TELUS Digital Reminds Shareholders to Vote IN FAVOUR of Arrangement with TELUS Corporation
TELUS Digital's independent Special Committee unanimously recommends that shareholders vote IN FAVOUR of the Arrangement
Proxy voting deadline is October 23, 2025 at 9:00 a.m. (Vancouver time)
Leading independent proxy advisory firms endorse the proposed Arrangement
US$4.50 per share represents a compelling 52.0% premium over the unaffected price on June 11, 2025 and a 62.6% premium over the 30-day volume-weighted unaffected price prior to June 12, 2025, with multiple consideration options available to shareholders
TELUS International (Cda) Inc. ("TELUS Digital") ((NYSE &, TSX:TIXT) today issued an important reminder for shareholders to vote IN FAVOUR of the proposed arrangement with TELUS Corporation ("TELUS") (TSX:T, NYSE:TU) (the "Arrangement") under which TELUS will acquire all outstanding multiple voting shares and subordinate voting shares of TELUS Digital not already owned by TELUS for US$4.50 per share, reflecting aggregate consideration of US$539 million. The special meeting of shareholders is scheduled for October 27, 2025 (the "Special Meeting").
Key Voting Reminders for Shareholders as of the Record Date of September 12, 2025:
- Special Meeting Date and Time: October 27, 2025 at 9:00 a.m. (Vancouver time)
- How to Access: Virtual meeting at www.meetings.lumiconnect.com/400-570-171-578
- Proxy Voting Deadline: 9:00 a.m. (Vancouver time) on October 23, 2025
Strong Support from Independent Proxy Advisors and Board
Leading proxy advisory firms, including Institutional Shareholder Services Inc. (ISS), have recommended shareholders vote FOR the proposed Arrangement, providing independent validation that the transaction is fair to minority shareholders and in the best interests of TELUS Digital.
As previously communicated, following an extensive independent review process, the special committee of independent directors of TELUS Digital (the "Special Committee") unanimously determined that the Arrangement is in the best interests of TELUS Digital and fair to its minority shareholders, and the Special Committee unanimously recommended to the Board of Directors of TELUS Digital (the "Board"), and the Board unanimously recommends (with interested directors abstaining) that shareholders vote IN FAVOUR of the Arrangement. All of TELUS Digital's directors and officers, and the company's largest minority shareholder, Riel B.V. (indirectly and wholly-owned by BPEA Private Equity Fund VI, L.P.1., BPEA Private Equity Fund VI, L.P.2 and certain of its affiliates) (EQT), have also agreed to support the transaction.
Don't wait—vote IN FAVOUR of the Arrangement today to ensure your voice is heard. To be counted, proxies must be received no later than 9:00 a.m. (Vancouver time) on October 23, 2025.
Voting and Special Meeting Details
The Special Meeting is scheduled on October 27, 2025 at 9:00 a.m. (Vancouver time) and will be conducted virtually via live audio webcast. TELUS Digital shareholders can access the Special Meeting by visiting: www.meetings.lumiconnect.com/400-570-171-578.
Registered shareholders and their duly appointed proxyholders can vote ahead of the Special Meeting but will also be able to vote in real time and submit questions relevant to the meeting at the Special Meeting by following the instructions set out in its management information circular (the "Circular"). Beneficial shareholders should follow the instructions provided by their intermediary to ensure their vote is counted at the Special Meeting and should arrange for their intermediary to complete the necessary steps to ensure that they receive the consideration for their shares as soon as possible following the completion of the Arrangement.
TELUS Digital's shareholders can vote online or via telephone. Detailed voting instructions are included in the Circular.
Shareholders with questions or who need assistance voting should contact TELUS Digital's strategic shareholder advisor and proxy solicitation agent, Laurel Hill Advisory Group, at 1-877-452-7184 (1-416-304-0211 for collect calls outside North America) or by email at [email protected].
Impact of Canada Post Labour Strike
Due to the Canada Post labour strike, shareholders may experience a delay in receiving physical copies of the Circular and related materials in respect of the Special Meeting. TELUS Digital's shareholders are encouraged to access the Circular and related materials electronically under TELUS Digital's profile, in Canada on SEDAR+ at www.sedarplus.com and in the United States on EDGAR at www.sec.gov, and the Envision website at www.envisionreports.com/telusdigital2025special.
Registered shareholders experiencing a delay in receiving the Circular and related materials should contact Computershare Investor Services Inc. at 1-800-564-6253 to obtain their individual control numbers in order to vote their TELUS Digital shares. Registered shareholders are encouraged to vote their TELUS Digital shares via the internet at www.investorvote.com or via telephone at 1-866-732-VOTE (8683).
Beneficial shareholders experiencing a delay in receiving the Circular and related materials should contact their broker or other intermediary for assistance in obtaining their individual control numbers in order to vote their TELUS Digital shares. Beneficial shareholders are encouraged to vote their TELUS Digital shares via the internet at www.proxyvote.com or via telephone at 1-800-474-7493 (English) or 1-800-474-7501 (French). It is recommended that any physical forms of proxy or voting instruction forms be delivered via courier to ensure that they are received in a timely manner.
Registered shareholders who wish to exercise their dissent rights in connection with the Arrangement are also cautioned to deliver their written objection to TELUS Digital by mail using a method other than Canada Post in accordance with the instructions set forth in the Circular to ensure that they are received in a timely manner.
How to Make your Consideration Election
The deadline for completing and submitting an election regarding the shareholder's preferred consideration mix is approaching. For registered shareholders, the election is due by October 22, 2025 at 9:00 a.m. (Vancouver time). Registered shareholders may send a scanned PDF of their completed Letter of Transmittal and Election Forms to [email protected]. For beneficial holders and equity compensation security holders, the deadline may be earlier or may have passed.
Each shareholder (other than the shareholders validly exercising their dissent rights and TELUS and any of its affiliates) can elect to receive in respect of all (and not a portion) of their TELUS Digital shares, at the effective time of the Arrangement: (a) US$4.50 in cash (the "Cash Consideration"), (b) 0.273 of a common share of TELUS (the "TELUS Shares" and such consideration, the "Share Consideration"), or (c) US$2.25 in cash and 0.136 of a TELUS Share (the "Combination Consideration"), for each TELUS Digital share transferred (collectively, the "Consideration"), subject to proration such that no more than 25% of the aggregate Consideration to be paid to the shareholders will consist of TELUS Shares.
Shareholders that do not validly elect to receive the Cash Consideration, the Share Consideration or the Combination Consideration by the Election Deadline will be deemed to have elected to receive the Combination Consideration as to all of the TELUS Digital shares they hold.
Please refer to the Circular and the Letter of Transmittal and Election Form for additional information.
About TELUS Digital
TELUS Digital ((NYSE &, TSX:TIXT) crafts unique and enduring experiences for customers and employees, and creates future-focused digital transformations that deliver value for our clients. We are the brand behind the brands. Our global team members are both passionate ambassadors of our clients' products and services, and technology experts resolute in our pursuit to elevate their end customer journeys, solve business challenges, mitigate risks, and drive continuous innovation. Our portfolio of end-to-end, integrated capabilities include customer experience management, digital solutions, such as cloud solutions, AI-fueled automation, front-end digital design and consulting services, AI & data solutions, including computer vision, and trust, safety and security services. Fuel iX™ is TELUS Digital's proprietary platform and suite of products for clients to manage, monitor, and maintain generative AI across the enterprise, offering both standardized AI capabilities and custom application development tools for creating tailored enterprise solutions.
Powered by purpose, TELUS Digital leverages technology, human ingenuity and compassion to serve customers and create inclusive, thriving communities in the regions where we operate around the world. Guided by our Humanity-in-the-Loop principles, we take a responsible approach to the transformational technologies we develop and deploy by proactively considering and addressing the broader impacts of our work. Learn more at: telusdigital.com
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TELUS Digital Investor Relations
Olena Lobach
[email protected]
TELUS Digital Media Relations
Ali Wilson
[email protected]
TELUS Digital Special Committee Communications
Justine Hall
FGS Longview
[email protected]
Laurel Hill
Toll-Free (North America): 1‑877‑452‑7184
Collect Calls (outside North America): +1 416-304-0211
Email: [email protected]