EXECUTIVE SUMMARY

Here are highlights of the important information you will find in this information circular. These highlights do not contain all the information that you should consider. Please take the time to read the circular before you vote your shares.

Shareholder voting matters

Board vote

For more

recommendation

information

Appointment of Deloitte LLP as auditors

 FOR

See page 12

Approval of executive compensation approach

 FOR

See page 13

Ratification and confirmation of the new shareholder rights plan

 FOR

See pages 13 to 17

Approval of the Restricted Share Unit Plan

 FOR

See page 18

Approval of the Performance Share Unit Plan

 FOR

See page 19

Election of directors

 FOR each nominee

See pages 11 to 12

Appoint auditors

You will be asked to vote on the appointment of our independent auditors, Deloitte LLP, who have been our external auditors since 2002 and were last re-appointed at our annual general meeting on May 10, 2018. Further details about our auditors and a summary of their billings for 2017 and 2018 can be found on page 12.

Approve executive compensation approach

You can have a say on what we pay our executives by participating in an advisory vote on our approach to executive compensation. We have held this advisory vote every year since 2011. Further information on our advisory vote can be found on page 13. More details on our executive compensation approach and practices can be found on pages 64 to 107.

Approve shareholder rights plan

The Company’s current shareholder rights plan will expire at the conclusion of this meeting and, as a result, you will be asked to confirm a new shareholder rights plan. See pages 13 to 17 for details on the features of our new shareholder rights plan.

Approve the Restricted Share Unit and Performance Share Unit Plans

The Company is proposing to amend the terms of the Restricted Share Unit (RSU) Plan and Performance Share Unit (PSU) Plan to allow us to make payments for future grants, at the Company’s election, in the form of newly issued shares from treasury. More details on these amendments can be found on page 18 for the RSU Plan and on page 19 for the PSU Plan.

Our overall philosophy for executive compensation is simple – we pay for performance. This philosophy has remained consistent since 2000, along with our national growth strategy. We believe that executive compensation should have a direct connection to the actual contribution our executives make to the achievement of our overall business objectives and corporate success.

Our compensation philosophy

Be competitive

Pay for performance

Align with shareholders

Be well governed

Manage risk

Be easily understood

Compensation highlights

·    Base salaries remained frozen for 2018

·           2018 was a year characterized by heightened competitive activity and cost efficiency expectations for TELUS. The 2018 corporate scorecard multiplier was normalized to 0.70, as compared to 0.71 for 2017

·           All management professional team members, including the Executive Leadership Team, will receive a portion of their 2018 performance bonus into PSUs . This approach takes into consideration the dynamic year we experienced, while also effectively balancing the interests of our team members and shareholders

·           Our performance bonus pool size, which is driven by earnings before interest and taxes (EBIT) performance, increased slightly year over year

·           Our external consultant Meridian Compensation Partners LLC (Meridian) conducted an independent review of compensation programs, plans and policies to assess whether these may create or encourage risks that are reasonably likely to have a material adverse effect on the Company. Meridian concluded that TELUS’ pay programs and policies balance, neutralize or mitigate risk

·           As illustrated below, a significant portion of executive pay continues to be at risk, ensuring executive compensation is aligned with Company performance and the creation of shareholder value.

For details on executive compensation, see pages 64 to 107.

Annual

performance

Long-term

2018

Percentage

Named executive officers

Salary

bonus 1,2

incentive 2

compensation

at risk

Darren Entwistle

President and CEO

$1,375,000

$669,798

$9,644,535

$11,689,333

88%

Doug French

Executive Vice-President (EVP) and Chief Financial Officer

$600,000

$198,557

$2,398,557

$3,197,114

81%

Josh Blair

EVP, Group President and Chief Corporate Officer, TELUS

$650,000

$212,235

$2,412,235

$3,274,470

80%

Eros Spadotto

EVP, Technology Strategy and Business Transformation

$600,000

$203,852

$2,203,852

$3,007,704

80%

David Fuller

EVP and President, TELUS Consumer and Small Business Solutions

$600,000

$391,819

nil 3

$991,819

40%

The report of management and the audited consolidated financial statements for the year ended December 31, 2018, including Management’s discussion and analysis, are contained in the TELUS 2018 annual report. All shareholders should have received the 2018 annual report electronically

or by mail. If you did not receive a copy, you may view it online at telus.com/annualreport or obtain a copy upon request to TELUS’ Chief Legal and Governance Officer, 7th Floor, 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3.

General

The Board has fixed the number of directors at 13 in accordance with the Articles of the Company. At the meeting, we will ask you to vote for the election of the 13 nominees proposed by the Company as directors. All of the nominees were elected as directors at last year’s annual meeting, other than Christine Magee and Denise Pickett, who were appointed by the Board on August 2 and November 1, 2018, respectively. See pages 22 to 28 for biographical and other relevant information about all of the nominees.

Two of our independent directors, Bill MacKinnon and Sabi Marwah, are retiring this year, and therefore will not be standing for re-election at the meeting.

Bill has been a director since 2009 and was the chair of the Audit Committee from 2011 to May 2018 and a member of the Corporate Governance Committee from 2013 to 2015. His leadership and expertise in accounting, auditing and financial matters have been invaluable in guiding our Audit Committee and TELUS’ financial strategy. Bill’s background and knowledge in the accounting sector and his role as a financial expert have been instrumental in assisting with the Company’s transition to IFRS and with respect to the adoption of some of our internal policies and procedures to strengthen our internal controls.

Sabi joined the Board in 2015 and has served on both the Audit and Corporate Governance Committees. Sabi’s knowledge and experience in finance, accounting and risk management have

been invaluable to the Company. Despite his relatively short tenure, Sabi has been an important contributor on our Board and has provided insight on issues ranging from accounting matters to corporate governance. Sabi was appointed as a Senator of Canada in November 2016 and will be stepping down from the Board to focus on his public duties.

We thank Bill and Sabi for their outstanding contribution and service to TELUS.

Each shareholder will be entitled to vote for, or withhold his or her votes from, the election of each director. Dick Auchinleck and Darren Entwistle have been named in the proxy as proxyholders (management proxyholders), and they intend to vote FOR the election of all 13 nominees whose names and profiles are set forth on pages 22 to 28, except in relation to shares held by a shareholder who instructs otherwise.

Our majority voting policy applies to director elections. Under this policy, if a director is elected in an uncontested election where more votes are withheld than voted in favour of his or her election, then the director will be required to tender his or her resignation to the Chair of the Board. The resignation will be effective when accepted by the Board. The Board will accept the resignation, unless extenuating circumstances warrant a contrary decision. Any director who tenders his or her resignation will not participate in the deliberations of either the Corporate Governance Committee or the Board relating to the resignation. If applicable, we will announce

the Board’s decision (including the reason for not accepting any resignation) by news release within 90 days of the meeting where the election was held. Our majority voting policy is included in our TELUS Board Policy Manual , which can be downloaded at telus.com/governance .

We believe that all 13 nominees are able to serve as directors. Unless his or her office is vacated in accordance with applicable law or the Articles, each director elected at the meeting will hold office from the date of his or her election until the next annual meeting or until his or her successor is elected or appointed.

Advance notice

Our Articles contain an advance notice requirement for director nominations.

These requirements are intended to provide a transparent, structured and fair process to ensure that shareholders are able to submit their proxy voting instructions on an informed basis. Shareholders who wish to nominate candidates for election as directors must provide timely notice in writing to Andrea Wood, Chief Legal and Governance Officer, 7th Floor, 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3, and include the information set forth in our Articles. The notice must be made not less than 30 days nor more than 65 days prior to the date of the meeting, namely between March 4 and April 8, 2019. See our Articles, available on sedar.com and on telus.com/governance .

The Board is accountable to the shareholders for its compensation decisions. The purpose of a say-on-pay advisory vote is to provide shareholders with a formal opportunity to provide direct feedback to the Board on the Company’s approach to executive compensation. We are, therefore, asking shareholders to vote on the following advisory resolution at the meeting:

“Resolved, on an advisory basis, that the shareholders accept the approach to executive compensation disclosed in the Company’s information circular for the 2019 annual general meeting of shareholders.”

Since this is an advisory vote, the results will not be binding on the Board and do not diminish the roles and responsibilities of the Board. The Board remains fully responsible for its compensation decisions and is not relieved of this responsibility by a positive or negative

advisory vote. However, the Board will take the results of the vote into account when considering future compensation policies, procedures and decisions and in determining whether there is a need to increase its engagement with shareholders on compensation and related matters. For information on our approach to executive compensation, see pages 64 to 107.

At our last annual meeting in 2018, we conducted our eighth say-on-pay vote, which received the support of 95 per cent of votes cast. Feedback received from meetings with shareholders and shareholder advocacy groups was positive overall and reinforced the view that our policies continue to align with shareholder expectations.

The management proxyholders intend to vote FOR TELUS’ approach to executive compensation, except in relation to shares held by a shareholder who instructs otherwise.

Last year,

95%

of shareholders voted FOR our approach to executive compensation.

Our shareholders are being asked at the meeting to ratify and confirm the Company’s shareholder rights plan (the New Rights Plan), as more fully described below.

Background

The Company first adopted a shareholder rights plan in March 2000 and subsequently adopted the Company’s current shareholder rights plan (the Current Rights Plan) in March 2010 on the expiry of the Company’s initial shareholder rights plan. In May 2010, shareholders confirmed the adoption of the Current Rights Plan and subsequently reconfirmed its continuance at shareholder meetings in 2013 and 2016. The Current Rights Plan has a term expiring upon the conclusion of the Company’s annual meeting in 2019.

On February 13, 2019, the Board approved the New Rights Plan (subject to shareholder approval) and authorized the Company to enter into the agreement related to such plan. The New Rights

Plan will become effective at the conclusion of the meeting if it is ratified and confirmed by shareholders at the meeting. Shareholders will be asked to consider and, if deemed advisable, to ratify the adoption of the New Rights Plan. The New Rights Plan has a term of nine years subject to approval of its continuance by the shareholders of the Company at the annual meetings of the Company in 2022 and 2025. Failing confirmation at the meeting, and reconfirmation as required under the New Rights Plan, the New Rights Plan and all outstanding Rights (defined below) thereunder will terminate. Approval of the New Rights Plan by shareholders is required by the Toronto Stock Exchange (TSX).

Purpose of the New Rights Plan

The purpose of the New Rights Plan is to limit acquisitions that are exempt from the formal take-over bid requirements and to provide shareholders with an equal opportunity to

participate in a take-over bid and receive full and fair value for their shares. The terms of the New Rights Plan are substantially similar to the terms of the Current Rights Plan and rights plans adopted recently by other Canadian issuers. The primary substantive differences between the New Rights Plan and the Current Rights Plan are to reflect changes to the take-over bid regime that were adopted in 2016 and described below.

The New Rights Plan encourages a potential acquirer who makes a take-over bid to proceed either by way of a Permitted Bid (described below), which generally requires a take-over bid to satisfy certain minimum standards designed to promote fairness, or with the concurrence of the Board. If a take-over bid fails to meet these minimum standards and the New Rights Plan is not waived by the Board, the New Rights Plan provides that holders of shares, other than the acquirer, will be able to purchase additional shares at a significant discount to market, thus exposing the person acquiring shares to substantial dilution of its holdings.

As at the date hereof, the Board is not aware of any pending or threatened take-over bid for the Company and the New Rights Plan is not being adopted in response to any proposal to acquire control of the Company.

In adopting the New Rights Plan, the Board of Directors considered the existing legislative framework governing take-over bids in Canada. The Canadian Securities Administrators (CSA) adopted amendments to that framework in 2016 that, among other things, lengthen the minimum bid period to 105 days (from the previous 35 days), require that all non-exempt take-over bids meet a minimum tender requirement of more than 50 per cent of the outstanding securities held by shareholders other than the Offeror and its affiliates and those with whom the Offeror is acting jointly or in concert, and require a 10-day extension after the minimum tender requirement is met. A target issuer has the ability to voluntarily reduce the minimum bid period to not less than 35 days and the minimum bid period may be reduced due to the existence of certain competing take-over bids or alternative change in control transactions.

As the legislative amendments do not apply to exempt take-over bids, there continues to be

an important role for rights plans in protecting issuers and preventing the unequal treatment of shareholders. Rights plans continue to be adopted to address the following concerns:

·           Protecting against creeping bids (the accumulation of 20 per cent or more of the shares through purchases exempt from Canadian take-over bid rules, such as (i) purchases from a small group of shareholders under private agreements at a premium to the market price not available to all shareholders, (ii) acquiring control or effective control through the accumulation of shares over a stock exchange or other published market without paying a control premium, (iii) acquiring up to five per cent of the shares during the course of a take-over bid, or (iv) through other transactions outside of Canada that may not be jurisdictionally subject to Canadian take-over bid rules), and requiring the bid to be made to all shareholders, and

·           Preventing a potential acquirer from entering into lock-up agreements with existing shareholders prior to launching a take-over bid, except for permitted lock-up agreements as specified in the New Rights Plan.

As a result, the Board of Directors has determined that it is advisable and in the best interests of the Company and its shareholders that the Company has in place a shareholder rights plan in the form of the New Rights Plan.

In recent years, unsolicited take-over bids have been made for a number of Canadian public companies, many of which had shareholder rights plans. The Board believes this demonstrates that the existence of a shareholder rights plan does not prevent the making of an unsolicited bid. Further, in a number of these cases, a change of control ultimately occurred at a price in excess of the original offer price. There can be no assurance, however, that the Company’s New Rights Plan would serve to bring about a similar result.

The New Rights Plan does not preclude any shareholder from using the proxy mechanism of the Business Corporations Act (British Columbia) , the Company’s governing corporate statute, to promote a change in the management or direction of the Company, and will have no

effect on the rights of holders of the Company’s shares to requisition a meeting of shareholders in accordance with the provisions of applicable legislation.

The New Rights Plan is not expected to interfere with the day-to-day operations of the Company. Neither the existence of the outstanding Rights nor the issuance of additional Rights in the future will in any way alter the financial condition of the Company, impede its business plans or alter its financial statements. In addition, the New Rights Plan is initially not dilutive. However, if a Flip-in Event (described below) occurs and the Rights separate from the shares as described below, reported earnings per share and reported cash flow per share on a fully diluted or non-diluted basis may be affected. In addition, holders of Rights not exercising their Rights after a Flip-in Event may suffer substantial dilution.

Board review

The Board, as part of its review of the New Rights Plan and analysis of the continuation of a shareholder rights plan for the Company, considered matters including (i) developments in shareholder rights plans and securities legislation since the Current Rights Plan was proposed to shareholders in 2016 (including amendments to the take-over bid regime adopted in 2016), (ii) the terms and conditions of rights plans recently adopted by other Canadian companies, (iii) recent experience involving rights plans in the context of take-over bids, and (iv) the commentary of the investment community on these plans. The Board is satisfied that the New Rights Plan remains consistent with the latest generation of Canadian rights plans.

It is not the intention of the Board, in recommending the ratification of the New Rights Plan to either secure the continuance of the directors or management of the Company or to preclude an acquisition of control of the Company in a transaction that is fair and in the best interests of the shareholders. The rights of shareholders under existing law to seek a change in management of the Company or to influence or promote action of management in a particular manner will not be affected by the New Rights Plan. The New Rights Plan provides that shareholders may tender to

take-over bids that meet the Permitted Bid criteria. Furthermore, even in the context of a take-over bid that does not meet the Permitted Bid criteria, the Board is always bound to consider any take-over bid for the Company and consider whether or not it should waive the application of the New Rights Plan in respect of such bid. In discharging such responsibility, the Board will be obligated to act honestly and in good faith with a view to the best interests of the Company, and the confirmation of the New Rights Plan does not affect the duty of the Board to comply with these obligations.

Summary of the New Rights Plan

The New Rights Plan is available on SEDAR at sedar.com under the Company’s profile and copies are available from TELUS’ Corporate Governance Office, 7th Floor, 510 West Georgia Street, Vancouver, British Columbia, V6B 0M3.

The following is a summary of the principal terms of the New Rights Plan; the summary is qualified in its entirety by reference to the terms of the New Rights Plan.

The only substantive differences between the New Rights Plan and the Current Rights Plan are to reflect the above-noted changes to the take-over bid regime by the CSA. In particular, the amendments to the New Rights Plan include:

·           Amending the definition of a Permitted Bid to provide that it must be outstanding for a minimum period of 105 days or such shorter period (determined in accordance with specific provisions of Canadian securities laws) that a take-over bid must remain open for deposits of securities, and

·           Certain additional non-substantive and administrative amendments, including to align the definition of a Competing Permitted Bid (as defined in the New Rights Plan) to the minimum number of days as required under Canadian securities laws.

Effective time and term

Subject to ratification and confirmation by shareholders at the meeting, the New Rights Plan will become effective at the conclusion of the meeting, concurrently with the expiration of the Current Rights Plan (the Effective Time). Subject to ratification and confirmation at the meeting,

and reconfirmation at the Company’s annual meetings in 2022 and 2025, the New Rights Plan expires upon the conclusion of TELUS’ annual meeting in 2028.

Issue of Rights

One Right will be issued and attached to each share outstanding at the Effective Time (the Record Time) and will attach to each share issued after the Record Time and prior to the earlier of the Separation Time (as defined below) and the expiration of the New Rights Plan (the Expiration Time).

Rights exercise privilege

The Rights will separate from the shares and will be exercisable 10 trading days (the Separation Time) after a person has acquired, or commences an offer to acquire, 20 per cent or more of the shares, other than by an acquisition pursuant to a take-over bid permitted by the New Rights Plan (a Permitted Bid). The acquisition by any person (an Acquiring Person) of more than 20 per cent of the shares, other than by way of a Permitted Bid, is referred to as a Flip-in Event. Any Rights held by an Acquiring Person will become void upon the occurrence of a Flip-in Event. Ten trading days after the occurrence of the Flip-in Event, each Right (other than those held by the Acquiring Person) will permit the purchase of $320 worth of shares for $160 (i.e. at a 50 per cent discount).

Certificates and transferability

Prior to the Separation Time, the Rights will be evidenced by the certificates for shares or by the applicable book entry form registration for the associated shares and will be transferable only together with, and will be transferred by a transfer of, such associated shares issued from and after the Effective Time and will not be transferable separately from such shares. From and after the Separation Time, the Rights will be evidenced by Rights certificates, which will be transferable and traded separately from the shares.

Permitted Bid requirements

The requirements for a Permitted Bid include the following:

·           The take-over bid must be made to all holders of record of voting shares (i.e. shares and any other shares in the capital of the Company entitled to vote in the election of directors),

·           The take-over bid must contain an irrevocable and unqualified condition that no voting shares will be taken up or paid for:

·           Prior to the close of business on a date that is not less than 105 days following the date of the bid, or such shorter minimum period as determined in accordance with section 2.28.2 or section 2.28.3 of National Instrument 62-104 – Take-Over Bids and Issuer Bids (NI 62-104) for which a take-over bid (that is not exempt from any of the requirements of Division 5 (Bid Mechanics) of NI 62-104) must remain open for deposits of securities thereunder, in the applicable circumstances at such time, pursuant to NI 62-104, and

·           Unless, at the close of business on the date voting shares are first taken up or paid for under such bid, more than 50 per cent of the then outstanding voting shares held by Independent Shareholders shall have been tendered or deposited pursuant to the bid and not withdrawn,

·           Unless the take-over bid is withdrawn, shares may be tendered or deposited at any time during the period in which the take-over bid must remain open in accordance with the requirements of NI 62-104, and any shares tendered or deposited pursuant to the take-over bid may be withdrawn until taken up and paid for (subject to certain exceptions in the case of a partial take-over bid in accordance with the requirements of NI 62-104), and

·           If a majority of the outstanding voting shares held by Independent Shareholders have been tendered or deposited and not withdrawn as described above, the offeror must make a public announcement of that fact and the take-over bid must be extended for a period of not less than 10 days from the date of such public announcement.

The New Rights Plan allows for a competing Permitted Bid (a Competing Permitted Bid) to be made while a Permitted Bid is in existence. A Competing Permitted Bid must satisfy all the requirements of a Permitted Bid, except that the minimum deposit period may be shorter as prescribed by NI 62-104.

Waiver and redemption

The Board may, prior to a Flip-in Event, waive the dilutive effects of the New Rights Plan in respect of a particular Flip-in Event resulting from a take-over bid made by way of a take-over bid circular to all holders of voting shares, in which event such waiver would be deemed also to be a waiver in respect of any other Flip-in Event occurring under a take-over bid made by way of a take-over bid circular to all holders of voting shares. The Board may also waive the New Rights Plan in respect of a particular Flip-in Event that has occurred through inadvertence, provided that the Acquiring Person that inadvertently triggered such Flip-in Event reduces its beneficial holdings to 20 per cent or less of the outstanding voting shares within 14 days or such other period as may be specified by the Board. With the majority consent of shareholders or Rights holders at any time prior to the occurrence of a Flip-in Event, the Board may redeem all, but not less than all, of the outstanding Rights at a price of $0.0001 each.

Exemptions for investment advisors

Investment advisors (for client accounts), managers of mutual funds, trust companies (acting in their capacity as trustees and administrators), statutory bodies managing investment funds (for employee benefit plans, pension plans, insurance plans or various public bodies), registered pension funds, plans or related trusts and their administrators or trustees, and Crown agents or agencies acquiring greater than 20 per cent of the shares are exempted from triggering a Flip-in Event, provided that they are not making, or are not part of a group making, a take-over bid.

Amendment

The Board may amend the New Rights Plan with the approval of a majority of the votes cast by shareholders (or the holders of Rights if the

Separation Time has occurred) voting in person or by proxy at a meeting duly called for that purpose. The Board without such approval may correct clerical or typographical errors and, subject to approval as noted above at the next meeting of the shareholders (or holders of Rights, as the case may be), may make amendments to the New Rights Plan to maintain its validity due to changes in applicable legislation.

Voting requirements

In order to be effective, the resolution to be voted on will require the approval of a majority of votes by Independent Shareholders (as defined in the New Rights Plan). The text of the proposed resolution is as follows:

“BE IT RESOLVED THAT:

1.     The New Rights Plan, as set forth in the Rights Plan Agreement dated March 13, 2019, between the Company and Computershare Trust Company of Canada, and the issuance of all Rights issued pursuant to such New Rights Plan, is hereby ratified, confirmed and approved, and

2.     Any one of the officers or directors of the Company be and is hereby authorized for and on behalf of the Company (whether under its corporate seal or otherwise) to execute and deliver all documents and instruments and to take all such other actions as such officer or director may deem necessary or desirable to implement the foregoing resolutions and the matters authorized hereby, such determinations to be conclusively evidenced by the execution and delivery of such documents and other instruments or the taking of any such action.”

Management and the Board recommend that shareholders vote FOR the ordinary resolution set forth above. The management proxyholders intend to vote FOR this motion except in relation to shares held by a shareholder who instructs otherwise.

Unless the New Rights Plan is approved by a majority of the votes cast at the meeting by shareholders voting in person or by proxy, it will not come into effect.

At the meeting, shareholders will be asked to approve TELUS’ Restricted Share Unit Plan (RSU Plan), a long-term incentive plan that awards restricted share units (RSUs) that are pegged to the value of the Company’s shares. The purpose of the RSU Plan is to align the interests of management with those of shareholders by providing incentive compensation based on the value of the shares and to promote retention. This strategy provides an opportunity for participants to acquire, through RSUs, an increased ownership interest in the Company.

TELUS established the RSU Plan in 2003 and RSUs have formed part of TELUS’ long-term incentive program for executive officers since then. A summary of the terms of the RSU Plan is set out on page 113 and a copy of the full text of the RSU Plan was filed on SEDAR on the same date as this information circular.

Historically, payments under the RSU Plan have been in cash or, at the election of the participant, in shares purchased in the market. On February 13, 2019, the Board amended the RSU Plan to provide the Human Resources and Compensation Committee (Compensation Committee) of the Board with the right to elect to pay benefits under the RSU Plan in the form of newly issued shares. In connection with such amendment, the RSU Plan was also amended to provide that:

·           A maximum number of 10,000,000 shares is reserved for issuance under the RSU Plan, representing approximately 1.67 per cent of the number of outstanding shares

·           The total number of shares issued to insiders within any one-year period, under the RSU Plan and all other security-based compensation arrangements (as defined by the TSX), cannot exceed 10 per cent of the issued and outstanding shares

·           The total number of shares issuable to insiders as a group under this plan, together with shares issuable to insiders under all other security-based compensation arrangements (as defined by the TSX), cannot exceed 10 per cent of the issued and outstanding shares, and

·           Shareholder approval is required for any increase in the number of shares reserved, any change to eligible participants that could increase

participation by insiders, any change that would permit members of the Board who are not employees of the Company or a subsidiary to be granted awards under the RSU Plan, any material expansion of the type of awards available under the plan, any amendment to permit any transfer of RSUs other than by will or applicable laws and any amendment to the amendment procedure provision of the plan.

Except as provided above, the Board, subject to any required regulatory approval, has the power to amend or discontinue the RSU Plan at any time and the Board may, without shareholder approval, amend the vesting of any RSU, make any amendments required for favourable treatment under applicable tax laws, and make any non-material amendments to the RSU Plan.

The TSX requires approval of the RSU Plan in order to provide the Compensation Committee of the Board with the right to elect to pay benefits under the RSU Plan in the form of newly issued shares, failing which TELUS will continue to grant awards under the RSU Plan but the amendments described above will not become effective and no shares will be issuable under the RSU Plan. We are, therefore, asking shareholders to vote on the following resolution at the meeting:

“Resolved that the Restricted Share Unit Plan, and the shares issuable from treasury thereunder, be approved.”

The management proxyholders intend to vote FOR approval of the RSU Plan, except in relation to shares held by a shareholder who instructs otherwise.

If the amendments to the RSU Plan are approved by shareholders, the new plan terms will only apply to grants of RSUs after the date of shareholder approval. All existing grants will continue to be settled under terms of the RSU Plan at the time of the grant and be settled in cash, or at the election of the participant, in shares purchased in the market.

At the meeting, shareholders will be asked to approve TELUS’ Performance Share Unit Plan (PSU Plan), a medium-term incentive plan that awards executive performance share units (EPSUs) and management performance share units (MPSUs) that are pegged to the value of the Company’s shares. The purpose of the PSU Plan is to link a portion of the at-risk compensation of recipients to the share price and to promote retention. This strategy provides an opportunity for participants to acquire, through EPSUs and MPSUs, an increased ownership interest in the Company.

TELUS established the PSU Plan in 2002 for Executive Leadership Team (ELT) members and EPSUs have formed part of TELUS’ long-term incentive program for ELT members since then. The PSU Plan was extended to designated senior management team members starting in 2011. A summary of the terms of the PSU Plan is set out on page 112 and a copy of the full text of the PSU Plan was filed on SEDAR on the same date as this information circular.

Historically, payments under the PSU Plan have been in cash or, at the election of the participant, in shares purchased in the market. On February 13, 2019, the Board amended the PSU Plan to provide the Compensation Committee of the Board with the right to elect to pay benefits under the PSU Plan in the form of newly issued shares. In connection with such amendment, the PSU Plan was also amended to provide that:

·           A maximum number of 2,400,000 shares is reserved for issuance under the PSU Plan, representing approximately 0.40 per cent of the number of outstanding shares

·           The total number of shares issued to insiders within any one-year period, under the PSU Plan and all other security-based compensation arrangements (as defined by the TSX), cannot exceed 10 per cent of the issued and outstanding shares

·           The total number of shares issuable to insiders as a group under this plan, together with shares issuable to insiders under all other security-based compensation arrangements (as defined by the TSX), cannot exceed 10 per cent of the issued and outstanding shares, and

·           Shareholder approval is required for any increase in the number of shares reserved, any change to eligible participants that could increase participation by insiders, any change which would permit members of the Board who are not employees of the Company or a subsidiary to be granted awards under the PSU Plan, any material expansion of the type of awards available under the plan, any amendment to permit any transfer of EPSUs or MPSUs other than by will or applicable laws and any amendment to the amendment procedure provision of the plan.

Except as provided above, the Board, subject to any required regulatory approval, has the power to amend or discontinue the PSU Plan at any time and the Board may, without shareholder approval, amend the vesting of any EPSUs and MPSUs, make any amendments required for favourable treatment under applicable tax laws, and make any non-material amendments to the PSU Plan.

The TSX requires approval of the PSU Plan in order to provide the Compensation Committee of the Board with the right to elect to pay benefits under the PSU Plan in the form of newly issued shares, failing which TELUS will continue to grant awards under the PSU Plan but the amendments described above will not become effective and no shares will be issuable under the PSU Plan. We are, therefore, asking shareholders to vote on the following resolution at the meeting:

“Resolved that the Performance Share Unit Plan, and the shares issuable from treasury thereunder, be approved.”

The management proxyholders intend to vote FOR approval of the PSU Plan, except in relation to shares held by a shareholder who instructs otherwise.

If the amendments to the PSU Plan are approved by shareholders, the new plan terms will only apply to grants of PSUs after the date of shareholder approval. All existing grants will continue to be settled under terms of the PSU Plan at the time of the grant and be settled in cash, or at the election of the participant, in shares purchased in the market.

At the meeting, there are 13 directors proposed for election to the Board. In accordance with our independence criteria (as detailed on page 39), 12 of our 13 directors are independent. We believe that an independent board is an important governance practice that helps ensure that the Board is operating independently of management and providing oversight and making decisions in the best interests of the Company and the shareholders. Darren Entwistle is not independent, as he is also the Company’s President and Chief Executive Officer.

12 of 13 directors are independent.