or on account of or arising out of any act, omission, transaction, matter, cause or event occurring contemporaneously with or up to and including the Closing Date; provided that nothing contained in this Section 10.08 shall limit in any manner (i) any rights to indemnification or to advancement or reimbursement of expenses to which the current and former directors and officers of the Acquired Companies may be entitled hereunder or pursuant to the Acquired Companies’ organizational documents, (ii) any rights of any Seller Releasor pursuant to this Agreement or the other agreements and instruments contemplated hereby (including the Pre-Closing Restructuring Documents) or (iii) any claims for Fraud.

(b) Effective automatically upon the Closing, the Purchaser and the Company, on behalf of itself, any of their respective Subsidiaries, members, partners, equityholders, successors, assigns, controlling Persons and controlled Affiliates (each a “Company Releasor” and together with the Seller Releasors, the “Releasors”), irrevocably and unconditionally releases and forever discharges Seller and its equityholders, directors, officers, employees, agents, representatives, successors and assigns (collectively, the “Company Releasees”), from any and all claims, contentions, demands, charges, complaints, causes of action, damages, costs, expenses, obligations, losses, rights, suits, accountings, orders, judgments, obligations, agreements and liabilities of any kind or nature whatsoever, whether known or unknown, whether suspected or unsuspected, and whether at law or in equity, that such Company Releasor might otherwise have against the Company Releasees, in any capacity, whether directly or derivatively through another Person, arising contemporaneously with or prior to the transactions contemplated hereby, or on account of or arising out of any act, omission, transaction, matter, cause or event occurring contemporaneously with or up to and including the Closing Date; provided that nothing contained in this Section 10.08 shall limit in any manner (i) any rights of any Company Releasor pursuant to this Agreement or the other agreements and instruments contemplated hereby (including the Pre-Closing Restructuring Documents) or (ii) any claims for Fraud.

(c) Each Releasor acknowledges and agrees that this Section 10.08 shall be given full force and effect according to each and all of its express terms and provisions.

(d) Each Releasor hereby expressly agrees that the release contemplated by this Section 10.08 extends to any and all rights granted under Section 1542 of the California Civil Code or any analogous state law or federal law or regulation are hereby expressly waived. Section 1542 of the California Civil Code (“Section 1542”) reads as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Each Releasor understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives such party the right not to release existing claims of which such party

is not aware, unless such party voluntarily chooses to waive this right. Having been so apprised, each Releasor nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 10.08, in each case, effective at the Closing. Each Releasor acknowledges and agrees that the foregoing waiver is an essential and material term of the release by each Releasor and that, without such waiver, parties hereto would not have agreed to the terms of this Agreement.

(e) Each Releasor hereby irrevocably covenants, effective at the Closing, to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any Action of any kind against any Seller Releasee or Company Releasee, as applicable, before any Governmental Authority or other forum by reason of any matters released hereby.

(f) Each of the parties hereto hereby represents that it understands and acknowledges that it may hereafter discover facts and legal theories concerning the Seller Releasees or Company Releasees, as applicable, and the subject matter hereof in addition to or different from those which it now believes to be true. Each of the parties hereto understands and hereby agrees that the release set forth in this Section 10.08 shall remain effective in all respects notwithstanding those additional or different facts and legal theories or the discovery of those additional or different facts or legal theories. Each of the parties hereto assumes the risk of any mistake of fact or applicable Law with regard to any potential claim or with regard to any of the facts that are now unknown to it relating thereto.

10.09 Provision Respecting Legal Representation. Each of the parties to this Agreement hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates, that Kirkland & Ellis LLP may serve as counsel to the Seller and other members of the Seller Group, on the one hand, and the Company, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and that, following consummation of the transactions contemplated hereby, Kirkland & Ellis LLP (or any successor) may serve as counsel to the Seller Group or any director, member, partner, officer, employee or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement or the transactions contemplated by this Agreement notwithstanding such prior representation of the Company, and each of the parties hereto hereby consents thereto and waives any conflict of interest arising therefrom, and each of such parties shall cause any Affiliate thereof to consent to and waive any conflict of interest arising from such representation. The Purchaser further agrees, on its own behalf and on behalf of its Affiliates, including the Company following the Closing, that, in the event the Seller assumes the defense of a third party claim brought against the Company, notwithstanding that Kirkland & Ellis LLP may be representing the Company in connection with such third party claim, the Purchaser waives any claim of conflict of interest with respect to Kirkland & Ellis LLP’s representation of the Seller Group in connection with any dispute between the Purchaser and the Seller, including in connection with disputes under this Agreement, other than any dispute related to the third party claim itself. Each of the parties to this Agreement hereby irrevocably acknowledges and agrees that all communications prior to the Closing between the Company and the Seller Group, on the one hand, and their external legal counsel, including

but not limited to Kirkland & Ellis LLP, on the other hand, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreements contemplated by this Agreement or the transactions contemplated hereby or thereby, are privileged communications between the Company and the Seller Group and such counsel (collectively, the “Privileged Communications”) and thereby property of the Seller Group, and from and after the Closing neither the Company nor any Person purporting to act on behalf of or through the Company, will seek to obtain such communications, including by seeking a waiver of the attorney-client privilege. As to any such Privileged Communications prior to the Closing Date, the Purchaser and the Company together with any of their respective Affiliates, successors or assigns, further agree that no such Person may use or rely on any of the Privileged Communications in any action against or involving any of the Seller Group or any director, member, partner, officer, employee or Affiliate of the Seller Group after the Closing.

10.10 Press Releases and Communications. The Seller and the Purchaser may each issue a press release promptly following the execution of this Agreement, which press release shall be mutually agreed. Thereafter, each party hereto may issue a press release; provided that, to the extent reasonably possible, such party shall provide a draft of the press release to the other party at least 48 hours (or such shorter period as is reasonable under the circumstances) prior to the issuance of such press release and take into account any reasonable comments made by such other party. Nothing herein shall prevent either party hereto from notifying its employees, customers or suppliers of the transactions contemplated herein prior to the Closing as is necessary or desirable to facilitate the consummation of such transactions. For the avoidance of doubt, the parties hereto acknowledge and agree that any party hereto or any party’s Affiliates who is an investment fund may disclose the terms of the transactions contemplated hereunder and this Agreement to its Affiliates and any current or potential investor in such party’s fund(s) in connection with fundraising, marketing, informational or reporting activities or otherwise in the ordinary course of such party’s business so long as the Person to whom such disclosure is made is bound by confidentiality. Nothing in this Section 10.10 shall limit the Purchaser and its Affiliates from making disclosures of this Agreement or related to this Agreement and the transactions contemplated hereby in any filings with the U.S. Securities or Exchange Commission, any comparable Governmental Authority in any other country or in any other communication with its or their investors; provided that, to the extent reasonably possible, the Purchaser shall provide a draft of the relevant disclosure to the Seller at least 48 hours (or such shorter period as is reasonable under the circumstances) prior to such disclosure (except to the extent any such disclosure is substantially similar to a prior disclosure) and take into account any reasonable comments made by such other party.

ARTICLE 11

DEFINITIONS

11.01 Definitions. For purposes hereof, the following terms when used herein shall have the respective meanings set forth below:

“2020 Financial Statements” means the combined carve-out audited balance sheet of the Business as of December 31, 2020 and the related combined carve-out audited statements of

income, cash flows and stockholders’ equity (or parent investment) for the year ending December 31, 2020, prepared in a manner consistent with the Financial Statements.

“Action” means any charge, demand, complaint, suit, litigation, arbitration, audit, investigation or proceeding.

“Acquired Companies” means the Company and each of its Subsidiaries after giving effect to the Pre-Closing Restructuring.

“Acquired Company Employee” means any employee of the Company or one of its Subsidiaries (whether full-time, part-time or temporary) located or providing services in the United States or outside of the United States, including, for the avoidance of doubt, any employees who transfer to a Local Purchaser Affiliate in accordance with Section 1.07(a) and Exhibit A.

“Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise. For the avoidance of doubt, until the consummation of the Closing, the Acquired Companies will be considered Affiliates of the Seller and, following the Closing, the Acquired Companies will be considered Affiliates of the Purchaser.

“Business” means the business of providing data preparation services and software to enterprises to train and improve the performance of digital advertising engines, search algorithms, speech applications, and other artificial intelligence engines as conducted by the Acquired Companies and the Company’s other Subsidiaries as of date hereof and during (a) the one year period ended prior to the date hereof (provided that to the extent that the Seller or its Subsidiaries owns any assets used in the Business prior to such one year period and unrelated to and not used in the Seller Business, such assets (and any Liabilities related thereto) shall also be included in the Business) or (b) the period between the date hereof and the Closing.

“Business Day” means a day other than Saturday, Sunday or any day on which banks located in the State of New York or the State of Massachusetts are authorized or obligated to close.

“Business Intellectual Property” means the Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries and used or held for use in connection with the Business, including the Intellectual Property set forth on Schedule 3.17(a) (but excluding any trademarks, service marks, domain names and social media accounts or handles containing any Excluded Name) and Schedule 3.17(f).

“Business Software” means the Software used or held for use in connection with the Business.

“Business Systems” means the computers, Software, systems, databases, computers, hardware, servers, workstations, routers, hubs, switches, circuits, networks, data communications lines and other information technology equipment (and all associated

documentation) used or held for use in connection with the Business by the Company or any of its Subsidiaries.

“Cash” means, with respect to the Acquired Companies, as of the Closing Calculation Time, all cash, cash equivalents and marketable securities held by the Acquired Companies at such time, determined on a consolidated basis in accordance with GAAP using the same accounting methods, policies, principles, practices and procedures, with consistent classifications and judgments, as described on Exhibit C. For avoidance of doubt, Cash shall (a) be calculated net of issued but uncleared checks and drafts and (b) include checks and drafts deposited for the account of the Acquired Companies but not yet reflected as available proceeds in the Acquired Companies’ accounts.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act of 2020, as amended.

“CFIUS Approval” means any of the following: (a)(i) the Seller and the Purchaser shall have received written notification from CFIUS that it has concluded its review or investigation of the transactions contemplated by this Agreement and there are no unresolved national security concerns related thereto; or (ii) the Seller and the Purchaser shall have received written notice from CFIUS that the transactions contemplated by this Agreement do not constitute a Covered Transaction (as defined in 31 C.F.R. 800.213); (b) CFIUS shall have sent a report to the President of the United States requesting a decision and either (i) the President shall have announced a decision not to take any action to suspend, prohibit or place any limitations on the transactions contemplated by this Agreement, or (ii) the time permitted under the CFIUS regulations during which the President must act shall have elapsed without any such action being threatened, announced or taken; or (c) on the basis of a CFIUS declaration, the Seller and the Purchaser shall have received written notification from CFIUS to the effect that (i) CFIUS has concluded its review and/or investigation with respect to the transactions contemplated by this Agreement and determined there are no unresolved national security concerns related thereto, or (ii) CFIUS is not able to conclude its review or investigation with respect to the transactions contemplated by this Agreement, but CFIUS has not requested that the parties submit a CFIUS notice in connection thereto and has not initiated a unilateral CFIUS review thereto.

“Code” means the Internal Revenue Code of 1986, as amended.

“commercially reasonable efforts” means the efforts that a commercially reasonable Person desirous of achieving a result would use in similar circumstances to achieve that result as expeditiously as reasonably practicable; provided, however, that a Person required to use commercially reasonable efforts under this Agreement will not be thereby required to take any action that would result in a material adverse change in the benefits to such Person of this Agreement or the transactions contemplated hereby, to make any material change to its business, to incur any material fees or expenses (other than normal and usual filing fees, processing fees and incidental expenses), to commence any litigation or to incur any other material burden.

“Company Transferred Plan” means a Plan sponsored or maintained by an Acquired Company, after giving effect to the Pre-Closing Restructuring.

“Contract” means any legally binding contract, agreement, subcontract, lease, license, note, bond, deed, mortgage, loan, trust, indenture, arrangement, concession, commitment or undertaking.

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions thereof or related or associate epidemics, pandemic or disease outbreaks.

“Employee Representative Body” means any works’ council, labor union or organization, trade union or similar employee representative body.

“Environmental Laws” means all applicable Laws concerning pollution or protection of the environment as enacted prior to and in effect as of the Closing Date, including all such Laws relating to the generation, distribution, treatment, storage, disposal, transport, handling, emission, discharge, release or threatened release of any toxic or other hazardous materials, substances or wastes.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Escrow Account” means the escrow account established under the terms of the Escrow Agreement.

“Escrow Agent” means Wilmington Trust, N.A.

“Escrow Agreement” means an escrow agreement, to be executed by the Seller, the Purchaser and the Escrow Agent at the Closing, in a form reasonably satisfactory to the Purchaser and the Seller.

“Escrow Amount” means $25,000,000.

“Escrow Funds” means, as of any time, the portion of the Escrow Amount (plus any interest accrued thereon) then remaining in the Escrow Account.

“Equity Interests” means, with respect to any Person, (a) any common stock or preferred stock (or any series thereof), any ordinary shares or preferred shares and any other equity securities, capital stock, partnership, membership, limited liability company or similar interest of such Person, (b) any securities that are directly or indirectly convertible, exchangeable or exercisable into any such stock or interests, including any right that would entitle any other Person to directly or indirectly acquire any such interest in such Person, and (c) any right that would otherwise entitle any other Person to share in the equity, profits, earnings, losses or gains of such first Person (including stock appreciation, phantom stock, profit participation or other similar rights), in each case of clauses (a) through (c), however described and whether voting or non-voting.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Liabilities” means (a) all Liabilities to the extent not related to the Business, including (i) any Liabilities of any Acquired Company (or any of its Affiliates) for Taxes

to the extent attributable to (A) a Retained Company or (B) any activities of the Company or its Subsidiaries other than the Business, in each case, whether such Taxes are attributable to any Pre-Closing Tax Period or any other Taxable period, and (ii) all Liabilities arising out of, or related to, any of the Actions set forth on Schedule 11.01(a), (b) any Transfer Taxes borne by the Seller pursuant to Section 10.01(f), (c) all Liabilities with respect to restricted stock units or other equity of Lionbridge Technologies, Inc. or profits interest units of LBT Investment Holdings, LLC, including all Liabilities arising under the respective award agreements; (d) all Liabilities with respect to Seller Retained Plans, and (e) all Liabilities arising out of transactions, obligations, contracts, commitments, arrangements required to be terminated, paid-off or eliminated prior to the Closing pursuant to Section 6.03.

“Final Release Date” means December 31, 2022.

“First Release Amount” means an amount equal to (a) $15,000,000 minus (b) any amounts disbursed from the Escrow Account prior to the First Release Date.

“First Release Date” means the sixtieth (60th) day after the date on which the last Tax Return reflecting Pre-Closing Restructuring Taxes has been filed in accordance with Section 10.01 hereof; provided, that, if any such Tax Return has been filed pending final and binding resolution by the Dispute Resolution Auditor as contemplated in Sections 10.01(a) or Section 10.01(b) hereof, such Tax Return shall not be treated as filed for this purpose until such Tax Return has been amended in accordance with such final and binding resolution, if necessary.

“Fraud” means a willful and deliberate misrepresentation by the Seller of a fact in the representations and warranties set forth in Article 3 or Article 5 (in each case, as qualified by the Disclosure Schedule) or in the certificate to be delivered pursuant to Section 2.01(i)(iv) in each case which constitutes common law fraud under applicable Law.

“GAAP” means United States generally accepted accounting principles as in effect from time to time, consistently applied throughout the periods presented.

“Governmental Authority” means any governmental, regulatory or administrative body, agency or authority, any court or judicial authority or any other public authority, in each case, whether U.S., foreign, supranational, federal, state or local, or any arbitral tribunal.

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

“Hazardous Materials” means any materials, substances or wastes regulated under Environmental Law due to their hazardous or toxic properties or characteristics, including toxic chemicals, petroleum products or byproducts, friable asbestos and polychlorinated biphenyls.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Income Tax Return” means all Tax Returns for Income Taxes.

“Income Taxes” means all taxes imposed on, or measured by reference to, net income, however denominated.

“Indebtedness” means, as of the Closing Calculation Time, without duplication (a) the unpaid principal amount of money and plus any related or accrued and unpaid interest, fees and prepayment premiums or obligations required to fully discharge (i) all indebtedness for borrowed money, including overdrafts, of the Acquired Companies, and (ii) any indebtedness of the Acquired Companies evidenced by any note, bond, debenture or other debt security, (b) all obligations of the Acquired Companies issued or assumed as the deferred purchase price of property, assets, shares or services, all conditional sale obligations of the Acquired Companies and all obligations of the Acquired Companies under any title retention agreement at the maximum amount payable (including earn-outs and similar obligations to the extent payable, but excluding trade accounts payable and other accrued current liabilities arising in the ordinary course of business to the extent included in Net Working Capital), (c) all obligations of the Acquired Companies under leases capitalized in accordance with GAAP, (d) all obligations of the Acquired Companies for the reimbursement of any obligor on any guarantee, letter of credit, banker’s acceptance or similar credit transaction, but only to the extent the same has been drawn or called, (e) all obligations of the Acquired Companies relating to interest rate protection, swap agreements, collar agreements and factoring agreements, but only to the extent payable, (f) the Tax Liability Amount and (g) all obligations of the type referred to in clauses (a) through (f) of other Persons the payment of which is guaranteed in any manner by the Acquired Companies, but, in the case of each of clauses (a) through (g) above, excluding (x) intercompany indebtedness solely between any wholly-owned Acquired Companies, (y) Excluded Liabilities (including indebtedness for which solely the Retained Companies remain liable as of the Closing, including, for the avoidance of doubt, the KKR Credit Agreement and the AIB Debt Purchase Agreement (each as defined in the Disclosure Schedules)) and (z) amounts taken into account in the calculation of Net Working Capital or Transaction Expenses. Indebtedness shall be calculated in accordance with the accounting methods, policies, principles, practices and procedures set forth on Exhibit C.

“Indemnified Party” means a Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be.

“Indemnifying Party” means the Seller pursuant to Section 8.02 and the Purchaser pursuant to Section 8.04, as the case may be.

“Intellectual Property” means all of the following in any jurisdiction throughout the world: (a) industrial designs, patents, patent applications and patent disclosures (including divisions, continuations, continuations-in-part, reexaminations renewals, extensions, supplementary protection certificates or reissues thereof); (b) trademarks, service marks, trade dress, trade names, corporate names, logos and slogans, Internet domain names, social media accounts and other indicators of source, including all goodwill symbolized thereby or associated therewith, including any extension, modification or renewal of any such registration or application; (c) works of authorship (including Software) and copyrights, moral rights, design rights, copyrightable works and database rights therein and thereto; (d) rights in Software; (e) confidential and proprietary information, including trade secrets, confidential information, know-how, and inventions; (f) registrations, applications, renewals and extensions for any of the foregoing, and (g) any and all other proprietary rights.

“Intellectual Property Agreements” means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions, and other Contracts, whether written or oral, relating to Intellectual Property used or held for use in connection with the Business to which the Company or any of its Subsidiaries is a party, beneficiary, or otherwise bound.

“IRS” means the Internal Revenue Service.

“Law” means any law, rule, regulation, judgment, injunction, order, decree, Governmental Order or other legally binding action or requirement of a Governmental Authority.

“Liabilities” means any and all indebtedness, liabilities, commitments or obligations, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured, liquidated or unliquidated, determined or determinable, on or off-balance sheet, and whether arising in the past, present or future, and including those arising under any contract, Action or Governmental Order.

“Liens” means liens, mortgages, pledges, security interests, charges and encumbrances.

“Lionbridge Group” means Lionbridge Technologies, Inc. and its Subsidiaries.

“Losses” means losses, damages, Liabilities, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses); provided that Losses shall not include any punitive or special damages, except to the extent payable to a third party.

“Malicious Code” means any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” “worm,” or “spyware,” (as such terms are commonly understood in the software industry) or any other code designed or intended to have any of the following functions: (a) disrupting, disabling, harming, or otherwise impeding in any unauthorized manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed; or (b) compromising the privacy or data security of a user or damaging or destroying any data or file without the user’s consent.

“Material Adverse Effect” means (a) any change, effect, event, occurrence, state of facts or development that is, or would reasonably be expected to be, materially adverse to the financial condition or results of operations of the Business or (b) any event or circumstance or series of events or circumstances which prevents the Seller and the Company from consummating the transactions contemplated by this Agreement; provided, however, that, in the case of clause (a), none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect: any change, effect, event, occurrence, state of facts or development attributable to (i) the negotiation, execution, announcement or pendency of the transactions contemplated by this Agreement; (ii) conditions affecting the industry in which any of the Acquired Companies participates, the U.S. or world economy as a whole or the U.S. or global capital or financial markets in general or the markets in which the any of the Acquired Companies operates; (iii) the taking of any action by the Seller or any of its Affiliates at the request of the

Purchaser, the taking or omission of any action by the Seller or any of its Affiliates with the consent of the Purchaser, or the taking of any action by the Purchaser or any of its Affiliates in violation of this Agreement and without the Seller’s consent; (iv) any change in applicable Laws; (v) any change in GAAP or other accounting requirements or principles; (vi) any failure by the Business to meet financial forecasts, projections or estimates (but not the reasons underlying such failure unless such reasons are covered by one of the other clauses of this definition); (vii) any epidemic, pandemic or disease outbreak (including COVID-19), or any law, regulation, statute, directive, pronouncement or guideline issued by a Governmental Authority, the Centers for Disease Control and Prevention, the World Health Organization or industry group providing for business closures, “sheltering-in-place,” curfews or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak (including COVID-19) or any change in such Law, directive, pronouncement or guideline or interpretation thereof following the date of this Agreement or any material worsening of such conditions threatened or existing as of the date of this Agreement; or (viii) national or international political or social conditions, including without limitation, the commencement, continuation or escalation of a war, material armed hostilities or other material international or national calamity or act of terrorism, except, with respect to clauses (ii), (iv), (v), (vi) or (viii) to the extent that any item set forth in such clauses has had or would reasonably be expected to have a disproportionate effect on the Business as compared to other Persons in the industry in which the Acquired Companies operate.

“Net Working Capital” means the net working capital of the Acquired Companies as of the Closing Calculation Time as defined on the Exhibit C, which shall be determined on a consolidated basis using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as described on Exhibit C (including applying GAAP in the same manner as used therein) and as reflected on Exhibit C.

“ordinary course of business” means an action taken, or omitted to be taken, by any Person in the ordinary course of such Person’s business consistent with past practice (including, for the avoidance of doubt, recent past practice in light of the current pandemic, epidemic or disease outbreak).

“OldCo” means each of Lionbridge International Unlimited Company; Lionbridge Oy; Lionbridge Japan KK; Gengo KK; Lionbridge Technologies Korea Co. Ltd.; Lionbridge Sweden AB; Lionbridge Deutschland GmbH; Darwin Zone SA; Lionbridge Espana SLU; Lionbridge Technologies (France) SARL; Lionbridge Denmark A/S; Lionbridge (UK) Limited; Lionbridge Poland SP.ZO.O; Lionbridge Technologies LLC s.r.o.; Beijing Lionbridge Global Solutions Technologies Inc.; Lionbridge (Canada) Inc.; Lionbridge Technologies LLP; Lionbridge Technologies (Shanghai), Inc.; and Lionbridge International Unlimited Company Merkezi İrlanda İstanbul Merkez Şubesi, as applicable.

“Out-of-Scope Employee” means any employee of the Company or one of its Subsidiaries who (a) does not provide services exclusively to the Business or (b) is listed on Schedule 11.01(b) (as such schedule may be updated by the Company prior to Closing in consultation with the Purchaser).

“Permit” means any governmental qualifications, registrations, licenses, permits, approvals or authorizations issued or granted by any Governmental Authority.

“Permitted Liens” means (i) statutory liens for current Taxes or other governmental charges not yet due and payable or the amount or validity of which are being contested in good faith and for which appropriate reserves have been established in accordance with GAAP; (ii) mechanics’, carriers’, workers’, repairers’, warehousemens’, landlords’ and similar statutory liens arising or incurred in the ordinary course of business for amounts which are not yet delinquent or the amount or validity of which are being contested in good faith; (iii) zoning, entitlement, building and other land use regulations imposed by Governmental Authorities having jurisdiction over the Leased Real Property which are not violated by the current use and operation of the Leased Real Property or the operation of the Business; (iv) covenants, conditions, restrictions, easements and other similar matters of record affecting title to the Leased Real Property which do not materially impair the occupancy or use of the Leased Real Property for the purposes for which it is currently used in connection with the Company’s business; (v) public roads and highways; (vi) matters which would be disclosed by an inspection or accurate survey of each parcel of Leased Real Property; (vii) liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation; (viii) purchase money liens and liens securing rental payments under capital lease arrangements; and (ix) non-exclusive licenses for Intellectual Property granted in the ordinary course of business.

“Person” means an individual, a sole proprietorship, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity or any Governmental Authority.

“Personal Information” means any information that (a) relates to an identified or identifiable natural person; an “identifiable person” is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his or her physical, physiological, mental, economic, cultural or social identity, including, unique device or browser identifiers, names, addresses, telephone numbers, email addresses, social security numbers, or account information, or (b) is defined as “personally identifiable information” (PII), “personal information,” “personal data,” or other similar term (as applicable), within the meaning of any applicable Laws.

“Plan” means all “employee benefit plans” (as defined under Section 3(3) of ERISA) and all other employment, bonus, benefit, incentive (or other equity based or long-term incentive) compensation, profit sharing, savings, retirement, disability, insurance, employee loan, vacation, paid time off, holiday pay, old-age, deferred compensation, individual consulting, severance, termination, retention, change in control compensation and other similar fringe, employee assistance, welfare, medical, dental, or other employee benefit plans, programs, agreements, contracts, policies or binding arrangements, whether funded or unfunded, and whether operated in the United States or outside of the United States, but other than any plan or arrangement maintained or to which contributions are required by any Governmental Authority.

“Pre-Closing Restructuring Taxes” means any Taxes imposed on any of the Acquired Companies that are attributable to the Pre-Closing Restructuring.

“Pre-Closing Tax Period” means any Tax period ending on or before the Closing Date and the portion of any Straddle Period through the end of the Closing Date.

“Public Software” means any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, “copyleft,” open source code software (e.g., Linux) or similar licensing or distribution models, including software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) GNU General Public License (GPL) or Lesser/Library GPL (LGPL), (b) the Artistic License, (c) the Mozilla Public License, (d) the Netscape Public License, (e) the Sun Community Source License (SCSL), (f) the Sun Industry Standards Source License (SISSL), (g) the BSD License, (h) the Apache License, or (i) any other license described by the Open Source Initiative as set forth at www.opensource.org.

“R&W Insurance Policy” means that certain Representations and Warranties Insurance Policy to be issued by AIG Specialty Insurance Company for the benefit of the Purchaser as the named insured.

“Registered Business Intellectual Property” means Business Intellectual Property issued by, registered, recorded or filed with, renewed by or the subject of a pending application before any Governmental Authority or Internet domain name registrar in any jurisdiction.

“Retained Company” means the Seller and any of its Subsidiaries other than the Acquired Companies.

“SEC” means the U.S. Securities and Exchange Commission.

“Seller Business” means the business of translation, localization, interpretation and related services provided to enterprises as performed by Seller and its Subsidiaries as of the date hereof.

“Seller Group” means the Seller and each of the Seller’s direct and indirect parent companies and their respective Affiliates (individually and collectively).

“Seller Retained Plan” means a Plan sponsored, maintained or contributed to by the Company or any of its Affiliates in which any Acquired Company Employee or Service Provider of the Business participates or with respect to which the Company or any of its Affiliates has any liability related to any Acquired Company Employee or Service Provider of the Business, after giving effect to the Pre-Closing Restructuring; provided, however, that no Company Transferred Plan shall be a Seller Retained Plan.

“Sensitive Personal Information” is a subset of Personal Information, which, due to its nature, has been classified by Law or by the Company or any of its Subsidiaries as deserving additional privacy and security protections. Sensitive Personal Information includes (a) all government-issued identification numbers (including U.S. social security numbers, driver’s license numbers and passport numbers); (b) all financial account numbers (bank account numbers, credit/debit card numbers, and other information if that information would permit access to a financial account); (c) individual medical records and biometric information, including any information on any employee’s or consumer’s health, disability, disease or product interests;

(d) reports of individual background checks and all other data obtained from a U.S. consumer reporting agency and subject to the Fair Credit Reporting Act, as amended; (e) data elements revealing race, ethnicity, national origin, religion, sexual orientation, and criminal records or allegations of crimes; and (f) any other Personal Information designated by the Company or any of its Affiliates as Sensitive Personal Information.

“Service Provider” means each member of the board of directors of an Acquired Company who is not an Acquired Company Employee, and any independent contractor, consultant or other service provider of an Acquired Company, in each case, who is an individual, including crowdsource workers who are not Acquired Company Employees, whether located or providing services in the United States or outside of the United States.

“Software” means all (a) computer programs, applications, systems and code, including software implementations of algorithms, models and methodologies, program interfaces, and source code and object code, (b) Internet and intranet websites, databases and compilations, including data and collections of data, whether machine-readable or otherwise, (c) development and design tools, library functions and compilers, (d) technology supporting websites, and the contents and audiovisual displays of websites, and (e) media, documentation and other works of authorship, including user manuals and training materials, relating to or embodying any of the foregoing or on which any of the foregoing is recorded.

“Subsidiary” means, with respect to a Person, a corporation or other entity of which 50% or more of the voting power of the equity securities or equity interests is owned, directly or indirectly, by such Person.

“Target Net Working Capital” means $17,973,746.

“Tax” or “Taxes” means (i) any U.S. federal, state, provincial, local or non-U.S. corporate, income, alternative minimum, personal holding company, franchise, profits, windfall profits, gross receipts, sales, goods and services, harmonized sales, use, value added, transfer, registration, stamp, excise, customs duties, severance, real property, personal property, ad valorem, license, employment, payroll, social security, universal social charge, unemployment, workers’ compensation, withholding, estimated tax, assessment or other governmental charge; and (ii) any interest, penalties or additions to Tax imposed by any taxing authority in connection with any item described in clause (i).

“Tax Benefit Amount” means the amount of any reduction in Tax payments under the Tax Law of any particular Tax jurisdiction that would otherwise be made in cash by the Purchaser, the Acquired Companies, or any of their respective Affiliates with respect to a Taxable period (or portion thereof) beginning after the Closing Date and ending on or before the Tax Expiration Date for such Tax jurisdiction, to the extent such reduction in Tax payments is attributable to (i) the Transaction Tax Deductions, the Retained Companies (other than activities thereof in respect of the Business), or Excluded Liabilities, or (ii) any net operating losses, capital losses, Section 163(j) of the Code or other Tax carryforwards, Tax credits, or any other applicable Tax attributes (“Tax Attributes”) of the Retained Companies from any Pre-Closing Tax Period that are not in respect of the Business or the Pre-Closing Restructuring that carry-over to a Taxable period (or portion thereof) beginning after the Closing Date, in each case which reduction in Tax

payments shall be calculated on a with and without basis by comparing the amount of Taxes that would have been payable in cash without taking into account the foregoing deductions or losses described in clauses (i) and (ii) and the Taxes actually payable in cash taking into account such deductions or losses.

“Tax Liability Amount” means an amount (not below zero) equal to the aggregate amount of any accrued but unpaid income Taxes of the Acquired Companies for Pre-Closing Tax Periods, determined (i) by including Transaction Tax Deductions to the extent (x) there is at least a “more likely than not” authority position that such Transaction Tax Deductions may be deducted in the Pre-Closing Tax Period and (y) such deductions are not applied against income or gain recognized by the Acquired Companies in connection with the Pre-Closing Restructuring, (ii) by excluding (A) liabilities for accruals or reserves established or required to be established under GAAP methodologies that require the accrual for contingent Taxes or with respect to uncertain Tax positions and any liabilities arising from any change in accounting methods, (B) any financing or refinancing arrangements entered into at any time by or at the direction of the Purchaser or any other transactions entered into by or at the direction of the Purchaser not contemplated by the Transaction Documents, and (C) any Taxes attributable to transactions entered into by Purchaser or the Acquired Companies outside the ordinary course of business on the Closing Date after the Closing, (iii) in accordance with the accounting methodology and the past practice of the applicable Acquired Company in preparing its Tax Returns, (iv) by excluding any deferred Tax assets and liabilities, (v) by excluding the Pre-Closing Restructuring Taxes, (vi) by taking into account any available net operating losses (to the extent such net operating losses are not applied against income or gain recognized by the Acquired Companies in connection with the Pre-Closing Restructuring), and (vii) for any Straddle Period, the Taxes attributable to the Pre-Closing Tax Period shall be determined in accordance with Section 10.01(d) hereof. The Tax Liability Amount shall not include any amounts in respect of any installment payments due from any Acquired Company pursuant to Section 965(h) of the Code.

“Tax Returns” means any return, declaration, report, claim for refund, computation, assessment, election, or information return (including schedules or any related attachment) filed or required to be filed with any Governmental Authority in connection with the determination, assessment or collection of any Tax.

“Transaction Expenses” means all (a) fees and expenses of the Acquired Companies incurred in connection with or triggered by the negotiation and execution of this Agreement and the preparation and consummation of the transactions contemplated hereby or any alternative sale or divestment transaction, including in relation to the Pre-Closing Restructuring (including any fees and expenses payable by the Acquired Companies to (i) any legal advisor, (ii) any financial advisor, (iii) any tax advisor or accounting firm or (iv) any other consultant or service provider engaged by any Acquired Company in connection with the negotiation and execution of this Agreement or the preparation or consummation of the transactions contemplated hereby or any alternative sale or divestment transaction), and (b) change of control, sale, retention or transaction bonuses or similar payments that are due to any employee, officer or director directly as a result of the consummation of the transactions contemplated hereby pursuant to any agreement entered into by the Acquired Companies prior to the Closing (whether or not accrued), including the employer portion of any payroll, employment or other Taxes associated with any of the foregoing payments.

“Transaction Documents” means this Agreement, the Escrow Agreement, the Pre-Closing Restructuring Documents and any other agreements, documents and instruments contemplated herein.

“Transaction Tax Deductions” means, without duplication, any Tax deductions attributable to (a) Transaction Expenses or (b) fees, costs, expenses and interest (including amounts treated as interest for Tax purposes and any breakage fees and unamortized or deferred financing fees, costs or expenses) incurred by the Acquired Companies in connection with the transactions contemplated by this Agreement (including as a result of the payment of Transaction Expenses made by (or on behalf of) any Acquired Company), in each case, solely to the extent that (a) any such payment is either made by Seller or an Acquired Company at or prior to Closing or such payment is otherwise taken into account in the calculation of Purchase Price as finally determined pursuant to Section 1.05 hereof, and (b) such Tax deduction is properly deductible in the Pre-Closing Tax Period, as determined in accordance with Section 10.01(a) hereof.

“Transition Services Agreement” means that certain Transition Services Agreement, to be dated as of the Closing Date, by and between the Company and Lionbridge Technologies, LLC, substantially in the form attached hereto as Exhibit D.

“Treasury Regulations” means the Treasury Regulations promulgated under the Code.

11.02 Other Definitional Provisions.

(a) Accounting Terms. Accounting terms which are not otherwise defined in this Agreement have the meanings given to them under GAAP. To the extent that the definition of an accounting term defined in this Agreement is inconsistent with the meaning of such term under GAAP, the definition set forth in this Agreement will control.

(b) Successor Laws. Any reference to any particular Code section or any other Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified.

11.03 Cross-Reference of Other Definitions. Each capitalized term listed below is defined in the corresponding Section of this Agreement:

Term		Section No.

280G Stockholder Consent		6.07(b)
Acquisition Proposal		6.05
After-Acquired Business		10.07(d)
After-Acquired Company		10.07(d)
Agreement		Preface
AI Subsidiaries		3.02(a)
AI Subsidiary Equity Interests		3.06
Annual Financial Statements		3.07
Anti-Corruption Laws		3.09(c)
Assumed Liabilities		Exhibit B

Term		Section No.

Automatic Transfer Employees		Exhibit A
Base Consideration		1.02(a)
CFIUS		10.02(a)
Closing		1.06
Closing Calculation Time		1.03
Closing Date		1.06
Company		Preface
Company Releasees		10.08(b)
Company Releasor		10.08(b)
Confidentiality Agreement		10.05
Contest		10.01(k)
Continuing Employees		7.03
Conveyance Agreements		1.07(b)
Customer Arrangements		6.09(c)
Designated Contacts		6.02
Direct Transfer Employees		Exhibit A
Disclosure Schedules		Article 3
Dispute Resolution Auditor		1.05(b)
D&O Costs		7.02(b)
D&O Expenses		7.02(b)
D&O Indemnifiable Claim		7.02(b)
D&O Indemnitee		7.02(b)
Electronic Delivery		12.13
Employment Laws		3.12(b)
End Date		9.01(d)
ERISA Affiliate		3.11(c)
Estimated Cash		1.03(i)
Estimated Indebtedness		1.03(ii)
Estimated Net Working Capital		1.03(iii)
Estimated Transaction Expenses		1.03(iv)
Excess Amount		1.05(d)
Excluded Names		7.06(a)
Final Cash		1.05(b)
Final Indebtedness		1.05(b)
Final Net Working Capital		1.05(b)
Final Transaction Expenses		1.05(b)
Financial Statements		3.07
Interim Financial Statements		3.07
IPO		6.05
Leased Real Property		3.16(a)
Licensed Intellectual Property		6.10(a)
Local Purchaser Affiliates		Recitals
Local Transfer Jurisdictions		Recitals
Losses		7.02(b)
NewCo Jurisdictions		Exhibit B

Term		Section No.

NewCos		Exhibit B
Objections Statement		1.05(b)
Offer Transfer Employees		Exhibit A
Parachute Payment Waiver		6.07(a)
Pre-Closing Restructuring		6.09(a)
Pre-Closing Restructuring Documents		6.09(b)
Pre-Closing Statement		1.03
Preliminary Purchase Price		1.02(b)
Preliminary Statement		1.05(a)
Privacy Policies		3.18(a)
Privileged Communications		10.09
Purchase Price		1.02(a)
Purchaser		Preface
Purchaser Improvements		6.10(b)
Purchaser Indemnified Party		8.02
Purchaser Licensees		6.10(a)
Purchaser Plans		7.03
Purchaser Prepared Tax Returns		10.01(b)
Registration Statement		6.05
Regulatory Closing Conditions		9.01(d)
Releasors		10.08(b)
Relevant Automatic Transfer Rules		Exhibit A
Relevant Transferee Entity		Exhibit A
Remedies Exception		3.03
Restructuring Asset		6.09(c)
Restructuring Assignee		6.09(c)
Restructuring Assignor		6.09(c)
Restructuring Companies		Exhibit B
Restructuring Jurisdictions		Exhibit B
Retained Assets		Exhibit B
Retained Liabilities		Exhibit B
Securities Act		1.01
Seller		Preface
Seller Indemnified Party		8.04
Seller Prepared Tax Returns		10.01(a)
Seller Releasees		10.08(a)
Seller Releasor		10.08(a)
Shared Restructuring Contract		6.09(e)
Shares		Recitals
Shortfall Amount		1.05(c)
Straddle Period		10.01(b)
Surviving Covenants		8.01
Tax Benefit		8.04(b)
Tax Expiration Date		8.04(a)
Tax Refund		10.01(c)(i)

Term		Section No.

Third-Party Claim		8.05(b)
Top Customers		3.23
Trade Controls		3.09(e)
Transferred Assets		Exhibit B
Transferred Contracts		Exhibit B
Transferred Employees		Exhibit B
Transferred Lease Agreements		Exhibit B
Transfer Taxes		10.01(f)
Tripartite Business Employees		Exhibit A
WARN Act		3.12(e)

ARTICLE 12

MISCELLANEOUS

12.01 Expenses. Except as otherwise expressly provided herein, the Seller, on the one hand, and the Purchaser, on the other hand, shall pay all of their own expenses (including attorneys’ and accountants’ fees and expenses) in connection with the negotiation of this Agreement, the performance of their obligations hereunder and the consummation of the transactions contemplated by this Agreement.

12.02 Knowledge Defined. For purposes of this Agreement, “to the Company’s knowledge” or “to the knowledge of the Company” as used herein shall mean the actual knowledge, after reasonable inquiry of their direct reports, of any of John Fennelly, Clemente Cohen, Ed Jay and Kat McCabe.

12.03 Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when sent by electronic mail (provided that either receipt of such electronic mail is acknowledged by the recipient or a confirmatory hardcopy is sent without undue delay by an internationally recognized courier service), or (c) when delivered by courier service or mail. Notices, demands and communications, in each case to the respective parties, shall be sent to the applicable address set forth below, unless another address has been previously specified in writing by the recipient party to the sending party:

Notices to the Purchaser or (following the Closing) to the Company:

TELUS International (Cda) Inc.
510 West Georgia Street, Floor 7
Vancouver, British Columbia
V6B 0M3
Canada
Attention: Michel Belec, SVP, CLO & Corporate Secretary
Email: Michel.belec@telus.com

with a copy (which shall not constitute notice) to:

Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
Attention: Scott Petepiece and Sean Skiffington
Email: spetepiece@shearman.com;
sean.skiffington@shearman.com

Notices to the Seller or (prior to the Closing) to the Company:

c/o H.I.G. Middle Market, LLC
600 Fifth Avenue, 24th Floor
New York, New York 10020
Attention: Matthew Lozow
Email: mlozow@higcapital.com

and

c/o H.I.G. Middle Market, LLC
One Sansome Street, 37th Floor
San Francisco, California 94104
Attention: Aaron Tolson; Arjun Mohan
Email: atolson@higcapital.com; amohan@higcapital.com

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP
300 North LaSalle Street, 33rd Floor
Chicago, Illinois 60654
Attention: Jeffrey Seifman, P.C.
Email: jeffrey.seifman@kirkland.com

and

Kirkland & Ellis LLP
2049 Century Park East, Suite 3700
Los Angeles, California 90067
Attention: Tana M. Ryan, P.C.
Email: tana.ryan@kirkland.com

12.04 Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by either the Purchaser without the prior written consent of the Seller, or by the Company or the Seller without the prior written consent of the Purchaser; provided that (i) the Purchaser may assign its rights and obligations under this Agreement to an Affiliate (it being understood that such assignment will not release the Purchaser from its

obligations hereunder) and (ii) the Purchaser may assign this Agreement to any of the Purchaser’s financing sources as collateral (but any such assignment shall not limit the Purchaser’s obligations hereunder), in each case without the prior written consent of the Seller. Any assignment in violation of this Section 12.04 shall be null and void ab initio.

12.05 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable Law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced and the economic or legal substance of the transactions contemplated by this Agreement is affected in a manner materially adverse to any party hereto as a result thereof, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

12.06 References. The table of contents and the section and other headings and subheadings contained in this Agreement and the Exhibits and Disclosure Schedules hereto are solely for the purpose of reference, are not part of the agreement of the parties hereto, and shall not in any way affect the meaning or interpretation of this Agreement or any Exhibit or Disclosure Schedule hereto. The Exhibits and Schedules to this Agreement are an integral part of this Agreement and, subject to Section 12.07, all Exhibits and Schedules to this Agreement are incorporated in and made part of this Agreement as if fully set forth herein. All references to days or months shall be deemed references to calendar days or months. All references to “$” shall be deemed references to United States dollars. Unless the context otherwise requires, any reference to a “Section,” “Exhibit” or “Disclosure Schedule” shall be deemed to refer to a section of this Agreement, exhibit to this Agreement or a schedule to this Agreement, as applicable. The words “hereof,” “herein” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation.” The use of “or” is not intended to be exclusive unless expressly indicated otherwise. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.

12.07 Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Person. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement or any disclosure in the Disclosure Schedules is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including, without limitation, whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business, and no party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement or the Disclosure Schedules in any dispute or controversy between the parties as to whether any

obligation, item or matter not described or included in this Agreement or in any Disclosure Schedule is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the ordinary course of business for purposes of this Agreement. Matters reflected in the Disclosure Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedules, and such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Information disclosed in the Disclosure Schedules will qualify the representation and warranty set forth in the corresponding section of the Agreement, and will also constitute a disclosure for any other representation and warranty under this Agreement to the extent it is reasonably apparent on the face of such disclosure that the information is applicable to such other representation and warranty. The information contained in this Agreement and in the Disclosure Schedules and Exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be construed as or deemed to be an admission by any party hereto to any third party of any matter whatsoever (including, without limitation, any violation of Law or breach of contract, the existence of any liability or other obligation of any kind). None of the information set forth in the Disclosure Schedules is intended to be, and it shall not be construed as, a representation or warranty by the Company or the Seller independent of those expressly set forth in Article 3 and Article 5 hereof, and nothing in the Disclosure Schedules shall expand in any manner any of the representations and warranties of the Company and the Seller set forth in Article 3 and Article 5 hereof. Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement.

12.08 Amendment and Waiver. Any provision of this Agreement or the Disclosure Schedules or Exhibits hereto may be amended only in a writing signed by the Purchaser, the Company and the Seller. No waiver of any provision hereunder, or any breach, default or misrepresentation hereunder, shall be valid unless the same shall be in writing and signed by the party making such waiver, and no such waiver shall extend to or affect in any way any other provision or prior or subsequent breach, default or misrepresentation.

12.09 Complete Agreement. This Agreement and the documents referred to herein (including the Confidentiality Agreement) contain the complete agreement between the parties hereto and supersede any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof or thereof in any way.

12.10 Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided that the Persons benefitting from Section 7.02 shall be express third-party beneficiaries of Section 7.02.

12.11 Waiver of Trial by Jury. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF

THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE AND REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR PROCEEDING. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE IRREVOCABLE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

12.12 Purchaser Deliveries. The Purchaser agrees and acknowledges that all documents or other items delivered or made available to the Purchaser’s representatives, and all documents or other items made available to the Purchaser and its representatives in the Company’s Project Simba electronic data room located at https://services.intralinks.com, shall be deemed to be delivered or made available, as the case may be, to the Purchaser for all purposes hereunder. Within five (5) Business Days following the execution of this Agreement, the Seller shall deliver six (6) USB drives containing the content of such data room as of prior to the execution of this Agreement to the Purchaser.

12.13 Electronic Delivery. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, to the extent delivered by means of a facsimile machine or electronic mail (any such delivery, an “Electronic Delivery”), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

12.14 Counterparts. This Agreement may be executed in multiple counterparts, any one of which need not contain the signature of more than one party, but all such counterparts taken together shall constitute one and the same instrument.

12.15 Governing Law. All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the Exhibits and Disclosure Schedules hereto shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

12.16 Consent to Jurisdiction. THE PARTIES AGREE THAT JURISDICTION AND VENUE IN ANY SUIT, ACTION, OR PROCEEDING BROUGHT BY ANY PARTY PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED

HEREBY SHALL PROPERLY AND EXCLUSIVELY LIE IN THE CHANCERY COURT OF THE STATE OF DELAWARE, AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF DELAWARE (OR, IF THE CHANCERY COURT OF THE STATE OF DELAWARE DOES NOT HAVE JURISDICTION OVER A PARTICULAR MATTER, ANY STATE OR FEDERAL COURT WITHIN THE STATE OF DELAWARE). EACH PARTY ALSO AGREES NOT TO BRING ANY SUIT, ACTION OR PROCEEDING, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY OTHER COURT (OTHER THAN UPON THE APPEAL OF ANY JUDGMENT, DECISION OR ACTION OF ANY SUCH COURT LOCATED IN DELAWARE OR, AS APPLICABLE, ANY FEDERAL APPELLATE COURT THAT INCLUDES THE STATE OF DELAWARE WITHIN ITS JURISDICTION). BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY WITH RESPECT TO SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES IRREVOCABLY AGREE THAT VENUE WOULD BE PROPER IN SUCH COURT, AND HEREBY WAIVE ANY OBJECTION THAT ANY SUCH COURT IS AN IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF SUCH SUIT, ACTION OR PROCEEDING. EACH OF THE PARTIES FURTHER IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12.03 OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

12.17 Specific Performance. The parties hereto agree that irreparable damage, for which monetary relief, even if available, would not be an adequate remedy, would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, including if the parties hereto fail to take any action required of them hereunder to consummate the transactions contemplated by this Agreement. It is accordingly agreed that (a) each of the parties hereto shall be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the courts described in Section 12.16 without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement, (ii) each of the parties hereto agrees not to assert that a remedy of specific performance or other equitable relief is unenforceable, invalid, contrary to law or inequitable for any reason, and not to assert that a remedy of monetary damages would provide an adequate remedy or that the parties otherwise have an adequate remedy at law, and (iii) any party hereto seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 12.17 shall not be required to provide any bond or other security in connection with any such order or injunction. For the avoidance of doubt, if, on or prior to the End Date, any party hereto brings any legal action in the Delaware Chancery Court, in each case in accordance with Section 12.16, to enforce specifically the performance of the terms and provisions hereof by any other party, such pending legal action shall not become moot solely for the reason that it has not been resolved prior to the End Date. Notwithstanding anything herein to the contrary, in no event shall this Section 12.17 be used, alone or together with any other provision of this Agreement, to require the Company to remedy any breach of any representation or warranty of the Company made herein.

12.18 Consents. The Purchaser acknowledges that certain consents to the transactions contemplated by this Agreement may be required from parties to contracts, leases, licenses or other agreements to which the Company is a party (including the contracts set forth on Schedule 3.10 and the Leased Real Property set forth on Schedule 3.16) and such consents may not have been obtained. Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, seek, and use commercially reasonable efforts to obtain, any such consents set forth on Schedule 3.03 (other than approvals, authorizations or consents needed in connection with the Pre-Closing Restructuring, which shall be governed by Section 6.09(c) and consents which may be necessary for the provision of services under the Transition Services Agreement, which shall be governed by the Transition Services Agreement) as designated by the Purchaser after the date hereof; provided, however, that nothing in this Section 12.18 or in Section 6.09 or Section 10.04 shall require the Seller, the Company or any of its Subsidiaries to (a) expend any money to obtain any such consent or to remedy any breach of any representation or warranty hereunder, (b) commence any Action or arbitration proceeding or (c) offer or grant any accommodation (financial or otherwise) to any third party. The Purchaser agrees and acknowledges that the Seller and the Company shall have no liability whatsoever to the Purchaser (and the Purchaser shall not be entitled to assert any claims) arising out of or relating to the failure to obtain any consents that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the default, acceleration or termination of any such contract, lease, license or other agreement as a result thereof. Nothing in this Section 12.18 shall limit any rights of the Purchaser against the R&W Insurance Policy for a failure to disclose in breach of the representations and warranties set forth in Section 3.03 that certain consents or approvals may be required from third parties or that the failure to obtain consents from third parties may entitle such third parties to certain rights.

12.19 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Purchaser acknowledges and agrees that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any past, present or future director, officer, agent or employee of any past, present or future member of the Seller or of any Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any past, present or future director, officer, agent or employee of any past, present or future member of the Seller or any Affiliate or assignee thereof, as such, for any obligation of the Seller under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation, except, in each of the foregoing cases, in case of Fraud.

* * * *

IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement on the day and year first written above.

Seller:		LBT INVESTMENT HOLDINGS, LLC

		By:
		Name: Matthew Lozow
		Its: President


Purchaser:		TELUS INTERNATIONAL HOLDING (U.S.A.) CORP.

		By:
		Name: Jeffrey Puritt
		Its: President & CEO


Company:		LBT INTERMEDIATE, INC.

		By:
		Name: John Fennelly
		Its: Vice President

Signature Page - Stock Purchase Agreement

Exhibit 10.1

[***] CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY BRACKETS IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10) (IV) OF REGULATION S-K BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO FEDEX IF PUBLICLY DISCLOSED.

AMENDED AND RESTATED MASTER SERVICES AGREEMENT

BETWEEN

TELUS INTERNATIONAL (CDA) INC.

- AND -

TELUS COMMUNICATIONS INC.

January 1, 2021

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION		2

1.1	Definitions	2

1.2	Statements of Work	11

1.3	Gender, Number, Etc.	11

1.4	Currency	11

1.5	Article and Section Headings	11

1.6	Consents	11

1.7	General Interpretation	11

1.8	Schedules	12

1.9	Priority of Documents	12

ARTICLE 2 STATEMENT OF OBJECTIVES		13

2.1	Statement of Objectives	13

ARTICLE 3 TERM		13

3.1	Initial Term	13

3.2	Renewal	14

ARTICLE 4 SERVICES		14

4.1	Services	14

4.2	Statements of Work	15

4.3	Location of Services	16

4.4	Software Virus and Disabling Code	16

4.5	Non-Exclusive	16

ARTICLE 5 CHANGE IN SERVICES		17

5.1	Change in Services	17

5.2	Change Request	17

5.3	Mandatory Changes	18

5.4	Legal Effect of Change Orders	19

5.5	Change Disputes	19

ARTICLE 6 SERVICE LEVELS		19

6.1	Service Levels and KPIs	19

6.2	[*] and [*]	19

6.3	Incentive Targets	20

6.4	Excused Failure	20

6.5	Chronic Service Failure	21

6.6	Record Keeping and Service Level Reporting	21

ARTICLE 7 CONTINUOUS IMPROVEMENT		22

7.1	Continuous Improvement	22

ARTICLE 8 FEES, PRICE REVIEW AND BENCHMARKING		22

8.1	Guiding Principle in Establishing the Fees	22

8.2	Fees	22

8.3	Invoicing and Payment	23

8.4	Fee Disputes	24

8.5	Taxes and Regulatory Fees	24

8.6	Price Reviews	25

8.7	Third Party Benchmarking	27

8.8	Service Level Review	30

8.9	Set-Off	30

ARTICLE 9 MINIMUM SPEND COMMITMENT		31

9.1	Minimum Spend Commitment	31

ARTICLE 10 RELATIONSHIP MANAGEMENT		35

10.1	Governance Structure	35

10.2	Formal Executive Governance Review	35

10.3	Comprehensive Five Year Review	36

10.4	[***]	36

10.5	Performance Review	36

10.6	Key Personnel	37

ARTICLE 11 POLICIES, CODES AND REQUIREMENTS		37

11.1	TELUS Policies and Codes	37

11.2	Security Requirements	38

ARTICLE 12 DISASTER RECOVERY AND BUSINESS CONTINUITY		38

12.1	Disaster Recovery Plan; Business Continuity Plan	38

ARTICLE 13 DISPUTE RESOLUTION		39

13.1	Dispute Resolution Process	39

13.2	Reliability - Performance Notwithstanding Dispute	41

ARTICLE 14 OWNERSHIP OF INTELLECTUAL PROPERTY		42

14.1	Pre-Existing Intellectual Property	42

14.2	Ownership of Enhancements	42

14.3	Ownership by TELUS of New Works	43

14.4	Ownership by Third Party of Intellectual Property	43

14.5	Confirmation	44

14.6	Residual Knowledge	44

ARTICLE 15 AUDIT		44

15.1	Audit and Inspections	44

15.2	Compliance	45

ARTICLE 16 INSURANCE		46

16.1	Insurance	46

ARTICLE 17 CONFIDENTIALITY, ACCESS AND SECURITY		48

17.1	Definitions	48

17.2	Exchange of Confidential Information	49

17.3	Exclusions	49

17.4	Disclosure to Representatives	50

17.5	Compelled Disclosure	50

17.6	TELUS Data	50

17.7	Remedies	51

17.8	Return of Confidential Information	51

ARTICLE 18 PROTECTION OF PERSONAL INFORMATION		51

18.1	Protection of Personal Information	52

18.2	No Conflict	52

ARTICLE 19 TERMINATION		52

19.1	Termination by TELUS for Business or Technological Change	52

19.2	Termination of SOWs for Convenience	52

19.3	Termination for Default	52

19.4	Termination for Chronic Service Failure	53

19.5	Termination for Insolvency	53

19.6	Orderly Termination	53

19.7	Effect of Termination	55

ARTICLE 20 WARRANTIES AND DISCLAIMERS		55

20.1	Warranties	55

20.2	Disclaimer	56

iii

ARTICLE 21 INDEMNITIES		56

21.1	Mutual General Indemnification	56

21.2	Intellectual Property Indemnification by TI	57

21.3	Indemnification Procedures	57

ARTICLE 22 LIMITATION OF LIABILITY		58

22.1	Exclusion of Liability	58

22.2	Limitation of Liability	58

22.3	Force Majeure	59

ARTICLE 23 GENERAL		60

23.1	Assignment	60

23.2	Subcontracting	60

23.3	Relationship of Parties	62

23.4	No Advertising	62

23.5	Governing Law	62

23.6	Notice	62

23.7	Waiver	63

23.8	Severability	63

23.9	Cumulative Remedies	63

23.10	Survival	63

23.11	Entire Agreement	64

23.12	Counterparts	64

23.13	Further Assurances	64

23.14	Existing MSA	64

SCHEDULE 1.1(rr) GLOBAL RATE CARD		65

SCHEDULE 1.2 BASELINE SOWs		66

SCHEDULE 4.1 SOFTWARE-AS-A-SERVICE TERMS		67

SCHEDULE 4.2(c) AFFILIATE STATEMENTS OF WORK		72

SCHEDULE 6.2 SERVICE LEVEL METHODOLOGY		73

SCHEDULE 8.2(b)(i) [] SOWs*		74

SCHEDULE 8.7 PRICE REVIEW/BENCHMARKING SAMPLING LIST		75

SCHEDULE 9.1 MINIMUM SPEND COMMITMENT ADJUSTMENTS		76

SCHEDULE 10.1 GOVERNANCE	78

SCHEDULE 11.1 TELUS POLICIES AND CODES	80

SCHEDULE 11.2 INFORMATION SECURITY REQUIREMENTS	81

SCHEDULE 18.1 PRIVACY REQUIREMENTS	83

AMENDED AND RESTATED MASTER SERVICES AGREEMENT

THIS AGREEMENT is made effective as of the 1st day of January, 2021 (the “Effective Date”).

BETWEEN:

TELUS INTERNATIONAL (CDA) INC., a corporation incorporated under the Laws of the Province of British Columbia, having an office at 3rd Floor, 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3,

(“TI”)

- and -

TELUS COMMUNICATIONS INC., a corporation incorporated under the Laws of the Province of British Columbia, having its registered office at 7th Floor, 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3,

(“TELUS”).

WHEREAS TI is a leading global provider of innovative information technology and business process outsourcing solutions;

AND WHEREAS TELUS is one of Canada’s largest national telecommunications companies, providing a wide range of communications products and services;

AND WHEREAS the Parties have distinguished themselves in their respective market segments through their focus on continuously improving the customer experience, which has resulted in industry leadership in “likelihood to recommend” scores;

AND WHEREAS the Parties and their affiliates have an existing services relationship and the Parties wish to enhance and grow that relationship over the long term for the mutual benefit of both organizations, based on the objectives and guiding principles set forth in this Agreement;

AND WHEREAS the Parties’ existing services relationship is documented through a Master Services Agreement made effective as of April 1, 2016 between TI and TELUS (legal successor in interest to TELUS Communications Company), as amended from time to time, (the “Existing MSA”);

AND WHEREAS the Parties wish to amend and restate the Existing MSA to extend, and document certain modifications to the terms of, their relationship;

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the Parties agree as follows:

ARTICLE 1
INTERPRETATION

1.1 Definitions

Wherever used in this Agreement or in a SOW, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them as follows:

(a) “Advisory Services” means business process improvement services, including process recording and documentation services, analytics and business intelligence services, learning and knowledge management services, and workforce management services, as further described in the SOWs.

(b) “Affiliate” means, with respect to any Person, any Person Controlling, Controlled by or under common Control with such other Person. Notwithstanding the foregoing: (i) in the case of TELUS, Affiliates of TELUS will exclude the TI Group; and (ii) in the case of TI, Affiliates of TI will be limited to the TI Group.

(d) “Agreement” means this agreement entitled “Amended and Restated Master Services Agreement” and all Schedules attached as of, or added following, the Effective Date.

(e) “Balanced Scorecard” has the meaning set forth in Section 10.5(b).

(f) “Baseline Services” means the Services covered under the Baseline SOWs.

(g) “Baseline SOWs” has the meaning set forth in Section 1.2.

(h) “Benchmarker” has the meaning set forth in Section 8.7(c).

(i) “Benchmarking” has the meaning set forth in Section 8.7(a).

(j) “Benchmarking Notice” has the meaning set forth in Section 8.7(b).

(k) “BPO Services” means business process outsourcing services, including back-office administration services, finance and accounting services and supply chain management services, as further described in the SOWs.

(l) “Business Continuity Plan” has the meaning set forth in Section 12.1(a).

(m) “Business Day” means any day on which banks are open in Vancouver, British Columbia for the transaction of business.

(n) “CCO Services” means contact centre outsourcing services, including customer care solutions, technical support services, sales support services and credit collection services, as further described in the SOWs.

(o) “Change” means any addition, upgrade, update, reduction, deletion, modification, improvement, amendment or adjustment to the Services, this Agreement or a SOW.

(p) “Change of Control” of a Person means (i) the sale, transfer or other disposition of all or substantially all the assets of such Person; (ii) any merger, amalgamation or consolidation of such Person with or into another entity (other than an Affiliate of such Person); or (iii) the acquisition by any other Person, or group of Persons acting in concert, of more than fifty percent (50%) (or, in the case of a Person whose shares are publicly traded, such lesser percentage that constitutes Control pursuant to applicable securities Laws) of the voting rights of such Person; in each case in any single transaction or any series of related transactions, and in each case other than a transaction where the shareholders of such Person immediately prior to the event continue to hold a majority (or, in the case of a Person whose shares are publicly traded, such lesser percentage that constitutes Control pursuant to applicable securities Laws) of the voting rights of such Person or its successor immediately after such event. In the case of TI, a Change of Control will include a circumstance where, and be deemed to occur on the date on which, the TELUS Holders no longer own or have beneficial control or direction over more than fifty percent (50%) of the outstanding voting rights of TI. For the purposes of this paragraph, “TELUS Holders” means TELUS and each of its Affiliates excluding TI and TI’s subsidiaries.

(q) “Change Management Procedures” has the meaning set forth in Section 5.1.

(r) “Change Order” means, as applicable, either a Change Proposal that has been approved by TELUS in accordance with Section 5.2(d) or otherwise settled pursuant to the Dispute Resolution Process, or a Mandatory Change that has been imposed pursuant to Section 5.3(b).

(s) “Change Proposal” has the meaning set forth in Section 5.2(a).

(t) “Chronic Service Failure”, with respect to any Service, has the meaning set forth in the applicable SOW or, if the applicable SOW does not contain such a definition, means a failure by TI to meet the same Service Level for a particular Service in three consecutive measurement periods or four times in any consecutive twelve (12) month period where the Service Level is measured monthly.

(u) “Comparable Services” means services that are functionally substantially similar in nature to, and provided in substantially the same manner as, the Services as described in the applicable SOWs; provided that, except as otherwise permitted under this Agreement, (i) for purposes of a Price Review, Comparable Services shall be limited to services that are functionally substantially similar to the Services then under review and that are provided by TI to Third Party customers of TI and (ii) for purposes of a Benchmarking, Comparable Services shall be limited to services that are functionally substantially similar to the Services then under review and that are offered by Third Party service providers identified by the Benchmarker.

(v) “Confidential Information” has the meaning set forth in Section 17.1(a).

(w) “Control” and its derivatives mean, with regard to any Person that is not an individual, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interests, by contract or otherwise.

(x) “Contract Year” means, in the case of the first Contract Year, the period starting on the Effective Date and ending on December 31 of the same calendar year, and with respect to each subsequent Contract Year, the period from January 1 to December 31.

(y) “Data” means the representation of information or computer instructions in a formalized manner suitable for interpretation or processing including, without limitation, any information set forth in hard copy document or stored on disk, magnetic media, or other storage media together with any combination or organization thereof.

(z) “Disabling Code” means any clock, timer, counter, software lock, or other limiting or disabling code, design or routine that is intended to cause Services or deliverables to be made inoperable or otherwise rendered incapable of performing in accordance with the Agreement or that otherwise limits or restricts TELUS’ or a TELUS Group Member’s ability to use the Services or deliverables as contemplated in this Agreement.

(aa) “Disaster Recovery Plan” has the meaning set forth in Section 12.1(a).

(bb) “Disclosing Party” has the meaning set forth in Section 17.1(b).

(cc) “Dispute” has the meaning set forth in Section 13.1(a).

(dd) “Dispute Notice” has the meaning set forth in Section 13.1(b).

(ee) “Dispute Resolution Process” means the process for resolving Disputes, as described in Article 13.

(ff) “[***]” means [***].

(gg) “Effective Date” has the meaning set forth in the Preamble.

(hh) “[***]” means [***].

(ii) “EGC” means the executive governance committee established in connection with the Governance Process, as further described in Schedule 10.1.

(jj) “EIU” means the Economist Intelligence Unit, the research and analysis division of The Economist Group.

(kk) “Event of Force Majeure” has the meaning set forth in Section 22.3(a).

(ll) “Excluded Mandatory Change” has the meaning set forth in Section 5.3(b)(i).

(mm) “Excused Failure” means, with respect to any Service, any failure by TI to meet an applicable KPI or Service Level where such failure is attributable to: (i) TELUS’ failure to satisfy a service-related customer responsibility identified in the SOW; (ii) resource reductions requested or approved by TELUS and agreed to by the Parties through the Change Management Procedures (provided that TI has previously notified TELUS in writing as part of such Change Management Procedures that the implementation of such request may result in such failure to meet the applicable Service Level); (v) an Event of Force Majeure; (vi) business process or other Changes requested by TELUS which TI demonstrates are not supportable within the Service Levels under this Agreement or any applicable SOW prior to the Change being effected; or (vii) equipment or systems not under the control of TI or one of its authorized subcontractors.

(nn) “Existing MSA” has the meaning set forth in the Recitals.

(oo) “Fees” means the amounts set forth in the SOWs as charges for the Services to be rendered under the SOWs, together with any other amounts payable by TELUS under this Agreement or a SOW.

(pp) “Final Offer” has the meaning set forth in Section 13.1(d).

(qq) “[***]” has the meaning set forth in Section 10.3.

(rr) “Fixed Conversion Rate” has the meaning set forth in Section 8.2(a).

(ss) “Global Rate Card” means the TELUS-TI Global Rate Card attached as Schedule 1.1(rr), as amended, updated or replaced from time to time in accordance with the terms of this Agreement.

(tt) “Governance Process” has the meaning set forth in Section 10.1.

(uu) “Governmental Authority” means (i) any governmental or public department, central bank, court, minister, governor-in-counsel, cabinet, commission, committee, tribunal, board, bureau, agency, commissioner or instrumentality, whether international, multinational, federal, provincial, state, municipal, county, local or other; (ii) any subdivision or authority of any of the above; and (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

(vv) “Impact Assessment” has the meaning set forth in Section 5.3(c)(i).

(ww) “Incentive Target” means an incentive target that may be established by TI and TELUS relating to exceeding a particular Service Level, and set out in the applicable SOW.

(xx) “Indemnitee” has the meaning set forth in Section 21.1.

(yy) “Indemnitor” has the meaning set forth in Section 21.1.

(zz) “Information Technology” or “IT” means any and all information technologies, including hardware, software, processes, devices, tools, equipment, computerized business solutions and supporting equipment and other materials and technologies, as the context may require.

(aaa) “Initial MSC” means 200 million United States dollars per Contract Year.

(bbb) “Initial MSC Floor” means 100 million United States dollars per Contract Year.

(ccc) “Initial Term” has the meaning set forth in Section 3.1.

(ddd) “Intellectual Property Rights” means any and all domestic and foreign: (i) patents and applications therefor and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) inventions (whether patentable or not), invention disclosures, improvements, trade secrets, design, programming architecture, notes, drawings, proprietary information, know-how, technology, technical data, schematics and customer lists, and all documentation relating to any of the foregoing; (iii) copyrights, copyright registrations and applications therefor, and all other rights corresponding thereto; (iv) trade names, corporate names, domain names, website names and worldwide web addresses, trade dress, logos, common law trademarks, trademark registrations and applications thereof; (v) any and all computer programs, applications or software whether in source, object and executable code and any proprietary rights in such programs, applications or software, including documentation and other materials or documents related thereto; (vi) any and all mask works and mask work applications, integrated circuit design or topography registration or application thereof; and (vii) any and all other intellectual or industrial property whatsoever.

(eee) “ITO Services” means information technology outsourcing services, including IT service desk solutions, application development services, infrastructure management services and cloud-based technology services, as further described in the SOWs.

(fff) “Key Personnel” has the meaning set out in Section 10.6.

(ggg) “KPIs” means key performance indicators, as may be identified in any SOW.

(hhh) “Laws” means all applicable laws, statutes, by-laws, rules, regulations, orders, judgments, and arbitral or administrative judgments of any Governmental Authority having the force of law.

(iii) “Losses” means all losses, liabilities, fines, damages and claims (including Third Party Claims) and all related costs and expenses (including any and all reasonable lawyers’ and other professionals’ fees and reasonable costs of investigation, litigation, settlement, judgment, interest and penalties).

(jjj) “Mandatory Change” means a Change initiated by TELUS relating to: (i) a change to a TELUS corporate policy that applies to all applicable TELUS Affiliates and service providers; provided however that a change to a corporate policy which requires TI to

terminate or relocate Services will be dealt with as a Regular Change Request under Section 5.2; or (ii) compliance by TELUS with applicable Laws (including regulatory requirements) that TELUS specifies to TI as being mandatory.

(kkk) “Mandatory Change Request” has the meaning set forth in Section 5.3.

(lll) “Minimum Spend Commitment” or “MSC” has the meaning set forth in Section 9.1(a).

(mmm) “MSC Eligible Spend” has the meaning set forth in Section 9.1(b).

(nnn) “MSC Floor” means the Initial MSC Floor, as adjusted from time to time in accordance with this Agreement.

(ooo) “New Work” has the meaning set forth in Section 14.3(a).

(ppp) “Normalization Factors” mean the following key elements of the services arrangement between TI and TELUS, to be used to normalize Comparable Services and related fees as part of a Price Review or Benchmarking, as applicable:

(i) A ten (10)-year contract term;

(ii) TELUS is committing to a minimum spend;

(iii) the volumes of the Service(s) under review then being subscribed for by TELUS under all SOWs;

(iv) Service Levels, KPIs, [***], Incentive Targets and related credit structures applicable to the Service(s) under review;

(v) the country where the Service(s) is (are) being delivered (where the Comparable Services are being delivered in a different geography);

(vi) any TI workforce flexibility requirements associated with the Service(s) under review (i.e. part time or split shifts);

(vii) any unique “high touch” or quality elements to the Service(s) under review that increase the delivery cost of TI or the applicable TI Party as compared to the Comparable Services, such as unique activities or deliverables that support the customer experience, employee engagement and community giving and community investment activities;

(viii) in relation to a Benchmarking only, inflation from the later of: (A) the last day of the first Contract Year; and (B) the last day of the Contract Year in which the last Benchmarking occurred, to the last day of the Contract Year immediately preceding the then current Benchmarking, using the Daily Consumer Price Index inflation rate published by the EIU, or any rate proposed by the EIU as a replacement rate, for the country from which the applicable Services are provided. If such rate should cease to be published, the Parties shall, acting in

good faith, agree on another equivalent published rate for the country. If any such rate is greater than 3% or less than -3%, the rate will be deemed to be 3% or -3%, respectively; and

(ix) any other factors mutually agreed to by the Parties, and if applicable the Benchmarker, in the Terms of Reference.

(qqq) “Parties” means TI and TELUS.

(rrr) “Person” means any individual, corporation, partnership, Governmental Authority, association or unincorporated organization.

(sss) “Personal Information” means information that:

(i) is about an identifiable individual, including information that either TI or TELUS can associate with, or relate back to, an identifiable individual; and

(ii) is disclosed or transferred by TELUS to TI or a TI Party pursuant to this Agreement or any SOW or is otherwise collected or compiled by TI or a TI Party in the performance of the Services.

(ttt) “Price Review” has the meaning set forth in Section 8.6(a).

(uuu) “Price Review Notice” has the meaning set forth in Section 8.6(b).

(vvv) “Price Review Report” has the meaning set forth in Section 8.6(e).

(www) “Privacy Laws” means all privacy legislation applicable to TI or TELUS in the course of Processing Personal Information in connection with the Services.

(xxx) “Processing” or “Process” means the collection, use, modification, retrieval, disclosure, storage, anonymization, deletion, and management of Personal Information or Data, as applicable.

(yyy) “Proprietary Materials” means any work product, software (including programming code, such as source code and object code), systems, data, modules, tools, methodologies, analysis, frameworks, specifications, reports, drawings, documentation, manuals, solution construction aids, interfaces, advertising and marketing materials, formula, designs, models, drawings and inventions, including all methods and processes, business or otherwise.

(zzz) “Receiving Party” has the meaning set forth in Section 17.1(c).

(aaaa) “Regular Change Request” has the meaning set forth in Section 5.1.

(bbbb) “Regulatory Fees” means fees required by Governmental Authorities or applicable Laws in support of any statutory or regulatory programs, established by Law now in force or enacted in the future with respect to the supply of the Services provided by

TI under this Agreement and any SOW. Regulatory Fees shall be in addition to, but shall not include, Taxes.

(cccc) “Renewal Term” has the meaning set forth in Section 3.2.

(dddd) “Representatives” means with respect to either Party, each of its directors, officers and employees.

(eeee) “SaaS Services” has the meaning set out in Schedule 4.1.

(ffff) “Schedules” has the meaning set forth in Section 1.8, and includes any other schedules mutually agreed in writing by the Parties and signed by an authorized signatory for each Party.

(gggg) “[***]” means the [***].

(hhhh) “Service Level Reports” has the meaning set forth in Section 6.6(b).

(iiii) “Service Level Review” has the meaning set forth in Section 8.8.

(jjjj) “Service Levels” means the service levels and standards identified in the SOWs as “Service Levels”, as they may be amended in writing by TI and TELUS from time to time in accordance with this Agreement.

(kkkk) “Services” means, collectively, the CCO Services, ITO Services, BPO Services, SaaS Services, Advisory Services and any other services performed, provided or carried out by TI or a TI Party pursuant to this Agreement, any authorized subcontract or any SOW.

(llll) “SMC” means the strategic management committee established in connection with the Governance Process, as further described in Schedule 10.1.

(mmmm) “Software Virus” means any virus, worm, program or subroutine that is intended to cause interference with the efficient operation of software, hardware, Services or Data.

(nnnn) “Specified Provisions” means the provisions set out in Article 2 (Statement of Objectives), Article 10 (Relationship Management/Governance Structure) as well as any applicable governance references in the Agreement, Article 13 (Dispute Resolution), Article 19 (Termination), and Article 21 (Indemnities).

(oooo) “Statement of Work” or “SOW” means each statement of work agreed to by TI and TELUS, or a TELUS Group Member, as applicable, in connection with this Agreement, whether attached to this Agreement or not, in each case describing, among other things, the Services to be delivered under such SOW, the term, the locations from which the Services will be delivered, and the applicable Service Levels, KPIs, Fees and [***] and Incentive Targets (if any).

(pppp) “Suspension for Force Majeure” means a suspension by TELUS of a SOW or part of a SOW, in accordance with the terms of Section 22.3.

(qqqq) “Taxes” means: (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Authority, including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all license, franchise and registration fees and all employment insurance, health insurance and Canada, Quebec and other government pension plan premiums or contributions; and (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Authority on or in respect of amounts of the type described in clause (i) above or this clause (ii). Taxes shall be in addition to, but shall not include, Regulatory Fees.

(rrrr) “TELUS Data” has the meaning set forth in Section 17.6(a).

(ssss) “TELUS Group Member” means a Canadian Affiliate of TELUS (other than TI);

(tttt) “TELUS Indemnified Parties” means TELUS and TELUS’ Affiliates (other than the TI Group) and its and their respective officers, directors and employees.

(uuuu) “TELUS Modifications” has the meaning set forth in Section 14.2(a).

(vvvv) “TELUS Policies and Codes” has the meaning set forth in Section 11.1(a).

(wwww) “Term” has the meaning set forth in Section 3.2.

(xxxx) “Termination for Business or Technological Change” means a termination by TELUS, at any time following the end of the third Contract Year, of a SOW or a portion of a SOW, in accordance with the terms of Section 19.1.

(yyyy) “Termination for Chronic Service Failure” means a termination by TELUS of a SOW or part of a SOW, in accordance with the terms of Section 19.4.

(zzzz) “Termination for Default” means a termination for cause of a SOW, in accordance with the terms of Section 19.3.

(aaaaa) “Termination for Force Majeure” means a termination by TELUS of a SOW or part of a SOW, in accordance with the terms of Section 22.3.

(bbbbb) “Terms of Reference” has the meaning set forth in Section 8.6(c) for purposes of Section 8.6, or the meaning set forth in Section 8.7(f)(ii) for purposes of Section 8.7.

(ccccc) “Third Party(ies)” means any Person other than the Parties or their respective Affiliates.

(ddddd) “Third Party Claims” means claims made by Third Parties against TELUS Indemnified Parties or against TI Indemnified Parties.

(eeeee) “TI Group” means TI and all Persons Controlled by TI.

(fffff) “TI Indemnified Parties” means TI and the other members of the TI Group and its and their respective officers, directors and employees.

(ggggg) “TI Modifications” has the meaning set forth in Section 14.2(b).

(hhhhh) “TI Parties” means TI together with the rest of the TI Group and “TI Party” means any of them.

1.2 Statements of Work

The SOWs listed in Schedule 1.2 (the “Baseline SOWs”) have been agreed to by the Parties as of the date specified in the applicable SOW. The Parties acknowledge and agree that Schedule 1.2 may not include all SOWs as of the Effective Date. All statements of work that meet the definition of a SOW will be a SOW whether entered into prior to, on or after the Effective Date.

1.3 Gender, Number, Etc.

In this Agreement or in any SOW, words importing the singular include the plural and vice versa, and words importing gender include all genders.

1.4 Currency

All references to money amounts in this Agreement or in any SOW, unless otherwise specified, shall be to United States currency, regardless of where the Services are actually delivered. Notwithstanding the foregoing, all references to money amounts in any SOW in place as at the Effective Date, unless otherwise specified in the applicable SOW, shall be to Canadian currency, regardless of where the Services are actually delivered.

1.5 Article and Section Headings

The insertion of headings and the division of this Agreement into Articles and Sections are for convenience of reference only and shall not affect the interpretation of this Agreement. The words “hereof”, “hereunder”, “hereto” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion of this Agreement.

1.6 Consents

Where either Party has a right of consent or approval in respect of any matter in connection with this Agreement or any SOW, it shall not, except as otherwise specified in this Agreement or in a SOW, unreasonably withhold such consent or approval and shall endeavour to respond to the other Party’s request for such consent or approval in a timely manner. Where this Agreement or any SOW provides that the Parties are to mutually agree upon certain procedures, standards or details, including in connection with Change requests, they shall at all times act reasonably, cooperatively and in good faith.

1.7 General Interpretation

The use of the terms “including” or “include” means “including, without limitation” or “include, without limitation,” respectively. The Parties acknowledge and agree that they have mutually negotiated the terms and conditions of this Agreement and the SOWs and that any provision with respect to which an issue of interpretation or construction arises will not be construed to the detriment of the drafter on the basis that such Party was the drafter, but will be construed according to the intent of the Parties as evidenced by the entire Agreement and the applicable SOW.

1.8 Schedules

The following schedules are to and form part of this Agreement, as such schedules may be updated and revised from time to time pursuant to this Agreement (each a “Schedule” and, collectively, the “Schedules”):

Schedule 1.1(rr) Global Rate Card

Schedule 1.2 Baseline SOWs

Schedule 4.1 Software-As-A-Service Terms

Schedule 4.2(c) Affiliate Statements of Work

Schedule 6.2 Service Level Methodology

Schedule 8.2(b)(i) [***] SOWs

Schedule 8.7 Price Review/Benchmarking Sampling List

Schedule 9.1 Minimum Spend Commitment Adjustments

Schedule 10.1 Governance

Schedule 11.1 TELUS Policies and Codes

Schedule 11.2 Information Security Requirements

Schedule 18.1 Privacy Requirements

1.9 Priority of Documents

In the event of any conflict or inconsistency between the provisions of this Agreement, its Schedules or any SOW, the following order of precedence shall apply, and TI and TELUS will amend this Agreement or the applicable SOW, as required (and TI will amend any authorized subcontract, as required), in order to eliminate any such conflict or inconsistency:

(a) this Agreement (unless and solely to the extent that any SOW provides that a particular provision of the SOW takes precedence over the relevant provision of this Agreement, as permitted by this Agreement);

(b) the Schedules (other than Schedule 4.1 which will take precedence over any other provision of this Agreement in relation to the SaaS Services); and

ARTICLE 2
STATEMENT OF OBJECTIVES

2.1 Statement of Objectives

The mutual objectives and guiding principles of the Parties for the services relationship are as follows:

(a) to have a shared vision and joint interest in putting customers first;

(b) to drive deeper market recognition for the TELUS brand and enable a sustained competitive advantage by becoming world leaders in “likelihood to recommend”;

(c) to foster a relationship characterized by good faith cooperation, openness, transparency and mutual value achievement;

(d) to enhance operational efficiency;

(e) to continue to develop and enhance the services relationship between TI and TELUS;

(f) to have a governance structure and dispute resolution process which, through active engagement by TI and TELUS leaders, enables an effective and mutually beneficial relationship, timely matter-bound dispute-resolution and a constant focus on long-term decision-making and outcomes;

(g) to ensure that the Personal Information of TI’s and TELUS’ employees and customers is at all times secure and is accessed and used appropriately in the performance of Services; and

(h) to ensure the Parties regularly review, and if required refresh, the services relationship so that the relationship continues to function effectively over the Term.

The Parties agree that the above objectives and guiding principles are not, as such, intended to create binding legal obligations, but are instead intended to document the mutual objectives of the Parties in connection with the services relationship. The provisions of this Agreement are to be interpreted, in case of ambiguity, in light of the objectives and guiding principles set forth in this Section.

ARTICLE 3
TERM

3.1 Initial Term

This Agreement is effective as of the Effective Date and, unless terminated earlier as provided in this Agreement, shall continue in effect (subject to the terms of Section 19.7(a) with respect to any SOW that remains in effect as of such date) until 11:59 p.m. (Vancouver time) on the day before the tenth (10th) anniversary of the Effective Date (the “Initial Term”).

3.2 Renewal

(a) TELUS may extend the term of this Agreement for an additional term of five (5) years (the “Renewal Term” and together with the Initial Term and/or any other extension period provided for in this Agreement, the “Term”) by providing TI with at least twelve (12) months written notice prior to the end of the Initial Term. During such twelve (12) month period, the Parties will work together in good faith to agree on the terms and conditions to apply during the Renewal Term, including any proposed amendments to the Fees, Services, Service Levels and other key terms and conditions. If the Parties are unable to agree, prior to the expiry of the Initial Term, upon the terms and conditions to apply during the Renewal Term, the Initial Term will be extended for a period of six (6) months, at TELUS’ request, upon the terms and conditions then in effect. If the terms and conditions to apply during the Renewal Term are not finalized upon the expiration of such six-month extension, TI and TELUS may further extend the Initial Term for an additional period of time as may be mutually agreed upon by the Parties.

(b) If:

(i) TELUS fails to provide such twelve (12)-month renewal notice,

(ii) TELUS indicates in writing to TI that it does not intend to extend the term of this Agreement beyond the Initial Term, or

(iii) the Parties are not able to finalize the terms and conditions to apply during the Renewal Term and do not agree to extend the Initial Term for such purpose in accordance with Section 3.2(a),

the Parties will work together in good faith to prepare and implement a termination assistance plan in accordance with Section 19.6. In such event, all SOWs will continue in force (subject to any earlier expiration provided for in accordance with their respective terms) following the end of the Initial Term on a month-to-month basis during the termination assistance period, with each Party being entitled to terminate this Agreement or any SOW upon thirty (30) days prior written notice, subject to the termination assistance obligations set forth in Section 19.6.

ARTICLE 4
SERVICES

4.1 Services

In consideration of the payment by TELUS or TELUS Group Members to TI of the Fees, TI shall provide or cause to be provided the Services to TELUS and TELUS Group Members in accordance with the terms and conditions set forth in this Agreement and in the SOWs, in compliance with the Service Levels. For clarity, the terms and conditions in Schedule 4.1 will only apply to the SaaS Services.

4.2 Statements of Work

(a) The Services are, and will be, documented in Service-specific SOWs agreed to by TI on one hand, and TELUS or a TELUS Group Member on the other hand.

(b) Each SOW, including for clarity each Baseline SOW, is made subject to, and forms part of, this Agreement, except to the extent that the applicable SOW otherwise expressly specifies. If, under a SOW, the parties to the SOW intend to change or override the provisions of this Agreement, the SOW must clearly indicate their intention to change or override provisions of this Agreement in the applicable portions of the SOW, which shall include an express reference to the Section of this Agreement which they intend to change or override. Notwithstanding the foregoing, but subject to Section 1.9, in no event shall a SOW (or any interpretation or application of the SOW) limit, amend, change, override or supersede, the following provisions of this Agreement: Section 5.3 (Mandatory Changes), Article 8 (Fees, Price Review and Benchmarking) (other than Sections 8.6, 8.7 and 8.8), Article 10 (Relationship Management), Section 11.2 (Security Requirements), Article 13 (Dispute Resolution), Article 17 (Confidentiality, Access and Security), Article 18 (Protection of Personal Information), Article 21 (Indemnities), Article 22 (Limitation of Liability) and Section 23.2 (Subcontracting).

(c) A TELUS Group Member may at any time request that TI provide Services to such TELUS Group Member pursuant to the terms of this Agreement. In such event, upon execution of an Affiliate Statement of Work by such TELUS Group Member and TI, a new and separate agreement will come into effect solely between such TELUS Group Member and TI (each, an “Affiliate Agreement”). Each Affiliate Agreement will have the same terms and conditions as this Agreement, except: (a) Article 9 (Minimum Spend Commitment), Article 10 (Relationship Management), Article 12 (Disaster Recovery and Business Continuity), and Article 15 (Audit) will be excluded; (b) Section 8.6 (Price Review), Section 8.7 (Third Party Benchmarking), and Section 8.8 (Service Level Review) will be excluded, but any adjustment or other changes resulting from the exercise of those terms under this Agreement will also apply to the Affiliate Agreements; and (c) any other terms which are expressly excluded from the applicable Affiliate Agreement. An Affiliate Agreement will apply only to any Affiliate Statement of Work entered into between such TELUS Group Member and TI. For clarification, such new agreement will apply to the TELUS Group Member as if it were “TELUS” hereunder and such Affiliate Statement of Work will be a Statement of Work under such new Affiliate Agreement. In no event will TELUS be responsible for the acts or omissions of such TELUS Group Member, nor will such TELUS Group Member be responsible for the acts or omissions of TELUS hereunder. Default by one TELUS Group Member will not affect the rights of TELUS or any other TELUS Group Member that purchases Services under this Agreement and default by TELUS will not affect the rights of any TELUS Group Member that purchase Services under this Agreement. TELUS and TI agree that this Section 4.2(c) will apply to any Affiliate Statement of Work executed by any TELUS Group Member and TI on or after the Effective Date and each Affiliate Statement of Work set out in Schedule 4.2(c). In this Section 4.2(c), “Affiliate Statement of Work” means each statement of work agreed to by TI and a TELUS Group Member in connection with this Agreement, in each case

describing, among other things, the Services to be delivered under such statement of work, the term, the locations from which the Services will be delivered, and the applicable Service Levels, KPIs, Fees and [***] and Incentive Targets (if any).

4.3 Location of Services

(a) Except as may be provided for in or permitted by an approved Business Continuity Plan or Disaster Recovery Plan, TI shall provide the Services from the locations specified in the applicable SOWs.

(b) Any request by TI to provide Services from a different service location than that specified in the applicable SOW (other than in the context of the implementation of an approved Disaster Recovery Plan or Business Continuity Plan in accordance with their respective terms) shall be dealt with through the Change Management Procedures and shall require the prior written consent of TELUS or the TELUS Group Member, as applicable, which consent may be withheld in its sole discretion. For any such approved Change of service location, TI will reimburse to TELUS or the TELUS Group Member, as applicable, any incremental costs and expenses reasonably incurred by TELUS as a result of such change of service location.

(c) If TELUS or the TELUS Group Member, as applicable, requests that TI provide the applicable Services from a different service location than that specified in the applicable SOW, TI shall use commercially reasonable efforts to comply with such request. The parties to the SOW shall, through the Change Management Procedures, agree on any changes required to the applicable Fees for such Services and TELUS or the TELUS Group Member, as applicable, shall reimburse to TI any one-time incremental costs and expenses reasonably incurred by TI as a result of such change of service location.

4.4 Software Virus and Disabling Code

If TI becomes aware that a Software Virus or Disabling Code is contained in the Services or any deliverable, TI will immediately notify TELUS and either immediately remove the Software Virus or Disabling Code from the Services or deliverable to the reasonable satisfaction of TELUS or replace the affected Service or deliverable with a materially equivalent Service or deliverable that does not contain a Software Virus or Disabling Code.

4.5 Non-Exclusive

This Agreement is non-exclusive and does not in any way limit TELUS’ or TELUS Group Member’s right to contract with any other Person for the provision of services similar or identical to the Services, or for the provision by TI of other products or services to TELUS or TELUS Group Members.

ARTICLE 5
CHANGE IN SERVICES

5.1 Change in Services

At any time, either Party may request a Change. If the requested change relates solely to a SOW executed by a TELUS Group Member, a reference to TELUS or a Party in this Article will be deemed to be a reference to the applicable TELUS Group Member. All Changes must be initiated through the change management procedures set forth in this Article 5 (the “Change Management Procedures”) by submitting to the other Party a written notice including all relevant information reasonably required for the proper consideration of such Change (such written notice for any Change other than a Mandatory Change being called a “Regular Change Request”).

5.2 Change Request

Following the delivery of a Regular Change Request, the following provisions will apply:

(a) upon receipt of a Regular Change Request from TELUS, TI will prepare a proposal (a “Change Proposal”) within ten (10) Business Days, (or such longer or shorter period of time as agreed to by the Parties, which Change Proposal will include a description of the impact of the proposed Change on the following (to the extent applicable having regard to the nature of the proposed Change):

(i) the cost of implementation;

(ii) the rights and obligations of the Parties under this Agreement or any SOW;

(iii) the Services;

(iv) the Service Levels or KPIs;

(v) an increase or decrease to the Fees; and

(vi) any other relevant matter related to this Agreement or any SOW that will be materially impacted.

(b) If TI initiates a Regular Change Request, TI will prepare and include a Change Proposal with the Regular Change Request.

(c) TELUS will provide TI with a written response to the Change Proposal within ten (10) Business Days, or such longer or shorter period of time as agreed to by the Parties, of receipt of the Change Proposal from TI, indicating TELUS’ approval of the Change Proposal, its rejection of the Change Proposal (indicating its reasons), the terms of a counter proposal acceptable to TELUS or notice of additional time required by TELUS to consider the Change Proposal.

(d) Any Change Proposal approved by TELUS without modification, or any counter-proposal made by TELUS and accepted by TI, will constitute a Change Order, and TI will implement the Change in accordance with the particulars of the Change Order.

(e) If the Parties disagree on any matter relating to a Regular Change Request the matter will be treated as a Dispute to be resolved pursuant to the Dispute Resolution Process, up to but not including arbitration. If the Parties are unable to settle the Dispute through the Dispute Resolution Process, the Regular Change Request will be deemed to have been rejected.

5.3 Mandatory Changes

TELUS may require TI to implement a Mandatory Change by the delivery of a written request (a “Mandatory Change Request”) to TI, in which case the following provisions will apply:

(a) the approval or agreement of TI to the Mandatory Change Request is not required;

(b) the Mandatory Change Request will immediately become a Change Order upon the issuance of the Mandatory Change Request by TELUS, and TI will implement the Mandatory Change following receipt of the Mandatory Change Request from TELUS as soon as reasonably practicable to do so, provided that:

(i) TI shall not be required to implement any Mandatory Change which is not technically possible or which, if implemented, would cause TI to be non-compliant with applicable Laws (an “Excluded Mandatory Change”); and

(ii) any Excluded Mandatory Change shall be handled by the Parties as a Regular Change Request.

(c) if, as a result of the Mandatory Change, the Fees are to be increased, decreased or otherwise changed, or any Service Levels, KPIs, time frames, or other terms and conditions of this Agreement or a SOW will be impacted, and a determination must be made regarding the particulars of such increase, decrease, change or impact, then the following procedures will apply:

(i) after receipt from TELUS of the Mandatory Change Request, TI will provide TELUS with its proposed adjustment to the Fees and any impact on Service Levels, KPIs, time frames or other terms, with supporting information, including with regard to any increase or decrease to the Fees (an “Impact Assessment”);

(ii) after TELUS has received and reviewed the Impact Assessment from TI, TELUS will, acting reasonably, and after due consideration of the Impact Assessment, by written notice to TI set the adjustment to the Fees or such other adjustment or change to the Service Levels, KPIs, time frames or other terms and conditions of this Agreement or the SOW, which adjustment or change will take effect immediately;

(iii) if TI disputes any adjustment or change set by TELUS pursuant to paragraph (ii) above, TI shall implement the Mandatory Change notwithstanding the dispute and the dispute will be settled pursuant to the Dispute Resolution Process;

(iv) the adjustment or change determined by TELUS will apply until any Dispute has been resolved between the Parties, at which time the Parties will make such adjustments as may be necessary to give effect to the resolution of the Dispute, retroactive (to the extent possible) to the date of the implementation of the Mandatory Change giving rise to such Dispute; and

(v) the undisputed portion of any adjustment to Fees as set forth in the Impact Assessment will be paid by TELUS at the time TI implements the Mandatory Change, with any adjustment to Fees subject to any Dispute being payable upon resolution of the Dispute.

5.4 Legal Effect of Change Orders

A Change Order will be deemed to constitute an amendment to this Agreement and any applicable SOW. From and after the effective date of a Change Order, this Agreement and any applicable SOW will be interpreted as having been amended by the Change Order.

5.5 Change Disputes

Any disagreement or dispute with respect to a Change, including but not limited to any Fee adjustment required as a result of a Change, shall be treated as a Dispute and dealt with in accordance with the Dispute Resolution Process:

(a) up to but not including arbitration if the Change is a Regular Change; and

(b) up to and including arbitration if the Change is a Mandatory Change.

ARTICLE 6
SERVICE LEVELS

6.1 Service Levels and KPIs

TI shall provide the Services to TELUS or TELUS Group Member, as applicable, at or above the applicable Service Levels and shall make commercially reasonable efforts to meet or exceed the applicable KPIs. Without limiting the generality of the foregoing, TI shall make commercially reasonable efforts to perform the Services at overall levels of accuracy, completeness, timeliness, responsiveness, resource efficiency and productivity equal to or higher than accepted industry standards for first tier providers of comparable services.

6.2 [***] and [***]

(a) The Service Levels and KPIs under the SOWs will be subject to this Article 6 and the Service Level Methodology attached as Schedule 6.2.

(b) Subject to Section 6.4, in the event that TI [***] which [***], TI shall issue to TELUS or the TELUS Group Member, as applicable, the [***] calculated in the manner specified in the applicable SOW. If the same event causes more than one [***] in any particular SOW in a particular month, TI will only be obligated to [***], as chosen by TELUS or the TELUS Group Member, as applicable, in its discretion, in respect of [***].

(c) The parties to a SOW may agree in a SOW to waive or suspend the [***] and [***] for [***] for an agreed period of time in connection with the ramp-up or ramp-down of specific projects. Ramp-up and ramp-down periods shall be as set out in the applicable implementation plan or transition-out plan.

(d) [***] constitute a [***] of [***] which TELUS or the TELUS Group Member, as applicable, will [***] as a result of the applicable [***], and do not and will not [***]. The issuance or granting of [***] is a non-exclusive remedy and TELUS or the TELUS Group Member, as applicable, is entitled to pursue any and all remedies it may have under this Agreement or at law in connection with [***] notwithstanding that TI issues a [***] in respect of [***].

(e) Where TELUS or the TELUS Group Member, as applicable, is entitled to a [***], TI shall apply the [***] to the monthly invoice for the particular SOW for the month following the month in respect of which the [***] was [***]. To the extent not [***], [***] (other than [***] referred to in the next sentence) may be carried over to subsequent months. In no event will [***] payable by TI for [***] in [***] exceed [***] of [***] for such month, excluding [***].

(f) A SOW may provide for an [***] to TI in respect of a particular [***]. TI may only use [***] to [***] against [***] provided or available to TELUS or the TELUS Group Member, as applicable, as further described in the particular SOW.

(g) TI shall apply [***] to the monthly invoice for the particular SOW for the month following the end of the applicable [***] period in respect of [***], and will either [***] such [***] against [***] otherwise being [***] on the same invoice (if any) or, if greater than the amount of [***], the difference will be added to such invoice as a [***] (up to [***] equal to the [***] previously [***] and not otherwise offset against previous [***] in the previous [***] months).

6.3 Incentive Targets

A SOW may provide for a bonus payment to TI where TI meets an Incentive Target. Where TI has earned an Incentive Target bonus, TI shall apply the prescribed bonus amount to the monthly invoice for the particular SOW for the month following the month in respect of which it was earned.

6.4 Excused Failure

Notwithstanding any other provision of this Agreement or any SOW, TI will not be liable for Service failure or disruption, including the payment of Service Level Credits, where the failure or disruption is an Excused Failure. Where the cause of the Service failure or disruption is only partially attributable to the causes contained in the definition of Excused Failure, the parties to the applicable SOW shall, acting reasonably, apportion liability for payment of the applicable Service Level Credit(s) based on a proportionate basis.

6.5 Chronic Service Failure

In the event of a Chronic Service Failure, TI shall, after resolving any immediate problem: (i) investigate, assemble and preserve pertinent information with respect to, and report on the causes of, the problem, including performing a root cause analysis of the problem; (ii) prepare and submit to TELUS or the TELUS Group Member, as applicable, within thirty (30) days of such Chronic Service Failure a formal remediation plan outlining the steps and procedures which TI recommends should be taken to correct the problem; (iii) upon TELUS’ or the TELUS Group Member’s, as applicable, approval of the formal remediation plan, implement the formal remediation plan, in no case later than ninety (90) days after such Chronic Service Failure; and (iv) take appropriate preventative measures so that the problem does not recur. TELUS’ or the TELUS Group Member’s, as applicable, rights and TI’s obligations under this Section will be without prejudice to all other rights and remedies TELUS or the TELUS Group Member may have under this Agreement and the applicable SOW.

6.6 Record Keeping and Service Level Reporting

(a) TI will keep and safeguard: (i) all operational Data of TI relevant to the provision of the Services and required for the calculation of the Service Levels, KPIs, Service Level Credits, Earn Back Credits, Incentive Targets and [***] for a period of twelve (12) months following the date the applicable Services were provided; and (ii) all other relevant financial and accounting books and records relating to the Services for the duration of the Term and twelve (12) months after the date of termination or expiration of the Term; subject, in all cases, to any longer period required by applicable Law or by TI’s or TELUS’ document retention policies. In the case of any pass-through charges or reimbursable expenses made by TI on TELUS’ or the TELUS Group Member’s, as applicable, behalf, such financial and accounting books and records shall include supporting vouchers, invoices and other documentation showing all expenditures, charges, taxes and related calculations.

(b) TI shall deliver to TELUS and the applicable TELUS Group Member(s) monthly reports, within twenty-five (25) days of each month end, in a form to be agreed between TI and TELUS through the Governance Process (the “Service Level Reports”) (including at TELUS’ request, executive summaries) identifying, for each SOW:

(i) the actual level of performance achieved with respect to the Service Levels, KPIs and Incentive Targets specified in the SOW,

(ii) details surrounding any failure or disruption of services, including any failure to achieve Service Levels and KPIs, Excused Failures or Chronic Service Failures, and summaries of root cause analyses and corrective action taken by TI,

(iii) the amount of applicable Service Level Credits and Earn Back Credits, if any, credited or to be credited in respect of the applicable month,

(iv) the bonus amount, if any, payable to TI for achievement of Incentive Targets during the applicable month, and

(v) such other information as may be required by each applicable SOW and such other information or data pertaining to the Service Levels and KPIs and performance of the Services that TELUS may reasonably request from time to time.

ARTICLE 7
CONTINUOUS IMPROVEMENT

7.1 Continuous Improvement

(a) The Parties recognize that in a long-term services arrangement there are opportunities to improve the quality, efficiency and cost effectiveness of the Services over time. Accordingly, TI agrees to make commercially reasonable efforts during the Term to proactively identify opportunities to improve the quality, efficiency and cost-effectiveness of the Services including, where applicable, the implementation of new business processes and technology. TI shall report on, and the Parties will discuss, such opportunities as a recurring relationship governance item.

(b) In addition to the general commitment by TI on continuous improvement under Section 7.1(a), the parties to a SOW may agree on a [***] for a particular Service, to be set out in the applicable SOW. If TI [***] to [***] the [***], TI will [***] the [***] to TELUS or the TELUS Group Member, as applicable, set forth in the applicable SOW on the first invoice of the Contract Year immediately following the Contract Year in which [***]. The [***] will be in addition to any [***] for [***] to [***] the [***] in accordance with Section 9.1(e).

ARTICLE 8
FEES, PRICE REVIEW AND BENCHMARKING

8.1 Guiding Principle in Establishing the Fees

The Fees payable to TI pursuant to this Agreement and the SOWs have been and shall be established on an arm’s length/fair market value basis, in line with competitive prices for comparable services with similar terms between unrelated parties.

8.2 Fees

(a) In consideration of TI providing (or causing to be provided) the Services, TELUS or the TELUS Group Member, as applicable, shall pay to TI the Fees set forth in each SOW (as amended from time to time) together with all applicable Taxes and Regulatory Fees. Each SOW will set forth the methodology used to calculate the Fees and provide an itemized breakdown of the Fees payable for the Services delivered pursuant to that SOW. For any SOW in place as at the Effective Date which has Fees priced in Canadian dollars (including as expressly stated in the SOW or pursuant to Section 1.4), TI will invoice TELUS for such Fees together with any applicable Taxes and Regulatory Fees in United States dollars using a conversion rate of:

1 Canadian dollar = 0.80 United States dollars

(the “Fixed Conversion Rate”). At the time of renewing such SOW(s), or at such earlier time as may be agreed by the Parties, the Fees in such SOW(s) will be restated in United States dollars using the Fixed Conversion Rate.

(b) Except as otherwise specified in a SOW, Fees for Services covered by the Global Rate Card will be based on the rates set forth in the Global Rate Card. For new Services not covered by the Global Rate Card, where possible TI will use Fees for then current similar Services as a baseline reference point for pricing such new Services. Notwithstanding anything else in this Agreement, Fees for Services subcontracted by TI to [***] (“[***]”) pursuant to a SOW set out in Schedule 8.2(b)(i) ([***] SOWs) or pursuant to any other SOW executed by TI and TELUS after the Effective Date (“[***] Services”) will be based on the rates set forth in such SOW, and such [***] Services shall be excluded from any Benchmarking pursuant to Section 8.8 (Third Party Benchmarking).

(c) If a SOW provides for the reimbursement to TI of out of pocket expenses, TI shall invoice TELUS or the TELUS Group Member, as applicable, and TELUS or the TELUS Group Member shall pay TI, for such out-of-pocket expenses which TI or its authorized subcontractors reasonably and necessarily incurred in order to perform the Services under that SOW, provided that: (i) the types of expenses being claimed are pre-approved by TELUS or the TELUS Group Member, as applicable, or, if specified in a SOW, the actual expenses are pre-approved by TELUS or the TELUS Group Member, as applicable; (ii) such payments shall not exceed the limits, if any, set forth in the applicable SOW, and (iii) TI submits reasonable supporting documentation.

(d) Except for the Fees and other charges expressly provided for in this Agreement, and except as otherwise set forth in any SOW:

(i) TELUS or the TELUS Group Member, as applicable, shall not be responsible for any fees, charges or expenses incurred by TI in connection with this Agreement, the SOWs and the Services; and

(ii) TI and TELUS or the TELUS Group Member, as applicable, will be responsible for its cost of providing all facilities, personnel, training, supplies and other resources as are necessary to perform its obligations under this Agreement and the SOWs.

8.3 Invoicing and Payment

(a) TI and TELUS agree that all invoices will be denominated and delivered by TI in United States dollars and invoiced amounts will be paid by TELUS or the TELUS Group Member, as applicable, in United States dollars, subject to the other terms in this Agreement.

(b) Within fifteen (15) Business Days after the end of each month, or at such other time as may be agreed in the applicable SOW, TI shall deliver an invoice to TELUS or the TELUS Group Member, as applicable, by email or any other method agreed to by the Parties, for the Services covered in a SOW and delivered by TI in the immediately

preceding month. TELUS or the TELUS Group Member, as applicable, shall, subject to Section 8.4, pay the amount due within sixty (60) days following receipt of the invoice, by electronic funds transfer or any other means mutually acceptable to the Parties.

8.4 Fee Disputes

(a) If TELUS (on behalf of itself or a TELUS Group Member) wishes to dispute an invoice, it shall do so through the Dispute Resolution Process. TELUS shall promptly advise TI of the amount of the invoice that TELUS considers to be in Dispute, together with a reasonably detailed description of the Dispute, and will promptly pay any undisputed portion (and TELUS may withhold payment of the disputed portion). Each Party will continue performing its obligations under this Agreement while any dispute is being resolved unless and until such obligations are terminated by the termination of this Agreement or by the termination or expiration of an applicable Statement of Work except that, notwithstanding the foregoing, each Party will continue to perform its obligations pursuant to Section 19.6 for the period of time set out therein.

(b) Payment by TELUS or the TELUS Group Member, as applicable, shall not preclude TELUS from contesting any charges TELUS believes to be improper or incorrect, and acceptance by TI of a partial payment will not constitute a waiver by TI of any claim that it may have to receive full payment of the invoice. Any such claims, whether by TI or by TELUS, shall be dealt with pursuant to the Dispute Resolution Process.

8.5 Taxes and Regulatory Fees

(a) The Fees set out in the SOWs do not include any Taxes or Regulatory Fees payable by TELUS or the TELUS Group Member, as applicable, under this Agreement or any SOW.

(b) TI will separately itemize all Taxes and Regulatory Fees on the invoice, unless otherwise specified or required by applicable Laws. TELUS or the TELUS Group Member, as applicable, shall pay Taxes and Regulatory Fees at the same time as the Fees set forth in the invoice.

(c) Unless TELUS or the TELUS Group Member, as applicable, provides TI with a valid tax or regulatory exemption certificate that is received by TI in a timely manner prior to issuance of the invoice, TELUS or the TELUS Group Member will pay or reimburse TI for Taxes or Regulatory Fees which are payable by TELUS or the TELUS Group Member to any Governmental Authority under applicable Laws arising from the Services, when invoiced by TI. TELUS’ or the TELUS Group Member’s obligations pursuant to this clause shall survive any termination of this Agreement or any SOW.

(d) TI will specify any applicable tax registration numbers and any other information required under applicable Laws on the invoices and related documentation.

(e) TI shall not be required to honor or comply with any Tax or Regulatory Fee exemption unless TI has first received a valid and acceptable Tax or Regulatory Fee exemption certificate or other appropriate documentation issued by the applicable Governmental Authority.

(f) If TELUS or the TELUS Group Member, as applicable, claims a Tax or Regulatory Fee exemption and TI relies on such exemption and does not collect the Tax or Regulatory Fee, and such certificate or other reliance by TI is subsequently found to be invalid by a Governmental Authority, then TELUS or the TELUS Group Member shall compensate TI for any assessments for such Tax or Regulatory Fee levied on TI, and TELUS or the TELUS Group Member shall be liable for any such uncollected Tax or Regulatory Fee, as well as any and all late charges, penalties or interest assessed thereon by any Governmental Authority.

(g) The Parties agree to cooperate with each other in good faith to enable each Party to determine its Tax liabilities accurately and to reduce such liabilities to the extent permitted by applicable Law, including without limitation by way of such Tax elections as may reasonably be requested by the other Party, provided that neither Party shall be required to agree to any Tax election or to any Change in the structuring of the Fees (or any other Change) requested by the other Party if and to the extent that such Party reasonably believes that such Tax election or Change could have material adverse Tax consequences for it.

8.6 Price Reviews

(a) TELUS may, [***], request a review (a “Price Review”) of the then-current pricing of Services to evaluate the value that TELUS and TELUS Group Members are receiving for Services relative to what TI provides (directly or through the other TI Parties) to its Third Party customers for Comparable Services. Such Price Review may, at the request of TELUS, also include a Service Level Review.

(b) In order to initiate a Price Review and, if applicable, a Service Level Review, TELUS shall provide TI with written notice (a “Price Review Notice”) within [***] after [***]. The Price Review Notice shall specify the particular Services and service locations which will be the subject of the Price Review and, if applicable, the Service Level Review. The Parties recognize that given the number of Services that TI provides, directly or indirectly, to TELUS and the level of effort required to properly normalize comparables, it is neither practical nor desirable to undertake a review of all, or substantially all, of the Services in any single Price Review. Accordingly, unless otherwise mutually agreed by the Parties, a particular Price Review/ Service Level Review will be limited to those core Services identified in the Price Review/Benchmarking Sampling List attached as Schedule 8.7, together with a selection of other Services, if any, that TELUS acting reasonably designates in the Price Review Notice.

(c) Within [***] of TELUS providing a Price Review Notice, TI and TELUS will agree on a terms of reference document (the “Terms of Reference”) for the Price Review and, if applicable, the Service Level Review. The Terms of Reference will set out the Services

to be sampled, the customer agreements to be used as Comparable Services, the applicable Normalization Factors, and the timeline to conduct and complete the review. TI shall prepare the initial draft of the Terms of Reference for review and discussion by the Parties, who shall use commercially reasonable efforts, acting in good faith, to finalize them expeditiously.

If TI is unable to identify a minimum of [***] appropriate, then-current, major Third Party customer services arrangements to use as Comparable Services, the Parties may agree to use only [***] Comparable Services, or may agree to defer the Price Review with respect to certain Services until [***], or to be included instead in an external Benchmarking. TELUS shall also have the right, but not the obligation, to submit Third Party customer agreements (or redacted information from such agreements) for consideration as Comparable Services. In addition to the minimum Third Party customer services arrangements noted above, TI shall use at least [***] Third Party customer agreement (or redacted information from such agreement) submitted by TELUS as Comparable Services for purposes of the Price Review.

(d) Forthwith upon completion of the Terms of Reference TI will undertake the Price Review and, if applicable, the Service Level Review on a location by location and Service by Service basis. TI will normalize each Comparable Service and corresponding fees, using the agreed Normalization Factors in accordance with the Terms of Reference, to account for differences between the Services subject to the Price Review and the Comparable Services.

(e) Forthwith upon completion of the review, and in any event no more than [***] following the date that the Parties complete the Terms of Reference, TI will prepare a written report (the “Price Review Report”) setting out TI’s findings with respect to the Fees for the Services which are the subject of the review, relative to the fees for the Comparable Services, and with respect to the results of the Service Level Review, if applicable. The Price Review Report will include the methodology and calculations used to arrive at the findings. The Price Review Report will present the findings in a manner that respects customer confidentiality but allows TELUS to understand the comparables, methodology and outcome. TI shall provide a copy of the draft report to TELUS for review and input prior to finalizing. Any disagreement by TELUS on the content of the Price Review Report will be documented in, and form part of, the final Price Review Report.

(f) TELUS may, at its sole cost and expense, engage an advisor, who shall be an accountant or other professional with experience in evaluating pricing and related comparables, to assist TELUS in the review and consideration of the Terms of Reference and the Price Review Report. Prior to allowing such advisor to have access to any Confidential Information of the Parties, including this Agreement, the Parties and such advisor shall enter into a non-disclosure agreement in a form to be agreed between the Parties, which shall include at least the same level of non-disclosure obligations as those contained in this Agreement. Without limiting the generality of the foregoing, the form of non-disclosure agreement shall provide that all information obtained through the Price Review will be considered to be confidential information

which cannot be disclosed or used by the advisor for any purpose other than the Price Review.

(g) If in the Price Review Report, the then-current Fees for any of the Services subject to the Price Review are found to be [***] higher or lower than the normalized average of the fees of the Comparable Services, or if the Service Level Review reveals that changes are required, TI shall concurrently with delivering the Price Review Report make a Fee adjustment proposal to TELUS covering the Fees for the Services subject to the Price Review. The Fee adjustment proposal will adjust Fees so that the adjusted Fees align with the normalized average of the fees for the Comparable Services. If applicable, the Fee adjustment proposal will also cover any required changes to Service Levels. Such proposal may include netting out a proposed price decrease for one Service subject to the Price Review against a proposed price increase for another Service subject to the Price Review. The proposal shall take into account any transfer pricing requirements to which the Parties are bound. The effective date of any price adjustments will be the date of the Price Review Notice. If TI fails to implement any Fee adjustment or change within [***] or any Service Level Change within [***] , the matter shall be dealt with pursuant to the Dispute Resolution Process.

(h) If there is a Dispute between TI and TELUS as to the process or outcome of the Price Review, including without restriction: (i) the preparation or implementation of the Terms of Reference, (ii) the findings in the Price Review Report, or (iii) a Fee or Service Level adjustment proposal by TI, the Dispute will be resolved in accordance with the Dispute Resolution Process. Without limiting the rights and remedies otherwise available to TELUS under this Agreement, where the Dispute involves TELUS disputing a Fee adjustment proposal made by TI, if the difference between the proposal and what TELUS reasonably considers to be an appropriate Fee adjustment is [***], then TELUS may, by providing written notice to TI within [***] of the matter being discussed but not resolved at the end of the period set out in Section 13.1(c), terminate the Services which are the subject of the Fee dispute. For greater certainty, no such termination shall result in a change to the MSC.

(i) Each Party will bear its own costs associated with a Price Review.

8.7 Third Party Benchmarking

(a) TELUS may, at [***], in lieu of a Price Review, request that a benchmarking exercise be conducted (a “Benchmarking”), using a formal benchmarking process to evaluate the value that TELUS and the TELUS Group Members are receiving for the Services relative to what it could obtain from Third Party service providers for Comparable Services. Such Benchmarking may, at the request of TELUS, also include a Service Level Review.

(b) In order to initiate a Benchmarking, TELUS shall provide TI with written notice (a “Benchmarking Notice”) within [***] after [***]. The Benchmarking Notice shall specify the particular Services and service locations which will be the subject of the Benchmarking. The Parties recognize that given the number of Services that TI provides, directly or indirectly, to TELUS and the level of effort required to properly

normalize comparables, it is neither practical nor desirable to undertake a review of all, or substantially all, of the Services in any single Benchmarking. Accordingly, unless otherwise mutually agreed by the Parties, a particular Benchmarking will be limited to those core Services identified in the Price Review/Benchmarking Sampling List attached as Schedule 8.7, together with a selection of other Services, if any, that TELUS acting reasonably designates in the Benchmarking Notice.

(c) Upon delivery of the Benchmarking Notice, the Parties will forthwith agree on and retain a Third Party benchmarker (the “Benchmarker”). The Parties will select the Benchmarker by each Party putting forward a proposed qualified candidate, with the Parties agreeing on one of the two proposed candidates, or if the Parties are unable to agree on one of the two proposed candidates, the Parties selecting another mutually agreed-upon qualified candidate. The Benchmarker shall be an independent industry-recognized benchmarking service provider, with experience in international business process outsourcing services arrangements. Unless otherwise mutually agreed by the Parties, a proposed Benchmarker will be deemed not to be independent if it has provided consulting services to a Party within [***] months prior to the date of its proposed selection or will be providing consulting services to a Party within [***] months following the date of its proposed selection. If the Parties cannot agree on a Benchmarker within [***] from the date of the Benchmarking Notice (or such shorter or longer period as they may mutually agree in writing), then the matter shall be immediately referred to the EGC for determination. If the EGC is unable to agree on a Benchmarker within [***] of the matter being referred to the EGC, TELUS will be entitled to appoint the Benchmarker. For clarity the appointee will be required to meet the independence and qualification requirements set out in this Section.

(d) Prior to allowing the Benchmarker to have access to any Confidential Information of the Parties, including this Agreement, the Parties and the Benchmarker shall enter into a non-disclosure agreement in a form to be agreed between the Parties, which shall include at least the same level of non-disclosure obligations as those contained in this Agreement. Without limiting the generality of the foregoing, the form of non-disclosure agreement shall provide that all information obtained through the Benchmarking will be considered to be confidential information which cannot be disclosed or used by the Benchmarker for any purpose other than the Benchmarking, including for a benchmarking exercise involving any Third Party.

(e) The costs of conducting the Benchmarking shall be borne by TELUS, other than TI’s internal costs in connection with the Benchmarking, for which TI will be responsible. TI will provide (and will cause the applicable TI Parties to provide) reasonable access and co-operation to the Benchmarker for the purpose of conducting the Benchmarking.

(f) The Benchmarker will:

(i) within [***] of being appointed, identify a statistically significant reference group of at least three (3) but not more than five (5) providers of Comparable Services for purposes of the Benchmarking. TI and TELUS shall each have the right, but not the obligation, to submit customer agreements (or redacted

information from such agreements) for consideration by the Benchmarker as Comparable Services; where a Party submits at least [***] customer agreement (or redacted information from such agreement) as a comparable, the Benchmarker shall consider and use [***] of the agreements (or redacted information from such agreements) submitted by the Party;

(ii) within [***] of being appointed as the Benchmarker, submit to TI and TELUS its proposed terms of reference document (the “Terms of Reference”) for the Benchmarking and, if applicable, the Service Level Review. The Terms of Reference will set out the Services to be sampled, the customer agreements to be used as Comparable Services, the applicable Normalization Factors, and the timeline to conduct and complete the review. The Benchmarker shall prepare the initial draft of the Terms of Reference for review and discussion with the Parties, who shall use commercially reasonable efforts, acting in good faith, to finalize them expeditiously with the Benchmarker; and

(iii) forthwith upon completion of the Terms of Reference, undertake the Benchmarking and, if applicable, the Service Level Review, on a location by location and Service by Service basis. The Benchmarker will normalize each of the Comparable Services and corresponding fees, using the agreed Normalization Factors in accordance with the Terms of Reference, to account for differences between the Services subject to the Benchmarking and the Comparable Services, and will explain in its written report of findings how the Normalization Factors were applied.

(g) The Parties will jointly direct the Benchmarker to:

(i) conduct the Benchmarking as promptly as is practicable in the circumstances, and in any event no more than [***] following the settlement of the Terms of Reference;

(ii) issue a preliminary written report of its findings, which each Party will have a period of [***] from receipt (or such other period as the Parties may mutually agree) to review, comment on and request changes; and

(iii) issue a final report of its findings within [***] after the end of the review and comment period (or such other period as the Parties may mutually agree).

(h) In preparing its final report, the Benchmarker may accept or reject the comments and changes requested by either Party as it deems appropriate in its sole discretion.

(i) If based on the results of the Benchmarking, the Fees for any of the benchmarked Services are found to be [***] higher or lower than the normalized average of the fees of the Comparable Services, or if the Service Level Review reveals that changes are required, in each case as set out in the Benchmarker’s final report, TI will have [***]from receipt of the Benchmarker’s final report to make a Fee adjustment proposal to TELUS covering the Fees for the Services subject to the Benchmarking. The Fee adjustment proposal will adjust the Fees so that the adjusted Fees align with the

normalized average of the fees for the Comparable Services. If applicable, the Fee adjustment proposal will also cover any required changes to Service Levels. Such proposal may include netting out a proposed price decrease for one Service subject to the Benchmarking against a proposed price increase for another Service subject to the Benchmarking. TI shall take into account any transfer pricing requirements to which the Parties may be bound. The effective date of any price adjustments will be the date of the Benchmarking Notice. If TI fails to deliver such proposal within such timeline, then TELUS shall be entitled to propose the Fee adjustment or changes to the Service Levels, which adjustment or changes shall be consistent with the Benchmarker’s final report. If TI fails to implement any Fee adjustment or change within [***] or any Service Level Change within [***], the matter shall be dealt with pursuant to the Dispute Resolution Process.

(j) If there is a Dispute between TI and TELUS as to the process or outcome of the Benchmarking including without restriction: (i) the preparation or implementation of the Terms of Reference, (ii) the methodology used by the Benchmarker or any finding contained in the final report of the Benchmarker, or (iii) a Fee or Service Level adjustment proposal by TI, the Dispute will be resolved in accordance with the Dispute Resolution Process. Without limiting the rights and remedies otherwise available to TELUS under this Agreement, where the Dispute involves TELUS disputing a Fee adjustment proposal made by TI, where the difference between the proposal and what TELUS reasonably considers to be an appropriate Fee adjustment is [***], then TELUS may, by providing written notice to TI within [***] of the matter being discussed but not resolved at the end of the period set out in Section 13.1(c), terminate the Services which are the subject of the Fee dispute. For greater certainty, no such termination shall result in a change to the MSC.

8.8 Service Level Review

TELUS may elect to include a Service Level review (a “Service Level Review”) as part of any Price Review or Benchmarking by including such request in the Price Review Notice or the Benchmarking Notice, as applicable. As part of a Service Level Review, TI will (in the case of a Service Level Review forming part of a Price Review) or the Benchmarker will (in the case of a Service Level Review forming part of a Benchmarking) be instructed to formally review the adequacy, appropriateness and achievement of the Service Levels, with a view to:

(a) identifying any adjustments that may be required, including increasing Service Levels, or adjusting Service Level Credits, Earn Back Credits and other consequences of exceeding or not achieving Service Levels; and

(b) adding or deleting such new or existing Service Levels as are appropriate to reflect the ongoing requirements of TELUS and TELUS Group Members and having regard to technology advances and the service levels being achieved by market leaders.

8.9 Set-Off

TELUS or the TELUS Group Member, as applicable, may, upon written notice to TI, set off and deduct, from any amounts payable to TI under this Agreement or any SOW, any undisputed

amounts payable to TELUS or the TELUS Group Member by TI. The failure by TELUS or the TELUS Group Member to set off or deduct any amount from an invoiced payment will not constitute a waiver of TELUS’ or the TELUS Group Member’s, as applicable, right to set off, deduct or collect such amount.

ARTICLE 9
MINIMUM SPEND COMMITMENT

9.1 Minimum Spend Commitment

(a) TELUS hereby commits to a minimum spend in each Contract Year equal to the Initial MSC, subject to adjustment as provided in this Agreement (such amount, as adjusted from time to time in accordance with this Agreement, the “Minimum Spend Commitment” or “MSC”). The MSC represents an aggregate spend amount for all Services provided directly or indirectly to TELUS, TELUS Group Members and other TELUS Affiliates (other than TI and its subsidiaries) by TI Parties (including pursuant to an Affiliate Agreement), and is not allocated or broken down by country, region or Service. For any partial Contract Years (i.e. a Contract Year consisting of fewer than twelve (12) months), if any, the MSC will be pro-rated based on the actual number of days in the Contract Year.

(b) In respect of any Contract Year, irrespective of the timing of the delivery, receipt or payment of the invoice, all: (a) amounts paid that are properly allocable (from an accounting perspective) as revenue to TI or its Affiliates from TELUS or its Affiliates pursuant to: (i) this Agreement; (ii) any Affiliate Agreement; (iii) any other agreement between TI or its Affiliate and TELUS or its Affiliate, unless expressly provided otherwise in such agreement; (b) amounts, if any, paid directly by TELUS or its Affiliates to authorized subcontractors of TI; and (c) amounts, if any, paid indirectly by TELUS or its Affiliates to TI or its Affiliates through a Third Party (for example, where TI is a subcontractor of such Third Party), constitute eligible amounts for the satisfaction of the MSC (collectively, the “MSC Eligible Spend”), subject to the following:

(i) MSC Eligible Spend in a Contract Year that exceeds the MSC for that Contract Year (whether resulting from amounts paid for new business, increased volumes of Services, or any other reason): (A) will not trigger an increase in the MSC for the following Contract Year(s); and (B) will be carried forward to satisfy the MSC in subsequent Contract Year(s);

(ii) amounts paid by TELUS (or a TELUS Affiliate) pursuant to the Amended and Restated Master Reseller Agreement made as of the Effective Date between TI and TELUS (the “MRA”) will be included as MSC Eligible Spend to the extent specifically set out in the MRA;

(iii) Taxes and Regulatory Fees paid by TELUS, TELUS Group Members and other TELUS Affiliates do not qualify as MSC Eligible Spend;

(iv) bonus payments for Incentive Targets that were achieved in such Contract Year and pass-through expenses invoiced in respect of such Contract Year qualify as MSC Eligible Spend; and

(v) Service Level Credits and Earn Back Credits issued in a Contract Year will not be taken into account for the purposes of calculating MSC Eligible Spend (i.e. when calculating MSC Eligible Spend, the Fees paid by TELUS, TELUS Group Members and other TELUS Affiliates for a Service will not be adjusted by the amount of any Service Level Credits or Earn Back Credits issued in respect of such Service); and

(vi) If TELUS sells a division of its business to a Third Party and such Third Party continues to receive Services from a TI Party substantially similar to the Services under a SOW with substantially similar terms to the applicable SOW, then the fees paid by such Third Party to the applicable TI Party pursuant to such SOW (not including any amendments or renewals of such SOW) will qualify as MSC Eligible Spend. For the purposes of this Section 9.1(b)(vi), TELUS will use commercially reasonable efforts to: 1) include a provision in the sale agreement with the Third Party that the Third Party continue to use TI for the Services which TELUS is then receiving from TI in support of the divested business; and 2) recommend and promote TI Services to the Third Party in connection with negotiating and closing the sale transaction.

(c) Within [***] following the end of each Contract Year, TI will calculate the MSC Eligible Spend for the previous Contract Year and if the MSC Eligible Spend is less than the MSC for such Contract Year (unless and solely to the extent that such deficiency is a result of a Termination for Business or Technological Change, a Termination for Default, a Termination for Chronic Service Failure, a Suspension for Force Majeure or a Termination for Force Majeure during the Contract Year), TELUS will pay to TI an amount equal to [***] of the difference between the MSC Eligible Spend for such Contract Year and the MSC for such Contract Year.

(d) Subject to Section 9.1(f), the obligation to pay such invoiced amount will be TELUS’ sole liability for any such failure to meet the MSC for that Contract Year and upon payment of the invoiced amount TELUS will be deemed to have satisfied the MSC for that Contract Year.

(e) TI shall adjust the MSC annually (which adjustment may, for greater certainty, result in either an increase or a decrease of the MSC) on a dollar-for-dollar basis for any of the following events which have occurred during the most recently completed Contract Year:

(i) any Termination for Default, Termination for Chronic Service Failure, Termination for Force Majeure, Suspension for Force Majeure or reinstatement of Services previously subject to a Suspension for Force Majeure, in each case where such termination relates to a Baseline Service;

(ii) any Termination for Business or Technological Change that relates to a Baseline Service;

(iii) any Price Review under Section 8.6 which results in a pricing adjustment to Baseline Services;

(iv) any Benchmarking under Section 8.7 which results in a pricing adjustment to Baseline Services; and

(v) any agreed [***] or [***] not realized as a result of a failure of TI or a TI Party to achieve [***] under a SOW.

Any MSC adjustment required pursuant to this paragraph (e) will be calculated as follows:

(A) In the case of an adjustment pursuant to paragraph (e)(i) or paragraph (c)(ii) above, TI shall adjust the MSC, effective as of the first day of the Contract Year following the year in which such Baseline Service is terminated, by decreasing the MSC by an amount equal to the reasonably projected reduction in annual Fees related to such Baseline Service for the following Contract Year resulting from the termination of such Baseline Service. The reasonably projected reduction shall be calculated based on (i) the original volume for the terminated Baseline Service in the first Contract Year, and (ii) the Fees for such Baseline Service in effect during the Contract Year of termination, irrespective of actual volume in the Contract Year of termination or the projected volume for such Service in the subsequent Contract Year;

(B) In the case of an adjustment pursuant to paragraph (e)(iii) or (e)(iv) above, TI will adjust the MSC by the amount of the change in projected annual Fees for the relevant Baseline Services (calculated by applying the difference in Fees before and after the Price Review or the Benchmarking to the original volumes of the Baseline Services impacted by the pricing adjustment, irrespective of actual current volumes) for the Contract Year following the Contract Year in which the Fee adjustment occurred; and

(C) In the case of an adjustment pursuant to paragraph (e)(v) above, TI will adjust the MSC by the amount of the reasonably estimated annualized Fee savings or cost reductions related to Baseline Services that will not be realized by TELUS or the TELUS Group Member, as applicable, in the subsequent Contract Year.

(f) The Parties hereby establish an MSC Floor, subject to adjustment as provided in this Agreement. In the event of a Termination for Business or Technological Change during a particular Contract Year, as a result of which the MSC Eligible Spend for such Contract Year is below the MSC Floor, TELUS shall replace such lost MSC Eligible Spend with other MSC Eligible Spend by the end of the then-current Contract Year

having a value equal to the difference between the estimated MSC Eligible Spend for such Contract Year, but for the termination, and the MSC Floor.

(g) If TELUS, TELUS Group Members and other TELUS Affiliates do not collectively add MSC Eligible Spend which makes up such difference by the end of the Contract Year, TI shall invoice TELUS for, and TELUS shall pay to TI, an amount equal to [***] of the difference between the actual MSC Eligible Spend in such Contract Year and the MSC Floor. Such payment will be TELUS’ sole liability for the failure to meet the MSC Floor in connection with a Termination for Business or Technological Change for that Contract Year, and upon payment of such amount TELUS will be deemed to have satisfied the MSC Floor for that Contract Year.

(h) For greater certainty: (a) no such shortfall payments will count as MSC Eligible Spend for such Contract Year or for any subsequent Contract Year; and (b) no such shortfall will result in a decrease in the MSC Floor for such Contract Year or for any subsequent Contract Year(s).

(i) The adjustments to the MSC described in Section 9.1(e) can never result in the MSC for the following Contract Year being lower than the MSC Floor for such Contract Year. If the result of the adjustments as calculated pursuant to Section 9.1(e) would result in the MSC for a Contract Year being lower than the MSC Floor for such Contract Year, then the MSC for such Contract Year will be deemed to be equal to the MSC Floor for such Contract Year. Notwithstanding the foregoing, where Services are terminated pursuant to a Termination for Default, a Termination for Chronic Service Failure, a Termination for Force Majeure or suspended for a Suspension for Force Majeure, and as a result of such termination or suspension, the MSC Eligible Spend for such Contract Year were below the MSC Floor, the MSC Floor will be adjusted for the following Contract Year, on a dollar-for-dollar basis, based on the amount by which such termination or suspension caused the MSC Eligible Spend to fall below the MSC Floor, with such adjustment being effective the first day of that Contract Year. If any such adjustment to the MSC Floor relates to a Suspension for Force Majeure and the suspended Services are subsequently reinstated, the MSC Floor will automatically be readjusted upwards, effective the first day of the following Contract Year, by the same amount by which it had initially been reduced for such Suspension for Force Majeure.

(j) The adjustments to the MSC described in Sections 9.1(e), 9.1(f) and 9.1(g) shall be calculated in the following order:

(i) adjustments under Sections 9.1(e)(i) and 9.1(e)(ii);

(ii) adjustments under Sections 9.1(e)(iii), 9.1(e)(iv), and 9.1(e)(v); and

(iii) adjustments under Sections 9.1(f) and 9.1(g).

For clarity, where the MSC has been adjusted, TI will conduct the next annual MSC review using the new MSC, with such new MSC being subject to adjustment in accordance with this Section 9.1.

(k) TI will track and report on the status of the MSC Eligible Spend on a quarterly basis during each Contract Year. Commencing in the second Contract Year, TI will calculate all applicable MSC and MSC Floor adjustments in accordance with this Article 9 within [***] following the commencement of the applicable Contract Year, with the adjustments to be effective as of the first day of that Contract Year. Upon calculating such adjustments, TI will provide written notice of the adjustments to TELUS for review and approval, together with the underlying calculations used to determine the adjustments. Where TI determines that as a result of an adjustment TELUS is obligated to make a payment to TI under this Article, TI will include the amount payable and the underlying calculations used to determine such amount in TI’s adjustment notice to TELUS, together with a related invoice.

(l) Within [***] after the Effective Date, TI will provide to TELUS a draft Schedule 9.1 setting out detailed single and multi-year example calculations of adjustments to the MSC and MSC Floor. Thereafter, TI and TELUS will, acting in good faith, work together to finalize a mutually agreeable Schedule 9.1 containing such examples and execute an amendment adding such Schedule 9.1 to this Agreement. Schedule 9.1 will include, for informational purposes only, examples of adjustments to the MSC and MSC Floor reflecting the Parties’ understanding of how adjustments are to be effected.

ARTICLE 10
RELATIONSHIP MANAGEMENT

10.1 Governance Structure

In order to effectively implement and manage the Services relationship to enable the Parties to realize their mutual objectives set out in Section 2.1, the Parties have agreed to institute and maintain a structured governance process which consists of stakeholder and executive involvement at all levels of the two organizations and formalized relationship reviews. The details of this process (the “Governance Process”) are set forth in this Article and in Schedule 10.1.

10.2 Formal Executive Governance Review

Periodically during the Term, the SMC will review the overall Governance Process, so as to potentially enhance the effectiveness of the structure and processes in order to enable the Parties to:

(a) clearly understand their responsibilities under the Agreement and the SOWs;

(b) work co-operatively together over the Term; and

The SMC will submit its joint written recommendations for improvements, if any, to the Governance Process to the EGC for approval. Once approved, TI will prepare within [***] a draft amendment to this Agreement (and, as applicable, a Change Order) documenting the approved improvements.

10.3 Comprehensive [***]

At its first meeting after the end of the [***], the SMC will form a Working Group responsible to complete a full-scale review of the relevant portions of this Agreement, excluding provisions related to the MSC, MSC Floor and the Term, to assess where the services relationship has been successful and where the services relationship could be improved, having regard to the mutual objectives set out in Section 2.1 (the “[***]”). The Working Group will complete the [***] within [***] of the Working Group’s formation unless extended by direction of the SMC, and will produce and deliver to the SMC a written report containing specific recommendations for improving the services relationship. The SMC will consider and provide feedback on the report, and once the report is finalized will present the report to the EGC. TI will prepare within [***] a draft amendment to this Agreement (and, as applicable, a Change Order) documenting any changes to this Agreement or any SOW which are directed by the EGC and the TELUS and TI Chief Executive Officers, as applicable, arising from the report, recommendations and related discussions, and will similarly amend (or cause to be amended) any authorized subcontract, as required. For greater certainty, in the event of any Dispute with respect to any proposed change to this Agreement or to any SOW resulting from the [***], there shall be no recourse to arbitration under the Dispute Resolution Process.

10.4 [***]

If at any time there is a proposed [***], either Party may, by written request to the other Party, initiate a [***] of the Specified Provisions (and any other provisions of this Agreement or any SOW as may be mutually agreed between the Parties, in their sole discretion) prior to completion of the [***] (including for the purpose of [***]). The [***] of any Specified Provision will be completed by the SMC with direction from the EGC. A Party shall, subject to applicable confidentiality restrictions and compliance with applicable Law, give the other Party prior written notice of any [***]. The Parties agree to use commercially reasonable efforts to negotiate in good faith such amendments as may be necessary or appropriate in light of the [***] before the [***] completes; provided however that, having used commercially reasonable efforts to reach agreement (including through the Dispute Resolution Process, up to but not including arbitration), neither Party is required to agree to any amendment to the provisions of this Agreement or any SOW, including the Specified Provisions.

10.5 Performance Review

(a) TI shall prepare and deliver to TELUS, for review and discussion by TELUS, a quarterly report identifying the actual level of performance achieved with respect to all [***] then in effect under the SOWs, and for the [***] in each [***], details surrounding any failure to achieve [***] in the current [***] and the [***] to TELUS, as applicable.

(b) Upon signing this Agreement, the Parties will create a form of [***] business review scorecard (the “Balanced Scorecard”) as a measurement tool to assess and evaluate the effectiveness of the services relationship and to identify areas of potential or necessary improvement. The Balanced Scorecard will be subject to input and approval of TELUS through the SMC. Regular client satisfaction surveys and the [***] report described in paragraph (a) above will form a component of the Balanced Scorecard. Once created,

for each [***] thereafter during the Term, TI will prepare a Balanced Scorecard, to be delivered to TELUS on a schedule to be agreed by the Parties and which aligns with the applicable Relationship Governance meetings. TI shall include all necessary supporting documentation with the completed Balanced Scorecard. The Parties will periodically review the format and elements of the Balanced Scorecard as part of the relationship reviews provided for at Sections 10.2 and 10.3.

10.6 Key Personnel

(a) If any Representatives or other personnel of TI are listed as key personnel in a Statement of Work, the services of such individuals (“Key Personnel”) are deemed essential to the satisfactory performance of the Services by TI. For clarity, the designation of any personnel as Key Personnel must be mutually agreed to by the parties to the Statement of Work.

(b) TELUS will have the right to recommend and approve the initial assignment, as well as any proposed reassignment or replacement, of any Key Personnel. Before assigning an individual to any Key Personnel position, TI will notify TELUS of the proposed assignment, will introduce the individual to the appropriate TELUS representatives, and will provide TELUS with a resume and any other information about the individual reasonably requested by TELUS. TELUS reserves the right to interview the individual before granting approval.

(c) TI will not remove any Key Personnel from their assigned roles without the prior written consent of TELUS, except where such Key Personnel must be replaced for reasons of illness, disability, resignation, termination or promotion. TELUS reserves the right to require the immediate removal from provision of the Services of any TI Representatives or Key Personnel who are found, in the judgment of TELUS, to be unacceptable.

(d) Replacement personnel for any removed Key Personnel will have experience and qualifications that are equal or superior to those of the removed personnel and will be available within [***] of such removal. Even if replacement personnel are provided, TI will still be responsible to meet its completion dates as set forth in the Statement of Work.

ARTICLE 11
POLICIES, CODES AND REQUIREMENTS

11.1 TELUS Policies and Codes

(a) TI shall comply with the TELUS policies and codes listed in Schedule 11.1 and any other applicable policies and codes made available by TELUS to TI up to the Effective Date (collectively, the “TELUS Policies and Codes”). TI shall also comply with new, additional or amended policies and codes as TELUS may, from time to time, reasonably require TI to comply with by notice to TI after the Effective Date through the Change Management Procedures, which compliance may, at TELUS’ option, constitute a Mandatory Change pursuant to the Change Management Procedures.

(b) TELUS hereby confirms to TI that it has obtained, and will obtain, any consents required under applicable Privacy Laws in order to provide TI with access to Personal Information of TELUS’ customers and employees for purposes of providing the Services.

11.2 Security Requirements

(a) Without limiting the generality of Section 11.1, in delivering Services, TI and its Representatives and authorized subcontractors will at all times comply with TELUS’ Information Security Requirements attached as Schedule 11.2 and all other security policies, requirements and standards applicable to the premises, facilities, systems and data of TELUS or the TELUS Group Member, as applicable, of which TELUS or the TELUS Group Member notifies TI. In the event that any such TI Representative or authorized subcontractor fails to comply with the Information Security Requirements and such policies and requirements, TI will immediately remove such individual from the provision of Services pursuant to this Agreement and any SOW. Further, if, in the sole opinion of TELUS, any such TI Representative or authorized subcontractor is deemed to present a security risk to TELUS, TELUS may require that TI immediately remove such individual from the provision of Services. References to authorized subcontractors in this Article 11 include the employees and representatives of such authorized subcontractor.

(b) TI will complete, at its own expense, TELUS’ security clearance process, for all of TI’s and TI’s subcontractors’ Representatives and other personnel who are to be provided access to TELUS’ premises, facilities or systems. Within 30 days of on-boarding a TI or TI subcontractor Representative or other personnel, a TELUS attestation letter must be remitted to TELUS by TI, which confirms TI has completed and retained the following documents:

(i) TELUS Consent for Criminal Record Check;

(ii) verification of identity; and

(iii) current criminal records check with no criminal record (current is recent 12 months).

TI will retain such documents for five (5) years. Upon request by TELUS, TI will provide the completed documents to TELUS to verify completion and accuracy.

ARTICLE 12
DISASTER RECOVERY AND BUSINESS CONTINUITY

12.1 Disaster Recovery Plan; Business Continuity Plan

(a) TI covenants that it has developed and will update regularly, in conjunction with TELUS, a disaster recovery plan to deal with the recovery and restoration of critical infrastructure supporting the Services under this Agreement and any Affiliate Agreement (each a “Disaster Recovery Plan”) and a business continuity plan to deal

with TI’s ability to continue critical business processes impacted by any business interruption (each a “Business Continuity Plan”), in each case consistent with industry standards, for each TI location from which Services are provided under this Agreement, any Affiliate Agreement and any SOW. In addition, TI will require that any authorized subcontractors of TI also maintain and keep current reasonable disaster recovery plans for locations from which such authorized subcontractors perform Services. TI will provide TELUS with complete copies of the plans and any amendments made to the plans. The Parties will meet once during a Contract Year, or such other frequency as may be mutually agreed, to test, and if necessary, update or supplement the plans. Once adopted, TI shall maintain the approved plans in place and shall not make any changes to the plans without the prior consent of TELUS.

(b) Upon the occurrence of an Event of Force Majeure or other business interruption contemplated by the applicable Business Continuity Plan and/or Disaster Recovery Plan, TI shall immediately notify TELUS and if applicable the TELUS Group Member in writing, activate and comply with the applicable Business Continuity Plan and Disaster Recovery Plan and restore the affected Services (including “Services” as defined under any Affiliate Agreement) as soon as reasonably possible (but in any event within time period set out in the applicable Business Continuity Plan, Disaster Recovery Plan or the affected SOW). TI will provide TELUS and if applicable the TELUS Group Member with regular updates on the status of the Event of Force Majeure and the implementation and functioning of the Business Continuity Plan and Disaster Recovery Plan in accordance with such plans.

(c) Without limiting TI’s obligations hereunder, whenever an Event of Force Majeure or other business interruption contemplated by the applicable Business Continuity Plan and/or Disaster Recovery Plan causes TI to allocate limited resources among TI’s customers, TI will not take resources used to provide the Services (including “Services” as defined under any Affiliate Agreement) to TELUS or a TELUS Group Member and re-deploy them to provide services to other TI customers without the prior written consent of TELUS or a TELUS Group Member, as applicable. When allocating additional resources as a result of an Event of Force Majeure or other business interruption contemplated by the applicable Business Continuity Plan and/or Disaster Recovery Plan, TI will treat TELUS and each TELUS Group Member no less favourably than any of its other customers in the allocation of such resources.

ARTICLE 13
DISPUTE RESOLUTION

13.1 Dispute Resolution Process

(a) The Parties agree to use good faith efforts to resolve any dispute, controversy or claim relating to or arising from or related to this Agreement or any SOW (in each case, a “Dispute”), in accordance with the Dispute Resolution Process set forth in this Article 13. In the case of a Dispute under a SOW, TI and TELUS or TELUS Group Member, as applicable, will attempt in good faith to resolve such Dispute informally through their respective personnel named in the applicable SOW or, if no such personnel is named in the applicable SOW, through the applicable TI CSM and the

TELUS Rep (as such terms are defined in Schedule 10.1) responsible for the affected Services. If they are not able to resolve such Dispute within ten (10) Business Days or such other time period as may be set forth in the applicable SOW, TI or TELUS (on behalf of itself or the TELUS Group Member) may commence the formal Dispute Resolution Process under this Article 13.

(b) Either Party may commence the Dispute Resolution Process by informing the other Party and the SMC in writing of the nature of the Dispute with all relevant information (a “Dispute Notice”). The SMC will meet within five (5) Business Days of the receipt of the Dispute Notice to review the information with the objective of resolving the Dispute. The SMC will, in response to the other Party’s reasonable requests, meet as often as reasonably required and provide any other information reasonably related to the Dispute with the objective of resolving the Dispute.

(c) If the SMC is unable to resolve the Dispute within twenty (20) Business Days of the initial referral in Section 13.1(b), either Party may refer the matter to the EGC by written notice to the other Party and to the EGC. If the EGC cannot resolve the Dispute within fifteen (15) Business Days of their referral, or within any other delay as may be agreed between the Parties, either Party may, by notice in writing to the other Party, refer the Dispute to binding arbitration as set out below.

(d) Any Dispute which cannot be settled in accordance with Sections 13.1(a) to 13.1(c) above, shall be exclusively settled in accordance with this Section 13.1(d) to the exclusion of the courts, subject to the exceptions contained in Section 13.1(e).

The Parties shall attempt within ten (10) days of the date of referral to arbitration to agree on a single arbitrator, who shall be called to the British Columbia bar and be familiar with commercial law and the international business process outsourcing services industry, with a preferred expertise in the area of international contact centre outsourcing services. If the Parties are unable to agree upon an arbitrator, then either Party may apply to the British Columbia International Commercial Arbitration Centre for the appointment of the arbitrator, in accordance with its rules of procedure. The arbitrator shall proceed with the hearing within fifteen (15) days of his/her appointment and shall render a decision within fifteen (15) days after the completion of the hearing. Except as set forth below with respect to a Dispute relating to the impact on Fees resulting from a Mandatory Change, the Parties will apply the procedure rules determined by the arbitrator. The arbitration proceedings and the arbitral award shall be held confidential. The seat of arbitration shall be Vancouver, British Columbia and the arbitration shall be conducted in English. The award of the arbitrator shall be final and binding. All the arbitration procedural costs (excluding, for clarity, party costs) shall be shared equally by the Parties, unless otherwise decided by the arbitrator.

In the case of a Dispute with respect to the impact of a Mandatory Change on Fees or an adjustment to Fees related to a completed Benchmarking exercise, each Party will submit to the arbitrator its proposal (a “Final Offer”) on the appropriate Fee adjustment in connection with the Mandatory Change or Benchmarking, as applicable, together with such supporting information as it deems appropriate. The

Parties shall instruct the arbitrator to consider both Final Offers and the arbitrator will only have the authority to select (without modification) one Final Offer, being the Final Offer which the arbitrator believes most fairly reflects the actual Fee impact of the Mandatory Change. The arbitrator’s decision shall be final and binding.

(e) Notwithstanding any provision contained in this Agreement or any SOW to the contrary, the Parties agree that the Dispute Resolution Process set forth in this Article 13 shall not apply in circumstances where:

(i) the claimant is seeking a temporary restraining order or other immediate injunctive relief;

(ii) a Third Party has brought a claim in court against one Party, who wishes to implead the other Party in such proceeding, except with the consent of such Third Party; or

(iii) the dispute relates to Claims in respect of Intellectual Property, whether initiated by Third Parties or by a Party.

The Parties further agree that Section 13.1(d) shall not apply in circumstances where this Agreement specifically references arbitration as not being applicable.

(f) TELUS and TI will record and save in a mutually determined location all documentation related to a Dispute (including the final outcome of same) within five (5) Business Days after its final resolution.

13.2 Reliability - Performance Notwithstanding Dispute

The Parties agree that, in light of the paramount importance of the reliability of the Services, in order to fulfil the Customer First obligations of the Parties, except where clearly and unambiguously prevented by the nature of the matter that is the subject of the Dispute and without limiting either Party’s rights of termination under Article 19, each of TI and TELUS or the TELUS Group Member, as applicable, shall continue performing their respective obligations under this Agreement and the SOWs (including payment of Fees in the case of TELUS and the performance of services in the case of TI) while the Dispute is being resolved, unless and until such obligations are terminated or expire in accordance with the provisions of this Agreement or the applicable SOW. For greater certainty, each of the Parties agrees that only the specific item that is the subject of the Dispute shall be subject to the Dispute Resolution Process under this Article 13 (for example, if a portion of an invoice is disputed by TELUS, only the disputed amount will be subject to the Dispute Resolution Process and TELUS or the TELUS Group Member, as applicable, will be required to pay the non-disputed amount).

ARTICLE 14
OWNERSHIP OF INTELLECTUAL PROPERTY

14.1 Pre-Existing Intellectual Property

(a) All Intellectual Property Rights and all Proprietary Materials owned by a Party, its licensors or subcontractors or Affiliates as at the Effective Date shall continue to be owned by such Party, its licensors or subcontractors or Affiliates and, except as expressly provided in this Agreement or any SOW, the other Party shall not acquire any right, title or interest in or to such Intellectual Property Rights or the Proprietary Materials.

(b) TI grants to TELUS or the TELUS Group Member, as applicable, a non-exclusive, non-transferable, perpetual right and royalty-free license to use any Intellectual Property Rights and Proprietary Materials of TI to the extent necessary for, and for the sole purpose of, utilizing the Services, or related or similar services after the termination of this Agreement, and performing TELUS’ or the TELUS Group Member’s, as applicable, obligations under this Agreement or any SOW. In a general manner, TI shall retain ownership of all its property rights on the programs, software, internal procedures, methodologies, including without limitation process documentation and scripts written by TI for its internal use.

(c) TELUS or the TELUS Group Member, as applicable, grants to TI (with a right to grant a sublicense to any Affiliate or authorized subcontractor of TI, provided that such Affiliate or authorized subcontractor first agrees in writing to be bound by the provisions of this Section 14.1(b) and Section 14.2(a) in favour of TELUS) a non-exclusive, non-transferable right and royalty-free license during the term of this Agreement to use any Intellectual Property Rights and the Proprietary Materials of TELUS or the TELUS Group Member, as applicable, to the extent necessary for, and for the sole purpose of, providing the Services and otherwise performing its obligations under this Agreement and any SOW. For greater certainty, this provision shall not restrict, expand or amend in any way the terms of any trademark license in effect as of the Effective Date between TELUS or any of its Affiliates and TI or any other TI Party, including without limitation the trademark license granted by TELUS Corporation to TI pursuant to the Trademark Licence Agreement made as of the Effective Date by and between TELUS Corporation and TI, in each case as such license terms may be amended from time to time.

14.2 Ownership of Enhancements

(a) Subject to Section 14.1(a), all right, title and interest, including all Intellectual Property Rights in, all modifications, updates, upgrades or enhancements made, conceived or reduced to practice by TI or TELUS or the TELUS Group Member, as applicable, (“TELUS Modifications”) to the Proprietary Materials of TI shall be owned exclusively by TI, subject to the license rights granted to TELUS or the TELUS Group Member in this Article 14 and those granted pursuant to a termination assistance plan.

(b) Subject to Section 14.1(a), all right, title and interest, including all Intellectual Property Rights in, all modifications, updates, upgrades or enhancements made, conceived or reduced to practice by TI, its Subsidiaries or its authorized subcontractors (“TI Modifications”) to the Proprietary Materials of TELUS or the TELUS Group Member, as applicable, shall be owned exclusively by TELUS or the TELUS Group Member, subject to the license rights granted to TI in this Article 14.

14.3 Ownership by TELUS of New Works

(a) All right, title and interest in any and all Intellectual Property Rights resulting or based on any Services provided by TI to TELUS or a TELUS Group Member hereunder, other than a TELUS Modification (a “New Work”), shall be owned exclusively by TELUS or the TELUS Group Member, as applicable, if paid for and developed exclusively for TELUS or the TELUS Group Member and when fully paid unless otherwise agreed by TELUS or the TELUS Group Member in writing, subject to the license rights granted to TI in this Article 14. Where TI identifies an opportunity to use a New Work, or an element of a New Work, in connection with the delivery of services to TI’s other customers for the benefit of TI’s business, TI may request that TELUS or the TELUS Group Member, as applicable, provide TI with a right to use such New Work, or such element of the New Work, outside this Agreement. In such an event, TELUS or the TELUS Group Member will in good faith discuss the potential for, and the terms of, such a use arrangement.

(b) Except with TELUS’ prior written consent, TI shall not include all or a material portion of any TI Intellectual Property Rights in the development, creation, modification of Intellectual Property Rights for TELUS or a TELUS Group Member if such use or inclusion forces TELUS or the TELUS Group Member, as applicable, to obtain authorization from TI in order to use such Intellectual Property Rights. In the event that TI would use or include TI Intellectual Property Rights without the prior written consent of TELUS or the TELUS Group Member, TELUS or the TELUS Group Member shall be automatically granted a fully paid up, royalty-fee, non-exclusive perpetual, transferable and assignable worldwide licence to use such TI Intellectual Property Rights.

14.4 Ownership by Third Party of Intellectual Property

(a) Except with TELUS’ or the TELUS Group Member’s, as applicable, prior written consent, TI shall not include any Third Party Intellectual Property Rights in the development, creation, modification or customization of Intellectual Property Rights for TELUS or the TELUS Group Member.

(b) The Parties agree that title, rights and licences granted under this Agreement are subject to any trademark or copyright owned by a software supplier and subject to the software supplier’s terms and conditions, provided that advance written notice in writing is provided by TI to TELUS of the same with respect to each title, right or license granted under this Agreement, including either a link to the on-line posted terms or conditions or where not posted, copies of the terms and conditions. The

Parties shall not remove any copyright or other proprietary notices and shall ensure that all such notices are duly reproduced.

14.5 Confirmation

Subject to the last sentence of this Section 14.5, TI, TELUS and TELUS Group Members shall execute and cause their subcontractors to execute such assignments and other documents as the other may reasonably request in order to confirm its ownership of the Proprietary Materials or any Intellectual Property Rights as contemplated in this Article 14. The foregoing shall not be deemed to require TI, TELUS or a TELUS Group Member to obtain moral rights waivers or assignments or other documents from its employees who have not previously agreed to provide such documents, provided, however, that they will work together co-operatively to adopt appropriate policies and to determine reasonable actions to achieve the objectives of this Section 14.5 in such a manner as does not materially change the terms of any such employee’s employment.

14.6 Residual Knowledge

Nothing contained in this Agreement or any SOW shall restrict TI, TELUS or a TELUS Group Member from the use of any know-how, concepts, or modifications of concepts, methodologies, processes, technologies, algorithms or techniques relating to the Services which they, individually or jointly, develop or disclose under this Agreement or any SOW, provided that in doing so they do not breach any confidentiality obligations specified in this Agreement or any SOW or infringe the Intellectual Property Rights of the other.

ARTICLE 15
AUDIT

15.1 Audit and Inspections

(a) During the Term and for a period of twelve (12) months after the end of the Term (but not more than twice in any calendar year), TI will provide TELUS and any internal or external auditor appointed by TELUS, upon thirty (30) days prior written notice from TELUS, with reasonable access to all facilities, systems, personnel and assets used by any TI Party or by any other authorized subcontractor to provide the Services (including “Services” as defined under any Affiliate Agreement) and to all relevant books and records in order to conduct audits and inspections in order to verify:

(i) TI’s reports on Service Levels, Service Level Credits, Earn Back Credits, KPIs, Incentive Targets and [***] (including providing access to all raw Data from which such reports are compiled);

(ii) any pass-through expenses charged by TI to TELUS or the TELUS Group Member, as applicable, under this Agreement, any Affiliate Agreement or any SOW;

(iii) compliance with TELUS Policies and Codes;

(iv) compliance with privacy and protection of Personal Information obligations under this Agreement, any Affiliate Agreement and any SOW;

(v) physical, data, and access security arrangements and the quality, accuracy or controls and processes relating to such arrangements, including without limitation compliance by TI with the security obligations under this Agreement or any Affiliate Agreement and compliance with applicable Payment Card Industry (PCI) standards; and

(vi) the calculation of any amounts under Article 9 of this Agreement.

(b) Subject to applicable confidentiality requirements, TI shall, as part of the Services, provide to TELUS and its auditors any assistance that they may reasonably require in connection with an audit or inspection. TI shall use all reasonable efforts to arrange its affairs, relationships and agreements in such a way that TELUS and its auditors can conduct their activities as permitted by this Section.

(c) Audits and inspections pursuant to this Article 15 will be conducted at TELUS’ expense except for TI’s internal time, which shall be at its own cost and expense, unless such audit, or inspection reveals a net discrepancy of greater than 5% in respect of amounts that were, or should have been, charged or credited under this Agreement, any Affiliate Agreement and the SOWs in respect of the time period examined, in which case TI shall reimburse TELUS for all reasonable out-of-pocket costs incurred by TELUS in connection with such audit or inspection, subject to the provision by TELUS of reasonable supporting documentation.

(d) If the proposed auditor is a Third Party, the auditor shall be required to enter into a non-disclosure agreement in a form to be agreed between the Parties, which shall include at least the same level of non-disclosure obligations as those contained in this Agreement. Without limiting the generality of the foregoing, (i) the form of non-disclosure agreement shall provide that all information obtained through the audit will be considered to be confidential information which cannot be disclosed or used by the auditor for any purpose other than the audit and (ii) if the proposed auditor is a direct competitor of TI, it shall be a requirement that the staff members of the auditor establish a confidentiality screen to the satisfaction of TI, acting reasonably, to prevent the internal disclosure by the audit staff of the auditor to the staff which are carrying on the competitive activity.

(e) No audit or inspection shall relieve TI from its obligations to comply with the provisions of this Agreement, any Affiliate Agreement, or any SOW.

15.2 Compliance

(a) TELUS will provide TI with a copy, which at TELUS’ option may be a redacted copy, of any report produced in connection with an audit or inspection conducted by TELUS under this Agreement. TI shall respond in writing to any deficiencies noted in the report, within thirty (30) days of receipt of the report. If any audit or inspection reveals that TI is not in compliance with any provision of this Agreement or any SOW or any

applicable generally accepted accounting principle, TI shall promptly bring itself into compliance, and shall complete and communicate in writing to TELUS for TELUS’ approval a plan for timely resolution of the deficiencies identified.

(b) If, as a result of any such audit or inspection, it is determined that there have been reporting errors, including without limitation under-charges, overcharges, improper attribution or calculation of Service Level Credits or Earn Back Credits or improper measurement or evaluation of Incentive Targets or [***], and the net result of such errors is an amount owing by TELUS or a TELUS Group Member to TI, or by TI to TELUS or a TELUS Group Member, then TI shall promptly pay to TELUS or the TELUS Group Member, as applicable, or TELUS or the TELUS Group Member, as applicable, shall promptly pay to TI, as applicable, the amount owing. Notwithstanding the foregoing, there shall be no obligation to make an adjustment payment under this Section unless the aggregate net discrepancy is greater than 5% (in which case it will be obligated to make a payment for the entire amount of the discrepancy, not only the excess over such 5% threshold).

ARTICLE 16
INSURANCE

16.1 Insurance

(a) TI will, without limiting its liability under this Agreement or its obligations under applicable Laws, at its own expense, obtain and maintain in full force and effect prior to the commencement of provision of the Services and throughout the Term, the following insurance coverage, including coverage for its officers, directors and employees:

(i) Commercial General Liability Insurance, on an occurrence basis having a limit of [***] inclusive per occurrence and in the aggregate for products and completed operations, and insuring against claims for bodily injury, personal injury, death, and property damage, including loss of use, arising out of the operations of TI under this Agreement. Such insurance will include the following:

(A) Blanket written contractual liability;

(B) Products and completed operations liability;

(D) Employees of others hired or on loan by TI or on loan to TI as insureds;

(E) Cross liability or severability of interests clause;

(F) Advertisers’ liability; and

(G) Contingent employer’s liability.

The Commercial General Liability policy shall name TELUS and its directors, officers, employees and agents as additional insureds in respect of the Services under this Agreement and the policy shall be non-contributory and apply only as primary, and not as excess, to any other insurance available to TELUS. Such insurance shall contain a provision whereby the insurers will endeavour to provide TELUS [***] notice of cancellation.

(ii) Automobile Liability Insurance having a limit of [***] inclusive per occurrence and insuring against claims for bodily injury, including death, and for property damage arising out of the use of TI’s owned and leased vehicles in North America if such vehicles are used in the performance of this Agreement. If any vehicles are used outside of North America, the automobile insurance shall be in compliance with local applicable Laws and with reasonable limits given the jurisdiction in which the Services are provided.

(iii) Technology, Media and Professional Liability Insurance having limits of [***] each claim and in the annual aggregate insuring against claims arising out of any negligent act, error or omission, or any unintentional breach of contract, in rendering or failure to render services under this Agreement. Such policy shall also insure against claims for (i) the theft, loss or unauthorized disclosure of personally identifiable non-public information; (ii) a security breach that results in the alteration, corruption, destruction, deletion or damage to data; the failure to prevent transmission of malicious code; or a denial of service attack; and (iii) infringement of copyright or infringement of trade dress or trademark, service mark or service name. The policy shall also include coverage for notification costs, defense costs and crisis management, forensic and investigative expenses.

(iv) Workers’ Compensation Insurance in compliance with applicable Laws imposed by the jurisdiction in which the Services are being provided, whether federal, provincial, or state, pertaining to the compensation of injured employees assigned to the Services including voluntary compensation.

(v) Employer’s Liability Insurance of [***] when any portion of the Services is provided by TI employees primarily based outside of Canada.

(b) The products and completed operations endorsements required by Section 16.1(a)(i), and the Technology, Media and Professional Liability insurance required by Section 16.1(a)(iii) shall be maintained on a continuous basis for [***] subsequent to termination of this Agreement.

(c) Any self-insured retention, deductibles, and exclusions in coverage in the policies required under this Article 16 relating to risks for which TI is responsible pursuant to the terms of this Agreement will be assumed by, for the account of, and at the sole risk of TI and, to the extent applicable, will be paid by TI.

(d) The limits of insurance required hereunder may be provided through any combination of primary, umbrella and excess policies.

(e) TI will deliver to TELUS up-to-date insurance certificates evidencing such required coverage before the commencement of provision of the Services, within fifteen (15) days of the renewal of any such policy, and otherwise from time to time as is reasonably required by TELUS, provided that TELUS has no obligation to examine such certificates or to advise TI in the event its insurance is not in compliance with this Article 16.

(f) All insurance required to be obtained by TI under this Article 16 shall be placed with insurers having an AM Best rating of “A-” or better, or the equivalent, and which are licensed to provide insurance coverage in the jurisdictions in which the Services will be conducted.

(g) TI, unless otherwise agreed in writing by TELUS, will cause any authorized subcontractors or sub-consultants of TI to obtain and maintain reasonable levels of the relevant insurance coverage described in this Article 16, including coverage for their respective officers, directors and employees, that a prudent subcontractor or sub-consultant would maintain given the nature of the services they provide.

(h) Neither the providing of insurance by TI in accordance with the requirements of this Agreement nor the insolvency, bankruptcy or failure of any insurance company to pay any claim accruing shall be held to waive any of the provisions of this Agreement with respect to the liability of TI or otherwise. The presence or absence of such insurance coverage as contemplated by this Agreement does not in any way decrease TI’s liability owed to TELUS.

(i) The Parties recognize that most of the above insurance coverage is arranged by TELUS on behalf of TI as an Affiliate of TELUS and that TELUS may decide to modify coverage during the Term as part of changes to TELUS’ corporate insurance program. The Parties acknowledge that for as long as TELUS Controls TI, if TELUS modifies its corporate coverage such that TI would otherwise be non-compliant with this Section, TI will be deemed to be compliant with this Article notwithstanding the modification.

ARTICLE 17
CONFIDENTIALITY, ACCESS AND SECURITY

17.1 Definitions

(a) “Confidential Information” means all information which can reasonably be considered to be confidential and proprietary, whether transmitted electronically or in written form, relating to the business, operations, processes or technology of the Disclosing Party or any of its Affiliates, which shall include but not be limited to all data, reports, interpretations, financial statements, forecasts and records containing or otherwise reflecting information concerning the Disclosing Party or any of its Affiliates which the Receiving Party or its Representatives may receive from the Disclosing Party in connection with this Agreement or any SOW, including Proprietary Materials, business and marketing strategies (including pricing policies, cost and profit information, customer information, supplier information), product development plans, information relating to the design of equipment or facilities or

products, trade secrets, together with other documents, which contain or otherwise reflect information regarding the Disclosing Party and/or any of its Affiliates. This Agreement and the SOWs are part of the Confidential Information, and constitute joint Confidential Information of both TI and TELUS.

(b) “Disclosing Party” means the Party disclosing the Confidential Information or on behalf of whom Confidential Information is disclosed to the Receiving Party.

(c) “Receiving Party” means the Party receiving Confidential Information and such of its Representatives as may receive Confidential Information on its behalf.

17.2 Exchange of Confidential Information

Confidential Information shall remain the sole and exclusive property of the Disclosing Party that has disclosed the Confidential Information and the Disclosing Party shall retain all right, title and interest in and to the Confidential Information it has disclosed to the Receiving Party except as may be provided otherwise in Article 14 (Ownership of Intellectual Property). The Receiving Party shall at all times maintain the Confidential Information in strict confidence, and shall use and copy the Confidential Information solely to carry out the activities contemplated by this Agreement and the SOWs and shall not otherwise use or copy the Confidential Information for any purpose including achieving any other commercial or financial benefit. In addition, the Receiving Party shall not, subject to Section 17.3 below, publish, disseminate or disclose the Confidential Information to others without the Disclosing Party’s prior written consent. TI shall comply with all requirements of TELUS and applicable Law concerning the protection, security and segregation of Confidential Information.

17.3 Exclusions

The Receiving Party’s obligations under Section 17.2 shall not apply to information which:

(a) it can be shown was lawfully known or independently developed by the Receiving Party prior to use by or disclosure to the Receiving Party, without any reference to the Confidential Information of the Disclosing Party;

(b) is previously known to or in the Receiving Party’s lawful possession prior to the date of disclosure as evidenced by the Receiving Party’s written record and was not so provided to the Receiving Party under circumstances where the Receiving Party was under a duty of confidentiality;

(c) is obtained by the Receiving Party from an arm’s length Third Party having a bona fide right to disclose same and whom the Receiving Party reasonably concludes, after due inquiry, was not otherwise under an obligation of confidence or fiduciary duty to the Disclosing Party or its Representatives;

(d) is or becomes public knowledge through no fault or omission of, or breach of this Agreement or any SOW by, the Receiving Party or its Representatives; or

(e) is licensed for use by the Receiving Party, to the extent that such information is reasonably required to be disclosed in connection with the provision of the Services (or services provided in place of the Services) and the Person to whom such Confidential Information is disclosed has agreed in writing to keep such Confidential Information strictly confidential; or

(f) subject to Section 17.5 (Compelled Disclosure) below, is required to be disclosed pursuant to a final judicial or governmental order or other legal process or requirements of any stock exchange or securities regulatory authorities or Law.

The foregoing shall not be interpreted as a grant of permission by or a grant of license by the Disclosing Party to the Receiving Party in respect of the use or disclosure of information in breach of any applicable Law or the use or disclosure of information of pertaining to any other Person.

17.4 Disclosure to Representatives

The Receiving Party is permitted to disclose the Confidential Information only to such of its Representatives, or in the case of TI its authorized subcontractors, who need to know the Confidential Information to carry out the activities contemplated by this Agreement or any SOW. The Receiving Party hereby specifically covenants and agrees that it shall ensure that its Representatives, and in the case of TI its authorized subcontractors, comply with and are bound by the terms and conditions of this Article 17.

17.5 Compelled Disclosure

In the event that a Receiving Party, or anyone to whom a Receiving Party discloses Confidential Information pursuant to this Agreement or any SOW or otherwise, becomes legally compelled to disclose any Confidential Information of the Disclosing Party, it shall immediately advise the Disclosing Party of that fact. The Receiving Party will then, at the request of the Disclosing Party, exercise commercially reasonable efforts to prohibit the disclosure of the Confidential Information. In the event that both Parties are unable to prevent the disclosure in such aforesaid circumstances of such Confidential Information, the Receiving Party will, or will use commercially reasonable efforts to cause such person to whom the Receiving Party disclosed the Confidential Information, to furnish only that portion of the Confidential Information which the Receiving Party is advised by written opinion of counsel is legally required to be furnished by the Receiving Party to such person and exercise commercially reasonable efforts to obtain assurances that confidential treatment will be afforded to that portion of the Confidential Information so furnished.

17.6 TELUS Data

(a) Without limiting the generality of Section 17.1, all Data provided by TELUS and TELUS Group Members to TI and all Data created by TI in connection with the Services other than TI’s back office data (such as TI’s human resources, financial and administrative data and correspondence), whether prepared by TI, TELUS, a TELUS Group Member or a Third Party in any form (collectively, the “TELUS Data”) will at all times remain the exclusive property of TELUS or the TELUS Group Member, as applicable. Except as otherwise expressly approved by TELUS, TI:

(i) shall not use TELUS Data other than in connection with providing the Services;

(ii) shall not sell, assign, lease or otherwise commercially exploit TELUS Data; and

(iii) shall only Process TELUS Data (including Personal Information) in the geographic Data Processing locations specified in the applicable SOWs, if any.

(b) Upon TELUS’ request, at any time where required by applicable Law or where not required by TI to perform its obligations under this Agreement, or upon termination or expiration of this Agreement or any SOW, TI will promptly return to TELUS or the TELUS Group Member, as applicable, in the format and on the media then existing, all or any part of the TELUS Data or applicable TELUS Data, as the case may be, and erase or destroy all or any part of the TELUS Data, as applicable, in TI’s possession or control, in each case to the extent so requested by TELUS.

17.7 Remedies

The Receiving Party agrees that damages alone may not be a sufficient remedy in the event of breach of the provisions of this Article 17 and that the Disclosing Party shall be entitled to equitable relief, including a restraining order, injunctive relief, specific performance and/or other relief as may be granted by any court to prevent breaches of this Article 17 and to enforce specifically the terms and provisions hereof in any action instituted in any court having subject matter jurisdiction, in addition to any other remedy to which the Disclosing Party may be entitled at Law or in equity in the event of any breach of the provisions hereof. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Article 17 but shall be in addition to all other remedies available at law or in equity.

17.8 Return of Confidential Information

The Receiving Party shall promptly return to the Disclosing Party, upon the termination or expiration of this Agreement, or certify as destroyed, all Confidential Information of the Disclosing Party in whatever form, including all electronic and magnetic copies and notes thereof, regardless of whether such Confidential Information was furnished by the Disclosing Party, except that:

(a) TELUS and TELUS Group Members shall not be obligated to return to TI any Confidential Information included in Proprietary Materials of TI licensed to TELUS or TELUS Group Members; and

(b) TI may, subject to the terms of this Article 17, keep a copy of any Confidential Information that is reasonably required by TI to fulfill or demonstrate that it has fulfilled its obligations under this Agreement.

ARTICLE 18
PROTECTION OF PERSONAL INFORMATION

18.1 Protection of Personal Information

In providing the Services, TI shall at all times comply with the privacy requirements set out in Schedule 18.1.

18.2 No Conflict

TI agrees that its obligations under this Article 18 are in addition to, and not in substitution for, any other obligations respecting confidentiality or security that may be contained in this Agreement, a SOW or under applicable Laws.

ARTICLE 19
TERMINATION

19.1 Termination by TELUS for Business or Technological Change

TELUS or the TELUS Group Member, as applicable, may unilaterally terminate a SOW or a portion of a SOW by providing TI with [***] prior written notice in the event of: (i) a cancellation or reduction of a TELUS or TELUS Group Member program as a result of a material change in business processes or technology such that the Services or portion of the Services are no longer necessary (for example, without limitation, a customer self-service change for a program which negates the need for the then current contact centre service support for the program); or (ii) a material change in business including, without limitation, a sale of a material portion of, or an operating unit of, TELUS’ or a TELUS Group Member’s business (for example, without limitation, the sale by TELUS of TELUS’ Optik TV business which negates the need for the then current Services supporting such business).

19.2 Termination of SOWs for Convenience

TELUS or the TELUS Group Member, as applicable, may terminate any SOW and the Services covered under such SOW for convenience upon providing TI with the greater of: (i) [***] advance written notice; and (ii) the number of days’ advance written notice set out in the SOW. Where the notice period is greater than [***] and if requested by TELUS, TI will make commercially reasonable efforts to shorten the actual time to transition/wind-down the Services at the time of the termination notice.

19.3 Termination for Default

Either Party may terminate this Agreement and/or TI, TELUS or a TELUS Group Member may terminate any one or more SOWs (the “Non-Breaching Party”) by providing written notice to the other (the “Breaching Party”) if the Breaching Party is in material breach of its obligations under this Agreement or under one or more SOWs and the Breaching Party fails to cure such material breach within:

(a) thirty (30) days after receipt of written notice from the Non-Breaching Party describing the breach in reasonable detail; or

(b) if the breach cannot reasonably be cured within thirty (30) days, within such reasonable additional time period as may be agreed by the Non-Breaching Party,

provided that the Breaching Party is exercising good faith and all commercially reasonable efforts to cure such breach.

Without restricting the ability of a Party to make a claim of material breach, the following will be deemed to be a material breach of this Agreement: (i) violation of applicable Laws, (ii) a breach of the confidentiality provisions set forth in Section 17.2; (iii) a breach of the privacy and security provisions set forth in Section 11.2, Article 18 or in any SOW; and (iv) a breach of the assignment provisions set forth in Section 23.1 or the subcontracting provisions set forth in Section 23.2.

19.4 Termination for Chronic Service Failure

TELUS or the TELUS Group Member, as applicable, may terminate a SOW or part of a SOW with immediate effect if TI has failed to remediate a Chronic Service Failure with respect to the Services provided under that SOW within ninety (90) days after receipt of written notice from TELUS or the TELUS Group Member describing the Chronic Service Failure or if, having implemented the agreed remediation plan in respect of the initial Chronic Service Failure, the cause of the individual Service Level failure that formed the basis, in whole or in part, of such Chronic Service Failure recurs at any time within ninety (90) days following the implementation of such remediation plan.

19.5 Termination for Insolvency

Either Party can terminate this Agreement or any SOW with immediate effect if the other Party makes a general assignment for the benefit of creditors or a proposal or arrangement under any applicable bankruptcy or insolvency legislation (or gives notice of its intent to make a proposal), if a petition is filed against the other Party under any applicable bankruptcy or insolvency legislation, and the other Party is not disputing such petition diligently and in good faith within ten (10) days of such petition being received, if the other Party shall be declared or adjudicated insolvent or bankrupt, if a liquidator, trustee in bankruptcy, custodian, receiver, receiver and manager or any other officer with similar powers shall be appointed of or for the other Party or if the other Party shall propose a compromise or arrangement or institute proceedings to be adjudged bankrupt or insolvent or consents to the institution of such appointment or proceedings or admits in writing inability to pay debts generally as they become due.

19.6 Orderly Termination

(a) In the event of the termination or expiration of this Agreement or any SOW for any reason whatsoever, TI shall, as soon as possible and in any event within thirty (30) days of the termination date, prepare with TELUS or the TELUS Group Member, as applicable, a termination assistance plan and provide the termination assistance services specified in such plan for such period as TELUS or the TELUS Group Member may reasonably require up to a maximum of twelve (12) months after the date of such termination or expiration. If TI and TELUS or the TELUS Group Member do not prepare a termination assistance plan before the termination or expiration date, TI will provide the termination assistance services pursuant to any termination assistance plan provided by TELUS or the TELUS Group Member, acting reasonably. TELUS or the TELUS Group Member may at its option extend the twelve (12) month period by

up to an additional twelve (12) months by providing a written request to TI. During the termination assistance period:

(i) TI shall continue to provide the Services and TELUS or the TELUS Group member, as applicable, shall continue to pay the applicable Fees (provided that, where the termination is as a result of a default by TELUS or the TELUS Group Member, TI may, by written notice to TELUS or the TELUS Group Member, require payment in advance for any Services to be rendered); and

(ii) there will be no additional charges invoiced for the termination assistance services where such termination assistance services can be provided using then-current resources.

Notwithstanding the foregoing, if any Changes are required to implement the termination assistance services, such Changes shall be subject to the Change Management Procedures.

(b) The Parties agree that the termination assistance plan shall include all services necessary for the transition of the applicable Services from TI to TELUS or the TELUS Group Member, as applicable, or to any Third Party service provider, as directed by TELUS or the TELUS Group Member. TI shall cooperate in good faith with TELUS or the TELUS Group Member and any replacement service provider to ensure a smooth transition, without interruption of or adverse impact to the Services and Service Levels. In order to ensure a smooth transition, the Parties shall each name a project manager for the implementation of the termination assistance plan who shall, in the event of any termination of this Agreement as a whole, or of the termination of more than one SOW, or if the scope of the termination services otherwise reasonably warrants, be entirely dedicated to the implementation of the termination assistance plan during the time period thereof.

(c) As part of the termination assistance plan, TI shall transfer or assign, or cause to be transferred or assigned, to TELUS or the TELUS Group Member, as applicable, or its designee:

(i) all assets of TI or any other TI Party that are used solely for purposes of delivering the terminated Services to TELUS or the TELUS Group Member (and that are not otherwise shared or leveraged for purposes of providing services to Third Parties), at a price to be agreed by the Parties; and

(ii) at the request of TELUS, any Third Party subcontract entered into by TI or any other TI Party solely with respect to the Services being provided to TELUS or the TELUS Group Member under this Agreement.

In addition, TELUS or the TELUS Group Member, as applicable, may, at its sole discretion (but shall not be required to, except as otherwise required by applicable Law in the jurisdiction(s) where such employees are principally employed), offer employment to employees of TI or any other TI Party who at such time are dedicated solely to the performance of the terminated Services. Upon request by TELUS or the

TELUS Group Member, TI will provide TELUS or the TELUS Group Member with a list of which employees are dedicated solely to the performance of the terminated Services and the employment particulars of such individuals, upon TI obtaining any required consents.

19.7 Effect of Termination

(a) Upon termination or expiration of this Agreement, the relevant provisions of this Agreement will survive for purposes of any SOW that remains in effect as of such date. For clarity, the following provisions of this Agreement will not survive the termination or expiration of this Agreement for the purposes of any SOW that remains in effect after such termination or expiration: Section 10.5 (Performance Review), Article 7 (Continuous Improvement), Sections 8.6 (Price Review), 8.7 (Third Party Benchmarking) and 8.8 (Service Level Reviews), and Article 9 (Minimum Spend Commitment).

(b) Upon the expiration or any termination of this Agreement and unless otherwise provided in the termination assistance plan, without limiting the generality of Section 17.8, TI shall return or cause to be returned to TELUS or the TELUS Group Member, as applicable, within thirty (30) days of such expiration or termination, all tapes, documentation, forms and other property of TELUS or the TELUS Group Member in the possession or control of TI or its authorized subcontractors as well as any other information and material relating thereto or relating to TELUS or the TELUS Group Member or its business.

ARTICLE 20
WARRANTIES AND DISCLAIMERS

20.1 Warranties

TI represents and warrants that:

(a) [***];

(b) [***];

(c) it will comply with all applicable Laws in performing its obligations under this Agreement, including identifying and procuring permits, licenses, certifications, approvals and inspections required under applicable Laws and including performing and providing the Services and deliverables s in accordance with applicable Laws;

(d) it has not given and will not give any gifts, gratuities, rewards, favours or benefits (collectively, the “Benefits”), whether in cash or in kind, in connection with this Agreement to any Representatives of TELUS or its Affiliates involved in selection, negotiation, purchasing or contract management roles, unless TI has obtained the prior written permission of the supervisor of the Representative that is to receive the Benefit; and

(e) TELUS or the TELUS Group Member, as applicable, shall receive good and marketable title, and such other rights set out in this Agreement, to all materials, deliverables and products developed by TI for TELUS or the TELUS Group Member pursuant to the provisions of this Agreement or any SOW, subject to Section 14.4(a).

20.2 Disclaimer

(a) EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT OR ANY STATEMENT OF WORK, THERE ARE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF EITHER PARTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR RESULTS TO BE DERIVED FROM THE USE OF ANY HARDWARE, SOFTWARE OR OTHER ITEMS OR FACILITIES PROVIDED UNDER OR IN CONNECTION WITH THE SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY STATEMENT OF WORK.

(b) Subject to the obligations of TI contained in this Agreement and in the SOWs, including TI’s obligation to meet the Service Levels and KPIs, TI does not assure uninterrupted or error-free operation of the software or Services.

ARTICLE 21
INDEMNITIES

21.1 Mutual General Indemnification

Each Party (an “Indemnitor”) will indemnify, defend and hold harmless the TELUS Indemnified Parties or the TI Indemnified Parties, as applicable, (each, an “Indemnitee”) from any and all Losses, arising out of, under, or in connection with any claim, demand, charge, action, cause of action, or other proceeding resulting from:

(a) an act or omission of the Indemnitor or its authorized subcontractors in its capacity as an employer of a person and arising out of or relating to: (i) Laws relating to the employment standards or labour relations of any employees; (ii) Laws for the protection of persons who are members of a protected class or category of persons, (iii) sexual discrimination or harassment, (iv) work related injury or death, and (v) any other aspect of the employment relationship or its termination (including claims for notice, pay in lieu of notice, severance or for breach of an express or implied contract of employment) and which, in all such cases, arose when the person asserting the claim, demand, charge, action, cause of action or other proceeding was or purported to be an employee of the Indemnitor, except to the extent an obligation with respect thereto has been assumed in writing by the Indemnitee;

(b) physical injury or death to any Person or physical damage to or loss of tangible property caused by the negligent acts or omissions of the Indemnitor or its authorized subcontractors or otherwise due to the fault of the Indemnitor or its authorized subcontractors, including breach of the Agreement; and

21.2 Intellectual Property Indemnification by TI

TI agrees to indemnify, defend and hold harmless the TELUS Indemnified Parties from and against all Third Party claims against, and any related Losses incurred by, the TELUS Indemnified Parties as a result of the Services, software, equipment, or other services, items or materials supplied by TI constituting an infringement of any Intellectual Property Right. In the event of any Third Party claim against TELUS Indemnified Parties in respect of use of such items or materials, TI, at its option, may: (a) obtain a right to use such items or materials without obligation on the part of the TELUS Indemnified Parties to the owner of the allegedly infringed Intellectual Property Rights; (b) modify or replace such items or materials, without materially diminishing the functionality or performance thereof, to become non-infringing at TI’s sole expense; or (c) if neither of the foregoing is possible, require that the TELUS Indemnified Parties discontinue the use of the infringing items or materials and refund to the TELUS Indemnified Parties all amounts paid to TI to acquire infringing items or materials. Notwithstanding the foregoing, TI will have no liability for any Third Party claim of infringement to the extent based upon: (x) modifications of the items or materials that were made by or on behalf of the TELUS Indemnified Parties without TI’s authorization, unless such modification is otherwise implied by or described or contemplated in the applicable SOW; (y) the use of the item or materials in connection with another product or service (the combination of which causes the infringement) not implied by, described in or contemplated by this Agreement or any SOW or approved by TI unless such combination is otherwise implied by or described or contemplated in the applicable SOW; or (z) TI’s compliance with the TELUS Indemnified Parties’ written specifications.

21.3 Indemnification Procedures

(a) The Indemnitee will notify the Indemnitor in writing within a reasonable time after the Indemnitee is formally served with the originating process of an action, suit, or proceeding. The Indemnitor will not be excused of its obligations to indemnify, defend, and hold harmless the Indemnitee except to the extent that there is actual prejudice to the Indemnitor caused by the Indemnitee’s failure to comply with the foregoing.

(b) Upon receiving the notice specified in subsection (a) above, the Indemnitor will provide a prompt response to the Indemnitee and if the Indemnitor does not provide such response then the Indemnitee may take whatever actions it deems necessary to defend or settle the action, suit, or proceeding without prejudice to its rights to require the Indemnitor to meet its obligations to indemnity, defend, and hold harmless the Indemnitee with respect to such action, suit or proceeding.

(c) Provided that the Indemnitor is the only party indemnifying the Indemnitee for such action, suit, or proceeding, the Indemnitor will be permitted to employ counsel of its choice reasonably satisfactory to the Indemnitee and the Indemnitor will have control over the defense and settlement of such action, suit, or proceeding.

(d) The Indemnitor may not enter into a settlement in a manner that admits liability or is adverse to the Indemnitee’s interests without the Indemnitee’s consent, which may not be unreasonably withheld.

(e) Each Party, at their own expense, will provide the other Party reasonable information and assistance to settle or defend any action, suit or proceeding.

(f) For the purposes of this Section 21.3 as it applies to Section 21.2, TI will be deemed to be the Indemnitor and TELUS Indemnified Parties will be deemed to be the Indemnitee.

ARTICLE 22
LIMITATION OF LIABILITY

22.1 Exclusion of Liability

Except as otherwise provided in this Section 22.1, but subject to the limitation of liability set forth in Section 22.2, a Party and its Affiliates and their respective Representatives will have no liability to the other Party and its Indemnitees for consequential, indirect (provided that the foregoing shall not exclude damages resulting from Third Party Claims), incidental, special, punitive damages, losses or expenses regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise in connection with any matter relating to, or arising under, the Services, this Agreement or any SOW, even if it has been advised of their possible existence. The exclusion contained in the immediate preceding sentence of this Section 22.1 shall not apply in the case of Losses resulting from: (i) any breach of the confidentiality provisions set forth in Section 17.2; (ii) claims under Section 21.1; (iii) claims under Section 21.2; or (iv) with respect to Losses incurred by TELUS and any TELUS Indemnified Party, any breach by TI of Section 17.6 or Article 18 (or the equivalent provisions under any SOW).

22.2 Limitation of Liability

(a) Notwithstanding any other provision of this Agreement or any SOW, but subject to Section 22.2(b), the maximum aggregate liability of a Party and its Affiliates and their respective Representatives to the other Party and its Indemnitees in connection with any matter relating to, or arising under, this Agreement or any SOW, regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise, will not be greater than:

(i) [***], for any matter arising from or related to a Service where the total amount paid or payable in respect of the Statement(s) of Work covering the applicable Service for [***] is less than [***]; and

(ii) the greater of: (A) [***]; and (B) the total amount paid or payable in respect of the Statement(s) of Work covering the applicable Service(s) (if the liability arises from or relates to Service(s)) for the immediately preceding [***], for any other matter.

(b) The limitations described in Section 22.2(a)(ii) shall not apply to:

(i) any breach by TI of Section 17.2;

(ii) any breach by TI of Section 20.1(c);

(iii) claims under Section 21.1;

(iv) claims under Section 21.2;

(v) any breach by TI of Section 17.6 or Article 18 (or the equivalent provisions under any SOW);

(vi) any breach by TI or TELUS under Section 23.1; or

(vii) in the case of TELUS and TELUS Group Members, the obligation to pay Fees properly payable under this Agreement or a SOW.

22.3 Force Majeure

(a) TI on the one hand, and TELUS and TELUS Group Members on the other hand, will be excused from default or delay in the performance of its obligations under this Agreement (other than any payment obligation and disaster recovery/business continuity obligations) if and to the extent that such default or delay is caused by an act of God or any other cause beyond its reasonable control, including fires, riots, acts of war, strikes, acts or orders of government, acts of terrorism, accident, explosion, flood, storm and acts of Third Party providers which are not subcontractors, provided such default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing party through the use of commercially reasonable efforts, including obtaining at its cost, reasonable alternative sources for performing the Services, work around plans or other means (an “Event of Force Majeure”). In the event TI or TELUS or a TELUS Group Member anticipates an Event of Force Majeure arising, it will promptly notify the other.

(b) Upon the occurrence of an Event of Force Majeure, the non-performing party will be excused from performance for as long as such circumstances prevail and will, as soon as practicable, notify the other by telephone (to be confirmed promptly in writing) of any actual or anticipated delay and describe in reasonable detail the circumstances causing the delay, the expected duration and the steps being taken to circumvent or recover from such Event of Force Majeure. The non-performing party shall provide frequent updates and otherwise use reasonable efforts to keep the other fully informed. In the event of any partial performance of Services, or performance of Services where Service Levels are not met as a result of the Event of Force Majeure, the Fees otherwise payable for the affected Service(s) will be adjusted, for the duration of the Event of Force Majeure, on an equitable basis taking into account, among other things, the portion or duration of the Services performed.

(i) substantially prevents, hinders or delays performance of Services necessary for the performance of TELUS’ or any TELUS Group Member’s, as applicable, essential functions for more than thirty-six (36) hours or such other period as may be set out in a SOW; or

(ii) substantially prevents, hinders or delays TI from meeting Service-related obligations under this Agreement (including Service Levels, KPIs and delivery from the Service location(s) identified in the applicable SOWs), but does not prevent, hinder or delay performance of the Services themselves, for more than seven (7) days (or such other period as may be set out in a SOW),

then at TELUS’ or TELUS Group Member’s, as applicable, option, TELUS or the TELUS Group Member may terminate or, at its option, suspend the affected Services and procure such Services from an alternate source. Where TELUS or the TELUS Group Member has suspended Services under this Section, when the Event of Force Majeure has ended, TELUS or the TELUS Group Member will repatriate suspended Services to TI as soon as reasonably practicable, in accordance with an agreed-upon transition plan.

ARTICLE 23
GENERAL

23.1 Assignment

Except as otherwise provided in this Agreement, the rights and obligations of each Party or its Affiliate under this Agreement and the SOWs are personal and may not be assigned, in whole or in part, without the prior written consent of the other Party or its Affiliate, which consent shall not be unreasonably withheld; provided that TELUS or a TELUS Group Member, as applicable, may withhold its consent in its sole discretion in the event that TI or its Affiliate proposes to assign its rights and obligations under this Agreement or any SOW to any Person that is not an Affiliate of TI. Notwithstanding any such consent, if a Party or its Affiliate assigns this Agreement, in whole or in part, to a Person who is not Canadian, then the assignor shall be solely responsible for any incremental Taxes suffered by the other Party or its Affiliate as a result of such assignment. Notwithstanding the foregoing: (i) either Party may assign this Agreement and the SOWs, in whole or in part, to a Canadian Affiliate, without the prior written consent of the other Party; (ii) TI may assign its rights to accounts receivable under this Agreement or any SOW to a bona fide lender by way of security, without the prior written consent of TELUS or the TELUS Group Member, as applicable; and (iii) TELUS may assign this Agreement and the SOWs, in whole or in part, to any entity that acquires all or substantially all of TELUS’ assets, without the prior written consent of TI. For the purposes of this Section 23.1, a [***] of TI that is not approved in advance by TELUS will be deemed to be an assignment of this Agreement.

23.2 Subcontracting

(a) TI or its Affiliate shall be entitled to subcontract any portion of the Services:

(i) to a TI Party without the consent of TELUS or its Affiliate (provided that a subsequent Change of Control of such TI Party involving a Third Party will be deemed to be an assignment to a non TI Party governed by Section 23.2(a)(ii), or

(ii) to any other Person with the prior written consent of TELUS or its Affiliate, which consent may not be unreasonably withheld. For the purposes of this Section 23.2(a)(ii), and without restricting the ability of TELUS or its Affiliate to withhold consent on any other grounds constituting reasonable grounds, TELUS or its Affiliate will be considered to have reasonably withheld consent to a proposed assignment by TI or its Affiliate where it does so on the basis of: 1) an apparent lack of financial or operational capability of the assignee to perform the Services in accordance with this Agreement or otherwise discharge its applicable obligations under this Agreement, or 2) past conduct of the assignee or an affiliate of the assignee, or the reputation or corporate culture of the assignee or an affiliate of the assignee is contrary to TELUS’ compliance focussed, Customer First culture, including, without restriction, the assignee has had a security or privacy incident, had a compliance conviction or been the subject of a compliance investigation (e.g. foreign corrupt practices/anti-bribery, SEC accounting violations) or maintains low customer satisfaction or “likelihood to recommend” scores.

In all cases, if TI or its Affiliate subcontracts any portion of the Services to a Person who is not Canadian, then TI or its Affiliate shall be solely responsible for any incremental Taxes suffered by TELUS or its Affiliate as a result of such subcontract.

(b) TI or its Affiliate, as applicable, shall be responsible for, and shall ensure compliance by, its authorized subcontractors with all applicable terms and conditions of this Agreement and the applicable SOWs. TI or its Affiliate, as applicable, shall not be relieved or released in any manner from its duties, liabilities or obligations under this Agreement and shall be and remain liable under this Agreement and the applicable SOWs to the same extent as if TI or its Affiliate had performed the applicable Services itself.

(i) a right for TI or its Affiliate to terminate the subcontract for convenience upon notice to the subcontractor;

(ii) the terms set forth in Article 11, Article 14, Article 15, Article 16, Article 17 and Article 18 with appropriate changes to reflect TI or its Affiliate as the customer and the subcontractor as the service provider; and

(iii) indemnification obligations from the subcontractor to TI or its Affiliate substantially similar to the indemnification obligations set forth in Article 21.

(d) TELUS may, at any time, by written notice to TI, in good faith request the immediate removal of a subcontractor, for any reason, including TELUS’ dissatisfaction with the performance, competence, responsiveness, capabilities, cooperativeness or fitness for any particular task of such subcontractor, or a breach of a provision of this Agreement. In such circumstances, TI will immediately comply with TELUS’ request.

23.3 Relationship of Parties

Except where this Agreement expressly provides to the contrary, nothing contained in this Agreement shall be deemed or construed to create the relationship of partnership or joint venture or any other relationship between the Parties or their Affiliates other than the relationship of independent parties contracting for services. TI shall have sole responsibility for the supervision, daily direction and control, payment of salary (including withholding of income taxes and source deductions), workers’ compensation, disability benefits and the like of its employees with respect to the performance of the Services rendered pursuant to this Agreement and the SOWs. This Agreement is entered into solely by and between, and may be enforced only by, TI and TELUS or their Affiliates, if applicable, and neither this Agreement nor any SOW will be deemed to create any rights in Third Parties, including any Representative (or, in the case of TI, any authorized subcontractor) of a Party or its Affiliate, or to create obligations of a Party or its Affiliate directly to any such Third Parties.

23.4 No Advertising

Except as otherwise provided in any intellectual property license between the Parties or their Affiliates, no Party shall use the name of any other Party or its Affiliate in any advertising, promotional materials or publicity releases without securing the prior written approval of the Party whose name is to be used provided that the foregoing shall not prohibit internal announcements by a Party within its own organization and that of its Affiliates nor listing TELUS as a customer of TI in presentations to other customers. However, either Party may include the other Party’s or its Affiliate’s name and a factual description of the work performed under this Agreement in its lists of references and in the experience section of proposals to Third Parties, in internal business planning documents and annual reports and public filings, and whenever required for legal, accounting or regulatory purposes.

23.5 Governing Law

This Agreement and the SOWs shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein and, subject to the provisions of Section 13.1(c), the Parties consent to the jurisdiction of the courts of the Province of British Columbia, in the city of Vancouver with respect to any litigation arising in connection with this Agreement.

23.6 Notice

Any notice required or permitted to be given hereunder (other than communication between the Parties for operational purposes) shall be in writing and shall be hand delivered or sent by prepaid registered mail, in each case addressed as follows:

If to TI:	TELUS INTERNATIONAL (CDA) INC.
	3rd Floor, 510 West Georgia St.
	Vancouver, British Columbia
	V6B 0M3

	Attention:	Senior Vice-President and Chief Operating Officer

If to TELUS:	TELUS COMMUNICATIONS INC.
	7th Floor, 510 West Georgia Street
	Vancouver, British Columbia
	V6B 0M3

	Attention:	Chief Procurement Officer

or to such other address as any Party may by written notice to the other Party, indicate as its new address for the purposes of this provision. Any such notice given by a Party in accordance with the foregoing will be deemed to have been received by the Party to which it is addressed, on the date of delivery, in the case of a notice that is hand delivered, and four (4) Business Days following the date of mailing, in the case of notice sent by prepaid registered mail.

23.7 Waiver

The failure of any Party at any time to require performance by the other Party of any provision of this Agreement or any SOW shall not affect in any way the full right to require such performance at any subsequent time; nor shall a waiver by any Party of a breach of any provision of this Agreement or any SOW be taken or held to be a waiver of the provision itself.

23.8 Severability

If any provision of this Agreement or any SOW is held invalid or unenforceable for any reason, such invalidity shall not affect the validity of the remaining provisions of this Agreement or the applicable SOW, and the Parties shall substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision.

23.9 Cumulative Remedies

Except as expressly provided in this Agreement or any SOW to the contrary, the exercise or obtaining of any right, remedy or relief by a Party in connection with this Agreement or the applicable SOW including the exercise of a right of termination shall be without prejudice to any other right, remedy or relief vested in or to which such Party may be entitled at Law, in equity or under this Agreement or the applicable SOW.

23.10 Survival

The applicable provisions of Article 14, Article 17, Article 18 and Article 21, and Sections 22.1, 22.2 and 23.10 shall survive termination or expiration of this Agreement together with such other provisions of this Agreement which expressly or by their nature survive termination or expiration.

23.11 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter thereof and supersedes all prior negotiations and representations, whether written or oral, relating to its subject matter. Except as specifically set forth in a SOW, for purposes of that SOW, no amendment, modification, waiver or discharge of this Agreement shall be binding unless executed in writing by an authorized signatory of the Party to be bound.

23.12 Counterparts

This Agreement and any SOW may be executed by the Parties in separate counterparts, including counterparts by electronic transmission, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

23.13 Further Assurances

The Parties agree to co-operate with and assist each other and take such action as may be reasonably necessary to implement and carry into effect this Agreement and the SOWs to the full intent.

23.14 Existing MSA

This Agreement replaces and supersedes the Existing MSA. The Existing MSA is hereby terminated as of the Effective Date.

IN WITNESS HEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers as of the Effective Date.

TELUS INTERNATIONAL (CDA) INC.			TELUS COMMUNICATIONS INC.

By:			By:

SCHEDULE 1.1(rr)
GLOBAL RATE CARD

SCHEDULE 1.2
BASELINE SOWs

SCHEDULE 4.1
SOFTWARE-AS-A-SERVICE TERMS

SCHEDULE “A” — Subscription SaaS Schedule Template

SCHEDULE “B” — STATEMENT OF WORK TEMPLATE

APPENDIX “1” TO SCHEDULE “B”

CHANGE ORDER FORM

APPENDIX “2” TO SCHEDULE “B”

TELUS ACCEPTANCE FORM

SERVICES/DELIVERALBES/INTERIM MILESTONES

SCHEDULE 4.2(c)
AFFILIATE STATEMENTS OF WORK

SCHEDULE 6.2
SERVICE LEVEL METHODOLOGY

SCHEDULE 8.2(b)(i)
[***] SOWs

SCHEDULE 8.7
PRICE REVIEW/BENCHMARKING SAMPLING LIST

SCHEDULE 9.1
MINIMUM SPEND COMMITMENT ADJUSTMENTS

See attached.

MINIMUM SPEND COMMITMENT

· Initial MSC = 200 million United States dollars

· MSC adjusted annually to reflect:

· Service volume reductions for Baseline Services caused by: Termination for Default, Termination for Chronic Service Failure, Suspension for Force Majeure and Termination for Force Majeure (effective on next anniversary date) (Refer to Sections 9.1(e)(i), 19.3, 19.4 and 22.3(c))

· Service volume reductions for Baseline Services caused by Termination for Business or Technological Change (effective on next anniversary date) (Refer to Sections 9.1(e)(ii) and 19.1)

· Changes in fees for Baseline Services arising from TELUS price review or benchmark, all at country levels, subject to [***] collar (Refer to Sections 9.1(e)(iii), 9.1(e)(iv), 8.6 and 8.7)

· Any missed CI cost /savings target (Refer to Sections 9.1(e)(v) and 7.1(b))

· Spend on new Services counts towards satisfaction of MSC, but does not increase MSC (Refer to Section 9.1(b))

· Adjustments can only take MSC below MSC Floor in specific circumstances, such as a Termination for Default, Termination for Chronic Service Failure, Suspension for Force Majeure, Termination for Force Majeure (in which case, MSC Floor is adjusted accordingly) (Refer to Sections 9.1(i), 19.3, 19.4 and 22.3(c))

· YE shortfalls to be reimbursed at [***] of shortfall, except if resulting from Termination for Default, Termination for Chronic Service Failure, Suspension for Force Majeure and Termination for Force Majeure (Refer to Sections 9.1(c),9.1(h), 19.3, 19.4 and 22.3(c)). The existence of YE shortfall, in and of itself, or payment of [***] for such shortfall does not impact MSC or MSC Floor in subsequent Contract Year(s).

· While shortfalls below the MSC resulting from Termination for Business or Technological Change do not result in a [***] payment for shortfall, if the shortfall were to be below the MSC Floor, there would be a [***] shortfall payment applied to the portion of the shortfall below the MSC Floor (unless additional MSC Eligible Spend is added before the end of the Contract Year to replace the terminated Services) (Refer to Section. 9.1(h))

SCHEDULE 10.1
GOVERNANCE

EXHIBIT 10.1.1
COMMITTEES

SCHEDULE 11.1
TELUS POLICIES AND CODES

SCHEDULE 11.2
INFORMATION SECURITY REQUIREMENTS

EXHIBIT 9.1
CLOUD SERVICE SECURITY REQUIREMENTS

SCHEDULE 18.1
PRIVACY REQUIREMENTS

Exhibit 10.2

TRANSITION AND SHARED SERVICES AGREEMENT

BETWEEN

TELUS COMMUNICATIONS INC.
(“TELUS”)

- AND -

TELUS INTERNATIONAL (CDA) INC.
(“TI”)

January 1, 2021

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION		2

1.1	Definitions	2

1.2	Gender, Number, Etc.	7

1.3	Currency	7

1.4	Article and Section Headings	7

1.5	Consents	7

1.6	General Interpretation	8

1.7	Schedules	8

1.8	Priority of Documents	8

ARTICLE 2 STATEMENT OF OBJECTIVES		8

2.1	Statement of Objectives	8

ARTICLE 3 TERM		9

3.1	Term	9

ARTICLE 4 SERVICES		9

4.1	Services	9

4.2	Standard of Services	10

4.3	Performance Service Credits	11

4.4	TI Retention of Control and Decision Making	11

4.5	Non-Exclusive	11

4.6	New Services	11

ARTICLE 5 CHANGE IN SERVICES		11

5.1	Change in Services	11

5.2	Change Request	12

5.3	Mandatory Changes	13

5.4	Change Orders	14

ARTICLE 6 FEES		15

6.1	Guiding Principles in Establishing the Fees	15

6.2	Fees	15

6.3	Fee Adjustments	15

6.4	Monthly Payments	17

6.5	Disputed and Unpaid Amounts	17

6.6	Taxes and Regulatory Fees	17

6.7	Maintenance of Records	18

6.8	Set-Off	18

6.9	Price Adjustment for Fees paid by TI for Services provided by TELUS	18

ARTICLE 7 RELATIONSHIP MANAGEMENT		19

7.1	Governance Process	19

ARTICLE 8 POLICIES, REGULATIONS AND GUIDELINES		19

8.1	TELUS Policies and Codes	19

8.2	Security Policies and Regulations	20

ARTICLE 9 OTHER OBLIGATIONS		20

9.1	Disaster Recovery / Business Continuity	20

ARTICLE 10 DISPUTE RESOLUTION		21

10.1	Dispute Resolution Process	21

10.2	Reliability - Performance Notwithstanding Dispute	22

ARTICLE 11 INTELLECTUAL PROPERTY		23

11.1	Pre-existing Intellectual Property	23

11.2	Residual Knowledge	23

ARTICLE 12 AUDIT		24

12.1	Audits and Inspections	24

12.2	Compliance	25

ARTICLE 13 INSURANCE		25

13.1	Insurance	25

ARTICLE 14 CONFIDENTIALITY, ACCESS AND SECURITY		27

14.1	Definitions	27

14.2	Exchange of Confidential Information	27

14.3	Exclusions	28

14.4	Disclosure to Representatives	29

14.5	Compelled Disclosure	29

14.6	TI Data	29

14.7	Remedies	30

14.8	Return of Confidential Information	30

ARTICLE 15 PROTECTION OF PERSONAL INFORMATION		30

15.1	Definitions	30

15.2	Protection of Personal Information	30

15.3	No Conflict	33

ARTICLE 16 TERMINATION		33

16.1	Termination for Convenience	33

16.2	Termination for Cause	34

16.3	Termination for Insolvency	34

16.4	Termination for Change of Control of TI	34

16.5	Orderly Termination	34

16.6	Effect of Termination	35

ARTICLE 17 WARRANTIES		36

17.1	Disclaimer	36

ARTICLE 18 INDEMNITIES		36

18.1	General Indemnification	36

18.2	Additional Indemnification by TI	37

18.3	Indemnification Procedures	37

ARTICLE 19 LIMITATION OF LIABILITY		37

19.1	Exclusion of Liability	37

19.2	Limitation of Liability	38

19.3	Force Majeure	38

ARTICLE 20 GENERAL		39

20.1	Assignment	39

20.2	Subcontracting	39

20.3	Relationship of Parties	39

20.4	No Advertising	40

20.5	Governing Law	40

20.6	Notice	40

20.7	Waiver	41

20.8	Severability	41

20.9	Cumulative Remedies	41

20.10	Survival	41

20.11	Entire Agreement	42

20.12	Counterparts	42

iii

20.14

Further Assurances

SCHEDULE A	SERVICES	44

SCHEDULE 4.1	MANAGED IT AND NETWORK SERVICES	45

SCHEDULE 6.4	MONTHLY CHARGES FORM	46

SCHEDULE 7.1	GOVERNANCE	47

SCHEDULE 8.1	TELUS POLICIES AND CODES	49

TRANSITION AND SHARED SERVICES AGREEMENT

THIS AGREEMENT is made effective as of January 1, 2021 (the “Effective Date”).

BETWEEN:

TELUS COMMUNICATIONS INC., a corporation existing under the Laws of the Province of British Columbia, having its registered office at 7th Floor, 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3,

(“TELUS”)

- and -

TELUS INTERNATIONAL (CDA) INC., a corporation incorporated under the Laws of the Province of British Columbia, having its registered office at 7th Floor, 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3,

(“TI”).

WHEREAS TI is a leading global provider of innovative information technology and business process outsourcing solutions;

AND WHEREAS TI entered into a Shared Services Agreement with TELUS made effective on April 1, 2016 (the “Bluebook SSA”) to engage TELUS to provide certain administrative and support services and other assistance to TI, upon the terms and conditions contained in that Bluebook SSA;

AND WHEREAS In connection with the sale by TELUS to TI of TELUS’ managed IT services business unit (“MITS”) on April 1, 2020, TI entered into the Shared Services Agreement (MITS Support) (the “Poplar SSA”) to engage TELUS to provide certain administrative and support services, including Managed IT and Network Services, and other assistance to TI, upon the terms and conditions contained in that Poplar SSA;

AND WHEREAS TI and TELUS wish to amend and restate the Bluebook SSA and to include certain services being provided under the Poplar SSA upon the terms and conditions contained in this Agreement;

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the Parties agree as follows:

ARTICLE 1
INTERPRETATION

1.1 Definitions

Wherever used in this Agreement, including the Schedules, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them as follows:

(a) “Affiliate” means, with respect to any Person, any Person Controlling, Controlled by or under common Control with such other Person. Notwithstanding the foregoing: (i) in the case of TELUS, Affiliates of TELUS will exclude the TI Group; and (ii) in the case of TI, Affiliates of TI will be limited to the TI Group.

(b) “Agreement” means this agreement entitled “Transition and Shared Services Agreement” and all Schedules attached as of, or added following, the Effective Date.

(c) “Agreement Coordinators” means the Agreement Coordinators named by the Parties in connection with the Governance Process, as further described in Schedule 7.1.

(d) “Agreement Executives” means the Agreement Executives named by the Parties in connection with the Governance Process, as further described in Schedule 7.1.

(e) “Asset Purchase Agreement” means the Asset Purchase Agreement between TELUS and TI dated April 1, 2020.

(f) “Asset Transfer Effective Date “ means the date upon which the Transferred MITS Customers and other assets being part of MITS business were transferred by TELUS to TI pursuant to the Asset Purchase Agreement.

(g) “Basic Termination Notice Period” has the meaning set forth in Section 16.1(a).

(h) “Bluebook MSA” means the Master Services Agreement between TELUS and TI dated April 1, 2016.

(i) “Bluebook SSA” means the Shared Services Agreement between TELUS and TI dated April 1, 2016.

(j) “Business Day” means any day on which banks are open in Vancouver, British Columbia for the transaction of business.

(k) “Change” means any change, variation or amendment to a Service (excluding temporary fluctuations in usage levels and excluding any termination, in whole or in part, of a Service in accordance with the terms of this Agreement), and includes the addition of a New Service. For greater certainty, unless otherwise agreed between the Parties, the following will be considered to be Changes and not temporary fluctuations in usage level: (i) any change in use requiring the addition or reduction by TELUS of personnel that exceeds one full-time equivalent or operating expense of $120,000; (ii) any change in use that exceeds 10% of TELUS budgeted operating expenses for the

applicable Contract Year for the applicable Service; and (iii) any change in use that requires an additional non-budgeted capital expenditure by TELUS in excess of $100,000.

(l) “Change of Control” of a Person means (i) the sale, transfer or other disposition of all or substantially all the assets of such Person; (ii) any merger, amalgamation or consolidation of such Person with or into another entity (other than an Affiliate of such Person); or (iii) the acquisition by any other Person, or group of Persons acting in concert, of more than fifty percent (50%) (or, in the case of a Person whose shares are publicly traded, such lesser percentage that constitutes Control pursuant to applicable securities Laws) of the voting rights of such Person; in each case in any single transaction or any series of related transactions, and in each case other than a transaction where the shareholders of such Person immediately prior to the event continue to hold a majority (or, in the case of a Person whose shares are publicly traded, such lesser percentage that constitutes Control pursuant to applicable securities Laws) of the voting rights of such Person or its successor immediately after such event. In the case of TI, a Change of Control will include a circumstance where, and be deemed to occur on the date on which, the TELUS Holders no longer own or have beneficial control or direction over more than fifty percent (50%) of the outstanding voting rights of TI. For the purposes of this paragraph, “TELUS Holders” means TELUS and each of its Affiliates excluding TI and TI’s subsidiaries.

(m) “Change Management Procedures” has the meaning set forth in Section 5.1.

(n) “Change Order” has the meaning set forth in Section 5.4(a).

(o) “Change Proposal” has the meaning set forth in Section 5.2(a).

(p) “Change Request” has the meaning set forth in Section 5.1.

(q) “Confidential Information” has the meaning set forth in Section 14.1(a).

(r) “Control” and its derivatives mean, with regard to any Person that is not an individual, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interests, by contract or otherwise.

(s) “Data” means the representation of information or computer instructions in a formalized manner suitable for interpretation or processing including, without limitation, any information set forth in hard copy document or stored on disk, magnetic media, or other storage media together with any combination or organization thereof.

(t) “Disclosing Party” has the meaning set forth in Section 14.1(b).

(u) “Dispute” has the meaning set forth in Section 10.1(a).

(v) “Dispute Notice” has the meaning set forth in Section 10.1(b).

(w) “Dispute Resolution Process” means the process for resolving a Dispute, as described in Article 10.

(x) “Effective Date” has the meaning set forth in the Preamble.

(y) “Event of Force Majeure” has the meaning set forth in Section 19.3(a).

(z) “Excluded Mandatory Change” has the meaning set forth in Section 5.3(b).

(aa) “Fees” means the amounts set forth in the TSSA Budget/Actuals as charges for the Services to be rendered under this Agreement, together with any other amounts payable by TI under this Agreement.

(bb) “Governance Process” means the governance process outlined in this Agreement and Schedule 7.1.

(cc) “Governmental Authority” means (i) any governmental or public department, central bank, court, minister, governor-in-counsel, cabinet, commission, committee, tribunal, board, bureau, agency, commissioner or instrumentality, whether international, multinational, federal, provincial, state, municipal, county, local or other; (ii) any subdivision or authority of any of the above; and (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

(dd) “Impact Assessment” has the meaning set forth in Section 5.3(c)(i).

(ee) “Indemnitee” has the meaning set forth in Section 18.1.

(ff) “Indemnitor” has the meaning set forth in Section 18.1.

(gg) [Intentionally Deleted].

(hh) “Intellectual Property Rights” means any and all domestic and foreign: (i) patents and applications therefor and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) inventions (whether patentable or not), invention disclosures, improvements, trade secrets, design, programming architecture, notes, drawings, proprietary information, know-how, technology, technical data, schematics and customer lists, and all documentation relating to any of the foregoing; (iii) copyrights, copyright registrations and applications therefor, and all other rights corresponding thereto; (iv) trade names, corporate names, domain names, website names and worldwide web addresses, trade dress, logos, common law trademarks, trademark registrations and applications thereof; (v) any and all computer programs, applications or software whether in source, object and executable code and any proprietary rights in such programs, applications or software, including documentation and other materials or documents related thereto; (vi) any and all mask works and mask work applications, integrated circuit design or topography registration or application thereof; and (vii) any and all other intellectual or industrial property whatsoever.

(ii) “Laws” means all applicable laws, statutes, by-laws, rules, regulations, orders, judgments, and arbitral or administrative judgments of any Governmental Authority having the force of law.

(jj) “Losses” means all losses, liabilities, fines, damages and claims (including Third Party Claims) and all related costs and expenses (including any and all reasonable lawyers’ and other professionals’ fees and reasonable costs of investigation, litigation, settlement, judgment, interest and penalties).

(kk) “Managed IT and Network Services” means the services described in Schedule 4.1.

(ll) “Mandatory Change” means a Change initiated by TELUS relating to: (i) a change to a TELUS corporate policy, or (ii) compliance by TELUS with applicable Laws (including regulatory requirements), in either case that TELUS specifies to TI as being mandatory.

(mm) “Mandatory Change Request” has the meaning set forth in Section 5.3.

(nn) “New Services” means any proposed services to be provided by TELUS to TI which are not described in Schedule A (or, in the case of the Managed IT and Network Services, in Schedule 4.1) as of the Effective Date. For clarity, a proposed increase in volume of a Service (including the delivery of an existing Service to a new TI location) which is then described in Schedule A (or, in the case of the Network Services, in Schedule 4.1) will not be considered New Services and will be handled through the Change Management Procedures.

(oo) “MITS” has the meaning set forth in the Recitals.

(pp) “New MITS Customer” means a customer of TI for MITS services contracted after the Asset Transfer Effective Date.

(qq) “Parties” means TELUS and TI.

(rr) “Performance Standards” has the meaning set forth in Section 4.2(a).

(ss) “Person” means any individual, corporation, partnership, Governmental Authority, association or unincorporated organization.

(tt) “Personal Information” has the meaning set forth in Section 15.1(a).

(uu) “Poplar SSA” means the Shared Services Agreement (MITS Support) between TELUS and TI dated April 1, 2020.

(vv) “Proprietary Materials” means any work product, software (including programming code, such as source code and object code), systems, data, modules, tools, methodologies, analysis, frameworks, specifications, reports, drawings, documentation, manuals, solution construction aids, interfaces, advertising and

marketing materials, formula, designs, models, drawings and inventions, including all methods and processes, business or otherwise.

(ww) “Receiving Party” has the meaning set forth in Section 14.1(c).

(xx) “Regulatory Fees” means fees required by Governmental Authorities or applicable Laws in support of any statutory or regulatory programs, established by Law now in force or enacted in the future with respect to the supply of the Services provided by TELUS under this Agreement. Regulatory Fees shall be in addition to, but shall not include, Taxes.

(yy) [Intentionally Deleted].

(zz) “Representatives” means with respect to either Party, each of its directors, officers and employees.

(aaa) “Schedules” has the meaning set forth in Section 1.7, and includes any other schedules mutually agreed in writing by the Parties and signed by an authorized signatory for each Party.

(bbb) “Service Coordinators” means the Service Coordinators named by the Parties in connection with the Governance Process, as further described in Schedule 7.1.

(ccc) [***]

(ddd) “Services” means the services described in Schedule A, the Managed IT and Network Services described in Schedule 4.1 and including any services, functions and responsibilities that are necessarily incidental to or customarily provided as part of the Services (whether or not expressly described in Schedule A or Schedule 4.1, as applicable) and including any New Service or any Change that is approved by the Parties pursuant to the terms of this Agreement.

(eee) “Taxes” means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Authority, including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all license, franchise and registration fees and all employment insurance, health insurance and Canada, Quebec and other government pension plan premiums or contributions and (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Authority on or in respect of amounts of the type described in clause (i) above or this clause (ii). Taxes shall be in addition to, but shall not include, Regulatory Fees.

(fff) “TELUS Indemnified Parties” means TELUS and its Affiliates (other than the TI Group) and its and their respective officers, directors and employees.

(ggg) “Term” has the meaning set forth thereto in Section 3.1(a).

(hhh) “Third Party (ies)” means any Person other than the Parties or their respective Affiliates.

(iii) “Third Party Claims” means claims made by Third Parties against TELUS Indemnified Parties or against TI Indemnified Parties.

(jjj) “TI Data” has the meaning set forth in Section 14.6(a).

(kkk) “TI Group” means TI and all Persons Controlled by TI.

(lll) “TI Indemnified Parties” means TI and the other members of the TI Group and its and their respective officers, directors and employees.

(mmm) “Transferred MITS Customer” means a customer transferred by TELUS to TI pursuant to the Asset Purchase Agreement.

(nnn) “TSSA Budget/Actuals” means the document maintained by the Agreement Coordinators that sets out the pricing methodology and charges for all Services; as adjusted by the Parties from time to time pursuant to the terms of this Agreement.

1.2 Gender, Number, Etc.

In this Agreement, words importing the singular include the plural and vice versa, and words importing gender include all genders.

1.3 Currency

All references to money amounts in this Agreement or in any Schedule, unless otherwise specified, shall be to Canadian currency, regardless of where the Services are actually delivered.

1.4 Article and Section Headings

1.5 Consents

are to mutually agree upon certain procedures, standards or details, including in connection with Change requests, they shall at all times act reasonably, co-operatively and in good faith.

1.6 General Interpretation

The use of the terms “including” or “include” means “including, without limitation” or “include, without limitation,” respectively. The Parties acknowledge and agree that they have mutually negotiated the terms and conditions of this Agreement and that any provision with respect to which an issue of interpretation or construction arises will not be construed to the detriment of the drafter on the basis that such Party was the drafter, but will be construed according to the intent of the Parties as evidenced by the entire Agreement.

1.7 Schedules

The following schedules are attached to and form part of this Agreement, as such schedules may be updated and revised from time to time pursuant to this Agreement (each a “Schedule” and, collectively, the “Schedules”):

Schedule A Services

Schedule 4.1 Managed IT and Network Services

Schedule 6.4 Monthly Charges Form

Schedule 7.1 Governance

Schedule 8.1 TELUS Policies and Codes

1.8 Priority of Documents

In the event of any conflict or inconsistency between:

(a) the Sections of this Agreement and Schedule A, Schedule A shall prevail over the Sections of this Agreement,

(b) the Sections of this Agreement and Schedule 4.1, Schedule 4.1 shall prevail over the Sections of this Agreement with respect to the Managed IT and Network Services; and

(c) the Sections of this Agreement and any other Schedule, the Sections of this Agreement shall prevail over such Schedule;

provided however that in all cases, to the extent feasible, the provisions of such schedules and the body of this Agreement shall be construed in a consistent manner.

ARTICLE 2
STATEMENT OF OBJECTIVES

2.1 Statement of Objectives

The Parties agree that the primary objectives and guiding principles of their contractual relationship under this Agreement are as follows:

(a) to enhance and enable TI’s ability to operate efficiently and reliably serve its clients (including both Transferred MITS Customers and New MITS Customers), leveraging TELUS expertise;

(b) to document the TELUS and TI shared services relationships;

(c) to ensure that the Fees payable pursuant to this Agreement are determined based on a full cost-plus recovery approach (including both direct costs and indirect overhead costs), as more fully described in Section 6.1; and

(d) to ensure the Parties regularly review, and if required refresh, the services relationship contemplated under this Agreement so that the relationship continues to function effectively over the Term.

The Parties agree that the above-noted objectives and guiding principles are not, as such, intended to create binding legal obligations, but are instead intended to document the mutual objectives of the Parties in connection with the services relationship. The provisions of this Agreement are to be interpreted, in case of ambiguity, in light of the objectives and guiding principles set forth in this Section.

ARTICLE 3
TERM

3.1 Term

(b) Expiration or termination of a particular Service will not, in and of itself, result in the termination of any other Service or of this Agreement. Expiration or termination of all Services will result in the termination of this Agreement, concurrently with the termination or expiration of the last Service.

ARTICLE 4
SERVICES

4.1 Services

(a) In consideration of the payment by TI to TELUS of the Fees, TELUS shall provide the Services to TI in accordance with the terms and conditions set forth in this Agreement, including the Schedules.

(b) In addition to any other provisions of this Agreement and Schedule A, TELUS shall provide the Managed IT and Network Services to TI in accordance with Schedule 4.1.

4.2 Standard of Services

(a) TELUS shall provide the Services to TI substantially in accordance with the following general performance standards (collectively, the “Performance Standards”):

(i) With respect to Transferred MITS Customers, TELUS shall provide the Services (including the Managed IT and Network Services) in the same manner and in accordance with the performance standards set out in each of the contracts for the Transferred MITS Customer in order to enable TI to exercise its service obligations thereunder, as those service obligations existed at the Asset Transfer Effective Date.

(ii) With respect to any New MITS Customer, TELUS shall provide the Services (including the Managed IT and Network Services) to TI in accordance with the performance standards agreed to from time to time by TI and TELUS in writing; provided, however, that until TI and TELUS have agreed to such standards, for Services substantially similar to the Services provided for Transferred MITS Customers, TELUS shall provide the Services in accordance with Section 4.2(a)(iii)(C).

(iii) Without limiting the application of Sections 4.2(a)(i) and 4.2(a)(ii) above:

(A) TELUS shall provide the Services diligently and in an efficient and business-like manner that is consistent, in all material respects, with the manner and level of care with which such Services are being provided by TELUS to its own operations;

(B) TELUS shall allocate priority and resources to the rendering of the Services to substantially the same degree and in substantially the same manner which TELUS allocates priority and resources to its own operations or, in the case of the Managed IT and Network Services, to the same degree and in substantially the same manner which TELUS allocated priority and resources for substantially similar services provided by TELUS to Transferred MITS Customers; and

(C) TELUS shall provide the same or similar performance standard which TELUS maintains for similar services which it provides to its own operations or, in the case of the Managed IT and Network Services, to the same performance standards for such Services maintained by TELUS for substantially similar services provided by TELUS to the Transferred MITS Customers immediately prior to the Asset Transfer Effective Date, unless otherwise specified in Schedule A or Schedule 4.1.

(b) Each calendar year during the Term of this Agreement, TI and TELUS shall, through the Governance Process, review the allocation of priority and Performance Standards and elements of each Service and discuss service goals for the ensuing year.

4.3 Performance Service Credits

To the extent TELUS [***], and where [***], TELUS shall reimburse TI for [***] in proportion to TELUS’ relative responsibility with respect to [***].

4.4 TI Retention of Control and Decision Making

Nothing in this Agreement shall be construed as fettering the authority of the board of directors of TI to exercise managerial control and decision making authority for TI in every respect, including without limitation, decisions to implement, modify or reject any course of action recommended by TELUS in connection with the Services; provided, however, TELUS shall have the authority as service provider to make routine administrative decisions in connection with the performance of the Services.

4.5 Non-Exclusive

This Agreement is non-exclusive and does not in any way (i) limit TI’s right to contract with any other Person for the provision of services similar or identical to the Services, or for the provision of other products or services to TI, or (ii) limit TELUS’ ability to provide services similar or identical to the Services, or to provide any other products or services, to other customers of TELUS, in each case except as otherwise specifically provided for in this Agreement.

4.6 New Services

(a) The Parties agree, through the Governance Process, to regularly discuss and review opportunities involving the potential procurement by TI of New Services from TELUS. Such discussions shall occur on an expedited case-by-case basis, so as not to unduly delay TI’s ability to obtain the New Services from TELUS, or from a Third Party should it elect to do so. In all cases, if TI elects to procure New Services from TELUS, such New Services shall be subject to the Change Management Procedures. For clarity, there will be no exclusivity associated with such discussions and review and TI may at its sole, reasonably-exercised discretion at any time issue a bid solicitation, engage in discussions with, or receive bids from, any Third Party service provider in respect of such New Services.

(b) If the Parties agree to New Services after the Effective Date, such New Services (including without limitation the description and Fees) will be described in an addendum to each of Schedule A and the TSSA Budget/Actuals.

ARTICLE 5
CHANGE IN SERVICES

5.1 Change in Services

At any time, either Party may request a Change. All Changes must be initiated through the change management procedures set forth in this Article 5 (the “Change Management

Procedures”) by submitting to the other Party a written notice including all relevant information reasonably required for the proper consideration of such Change (each, a “Change Request”).

5.2 Change Request

Following the delivery of a Change Request, the following provisions will apply:

(a) upon receipt of a Change Request from TI, TELUS will prepare a proposal (the “Change Proposal”) within the earlier of: (i) fifteen (15) Business Days (or such longer or shorter period of time as agreed to by the Parties), or (ii) where the Change relates to a service being provided by TI under a contract with a Transferred MITS Customer a number of Business Days which allows TI to comply with any mandated timeframe in the applicable contract with the Transferred MITS Customer for providing a proposal to the Transferred MITS Customer, which timeframe TI will communicate to TELUS as part of the Change Request. The Change Proposal will include a description of the impact of the proposed Change on the following (to the extent applicable having regard to the nature of the proposed Change):

(i) the cost to implement the Change;

(ii) the time required to implement the Change;

(iii) any revisions to the rights and obligations of the Parties under this Agreement relating to the Services affected by the Change;

(iv) a description of the Services to be provided, assuming implementation of the Change;

(v) any changes to the Performance Standards;

(vi) any increase or decrease to the Fees; and

(vii) any other relevant matter related to this Agreement that will be materially impacted.

(b) If TELUS initiates the Change Request, then TELUS will prepare and include a Change Proposal with the Change Request.

(c) Any Change Proposal with respect to New Services will include a detailed description of any transitional or preparatory activities (including the acquisition or upgrading by TELUS of assets for use in Canada and the hiring or re-deployment by TELUS of employees or consultants) required in order to implement the New Services, and the incremental costs associated with such activities. The Parties hereby acknowledge and agree that in no circumstance will TELUS be required to acquire or hold assets outside of Canada for purposes of this Agreement. To the extent that such costs would not have been incurred by TELUS were it not for the implementation of the New Services, and to the extent that they are not otherwise factored into the Fees payable for the New Services, then, if and to the extent that the Change Proposal is approved by TI

and the New Services are implemented, TELUS may require that they be reimbursed by TI, in whole or in part, on a cost-recovery basis, without markup.

(d) TI will provide TELUS with a written response to the Change Proposal within: (i) ten (10) Business Days (or such longer or shorter period of time as agreed to by the Parties) of receipt of the Change Proposal from TELUS, or (ii) where the Change was initiated by TI and relates to a service being provided by TI under a contract with a Transferred MITS Customer, a number of Business Days which allows the Parties to comply with any mandated timeframe in the contract with the Transferred MITS Customer for implementation, which timeframe TI will communicate to TELUS as part of its written response, indicating TI’s approval of the Change Proposal, its rejection of the Change Proposal (indicating its reasons), the terms of a counter proposal acceptable to TI or notice of additional time required by TI to consider the Change Proposal.

(e) Any Change Proposal approved by TI without modification, or any counter-proposal made by TI and accepted by TELUS, will constitute a Change Order, and TELUS will implement the Change in accordance with the particulars of the Change Order.

(f) If the Parties disagree on any matter relating to a Change Request the matter will be treated as a Dispute, to be resolved pursuant to the Dispute Resolution Process, up to but not including arbitration. If the Parties are unable to settle the Dispute through the Dispute Resolution Process, the Change Request will be deemed to have been rejected.

5.3 Mandatory Changes

TELUS may require that a Mandatory Change be accepted by TI by the delivery of a written request (each, a “Mandatory Change Request”) to TI, in which case the following provisions will apply:

(a) the approval or agreement of TI to the Mandatory Change Request is not required;

(b) the Mandatory Change Request will immediately become a Change Order upon the issuance by TELUS, and TI will cooperate with TELUS as required for the implementation of the Mandatory Change following receipt of the Mandatory Change Request from TELUS as soon as reasonably practicable to do so, provided that:

(i) TI shall not be required to accept the implementation of any Mandatory Change which, if implemented, would cause TI to be non-compliant with applicable Laws or a contract with a Transferred MITS Customer (an “Excluded Mandatory Change”); and

(ii) any Excluded Mandatory Change shall be handled by the Parties as a regular Change.

(c) if, as a result of the Mandatory Change, the Fees are to be increased, decreased or otherwise changed, or any Performance Standards, time frames, or other terms and conditions of this Agreement, including the Schedules, will be impacted, and a

determination must be made regarding the particulars of such increase, decrease, change or impact, then the following procedures will apply:

(i) TELUS’ Mandatory Change Request in respect of a Mandatory Change will include its proposed adjustment to the Fees and any impact on Performance Standards, time frames or other terms, with supporting information, including with regard to any increase or decrease to the Fees (the “Impact Assessment”);

(ii) after TI has received and reviewed the Impact Assessment from TELUS, TI will, acting reasonably, and after due consideration of the proposed Impact Assessment, and by written notice to TELUS, set the adjustment to the Fees or such other adjustment or change to the Performance Standards, time frames or other terms and conditions of this Agreement including the Schedules, which adjustment or change will take effect immediately;

(iii) if TELUS disputes any adjustment or change set by TI pursuant to paragraph (ii) above, TELUS may implement the Mandatory Change notwithstanding the dispute and the dispute will be settled pursuant to the Dispute Resolution Process; and

(iv) the adjustment or change determined by TI will apply until any Dispute has been resolved between the Parties, at which time the Parties will make such adjustments as may be necessary to give effect to the resolution of the Dispute, retroactive (to the extent possible) to the date of the implementation of the Mandatory Change giving rise to such Dispute; and

(v) the undisputed portion of any adjustment to Fees as set forth in the Impact Assessment will be paid by TI, with any adjustment to Fees subject to any Dispute being payable upon resolution of the Dispute.

5.4 Change Orders

(a) A Change Request or a Mandatory Change Request will become a “Change Order” when the requirements of the procedures to consider such Change Request or Mandatory Change Request set out in this Article 5 have been satisfied, and the Change Request or Mandatory Change Request is approved by the Parties, where such approval is required pursuant to this Article 5.

(b) If the Parties proceed with a Change Order (whether as the result of a Change Request or a Mandatory Change Request), then the Change Order will constitute an amendment to this Agreement and/or the applicable Schedule and the TSSA Budget/Actuals. From and after the effective date of a Change Order, this Agreement including any applicable Schedule and the TSSA Budget/Actuals will be interpreted as having been amended by the Change Order.

(c) Any Dispute with respect to a Change, including but not limited to any Fee adjustment required as a result of a Change, shall be treated as a Dispute and dealt with in

accordance with the Dispute Resolution Process, up to but not including arbitration (except with respect to a Mandatory Change, which may be subject to arbitration).

ARTICLE 6
FEES

6.1 Guiding Principles in Establishing the Fees

The Fees payable by TI to TELUS pursuant to this Agreement have been established and are set forth in the TSSA Budget/Actuals, and shall be established for any Changes, on a full cost-plus recovery basis (including direct costs and indirect overhead costs).

6.2 Fees

(a) In consideration of TELUS providing the Services, TI shall pay to TELUS the Fees set forth in the TSSA Budget/Actuals, subject to adjustment in accordance with Section 6.3 and Section 6.4, and all applicable Taxes and Regulatory Fees. Except as otherwise specified in any addendum to the TSSA Budget/Actuals that is agreed to pursuant to the Change Management Procedures describing New Services, the first invoice for any New Service will include the one-time charges, if any, set forth in the applicable Change Order, as described in Section 5.2(c).

(b) TI shall reimburse TELUS for actual out-of-pocket expenses which are reasonable and necessary for TELUS to incur in order to perform the Services in question, provided that such payments shall not exceed the limits, if any, set forth in the applicable portion of the TSSA Budget/Actuals, and provided that TELUS submits reasonable supporting documentation with respect to such pass-through expenses.

(c) Except for the Fees and other charges expressly provided for in this Agreement, and except as otherwise set forth in the TSSA Budget/Actuals, TI shall not be responsible for any fees, charges or expenses incurred by TELUS. Except as otherwise expressly provided in this Agreement, each Party will be responsible for its cost of providing all facilities, personnel, training, supplies and other resources as are necessary to perform its obligations under this Agreement.

(d) Except if otherwise agreed between the Parties, the Fees will be invoiced and paid in Canadian dollars.

6.3 Fee Adjustments

(a) The Parties recognize that the nature of support required by TI from TELUS may change over time, and that the cost of delivering the Services may fluctuate over time, based on various factors. As such, the Parties agree to meet, through the Governance Process, on a semi-annual basis (including as part of the year-end budgeting process), to review and if necessary to adjust the Fees for the following six month period, so as to reflect the guiding principles set forth in Section 6.1. In considering whether an adjustment to the Fees should be made, each Party shall, acting reasonably and in

good faith, consider the following factors (amongst any other factors that the Parties may deem relevant):

(i) Actual volume of Services rendered in the previous six month period or calendar year, and anticipated volume of Services expected to be rendered in the next six month period or calendar year (taking into account special or non-recurring projects, events or situations that may have caused, or may be expected to cause, the volume of Services to fluctuate materially from period to period), to the extent that these materially affect any assumptions upon which the Fees were established, as set out in the TSSA Budget/Actuals; and

(ii) TELUS’ cost to provide the Services, including costs associated with any unique “high-touch” or quality elements to the Services that increase the delivery cost as compared with standardized services.

(iii) For clarity, where Fees have been adjusted, TELUS will conduct the next Fee adjustment using the new adjusted Fees.

(iv) For greater certainty, Third Party costs being charged to TI on a pass-through basis, whether incorporated into the Fees or charged separately will simply continue to be charged on a pass-through basis, without markup.

(b) If there is any Dispute as to the process or outcome of the discussions surrounding proposed adjustments to the Fees, the Dispute shall be resolved under the Dispute Resolution Process, up to but not including arbitration. Where the Dispute involves TI disputing a proposed material increase in Fees or TELUS disputing a proposed material decrease in Fees, then either Party may, by providing written notice to the other Party:

(i) within sixty (60) days of the matter being discussed but not resolved at the end of the period set out in Section 10.1(d) in the case of a termination by TI, or

(ii) within ninety (90) days of the matter being discussed but not resolved at the end of the period set out in Section 10.1(d) in the case of a termination by TELUS,

terminate the Services which are the subject of the Fee dispute.

(c) If the Parties fail to meet in any semi-annual period to review and if necessary to adjust the Fees for the following period, or if there is a Dispute over any proposed adjustment to the Fees, then the Fees will remain the same until the Dispute is resolved or the Parties otherwise meet and agree on any adjustments to the Fees (at which point the Fees shall be retroactively adjusted to the beginning of the applicable semi-annual period).

(d) Section 6.3(a) shall not apply to any specific fixed Fees which have been agreed to by the Parties for a specific MITS customer opportunity.

6.4 Monthly Payments

(a) As part of the semi-annual or annual Fee adjustment review process described in Section 6.3, the Parties will establish the monthly amount to be payable by TI to TELUS for the next period, for each of the Services, based on the assumptions (if any) set forth in the TSSA Budget/Actuals or in any addendum thereto.

(b) Within ten (10) Business Days after the end of each month, or at such other time as may be agreed by the Parties, TELUS shall deliver an invoice to TI setting out Fees and applicable Taxes and Regulatory Fees associated with the delivery of Services during such month. Such invoice shall be accompanied by reasonable supporting documentation. TI shall pay the amounts due within sixty (60) days following receipt of such invoice, by electronic funds transfer or any other means mutually acceptable to the Parties.

6.5 Disputed and Unpaid Amounts

(a) If TI wishes to dispute any amount payable under this Agreement, it shall do so through the Dispute Resolution Process. TI will promptly advise TELUS of the amount that TI considers to be in Dispute, together with a reasonably detailed description of the Dispute, and will promptly pay any undisputed portion.

(b) Payment by TI shall not preclude TI from contesting any charges TI believes to be improper or incorrect; and acceptance by TELUS of any partial payment will not constitute a waiver by TELUS of any claim that it may have to receive full payment of the applicable amount. Any such claims, whether by TI or by TELUS, shall be dealt with pursuant to the Dispute Resolution Process.

6.6 Taxes and Regulatory Fees

(a) The Fees do not include any Taxes or Regulatory Fees payable by TI under this Agreement.

(b) TELUS will separately itemize for TI, in writing, all Taxes and Regulatory Fees (if any) payable by TI, unless otherwise specified or required by applicable Laws. TI shall pay Taxes and Regulatory Fees at the same time as the Fees.

(c) Unless TI provides TELUS with a valid tax or regulatory exemption certificate that is received by TELUS in a timely manner prior to issuance of the invoice, TI will pay or reimburse TELUS for Taxes or Regulatory Fees which are payable by TI to any Governmental Authority under applicable Laws arising from the Services, when invoiced by TELUS. TI’s obligations pursuant to this clause shall survive any termination of this Agreement.

(d) TELUS will specify in writing to TI any applicable tax registration numbers and any other information required under applicable Laws.

(e) TELUS shall not be required to honor or comply with any Tax or Regulatory Fee exemption unless TELUS has first received a valid and acceptable Tax or Regulatory Fee exemption certificate or other appropriate documentation issued by the applicable Governmental Authority.

(f) If TI claims a Tax or Regulatory Fee exemption and TELUS relies on such exemption and does not collect the Tax or Regulatory Fee, and such certificate or other reliance by TELUS is subsequently found to be invalid by a Governmental Authority, then TI shall compensate TELUS for any assessments for such Tax or Regulatory Fee levied on TELUS, and TI shall be liable for any such uncollected Tax or Regulatory Fee, as well as any and all late charges, penalties or interest assessed thereon by any Governmental Authority.

6.7 Maintenance of Records

In order to be able to provide TI with detailed information concerning the Services, TELUS will keep all operational Data of TELUS relevant to the provision of the Services and the calculation of the Fees for a period of eighteen (18) months following the date they are rendered, or such longer period as may be required by applicable Law or by TELUS document retention policies. In the case of any pass-through charges and expenses or payments made by TELUS on TI’s behalf, TELUS will preserve copies of all supporting vouchers, invoices and other documentation showing all expenditures, charges, taxes and related calculations. At the end of the Term, or otherwise prior to destruction, TELUS shall provide to TI copies, at TI’s expense (based on actual cost without mark-up), of all such records.

6.8 Set-Off

TI may, upon written notice to TELUS, set off and deduct, from any amounts payable to TELUS under this Agreement, any undisputed amounts payable to TI by TELUS. The failure by TI to set off or deduct any amount from an invoiced payment will not constitute a waiver of TI’s right to set off, deduct or collect such amount.

6.9 Price Adjustment for Fees paid by TI for Services provided by TELUS

The Parties intend for the Fees paid hereunder to be on arm’s length terms and conditions. If TELUS and TI subsequently mutually determine, or if the Canada Revenue Agency (“CRA”) issues, or proposes to issue, assessments or reassessments of additional liability for Taxes or in respect of any other matter by reason of asserting that any Fee paid hereunder is less than or greater than the price that would have been agreed to between Persons dealing at arm’s length (a

“proposed adjustment”), then the relevant Fee shall be increased or decreased as necessary but only to the extent that the Fee so revised is (i) acceptable to the Parties hereto, or (ii) established by the CRA or a court of competent jurisdiction (after all relevant objection or appeal rights have been exhausted or all time periods for appeal have expired without appeals having been taken) to be the price that would have been agreed to between Persons dealing at arm’s length (a “final resolution”). Where any Fee paid hereunder relates to a Service that is resupplied by a Party to a non-resident, any proposed adjustment or final resolution in respect of the Service that is resupplied to a non-resident shall be taken into account in determining the amount of any proposed adjustment or final resolution with respect to that Service under this paragraph. Each Party agrees to promptly notify the other Party of the details of (a) any proposed adjustment issued by the CRA, and (b) any final resolution of any such proposed adjustment (including in each case in respect of a resupply of a Service by a Party to a non-resident).

If a particular Fee is varied in the circumstances described in the preceding paragraph, then the Parties shall take such steps as may be necessary to reflect properly an appropriate adjustment to the Fee as varied.

ARTICLE 7
RELATIONSHIP MANAGEMENT

7.1 Governance Process

(a) In order to effectively implement and manage the services relationship to enable the Parties to realize their mutual objectives set out in Section 2.1, the Parties have agreed to institute and maintain a structured governance process, the details of which are set out in Schedule 7.1.

(b) On a semi-annual basis during the Term, the Agreement Coordinators will review the overall Governance Process, so as to potentially enhance the effectiveness of the structure and processes in order to enable the Parties to:

(i) clearly understand their responsibilities under the Agreement;

(ii) work co-operatively together over the Term; and

(iii) have a governance structure that is practical, timely and effective.

The Agreement Coordinators will submit their written recommendations for improvements, if any, to the Governance Process to the Agreement Executives for approval. Once approved, TELUS will prepare within [***] a Change Order which documents the approved improvements.

ARTICLE 8
POLICIES, REGULATIONS AND GUIDELINES

8.1 TELUS Policies and Codes

TELUS shall, in delivering the Services to TI, comply with applicable TELUS written policies and codes listed in Schedule 8.1 and any other written policies and codes made available to TELUS

from time to time by TI that may affect the delivery of the Services to TI. New, additional or amended policies and codes applicable to the delivery of the Services will be subject to the Change Management Procedures.

8.2 Security Policies and Regulations

(a) Without limiting the generality of Section 8.1, each Party and its Representatives and subcontractors will at all times comply with all security policies and regulations applicable to the other Party’s premises, facilities, systems and data, of which such Party is made aware. In the event that any Representative or subcontractor of a Party fails to comply with such policies and regulations, the other Party may prohibit such Representative or subcontractor from using or accessing the applicable premises, facilities, systems or data and, in the case of TELUS Representative or subcontractor, TELUS will immediately remove such individual from the provision of Services pursuant to this Agreement. Further, if in the sole opinion of a Party, any of the Representatives or subcontractors of the other Party are deemed to present a security risk to such Party, such Party may immediately terminate such individual’s access to its premises, facilities, systems and/or data and/or the premises, facilities, systems and/or data of its customers. Notice of such action will be provided to the other Party as soon as reasonably practicable. Any TELUS Representatives removed from the provision of the Services or whose access to TI’s premises, facilities, systems or data or the premises, facilities, systems or data of TI’s customers (including TI’s MITS customers) is terminated pursuant to this Section will be replaced by TELUS with regard to the provision of the Services within three (3) Business Days of such removal or termination.

(b) Subject to applicable Law and except as otherwise set forth in Schedule A or Schedule 4.1, TELUS will conduct, at its own expense, background and security checks for all of TELUS’ Representatives who will be engaged in providing Services under this Agreement and will cause each subcontractor to conduct such checks on those of its employees who will be engaged in providing subcontracted services. The Parties may agree to supplement or modify the requirements of such policies in Schedule A or any other schedule. Prior to allowing a TELUS Representative to commence providing Services, or a subcontractor representative to commence providing subcontracted services, TELUS must have received a confirmed clear background and security check (meaning no criminal convictions and no criminal charges pending) in accordance with this Section for such individual.

ARTICLE 9
OTHER OBLIGATIONS

9.1 Disaster Recovery / Business Continuity

In addition to any additional disaster recovery, crisis management and business continuity plans and procedures that may be set forth in Schedule 4.1 with respect to the Managed IT and Network Services, TELUS shall, for all Services, maintain and comply with reasonable disaster recovery, crisis management and business continuity plans and procedures designed to help ensure that it can continue to provide the Services in accordance with this Agreement in the event of a disaster

or other significant event that might otherwise impact its operations. Upon the written request of TI, TELUS shall (i) disclose TELUS’ disaster recovery, crisis management and business continuity plans and procedures applicable to a Service to TI and (ii) permit TI to participate in testing of such disaster recovery, crisis management and business continuity plans and procedures, in each case so that TI may assess such plans and procedures and develop or modify its own such plans and procedures in connection with the Service as TI reasonably deems necessary.

ARTICLE 10
DISPUTE RESOLUTION

10.1 Dispute Resolution Process

(a) The Parties agree to use good faith efforts to resolve any dispute, controversy or claim relating to or arising from or related to this Agreement including any provision of the Schedules or the TSSA Budget/Actuals (in each case, a “Dispute”), in accordance with the Dispute Resolution Process set forth in this Article 10. In the case of a Dispute in respect of a particular Service, TELUS and TI will first attempt in good faith to resolve such Dispute informally through their Service Coordinators, as set forth in Schedule A or Schedule 4.1. If the Service Coordinators are not able to resolve such Dispute within ten (10) Business Days or such other time period as may be set forth in Schedule A or Schedule 4.1, either Party may commence the formal Dispute Resolution Process under this Article 10.

(b) Either Party may commence the Dispute Resolution Process by informing the Agreement Coordinator of the other Party in writing of the nature of the Dispute with all relevant information (a “Dispute Notice”). The Agreement Coordinators will meet within five (5) Business Days of the receipt of the Dispute Notice to review the information with the objective of resolving the Dispute.

(c) If the Agreement Coordinators are unable to resolve the Dispute within ten (10) Business Days of the meeting referred to in Section 10.1(b) above, either TELUS or TI may refer the matter to the Agreement Executives by written notice to the Agreement Executives in accordance with Schedule 7.1. The Agreement Executives will meet as often as reasonably required and each Party will provide any information reasonably required by the Agreement Executives related to the Dispute, with the objective of resolving the Dispute. If the Agreement Executives are unable to resolve the Dispute within ten (10) Business Days of the referral of the Dispute, or within any other delay as may be agreed between the Parties, either Party may, by written notice to the other Party, refer the Dispute to the TELUS CFO and the TI CEO for resolution.

(d) If the TELUS CFO and the TI CEO are unable to resolve the Dispute within ten (10) Business Days after the Dispute has been referred to them, or within any other delay as may be agreed between the Parties, it shall, subject to Section 10.1(f) below, be resolved by binding arbitration as set out below.

(e) Any Dispute which cannot be settled in accordance with Sections 10.1(a) to 10.1(d) above, shall be exclusively settled in accordance with this Section 10.1(e) to the exclusion of the courts, subject to the exceptions contained at Section 10.1(f).

The Parties shall attempt within ten (10) days of the date of referral to arbitration to agree on a single arbitrator who shall be called to the British Columbia bar and be familiar with commercial law and the IT industry. If the Parties are unable to agree upon an arbitrator, then either Party may apply to the British Columbia International Commercial Arbitration Centre for the appointment of the arbitrator, in accordance with its rules of procedure. The arbitrator shall proceed with the hearing within fifteen (15) days of his/her appointment and shall render a decision within fifteen (15) days after the completion of the hearing. The Parties will apply the procedure rules determined by the arbitrator. The arbitration and the arbitral award shall be held confidential. The seat of arbitration shall be Vancouver, British Columbia and the arbitration shall be conducted in English. The award of the arbitrator shall be final and binding. All the expenses related to the arbitration shall be shared equally by the Parties, unless otherwise decided by the arbitrator.

(f) Notwithstanding any provision contained in this Agreement to the contrary, the Parties agree that the Dispute Resolution Process set forth in this Article 10 shall not apply in circumstances where:

(i) the claimant is seeking a temporary restraining order or other immediate injunctive relief;

(ii) a Third Party has brought a claim in court against one Party, who wishes to implead the other Party in such proceeding, except with the consent of such Third Party; or

(iii) the dispute relates to Claims in respect of Intellectual Property, whether initiated by Third Parties or by a Party.

The Parties further agree that Section 10.1(e) shall not apply in circumstances where this Agreement specifically references arbitration as not being applicable.

(g) The Agreement Coordinators will record and save in a mutually determined location all documentation related to a Dispute (including the final outcome of same) within five (5) Business Days after its final resolution.

10.2 Reliability - Performance Notwithstanding Dispute

provisions of the body of this Agreement or Schedule A or Schedule 4.1, as applicable. For greater certainty, each of the Parties agrees that only the specific item that is the subject of the Dispute shall be subject to the Dispute Resolution Process under this Article 10 (for example, if a portion of an invoice is disputed by TI, only the disputed amount will be subject to the Dispute Resolution Process and TI will be required to pay the non-disputed amount).

ARTICLE 11
INTELLECTUAL PROPERTY

11.1 Pre-existing Intellectual Property

(a) All Intellectual Property Rights and all Proprietary Materials owned by a Party, its licensors or subcontractors as at the Effective Date shall continue to be owned by such Party, its licensors or subcontractors and, except as expressly provided in this Agreement, the other Party shall not acquire any right, title or interest in or to such Intellectual Property Rights or the Proprietary Materials.

(b) TI grants to TELUS (with a right to grant a sublicense to any Affiliate or approved subcontractor of TELUS) a non-exclusive, non-transferable right and royalty-free license during the currency of this Agreement to use any Intellectual Property Rights and the Proprietary Materials of TI to the extent necessary for, and for the sole purpose of, providing the Services and otherwise performing its obligations under this Agreement.

(c) TELUS shall retain ownership of all its property rights on the programs, software, internal procedures, methodologies, including without limitation process documentation and scripts written by TELUS for its internal use.

(d) All right, title and interest in any and all Intellectual Property Rights resulting or based on any Services provided by TELUS to TI hereunder shall be owned exclusively by TELUS.

(e) The Parties agree that title, rights and licences granted under this Agreement are subject to any trademark or copyright owned by a software supplier and that is subject to its terms and conditions. The Parties shall not remove any copyright or other proprietary notices and shall ensure that all such notices are duly reproduced.

11.2 Residual Knowledge

Nothing contained in this Agreement shall restrict either Party from the use of any know-how, concepts, or modifications of concepts, methodologies, processes, technologies, algorithms or techniques relating to the Services which either Party, individually or jointly, develops or discloses under this Agreement, provided that in doing so such Party does not breach its confidentiality obligations specified in this Agreement or infringe the Intellectual Property Rights of the other Party.

ARTICLE 12
AUDIT

12.1 Audits and Inspections

(a) During the Term and for a period of twelve (12) months after the end of the Term, (but not more than once in any calendar year) TELUS will provide TI and any internal or external auditor appointed by TI, upon seven (7) days prior written notice from TI, with reasonable access to all facilities, systems, personnel resources and assets used by TELUS or any subcontractor to provide the Services and to all relevant books and records in order to conduct audits and inspections in order to verify:

(i) TELUS’ calculation of the Fees and other charges payable by TI (including providing access to all raw Data from which such reports are compiled);

(ii) any pass-through expenses charged by TELUS to TI under this Agreement and the Schedules;

(iii) compliance with privacy and protection of Personal Information obligations under this Agreement and the Schedules; and

(iv) the physical, data, and access security arrangements and the quality, accuracy or controls and processes relating to such arrangements.

(b) Subject to applicable confidentiality requirements, TELUS shall, as part of the Services, provide to TI and its auditors any assistance that they may reasonably require in connection with an audit or inspection. TELUS shall use all reasonable efforts to arrange its affairs, relationships and agreements in such a way that TI and its auditors can conduct their activities as permitted by this Section.

(c) Audits and inspections will be conducted at TI’s expense (except for TELUS’ internal time, which shall be at its own cost and expense) unless such audit or inspection reveals a net discrepancy in favour of TI of greater than 5% in respect of amounts that were charged under this Agreement in respect of the time period examined, in which case TELUS shall reimburse TI for all reasonable out-of-pocket costs incurred by it in connection with such audit or inspection, subject to the provision by TI of reasonable supporting documentation.

(d) If the proposed auditor is a Third Party, the auditor shall be required to enter into a non-disclosure agreement in a form to be agreed between the Parties, which shall include at least the same level of non-disclosure obligations as those contained in this Agreement. Without limiting the generality of the foregoing: (i) the form of non-disclosure agreement shall provide that all information obtained through the audit will be considered to be confidential information which cannot be disclosed or used by the auditor for any purpose other than the audit; and (ii) if the proposed auditor is a direct competitor of TELUS, it shall be a requirement that the staff members of the auditor establish a confidentiality screen to the satisfaction of TELUS, acting

reasonably, to prevent the internal disclosure by the audit staff of the auditor to the staff which are carrying on the competitive activity.

(e) No audit or inspection shall relieve TELUS from its obligations to comply with the provisions of this Agreement.

12.2 Compliance

(a) TI will provide TELUS with a copy, which at TI’s option may be a redacted copy, of any report produced in connection with an audit or inspection conducted by TI under this Agreement. TELUS shall respond in writing to any deficiencies noted in the report within thirty (30) days of receipt of the report. If any audit or inspection reveals that TELUS is not in compliance with any provision of this Agreement or any applicable generally accepted accounting principle, TELUS shall promptly bring itself into compliance, and shall complete and communicate in writing to TI for TI’s approval a plan for timely resolution of the deficiencies identified.

(b) If, as a result of any such audit or inspection, it is determined that there have been reporting errors, including both undercharges and overcharges, and the net result of such errors is an amount owing by one Party to the other, then TELUS shall promptly pay to TI, or TI shall promptly pay to TELUS, as applicable, the amount owing. Notwithstanding the foregoing, a Party shall not be obligated to make an adjustment payment to the other Party under this Section unless the net discrepancy is greater than 5% (in which case it will be obligated to make a payment for the entire amount of the discrepancy, not only the excess over such 5% threshold).

ARTICLE 13
INSURANCE

13.1 Insurance

(a) Each Party will, without limiting its liability under this Agreement or its obligations under applicable Laws, at its own expense, obtain and maintain in full force and effect throughout the Term, the following insurance coverage, including coverage for their respective officers, directors and employees:

(i) Commercial General Liability Insurance with a limit of [***] inclusive per occurrence and insuring against claims for bodily injury, personal injury, death, and property damage, including loss of use, arising out of each Party’s respective operations under this Agreement. Such insurance will include:

(A) Contractual liability, including this Agreement;

(B) Products and completed operations liability;

(D) Contingent employer’s liability; and

(E) Cross liability or severability of interests clause.

TI’s commercial general liability policy shall include TELUS and its directors, officers and employees as additional insureds but only with respect to liability arising out of TI’s operations under this Agreement. TELUS’ commercial general liability policy shall include TI and its directors, officers and employees as additional insureds but only with respect to liability arising out of TELUS’ operations under this Agreement.

(ii) Automobile Liability Insurance with a limit of [***] inclusive per occurrence and insuring against claims for bodily injury, including death, and for property damage arising out of the use or operation of each Party’s owned and leased vehicles if such vehicles are used in the performance of this Agreement.

(iii) Technology, Media and Professional Liability Insurance having limits of [***] each claim and in the annual aggregate insuring against claims arising out of any negligent act, error or omission, or any unintentional breach of contract, in rendering or failure to render Services under this Agreement. Such policy shall also insure against claims for (i) the theft, loss or unauthorized disclosure of personally identifiable non-public information and (ii) a security breach that results in the alteration, corruption, destruction, deletion or damage to data; the failure to prevent transmission of malicious code; or a denial of service attack. The policy shall also include coverage for notification costs, defense costs and crisis management, forensic and investigative expenses.

(iv) Workers’ Compensation Insurance in compliance with the Laws and other statutory obligations imposed by the jurisdiction in which the Services are being provided, whether federal, provincial, or state pertaining to the compensation of injured employees assigned to the Services including voluntary compensation.

(v) Employer’s Liability Insurance of [***] when any portion of the Services are provided by employees based in the United States.

(b) All insurance policies required pursuant to this Article 13 will be placed with insurers having an AM Best rating of “[***], or the equivalent, and which are licensed to provide insurance coverage in the jurisdictions in which the Services will be conducted.

(c) The products and completed operations endorsements required by paragraph 13.1(a)(i) and the Technology, Media and Professional Liability Insurance required by paragraph 13.1(a)(iii) shall be maintained on a continuous basis for [***]subsequent to termination of this Agreement.

(d) Each Party shall be responsible and pay for any self-insured retention, deductibles, and exclusions in coverage in the policies they are required to obtain and maintain under this Article 13.

(e) Each Party will deliver to the other Party up-to-date insurance certificates evidencing such required coverage before the commencement of this Agreement and within fifteen (15) days of the renewal of any such policy provided that neither Party has any

obligation to examine such certificates or to advise the other Party in the event its insurance is not in compliance with this Article 13.

(f) Each Party will cause any of their subcontractors or sub-consultants to obtain and maintain reasonable levels and types of insurance coverage that a prudent subcontractor or sub-consultant would obtain and maintain given the nature of services they may provide in connection with this Agreement and including coverage for their respective officers, directors and employees.

(g) Neither the providing of insurance by either Party in accordance with the requirements of this Agreement nor the insolvency, bankruptcy or failure of any insurance company to pay any claim accruing shall be held to waive any of the provisions of this Agreement with respect to the liability of either Party or otherwise. The presence or absence of such insurance coverage as contemplated by this Agreement does not in any way decrease each Party’s liability owed to the other Party.

ARTICLE 14
CONFIDENTIALITY, ACCESS AND SECURITY

14.1 Definitions

(a) “Confidential Information” means all information which can reasonably be considered to be confidential and proprietary, whether transmitted electronically or in written form, relating to the business, operations, processes or technology of the Disclosing Party or any of its Affiliates, which shall include but not be limited to all data, reports, interpretations, financial statements, forecasts and records containing or otherwise reflecting information concerning the Disclosing Party or any of its Affiliates which the Receiving Party or its Representatives may receive from the Disclosing Party in connection with this Agreement, including Proprietary Materials, business and marketing strategies (including pricing policies, cost and profit information, customer information, supplier information), product development plans, information relating to the design of equipment or facilities or products, trade secrets, together with other documents, which contain or otherwise reflect information regarding the Disclosing Party and/or any of its Affiliates. This Agreement and the TSSA Budget/Actuals is part of the Confidential Information, and constitutes joint Confidential Information of both TI and TELUS.

(b) “Disclosing Party” means the Party disclosing the Confidential Information or on behalf of whom Confidential Information is disclosed to the Receiving Party.

(c) “Receiving Party” means the Party receiving Confidential Information and such of its Representatives as may receive Confidential Information on its behalf.

14.2 Exchange of Confidential Information

may be provided otherwise in Article 11 (Ownership of Intellectual Property). The Receiving Party shall at all times maintain the Confidential Information in strict confidence, and shall use and copy the Confidential Information solely to carry out the activities contemplated by this Agreement and shall not otherwise use or copy the Confidential Information for any purpose including achieving any other commercial or financial benefit. In addition, the Receiving Party shall not, subject to Section 14.3 below, publish, disseminate or disclose the Confidential Information to others without the Disclosing Party’s prior written consent. Each Party shall comply with all requirements of applicable Law concerning the protection, security and segregation of Confidential Information.

14.3 Exclusions

The Receiving Party’s obligations under Section 14.2 shall not apply to information which:

(d) is or becomes public knowledge through no fault or omission of, or breach of this Agreement by, the Receiving Party or its Representatives; or

(f) subject to Section 14.5 (Compelled Disclosure) below, is required to be disclosed pursuant to a final judicial or governmental order or other legal process or requirements of any stock exchange or securities regulatory authorities or Law.

14.4 Disclosure to Representatives

The Receiving Party is permitted to disclose the Confidential Information only to such of its Representatives, or in the case of TELUS its subcontractors, who need to know the Confidential Information to carry out the activities contemplated by this Agreement. The Receiving Party hereby specifically covenants and agrees that it shall ensure that its Representatives, and in the case of TELUS its subcontractors, comply with and are bound by the terms and conditions of this Article 14.

14.5 Compelled Disclosure

In the event that a Receiving Party, or anyone to whom a Receiving Party discloses Confidential Information pursuant to this Agreement or otherwise, becomes legally compelled to disclose any Confidential Information of the Disclosing Party, it shall immediately advise the Disclosing Party of that fact. The Receiving Party will then, at the request of the Disclosing Party, exercise commercially reasonable efforts to prohibit the disclosure of the Confidential Information. In the event that both Parties are unable to prevent the disclosure in such aforesaid circumstances of such Confidential Information, the Receiving Party will, or will use commercially reasonable efforts to cause such person to whom the Receiving Party disclosed the Confidential Information, to furnish only that portion of the Confidential Information which the Receiving Party is advised by written opinion of counsel is legally required to be furnished by the Receiving Party to such person and exercise commercially reasonable efforts to obtain assurances that confidential treatment will be afforded to that portion of the Confidential Information so furnished.

14.6 TI Data

(a) Without limiting the generality of Section 14.1, all Data provided by TI to TELUS and all data created by TELUS in connection with the Services, other than TELUS’ back office data (such as TELUS’ human resources, financial and administrative data and correspondence), whether prepared by TELUS, TI or a Third Party in any form (collectively, the “TI Data”) will at all times remain the exclusive property of TI. Except as otherwise expressly approved by TI, TELUS:

(i) shall not use TI Data other than in connection with providing the Services; and

(ii) shall not sell, assign, lease or otherwise commercially exploit TI Data.

(b) Upon TI’s request, at any time, where required by applicable Law or where not required by TELUS to perform its obligations under this Agreement, or upon termination or expiration of this Agreement, TELUS will promptly return to TI, in the format and on the media then existing, all or any part of the TI Data or applicable TI Data, as the case may be, and erase or destroy all or any part of the TI Data, as applicable, in TELUS’ possession or control, in each case to the extent so requested by TI.

14.7 Remedies

The Receiving Party agrees that damages alone may not be a sufficient remedy in the event of breach of the provisions of this Article 14 and that the Disclosing Party shall be entitled to equitable relief, including a restraining order, injunctive relief, specific performance and/or other relief as may be granted by any court to prevent breaches of this Article 14 and to enforce specifically the terms and provisions hereof in any action instituted in any court having subject matter jurisdiction, in addition to any other remedy to which the Disclosing Party may be entitled at Law or in equity in the event of any breach of the provisions hereof. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Article 14 but shall be in addition to all other remedies available at law or in equity.

14.8 Return of Confidential Information

Each Party shall promptly return to the other Party, upon the termination or expiration of this Agreement, or certify as destroyed, all Confidential Information of the other Party in whatever form, including all electronic and magnetic copies and notes thereof, regardless of whether such Confidential Information was furnished by the Disclosing Party, except that:

(a) TI shall not be obligated to return to TELUS any Confidential Information included in Proprietary Materials of TELUS licensed to TI; and

(b) TELUS may, subject to the terms of this Article 14, keep a copy of any Confidential Information that is reasonably required by TELUS to fulfill or demonstrate that it has fulfilled its obligations under this Agreement.

ARTICLE 15
PROTECTION OF PERSONAL INFORMATION

15.1 Definitions

For the purposes of this Article and elsewhere in this Agreement and the TSSA Budget/Actuals:

(a) “Personal Information” means information that:

(i) is about an identifiable individual, including information that either TELUS or TI can associate with, or relate back to, an identifiable individual; and

(ii) is disclosed or transferred by TI to TELUS pursuant to this Agreement or is otherwise collected or compiled by TELUS in the performance of the Services;

(b) “Privacy Laws” means all privacy legislation applicable to TELUS or TI in the course of Processing Personal Information in connection with the Services; and

(c) “Processing” or “Process” means the collection, use, modification, retrieval, disclosure, storage, anonymization, deletion, and management of Personal Information.

15.2 Protection of Personal Information

TELUS agrees that:

(a) in providing the Services, it shall comply with Privacy Laws;

(b) as between TI and TELUS, all Personal Information (excluding any information that has been disclosed by TELUS to TI or a TI Affiliate or subcontractor in the course of obtaining services from TI under an Amended and Restated Master Services Agreement between the Parties dated January 1, 2021) is, and shall remain, the exclusive property of TI as the Data controller;

(c) TELUS as the Services provider will only Process Personal Information for the purposes of rendering the Services in accordance with the Agreement and as otherwise instructed by TI in writing from time to time;

(d) TELUS shall treat all Personal Information as confidential and shall limit access to Personal Information to those Representatives or authorized subcontractors who have a need to access such information in order to deliver the Services;

(e) TELUS shall advise its Representatives receiving Personal Information of the obligations of TELUS respecting confidentiality that are contained in this Article 15 and in Article 14 (Confidential Information);

(f) except as may be otherwise expressly provided for in the body of this Agreement or the Schedules, TELUS shall not disclose or transfer Personal Information and shall implement the obligations respecting confidentiality [***] contained in this Agreement, the Schedules or under applicable Laws that are intended to prevent TELUS Representatives or subcontractors from disclosing or transferring any Personal Information, to any third party, including any agent or subcontractor of TELUS, unless:

(i) TI has consented in writing to such disclosure or transfer, which consent TI may withhold in its absolute discretion; and

(ii) TELUS has obtained the written agreement of the third party to comply with all of the terms of this Article 15 with respect to Personal Information disclosed or transferred to it or otherwise collected or compiled by it;

(g) TELUS shall take all agreed steps to implement [***], including measures required under applicable Privacy Laws, to [***] Personal Information against [***], including in the event of a disruption, disaster or failure of TELUS’ primary systems or operational controls;

(h) TELUS shall establish, implement, maintain and fully comply with privacy policies (including privacy breach response) and practices designed to protect Personal Information from unauthorized access, use or disclosure or processing more generally, which will be specific to TELUS locations and operations;

(i) TELUS shall permit Representatives of TI to review the privacy policies and documented practices of TELUS at any time during the Term, including the training of relevant personnel, as those policies and documented practices relate to Personal Information, and to request TELUS to make any changes, in accordance with the Change Management Procedures, that TI, acting reasonably, considers necessary in order to ensure compliance with TI privacy and [***] policies;

(j) TELUS shall establish, implement, maintain and comply with the [***] to protect [***] of Personal Information, including those [***] set out elsewhere in this Agreement or the Schedules, which the Parties agree are adequate;

(k) TELUS shall permit Representatives of TI to review [***] and to request TELUS, in accordance with the Change Management Procedures, to implement [***] as TI, acting reasonably, considers necessary in order to ensure compliance with [***];

(l) unless otherwise agreed by the Parties in writing, TELUS shall not transfer or otherwise Process any Personal Information, either physically or electronically outside of the TELUS location(s) from which the Services are delivered, and shall implement the obligations respecting confidentiality or [***] contained in this Agreement, the Schedules or under applicable Laws that are intended to prevent TELUS Representatives or subcontractors from accessing Personal Information from outside of, the TELUS location(s) from which the Services are delivered and pursuant to which Services the Personal Information is being disclosed or accessed;

(m) TELUS shall immediately forward to the TI Privacy Office: (i) any inquiry by any individual relating to, among other things, access to, or the amendment of, any Personal Information, or (ii) any complaint received by TELUS relating to the Processing of Personal Information, and TELUS shall promptly comply and fully cooperate with all instructions of TI, as it may reasonably require, in responding to such inquiry or complaints;

(n) unless expressly prohibited by Law, TELUS shall immediately notify TI of any inquiries, complaints, or notices of investigation or non-compliance received from any Canadian or foreign Governmental Authorities related to the Processing of Personal Information, and it shall promptly comply and fully cooperate with all instructions of TI, as it may reasonably require, in responding to such enquiries, complaints or notices, and any action taken in connection therewith;

(o) if TELUS is required or becomes compelled by a law or a judicial, regulator or administrative order to disclose any Personal Information, TELUS shall, unless expressly prohibited by Law, promptly (and in any event before complying with any such requirement) notify TI in writing and shall comply and fully cooperate with all instructions of TI with respect to all related , including taking legally available steps to resist or limit the disclosure and to maintain confidentiality by the court or regulatory or administrative body;

(p) if TELUS becomes aware of, or has reason to suspect, a security breach related to Personal Information, any unauthorized access to, or Processing of, any Personal

Information, or a breach of any of its obligations in this Article 15, TELUS shall immediately notify TI and TI’s Privacy Officer in writing, take all reasonable measures to rectify such breach and prevent any further breaches, and comply with all reasonable instructions of TI in investigating and remedying the breach and, upon request by TI, provide commercially reasonable assistance, including records or information, to enable TI to comply with obligations imposed on TI by applicable Law; and

(q) upon the expiry or termination of this Agreement, or upon request of TI, TELUS shall cease any and all use of Personal Information and shall, at the written request of TI, either securely return all Personal Information to TI, including any copies in every media, or securely and permanently destroy it using appropriate means and certify in writing such return/destruction within a timeframe requested by TI, acting reasonably. In the event applicable Law does not permit TELUS to comply with the return or destruction of the Personal Information, TELUS warrants that it shall ensure the strict confidentiality of the Personal Information and that it shall not Process any Personal Information by or on behalf of TI, or otherwise, after termination of the Agreement.

15.3 No Conflict

TELUS agrees that its obligations under this Article 15 are in addition to, and not in substitution for, any other obligations respecting confidentiality or security that may be contained in this Agreement.

ARTICLE 16
TERMINATION

16.1 Termination for Convenience

(a) Unless otherwise agreed by the Parties and subject to any conditions in Schedule A, each Service other than a Managed IT and Network Service may be terminated in accordance with its respective provisions as set out in Schedule A, or, if there are no termination provisions in Schedule A for a particular Service, then that Service can be terminated by either Party upon giving six (6) months prior written notice to the other Party (the “Basic Termination Notice Period”).

(b) Unless otherwise agreed by the Parties, TI may terminate a Managed IT and Network Service in accordance with the applicable termination provision set out in Schedule 4.1 or, if there is no termination provision set out in Schedule 4.1 for such Service, then TI may terminate that Service upon giving six (6) months prior written notice to TELUS.

(c) The Parties also acknowledge and agree that each Service may be terminated in whole or in part under this Section 16.1 without requiring termination of this Agreement or the remainder of the Services.

16.2 Termination for Cause

Either Party may terminate this Agreement, or any one or more of the Services by providing written notice to the other Party, if the other Party is in material breach of its obligations under this Agreement or under the provisions of Schedule A or Schedule 4.1 relating to such Service(s), and the Party in breach fails to cure such material breach within:

(a) thirty (30) days after receipt of written notice from the other Party describing the breach in reasonable detail; or

(b) if the breach cannot reasonably be cured within thirty (30) days, within such reasonable additional time period as may be agreed by the non-breaching Party, provided that the Party in breach is exercising good faith and all commercially reasonable efforts to cure such breach.

Without restricting the ability of a Party to make a claim of material breach, a breach of any of the following will be deemed to a material breach of this Agreement: (i) applicable Law, (ii) the confidentiality provisions set forth in Article 14; (iii) the privacy and security provisions set forth in Article 15; and (iv) the assignment provisions set forth in Section 20.1. For greater certainty, a failure by TI to pay the Fees or other charges hereunder for any Services rendered shall not constitute a material breach.

16.3 Termination for Insolvency

Either Party can terminate this Agreement with immediate effect if the other Party makes a general assignment for the benefit of creditors or a proposal or arrangement under any applicable bankruptcy or insolvency legislation (or gives notice of its intent to make a proposal), if a petition is filed against the other Party under any applicable bankruptcy or insolvency legislation, and the other Party is not disputing such petition diligently and in good faith within ten (10) days of such petition being received, if the other Party shall be declared or adjudicated insolvent or bankrupt, if a liquidator, trustee in bankruptcy, custodian, receiver, receiver and manager or any other officer with similar powers shall be appointed of or for the other Party or if the other Party shall propose a compromise or arrangement or institute proceedings to be adjudged bankrupt or insolvent or consents to the institution of such appointment or proceedings or admits in writing inability to pay debts generally as they become due.

16.4 Termination for [***]

If at any time there is a proposed [***], which is not approved in advance by TELUS, TELUS may terminate this Agreement and all or any of the Services upon [***] prior written notice to TI, without penalty.

16.5 Orderly Termination

(a) In the event of the termination of a Service for any reason whatsoever (other than a termination by TI pursuant to Section 16.1(a)), TELUS shall as soon as possible and in any event within thirty (30) days of the termination date, prepare with TI a termination assistance plan and provide the termination assistance services specified therein for

such period as TI may reasonably require, up to a maximum equal to, for each Service, the applicable transition assistance period as set out in Schedule A or Schedule 4.1 or , if no transition assistance period is specified in Schedule A or Schedule 4.1, the applicable termination notice period as set out in Schedule A or Schedule 4.1 or, if no termination notice period is set out Schedule A or Schedule 4.1, the applicable notice periods set out in Sections 16.1(a) or 16.1(b), respectively.

(b) The Parties agree that during the termination assistance period:

(i) TELUS shall continue to provide the Services and TI shall continue to pay the Fees for such Services (provided that, where the termination is as a result of a default by TI, TELUS may, by written notice to TI, require payment in advance for any Services to be rendered); and

(ii) there will be no additional charges invoiced for the termination assistance services where such termination assistance services can be provided using then-current resources.

Notwithstanding the foregoing, if any Changes are required to implement the termination assistance services, such Changes shall be subject to the Change Management Procedures.

(c) The Parties agree that the termination assistance plan shall include all services necessary for the transition of the applicable Services from TELUS to TI or to any Third Party service provider, as directed by TI. TELUS shall cooperate in good faith with TI and any replacement service provider so as to ensure a smooth transition, without interruption of or adverse impact to the Services. In order to ensure a smooth transition, the Parties shall each name a project manager for the implementation of the termination assistance plan who shall, in the event of any termination of this Agreement as a whole, or of the termination of more than one Service, or if the scope of the termination services otherwise reasonably warrants (as mutually agreed between the Parties), be entirely dedicated to the implementation of the termination assistance plan during the time period thereof.

16.6 Effect of Termination

(a) If TI terminates a Service (other than pursuant to Section 16.2 or Section 16.3) without providing TELUS with the minimum prior written notice required by Schedule A or Schedule 4.1 or Section 16.1, then TI shall be liable to reimburse to TELUS all reasonable out-of-pocket costs suffered by TELUS as a result of such termination, based on obligations undertaken by TELUS solely or primarily for the benefit of TI in connection with the terminated Service (including costs associated with the early termination of dedicated sublicenses, subcontracts and employees), upon delivery by TELUS to TI of reasonable documentation evidencing such costs.

(b) Termination of this Agreement or any Service, however and whenever occurring, shall not prejudice or affect any right of action or remedy that has accrued to either Party up to and including the date of such termination.

(c) Upon the expiration or any termination of this Agreement and unless otherwise provided in any applicable termination assistance plan, without limiting the generality of Section 14.8, TELUS shall return to TI, within thirty (30) days of such expiration or termination, all tapes, documentation, forms and other property of TI in the possession or control of TELUS or its subcontractors as well as any other information and material relating thereto or relating to TI or its business.

ARTICLE 17
WARRANTIES

17.1 Disclaimer

(a) EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, THERE ARE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF EITHER PARTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR RESULTS TO BE DERIVED FROM THE USE OF ANY HARDWARE, SOFTWARE OR OTHER ITEMS OR FACILITIES PROVIDED UNDER OR IN CONNECTION WITH THE SERVICES PROVIDED UNDER THIS AGREEMENT.

(b) Subject to the obligations of TELUS contained in this Agreement and Schedule 4.1, TELUS does not assure uninterrupted or error-free operation of the Managed IT and Network Services.

ARTICLE 18
INDEMNITIES

18.1 General Indemnification

Subject to Article 19, each Party (an “Indemnitor”) will indemnify, defend and hold harmless the TELUS Indemnified Parties or the TI Indemnified Parties, as applicable, (each, an “Indemnitee”) from any and all Losses, arising out of, under, or in connection with any claim, demand, charge, action, cause of action, or other proceeding resulting from:

(a) an act or omission of the Indemnitor in its capacity as an employer of a person and arising out of or relating to (i) Laws relating to the employment standards or labour relations of any employees; (ii) Laws for the protection of persons who are members of a protected class or category of persons, (iii) sexual discrimination or harassment, (iv) work related injury or death, and (v) any other aspect of the employment relationship or its termination (including claims for notice, pay in lieu of notice, severance or for breach of an express or implied contract of employment) and which, in all such cases, arose when the person asserting the claim, demand, charge, action, cause of action or other proceeding was or purported to be an employee of the Indemnitor, except to the extent an obligation with respect thereto has been assumed in writing by the Indemnitee;

(b) Claims made against the Indemnitee by reason of physical injury or death to any Person or physical damage to or loss of tangible property caused by the negligent acts or omissions of the Indemnitor or otherwise due to the Indemnitor’s fault, including breach of the Agreement; and

18.2 Additional Indemnification by TI

Subject to Article 19, TI agrees to indemnify, defend and hold harmless the TELUS Indemnified Parties from any and all Losses suffered by TELUS as a result of, arising out of, under, or in connection with any claim, demand, charge, action, cause of action or other proceeding by Third Parties against TELUS relating to the delivery or provision of Services by TELUS to TI, unless caused by TELUS’ gross negligence, bad faith, willful misconduct, or breach of this Agreement.

18.3 Indemnification Procedures

The Indemnitor’s obligation to defend, indemnify and hold harmless the Indemnitee, as applicable, pursuant to this Article 18 will be subject to Indemnitee having given the Indemnitor prompt written notice of the claim or of the commencement of the related action, as the case may be, and information and reasonable assistance, at the Indemnitor’s expense, for the defence or settlement thereof, provided however that failure to give prompt notice will not compromise the Indemnitor’s obligations hereunder except to the extent such failure materially prejudices the Indemnitor’s ability to defend or settle the claim. The Indemnitor will have sole control of the defence and settlement of such claim or related action, provided that the Indemnitor will not settle such claim or related action in a manner which imposes any obligation on the Indemnitee, or involves a remedy other than the payment of money, without the prior written consent of the Indemnitee (which consent will not be unreasonably withheld). The Indemnitee will be entitled to engage counsel at its sole expense to consult with the Indemnitor with respect to the defence of the claim and related action.

ARTICLE 19
LIMITATION OF LIABILITY

19.1 Exclusion of Liability

Except as otherwise provided in this Section 19.1, but subject to the limitation of liability set forth in Section 19.2, a Party and its Affiliates and their respective Representatives will have no liability to the other Party and its Indemnitees for consequential, indirect (provided that the foregoing shall not exclude damages resulting from Third Party Claims), incidental, special, punitive damages, losses or expenses regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise in connection with any matter relating to, or arising under, the Services, this Agreement or any Schedule, even if it has been advised of their possible existence. The exclusion contained in the immediate preceding sentence of this Section 19.1 shall not apply in the case of Losses resulting from: (i) claims under Section 18.1; (ii) any breach of the confidentiality provisions set forth in Section 14.2; or (iii) any breach of the privacy provisions set forth in Article 15 or in the Schedules involving the Personal Information of one or more TI employees.

19.2 Limitation of Liability

Notwithstanding any other provision of this Agreement:

(a) TELUS shall have no liability to TI (subject to TI’s termination rights pursuant to Section 16.2, if and to the extent applicable) for any failure to meet the Performance Standards, except in the case of Losses resulting from (i) bad faith, willful misconduct or gross negligence by TELUS, (ii) tangible or real property loss or damage; (iii) personal injury, including death; (iv) any breach of the confidentiality provisions set forth in Section 14.2; (v) claims under Section 18.1; or (vi) any breach of the privacy provisions set forth in Article 15 or in the Schedules involving the Personal Information of one or more TI employees; and

(b) TELUS’ liability to TI for any failure to meet the Performance Standards due to bad faith, willful misconduct or gross negligence by TELUS in the performance of the Services shall not exceed [***] for the Services in respect of which TELUS failed to meet the Performance Standards.

19.3 Force Majeure

(a) Each Party will be excused from default or delay in the performance of its obligations under this Agreement (other than any payment obligation and disaster recovery/business continuity obligations) if and to the extent that such default or delay is caused by an act of God or any other cause beyond its reasonable control, including fires, riots, acts of war, strikes, acts or orders of government, acts of terrorism, accident, explosion, flood, storm and acts of Third Party providers which are not subcontractors, provided such default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing Party through the use of commercially reasonable efforts, including obtaining at its cost, reasonable alternative sources for performing the Services, work around plans or other means (an “Event of Force Majeure”). In the event either Party anticipates an Event of Force Majeure arising, it will promptly notify the other Party.

(b) Upon the occurrence of an Event of Force Majeure, the non-performing Party will be excused from performance for as long as such circumstances prevail and will, as soon as practicable, notify the other by telephone (to be confirmed promptly in writing) of any actual or anticipated delay and describe in reasonable detail the circumstances causing the delay, the expected duration and the steps being taken to circumvent or recover from such Event of Force Majeure. The non-performing Party shall provide frequent updates and otherwise use reasonable efforts to keep the other Party fully informed. In the event of any partial performance of Services, or performance of Services where the Performance Standards are not met as a result of the Event of Force Majeure, the Fees otherwise payable for the affected Service(s) will be adjusted, for the duration of the Event of Force Majeure, on an equitable basis taking into account, among other things, the portion or duration of the Services performed.

(c) If any Event of Force Majeure affecting TELUS substantially prevents, hinders, or delays performance of any Service for more than (i) twelve (12) hours in the case of

the Managed IT and Network Services or (ii) thirty (30) days in the case of any other Service, then in either case at TI’s option, TI may terminate or, at its option, suspend the affected Service by written notice to TELUS and procure such Service from an alternate source. Where TI has suspended a Service under this Section, once the Event of Force Majeure has ended, the Parties will repatriate the suspended Service to TELUS’ as soon as reasonably practicable, in accordance with an agreed upon transition plan. Where TI has terminated a Service under this Section, once the Event of Force Majeure has ended, any re-instatement of the terminated Service shall be dealt with pursuant to the provisions of Section 4.6 and treated as a New Service.

ARTICLE 20
GENERAL

20.1 Assignment

Except as otherwise provided in this Agreement, the rights and obligations of each Party under this Agreement are personal and may not be assigned, in whole or in part, without the prior written consent of the other Party. Notwithstanding the foregoing, (i) TELUS may assign this Agreement to an Affiliate without the prior written consent of TI and (ii) TELUS may assign its rights to accounts receivable under this Agreement to a bona fide lender by way of security without the prior written consent of TI. For the purposes of this Section 20.1, a [***] of TI which is not approved in advance by TELUS will be deemed to be an assignment. Any attempted assignment in violation of this Section 20.1 shall be null and void.

20.2 Subcontracting

(a) TELUS shall be entitled to subcontract any portion of the Services without the prior written consent of TI.

(b) TELUS shall be responsible for, and shall ensure compliance by, its subcontractors with all applicable terms and conditions of this Agreement including the Schedules. TELUS shall not be relieved or released in any manner from its duties, liabilities or obligations under this Agreement and shall be and remain liable under this Agreement to the same extent as if TELUS had performed the applicable Services itself.

(c) Each subcontractor agreement shall be executed in TELUS’ name, as an independent contractor and not as agent for TI. All such subcontractor agreements must: (i) be subject to termination by TELUS without cause or penalty, upon notice to the subcontractor; (ii) require the subcontractor to comply with all TELUS obligations set out in this Agreement, including with respect to confidentiality, privacy, security and safety.

20.3 Relationship of Parties

contracting for services. TELUS shall have sole responsibility for the supervision, daily direction and control, payment of salary (including withholding of income taxes and source deductions), workers’ compensation, disability benefits and the like of its employees with respect to the performance of the Services rendered pursuant to this Agreement. This Agreement is entered into solely by and between, and may be enforced only by, TELUS and TI, and this Agreement will not be deemed to create any rights in Third Parties, including employees, suppliers, clients or Affiliates of a Party, or to create obligations of a Party directly to any such Third Parties.

20.4 No Advertising

Except as otherwise provided in any intellectual property license between the Parties or their Affiliates, no Party shall use the name of any other Party in any advertising, promotional materials or publicity releases without securing the prior written approval of the Party whose name is to be used, provided that the foregoing shall not prohibit internal announcements by a Party within its own organization and that of its Affiliates. However, either Party may include the other Party’s name and a factual description of the work performed under this Agreement whenever required for legal, accounting or regulatory purposes.

20.5 Governing Law

This Agreement shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein and, subject to the provisions of Section 10.1(e), the Parties consent to the jurisdiction of the courts of the Province of British Columbia, in the city of Vancouver with respect to any litigation arising in connection with this Agreement.

20.6 Notice

If to TELUS:	TELUS COMMUNICATIONS INC.
	7th Floor, 510 West Georgia Street
	Vancouver, British Columbia
	V6B 0M3

	Attention:	Finance Director (Shared Services)

With a copy to :	TELUS COMMUNICATIONS INC.
	25 York Street, Floor 20
	Toronto, Ontario
	M5J 2V5

	Attention:	Chief Legal & Governance Officer

If to TI:	TELUS INTERNATIONAL (CDA) INC.
	7th Floor, 510 West Georgia Street

	Vancouver, British Columbia
	V6B 0M3

	Attention:	TELUS International Legal Services (c/o Finance Director)

With a copy to:

legal@telusinternational.com

With the general intent to enable TI to have appropriate response time to any notices provided by Transferred MITS Customers, TELUS hereby expressly agrees that all notice period requirements respectively set out in the contracts with the Transferred MITS Customers shall be computed in order to provide TI with adequate time to respond to Transferred MITS Customers in accordance with notification requirements under the contracts with the Transferred MITS Customers, or to enable TI to properly administer the processing of notices received from the Transferred MITS Customers prior to informing TELUS of the same hereunder.

20.7 Waiver

The failure of any Party at any time to require performance by the other Party of any provision of this Agreement shall not affect in any way the full right to require such performance at any subsequent time; nor shall a waiver by any Party of a breach of any provision of this Agreement be taken or held to be a waiver of the provision itself.

20.8 Severability

If any provision of this Agreement is held invalid or unenforceable for any reason, such invalidity shall not affect the validity of the remaining provisions of this Agreement, and the Parties shall substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision.

20.9 Cumulative Remedies

Except as expressly provided in this Agreement to the contrary, the exercise or obtaining of any right, remedy or relief by a Party in connection with this Agreement including the exercise of a right of termination shall be without prejudice to any other right, remedy or relief vested in or to which such Party may be entitled at Law, in equity or under this Agreement.

20.10 Survival

The applicable provisions of Article 11, Article 14, Article 15 and Article 18, and Sections 19.1, 19.2, and 20.10 shall survive termination or expiration of this Agreement together with such other provisions of this Agreement which expressly or by their nature survive termination or expiration.

20.11 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter thereof and supersedes all prior negotiations and representations, whether written or oral, relating to its subject matter. No amendment, modification, waiver or discharge of this Agreement shall be binding unless executed in writing by an authorized signatory of the Party to be bound thereby. The Bluebook SSA is replaced by this Agreement and the Poplar SSA is hereby terminated and of no further force or effect.

20.12 Counterparts

This Agreement may be executed by the Parties in separate counterparts, including counterparts by electronic transmission, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

20.14 Further Assurances

The Parties agree to co-operate with and assist each other and take such action as may be reasonably necessary to implement and carry into effect this Agreement to its full intent.

IN WITNESS HEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers as of the day and year first written above.

TELUS COMMUNICATIONS INC.			TELUS INTERNATIONAL (CDA) INC.

By:			By:

SCHEDULE A
SERVICES

SCHEDULE 4.1
MANAGED IT AND NETWORK SERVICES

SCHEDULE 6.4
MONTHLY CHARGES FORM

SCHEDULE 7.1
GOVERNANCE

EXHIBIT 7.1.1
COMMITTEES

SCHEDULE 8.1
TELUS POLICIES AND CODES

Exhibit 10.3

EXECUTION COPY

Agreement# MA-2018-0574

AMENDED AND RESTATED MASTER RESELLER AGREEMENT

THIS AGREEMENT is made effective as of the 1st day of January, 2021 (the “Effective Date”);

BETWEEN:

TELUS COMMUNICATIONS INC., a corporation existing under the laws of British Columbia having its registered address at: 7th Floor, 510 West Georgia Str., Vancouver V6B 0M3 (“TELUS”)

And

TELUS INTERNATIONAL (CDA) INC., a corporation existing under the laws of British Columbia, Canada, having its registered address at: 7th Floor, 510 West Georgia Str., Vancouver V6B 0M3 (the “Supplier”)

WHEREAS:

A. the Parties entered into the Original Master Reseller Agreement dated January 1st, 2019;

B. the Parties intend to continue to closely cooperate in order to promote and market the deliverables to be resold under this Agreement with the view to offer Customers the most competitive and responsive solutions by leveraging each Party’s knowledge and expertise in the market;

C. the Parties wish to amend and restate the Original Master Reseller Agreement as of the Effective Date set forth herein;

B. TELUS wish to obtain, from time to time, from Supplier certain services, products, software, and such other services and functionality as may be contemplated herein, to be provided to Customers (as defined herein) of TELUS; and

C. the Parties acknowledge that TELUS has no obligation to order or otherwise purchase any services unless and until TELUS delivers a purchase order, or similar other form documentation, to the Supplier pursuant to this Agreement.

NOW THEREFORE in consideration of the mutual covenants and agreements herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Amended and Restated Master Reseller Services Agreement — TI CDA & TCI

CONFIDENTIAL

Section 1 - DEFINITIONS AND INTERPRETATION

1.1 Definitions. In this Agreement, the following capitalized terms and expressions have the following meanings:

“Acceptance” means acceptance of the Deliverables by TELUS in accordance with the applicable Statement of Work.

“Acceptance Criteria” has the meaning set out in the applicable Statement of Work.

“Affiliate” means, with respect to any Person, any Person Controlling, Controlled by or under common Control with such other Person. Notwithstanding the foregoing: (i) in the case of TELUS, Affiliates of TELUS will exclude the Supplier Group; and (ii) in the case of Supplier, Affiliates of Supplier will be limited to the Supplier Group.

“Agreement” means this master agreement for the resale of support services, including all Statements of Work delivered and accepted by TELUS hereunder, and all Purchase Orders delivered and accepted hereunder, and all amendments, additions or modifications to such documents made in accordance with this Agreement.

“Applicable Laws” means all applicable federal, provincial, state, municipal and local laws, statutes, by-laws, rules, orders (including court orders), decrees, ordinances, regulations and codes in effect from time to time and made or issued by governmental, legislative, administrative or regulatory authorities or agencies.

“Benefits” has the meaning set out in Section 8.7 of this Agreement.

“Business Day” means any day except Saturday, Sunday or a designated holiday specified in Schedule “B” to this Agreement.

“Change” means a modification of or to the Deliverables or Service Levels.

“Change Order” has the meaning set forth in Section 5.7.

“Change Order Request” has the meaning set out in Section 5.7 of this Agreement.

“Claim” means any actual, threatened or alleged claim, action, suit, proceeding, or demand of any nature whatsoever.

“Contract Year” means, in the case of the first Contract Year, the period starting on the Effective Date and ending on December 31 of the same calendar year, and with respect to each subsequent Contract Year, the period from January 1 to December 31.

“Control” and its derivatives mean, with regard to any Person that is not an individual, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interests, by contract or otherwise.

“Customer” means a third party who purchases the Deliverables, or intends to purchase the Deliverables, from TELUS, whether as a stand-alone service or as a component of a broader service provided by or on behalf of TELUS.

“Deficiency” means failure of a Service, in TELUS’ opinion, to comply with the Service Requirements.

“Deliverables” means the Services, Product and Work Products, or any items or materials to be produced, created, provided or delivered to TELUS for resale purposes under the terms of this Agreement, including, without limitation, all equipment, material, goods, licenses, rights, tangibles, intangibles, and other deliverables of any kind or nature.

“Disabling Code” means any clock, timer, counter, software lock, or other limiting or disabling code, design or routine that is intended to cause a software Deliverable to be made inoperable or otherwise rendered incapable of performing in accordance with the Service Requirements or that otherwise limits or restricts any Customer’s (or TELUS’) ability to use the software Deliverable as contemplated in this Agreement.

“Disclosing Party” has the meaning set out in Section 17.1 of this Agreement.

“Effective Date” has the meaning set out in the first line of this Agreement.

“Force Majeure” means any occurrence beyond the reasonable control of a Party which cannot be avoided through reasonable contingency planning by such Party, including acts of God, fires, floods, earthquakes, explosions, riots, war, terrorism, sabotage, pandemic, nuclear incidents, lockouts, strikes or other organized labour disruption, provided that lack of finances will in no event be deemed to be such an occurrence.

“Gross Negligence” means conduct that demonstrates a very marked departure from a reasonable standard of care.

“Infringement” means the infringement or violation of any patent, copyright, trade secret, trade name, trade-mark, or other proprietary right of any third party, or the violation of any Applicable Laws or any contracts with third parties, by the Deliverables, including the provision of the Services to Customers or TELUS End-Users and/or use thereof by TELUS or any Customer or TELUS End-User as contemplated in this Agreement.

“Initial Term” has the meaning set out in Section 3.1.

“Key Delivery Dates” has the meaning set out in a Statement of Work.

“Key Personnel” has the meaning set out in Section 14.1 of this Agreement.

“Launch Date” means the day on or after the target launch date identified in a Statement of Work, or Purchase Order, by which the Deliverables are accepted and are made available to be provided to Customer(s) in accordance with all applicable Service Requirements.

“Losses” means: (i) any and all damages, fines, penalties, losses, payments, credits paid, liabilities (including settlements, judgments and orders), costs, and expenses, including interest, court costs, professional fees and expenses (including legal fees on a solicitor and his/her own client basis); or (ii) any Claim relating to or for anything specified in (i) and all costs incurred in investigating, mitigating or pursuing any of (i) and (ii).

“MSA” means the Master Services Agreement entered into by the Parties and dated April 1, 2016, as the same may have been amended from time to time.

“Original Master Reseller Agreement” means the Master Reseller Agreement entered into by the Parties and dated effective January 1st, 2019.

“Parties” means TELUS and the Supplier.

“Party” means TELUS or the Supplier.

“Personal Information” has the meaning set out in Section 18.1 of this Agreement.

“Person” means any individual, corporation, partnership, Governmental Authority, association or unincorporated organization.

“Products” means the products or equipment identified in an SOW or Service Schedule and, if applicable, related Software.

“Purchase Order” means the document to be used by TELUS to order Deliverables from the Supplier pursuant to the applicable Statement of Work and containing a description of such Deliverables.

“Rate Card” means the rate card set out in Schedule “C” attached hereto.

“Receiving Party” has the meaning set out in Section 17.1 of this Agreement.

“Representatives” means the directors, officers, employees, contractors, subcontractors and agents of a Party (or of its Affiliates, as the context requires).

“Schedules” has the meaning set out in Section 2.1 of this Agreement.

“Services” means the services, including professional services, described in a SOW or Service Schedule and incorporated into this Agreement to be provided by Supplier to Customers together with the provision of all documentation provided by or otherwise required of the Supplier for any of such services it provides.

“Service Level” has the meaning set out in the SLA or if there is no SLA, in the applicable Statement of Work.

“Service Level Agreement” or “SLA” has the meaning set out in Section 6.1 of this Agreement.

“Service Level Credit” has the meaning set out in the SLA.

“Service Requirements” means, with respect to the Deliverables, requirements, quality standards, performance requirements and security specifications set out in the documentation provided by or otherwise required of the Supplier for any of such services it provides and the Supplier’s other published documentation (including all brochures, literature and other documentation relating to the Deliverables published by Supplier and provided by the Supplier to TELUS) together with all requirements set out in any applicable Statement of Work, and all other written requirements provided by TELUS to the Supplier.

“Service Schedule” any service schedule attached to this Agreement as part of Schedule F hereto. For greater certainty, any reference to “services” under any attached Service Schedule shall be considered “Services” under this Agreement.

“SMC” means the Strategic Management Committee instituted pursuant to the MSA.

“Software Virus” means any virus, worm, program or subroutine that is intended to cause interference with the efficient operation of a software Deliverable, with any other software or hardware which may be used in conjunction with the software Deliverable, or with any TELUS Data.

“Statement of Work” or “SOW” means any statement of work executed by both Parties, from time to time, setting specific details of the Deliverables to be provided for or on behalf of a particular Customer by the Supplier to TELUS pursuant to this Agreement, and any amendments thereto.

“Supplier Group” means Supplier and all Persons Controlled by the Supplier.

“Supplier’s Pre-existing Technology” means all systems, computer programs and specifications, data and other materials owned by or in the possession of the Supplier prior to the execution of this Agreement and used by the Supplier in conjunction with the provision of the Deliverables under this Agreement.

“Taxes” means any and all applicable national, federal, provincial, state, municipal, local or other governmental authority taxes including all sales, use, excise, personal property, utility, goods, services, value-added, gross receipts, and services taxes, now in force or enacted in the future with respect to the supply of the Services provided by the Supplier under this Agreement, provided however, that in no event shall Taxes include taxes on net income or capital.

“TELUS Data” means any TELUS or Customer Confidential Information, Personal Information or other information provided to or accessible by the Supplier when providing the Deliverables, including the data of TELUS End-Users (including TELUS End User Data) and of third parties.

“TELUS End User(s)” means an individual end user(s) of the Deliverables who is an employee, agent or subcontractor of a Customer or of TELUS.

“TELUS End User Data” means any data related to TELUS End Users whether personally identifiable to such TELUS End User or not, regardless of type, amount or nature or information or the means by which it is obtained.

“Termination Assistance Services” has the meaning set out in Section 29.4 of this Agreement.

“Withholding Tax” means any amounts which TELUS is required, under Applicable Laws, to withhold from payments made under this Agreement, and to remit to the appropriate national, federal, provincial, state, municipal, local or other governmental authority, as applicable.

“Work Product” means the documentation, reports, software (including the ideas and concepts contained therein and physical embodiments including “object code”, “source code” and related user documentation), brochures, manuals, concepts, designs, methods, processes, formulae, data, specialized know-how, improvements, innovations, trade secrets and specialized techniques, developed, prepared or produced by the Supplier or its Representatives, in connection with the provision of the Deliverables under this Agreement.

1.2 Amendment and Restatement. This Agreement amends and restates, in its entirety, and replaces the Original Master Reseller Agreement as of the Effective Date stated herein. This Agreement is not intended to, and does not, novate the Original Master Reseller Agreement and the Parties reaffirm that all rights or obligations under the Original Master Reseller Agreement (including any Statement of Work, Purchase Order or Service Schedule thereunder) remain in full force and effect and continue under this Agreement, unless otherwise amended herein. The Parties acknowledge and agree that the execution and delivery of this Agreement does not constitute a default under the provisions of the Original Master Reseller Agreement.

Section 2 - SCHEDULES

2.1 This Agreement includes the following schedules (collectively, the “Schedules”):

SCHEDULE “A” — STATEMENT OF WORK

SCHEDULE “B” — HOLIDAY SCHEDULE

SCHEDULE “C” — RATE CARD

SCHEDULE “D” — TAX INFORMATION SCHEDULE

SCHEDULE “E” — OMITTED INTENTIOANLLY

SCHEDULE “F” — SERVICE SCHEDULES

Section 3 - TERM

3.1 This Agreement is effective as of the Effective Date and, unless terminated earlier as provided in this Agreement, will continue until December 31, 2025 (the “Initial Term”). Thereafter, this Agreement will automatically be extended for consecutive one (1) year terms, unless otherwise terminated as provided in this Agreement, or unless either Party gives notice to the other Party of its intention to terminate the Agreement on an annual anniversary of the Effective Date, which notice must be given at least ninety (90) calendar days prior to such anniversary of the Effective Date.

Section 4 - OMITTED INTENTIONALLY

Section 5 - PROVISION OF SERVICES

5.1 Appointment: TELUS is hereby appointed as a reseller of the Supplier and is granted a personal, nontransferable, nonexclusive right to: (a) resell the Deliverables to Customers for the Customer’s internal use (and not for resale), unless otherwise authorized by the Supplier in this Agreement or otherwise, in accordance with the applicable terms and conditions set out in the applicable Statement of Work; or (b) package any of the Deliverables into a solution in which TELUS resells, or otherwise provides, such Deliverables with its own or third party products, technologies and services.

5.2 No Volume Purchase Applicable: The Parties hereby agree that Deliverables purchased by TELUS (or any of its Affiliates) from the Supplier pursuant to this Agreement shall not qualify or accrued for the purpose of any discount structure or minimum volume commitment set out under the MSA between the Parties and dated April 1st, 2016, as amended.

5.3 Purchase Orders:

(a) The Supplier will provide the Deliverables as further set forth in a Statement of Work, all in accordance with the terms and conditions set forth in this Agreement including without limitation, in accordance with the Service Requirements; any applicable implementation plan (as may be agreed in writing by the Parties in a Statement of Work); any applicable Purchase Order, and each Statement of Work agreed upon by the Parties. The Supplier shall make reasonable efforts to acknowledge receipt of Purchase Order issued by TELUS within three (3) Business Day after its receipt of such Purchase Order by the Supplier and engage with TELUS, promptly thereafter, in order to confirm acceptance of the Purchase Order, or otherwise identify any further information required by Supplier in order to confirm acceptance of same.

(b) Unless otherwise specified in a Service Schedule, for each new Customer, TELUS and Supplier shall agree on a new Statement of Work. Except as contemplated below, further

ordering of Deliverables for the said new Customer may be implemented through the use of mutually agreed to Purchase Orders. After such delivery, either Party may identify the need for customization or integration in order to meet any special requirements for such Customer, including as may be required to facilitate processes or interactions/workflows specific to such Customer. Where customization or integration is required, Supplier and TELUS shall jointly promptly prepare a draft Statement of Work specifying in reasonable detail:

(i) all required changes to the Deliverables that are outside of its then current functionality, including the exact change specifications;

(ii) all applicable timelines for completion and launch of the Deliverables (including any impact on any other Work Product, Services or work to be provided or performed under this Agreement);

(iii) all fees and costs payable; a planning budget for the planning and implementation of the work; and

(iv) all additional requirements of, and work required by, the Supplier.

in each case, in order for the Supplier to fulfil such special requirements for the Customer. Each such Statement of Work and changes thereto shall require sign-off from TELUS and the Supplier before any development work begins.

(c) The Supplier will advise TELUS of its progress on a consistent periodic basis, in the form, manner and frequency set out in a Statement of Work or as otherwise specified by TELUS and agreed to by Supplier. TELUS will be entitled to conduct testing of all Deliverables against the applicable Acceptance Criteria as contemplated in a Statement of Work.

(d) Unless as otherwise set out in a Statement of Work, any forecasts provided to the Supplier by TELUS with respect to quantities, required launch dates, or otherwise, in connection with the Deliverables are non-binding estimates and are for general information purposes only and the Supplier will not assert any claim against TELUS or its Representatives in connection with such forecasts, including any claim for loss of revenue resulting from a deviation of such forecasts.

(e) Any standard terms and conditions pre-printed on or referenced in any Supplier form of quote, purchase order (including TELUS Purchase Orders) or change order will be superseded and replaced by the terms and conditions of this Agreement.

5.4 Means of Providing the Deliverables: Unless otherwise specified in a Statement of Work, the Supplier will possess or will readily procure all equipment, software and materials necessary to provide the Deliverables and the Supplier is responsible for all costs related to the use of such equipment, software and materials, including repairs, insurance, transport, rental costs and operating costs.

5.5 License to Subcontractors: If the Deliverables require that the Supplier or its Representatives access or use software licensed by TELUS or Customers from a third party, the Supplier and its Representatives will only access or use such software in accordance with the terms upon which TELUS and Customers are licensed as made known by TELUS to the Supplier and its Representatives, and the Supplier and its subcontractors will not make any unauthorized copies of such software, or reverse engineer, disassemble, decompile, disclose or attempt to derive the human readable source code of any of such software that is only available in the form of machine executable code.

5.6 Non Derogation: This Agreement is non-exclusive and does not in any way limit either Party’s rights to contract with any other party for the provision of deliverables similar or identical to the Deliverables. This Agreement will not be construed to require TELUS to purchase any Deliverables or any specific amount of Deliverables from the Supplier.

5.7 Change Order Process:

(a) TELUS may request a change to the Deliverables (a “Change”) at any time by delivering a written request (the “Change Order Request”) to Supplier specifying the proposed Change and the purpose or objective sought by the proposed Change. Subject the complexity of the Change Order Request, the Supplier shall, within ten (10) Business Days, respond to TELUS in writing (each a “Change Order Response”) to each Change Order Request and will, if applicable: (i) describe any changes in Services, Service Levels, SLA, assignment of personnel and other resources that Supplier believes (acting reasonably and in good faith) would be required; (ii) specify how the proposed Change would be implemented; (iii) describe the effect, if any, such Change would have on the Deliverables or Service Levels; (iv) estimate the price adjustment, if any, that would result from the implementation of such Change; and (v) contain such other information as may be relevant to the proposed Change. Any price adjustment will be as agreed between the Parties in writing. Both Parties must provide a written approval of all Change Order Requests to authorize implementation (“Change Order”). Supplier will promptly use commercially reasonable efforts to give effect to a request for a Change.

(b) TELUS will respond within ten (10) Business Days of receiving the Change Order Response indicating acceptance by signing the Change Order Response, or by written communication indicating either: (i) rejection of the proposal, (ii) proposing alternatives for the unacceptable items, or (iii) specifying a date by which TELUS will accept, reject or propose alternatives to the Change Order Response. If TELUS fails to respond within such period, the Change Order Response shall be deemed to have been rejected by TELUS.

(c) If TELUS has proposed alternatives in its response pursuant to Section 5.7(b) above, Supplier shall submit an updated Change Order Response to TELUS within ten (10) Business Days of its receipt of such TELUS response.

(d) For each Change Order, Supplier shall promptly use all commercially reasonable efforts to complete the Change Order having regard to the relative importance attributed to such Change Order by TELUS. TELUS shall have the right to reprioritize Change Orders by written notice to Supplier and Supplier, upon receipt of such notice, shall use commercially reasonable efforts to promptly reallocate its resources and efforts in accordance with such reprioritization.

(e) TELUS may deliver Change Order Forms to the Supplier by mail, by fax or other electronic transmission.

5.8 Form of Document: Unless otherwise agreed by the Parties, each Statement of Work will be prepared based on the format set out in Schedule “A” to this Agreement. Upon execution by both Parties, each Statement of Work will be incorporated into and made subject to the terms and conditions of this Agreement.

5.9 Provision of Deliverables: The Supplier will have, at its own risk, the authority to exercise exclusive control over the provision of the Deliverables and the supervision associated with the delivery of the Deliverables in accordance with its own means and methods. TELUS will be entitled only to direct the Supplier with respect to the elements of the Deliverables to be performed by the Supplier as to where and when such Deliverables will be provided, and to review and assess the performance of such Deliverables by the Supplier for the limited purposes of ensuring that such

Deliverables have been performed in accordance with the requirements of this Agreement and confirming that such results are satisfactory to TELUS.

5.10 Disaster Recovery: Unless otherwise stated in an SOW, the Supplier will, at no cost to TELUS, fulfill the disaster recovery obligations set out in the applicable Statement of Work, in the event of a disaster as described in such Statement of Work.

Section 6 - SERVICE LEVEL AGREEMENT

6.1 Supplier shall provide the Deliverables so as to meet or exceed the Service Levels set forth in the applicable Statement of Work (the “Service Level Agreement” or “SLA”). If more than one Service Level applies to any particular obligation of Supplier, Supplier shall perform in accordance with the more stringent of the applicable Service Levels. Supplier shall be responsible for meeting or exceeding applicable Service Levels even where doing so is dependent on the provision of Services by subcontractors.

6.2 Supplier acknowledges that TELUS is paying Supplier to deliver certain of the Deliverables at specified Service Levels. If Supplier fails to meet such Service Levels (as they may be adjusted from time to time in accordance with this Agreement), then Supplier hereby agrees that it shall pay or credit to TELUS the Service Level Credits specified in the SLA in recognition of the diminished value of the Deliverables resulting from Supplier’s failure to meet the agreed upon level of performance, and not as a penalty. Unless otherwise stated in a Statement of Work, Supplier agrees that the Service Level Credits may be only partial compensation for the damage that may be suffered by TELUS as a result of a service level failure, as contemplated in the SLA, and that payment of any Service Level Credit is without prejudice to any entitlement TELUS may have to damages or other remedies under this Agreement, at law or in equity. Service Level Credits will not be deducted from damages to which TELUS is entitled under this Agreement, nor will Service Level Credits be included in calculating any limitation of liability amounts under this Agreement. However, any Service Level Credits paid to TELUS in respect of a claim will be deducted from a claim made by TELUS for repayment of fees paid in respect of such claim. Where there are no fees payable against which to credit the Service Level Credit, TELUS may invoice the Supplier for the Service Level Credits and the Supplier will pay such invoiced amounts within forty-five (45) calendar days of receipt of such invoice.

6.3 Supplier will report to TELUS regarding Supplier’s performance against the Service Levels using the measurement and reporting tools and reporting processes provided for in a Statement of Work and otherwise in this Agreement. TELUS or its designee will have the right to audit all such measurement and reporting tools and reporting procedures in accordance with Section 31.3 hereof.

6.4 Supplier agrees and acknowledges that certain Customers may request, or TELUS may offer, custom Service Levels for such specific Customers and that the Parties will negotiate in good faith to provide such custom Service Levels, including with respect to the costs associated therewith and the commencement thereof, to such specific Customer. Such custom Service Levels will be specified in a Statement of Work.

Section 7 - PROVISION OF SERVICES TO A TELUS AFFILIATE

7.1 A TELUS Affiliate may at any time request that the Supplier provide Deliverables to such Affiliate pursuant to the terms of this Agreement. In such event, upon execution of a Statement of Work by such TELUS Affiliate, a new and separate agreement will come into effect solely between such Affiliate and the Supplier. Such new and separate agreement will have the same terms and conditions as this Agreement, but will apply only to such Statement of Work entered into between such Affiliate and the Supplier. For clarification, such new agreement will apply to the TELUS Affiliate as if it were “TELUS” hereunder. In no event will TELUS be responsible for the acts or omissions or any obligation of such Affiliate, nor will such Affiliate be responsible for the acts or

omissions or any obligations of TELUS hereunder. Default by one TELUS Affiliate will not affect the rights of TELUS or any other TELUS Affiliate that purchases Services under this Agreement and default by TELUS will not affect the rights of any TELUS Affiliate that purchase Services under this Agreement. Notwithstanding the foregoing, the Supplier acknowledges and agrees that the volumes purchased by TELUS and its Affiliates under this Agreement and each such new agreement between Supplier and any TELUS Affiliate will be aggregated for the purpose of any discount structure that is set out in this Agreement.

Section 8 - REPRESENTATIONS, WARRANTIES AND COVENANTS

8.1 [***]

8.2 [***]

8.3 [***]

8.4 [***]

8.5 The Supplier represents and warrants that it has the requisite power and authority and all necessary rights and authorizations to execute, deliver and perform its obligations under this Agreement and grant to TELUS the rights, licenses and benefits set out in this Agreement, and that the execution, delivery and performance of this Agreement is not limited or restricted by and does not violate any Applicable Law or contract or the rights of any third party.

8.6 The Supplier and its Representatives will comply with all Applicable Laws in performing its obligations under this Agreement, including identifying and procuring permits, licenses, registrations, certifications, approvals and inspections required under such laws. If a Claim of non-compliance by the Supplier with any Applicable Laws in connection with its performance of this Agreement occurs, the Supplier will notify TELUS of such Claim within [***] of having confirmed such non-compliance.

8.7 The Supplier represents and warrants that it, its Affiliates and their respective Representatives have not given and will not give any gifts, gratuities, rewards, favours or benefits (collectively, the “Benefits”), whether in cash or in kind, in connection with this Agreement to any Representatives of TELUS or its Affiliates involved in selection, negotiation, purchasing or contract management roles, unless the Supplier has obtained the prior written permission of the supervisor of the Representative that is to receive the Benefit. The Supplier acknowledges that the giving of any such Benefits without such permission is in violation of TELUS’ ethics policy.

8.8 The Supplier represents and warrants that the Tax information set out in Schedule”D” to this Agreement is true and correct as of the Effective Date. The Supplier covenants to provide TELUS with updated Tax information as and when required to be compliant under Applicable Laws.

8.9

(a) The Supplier will, and will cause its Affiliates, Representatives and suppliers engaged in fulfilment of the Supplier’s obligations under this Agreement to, perform its obligations under this Agreement at all times in compliance with the TELUS Supplier Code of Conduct available at the following URL: www.telus.com/suppliercodeofconduct (the “Code”).

(b) [***]

Section 9 - DISCLAIMER

9.1 EXCEPT FOR THE WARRANTIES EXPRESSLY STATED AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DELIVERABLES ARE PROVIDED “AS IS”. THE SUPPLIER AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE SUPPLIER DOES NOT WARRANT THAT (A) THE DELIVERABLES WILL MEET TELUS REQUIREMENTS, (B) USE THEREOF SHALL BE UNINTERRUPTED OR ERROR-FREE, OR (C) THE DELIVERABLES WILL PROTECT AGAINST ALL POSSIBLE THREATS WHETHER KNOWN OR UNKNOWN.

Section 10 - WORKAROUND PLANS

10.1 Without derogating from the obligations of the Supplier in Section 6 -or in the SLA, in the event TELUS determines that a Deliverable fails to materially conform to the Service Requirements, TELUS may notify the Supplier in writing that a condition requiring a workaround exists. Upon receipt of such a notice, the Supplier will, as soon as possible and in any event within five (5) Business Days of such receipt, present to TELUS, a workaround plan to address the non-conformity, for TELUS’ approval, which will not be unreasonably withheld. Following approval by TELUS of such workaround plan, the Supplier will immediately implement the plan and shall take all commercially reasonable measures to prevent recurrence of the failure or non-conformity. Preparation and implementation of the workaround plan will be at the Supplier’s sole cost and expense. During the period that such workaround plan is in effect, the Supplier will use its best efforts to find and implement a permanent solution for the failure to conform to the Service Requirements.

10.2 Nothing in this Section 10 - will be construed to relieve the Supplier from its other obligations or limit TELUS’ other rights or remedies, under this Agreement.

Section 11 - INVOICING, PRICES, CURRENCY ADJUSTMENT AND PAYMENT

11.1 Within fifteen (15) Business Days after the end of each month, or at such other time as may be agreed in the applicable SOW, Supplier shall deliver an invoice to TELUS, in accordance with the requirements provided by TELUS, for the Deliverables covered in an SOW and delivered by Supplier in the immediately preceding month. TELUS shall, subject to Section 11.6, pay the amount due within forty five (45) days following receipt of the invoice, by electronic funds transfer or any other means mutually acceptable to the Parties.

11.2 The Supplier will submit an invoice to TELUS referencing the appropriate Statement of Work and, if applicable, the Purchase Order number or Change Order number, after the end of each calendar month for Deliverables provided in the immediately preceding month, or at such other times as may be specified in the applicable Statement of Work. Notwithstanding the foregoing, where Statement of Work provides for the payment of fees and expenses on the Acceptance of a Deliverable or interim milestone only, the Supplier will only be entitled to issue the invoice to TELUS following Acceptance by TELUS of such Service, Deliverable or interim milestone. In no event will TELUS make payment on any invoice that is an estimate of fees and expenses owing to Supplier.

11.3 The Rate Card will specify the all rates in Canadian Dollars (“CAD”) and United States dollars (“USD”).The CAD rate will be used for all Customers whose primary location is in Canada. For Deliverables provided on a “time and material” basis such Deliverables will not exceed the rates set forth in the Rate Card but for certainty the Parties may agree to lower rates which will be specified in the Statement of Work. The Supplier will invoice TELUS and TELUS will pay such invoice in CAD for any Deliverables provided to customers whose primary location is in Canada and in USD for any Deliverables provided to customers whose primary location is outside of

Canada. Unless otherwise permitted in Schedule “C”, the Supplier shall not increase the prices in the Rate Card for the Deliverables during the Initial Term of this Agreement.

11.4 The Supplier will provide TELUS with back up documentation in support of each invoice, in accordance with generally accepted accounting principles, as may be reasonably requested by TELUS.

11.5 If the Parties agree to use electronic data interchange, evaluated receipt settlement or electronic funds transfer processes for payment of invoices, the Supplier will submit such documentation to TELUS and comply with such procedures, as specified by TELUS. Failure by the Supplier to submit such documentation or comply with such procedures may affect payment by TELUS and TELUS will not be responsible for any late payments resulting from such failure.

11.6 In the event of a good faith dispute between TELUS and the Supplier with regard to an invoice, the undisputed portion will be paid by TELUS when due. TELUS may withhold payment of the portion of the invoice that TELUS disputes subject to the following:

(a) TELUS will notify the Supplier in writing and provide a description of the particular fees or charges in dispute and an explanation of the reason why TELUS disputes such fees or charges;

(b) each Party will continue performing its obligations under this Agreement while any dispute is being resolved unless and until such obligations expire or are terminated in accordance with this Agreement by the termination of this Agreement or by the termination or expiration of an applicable Statement of Work; and

(c) neither the failure to dispute any fees or charges prior to payment nor the failure to withhold any such amounts will be construed as a waiver of any right TELUS may otherwise have to dispute any fees or charges or recover any amounts previously paid.

11.7 Neither payment by TELUS of any amounts to the Supplier under this Agreement, nor partial or complete use of the Deliverables will be deemed to be an Acceptance by TELUS of the Deliverables or a waiver of any of the rights TELUS may have against the Supplier under this Agreement.

11.8 Except for the fees or other charges expressly provided for in this Agreement, and except as otherwise set forth in any Statement of Work, TELUS shall not be responsible for any fees, charges, or expenses incurred by Supplier in connection with this Agreement, a Statement of Work and the Services.

Section 12 - TRANSFER PRICING RULES

12.1 The Parties agree that it is their intention to comply with all relevant transfer pricing or similar legislation, rules and guidelines set out by each of the various governments or governmental entities who have jurisdiction over any of the Parties, or this Agreement itself (the “Transfer Pricing Rules”). Each Party also agrees that it is their intention that all of the terms of this Agreement and any Statement of Work entered into pursuant to this Agreement are intended to reflect those that would be agreed to by Parties acting with each other on an arm’s length basis as determined by any relevant governmental or Organization for Economic Co-operation and Development guidelines (“Arm’s Length Terms”).

12.2 In setting the terms of this Agreement, including those related to applicable fees, the Parties have attempted to take into account the various functions performed by each Party, as well as the costs

incurred and risks undertaken by each Party. Taking these and any other relevant factors into account, the Parties are of the view that the terms of this Agreement reflect Arm’s Length Terms.

12.3 If it is subsequently determined that any of the terms of this Agreement do not reflect Arm’s Length Terms, the Parties agree to amend any of the terms of this Agreement to make them consistent with Arm’s Length Terms, with any such amendments either having retrospective effect or being reflected in a compensating adjustment to be made prior to the end of the relevant calendar year or as soon thereafter as possible, as agreed to by the Parties.

12.4 If it is subsequently determined that the Parties have not complied with the Transfer Pricing Rules, the Parties agree to take all necessary steps to comply with the said Transfer Pricing Rules in as timely a manner as possible.

12.5 In the event the Parties cannot agree on how to amend the terms of this Agreement or comply with the Transfer Pricing Rules as described above, the matter must be submitted to a committee comprised of two (2) individuals, each being an executive leadership team member responsible for the Parties, who will resolve the matter. The decision of the committee will be final and binding on the Parties.

12.6 Price quotes from the Supplier for TELUS’ Customers shall be valid for a minimum of sixty (60) Business Days. During such sixty (60) Business Day validity period, the Supplier shall pass through any price decreases to TELUS.

Section 13 - TAXES

13.1 This Section 13 -sets out the allocation of responsibility between the Parties for Taxes arising out of or in relation to the performance of this Agreement. Except as otherwise expressly provided in this Section, each Party remains solely responsible for taxes imposed or assessed on, or payable by, such Party and its Affiliates (or their activities), including taxes assessed on such Party’s and its Affiliates’ net income or gross receipts, employer-related taxes with respect to such Party’s and its Affiliates’ personnel, and taxes on such Party’s and its Affiliates’ property.

13.2 Unless TELUS provides the Supplier with a valid tax exemption certificate or other information as may be required under Applicable Laws with respect to any applicable Taxes, TELUS will pay the Supplier for such Taxes in respect of the Deliverables after being invoiced by the Supplier. The Supplier will remain responsible for all taxes that are applicable to any property or services acquired for use or consumption by the Supplier (or its Affiliates or subcontractors) in relation to the provision of the Deliverables. For greater certainty, the preceding sentence includes any applicable taxes arising from the Supplier’s subcontracting of any Services. For the avoidance of doubt, the Supplier’s fees and expenses as set forth in this Agreement are exclusive of applicable Taxes payable by TELUS.

13.3 The Supplier’s invoices will identify any Taxes applicable to the Deliverables with respect to all charges and out-of-pocket expenses or other fees invoiced to which the Taxes apply. The Supplier’s invoices will include a detailed itemization of taxable and nontaxable charges and out-of-pocket expenses and a separate itemized list of Taxes billed (by tax jurisdiction in which Deliverables related to each Tax were provided), including a full description of each charge and out-of-pocket expenses, the amount against which the Tax is applied, the Tax rate and the amount of each Tax and total Taxes payable for the invoice period. The Supplier will specify valid tax registration numbers and any other information required under Applicable Laws on its invoices and related documentation to substantiate its obligation to charge and collect such Taxes.

13.4 If any Services are provided by the Supplier while it is a non-resident of Canada, the Supplier will specify on each invoice the portion of the charges covered by such invoice, if any, for Services

delivered (i) inside of Canada, for the purposes of Canadian income tax legislation and applicable treaties, and (ii) inside of Quebec, for the purposes of the Income Tax Act (Quebec).

13.5 Notwithstanding any other provision of this Agreement, when applicable, TELUS will withhold Withholding Taxes from the amounts payable by TELUS hereunder for the Deliverables, and from any other payments, and will remit such Withholding Taxes to the appropriate taxing authority, for the benefit of the Supplier. When such amounts are remitted to a taxing authority, they will be deemed to be in satisfaction of the same amount due to the Supplier under this Agreement and TELUS will have no further responsibility for any amount so remitted except to provide the Supplier with such forms, certificates, reports or other documents as are required under Applicable Laws. If it is subsequently determined that any portion of any amount paid by TELUS to the Supplier is subject to Withholding Taxes, TELUS will remit such Withholding Taxes and any applicable interest, late payment charges or penalties to the appropriate taxing authority and the Supplier will promptly reimburse TELUS for (i) the amount of such Withholding Taxes and (ii) any such interest, late payment charges or penalties. If such interest, late payment charges or penalties are due solely to the acts or omissions of TELUS and not due to any acts or omissions of the Supplier, then Supplier shall reimburse TELUS only for the amount of the Withholding Taxes.

13.6 Each Party agrees to fully co-operate with the other to enable each to more accurately determine its own tax liability and to minimize such liability to the extent legally permissible. Each Party will provide and make available to the other upon request any direct pay permits, resale certificates, multiple points of use certificates, treaty certification, information regarding out-of-state (or out-of-country) sales or use of equipment, materials, or services, and other exemption certificates or information reasonably requested by the other Party.

Section 14 - SUPPLIER’S KEY PERSONNEL

14.1 If any individuals are listed as key personnel in a Statement of Work, the services of such individuals (“Key Personnel”) are deemed essential to the satisfactory performance by the Supplier of the Deliverables.

14.2 TELUS will have the right to recommend and approve the initial assignment, as well as any proposed reassignment or replacement, of any Key Personnel. Before assigning an individual to any Key Personnel position, Supplier will notify TELUS of the proposed assignment, will introduce the individual to the appropriate TELUS representatives, and will provide TELUS with a resume and any other information about the individual reasonably requested by TELUS. TELUS reserves the right to interview the individual before granting approval.

14.3 The Supplier will not remove any Key Personnel from their assigned roles without the prior written consent of TELUS, except where such Key Personnel must be replaced for reasons beyond the reasonable control of Supplier, such as illness, disability, resignation or termination of the Key Personnel’s employment for cause. TELUS reserves the right to require the immediate removal from provision of the Deliverables of any Supplier Representatives or Key Personnel who are found, in the judgment of TELUS, to be unacceptable.

14.4 Replacement personnel for any removed Key Personnel will have experience and qualifications that are equal or superior to those of the removed personnel and will be available within ten (10) Business Days of such removal. Even if replacement personnel are provided, Supplier will still be responsible to meet its completion dates as set forth in the Statement of Work.

Section 15 - INDEPENDENT CONTRACTOR

15.1 The Supplier will be an independent contractor in the performance of the Deliverables under this Agreement. The Supplier and any Representatives of the Supplier will not be deemed to be employees of TELUS at any time and no employee benefits available to employees of TELUS will

accrue to the Supplier or to any of its Representatives. Accordingly, the Supplier will pay and accept full and exclusive liability for the assessments and contributions required by, but not limited to, the Employment Insurance Act (Canada), Canada Pension Plan, Income Tax Act (Canada), and the applicable provincial workers’ compensation legislation. The Supplier, as an independent contractor, and its Representatives, will not receive nor be entitled to receive from TELUS any vacation pay, overtime pay or severance pay in connection with the performance of the Deliverables.

15.2 The Supplier will, at its own expense, defend, indemnify and hold harmless TELUS, its Affiliates and their respective Representatives against and from all third party Claims (including Claims by the Canada Customs and Revenue Agency) alleging that a Representative of the Supplier is an employee of TELUS, and all liabilities, losses, costs, damages, penalties and expenses (including all legal fees and expenses and court costs on a solicitor and his/her own client basis) which TELUS, its Affiliates or their respective Representatives may incur or suffer as a result of any such Claims or as a result of enforcing the indemnification provisions set out in this Section 15.2. The Supplier will be bound by and will pay the amount of any settlement, compromise, determination or judgment reached (regardless of whether or not there is an appeal pending) while the Supplier was conducting the defense of such Claims. TELUS will notify the Supplier in writing within a reasonable time after TELUS first receives written notice of any such Claims.

Section 16 - SUBCONTRACTING

16.1 Notwithstanding any other provision of this Agreement, and except with respect to Affiliates, the Supplier will not subcontract this Agreement, or any part of this Agreement, nor any of its obligations under this Agreement without the prior written consent of TELUS. If the Supplier utilizes the services of subcontractors the Supplier will be wholly responsible for the acts and omissions of its subcontractors. TELUS may at any time during the term of this Agreement inspect the services of any subcontractors (other than Affiliates) involved in the performance of this Agreement, and may, without incurring any liability, immediately require that the Supplier terminate the activities of any such subcontractors for reasons of unsatisfactory progress, negligence, or failure to comply with the requirements of this Agreement. The Supplier will not be relieved of any schedule commitments or any other terms of this Agreement should the subcontract be terminated for any of the reasons specified above.

Section 17 - CONFIDENTIAL INFORMATION

17.1 In this Agreement, the term “Confidential Information” means any and all data or information including specifications, documents, correspondence, research, software, trade secrets, discoveries, ideas, know-how, designs, drawings, product information, technical information and all information concerning the operations, affairs and businesses of a Party or a Customer or TELUS End User, the financial affairs of a Party and the relations of a Party with its customers, employees and service providers (including customer lists, customer information, account information, consumer markets, sales figures and marketing plans), and any such information of customers, Affiliates or Representatives of a Party, which is disclosed by such Party (the “Disclosing Party”), whether directly in oral or material form to the other Party (the “Receiving Party”), or indirectly, by permitting the Receiving Party to observe the conduct of the Disclosing Party’s various operations or processes. Confidential Information also includes any data or information described above which the Disclosing Party has obtained from a third party and which the Disclosing Party treats as proprietary or designates as Confidential Information, whether or not owned or developed by the Disclosing Party. The existence and terms of this Agreement will also be considered Confidential Information.

17.2 Confidential Information does not include data or information that:

(a) is within the public domain at the date of disclosure by the Disclosing Party or which thereafter enters the public domain through no fault of the Receiving Party or its Representatives or Affiliates (but only after it becomes part of the public domain);

(b) is already known to the Receiving Party at the time of its disclosure by the Disclosing Party, and is not subject to confidentiality restrictions;

(c) following its disclosure to the Receiving Party, is received by the Receiving Party without obligation of confidence from a third party who the Receiving Party had no reason to believe was not lawfully in possession of such information free of any obligation of confidence; or

(d) is independently developed by the Receiving Party without reference to or knowledge of the Disclosing Party’s Confidential Information.

17.3 The Receiving Party:

(a) will not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (including in any manner that would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;

(b) will use and reproduce the Confidential Information of the Disclosing Party only to the extent necessary to fulfill the Receiving Party’s obligations or exercise its rights under this Agreement;

(c) will disclose the Confidential Information of the Disclosing Party only to its Representatives and professional advisors, and those of its Affiliates, who have a need to know such Confidential Information for the purposes of fulfilling the Receiving Party’s obligations or exercising its rights under this Agreement, and who have assumed obligations of confidentiality equal to or greater than the obligations of the Receiving Party under this Section with respect to the Confidential Information;

(d) will use reasonable efforts to treat, and to cause all its Representatives and those of its Affiliates to treat, all Confidential Information of the Disclosing Party as strictly confidential, provided that in no event will such efforts be less than the degree of care that the Receiving Party exercises in protecting its own valuable confidential information; and

(e) upon the request of the Disclosing Party or, in any event, upon termination of this Agreement, return and confirm in writing the return of all originals, copies and summaries of Confidential Information or, at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information.

17.4 The Receiving Party will be entitled to disclose Confidential Information if such disclosure is required by a court, administrative body, or regulatory body (including a stock exchange) of competent jurisdiction, whether as a result of any application made by the Receiving Party or an investigation initiated by the regulatory body, or otherwise, provided that the Receiving Party will:

(a) give prompt written notice of any such requirement for disclosure to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy;

(b) take such steps as are reasonably necessary and available to maintain the confidentiality of the Confidential Information by such court, administrative or regulatory body; and

17.5 Supplier acknowledges and agrees that all information and processes provided to Supplier by TELUS or TELUS End Users to customize the Deliverables or as part of the Service Requirements, remains proprietary and Confidential Information of TELUS or Customer, as the case may be, provided, however, that, subject to any restrictions or obligations imposed on Supplier under this Agreement including with respect to Confidential Information and Personal Information, Supplier will not be restricted from using such information and processes, including by disclosing such information and processes to: (i) its Representatives, or (ii) its third party subcontractors permitted under this Agreement on a “need to know” basis for the provision of the Deliverables, which such permitted third party subcontractors may also use such information and processes, to customize the Deliverables or for the provision of the Deliverables to a third party or (iii) third parties that the Supplier engages solely for development, use, sale or marketing of the Deliverables provided that in no event will Supplier be permitted to use Personal Information or TELUS Data for such purposes without the express written consent of TELUS. In the event that Supplier discloses such information or processes to its any Representatives or permitted third party subcontractors then Supplier will ensure that such Representative or third party subcontractor has assumed of obligations of confidentiality with respect to such information or processes equal to or greater than the obligations with respect to Confidential Information contained herein.

Section 18 - PROTECTION OF PERSONAL INFORMATION

18.1 For the purposes of this Agreement, “Personal Information” means information that:

(a) is about an identifiable individual, including information that either TELUS or the Supplier can associate with, or relate back to, an identifiable individual; and

(b) is disclosed or transferred by TELUS to the Supplier pursuant to this Agreement or is otherwise collected or compiled by the Supplier in the performance of its obligations under this Agreement.

18.2 The Supplier agrees that:

(a) in providing the Services, it shall comply with all privacy legislation applicable to TELUS or Supplier in the course of Supplier’s collection, use, modification, retrieval, disclosure, storage, anonymization, deletion, and management of Personal Information;

(b) as between the Supplier and TELUS, all Personal Information is, and shall remain, the exclusive property of TELUS;

(c) it shall use or reproduce Personal Information only to the extent necessary to fulfill its obligations under this Agreement and shall not use or reproduce Personal Information in any other manner without the express prior written consent of TELUS, and without restricting the generality of the foregoing, Supplier shall not make [***] of any Personal Information, even if such Personal Information has been [***];

(d) it shall treat all Personal Information as confidential and it shall limit access to Personal Information to those of its employees who have a need to be familiar with it;

(e) it shall advise its employees and authorized subcontractors receiving Personal Information of the obligations of the Supplier respecting confidentiality that are contained in this Section 18.2 and in Section 17 - (Confidential Information);

(f) except as may be otherwise expressly provided in this Agreement, it shall not disclose or transfer Personal Information to any third party, including any agent or sub-contractor of the Supplier, unless:

(i) TELUS has consented in writing to such disclosure or transfer; and

(ii) the Supplier has obtained the written agreement of the third party to comply with all of the terms of this Section 18 - with respect to Personal Information disclosed or transferred to it or otherwise collected or compiled by it;

(g) in any event, the Supplier shall remain fully responsible and liable for the use and disclosure of any Personal Information that the Supplier transfers or discloses to any third party;

(h) it shall establish, implement and maintain privacy policies and practices to protect Personal Information from unauthorized access, use or disclosure;

(i) it shall permit representatives of TELUS to review the privacy policies and practices of the Supplier, including the training of relevant personnel, as those policies and practices relate to Personal Information and to direct the Supplier to make any changes that TELUS, acting reasonably, considers necessary in order to protect Personal Information from unauthorized access, use or disclosure;

(j) it shall establish, implement and maintain [***] to protect the security and confidentiality of Personal Information, including [***];

(k) it shall permit representatives of TELUS to review the Supplier’s [***] and its [***] for the [***] of Personal Information and to direct the Supplier to implement such [***] as TELUS, acting reasonably, considers necessary in order to protect the security and confidentiality of the Personal Information;

(l) unless otherwise specified in a Statement of Work, it shall not transfer any Personal Information outside Canada, either physically or electronically;

(m) it shall immediately forward to TELUS any request by any individual for access to, or the amendment of, any Personal Information and it shall cooperate with TELUS, as it may reasonably require, in responding to such request;

(n) it shall amend any Personal Information upon request by TELUS;

(o) unless expressly prohibited by law, it shall immediately notify TELUS of any inquiries, complaints, or notices of investigation or non-compliance received from any Canadian or foreign governmental or regulatory authority or agency related to the collection, use or disclosure of Personal Information, and it shall cooperate fully with TELUS in responding to any such inquiries, complaints or notices;

(p) if the Supplier is required or becomes compelled by a law or a judicial, regulatory or administrative order to disclose any Personal Information, it shall, unless expressly prohibited by law, promptly (and in any event before complying with any such requirement) notify TELUS in writing and cooperate with TELUS in taking legally available steps to resist or limit the disclosure and to maintain confidentiality by the court or regulatory or administrative body;

(q) if it becomes aware of, or has reason to suspect, a breach of any of its obligations in this Section, including any security breach related to Personal Information or any loss of,

unauthorized access to, or unauthorized use or disclosure of, any Personal Information, it shall immediately (i) notify TELUS and TELUS’ Privacy Officer in writing, (ii) take all reasonable measures to rectify and prevent any further breaches, (iii) cooperate with TELUS in investigating and remedying the breach and (iv) upon request of TELUS, provide commercially reasonable assistance, including records or information, to enable TELUS to comply with obligations imposed on TELUS by Applicable Laws; and

(r) upon the expiry or termination of this Agreement, or upon request of TELUS, the Supplier shall cease any and all use of Personal Information and shall, at the request of TELUS, either return all Personal Information to TELUS, including any copies, or permanently destroy it using appropriate means, and certify such return/destruction within a timeframe reasonably requested by TELUS.

18.3 The Supplier agrees that its obligations under this Section 18 -are in addition to, and not in substitution for, any other obligations respecting confidentiality or security that may be contained in this Agreement and that the obligations of the Supplier under this Section 18 -shall survive the termination or expiration of this Agreement or any renewal or extension thereof.

Section 19 - PROPERTY RIGHTS

19.1 Subject to third party rights, the Supplier will immediately assign and transfer (and will be deemed to assign and transfer) to TELUS, without further consideration, upon their creation, the ownership, including all copyright, patent and other intellectual and proprietary rights (whether registered or unregistered) in and to any and all Work Product. The Supplier waives, and will ensure that its employees, subcontractors and such subcontractors’ employees waive, in writing, their respective moral rights under the Copyright Act (Canada), if any, to any and all of the Work Product. Despite anything to the contrary in this Agreement, all Work Product will at all times be considered TELUS’ Confidential Information.

19.2 Notwithstanding Section 19.1, the Supplier’s Pre-existing Technology will continue to belong exclusively to the Supplier or its licensors. In the event that any of the Work Product contains Supplier’s Pre-existing Technology the Supplier hereby grants, subject to any third party restriction identified in a Statement of Work, to TELUS and its Affiliates a non-exclusive, world-wide, fully paid up, irrevocable, transferable, perpetual license to use, copy, maintain, modify, and enhance any of Supplier’s Pre-existing Technology for TELUS’ (including Customers) and its Affiliates’ unrestricted use of the Work Product. This grant of license includes TELUS’ and its Affiliates’ right to grant access to the Supplier’s Pre-existing Technology contained in any Work Product to their Customers and respective Representatives solely for the purpose of providing services to or for Customers or TELUS, but does not permit TELUS or its Affiliates or any third party to extract from the Work Product any such Supplier’s Pre-existing Technology. For greater certainty, to the extent a Statement of Work specifies that the Deliverables are not intended to benefit TELUS, or any of its Affiliates, beyond the termination or expiry of a Statement of Work, the licensing rights contemplated in this Section 19.2 shall terminate upon the termination or expiry of the Statement of Work.

19.3 All TELUS Data is and shall remain the sole and exclusive property of TELUS and/or its Customers or TELUS End Users. TELUS shall be entitled to an export of TELUS Data, without charge, upon the request of TELUS and upon termination of this Agreement or a Statement of Work. The Supplier is provided a license to TELUS Data hereunder for the sole and exclusive purpose of providing the Services, including a license to store, record, transmit, maintain, and display TELUS Data only to the extent necessary in the provisioning of the Deliverables.

19.4 Unless otherwise expressly permitted in a Statement of Work, the Supplier, its Affiliates and their respective Representatives will not, directly or indirectly, store, transfer, transmit, transport, view, access, disclose, process, handle or otherwise use any TELUS Data outside of Canada.

Section 20 - SECURITY POLICIES AND REGULATIONS

20.1 The Supplier and its Representatives will, when using, accessing or supporting TELUS’ or Customer’s premises, facilities or systems, comply with all security policies and regulations applicable to such premises, facilities and systems, of which the Supplier is made aware of, including any specified in a Statement of Work. In the event that any Supplier Representative fails to comply with such policies and regulations, the Supplier will immediately remove such Representative from the provision of Services pursuant to this Agreement. Further, if, in the sole opinion of TELUS, any of the Supplier’s Representatives are deemed to present a security risk to TELUS or Customer, TELUS may immediately terminate such Representative’s access to TELUS’ or Customer’s premises, facilities and/or systems. Notice of such action will be provided to the Supplier as soon as reasonably practicable.

20.2 Subject to limitations which may apply under Applicable Laws, the Supplier will conduct, at its own expense, security checks for all of the Supplier’s Representatives who are to be provided access to TELUS’ or Customer’s premises, facilities or systems, and will complete and remit to TELUS, at TELUS’ request, a “Consent for Criminal Record Check Verification” for each such individual to TELUS Corporate Security, prior to each such individual commencing the provision of the Deliverables.

20.3 The Supplier acknowledges that TELUS has implemented information security standards to protect the TELUS Data. Where the Supplier has access to the TELUS Data, the Supplier acknowledges and agrees to the following:

(a) Without limiting the Supplier’s obligation of confidentiality as further described herein, the Supplier shall be responsible for establishing and maintaining an information security program that is designed to: (i) ensure the security and confidentiality of the TELUS Data; (ii) protect against any anticipated threats or hazards to the security or integrity of the TELUS Data; (iii) protect against unauthorized access to or use of the TELUS Data; (iv) ensure the proper disposal of TELUS Data; and, (v) ensure that all subcontractors of the Supplier, if any, comply with all of the foregoing. In no case shall the safeguards of the Supplier’s information security program be less stringent than the information security safeguards used by TELUS as provided by TELUS to the Supplier for this purpose. The information security standards are Confidential Information of TELUS;

(b) TELUS shall have the right to review the Supplier’s information security program including the vulnerability assessment and management program, security roadmap and security features and developments for relevant products prior to the commencement of Services and from time to time during the term of this Agreement. During the performance of the Services, on an ongoing basis from time to time on reasonable written notice, TELUS, at its own expense, shall be entitled to perform, or to have performed, an on-site audit of the Supplier’s information security program. In lieu of an on-site audit, upon request by TELUS, the Supplier agrees to complete, within forty-five (45 days) of receipt, an audit questionnaire provided by TELUS regarding the Supplier’s information security program; and

Section 21 - INTENTIONALLY DELETED

Section 22 - ADDITIONAL PERFORMANCE OBLIGATIONS AND REMEDIES

22.1 In the event that a Deliverable ordered under a Statement of Work is not delivered by the Launch Date, except where the delay is caused by TELUS or Customer, the Supplier will grant monetary credits to TELUS based on the formula set out in the Statement of Work (if any), as compensation for the loss or damage suffered by TELUS or its Customer due to the Supplier’s failure to deliver by the Launch Date. TELUS may invoice the Supplier for such credited amounts and the Supplier will pay such invoiced amounts within thirty (30) calendar days of receipt of such invoice.

Section 23 - REPORTS AND REVIEWS

23.1 The Supplier will provide TELUS with reports and attend review meetings as described in a Statement of Work.

Section 24 - INDEMNIFICATION FOR INFRINGEMENT

24.1 The Supplier will, at its own expense, defend, indemnify and hold harmless TELUS, its Affiliates, the Customer and their respective Representatives against and from all third party Claims of Infringement and all Losses which TELUS, its Affiliates, the Customer or their respective Representatives may incur or suffer arising from, related to, or as a result of any such Claims. The Supplier will be bound by and Supplier will pay the amount of any settlement, compromise, determination or judgment so reached (regardless of whether or not there is an appeal pending) while the Supplier was conducting the defense of such Claims. TELUS will notify the Supplier in writing within a reasonable time after TELUS first receives written notice of any such Claim.

24.2 In the event an injunction or order is obtained against TELUS’ use of the Deliverables or any of their elements by reason of a Claim of Infringement, the Supplier will, at its expense and option:

(a) obtain a right to use such items or materials without obligation on the part of the TELUS to the owner of the allegedly infringed intellectual property rights;

(b) modify or replace such items or materials, without materially diminishing the functionality or performance thereof, to become non-infringing at Indemnitor’s sole expense; or

(c) if neither of the foregoing is possible, require that the TELUS discontinue the use of the infringing items or materials and refund to the TELUS all amounts paid to the TELUS to acquire infringing items or materials.

24.3 The Supplier’s obligation to indemnify TELUS for a Claim of Infringement under Section 24.1 will not apply to the extent that the Claim arose solely as a result of (i) use of the Deliverables by TELUS in combination with any third party products that (A) is not provided or approved by Supplier (including if such use is described, implied or contemplated in the Specifications, Documentation, design or otherwise under this Agreement in which cases such approval will be deemed to have occurred), and (B) does not reasonably constitute an intended or expected combination or use of the Deliverables, (ii) Supplier supplying the Deliverables or designing the Deliverables in accordance with any written design or special instructions provided by TELUS that are required by TELUS to be followed by the Supplier, unless there was another reasonable non-infringing way for the Supplier to comply with such design or instruction, (iii) modification of the Deliverables by TELUS without the Supplier’s authorization, unless such modification would constitute a reasonably intended modification by TELUS or is otherwise provided for in the Specifications or Documentation.

24.4 The Supplier acknowledges and agrees that TELUS may provide to the Customer, at no additional charge, the same intellectual property indemnity that the Supplier provided to TELUS as part of the purchase price and is as set out in this Section 24 -.

Section 25 - MUTUAL GENERAL INDEMNIFICATION

25.1 Subject to Section 26, each Party (an “Indemnitor”) will indemnify, defend and hold harmless the other Party and its Affiliates and Representatives, as applicable, (each, an “Indemnitee”) from any and all Losses, arising out of, under, or in connection with any Claim resulting from:

(a) an act or omission of the Indemnitor or its authorized subcontractors in its capacity as an employer of a person and arising out of or relating to: (i) Applicable Laws relating to the employment standards or labour relations of any employees; (ii) Applicable Laws for the protection of persons who are members of a protected class or category of persons, (iii) sexual discrimination or harassment, (iv) work related injury or death, and (v) any other aspect of the employment relationship or its termination (including claims for notice, pay in lieu of notice, severance or for breach of an express or implied contract of employment) and which, in all such cases, arose when the person asserting the claim, demand, charge, action, cause of action or other proceeding was or purported to be an employee of the Indemnitor, except to the extent an obligation with respect thereto has been assumed in writing by the Indemnitee;

(b) Claims made against the Indemnitee by reason of physical injury or death to any person or physical damage to or loss of tangible property caused by the negligent acts or omissions of the Indemnitor or its authorized subcontractors or otherwise due to the fault of the Indemnitor or its authorized subcontractors, including breach of the Agreement; and

Section 26 - LIMITATION OF LIABILITY

26.1 In no event will either Party, its Affiliates or their respective Representatives be liable for any indirect, consequential or special damages, including lost profits, arising out of or related to this Agreement even if such Party has been advised of the possibility of such damages, and regardless of the form of action.

26.2 The limitations in Section 26.1 and 26.4 do not apply with respect to liability for:

(a) the Supplier’s obligations pursuant to Section 24 -(Indemnification for Infringement) and Section 25.1 (Mutual General Indemnity);

(b) Losses for or related to physical harm to persons (including death) or property caused by the Supplier, its Affiliates or their respective Representatives;

(c) Losses arising from, related to, or as a result of a breach by a Party, its Affiliates or their respective Representatives of Section 16 (Confidential Information); and

(d) Losses to TELUS or its Affiliates arising from, related to, or as a result of a breach by the Supplier, its Affiliates or their respective Representatives of Section 17 (Protection of Personal Information); and

(e) Losses to TELUS or its Affiliates arising from, related to, or as a result of Gross Negligence or willful misconduct by the Supplier, its Affiliates or their respective Representatives.

26.3 Without limitation, the following shall be direct damages and will not be indirect, consequential or special damages:

(a) costs and expenses of implementing a work-around;

(b) costs and expenses incurred to correct, repair or replace the Deliverables or any part thereof;

(c) costs and expenses incurred to repair or replace any systems, data, information or other property lost, damaged or impaired; and

(d) costs and expenses incurred to procure replacement or corrected Deliverables from an alternate source.

26.4 Except as expressly contemplated herein, in no event shall Supplier’s maximum aggregate liability under this Agreement, whether in contract, tort (including, without limitation, negligence), for breach of statutory duty or howsoever arising, exceed [***] during [***].

Section 27 - INSURANCE

27.1 The Supplier will, without limiting its liability under this Agreement or its obligations under Applicable Laws, at its own expense, obtain and maintain in full force and effect prior to the commencement of provision of the Services and throughout the Term of this Agreement, the insurance coverage described in this Section 27 -including coverage for their officers, directors and employees.

(a) Commercial General Liability Insurance with a limit of [***] inclusive per occurrence and insuring against claims for bodily injury, personal injury, death, and property damage, including loss of use, arising out of the operations of the Supplier under this Agreement. Such insurance will include:

(i) Contractual liability, including this Agreement;

(ii) Products and completed operations liability;

(iii) Contingent employer’s liability; and

(iv) Cross liability or severability of interests clause.

The Commercial General Liability policy shall name TELUS and its directors, officers, employees and agents as additional insureds in respect of the Deliverables under this Agreement and shall be non-contributory and apply only as primary, and not as excess, to any other insurance available to TELUS.

(b) Automobile Liability Insurance with a limit of [***] inclusive per occurrence and insuring against claims for bodily injury, including death, and for property damage arising out of the use of the Supplier’s owned, leased and non-owned vehicles if such vehicles are used in the performance of this Agreement.

(c) Errors & Omissions Liability Insurance with a limit of [***] each claim covering damages arising out of acts, errors, or omissions of the Supplier in connection with performance of this Agreement.

(d) Privacy Liability and Cyber Risk Insurance with a limit of [***] each claim and annual aggregate and insuring against claims for, but not limited to, the theft, loss or unauthorized disclosure of personally identifiable non-public information, the alteration, corruption,

destruction, deletion or damage to data, transmission of malicious code or viruses, denial of service, data breach, intellectual property infringement and multimedia and advertising liability in connection with the Deliverables provided under this Agreement. Such insurance shall include coverage for notification costs and credit monitoring services.

(e) Workers’ Compensation Insurance in compliance with the laws and other statutory obligations imposed by the jurisdiction in which the Deliverables are being provided, whether federal, provincial, or state pertaining to the compensation of injured employees assigned to the Deliverables including voluntary compensation.

(f) Employer’s Liability Insurance with a limit of [***] per occurrence when any portion of the Deliverables are provided outside of Canada.

(g) Any other insurance required by Applicable Laws or that a prudent Supplier would obtain and maintain given the nature of Deliverables provided under this Agreement or that TELUS may reasonably request Supplier to obtain and maintain.

27.2 All insurance policies required pursuant to this Section 27 -will be in accordance with the following requirements:

(a) Insurance policies will contain a provision obligating the insurer to give TELUS [***] advance written notice of policy cancellation;

(b) Insurance shall be placed with insurers having an AM Best rating of [***] or better, or the equivalent, and which are licensed to provide insurance coverage in the jurisdictions in which the Deliverables will be conducted; and

(c) The products and completed operations endorsements required by paragraph 27.1(a), the Errors and Omissions Liability Insurance required by paragraph 27.1(c), and the Privacy Liability and Cyber Risk Insurance required by paragraph 27.1(d) shall be maintained on a continuous basis for [***] subsequent to the termination of this Agreement.

27.3 Any self-insured retention, deductibles, and exclusions in coverage in the policies required under this Section 27 -will be assumed by, for the account of, and at the sole risk of the Supplier and, to the extent applicable, will be paid by the Supplier.

27.4 The Supplier will deliver to TELUS up-to-date insurance certificates evidencing such required coverage before the commencement of provision of the Deliverables, within [***] of the renewal of any such policy, and otherwise from time to time as is reasonably required by TELUS, provided that TELUS has no obligation to examine such certificates or to advise the Supplier in the event its insurance is not in compliance with this Section 27 -

27.5 The Supplier will cause any subcontractors or sub-consultants of the Supplier to obtain and maintain the insurance coverage described in this Section 27 -including coverage for their respective officers, directors and employees.

27.6 Neither the providing of insurance by Supplier in accordance with the requirements of this Agreement nor the insolvency, bankruptcy or failure of any insurance company to pay any Claim accruing shall be held to waive any of the provisions of this Agreement with respect to the liability of Supplier or otherwise. The presence or absence of such insurance coverage as contemplated by this Agreement does not in any way decrease the Supplier’s liability owed to TELUS.

Section 28 - TERMINATION

28.1 TELUS may at any time, for any reason, terminate this Agreement or any or all Statements of Work upon thirty (30) calendar days prior written notice to the Supplier. During such thirty (30) day period, the Supplier will wind down provision of the applicable Services in the manner specified by TELUS, acting reasonably. In the event of any such termination, TELUS will pay to the Supplier, subject to the provisions in this Agreement relating to payment, the amounts due to the Supplier for Services satisfactorily performed up to the effective date of termination and Termination Charges (if any specified in a Statement of Work, provided that payment of such amounts will constitute TELUS’ entire liability and the Supplier’s sole remedy for such termination.

28.2 TELUS may terminate this Agreement or any or all Statements of Work, effective as of the date the Supplier receives written notice of termination from TELUS:

(a) if the Supplier or its Representatives breaches any material provision of this Agreement, unless the Supplier remedies the breach within fifteen (15) Business Days of receiving written notice of such breach from TELUS;

(b) if TELUS property is misused, damaged or destroyed by the Supplier or its Representatives or if TELUS deems TELUS’ property to be in danger of misuse, damage or destruction, unless the Supplier remedies the danger of or the actual misuse, damage or destruction within two (2) Business Days of receipt of written notice from TELUS of the danger of or the actual misuse, damage or destruction; or

(c) if the Supplier breaches Section 27 -of this Agreement (Insurance), unless the Supplier remedies the breach within forty-eight (48) hours of receiving written notice of such breach from TELUS.

28.3 In the event of any of the following events of default by or in respect of the Supplier, the Supplier will be deemed to have granted, effective as of the Business Day immediately prior to the occurrence of such event of default, an option to TELUS to terminate this Agreement:

(a) the Supplier becomes insolvent, is adjudged a bankrupt, makes a general assignment for the benefit of creditors, or takes the benefit of any law in force for insolvent persons;

(b) the Supplier ceases to carry on business as a going concern;

(d) the Supplier takes the benefit of any law in force for the winding up or liquidation of corporations or other entities.

TELUS will have the right, during the thirty (30) calendar day period following the date upon which TELUS receives actual notice of the event of default giving rise to the option, to exercise the option and to elect to terminate this Agreement by giving written notice to the Supplier that it is exercising the option.

28.4 The Supplier may terminate this Agreement, effective as of the date TELUS receives written notice of termination from the Supplier:

(a) if TELUS fails to pay undisputed material amounts owing to the Supplier pursuant to Section 11 -hereof, unless TELUS pays such undisputed amounts within fifteen (15) Business Days of receiving written notice of such non-payment from the Supplier;

(b) if TELUS materially breaches Section 17 -of this Agreement (Confidential Information) or materially infringes the Supplier’s intellectual property rights in the Supplier’s Pre-existing

Technology, unless TELUS remedies the breach or infringement within thirty (30) calendar days of receiving written notice of such breach or infringement from the Supplier;

(c) if TELUS becomes insolvent, is adjudged a bankrupt, makes a general assignment for the benefit of creditors, or takes the benefit of any law in force for insolvent persons;

(d) if TELUS ceases to carry on business as a going concern;

(e) if a receiver or manager is appointed for the business of TELUS; or

(f) if TELUS takes the benefit of any law in force for the winding up or liquidation of corporations or other entities.

28.5 Termination of this Agreement by a Party will not deprive such Party of any of its rights, remedies or actions against the other Party, at law or in equity.

28.6 Upon any termination of this Agreement all Statements of Work in effect will also terminate.

Section 29 - EFFECT OF TERMINATION OR EXPIRATION

29.1 Upon expiration or earlier termination of this Agreement or a Statement of Work each Party shall, subject to Section 29.5:

(a) promptly return to the other party, or certify the destruction of any of the following of the other party held in connection with the performance of this Agreement or the Deliverables:

i. all Confidential Information and Personal Information; and,

ii. any other data, programs, and materials; and,

(b) return to the other party, or permit the other party to remove, any properties of the other party then situated on such party’s premises.

In the case of TELUS Data, the Supplier shall, immediately upon termination of this Agreement or a Statement of Work, provide TELUS with a final export of the TELUS Data and shall certify the destruction of any TELUS Data within the possession of the Supplier. The parties agree to work in good faith to execute the foregoing in a timely and efficient manner. This Section shall survive the termination of this Agreement.

29.2 Upon expiry or termination of this Agreement, Supplier will promptly deliver to TELUS and delete, and provide, at TELUS’ request, certification by an officer of Supplier of such deletion, all at the Supplier’s own expense, all TELUS End User Data, information and materials in its possession or control.

29.3 Upon expiry or termination of any Statement of Work, TELUS will deliver to the Supplier, at TELUS’ own expense, all information and materials in its possession or control relating to such a Statement of Work that are the property of the Supplier.

29.4 Provided that this Agreement or the Statement of Work has not been terminated by the Supplier due to TELUS’ failure to pay any undisputed amount due to the Supplier, the Supplier will upon TELUS’ request provide to TELUS and/or to the supplier selected by TELUS (such supplier shall be known as the “Successor Supplier”) assistance reasonably requested by TELUS in order to effect the orderly transition of the applicable Deliverables, in whole or in part, to TELUS or to the Successor Supplier (such assistance shall be known as the “Termination Assistance Services”) during the one hundred and twenty (120) calendar day period prior to, and/or following, the expiration or termination of this Agreement or a Statement of Work, in whole or in part. Provided

that the Supplier and TELUS agree as to price (where applicable) and scope of the Supplier’s provisioning of Termination Assistance Services, such Termination Assistance Services may include:

(a) developing a plan for the orderly transition of the terminated or expired Services from the Supplier to TELUS or the Successor Supplier;

(b) providing reasonable training to TELUS staff or the Successor Supplier in the performance of the Deliverables then being performed by the Supplier;

(c) using commercially reasonable efforts to assist TELUS in acquiring any necessary rights to legally and physically access and use any third-party technologies and documentation then being used by the Supplier in connection with the Deliverables;

(d) using commercially reasonable efforts to make available to TELUS, pursuant to mutually agreeable terms and conditions, any third-party services then being used by the Supplier in connection with the Deliverables; and

(e) such other activities upon which the Parties may agree.

TELUS shall be responsible for all costs and expenses associated with the Termination Assistance Services, except in the event that Termination Assistance Services are required because TELUS terminates this Agreement for the Supplier’s breach in which case the Supplier shall be responsible for the costs associated with providing the Termination Assistance Services.

29.5 Supplier acknowledges that TELUS will have obligations to provide the Deliverables to Customers and Supplier hereby agrees, that upon expiry or termination of this Agreement: (a) TELUS shall not be permitted to provide the Deliverables to new Customers arising after the effective date of expiration or termination of this Agreement, and (b) TELUS shall have the right to continue to provide the Deliverables to then existing Customers upon the applicable terms and conditions of this Agreement for the duration of the unexpired term of the agreement with such Customer, including any renewal thereof by the Customer.

Section 30 - NOTICES

30.1 Any notice or other communication required or permitted to be delivered pursuant to this Agreement must be in writing and delivered by hand delivery, facsimile or pre-paid registered mail. Such notice or communication will be deemed to have been given (or received by the other Party) on the date when hand delivered or sent by confirmed facsimile transmission (if delivered or sent during the recipient’s regular business hours on a Business Day, and otherwise on the next Business Day), or three (3) Business Days after being sent by pre-paid registered mail to the other Party, at its address below:

(a) Notices to TELUS:

TELUS COMMUNICATIONS INC.

Address: 510 W Georgia Street, Vancouver, BC, V6B 0M3, Canada

E-mail Address: paul.fontaine@telus.com

Attention: Paul Fontaine

TELUS COMMUNICATIONS INC.

Address: 25 York Street, Toronto, ON, M5J 2V5, Canada

E-mail Address: ayushman.sen@telus.com

Attention: Ayushman Sen

Notices to the Supplier:

TELUS INTERNATIONAL (CDA) INC

Address: 7th Floor — 510 West Georgia Street,

Vancouver, BC

V6B 0M3

Email Address: michel.belec@telus.com

Attention: Chief Legal Officer

Either Party may from time to time change such address by written notice to the other Party delivered in accordance with this Section.

Section 31 - MISCELLANEOUS

31.1 Amendments. This Agreement may not be amended or modified except by written instrument signed by the Parties.

31.2 Assignment. Neither Party may assign this Agreement or any of its rights, benefits, warranties or obligations hereunder, in whole or in part, without the prior written consent of the other Party, which consent will not be unreasonably withheld, and any attempt to assign this Agreement, in whole or in part, without such prior written consent is void. Notwithstanding the foregoing, either party may at any time assign this Agreement and its rights, benefits, warranties and obligations hereunder, in whole or in part, to an Affiliate, or to any other entity that acquires all or substantially all of such party’s assets, without the other party’s consent.

31.3 Audit. No more than once per twelve (12) month period during the term of this Agreement, and for a period of three (3) years thereafter, and upon a twenty (20) day prior written notice, TELUS shall have the right to examine, at its own expense, through its own in-house personnel, or other designees, or independent third party, the Supplier’s Accounting Records, systems, reports and related data, and logs relating to the Deliverables (together, “Audit Records”) at any time during Supplier’s normal business hours, in a manner that reasonably tries to minimize inconvenience and disruption to the business operations of Supplier. Any information the TELUS receives or has access to during the course of the audit shall be and remain the Confidential Information of Supplier, and shall not be used by the TELUS for any purpose other than in relation to the Agreement or the Services, and shall not be disclosed by TELUS to any person, except with the prior written consent of Supplier or except where required by law. Without prejudice to the foregoing, the audit rights granted under this Agreement will not entitle the TELUS to have access to (i) information of other customers of Supplier or of any third party unrelated to the Deliverables provided under this Agreement; (ii) information concerning Supplier’s costs of providing the Services or any internal charges (other than any expenses passed through to the TELUS); (iii) information pertaining to Supplier’s procurement practices, profit and loss information; (iv) legally privileged information; (v) personal information about Supplier’ employees; (vi) copies of Supplier’s internal controls and security audits that do not expressly deal with the Deliverables, whether performed by Supplier or its external auditors; (vii) any data or information that is subject to non-disclosure obligations with third parties or imposed by applicable law; and/or (viii) any other information whatsoever which does not specifically and directly pertain to the provision of the Deliverables. TELUS will bear the cost associated with such audit unless the audit reveals that TELUS has been overcharged by more than seven (7%) percent by the Supplier in which case the Supplier will bear such cost. The Supplier will promptly refund to TELUS any overpayment disclosed by the audit and TELUS will promptly pay the Supplier the amount of any underpayment disclosed by the audit. Performance of any audit by TELUS or its auditors will not release the Supplier from any of its obligations under this Agreement.

31.4 Counterparts. This Agreement may be signed in counterparts and delivered by facsimile or e-mailed PDF file. Each such counterpart will constitute an original document and the counterparts, taken together, will constitute one and the same instrument.

31.5 Cumulative Remedies. The rights, powers and remedies of the Parties under this Agreement are cumulative and not alternative, except as otherwise expressly specified in this Agreement.

31.6 Currency. All references in this Agreement to dollars will be to Canadian dollars unless otherwise indicated in this Agreement (including a Statement of Work or Service Schedule).

31.7 Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the Deliverables, and supersedes all prior agreements, understandings, negotiations, representations and discussions whether oral or in writing pertaining to the Deliverables.

31.8 Enurement. This Agreement will enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

31.9 Force Majeure. Delays in or failure of performance by either Party under this Agreement will not constitute a default or give rise to any claim for damages if and to the extent caused by a Force Majeure event. A Party seeking relief from its obligations under this Agreement based on a Force Majeure event must promptly give notice of such event to the other Party. In the event that the Supplier claims a Force Majeure event, TELUS may, in its sole discretion:

(a) terminate the Agreement or one or more affected Statements of Work if the Force Majeure event continues for more than thirty (30) calendar days;

(b) authorize the Supplier to complete the performance of the Deliverables with such adjustments as are required by the existence of the Force Majeure event and are agreed upon by both Parties; or

(c) suspend all Services to be provided pursuant to this Agreement or to one or more affected Statements of Work for the duration of the Force Majeure event. Upon resolution of the Force Majeure event, TELUS will advise the Supplier, in writing, that work can be resumed and the Supplier will use commercially reasonable efforts to promptly resume the work. Any adjustments to be made to the work schedules due to the suspension of Services will be agreed upon by both Parties.

31.10 Further Assurances. Each Party will from time to time and at all times do such further acts and execute and deliver such further documents as may be reasonably required in order to evidence, carry out and give full effect to the terms, conditions, intent and meaning of this Agreement.

31.11 Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and the Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia. Venue will be in Vancouver, British Columbia. The Parties specifically exclude the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods to this Agreement.

31.12 Legal Fees. In any suit or proceeding relating to this Agreement the prevailing party will have the right to recover from the other costs and reasonable fees and expenses of lawyers, accountants, and other professionals incurred in connection with the suit or proceeding, including costs, fees and expenses upon appeal, provision is intended to be severable from the other provisions of this Agreement, and shall survive expiration or termination and shall not be merged into any such judgment.

31.13 Headings. The headings contained in this Agreement are for convenience of reference only and will not affect the construction or interpretation of this Agreement.

31.14 Inconsistencies. In the event of any inconsistencies or conflicts between the terms of the main body of this Agreement and the terms of any schedules, appendices, Statements of Work, or of any other documents attached to and forming part of this Agreement, the terms of the main body of this Agreement will prevail, unless otherwise specifically stated in the main body of this Agreement.

31.15 Interpretation. In this Agreement:

(a) the words including and includes are not intended to be limiting and will mean “including without limitation” or “includes without limitation” as the case may be;

(b) wherever in this Agreement the context so requires, the singular number will include the plural number and vice versa;

(c) any rule of construction to the effect that ambiguity is to be resolved against the drafting Party will not be applicable in the interpretation of this Agreement; and

(d) any references to a statute will be deemed to be a reference to such statute and to the regulations made pursuant to it, with all amendments made to such statute and regulations and in effect from time to time, and to any statute or regulation that may be passed which has the effect of supplementing or superseding such statute or regulations.

31.16 Language. The Parties acknowledge that they have expressly required that this Agreement and all related documents be drafted in the English language. Les parties reconnaissent avoir expressément exigé que le présent convention et tous les documents connexes soient rédigés en langue anglaise.

31.17 Notice of Non-Compliance. Without limiting any other obligation of the Supplier or any right or remedy of TELUS under this Agreement, the Supplier will notify TELUS in writing as soon as possible upon becoming aware of any material potential or actual material non-compliance by the Supplier of its obligations under this Agreement, including any potential or actual failure to meet milestones.

31.18 Publicity. Neither Party will at any time use the name, trade-marks or trade names of the other Party or its Affiliates in any advertising or publicity without the other Party’s prior written consent.

31.19 Non Solicitation. Each party agrees that, during the period beginning on the Effective Date and ending six (6) months after the expiration or earlier termination of this Agreement, it will not (without the prior written consent of the other party) employ or engage any Representative of the other party (excluding subcontractors) that has been materially involved in the activities contemplated by this. Notwithstanding the foregoing, neither party shall be in breach of the foregoing if it employs or engages a Representative of the other party as a result of a solicitation of a general nature, such as advertising in a newspaper, web or other mass media advertising.

31.20 Relationship. Each Party is an independent contractor and this Agreement does not create or imply any agency, partnership, or other joint relationship between the Parties, and does not authorize either Party to bind or obligate the other in any way.

31.21 Severability. If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, in any circumstance, the remainder of this Agreement, and the application of such provision in any other circumstances, will not be affected.

31.22 Survival. Any provisions of this Agreement which expressly or by their nature are intended to survive termination of this Agreement, including the sections titled Definitions; Representations, Warranties and Covenants; Confidential Information; Protection of Personal Information; Indemnification for Infringement; Liability and Indemnification for Negligence, Misconduct and Breach; Limitation of Liability; Termination; Effect of Termination; Notices; and Miscellaneous will continue in full force and effect subsequent to and notwithstanding such termination, until such provisions are satisfied or by their nature expire.

31.23 Waiver. No waiver will be deemed to have been made unless expressed in writing and signed by the Party against which such waiver is to be asserted. No delay or omission on the part of any Party in exercising any right or privilege under this Agreement will operate as a waiver thereof. A waiver of any provision of this Agreement will not be deemed to waive the same provision thereafter, or any other provision of this Agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives, on the dates specified below.

TELUS INTERNATIONAL (CDA) INC.		TELUS COMMUNICATIONS INC.

Per:		Per:
	Authorized Signature		Authorized Signature


	Name (print or type)		Name (print or type)


	Title		Title


	Date		Date

Agreement# MA-2018-0574

SCHEDULE “A” - STATEMENT OF WORK

TO AGREEMENT # MA-2018-0574

APPENDIX “B1” TO SCHEDULE “A”

CHANGE ORDER FORM

APPENDIX “B2” TO SCHEDULE “A”

TELUS ACCEPTANCE FORM

SERVICES/DELIVERABLES/INTERIM MILESTONES

SCHEDULE “B” - HOLIDAY SCHEDULE

TO AGREEMENT # MA-2018-0574

SCHEDULE “C” — RATE CARD

TO AGREEMENT # MA-2018-0574

SCHEDULE “D” — TAX INFORMATION

TO AGREEMENT # MA-2018-0574

SCHEDULE “E” — OMITTED INTENTIONALLY

SCHEDULE “F” — SERVICE SCHEDULE

TO AGREEMENT # MA-2018-0574

Exhibit 10.4

NETWORK INFRASTRUCTURE SERVICES AGREEMENT

BETWEEN

TELUS COMMUNICATIONS INC.

- AND –

TELUS COMMUNICATIONS (U.S.) INC.

- AND –

TELUS INTERNATIONAL (CDA) INC.

- AND –

TELUS INTERNATIONAL HOLDING (U.S.A.) CORP.

January 1, 2021

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION		2

1.1	Definitions	2

1.2	Gender, Number, Etc.	8

1.3	Baseline Service Schedules	8

1.4	Currency	8

1.5	Article and Section Headings	8

1.6	Consents	8

1.7	General Interpretation	8

1.8	Schedules	9

1.9	Priority of Documents	9

ARTICLE 2 STATEMENT OF OBJECTIVES		9

2.1	Statement of Objectives	9

ARTICLE 3 TERM AND MINIMUM TERM		10

3.1	Term and Minimum Term	10

ARTICLE 4 SERVICES		11

4.1	Services	11

4.2	Standard of Services	11

4.3	TIDS Performance Credits	12

4.4	Non-Exclusive	12

4.5	New Services	12

ARTICLE 5 CHANGE IN SERVICES		13

5.1	Change in Services	13

5.2	Change Request	13

5.3	Change Orders	14

ARTICLE 6 FEES		15

6.1	Guiding Principles in Establishing the Fees	15

6.2	Fees	16

6.3	Invoicing and Payment	16

6.4	Fee Disputes	17

6.5	Taxes and Regulatory Fees	17

6.6	Foreign Exchange Conversion	18

6.7	Set-Off	18

6.8	Maintenance of Records	18

ARTICLE 7 MINIMUM SPEND COMMITMENT		19

7.1	Minimum Spend Commitment	19

ARTICLE 8 RELATIONSHIP MANAGEMENT AND METHODS OF OPERATION		21

8.1	Governance Process	21

8.2	Methods of Operation	21

ARTICLE 9 POLICIES, REGULATIONS AND CODES		21

9.1	TELUS Policies and Codes	21

9.2	Security Policies and Regulations	22

ARTICLE 10 OTHER OBLIGATIONS		22

10.1	Disaster Recovery / Business Continuity	22

ARTICLE 11 DISPUTE RESOLUTION		23

11.1	Dispute Resolution Process	23

11.2	Reliability - Performance Notwithstanding Dispute	24

ARTICLE 12 INTELLECTUAL PROPERTY		24

12.1	Ownership of Intellectual Property	24

12.2	Residual Knowledge	24

ARTICLE 13 AUDIT		25

13.1	Audits	25

13.2	Compliance	26

ARTICLE 14 INSURANCE		26

14.1	Insurance	26

ARTICLE 15 CONFIDENTIALITY, ACCESS AND SECURITY		28

15.1	Definitions	28

15.2	Exchange of Confidential Information	29

15.3	Exclusions	29

15.4	Disclosure to Representatives	30

15.5	Compelled Disclosure	30

15.6	TI Data	30

15.7	Remedies	31

15.8	Return of Confidential Information	31

ARTICLE 16 PROTECTION OF PERSONAL INFORMATION		31

16.1	Definitions	31

16.2	Protection of Personal Information	32

16.3	No Conflict	34

ARTICLE 17 TERMINATION		35

17.1	Termination for Convenience	35

17.2	Termination for Cause	35

17.3	Termination for Major Business or Technology Change	35

17.4	Termination for Insolvency	36

17.5	Legal or Regulatory Activity	36

17.6	Orderly Termination	36

17.7	Effect of Termination	37

ARTICLE 18 USE OF THE SERVICES		37

18.1	Usage Restrictions	37

18.2	Other Components	38

18.3	Damage Originating from TI	38

18.4	Restriction or Suspension of Services	38

ARTICLE 19 WARRANTIES		39

19.1	Disclaimer	39

ARTICLE 20 INDEMNITIES		39

20.1	General Indemnification	39

20.2	Additional Indemnification by TI	40

20.3	Indemnification Procedures	40

ARTICLE 21 LIMITATION OF LIABILITY		40

21.1	Exclusion of Liability	40

21.2	Limitation of Liability	40

21.3	Force Majeure	41

ARTICLE 22 GENERAL		42

22.1	Assignment	42

22.2	Subcontracting	42

22.3	Relationship of Parties	43

22.4	No Advertising	43

22.5	Governing Law	43

22.6	Notice	43

22.7	Waiver	44

22.8	Severability	45

22.9	Cumulative Remedies	45

22.10	Survival	45

22.11	Entire Agreement	45

22.12	Counterparts	45

22.13	Further Assurances	45

NETWORK INFRASTRUCTURE SERVICES AGREEMENT

THIS AGREEMENT is made effective as of January 1, 2021 (the “Effective Date”).

BETWEEN:

TELUS COMMUNICATIONS INC., a corporation created under the Laws of the Province of British Columbia, having its registered office at 7th Floor, 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3,

(“TCI”)

- and -

TELUS COMMUNICATIONS (U.S.) INC., a corporation created under the Laws of the State of Delaware, having its registered office at 1209 Orange Street, Wilmington, DE 19801,

(“TC U.S.”)

- and -

TELUS INTERNATIONAL (CDA) INC., a corporation incorporated under the Laws of the Province of British Columbia, having a place of business at 25 York Street, Toronto, Ontario, M5J 2V5,

(“TI CDA”).

TELUS INTERNATIONAL HOLDING (U.S.A.) CORP., a corporation incorporated under the Laws of the State of Delaware, having its registered office at 2711 Centerville Road, Wilmington, DE 19808,

(“TIHUS”)

WHEREAS TI CDA is a leading global provider of innovative information technology and business process outsourcing solutions;

AND WHEREAS TCI and TC U.S. provide a wide range of communications products and services to customers;

AND WHEREAS TCI and TI CDA have an existing services relationship whereby TELUS currently provides certain administrative and support services and certain managed telecommunications and information technology services to TI CDA under a Shared Services Agreement between TCI (legal successor in interest to TELUS Communications Company) and TI CDA dated effective April 1, 2016 (the “Bluebook SSA”) and a Shared Services Agreement (MITS Support) between TCI and TI CDA dated effective April 1, 2020 (the “Poplar SSA”);

AND WHEREAS TCI and TI CDA are entering to a Transition and Shared Services Agreement dated effective January 1, 2021 that replaces the Bluebook SSA, insofar as it applies to the above referenced administrative and support services, and terminates the Poplar SSA;

AND WHEREAS the Parties wish to document the continued sale and provision of the above referenced managed telecommunications and information technology services and the sale and provision of other telecommunications and information technology services to TI CDA and TIHUS;

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the Parties agree as follows:

ARTICLE 1
INTERPRETATION

1.1 Definitions

(b) “Agreement” means this agreement entitled “Network Infrastructure Services Agreement” and all Schedules attached as of, or added following, the Effective Date.

(c) “Agreement Coordinators” means the Agreement Coordinators named by the Parties in connection with the Governance Process, as further described in Schedule 8.1.

(d) “Baseline Services” means the Services covered under the Baseline Service Schedules.

(e) “Baseline Service Schedules” has the meaning set forth in Section 1.3.

(f) “Business Day” means any day on which banks are open in Vancouver, British Columbia for the transaction of business.

(g) “Change” means any change, variation or amendment to a Service (excluding temporary fluctuations in usage levels and excluding any termination, in whole or in part, of a Service in accordance with the terms of this Agreement), and includes the addition of a New Service.

(h) “Change Management Procedures” has the meaning set forth in Section 5.1.

(i) “Change Order” has the meaning set forth in Section 5.3(a).

(j) “Change Proposal” has the meaning set forth in Section 5.2(a).

(k) “Change Request” has the meaning set forth in Section 5.1.

(l) “Co-Located Hosting Services” means the Co-Located Hosting Services specified in Service Schedule A-3 – Co-Located Hosting Services.

(m) “Confidential Information” has the meaning set forth in Section 15.1(a).

(n) “Contract Year” means, in the case of the first Contract Year, the period starting on the Effective Date and ending on December 31 of the same calendar year, and with respect to each subsequent Contract Year, the period from January 1 to December 31.

(o) “Control” and its derivatives mean, with regard to any Person that is not an individual, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interests, by contract or otherwise.

(p) “Data” means the representation of information or computer instructions in a formalized manner suitable for interpretation or processing including, without limitation, any information set forth in hard copy document or stored on disk, magnetic media, or other storage media together with any combination or organization thereof.

(q) “Disclosing Party” has the meaning set forth in Section 15.1(b).

(r) “Dispute” has the meaning set forth in Section 11.1(a).

(s) “Dispute Notice” has the meaning set forth in Section 11.1(b).

(t) “Dispute Resolution Process” means the process for resolving a Dispute, as described in Article 11.

(u) “Effective Date” has the meaning set forth in the Preamble.

(v) “Event of Force Majeure” has the meaning set forth in Section 21.3(a).

(w) “Executive Committee” means the Executive Committee named by the Parties in connection with the Governance Process, as further described in Schedule 8.1.

(x) “Fees” means the amounts set forth in Schedule A or in any Service Schedule as charges for the Services to be rendered under this Agreement, together with any other amounts payable by TI under this Agreement.

(y) “final resolution” has the meaning set forth in Section 6.1.

(z) “General Performance Standards” has the meaning set forth in Section 4.2(a).

(aa) “Governance Process” means the governance process outlined in this Agreement and Schedule 8.1.

(bb) “Governmental Authority” means (i) any governmental or public department, central bank, court, minister, governor-in-counsel, cabinet, commission, committee, tribunal, board, bureau, agency, commissioner or instrumentality, whether international, multinational, federal, provincial, state, municipal, county, local or other; (ii) any subdivision or authority of any of the above; and (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

(cc) “Indemnitee” has the meaning set forth in Section 20.1.

(dd) “Indemnitor” has the meaning set forth in Section 20.1.

(ee) “Initial MSC” means forty-seven million nine hundred thousand (CAD $47,900,000.00) Canadian dollars.

(ff) “Initial MSC Floor” means thirty-five million nine hundred thousand (CAD $35,900,000.00) Canadian dollars.

(gg) “Initial Term” has the meaning set forth in Section 3.1(a).

(jj) “Legal or Regulatory Activity” has the meaning set forth in Section 17.5.

(kk) “Losses” means all losses, liabilities, fines, damages and claims (including Third Party Claims) and all related costs and expenses (including any and all reasonable lawyers’ and other professionals’ fees and reasonable costs of investigation, litigation, settlement, judgment, interest and penalties).

(ll) “Minimum Spend Commitment” or “MSC” has the meaning set forth in Section 7.1(a).

(mm) “Minimum Term” means the period of time during which TI subscribes to a Service or the Services, as set out in Section 3.1(a).

(nn) “MSC Eligible Spend” has the meaning set forth in Section 7.1(b).

(oo) “MSC Floor” means the Initial MSC Floor, as adjusted from time to time in accordance with this Agreement.

(pp) “New TIDS Customer” means a customer of TI for TIDS services contracted after April 1, 2020.

(qq) “New Services” means any proposed services to be provided by TELUS to TI which are not described in Schedule A as of the Effective Date. For clarity, a proposed increase in volume of a Service (including the delivery of an existing Service to a new TI location) which is then described in Schedule A will not be considered New Services and will be handled through the Change Management Procedures.

(rr) “Parties” means TCI, TC U.S. and TI.

(ss) “Performance Standards” means the General Performance Standards and the TIDS Performance Standards.

(tt) “Person” means any individual, corporation, partnership, Governmental Authority, association or unincorporated organization.

(uu) “Personal Information” has the meaning set forth in Section 16.1.

(vv) “proposed adjustment” has the meaning set forth in Section 6.1

(ww) “Proprietary Materials” means any work product, software (including programming code, such as source code and object code), systems, data, modules, tools, methodologies, analysis, frameworks, specifications, reports, drawings, documentation, manuals, solution construction aids, interfaces, advertising and marketing materials, formula, designs, models, drawings and inventions, including all methods and processes, business or otherwise.

(xx) “Receiving Party” has the meaning set forth in Section 15.1(c).

(yy) “Regulatory Fees” means fees required by Governmental Authorities or applicable Laws in support of any statutory or regulatory programs, established by Law now in force or enacted in the future with respect to the supply of the Services provided by TELUS under this Agreement. Regulatory Fees shall be in addition to, but shall not include, Taxes.

(zz) “Renewal Term” has the meaning set forth in Section 3.1(a).

(aaa) “Representatives” means with respect to either Party, each of its directors, officers and employees.

(bbb) “Schedules” has the meaning set forth in Section 1.8, and includes any other schedules mutually agreed in writing by the Parties and signed by an authorized signatory for each Party.

(ccc) “Service Coordinators” means the Service Coordinators named by the Parties in connection with the Governance Process, as further described in Schedule 8.1.

(ddd) “Service Components” means the facilities, equipment, software, systems, processes and documentation used by TELUS to provide the Services.

(eee) “Service Level Payment Obligation” has the meaning set forth in Section 4.3.

(fff) “Service Order” means as between TELUS and TI, an order for Service made between them under an applicable Service Schedule. Service Orders shall be in a format that has been approved by the Parties and shall be submitted or delivered and processed in accordance with TELUS’ standard service ordering procedures. Where a Service Order contains terms and conditions that have been accepted by the Parties, such terms and conditions shall only apply to those Services to which the Service Order relates and shall be deemed to supplement the terms and conditions contained herein and in the relevant Service Schedule.

(ggg) “Services” means the services described in Schedule A and including any services, functions and responsibilities that are necessarily incidental to or customarily provided as part of the Services (whether or not expressly described in Schedule A) and including any New Service or any Change that is approved by the Parties pursuant to the terms of this Agreement.

(hhh) “Taxes” means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Authority, including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all license, franchise and registration fees and all employment insurance, health insurance and Canada, Quebec and other government pension plan premiums or contributions and (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Authority on or in respect of amounts of the type described in clause (i) above or this clause (ii). Taxes shall be in addition to, but shall not include, Regulatory Fees.

(iii) “TELUS” means: (a) TCI in the case where a Service, or part of a Service, is provided to TI CDA using Service Components located in Canada or elsewhere (excluding the United States); and (b) TC U.S. in the case where a Service, or part of a Service, is provided to TIHUS using Service Components located in the United States. As it relates to each Service, or part of a Service, that is provided to TI CDA using Service Components located in Canada or elsewhere (excluding the United States), this Agreement is deemed to be solely between TI CDA and TCI, with TCI being (i) entitled to the TELUS rights and

benefits, and (ii) responsible for performance of the TELUS obligations and promises, under this Agreement, as they apply to such Service. As it relates to each Service, or part of a Service, that is provided to TIHUS using Service Components located in the United States, this Agreement is deemed to be solely between TIHUS and TC U.S., with TC U.S. being (i) entitled to the TELUS rights and benefits, and (ii) responsible for performance of the TELUS obligations and promises, under this Agreement, as they apply to such Service.

(jjj) “TELUS Indemnified Parties” means TELUS and its partners and Affiliates (other than the TI Group) and its and their respective officers, directors and employees.

(kkk) “Term” has the meaning set forth thereto in Section 3.1(a).

(lll) “Termination for Default” means a termination for cause of a Service in accordance with the terms of Section 17.2.

(mmm) “Termination for Force Majeure” means a termination by TI of a Service in accordance with the terms of Section 21.3.

(nnn) “Termination for Major Business or Technology Change” means a termination by TI of a Service in accordance with the terms of Section 17.3.

(ooo) “Third Party(ies)” means any Person other than the Parties or their respective Affiliates.

(ppp) “Third Party Claims” means claims made by Third Parties against TELUS Indemnified Parties or against TI Indemnified Parties.

(qqq) “TI” means: (a) TI CDA in the case where a Service, or part of a Service, is provided to TI CDA by TCI using Service Components located in Canada or elsewhere (excluding the United States); and (b) TIHUS in the case where a Service, or part of a Service, is provided to TIHUS by TC U.S. using Service Components located in the United States. As it relates to each Service, or part of a Service, that is provided to TI CDA using Service Components located in Canada or elsewhere (excluding the United States), this Agreement is deemed to be solely between TCI and TI CDA, with TI CDA being (i) entitled to the TI rights and benefits, and (ii) responsible for performance of the TI obligations and promises, under this Agreement, as they apply to such Service. As it relates to each Service, or part of a Service, that is provided to TIHUS using Service Components located in the United States, this Agreement is deemed to be solely between TC U.S. and TIHUS, with TIHUS being (i) entitled to the TI rights and benefits, and (ii) responsible for performance of the TI obligations and promises, under this Agreement, as they apply to such Service.

(rrr) “TIDS” means the digital services business operated by TI (formerly called the TELUS MITS business).

(sss) “TIDS Performance Standards” has the meaning set forth in Section 4.2(b).

(ttt) “TI Data” has the meaning set forth in Section 15.6(a).

(uuu) “TI Group” means TI and all Persons Controlled by TI.

(vvv) “Transferred TIDS Customers” has the meaning set forth in Section 4.2(b).

(www) “TI Indemnified Parties” means TI and the other members of the TI Group, and its and their respective officers, directors and employees.

1.2 Gender, Number, Etc.

In this Agreement, words importing the singular include the plural and vice versa, and words importing gender include all genders.

1.3 Baseline Service Schedules

The Service Schedules listed in Schedule 1.3 (the “Baseline Service Schedules”) have been agreed to by the Parties as of the Effective Date.

1.4 Currency

All references to money amounts in this Agreement or in any Schedule, unless otherwise specified, shall be to Canadian currency, where the Services are delivered in Canada or elsewhere (excluding the United States).

All references to money amounts in this Agreement or in any Schedule, unless otherwise specified, shall be to Canadian currency, where the Services are delivered in the United States.

1.5 Article and Section Headings

1.6 Consents

Where either Party has a right of consent or approval in respect of any matter in connection with this Agreement, it shall not (except as otherwise specified in this Agreement) unreasonably withhold such consent or approval and shall endeavour to respond to the other Party’s request for such consent or approval in a timely manner. Where this Agreement provides that the Parties are to mutually agree upon certain procedures, standards or details, including in connection with Change requests, they shall at all times act reasonably, co-operatively and in good faith.

1.7 General Interpretation

The use of the terms “including” or “include” means “including, without limitation” or “include, without limitation,” respectively. The Parties acknowledge and agree that they have mutually negotiated the terms and conditions of this Agreement and that any provision with respect to which an issue of interpretation or construction arises will not be construed to the detriment of the drafter on the basis that such Party was the drafter, but will be construed according to the intent of the Parties as evidenced by the entire Agreement.

1.8 Schedules

Schedule A	Services
Schedule A-1	Service Schedule — Business Internet Bundles Service
Schedule A-2	Service Schedule — Business Long Distance Services
Schedule A-3	Service Schedule — Co-Located Hosting Services
Schedule A-4	Service Schedule — Internetworking Services
Schedule A-4	Service Schedule — ISDN-PRI Services
Schedule A-6	Service Schedule — Managed Private MPLS WAN Service
Schedule 1.3	Baseline Service Schedules
Schedule 8.1	Governance
Schedule 9.1	TELUS Policies and Codes

1.9 Priority of Documents

In the event of any conflict or inconsistency between:

(a) the Sections of this Agreement and Schedule A (including the Service Schedules), Schedule A (including the Service Schedules) shall prevail over the Sections of this Agreement, and

(b) the Sections of this Agreement and any other Schedule, the Sections of this Agreement shall prevail over such Schedule;

provided however that in all cases, to the extent feasible, the provisions of such schedules and the body of this Agreement shall be construed in a consistent manner.

ARTICLE 2
STATEMENT OF OBJECTIVES

2.1 Statement of Objectives

The Parties agree that the primary objectives and guiding principles of their contractual relationship under this Agreement are as follows:

(a) to foster a relationship characterized by good faith cooperation, openness, transparency and mutual value achievement;

(b) to enhance operational efficiency; and

(c) to ensure that the Fees payable pursuant to this Agreement are determined on an arm’s length/fair market basis, in line with competitive prices for similar services under similar conditions between unrelated parties, taking into account any adjustments that may be appropriate in light of the particular terms of this Agreement, provided that if arm’s length

pricing information is not available, the full cost recovery approach (including both direct costs and indirect overhead costs) shall govern.

ARTICLE 3
TERM AND MINIMUM TERM

3.1 Term and Minimum Term

(a) This Agreement is effective as of the Effective Date and, unless terminated earlier as provided in this Agreement, shall continue in effect until the tenth (10th) anniversary of the Effective Date (the “Initial Term” and, together with any Renewal Term, the “Term”). The Initial Term shall automatically be extended for successive one (1) year terms (each, a “Renewal Term”) unless either Party gives written notice of non-extension to the other Party at least ninety (90) days prior to the end of the Initial Term or then-current Renewal Term.

(b) The Minimum Term for each Service at a Service Address is specified in the Service Schedule or Service Order that applies to the Service. Unless otherwise specified in the Service Schedule or Service Order, the Minimum Term for all Services at a Service Address begins on the date all units of all Services at the Service Address have been installed by TELUS.

(c) Unless otherwise specified in the Service Schedule each Service being provided by TELUS to TI at a Service Address as of the Effective Date is being contracted as of the Effective Date on a month to month basis. Unless otherwise specified in the Service Schedule or Service Order any other Service provided at a Service Address after the Effective Date will be contracted for the Minimum Term indicated in the Service Schedule or Service Order and automatically continue after the Minimum Term on a month-to-month basis on the same terms and conditions. Where a Service is being provided on a month to month basis:

(i) TELUS may terminate that Service at the Service Address by giving ninety (90) days’ advance notice to TI, and

(ii) TELUS may change the charges applicable to that Service at the Service Address, by giving one hundred and twenty (120) days’ advance notice to TI.

(d) Expiration or termination of a particular Service will not, in and of itself, result in the termination of any other Service or of this Agreement. If any Minimum Term for any Service extends beyond the expiration of the Term of this Agreement, it is the intention of the Parties that, notwithstanding any such expiration of this Agreement, this Agreement shall remain in full force and effect but only as to the Service so affected and only until the

expiration of the Minimum Term specified in the applicable Service Schedule or Service Order.

ARTICLE 4
SERVICES

4.1 Services

(b) Each Service provided hereunder shall be the subject of a service schedule (“Service Schedule”) under Schedule A that shall include applicable service terms and conditions which shall specify or reference, at a minimum, the following: (i) Service description; (ii) Fees; (iii) term commitments and utilization requirements, if any, applicable to the Services; (iv) service acceptance procedures, if any; (v) service level agreements, if any; and (vi) early termination charges or liabilities, if any.

4.2 Standard of Services

(a) TELUS shall provide the Services to TI substantially in accordance with the following general performance standards (collectively, the “General Performance Standards”):

(i) TELUS shall provide the Services diligently and in an efficient and business-like manner that is consistent, in all material respects, with the manner and level of care with which such Services are being provided by TELUS to TI as at the Effective Date.

(ii) TELUS shall allocate priority and resources to the rendering of the Services to substantially the same degree and in substantially the same manner which TELUS allocates priority and resources to the operations of other TELUS customers who receive services from TELUS that are similar to the Services (excluding, for such purposes, any service-level agreements specifically negotiated with such other TELUS customers providing for customer-specific service levels or performance standards), unless otherwise specified in Schedule A; and

(iii) Each Service shall be provided to the same or similar performance standard which TELUS maintains for similar services which it provides to the operations of other TELUS customers who receive services from TELUS that are similar to the Services (excluding, for such purposes, any service-level agreements specifically negotiated with such other TELUS customers providing for customer-specific service levels or performance standards).

(b) Without limiting the generality of Section 4.2(a), in addition to Section 4.2(a), TELUS shall provide Co-Located Hosting Services to TI substantially in accordance with the following performance standards (collectively, the “TIDS Performance Standards”):

(i) With respect to [***], TELUS shall provide the applicable Co-Located Hosting Services in the same manner and in accordance with the performance standards set out in each of the contracts for [***]; and

(ii) With respect to any New TIDS Customer, TELUS shall provide the applicable Co-Located Hosting Services to TI in accordance with any specific performance standards which may be agreed to from time to time by TI and TELUS in writing for a particular customer; provided, however, that until TI and TELUS have agreed to such standards, TELUS shall provide the Co-Located Hosting Services in accordance with Section 4.2(a).

(c) Each calendar year during the Term of this Agreement, TI and TELUS shall, through the Governance Process, review the allocation of priority and Performance Standards and elements of each Service and discuss service goals for the ensuing year.

4.3 TIDS Performance Service Credits

To the extent TELUS fails to meet any TIDS Performance Standard set out in this Agreement, and where such failure results in TI paying out a service credit or other form of service penalty to a Transferred TIDS Customer (a “Service Level Payment Obligation”), TELUS shall reimburse TI for the applicable Service Level Payment Obligation in proportion to TELUS’ relative responsibility with respect to the Performance Standard failure; provided however that the total of all such reimbursements, if any, during the Term will not exceed an amount equal to twelve (12) months’ worth of Fees for the Service(s) for which such failures relate even where as a result of the failures TI pays out service credits or other forms of service penalty to one or more Transferred TIDS Customers which is in excess of such amount.

4.4 Non-Exclusive

4.5 New Services

If TI elects to procure New Services from TELUS, TI shall make such request using the Change Management Procedures and the New Services shall be contracted using the Change Management Procedures. Such New Services (including without limitation the description and Fees) will be described in a draft service schedule prepared by TELUS. When the draft service schedule has been agreed to by the Parties, it will become a Service Schedule forming part of this Agreement under Schedule A.

ARTICLE 5
CHANGE IN SERVICES

5.1 Change in Services

At any time, either Party may request a Change. All Changes must be initiated through the change management procedures set forth in this Article 5 (the “Change Management Procedures”), unless otherwise specified herein, by submitting to the other Party a written notice including all relevant information reasonably required for the proper consideration of such Change (each, a “Change Request”).

Where TI is requesting the addition of Services, under a Service Schedule, such Services may be described in a Solution Details document which will be added to the Agreement to the applicable Service Schedule using the Change Order process set out below.

Notwithstanding the foregoing, any changes where the applicable Service Schedule expressly excludes the Change Order process set forth below or provides for an alternative Change Order process or means to document an applicable change (i.e. Solution Details document, Service Order or amendment) are not subject to the change management procedures set forth in this Article 5.

5.2 Change Request

Following the delivery of a Change Request, the following provisions will apply:

(a) upon receipt of a Change Request from TI, TELUS will prepare a proposal (the “Change Proposal”) within the earlier of: (i) fifteen (15) Business Days (or such longer or shorter period of time as agreed to by the Parties), or (ii) where the Change Request relates to a service being provided by TI under a contract with a Transferred TIDS Customer a number of Business Days which allows TI to comply with any mandated timeframe in the applicable contract with the Transferred TIDS Customer for providing a proposal to the Transferred TIDS Customer, which timeframe TI will communicate to TELUS as part of the Change Request.

The Change Proposal will include a description of the impact of the proposed Change on the following (to the extent applicable having regard to the nature of the proposed Change):

(i) the cost to implement the Change;

(ii) the time required to implement the Change;

(iii) any revisions to the rights and obligations of the Parties under this Agreement relating to the Services affected by the Change;

(iv) a description of the Services to be provided, assuming implementation of the Change;

(v) any changes to the Performance Standards;

(vi) any increase or decrease to the Fees; and

(vii) any other relevant matter related to this Agreement that will be materially impacted.

(b) If TELUS initiates the Change Request, then TELUS will prepare and include a Change Proposal with the Change Request.

(c) Any Change Proposal with respect to New Services will include a detailed description of any transitional or preparatory activities (including the acquisition or upgrading by TELUS of assets for use in Canada or the United States and the hiring or re-deployment by TELUS of employees or consultants) required in order to implement the New Services, and the incremental costs associated with such activities. The Parties hereby acknowledge and agree that in no circumstance will TELUS be required to acquire or hold assets outside of Canada or the United States for purposes of this Agreement. To the extent that such costs would not have been incurred by TELUS were it not for the implementation of the New Services, and to the extent that they are not otherwise factored into the Fees payable for the New Services, then, if and to the extent that the Change Proposal is approved by TI and the New Services are implemented, TELUS may require that they be reimbursed by TI, in whole or in part, on a cost-recovery basis, without markup.

(d) TI will provide TELUS with a written response to the Change Proposal within (i) ten (10) Business Days (or such longer or shorter period of time as agreed to by the Parties) of receipt of the Change Proposal from TELUS, or (ii) where the Change was initiated by TI and relates to a service being provided by TI under a contract with a Transferred TIDS Customer, a number of Business Days which allows the parties to comply with any mandated timeframe in the contract with the Transferred TIDS Customer for implementation, which timeframe TI will communicate to TELUS as part of its written response, indicating TI’s approval of the Change Proposal, its rejection of the Change Proposal (indicating its reasons), the terms of a counter proposal acceptable to TI or notice of additional time required by TI to consider the Change Proposal.

5.3 Change Orders

(a) A Change Request will become a “Change Order” when the requirements of the procedures to consider such Change Request set out in this Article 5 have been satisfied, and the Change Request is approved by the Parties, where such approval is required pursuant to this Article 5.

(b) If the Parties proceed with a Change Order (whether as the result of a Change Request ), then the Change Order will constitute an amendment to this Agreement and/or the applicable Schedule. From and after the effective date of a Change Order, this Agreement including any applicable Schedule will be interpreted as having been amended by the Change Order.

(c) Any Dispute with respect to a Change, including but not limited to any Fee adjustment required as a result of a Change, shall be treated as a Dispute and dealt with in accordance with the Dispute Resolution Process, up to but not including arbitration.

ARTICLE 6
FEES

6.1 Guiding Principles in Establishing the Fees

The Fees payable by TI to TELUS pursuant to this Agreement have been and shall be established on an arm’s length/fair market value basis, in line with competitive prices for similar services under similar conditions between unrelated parties, taking into account any normalizing adjustments that may be appropriate to take account of the particular deal terms contained herein. To the extent that comparable third party pricing information was or is not available, the Fees for the applicable Services have been and shall be established on a full cost-plus recovery basis (including direct costs and indirect overhead costs).

If TELUS and TI subsequently mutually determine, or if a Governmental Authority issues, or proposes to issue, assessments or reassessments of additional liability for Taxes or in respect of any other matter by reason of asserting that any Fee paid hereunder is less than or greater than the price that would have been agreed to between persons dealing at arm’s length (a “proposed adjustment”), then the relevant Fee shall be increased or decreased as necessary but only to the extent that the Fee so revised is (a) acceptable to the Parties hereto, or (b) established by the Governmental Authority or a court of competent jurisdiction (after all relevant objection or appeal rights have been exhausted or all time periods for appeal have expired without appeals having been taken) to be the price that would have been agreed to between persons dealing at arm’s length (a “final resolution”). Where any Fee paid hereunder relates to a Service that is resupplied by a Party to a non-resident, any proposed adjustment or final resolution in respect of the Service that is resupplied to a non-resident shall be taken into account in determining the amount of any proposed adjustment or final resolution with respect to that Service under this paragraph. Each Party agrees to promptly notify the other Party of the details of (i) any proposed adjustment issued by the Governmental Authority, and (ii) any final resolution of any such proposed adjustment (including in each case in respect of a resupply of a Service by a Party to a non-resident).

6.2 Fees

(a) In consideration of TELUS providing the Services, TI shall pay to TELUS the Fees set forth in Schedule A, subject to adjustment in accordance with Section 6.1, Section 6.3 and Section 6.4, and all applicable Taxes and Regulatory Fees. Except as otherwise specified in any Service Schedule under or addendum to Schedule A that is agreed to pursuant to the Change Management Procedures describing New Services, the first invoice for any New Service will include the one-time charges, if any, set forth in the applicable Change Order, as described in Section 5.2(c).

(b) TI shall reimburse TELUS for actual out-of-pocket expenses which are reasonable and necessary for TELUS to incur in order to perform the Services in question, provided that such payments shall not exceed the limits, if any, set forth in the applicable portion of Schedule A, and provided that TELUS submits reasonable supporting documentation with respect to such pass-through expenses.

(c) Except for the Fees and other charges expressly provided for in this Agreement, and except as otherwise set forth in Schedule A, TI shall not be responsible for any fees, charges or expenses incurred by TELUS. Except as otherwise expressly provided in this Agreement, each Party will be responsible for its cost of providing all facilities, personnel, training, supplies and other resources as are necessary to perform its obligations under this Agreement.

6.3 Invoicing and Payment

(a) TELUS and TI agree that:

(i) where the Services are delivered in Canada or elsewhere (excluding the United States), all applicable invoices will be denominated and delivered by TELUS in Canadian dollars and invoiced amounts will be paid by TI in Canadian dollars; and

(ii) where the Services are delivered in the United States, all applicable invoices will be denominated and delivered by TELUS in Canadian dollars and invoiced amounts will be paid by TI in Canadian or United States dollars,

in accordance with Section 6.3(b) below.

(b) Within fifteen (15) Business Days after the end of each month, or at such other time as may be agreed in the applicable Service Schedule, TELUS shall deliver an invoice to TI by email or any other method agreed to by the Parties, for the Services covered in a Service Schedule and delivered by TELUS in the immediately preceding month. TI shall, subject to Section 6.4, pay the amount due in full, without deduction or set-off, within sixty (60) days following receipt of the invoice, by electronic funds transfer or any other means mutually acceptable to the Parties. TI shall pay a late payment charge of 2% per month (compounded to 26.82% per year), calculated from the billing date, on any amounts not received by TELUS by the due date.

6.4 Fee Disputes

(a) If TI wishes to dispute an invoice, it shall do so through the Dispute Resolution Process. TI shall promptly advise TELUS of the amount of the invoice that TI considers to be in Dispute, together with a reasonably detailed description of the Dispute, and will promptly pay any undisputed portion.

(b) Payment by TI shall not preclude TI from contesting any Fees TI believes to be improper or incorrect; and acceptance by TELUS of any partial payment will not constitute a waiver by TELUS of any claim that it may have to receive full payment of the applicable amount. Any such claims, whether by TI or by TELUS, shall be dealt with pursuant to Section 6.4(a) or the Dispute Resolution Process.

6.5 Taxes and Regulatory Fees

(a) The Fees do not include any Taxes or Regulatory Fees payable by TI under this Agreement.

(d) TELUS will specify in writing to TI any applicable tax registration numbers and any other information required under applicable Laws.

to agree to any Tax election or to any Change in the structuring of the Fees (or any other Change) requested by the other Party if and to the extent that such Party reasonably believes that such Tax election or Change could have material adverse Tax consequences for it.

6.6 Foreign Exchange Conversion

If TI pays any invoiced amount to TELUS in United States dollars, in accordance with Section 6.3(a)(ii), TELUS will convert the payment from TI from United States currency to Canadian currency to determine whether the invoiced amount has been paid in full. For such calculation TELUS will use the Bloomberg United States to Canadian currency exchange rate posted at the close of business on the applicable due date. At TELUS’ discretion, or where the Bloomberg rate is not available, TELUS may use the applicable Bank of Canada exchange rate, or if not available, the equivalent rate from a commonly used online converter selected by TELUS which is available through the Internet, such as www.Oanda.com.

In connection with determining MSC Eligible Spend for the purposes of Sections 7.1(d) and (h), TELUS will convert any MSC Eligible Spend received from TIHUS in United States dollars from United States currency to Canadian currency in order to create a consolidated MSC Eligible Spend amount expressed in Canadian dollars. For such calculation TELUS will use the Bloomberg United States to Canadian currency exchange rate posted at the close of business on the last day of the Initial Contract Period or Contract Year for which the MSC Eligible Spend relates, as applicable. At TELUS’ discretion, or where the Bloomberg rate is not available, TELUS may use the applicable Bank of Canada exchange rate, or if not available, the equivalent rate from a commonly used online converter selected by TELUS which is available through the Internet, such as www.Oanda.com.

6.7 Set-Off

TI may, upon written notice to TELUS, set off and deduct, from any amounts payable to TELUS under this Agreement, any undisputed amounts payable to TI by TELUS. The failure by TI to set off or deduct any amount under an invoiced payment will not constitute a waiver of TI’s right of set off, deduct or collect such amount.

6.8 Maintenance of Records

ARTICLE 7
MINIMUM SPEND COMMITMENT

7.1 Minimum Spend Commitment

(a) TI hereby commits to an aggregate minimum spend during the first five (5) Contract Years (the “Initial MSC Period”) equal to the Initial MSC, subject to adjustment as provided in this Agreement (such amount, as adjusted from time to time in accordance with this Agreement, the “Minimum Spend Commitment” or “MSC”). The MSC represents an aggregate spend amount for all Services provided to TI by TELUS, and is not allocated or broken down by country, region or Service. Where the Agreement is terminated by TI for cause pursuant to Section 17.2 or Section 17.4, prior to the end of the fifth (5th) Contract Year, the MSC will be pro-rated based on the actual number of days the Agreement was in effect prior to such event.

(b) All Fees properly allocable (from an accounting perspective) as revenue to TELUS from TI (which for clarity includes revenue from both TI CDA and TIHUS) in respect of the Initial MSC Period, irrespective of the timing of the delivery, receipt or payment of the invoice (including, for purposes of this Section 7.1, amounts, if any, paid directly by TI to authorized subcontractors of TELUS) constitute eligible amounts for the satisfaction of the MSC for such period (collectively, the “MSC Eligible Spend”), subject to the following:

(i) Fees for increased volumes of contracted Services during the Initial MSC Period qualify as MSC Eligible Spend for such period but will not trigger an increase in the MSC;

(ii) Taxes and Regulatory Fees paid by TI do not qualify as MSC Eligible Spend;

(iii) service level credits, if any, issued in the Initial MSC Period will not be taken into account for the purposes of calculating MSC Eligible Spend (i.e. when calculating MSC Eligible Spend, the Fees paid by TI for a Service will not be adjusted by the amount of any service level credits issued in respect of such Service); and

(iv) for clarity, termination charges paid by TI to TELUS under this Agreement during the Initial MSC Period will qualify as MSC Eligible Spend.

(c) The Initial MSC and Initial MSC Floor represents approximately 60% and 45% respectively of TI’s Services spend with TELUS as of the Effective Date.

(d) Within [***] following the end of the Initial MSC Period, TELUS will calculate the MSC Eligible Spend for such period and if the MSC Eligible Spend is less than the MSC (unless and solely to the extent that such deficiency is a result of a Termination for Default or a Termination for Force Majeure), TI will pay to TELUS an amount equal to [***] of the difference between the MSC Eligible Spend and the MSC. Subject to Section 7.1(e), the obligation to pay such invoiced amount will be TI’s sole liability for any such failure to meet the MSC and upon payment of the invoiced amount TI will be deemed to have satisfied the MSC for the Initial MSC Period.

TELUS shall adjust the MSC on a dollar-for-dollar basis for any Termination for Default, Termination for Force Majeure or Termination for Major Business or Technology Change, in each case where such termination relates to a Baseline Service, which has occurred during the Initial MSC Period.

In addition, TELUS shall adjust the MSC on a dollar-for-dollar basis where: (i) TI ceases to subscribe for a Service as a result of TELUS discontinuing the Service to its customers generally; and (ii) TI does not subscribe for a Service to replace the discontinued Service with comparable Fees to the discontinued Service.

Any MSC adjustment required pursuant to this paragraph (d) will be calculated as follows: TELUS shall adjust the MSC by decreasing the MSC by an amount equal to the reasonably projected reduction in Fees related to such Baseline Service for the remainder of the Initial MSC Period resulting from the termination of such Baseline Service. The reasonably projected reduction shall be calculated based on the average volume for the terminated Baseline Service up to the time of calculating the adjustment, , irrespective of actual volume in the Contract Year of termination or the projected volume for such Service during the remainder of the Initial MSC Period.

(e) The Parties hereby establish an MSC Floor.

(f) Any adjustments to the MSC for Termination for Major Business or Technology Change can never result in the MSC being lower than the MSC Floor; if the result of the adjustments for Termination for Major Business or Technology Change would result in the MSC being lower than the MSC Floor, then the MSC will be deemed to be equal to the MSC Floor. Notwithstanding the foregoing, where Services are terminated pursuant to a Termination for Default or a Termination for Force Majeure, and as a result of such termination, the Fees constituting MSC Eligible Spend were below the MSC Floor, TELUS will adjust the MSC Floor, on a dollar-for-dollar basis, based on the amount by which such termination caused the MSC Eligible Spend to fall below the MSC Floor.

(g) The adjustments to the MSC described in Section 7.1(d) shall be calculated in the following order:

(i) adjustments for Termination for Default, Termination for Force Majeure or TELUS discontinuing Services; and

(ii) adjustments for Termination for Major Business or Technology Change.

For clarity, where the MSC has been adjusted, TELUS will conduct the next annual MSC review using the new MSC, with such new MSC being subject to adjustment in accordance with this Section 7.1.

(h) TELUS will track the status of the MSC Eligible Spend on an annual basis and report the amount to TI within [***] of the end of the Contract Year. TELUS will calculate all applicable MSC and MSC Floor adjustments in accordance with this Article 7 within [***] following the event giving rise to the adjustment. Upon calculating such adjustments,

TELUS will provide written notice of the adjustments to TI for review and approval, together with the underlying calculations used to determine the adjustments.

(i) [***] prior to [***] of the Effective Date, provided that TI CDA is still an Affiliate of TCI, the Executive Committee will meet and discuss in good faith the applicability and terms of the MSC and MSC Floor for the remaining [***] term of this Agreement. If the Executive Committee is unable to reach agreement within [***] of the [***] of the Effective Date the matter will be escalated to an applicable Senior Vice-President of each of TELUS and TI for determination.

ARTICLE 8
RELATIONSHIP MANAGEMENT AND METHODS OF OPERATION

8.1 Governance Process

(i) clearly understand their responsibilities under the Agreement;

(ii) work co-operatively together over the Term; and

(iii) have a governance structure that is practical, timely and effective.

The Agreement Coordinators will submit their written recommendations for improvements, if any, to the Governance Process to the Executive Committee for approval. Once approved, TELUS will prepare within thirty (30) days a Change Order which documents the approved improvements.

8.2 Methods of Operation

Operating procedures, if any, for the Services will be mutually agreed in writing upon by the Parties. Details of such operating procedures will be set forth in the applicable Service Schedule or a joint operating agreement. It is understood that the joint operating agreement may change from time to time by written agreement of the Parties.

ARTICLE 9
POLICIES, REGULATIONS AND CODES

9.1 TELUS Policies and Codes

TELUS shall, in delivering the Services to TI, comply with applicable TELUS written policies and codes listed in Schedule 9.1 and any other written policies and codes made available to TELUS

9.2 Security Policies and Regulations

(a) Without limiting the generality of Section 9.1, each Party and its Representatives and subcontractors will at all times comply with all security policies and regulations applicable to the other Party’s premises, facilities, systems and data, of which such Party is made aware. In the event that any Representative or subcontractor of a Party fails to comply with such policies and regulations, the other Party may prohibit such Representative or subcontractor from using or accessing the applicable premises, facilities, systems or data and, in the case of TELUS Representative or subcontractor, TELUS will immediately remove such individual from the provision of Services pursuant to this Agreement. Further, if in the sole opinion of a Party, any of the Representatives or subcontractors of the other Party are deemed to present a security risk to such Party, such Party may immediately terminate such individual’s access to its premises, facilities, systems and/or data and/or the premises, facilities, systems and/or data of its customers. Notice of such action will be provided to the other Party as soon as reasonably practicable. Any TELUS Representatives removed from the provision of the Services or whose access to TI’s premises, facilities, systems or data or the premises, facilities, systems or data of TI’s customers (including TI’s TIDS customers) is terminated pursuant to this Section will be replaced by TELUS with regard to the provision of the Services within three (3) Business Days of such removal or termination.

(b) Subject to applicable Law and except as otherwise set forth in Schedule A, TELUS will conduct, at its own expense, background and security checks for all of TELUS’ Representatives who will be engaged in providing Services under this Agreement and will cause each subcontractor to conduct such checks on those of its employees who will be engaged in providing subcontracted services. The Parties may agree to supplement or modify the requirements of such policies in Schedule A or any other schedule. Prior to allowing a TELUS Representative to commence providing Services, or a subcontractor representative to commence providing subcontracted services, TELUS must have received a confirmed clear background and security check (meaning no criminal convictions and no criminal charges pending) in accordance with this Section for such individual.

ARTICLE 10
OTHER OBLIGATIONS

10.1 Disaster Recovery / Business Continuity

In addition to any additional disaster recovery, crisis management and business continuity plans and procedures that may be set forth in Schedule A with respect to the Services, TELUS shall, for all Services, maintain and comply with reasonable disaster recovery, crisis management and business continuity plans and procedures designed to help ensure that it can continue to provide the Services in accordance with this Agreement in the event of a disaster or other significant event that might otherwise impact its operations.

ARTICLE 11
DISPUTE RESOLUTION

11.1 Dispute Resolution Process

(a) The Parties agree to use good faith efforts to resolve any dispute, controversy or claim relating to or arising from or related to this Agreement including any provision of the Schedules (in each case, a “Dispute”), in accordance with the Dispute Resolution Process set forth in this Article 11. In the case of a Dispute in respect of a particular Service, TELUS and TI will first attempt in good faith to resolve such Dispute informally through their Service Coordinators, as set forth in Schedule A. If the Service Coordinators are not able to resolve such Dispute within ten (10) Business Days or such other time period as may be set forth in Schedule A, either Party may commence the formal Dispute Resolution Process under this Article 11.

(c) If the Agreement Coordinators are unable to resolve the Dispute within ten (10) Business Days of the meeting referred to in Section 11.1(b) above, either TELUS or TI may refer the matter to the Executive Committee by written notice to the Executive Committee in accordance with Schedule 8.1. The Executive Committee will meet as often as reasonably required and each Party will provide any information reasonably required by the Executive Committee related to the Dispute, with the objective of resolving the Dispute. If the Executive Committee is unable to resolve the Dispute within ten (10) Business Days of the referral of the Dispute, or within any other delay as may be agreed between the Parties, either Party may, by written notice to the other Party, refer the Dispute to binding arbitration as set out below.

(d) Any Dispute which cannot be settled in accordance with Sections 11.1(a) to 11.1(c) above, shall be exclusively settled in accordance with this Section 11.1(d) to the exclusion of the courts, subject to the exceptions contained at Section 11.1(e).

arbitration shall be shared equally by the Parties, unless otherwise decided by the arbitrator.

(e) Notwithstanding any provision contained in this Agreement to the contrary, the Parties agree that the Dispute Resolution Process set forth in this Article 11 shall not apply in circumstances where:

(i) the claimant is seeking a temporary restraining order or other immediate injunctive relief;

(ii) a Third Party has brought a claim in court against one Party, who wishes to implead the other Party in such proceeding, except with the consent of such Third Party; or

(iii) the dispute relates to Claims in respect of Intellectual Property, whether initiated by Third Parties or by a Party.

The Parties further agree that Section 11.1(d) shall not apply in circumstances where this Agreement specifically references arbitration as not being applicable.

11.2 Reliability - Performance Notwithstanding Dispute

The Parties agree that, in light of the paramount importance of the reliability of the Services, in order to fulfil the Customer First obligations of the Parties, except where clearly and unambiguously prevented by the nature of the matter that is the subject of the Dispute and without limiting either Party’s rights of termination under Article 17, each of the Parties shall continue performing their respective obligations under this Agreement (including payment of Fees in the case of TI and the performance of Services in the case of TELUS) while the Dispute is being resolved, unless and until such obligations are terminated or expire in accordance with the provisions of the body of this Agreement or Schedule A, as applicable. For greater certainty, each of the Parties agrees that only the specific item that is the subject of the Dispute shall be subject to the Dispute Resolution Process under this Article 11 (for example, if a portion of an invoice is disputed by TI, only the disputed amount will be subject to the Dispute Resolution Process and TI will be required to pay the non-disputed amount).

ARTICLE 12
INTELLECTUAL PROPERTY

12.1 Ownership of Intellectual Property

All right, title and interest in any and all Intellectual Property Rights resulting or based on any Services provided by TELUS to TI hereunder shall be owned exclusively by TELUS. All right, title and interest, and all Intellectual Property Rights, in any Service Components used to provide the Services shall be, and remain, with TELUS, or its suppliers or licensors.

12.2 Residual Knowledge

Nothing contained in this Agreement shall restrict either Party from the use of any know-how, concepts, or modifications of concepts, methodologies, processes, technologies, algorithms or

techniques relating to the Services which either Party, individually or jointly, develops or discloses under this Agreement, provided that in doing so such Party does not breach its confidentiality obligations specified in this Agreement or infringe the Intellectual Property Rights of the other Party.

ARTICLE 13
AUDIT

13.1 Audits

(a) During the Term and for a period of twelve (12) months after the end of the Term, (but not more than once in any calendar year) TELUS will provide TI and any internal or external auditor appointed by TI, upon seven (7) days prior written notice from TI, with reasonable access to all relevant books and records in order to conduct audits in order to verify:

(i) TELUS’ calculation of the Fees and other charges payable by TI (including providing access to all raw Data from which such reports are compiled);

(ii) any pass-through expenses charged by TELUS to TI under this Agreement and the Schedules; and

(iii) TELUS’ compliance with privacy and protection of Personal Information obligations under this Agreement.

(b) Subject to applicable confidentiality requirements, TELUS shall, as part of the Services, provide to TI and its auditors any assistance that they may reasonably require in connection with an audit. TELUS shall use all reasonable efforts to arrange its affairs, relationships and agreements in such a way that TI and its auditors can conduct their activities as permitted by this Section.

(c) Audits will be conducted at TI’s expense (except for TELUS’ internal time, which shall be at its own cost and expense) unless such audit reveals a net discrepancy in favour of TI of greater than 5% in respect of amounts that were charged under this Agreement in respect of the time period examined, in which case TELUS shall reimburse TI for all reasonable out-of-pocket costs incurred by it in connection with such audit, subject to the provision by TI of reasonable supporting documentation.

(d) If the proposed auditor is a Third Party, the auditor shall be required to enter into a non-disclosure agreement in a form to be agreed between the Parties, which shall include at least the same level of non-disclosure obligations as those contained in this Agreement. Without limiting the generality of the foregoing: (i) the form of non-disclosure agreement shall provide that all information obtained through the audit will be considered to be confidential information which cannot be disclosed or used by the auditor for any purpose other than the audit; and (ii) if the proposed auditor is a direct competitor of TELUS, it shall be a requirement that the staff members of the auditor establish a confidentiality screen to the satisfaction of TELUS, acting reasonably, to prevent the internal disclosure by the audit staff of the auditor to the staff which are carrying on the competitive activity.

(e) No audit shall relieve TELUS from its obligations to comply with the provisions of this Agreement.

13.2 Compliance

(a) TI will provide TELUS with a copy, which at TI’s option may be a redacted copy, of any report produced in connection with an audit conducted by TI under this Agreement. TELUS shall respond in writing to any deficiencies noted in the report within thirty (30) days of receipt of the report. If any audit reveals that TELUS is not in compliance with this Agreement or any applicable generally accepted accounting principle, TELUS shall promptly bring itself into compliance, and shall complete and communicate in writing to TI for TI’s approval a plan for timely resolution of the deficiencies identified.

(b) If, as a result of any such audit, it is determined that there have been reporting errors, including both undercharges and overcharges, and the net result of such errors is an amount owing by one Party to the other, then TELUS shall promptly pay to TI, or TI shall promptly pay to TELUS, as applicable, the amount owing. Notwithstanding the foregoing, a Party shall not be obligated to make an adjustment payment to the other Party under this Section unless the net discrepancy is greater than 5% (in which case it will be obligated to make a payment for the entire amount of the discrepancy, not only the excess over such 5% threshold).

(c) Upon request, TELUS will provide evidence of stated compliance and accreditation, certificates, attestations, or reports resulting from accredited independent third party audits conducted by TELUS such as ISO 27001, CSAE 3416, SOC 2. Where applicable, the accredited independent third-party audits will occur, at the frequency required by the relevant standard to maintain applicable Services stated compliance and accreditation.

ARTICLE 14
INSURANCE

14.1 Insurance

(a) TELUS will, without limiting its liability under this Agreement or its obligations under applicable Laws, at its own expense, obtain and maintain in full force and effect prior to the commencement of provision of the Services and throughout the Term, the following insurance coverage, including coverage for its officers, directors and employees:

(i) Commercial General Liability Insurance, on an occurrence basis having a limit of [***] inclusive per occurrence and in the aggregate for products and completed operations, and insuring against claims for bodily injury, personal injury, death, and property damage, including loss of use, arising out of the operations of TELUS under this Agreement. Such insurance will include the following:

(A) Blanket written contractual liability;

(B) Products and completed operations liability;

(D) Cross liability or severability of interests clause; and

(E) Contingent employer’s liability.

The Commercial General Liability policy shall include TI and its directors, officers, employees and agents as additional insureds but only with respect to liability arising out of TELUS’ operations under this Agreement. Such insurance shall contain a provision whereby the insurers will endeavour to provide TI [***]notice of cancellation.

(iii) Technology, media and professional liability insurance having limits of [***] each claim and in the annual aggregate insuring against claims arising out of any negligent act, error or omission, or any unintentional breach of contract, in rendering or failure to render services under this Agreement. Such policy shall also insure against claims for (1) the theft, loss or unauthorized disclosure of personally identifiable non-public information; (2) a security breach that results in the alteration, corruption, destruction, deletion or damage to data; the failure to prevent transmission of malicious code; or a denial of service attack; and (3) infringement of copyright or infringement of trade dress or trademark, service mark or service name. The policy shall also include coverage for notification costs, defense costs and crisis management, forensic and investigative expenses.

(v) Employer’s Liability Insurance of [***]when any portion of the Services is provided by TELUS employees primarily based outside of Canada.

(b) The products and completed operations endorsements required by Section 14.1(a)(i) and the Technology, Media and Professional Liability insurance required by 14.1(a)(iii) shall be maintained on a continuous basis for [***] subsequent to termination of this Agreement.

(c) Any self-insured retention, deductibles, and exclusions in coverage in the policies required under this Article 14 relating to risks for which TELUS is responsible pursuant to the terms of this Agreement will be assumed by, for the account of, and at the sole risk of TELUS and, to the extent applicable, will be paid by TELUS.

(d) The limits of insurance required hereunder may be provided through any combination of primary, umbrella and excess policies.

(e) TELUS will deliver to TI up-to-date insurance certificates evidencing such required coverage before the commencement of provision of the Services, within fifteen (15) days of the renewal of any such policy, and otherwise from time to time as is reasonably required by TI, provided that TI has no obligation to examine such certificates or to advise TELUS in the event its insurance is not in compliance with this Article 14.

(f) All insurance required to be obtained by TELUS under this Article 14 shall be placed with insurers having an AM Best rating of “A-” or better, or the equivalent, and which are licensed to provide insurance coverage in the jurisdictions in which the Services will be conducted.

(g) TELUS, unless otherwise agreed in writing by TI, will cause any subcontractors or sub-consultants of TELUS to obtain and maintain reasonable levels and types of insurance that a prudent subcontractor or sub-consultant would maintain given the nature of services they may provide in connection with this Agreement and including coverage for their respective officers, directors and employees.

(h) Neither the providing of insurance by TELUS in accordance with the requirements of this Agreement nor the insolvency, bankruptcy or failure of any insurance company to pay any claim accruing shall be held to waive any of the provisions of this Agreement with respect to the liability of TELUS or otherwise. The presence or absence of such insurance coverage as contemplated by this Agreement does not in any way decrease TELUS’ liability owed to TI.

ARTICLE 15
CONFIDENTIALITY, ACCESS AND SECURITY

15.1 Definitions

(a) “Confidential Information” means all information which can reasonably be considered to be confidential and proprietary, whether transmitted electronically or in written form, relating to the business, operations, processes or technology of the Disclosing Party or any of its Affiliates, which shall include but not be limited to all data, reports, interpretations, financial statements, forecasts and records containing or otherwise reflecting information concerning the Disclosing Party or any of its Affiliates which the Receiving Party or its Representatives may receive from the Disclosing Party in connection with this Agreement, including Proprietary Materials, business and marketing strategies (including pricing policies, cost and profit information, customer information, supplier information), product development plans, information relating to the design of equipment or facilities or products, trade secrets, together with other documents, which contain or otherwise reflect information regarding the Disclosing Party and/or any of its Affiliates. This Agreement is part of the Confidential Information, and constitutes joint Confidential Information of both TI and TELUS.

(b) “Disclosing Party” means the Party disclosing the Confidential Information or on behalf of whom Confidential Information is disclosed to the Receiving Party.

(c) “Receiving Party” means the Party receiving Confidential Information and such of its Representatives as may receive Confidential Information on its behalf.

15.2 Exchange of Confidential Information

Confidential Information shall remain the sole and exclusive property of the Disclosing Party that has disclosed the Confidential Information and the Disclosing Party shall retain all right, title and interest in and to the Confidential Information it has disclosed to the Receiving Party except as may be provided otherwise in Article 12 (Intellectual Property). The Receiving Party shall at all times maintain the Confidential Information in strict confidence, and shall use and copy the Confidential Information solely to carry out the activities contemplated by this Agreement and shall not otherwise use or copy the Confidential Information for any purpose including achieving any other commercial or financial benefit. In addition, the Receiving Party shall not, subject to Section 15.3 below, publish, disseminate or disclose the Confidential Information to others without the Disclosing Party’s prior written consent. Each Party shall comply with all requirements of applicable Law concerning the protection, security and segregation of Confidential Information.

15.3 Exclusions

The Receiving Party’s obligations under Section 15.2 shall not apply to information which:

(d) is or becomes public knowledge through no fault or omission of, or breach of this Agreement by, the Receiving Party or its Representatives; or

(f) subject to Section 15.5 (Compelled Disclosure) below, is required to be disclosed pursuant to a final judicial or governmental order or other legal process or requirements of any stock exchange or securities regulatory authorities or Law.

15.4 Disclosure to Representatives

15.5 Compelled Disclosure

15.6 TI Data

(a) Without limiting the generality of Section 15.1, all Data provided by TI to TELUS and all data created by TELUS in connection with the Services, other than TELUS’ back office data (such as TELUS’ human resources, financial and administrative data and correspondence), whether prepared by TELUS, TI or a Third Party in any form (collectively, the “TI Data”) will at all times remain the exclusive property of TI. Except as otherwise expressly approved by TI, TELUS:

(i) shall not use TI Data other than in connection with providing the Services; and

(ii) shall not sell, assign, lease or otherwise commercially exploit TI Data.

15.7 Remedies

The Receiving Party agrees that damages alone may not be a sufficient remedy in the event of breach of the provisions of this Article 15 and that the Disclosing Party shall be entitled to equitable relief, including a restraining order, injunctive relief, specific performance and/or other relief as may be granted by any court to prevent breaches of this Article 15 and to enforce specifically the terms and provisions hereof in any action instituted in any court having subject matter jurisdiction, in addition to any other remedy to which the Disclosing Party may be entitled at Law or in equity in the event of any breach of the provisions hereof. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Article 15 but shall be in addition to all other remedies available at law or in equity.

15.8 Return of Confidential Information

(a) TI shall not be obligated to return to TELUS any Confidential Information included in Proprietary Materials of TELUS licensed to TI; and

(b) TELUS may, subject to the terms of this Article 15, keep a copy of any Confidential Information that is reasonably required by TELUS to fulfill or demonstrate that it has fulfilled its obligations under this Agreement.

ARTICLE 16
PROTECTION OF PERSONAL INFORMATION

16.1 Definitions

For the purposes of this Article and elsewhere in this Agreement:

(a) “Personal Information” means information that:

(i) is about an identifiable individual, including information that either TELUS or TI can associate with, or relate back to, an identifiable individual; and

(ii) is disclosed or transferred by TI to TELUS pursuant to this Agreement or is otherwise collected or compiled by TELUS in the performance of the Services;

(b) “Privacy Laws” means all privacy legislation applicable to TELUS or TI in the course of Processing Personal Information in connection with the Services; and

(c) “Processing” or “Process” means the collection, use, modification, retrieval, disclosure, storage, anonymization, deletion, and management of Personal Information.

16.2 Protection of Personal Information

TELUS agrees that:

(a) in providing the Services, it shall comply with Privacy Laws;

(e) TELUS shall advise its Representatives receiving Personal Information of the obligations of TELUS respecting confidentiality that are contained in this Article 16 and in Article 15 (Confidential Information);

(i) TI has consented in writing to such disclosure or transfer, which consent TI may withhold in its absolute discretion; and

(ii) TELUS has obtained the written agreement of the third party to comply with all of the terms of this Article 16 with respect to Personal Information disclosed or transferred to it or otherwise collected or compiled by it;

(m) TELUS shall immediately forward to the TI Privacy Office: (i) any enquiry by any individual relating to, among other things, access to, or the amendment of, any Personal Information, or (ii) any complaint received by TELUS relating to the Processing of Personal Information, and TELUS shall promptly comply and fully cooperate with all instructions of TI, as it may reasonably require, in responding to such enquiry or complaint;

(o) if TELUS is required or becomes compelled by a Law or a judicial, regulator or administrative order to disclose any Personal Information, TELUS shall, unless expressly prohibited by Law, promptly (and in any event before complying with any such requirement) notify TI in writing and shall comply and fully cooperate with all instructions of TI with respect to all related , including taking legally available steps to resist or limit the disclosure and to maintain confidentiality by the court or regulatory or administrative body;

(p) if TELUS becomes aware of, or has reason to suspect, a security breach related to Personal Information, any unauthorized access to, or Processing of, any Personal Information, or a

breach of any of its obligations in this Article 16, TELUS shall immediately notify TI and TI’s Privacy Officer in writing, take all reasonable measures to rectify such breach and prevent any further breaches, and comply with all reasonable instructions of TI in investigating and remedying the breach or otherwise and, upon request by TI, provide commercially reasonable assistance, including records or information, to enable TI to comply with obligations imposed on TI by applicable Law; and

(q) upon the expiry or termination of this Agreement, TELUS shall cease any and all use of Personal Information and shall, at the written request of TI, either securely return all Personal Information to TI, including any copies in every media, or securely and permanently destroy it using appropriate means and certify in writing such return/destruction within a timeframe requested by TI, acting reasonably. In the event applicable Law does not permit TELUS to comply with the return or destruction of the Personal Information, TELUS warrants that it shall ensure the strict confidentiality of the Personal Information and that it shall not Process any Personal Information by or on behalf of TI, or otherwise, after termination of the Agreement.

16.3 No Conflict

TELUS agrees that its obligations under this Article 16 are in addition to, and not in substitution for, any other obligations respecting confidentiality or security that may be contained in this Agreement.

ARTICLE 17
TERMINATION

17.1 Termination for Convenience

(a) The Parties acknowledge and agree that except as otherwise provided in Schedule A, a Service may be terminated by TI upon giving thirty (30) days prior written notice to TELUS, provided that TI pays TELUS all unpaid Fees (excluding any disputed amounts that have been properly withheld by TI in accordance with this Agreement) for such Service and any required termination charges specified in Schedule A.

(b) The Parties also acknowledge and agree that each Service may be terminated in whole or in part under this Section 17.1 without requiring termination of this Agreement or the remainder of the Services.

17.2 Termination for Cause

Either Party may terminate this Agreement, or any one or more of the Services by providing written notice to the other Party, if the other Party is in material breach of its obligations under this Agreement or under the provisions of Schedule A relating to such Service(s), and the Party in breach fails to cure such material breach within:

(a) thirty (30) days after receipt of written notice from the other Party describing the breach in reasonable detail; or

Without restricting the ability of a Party to make a claim of material breach, a breach of any of the following will be deemed to a material breach of this Agreement: (i) applicable Law, (ii) the confidentiality provisions set forth in Article 15; (iii) the privacy and security provisions set forth in Article 16; and (iv) the assignment provisions set forth in Section 22.1.

17.3 Termination for Major Business or Technology Change

At any time following the end of the third Contract Year, TI may unilaterally terminate a Service by providing TELUS with sixty (60)) days prior written notice in the event of a material change in: (a) TI’s business including, without limitation, a sale of a material portion of TI’s business (for example the sale by TI of the TIDS business which negates the need for the then current Services required to support TI services being provided to TIDS customers), or (b) technology used by TI, including, without limitation, the transition of Co-Located Hosting Services to cloud based solutions which negates the need for the then current Co- Located Hosting Services required to support hosting services being provided to TIDS customers), provided that (i) TI pays TELUS all unpaid Fees (excluding any disputed amounts that have been properly withheld by TI in accordance with this Agreement) for such Service, (ii) TI pays, or reimburses TELUS for, any unrecovered build or up front capital costs incurred by TELUS in connection with the installation

of the terminated Service (which have been amortized over the Minimum Term), and (iii) TI pays TELUS all third party costs or cancellation or termination charges or fees incurred by TELUS as a result of the termination by TELUS of any third party services or agreements, in connection with the termination of the Service, including any such costs or charges associated with third party off-net lease obligations, third party licensing obligations, or other financial obligations levied by a third party in connection with the provisioning or delivery of the terminated Service.

17.4 Termination for Insolvency

17.5 Legal or Regulatory Activity

TELUS may suspend or discontinue the provision of any Service, or portion thereof, upon as much prior notice to TI as feasible, up to ninety (90) days, where Legal or Regulatory Activity prohibits, restricts or otherwise prevents TELUS from provisioning such Service, or portion thereof, hereunder. For the purposes of this Section, “Legal or Regulatory Activity” shall mean any rulings and/or modifications to applicable Laws, legislation or regulation, by any regulatory agency, governing authority or legislative body which occur subsequent to the Effective Date of this Agreement.

17.6 Orderly Termination

(a) In the event of the termination or expiration of this Agreement or any Service Schedule for any reason whatsoever (other than a termination by TI pursuant to Section 17.1(a)), TELUS shall as soon as possible and in any event within thirty (30) days of the termination date, prepare with TI a termination assistance plan and provide the termination assistance services specified therein for such period as TI may reasonably require up to a maximum of twelve (12) months after the date of such termination or expiration. TI may at its option extend the twelve (12) month period by up to an additional twelve (12) months by providing a written request to TELUS if the transition out is not completed by such time.

(b) The Parties agree that during the termination assistance period:

(ii) there will be no additional charges invoiced for the termination assistance services where such termination assistance services can be provided using then-current resources.

Notwithstanding the foregoing, if any Changes are required to implement the termination assistance services, such Changes shall be subject to the Change Management Procedures.

17.7 Effect of Termination

(a) Termination of this Agreement or any Service, however and whenever occurring, shall not prejudice or affect any right of action or remedy that has accrued to either Party up to and including the date of such termination.

(b) Upon the expiration or any termination of this Agreement and unless otherwise provided in any applicable termination assistance plan, without limiting the generality of Section 15.8, TELUS shall return to TI, within thirty (30) days of such expiration or termination, all tapes, documentation, forms and other property of TI in the possession or control of TELUS or its subcontractors as well as any other information and material relating thereto or relating to TI or its business.

ARTICLE 18

USE OF THE SERVICES

18.1 Usage Restrictions

TI shall comply with all restrictions on use of the Services in this Agreement, and with any use policies or instructions that apply generally to all TELUS customers using the same service and that are communicated to TI by TELUS. TI shall not:

(a) tamper with or change the Services or any Service Components,

(b) abuse the Services or use them in a manner that interferes with any Service Components, TELUS’ network, or the use of TELUS services by other persons, or in a manner that avoids the payment of any charges, or

18.2 Other Components

TI is responsible for the selection, supply, installation, maintenance, and security of all equipment, software, data, and services necessary for use or used in conjunction with the Services.

18.3 Damage Originating from TI

TI is responsible and will be liable to TELUS for:

(a) all access to and use of the Services, including use that breaches this Agreement, by any person through TI’s equipment, software or services (other than TELUS or a TELUS contractor) or by any person using any TI credentials or permissions necessary to access or use the Services (other than TELUS or a TELUS contractor); and

(b) all Losses incurred by TELUS resulting from any Third Party Claim made against TELUS in connection with TI’s equipment, software, data or services, or in connection with access to or use of the Services described in subparagraph (a).

18.4 Restriction or Suspension of Service

Despite any other provision in this Agreement, TELUS may (but is not obligated to) immediately restrict or suspend some or all of the Services without advance notice to TI:

(a) to protect TELUS or TI from unauthorized use of the Services,

(b) to prevent damage or degradation to TELUS’ network or any Service Components that may be caused by TI or any person using the Services,

(d) for a violation (as determined by TELUS) of any provisions of this Agreement relating to the use or misuse of the Services by TI, or

(e) to protect TELUS from legal liability or from acts or omissions of TI that are determined by TELUS to be illegal.

restriction or suspension of Service under paragraphs (a) through (e) above. In the event that TELUS is unable to provide TI with prior notice of any restriction or suspension of Services under this Section, due to the immediacy of the event which preceded such suspension, TELUS will provide TI with subsequent notice of the restriction or suspension as soon as is reasonably practicable in the circumstances. Further, TELUS will use commercially reasonable efforts to (i) limit any restriction or suspension of Services under this Section to only those Services, or portion of Services, that in TELUS’ discretion, require restriction or suspension in order to address the damage or behaviour referred to above or to comply with any applicable Law, regulation, court order or other governmental request, as listed above; and (ii) minimize the impact of such suspension on the overall provision of Services hereunder.

ARTICLE 19
WARRANTIES

19.1 Disclaimer

(b) Subject to the obligations of TELUS contained in this Agreement and the Service Schedules, TELUS does not assure uninterrupted or error-free operation of the Services.

ARTICLE 20
INDEMNITIES

20.1 General Indemnification

Subject to Article 21, each Party (an “Indemnitor”) will indemnify, defend and hold harmless the TELUS Indemnified Parties or the TI Indemnified Parties, as applicable, (each, an “Indemnitee”) from any and all Losses, arising out of, under, or in connection with any claim, demand, charge, action, cause of action, or other proceeding resulting from:

20.2 Additional Indemnification by TI

Subject to Article 21, TI agrees to indemnify, defend and hold harmless the TELUS Indemnified Parties from any and all Losses suffered by TELUS as a result of, arising out of, under, or in connection with any claim, demand, charge, action, cause of action or other proceeding by Third Parties against TELUS relating to the delivery or provision of Services by TELUS to TI, unless caused by TELUS’ gross negligence, bad faith, willful misconduct, or breach of this Agreement.

20.3 Indemnification Procedures

The Indemnitor’s obligation to defend, indemnify and hold harmless the Indemnitee, as applicable, pursuant to this Article 20 will be subject to Indemnitee having given the Indemnitor prompt written notice of the claim or of the commencement of the related action, as the case may be, and information and reasonable assistance, at the Indemnitor’s expense, for the defence or settlement thereof, provided however that failure to give prompt notice will not compromise the Indemnitor’s obligations hereunder except to the extent such failure materially prejudices the Indemnitor’s ability to defend or settle the claim. The Indemnitor will have sole control of the defence and settlement of such claim or related action, provided that the Indemnitor will not settle such claim or related action in a manner which imposes any obligation on the Indemnitee, or involves a remedy other than the payment of money, without the prior written consent of the Indemnitee (which consent will not be unreasonably withheld). The Indemnitee will be entitled to engage counsel at its sole expense to consult with the Indemnitor with respect to the defence of the claim and related action.

ARTICLE 21
LIMITATION OF LIABILITY

21.1 Exclusion of Liability

Except as otherwise provided in this Section 21.1, but subject to the limitation of liability set forth in Section 21.2, a Party and its Affiliates and their respective Representatives will have no liability to the other Party and its Indemnitees for consequential, indirect (provided that the foregoing shall not exclude damages resulting from Third Party Claims), incidental, special, punitive damages, losses or expenses regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise in connection with any matter relating to, or arising under, the Services, this Agreement or any Schedule, even if it has been advised of their possible existence. The exclusion contained in the immediate preceding sentence of this Section 21.1 shall not apply in the case of Losses resulting from: (i) claims under Section 20.1; or (ii) any breach of the confidentiality provisions set forth in Section 15.2; or (iii) any breach of the privacy provisions set forth in Article 16 or in the Schedules.

21.2 Limitation of Liability

Notwithstanding any other provision of this Agreement or any Service Schedule:

(a) TELUS shall have no liability to TI (subject to TI’s termination rights pursuant to Section 17.2, if and to the extent applicable) for any failure to meet the Performance Standards, except in the case of Losses resulting from (i) bad faith, willful misconduct or

gross negligence by TELUS, (ii) tangible or real property loss or damage; (iii) personal injury, including death; or (iv) any breach of the confidentiality provisions set forth in Section 15.2; (v) claims under Section 20.1; or (vi) any breach of the privacy provisions set forth in Article 16 or in the Schedules;

(b) TELUS’ liability to TI for any failure to meet the Performance Standards due to bad faith, willful misconduct or gross negligence by TELUS in the performance of the Services shall not exceed the total amount paid or payable in respect of [***]for the Services in respect of which TELUS failed to meet the Performance Standards; and

(c) TELUS’ liability to TI for a breach of the privacy provisions set forth in Article 16 or in the Schedules, or any Failure to meet the Performance Standards due to a breach of the privacy provisions set forth in Article 16 or in the Schedules, shall not exceed the greater of (a) the total amount paid or payable in respect of [***] for the Services in respect of which TELUS failed to meet the Performance Standards, or (b) [***].

21.3 Force Majeure

(a) Each Party will be excused from default or delay in the performance of its obligations under this Agreement (other than any payment obligation and disaster recovery/business continuity obligations) if and to the extent that such default or delay is caused by an act of God or any other cause beyond its reasonable control, including fires, epidemics, riots, acts of war, strikes, acts or orders of government, acts of terrorism, accident, explosion, flood, storm and acts of Third Party providers which are not subcontractors, provided such default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing Party through the use of commercially reasonable efforts, including obtaining at its cost, reasonable alternative sources for performing the Services, work around plans or other means (an “Event of Force Majeure”). For greater certainty, the Parties acknowledge and agree that COVID-19 and its consequences or effects shall not be excluded as an epidemic or event beyond TELUS’ reasonable control by reason of the fact that it exists or is foreseeable at the time of the execution of this Agreement. In the event either Party anticipates an Event of Force Majeure arising, it will promptly notify the other Party.

(c) If any Event of Force Majeure affecting TELUS substantially prevents, hinders, or delays performance of any Service for more than [***], then, without limiting a Party’s obligations under Sections 10.1 and 21.3(a) and (b), the Parties shall immediately meet to consider options for restoring the Services, which may include implementing applicable elements of the disaster recovery, crisis management and business continuity plans and procedures referenced in Section 10.1 which have not already been implemented. If notwithstanding efforts taken by TELUS the Event of Force Majeure substantially prevents, hinders, or delays performance of any Service for [***] then TI may terminate the affected Service by written notice to TELUS. Where TI has terminated a Service under this Section, once the Event of Force Majeure has ended, any re-instatement of the terminated Service shall be dealt with pursuant to the provisions of Section 4.5 and treated as a New Service.

ARTICLE 22
GENERAL

22.1 Assignment

Except as otherwise provided in this Agreement, the rights and obligations of each Party under this Agreement are personal and may not be assigned, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, (i) TCI or TI may assign its right, title or interest in or to this Agreement, and all benefits derived therefrom, to a Canadian Affiliate, and TC U.S. or TIHUS may assign its right, title or interest in or to this Agreement, and all benefits derived therefrom, to a United States Affiliate, without the prior written consent of the other Parties, and (ii) TELUS may assign its rights to accounts receivable under this Agreement to a bona fide lender by way of security without the prior written consent of TI.. Any attempted assignment in violation of this Section 22.1 shall be null and void.

22.2 Subcontracting

(a) TELUS shall be entitled to subcontract any portion of the Services without the prior written consent of TI.

(c) Each subcontractor agreement shall be executed in TELUS’ name, as an independent contractor and not as agent for TI. All such subcontractor agreements must: (i) be subject to termination by TELUS for convenience upon notice to the subcontractor; and (ii) where feasible, require the subcontractor to comply with all TELUS obligations set out in this Agreement, including with respect to confidentiality, privacy, security and safety.

22.3 Relationship of Parties

Except where this Agreement expressly provides to the contrary, nothing contained in this Agreement shall be deemed or construed to create the relationship of partnership or joint venture or any other relationship between the Parties other than the relationship of independent parties contracting for services. TELUS shall have sole responsibility for the supervision, daily direction and control, payment of salary (including withholding of income taxes and source deductions), workers’ compensation, disability benefits and the like of its employees with respect to the performance of the Services rendered pursuant to this Agreement. This Agreement is entered into solely by and between, and may be enforced only by, TELUS and TI, and this Agreement will not be deemed to create any rights in Third Parties, including employees, suppliers, clients or Affiliates of a Party, or to create obligations of a Party directly to any such Third Parties.

22.4 No Advertising

22.5 Governing Law

This Agreement shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein and, subject to the provisions of Section 11.1(d), the Parties consent to the jurisdiction of the courts of the Province of British Columbia, in the city of Vancouver with respect to any litigation arising in connection with this Agreement.

22.6 Notice

If to TELUS:	TELUS COMMUNICATIONS INC.
	29th Floor, 25 York Street
	Toronto, Ontario
	M5J 2V5

	Attention:	Director, Global Partner Management

	With a copy to:

	TELUS COMMUNICATIONS INC.
	20th Floor, 25 York Street
	Toronto, Ontario
	M5J 2V5

	Attention:	Chief Legal & Governance Officer

	TELUS COMMUNICATIONS (U.S.) INC.
	29th Floor, 25 York Street
	Toronto, Ontario
	M5J 2V5

	Attention:	Director, Global Partner Management

If to TI:	TELUS INTERNATIONAL (CDA) INC.
	3rd Floor, 510 West Georgia Street
	Vancouver, British Columbia
	V6B 0M3

	Attention:	Director, Technology Strategy

	With a copy to:

	TELUS INTERNATIONAL (CDA) INC.
	7th Floor, 510 West Georgia Street
	Vancouver, British Columbia
	V6B 0M3

	Attention:	SVP — Legal Services

	TELUS INTERNATIONAL HOLDING (U.S.A.) CORP.
	c/o 3rd Floor, 510 West Georgia Street
	Vancouver, British Columbia
	V6B 0M3

	Attention:	Director, Technology Strategy

With the general intent to enable TI to have appropriate response time to any notices provided by Transferred TIDS Customers, TELUS hereby expressly agrees that all notice period requirements respectively set out in the contracts with the Transferred TIDS Customers shall be computed in order to provide TI with adequate time to respond to Transferred TIDS Customers in accordance with notification requirements under the contracts with the Transferred TIDS Customers, or to enable TI to properly administer the processing of notices received from the Transferred TIDS Customers prior to informing TELUS of the same hereunder.

22.7 Waiver

22.8 Severability

22.9 Cumulative Remedies

22.10 Survival

The applicable provisions of Article 12, Article 15, Article 16 and Article 20, and Sections 21.1, 21.2, and 22.10 shall survive termination or expiration of this Agreement together with such other provisions of this Agreement which expressly or by their nature survive termination or expiration.

22.11 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter thereof and supersedes all prior agreement, negotiations and representations, whether written or oral, relating to its subject matter. No amendment, modification, waiver or discharge of this Agreement shall be binding unless executed in writing by an authorized signatory of the Party to be bound thereby.

22.12 Counterparts

22.13 Further Assurances

The Parties agree to co-operate with and assist each other and take such action as may be reasonably necessary to implement and carry into effect this Agreement to its full intent.

[signatures on next page]

IN WITNESS HEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers as of the day and year first written above.

TELUS COMMUNICATIONS INC.				TELUS INTERNATIONAL (CDA) INC.

By:				By:



TELUS COMMUNICATIONS (U.S.) INC.				TELUS INTERNATIONAL HOLDING (U.S.A.) CORP.

By:				By:

SCHEDULE A

SERVICES

SCHEDULE A-1

SERVICE SCHEDULE — BUSINESS INTERNET BUNDLES SERVICE

ATTACHMENT A TO SERVICE SCHEDULE — BUSINESS INTERNET BUNDLES SERVICE

SCHEDULE A-2

SERVICE SCHEDULE — BUSINESS LONG DISTANCE SERVICES

ATTACHMENT A TO SERVICE SCHEDULE — BUSINESS LONG DISTANCE SERVICES

SCHEDULE A-3

SERVICE SCHEDULE — CO-LOCATED HOSTING SERVICES

ATTACHMENT A TO SERVICE SCHEDULE — CO-LOCATED HOSTING SERVICES

ATTACHMENT A TO SERVICE SCHEDULE — INTERNETWORKING SERVICES

SCHEDULE A-5

SERVICE SCHEDULE — ISDN-PRI SERVICES

ATTACHMENT A TO SERVICE SCHEDULE — ISDN-PRI SERVICES

SCHEDULE A-6

SERVICE SCHEDULE — MANAGED PRIVATE MPLS WAN SERVICE

ATTACHMENT A TO SERVICE SCHEDULE — MANAGED PRIVATE MPLS WAN SERVICE

SCHEDULE 1.3
BASELINE SERVICE SCHEDULES

SCHEDULE 8.1
GOVERNANCE

EXHIBIT 8.1.1
COMMITTEES

SCHEDULE 9.1
TELUS POLICIES AND GUIDELINES

Exhibit 10.5

TRADEMARK LICENSE AGREEMENT

THIS AGREEMENT made the 1st day of January 2021, BY AND BETWEEN:

TELUS Corporation,

a corporation existing under the laws of the Province of British Columbia, having a principal place of business at 510 West Georgia Street, 7th Floor, Vancouver, British Columbia, V6B 0M3

(“TELUS”)

- and -

TELUS International (Cda) Inc.,

a corporation existing under the laws of the Province of British Columbia, having a principal place of business at 510 West Georgia Street, 7th Floor, Vancouver, British Columbia, V6B 0M3

(“Licensee”)

In consideration of the mutual covenants made herein, the parties hereto covenant and agree as follows:

ARTICLE 1 LICENSE

1.1 In this Trademark License Agreement (the “Agreement”),

(a) “Affiliate” means, with respect to any Person, any Person Controlling, Controlled by or under common Control with such other Person. Notwithstanding the foregoing: (i) in the case of TELUS, Affiliates of TELUS will exclude the TI Group; and (ii) in the case of Licensee, Affiliates of Licensee will be limited to the TI Group.

(b) “Change of Control” of a Person means (i) the sale, transfer or other disposition of all or substantially all the assets of such Person; (ii) any merger, amalgamation or consolidation of such Person with or into another entity (other than an Affiliate of such Person); or (iii) the acquisition by any other Person, or group of Persons acting in concert, of more than fifty percent (50%) (or, in the case of a Person whose shares are publicly traded, such lesser percentage that constitutes Control pursuant to applicable securities Laws) of the voting rights of such Person; in each case in any single transaction or any series of related transactions, and in each case other than a transaction where the shareholders of such Person immediately prior to the event continue to hold a majority (or, in the case of a Person whose shares are publicly traded, such lesser percentage that constitutes Control pursuant to applicable securities Laws) of the voting rights of such Person or its successor immediately after such event. In the case of Licensee, a Change of Control will include a circumstance where, and be deemed to occur on the date on which, the TELUS Holders no longer own or have beneficial control or direction over more than fifty percent (50%) of the outstanding voting rights of Licensee. For the purposes of this paragraph, “TELUS Holders” means TELUS and each of its Affiliates excluding Licensee and Licensee’s subsidiaries.

(c) “Control” and its derivatives mean, with regard to any Person that is not an individual, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interests, by contract or otherwise.

(d) “Laws” means all applicable laws, statutes, by-laws, rules, regulations, orders, judgments, and arbitral or administrative judgments of any Governmental Authority having the force of law.

(e) “Licensed Goods and Services” means, in respect of a trademark, the goods and services listed in Schedule “A”.

(f) “Person” means any individual, corporation, partnership, Governmental Authority, association or unincorporated organization.

(g) “Territory” means, in respect of a trademark, those places where the trademark subsists, whether inside or outside Canada.

(h) “Trademarks” means:

a. the trademarks listed in Schedule “A”,

b. the domain names listed in Schedule “B”, and

c. any additional trademarks or domain names that TELUS notifies Licensee in writing is intended to be covered by this Agreement, including, but not limited to, any trademark subject to an application for registration and any registered trademark either filed or registered, as the case may be, after the effective date of this Agreement.

(i) “TI Group” means Licensee and all Persons Controlled by Licensee.

1.2 TELUS hereby grants to Licensee a revocable (in accordance with a permitted termination of this Agreement), non-exclusive, non-transferable except by sub-license, royalty-free right to use the Trademarks in connection with the Licensed Goods and Services in the Territory.

ARTICLE 2 USE OF TRADEMARKS

2.1 Licensee agrees to use the Trademarks only under and in compliance with the terms of this Agreement, and may not use the Trademarks either with goods and services not specified in this Agreement or outside the Territory.

ARTICLE 3 OWNERSHIP OF TRADEMARK

3.1 Licensee agrees that TELUS owns the Trademarks, admits the validity of the Trademarks and agrees never to contest or help others to contest the Trademarks nor do anything to reduce the value of the Trademarks to TELUS.

3.2 Licensee is obligated, if so required by TELUS, to place on any and all goods, materials or services used or offered in connection with the Trademarks or any of them and on signs and on advertising material displaying the Trademarks or any of them, such notice as TELUS may direct from time to time, and without limiting the generality of the foregoing, such notice may be written as follows:

“(TRADEMARK) is a trademark of TELUS Corporation used under license.”

ARTICLE 4 PROTECTION OF RIGHTS

4.1 It is the express purpose and a condition of this Agreement that none of the understandings and provisions contained in this Agreement prejudice in any fashion any ownership rights of TELUS relative to the Trademarks or any of them, and if any provision of this Agreement were to be or is interpreted by any court, or other administrative authority, in any manner which would prejudice, restrict or impede in any manner the ownership rights of TELUS to the Trademarks or any of them, whether or not said interpretation was made at the petition of Licensee or any other person, such provision of this Agreement shall be considered as invalid and the parties hereto shall promptly agree on any amendments to this Agreement as reasonably necessary to continue to effect the terms of this Agreement as drafted on the date hereof.

ARTICLE 5 POLICING

5.1 TELUS shall take all steps that in its opinion and sole discretion are necessary or desirable to protect the Trademarks against any infringement or dilution, including initiating or defending any action or application before a court or tribunal, including any opposition or cancellation proceeding. Licensee agrees to cooperate fully with TELUS in the defence and protection of the Trademarks as requested by TELUS.

5.2 Licensee shall report to TELUS any infringement or imitation of, or challenge to, the Trademarks, immediately upon becoming aware of same and TELUS shall, at its sole discretion, determine whether or not any action shall be taken on account of such infringements, imitations or challenges and its determination shall be final. Licensee shall not be entitled to bring, or call upon, or compel TELUS to bring any action or other legal proceedings on account of such infringements, imitations or challenges, without the written agreement of TELUS. TELUS shall not be liable for any loss, cost, damage or expense suffered or incurred by Licensee because of the failure or inability of TELUS to take or consent to the taking of any action or account of any such infringements, imitations or challenges because of the failure of any such action or proceeding. In the event that TELUS shall commence any action or legal proceeding on account of such infringements, imitations or challenges, Licensee agrees to provide all reasonable assistance requested by TELUS in preparing for and prosecuting the same.

5.3 TELUS and Licensee shall divide any costs or expenses in connection with claims or potential claims arising out of any proceeding, challenge or action in the enforcement, defence or protection of one or more Trademarks (“Affected Trademarks”) in one or more countries based on whether the Affected Trademarks are maintained for the beneficial interest of Licensee or relate to goods and services that are part of Licensee’s Core Business, as follows:

(a) If the Affected Trademarks include only trademarks that were filed on behalf of Licensee or include only goods and services related to Licensee’s Core Business, then Licensee is solely responsible for the costs and expenses.

(b) If the Affected Trademarks do not include any trademarks that were filed on behalf of Licensee and do not include goods and services related to Licensee’s Core Business, then TELUS is solely responsible for the costs and expenses.

(c) If the Affected Trademarks include one or more trademarks that were filed on behalf of Licensee or include goods and services related to Licensee’s Core Business, but otherwise do not fall within a) and b) above, then TELUS and Licensee shall share costs and expenses equally.

5.3.1. The term ‘Core Business’ will be determined based on the business conducted by Licensee at the time that the dispute or potential dispute arises, and the parties shall act reasonably to attempt to determine which of Licensee’s goods and services are part of its Core Business. For clarity, as of the signing of this Agreement, Licensee’s Core Business includes strategy and innovation, next generation technology and IT services, as well as customer experience process and delivery services.

5.3.2. Any Trademark acquired by TELUS on behalf of Licensee, either previously or in the future, shall be deemed to be a trademark filed on behalf of Licensee. Any Trademark including the words ‘TELUS International’ in a word mark or design mark shall be deemed to be filed on behalf of Licensee. If Licensee, prior to the time that the dispute or potential dispute arises, has clearly indicated to TELUS its intention to relinquish its interests in a Trademark in writing, then that Trademark shall be deemed not to be a trademark filed on behalf of Licensee.

5.4. If a dispute arises under this clause, the parties agree to work in good faith to resolve such dispute.

ARTICLE 6 MAINTENANCE

6.1 TELUS may periodically take all steps that in its opinion and sole discretion are necessary to preserve and maintain the Trademarks or any of them in due force and duly registered (or to complete or obtain registration of any application) subject to the provisions of this Agreement. Licensee agrees to cooperate with TELUS in maintaining the Trademarks and any of them in due force and duly registered, and without limiting the foregoing, Licensee shall cooperate with TELUS in registration of this Agreement as may be required and in registration of Licensee as an authorized user as may be required or desirable and Licensee shall pay the reasonable fees and costs to register Licensee as an authorized user.

6.2 Licensee shall from time to time execute such agreements, forms and furnish such declarations of use as may be required by TELUS in connection with the Trademarks or any of them, its use and the registrations thereof by TELUS.

ARTICLE 7 QUALITY CONTROL

7.1 The Licensed Goods and Services provided by Licensee in conjunction with the Trademarks or any of them shall be of a quality, form and nature equivalent to those normally supplied by TELUS or on its behalf.

7.2 Licensee agrees to forward to TELUS upon TELUS’ written demand, samples of advertising which refers to the Trademarks or any of them of Licensee. Licensee shall, at its own expense, send to TELUS random samples of materials displaying the Trademarks or any of them and reports of details of the manner of use thereof and details of the Licensed Goods and Services offered by Licensee both pursuant to this Agreement and otherwise, from time to time, upon the request of TELUS.

7.3 Licensee shall permit an authorized representative of TELUS to inspect at all reasonable times in locations in which the Licensed Goods and Services are provided in connection with the Trademarks or any of them by Licensee in order to permit TELUS to verify the quality of the Licensed Goods and Services associated with the Trademarks or any of them.

7.4 Licensee agrees to correct deficiencies in any Licensed Goods and Services which are brought to Licensee’s attention by TELUS, and to refrain from providing any Licensed Goods and Services which in the reasonable opinion of TELUS do not meet its standards of quality.

ARTICLE 8 INDEMNITY

8.1 Subject to the provisions of this Agreement, Licensee agrees to indemnify and hold harmless TELUS from and against any and all actions, suits, claims, demands, prosecutions that may be brought or instituted against TELUS to the extent based on or arising out of the conduct of Licensee in connection with Licensee’s use of the Trademarks.

ARTICLE 9 LAWS

9.1 This Agreement shall be governed by, subject to and interpreted in accordance with the laws of the Province of Alberta, Canada.

ARTICLE 10 ROYALTIES

10.1 The parties agree that in consideration of the relationship between Licensee and TELUS, Licensee’s use of the Trademarks or any of them pursuant to the terms of this Agreement shall not be subject to the payment of any royalties.

ARTICLE 11 TERM OF THIS AGREEMENT

11.1 This Agreement continues in effect, unless terminated, for an initial term of ten years commencing on January 1, 2021 and thereafter may be renewed for an additional five-year term provided the parties mutually agree in writing.

ARTICLE 12 TERMINATION

12.1 TELUS or Licensee may terminate this Agreement partly or in its entirety without cause at any time on 30 days’ notice. Upon termination under this clause 12.1, Licensee will phase out any use of the Trademarks within one year of receiving or sending notice of the termination or revocation. After one year of receiving or sending notice of termination under this clause, Licensee shall cease all uses of the Trademarks.

12.2 TELUS may, in addition to clause 12.1, elect to immediately terminate this Agreement if Licensee or any sub-licensee:

(a) assigns or attempts to assign or transfers or attempts to transfer, by operation of law or otherwise, including by way of merger or amalgamation, without written consent of TELUS (which may not be unreasonably withheld), this Agreement or any rights hereunder, other than as provided in clause 13.2;

(b) commits any act or becomes involved in any situation or occurrence which in the opinion of TELUS would tend to bring TELUS or its Trademarks or any of them into public disrepute, contempt, scandal, or ridicule or which, in the reasonable

opinion of TELUS, would tend to shock, insult or offend the community, or any group or class thereof;

(c) makes any use of the Trademarks or any of them in conflict with or not specifically provided in this Agreement, or engages in any conduct or practice that is reasonably likely, in the reasonable opinion of TELUS, to adversely affect the Trademarks or any of them, the goodwill associated therewith, or TELUS’ rights therein;

(d) fails to fulfill any of its obligations pursuant to the terms of this Agreement within thirty (30) days after written notice of such failure is given to Licensee by TELUS;

(e) breaches any of its obligations under any agreement with a TELUS company and fails to remedy such breach within a reasonable time following receipt of notice of such breach;

(f) terminates the trademark management services provided to Licensee under the Transition and Shared Services Agreement between TELUS Communications Inc. and TELUS International (Cda) Inc. dated January 1, 2021, or

(g) undergoes a Change of Control.

12.3 On termination of this Agreement under clause 12.1 or 12.2:

(a) the license shall revert to TELUS, and Licensee thereafter shall not use or refer to the Trademarks or any of them or in any way identify itself or associate itself with the same or with TELUS either directly or indirectly. Licensee shall remove forthwith from public view all signs and advertising display materials, printed paper products, special advertising materials, business supplies, containers and wrapping material bearing the Trademarks or any of them then in its possession;

(b) notwithstanding any dispute whatsoever that may arise or exist between the parties hereto, Licensee shall immediately cease using the Trademarks or any confusingly similar trade name or mark;

(d) the consent of TELUS to the use of the Trademarks in Licensee’s name shall be immediately revoked and Licensee shall immediately take all necessary steps to change its name to a name that does not identify itself or associate itself with TELUS either directly or indirectly; and

(e) all such other rights and obligations between the parties shall terminate, except for those obligations of Licensee which according to the provisions of this Agreement, survive the termination of same.

12.4 If Licensee makes any assignment in bankruptcy or is adjudicated bankrupt or if a petition in bankruptcy is filed against Licensee, or Licensee becomes insolvent or makes any assignment for the benefit of its creditors or any arrangements pursuant to any bankruptcy law, or if Licensee discontinues its business, or if a receiver is appointed for Licensee or its business, the license hereby granted shall automatically terminate forthwith without any notice whatsoever being necessary.

12.5 On termination of this Agreement automatically, or by either TELUS or Licensee, Licensee shall execute all such documents and do all such things as TELUS may require to remove Licensee as an authorized user of the Trademarks or any of them and to transfer to TELUS all and any rights in the Trademarks and any of them in the goodwill associated therewith, without payment therefor and Licensee hereby irrevocably appoints TELUS as its duly authorized agent to execute such documents and to do such things. Licensee agrees not to dispute, directly or indirectly, any application or action by TELUS to remove Licensee as an authorized user of the Trademarks or any of them.

ARTICLE 13 ASSIGNMENT AND SUB-LICENSES

13.1 This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors and permitted assigns. Except as provided in clause 13.2, Licensee shall not assign or transfer this Agreement, or any part thereof, including by way of merger or amalgamation without first obtaining the written consent of TELUS. Any such assignment or transfer without TELUS’ consent shall be void.

13.2 Licensee has the right to grant sub-licenses to its affiliates provided that any sub-license granted by Licensee under this Agreement shall be subject and subordinate to, and consistent with, the terms and conditions of this Agreement, and shall provide that any such sub-licensee shall not further sub-license except on terms consistent with this clause.

ARTICLE 14 EXPENSES

14.1 Each party shall bear all expenses incurred by it in connection with the preparation of this Agreement and in performing undertakings hereunder.

ARTICLE 15 NOTICES

15.1 All notices, requests, consents, demands, waivers or other communications hereunder shall be in writing in the English language and shall be sent by hand delivery or by prepaid, first class registered airmail to the addresses set forth on the first page of this Agreement, with a copy to the Chief Legal and Governance Officer at 25 York Street, Toronto, Ontario, M5J 2V5 with respect to notices to TELUS, and with a copy to legal@telusinternational.com with respect to notices to Licensee.

15.2 The parties may at any time designate by like notice hereunder other addresses to which notices or other communication should be transmitted, which may include electronic mail addresses.

ARTICLE 16 SUPERSEDES OTHER AGREEMENTS

16.1 This Agreement constitutes the entire agreement between the parties with respect to the Trademarks or any of them and supersedes any and all registered user/license agreements between the parties with respect to TELUS (or any of its subsidiaries) trademarks and domains.

ARTICLE 17 FURTHER ACTION

17.1 Should it be necessary or desirable for the parties to execute any further agreements or provide further assurances or carry out any further act or deed, then the parties agree to carry out such further acts or deeds or provide such further documents or assurances within the spirit of this Agreement and with a view to the betterment of the relationship between the parties and based upon the good faith and mutual goodwill of the parties hereto.

IN WITNESS WHEREOF the parties have executed this Agreement either directly or in two counterparts by their duly authorized representatives.

TELUS Corporation		TELUS International (Cda) Inc.


PER:		PER:
	(signature)		(signature)

NAME:		NAME
	(in print)		(in print)

Title:		Title:


Date of Execution:		Date of Execution:

Schedule A – Trademarks

Schedule B – Domains

Exhibit 10.9

Execution Version

THE BANK OF NOVA SCOTIA

as Administrative Agent

- and -

THE BANK OF NOVA SCOTIA,
CANADIAN IMPERIAL BANK OF COMMERCE and
TD SECURITIES
as Joint Bookrunners and Co-Lead Arrangers

- and-

CANADIAN IMPERIAL BANK OF COMMERCE and
TD SECURITIES
as Co-Syndication Agents

and-

BANK OF MONTREAL, MUFG BANK, LTD., CANADA BRANCH, NATIONAL BANK OF CANADA,
ROYAL BANK OF CANADA and WELLS FARGO BANK, N.A., CANADIAN BRANCH,
as Co-Documentation Agents

- and -

TELUS INTERNATIONAL (CDA) INC.
as Borrower

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

December 22, 2020

Fasken Martineau DuMoulin LLP
333 Bay Street
Suite 2400, Bay-Adelaide Centre
Toronto, Ontario M5H 2T6

TABLE OF CONTENTS

			Page

ARTICLE 1 INTERPRETATION			2

	1.1	Defined Terms	2
	1.2	Construction - Spanish terms	39
	1.3	Other Usages	41
	1.4	Plural and Singular	41
	1.5	Headings	41
	1.6	Currency	41
	1.7	Applicable Law	41
	1.8	Time of the Essence	41
	1.9	Non-Banking Days	41
	1.10	Consents and Approvals	42
	1.11	Amount of Credit	42
	1.12	Schedules	42
	1.13	Paramountcy	42
	1.14	Extension of Credit	42
	1.15	Documents in English	43
	1.16	Statute References	43
	1.17	Calculations, Computations	43
	1.18	Successors and Permitted Assigns of Parties	43
	1.19	Meaning of Include	43
	1.20	Relevant Lenders	43
	1.21	Permitted Liens	44
	1.22	Accounting Principles	44
	1.23	Amendment and Restatement	44
	1.24	Consent to Amendment and Restatement	45

ARTICLE 2 CREDIT FACILITIES			45

	2.1	Establishment of Credit Facilities	45
	2.2	Accordion Feature	45
	2.3	Credit Restrictions	49
	2.4	Lenders’ Commitments	49
	2.5	Reduction of Credit Limits	49
	2.6	Termination of Credit Facilities	50
	2.7	Credit Availability Restrictions	50

ARTICLE 3 GENERAL PROVISIONS RELATING TO CREDITS			50

	3.1	Types of Credit Availments	50
	3.2	Funding of Loans	51
	3.3	Failure of Lender to Fund Loan	51
	3.4	Funding of Bankers’ Acceptances	52
	3.5	BA Equivalent Loans	55

	3.6	Inability to Fund U.S. Dollar Advances in Canada	55
	3.7	Inability to Fund Euribor Advances in Canada	57
	3.8	Timing of Credit Availments	58
	3.9	Time, Place and Source of Payments	58
	3.10	Remittance of Payments	58
	3.11	Evidence of Indebtedness	59
	3.12	General Provisions Relating to Letters	59
	3.13	Notice Periods	61
	3.14	Overdraft Loans	62
	3.15	Administrative Agent’s Discretion to Allocate	64
	3.16	Benchmark Replacement Setting	64
	3.17	CDOR Discontinuance	71

ARTICLE 4 DRAWDOWNS			72

	4.1	Drawdown Notice	72

ARTICLE 5 ROLLOVERS			72

	5.1	Bankers’ Acceptances	72
	5.2	LIBOR Loans and BA Equivalent Loans	73
	5.3	Rollover Notice	73

ARTICLE 6 CONVERSIONS			74

	6.1	Converting Loan to Other Type of Loan	74
	6.2	Converting Loan to Bankers’ Acceptances	74
	6.3	Converting Bankers’ Acceptances to Loan	74
	6.4	Conversion Notice	74
	6.5	Absence of Notice	75
	6.6	Conversion After Default	75

ARTICLE 7 INTEREST AND FEES			75

	7.1	Interest Rates	75
	7.2	Interest In Advance	76
	7.3	Calculation and Payment of Interest	76
	7.4	General Interest Rules	76
	7.5	Selection of Interest Periods	77
	7.6	Acceptance Fees	78
	7.7	Standby Fees	78
	7.8	Letter Fees	78
	7.9	Interest and Fee Adjustment	79

ARTICLE 8 RESERVE, CAPITAL, INDEMNITY AND TAX PROVISIONS			80

	8.1	Conditions of Credit	80
	8.2	Change of Circumstances	80
	8.3	Failure to Fund as a Result of Change of Circumstances	82
	8.4	Indemnity Relating to Credits	82

	8.5	Indemnity for Transactional and Environmental Liability	83
	8.6	Payments Free and Clear of Taxes	84

ARTICLE 9 REPAYMENTS AND PREPAYMENTS			88

	9.1	Repayment of Credit Facilities	88
	9.2	Voluntary Prepayments	88
	9.3	Mandatory Prepayments	88
	9.4	Prepayment Notice	89
	9.5	Reimbursement Obligation for Maturing Bankers’ Acceptances	89
	9.6	Reimbursement or Conversion on Presentation of Letters	89
	9.7	Letters Subject to an Order	90
	9.8	Repayment of Credit Excess	90
	9.9	Currency of Repayment	91

ARTICLE 10 REPRESENTATIONS AND WARRANTIES			91

	10.1	Representations and Warranties	91
	10.2	Survival of Representations and Warranties	97

ARTICLE 11 COVENANTS			98

	11.1	Affirmative Covenants	98
	11.2	Performance of Covenants by Administrative Agent	106
	11.3	Restrictive Covenants	107
	11.4	Compliance	114

ARTICLE 12 CONDITIONS PRECEDENT TO OBTAINING CREDIT			114

	12.1	Conditions Precedent to All Credit	114
	12.2	Conditions Precedent to Effectiveness of Agreement and Initial Extension of Credit	115
	12.3	Conditions Precedent to Initial Extension of Credit under NRT 2 Facility and Entirety of RT 2 Credit Limit	117
	12.4	Transaction	118
	12.5	Waiver	118
	12.6	Existing Credit Outstanding under Existing Credit Agreement	118

ARTICLE 13 DEFAULT AND REMEDIES			119

	13.1	Events of Default	119
	13.2	Refund of Overpayments	122
	13.3	Remedies Cumulative	123
	13.4	Set-Off.	123

ARTICLE 14 THE ADMINISTRATIVE AGENT			123

	14.1	Appointment and Authorization of Administrative Agent	123
	14.2	Interest Holders	124
	14.3	Consultation with Counsel	124
	14.4	Documents	124

	14.5	Administrative Agent as Creditor.	124
	14.6	Responsibility of Administrative Agent.	125
	14.7	Action by Administrative Agent	125
	14.8	Notice of Events of Default	125
	14.9	Responsibility Disclaimed	126
	14.10	Indemnification	126
	14.11	Credit Decision	126
	14.12	Successor Administrative Agent	127
	14.13	Delegation by Administrative Agent	127
	14.14	Waivers and Amendments	128
	14.15	Determination by Administrative Agent Conclusive and Binding	129
	14.16	Adjustments among Lenders after Acceleration	129
	14.17	Redistribution of Payment	130
	14.18	Distribution of Notices	131
	14.19	Decision to Enforce Security	131
	14.20	Enforcement	131
	14.21	Determination of Exposures	131
	14.22	Application of Cash Proceeds	132
	14.23	Entering into Contracts	135
	14.24	Other Security Not Permitted	135
	14.25	German Security	135
	14.26	Parallel Debt owed to the Administrative Agent	136
	14.27	Discharge of Security	137
	14.28	Survival	138

ARTICLE 15 MISCELLANEOUS			138

	15.1	Waivers	138
	15.2	Notices	138
	15.3	Severability	139
	15.4	Counterparts	139
	15.5	Successors and Assigns; No Third Party Rights or Liabilities	139
	15.6	Assignment	139
	15.7	Entire Agreement	141
	15.8	Further Assurances	141
	15.9	Judgment Currency	142
	15.10	Forum Selection and Consent to Jurisdiction	142
	15.11	Confidentiality	143
	15.12	USA PATRIOT Act Notice	143
	15.13	Waivers of Jury Trial	144
	15.14	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	144
	15.15	Acknowledgement Regarding Any Supported QFCs	144

SCHEDULE A INDIVIDUAL COMMITMENTS	1

SCHEDULE B COMPLIANCE CERTIFICATE	1

SCHEDULE C FORM OF ASSIGNMENT	1

SCHEDULE D FORM OF DRAWDOWN NOTICE	1

SCHEDULE E FORM OF ROLLOVER NOTICE	1

SCHEDULE F FORM OF CONVERSION NOTICE	1

SCHEDULE G CORPORATE STRUCTURE	1

SCHEDULE H GUARANTEE AND SECURITY DOCUMENTS	1

SCHEDULE I TRANSACTIONS WITH AFFILIATES	1

SCHEDULE J CONSENTS AND APPROVALS	1

SCHEDULE K APPLICABLE MARGIN	1

SCHEDULE L ACCORDION AGREEMENT	1

SCHEDULE M QUALIFIED AFFILIATE INSTRUMENT OF ADHESION	1

SCHEDULE N GUARANTORS	1

SCHEDULE O NON-GUARANTEEING MATERIAL SUBSIDIARIES	1

SCHEDULE P TARGET ENTITIES	1

SCHEDULE Q AGREED SECURITY PRINCIPLES	1

SCHEDULE R POST-CLOSING MATTERS RE EXISTING OBLIGORS	1

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS AGREEMENT made as of the 22nd day of December, 2020.

BETWEEN:

THE BANK OF NOVA SCOTIA, a Canadian chartered bank

(herein, in its capacity as administrative agent of the Creditors (as defined herein), called the “Administrative Agent”)

- and -

THE BANK OF NOVA SCOTIA, CANADIAN IMPERIAL BANK OF COMMERCE, THE TORONTO-DOMINION BANK, BANK OF MONTREAL, MUFG BANK, LTD., CANADA BRANCH, NATIONAL BANK OF CANADA, ROYAL BANK OF CANADA, WELLS FARGO BANK, N.A., CANADIAN BRANCH, HSBC BANK CANADA, BANK OF CHINA (CANADA), FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC, ICICI BANK CANADA, SUMITOMO MITSUI BANKING CORPORATION, CANADA BRANCH, TELUS CORPORATION, and one or more Persons (as defined herein) to whom the foregoing or their respective permitted assigns may from time to time assign an undivided interest in the Loan Documents (as defined herein) and who agree to be bound by the terms hereof as a Lender (as defined herein)

(herein, in their capacities as lenders to the Borrower (as defined herein), collectively called the “Lenders” and individually called a “Lender”)

- and -

TELUS INTERNATIONAL (CDA) INC., a corporation incorporated under the laws of the Province of British Columbia

(herein called the “Borrower”)

WHEREAS pursuant to a credit agreement made as of May 31, 2016 between the Borrower, the lenders party thereto and the Administrative Agent, as amended by a first amending agreement and consent dated October 31, 2016 and a second amending agreement dated December 20, 2017 (the “Original Credit Agreement”), such lenders established certain credit facilities in favour of the Borrower;

AND WHEREAS pursuant to an amended and restated credit agreement made as of January 28, 2020 between the Borrower, the lenders party thereto and the Administrative Agent, as modified by the consent and waiver dated May 27, 2020 (the “Existing Credit Agreement”), the provisions of the Original Credit Agreement were amended and restated without novation;

AND WHEREAS the parties hereto wish to enter into this agreement in order to amend and restate the provisions of the Existing Credit Agreement without novation on and subject to the terms and conditions of this agreement for the purposes set forth herein, all with effect as of and from the date hereof;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree that the Existing Credit Agreement shall be and is hereby amended and restated without novation as hereinafter set forth:

ARTICLE 1
INTERPRETATION

1.1 Defined Terms.

The following defined terms shall for all purposes of this agreement, or any amendment, substitute, supplement, replacement or addition hereto, have the following respective meanings unless the context otherwise specifies or requires or unless otherwise defined herein:

“Accordion Agreement” means an agreement in the form of Schedule L hereto (or in such other form having substantially similar effect as the Administrative Agent may accept) duly completed, executed and delivered by the Borrower, an Accordion Lender, and the Administrative Agent and, if applicable, the Issuing Lender and the Overdraft Lender, in accordance with Section 2.2(c).

“Accordion Confirmation” shall have the meaning ascribed thereto in Section 2.2(c).

“Accordion Effective Date” means in respect of an Accordion Increase requested by the Borrower in an Accordion Notice pursuant to Section 2.2 (a) to the extent such Accordion Notice specifies an Accordion Lender that is an existing Lender, the date on which an Accordion Confirmation has been duly executed and delivered by such Accordion Lender, the Administrative Agent and the Borrower and received by the Administrative Agent, and (b) to the extent such Accordion Notice specifies an Accordion Lender that is not an existing Lender at the time such Accordion Notice is delivered to the Administrative Agent, the date on which an Accordion Agreement has been duly executed and delivered by the Borrower, the Administrative Agent, the Issuing Lender, the Overdraft Lender and such Accordion Lender and received by the Administrative Agent.

“Accordion Increase” shall have the meaning ascribed thereto in Section 2.2(a).

“Accordion Lender” shall have the meaning ascribed thereto in Section 2.2(a).

“Accordion Notice” shall have the meaning ascribed thereto in Subsection 2.2(a).

“Acquisition” means, with respect to any Person (for purposes of this definition, the “purchaser”), any direct or indirect acquisition, regardless of how accomplished or effected (including pursuant to an amalgamation, merger, arrangement, business combination or other form of corporate reorganization), of:

(a) any other Person (including any purchase or acquisition of such number of the issued and outstanding Equity Interests in such other Person such that such other Person becomes a Subsidiary of the purchaser or of any of its affiliates), or

(b) all or substantially all of the assets of any other Person.

“Administrative Agent” shall have the meaning ascribed thereto in the preamble.

“affiliate” shall have the meaning ascribed thereto in the Canada Business Corporations Act.

“Agency Fee Letter” means the amended and restated fee letter dated January 28, 2020 between the Borrower and the Administrative Agent.

“Agreed Security Principles” means the security principles set out in Schedule Q hereto.

“Alternate Base Rate Canada” means, at any particular time, the greater of (a) the Base Rate Canada at such time and (b) the Federal Funds Effective Rate at such time plus ½ of 1% per annum.

“AML/CTF Laws” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and any other anti-money laundering or counter-terrorism financing laws or regulations including without limitation, any laws or regulations imposing “know your customer” or other identification checks or procedures, that apply to a Lender, in any jurisdiction in connection with the Loan Documents.

“Anti-Corruption Laws” has the meaning given to it in Section 10.1(bb).

“Applicable Law” means all public laws, statutes, ordinances, decrees, judgments, codes, standards, acts, orders, by-laws, rules, regulations, Official Body Consents, permits and requirements of all Official Bodies, in each case having the force of law and which now or hereafter may be lawfully applicable to and enforceable against any Subject Entity or its property or any part thereof.

“Applicable Margin” means, at any particular time, the applicable margin or fee rate, as the case may be, expressed as basis points per annum which are in effect at

such time based upon (a) the Total Net Debt/EBITDA Ratio for the Fiscal Quarter that is the subject of the compliance certificate delivered by the Borrower to the Administrative Agent pursuant to Section 12.2(f)(vi) until such time as the Borrower is required to deliver a compliance certificate to the Administrative Agent pursuant to Section 11.1(b)(iii), and (b) thereafter, the Total Net Debt/EBITDA Ratio for the Fiscal Quarter that is the subject of the compliance certificate most recently delivered by the Borrower to the Administrative Agent pursuant to Section 11.1(b)(iii), in each case, as set forth in the tables at Schedule K hereto; provided that changes in the Applicable Margin shall be effective as set forth in Section 7.9.

“Applicable Margin Increase” shall have the meaning ascribed thereto in Section 2.2(a).

“Arrangers’ Fee Letters” means the Scotia Fee Letter, the TD Fee Letter and the CIBC Fee Letter.

“Austrian Obligor” means an Obligor organized under the laws of Austria.

“Available RT 1 Credit” means, at any particular time, the amount, if any, by which the RT 1 Credit Limit at such time exceeds the aggregate amount of credit outstanding under the RT 1 Facility at such time.

“Available RT 2 Credit” means, at any particular time, the amount, if any, by which the RT 2 Credit Limit at such time exceeds the aggregate amount of credit outstanding under the RT 2 Facility at such time.

“BA Discounted Proceeds” means, in respect of any Bankers’ Acceptances to be accepted by a Lender on any day, an amount (rounded to the nearest whole cent and with one-half of one cent being rounded up) calculated on such day by multiplying:

(a) the aggregate face amount of such Bankers’ Acceptances; by

(b) the amount equal to one divided by the sum of one plus the product of:

(i) the BA Rate which is applicable to such Bankers’ Acceptance (expressed as a decimal); and

(ii) a fraction, the numerator of which is the number of days in the term of such Bankers’ Acceptances and the denominator of which is 365;

with the amount as so determined being rounded up or down to the fifth decimal place and .000005 being rounded up.

“BA Equivalent Loan” shall have the meaning ascribed thereto in Section 3.5.

“BA Non-Schedule I Rate” means, with respect to an issue of Bankers’ Acceptances with the same maturity date to be accepted by a Non-Schedule I Lender hereunder, the lesser of (i) the discount rate per annum, calculated on the basis of a year of 365 days, determined by the Administrative Agent as being the arithmetic average (rounded upwards to the nearest multiple of 0.01%) of the discount rates of the Non-Schedule I Lenders determined in accordance with their normal practices at or about 10:00 a.m. (Toronto time) on the date of issue and acceptance of such Bankers’ Acceptances, for bankers’ acceptances having a comparable face value and maturity date to the face value and the maturity date of such issue of Bankers’ Acceptances and (ii) the BA Schedule I Rate with respect to an issue of Bankers’ Acceptances with the same maturity date to be accepted by a Schedule I Lender hereunder on the same date plus 0.10% per annum.

“BA Proceeds” means, with respect to a particular Bankers’ Acceptance, the BA Discounted Proceeds with respect thereto less the amount of the acceptance fees in respect of such Bankers’ Acceptance calculated in accordance with Section 7.6.

“BA Rate” means the BA Schedule I Rate or the BA Non- Schedule I Rate, as the case may be, provided that in no event shall the BA Rate be less than zero.

“BA Schedule I Rate” means, with respect to an issue of Bankers’ Acceptances with the same maturity date to be accepted by a Schedule I Lender hereunder, the discount rate per annum, calculated on the basis of a year of 365 days, (i) equal to, as determined by the Administrative Agent, the arithmetic average (rounded upwards to the nearest multiple of 0.01%) of the discount rates of the Schedule I Lenders that appear on the Reuters Screen CDOR Page (or any page substituted therefor) for the Schedule I Lenders at or about 10:00 a.m. (Toronto time) on the date of issue and acceptance of such Bankers’ Acceptances, for bankers’ acceptances having a comparable face value and maturity date to the face value and maturity date of such issue of Bankers’ Acceptances or (ii) if such Page or any substitute therefor is not available, equal to, as determined by the Administrative Agent, the arithmetic average (rounded upwards to the nearest multiple of 0.01%) of the discount rates of the Schedule I Lenders determined in accordance with their normal practices at or about 10:00 a.m. (Toronto time) on the date of acceptance of such Bankers’ Acceptances, for bankers’ acceptances having a comparable face value and maturity date to the face value and maturity date of such issue of Bankers’ Acceptances.

“Bail-In Action” means the exercise of any Write-down and Conversion Powers by the applicable Resolution Authority in respect of an EEA Financial Institution.

“Bail-In Legislation” means, in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU of the European Parliament and the Council of the European Union, the implementing law for such EEA Member Country from time to time, which is described in the EU Bail-In Legislation Schedule.

“Bankers’ Acceptance” means a bill of exchange under the Bills of Exchange Act (Canada) or a depository bill under the Depository Bills and Notes Act (Canada) (a) drawn by the Borrower and accepted by a Lender, (b) denominated in Canadian dollars, (c) having a term of 30 to 180 days, as selected by the Borrower, (d) issued and payable only in Canada and (e) having a face amount of an integral multiple of Cdn.$1,000.

“Banking Day” means:

(a) when used in respect of LIBOR (U.S.) Loans, any day other than a Saturday or a Sunday on which banks generally are open for business in Toronto, Ontario, New York, New York and London, England and on which transactions can be carried on in the London interbank market;

(b) when used in respect of EURIBOR Loans, any day other than a Saturday or a Sunday on which banks generally are open for business in Toronto, Ontario, New York, New York, London, England and Berlin, Germany and on which transactions can be carried on in the European interbank market and which day is also a TARGET Day; and

(c) when used in all other respects, any day other than a Saturday or a Sunday on which banks generally are open for business in Toronto, Ontario and New York, New York.

“Base Rate Canada” means the variable rate of interest per annum equal to the rate of interest determined by the Administrative Agent from time to time as its base rate for United States dollar loans made by the Administrative Agent to commercial borrowers in Canada from time to time, being a variable per annum reference rate of interest adjusted automatically upon change by the Administrative Agent, calculated on the basis of a year of 365 days or 366 days in the case of a leap year.

“Base Rate Canada Loan” means monies lent by the Lenders to the Borrower in United States dollars and upon which interest accrues at a rate referable to the Alternate Base Rate Canada.

“Borrower” shall have the meaning ascribed thereto in the preamble.

“Borrower Shareholders Agreements” means (i) the second amended and restated shareholders agreement effective April 1, 2020 among the Borrower, the Parent, Riel B.V. and certain management shareholders, (ii) the minority shareholders agreement dated February 5, 2018 between, among others, the Parent, Riel B.V., XIS Holdings LLC and the Borrower and (iii) the minority shareholders agreement dated January 30, 2020 between the Parent, Riel B.V., XIS Holdings LLC, Christian Legat, Ulf Herbrechter and the Borrower.

“Branch of Account” means the Global Wholesale Operations of the Administrative Agent located at 720 King Street West, Toronto, Ontario, or such

other branch of the Administrative Agent located in Canada as the Borrower and the Administrative Agent may agree upon.

“CallPoint Entities” means, collectively, CallPoint New Europe EAD and CallPoint New Europe S.R.L.

“Canadian Dollar Equivalent” means the Exchange Equivalent in Canadian dollars of any amount of any other currency.

“Capital Expenditures” means, for any particular period, the aggregate amount (expressed in Canadian dollars) of those expenditures of the Borrower which would, in accordance with generally accepted accounting principles and on a consolidated basis, be considered expenditures for capital assets of the Borrower for such period, all as determined in accordance with Section 1.17.

“Capital Market Agreement” means any interest rate swap or foreign exchange agreement which the Borrower enters into in the ordinary course of business with any Qualified Capital Market Lender relating to any transaction that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, note or bill option, interest rate option, forward foreign exchange transaction, cap, collar or floor transaction, currency swap, cross-currency rate swap, swaption, currency option or any other similar transaction (including any option to enter into any of the foregoing) or any combination of the foregoing.

“Cash” means, with respect to any Person at any particular time, cash and Cash Equivalents of such Person at such time.

“Cash Balance” means, at any particular time, the aggregate amount of unencumbered, unrestricted and available Cash of the Subject Entities (other than any Subject Entity that is not wholly-owned, directly or indirectly by, the Borrower and any Immaterial Subsidiary) at such time up to a maximum aggregate amount of U.S.$100,000,000; provided that, at such time, no more than U.S.$10,000,000 shall be Cash of wholly-owned Subsidiaries of the Borrower that have not granted Security.

“Cash Equivalents” means, as to any Person, (i) securities issued or directly and fully guaranteed or insured by the government of the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) or by the government of Canada or any province thereof, in each case, having maturities of not more than one year from the date of acquisition, (ii) time deposits, certificates of deposit, money market deposits of, and bankers’ acceptances and commercial papers issued by, any commercial bank incorporated in the United States of recognized standing having capital and surplus in excess of U.S.$50,000,000 or of any Canadian chartered bank, in each case, with maturities of not more than one year from the date of acquisition by such Person, and (iii) investments in money market funds substantially all of whose assets are

comprised of securities or instruments of the types described in clauses (i) and (ii) above.

“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer, automated clearing house, and other cash management arrangements between the Borrower, on the one hand, and any one of the Lenders (for so long as the relevant financial institution remains a Lender hereunder), on the other (including, for certainty, any spot foreign exchange transaction).

“Cash Management Lenders” means any financial institution which is (at the time the relevant Cash Management Agreement is entered into) a Lender and is a party to such Cash Management Agreement.

“Cash Proceeds” means, at any time, the aggregate of (i) all Proceeds of Realization in the form of cash and (ii) all cash proceeds of the sale or disposition of non-cash Proceeds of Realization, in each case expressed in U.S. dollars at such time.

“CCC Secured Non-Lender Hedge Arrangements” means certain short term foreign exchange EUR-CHF futures that were entered into by CCC Holding GmbH with DZ Bankand prior to the Closing Date.

“CDOR Rate” means the rate of interest per annum equal to the average annual rate applicable to Canadian dollar bankers’ acceptances having an identical or comparable term as the proposed Bankers’ Acceptance or BA Equivalent Loan displayed and identified as such on the display referred to as the “CDOR Page” (or any display substituted therefor) of Reuters Limited as at approximately 10:00 A.M. (Toronto time) on such day (or, if such day is not a Banking Day, as of 10:00 A.M. (Toronto time) on the immediately preceding Banking Day), provided that if such rate does not appear on the CDOR Page at such time on such date, the CDOR Rate will be the annual interest rate (rounded upward to the nearest whole multiple of 1/100 of 1%) as of 10:00 A.M. (Toronto time) determined by the Administrative Agent on such day equivalent to the discount rate at which the Administrative Agent is then offering to purchase Canadian dollar bankers’ acceptances accepted by it having such specified term (or a term as closely as possible comparable to such specified term) and provided further that, in the event such rate is less than zero, such rate shall be deemed to be zero for the purposes hereof.

“CEA Swap Obligation” means, with respect to any U.S. Obligor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980 of the United States, as amended by the Superfund Amendments and Reauthorization Act and as further amended from time to time, and any successor statute.

“CIBC Fee Letter” means the fee letter dated as of the date hereof between Canadian Imperial Bank of Commerce and the Borrower.

“Closing Date” means the date on which all of the conditions precedent set forth in Section 12.2 have been fulfilled or waived.

“Code” means the Internal Revenue Code of 1986 of the United States, as amended from time to time, and any successor statute.

“Commodity Exchange Act” means the Commodity Exchange Act of the United States of America (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Conversion Notice” shall have the meaning ascribed thereto in Section 6.4.

“Credit Documents” means the Loan Documents, the Capital Market Agreements and the Cash Management Agreements and “Credit Document” means any of the Credit Documents.

“Credit Facilities” means the RT 1 Facility, the RT 2 Facility, the NRT 1 Facility and the NRT 2 Facility and “Credit Facility” means any of the Credit Facilities.

“Credit Excess” means the RT 1 Credit Excess, the RT 2 Credit Excess, the NRT 1 Credit Excess or the NRT 2 Credit Excess, as applicable.

“Credit Limit” means the RT 1 Credit Limit, the RT 2 Credit Limit, the NRT 1 Credit Limit or the NRT 2 Credit Limit, as applicable.

“Creditors” means, collectively, the Administrative Agent, the Lenders, the Qualified Capital Market Lenders and the Cash Management Lenders, in each case in their capacity as creditors of one or more of the Obligors pursuant to any of the Credit Documents.

“Debt Service Charges” means for a particular period the aggregate of Interest Expenses for such period and the aggregate of all scheduled principal payments of Indebtedness for borrowed money of the Borrower on a consolidated basis during such period; provided that, in the event the Borrower or any of the other Subject Entities has made a Permitted Acquisition or a disposition permitted pursuant to Section 11.3(o)(v), during such period, the computation of Debt Service Charges shall be made on a pro forma basis as if the Permitted Acquisition or disposition, as applicable, had taken place on the first day of such period.

“Debt Service Coverage Ratio” means, for a particular Fiscal Quarter, the ratio of Rolling EBITDA for such Fiscal Quarter to Rolling Debt Service Charges for such Fiscal Quarter.

“Default” means any event which is or which, with the passage of time, the giving of notice or both, would be an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of any extension of credit required to be funded by it hereunder within three Banking Days of the date required to be funded by it hereunder unless such failure has been cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Banking Days of the date when due, unless the subject of a good faith dispute or unless such failure has been cured, (c) has notified the Administrative Agent that such Lender does not intend to fund its commitments hereunder except in connection with an assertion by such Lender that the conditions to funding are not met, (d) has been determined by a court of competent jurisdiction or regulator to be insolvent or is unable to meet its obligations or admits in writing it is unable to pay its debts as they generally become due, (e) is the subject of a bankruptcy or insolvency proceeding, (f) is subject to or is seeking the appointment of an administrator, regulator, conservator, liquidator, receiver, trustee, custodian or other similar official over any portion of its assets or business or (g) become subject to any Bail-In Action.

“Designated Account” means, with respect to transactions in a particular currency, the account of the Borrower maintained by the Administrative Agent at the Branch of Account for the purposes of transactions in such currency under this agreement.

“Distribution” means (a) the declaration, payment or setting aside for payment of any dividend or other distribution on or in respect of any shares in the capital of the Borrower; (b) the redemption, retraction, purchase, retirement or other acquisition, in whole or in part, of any shares in the capital of the Borrower or any securities, instruments or contractual rights capable of being converted into, exchanged or exercised for shares in the capital of the Borrower, including options, warrants, conversion or exchange privileges and similar rights, or any other return of capital of the Borrower to its shareholders, (c) the repayment of Indebtedness of the Borrower to any of its shareholders or to any Subsidiary, in each case, that is not an Obligor (including, for certainty, any Shareholder Loans), (d) the payment of management fees to any shareholder of the Borrower and (e) the setting aside of funds for any of the aforesaid purposes.

“Draft” means any draft, bill of exchange, receipt, acceptance, demand or other request for payment drawn or issued under or in respect of a Letter.

“Drawdown Notice” shall have the meaning ascribed thereto in Section 4.1.

“EBITDA” means for any particular period, Net Income for such period plus, to the extent deducted in determining such Net Income and without duplication, the aggregate of the following:

(a) Interest Expenses for such period;

(b) consolidated income tax expenses of the Borrower for such period;

(d) unrealized derivative financial instrument gains or losses of each Subject Entity for such period;

(e) transaction fees and expenses relating to the Triple C Transaction and the Lionbridge Transaction and this agreement, provided this clause (e) shall only be included in the calculation of EBITDA for the purposes of determining the Total Net Debt/EBITDA Ratio and not Free Cash Flow; and

(f) net losses from discontinued operations, provided this clause (f) shall only be included in the calculation of EBITDA for the purposes of determining the Total Net Debt/EBITDA Ratio and not Free Cash Flow;

provided that, the determination of EBITDA shall exclude any extraordinary, unusual or non-recurring gains or losses. In the event the Borrower or any of the other Subject Entities has made a Permitted Acquisition or a disposition permitted pursuant to Section 11.3(o)(v) during such period, the computation of EBITDA shall be made on a pro forma basis, giving effect to actual results, as if the Permitted Acquisition or disposition, as applicable, had taken place on the first day of such period. As concerns any non wholly owned Subsidiary of the Borrower or any Investment of any Subject Entity, unless otherwise agreed by the Majority Lenders, only an amount equal to the following shall be included in the calculation of EBITDA: (x) in the case of a non wholly owned Subsidiary of the Borrower, the EBITDA of such non wholly owned Subsidiary during the relevant period in a proportionate amount to the ownership interest of the Borrower in such non wholly owned Subsidiary during such period, provided that no more than 15% of the EBITDA of all such non wholly owned Subsidiaries may be included in the calculation of the consolidated EBITDA in any relevant period and (y) in the case of any Investment of any Subject Entity, the cash received by an Obligor from such Investment during the relevant period.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of a Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“Enforcement Date” means the date on which the Administrative Agent notifies the Borrower, pursuant to and as then authorized by Section 13.1 hereof, that all

Indebtedness of the Borrower to the Lenders hereunder has become immediately due and payable or on which such Indebtedness automatically becomes due and payable pursuant to Section 13.1, whichever occurs first or, if all Indebtedness of the Borrower to the Administrative Agent, the Issuing Lender and the Lenders hereunder has been repaid in full and all commitments of the Lenders hereunder have terminated, the date on which the Administrative Agent notifies the Borrower that the Administrative Agent is entitled to enforce the Security in accordance with the terms of one or more of the Capital Market Agreements or Cash Management Agreements.

“Environmental Laws” means all national, international, foreign, federal, state provincial or local statutes, laws, ordinances, codes, rules, regulations, guidelines, consent decrees and administrative orders applicable to any Property having the force of law and relating to: (i) the protection of the environment, or (ii) any hazardous or toxic waste, substance or material.

“Equitably Subordinated Lender” means any Lender which has a corporate or similar relationship with a German Obligor which pursuant to the applicable German insolvency laws (i) leads to a reduction or prohibition of payment (including payments in form of an insolvency quota) or other distribution (including the proceeds from the enforcement of any Security) by that German Obligor (including any administrator or insolvency administrator) to that Lender, and/or (ii) prejudices or adversely affects the Security granted by that German Obligor (including rendering the Security granted by that German Obligor voidable) in relation to any Lender other than an Equitably Subordinated Lender, including in each case, without limitation, by reason of that Lender: (A) being a member of the Group or affiliate of such a member; or (B) having acquired (directly or indirectly) any participating interests in any credit outstanding hereunder or any commitment hereunder (including by way of sub-participation) in any Credit Facility from a member of the Group or affiliate of such a member in accordance with Section 15.6 (Assignment) or otherwise.

“Equity Interests” means Shares, partnership interests, membership interests in a limited liability company, beneficial interests in a trust, warrants, options, or any other equity interests in any Person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Borrower under section 414 of the Code, and the rules and regulations promulgated thereunder from time to time in effect.

“EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person), as in effect from time to time.

“Euribor” means, with respect to any Interest Period applicable to a Euribor Loan, the per annum rate of interest for deposits in Euros for the specified period published by the European Money Markets Institute, which appears on the Thomson Reuters Screen Page Euribor01 (or any successor thereto or other service selected by the Administrative Agent which is an authorized information vendor for the purpose of displaying such rates) at or about 11:00 a.m. (Brussels time), on the second Banking Day prior to the commencement of such Interest Period. If such Thomson Reuters Screen Page Euribor01 is not available, then the rate of interest will be equal to Euribor-Reference Banks’ Rate; provided that if Euribor is less than zero, such rate shall be deemed to be zero for the purposes of this agreement.

“Euribor-Reference Banks’ Rate” means the arithmetic mean of the rates quoted by four major banks in the Euro-zone, selected by the Administrative Agent, at approximately 11:00 a.m. (Brussels time) on the second Banking Day prior to the commencement of such Interest Period for loans in Euros to leading European banks for a period equal to such Interest Period.

“Euribor Loan” means monies lent by the Lenders to the Borrower in Euros and upon which interest accrues at a rate referable to Euribor.

“Euros” or “€” mean the currency of the European Economic and Monetary Union.

“Event of Default” means any one of the events set forth in Section 13.1.

“Exchange Equivalent” means, as of any particular date, with reference to any amount (the “original amount”) expressed in a particular currency (the “original currency”), the amount expressed in another currency which would be required to buy the original amount of the original currency using the 12:00 noon (Toronto time) spot rate quoted by the Administrative Agent for such date and for comparable amounts of such original currency, or if such rate is unavailable, the Bank of Canada average exchange rate at the close of business on the preceding Banking Day.

“Excluded Accounts” means (a) deposit accounts containing funds which are used solely for the payment of salaries and wages, workers’ compensation, pension benefits, employment benefits, social services taxes and similar expenses or taxes related thereto and (b) deposit accounts and securities accounts not specifically pledged or charged by the Obligors with balances that shall not at any one time exceed an aggregate amount of more than U.S. $500,000.

“Excluded Assets” means:

(a) any property or assets in respect of which the granting of a Lien would be contrary to Applicable Law;

(b) any contracts or agreements, to the extent that the granting of a Lien therein would constitute a breach or cause the acceleration of such contract or agreement, in each case, after giving effect to any applicable anti-assignment provisions of the PPSA or other Applicable Law;

(i) that prohibit, or require the consent of, any Person other than a Specified Entity for the granting of a Lien therein; and

(ii) to the extent that the granting of a Lien therein would cause such Obligor’s rights therein or with respect thereto to be forfeited or to become void, voidable, terminable or revocable, or would cause such Obligor to have breached, violated or defaulted in respect thereof and the consent of the applicable third party thereto (if any) has not been obtained,

but only to the extent, and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by any applicable anti-assignment provisions of any Applicable Law;

(d) any inventory or equipment subject to a Permitted Lien, to the extent the terms of an agreement or instrument giving rise to such Permitted Lien would not permit any other Lien to be granted in such inventory or equipment;

(e) any Trademark application filed with the United States Patent and Trademark Office on an “intent-to-use” basis, until such time as a statement of use is filed with and duly accepted by the United States Patent and Trademark Office;

(f) Equity Interests held by any Obligor in (i) any Immaterial Subsidiary or (ii) in any non-wholly owned Subsidiary where the terms of the organizational documents or any shareholders agreement or similar agreement in respect of such Subsidiary would prohibit or require consent for the granting of a Lien;

(g) Excluded Accounts; and

(h) the property, assets and Equity Interests of TELUS International Philippines, Inc.;

provided, that Excluded Assets shall not include any proceeds, substitutions or replacements of Excluded Assets (unless such proceeds, substitutions or replacements would also constitute Excluded Assets).

“Excluded CEA Swap Obligation” means, with respect to any U.S. Obligor, any CEA Swap Obligation if, and only to the extent that, all or a portion of the guaranty

of such U.S. Obligor of, or the grant by such U.S. Obligor of a security interest to secure, such CEA Swap Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission of the United States of America (or the application or official interpretation of any thereof), including by virtue of such U.S. Obligor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time such U.S. Obligor’s guaranty, or grant of such security interest, becomes effective with respect to such CEA Swap Obligation. If a CEA Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such CEA Swap Obligation that is attributable to swaps for which such U.S. Obligor’s guaranty or security interest is or becomes illegal.

“Excluded Taxes” means, with respect to any Creditor or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) Taxes imposed on or measured by its net income (however denominated), franchise Taxes imposed on it (in lieu of net income taxes) and capital Taxes imposed on it, in each case by any jurisdiction (or any political subdivision thereof) as a result of a present or former connection between such Creditor and the jurisdiction imposing such tax (other than any such connection arising solely from the Creditor having executed, delivered, become party to, or performed its obligations, or received or perfected a security interest under, or received a payment under, or engaged in any transaction in respect of, or enforced, any Loan Document, or selling or assigning any interest in any Loan Document), (b) any branch profits Taxes or any similar Tax imposed by any jurisdiction as a result of a connection described in clause (a) above, (c) withholding Taxes payable under Part XIII of the Tax Act that are imposed on amounts payable to or for the account of a Creditor as a consequence of the Creditor not dealing at arm’s length (within the meaning of the Tax Act) with the Borrower at the time of such payment (other than where the non-arm’s length relationship arises as a result of the Creditor having become party to, received or perfected a security interest under, or received or enforced any right under, any Loan Document), (d) withholding Taxes payable under Part XIII of the Tax Act that are imposed on amounts payable to or for the account of a Creditor as a consequence of the Creditor being a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Borrower, or not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Borrower (other than where the Creditor is a “specified non-resident shareholder”, or does not deal at arm’s length with a “specified shareholder”, as a result of the Creditor having become party to, received or perfected a security interest under, or received or enforced any right under, any Loan Document), and (e) U.S. withholding Taxes imposed under FATCA.

“Existing Credit Agreement” is used with the defined meaning set forth in the recitals to this agreement.

“Existing Immaterial Subsidiaries” means TELUS Communications (U.K.) Ltd., Progressive Pathway, SDN, BHD, TELUS International Korea Corp. and TELUS Philippines, Inc. and “Existing Immaterial Subsidiary” means any of the Existing Immaterial Subsidiaries.

“Exposure” means, with respect to a particular Creditor at a particular time and without duplication, the aggregate amount of the Secured Obligations of each Obligor owing to such Creditor at such time determined by such Creditor. Any portion of the Exposure for a particular Creditor denominated in a currency other than Canadian dollars shall be calculated as the Canadian Dollar Equivalent thereof at such time.

“FATCA” means Section 1471 through 1474 of the Code, as amended as of the date of this agreement (or any amended or successor version that is substantially comparable, and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b) of the Code and any intergovernmental agreements with respect thereto.

“F.R.S. Board” means the Board of Governors of the Federal Reserve System of the United States or any successor thereto.

“Federal Funds Effective Rate” means, for any particular day, the variable rate of interest per annum, calculated on the basis of a year of 360 days and for the actual number of days elapsed, equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers as published for such day (or, if such day is not a Banking Day, for the next preceding Banking Day) by the Federal Reserve Bank of New York or, for any Banking Day on which such rate is not so published by the Federal Reserve Bank of New York, from three Federal Funds brokers of recognized standing selected by the Administrative Agent.

“Financial Statements” means the unaudited consolidated financial statements of the Borrower for the Fiscal Quarter ending September 30, 2020.

“Financing Lease” means any lease of property, real or personal, the obligations of the lessee in respect of which are required in accordance with generally accepted accounting principles to be capitalized on the balance sheet of the lessee but, for certainty and consistent with Section 1.22, excluding any leases that would have been classified as, and determined to be, operating leases in accordance with generally accepted accounting principles in effect immediately prior to the implementation of IFRS 16 - Leases.

“Fiscal Quarter” means (i) in respect of the Subject Entities (other than TELUS Int’l FinCo 3 Ltd., TELUS Int’l FinCo 4 Ltd., TELUS Int’l FinCo 5 Ltd. and TELUS Int’l FinCo 6 Ltd.), any of the three-month periods ending on the last day of March, June, September and December in each year, (ii) in respect of TELUS

Int’l FinCo 3 Ltd., any of the three-month periods ending on the last day of April, July, October and January, and (iii) in respect of TELUS Int’l FinCo 4 Ltd., TELUS Int’l FinCo 5 Ltd. and TELUS Int’l FinCo 6 Ltd., any of the three-month periods ending on the last day of February, May, August and November.

“Fiscal Year” means (i) in respect of the Subject Entities (other than TELUS Int’l FinCo 3 Ltd. , TELUS Int’l FinCo 4 Ltd., TELUS Int’l FinCo 5 Ltd. and TELUS Int’l FinCo 6 Ltd.), any of the twelve-month periods ending on the last day of December in each year, and (ii) in respect of TELUS Int’l FinCo 3 Ltd., any of the twelve-month periods ending on the last day of January, and (iii) in resepect of TELUS Int’l FinCo 4 Ltd., TELUS Int’l FinCo 5 Ltd. and TELUS Int’l FinCo 6 Ltd., any of the twelve-month periods ending on the last day of November.

“Free Cash Flow” means, for any particular Fiscal Quarter, EBITDA for such Fiscal Quarter less the sum (without duplication) of the following:

(a) unfunded Capital Expenditures made by the Subject Entities during such Fiscal Quarter;

(b) consolidated cash payments on account of income tax of the Subject Entities for such period; and

determined in each case in accordance with Section 1.17 and expressed in Canadian dollars.

“Funding Date” means the date of the initial extension of credit under the NRT 2 Facility and the extension of credit under the RT 2 Facility up to an amount equal to the RT 2 Credit Limit upon fulfillment or waiver of the conditions precedent specified in Section 12.3 on or prior to January 29, 2021.

“generally accepted accounting principles” means IFRS, applied on a consistent basis and subject at all times to the application of Section 1.22.

“German Obligor” shall have the meaning ascribed thereto in Section 12.2(f)(i).

“Group” means the Parent and each of its subsidiaries within the meaning of Sections 15 - 17 of the German Stock Corporation Act (Aktiengesetz) from time to time .

“Guarantees” means one or more guarantees which have been entered into or are to be entered into by the Guarantors in favour of the Administrative Agent, each in accordance with the Agreed Security Principles and in form and substance satisfactory to the Administrative Agent and its counsel, acting reasonably, and pursuant to which each Guarantor guarantees the Secured Obligations of the Borrower from time to time, including the guarantees described in Section 1 of Schedule H.

“Guarantors” means the Subsidiaries of the Borrower other than (i) the Non-Guaranteeing Subsidiaries and (ii) the Immaterial Subsidiaries, and “Guarantor” means any of the Guarantors. As at the Closing Date, the Guarantors are the Subsidiaries listed in Part 1 of Schedule N. As at the completion of the Lionbridge Transaction, the Guarantors are the Subsidiaries listed in Part 2 of Schedule N. For certainty and notwithstanding the grace period set forth in Section 11.1(v) to deliver the Guarantees and Security Documents referenced therein (in this definition, the “Section 11.1(v) Deliverables”), each of the Target Entities listed in Part 2 of Schedule N shall be deemed to be and shall be treated as a Guarantor for purposes of this agreement upon and following the completion of the Lionbridge Transaction regardless of whether the Section 11.1(v) Deliverables have been delivered and the parties hereto agree that no Default or Event of Default shall occur solely as a consequence of such Target Entity completing a transaction or taking an action that a Guarantor is permitted to complete or take, as the case may be, pursuant to this agreement prior to the delivery by such Target Entity of the Section 11.1(v) Deliverables required to be delivered by it in accordance with Section 11.1(v)) unless such Target Entity fails to do so as required by Section 11.1(v).

“Hazardous Materials” means any hazardous substance, other pollutant or contaminant or hazardous or toxic chemical, material or substance within the meaning of Environmental Laws applicable to the Property.

“Hedging Obligations” of any Person means obligations of such Person under any agreement, whether or not in writing, relating to any transaction that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, note or bill option, interest rate option, forward foreign exchange transaction, cap, collar or floor transaction, currency swap, cross-currency rate swap, swaption, currency option or any other similar transaction (including any option to enter into any of the foregoing) or any combination of the foregoing, and, unless the context otherwise clearly requires, any master agreement relating to or governing any or all of the foregoing.

“IFRS” means, at any given date, International Financial Reporting Standards, as issued by the International Accounting Standards Board.

“Immaterial Subsidiaries” means the Existing Immaterial Subsidiaries and any such other Subsidiary of the Borrower designated in writing as an Immaterial Subsidiary by the Borrower to the Administrative Agent that otherwise complies with Section 10.1(z) and 11.3(r) and “Immaterial Subsidiary” means any of the Immaterial Subsidiaries.

“Indebtedness” of any Person means, without duplication, (i) indebtedness for borrowed money of such Person and such Person’s redemption obligations in respect of mandatorily redeemable Preferred Stock, (ii) Purchase Money Obligations of such Person, (iii) other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (iv) obligations of such Person under any Financing Lease, (v) all Hedging Obligations of such Person

measured on a marked-to-market basis at the time of determination, (vi) every reimbursement obligation of such Person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person, (vii) contingent obligations of such Person with respect to the Indebtedness of another Person (including any guarantee or indemnity of such Person in respect of Indebtedness of another Person), (viii) actual end of day indebtedness of such Person under any Cash Management Agreements, and (ix) indebtedness of such Person for the deferred purchase price of property acquired by such Person (including, without limitation, all indebtedness created or arising under any conditional sale or other title retention agreement with respect to such property). For certainty, “Indebtedness” shall not include trade payables and other accrued liabilities incurred by such Person in the ordinary course of business.

“Indemnified Person” shall have the meaning ascribed thereto in Section 8.5(a).

“Indemnified Taxes” means Taxes other than Excluded Taxes imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document.

“Individual Accordion Commitment” shall have the meaning ascribed thereto in Section 2.2(a).

“Individual Commitment” means, with respect to a particular Lender and a particular Credit Facility, the amount set forth in Schedule A attached hereto, as reduced, increased or amended from time to time pursuant to Sections 2.2, 2.5, 8.3 and 15.6, as the Individual Commitment of such Lender with respect to such Credit Facility, provided that, upon the termination of a Credit Facility pursuant to Section 2.6, the Individual Commitment of each Lender with respect to such Credit Facility shall thereafter be equal to the amount of outstanding credit extended to the Borrower by such Lender under such Credit Facility immediately prior to the termination of such Credit Facility. As concerns the Individual Commitment of the Lender that is also the Overdraft Lender, only such Lender’s Pro Rata Share of any Overdraft Loans shall be included in calculating, at any particular time, the outstanding credit advanced to the Borrower by such Lender at such time.

“Intellectual Property” shall mean all of the Subject Entities’ (a) Canadian, United States and foreign registered and unregistered trade names, trademarks, service marks, domain names and other Internet addresses or identifiers, trade dress, corporate names and similar rights thereto, including any registrations for and applications (including intent to use applications) to register any of the foregoing, all renewals thereof and all goodwill associated therewith; (b) Canadian, United States and foreign patents and patent applications, including all provisional, divisions, continuations, continuations in part and reissues; (c) Canadian, United States and foreign registered and unregistered copyrights and applications for registration, renewals and extensions in connection any such registrations, together with all translations thereof; (d) trade secrets, know-how, inventions, invention disclosures, methods, processes, technical data, specifications, techniques, research

and development information, technology, product roadmaps, drawings, designs, plans, proposals, financial, marking and business data, pricing and cost information, customer and supplier lists and any other confidential information (collectively, “Trade Secrets”); and (e) moral rights, publicity rights, database rights, mask works, utility and industrial models and registrations and applications for registration thereof, and any other proprietary or intellectual property rights of any kind or nature that do not comprise or are not protected by trademarks, patents, copyrights or Trade Secrets.

“Interest Expenses” means for any particular period the amount (expressed in Canadian dollars) which would be classified on the consolidated statement of earnings of the Borrower for such period as interest expenses and interest equivalents (whether expensed or capitalized), all as determined in accordance with Section 1.17.

“Interest Period” means, in the case of any LIBOR Loan, the applicable period for which interest on such LIBOR Loan shall be calculated in accordance with Article 7 of this agreement.

“Investment” shall mean, in respect of any Person, any advance, loan, extension of credit or capital contribution to, purchase of Shares, bonds, notes, debentures or other securities of, or any other investment made in, any other Person but shall exclude any Acquisition, any acquisition of tangible personal property and any capital or exploration expenditures. The amount of any Investment shall be the original principal or capital amount thereof less all returns of principal or equity, or distributions or dividends paid, thereon and shall, if made by the transfer or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair value of such property at the time of such Investment, as determined in good faith by the Borrower.

“Issuing Lender” means The Bank of Nova Scotia or any other Lender selected by the Administrative Agent and acceptable to the Borrower who assumes in writing the obligation of issuing Letters under the RT Facilities on behalf of the Lenders.

“Lender” and “Lenders” shall have the meaning ascribed thereto in the preamble, and shall include any Accordion Lender that has executed and delivered an Accordion Confirmation or an Accordion Agreement in accordance with Section 2.2.

“Lenders’ Fee Letter” means the fee letter dated as of the date hereof between the Borrower and the Administrative Agent, for and behalf of the Lenders.

“Letter” means a standby letter of credit or letter of guarantee denominated in Canadian or United States dollars or Euros and in form satisfactory to and issued by the Issuing Lender for a term not exceeding one year, or as otherwise agreed to by the Issuing Lender, whereby the Issuing Lender, acting at the request and on the credit of the Borrower (and, if applicable, a Subsidiary of the Borrower) and in

accordance with the instructions of the Borrower, is to make payment in accordance with the terms and conditions thereof of an amount to or to the order of a third party.

“LIBOR” means Euribor or LIBOR (U.S.), as applicable. In the event an applicable LIBOR is below zero, such rate shall be deemed to be zero.

“LIBOR Loans” means Euribor Loans and LIBOR (U.S.) Loans and “LIBOR Loan” means either one of the LIBOR Loans.

“LIBOR (U.S.)” means, with respect to any Interest Period applicable to a LIBOR (U.S.) Loan, the per annum rate of interest determined by the Administrative Agent, based on a 360 day year as the rate for deposits in United States dollars appearing on the display referred to as the “LIBOR 01 Page” (or any display substituted therefor) of Reuter Monitor Money Rates Service for a period equal to the number of days in the applicable Interest Period, at or about 11:00 a.m. (London, England time) on the second Banking Day prior to the first day of such Interest Period. If such “LIBOR 01 Page” is not available, then “LIBOR (U.S.)” shall mean, with respect to any such Interest Period, the per annum rate of interest, based on a 360 day year (rounded upwards, if necessary, to the nearest 1/100th of one percent) determined by the Administrative Agent at approximately 11:00 a.m. (London, England time) (or so soon thereafter as practicable) on the second Banking Day prior to the first day of such Interest Period offered to the Administrative Agent by leading banks in the London interbank market for the placing of United States dollar deposits with the Administrative Agent having a term comparable to such Interest Period and in an amount comparable to the principal amount of the applicable LIBOR (U.S.) Loan. In no event shall LIBOR (U.S.) be less than zero.

“LIBOR (U.S.) Loan” means monies lent by the Lenders to the Borrower in United States dollars and upon which interest accrues at a rate referable to LIBOR (U.S.).

“Lien” means any mortgage, charge, hypothec, assignment, pledge, lien, vendor’s privilege, supplier’s right of reclamation or other security interest or encumbrance of whatever kind or nature, regardless of form and whether consensual or arising by law (statutory or otherwise), that secures the payment of any indebtedness or liability or the observance or performance of any obligation.

“Lionbridge Transaction” means the acquisition of all of the issued and outstanding Shares of the Target by TELUS International Holding (U.S.A.) Corp. pursuant to the Lionbridge Sale and Purchase Agreement.

“Lionbridge Sale and Purchase Agreement” means the stock purchase agreement dated as of November 6, 2020 by and among LBT Investment Holdings, LLC, as seller, TELUS International Holding (U.S.A.) Corp., as purchaser, and the Target, as company, pursuant to which TELUS International Holding (U.S.A.) Corp. agreed to purchase all of the outstanding shares of the Target.

“Loan Documents” means this agreement, the Guarantees, the Security Documents, the Perfection Certificates, the Agency Fee Letter and the Lenders’ Fee Letter and the Arrangers’ Fee Letters.

“Loans” means Prime Rate Loans, BA Equivalent Loans, Base Rate Canada Loans and LIBOR Loans.

“Majority Lenders” means, at any particular time prior to the repayment in full of all Indebtedness of the Borrower to the Lenders hereunder and the termination of all commitments of the Lenders hereunder, such group of Lenders whose Individual Commitments (expressed in Canadian dollars) aggregate at least a majority of the aggregate amount of the Individual Commitments of all of the Lenders at such time and, at any particular time thereafter, such group of Qualified Capital Market Lenders and Cash Management Lenders which have aggregate Exposure in an amount of at least a majority of the aggregate Exposure of all of the Qualified Capital Market Lenders and Cash Management Lenders at such time. Notwithstanding the foregoing, (x) the unfunded Individual Commitment of, and the outstanding extensions of credit held or deemed to be held by, any Defaulting Lender and (y) the Individual Commitment of TELUS Corporation shall in all cases be excluded for purposes of making a determination of Majority Lenders.

“Master Services Agreement” means the master services agreement dated April 1, 2016 between the Borrower and TELUS Communications Company, as the same has been amended by a master services agreement amending agreement #1 effective as of April 1, 2020 and a third amending agreement dated October 10, 2020.

“Material Adverse Change” means any change of circumstances or any event which the Majority Lenders determine, acting reasonably, is reasonably likely to have a Material Adverse Effect.

“Material Adverse Effect” means a material adverse effect (or a series of adverse effects, none of which is material in and of itself but which, cumulatively, result in a material adverse effect) on:

(a) the business, property, assets, liabilities or condition (financial or otherwise) of the Obligors considered as a whole from September 30, 2020;

(b) the ability of the Obligors, taken as a whole, to perform their obligations under the Loan Documents; or

“Material Contracts” means the Master Services Agreement and the Shared Services Agreements.

“Maturity Date” means (i) in respect of the RT Credit Facilities, the RT Maturity Date, (ii) in respect of the NRT 1 Facility, the NRT 1 Facility Maturity Date, and (iii) in respect of the NRT 2 Facility, the NRT 2 Facility Maturity Date.

“Multiemployer Plan” shall mean any Plan which is a “multiemployer plan” (as such term is defined in section 3(37) or section 4001(a)(3) of ERISA).

“Net Income” means, for any particular period, the amount (expressed in Canadian dollars) which would be classified on the consolidated income statement of the Borrower for such period as net income, determined in accordance with Section 1.17.

“Net Proceeds” means, with respect to any disposition of assets by a Subject Entity pursuant to Section 11.3(o)(v), the aggregate cash proceeds (including cash proceeds subsequently received (as and when received by such Subject Entity) in respect of non-cash consideration initially received) of such disposition net of all transaction costs (including fees and commissions applicable thereto) and expenses incurred and reserves taken for taxes reasonably estimated to be payable in connection therewith.

“Non-FATCA Compliant Lender” means any Lender hereunder who is in breach of its obligations under FATCA.

“Non-Guaranteeing Subsidiaries” means:

(a) any Subsidiary of the Borrower which is not a direct or indirect wholly-owned Subsidiary of the Borrower;

(b) any Subsidiary of the Borrower with respect to which the provision of a guarantee of the Secured Obligations of the Borrower or the granting of security to secure the Secured Obligations of such Subsidiary would be contrary to Applicable Law (which as at the Closing Date includes, for greater certainty, Xavient Infotech Pvt. Ltd. and Xavient Software Solutions India Pvt. Ltd.); or

(c) any Subsidiary of the Borrower (other than TELUS International Philippines, Inc.) with respect to which the Majority Lenders have determined that the cost of having such Subsidiary guarantee the Secured Obligations of the Borrower and grant a security interest in the assets of such Subsidiary would be excessive in relation to the value of such guarantee and security; provided at no time shall the aggregate EBITDA of all Subsidiaries of the Borrower that qualify as Non-Guaranteeing Subsidiaries pursuant to this clause (c) constitute more than 15% of the consolidated EBITDA of the Borrower.

For certainty, any Subsidiary of the Borrower which is not a direct or indirect wholly-owned Subsidiary of the Borrower and subsequently becomes a direct or indirect wholly-owned Subsidiary of the Borrower thereupon shall cease to be a

Non-Guaranteeing Subsidiary, unless such Subsidiary otherwise qualifies as a Non-Guaranteeing Subsidiary pursuant to clause (b) or clause (c) of this definition. As at the Closing Date, the Non-Guaranteeing Subsidiaries are the Subsidiaries listed in Part 1 of Schedule O. As at the completion of the Lionbridge Transaction, the Non-Guaranteeing Subsidiaries are the Subsidiaries listed in Part 2 of Schedule O.

“Non-Schedule I Lenders” means the Lenders that are not Schedule I Lenders, including Lenders that are listed in Schedule II or Schedule III to the Bank Act (Canada).

“Non-U.S. Plan” shall mean any plan, fund or other similar program that (a) is established or maintained outside the United States of America by any of the Subject Entities primarily for the benefit of employees of such member residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and (b) is not subject to ERISA or the Code.

“NRT 1 Credit Excess” means, as at a particular date, the amount, if any, by which the amount of credit outstanding under the NRT 1 Facility as at the close of business on such date exceeds the NRT 1 Credit Limit as at the close of business on such date.

“NRT 1 Credit Limit” means U.S.$600,000,000, as such amount may be increased from time to time pursuant to Section 2.2 or reduced from time to time pursuant to Section 2.5.

“NRT 1 Facility” shall have the meaning ascribed thereto in Section 2.1(c).

“NRT 1 Facility Scheduled Repayment Aggregate” means, at the time of any scheduled repayment under the NRT 1 Facility pursuant to the first sentence of Section 9.1(b), the aggregate of (x) the amount of credit extended to the Borrower pursuant to the initial Drawdown Notice delivered by the Borrower to the Administrative Agent under the NRT 1 Facility and (y) all increases of the NRT 1 Credit Limit pursuant to Section 2.2 on or prior to such date.

“NRT 1 Maturity Date” means January 28, 2025.

“NRT 2 Credit Excess” means, as at a particular date, the amount, if any, by which the amount of credit outstanding under the NRT 2 Facility as at the close of business on such date exceeds the NRT 2 Credit Limit as at the close of business on such date.

“NRT 2 Credit Limit” means U.S.$250,000,000, as such amount may be increased from time to time pursuant to Section 2.2 or reduced from time to time pursuant to Section 2.5.

“NRT 2 Facility” shall have the meaning ascribed thereto in Section 2.1(d).

“NRT 2 Facility Scheduled Repayment Aggregate” means, at the time of any scheduled repayment under the NRT 2 Facility pursuant to the first sentence of Section 9.1(b), the aggregate of (x) the amount of credit extended to the Borrower pursuant to the initial Drawdown Notice delivered by the Borrower to the Administrative Agent under the NRT 2 Facility and (y) all increases of the NRT 2 Credit Limit pursuant to Section 2.2 on or prior to such date.

“NRT Credit Limits” means the NRT 1 Credit Limit and the NRT 2 Credit Limit and “NRT Credit Limit” means either of the NRT Credit Limits.

“NRT Facilities” means the NRT 1 Facility and the NRT 2 Facility and “NRT Facility” means either of the NRT Facilities.

“NRT 2 Maturity Date” means December 22, 2022.

“Obligors” means, collectively, the Borrower and the Guarantors and “Obligor” means any of the Obligors.

“Official Body” means any national government or government of any political subdivision thereof, or any parliament, legislature, council, agency, authority, board, central bank, monetary authority, commission, department or instrumentality thereof, or any court, tribunal, grand jury, mediator or arbitrator, whether foreign or domestic, in each case having jurisdiction in the relevant circumstances.

“Official Body Consent” means any licence, right, permit, franchise, privilege, registration, direction, decree, consent, order, permission, approval or authority issued or provided by an Official Body.

“Order” means an order, judgment, injunction or such other determination of an Official Body restricting payment by the Issuing Lender under and in accordance with a Letter or extending the Issuing Lender’s liability under a Letter beyond the expiration date stated therein.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this agreement or any other Loan Document.

“Overdraft Lender” means The Bank of Nova Scotia or any other Lender with an Individual Commitment with respect to the RT 2 Facility selected by the Administrative Agent and acceptable to the Borrower who assumes in writing the obligation of making Overdraft Loans on behalf of the Lenders.

“Overdraft Loan” shall have the meaning ascribed thereto in Section 3.14(a).

“Parent” means TELUS Communications Inc., a corporation incorporated under the laws of the Province of British Columbia.

“PBGC” means Pension Benefit Guaranty Corporation or any governmental body succeeding to its functions.

“Perfection Certificate” means, in respect of each Obligor, the certificate of a senior officer of such Obligor, addressed to the Administrative Agent, in form and substance satisfactory to the Administrative Agent and pursuant to which certain factual matters relating to such Obligor and, to the extent applicable, the assets of such Obligor are certified true and correct, together with all schedules and exhibits attached thereto or referred to therein, as the same may be updated from time to time pursuant to Section 11.1(b).

“Permitted Acquisition” means (i) the Triple C Transaction, (ii) the Lionbridge Transaction, and (iii) any other Acquisition with respect to which:

(a) the business of the entity being acquired is (in the case of a share Acquisition) or the assets being acquired are used in or relate to (in the case of an asset Acquisition), a business of the nature conducted at such time by the Subject Entities or related to such business;

(b) no Default or Event of Default exists at the time of such proposed Acquisition and no Default or Event of Default would exist immediately after the implementation of any such proposed Acquisition;

(c) with respect to any Acquisition the aggregate consideration for which exceeds U.S.$10,000,000, historical audited financial statements for the assets or of the entity being acquired, as applicable, as well as a copy of the purchase agreement, have been provided to the Administrative Agent;

(d) the Borrower would be in compliance with the financial covenants set out in Sections 11.1(f) and 11.1(g), on a pro forma basis, immediately after giving effect to the implementation of any such Acquisition; and

(e) the board of directors of the entity being acquired or of the entity whose assets are being acquired, as applicable, have not publically expressed their opposition to such Acquisition.

“Permitted Daylight Loan Transactions” means unsecured loans made by one or more Lenders (other than TELUS Corporation) to any Obligor on terms and conditions satisfactory to the Administrative Agent and the Overdraft Lender, each acting reasonably, on any Banking Day (a “Daylight Loan Date”), the proceeds of which are, by way of one or more steps, used by such Obligor and other Subject Entities, directly or indirectly, to: (i) make loans to, equity investments in or capital contributions to one or more Subject Entities, including one or more newly formed Subject Entitles, (ii) repay loans owing to, redeem equity investments in or otherwise return capital to one or more Subject Entities, (iii) make interest

payments on loans from or pay dividends or other Distributions to one or more Subject Entities, or (iv) purchase loans or equity interests in one or more Subject Entities, in each case, pursuant to transactions among Subject Entities and which proceeds are returned in full to an Obligor and used to repay the obligations owing to the relevant Lenders in respect of such loans no later than on the Banking Day immediately following the Daylight Loan Date.

“Permitted Indebtedness” means (without duplication):

(a) the Secured Obligations of any Obligor;

(b) Indebtedness of the Subsidiaries of the Borrower in respect of (i) working capital loans, and (ii) reimbursement obligations with respect to rental guarantees issued in connection with properties leased by any such Subsidiary and letters of credit or similar facilities, which do not exceed in the aggregate the greater of (i) U.S.$60,000,000, and (ii) 2.5% of the total consolidated assets of the Borrower;

(d) Indebtedness owing by a Subject Entity to an Obligor;

(e) unsecured Indebtedness owing by a Subject Entity to a Non-Guaranteeing Subsidiary that has executed and delivered a Postponement and Subordination Undertaking (or, with respect to any Target Entity that will be a Non-Guaranteeing Subsidiary, unsecured Indebtedness owing by a Subject Entity to such Non-Guaranteeing Subsidiary, provided that such Non-Guaranteeing Subsidiary has executed and delivered a Postponement and Subordination Undertaking on or before January 18, 2021);

(f) Shareholder Loans;

(g) Indebtedness incurred in connection with any unsecured guarantee of the Borrower (the “Guaranteed Indebtedness”) of any Indebtedness permitted under paragraph (b), provided that the aggregate amount of such Guaranteed Indebtedness shall not exceed in the aggregate the greater of (i) U.S.$60,000,000 and (ii) 2.5% of the total consolidated assets of the Borrower;

(h) unsecured Indebtedness pursuant to Permitted Daylight Loan Transactions (provided that, for certainty, any such Indebtedness is repaid no later than on the Banking Day immediately following the Daylight Loan Date); and

(i) Indebtedness in connection with CCC Secured Non-Lender Hedge Arrangement.

“Permitted Investments” means an Investment by a Subject Entity with respect to which:

(a) such Investment is a Secured Asset;

(b) Investments in Cash;

(d) Investments made by any Subject Entity in another Subject Entity;

(e) Investments consisting of non-cash consideration received in connection with a disposition of property or assets permitted under Section 11.3(o);

(f) Investments consisting of Equity Interests, securities or notes received in settlement of accounts receivable incurred in the ordinary course of business from a customer that the Borrower or any other Subject Entity has reasonably determined is unable to make cash payments in accordance with the terms of such account receivable;

(g) accounts receivable created or acquired, and deposits, prepayments and other credits to suppliers made, in the ordinary course of business;

(h) prepaid expenses and lease, utility, workers’ compensation, performance and other similar deposits made in the ordinary course of business; and

(i) Investments by the Subject Entities made after the date hereof not otherwise referenced in this definition in the maximum consolidated and aggregated amount of U.S.$10,000,000.

“Permitted Liens” means any one or more of the following with respect to the property and assets of a Subject Entity:

(a) inchoate or statutory Liens for taxes, assessments and other governmental charges or levies which are not delinquent (taking into account any relevant grace periods) or the validity of which are currently being contested in good faith by appropriate proceedings and in respect of which there shall have been set aside a reserve (segregated to the extent required by generally accepted accounting principles) in an amount which is adequate therefor;

(b) Liens granted pursuant to Section 8a of the German Old Age Employees Act (Altersteilzeitgesetz) or Section 7e of the Fourth Book of the German Social Code (Sozialgesetzbuch IV);

(c) inchoate or statutory Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers, lessors and others in respect of construction, maintenance, repair, operation or location of Secured Assets,

provided that such Liens are related to obligations not due or delinquent (taking into account any applicable grace or cure periods), are not registered as encumbrances against title to any of the property and assets of such Subject Entity and adequate holdbacks are being maintained as required by applicable legislation or such Liens are being contested in good faith by appropriate proceedings and in respect of which there shall have been set aside a reserve (segregated to the extent required by generally accepted accounting principles) in an amount which is adequate with respect thereto and provided further that such Liens do not in the aggregate materially detract from the value of the property and assets of such Subject Entity encumbered thereby or materially interfere with the use thereof in the operation of the business of such Subject Entity;

(d) easements, rights-of-way, servitudes, restrictions and similar rights in real property comprised in the property and assets of such Subject Entity or interests therein granted or reserved to other Persons, provided that such rights do not in the aggregate materially detract from the value of the property and assets of such Subject Entity subject thereto or materially interfere with the use thereof in the operation of the business of such Subject Entity;

(e) Liens constituted by rights of distress or similar rights reserved in or exercisable under any lease or easement for rent or other payment and for compliance with the terms of such lease or easement;

(f) title defects or irregularities which are of a minor nature and which do not in the aggregate materially detract from the value of the property and assets of such Subject Entity encumbered thereby or materially interfere with the use thereof in the operation of the business of such Subject Entity;

(g) Liens securing appeal bonds and other similar Liens arising in connection with court proceedings (including, without limitation, surety bonds, security for costs of litigation where required by law and letters of credit) or any other instruments serving a similar purpose;

(h) attachments, judgments and other similar Liens arising in connection with court proceedings; provided, however, that the same would not constitute an Event of Default;

(i) the reservations, limitations, provisos and conditions, if any, expressed in any original grant from the Crown or other Official Body of any real property or any interest therein;

(j) Liens, charges or other security interests given to a public utility or any municipality or governmental or other public authority when required by such utility or other authority in connection with the operation of the business of such Subject Entity or the ownership of the property and assets

of such Subject Entity, provided that such Liens do not in the aggregate reduce the fair market value of the property and assets of such Subject Entity or materially interfere with the use thereof in the operation of the business of such Subject Entity;

(k) servicing agreements, development agreements, site plan agreements, and other agreements with governmental or public authorities pertaining to the use or development of any of the property and assets of such Subject Entity, provided same are complied with including, without limitation, any obligations to deliver letters of credit and other security as required;

(l) applicable municipal and other governmental restrictions, including municipal by-laws and regulations, affecting the use of land or the nature of any structures which may be erected thereon, provided such restrictions have been complied with;

(m) Liens pursuant to the general terms and/or conditions of banks and saving banks (Allgemeine Geschäftsbedingungen der Banken und/oder Sparkassen) arising as a matter of their general terms and conditions or law encumbering deposits (including the right of set-off);

(n) Liens granted pursuant to the Security Documents;

(o) Liens securing the Permitted Indebtedness referred to in paragraphs (b), (c) and (d) of the definition thereof;

(p) Liens securing the Permitted Indebtedness referred to in paragraph (i) of the definition thereof provided such Liens extend only to certain amounts in bank account DE05200600000301141029, GENODEFF200, which are on deposit in such bank account to secure such Permitted Indebtedness; and

(q) the extension, renewal or refinancing of any Permitted Lien, provided that such Liens do not extend to any additional assets, property or undertaking of such Subject Entity.

“Person” means any natural person, corporation, firm, partnership, joint venture, joint stock company, incorporated or unincorporated association, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity.

“Plan” an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title IV of ERISA, or Section 412 of the Code that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Borrower or any ERISA Affiliate or with respect to which the Borrower or any ERISA Affiliate may have any liability.

“Pledged Subject Entities” means those Subject Entities (other than Immaterial Subsidiaries) that are directly or indirectly wholly-owned Subsidiaries of the Borrower, the Equity Interests of which have been pledged to the Administrative Agent pursuant to a Security Document on the Closing Date or which are required to be pledged to the Administrative Agent pursuant to Sections 11.1(v) or 11.3(l).

“Postponement and Subordination Undertaking” means a postponement and subordination undertaking to be entered into by any Non-Guaranteeing Subsidiary to which a Subject Entity is indebted in form and substance satisfactory to the Administrative Agent.

“PPSA” means the Personal Property Security Act (Ontario) or the Personal Property Security Act in any other province or territory of Canada, as applicable or as the context may otherwise require.

“Preferred Stock” shall mean any class of Shares of a corporation that is preferred over any other class of Shares of such corporation as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such corporation.

“Prepayment Notice” shall have the meaning ascribed thereto in Section 9.4.

“Prime Rate” means the greater of (i) the variable rate of interest per annum equal to the rate of interest determined by the Administrative Agent from time to time as its prime rate for Canadian dollar loans made by the Administrative Agent in Canada from time to time, being a variable per annum reference rate of interest adjusted automatically upon change by the Administrative Agent calculated on the basis of a year of 365 days or 366 days in the case of a leap year and (ii) the sum of (a) the BA Schedule I Rate for a 30 day term, and (b) 1% per annum.

“Prime Rate Loan” means monies lent by the Lenders to the Borrower hereunder in Canadian dollars and upon which interest accrues at a rate referable to the Prime Rate.

“Pro Rata Share” means:

(a) when used with reference to a particular Credit Facility at any particular time and with respect to a particular Lender, the ratio of the Individual Commitment of such Lender with respect to such Credit Facility at such time to the aggregate of the Individual Commitments of all of the Lenders with respect to such Credit Facility at such time; and

(b) when used without reference to a particular Credit Facility at any particular time and with respect to a particular Lender, the ratio of the aggregate Individual Commitments of such Lender with respect to both of the Credit Facilities at such time to the aggregate of the Individual Commitments of all of the Lenders with respect to both of the Credit Facilities at such time.

“Proceeds of Realization” means all cash and non-cash proceeds derived from any sale, disposition or other realization of the Secured Assets or received from any Guarantor pursuant to a Guarantee (i) on or after the Enforcement Date, (ii) upon any dissolution, liquidation, winding-up, reorganization, bankruptcy, insolvency or receivership of an Obligor (or any other arrangement or marshalling of the Secured Assets that is similar thereto) (other than any dissolution, liquidation, winding-up or reorganization permitted pursuant to Section 11.3(c)) or (iii) upon the enforcement of, or any action taken with respect to, any of the Guarantees or the Security Documents. For greater certainty, insurance proceeds derived as a result of the loss or destruction of any of the Secured Assets or cash or non-cash proceeds derived from any expropriation or other condemnation of any of the Secured Assets shall not constitute Proceeds of Realization prior to the Enforcement Date.

“Property” means all present or future real property which is owned, leased, operated, occupied, controlled or used by the Subject Entities.

“Purchase Money Obligations” means Indebtedness arising in the ordinary course of business which is assumed as part of, or issued or incurred to pay or provide funds to pay, all or a part of the purchase price of any personal or moveable property but specifically excluding Indebtedness under Financing Leases.

“Qualified Affiliate” means an affiliate of a Lender who has executed and delivered to the Administrative Agent an instrument of adhesion in the form set forth in Schedule M.

“Qualified Capital Market Lender” means (x) any Person that enters into a Capital Market Agreement at a time when such Person is a Lender or (y) any Person that is a Qualified Affiliate and enters into a Capital Market Agreement at a time when the Lender with which such Qualified Affiliate is affiliated is a Lender, even if, in each case, such Person subsequently ceases to be Lender or a Qualified Affiliate, as the case may be.

“Qualified ECP Obligor” means, in respect of any CEA Swap Obligation, an Obligor that has total assets exceeding $10,000,000 at the time the relevant guaranty or grant of the relevant security interest becomes effective with respect to such CEA Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Receiver” means a receiver, receiver and manager or other person having similar powers or authority appointed by the Administrative Agent or by a court at the instance of the Administrative Agent in respect of the Secured Assets or any part thereof.

“Release” means a “release”, as such term is defined in CERCLA.

“Reporting Date” means, for each of the first three Fiscal Quarters of each Fiscal Year, the date which is 60 days after the end of each such Fiscal Quarter and, for the fourth Fiscal Quarter of each Fiscal Year, the date which is 120 days after the end of each such Fiscal Quarter.

“Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country

(including any delegee) having responsibility for the regulation of any EEA Financial Institution.

“Restricted Countries” means, at any particular time, any country subject to Sanctions at such time.

“Rolling Debt Service Charges” means, for any Fiscal Quarter, the sum of Debt Service Charges for such Fiscal Quarter and for the three immediately preceding Fiscal Quarters.

“Rolling EBITDA” means, for any Fiscal Quarter, the sum of EBITDA for such Fiscal Quarter and for the three immediately preceding Fiscal Quarters.

“Rollover Notice” shall have the meaning ascribed thereto in Section 5.3.

“RT Credit Limits” means the RT 1 Credit Limit and the RT 2 Credit Limit and “RT Credit Limit” means either of the RT Credit Limits.

“RT 1 Credit Excess” means, as at a particular date, the amount, if any, by which the amount of credit outstanding under the RT 1 Facility as at the close of business on such date exceeds the RT 1 Credit Limit as at the close of business on such date.

“RT 1 Credit Limit” means U.S.$230,000,000, as such amount may be increased from time to time pursuant to Section 2.2 or reduced from time to time pursuant to Section 2.5.

“RT 1 Facility” shall have the meaning ascribed thereto in Section 2.1(a).

“RT 2 Credit Excess” means, as at a particular date, the amount, if any, by which the amount of credit outstanding under the RT 2 Facility as at the close of business on such date exceeds the RT 2 Credit Limit as at the close of business on such date.

“RT 2 Credit Limit” means U.S.$620,000,000, as such amount may be increased from time to time pursuant to Section 2.2 or reduced from time to time pursuant to Section 2.5.

“RT 2 Facility” shall have the meaning ascribed thereto in Section 2.1(b).

“RT Facilities” means the RT 1 Facility and the RT 2 Facility and “RT Facility” means either of the RT Facilities.

“RT Maturity Date” means January 28, 2025.

“Sanctioned Person” means any Person who is a designated target of Sanctions or is otherwise a subject of Sanctions, including as a result of being:

(a) owned or controlled directly or indirectly by any Person which is a designated target of Sanctions; or

(b) organized under the laws of any country that is subject to general or country-wide Sanctions; or

any Person that is a “designated person”, “politically exposed foreign person” or “terrorist group” as described in any Canadian or United Kingdom Sanctions law.

“Sanctions” means any economic or trade sanctions or restrictive measures enacted, administered, imposed or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council, the Parliament of Canada, the European Union, and/or any present or future member state thereof and/or the United Kingdom’s Her Majesty’s Treasury or other relevant sanctions authority.

“Schedule I Lenders” means the Lenders that are listed in Schedule I to the Bank Act (Canada).

“Scotia Fee Letter” means the fee letter dated as of the date hereof between The Bank of Nova Scotia and the Borrower.

“Secured Assets” means all of the present and future assets, property and undertaking of each Obligor and any and all proceeds of any of the foregoing (including all Equity Interests that constitute Investments of any Obligor as well as all Equity Interests held by any Obligor in any non wholly-owned Subsidiary of the Borrower), other than Excluded Assets.

“Secured Obligations” shall mean all indebtedness, obligations and liabilities, present or future, absolute or contingent, matured or not, at any time owing by the Obligors to the Creditors or any of them or remaining unpaid to the Creditors or any of them under or in connection with the Credit Documents and Secured Obligations of a particular Obligor shall mean all indebtedness, obligations and liabilities, present or future, absolute or contingent, matured or not, at any time owing by such Obligor to the Creditors or any of them, or remaining unpaid to the Creditors or any of them, under or in connection with the Credit Documents to which such Obligor is a party; provided that, (i) with respect to each U.S. Obligor, “Secured Obligations” shall not include any CEA Swap Obligation that constitutes an Excluded CEA Swap Obligation with respect to such U.S. Obligor; and (ii) with respect to any Security granted by a German Obligor, “Secured Obligations” shall to the extent provided in Section 14.22(c)(iii) not include any indebtedness, obligations and liabilities owed to any Equitably Subordinated Lender by such German Obligor; and further provided that, with respect to each Spanish Obligor,

“Secured Obligations” will be subject to Spanish Legal Restrictions. For certainty, “Secured Obligations” shall include interest accruing subsequent to the filing of, or which would have accrued but for the filing of, a petition for bankruptcy, in accordance with and at the rate (including any rate applicable pursuant to this agreement upon the occurrence of any Default that is continuing to the extent lawful) specified herein, whether or not such interest is an allowable claim in such bankruptcy proceeding.

“Secured Obligations Termination Date” means the date on which all Secured Obligations of the Obligors (other than those provisions which by their terms survive the termination of the Credit Documents) have been paid in full and the Creditors have no Individual Commitments.

“Secured Parties” means each Creditor (subject to Section 14.22(c)(iii)) and any Receiver.

“Security” means the Liens created by the Security Documents.

“Security Documents” means the security documents which, in the reasonable opinion of the Administrative Agent, are required to be entered into from time to time by the Obligors in favour of the Administrative Agent in order to grant to the Administrative Agent a Lien on the Secured Assets as continuing collateral security for the payment and performance of the Secured Obligations of the Obligors in accordance with the Agreed Security Principles, such security documents to be in form and substance satisfactory to the Lenders and their counsel, acting reasonably, and to include the security documents described in Section 2 of Schedule H.

“Shared Services Agreements” means, collectively (i) the shared services agreement dated April 1, 2016 between the Borrower and TELUS Communications Company, a predecessor of TELUS Communications Inc., and (ii) the shared services agreement (MITS support) made effective as of April 1, 2020 between the Borrower and TELUS Communications Inc.

“Shareholder Loans” means unsecured, deeply subordinated loans that may be made from time to time by TELUS Corporation to the Borrower in an aggregate principal amount not to exceed U.S. $250,000,000, which (i) have a maturity date at least 6 years after the Closing Date, (ii) have no mandatory principal, interest or other payments required to be made by the Borrower, and (iii) are postponed and subordinated to the Secured Obligations on terms and conditions (including, without limitation, standstill terms which apply until the Secured Obligations Termination Date) satisfactory to the Administrative Agent.

“Shares”, as applied to the shares of any corporation or other entity, means the shares or other ownership interests of every class whether now or hereafter authorized, regardless of whether such shares or other ownership interests shall be limited to a fixed sum or percentage with respect to the rights of the holders thereof

to participate in Distributions and in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding-up of such corporation or other entity.

“Spanish Companies Law” means Royal Legislative Decree 1/2010, of 2 July (Real Decreto Legislativo 1/2010, de 2 de julio, por el que se aprueba el texto refundido de la Ley de Sociedades de Capital), as amended from time to time.

“Spanish Insolvency Law” means Spanish Royal Legislative Decree 1/2020, of 5 May, approving the revised text of the Bankruptcy Law (Real Decreto Legislativo 1/2020, de 5 de mayo, por el que se aprueba el texto refundido de la Ley Concursal), as amended from time to time.

“Spanish Legal Restrictions” shall mean any restriction imposed at any time by the laws of Spain in relation with the scope of the obligations to be guaranteed or secured, as applicable, by any Spanish Obligor and the Spanish Security; and shall include: the financial assistance prohibition rule that the scope of both any Guarantee provided by any Spanish Obligor and the Spanish Security will exclude any obligations which payment would cause a breach of the financial assistance prohibitions contained in article 143 of the Spanish Companies Act, in relation to private limited liability companies (sociedades limitadas), and in articles 149 and 150 of the Spanish Companies Act, in relation to public limited liability companies (sociedades anónimas).

“Spanish Obligor” means any Obligor incorporated under the laws of Spain.

“Spanish Security” means any Security governed by the laws of Spain.

“Subject Entities” means, collectively, the Borrower and its Subsidiaries and “Subject Entity” means any of the Subject Entities.

“Subsidiary” means, at any time, as to any Person, any other Person, if at such time the first mentioned Person owns, directly or indirectly, securities or other ownership interests in such other Person, having ordinary voting power to elect a majority of the board of directors or persons performing similar functions for such other Person. For greater certainty, “Subsidiary” shall include, at any time, as to any Person, any general partnership in which such first mentioned Person owns, directly or indirectly, a majority of the partnership interests therein.

“Syndicated Loans” means all credit outstanding under the RT 2 Facility other than Overdraft Loans.

“TARGET” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system.

“TARGET Day” means any day on which TARGET is open for the settlement of payments in Euros.

“Target” means LBT Intermediate Holdings, Inc.

“Target Entities” means, collectively, the entities listed on Schedule P, and “Target Entity” means any of the Target Entities.

“Tax Act” means the Income Tax Act (Canada), as amended from time to time, and regulations promulgated thereunder.

“Taxes” means all taxes, charges, fees, levies, imposts, rates, dues and assessments, including all income, sales, use, goods and services, value added, capital, capital gains, alternative, net worth, transfer, profits, withholding, payroll, employer health, excise, real property and personal property taxes, and any other taxes, customs duties, fees, assessments, or similar charges in the nature of a tax including Canada Pension Plan and provincial pension plan contributions, unemployment insurance payments and workers’ compensation premiums, together with any instalments with respect thereto, and any interest, fines and penalties with respect thereto, imposed, levied, collected, withheld or assessed by any Official Body (including federal, state, provincial, territorial, municipal and foreign Official Bodies), and whether disputed or not.

“TD Fee Letter” means the fee letter dated as of the date hereof between The Toronto-Dominion Bank and the Borrower.

“TI Germany” means TELUS International Germany GmbH.

“TI Germany Holdco” means Triple C Holding GmbH.

“Total Debt” means, at any particular time, the aggregate of the following amounts determined for the Borrower on a consolidated basis and without duplication (in each case expressed in Canadian dollars):

(a) the amount of credit outstanding hereunder at such time;

(b) the principal amount of other Indebtedness for borrowed money (including, for certainty, the Shareholder Loans) or for the deferred purchase price of property or services (other than trade payables, accrued current liabilities and obligations under operating leases incurred in the ordinary course of business);

(d) the principal amount of Indebtedness which is evidenced by a note, bond, debenture or similar instrument;

(e) the face amount of all obligations in respect of bankers’ acceptances issued or created for the account of the Borrower;

(f) with respect to letters of credit and letters of guarantee issued on behalf of the Borrower, the contingent liability of the issuing bank thereunder;

(g) all Hedging Obligations of the Borrower measured on a marked to market basis; and

(h) all guarantees in respect of the Indebtedness, liabilities and obligations of another Person of the kind referred to in clauses (a) to (f) of this definition.

“Total Net Debt” means, at any particular time, Total Debt at such time less (i) the Cash Balance at such time and (ii) the aggregate amount of any Shareholder Loans at such time .

“Total Net Debt/EBITDA Ratio” means, for a particular Fiscal Quarter, the ratio of Total Net Debt as at the last day of such Fiscal Quarter to Rolling EBITDA for such Fiscal Quarter.

“Trade Secrets” shall have the meaning specified in the definition of Intellectual Property.

“Triple C Sale and Purchase Agreement” means the sale and purchase agreement dated December 5, 2019, by and among Triple C Institutional Holding SA, Sunshine MEP Beteiligungs GmbH & Co. KG, Ulf Herbrechter, Thomas Kloibhofer and Christian Legat, as sellers, the Borrower, as purchaser, Triple C Holding S.a.r.l. and TELUS Communications Inc., as guarantor, pursuant to which the Borrower agreed to purchase all of the outstanding shares of Triple C Holding S.a.r.l. (including both ordinary shares and preferred shares), as amended by a first amendment to sale and purchase agreement dated as of January 30, 2020 and assigned by the Borrower to TI Germany pursuant to an assignment agreement and assumption agreement dated and signed in counterparts on January 22, 2020 and January 23, 2020.

“Triple C Transaction” means the acquisition of all of the issued and outstanding Shares of Triple C Holding S.a.r.l. by TI Germany pursuant to the Triple C Sale and Purchase Agreement, on or about January 31, 2020, followed by the acquisition of all the issued and outstanding Shares of TI Germany Holdco by TI Germany on or about February 3, 2020.

“U.S. Dollar Equivalent” means the Exchange Equivalent in United States dollars of any amount of any other currency.

“U.S. Obligor” means an Obligor that is formed under the laws of the United States of America or any state thereof.

“Write-down and Conversion Powers” means, with respect to any Resolution Authority, the write-down and conversion powers of such Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member

Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.2 Construction - Spanish terms

In each Loan Document, where it relates to a Person incorporated or having its centre of main interests (as defined in the Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast)) in Spain, a reference to:

(a) “financial assistance” has the meaning stated under:

(i) (for a Spanish public company (Sociedad Anónima)) Article 150 of the Spanish Companies Law or in any other legal provision that may substitute such Article 150 or be applicable to any Spanish Obligor in respect of such financial assistance; or

(ii) (for a Spanish limited liability company (Sociedad de Responsabilidad Limitada)) Article 143 of the Spanish Companies Law or in any other legal provision that may substitute such Article 143 or be applicable to any Spanish Obligor in respect of such financial assistance;

(b) a “guarantee” includes any guarantee (fianza), performance bond (aval) and an on demand guarantee (garantía a primer requerimiento);

(c) an “insolvency proceeding” or “bankruptcy” includes a declaration of insolvency proceeding regardless of whether it is deemed necessary or voluntary (declaración de concurso, con independecia de su carácter necesario o voluntario) in Spain or elsewhere, including any notice to a competent court pursuant to articles 583 to 585, 588 to 593 and 595 of the Spanish Insolvency Law or the situation set forth in the additional section fourth of the Spanish Insolvency Law, or any other similar provision or regulation that supplements or amends the currently applicable regime, and the request for the commencement of the insolvency proceeding (solicitud de inicio de procedimiento de concurso), order declaring the commencement of the insolvency proceeding (auto declaración de concurso), a judicial or extrajudicial agreement with creditors (convenio judicial o extrajudicial con acreedores) and judicial or extrajudicial agreement (transacción judicial o extrajudicial);

(d) a “winding-up”, “receivership” or “dissolution” includes, without limitation, windingup (disolución) liquidation (liquidación), insolvency proceeding (procedimiento concursal) or any other similar proceedings;

(e) a “receiver”, “administrator” or the like includes, without limitation, administración del concurso, administración concursal or any other Person performing the same function;

(f) a “composition”, “compromise”, “assignment” or “arrangement” with any creditor includes, without limitation, the celebration of a convenio de acreedores within the context of a concurso; and

(g) “security” includes, without limitation, any mortgage (hipoteca), pledge (prenda) (with or without transfer of possession), financial collateral agreement (garantía fincanciera pignoraticia), in general, any in rem right governed by Spanish law garantía personal, derecho de retención, crédito privilegiado, preferencia en el orden de prelación de créditos or other transaction having the same effect as each of the foregoing.

1.3 Other Usages.

References to “this agreement”, “the agreement”, “hereof”, “herein”, “hereto” and like references refer to this agreement and not to any particular Article, Section or other subdivision of this agreement. Any references herein to any agreements or documents shall mean such agreements or documents as amended, amended and restated, supplemented or otherwise modified or replaced from time to time in accordance with the terms hereof and thereof.

1.4 Plural and Singular.

Where the context so requires, words importing the singular number shall include the plural and vice versa.

1.5 Headings.

The division of this agreement into Articles and Sections and the insertion of headings in this agreement are for convenience of reference only and shall not affect the construction or interpretation of this agreement.

1.6 Currency.

Unless otherwise specified herein, all statements of or references to dollar amounts in this agreement shall mean lawful money of the United States of America. Whenever it is provided herein that an amount shall be expressed in United States dollars but such amount is denominated in another currency, such amount shall be expressed as the U.S. Dollar Equivalent of the amount denominated in such other currency.

1.7 Applicable Law.

This agreement shall be governed by and construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

1.8 Time of the Essence.

Time shall in all respects be of the essence of this agreement.

1.9 Non-Banking Days.

Subject to Section 7.5(c), whenever any payment to be made hereunder shall be stated to be due or any action to be taken hereunder shall be stated to be required to be taken on a day other than a Banking Day, such payment shall be made or such action shall be taken on the next succeeding Banking Day and, in the case of the payment of any amount, the extension of time shall be included for the purposes of computation of interest, if any, thereon.

1.10 Consents and Approvals.

Whenever the consent or approval of a party hereto is required in a particular circumstance, unless otherwise expressly provided for herein, such consent or approval shall not be unreasonably withheld or delayed by such party.

1.11 Amount of Credit.

Any reference herein to the amount of credit outstanding under the Credit Facilities shall mean, at any particular time:

(a) in the case of a Euribor Loan, Prime Rate Loan or a BA Equivalent Loan, the U.S. Dollar Equivalent of the principal amount thereof;

(b) in the case of a Bankers’ Acceptance, the U.S. Dollar Equivalent of the face amount of the Bankers’ Acceptance;

(d) in the case of a Letter denominated in Canadian dollars, the U.S. Dollar Equivalent of the contingent liability of the Issuing Lender thereunder; and

(e) in the case of a Letter denominated in United States dollars, the contingent liability of the Issuing Lender thereunder.

1.12 Schedules.

Each and every one of the schedules which is referred to in this agreement and attached to this agreement shall form a part of this agreement.

1.13 Paramountcy.

In the event of any conflict or inconsistency between the provisions of this agreement and the provisions of any other Loan Document, the provisions of this agreement shall prevail and be paramount. If any covenant, representation, warranty or event of default contained in any other Loan Document is in conflict with or is inconsistent with a provision of this agreement relating to the same specific matter, such covenant, representation, warranty or event of default shall be deemed to be amended to the extent necessary to ensure that it is not in conflict with or inconsistent with the provision of this agreement relating to the same specific matter.

1.14 Extension of Credit.

For the purposes hereof, each drawdown, rollover and conversion shall be deemed to be an extension of credit hereunder.

1.15 Documents in English.

The parties expressly request that this agreement as well as all documents relating thereto be drawn up in English and, to the extent required by the laws applicable to any Subject Entity, translated into another language. Les parties ont expressément exigé que cette convention de prêt ainsi que tous les documents s’y rattachant soient rédigés en Anglais et, si requis par les lois applicables a une entité sujette (Subject Entity), traduits en une autre langue.

1.16 Statute References.

Any reference in this agreement to any statute or any section thereof shall, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, restated or re-enacted from time to time.

1.17 Calculations, Computations.

All computations and calculations determining compliance with financial covenants or the calculation or computation of other financial information for the purposes of this agreement shall be made and prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved on the basis of the Borrower on a consolidated basis. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles in conformity with those used in the preparation of the Financial Statements. Subject to Section 1.22, any change in the Borrower’s accounting treatment for the purposes of Section 11.1(f) or 11.1(g) shall only be done in accordance with generally accepted accounting principles and, in such event, the Majority Lenders shall have the right (if such change results in a material change to the ratios calculated under Section 11.1(f) or 11.1(g)), acting reasonably, to restructure Section 11.1(f) or 11.1(g) pursuant to Section 1.22 in a manner which eliminates the effect of any such change; provided that any such restructuring shall afford the Borrower the same degree of operational flexibility as do the current Sections.

1.18 Successors and Permitted Assigns of Parties.

Any reference in this agreement to a party to this agreement shall include the successors and permitted assigns of such party.

1.19 Meaning of Include.

The words “include”, “includes” and “including”, when used in this agreement, shall be deemed to be followed by the phrase “without limitation”.

1.20 Relevant Lenders.

For the purposes hereof, the relevant Lenders in respect of a particular Credit Facility shall be the Lenders who have an Individual Commitment with respect to such Credit Facility.

1.21 Permitted Liens.

For the avoidance of doubt, any reference to a Permitted Lien shall not serve to subordinate or postpone any Lien created by any Security Document to such Permitted Lien.

1.22 Accounting Principles.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistently applied throughout the periods involved. Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made, for the purposes of any Credit Document, including the contents of any certificate to be delivered under any Credit Document, such determination, consolidation or computation shall, unless the parties otherwise agree or the context otherwise requires, be made in accordance with generally accepted accounting principles consistently applied throughout the periods involved; provided, however, that if any changes in accounting principles from those used in the preparation of the audited financial statements of the Borrower for the Fiscal Year ended December 31, 2018 (in this Section 1.22 “Historic GAAP”) occur by reason of any change in IFRS as issued by the International Accounting Standards Board (or any successor thereto or agency with similar function), and such change in accounting principles results in a change in the method or results of calculation of financial covenants or the terms related thereto contained in any Credit Document, the Borrower shall, at its option, either (a) furnish to the Administrative Agent, together with each delivery of the financial statements of the Borrower required to be delivered pursuant to 11.1(b), a written reconciliation setting forth the differences that would have resulted if such financial statements had been prepared utilizing Historic GAAP (in which case the method and calculation of financial covenants and the terms related thereto hereunder shall continue to be determined in accordance with Historic GAAP), or (b) agree with the Majority Lenders to amend (and for certainty, such amendments shall be at the sole discretion of the Majority Lenders) such financial covenants or terms in such manner as the Majority Lenders shall require in order to reflect fairly such changes so that the criteria for evaluating the financial condition of the Borrower shall be the same in commercial effect after, as well as before, such changes are made (in which case the method and calculation of financial covenants and the terms related thereto hereunder shall be determined in the manner so agreed).

1.23 Amendment and Restatement

This agreement is an amendment and restatement of the Existing Credit Agreement and not a novation of the Existing Credit Agreement. This agreement reflects amendments to the Existing Credit Agreement and has been restated solely for the purposes of reflecting such amendments, which the Lenders, the Borrower and the other parties thereto have agreed upon. For greater certainty, all obligations under the Existing Credit Agreement continue as obligations under

this agreement as amended and restated thereby. Each references to the “Credit Agreement” or other similar reference contained in any of the Credit Documents and all other agreements, documents and instruments delivered by all or any one of the Borrower, the Administrative Agent, the Lenders or any Subsidiary of the Borrower prior to the effectiveness of this agreement in connection with or under the Existing Credit Agreement shall mean and be a reference to the Existing Credit Agreement as amended and restated by this agreement and shall remain in full force and effect as so amended and restated and is hereby ratified and confirmed in the form of this agreement.

1.24 Consent to Amendment and Restatement

The parties hereto consent to the amendment and restatement of the Existing Credit Agreement as set forth herein.

ARTICLE 2
CREDIT FACILITIES

2.1 Establishment of Credit Facilities.

Subject to the terms and conditions hereof, the Lenders through the Branch of Account hereby establish in favour of the Borrower:

(a) a revolving term credit facility (the “RT 1 Facility”) in the aggregate amount of the RT 1 Credit Limit;

(b) a revolving term credit facility (the “RT 2 Facility”) in the aggregate amount of the RT 2 Credit Limit;

(c) a non-revolving term credit facility (the “NRT 1 Facility”) in the aggregate amount of the NRT 1 Credit Limit; and

(d) a non-revolving term credit facility (the “NRT 2 Facility”) in the aggregate amount of the NRT 2 Credit Limit.

2.2 Accordion Feature.

(a) The Borrower may, at any time and from time to time, give notice in writing to the Administrative Agent as provided in this Section 2.2 (each, an “Accordion Notice”), requesting that the Credit Limit of one or more of the RT 2 Facility, the NRT 1 Facility and the NRT 2 Facility (but not, for certainty, the RT 1 Facility) be increased by an aggregate amount of up to U.S.$250,000,000 in the aggregate for all Accordion Notices (each such increase, an “Accordion Increase”). Each Accordion Notice shall specify, in respect of the proposed Accordion Increase: (i) the relevant Credit Facility to be increased, (ii) the aggregate amount of the proposed Accordion Increase in respect of such Credit Facility (which shall be in compliance with the first sentence of this Section 2.2(a)), (iii) the Lenders and / or proposed new Lenders (each, an “Accordion Lender” and, collectively, the “Accordion Lenders”) that have agreed to increase their respective Individual

Commitments or accept initial Individual Commitments, as the case may be, in respect of such Credit Facility in the aggregate amount of the requested Accordion Increase, (iv) such Accordion Lender’s proposed commitment in respect of the requested Accordion Increase (each, an “Individual Accordion Commitment”), and (v) if required by any Accordion Lender, an increase to the Applicable Margin for Loans, Bankers’ Acceptances and Letters, which increase shall not exceed 50 basis points (an “Applicable Margin Increase”), together with the corresponding increase to the standby fee, which shall be equal to 20% of the Applicable Margin Increase for Bankers’ Acceptances, LIBOR Loans and Letters. For certainty, no Lender shall in any way be obligated to be an Accordion Lender or participate in an Accordion Increase. The Accordion Notice shall be accompanied by evidence, satisfactory to the Administrative Agent of compliance with the financial covenants contained in Sections 11.1(f) and 11.1(g) on a pro forma basis to account for the proposed Accordion Increase. If the Borrower delivers an Accordion Notice to the Administrative Agent requesting an increase of the RT 2 Facility, the Administrative Agent shall promptly notify the Issuing Lender and the Overdraft Lender and shall request the Issuing Lender and the Overdraft Lender to approve such increase.

(b) Promptly following receipt of an Accordion Notice from the Administrative Agent pursuant to Section 2.2(a) requesting an Accordion Increase in respect of the RT 2 Facility, the Issuing Lender and the Overdraft Lender shall promptly notify the Administrative Agent whether or not it approves such Accordion Increase. If either the Issuing Lender or the Overdraft Lender does not approve such Accordion Increase, then the Credit Limit of the RT 2 Facility shall not be increased pursuant to this Section 2.2.

(c) Promptly following receipt of an Accordion Notice pursuant to Section 2.2(a), the Administrative Agent shall deliver a copy of same to each Accordion Lender specified therein that is an existing Lender. Upon receipt of such Accordion Notice from the Administrative Agent pursuant to this Section 2.2(c), each Accordion Lender specified in such Accordion Notice that is an existing Lender shall execute and deliver to the Administrative Agent a confirmation letter (an “Accordion Confirmation”) confirming that it has agreed to increase its Individual Commitment with respect to the Credit Facility specified in such Accordion Notice in an amount equal to its Individual Accordion Commitment and, to the extent such Accordion Notice specified an Applicable Margin Increase, the amount of such Applicable Margin Increase and corresponding increase in the standby fee. The increase in such Accordion Lender’s Individual Commitment with respect to such Credit Facility, the corresponding increase in the Credit Limit of such Credit Facility, any Applicable Margin Increase and any corresponding increase in the standby fee shall, subject to Section 2.2(b) and Section 2.2(f), become effective on the Accordion Effective Date. Effective as of the Accordion Effective Date, Schedule A hereto shall be automatically amended to increase the Individual Commitment of such Accordion Lender with respect to such Credit Facility by the amount of its Individual Accordion Commitment and, to the extent such Accordion Notice specified an Applicable

Margin Increase, the definition of Applicable Margin shall be automatically amended to give effect to such Applicable Margin Increase and corresponding increase to the standby fee. Such amendments shall be binding upon the Borrower, the Administrative Agent and all Lenders without the requirement for any further documentation, consents or other action by or on behalf of such Persons.

(d) Any Accordion Lender specified in an Accordion Notice that is not an existing Lender must be acceptable to the Administrative Agent (and, in the case of a proposed Accordion Increase in respect of the RT 2 Credit Limit, the Issuing Lender and the Overdraft Lender), in each case acting in their discretion exercised reasonably. Upon delivery to the Administrative Agent (and, if applicable, the Issuing Lender and the Overdraft Lender) of an Accordion Agreement executed by the Borrower and an Accordion Lender that is so acceptable to the Administrative Agent (and, if applicable, the Issuing Lender and the Overdraft Lender), the Administrative Agent (and, if applicable, the Issuing Lender and the Overdraft Lender) shall promptly execute and deliver such Accordion Agreement. Upon execution and delivery of such Accordion Agreement, such Accordion Lender shall become a party to this agreement as a Lender and the corresponding increase in the Credit Limit of the Credit Facility specified in such Accordion Notice shall, subject to Section 2.2(f), become effective on the Accordion Effective Date. On and from the Accordion Effective Date, this agreement and each other Loan Document shall be read and construed as if such Accordion Lender were party to this agreement as a Lender having all of the rights and obligations of a Lender expressed herein or therein with respect to its Individual Commitment with respect to such Credit Facility and all references to any Lender in any Loan Document shall (to the extent the context so admits) include such Accordion Lender. Effective as of the Accordion Effective Date, Schedule A hereto shall be automatically amended to add the Individual Commitment of such Accordion Lender with respect to such Credit Facility, which shall be in an amount equal to its Individual Accordion Commitment and, to the extent such Accordion Notice specified an Applicable Margin Increase, the definition of Applicable Margin shall be automatically amended to give effect to such Applicable Margin Increase and a corresponding increase to the standby fee. Such amendments shall be binding upon the Borrower, the Administrative Agent and all Lenders without the requirement for any further documentation, consents or other action by or on behalf of such Persons. Each Lender irrevocably appoints, authorizes and directs the Administrative Agent, as its attorney and agent, with full power of substitution and delegation, to complete and execute on its behalf an Accordion Agreement with each Accordion Lender that is acceptable to the Administrative Agent (and, in the case of a proposed Accordion Increase in respect of the RT 2 Facility, the Issuing Lender and the Overdraft Lender), in each case acting in their discretion exercised reasonably, and to date such Accordion Agreement as of the Accordion Effective Date. Each Lender agrees that it will be bound by the terms of each such Accordion Agreement so completed and executed by the Administrative Agent.

(e) The Administrative Agent shall promptly notify the Borrower and the Lenders of the new Individual Commitments or increased Individual Commitments, as the case may be, and the increased Credit Limit with respect to the RT 2 Credit Facility, the NRT 1 Facility or NRT 2 Facility, as applicable, after giving effect to an Accordion Increase requested in an Accordion Notice pursuant to this Section 2.2. Notwithstanding the provisions of Sections 3.2, 3.4 and 9.6(b) with respect to the funding of Loans and Bankers’ Acceptances and reimbursing with respect to Letters in accordance with each relevant Lender’s Pro Rata Share, the Administrative Agent shall be entitled to reallocate the funding or reimbursement obligations among the relevant Lenders or the outstanding credit under such Credit Facility (any such reallocation of outstanding credit to be effected by way of participations) in order to ensure, to the greatest extent practicable, that after such increase the aggregate amount of credit extended hereunder by each Lender coincides with such Lender’s Pro Rata Share of the aggregate amount of credit extended under such Credit Facility by all of the relevant Lenders, provided that no such allocation shall result in the aggregate amount of credit extended hereunder by any Lender under such Credit Facility exceeding such Lender’s Individual Commitment with respect to such Credit Facility. For purposes of this Section 2.2(e), a reference to “Lender” or “Lenders” shall include a reference to any Accordion Lender specified in such Accordion Notice that was not an existing Lender at the time such Accordion Notice was delivered to the Administrative Agent.

(f) Notwithstanding any other provision of this Section 2.2, no increase in the amount of any of the RT 2 Credit Facility, the NRT 1 Facility or the NRT 2 Facility shall be permitted at any time that a Default or Event of Default has occurred and is outstanding and no Lender shall be required to increase its Individual Commitment under either such Credit Facility without its specific consent (which consent may be arbitrarily withheld). Each of the Borrower, the Administrative Agent and the Lenders hereby agrees that the amendments specified in Sections 2.2(c) and 2.2(d) and the following amendments will be made to give effect to an Accordion Increase requested in an Accordion Notice and will become effective as of the Accordion Effective Date without the requirement for any further documentation, consents or other action by or on behalf of such Person: (i) to the extent such Accordion Notice requested an Accordion Increase to the RT 2 Facility, any reference to “RT 2 Credit Limit” shall be a reference to the RT 2 Credit Limit as increased by the amount of such Accordion Increase, (ii) to the extent such Accordion Notice requested an Accordion Increase to the NRT 1 Facility, any reference to “NRT 1 Credit Limit” shall be a reference to the NRT 1 Credit Limit as increased by the amount of such Accordion Increase, (iii) to the extent such Accordion Notice requested an Accordion Increase to the NRT 2 Facility, any reference to “NRT 2 Credit Limit” shall be a reference to the NRT 2 Credit Limit as increased by the amount of such Accordion Increase, and (iv) any reference in any Loan Document to “Lender” or “Lenders” shall include a reference to any Accordion Lender specified in such Accordion Notice that was not an existing Lender at the time such Accordion Notice was delivered to the Administrative Agent. On and after the Accordion

Effective Date, each reference in this agreement to “this agreement”, “hereunder”, “hereof”, or words of like import referring to this agreement, and each reference in any related document to the “Credit Agreement”, “thereunder”, “thereof”, or words of the like import relating to the Credit Agreement, shall mean and be a reference to this agreement as amended by this Section 2.2(f) and as supplemented by any Accordion Agreement or Accordion Confirmation, as the case may be, executed and delivered in connection with such Accordion Notice. This agreement shall, from and after the applicable Accordion Effective Date, as amended by this Section 2.2(f), be and continue to be in full force and effect.

2.3 Credit Restrictions.

Any extension of credit hereunder by way of Prime Rate Loans (other than by way of Overdraft Loans) shall be in a minimum amount of Cdn.$2,000,000, and in each case whole multiples of Cdn.$100,000. Any extension of credit hereunder by way of Base Rate Canada Loans (other than by way of Overdraft Loans) shall be in a minimum amount of U.S.$2,000,000, and in each case whole multiples of U.S.$100,000. Any extension of credit hereunder by way of Bankers’ Acceptances shall be in a minimum amount of Cdn.$2,000,000, and in each case whole multiples of Cdn.$100,000. Any extension of credit hereunder by way of LIBOR (U.S.) Loans shall be in a minimum amount of U.S.$2,000,000, and in each case whole multiples of U.S.$100,000. Any extension of credit hereunder by way of Euribor Loans shall be in a minimum amount of €2,000,000, and in each case whole multiples of €100,000.

2.4 Lenders’ Commitments.

Subject to the terms and conditions hereof, the Lenders severally agree to extend credit to the Borrower from time to time provided that the aggregate amount of credit extended by each Lender under a particular Credit Facility shall not at any time exceed the Individual Commitment of such Lender with respect to such Credit Facility and further provided that, subject to Section 9.8, the aggregate amount of credit outstanding under a particular Credit Facility shall not at any time exceed the Credit Limit with respect to such Credit Facility. All credit requested under a Credit Facility shall be made available to the Borrower contemporaneously by each Lender that has an Individual Commitment with respect to such Credit Facility. Such Lender shall provide to the Administrative Agent its Pro Rata Share of each credit, whether such credit is extended by way of drawdown, rollover or conversion. No Lender shall be responsible for any default by any other Lender in its obligation to provide its Pro Rata Share of any credit nor shall the Individual Commitment of any Lender with respect to a Credit Facility be increased as a result of any such default of another Lender in extending credit under such Credit Facility. The failure of any Lender to make available to the Borrower its Pro Rata Share of any credit under a Credit Facility shall not relieve any other Lender of its obligation hereunder to make available to the Borrower its Pro Rata Share of such credit.

2.5 Reduction of Credit Limits.

The Borrower may, from time to time and at any time, by notice in writing to the Administrative Agent but without penalty, permanently reduce either RT Credit Limit to the extent it is not being utilized. The amount of a RT Credit Limit will not be permanently reduced by any

prepayment or repayment under such RT Facility pursuant to Section 9.2 or 9.8 but will be reduced at the time of and by the amount of any repayment of such RT Facility pursuant to Section 9.1. The amount of a NRT Credit Limit will be permanently reduced at the time of and by the amount of any prepayment or repayment under such NRT Facility pursuant to Section 9.1, 9.2 or 9.8 and any reduction of such NRT Facility pursuant to Section 9.3. On the Funding Date, the amount of the NRT 1 Credit Limit will be permanently reduced to an amount equal to the amount of the credit extended to the Borrower under the NRT 1 Facility on or prior to the Funding Date. On the Funding Date, the amount of the NRT 2 Credit Limit will be permanently reduced to an amount equal to the amount of the credit extended to the Borrower under the NRT 2 Facility on the Funding Date. Any repayment of outstanding credit which forms part of any conversion from one type of credit to another type of credit under Article 6 shall not cause any reduction in the amount of the relevant Credit Limit. Upon any reduction of a Credit Limit, the Individual Commitment of each Lender with respect to the relevant Credit Facility shall thereupon be reduced by an amount equal to such Lender’s Pro Rata Share of the amount of such reduction of such Credit Limit.

2.6 Termination of Credit Facilities.

A Credit Facility shall terminate upon the earliest to occur of:

(a) the Maturity Date applicable to such Credit Facility;

(b) the termination of such Credit Facility in accordance with Section 13.1; and

Upon the termination of a Credit Facility, the right of the Borrower to obtain any credit under such Credit Facility and all of the obligations of the Lenders to extend credit under such Credit Facility shall automatically terminate.

2.7 Credit Availability Restrictions

Notwithstanding any other provisions of this agreement, the Borrower acknowledges and agrees that, until the date on which the Borrower has complied with the conditions set forth in Section 12.3, availability of credit to the Borrower under (x) the NRT Facility 2 shall be nil and (y) the RT 2 Facility shall not exceed U.S.$370,000,000.

ARTICLE 3
GENERAL PROVISIONS RELATING TO CREDITS

3.1 Types of Credit Availments.

Subject to the terms and conditions hereof, the Borrower may obtain credit under the Credit Facilities as follows:

(a) the Borrower may obtain credit under either RT Facility by way of one or more Prime Rate Loans, Base Rate Canada Loans, LIBOR Loans, Bankers’ Acceptances, BA Equivalent Loans and Letters; and

(b) the Borrower may obtain credit under either NRT Facility by way of one or more Prime Rate Loans, Base Rate Canada Loans, LIBOR Loans, Bankers’ Acceptances and BA Equivalent Loans;

provided, however, that the aggregate amount of credit extended by way of Letters under the RT Facilities shall not at any time exceed U.S.$50,000,000 or the Canadian Dollar Equivalent thereof.

3.2 Funding of Loans.

Each Lender shall make available to the Administrative Agent at the Branch of Account its Pro Rata Share of the principal amount of each Loan to the Borrower prior to 11:00 a.m. (Toronto time) on the date of the extension of credit. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12, make such funds available to the Borrower by 3:00 p.m. (Toronto time) on the date of the extension of credit by crediting the relevant Designated Account. Unless the Administrative Agent has been notified by a Lender at least one Banking Day prior to the date of the extension of credit that such Lender will not make available to the Administrative Agent its Pro Rata Share of such Loan, the Administrative Agent may assume that such Lender has made such portion of the Loan available to the Administrative Agent on the date of the extension of credit in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent has made such assumption, to the extent such Lender shall not have so made its Pro Rata Share of the Loan available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent, forthwith on demand, such Lender’s Pro Rata Share of the Loan and all reasonable costs and expenses incurred by the Administrative Agent in connection therewith together with interest thereon at the then prevailing interbank rate for each day from the date such amount is made available to the Borrower until the date such amount is paid or repaid to the Administrative Agent; provided, however, that notwithstanding such obligation, if such Lender fails so to pay, the Borrower shall, without prejudice to any rights that the Borrower might have against such Lender, repay such amount to the Administrative Agent forthwith after demand therefor by the Administrative Agent. The amount payable by each Lender to the Administrative Agent pursuant hereto shall be set forth in a certificate delivered by the Administrative Agent to such Lender and the Borrower (which certificate shall contain reasonable details of how the amount payable is calculated) and shall constitute prima facie evidence of such amount payable. If such Lender makes the payment to the Administrative Agent required herein, the amount so paid shall constitute such Lender’s Pro Rata Share of the Loan for purposes of this agreement and shall entitle the Lender to all rights and remedies against the Borrower in respect of such Loan.

3.3 Failure of Lender to Fund Loan.

If any Defaulting Lender fails to make available to the Administrative Agent its Pro Rata Share of any Loan as required and the Administrative Agent has not funded pursuant to Section 3.2, the Administrative Agent shall forthwith give notice of such failure by the Defaulting Lender to the Borrower and the other relevant Lenders and such notice shall state that any relevant Lender may make available to the Administrative Agent all or any portion of the Defaulting Lender’s Pro Rata Share of such Loan (but in no way shall any other Lender or the Administrative Agent be obliged to do so) in the place and stead of the Defaulting Lender. If more than one

relevant Lender gives notice that it is prepared to make funds available in the place and stead of a Defaulting Lender in such circumstances and the aggregate of the funds which such Lenders (herein collectively called the “Contributing Lenders” and individually called the “Contributing Lender”) are prepared to make available exceeds the amount of the advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its pro rata share of such advance based on the Contributing Lenders’ relative commitments to advance in such circumstances. If any Contributing Lender makes funds available in the place and stead of a Defaulting Lender in such circumstances, then the Defaulting Lender shall pay to any Contributing Lender making the funds available in its place and stead, forthwith on demand, any amount advanced on its behalf together with interest thereon at the then prevailing interbank rate for each day from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Loan from the Borrower. In addition to interest as aforesaid, the Borrower shall pay all amounts owing by the Borrower to the Defaulting Lender hereunder (with respect to the amounts advanced by the Contributing Lenders on behalf of the Defaulting Lender) to the Contributing Lenders until such time as the Defaulting Lender pays to the Administrative Agent for the Contributing Lenders all amounts advanced by the Contributing Lenders on behalf of the Defaulting Lender. For purposes of this agreement, “the then prevailing interbank rate” means,

(i) if the relevant availment is denominated in U.S. dollars, the Federal Funds Effective Rate;

(ii) if the relevant availment is denominated in Canadian dollars, the BA Schedule I Rate for Bankers’ Acceptances having a term of one month; and

(iii) if the relevant amount is denominated in Euros, the Euribor-Reference Bank’s Rate.

3.4 Funding of Bankers’ Acceptances.

(a) If the Administrative Agent receives a Drawdown Notice, Rollover Notice or Conversion Notice requesting a drawdown of, a rollover of or a conversion into Bankers’ Acceptances, the Administrative Agent shall notify each of the relevant Lenders, prior to 11:00 a.m. (Toronto time) on the second Banking Day prior to the date of such extension of credit, of such request and of each relevant Lender’s Pro Rata Share of such extension of credit. The Administrative Agent shall also at such time notify the Borrower of each relevant Lender’s Pro Rata Share of such extension of credit. Subject to Section 3.5, each relevant Lender shall, not later than 11:00 a.m. (Toronto time) on the date of each extension of credit by way of Bankers’ Acceptance, accept drafts of the Borrower which are presented to it for acceptance and which have an aggregate face amount equal to such Lender’s Pro Rata Share of the total extension of credit being made available by way of Bankers’ Acceptances on such date, as advised by the Administrative Agent. Each Lender shall purchase the Bankers’ Acceptances which it has accepted for a purchase price equal to the BA Discounted Proceeds therefor. Each Lender may at any time and from time to time hold, sell, rediscount or otherwise dispose of any and all Bankers’ Acceptances accepted and purchased by it.

(b) The Borrower hereby waives presentment for payment of Bankers’ Acceptances by the Lenders and any defence to payment of amounts due to a Lender in respect of a Bankers’ Acceptance which might exist by reason of such Bankers’ Acceptance being held at maturity by the Lender which accepted it and agrees not to claim from such Lenders any days of grace for the payment at maturity of Bankers’ Acceptances.

(c) In the case of a drawdown by way of Bankers’ Acceptance, each Lender shall, forthwith after the acceptance of drafts of the Borrower as aforesaid, make available to the Administrative Agent the BA Proceeds with respect to the Bankers’ Acceptances accepted by it. The Administrative Agent shall, upon fulfilment by the Borrower of the terms and conditions set forth in Article 12, make such BA Proceeds available to the Borrower on the date of such extension of credit by crediting the relevant Designated Account. In the case of a rollover of or conversion into Bankers’ Acceptances, each Lender shall retain the Bankers’ Acceptance accepted by it and shall not be required to make any funds available to the Administrative Agent for deposit to the relevant Designated Account; however, forthwith after the acceptance of drafts of the Borrower as aforesaid, the Borrower shall pay to the Administrative Agent on behalf of the Lenders an amount equal to the aggregate amount of the acceptance fees in respect of such Bankers’ Acceptances calculated in accordance with Section 7.6 plus the amount by which the aggregate face amount of such Bankers’ Acceptances exceeds the aggregate BA Discounted Proceeds with respect thereto.

(d) Any Bankers’ Acceptance may, at the option of the Borrower, be executed in advance by or on behalf of the Borrower (as otherwise provided herein), by mechanically reproduced or facsimile signatures of any two officers of the Borrower who are properly so designated and authorized by the Borrower from time to time. Any Bankers’ Acceptance so executed and delivered by the Borrower to the Lenders shall be valid and shall bind the Borrower and may be dealt with by the Lenders to all intents and purposes as if the Bankers’ Acceptance had been signed in the executing officers’ own handwriting.

(e) The Borrower shall notify the Lenders as to those officers of the Borrower whose signatures may be reproduced and used to execute Bankers’ Acceptances in the manner provided in Section 3.4(d). Bankers’ Acceptances with the mechanically reproduced or facsimile signatures of designated officers may be used by the Lenders and shall continue to be valid, notwithstanding the death, termination of employment or termination of authorization of either or both of such officers or any other circumstance.

(f) The Borrower hereby indemnifies and agrees to hold harmless the Lenders against and from all losses, damages, expenses and other liabilities caused by or attributable to the use of the mechanically reproduced or facsimile signature instead of the original signature of an authorized officer of the Borrower on a Banker’s Acceptance prepared, executed, issued and accepted pursuant to this

agreement, except to the extent determined by a court of competent jurisdiction to be due to the gross negligence or wilful misconduct of the Lenders.

(g) Each of the Lenders agrees that, in respect of the safekeeping of executed drafts of the Borrower which are delivered to it for acceptance hereunder, it shall exercise the same degree of care which it gives to its own property, provided that it shall not be deemed to be an insurer thereof.

(h) All Bankers’ Acceptances to be accepted by a particular Lender shall, at the option of such Lender, be issued in the form of depository bills made payable originally to and deposited with The Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada).

(i) In order to facilitate the issuance of Bankers’ Acceptances pursuant to this agreement, the Borrower hereby authorizes each Lender, and appoints each Lender as the Borrower’s attorney, to complete, sign and endorse drafts or depository bills (each such executed draft or bill being referred to in this clause (i) as a “BA Draft”) on its behalf in handwritten form or by facsimile or mechanical signature or otherwise in accordance with the applicable Drawdown Notice, Rollover Notice or Conversion Notice and, once so completed, signed and endorsed to accept them as Bankers’ Acceptances under this agreement and then if applicable, purchase, discount or negotiate such Bankers’ Acceptances in accordance with the provisions of this agreement. BA Drafts so completed, signed, endorsed and negotiated on behalf of the Borrower by such Lender shall bind the Borrower as fully and effectively as if so performed by an authorized officer of the Borrower. Each draft of a Bankers’ Acceptance completed, signed or endorsed by a Lender shall mature on the last day of the term thereof.

(j) If at any time on or prior to the proposed first day of the term of a proposed issue of Bankers’ Acceptances the Administrative Agent determines (which determination shall be made acting reasonably and in good faith, but shall be conclusive and bind the Borrower) that:

(i) the issuance or discount of any Bankers’ Acceptances for the proposed term thereof has been made impossible or impracticable by reason of the occurrence of any event affecting the Canadian money markets or any national or international financial, political, terrorist or economic event;

(ii) there does not exist a normal money market in Canada for the purchase and sale of bankers’ acceptances or such money market has been disrupted by the occurrence of an extraordinary event or an act of terrorism; or

(iii) the Administrative Agent is unable to determine CDOR for the proposed term of the proposed issue of Bankers’ Acceptances,

(in this clause (j), a “BA Disruption Event”) then the Administrative Agent will promptly notify the Borrower and each Lender of such determination. Thereafter, and until the Administrative Agent notifies the Borrower and the Lenders that the

BA Disruption Event no longer exists or applies, the right of the Borrower to request an extension of credit by way of Bankers’ Acceptances shall be suspended and any Drawdown Notice, Rollover Notice or Conversion Notice with respect to any proposed issue of Bankers’ Acceptances that has not yet been made shall be deemed to be replaced by a Drawdown Notice, Rollover Notice or Conversion Notice for a Prime Rate Loan in the same amount as the requested issue of Bankers’ Acceptances.

3.5 BA Equivalent Loans.

If, in the sole judgement of a Lender, such Lender is unable to extend credit by way of Bankers’ Acceptances in accordance with this agreement, such Lender shall give an irrevocable notice to such effect to the Administrative Agent and the Borrower prior to 10:00 a.m. (Toronto time) on the date of the requested credit extension and shall make available to the Borrower prior to 11:00 a.m. (Toronto time) on the date of such requested credit extension a Canadian dollar loan (a “BA Equivalent Loan”) in the principal amount equal to such Lender’s Pro Rata Share of the total credit to be extended by way of Bankers’ Acceptances, such BA Equivalent Loan to be funded in the same manner as a Loan is funded pursuant to Sections 3.2 and 3.3. Such BA Equivalent Loan shall have the same term as the Bankers’ Acceptances for which it is a substitute and shall bear such rate of interest per annum throughout the term thereof as shall permit such Lender to obtain the same effective rate as if such Lender had accepted and purchased a Bankers’ Acceptance at the same acceptance fee and pricing at which a Non-Schedule I Lender would have accepted and purchased such Bankers’ Acceptance at approximately 11:00 a.m. (Toronto time) on the date such BA Equivalent Loan is made, on the basis that, and the Borrower hereby agrees that, for such a BA Equivalent Loan, interest shall be payable in advance on the date of the extension of credit by the Lender deducting the interest payable in respect thereof from the principal amount of such BA Equivalent Loan. All BA Equivalent Loans to be made by a particular Lender shall, at the option of such Lender, be evidenced by a promissory note in the form of a depository note made payable originally to and deposited with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada).

3.6 Inability to Fund U.S. Dollar Advances in Canada.

If a Lender determines in good faith, which determination shall be final, conclusive and binding on the Borrower, and the Administrative Agent notifies the Borrower that (i) by reason of circumstances affecting financial markets inside or outside Canada, deposits of United States dollars are unavailable to such Lender in Canada, (ii) adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided in the definition of LIBOR (U.S.) or Alternate Base Rate Canada, as the case may be, (iii) the making or continuation of United States dollar advances in Canada has been made impracticable by the occurrence of a contingency which materially and adversely affects the funding of the advances at any interest rate computed on the basis of LIBOR (U.S.) or the Alternate Base Rate Canada, as the case may be, or by reason of a change since the date hereof in any Applicable Law, guideline or order (whether or not having the force of law but, if not having the force of law, one with which a responsible Canadian chartered bank would comply) or in the interpretation thereof by any Official Body affecting such Lender or any relevant financial market, which results in LIBOR (U.S.) or the Alternate Base Rate Canada, as the case may be, no longer representing the effective cost to such Lender of deposits in such

market for a relevant Interest Period, or (iv) any change to present law or any future law, regulation, order, treaty or official directive (whether or not having the force of law but, if not having the force of law, one with which a responsible Canadian chartered bank would comply) or any change therein or any interpretation or application thereof by any Official Body has made it unlawful for such Lender to make or maintain or give effect to its obligations in respect of United States dollar advances in Canada as contemplated herein, then

(a) the right of the Borrower to obtain any credit in United States dollars by way of Base Rate Canada Loans or LIBOR (U.S.) Loans, as applicable, shall be suspended until such Lender determines, acting reasonably, that the circumstances causing such suspension no longer exist and such Lender so notifies the Borrower;

(b) if any credit in United States dollars by way of Base Rate Canada Loans or LIBOR (U.S.) Loans, as applicable, is not yet outstanding, any applicable Drawdown Notice shall be cancelled and the advance requested therein shall not be made;

(c) if any LIBOR (U.S.) Loan is already outstanding at any time when the right of the Borrower to obtain credit by way of a LIBOR (U.S.) Loan is suspended, it shall, subject to the Borrower having the right to obtain credit by way of a Base Rate Canada Loan at such time, be converted to a Base Rate Canada Loan on the last day of the Interest Period applicable thereto (or on such earlier date as may be required to comply with any applicable law) or, if the Borrower does not have the right to obtain credit by way of a Base Rate Canada Loan at such time, such LIBOR (U.S.) Loan shall be converted to a Prime Rate Loan on the last day of the Interest Period applicable thereto (or on such earlier date as may be required to comply with any applicable law) in the principal amount equal to the Canadian Dollar Equivalent of the principal amount of such LIBOR (U.S.) Loan; and

(d) if any Base Rate Canada Loan is already outstanding at any time when the right of the Borrower to obtain credit by way of a Base Rate Canada Loan is suspended, it shall, subject to the Borrower having the right to obtain credit by way of a LIBOR (U.S.) Loan at such time, be immediately converted to a LIBOR (U.S.) Loan in the principal amount equal to the principal amount of the Base Rate Canada Loan and having an Interest Period of one month or, if the Borrower does not have the right to obtain credit by way of a LIBOR (U.S.) Loan at such time, it shall be immediately converted to a Prime Rate Loan in the principal amount equal to the Canadian Dollar Equivalent of the principal amount of the Base Rate Canada Loan.

In the event that any of the events listed above results in a limitation of the amount of loans made by such Lender which can bear interest at LIBOR (U.S.) or the Alternate Base Rate Canada, as the case may be, or the amount of United States dollar advances which such Lender can make in Canada, such Lender agrees to use good faith to allocate, in reasonable fashion, the available amounts amongst its borrowers as is reasonably practicable.

3.7 Inability to Fund Euribor Advances in Canada

If a Lender determines in good faith, which determination shall be final, conclusive and binding on the Borrower, and the Administrative Agent notifies the Borrower that (i) by reason of circumstances affecting financial markets inside or outside Canada, deposits of Euros are unavailable to such Lender in Canada, (ii) adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided in the definition of Euribor, (iii) the making or continuation of advances in Euros in Canada has been made impracticable by the occurrence of a contingency which materially and adversely affects the funding of the advances at any interest rate computed on the basis of Euribor, or by reason of a change since the date hereof in any Applicable Law, guideline or order (whether or not having the force of law but, if not having the force of law, one with which a responsible Canadian chartered bank would comply) or in the interpretation thereof by any Official Body affecting such Lender or any relevant financial market, which results in Euribor no longer representing the effective cost to such Lender of deposits in such market for a relevant Interest Period, or (iv) any change to present law or any future law, regulation, order, treaty or official directive (whether or not having the force of law but, if not having the force of law, one with which a responsible Canadian chartered bank would comply) or any change therein or any interpretation or application thereof by any Official Body has made it unlawful for such Lender to make or maintain or give effect to its obligations in respect of Euribor Loans in Canada as contemplated herein, then

(i) the right of the Borrower to obtain any credit in Euros by way of Euribor Loans shall be suspended until such Lender determines, acting reasonably, that the circumstances causing such suspension no longer exist and such Lender so notifies the Borrower;

(ii) if any credit in Euros by way of Euribor Loans is not yet outstanding, any applicable Drawdown Notice shall be cancelled and the advance requested therein shall not be made; and

(iii) if any Euribor Loan is already outstanding at any time when the right of the Borrower to obtain credit by way of a Euribor Loan is suspended, such Euribor Loan shall be converted to a Prime Rate Loan on the last day of the Interest Period applicable thereto (or on such earlier date as may be required to comply with any Applicable Law) in the principal amount equal to the Canadian Dollar Equivalent of the principal amount of such Euribor Loan.

In the event that any of the events listed above results in a limitation of the amount of loans made by such Lender which can bear interest at Euribor or the amount of Euro advances which such Lender can make in Canada, such Lender agrees to use good faith to allocate, in reasonable fashion, the available amounts amongst its borrowers as is reasonably practicable.

3.8 Timing of Credit Availments.

No Bankers’ Acceptance, BA Equivalent Loan, LIBOR Loan or Letter may have a maturity date later than the applicable Maturity Date.

3.9 Time, Place and Source of Payments.

Unless otherwise expressly provided herein, the Borrower shall make all payments pursuant to this agreement or pursuant to any document, instrument or agreement delivered pursuant hereto by deposit by or on behalf of the Borrower to the relevant Designated Account before 12:00 noon (Toronto time) on the day specified for payment and the Administrative Agent or its designee shall be entitled to withdraw the amount of any payment due to the Administrative Agent or the Lenders hereunder from such accounts on the day specified for payment. Any such payment received on the day specified for such payment but after 12:00 noon (Toronto time) shall be deemed to have been received prior to 12:00 noon (Toronto time) on the Banking Day immediately following such day specified for payment.

3.10 Remittance of Payments.

Forthwith after the withdrawal from the relevant Designated Account by the Administrative Agent or its designee of any payment of principal, interest, fees or other amounts for the benefit of the Lenders pursuant to Section 3.9, the Administrative Agent shall, subject to Sections 3.3, 8.3 and 14.22 remit to each Lender, in immediately available funds, such Lender’s Pro Rata Share of such payment (except to the extent such payment results from a Loan with respect to which a Lender had failed, pursuant to Section 3.2, to make available to the Administrative Agent its Pro Rata Share and, where any other Lender has made funds available in the place and stead of a Defaulting Lender); provided that if the Administrative Agent, on the assumption that it will receive, on any particular date, a payment of principal (including, without limitation, a prepayment), interest, fees or other amount hereunder, remits to each Lender its Pro Rata Share of such payment and the Borrower fails to make such payment, each of the Lenders agrees to repay to the Administrative Agent, forthwith on demand, to the extent that such amount is not recovered from the Borrower on demand and after reasonable efforts by the Administrative Agent to collect such amount (without in any way obligating the Administrative Agent to take any legal action with respect to such collection), such Lender’s Pro Rata Share of the payment made to it pursuant hereto together with interest thereon at the then prevailing interbank rate for each day from the date such amount is remitted to the Lenders until the date such amount is paid or repaid to the Administrative Agent, the exact amount of the repayment required to be made by the Lenders pursuant hereto to be as set forth in a certificate delivered by the Administrative Agent to each Lender, which certificate shall constitute prima facie evidence of such amount of repayment.

3.11 Evidence of Indebtedness.

The Administrative Agent shall open and maintain accounts wherein the Administrative Agent shall record the amount of credit outstanding, each payment of principal and interest on account of each Loan, each Bankers’ Acceptance accepted and cancelled, each Letter issued and drawn upon and all other amounts becoming due to and being paid to the Lenders or the Administrative Agent hereunder. As against the Borrower but not the Lenders, the Administrative Agent’s accounts constitute, in the absence of manifest error, prima facie evidence of the indebtedness of the Borrower pursuant to this agreement.

3.12 General Provisions Relating to Letters.

(a) The Borrower shall indemnify and save harmless the Lenders, the Issuing Lender and the Administrative Agent (except to the extent caused by the gross negligence or wilful misconduct of any of the Lenders, the Issuing Lender or the Administrative Agent) against all claims, losses, costs, expenses or damages to the Lenders, the Issuing Lender and the Administrative Agent arising out of or in connection with any Letter, the issuance thereof, any payment thereunder or any action taken by the Lenders, the Issuing Lender or the Administrative Agent or any other Person in connection therewith, including, without limitation, all costs relating to any legal process or proceeding instituted by any party restraining or seeking to restrain the Issuing Lender from accepting or paying any Draft or any amount under any such Letter.

(b) The Borrower hereby acknowledges and confirms to the Issuing Lender that the Issuing Lender shall not be obliged to make any inquiry or investigation as to the right of any beneficiary to make any claim or Draft or request any payment under a Letter issued by the Issuing Lender and payment by the Issuing Lender pursuant to a Letter shall not be withheld by the Issuing Lender by reason of any matters in dispute between the beneficiary thereof and the Borrower. The sole obligation of the Issuing Lender with respect to Letters issued by the Issuing Lender is to cause to be paid a Draft drawn or purporting to be drawn in accordance with the terms of the applicable Letter and for such purpose the Issuing Lender is only obliged to determine that the Draft purports to comply with the terms and conditions of the relevant Letter.

(c) The Issuing Lender shall not have any responsibility or liability for or any duty to inquire into the form, sufficiency (other than to the extent provided in the preceding paragraph), authorization, execution, signature, endorsement, correctness (other than to the extent provided in the preceding paragraph), genuineness or legal effect of any Draft, certificate or other document presented to it pursuant to a Letter and the Borrower unconditionally assumes all risks with respect to the same. The Borrower agrees that it assumes all risks of the acts or omissions of the beneficiary of any Letter with respect to the use by such beneficiary of the relevant Letter.

(d) The obligations of the Borrower hereunder with respect to Letters shall be absolute, unconditional and irrevocable and shall not be reduced by any event or occurrence including, without limitation:

(i) any lack of validity or enforceability of this agreement or any such Letter;

(ii) any amendment or waiver of or any consent to departure from this agreement;

(iii) the existence of any claim, set-off, defence or other rights which the Borrower may have at any time against any beneficiary or any transferee of

any such Letter (or any person or entities for whom any such beneficiary or any such transferee may be acting), any Lender, the Issuing Lender or any other Person;

(iv) any Draft, statement or other document presented under any such Letter proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;

(v) any non-application or misapplication by the beneficiary of such Letter of the proceeds of any drawing under such Letter;

(vi) the surrender or impairment of any Security;

(vii) any reduction or withdrawal of the Issuing Lender’s credit rating by any rating agency; or

(viii) any other circumstance, happening or omission, whether or not similar to any of the foregoing, excluding any circumstance, happening or omission that a court of competent jurisdiction determines arose on account of the gross negligence or wilful misconduct of the Issuing Lender.

The obligations of the Borrower hereunder with respect to Letters shall remain in full force and effect and shall apply to any amendment to or extension of the expiration date of any such Letter.

(e) Any action, inaction or omission taken or suffered by the Issuing Lender or any of the Issuing Lender’s correspondents under or in connection with a Letter issued by the Issuing Lender or any Draft made thereunder, if in good faith and in conformity with foreign or domestic laws, regulations or customs applicable thereto, shall be binding upon the Borrower and shall not place the Issuing Lender or any of its correspondents under any resulting liability to the Borrower except in the case of the Issuing Lender’s gross negligence or wilful misconduct. Without limiting the generality of the foregoing, the Issuing Lender and its correspondents may receive, accept or pay as complying with the terms of a Letter issued by the Issuing Lender, any Draft thereunder, otherwise in order which may be signed by, or issued to, the administrator or any executor of, or the trustee in bankruptcy of, or the receiver for any property of, or other person or entity acting as the representative or in the place of, such beneficiary or its successors and assigns. The Borrower covenants that it will not take any steps, issue any instructions to the Issuing Lender or any of its correspondents or institute any proceedings intended to derogate from the right or ability of the Issuing Lender or its correspondents to honour and pay any Draft or Drafts.

(f) The Borrower agrees that the Lenders, the Issuing Lender and the Administrative Agent shall have no liability to it for any reason in respect of or in connection with any Letter, the issuance thereof, any payment thereunder, or any other action taken by the Lenders, the Issuing Lender or the Administrative Agent or any other

person in connection therewith, other than on account of the Issuing Lender’s gross negligence or wilful misconduct.

(g) Save to the extent expressly provided otherwise in this Section 3.12, the rights and obligations between the Issuing Lender and the Borrower with respect to each Letter shall be determined in accordance with the applicable provisions of the (i) Uniform Customs and Practice for Documentary Credits (1993 Revision), ICC Publications 500 or (ii) the International Standby Practices - ISP98, ICC Publication No. 590, as applicable.

(h) Notwithstanding any other provision hereof, the Issuing Lender shall not be obligated to issue a Letter hereunder if, at the time of such issuance, any of the Lenders is a Defaulting Lender unless either such Defaulting Lender or the Borrower has cash collateralized the reimbursement obligations of such Defaulting Lender to the Issuing Lender with respect to such Letter and all other Letters then outstanding to the satisfaction of the Issuing Lender.

3.13 Notice Periods.

Each Drawdown Notice, Rollover Notice, Conversion Notice and Prepayment Notice shall be given to the Administrative Agent:

(a) prior to 10:00 a.m. (Toronto time) on the third Banking Day prior to the date of any voluntary prepayment pursuant to Section 9.2, any drawdown by way of issuance of a Letter or any drawdown of, rollover of, conversion into or conversion of a LIBOR Loan;

(b) prior to 10:00 a.m. (Toronto time) on the second Banking Day prior to the date of any drawdown, rollover of or conversion into or conversion of a Bankers’ Acceptance or BA Equivalent Loan; and

(c) prior to 10:00 a.m. (Toronto time) on the first Banking Day prior to the date of any other drawdown, rollover or conversion.

3.14 Overdraft Loans.

(a) Subject to the following provisions of this Section, overdrafts on the accounts of the Borrower maintained with the Overdraft Lender shall be deemed to be outstanding as an extension of credit to the Borrower from the Overdraft Lender under the RT 2 Facility (each, an “Overdraft Loan”) as follows:

(i) in the case of overdrafts in Canadian dollars, as Prime Rate Loans; and

(ii) in the case of overdrafts in United States dollars, as Base Rate Canada Loans.

For certainty, notwithstanding Section 4.1, no Drawdown Notice need be delivered by the Borrower in respect of Overdraft Loans.

(b) Except as otherwise specifically provided herein, all references to Prime Rate Loans and Base Rate Canada Loans shall include Overdraft Loans made in Canadian and United States dollars, respectively.

(c) Overdraft Loans shall be made by the Overdraft Lender alone, without assignment to or participation by the other Lenders.

(d) The aggregate principal amount of the Overdraft Loans shall not exceed U.S.$40,000,000 or the Canadian Dollar Equivalent thereof.

(e) If the Borrower shall request a drawdown under the RT 2 Facility other than under this Section (in this clause (e), a “Syndicated Drawdown”) and the Overdraft Lender’s Pro Rata Share of such Syndicated Drawdown would cause the Overdraft Lender’s Pro Rata Share of all Syndicated Loans together with its Pro Rata Share of the Overdraft Loans then outstanding to exceed the Overdraft Lender’s Individual Commitment with respect to the RT 2 Facility then the Borrower shall be deemed to have given a repayment notice notifying the Administrative Agent of a repayment of the Overdraft Loans to the extent of such excess (without any bonus or penalty being payable in respect thereof) and the Borrower shall make such repayment on the requested date of such Syndicated Drawdown.

(f) The Borrower may make repayments of Overdraft Loans (together with accrued interest thereon) by deposit to the applicable account of the Borrower from time to time without penalty.

(g) All interest payments and principal repayments of or in respect of Overdraft Loans shall be solely for the account of the Overdraft Lender. Subject to Sections 3.14(h) and 3.14(i), all costs and expenses relating to the Overdraft Loans shall be solely for the account of the Overdraft Lender.

(h) Notwithstanding anything to the contrary herein contained or contrary to the provisions of Applicable Law, (a) if a Default occurs and is continuing or (b) if the Overdraft Lender so requires, and there are then outstanding any Overdraft Loans, then, effective on the day of notice to that effect to the other Lenders with Individual Commitments with respect to the RT 2 Facility from the Overdraft Lender, the Borrower shall be deemed to have requested, and hereby requests, an extension of credit by way of drawdown of an amount of Syndicated Loans, in the currency or currencies of the Overdraft Loans, sufficient to repay the Overdraft Loans and accrued and unpaid interest in respect thereof, and on the day of receipt of such notice, each of the other relevant Lenders shall disburse to the Overdraft Lender its respective Pro Rata Share of such amounts and such amounts shall thereupon be deemed to have been advanced by the relevant Lenders to the Borrower and to constitute Syndicated Loans (by way of Base Rate Canada Loans if the Overdraft Loans were so denominated or Prime Rate Loans if the Overdraft Loans were so denominated, or both). Such Syndicated Loans shall be deemed to be comprised of principal and accrued and unpaid interest in

the same proportions as the corresponding Overdraft Loans. If a relevant Lender does not disburse to the Overdraft Lender its respective Pro Rata Share of any amount under this Section then, for the purpose only of any distributions or payments to such Lenders (and not, for greater certainty, for purposes of any obligations of such Lenders, including those under Section 14.10), including any distribution or payment with respect to the Borrower in the event of any enforcement or realization proceedings or any bankruptcy, winding-up, liquidation, arrangement, compromise or composition, the Individual Commitment of such Lender with respect to the RT 2 Facility shall be deemed to be nil and the Individual Commitment of the Overdraft Lender with respect to the RT 2 Facility shall be increased by the Individual Commitment of such Lender with respect to the RT 2 Facility until the amounts owed by the Borrower are outstanding to each relevant Lender in accordance with its Pro Rata Share determined without regard to this sentence. If any amount disbursed by a relevant Lender to the Overdraft Lender under this Section and deemed to have been advanced to the Borrower must be repaid by the Overdraft Lender or by the relevant Lender to the Borrower then no reduction of the Overdraft Loans as contemplated above shall be deemed to have occurred, but the relevant Lenders shall purchase participations in the Overdraft Loans (without recourse to the Overdraft Lender) for an amount or otherwise effect transactions to achieve the financial results contemplated by this Section.

(i) For certainty, it is hereby acknowledged and agreed that the relevant Lenders shall be obligated to advance their Pro Rata Share of an extension of credit by way of drawdown contemplated by Section 3.14(h) and to disburse to the Overdraft Lender their Pro Rata Shares of the Syndicated Loan referenced therein irrespective of:

(i) whether a Default or Event of Default is then continuing or whether any other condition in Article 12 is met; and

(ii) whether or not the Borrower has in fact actually requested such extension of credit by way of drawdown (by delivery of a Drawdown Notice or otherwise).

3.15 Administrative Agent’s Discretion to Allocate.

Notwithstanding the provisions of Sections 3.2, 3.4 and 9.6 with respect to the funding of Loans and Bankers’ Acceptances and reimbursing with respect to Letters in accordance with each relevant Lender’s Pro Rata Share, the Administrative Agent shall be entitled to reallocate the funding or reimbursement obligations among the Lenders in order to ensure, to the greatest extent practicable, that after such funding the aggregate amount of credit extended hereunder by each Lender coincides with such Lender’s Pro Rata Share of the aggregate amount of credit extended under each Credit Facility by all of the Lenders, provided that no such allocation shall result in the aggregate amount of credit extended under a particular Credit Facility by any Lender exceeding such Lender’s Individual Commitment with respect to such Credit Facility.

3.16 Benchmark Replacement Setting

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (Toronto time) on the fifth (5th) Banking Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this agreement and or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Majority Lenders.

(b) Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this agreement or any other Loan Document.

(c) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender pursuant to this Section 3.16 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to

this agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.16.

(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR (U.S.) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a LIBOR (U.S.) Loan of, conversion to or continuation of LIBOR (U.S.) Loan to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Canada Loans.

(f) Administrative Agent Disclaimer. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “LIBOR (U.S.)” or with respect to any rate that is an alternative or replacement for or successor to any such rate (including any Benchmark Replacement) or the effect of any of the foregoing, or of any Benchmark Replacement Conforming Changes.

(g) Certain Defined Terms. As used in this Section 3.16:

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this agreement as of such date and not including, for the avoidance of doubt, any tenor

for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (d) of this Section 3.16.

“Benchmark” means, initially, LIBOR (U.S.); provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to LIBOR (U.S.) or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (a) of this Section 3.16.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(1) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;

(2) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;

(3) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment;

provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion. If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then- current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

(1) for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Administrative Agent:

(a) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;

(b) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

(2) for purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar- denominated syndicated credit facilities;

provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate Canada”,” the definition of “Banking Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent

decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this agreement and the other Loan Documents).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein; or

(3) in the case of an Early Opt-in Election, the sixth (6th) Banking Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Banking Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the

time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the F.R.S. Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section 3.16 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document and in accordance with this Section 3.16.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the

Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Early Opt-in Election” means, if the then-current Benchmark is LIBOR (U.S.), the occurrence of:

(1) a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

(2) the joint election by the Administrative Agent and the Borrower to trigger a fallback from LIBOR (U.S.) and the provision by the Administrative Agent of written notice of such election to the Lenders.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBOR (U.S.), 11:00 a.m. (London, England time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not LIBOR (U.S.), the time determined by the Administrative Agent in its reasonable discretion.

“Relevant Governmental Body” means the F.R.S. Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the F.R.S. Board or the Federal Reserve Bank of New York, or any successor thereto.

“SOFR” means, with respect to any Banking Day, a rate per annum equal to the secured overnight financing rate for such Banking Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Banking Day.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for

the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

3.17 CDOR Discontinuance

If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 3.5 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 3.5 have not arisen but the supervisor for the administrator of the CDOR Rate or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the CDOR Rate shall no longer be used for determining interest rates for loans (in each case, a “CDOR Discontinuance”), then the Administrative Agent and the Borrowers shall negotiate in good faith to establish an alternate rate of interest to the CDOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for CDOR Rate advances made in Canada at such time. Upon an agreement being reached, such parties shall enter into an amendment to this agreement to reflect such alternate rate of interest and such other related changes to this agreement as may be applicable. Notwithstanding anything to the contrary in Section 14.14, such amendment shall become effective without any further action or consent of any other party to this agreement so long as the Administrative Agent shall not have received, within five (5) Banking Days of the date such amendment is provided to the Lenders, a written notice from the Majority Lenders stating that such Majority Lenders object to such amendment. If such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this agreement.

ARTICLE 4
DRAWDOWNS

4.1 Drawdown Notice.

Subject to the terms and conditions hereof and provided that all of the applicable conditions precedent set forth in Article 12 have been fulfilled by the Borrower or waived by the Lenders in accordance with Section 14.14, the Borrower may have credit extended to it under any Credit Facility from time to time by way of drawdown by giving to the Administrative Agent an irrevocable notice (“Drawdown Notice”) in accordance with Section 3.13, in substantially the form of Schedule D hereto and specifying:

(a) the applicable Credit Facility;

(b) the date the credit is to be extended;

(d) in the case of any credit to be extended by way of Loan, the type of Loan and the principal amount of the Loan;

(e) in the case of any credit to be extended by way of LIBOR Loan, the applicable Interest Period;

(f) in the case of any credit to be extended by way of Bankers’ Acceptances, the aggregate face amount of the Bankers’ Acceptances to be issued and the term of the Bankers’ Acceptances;

(g) in the case of any credit to be extended by way of Letter, the date of issuance of the Letter, the named beneficiary of the Letter, the maturity date and amount of the Letter, the currency of denomination of the Letter and all other terms of the Letter; and

(h) in the case of any credit to be extended to fund a Permitted Acquisition, confirmation of compliance by the Borrower with all covenants hereunder, including Sections 11.1(f) and 11.1(g), on a pro forma basis after giving effect to the extension of credit and the completion of the Permitted Acquisition.

ARTICLE 5
ROLLOVERS

5.1 Bankers’ Acceptances.

Subject to the terms and conditions hereof and provided that the Borrower has, by giving notice to the Administrative Agent in accordance with Section 5.3, requested the relevant Lenders to accept drafts of the Borrower to replace all or a portion of outstanding Bankers’ Acceptances as they mature, each relevant Lender shall, on the maturity of such Bankers’ Acceptances, accept the Borrower’s draft or drafts having an aggregate face amount equal to its Pro Rata Share of the aggregate face amount of the matured Bankers’ Acceptances or the portion thereof to be replaced.

5.2 LIBOR Loans and BA Equivalent Loans.

Subject to the terms and conditions hereof and provided that the Borrower has, by giving notice to the Administrative Agent in accordance with Section 5.3, requested the relevant Lenders to continue to extend credit by way of LIBOR Loans or BA Equivalent Loans, as the case may be, to replace all or a portion of an outstanding LIBOR Loan or BA Equivalent Loan, as the case may be, as it matures, each relevant Lender shall, on the maturity of such LIBOR Loan or BA Equivalent Loan, as the case may be, continue to extend credit to the Borrower by way of a LIBOR Loan or BA Equivalent Loan, as the case may be, (without a further advance of funds to the Borrower) in the principal amount equal to such Lender’s Pro Rata Share of the principal amount of the matured LIBOR Loan or the matured BA Equivalent Loan, as the case may be. The

provisions of Section 3.5 with respect to the payment of interest on a BA Equivalent Loan shall apply mutatis mutandis to any rollover of a BA Equivalent Loan pursuant to this Section 5.2.

5.3 Rollover Notice.

The notice to be given to the Administrative Agent pursuant to Section 5.1 or 5.2 (“Rollover Notice”) shall be irrevocable, shall be given in accordance with Section 3.13, shall be substantially in the form of Schedule E hereto and shall specify:

(a) the applicable Credit Facility;

(b) the maturity date of the maturing Bankers’ Acceptances, BA Equivalent Loan or LIBOR Loan, as the case may be;

(c) the face amount of the maturing Bankers’ Acceptances or the principal amount of the maturing LIBOR Loan or BA Equivalent Loan, as the case may be, and the portion thereof to be replaced;

(d) in the case of a maturing LIBOR Loan, the Interest Period or Interest Periods of the replacement LIBOR Loans;

(e) in the case of maturing Banker’s Acceptances, the aggregate face amount of the new Bankers’ Acceptances to be issued and the term or terms of the new Bankers’ Acceptances; and

(f) in the case of maturing BA Equivalent Loans, the aggregate principal amount of the new BA Equivalent Loans and the term or terms of the new BA Equivalent Loans.

ARTICLE 6
CONVERSIONS

6.1 Converting Loan to Other Type of Loan.

Subject to the terms and conditions hereof and provided that the Borrower has, by giving notice to the Administrative Agent in accordance with Section 6.4, requested the relevant Lenders to convert all or a portion of an outstanding Loan (other than a BA Equivalent Loan) into another type of Loan (other than a BA Equivalent Loan), each relevant Lender shall, on the date of conversion (which, in the case of the conversion of all or a portion of an outstanding LIBOR Loan, shall be the date on which the Loan matures), continue to extend credit to the Borrower by way of the type of Loan into which the outstanding Loan or a portion thereof is converted in the aggregate principal amount equal to such Lender’s Pro Rata Share of the principal amount of the Loan being converted or the Exchange Equivalent thereof.

6.2 Converting Loan to Bankers’ Acceptances.

Subject to the terms and conditions hereof and provided that the Borrower has, by giving notice to the Administrative Agent in accordance with Section 6.4, requested the relevant

Lenders to accept its drafts to replace all or a portion of an outstanding Loan and, if a LIBOR Loan or a BA Equivalent Loan is to be replaced the date of conversion is the date on which such Loan matures, each Lender shall, on the date of conversion, accept the Borrower’s draft or drafts having an aggregate face amount equal to its Pro Rata Share of the aggregate principal amount of such Loan or the portion thereof which is being converted.

6.3 Converting Bankers’ Acceptances to Loan.

Each Lender shall, on the maturity date of a Bankers’ Acceptance which such Lender has accepted, pay to the holder thereof the face amount of such Bankers’ Acceptance. Provided that the Borrower has, by giving notice to the Administrative Agent in accordance with Section 6.4, requested the relevant Lenders to convert all or a portion of outstanding maturing Bankers’ Acceptances into a Loan, each Lender shall, upon the maturity date of such Bankers’ Acceptances and the payment by such Lender to the holders of such Bankers’ Acceptances of the aggregate face amount thereof and concurrent with the payment by or on behalf of the Borrower to such Lender of the aggregate face amount of such Bankers’ Acceptances, extend credit to the Borrower by way of the Loan into which the matured Bankers’ Acceptances or a portion thereof are converted in the aggregate principal amount equal to its Pro Rata Share of the aggregate face amount of the matured Bankers’ Acceptances or the portion thereof which are being converted or the Exchange Equivalent thereof. Where a particular Lender has funded the Borrower by way of a BA Equivalent Loan rather than by way of Bankers’ Acceptances, the provisions of this Section 6.3 as they relate to Bankers’ Acceptances shall apply mutatis mutandis to such BA Equivalent Loan.

6.4 Conversion Notice.

The notice to be given to the Administrative Agent pursuant to Section 6.1, 6.2 or 6.3 (“Conversion Notice”) shall be irrevocable, shall be given in accordance with Section 3.13, shall be substantially in the form of Schedule F hereto and shall specify:

(a) the applicable Credit Facility;

(b) whether an outstanding Loan is to be converted or outstanding Bankers’ Acceptances are to be converted and, if an outstanding Loan is to be converted, the type of Loan to be converted;

(d) the face amount of the Bankers’ Acceptances or the portion thereof which is to be converted or the principal amount of the Loan or the portion thereof which is to be converted;

(e) the type and amount of the Loan or Bankers’ Acceptances into which the outstanding Loan is to be converted or outstanding Bankers’ Acceptances are to be converted;

(f) if an outstanding Loan is to be converted into a LIBOR Loan or Bankers’ Acceptances are to be converted into a LIBOR Loan, the applicable Interest Period of the new LIBOR Loan; and

(g) if an outstanding Loan is to be converted into Bankers’ Acceptances, the aggregate face amount of the new Bankers’ Acceptances to be issued and the term or terms of the new Bankers’ Acceptances.

6.5 Absence of Notice.

Subject to the terms and conditions hereof, in the absence of a Rollover Notice or Conversion Notice within the appropriate time periods referred to herein, a maturing LIBOR Loan shall be automatically converted to a Base Rate Canada Loan and a maturing Bankers’ Acceptance or BA Equivalent Loan shall be automatically converted to a Prime Rate Loan as though a notice to such effect had been given in accordance with Section 6.4.

6.6 Conversion After Default.

If a Default has occurred and is continuing at 10:00 a.m. (Toronto time) on the third Banking Day prior to the maturity date of a LIBOR Loan, BA Equivalent Loan or Bankers’ Acceptance, such LIBOR (U.S.) Loan shall automatically convert to a Base Rate Canada Loan on its maturity date and such Euribor Loan, BA Equivalent Loan or Bankers’ Acceptance shall automatically convert to a Prime Rate Loan on its maturity date as though a notice to such effect had been given in accordance with Section 6.4.

ARTICLE 7
INTEREST AND FEES

7.1 Interest Rates.

The Borrower shall pay to the Lenders, in accordance with Section 3.9, interest on the outstanding principal amount from time to time of each Loan (other than BA Equivalent Loans) and on the amount of overdue interest thereon from time to time, at the rate per annum equal to:

(i) the Prime Rate plus the Applicable Margin in the case of each Prime Rate Loan;

(ii) the Alternate Base Rate Canada plus the Applicable Margin in the case of each Base Rate Canada Loan; and

(iii) LIBOR plus the Applicable Margin in the case of each LIBOR Loan.

7.2 Interest In Advance.

Interest on each BA Equivalent Loan shall be paid in advance as provided in Section 3.5.

7.3 Calculation and Payment of Interest.

(a) Interest on the outstanding principal amount from time to time of each Loan (other than BA Equivalent Loans) and on the amount of overdue interest thereon from time to time shall accrue from day to day from and including the date on which credit is obtained by way of such Loan or the date on which such payment of overdue interest was due, as the case may be, to but excluding the date on which such Loan or such overdue interest, as the case may be, is repaid in full (both before and after maturity and as well after as before judgment) and shall be calculated on the basis of the actual number of days elapsed divided by 365 or 366 in the case of a leap year (in the case of a Prime Rate Loan or Base Rate Canada Loan) or divided by 360 days (in the case of a LIBOR Loan).

(b) Accrued interest shall be paid,

(i) in the case of interest on Prime Rate Loans and Base Rate Canada Loans, monthly in arrears on the last Banking Day of each calendar month; and

(ii) in the case of interest on LIBOR Loans, on the last day of the applicable Interest Period; provided that, in the case of Interest Periods of a duration longer than three months, accrued interest shall be paid no less frequently than every three months from the first day of such Interest Period during the term of such Interest Period and on the date on which such Loans are otherwise required to be repaid.

7.4 General Interest Rules.

(a) For the purposes hereof and any other Loan Document, whenever interest is calculated on the basis of a year of 360 or 365 days, each rate of interest determined pursuant to such calculation expressed as an annual rate for the purposes of the Interest Act (Canada) is equivalent to such rate as so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or 365, respectively.

(b) The amount of the interest or fees payable under this agreement shall not exceed the maximum rate permitted by Applicable Law. Where the amount of such interest or such fees is greater than such maximum rate, the amount shall be reduced to the highest rate which may be recovered in accordance with the applicable provisions of Applicable Law.

(c) The parties agree that all interest in this agreement will be calculated using the nominal rate method and not the effective rate method, and that the deemed re-investment principle shall not apply to such calculations. In addition, the parties acknowledge that there is a material distinction between the nominal and effective rates of interest and that they are capable of making the calculations necessary to compare such rates.

(d) Interest on each Loan shall be payable in the currency in which such Loan is denominated during the relevant period.

(e) If the Borrower fails to pay any fee or other amount of any nature payable by it to the Administrative Agent or the Lenders hereunder (other than principal or interest) on the due date therefor or under any document, instrument or agreement delivered pursuant hereto on the due date therefor, the Borrower shall pay to the relevant Lenders interest on such overdue amount in the same currency as such overdue amount is payable from and including such due date to but excluding the date of actual payment (as well after as before judgment) at the rate per annum, calculated and compounded monthly, which is equal to:

(i) the Alternate Base Rate Canada plus the aggregate of the Applicable Margin and 2% per annum in the case of overdue amounts denominated in U.S. dollars; and

(ii) the Prime Rate plus the aggregate of the Applicable Margin and 2% per annum in the case of all other overdue amounts.

Such interest on overdue amounts shall become due and be paid on demand by the Administrative Agent.

7.5 Selection of Interest Periods.

With respect to each LIBOR Loan, the Borrower shall specify in the Drawdown Notice, Rollover Notice or Conversion Notice, the duration of the Interest Period provided that:

(a) Interest Periods for LIBOR Loans shall have a duration of 1 month, 2 months, 3 months or 6 months;

(b) the first Interest Period for a LIBOR Loan shall commence on and include the day on which credit is obtained by way of such Loan and each subsequent Interest Period applicable thereto shall commence on and include the date of the expiry of the immediately preceding Interest Period applicable thereto; and

(c) if any Interest Period would end on a day which is not a Banking Day, such Interest Period shall be extended to the next succeeding Banking Day unless such next succeeding Banking Day falls in the next calendar month, in which case such Interest Period shall be shortened to end on the immediately preceding Banking Day.

7.6 Acceptance Fees.

Upon the acceptance of any draft of the Borrower pursuant hereto, the Borrower shall pay to the relevant Lenders, in accordance with Section 3.9, in advance, an acceptance fee calculated at the rate per annum, on the basis of a year of 365 days equal to the Applicable Margin on the face amount of such Bankers’ Acceptance for its term, being the actual number of days in the period commencing on the date of acceptance of the Borrower’s draft and ending on but

excluding the maturity date of the Bankers’ Acceptance. With respect to each drawdown by way of Bankers’ Acceptances, such acceptance fees shall be paid by the relevant Lenders deducting the amount thereof from the BA Discounted Proceeds before the relevant Lenders remit the BA Proceeds to the Administrative Agent as provided in Section 3.4(c). With respect to each rollover of and conversion into Bankers’ Acceptances, such acceptance fees shall be paid by the Borrower to the Administrative Agent as provided in Section 3.4(c). Each such payment is non-refundable and fully earned when due.

7.7 Standby Fees.

Upon the last Banking Day of each Fiscal Quarter and upon the termination of the RT 1 Facility pursuant to Section 2.6, the Borrower shall pay to the relevant Lenders in accordance with Section 3.9, in arrears, a standby fee on the applicable Available RT 1 Credit, calculated and accruing daily from the Closing Date, at the rate per annum, calculated on the basis of a year of 365 days or 366 days in the case of a leap year, equal to the Applicable Margin during such period. Upon the last Banking Day of each Fiscal Quarter and upon the termination of the RT 2 Facility pursuant to Section 2.6, the Borrower shall pay to the relevant Lenders in accordance with Section 3.9, in arrears, a standby fee on the applicable Available RT 2 Credit, calculated and accruing daily from the Closing Date, at the rate per annum, calculated on the basis of a year of 365 days or 366 days in the case of a leap year, equal to the Applicable Margin during such period. Notwithstanding the foregoing, standby fees shall cease to accrue on the unfunded portion of the Individual Commitment of any Lender with respect to the RT Facilities while it is a Defaulting Lender.

7.8 Letter Fees.

(a) The Borrower shall pay to the relevant Lenders, in accordance with Section 3.9, an issuance fee quarterly in arrears on the first Banking Day of each Fiscal Quarter, calculated at a rate per annum, on the basis of a year of 365 days or 366 days in the case of a leap year, equal to the Applicable Margin and on the amount of each such Letter for the period of time equal to the number of days in the preceding Fiscal Quarter on which such Letter was outstanding. In addition, with respect to all Letters, the Borrower shall from time to time pay to the Issuing Lender its usual and customary fees (at the then prevailing rates) for the amendment, delivery and administration of letters of credit such as the Letters. Each such payment is non-refundable and fully earned when due. Notwithstanding the foregoing, (a) issuance fees shall cease to accrue on any Lender’s Pro Rata Share of the amount of such Letter for so long as it is a Defaulting Lender and (b) a Lender shall not be entitled to receive any fronting fees accruing hereunder during the period in which it is a Defaulting Lender.

(b) With respect to each Letter issued hereunder, the Borrower shall pay to the Issuing Lender, in accordance with Section 3.9, a fronting fee quarterly in arrears on the first Banking Day of each Fiscal Quarter, calculated at a rate of 0.25% per annum on the amount of each such Letter for the period of time equal to the number of days in the preceding Fiscal Quarter on which such Letter was outstanding. Each such payment is non-refundable and fully earned when due.

7.9 Interest and Fee Adjustment.

Subject to the second sentence hereof, the changes in the interest rates, acceptance fees, standby fees and Letter issuance fees contemplated in the definition of Applicable Margin shall be effective as of the date of receipt by the Administrative Agent of the compliance certificate required to be delivered by the Borrower to the Administrative Agent pursuant to Section 12.2(f)(vi) or the compliance certificate required to be delivered by the Borrower to the Administrative Agent pursuant to Section 11.1(b)(iii), as applicable (and, for greater certainty in the case of interest on LIBOR Loans and Letter issuance fees shall be effective for that portion of the term of any LIBOR Loans or Letters, as the case may be, on and after such date, and in the case of interest on any outstanding BA Equivalent Loans and acceptance fees in respect of any Bankers’ Acceptances shall only be effective at the end of the term of such BA Equivalent Loan or Bankers’ Acceptance, as the case may be). The aforesaid changes shall be effective as of the relevant Reporting Date if the compliance certificate required to be delivered by the Borrower to the Administrative Agent pursuant to Section 11.1(b)(iii) is delivered after the relevant Reporting Date if such compliance certificate evidences an increase in the Applicable Margin. If, however, any such compliance certificate delivered after the relevant Reporting Date evidences a decrease in the Applicable Margin, the aforesaid changes shall only be effective as and from the date of receipt by the Administrative Agent of such compliance certificate. Upon receipt of any compliance certificate which is delivered to the Administrative Agent after the relevant Reporting Date which evidences an increase in the Applicable Margin, the Administrative Agent shall determine the amount of the underpayment of interest, acceptance fees, standby fees and Letter issuance fees during the period from the relevant Reporting Date to and including the date of actual delivery thereof and notify the Borrower and the Lenders of such amounts. Such determination by the Administrative Agent shall constitute, in the absence of manifest error, prima facie evidence of the amount of such underpayment. The Borrower shall, upon receipt of such notice, pay to the Lenders, in accordance with Section 3.9, the amount of such underpayment.

ARTICLE 8
RESERVE, CAPITAL, INDEMNITY AND TAX PROVISIONS

8.1 Conditions of Credit.

The obtaining or maintaining of credit hereunder shall be subject to the terms and conditions contained in this Article 8.

8.2 Change of Circumstances.

(a) If, after the date hereof, the introduction of or any change in or in the interpretation of, or any change in its application to any Lender of, any law or any regulation or guideline issued by any Official Body (a “Change in Law”), including, without limitation, any reserve or special deposit requirement or any Tax (other than (i) any Excluded Taxes, or (ii) any Indemnified Taxes or Other Taxes covered by Section 8.6) or any capital requirement, has, due to a Lender’s compliance, the effect, directly or indirectly, of (i) increasing the cost to such Lender of performing its obligations hereunder; (ii) reducing any amount received or receivable by such Lender hereunder or its effective return hereunder

or on its capital; or (iii) causing such Lender to make any payment or to forego any return based on any amount received or receivable by such Lender hereunder, then such Lender shall deliver to the Borrower a certificate stating that such costs have been incurred because of the existence of this agreement or the credit extended hereunder and setting out the reason for and the calculation of the relevant amount and shall document that such costs are generally being charged by such Lender to other similarly situated borrowers under similar credit facilities and, upon demand from time to time, the Borrower shall pay such amount as shall compensate such Lender for any such cost, reduction, payment or foregone return (but no earlier than the amount to which it pertains would have been required to be paid hereunder) provided that the Borrower shall be obligated under this Section 8.2(a) to compensate such Lender for capital adequacy requirements measured against its outstanding obligations hereunder only to the extent such capital adequacy requirements are in excess of the capital adequacy requirements as of the date hereof and further provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. Any certificate of a Lender in respect of the foregoing will be conclusive and binding upon the Borrower, except for manifest error, provided that such Lender shall determine the amounts owing to it in good faith using any reasonable averaging and attribution methods.

(b) Each Lender agrees that, as promptly as practicable after it becomes aware of the occurrence of an event or the existence of a condition that would cause it to seek additional amounts from the Borrower pursuant to Section 8.2(a), it will use reasonable efforts to make, fund or maintain the affected credit through another lending office or take such other actions as it deems appropriate if as a result thereof the additional moneys which would otherwise be required to be paid in respect of such credit pursuant to Section 8.2(a), would be reduced and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of such credit through such other lending office or the taking of such other actions would not otherwise adversely affect such credit or such Lender and would not, in such Lender’s sole discretion, be commercially unreasonable.

(c) Notwithstanding Section 8.2(a), the Borrower shall not be liable to compensate a Lender for any such cost, reduction, payment or foregone return:

(i) occurring more than 60 days before receipt by the Borrower of the certificate described in Section 8.2(a); or

(ii) if such compensation is not being claimed as a general practice from customers of such Lender who by agreement are liable to pay such or similar compensation.

In determining the amount of compensation payable by the Borrower under Section 8.2(a), such Lender shall use all reasonable efforts to minimize the compensation payable by the Borrower including, without limitation, using all reasonable efforts to obtain refunds or credits, and any compensation paid by the Borrower which is later determined not to have been properly payable shall forthwith be reimbursed by such Lender to the Borrower.

(d) If any of the circumstances described in Section 8.2(a) continue in effect for 60 consecutive days and an affected Lender has delivered to the Borrower the certificate described in Section 8.2(a), on request from the Borrower, the Borrower shall be entitled, in consultation with the Administrative Agent and the affected Lender, to arrange for one or more other financial institutions (in this Section 8.2(d), the “assuming Lender”) reasonably satisfactory to the Borrower and the Administrative Agent, the Issuing Lender and the Overdraft Lender, to assume all or a portion of the relevant Individual Commitment and acquire the outstanding credit and other rights and interests of the affected Lender hereunder. The assuming Lender and affected Lender shall execute all such documents as may be reasonably required by the Administrative Agent and the Borrower to effect such assumption and acquisition, which shall include, without limitation, the documentation contemplated in Section 15.6(c).

8.3 Failure to Fund as a Result of Change of Circumstances.

If any Lender but not all of the Lenders who have Individual Commitments seeks additional compensation pursuant to Section 8.2(a) or becomes a Defaulting Lender or a Non-FATCA Compliant Lender (each, an “Affected Lender”), then the Borrower may indicate to the Administrative Agent in writing that it desires to replace the Affected Lender with one or more of the other relevant Lenders, and the Administrative Agent shall then forthwith give notice to the other relevant Lenders that any such Lender or Lenders may, in the aggregate, advance all (but not part) of the Affected Lender’s Pro Rata Share of the affected credit and, in the aggregate, assume all (but not part) of the Affected Lender’s Individual Commitments and obligations under the relevant Credit Facility and acquire all (but not part) of the rights of the Affected Lender and assume all (but not part) of the obligations of the Affected Lender under each of the other Loan Documents to the extent they relate to such Credit Facility (but in no event shall any other relevant Lender or the Administrative Agent be obliged to do so). If one or more relevant Lenders shall so agree in writing (herein collectively called the “Assenting Lenders” and individually called an “Assenting Lender”) with respect to such advance, acquisition and assumption, the Pro Rata Share of such credit of each Assenting Lender and the Individual Commitments and the obligations of such Assenting Lender under such Credit Facility and the rights and obligations of such Assenting Lender under each of the other Loan Documents shall be increased by its respective pro rata share (based on the relative Individual Commitments of the Assenting Lenders under such Credit Facility) of the Affected Lender’s Pro Rata Share of such credit and Individual Commitments and obligations and rights and obligations under each of the other Loan Documents

on a date mutually acceptable to the Assenting Lenders and the Borrower. On such date, the Assenting Lenders shall extend to the Borrower the Affected Lender’s Pro Rata Share of such credit and shall prepay to the Affected Lender the advances of the Affected Lender then outstanding, together with all interest accrued thereon and all other amounts owing to the Affected Lender hereunder, and, upon such advance and prepayment by the Assenting Lenders, the Affected Lender shall cease to be a “Lender” for purposes of this agreement and shall no longer have any obligations hereunder. Upon the assumption of the Affected Lender’s Individual Commitments as aforesaid by an Assenting Lender, Schedule A hereto shall be deemed to be amended to increase the Individual Commitments of such Assenting Lender by the respective amounts of such assumption. For certainty, the Borrower shall not be required to pay an Affected Lender that is a Defaulting Lender or a Non-FATCA Compliant Lender in respect of breakage costs or other amounts required to be paid as a result of prepayment to such Lender.

8.4 Indemnity Relating to Credits.

Upon notice from the Administrative Agent to the Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay to the Administrative Agent, the relevant Lenders or the Issuing Lender such amount or amounts as will compensate the Administrative Agent, the relevant Lenders or the Issuing Lender for any loss, cost or expense incurred by them:

(a) in the liquidation or redeposit of any funds acquired by such Lenders to fund or maintain any portion of a LIBOR Loan or BA Equivalent Loan as a result of:

(i) the failure of the Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Equivalent Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or

(ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Equivalent Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above);

(b) in converting United States dollars into Canadian dollars, Canadian dollars into United States dollars or Euros into either Canadian dollars or United States dollars as a result of the failure of the Borrower to make repayments of outstanding credit hereunder in the currency in which such outstanding credit was denominated; or

(c) with respect to any Bankers’ Acceptance or Letter, arising from claims or legal proceedings, and including reasonable legal fees and disbursements, respecting the obtaining of credit by the Borrower by way of such Bankers’ Acceptance or Letter, the collection of amounts owed by the Borrower hereunder in respect of

such Bankers’ Acceptance or Letter or the enforcement of the Issuing Lender’s or Lender’s rights hereunder in respect of such Bankers’ Acceptance or Letter including, without limitation, legal proceedings attempting to restrain the Issuing Lender or any Lender or any of them from paying any amount under such Bankers’ Acceptance or Letter except for any such loss, cost or expense that a court of competent jurisdiction determined arose on account of the gross negligence or wilful misconduct of such Lender.

Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such loss, cost or expense if such loss, cost or expense is sustained or incurred by such Lender while it is a Defaulting Lender.

8.5 Indemnity for Transactional and Environmental Liability.

(a) The Borrower hereby agrees to indemnify, exonerate and hold each Creditor (collectively, the “Indemnified Persons”, and individually, an “Indemnified Person”) free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs (including, without limitation, all documentary, recording, filing, mortgage or other stamp taxes or duties), charges, liabilities and damages, and expenses in connection therewith (irrespective of whether such Indemnified Person is a party to the action for which indemnification hereunder is sought), and including, without limitation, reasonable legal fees, out of pocket disbursements and amounts paid to the Indemnified Persons’ respective affiliates, employees, officers, directors and agents (collectively, in this Section 8.5(a), the “Indemnified Liabilities”), paid, incurred or suffered by the Indemnified Persons or any of them as a result of, or arising out of, or relating to (i) any use made or to be made in whole or in part, directly or indirectly, with the proceeds of any credit obtained hereunder, or (ii) the execution, delivery, performance or enforcement of this agreement and the other Loan Documents and any instrument, document or agreement executed pursuant hereto or thereto, except for any such Indemnified Liabilities that a court of competent jurisdiction determined arose on account of the relevant Indemnified Person’s gross negligence or wilful misconduct or the relevant Indemnified Person’s breach of this agreement or any other Loan Document to which it is a party.

(b) Without limiting the generality of the indemnity set out in Section 8.5(a), the Borrower hereby further agrees to indemnify, exonerate and hold the Indemnified Persons free and harmless from and against any and all claims, demand, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees, out of pocket disbursements and amounts paid to the Indemnified Persons’ respective affiliates, employees, officers, directors and agents, of any and every kind whatsoever (collectively, in this Section 8.5(b), the “Indemnified Liabilities”), paid, incurred or suffered by the Indemnified Persons or any of them for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release

from, any Property of any Hazardous Material or (ii) the breach or violation of any Environmental Law by any Subject Entity, except for any such Indemnified Liabilities that a court of competent jurisdiction determines arose on account of the relevant Indemnified Person’s gross negligence or wilful misconduct, or the relevant Indemnified Person’s breach of this agreement or any other Loan Document to which it is a party.

(c) All obligations provided for in this Section 8.5 shall survive any termination of the Credit Facilities or this agreement and shall not be reduced or impaired by any investigation made by or on behalf of any Creditor.

(d) If, for any reason, the obligations of the Borrower pursuant to this Section 8.5 shall be unenforceable, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each obligation that is permissible under Applicable Law, except to the extent that a court of competent jurisdiction determines such obligations arose on account of the gross negligence or wilful misconduct of any Indemnified Person.

8.6 Payments Free and Clear of Taxes.

(a) Any and all payments made by the Borrower under this agreement or under any other Loan Document (any such payment being hereinafter referred to as a “Payment”) to or for the benefit of any Creditor shall be made without set-off or counterclaim, and free and clear of, and without deduction or withholding for, or on account of, any and all present or future Taxes except to the extent that such deduction or withholding is required by Applicable Law or the administrative practice of any Official Body. If any such Taxes are required to be deducted or withheld from or in respect of any Payment made to or for the benefit of any Creditor, the Borrower shall:

(i) promptly notify the Administrative Agent of such requirement;

(ii) in the case of Indemnified Taxes, pay to the Creditor, in addition to the Payment to which the Creditor is otherwise entitled, such additional amount as is necessary to ensure that the net amount actually received by the Creditor (net of, any such Indemnified Taxes, including the full amount of any Indemnified Taxes required to be deducted or withheld from any additional amount paid by the Borrower under this Section 8.6(a), whether assessable against the Creditor or the Borrower) equals the full amount such Creditor would have received had no such deduction or withholding been required. Notwithstanding the foregoing, the Borrower shall not be required to pay any such additional amount(s) described in this paragraph if such additional amounts arise solely as a result of any Lender ceasing to be, or to be deemed to be, resident in Canada for purposes of Part XIII of the Tax Act or any successor provision thereto, or the Loan to which the particular Payment to the Creditor relates ceases to be effectively connected with a permanent establishment of the Lender situated in Canada;

(iii) make such deduction or withholding;

(iv) pay to the relevant Official Body in accordance with Applicable Law the full amount of Taxes required to be deducted or withheld (including the full amount of Indemnified Taxes required to be deducted or withheld from any additional amount paid by the Borrower to such Creditor under this Section 8.6(a)), within the time period required by Applicable Law; and

(v) as promptly as possible thereafter, forward to the Administrative Agent or such Creditor, as the case may be, an original official receipt (or a certified copy), or other documentation reasonably acceptable to the Administrative Agent or such Creditor, evidencing such payment to such Official Body.

(b) In addition, the Borrower agrees to pay any and all present or future Other Taxes.

(c) Without duplication for amounts paid to a Creditor pursuant to Section 8.6(a), the Borrower hereby indemnifies and holds harmless each Creditor for the full amount of Indemnified Taxes and Other Taxes levied, imposed or assessed against (and whether or not paid directly by) any Creditor, and for all expenses, resulting from or relating to an Obligor’s failure to:

(i) remit to the Administrative Agent or any Creditor the documentation referred to in Section 8.6(a)(v); or

(ii) pay any Taxes or Other Taxes when due to the relevant Official Body (including, without limitation, any Taxes imposed by any Official Body on amounts payable under this Section 8.6).

The provisions of this Section 8.6(c) shall apply whether or not such Taxes were correctly or legally assessed. Any Creditor who pays any Taxes or Other Taxes in excess of the amount (if any) paid by the Borrower on account thereof under Section 8.6, shall promptly notify the Borrower of such payment, provided, however, that failure to provide such notice shall not detract from, or compromise, the obligations of the Borrower under this Section 8.6. Payment pursuant to this indemnification shall be made within 30 days from the date any Creditor makes written demand therefor accompanied by a certificate as to the amount of such Taxes or Other Taxes and the calculation thereof, which calculation shall be prima facie evidence of such amount.

(d) If any Creditor receives a refund of, or credit for, Indemnified Taxes for which a payment has been made by the Borrower under this Section 8.6, which refund or credit in the good faith judgment of such Creditor is attributable to the Indemnified Taxes giving rise to such payment made by the Borrower, then such Creditor shall reimburse the Borrower for such amount (if any, but not exceeding the amount of any payment made under this Section 8.6 that gives rise to such refund or credit), net of out-of-pocket expenses of such Creditor which the Creditor determines in its absolute discretion will leave it, after such reimbursement, in no better or worse position than it would have been in if such

Taxes had not been exigible. The Borrower, upon the request of any Creditor, agrees to repay such Creditor any portion of any such refund or credit paid over to the Borrower that such Creditor is required to pay to the relevant Official Body and agrees to pay any interest, penalties or other charges paid by such Creditor as a result of or related to such payment to such Official Body. No Creditor shall be under any obligation to arrange its Tax affairs in any particular manner so as to claim any refund or credit. None of the Creditors shall be obliged to disclose any information regarding its Tax affairs or computations to the Borrower or any other Person in connection with this Section 8.6(d) or any other provision of this Section 8.6.

(e) A Lender that is entitled to an exemption from or reduction of Indemnified Taxes or Other Taxes (collectively, “Relevant Taxes”) under the laws of Canada, or any treaty to which Canada is a party, with respect to Payments shall, at the request of the Borrower, deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law (if any) as will permit such payments to be made without withholding or at a reduced rate of withholding or a reduced rate of Relevant Taxes. In addition, (i) any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law (if any) or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to withholding or information reporting requirements, and (ii) any Lender that ceases to be, or to be deemed to be, resident in Canada for purposes of Part XIII of the Tax Act or any successor provision thereto in respect of Payments shall within five Banking Days thereof notify the Borrower and the Administrative Agent in writing. Notwithstanding the foregoing, no Lender shall be required to deliver any documentation pursuant to this Section 8.6(e) that such Lender is not legally able to deliver.

(f) If a payment made to a Lender Party under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender Party were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender Party shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender Party has complied with such Lender Party’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 8.6(f), “FATCA” shall include any amendments made to FATCA after the date of this agreement. Each

Lender Party agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. For purposes of this Section 8.6(f), “Lender Party” shall mean any Lender and the Administrative Agent.

(g) The Borrower’s obligations under this Section 8.6 shall survive, without limitation, the termination of this agreement and all other Loan Documents and the permanent repayment of the outstanding credit and all other amounts payable hereunder.

ARTICLE 9
REPAYMENTS AND PREPAYMENTS

9.1 Repayment of Credit Facilities.

(a) On the RT Maturity Date, the Borrower shall pay to the Lenders the full amount of the credit outstanding under the RT Facilities together with all accrued and unpaid interest thereon and all accrued and unpaid fees with respect thereto.

(b) On the last Banking Day of each Fiscal Quarter commencing with the Fiscal Quarter ending March 31, 2021, the Borrower shall repay to the Lenders an amount equal to 1.25% of the NRT 1 Facility Scheduled Repayment Aggregate and the NRT 2 Facility Scheduled Repayment Aggregate. On the NRT 1 Maturity Date, the Borrower shall pay to the Lenders the full amount of the credit outstanding under the NRT 1 Facility together with all accrued and unpaid interest thereon and all accrued and unpaid fees with respect thereto. On the NRT 2 Maturity Date, the Borrower shall pay to the Lenders the full amount of the credit outstanding under the NRT 2 Facility together with all accrued and unpaid interest thereon and all accrued and unpaid fees with respect thereto.

9.2 Voluntary Prepayments.

Subject to Section 9.4, the Borrower shall be entitled, at its option, to prepay all or any portion of the outstanding Loans (other than BA Equivalent Loans) under any Credit Facility at any time provided that Section 8.4 shall be complied with in connection with any prepayment. Prepayments under any of the RT Facilities pursuant to this Section 9.2 may be reborrowed provided, for certainty, that any such reborrowings shall not be used for the purposes of directly or indirectly financing the Triple C Transaction. Prepayments under any of the NRT Facilities pursuant to this Section 9.2 may not be reborrowed.

9.3 Mandatory Prepayments.

(a) The NRT Credit Limits shall be permanently reduced in an amount equal to the amount of any Net Proceeds of disposition by any Subject Entity of its assets pursuant to Section 11.3(o)(v) which are greater than U.S.$10,000,000 but less than or equal to U.S. $60,000,000 in any Fiscal Year to the extent such Net Proceeds are not reinvested in the business of the Subject Entities within 365 days

of receipt thereof. Any permanent reduction of the NRT Credit Limits pursuant to this Section 9.3(a) shall be applied to the reduction of the NRT 1 Credit Limit and/or the NRT 2 Credit Limit, as determined by the Borrower and specified in a written notice provided by the Borrower to the Administrative Agent, until each NRT Credit Limit reaches zero.

(b) To the extent required to comply with Section 9.3(a), the Borrower shall prepay outstanding credit under the NRT Facilities.

(c) Section 8.4 shall be complied with in connection with any prepayment pursuant to this Section 9.3. Any prepayments under the NRT Facilities made pursuant to Section 9.3(b) shall be applied to the scheduled repayments under the applicable NRT Facility required pursuant to Section 9.1(b) in inverse order of maturity until such NRT Facility has been repaid in full. Any such prepayments may not be reborrowed.

9.4 Prepayment Notice.

The Borrower shall give written notice to the Administrative Agent of each voluntary prepayment pursuant to Section 9.2. Such notice (a “Prepayment Notice”) shall be irrevocable, shall be given in accordance with Section 3.13 and shall specify:

(a) the Credit Facility under which the prepayment is to be made;

(b) the date on which the prepayment is to take place; and

9.5 Reimbursement Obligation for Maturing Bankers’ Acceptances.

The Borrower hereby unconditionally agrees to pay to each Lender on the maturity date (whether at stated maturity, by acceleration or otherwise) of each Bankers’ Acceptance accepted by such Lender the undiscounted face amount of such then-maturing Bankers’ Acceptance. The obligation of the Borrower to reimburse the Lenders for then-maturing Bankers’ Acceptances may be satisfied by the Borrower by:

(a) paying to the Lenders, in accordance with Section 3.9, on the maturity date of the Bankers’ Acceptances an amount equal to the aggregate undiscounted face amount thereof, provided that the Borrower shall notify the Administrative Agent of its intention to reimburse the Lenders in such manner prior to 10:00 a.m. (Toronto time) on such maturity date;

(b) replacing the maturing Bankers’ Acceptances with new Bankers’ Acceptances in accordance with Section 5.1; or

In no event shall the Borrower claim from the Lenders any grace period with respect to the aforesaid obligation of the Borrower to reimburse the Lenders.

9.6 Reimbursement or Conversion on Presentation of Letters.

(a) On presentation of a Letter issued by the Issuing Lender and payment thereunder by the Issuing Lender, the Borrower shall forthwith pay to the Administrative Agent for the account of the Issuing Lender, and thereby reimburse the Issuing Lender for, all amounts paid by the Issuing Lender pursuant to such Letter; failing such payment, the Borrower shall be deemed to have effected a conversion of such Letter into (x) a Prime Rate Loan (if such Letter is denominated in Canadian dollars) or (y) into a Base Rate Canada Loan (if such Letter is denominated in United States dollars or Euros), in each case, in an amount equal to the amount paid by the Issuing Lender thereunder (or if such Letter is denominated in Euros, the Canadian Dollar Equivalent thereof).

(b) (i) If the Issuing Lender makes payment under any Letter issued by it and the Borrower does not fully reimburse the Issuing Lender on or before the date of payment, then Section 9.6(a) shall apply to deem (x) a Prime Rate Loan (if such Letter is denominated in Canadian dollars) or (y) a Base Rate Canada Loan (if such Letter is denominated in United States dollars or Euros), in each case to be outstanding to the Borrower under the relevant RT Facility, in each case, in an amount equal to the amount paid by the Issuing Lender and not fully reimbursed by the Borrower (or if such Letter is denominated in Euros, the Canadian Dollar Equivalent thereof). Each relevant Lender shall, on request by the Issuing Lender, immediately pay to the Issuing Lender an amount equal to such Lender’s Pro Rata Share of the amount paid by the Issuing Lender such that each such Lender is participating in the deemed Prime Rate Loan or Base Rate Canada Loan in accordance with its Pro Rata Share.

(ii) Each relevant Lender shall immediately on demand indemnify the Issuing Lender to the extent of such Lender’s Pro Rata Share of any amount paid or liability incurred by the Issuing Lender under each Letter issued by it to the extent that the Borrower does not fully reimburse the Issuing Lender therefor.

(c) For certainty, the obligations in this Section 9.6 shall continue as obligations of each Person who was a relevant Lender at the time each such Letter was issued notwithstanding that such Lender may assign its rights and obligations hereunder, unless the Issuing Lender specifically releases such Lender from such obligations in writing.

9.7 Letters Subject to an Order.

The Borrower shall pay to the Administrative Agent for the account of the Issuing Lender an amount equal to the maximum amount available to be drawn under any unexpired Letter

which becomes the subject of any Order. Payment in respect of each such Letter shall be due forthwith no later than one Banking Day after demand.

9.8 Repayment of Credit Excess.

The Borrower shall repay to the Administrative Agent for the account of the relevant Lenders on demand by the Administrative Agent the amount of any Credit Excess existing from time to time, any such repayment to be made no later than one Banking Day after the making of such demand. To the extent any such Credit Excess results solely from currency fluctuations, no such demand shall be made (unless a Default has occurred and is continuing) unless the amount of any such Credit Excess at the time of such demand exceeds 105% of the amount of the relevant Credit Limit at such time.

9.9 Currency of Repayment.

All payments and repayments of outstanding credit hereunder shall be made in the currency of such outstanding credit.

ARTICLE 10
REPRESENTATIONS AND WARRANTIES

10.1 Representations and Warranties.

To induce the Lenders and the Administrative Agent to enter into this agreement and to extend credit to the Borrower hereunder from time to time, the Borrower hereby represents and warrants to the Lenders and the Administrative Agent, as at the date hereof, as at the date of each extension of credit hereunder and as the last day of each Fiscal Quarter as follows and acknowledges and confirms that the Lenders and the Administrative Agent are relying upon such representations and warranties in executing this agreement and in extending credit hereunder:

(a) Status and Power. Each of the Subject Entities is validly subsisting under the laws of the jurisdiction of its incorporation, organization or formation and is duly qualified, registered or licensed in all material respects in all jurisdictions where such qualification, registration or licensing is required. Each of the Subject Entities has all requisite corporate capacity, power and authority to own, hold under licence or lease its properties, to carry on its business as now conducted and to otherwise enter into, and carry out the transactions contemplated by, the Loan Documents to which it is a party. None of the Subject Entities is an “investment company” within the meaning of the Investment Company Act of 1940 of the United States, as amended.

(b) Authorization and Enforcement of Loan Documents. All necessary action, corporate or otherwise, has been taken to authorize the execution, delivery and performance by each Obligor of the Loan Documents to which it is a party. Each Obligor has duly executed and delivered the Loan Documents to which it is a party. The Loan Documents to which each Obligor is a party are legal, valid and binding obligations of such Obligor, enforceable against such Obligor by the other parties thereto in accordance with their respective terms, except to the extent

that the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance and other similar laws of general application limiting the enforcement of creditors’ rights generally and the fact that the courts may deny the granting or enforcement of equitable remedies.

(c) Compliance with Other Instruments. The execution, delivery and performance by each Obligor of the Loan Documents to which it is a party, and the consummation of the transactions contemplated herein and therein (i) do not conflict with, result in any breach or violation of, or constitute a default under the terms, conditions or provisions of (A) the articles of incorporation, by-laws or other constating documents of, or any unanimous shareholder agreement or declaration relating to, such Obligor (B) any of the Material Contracts or (C) in any material respect, any law, regulation, judgment, decree or order binding on or applicable to any Obligor or to which its property is subject or any agreement, lease, licence, permit or other instrument to which any Obligor is a party or is otherwise bound or by which any Obligor benefits or to which any of its property is subject and (ii) do not require the consent or approval of any Official Body or any other Person which has not been obtained and provided to the Administrative Agent.

(d) Financial Statements.

(i) The Financial Statements were prepared in accordance with generally accepted accounting principles consistently applied in accordance with past practice and no Material Adverse Change has occurred since September 30, 2020. The Financial Statements present fairly, in all material respects, the financial position of the Borrower as at the respective dates thereof and the Financial Statements present fairly, in all material respects the results of its operations and its cash for the fiscal periods covered thereby.

(ii) Since the date of delivery of either: (x) the Financial Statements, or (y) the financial statements referred to in Section 11.1(b)(i), whichever is later, there has been no Material Adverse Change. The Subject Entities have no liabilities, contingent or otherwise, not disclosed on the Financial Statements as of such dates and which are of the type required to be disclosed in accordance with generally accepted accounting principles, other than in respect of liabilities and obligations arising in the ordinary course of business.

(e) Litigation, etc. There are no actions, suits, investigations, claims or proceedings which have been commenced or, to the knowledge of the Borrower, have been threatened in writing against or affecting any Subject Entity before any Official Body which contest the Lionbridge Transaction or any of the transactions contemplated in any of the Loan Documents or the Material Contracts. There are no actions, suits, investigations, claims or proceedings which have been commenced or, to the knowledge of the Borrower, have been threatened in

writing against or affecting any Subject Entity before any Official Body which could reasonably be expected to have a Material Adverse Effect.

(f) Title to Assets. Each Subject Entity has a good and marketable title to all of its property, assets and undertaking, free from any Liens other than Permitted Liens, and no Person has any agreement or right to acquire any of such property, assets or undertaking except as permitted hereunder.

(g) Conduct of Business. No Subject Entity is in violation in any material respect of any mortgage, franchise, licence, pension plan, certificate of approval, permit, judgment, decree, order, statute, rule or regulation relating in any way to itself or to the operation of its business or to its property or assets. Each Subject Entity has all material licenses, certificates of approval, permits, registrations, approvals and consents which are required to own its properties and assets and to operate its businesses where they are currently being operated.

(h) Labour Matters. There are no strikes or any other labour disputes against any Subject Entity pending or, to the knowledge of the Borrower, threatened which could reasonably be expected to have a Material Adverse Effect. Hours worked by and payment made to employees of each Subject Entity have not been in violation in any material respect of any Applicable Law dealing with such matters. All payments due from each Subject Entity on account of employee health and welfare insurance which could reasonably be expected to have a Material Adverse Effect if not paid have been paid or accrued as a liability on the books of the relevant Subject Entity.

(i) No Default. No Default or Event of Default exists or would result from the incurring of any Secured Obligations by any Obligor. No Subject Entity is in default under or with respect to any contractual obligation in any respect which, individually or together with all such defaults, could reasonably be expected to have a Material Adverse Effect, or that would, if such default had occurred after the initial drawdown hereunder, create an Event of Default.

(j) Tax Returns and Taxes. Except as disclosed in writing to the Lenders prior to the date hereof, each Subject Entity has filed all Tax returns of significance and Tax reports of significance required by law to have been filed by it and has paid all material Taxes thereby shown to be owing, except any Taxes which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles shall have been set aside on its books.

(k) Environmental Compliance.

(i) Each Property is operated or used by each Subject Entity in compliance with all Environmental Laws applicable to it, except where non-compliance could not reasonably be expected to have a Material Adverse Effect.

(ii) There are no commenced or threatened (in writing)

(A) claims, complaints or notices received by any Subject Entity from an Official Body with respect to any alleged material violation of any Environmental Law by such Subject Entity, or

(B) complaints, notices to, or investigations of, any Subject Entity from an Official Body regarding potential material liability of such Subject Entity under any Environmental Law;

notice of which has not been provided by the Borrower to the Administrative Agent.

(iii) There are no Releases of Hazardous Materials by any Subject Entity at, on or under any Property which would constitute a breach of any Environmental Law applicable to it to the extent such Release could reasonably be expected to have a Material Adverse Effect.

(iv) Each Subject Entity has been issued and is in compliance with all permits, certificates, approvals, licenses and other authorizations required under any Environmental Laws to own its properties and assets and to carry on its businesses, except where the non-issuance or non-compliance could not reasonably be expected to have a Material Adverse Effect.

(l) Consents, Approvals, etc. No consents, approvals, acknowledgements, undertakings, non-disturbance agreements, directions or other documents or instruments which have not already been provided to the Administrative Agent are required to be entered into by any Official Body or any Person (i) to make effective the Security created or intended to be created by any Obligor in favour of the Administrative Agent pursuant to the Security Documents to which it is a party, (ii) to ensure the perfection and the intended priority of such Security other than the filing of financing statements or other similar filings or registrations or the issuance of notices in connection with such Security or (iii) to implement the closing of the Lionbridge Transaction or the transactions contemplated by the Loan Documents to which it is a party or the Material Contracts (other than as set forth in Schedule J, all of which scheduled approvals and consents have been obtained).

(m) Assets Insured. The property and assets of the Subject Entities are insured with insurers, in amounts, for risks and otherwise on terms which are reasonable in relation to such property and assets against loss or damage and there has been no default or failure by the party or parties insured under the provisions of such policies of insurance maintained which would prevent the recovery by the party or parties insured thereunder of the full amount of any material insured loss. The named insured under all insurance policies maintained by each Subject Entity are not in default under any of the material provisions contained in any such insurance policies. The property and assets of the Subject Entities, on an individual or aggregate basis, are insured with insurers having an AM Best rating of “A-” or better or the equivalent.

(n) Capital of Pledged Subject Entities. As at the date hereof, and hereafter, except as such information may change as a result of a transaction permitted hereby and reported to the Administrative Agent in accordance with Section 11.1(b), the Perfection Certificates set out (A) the authorized and issued capital of each Pledged Subject Entity, all of which issued Shares have been issued and are outstanding as fully paid and non-assessable and (B) the owner of record of all such issued Shares. In each case other than as held by or issued to an Obligor (provided written notice of such has been provided by the Borrower to the Administrative Agent), there are no outstanding warrants, options or other agreements which require or may require the issuance of any Shares of any Pledged Subject Entity or the issuance of any debt or securities convertible into Shares of any Pledged Subject Entity, there are no outstanding debt or securities convertible into Shares of any Pledged Subject Entity and there are no Shares of any Pledged Subject Entity allotted for issuance. There is no shareholder agreement with respect to any Subject Entity other than the Borrower Shareholders Agreements.

(o) Corporate Structure. Part 1 of Schedule G accurately sets out, as at the date hereof and immediately prior to giving effect to the Lionbridge Transaction, the corporate structure of the Subject Entities and evidences intercorporate Share ownership. Part 2 of Schedule G accurately sets out, as at the date hereof and immediately after giving effect to the Lionbridge Transaction, the corporate structure of the Subject Entities and evidences intercorporate Share ownership.

(p) Real Property and Leases. Other than Voxpro Limited, no Subject Entity owns any real property as at the date hereof. The Perfection Certificates contain a complete and accurate list, as at the date hereof, of all leases of real property and any amendments or additions thereto to which each Subject Entity is a party, by which it is bound, or in respect of which it is entitled to benefit. The Borrower has delivered or made available to the Administrative Agent true and complete copies of each of such leases which the Administrative Agent has requested and all documents to which each Subject Entity is a party affecting the rights or obligations of such Subject Entity thereunder including, without limitation, any non-disturbance and recognition agreements, subordination agreements, attachment agreements and agreements regarding the term or rental of any of such leases. No Subject Entity is in default of its material obligations under any such lease nor has it delivered or received any notice of default thereunder (except as may have been promptly disclosed to the Administrative Agent).

(q) Intellectual Property. Each Subject Entity owns or is licensed or otherwise has the right to use all Intellectual Property that is used in the operation of its businesses without, to the knowledge of the Borrower, conflict with the rights of any other Person (other than any Intellectual Property the absence of which or any such conflict with respect to which would not have a Material Adverse Effect). No Subject Entity has received any written notice of any claim of infringement or similar claim or proceeding relating to any of the Intellectual Property which if determined against such Subject Entity, as the case may be,

could reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, no present or former employee of a Subject Entity or any other Person owns, or has made any claim in writing, to own or have any interest, direct or indirect, in whole or in part, in any of the Intellectual Property of a Subject Entity that could reasonably be expected to have a Material Adverse Effect.

(r) Employment and Labour Agreements. Each Subject Entity is in material compliance with the terms and conditions of all collective bargaining agreements and other labour agreements.

(s) Liens. The Liens granted to the Administrative Agent pursuant to the Security Documents are fully perfected first priority Liens in and to the Secured Assets secured thereby, subject only to Permitted Liens.

(t) Material Contracts. Each of the Material Contracts to which a Subject Entity is a party is in full force and effect and is a legal, valid and binding obligation of each of the parties thereto (other than such Subject Entity), enforceable by such Subject Entity against each of such parties in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance and other similar laws of general application limiting the enforcement of creditors’ rights generally and the fact that the courts may deny the granting or enforcement of equitable remedies. No party to a Material Contract is in material breach of any of its obligations thereunder.

(u) [Intentionally deleted.]

(v) No Omissions. None of the representations and statements of fact set forth in this Section 10.1 omits to state any fact necessary to make any such representation or statement of fact not misleading in any material respect.

(w) ERISA. No Subject Entity or ERISA Affiliate sponsors or participates in a Plan (including a Multiemployer Plan). Furthermore, no Subject Entity or ERISA Affiliate sponsored or participated in a Plan (including a Multiemployer Plan) nor has any Subject Entity or ERISA Affiliate incurred any liability relating to a Plan (including a Multiemployer Plan).

(x) Regulation T, U or X. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any credit obtained hereunder shall be used for a purpose which violates, Regulation T, U or X of the F.R.S. Board. Terms for which meanings are provided in Regulation T, U or X of the F.R.S. Board or any regulations substituted therefor, as from time to time in effect, are used in this Section with such meanings.

(y) Sanctions Laws. None of the transactions contemplated by the Credit Documents violates any Sanctions. Furthermore, no Subject Entity is a

Sanctioned Person and, engages in any dealings or transactions, or is otherwise associated, with a Sanctioned Person. This clause (y) is not made by and does not apply to any Subject Entity which qualifies as a resident party domiciled in the Federal Republic of Germany (Inländer) within the meaning of section 2 paragraph 15 German Foreign Trade and Payments Act (Außenwirtschaftsgesetz) if and to the extent it would result in a violation of, a conflict with or any liability under, section 7 German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung), any provision of Council Regulation (EC) No 2271/96 or any other anti-boycott statute applicable to the relevant Subject Entity.

(z) Immaterial Subsidiaries. None of TELUS Communications (U.K.) Ltd., Progressive Pathway, SDN, BHD or TELUS Philippines, Inc. has assets or liabilities, in either case, exceeding Cdn.$4,000,000. TELUS International Korea Corp. has no assets or liabilities, in either case, exceeding Cdn.$6,000,000. No Immaterial Subsidiary (other than an Existing Immaterial Subsidiary) has assets or liabilities exceeding U.S.$1,500,000. No Existing Immaterial Subsidiary has revenues exceeding Cdn.$2,500,000 per year. No Immaterial Subsidiary (other than an Existing Immaterial Subsidiary) has revenues exceeding U.S.$1,500,000 per year.

(aa) Perfection Certificates. All information in each Perfection Certificate is hereby certified to be true and correct, in all material respects.

(bb) Anti-Corruption. The Borrower and its employees, directors, officers and any agent, in each case, acting on the Borrower’s behalf and instructions, has not corruptly paid, offered or promised to pay, or authorized payment of any monies or a thing of value, directly or indirectly, to any government official (including any Person which the Borrower knows is an employee of a government-owned or -controlled entity or of a public international organization, or any Person acting in an official capacity for or on behalf of any of the foregoing) or any political party or party official, for the purpose of obtaining or retaining business, or directing business to any Person, or obtaining any other improper advantage, in each case in violation of the Corruption of Foreign Public Officials Act (Canada), the U.S. Foreign Corrupt Practices Act or any other applicable anti-corruption law (collectively, “Anti-Corruption Laws”). To the knowledge of the Borrower, no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator with respect to any alleged breach of Anti-Corruption Laws by Borrower, is currently pending or threatened.

10.2 Survival of Representations and Warranties.

All of the representations and warranties of the Borrower contained in Section 10.1 shall survive the execution and delivery of this agreement and shall continue until the Secured Obligations Termination Date notwithstanding any investigation made at any time by or on behalf of the Administrative Agent or any of the Lenders.

ARTICLE 11
COVENANTS

11.1 Affirmative Covenants.

The Borrower hereby covenants and agrees with the Administrative Agent and the Lenders that, until the Secured Obligations Termination Date, and unless waived in writing in accordance with Section 14.14.

(a) Prompt Payment. The Borrower shall, and shall cause each other Obligor to, duly and punctually pay or cause to be duly and punctually paid to the Lenders, the Overdraft Lender, the Issuing Lender and the Administrative Agent all amounts payable by the Obligors under the Loan Documents at the times and places and in the currency and manner mentioned therein.

(b) Financial Reporting. The Borrower shall furnish the Administrative Agent with the following statements and reports (with, if requested by the Administrative Agent, sufficient copies for each Lender):

(i) within 120 days after the end of each Fiscal Year, a copy of the audited consolidated financial statements of the Borrower and the auditors’ report thereon and management discussion and analysis thereon;

(ii) within 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated financial statements of the Borrower with respect thereto and management discussion and analysis thereon;

(iii) within 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year and within 120 days after the end of each Fiscal Year, a duly executed and completed compliance certificate, in the form attached as Schedule B hereto, evidencing compliance with the terms of this agreement and, with respect only to compliance certificates delivered after the end of a Fiscal Year commencing with the Fiscal Year ending December 31, 2020, providing notification of any material change in the information certified in any Perfection Certificate. For certainty, any change in the information contained in any Perfection Certificate that could reasonably be expected to negatively impact the Security shall constitute a “material change” to such Perfection Certificate;

(iv) within 90 days after the end of each Fiscal Year, an annual budget for the following Fiscal Year;

(v) any information and documents that are within its possession, custody or control reasonably required by any Lender in order for that Lender to comply with any AML/CTF Laws; and

(vi) such additional financial or operating reports or statements as the Administrative Agent may, from time to time, reasonably require.

(c) Corporate Existence. Subject to the provisos in Section 11.3(c), the Borrower shall, and shall cause each other Subject Entity to, preserve and maintain its legal existence in good standing and shall, and shall cause each other Subject Entity to, qualify and remain duly qualified to carry on business and own property in each jurisdiction in which failure to maintain such qualification would have a Material Adverse Effect.

(d) Conduct of Business. The Borrower shall, and shall cause each other Subject Entity to, conduct its business in such a manner so as to comply in all respects with all Applicable Law (including, without limitation, ERISA, the USA Patriot Act, Environmental Laws, AML/CTF Laws and laws relating to the discharge, spill, disposal or emission of Hazardous Materials), so as to observe and perform in all respects all its obligations under leases, licences and agreements necessary for the proper conduct of its business, so as to keep its property and assets in good repair and working condition and so as to preserve and protect its property and assets and the earnings, income and profits therefrom except where failure to do so could not reasonably be expected to have a Material Adverse Effect. The Borrower shall, and shall cause each other Subject Entity to, perform in all material respects all obligations incidental to any trust imposed upon it by statute and shall, and shall cause each other Subject Entity to, ensure that any breaches of the said obligations and the consequences of any such breach shall be promptly remedied. The Borrower shall, and shall cause each other Subject Entity to, obtain and maintain all licenses, permits, government approvals, franchises, authorizations and other rights necessary for the operation of its business except where failure to do so could not reasonably be expected to have a Material Adverse Effect.

(e) Use of Proceeds. The Borrower shall apply all of the proceeds obtained under the RT 1 Facility (i) to refinance in its entirety the RT 1 Facility (for the purposes of this reference only, as defined in the Existing Credit Agreement) subject to Section 12.6, and (ii) otherwise to finance the general corporate purposes of the Borrower and its Subsidiaries (including Permitted Acquisitions) and working capital requirements. The Borrower shall apply all of the proceeds obtained under the RT 2 Facility (i) to refinance in its entirety the RT 2 Facility (for the purposes of this reference only, as defined in the Existing Credit Agreement) subject to Section 12.6, (ii) to partially finance the Lionbridge Transaction and to pay any fees and expenses related thereto and (iii) otherwise to finance the general corporate purposes of the Borrower and its Subsidiaries (including other Permitted Acquisitions) and working capital requirements. The Borrower shall apply all of the proceeds obtained under the NRT 1 Facility to (i) refinance in its entirety the NRT Facility (for the purposes of this reference only, as defined in the Existing Credit Agreement) subject to Section 12.6 and thereafter partially finance the Lionbridge Transaction and to pay any fees and expenses related thereto, and (ii) following the implementation of an Accordion Increase to the

Credit Limit of the NRT 1 Facility in accordance with Section 2.2, finance the general corporate purposes of the Borrower and its Subsidiaries (including Permitted Acquisitions) and working capital requirements. The Borrower shall apply all of the proceeds obtained under the NRT 2 Facility to partially finance the Lionbridge Transaction and to pay any fees and expenses related thereto and (iii) following the implementation of an Accordion Increase to the Credit Limit of the NRT 2 Facility in accordance with Section 2.2, finance the general corporate purposes of the Borrower and its Subsidiaries (including other Permitted Acquisitions) and working capital requirements. The Borrower shall not, directly or indirectly, use the proceeds of the RT Facilities (other than the proceeds from the initial drawdown under the RT 1 Facility (for the purposes of this reference only, as defined in the Existing Credit Agreement) pursuant to the Existing Credit Agreement) or the proceeds of a drawdown under the NRT Facilities (other than the proceeds from the initial drawdown pursuant to the Existing Credit Agreement under the NRT Facility (as such term is defined in the Existing Credit Agreement)) for the purpose of financing the Triple C Transaction. The Borrower shall not, directly or indirectly, use the proceeds of the Credit Facilities, or lend, contribute or otherwise make available such proceeds to any Person, (i) for the purpose of funding or facilitating any business of or with any Sanctioned Person or in any Restricted Country, nor in any other manner, in each case as will result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any Person (including any Person participating in the transactions contemplated hereby, whether as Lender or otherwise) or (ii) for the purpose of making any payments in violation of applicable Anti-Corruption Law.

(f) Debt Service Coverage Ratio. The Borrower shall maintain the Debt Service Coverage Ratio for each Fiscal Quarter at greater than or equal to 1.5 to 1.

(g) Total Net Debt/EBITDA Ratio. The Borrower shall maintain the Total Net Debt/EBITDA Ratio:

(i) at less than or equal to 4.75 to 1 as at the Closing Date, calculated for the Fiscal Quarter ended September 30, 2020 in accordance with Section 12.2(f)(vi);

(ii) at less than or equal to 5.25 to 1 for each Fiscal Quarter from and including the Fiscal Quarter ending December 31, 2020 to and including the Fiscal Quarter ending December 31, 2021;

(iii) at less than or equal to 4.50 to 1 for each Fiscal Quarter from and including the Fiscal Quarter ending March 31, 2022 to and including the Fiscal Quarter ending December 31, 2022; and

(iv) for each subsequent Fiscal Quarter, at less than or equal to 3.75 to 1.

Notwithstanding the foregoing, if one or more Permitted Acquisitions with an aggregate cash consideration (for certainty, net of any equity consideration) in excess of U.S.$60,000,000 (in this clause (g), the “Step-Up Threshold”) occur in any twelve month period, the maximum permitted Total Net Debt/EBITDA Ratio shall, at the option of the Borrower upon notice to the Administrative Agent (which such notice must be provided during the Fiscal Quarter in which the Step-Up Threshold was exceeded and the date of the Administrative Agent’s receipt of any such notice pursuant to this Section 11.1(g), the “Step-Up Notice Date”), for the Fiscal Quarter in which the Step-Up Threshold was exceeded and for each of the seven full Fiscal Quarters after such Fiscal Quarter be increased to 4.50 to 1 and shall return to 3.75 to 1 for the eighth full Fiscal Quarter following the Step Up Notice Date and for each subsequent Fiscal Quarter thereafter. For certainty, the Borrower may exercise this option, in accordance with the provisions of this Section 11.1(g), at any time the Step-Up Threshold is exceeded in a particular twelve month period with the determination of whether the Step-Up Threshold has been exceeded, at any time the maximum permitted Total Net Debt/EBITDA Ratio has been increased to 4.50 to 1 pursuant to the terms of this Section 11.1(g), being calculated from the date immediately following the most recently delivered Step-Up Notice Date at such time and exclusive of any Permitted Acquisition previously included for purposes of such calculation. For greater certainty, for purposes of determining pro forma compliance with this Section 11.1(g) in respect of any event occurring from and after the date on which the Step-Up Threshold was exceeded until the end of seventh full Fiscal Quarter following the Step-up Notice Date, including with respect to any Permitted Acquisition causing the Step-Up Threshold to be exceeded, the maximum permitted Total Net Debt/EBITDA Ratio shall be 4.50 to 1. For certainty, the acquisition by the Borrower of the Target should not be included in calculating the Step-Up Threshold.

(h) Insurance. The Borrower shall maintain, and shall cause each other Subject Entity to maintain (or ensure that the Parent maintains on behalf of the Subject Entities), on an individual or aggregate basis, with insurers having an AM Best rating of “A-” or better or the equivalent, property and commercial general liability insurance with respect to the properties and business of the Borrower and the other Subject Entities against loss, damage, risk or liability of the kinds customarily insured against by Persons carrying on a similar business. The Borrower shall cause the Administrative Agent to be included as a loss payee as its interest may appear on the property insurance policies insuring property and assets of the Obligors (on or prior to 90 days following the Funding Date, in the case of policies relating to the Target Entities). All premiums for such insurance shall be paid by the Borrower, the Parent or another Subject Entity (in the case of Spanish Obligors, subject to Spanish Legal Restrictions), as the case may be, when due, and certificates of insurance and, if requested following a claim relating to loss or damage to property in excess of $5,000,000, photocopies of the policies shall be delivered to the Administrative Agent. The Borrower shall promptly notify the Administrative Agent of any loss, damage, or destruction to the Secured Assets, whether or not covered by insurance, in excess of U.S.$5,000,000. In the absence of any Default, the Borrower shall have the right

to determine, whether and to what extent any insurance proceeds shall be used for repair or replacement. If, however, any Default shall be continuing, the Majority Lenders may determine, in their sole discretion, whether any such proceeds shall be used for repair or replacement. For certainty, any insurance proceeds arising from the relevant Secured Assets on or after the Enforcement Date shall be applied in accordance with Section 14.22 of the Credit Agreement (in the case of insurance proceeds attributable to a Spanish Obligor, such application shall be subject to Spanish Legal Restrictions).

(i) Taxes. The Borrower shall, and shall cause each other Subject Entity to, pay all material Taxes, as and when the same become due and payable (save and except when and so long as the validity of any such Taxes is being contested in good faith by appropriate proceedings and adequate reserves shall have been set aside in the books of the Borrower or such other Subject Entity, as the case may be), and the Borrower shall, and shall cause each other Subject Entity to, deliver to the Administrative Agent, when requested, written evidence of such payments.

(j) Reimbursement of Expenses. The Borrower shall reimburse the Administrative Agent and the Lenders, on demand, for all reasonable costs, charges and expenses incurred by or on its behalf (including, without limitation, travel costs, syndication expenses, due diligence expenses, out-of-pocket expenses and the reasonable fees and out-of-pocket disbursements of legal counsel and other consultants, provided that the reimbursement for fees and disbursements of legal counsel shall be limited to one legal counsel of the Administrative Agent and the Lenders in Canada and one legal counsel in each other foreign jurisdiction) in connection with:

(i) any review of the insurance policies of the Subject Entities;

(ii) any review, inspection or appraisal (at intervals of no more than one time in any calendar year unless an Event of Default has occurred and is continuing) of any security to be granted pursuant to the Security Documents;

(iii) the development, negotiation, preparation, execution, delivery, interpretation and enforcement of the Loan Documents and all other documentation ancillary to the completion of the transactions contemplated hereby (including, without limitation, the term sheet related to this agreement) and the development, negotiation, preparation, execution, delivery, interpretation and enforcement of any amendments hereto or thereto and any waivers of any provisions hereof or thereof (whether or not consummated or entered into); and

(iv) any lien search fees, recording and filing fees and stamp taxes and duties relating to the transactions contemplated hereby.

(k) Notices.

The Borrower shall promptly notify the Administrative Agent:

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(i) of the occurrence of any Default or Event of Default and the action which the Borrower proposes to take or has taken with respect thereto;

(ii) of any matter including (A) breach or non-performance of, or any default under, a contractual obligation of any Subject Entity; (B) any dispute, litigation, investigation, proceeding or suspension of or before any Official Body affecting a Subject Entity; or (C) the commencement of, or any material development in, any litigation or proceeding affecting a Subject Entity, in each case, which has resulted or is reasonably likely to result in a Material Adverse Effect;

(iii) of the issuance of any new equity of a Pledged Subject Entity.

Each notice under this Section shall be accompanied by a written statement by a senior officer of the Borrower setting forth details of the occurrence referred to therein, and stating what action the Borrower proposes to take with respect thereto and at what time. Each notice under clause (i) above shall describe with particularity any and all clauses or provisions of this agreement or other Loan Document that have been (or foreseeably will be) breached or violated.

(l) Inspection of Assets and Operations. The Borrower shall, and shall cause each other Subject Entity to, permit representatives of the Administrative Agent to inspect its property and assets and, for that purpose, to enter on any Property where any of such property or assets may be situated during reasonable business hours and upon reasonable notice; provided, however, if a Default has occurred and is continuing, the foregoing limitation with respect to reasonable business hours and reasonable notice shall not apply.

(m) Books and Records. The Borrower shall, and shall cause each other Subject Entity to, keep proper books of account and records covering all its business and affairs on a current basis, make full, true and correct entries of its transactions in such books, set aside on its books from its earnings all such proper reserves as required by generally accepted accounting principles and permit representatives of the Administrative Agent to inspect such books of account, records and documents during reasonable business hours and upon reasonable notice and to discuss the affairs, finances and accounts of the Borrower or each other Subject Entity with the officers of the Borrower or such other Subject Entity during reasonable business hours and upon reasonable notice; provided, however, if a Default has occurred and is continuing, the foregoing limitation with respect to reasonable business hours and reasonable notice shall not apply. The Borrower shall, and shall cause each other Subject Entity to, at any time that a Default has occurred and is continuing, permit representatives of the Administrative Agent to make copies of all of the aforesaid records, books of account and documents and to discuss the affairs, finances and accounts of the Borrower or each other Subject Entity with their auditors.

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(n) Change in Perfection Certificates. If any of the information contained in any Perfection Certificate shall change, the Borrower shall notify the Administrative Agent in writing of the details of such change at the time of the next delivery by the Borrower to the Administrative Agent of a compliance certificate pursuant to Section 11.1(b)(iii) and such Perfection Certificate shall thereupon be deemed to be amended accordingly.

(o) Change of Name or Jurisdiction of Incorporation. If any Obligor changes its corporate name, adopts a French form of name or changes its jurisdiction of incorporation or, if applicable, the jurisdiction of its location for the purposes of Section 7(4) of the Personal Property Security Act (Ontario) (or the equivalent provision in any other PPSA, as applicable), the Borrower shall promptly notify the Administrative Agent in writing of the details of such change or adoption.

(p) Environmental Compliance. The Borrower shall, and shall cause each other Subject Entity to:

(i) use and operate all of its facilities and properties in compliance with all Environmental Laws applicable to such facilities and properties, keep all permits, approvals, certificates, licenses and other authorizations relating to environmental matters and necessary for the operation of its business in effect and remain in material compliance therewith, and handle all Hazardous Materials in material compliance with all applicable Environmental Laws, except in each case where failure to do so could not reasonably be expected to have a Material Adverse Effect;

(ii) promptly notify the Administrative Agent and provide copies upon receipt of all adverse written claims, complaints, notices or inquiries relating to the condition of its facilities and properties or compliance with Environmental Laws which could reasonably be expected to have a Material Adverse Effect, and shall take commercially reasonable efforts to promptly cure, have dismissed or otherwise resolved to the satisfaction of the Lenders any actions and proceedings relating to any such compliance with Environmental Laws, except for those being diligently contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles shall have been set aside on its books; and

(iii) provide such information and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with the foregoing.

(q) ERISA. The Borrower shall, and shall cause each other Subject Entity to, deliver to the Administrative Agent, promptly and in any event within ten Banking Days after the relevant Subject Entity becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that any Subject Entity or an ERISA Affiliate proposes to take with respect thereto:

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(i) any obligation with respect to a Plan (including a Multiemployer Plan); or

(ii) receipt of notice of the imposition of a financial penalty (which for this purpose shall mean any Tax, whether by way of indemnity; or otherwise) with respect to one or more Non-U.S. Plans or any employee benefit Plan (as defined in Section 3(3) of ERISA), subject to Title I of ERISA and which would have a Material Adverse Effect.

(r) Intellectual Property.

(i) The Borrower shall promptly notify the Administrative Agent if it knows or has reason to know that any item of Intellectual Property that is material to the business of any Subject Entity may become, in the case of Intellectual Property owned by such Subject Entity (A) abandoned or dedicated to the public or placed in the public domain other than in the ordinary course of business, or (B) invalid or unenforceable, or (C) subject to any adverse determination or development regarding such Subject Entity’s ownership, registration or use or the validity or enforceability of such item of Intellectual Property (including the institution of, or any adverse development with respect to, any action or proceeding in the Canadian Intellectual Property Office, any foreign counterpart of the foregoing, or any court), or (D) the subject of any reversion or termination rights.

(ii) In the event that any Intellectual Property that is material to the business of any Subject Entity and that is owned by or exclusively licensed to any Subject Entity is infringed, misappropriated, diluted or otherwise violated by a third party, the Borrower shall, and shall cause the other Subject Entities to, promptly take all commercially reasonable actions to stop such infringement, misappropriation, dilution or other violation and protect its rights in such Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages.

(iii) The Borrower shall take all commercially reasonable steps necessary to protect (A) the Intellectual Property material to the business of any Subject Entity, and (B) the secrecy of all Trade Secrets material to the business of any Subject Entity, including, without limitation, entering into confidentiality agreements with employees and consultants and labeling and restricting access to secret information and documents.

(s) Security. The Secured Obligations of the Obligors shall at all times be collaterally secured by the Security.

(t) Intercompany Indebtedness. The Borrower shall cause all Indebtedness owing by any Obligor to any Non-Guaranteeing Subsidiary to be subordinated and postponed, pursuant to a Postponement and Subordination Undertaking, to the Secured Obligations of such Obligor for so long as a Default has occurred and is continuing.

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(u) Keepwell. Each Qualified ECP Obligor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Obligor to honor all of its obligations under this agreement in respect of CEA Swap Obligations (provided, that, anything in this agreement to the contrary notwithstanding, each Qualified ECP Obligor shall only be liable under this section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this section, or otherwise under this section, voidable under applicable law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this section shall remain in full force and effect until the termination of the Credit Facilities pursuant to Section 2.6 of this agreement. Each Qualified ECP Obligor intends that this section constitute, and this section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

(v) Post-Closing Matters. The Borrower shall cause to be delivered to the Administrative Agent, (x) on or prior to February 19, 2021, the deliverables set forth in Schedule R, all in form and substance satisfactory to the Administrative Agent and (y) on or prior to 90 days following the Funding Date, the Guarantees described in Part 1 of Schedule H at items (xxxviii) to (xli), inclusively, the Security Documents described in Part 2 of Schedule H at items (xcviii) to (cii), inclusively, as well as a Perfection Certificate with respect to each Target Entity that is not an Immaterial Subsidiary, all in form and substance satisfactory to the Administrative Agent, together with such registrations, resolutions, certificates and opinions as the Administrative Agent may reasonably request.

11.2 Performance of Covenants by Administrative Agent.

The Administrative Agent may, on the instructions of the Majority Lenders and upon notice by the Administrative Agent to the Borrower, perform any covenant of the Borrower under this agreement which the Borrower fails to perform or cause to be performed and which the Administrative Agent is capable of performing, including any covenants the performance of which requires the payment of money, provided that the Administrative Agent shall not be obligated to perform any such covenant on behalf of the Borrower (unless so instructed by the Majority Lenders) and no such performance by the Administrative Agent shall require the Administrative Agent to further perform the Borrower’s covenants or shall operate as a derogation of the rights and remedies of the Administrative Agent or the Lenders under this agreement or as a waiver of such covenant by the Administrative Agent or the Lenders. Any amounts paid by the Administrative Agent as aforesaid shall be reimbursed by the Lenders in their Pro Rata Shares and shall be repaid by the Borrower to the Administrative Agent on behalf of the Lenders on demand.

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11.3 Restrictive Covenants.

(a) Liens. The Borrower shall not, and shall not suffer or permit any other Subject Entity to, enter into or grant, create, assume or suffer to exist any Lien affecting any of their respective property or assets other than Permitted Liens.

(b) Indebtedness. The Borrower shall not, and shall not suffer or permit any other Subject Entity to, incur, assume or otherwise permit any Indebtedness other than Permitted Indebtedness.

(c) Corporate Existence. The Borrower shall not, and shall not suffer or permit any other Subject Entity to, take part in any transaction to merge, consolidate or amalgamate with or wind-up into another Person to form a successor Person (in this Section 11.3(c), a “Successor Person”) or change its corporate form or continue its corporate existence under the laws of another jurisdiction (in this Section 11.3(c), a “Continuance”) unless:

(i) such transaction is a Permitted Acquisition;

(ii) such transaction is between an Obligor and another Subject Entity (other than an Obligor) and (w) notice of such transaction (and reasonable details thereof) has been provided by the Borrower to the Administrative Agent ten Banking Days before the proposed implementation date of such transaction, (x) at the time of the delivery of the aforesaid notice by the Borrower to the Administrative Agent, the Borrower delivers to the Administrative Agent a certificate certifying that the implementation of such transaction will not have a Material Adverse Effect, (y) the Borrower delivers or causes to be delivered to the Administrative Agent, contemporaneously with the completion of such transaction, all certificates, opinions, confirmations and other agreements as the Administrative Agent may reasonably request to preserve and confirm the validity of the Security and to ensure that the Successor Person will have assumed by operation of law or otherwise all of the covenants and obligations of such Obligors under the Loan Documents to which it is a party and (z) no Default or Event of Default has occurred and is continuing at the time of such proposed transaction and no Default or Event of Default would arise immediately thereafter; or

(iii) such transaction is solely between two or more Obligors and (w) notice of such transaction (and reasonable details thereof) has been provided by the Borrower to the Administrative Agent ten Banking Days before the proposed implementation date of such transaction, (x) at the time of the delivery of the aforesaid notice by the Borrower to the Administrative Agent, the Borrower delivers to the Administrative Agent a certificate

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certifying that the implementation of such transaction will not have a Material Adverse Effect, (y) the Borrower delivers or causes to be delivered to the Administrative Agent, contemporaneously with the completion of such transaction, all certificates, opinions, confirmations and other agreements as the Administrative Agent may reasonably request to preserve and confirm the validity of the Security and to ensure that the Successor Person will have assumed by operation of law or otherwise all of the covenants and obligations of such Obligors under the Loan Documents to which it is a party and (z) no Default or Event of Default has occurred and is continuing at the time of such proposed transaction and no Default or Event of Default would arise immediately thereafter; or

(iv) such transaction is solely between two or more Subject Entities that are not Obligors and (w) notice of such transaction (and reasonable details thereof) has been provided by the Borrower to the Administrative Agent ten Banking Days before the proposed implementation date of such transaction, (x) at the time of the delivery of the aforesaid notice by the Borrower to the Administrative Agent, the Borrower delivers to the Administrative Agent a certificate certifying that the implementation of such transaction will not have a Material Adverse Effect and (y) no Default or Event of Default has occurred and is continuing at the time of such proposed transaction and no Default or Event of Default would arise immediately thereafter; or

(v) [Intentionally deleted]; or

(vi) in the case of a Continuance by a Subject Entity, (w) notice of such Continuance (and reasonable details thereof) has been provided by the Borrower to the Administrative Agent ten Banking Days before the proposed implementation date of such Continuance, (x) at the time of the delivery of the aforesaid notice by the Borrower to the Administrative Agent, the Borrower delivers to the Administrative Agent a certificate certifying that the implementation of such Continuance will not have a Material Adverse Effect, (y) if such Subject Entity is an Obligor, the Borrower delivers or causes to be delivered to the Administrative Agent, contemporaneously with the completion of such Continuance, all certificates, opinions, confirmations and other agreements as the Administrative Agent may reasonably request to preserve and confirm the validity of the Security and (z) no Default or Event of Default has occurred and is continuing at the time of such proposed transaction and no Default or Event of Default would arise immediately thereafter.

Upon compliance by the Borrower with the provisions in this Section 11.3(c) with respect to any such transaction or Continuance, the Borrower shall deliver a revised Schedule G reflecting such transaction or Continuance and, upon receipt thereof, Schedule G hereof shall be deemed to be amended accordingly.

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(d) Change in Business. The Borrower shall not, and shall not suffer or permit any Subject Entity to, discontinue its business or any material part thereof or change in any material manner the nature of its business.

(e) Capital of Pledged Subject Entities. The Borrower shall not suffer or permit any Pledged Subject Entity to issue any Shares unless such Shares are issued to an Obligor and such Shares constitute Secured Assets over and in respect of which Security has been taken by the Administrative Agent.

(f) Material Contracts and Borrower Shareholders Agreements.

(i) The Borrower shall not, and shall not suffer or permit any other Subject Entity to, enter into any amendment, modification or replacement of, or grant any waiver or consent under, any Material Contract to which it is a party which amendment, modification, replacement, waiver or consent would constitute, as concerns the relevant Subject Entity, a material adverse change to such Material Contract; provided, however, that any Subject Entity may amend, amend and restate, modify or replace any Material Contract to which it is a party on or after, or in connection with, the completion of an initial public offering of the common Equity Interests of the Borrower, provided such amendment, amendment and restatement, modification or replacement would not reasonably be expected to be materially adverse to the Lenders.

(ii) The Borrower shall not enter into any amendment, modification or replacement of, or grant any waiver or consent under, any Borrower Shareholders Agreement to which it is a party which amendment, modification, replacement, waiver or consent would constitute, as concerns the Borrower, a material adverse change to such Borrower Shareholders Agreement; provided, however, that the Borrower may amend, amend and restate, modify, replace or terminate any of the Borrower Shareholders Agreement on or after, or in connection with, the completion of an initial public offering of the common Equity Interests of the Borrower, provided such amendment, amendment and restatement, modification, replacement or termination would not reasonably be expected to be materially adverse to the Lenders.

(iii) The Borrower shall not, and shall not suffer or permit any other Subject Entity to, terminate any Material Contract to which it is a party, except in connection with a replacement of such Material Contract permitted by Section 11.3(f)(i).

(iv) The Borrower shall forthwith provide the Administrative Agent a copy of any amendment, modification, replacement, waiver or consent with respect to any Material Contract or Borrower Shareholders Agreement.

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(g) Acquisitions. The Borrower shall not, and shall not suffer or permit any Subject Entity to make any Acquisitions other than Permitted Acquisitions and, for greater certainty, Acquisitions permitted by Section 11.3(o)(iv).

(h) Investments. The Borrower shall not, and shall not permit any Subject Entity to, make any Investments other than Permitted Investments.

(i) Deposit and Investment Accounts. The Borrower shall not, and shall not suffer or permit any other Obligor (other than TELUS International Philippines, Inc.) to, maintain any bank accounts with any Person other than a Lender or an affiliate of a Lender, except (x) bank accounts subject to the Security or which will be subject to the Security in accordance with Section 11.1(v) (and to the extent necessary to be so subject to the Security, subject to a deposit account control agreement in favour of the Administrative Agent) and (y) any Excluded Account.

(j) Fiscal Year. No Subject Entity shall change its Fiscal Year end provided a Subject Entity (other than the Borrower) may enter into or consummate any transaction otherwise permitted under this agreement which results in the occurrence of a Fiscal Year end for tax or accounting purposes.

(k) Hedging Obligations. The Borrower shall not, and shall not suffer or permit any other Subject Entity to, incur any Hedging Obligations other than pursuant to a Capital Market Agreement or the CCC Secured Non-Lender Hedge Arrangements. The Borrower shall not, and shall not suffer or permit any other Subject Entity to, incur any Hedging Obligations for speculative purposes.

(l) Subsidiaries. The Borrower shall not, and shall not suffer or permit any other Subject Entity to, have any Subsidiaries (other than an Immaterial Subsidiary, a Non-Guaranteeing Subsidiary and TELUS International Philippines, Inc.) unless (x) the Borrower is required to cause such Subsidiary to deliver the Guarantees and Security Documents described in Section 11.1(v) or (y) in the case of a newly formed or newly acquired Subsidiary, such Subsidiary has become a Guarantor within 30 days of being formed or acquired, in either case, as a result of the delivery to the Administrative Agent, in form and substance satisfactory to the Administrative Agent:

(i) a Guarantee of such Subsidiary;

(ii) a certificate of a senior officer of such Subsidiary certifying the jurisdiction of incorporation of such Subsidiary, a description of each type of property or assets, whether tangible or intangible, of such Subsidiary, the location of its tangible property and assets and the location of each place of business, the chief executive office and the registered office or head office of such Subsidiary;

(iii) security documents of such Subsidiary granting to the Administrative Agent a security interest in all of such Subsidiary’s property, assets and undertaking, such security documents to be substantially in the form of the

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Security Documents and, for greater certainty, in accordance with the Agreed Security Principles;

(iv) such security documents or confirmations as may be required to pledge such Subsidiary’s Equity Interests to the Administrative Agent in accordance with the Agreed Security Principles;

(v) a certificate of status or good standing, compliance or the equivalent with respect to such Subsidiary and issued by the jurisdiction of incorporation or other formation of such Subsidiary (where available);

(vi) certified copies of the charter or constating documents and by-laws of such Subsidiary (or equivalent documentation), of the resolutions of the board of directors of such Subsidiary (or equivalent documentation) approving the Guarantee and Security Documents and of all documents evidencing other necessary corporate or equivalent action of such Subsidiary and government approvals, if any, with respect to the Guarantee and Security Documents;

(vii) a certificate of a senior officer of such Subsidiary certifying the names and true signatures of its officers authorized to sign the Guarantee and Security Documents to be delivered by it hereunder;

(viii) to the extent the Equity Interests of such Subsidiary are certificated, certificates representing all of the issued and outstanding Equity Interests of such Subsidiary, duly endorsed in blank or with powers of attorney with respect thereto, and any consents which may be required to permit the pledge thereof to the Administrative Agent pursuant to the relevant Security Documents and any subsequent disposition thereof by the Administrative Agent in realizing on the Security constituted therein;

(ix) a favourable opinion of such Subsidiary’s counsel or the Administrative Agent’s counsel, as the case may be, as to such matters as the Administrative Agent may reasonably request;

(x) all documents and other evidence reasonably requested by the Lenders in order for them to identify such Subsidiary and to carry out all necessary checks to comply with AML/CTF Laws, delivered sufficiently in advance for each Lender to complete such identification; and

(xi) such other certificates, registrations, documentation and amendments as the Administrative Agent may reasonably request.

(m) Transactions with Affiliates. The Borrower shall not, and shall not suffer or permit any other Subject Entity to, enter into any transaction including, without limitation, any management or consulting agreement, with any affiliate thereof (other than an Obligor) except on arm’s length terms, other than as set out in Schedule I;

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(n) Distributions. The Borrower shall not make any Distributions except provided that no Default has occurred and is continuing at the time of the proposed Distribution:

(i) Distributions to its shareholders as of the time immediately prior to the completion of an initial public offering of the common Equity Interests of the Borrower using the proceeds of such initial public offering; and

(ii) (A) if the Total Net Debt/EBITDA Ratio is less than or equal to 2.75 to 1 based on the compliance certificate most recently delivered by the Borrower to the Administrative Agent pursuant to Section 11.1(b)(iii), the Borrower may make Distributions in an aggregate amount not exceeding 100% of Free Cash Flow for such Fiscal Quarter; and

(B) if the Total Net Debt/EBITDA Ratio for a particular Fiscal Quarter is greater than 2.75 to 1, but less than or equal to 3.25 to 1 based on the compliance certificate most recently delivered by the Borrower to the Administrative Agent pursuant to Section 11.1(b)(iii), the Borrower may make Distributions in an aggregate amount not exceeding 50% of Free Cash Flow for such Fiscal Quarter.

Any Distribution permitted by Section 11.3(n)(i) shall be made in its entirety within 10 Banking Days of the delivery to the Administrative Agent of the applicable compliance certificate pursuant to Section 11.1(b)(iii).

(o) Disposition of Assets. The Borrower shall not, and shall not suffer or permit any other Subject Entity to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any of their respective property or assets or enter into any agreement to do any of the foregoing except:

(i) dispositions of inventory, or used, worn-out or surplus property, all in the ordinary course of business;

(ii) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of other equipment;

(iii) the sale of equipment that is obsolete or no longer useful for the purposes of carrying on the business of the Subject Entity;

(iv) dispositions from a Subject Entity to an Obligor (and, for certainty, the related Acquisitions by such Obligor is permitted); or

(v) other dispositions of assets provided that:

(A) the Net Proceeds thereof shall not exceed U.S.$60,000,000 in any Fiscal Year;

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(B) the consideration received reflects the fair market value of the property sold; and

(C) no Default exists at the time of such disposition or would arise immediately thereafter as a result of such disposition.

Notwithstanding the foregoing, the Borrower shall not, and shall not suffer any other Subject Entity to, effect any securitization of receivables.

(p) Restrictive Agreements. The Borrower shall not, and shall not suffer or permit any other Subject Entity to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Subject Entity, (i) to pay dividends or make other distributions to any Obligor with respect to its Equity Interests, (ii) to pay any Indebtedness owed to any Obligor, (iii) to make or permit to exist loans or advances to any Obligor, (iv) to make any payments to the Lenders, or provide security or perform or observe any other covenants and agreements applicable to such Subject Entity, as and when required hereunder, or (v) to sell transfer, lease or otherwise dispose of any of its properties or assets to any Obligor; provided that (x) the foregoing shall not apply to restrictions and conditions imposed by law or by this agreement, and (y) such Subject Entity may enter into such an agreement in connection with any Permitted Lien, so long as such prohibition or limitation is by its terms effective only against the property, assets or revenues subject to such Permitted Lien.

(q) Sale and Leaseback. The Borrower shall not, and will not allow any other Subject Entity to, enter into any arrangement with any Person providing for the leasing by any Subject Entity, in each case, as lessee, of property which has been or is to be sold or transferred by such Subject Entity to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or the lease obligation of such Subject Entity except to the extent that such arrangement constitutes Permitted Indebtedness.

(r) Immaterial Subsidiaries. The Borrower shall not suffer or permit: (i) any of TELUS Communications (U.K.) Ltd., Progressive Pathway, SDN, BHD or TELUS Philippines, Inc. to have assets or liabilities, in either case, at any time in excess of Cdn.$4,000,000, (ii) TELUS International Korea Corp. to have assets or liabilities, in either case, at any time in excess of Cdn.$6,000,000, (iii) any Existing Immaterial Subsidiary to have revenues that exceed Cdn.$2,500,000 per year, (iv) any Immaterial Subsidiary (other than an Existing Immaterial Subsidiary) to have assets or liabilities, in either case, at any time in excess of U.S.$1,500,000 or (v) any Immaterial Subsidiary (other than an Existing Immaterial Subsidiary) to have revenues that exceed U.S.$1,500,000 per year.

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11.4 Compliance

For purposes of determining compliance with the provisions of Article 11 and the definitions of “Permitted Acquisition,” “Permitted Indebtedness,” “Permitted Investments” and “Permitted Liens” with respect to any amount expressed in any currency, no Default or Event of Default shall occur or be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time compliance with any such provision is determined (so long as such Indebtedness, Lien, Distribution, disposition or Investment at the time incurred or made was permitted hereunder).

ARTICLE 12
CONDITIONS PRECEDENT TO OBTAINING CREDIT

12.1 Conditions Precedent to All Credit.

The obligation of the Lenders to extend credit under any Credit Facility is subject to fulfilment of the following conditions precedent at the time such credit is extended:

(a) no Default has occurred and is continuing or would arise immediately after giving effect to or as a result of such extension of credit;

(b) the Borrower shall have complied with the requirements of Article 4, Article 5 or Article 6, as the case may be, in respect of the relevant credit; and

(c) the representations and warranties of the Obligors contained in the Loan Documents shall be true and correct on the date such credit is made available as if such representations and warranties were made on such date except to the extent the same expressly relate to an earlier date.

12.2 Conditions Precedent to Effectiveness of Agreement and Initial Extension of Credit.

The effectiveness of this agreement and the obligation of the Lenders to extend credit under the NRT 1 Facility, the RT 1 Facility and, subject to Section 2.7, the RT 2 Facility for the first time on or after the Closing Date are subject to fulfilment or waiver of the following conditions precedent:

(a) the conditions precedent set forth in Section 12.1 have been fulfilled;

(b) the Loan Documents (other than the Perfection Certificates but including in respect of any Loan Documents delivered pursuant to the Original Credit Agreement and the Existing Credit Agreement, amendments, amendment and restatements or confirmations thereof) shall have been executed and delivered by the Obligors, except for the Guarantees described in Part 1 of Schedule H at items (xxxviii) to (xli), the Security Documents described in Part 2 of Schedule H at items (xcviii) to (cii) and the Security Documents described in Schedule R;

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(c) to the extent not previously delivered pursuant to the Existing Credit Agreement, a Postponement and Subordination Undertaking shall have been executed and delivered to the Administrative Agent by each Non-Guaranteeing Subsidiary to whom an Obligor is indebted;

(d) there shall exist no pending or threatened litigation, legal proceedings or investigations which contest, enjoin or restrict the establishment or maintaining of the Credit Facilities;

(e) nothing shall have occurred (nor shall any Lender become aware of any material facts not previously known) since September 30, 2020 which the Lenders shall determine, acting reasonably, is reasonably likely to have a Material Adverse Effect;

(f) subject to Section 11.1(v), the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:

(i) a duly certified copy of the articles of incorporation and by-laws (or analogous organizational documents) of each Obligor and for each Obligor incorporated in Germany (“German Obligor”) a copy of an up-to-date (A) electronic excerpt of the commercial register (Handelsregisterausdruck), (B) if applicable articles of association (Gesellschaftsvertrag) and (C) list of shareholders (Gesellschafterliste);

(ii) if applicable, a duly certified resolution of the board of directors of each Obligor or, where applicable, of the shareholders of the relevant Obligor authorizing it to execute, deliver and perform its obligations under the Loan Documents to which such Obligor is a party and, in the case of any Pledged Subject Entity, authorizing the relevant pledge and any subsequent disposition thereof by the Administrative Agent in realizing on the security therein constituted by the relevant Security Documents;

(iii) a copy of a resolution signed by all the holders of the issued shares of each German Obligor and/or if applicable, a copy of a resolution of the supervisory board (Aufsichtsrat) and/or advisory board (Beirat) of such German Obligor approving the terms of, and the transactions contemplated by the Loan Documents;

(iv) a certificate of a senior officer of each Obligor setting forth specimen signatures of the individuals authorized to sign Loan Documents on behalf of such Obligor;

(v) a certificate of status or good standing (or equivalent) for each Obligor (where available), issued by the appropriate governmental body or agency of the jurisdiction in which such Obligor is incorporated or formed;

(vi) a compliance certificate evidencing, on a pro forma basis, the Total Net Debt/EBITDA Ratio for the Fiscal Quarter ended September 30, 2020 to be

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no more than 4.75 to 1, calculated on a pro forma basis, after giving effect to the initial extensions of credit under the Credit Facilities and the completion of the Lionbridge Transaction;

(vii) opinions of legal counsel to the Obligors or the Administrative Agent, as the case may be, with respect to, inter alia, the status and capacity of the Obligors, the due authorization, execution and delivery and the enforceability of the Loan Documents, and as to such other matters as the Majority Lenders may reasonably request, and otherwise in form and substance satisfactory to the Administrative Agent;

(viii) to the extent not previously delivered pursuant to the Existing Credit Agreement, certificates representing all of the issued and outstanding Shares which are Secured Assets (where certificated), in each case duly endorsed in blank or accompanied by either an executed stock transfer power of attorney or a security endorsement;

(ix) to the extent not previously delivered pursuant to the Existing Credit Agreement, any newly issued promissory notes evidencing intercompany debt owing to each Obligor, duly endorsed in blank or accompanied by an executed note transfer power of attorney;

(x) certificates of insurance and statements of coverage with respect to the insurance referred to in Section 11.1(h);

(xi) a Perfection Certificate signed by an officer of each Obligor;

(xii) to the extent not previously delivered pursuant to the Existing Credit Agreement, all documents and other evidence reasonably requested by the Lenders in order for them to identify the Obligors and to carry out all necessary checks to comply with AML/CTF Laws, delivered sufficiently in advance for each Lender to complete such identification;

(g) the Lenders shall be satisfied that all corporate, governmental and other material third party approvals, acknowledgements, directions and consents necessary in connection with the Credit Facilities, in form and substance satisfactory to the Lenders, acting reasonably, have been given and all Applicable Laws have been complied with, in each case, in all material respects in respect of all agreements and transactions referred to herein;

(h) subject to Section 11.1(v), all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, acknowledgements, undertakings and non-disturbance agreements contemplated herein, directions, negotiable documents of title, ownership certificates and other documents and instruments to the Administrative Agent shall have been made which, in the opinion of the Administrative Agent’s counsel, are desirable or required to make effective the Security created or

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intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority of the Security; and

(i) the Borrower shall have paid all fees which are then due and payable pursuant to the Loan Documents and shall have reimbursed the Administrative Agent and the Lenders for all reasonable costs, charges and expenses incurred by or on its behalf as provided in Section 11.1(j).

12.3 Conditions Precedent to Initial Extension of Credit under NRT 2 Facility and Entirety of RT 2 Credit Limit

The obligation of the Lenders to the initial extension of credit under the NRT 2 Facility and the extension of credit under the RT 2 Facility up to an amount equal to the RT 2 Credit Limit are subject to fulfillment or waiver of the following conditions precedent on or prior to January 29, 2021:

(a) the conditions precedent set forth in Sections 12.1 and 12.2 have been fulfilled;

(b) the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent:

(i) a certified copy of the Lionbridge Sale and Purchase Agreement; and

(ii) all documents and other evidence reasonably requested by the Lenders in order for them to identify the Target Entities and to carry out all necessary checks to comply with AML/CTF Laws, delivered sufficiently in advance for each Lender to complete such identification;

(c) all conditions precedent to the completion of the Lionbridge Transaction contained in the Lionbridge Sale and Purchase Agreement (other than payment of the purchase price owing thereunder) shall have been satisfied in accordance with the terms and conditions of the Lionbridge Sale and Purchase Agreement (without any amendment, modification or waiver of any of the provisions of the Lionbridge Sale and Purchase Agreement that are materially adverse to the interest of the Lenders unless such amendment, modification or waiver has been consented to expressly in writing by the Lenders) and all Applicable Law; and

(d) no Default or Event of Default has occurred and is continuing or would arise immediately after giving effect to the Lionbridge Transaction.

12.4 Transaction

Notwithstanding any other provision of this agreement to the contrary, the aggregate credit outstanding under the NRT 2 Facility and $250,000,000 of the credit outstanding under the RT 2 Facility, together with all accrued and unpaid interest thereon, all accrued and unpaid fees with respect thereto, shall be repaid in full by the Borrower to the Lenders on the fifth

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Banking Day following the Funding Date unless the following conditions have been satisfied on or before such date:

(a) all conditions precedent to the completion of the Lionbridge Transaction contained in the Lionbridge Sale and Purchase Agreement (including payment of the purchase price owing thereunder) shall have been satisfied in accordance with the terms and conditions of the Lionbridge Sale and Purchase Agreement and all Applicable Law; and

(b) the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, the share certificates representing all of the issued and outstanding shares of the Target duly executed in blank for transfer or attached to duly executed stock transfers and powers of attorney.

12.5 Waiver

The terms and conditions of Sections 12.1, 12.2, 12.3 and 12.4 are inserted for the sole benefit of the Administrative Agent and the Lenders, and the Lenders may waive such terms and conditions in accordance with Section 14.14, in whole or in part, with or without terms or conditions, without prejudicing their right to assert the terms and conditions of Sections 12.1, 12.2, 12.3 and 12.4 in whole or in part in respect of any subsequent extension of credit.

12.6 Existing Credit Outstanding under Existing Credit Agreement.

The parties hereto acknowledge that there are outstanding under the Credit Facilities (for the purposes of this sentence only, as defined in the Existing Credit Agreement) certain LIBOR Loans (for the purposes of this sentence only, as defined in the Existing Credit Agreement) and Bankers’ Acceptances (for the purposes of this sentence only, as defined in the Existing Credit Agreement) (collectively, the “Existing Advances”). The parties hereby agree that, contemporaneously with the fulfilment of the conditions precedent set forth in Section 12.2, the Existing Advances under each of the RT 1 Facility and the RT 2 Facility (as each term is defined in the Existing Credit Agreement) shall be deemed to be Loans and Bankers’ Acceptances under the RT 1 Facility and the RT 2 Facility, respectively. The Existing Advances under the NRT Facility (as defined in the Existing Credit Agreement) shall be deemed to be Loans and Bankers’ Acceptances under the NRT 1 Facility.

ARTICLE 13
DEFAULT AND REMEDIES

13.1 Events of Default.

Upon the occurrence of any one or more of the following events, unless expressly waived in writing in accordance with Section 14.14:

(a) a breach of Section 9.1, 9.3, 9.7, 9.8 or 12.4;

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(b) the non-payment of any amount due hereunder or under any other Loan Document (other than the payment pursuant to Section 9.1, 9.3, 9.7, 9.8 or 12.4) within three Banking Days after the due date therefor;

(c) the commencement of proceedings for the dissolution, liquidation or winding-up of any of the Subject Entities (other than any Immaterial Subsidiary) or for the suspension of the operations of any of the Subject Entities (other than any Immaterial Subsidiary) except as permitted pursuant to the proviso in Section 11.3(c) (provided that, if such proceedings are commenced by another Person, such proceedings shall only constitute an Event of Default if (i) such proceedings are not being diligently defended or (ii) such proceedings have not been discharged, vacated or stayed within 30 days after commencement);

(d) any of the Subject Entities (other than any Immaterial Subsidiary) ceases to carry on its business or is adjudged or declared bankrupt or insolvent or admits in writing its inability to pay debts as they become due or makes an assignment for the general benefit of creditors, petitions or applies to any tribunal for the appointment of a receiver or trustee for it or for any part of its property (or such a receiver or trustee is appointed for it or any part of its property), or files a notice of intention to file a proposal, or commences (or any other Person commences) any proceedings relating to it under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction whether now or hereafter in effect (provided that, if such proceedings are commenced by another Person, such proceedings shall only constitute an Event of Default if (i) such proceedings are not being diligently defended or (ii) such proceedings have not been discharged, vacated or stayed within 30 days after commencement), or by any act indicates its consent to, approval of, or acquiescence in, any such proceeding for it or for any part of its property, or suffers the appointment of any receiver or trustee, sequestrator or other custodian for it or any such part of its property;

(e) any representation or warranty made or deemed made by any of the Subject Entities in any Loan Document or in any other document, agreement or instrument delivered pursuant hereto or thereto or referred to herein or therein proves to have been incorrect when made or furnished which has not been remedied within fifteen Banking Days after written notice to do so has been given by the Administrative Agent to the Borrower. Notwithstanding this clause (e), in the event that any representation and warranty contained herein or in any other Loan Document is incorrect when made as a result of a circumstance relating to the Lionbridge Transaction or any Target Entity that existed or occurred prior to the Funding Date, such incorrectness will not constitute an Event of Default for the period from the date hereof to and including 60 days following the Funding Date, provided that (x) the Borrower has notified the Administrative Agent in writing of the incorrectness of such representation or warranty, and provided reasonable details of the circumstances leading to such incorrectness, (y) such incorrectness could not reasonably be expected to have a Material Adverse Effect,

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and (z) no other Default or Event of Default has arisen in connection therewith or as a result thereof.

(f) the breach or failure of due observance or performance by the Borrower of Section 11.1(f), (g) or (v) any provision of Section 11.3 (other than Section 11.3(f)(iv));

(g) the breach or failure of due observance or performance by any of the Subject Entities of any covenant or provision of any of the Loan Documents, other than those heretofore or hereafter dealt with in this Section 13.1, or of any other document, agreement or instrument delivered pursuant hereto or thereto or referred to herein or therein which is not remedied within fifteen Banking Days after written notice to do so has been given by the Administrative Agent to the Borrower;

(h) a writ, execution, attachment or similar process is issued or levied against all or any portion of the property or assets of the Subject Entities in connection with any judgment against any of the Subject Entities in excess of U.S.$25,000,000 or the Canadian Dollar Equivalent thereof and such writ, execution, attachment or similar process is not released, bonded, satisfied, discharged, vacated or stayed within thirty days after its entry, commencement or levy;

(i) one or more encumbrances or lienors enforce their security or other remedies against any part of the property or assets of the Subject Entities having a fair market value in excess of U.S.$25,000,000 or the Canadian Dollar Equivalent thereof;

(j) any Subject Entity fails to make any payment in respect of any Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than U.S.$25,000,000 or the Canadian Dollar Equivalent thereof when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the relevant document on the date of such failure; or (ii) fails to perform or observe any condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness and the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) are able to cause such Indebtedness to be declared to be due and payable prior to its stated maturity or such Indebtedness which is a contingent obligation has become payable on notice;

(k) any one or more of the Security Documents is determined by a court of competent jurisdiction not to be valid and enforceable by the Administrative Agent or the Lenders, as the case may be, against the relevant Obligor, and any such document has not been replaced by a valid and enforceable document and equivalent in

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effect to such document, assuming such document had originally been valid and enforceable, in form and substance acceptable to the Administrative Agent, within thirty (30) days of such determination, provided, however, that such grace period shall only be provided if the relevant Obligor actively cooperates with the Administrative Agent to so replace such document;

(l) TELUS Corporation ceases to have the power to, directly or indirectly, (i) vote Shares that represent more than 50% of the total voting power represented by the voting securities of the Borrower; (ii) direct management, business or policies of the Borrower, whether through the ability to exercise voting power in accordance with the threshold set out in (i) or by contract the effect of which is substantially the same as the threshold set out in (i); and (iii) elect, or appoint, a majority of the directors of the Borrower;

(m) if: (i) Subject Entity or ERISA Affiliate fails to pay when due any material amounts required to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof, (ii) a notice of intent to terminate any Plan shall have been filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified any Subject Entity or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) any Subject Entity, including by reason of liability of any ERISA Affiliate, shall have incurred, or is reasonably expected to incur, any material liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (iv) any Subject Entity or any ERISA Affiliate withdraws from any Multiemployer Plan or fails to make any contribution or payment to any Multiemployer Plan which such Subject Entity or any ERISA Affiliate may be required to make under any agreement relating to such Multiemployer Plan, (v) any Subject Entity fails to administer or maintain a Non-U.S. Plan in compliance with the requirements of any and all applicable laws, statutes, rules, regulations or court orders or any Non-U.S. Plan is involuntarily terminated or wound up or, (vi) any Subject Entity becomes subject to the imposition of a financial penalty (which for this purpose shall mean any Tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect (as used in this Section 13.1(n), the terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to each such term in section 3 of ERISA);

(n) the termination of any Material Contract, except in connection with a replacement of such Material Contract permitted by Section 11.3(f)(i);

(o) the breach or failure of due observance by any Non-Guaranteeing Subsidiary of any of the covenants or provisions under any Postponement and Subordination Undertaking to which it is a party; or

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(p) the occurrence of a Material Adverse Change;

the Administrative Agent (with the approval and instructions of the Majority Lenders) may, by notice to the Borrower, terminate the Credit Facilities, declare all indebtedness of the Borrower to the Lenders pursuant to this agreement (including (i) the face amount of all Bankers’ Acceptances issued and outstanding hereunder and (ii) the then contingent liability of the Issuing Lender under all outstanding Letters) and all accrued and unpaid interest and fees hereunder to be immediately due and payable, whereupon the Credit Facilities shall terminate, all such indebtedness shall immediately become and be due and payable and the Administrative Agent may enforce or cause to be enforced the Security (provided, however, that the Credit Facilities shall terminate, all such indebtedness of the Borrower to the Lenders shall automatically become due and payable and the Security shall become immediately enforceable, without notice of any kind, upon the occurrence of an event described in clause (c) or (d) above). Upon the payment by the Borrower to the Issuing Lender of the then contingent liability of the Issuing Lender under all outstanding Letters issued by it, the Borrower shall have no further liability to the Issuing Lender with respect to such Letters. With respect to any Bankers’ Acceptances outstanding at the time all such indebtedness becomes immediately due and payable, the Borrower shall forthwith deposit with the Administrative Agent cash collateral in an amount equal to the aggregate face amount of the Bankers’ Acceptances, to be held on terms and conditions satisfactory to the Administrative Agent, and upon such deposit having been made the Borrower shall have no further liability to the Lenders with respect to such Bankers’ Acceptances.

13.2 Refund of Overpayments.

With respect to each Letter issued by the Issuing Lender for which the Issuing Lender has been paid all of its contingent liability pursuant to Section 9.1, 9.6, 9.7 or 13.1 and provided that all such amounts due by the Borrower to the Issuing Lender under Section 9.1, 9.6, 9.7 or 13.1 have been paid, the Issuing Lender agrees to pay to the Borrower, upon the earlier of:

(a) the date on which either the original counterpart of such Letter is returned to the Issuing Lender for cancellation or the Issuing Lender is released by the beneficiary thereof from any further obligations in respect of such Letter;

(b) the expiry of such Letter; and

(c) the Issuing Lender is permanently enjoined by a court of competent jurisdiction from honouring such Letter pursuant to a final Order;

an amount equal to any excess of the amount received by the Issuing Lender hereunder in respect of its contingent liability under such Letter over the total of amounts applied to reimburse the Issuing Lender for amounts paid by it under or in connection with such Letter (the Issuing Lender having the right to so appropriate such funds).

13.3 Remedies Cumulative.

The Borrower expressly agrees that the rights and remedies of the Administrative Agent and the Lenders under this agreement are cumulative and in addition to and not in substitution for any rights or remedies provided by law. Any single or partial exercise by the

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Administrative Agent or any of the Lenders of any right or remedy for a default or breach of any term, covenant or condition in this agreement does not waive, alter, affect or prejudice any other right or remedy to which the Administrative Agent or such Lender may be lawfully entitled for the same default or breach. Any waiver by the Administrative Agent with the approval of the Majority Lenders or all of the Lenders in accordance with Section 14.14 of the strict observance, performance or compliance with any term, covenant or condition of this agreement is not a waiver of any subsequent default and any indulgence by the Lenders with respect to any failure to strictly observe, perform or comply with any term, covenant or condition of this agreement is not a waiver of the entire term, covenant or condition or any subsequent default.

13.4 Set-Off.

In addition to any rights now or hereafter granted under Applicable Law, and not by way of limitation of any such rights, the Administrative Agent and each Lender is authorized, at any time that an Event of Default has occurred and is continuing and without notice to the Borrower or to any other Person, any such notice being expressly waived by the Borrower, to set-off, appropriate and apply any and all deposits, matured or unmatured, general or special, and any other indebtedness at any time held by or owing by the Administrative Agent or such Lender, as the case may be, to or for the credit of or the account of the Borrower against and on account of the obligations and liabilities of the Borrower which are due and payable to the Administrative Agent or such Lender, as the case may be, under this agreement.

ARTICLE 14
THE ADMINISTRATIVE AGENT

14.1 Appointment and Authorization of Administrative Agent.

Each Creditor hereby appoints and authorizes, and hereby agrees that it will require any assignee of any of its interests in the Loan Documents (other than the holder of a participation in its interests herein or therein) to appoint and authorize the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by such Creditor by the terms hereof (including holding the Guarantees and the Security for the benefit of the Creditors), together with such powers as are reasonably incidental thereto and each Creditor hereby relieves the Administrative Agent from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions of self-dealing and multiple representation applicable to it pursuant to any other law, in each case to the extent permitted by Applicable Law, provided that a Creditor that is barred by its constitutional documents or by-laws from granting such exemption shall notify the Administrative Agent accordingly. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall be liable to any of the Creditors for any action taken or omitted to be taken by it or them hereunder or thereunder or in connection herewith or therewith, except for its own gross negligence or wilful misconduct and each Creditor hereby acknowledges that the Administrative Agent shall be entitled to the benefit of the foregoing sentence on its own behalf and as agent and trustee for its directors, officers, employees and agents.

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14.2 Interest Holders.

The Administrative Agent may treat each Lender set forth in Schedule A hereto, as amended pursuant to Section 2.2 or Section 15.6, as the holder of all of the interests of such Lender under the Loan Documents.

14.3 Consultation with Counsel.

The Administrative Agent may consult with legal counsel selected by it as counsel for the Administrative Agent and the other Creditors and shall not be liable for any action taken or not taken or suffered by it in good faith and in accordance with the advice and opinion of such counsel.

14.4 Documents.

The Administrative Agent shall not be under any duty to the Creditors to examine, enquire into or pass upon the validity, effectiveness or genuineness of the Loan Documents or any instrument, document or communication furnished pursuant to or in connection with the Loan Documents and the Administrative Agent shall, as regards the Creditors, be entitled to assume that the same are valid, effective and genuine, have been signed or sent by the proper parties and are what they purport to be.

14.5 Administrative Agent as Creditor.

With respect to those portions of the Credit Facilities made available by it, the Administrative Agent shall have the same rights and powers under the Loan Documents as any other Creditor and may exercise the same as though it were not the Administrative Agent. The Administrative Agent and its affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower and its affiliates and Persons doing business with the Borrower and/or any of its affiliates as if it were not the Administrative Agent and without any obligation to account to the Creditors therefor.

14.6 Responsibility of Administrative Agent.

The duties and obligations of the Administrative Agent to the Creditors under the Loan Documents are only those expressly set forth herein. The Administrative Agent shall not have any duty to the Creditors to investigate whether a Default or an Event of Default has occurred. The Administrative Agent shall, as regards the Creditors, be entitled to assume that no Default or Event of Default has occurred and is continuing unless the Administrative Agent has actual knowledge or has been notified by the Borrower of such fact or has been notified by a Creditor that such Creditor considers that a Default or Event of Default has occurred and is continuing, such notification to specify in detail the nature thereof.

14.7 Action by Administrative Agent.

The Administrative Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it on behalf of the Creditors by and under this agreement; provided, however, that the Administrative Agent shall not

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exercise any rights under Section 13.1 or under the Guarantees or the Security Documents or expressed to be on behalf of or with the approval of the Majority Lenders without the request, consent or instructions of the Majority Lenders. For the avoidance of doubt, nothing in any Loan Document shall be construed so as to constitute an obligation of the Administrative Agent to provide any services which it would not be entitled to provide pursuant to the provisions of the German Act on Rendering Legal Services (Rechtsdienstleistungsgesetz) or pursuant to the provisions of the German Tax Advisory Act (Steuerberatungsgesetz) or any other services that require an express official approval, licence or registration, unless the Administrative Agent holds the required approval, licence or registration. Furthermore, any rights of the Administrative Agent expressed to be on behalf of or with the approval of the Majority Lenders shall be exercised by the Administrative Agent upon the request or instructions of the Majority Lenders. The Administrative Agent shall incur no liability to the Creditors under or in respect of any of the Loan Documents with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its gross negligence or wilful misconduct. The Administrative Agent shall in all cases be fully protected in acting or refraining from acting under any of the Loan Documents in accordance with the instructions of the Majority Lenders and any action taken or failure to act pursuant to such instructions shall be binding on all Creditors. In respect of any notice by or action taken by the Administrative Agent hereunder, the Borrower shall at no time be obliged to enquire as to the right or authority of the Administrative Agent to so notify or act.

14.8 Notice of Events of Default.

In the event that the Administrative Agent shall acquire actual knowledge or shall have been notified of any Default or Event of Default, the Administrative Agent shall promptly notify the Lenders and shall take such action and assert such rights under Section 13.1 of this agreement and under the other Loan Documents as the Majority Lenders shall request in writing and the Administrative Agent shall not be subject to any liability by reason of its acting pursuant to any such request. If the Majority Lenders shall fail for five Banking Days after receipt of the notice of any Default or Event of Default to request the Administrative Agent to take such action or to assert such rights under any of the Loan Documents in respect of such Default or Event of Default, the Administrative Agent may, but shall not be required to, and subject to subsequent specific instructions from the Majority Lenders, take such action or assert such rights (other than rights under Section 13.1 of this agreement or under the other Loan Documents and other than giving an express waiver of any Default or any Event of Default) as it deems in its discretion to be advisable for the protection of the Lenders except that, if the Majority Lenders have instructed the Administrative Agent not to take such action or assert such rights, in no event shall the Administrative Agent act contrary to such instructions unless required by law to do so.

14.9 Responsibility Disclaimed.

The Administrative Agent shall be under no liability or responsibility whatsoever as agent hereunder:

(a) to the Borrower or any other Person as a consequence of any failure or delay in the performance by, or any breach by, any Creditor or Creditors of any of its or their obligations under any of the Loan Documents;

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(b) to any Creditor or Creditors as a consequence of any failure or delay in performance by, or any breach by, the Borrower of any of its obligations under any of the Loan Documents; or

(c) to any Creditor or Creditors for any statements, representations or warranties in any of the Loan Documents or in any other documents contemplated hereby or thereby or in any other information provided pursuant to any of the Loan Documents or any other documents contemplated hereby or thereby or for the validity, effectiveness, enforceability or sufficiency of any of the Loan Documents or any other document contemplated hereby or thereby.

14.10 Indemnification.

The Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower) pro rata according to the Pro Rata Share of each of them from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of any of the Loan Documents or any other document contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under any of the Loan Documents or any document contemplated hereby or thereby, except that no Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of the Administrative Agent.

14.11 Credit Decision.

Each Lender represents and warrants to the Administrative Agent that:

(a) in making its decision to enter into this agreement and to make its Pro Rata Share of the Credit Facilities available to the Borrower, it is independently taking whatever steps it considers necessary to evaluate the financial condition and affairs of the Subject Entities and that it has made an independent credit judgment without reliance upon any information furnished by the Administrative Agent; and

(b) so long as any portion of the Credit Facilities is being utilized by the Borrower, it will continue to make its own independent evaluation of the financial condition and affairs of the Subject Entities.

14.12 Successor Administrative Agent.

(a) Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may, with the prior written consent of the Borrower, resign at any time by giving 30 days written notice thereof to the Lenders. Upon any such resignation, the Majority Lenders, with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), shall have the right to appoint a successor

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Administrative Agent who shall be one of the Lenders unless none of the Lenders wishes to accept such appointment. If no successor Administrative Agent shall have been so appointed and shall have accepted such appointment by the time of such resignation, then the retiring Administrative Agent may, on behalf of the Creditors and with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), appoint a successor Administrative Agent which shall be a bank organized under the laws of Canada which has combined capital and reserves in excess of Cdn.$250,000,000 and has an office in Toronto.

(b) Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent pursuant to Section 14.12(a), such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Administrative Agent (in its capacity as Administrative Agent but not in its capacity as a Creditor) and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (in its capacity as Administrative Agent but not in its capacity as a Creditor). After any retiring Administrative Agent’s resignation or removal hereunder as the Administrative Agent, provisions of this Article 14 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

14.13 Delegation by Administrative Agent.

With the prior approval of the Majority Lenders, the Administrative Agent shall have the right to delegate any of its duties or obligations hereunder as Administrative Agent to any affiliate of the Administrative Agent so long as the Administrative Agent shall not thereby be relieved of such duties or obligations.

14.14 Waivers and Amendments.

(a) Subject to Sections 14.14(b) and 14.14(c) and except as otherwise permitted pursuant to Section 2.2, any term, covenant or condition of any of the Loan Documents may only be amended with the prior consent of the Borrower and the Majority Lenders or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Majority Lenders and in any such event the failure to observe, perform or discharge any such covenant, condition or obligation, so amended or waived (whether such amendment is executed or such consent or waiver is given before or after such failure), shall not be construed as a breach of such covenant, condition or obligation or as a Default or Event of Default.

(b) Notwithstanding Section 14.14(a), without the prior written consent of each Lender, no such amendment or waiver shall directly:

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(i) increase the amount of any Credit Limit (other than pursuant to Section 2.2) or the amount of the Individual Commitment of any Lender with respect to any of the Credit Facilities;

(ii) extend the Maturity Date applicable to any of the Credit Facilities;

(iii) extend the time for the payment of interest on Loans, forgive any portion of principal thereof, reduce the stated rate of interest thereon or amend the requirement of pro rata application of all amounts received by the Administrative Agent in respect of any of the Credit Facilities;

(iv) change the percentage of the Lenders’ requirement to constitute the Majority Lenders or otherwise amend the definition of Majority Lenders, Creditors, Enforcement Date, Exposure, Secured Obligations, Secured Obligations Termination Date or any definition forming part thereof;

(v) increase the stated rate of interest on any Loan, Bankers’ Acceptance or Letter in excess of the Applicable Margin Increase (which cannot be greater than 50 basis points) in connection with any increase to either the RT 2 Credit Facility or any of the NRT Facilities pursuant to Section 2.2;

(vi) reduce the stated amount or postpone the date for payment of any fees or other amount to be paid pursuant to Article 7 or Article 8 of this agreement;

(vii) permit any subordination of any of the Secured Obligations;

(viii) permit the sale, assignment, lease, conveyance, transfer or other disposition of any of the Secured Assets (other than in accordance with the terms hereof);

(ix) release or discharge (or amend in a manner which would have that effect) any of the Security Documents, in whole or in part (other than a release or discharge of Security pursuant to Section 14.27) or any Guarantee; or

(x) alter the terms of this Section 14.14.

Notwithstanding any other provision hereof:

(A) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that none of the matters set forth in Section 14.14(b)(i), (ii) or (iii) may be effected without the consent of such Lender; and

(B) TELUS Corporation, in its capacity as a Lender, shall not have any right to approve or disapprove any amendment, waiver or consent hereunder other than any amendment or waiver which shall directly (i) increase the amount of the Individual Commitment of TELUS Corporation with respect to any of the Credit Facilities, (ii) amend the requirement of pro rata

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application of all amounts received by the Administrative Agent in respect of any of the Credit Facilities or (iii) alter the terms of this paragraph 14.14(b).

(c) No amendment to or waiver of any provision hereof to the extent it affects the rights or obligations of any of the Administrative Agent, the Overdraft Lender or the Issuing Lender shall be effective without the prior written consent of such party.

(d) Notwithstanding Sections 14.14(a) and (b), the Administrative Agent may, without the consent of the Lenders: (i) make amendments to the Loan Documents that are for the sole purpose of curing any immaterial or administrative ambiguity, defect or inconsistency, and (ii) make amendments to any Security Documents to cure any conflict or inconsistency between the terms of such Security Document and the terms of the Agreed Security Principles, but shall immediately notify the Lenders of such action taken under clauses (i) and (ii) hereof.

14.15 Determination by Administrative Agent Conclusive and Binding.

Any determination to be made by the Administrative Agent on behalf of or with the approval of the Lenders or the Majority Lenders under this agreement shall be made by the Administrative Agent in good faith and, if so made, shall be binding on all parties, absent manifest error.

14.16 Adjustments among Lenders after Acceleration.

(a) The Lenders agree that, at any time after all indebtedness of the Borrower to the Lenders pursuant hereto has become immediately due and payable pursuant to Section 13.1 or after the cancellation or termination of the Credit Facilities, they will at any time or from time to time upon the request of any Lender through the Administrative Agent purchase portions of the availments made available by the other Lenders which remain outstanding, and make any other adjustments which may be necessary or appropriate, in order that the amounts of the availments made available by the respective Lenders which remain outstanding, as adjusted pursuant to this Sections 14.16(a) and (b), will be in the same proportions as their respective Pro Rata Shares thereof with respect to each of the Credit Facilities immediately prior to such acceleration, cancellation or termination.

(b) The Lenders agree that, at any time after all indebtedness of the Borrower to the Lenders pursuant hereto has become immediately due and payable pursuant to Section 13.1 or after the cancellation or termination of the Credit Facilities, the amount of any repayment made by the Borrower under this agreement, and the amount of any Proceeds of Realization, which are to be applied against amounts owing hereunder as principal, will be so applied in a manner such that to the extent possible, the availments made available by the respective Lenders which remain outstanding, after giving effect to such application, will be in the same proportions as their respective Pro Rata Shares thereof with respect to each of the

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Credit Facilities immediately prior to such acceleration, cancellation or termination.

(c) For greater certainty, the Lenders acknowledge and agree that without limiting the generality of the provisions of Section 14.16(b), such provisions will have application if and whenever any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, compensation, or otherwise) on account of any monies owing or payable by the Borrower to it hereunder in excess of its pro rata share of payments on account of monies owing by the Borrower to all the Lenders hereunder.

(d) The Borrower agrees to be bound by and to do all things necessary or appropriate to give effect to any and all purchases and other adjustments made by and between the Lenders pursuant to this Section 14.16.

(e) This Section 14.16 is subject to the provisions of Section 14.22(c).

14.17 Redistribution of Payment.

If a Lender shall receive payment of a portion of the aggregate amount of principal and interest due to it under any of the Credit Facilities which is greater than the proportion received by any other Lender in respect of the aggregate amount of principal and interest due in respect of such Credit Facility (having regard to the respective Individual Commitments of the Lenders with respect to such Credit Facility), the Lender receiving such proportionately greater payment shall purchase a participation (which shall be deemed to have been done simultaneously with receipt of such payment) in that portion of the aggregate outstanding credit of the other Lender or Lenders so that the respective receipts shall be pro rata to their respective participation in the credits; provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender shall be recovered from the Borrower, such purchase shall be rescinded and the purchase price paid for such participation shall be returned by such selling Lender or Lenders to the extent of such recovery, but without interest.

In the event that any Obligor incorporated in Spain was declared insolvent pursuant to the provisions of the Spanish Insolvency Law, and any Lender was considered a subordinated creditor of such Obligor under the relevant insolvency proceedings (and, therefore, it was determined that such Lender would not benefit from any security created by virtue of any Spanish Security Document), the portion of any Proceeds of Realization derived from disposal or realization of any Secured Assets subject to the Spanish Security Documents that would otherwise be distributed to such Lender under this agreement shall instead be distributed pro-rata amongst all of the other Lenders.

14.18 Distribution of Notices.

Promptly after receipt by the Administrative Agent of any notice or other document which is delivered to the Administrative Agent hereunder on behalf of the Lenders, the Administrative Agent shall provide a copy of such notice or other document to each of the Lenders.

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14.19 Decision to Enforce Security.

Upon the Security becoming enforceable in accordance with its terms, the Administrative Agent shall promptly so notify each of the Creditors. Any Lender (other than TELUS Corporation) may thereafter provide the Administrative Agent with a written request to enforce the Security. Forthwith after the receipt of such a request, the Administrative Agent shall seek the instructions of the Majority Lenders as to whether the Security should be enforced and the manner in which the Security should be enforced. In seeking such instructions, the Administrative Agent shall submit a specific proposal to the Creditors. The Administrative Agent shall promptly notify the Creditors of all instructions and approvals of the Majority Lenders. If the Majority Lenders instruct the Administrative Agent to enforce the Security, each of the Creditors agrees to accelerate the Secured Obligations owed to it in accordance with and to the extent permitted under the relevant Capital Market Agreements and Cash Management Agreements.

14.20 Enforcement.

The Administrative Agent reserves the sole right to enforce, or otherwise deal with, the Security and to deal with the Borrower in connection therewith; provided, however, that the Administrative Agent shall so enforce, or otherwise deal with, the Security as the Majority Lenders shall instruct.

14.21 Determination of Exposures.

Concurrent with any request for any approval or instructions of the Majority Lenders and prior to any distribution of Proceeds of Realization to any of the Creditors, the Administrative Agent shall request each Creditor to provide to the Administrative Agent a written calculation of such Creditor’s Exposure as at the applicable date, each such calculation to be certified true and correct by the Creditor providing same. Such calculation shall be in such detail as may be reasonably requested by the Administrative Agent. Each Creditor shall so provide such calculation within two Banking Days following the request of the Administrative Agent. Any such calculation provided by a particular Creditor shall, absent manifest error, constitute prima facie evidence of such Creditor’s Exposure at such time. With respect to each determination of the Exposure of the Creditors, the Administrative Agent shall promptly notify the Creditors. For the purposes of determining a particular Creditor’s Exposure:

(a) the Exposure of a Lender under any Loan Documents shall be the aggregate amount owing to such Lender thereunder on the applicable date;

(b) the Exposure of a Qualified Capital Market Lender in respect of Capital Market Agreements shall be the net exposure of such Qualified Capital Market Lender under all Capital Market Agreements to which such Qualified Capital Market Lender is a party, being the aggregate exposure of such Qualified Capital Market Lender thereunder less the aggregate exposure of the Borrower thereunder; the exposure of a party to a Capital Market Agreement shall be, in the case of a Capital Market Agreement which has not been terminated as of the applicable date, the total amount which such party would be obligated to pay to the other

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party under such Capital Market Agreement in the event of the early termination by such other party as of the applicable date of such Capital Market Agreement as a result of the occurrence of a default or event of default (however specified or designated) with respect to such party thereunder; or in the case of a Capital Market Agreement which has been terminated as of the applicable date, the total amount which such party is obligated to pay to the other party under such Capital Market Agreement; and

(c) the Exposure of a Cash Management Lender with respect of any Cash Management Agreement shall be the aggregate amount owing to such Cash Management Lender under or in connection with such Cash Management Agreement on the applicable date.

This Section 14.21 is subject to the provisions of Section 14.22(c).

14.22 Application of Cash Proceeds.

(a) All Proceeds of Realization which are not Cash Proceeds shall be forthwith delivered to the Administrative Agent and disposed of, or realized upon, by the Administrative Agent in such manner as the Majority Lenders may approve so as to produce Cash Proceeds.

(b) Subject to the claims, if any, of secured creditors of the Obligors (except the claims of any Creditor) whose security ranks in priority to the Security, all Cash Proceeds shall be applied and distributed, and the claims of the Creditors shall be deemed to have the relative priorities which would result in the Cash Proceeds being applied and distributed, as follows:

(i) first, to the payment of all reasonable costs and expenses incurred by the Administrative Agent (including, without limitation, all legal fees and disbursements) in the exercise of all or any of the powers granted to it hereunder or under the other Loan Documents and in payment of all of the remuneration of any Receiver and all costs and expenses properly incurred by such Receiver (including, without limitation, all legal fees and disbursements) in the exercise of all or any powers granted to it under the Guarantees and the Security Documents;

(ii) second, in payment of all amounts of money borrowed or advanced by the Administrative Agent or any Receiver pursuant to the Guarantees and the Security Documents and any interest thereon;

(iii) third, to the payment of the Secured Obligations of the Obligors (including holding as cash collateral to be applied against Secured Obligations of the Obligors which have not then matured) to the Creditors pro rata in accordance with their relative Exposures; and

(iv) finally, the balance, if any, to the Borrower or otherwise in accordance with Applicable Law.

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(i) in this Section 14.22(c):

“Distributed Amount” means the amount distributed or paid to the Creditors or to the Administrative Agent on behalf of the Creditors (or any of them) by the person responsible for the distribution of the assets (including any payments) of a German Obligor which is insolvent or otherwise subject to insolvency or similar proceedings.

“Maximum Amount” means the amount which would, but for any reduction or prohibition of payment or other distribution due to the relationship between any Equitably Subordinated Lender and a German Obligor, have been distributed or be distributable to the Creditors or to the Administrative Agent on behalf of the relevant Creditors (or any of them) by the person responsible for the distribution of the assets (including any payments) of a German Obligor which is insolvent or otherwise subject to insolvency or similar proceedings.

“Shortfall Amount” means the amount by which the Maximum Amount exceeds the Distributed Amount.

(ii)

(A) If, in an insolvency of a German Obligor, the Distributed Amount is less than the Maximum Amount, then, upon application of the Distributed Amount (or any part thereof) pursuant to this clause 14.22 or otherwise under this agreement towards the discharge of the obligations of such German Obligor under the Credit Documents to which it is a party (including principal, interest, fees and commissions), the amount which would otherwise be required to be applied towards any portion of such obligations that is owed to an Equitably Subordinated Lender shall be reduced by the Shortfall Amount attributable to that Equitably Subordinated Lender and such amount shall in addition be applied towards the discharge of the portion of such obligations (including principal, interest, fees, commission) that is owed to the other Creditors pro rata in accordance with this agreement.

(B) Any risk of a shortfall between the Maximum Amount and the Distributed Amount (whether arising from the prohibition and/or reduction of payments to an Equitably Subordinated Lender and/or from any contestation (Anfechtung) under applicable law) shall, for all purposes of the Credit Documents to which the relevant German Obligor is a party, be borne by such Equitably Subordinated Lender.

(C) In respect of any Shortfall Amount only (i) an Equitably Subordinated Lender shall not have the benefit, but only the

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obligations, of any sharing provisions under the Credit Documents, and shall not be entitled to receive payment of such Shortfall Amount, and (ii) the Administrative Agent shall not be required to pay such Shortfall Amount to such Equitably Subordinated Lender; provided, for greater certainty, that such Equitably Subordinated Lender shall have the benefit of such sharing provisions in all other respects and nothing in this Section 14.22(c) shall affect such Equitably Subordinated Lender’s entitlement to receive, or the Administrative Agent’s obligation to pay to such Equitably Subordinated Lender, any other amount in accordance with this agreement and the other Credit Documents.

(iii) To the extent a participation, commitment, sub-participation or other agreement or arrangement of an Equitably Subordinated Lender would prejudice or adversely affect the Security provided by a German Obligor pursuant to a Security Document or the guarantee and indemnity provided pursuant to a Guarantee by a German Obligor, in each case in relation to any Lender other than an Equitably Subordinated Lender in any way, such Equitably Subordinated Lender shall not be a Secured Party under such Security Document and shall not benefit from the guarantee and indemnity provided pursuant to such Guarantee and no amount owing to such Equitably Subordinated Lender under any Credit Document shall be secured by any Security provided by such German Obligor.

14.23 Entering into Contracts.

The Administrative Agent may enter into any Loan Document as agent for and on behalf of the Creditors.

14.24 Other Security Not Permitted.

None of the Creditors shall be entitled to enjoy any Lien with respect to any of the Secured Assets other than the Security.

14.25 German Security.

(a) The Administrative Agent shall:

(i) hold and administer any Security governed by German law (the “German Security”) which is security assigned (Sicherungseigentum/ Sicherungsabtretung) or otherwise transferred under a non-accessory security right (nicht-akzessorische Sicherheit) to it as trustee (treuhänderisch) for the benefit of the Secured Parties; and

(ii) administer any German Security which is pledged (Verpfändung) or otherwise transferred to any Secured Party under an accessory security right (akzessorische Sicherheit) as agent.

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(b) Each Secured Party (other than the Administrative Agent) hereby authorises the Administrative Agent (whether or not by or through employees or agents):

(i) to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Administrative Agent under the Security Documents governed by German law (the “German Security Documents”) together with such powers and discretions as are reasonably incidental thereto;

(ii) to take such action on its behalf as may from time to time be authorised under or in accordance with the German Security Documents; and

(iii) to accept and enter into as its attorney (Stellvertreter) any pledge or other creation of any accessory security right granted in favour of such Secured Party in connection with the German Security Documents and to agree to and execute on its behalf as its attorney (Stellvertreter) any amendments, confirmations and/or alterations to any German Security Document which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of release of such German Security.

(c) Each Secured Party (other than the Administrative Agent) hereby ratifies and approves all acts and declarations previously done by the Administrative Agent on such Secured Party’s behalf (including for the avoidance of doubt any declarations made by the Administrative Agent as representative without power of attorney (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of any Secured Party as future pledgee or otherwise).

14.26 Parallel Debt owed to the Administrative Agent.

(a) The Borrower agrees to cause any German Obligor and any Austrian Obligor to irrevocably and unconditionally undertake to pay to the Administrative Agent as creditor in its own right and not as a representative of the other Secured Parties amounts equal to any amounts owing from time to time by such German Obligor or such Austrian Obligor, as the case may be, to any Secured Party under any Credit Document to which such German Obligor or Austrian Obligor, as applicable, is a party as and when those amounts are due for payment under such Credit Document.

(b) The Borrower, on behalf of itself and any German Obligor and any Austrian Obligor, and the Administrative Agent and any other Secured Party acknowledge that the obligations of such German Obligor or such Austrian Obligor, as the case may be, under any payment undertaking pursuant to paragraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of such German Obligor or such Austrian Obligor, as applicable, to any Secured Party under any Credit Document to which

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such German Obligor or Austrian Obligor, as applicable, is a party (its “Corresponding Debt”) nor shall the amounts for which such German Obligor or such Austrian Obligor, as applicable, is liable under paragraph (a) (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:

(i) the Parallel Debt of such German Obligor or such Austrian Obligor, as applicable, shall be automatically decreased and discharged to the extent that Corresponding Debt of such German Obligor or such Austrian Obligor, as applicable, has been irrevocably paid or (in the case of guarantee obligations) discharged; and

(ii) the Corresponding Debt of such German Obligor or such Austrian Obligor, as applicable, shall be automatically decreased and discharged to the extent that the Parallel Debt of such German Obligor or such Austrian Obligor, as applicable, has been irrevocably paid or (in the case of guarantee obligations) discharged.

(c) The Administrative Agent acts in its own name and not as a trustee, and its claims in respect of any Parallel Debt shall not be held on trust. The Security granted under the Credit Documents to which a German Obligor or an Austrian Obligor, as the case may be, is a party to the Administrative Agent to secure the Parallel Debt of such German Obligor or such Austrian Obligor, as applicable, is granted to the Administrative Agent in its capacity as creditor of such Parallel Debt and shall not be held on trust.

(d) All monies received or recovered by the Administrative Agent pursuant to any payment undertaking of a German Obligor or Austrian Obligor provided pursuant to Clause 14.26(a), and all amounts received or recovered by the Administrative Agent from or by the enforcement of any Security granted to secure the Parallel Debt of any German Obligor or any Austrian Obligor shall be applied in accordance with this agreement.

(e) Without limiting or affecting the Administrative Agent’s rights against any German Obligor or any Austrian Obligor (whether under this Clause 14.26 or under any other provision of the Credit Documents to which such German Obligor or such Austrian Obligor, as the case may be, is a party), the Borrower, on behalf of itself and any German Obligor and any Austrian Obligor, acknowledges that:

(i) nothing in this Clause 14.26 shall impose any obligation on the Administrative Agent to advance any sum to any German Obligor or Austrian Obligor or otherwise under any Credit Document, except in its capacity as Lender; and

(ii) for the purpose of any vote taken under any Credit Document, the Administrative Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Lender.

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14.27 Discharge of Security.

(a) To the extent a sale or other disposition of the Secured Assets is permitted pursuant to the provisions hereof, the Lenders hereby authorize the Administrative Agent, at the cost and expense of the Borrower, to execute such discharges and other instruments which are necessary for the purposes of releasing and discharging the Security therein or for the purposes of recording the provisions or effect thereof in any office where the Security Documents may be registered or recorded or for the purpose of more fully and effectively carrying out the provisions of this Section 14.27.

(b) To the extent all of the Shares of any Guarantor subject to the Liens (if any) granted by the Borrower or any other Obligor pursuant to any Security Documents are sold or otherwise disposed of and such sale or disposition is permitted pursuant to the provisions hereof, the Lenders hereby authorized the Administrative Agent, at the cost and expense of the Borrower, to execute such discharges and other instruments which are necessary for the purposes of (i) releasing and discharging such Guarantor and any Subsidiary of such Guarantor that is a Guarantor (in this Section 14.27, each a “Released Guarantor”) from its obligations under the Loan Documents to which such Released Guarantor is a party and to release and discharge the Security granted by such Released Guarantor, or (ii) for the purpose of recording the provisions or effect thereof in any officer where the Security Documents may be registered or recorded or for the purpose of more fully and effectively carrying out the provisions of this Section 14.27.

(c) On the Secured Obligations Termination Date, the Lenders hereby authorize the Administrative Agent, at the expense and request of the Borrower, to execute such agreements and other instruments as may be necessary to release and discharge the Security or record the effects of such release or discharge in any office where the Security Documents may be registered or recorded.

14.28 Survival.

The provisions of Article 14 and all other provisions of this agreement which are necessary to give effect to each of the provisions of such Articles shall survive the permanent repayment in full of the Credit Facilities and the termination of all of the commitments of the Lender in connection therewith until the Secured Obligations Termination Date.

ARTICLE 15
MISCELLANEOUS

15.1 Waivers.

No failure or delay by the Administrative Agent, the Lenders or the Majority Lenders in exercising any remedy, right or power hereunder or otherwise shall operate as a waiver thereof, except a waiver which is specifically given in writing by the Administrative Agent, and

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no single or partial exercise of any power, right or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other power, right or privilege.

15.2 Notices.

All notices, demands and other communications provided for in this agreement shall be in writing and shall be personally delivered to an officer of the addressee or sent by telefacsimile, charges prepaid, at or to the applicable addresses, email addresses (which email notice shall be sent with a “read receipt” request) or telefacsimile numbers, as the case may be, set opposite the party’s name on the signature page hereof (in the case of the Borrower and the Administrative Agent) or set forth in Schedule A hereto (in the case of the Lenders) or at or to such other address or addresses, email address or email addresses or telefacsimile number or numbers as any party hereto may from time to time designate to the other parties in such manner. Any communication which is personally delivered as aforesaid shall be deemed to have been validly and effectively given on the date of such delivery if such date is a Banking Day and such delivery was made prior to 4:00 p.m. (Toronto time); otherwise, it shall be deemed to have been validly and effectively given on the Banking Day next following such date of delivery. Any communication which is transmitted by telefacsimile as aforesaid shall be deemed to have been validly and effectively given on the date of transmission if such date is a Banking Day and such transmission was made prior to 4:00 p.m. (Toronto time); otherwise, it shall be deemed to have been validly and effectively given on the Banking Day next following such date of transmission.

15.3 Severability.

Any provision hereof which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

15.4 Counterparts.

This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.

15.5 Successors and Assigns; No Third Party Rights or Liabilities.

This agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns. Nothing in this agreement will be construed to give any Person other than the parties hereto any legal or equitable right, remedy, or claim under or with respect to this agreement or any provision of this agreement. This agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties hereto and their successors and assigns.

15.6 Assignment.

(a) Without the consent of all of the Lenders, neither the Loan Documents nor the benefit thereof may be assigned by the Borrower.

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(b) Subject to Section 15.6(d), a Lender may at any time sell to one or more other Persons (“Participants”) participating interests in any credit outstanding hereunder, any commitment of such Lender hereunder or any other interest of such Lender hereunder. In the event of any such sale by a Lender of a participating interest to a Participant, the Lender’s obligations under this agreement to the Borrower shall remain unchanged, the Lender shall remain solely responsible for the performance thereof and the Borrower shall continue to be obligated to the Lender in connection with the Lender’s rights under this agreement. The Borrower agrees that if amounts outstanding under this agreement are due and unpaid, or shall have been declared to be or shall have become due and payable upon the occurrence of an Event of Default, or any Default which might mature into an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this agreement to the same extent as if the amount of its participating interest were owing directly to it as the relevant Lender under this agreement. The Borrower also agrees that each Participant shall be entitled to the benefits of Article 8 with respect to its participation hereunder; provided, that no Participant shall be entitled to receive any greater amount pursuant to such Article than the Lender would have been entitled to receive in respect of the amount of the participation transferred by the Lender to such Participant had no such transfer occurred.

(c) Subject to Section 15.6(d), with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), the Issuing Lender (which consent shall only be required with respect to an assignment of any commitment either RT Facility and which in any event shall not be required (x) for so long as an Event of Default has occurred and is continuing if no Letters issued by the Issuing Lender are outstanding at the time of the relevant assignment or (y) if the selling Lender has made arrangements acceptable to the Issuing Lender with respect to any liability of such selling Lender with respect to Letters issued by the Issuing Lender then outstanding), the Overdraft Lender (which consent shall only be required with respect to an assignment of any commitment under the RT 2 Facility and which shall otherwise not be required if such sale is to one or more Lenders or to an affiliate or subsidiary of any of the Lenders) and the Administrative Agent (such consent not to be unreasonably withheld) and provided that, at any time other than when a Default has occurred and is continuing, such sale shall not be to a non-resident of Canada for purposes of the Income Tax Act (Canada) if such assignment would result in amounts payable under Section 8.6 by the Borrower hereunder, a Lender may at any time sell all or any part of its rights and obligations under the Loan Documents to one or more Persons (“Purchasing Lenders”) in amounts no less than U.S.$1,000,000 and provided, unless the Lender is selling all of its remaining rights and obligations under the Loan Documents, such Lender retains an aggregate of at least U.S.$1,000,000 in Individual Commitments. Upon such sale, the Lender shall, to the extent of such sale, be released from its obligations under the Loan Documents (subject always to its continuing obligations under Section 9.6) and each of the Purchasing Lenders shall become a party to the Loan

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Documents to the extent of the interest so purchased provided, however, no Lender that is a Defaulting Lender shall be released from any obligation in respect of damages arising in connection with it being or becoming a Defaulting Lender. Any such assignment by a Lender shall not be effective unless and until such Lender has paid to the Administrative Agent an assignment fee in the amount of U.S.$3,500 for each Purchasing Lender, unless and until the Purchasing Lender has executed an instrument substantially in the form of Schedule C hereto whereby the Purchasing Lender has agreed to be bound by the terms of the Loan Documents as a Lender and has agreed to specific Individual Commitments and a specific address and telefacsimile number for the purpose of notices as provided in Section 15.2. Upon any such assignment becoming effective, Schedule A hereto shall be deemed to be amended to include the Purchasing Lender as a Lender with the specific Individual Commitments, address and telefacsimile number as aforesaid and the Individual Commitments of the Lender making such assignment shall be deemed to be reduced by the respective amounts of the Individual Commitments of the Purchasing Lender. When an assignment has been effected pursuant to this Section 15.6(c) without the consent of the Borrower, the Administrative Agent shall, within five Banking Days of any such assignment becoming effective, provide the Borrower with written notice of such assignment. For certainty, no Subject Entity, nor any shareholder or affiliate of any Subject Entity, may be a Participant or Purchasing Lender.

(d) Notwithstanding anything to the contrary in this agreement or any other Loan Document, TELUS Corporation as a Lender shall not be permitted to sell participating interests as contemplated by Section 15.6(b) (other than selling a participating interest to a wholly-owned Canadian resident Subsidiary of TELUS Corporation) or sell its rights and obligations under the Loan Documents as contemplated by Section 15.6(c), in each case without the consent of the Administrative Agent.

(e) The Borrower authorizes the Administrative Agent and the Lenders to disclose to any Participant or Purchasing Lender (in this Section 15.6 each, a “Transferee”) and any prospective Transferee and authorizes each of the Lenders to disclose to any other Lender any and all financial information in their possession concerning the Subject Entities which has been delivered to them by or on behalf of the Borrower pursuant to this agreement or which has been delivered to them by or on behalf of the Borrower in connection with their credit evaluation of the Subject Entities prior to becoming a party to this agreement, so long as any such Transferee agrees not to disclose any confidential, non-public information to any Person other than its non-brokerage affiliates, employees, accountants or legal counsel, unless required by law.

15.7 Entire Agreement.

The Credit Documents and the agreements referred to therein and delivered pursuant thereto constitute the entire agreement between the parties hereto and supersede any prior

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agreements, commitment letters, undertakings, declarations, representations and understandings, both written and verbal, in respect of the subject matter hereof.

15.8 Further Assurances.

The Borrower shall, and shall cause the other Obligors to, from time to time and at all times hereafter, upon every reasonable request of the Administrative Agent, make, do, execute, and deliver or cause to be made, done, executed and delivered all such further acts, deeds, assurances and things as may be necessary in the opinion of the Administrative Agent for more effectually implementing and carrying out the true intent and meaning of the Loan Documents or any agreement delivered pursuant thereto and such additional security, legal opinions, consents, approvals, acknowledgements, undertakings, non-disturbance agreements, directions and negotiable documents of title in connection with the property and assets of the Obligors, in form and substance satisfactory to the Administrative Agent, as the Administrative Agent may from time to time request, to ensure (i) that all Secured Assets are subject to a Lien in favour of the Administrative Agent subject to and in accordance with this agreement, and (ii) the intended first ranking priority of such Liens.

15.9 Judgment Currency.

(a) If, for the purpose of obtaining or enforcing judgment against the Borrower in any court in any jurisdiction, it becomes necessary to convert into a particular currency (such currency being hereinafter in this Section 15.9 referred to as the “Judgment Currency”) an amount due in another currency (such other currency being hereinafter in this Section 15.9 referred to as the “Indebtedness Currency”) under this agreement, the conversion shall be made at the rate of exchange prevailing on the Banking Day immediately preceding:

(i) the date of actual payment of the amount due, in the case of any proceeding in the courts of the Province of Ontario or in the courts of any other jurisdiction that will give effect to such conversion being made on such date; or

(ii) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion is made pursuant to this Section 15.9(a)(i) being hereinafter in this Section 15.9 referred to as the “Judgment Conversion Date”).

(b) If, in the case of any proceeding in the court of any jurisdiction referred to in Section 15.9(a)(i), there is a change in the rate of exchange prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the Borrower shall pay to the Lenders, such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Indebtedness Currency which could have been purchased with the amount of Judgment Currency stipulated in

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the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date.

(c) Any amount due from the Borrower under the provisions of Section 15.9(b) shall be due to the judgment creditor as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this agreement.

(d) The term “rate of exchange” in this Section 15.9 means the 4:30 pm (Toronto time) spot rate of exchange for Canadian interbank transactions applied in converting the Indebtedness Currency into the Judgment Currency published by the Bank of Canada for the day in question.

15.10 Forum Selection and Consent to Jurisdiction.

Any legal action or proceeding with respect to this agreement may be brought in the courts of the Province of Ontario and, by execution and delivery of this agreement, the parties hereby accept for themselves and in respect of their property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. The Borrower hereby expressly and irrevocably submits to the jurisdiction of the courts of the Province of Ontario for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any judgment rendered thereby in connection with such litigation. To the extent permitted by Applicable Law, the Borrower further irrevocably consents to the service of process by registered mail, postage prepaid, or by personal service within or without the Province of Ontario. The Borrower hereby expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an inconvenient forum. To the extent that the Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, the Borrower hereby irrevocably waives such immunity in respect of its obligations under this agreement. Nothing herein shall limit the right of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any jurisdiction other than the Province of Ontario.

15.11 Confidentiality.

The Administrative Agent and each Lender agrees to use commercially reasonable efforts to ensure that financial statements or other information relating to the Borrower which may be delivered to it pursuant to this agreement and which are not publicly filed or otherwise made available to the public generally will be treated confidentially by the Administrative Agent and each Lender and will not, except with the written consent of the Borrower, be distributed or otherwise made available by the Administrative Agent or any Lender to any Person other than its directors, officers, employees, authorized agents, counsel or other representatives (provided the other representatives have agreed or are under a duty to keep all information confidential) required, in the reasonable opinion of the Administrative Agent or such Lender, to have such information. The Administrative Agent and each Lender is authorized to deliver a copy of any financial

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statements or any other information which may be delivered to it pursuant to this agreement, to (i) any actual or potential Participant or Assignee provided prior written notice is given to the Borrower and the Participant or Assignee agrees to keep all such information confidential, (ii) any Official Body having jurisdiction over the Administrative Agent or a Lender, as the case may be, in order to comply with any Applicable Law; provided, however, the foregoing parenthetical exception shall not apply to (x) clause (ii) hereof or (y) after the occurrence and continuance of an Event of Default for at least 60 consecutive days. Notwithstanding the foregoing, if any Lender forms the view that, in its reasonable opinion, it is required to disclose information obtained in connection with the Loan Documents to any Person in order to comply with any AML/CTF Laws, the parties agree that, to the extent permitted by Applicable Law, such disclosure will not breach any duty of confidentiality owed by that Lender to any other party to this agreement.

15.12 USA PATRIOT Act Notice.

Each Lender that is subject to the Act (as hereinafter defined) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the names and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

15.13 Waivers of Jury Trial

EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY AND FOR ANY COUNTERCLAIM THEREIN.

15.14 Acknowledgement and Consent to Bail-In of EEA Financial Institutions

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of a Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise

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conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-down and Conversion Powers of any Resolution Authority.

15.15 Acknowledgement Regarding Any Supported QFCs

To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Capital Market Agreement or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding the governing law of any of the Loan Documents or any Supported QFC):

(a) If a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b) As used in this Section 15.15, the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following:

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(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).”.

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IN WITNESS WHEREOF the parties hereto have executed this agreement.

TELUS International (Cda) Inc.		TELUS INTERNATIONAL (CDA) INC.
510 West Georgia Street, 8th Floor
Vancouver, BC V6B 0M3

Attention:	Stephen Lewis, SVP and Treasurer	By:	/s/ Jeffrey Puritt
Telefax:	(604) 899-9228		Name:	Jeffrey Puritt
Email:	Stephen.Lewis@TELUS.COM		Title:	President and Chief Executive Officer

- and copy to -

25 York Street, 29th Floor		By:	/s/ Michel Belec
Toronto, ON M5J 2V5			Name:	Michel Belec
			Title:	SVP, CLO and Corporate Secretary
Attention:	Senior Director of Finance
	(Jason Mayr)
Email:	jason.mayr@telus.com

Second Amended and Restated Credit Agreement

THE BANK OF NOVA SCOTIA		THE BANK OF NOVA SCOTIA,
Corporate Banking - Loan Syndications		as Administrative Agent
40 King Street West, 62nd Floor
Toronto, Ontario M5W 2X6
		By:	/s/ Clement Yu
Attention:	Head, Agency Services		Name: Clement Yu
Telefax:	(416) 866-3329		Title: Director
Email:	agency.services@scotiabank.com

		By:	/s/ Ryan Moonilal
			Name: Ryan Moonilal
			Title: Analyst

		THE BANK OF NOVA SCOTIA, as Lender


		By:	/s/ Daniel Grouix
			Name: Daniel Grouix
			Title: Managing Director & Head


		By:	/s/ Iman Debnath
			Name: Iman Debnath
			Title: Associate Director

Second Amended and Restated Credit Agreement

		THE TORONTO-DOMINION BANK, as Lender


		By:	/s/ Rahim Kabani
			Name: Rahim Kabani
			Title: Managing Director


		By:	/s/ Ben Montgomery
			Name: Ben Montgomery
			Title: Director

Second Amended and Restated Credit Agreement

		CANADIAN IMPERIAL BANK OF COMMERCE, as Lender


		By:	/s/ Stephen Redding
			Name: Stephen Redding
			Title: Managing Director


		By:	/s/ Martin Danaj
			Name: Martin Danaj
			Title: Director

Second Amended and Restated Credit Agreement

		ROYAL BANK OF CANADA, as Lender


		By:	/s/ Mike Elsey
			Name: Mike Elsey
			Title: Director, Corporate Banking

Second Amended and Restated Credit Agreement

		BANK OF MONTREAL, as Lender


		By:	/s/ Deep Gill
			Name: Deep Gill
			Title: Director, Corporate Banking

Second Amended and Restated Credit Agreement

		NATIONAL BANK OF CANADA, as Lender


		By:	/s/ Michelle Fiebig
			Name: Michelle Fiebig
			Title: Director


		By:	/s/ David Torrey
			Name: David Torrey
			Title: Managing Director

Second Amended and Restated Credit Agreement

		WELLS FARGO BANK, N.A., CANADIAN BRANCH, as Lender


		By:	/s/ Marc-Philippe Piche
			Name: Marc-Philippe Piche
			Title: Managing Director

Second Amended and Restated Credit Agreement

		MUFG BANK, LTD., CANADA BRANCH, as Lender


		By:	/s/ Jack Shuai
			Name: Jack Shuai
			Title: Director

Second Amended and Restated Credit Agreement

		HSBC BANK CANADA, as Lender


		By:	/s/ My Le
			Name: My Le
			Title: Director, Global Banking


		By:	/s/ Casey Coates
			Name: Casey Coates
			Title: Managing Director, Global Banking

Second Amended and Restated Credit Agreement

		BANK OF CHINA (CANADA), as Lender


		By:	/s/ Jian Shi
			Name: Jian Shi
			Title: Head of Corporate Banking Department

Second Amended and Restated Credit Agreement

	ICICI BANK CANADA, as Lender


	By:	/s/ Sumit Chatterjee
		Name: Sumit Chatterjee
		Title: CRO


	By:	/s/ Lester Fernandes
		Name: Lester Fernandes
		Title: Assistant Vice President, Corporate & Commercial Bank

Second Amended and Restated Credit Agreement

	SUMITOMO MITSUI BANKING CORPORATION, CANADA BRANCH, as Lender


	By:	/s/ Steve Nishimura
		Name: Steve Nishimura
		Title:

Second Amended and Restated Credit Agreement

	FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC, as Lender


	By:	/s/ Oliver Sumugod
		Name: Oliver Sumugod
		Title: Director


	By:	/s/ Matt van Remmen
		Name: Matt van Remmen
		Title: Managing Director

Second Amended and Restated Credit Agreement

	TELUS CORPORATION, as Lender


	By:	/s/ Stephen Lewis
		Name: Stephen Lewis
		Title: SVP, Finance and Treasurer

Second Amended and Restated Credit Agreement

SCHEDULE A
INDIVIDUAL COMMITMENTS

A-1

SCHEDULE B
COMPLIANCE CERTIFICATE

B-1

SCHEDULE C
FORM OF ASSIGNMENT

C-1

SCHEDULE D
FORM OF DRAWDOWN NOTICE

D-1

SCHEDULE E
FORM OF ROLLOVER NOTICE

E-1

SCHEDULE F
FORM OF CONVERSION NOTICE

F-1

SCHEDULE G
CORPORATE STRUCTURE

G-1

SCHEDULE H
GUARANTEE AND SECURITY DOCUMENTS

H-1

SCHEDULE I
TRANSACTIONS WITH AFFILIATES

I-1

SCHEDULE J
CONSENTS AND APPROVALS

J-1

SCHEDULE K
APPLICABLE MARGIN

K-1

SCHEDULE L
ACCORDION AGREEMENT

L-1

SCHEDULE A
TO ACCORDION AGREEMENT
INDIVIDUAL COMMITMENTS

L-2

SCHEDULE M
QUALIFIED AFFILIATE INSTRUMENT OF ADHESION

M-1

SCHEDULE N
GUARANTORS

N-1

SCHEDULE O
NON-GUARANTEEING MATERIAL SUBSIDIARIES

O-1

SCHEDULE P
TARGET ENTITIES

P-1

SCHEDULE Q
AGREED SECURITY PRINCIPLES

Q-1

SCHEDULE R
POST-CLOSING MATTERS RE EXISTING OBLIGORS

R-1

Exhibit 21.1

TELUS International (Cda) Inc.

Subsidiaries of the Registrant

The following is a list of subsidiaries of TELUS International (Cda) Inc. as of December 31, 2019 omitting some subsidiaries which, considered in the aggregate, would not constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X.

Name		Jurisdiction of Incorporation
TELUS International Philippines, Inc.		Philippines
Transactel (2020) Limited (continued from Transactel (Barbados), Inc. in July 2020)		Malta
Xavient Digital LLC		Delaware, United States
Voxpro Limited		Ireland
Transactel El Salvador, S.A. de C.V.		El Salvador
TELUS International (U.S.) Corp.		Washington, United States
Callpoint New Europe EAD		Bulgaria

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use in this Registration Statement on Form F-1 of our report dated January 8, 2021, relating to the financial statements of TELUS International (Cda) Inc. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Deloitte LLP

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Canada

January 8, 2021

Exhibit 23.2

Consent of Independent Auditor

We consent to the use of our report dated November 30, 2020, with respect to the consolidated statements of financial position of Triple C Holding GmbH as of December 31, 2019 and 2018 and January 1, 2018, the related consolidated statements of income and other comprehensive income, changes in owner’s equity, and cash flows for the years ended December 31, 2019 and 2018, and the related notes, included herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

Berlin, Germany

January 8, 2021

Exhibit 23.3

Consent of Independent Auditor

TELUS International (Cda) Inc.

Vancouver, British Columbia

Canada

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of TELUS International (Cda) Inc. of our report dated November 4, 2020, relating to the combined financial statements of the Artificial Intelligence Business of LBT Acquisition, Inc., which is contained in that Prospectus.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ BDO USA, LLP

Boston, Massachusetts

January 8, 2020