Ms. Olena Lobach reports

TELUS DIGITAL FILES MANAGEMENT INFORMATION CIRCULAR AND ANNOUNCES RECEIPT OF INTERIM ORDER IN RESPECT OF ARRANGEMENT WITH TELUS CORPORATION

Telus International (Cda) Inc. (Telus Digital) has filed its management information circular and accompanying materials in connection with the special meeting of shareholders to be held virtually at 9 a.m. (Vancouver time) on Oct. 27, 2025, to consider the proposed arrangement with Telus Corp. Telus Digital also announced that on Sept. 17, 2025, the Supreme Court of British Columbia granted an interim order in respect of the arrangement, authorizing the calling and holding of the Special meeting and setting out certain procedures to follow in respect of the special meeting.

The circular provides shareholders with comprehensive information regarding 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 $4.50 (U.S.) per share, reflecting aggregate consideration of $539-million (U.S.).

Immediate and long-term value for shareholders

Telus Digital's special committee of independent directors, having consulted with management and the special committee's legal and financial advisers in evaluating the arrangement, believes the arrangement provides more immediate value to minority shareholders on a risk-adjusted basis than is expected to be realizable by Telus Digital as a stand-alone entity in the foreseeable future. The arrangement is expected to enable enhanced AI and SaaS (software-as-a-service) transformation capabilities across Telus's telecommunications, health, and agriculture and consumer goods businesses, while accelerating Telus Digital's global growth in key verticals including financial technology, gaming and technology, communications and media, and health.

Highlights:

• Unanimous board recommendation (with interested directors abstaining) following a rigorous independent special committee review process;
• $4.50 (U.S.) per share represents a 52.0-per-cent premium over the unaffected closing price of $2.96 (U.S.) per subordinate voting share on the New York Stock Exchange (the NYSE) on June 11, 2025, and a 62.6-per-cent premium over the 30-day volume-weighted unaffected average price of Telus Digital subordinate voting shares on the NYSE prior to June 12, 2025;
• Transaction valued at $539-million (U.S.) in aggregate consideration;
• Multiple consideration options for Telus Digital shareholders provide flexibility and allow future participation in Telus growth, subject to proration described below.

Pursuant to the arrangement agreement, shareholders can elect to receive one of three consideration options for each Telus Digital share: (i) $4.50 (U.S.) in cash, (ii) 0.273 of a Telus common share, or (iii) a combination of $2.25 (U.S.) in cash and 0.136 of a Telus common share. Shareholders electing options (ii) or (iii) will be subject to proration such that the aggregate consideration will include no more than 25 per cent in Telus common shares.

Independent process confirms fair value

Following an extensive independent review process, the special committee unanimously determined that the arrangement is in the best interests of Telus Digital and fair to minority shareholders. The special committee unanimously recommended the arrangement to the board of directors. The Telus Digital board of directors unanimously recommend (with interested directors abstaining) that shareholders vote in favour of the arrangement. This determination was supported by, among other considerations, a rigorous negotiation process that resulted in an increase to Telus's original offer from $3.40 (U.S.) to $4.50 (U.S.) per subordinate voting share. The reasons for the Telus Digital board's unanimous recommendation are more fully described under the headings "recommendation of the board and the special committee" and "special factors -- reasons for the arrangement" in the circular.

Strong shareholder support secured

The transaction is supported by Riel B.V. (indirectly and wholly owned by BPEA Private Equity Fund VI LP, BPEA Private Equity Fund VI LP and certain of its affiliates) (EQT), Telus Digital's largest minority shareholder. As of Sept. 12, 2025, the record date for the special meeting, following EQT's conversion of its multiple voting shares, EQT holds approximately 37.7 per cent of the outstanding subordinate voting shares of Telus Digital. All of Telus Digital's directors and officers, holding or having control or direction over approximately 2.9 per cent of the outstanding subordinate voting shares (following the conversion by EQT of its multiple voting shares), have also agreed to support the transaction.

If approved by shareholders, the transaction is expected to close at the end of October, 2025, subject to final court approval and other customary conditions for a transaction of this type. The parties have determined that no FDI regulatory approvals are required in connection with the arrangement and have therefore waived the related closing condition.

Receipt of interim order

On Sept. 17, 2025, the Supreme Court of British Columbia granted an interim order providing for the calling and holding of the special meeting and certain other matters related to the special meeting and the arrangement.

Comprehensive information available

The circular includes detailed information on:

• Terms and conditions of the arrangement agreement;
• Independent formal valuation and fairness opinions;
• Background to the transaction and negotiation process between the parties;
• Detailed rationale for the recommendations of the special committee and the board of directors;
• Voting procedures and shareholder rights.

The circular and related special meeting materials, as well as the Schedule 13E-3 transaction statement, can be found on Telus Digital's profile on SEDAR+ and on EDGAR. Telus Digital is expected to commence the mailing of the circular and related documents to shareholders shortly.

Shareholders who have not received their special meeting materials by Oct. 6, 2025, should contact their broker, investment advisor or Laurel Hill Advisory Group, at 1-877-452-7184 toll-free in North America, or call collect outside North America at 1-416-304-0211, or by e-mail at assistance@laurelhill.com.

Special meeting and voting information

The special meeting on Oct. 27, 2025, will be conducted virtually via live audio webcast. Telus Digital shareholders can access the special meeting on-line. Registered shareholders and their duly appointed proxyholders will be able to vote in real time and submit questions relevant to the special meeting at the special meeting by following the instructions set out in 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 shareholders can vote on-line, via telephone or by mail. Detailed voting instructions are included in the circular.

In order to become effective, the arrangement, among other things, must be approved by at least (a) two-thirds (66.67 per cent) of votes cast by holders of subordinate voting shares and multiple voting shares present in person or represented by proxy at the special meeting, voting together as a single class and (b) a simple majority of the votes cast by holders of subordinate voting shares (excluding Telus and its directors, senior officers and affiliates) in accordance with MI 61-101 at the special meeting.

Shareholders with questions or who need assistance voting should contact Telus Digital's strategic shareholder adviser 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 e-mail at assistance@laurelhill.com.

About Telus Digital

Telus Digital crafts unique and enduring experiences for customers and employees, and creates future-focused digital transformations that deliver value for its clients. It is the brand behind the brands. The company's global team members are both passionate ambassadors of its clients' products and services, and technology experts resolute in its pursuit to elevate their end customer journeys, solve business challenges, mitigate risks and drive continuous innovation. The company's portfolio of end-to-end, integrated capabilities include customer experience management, digital solutions, such as cloud solutions, AI-fuelled automation, front-end digital design and consulting services, AI and 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 the company operates around the world. Guided by its humanity-in-the-loop principles, the company takes a responsible approach to the transformational technologies it develops and deploys by pro-actively considering and addressing the broader impacts of the company's work.

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