TELUS Corporation (TSX:T) entered into a non-binding indication of interest to acquire TELUS International (Cda) Inc. (NYSE:TIXT) from Riel B.V. and others for approximately $1.4 billion on June 11, 2025. The consideration paid was $3.40 per share in cash, TELUS common shares or a combination of both. The price values TELUS Digital at $2.3 billion enterprise value on a fully diluted basis. The transaction was funded though a combination of cash on our balance sheet and debt financing. TELUS Digital?s board of directors intends to form a special committee comprised of independent directors to carefully review, evaluate and consider the Proposal. As of October 14, 2025 Institutional Shareholder Services Inc recommended TELUS Digital shareholders to vote for the proposed arrangement (the ?Arrangement?) with TELUS Corporation.

The proposal is subject to several conditions, including satisfactory completion of due diligence, negotiation of a mutually acceptable acquisition agreement, securing support from key shareholders of TELUS Digital and final approval of the TELUS Corporation board of directors. Completion of the transaction contemplated by the Proposal is subject to compliance with applicable Canadian and U.S. securities laws, including receipt of a formal valuation, unless an exemption is available, court and shareholder approval. As of July 9, 2025, no action with respect to the proposal is required by TELUS Digital shareholders at this time. As of September 1, 2025 TELUS Corporation and TELUS International (Cda) Inc. today announced that they have entered into a definitive agreement. TELUS to acquire all of the outstanding multiple voting shares and subordinate voting shares of TELUS Digital not already owned by TELUS for $4.50 per share, reflecting aggregate consideration of $539 million. The transaction has received the unanimous recommendation of a special committee of independent members of the board of directors of TELUS Digital and the unanimous approval of TELUS Digital?s Board of Directors. The purchase price of $4.50 per share will be payable by TELUS, at shareholders? election, in (i) $4.50 in cash, (ii) 0.273 of a TELUS common share, or (iii) a combination of $2.25 in cash and 0.136 of a TELUS common share. Shareholders electing alternative (ii) or (iii) will be subject to proration such that the aggregate consideration will include no more than 25% in TELUS common shares. The full TELUS Digital Board unanimously approved the transaction and determined (i) that the transaction is in the best interests of TELUS Digital and is fair to minority shareholders, and (ii) to recommend that shareholders vote in favour of the transaction. The transaction is expected to close in the fourth quarter of 2025. As on October 27, 2025, approved by TELUS Digital shareholders at a special meeting.

Jefferies LLC and Barclays is acting as exclusive financial advisor to TELUS, Peter Castiel, Amélie Metivier and Olivier Godbout of Stikeman Elliott LLP and A&O Shearman are acting as legal advisors to TELUS Corporation. The Special Committee has engaged McCarthy Tétrault LLP as its independent legal advisor and BofA Securities, Inc. as its financial advisor and fairness opinion provider in connection with the Proposal. BMO Nesbitt Burns Inc. has been engaged as independent valuator and financial advisor to the Special Committee. FGS Longview has also been retained by the Special Committee as communications counsel. Adam Givertz and Ian Hazlett of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to TELUS International (Cda) Inc. Allen & Overy LLP acted as legal advisor to TELUS Corporation. Osler, Hoskin & Harcourt LLP acted as legal advisor to TELUS Corporation. Alex Moore and Cat Youdan of Blake, Cassels & Graydon LLP acted as legal advisor to Riel B.V. Computershare Investor Services LLC acted as a transfer agent to TELUS International (Cda).

TELUS Corporation (TSX:T) completed the acquisition of TELUS International (Cda) Inc. (NYSE:TIXT) from Riel B.V. and others on October 31, 2025. A final order of the Supreme Court of British Columbia in respect of the transaction was granted on October 29, 2025. Paul Seraganian of Clifford Chance US LLP acted as legal advisor to TELUS Corporation.