THE SOCIAL CAPITALISM COMPANY 2019 INFORMATION CIRCULAR Who we are TELUS is committed to leveraging our world-leading technology to enable remarkable human outcomes in our all-connected world. We have $14.4 billion of annual revenue and 13.4 million customer connections, including 9.2 million wireless subscribers, 1.9 million high-speed Internet clients, 1.2 million residential network access lines and 1.1 million TELUS TV® customers. With the support of our talented team, we provide a wide range of communications solutions to consumers and businesses, including wireless, data, IP, voice, television, entertainment, video, and home security and automation. Through TELUS Health, we are enabling improved health outcomes for Canadians, advancing our position as the leading provider of healthcare technology solutions. TELUS International provides innovative customer experience, digital transformation and business process service solutions for clients around the globe. In support of our heartfelt philosophy to give where we live, TELUS has contributed $1.2 billion in value – through philanthropy and volunteerism – since 2000. All financial information is reported in Canadian dollars unless otherwise specified. Copyright © 2019 TELUS Corporation. All rights reserved. Certain products and services named in this information circular are trademarks. The symbols TM and ® indicate those owned by TELUS Corporation or its subsidiaries. All other trademarks are the property of their respective owners. Welcome to our shareholder meeting The TELUS annual general meeting of shareholders will be held on May 9, 2019. TELUS’ performance in 2018 reflects our team’s commitment to our customers first priority and the progression of our long- initiatives and succession planning processes, as well as standing strategy. We achieved strong operational and financial detailed information about our executive compensation results against a backdrop of a dynamic market and heightened philosophy and practices. competitive activity. Our compensation philosophy is to pay for As a shareholder, you have the right to vote your shares performance, and you will see that our compensation decisions on all the items that come before the meeting. We encourage continue to reflect this philosophy. you to exercise your right to vote and we facilitate different TELUS embraces social capitalism and uses our core business methods of voting to enable you to vote in a manner that is to serve a greater social purpose that benefits all our stakeholders, most convenient for you. from shareholders and customers to our most vulnerable citizens. We want to thank all our shareholders for your continued At TELUS, social capitalism is not supplemental to our strategy, support and confidence. TELUS remains well positioned for the but is central to what we do and why we do it. Inspired by our social future and we are committed to delivering on our long-standing purpose, our team is helping to improve the social, economic strategy and embracing our social purpose to continue bringing and health outcomes of Canadians and simultaneously driving benefits to our shareholders, customers and the communities value for our shareholders. More details on our 2018 corporate in which we live, work and serve. performance and our social purpose are included in our annual Sincerely, report, which is available at telus.com/annualreport. In the pages that follow, you will find information regarding the items of business for consideration at our upcoming annual general meeting. You will also find important highlights about our Dick Auchinleck leading corporate governance practices, including our diversity Chair of the Board Your vote is important As a shareholder, it is important that you read this material carefully and vote your shares. Please see pages 7 to 9 for detailed voting instructions and deadlines. What’s inside 2 Executive summary 33 Corporate governance 60 Executive compensation at TELUS 6 About the meeting and 53 Committee reports 61 Report to shareholders our Board 53 Audit Committee 64 Compensation discussion 6 Notice of annual general meeting 55 Corporate Governance and analysis 7 Information about voting Committee 96 Executive compensation 10 Additional information 56 Pension Committee summary 11 Business of the meeting 57 Human Resources 20 About the nominated directors and Compensation 108 TELUS equity compensation 29 Director compensation Committee plans 115 Appendix A: Terms of reference for the Board of Directors TELUS 2019 INFORMATION CIRCULAR • 1 EXECUTIVE SUMMARY Summary of the meeting Here are highlights of the Shareholder voting matters important information you Board vote For more will find in this information recommendation information circular. These highlights Appointment of Deloitte LLP as auditors FOR See page 12 do not contain all the information that you Approval of executive compensation approach FOR See page 13 should consider. Please Ratifi cation and confi rmation of the new FOR See pages 13 to 17 take the time to read the shareholder rights plan circular before you vote Approval of the Restricted Share Unit Plan FOR See page 18 your shares. Approval of the Performance Share Unit Plan FOR See page 19 Election of directors FOR each nominee See pages 11 t o 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. TELUS 2019 INFORMATION CIRCULAR • 2 EXECUTIVE SUMMARY Our director nominees You will be asked to vote on our director nominees below. Their complete director profiles, as well as details on our majority voting policy, can be found on pages 22 to 28. Board and Other Name and region Director Committee public Independent Age since Principal occupation Committee(s)1 attendance 2018 boards Expertise R.H. (Dick) Auchinleck 67 2003 Chair, TELUS Corporation n/a 100% 0 • Senior executive/strategic leadership British Columbia • Risk management • Governance • Executive compensation/HR Raymond T. Chan 63 2013 Corporate director HRC, P 100% 2 • Senior executive/strategic leadership Alberta • Risk management • Executive compensation/HR • Financial and accounting Stockwell Day 68 2011 Founder, Stockwell Day P (Chair), HRC 100% 1 • Senior executive/strategic leadership British Columbia Connex • Risk management • Governance • Governmental/regulatory affairs Lisa de Wilde 62 2015 CEO, Ontario Educational CG, P 100% 0 • Senior executive/strategic leadership Ontario Communications Authority • Governance (TVO) • Technology/industry knowledge • Governmental/regulatory affairs Darren Entwistle 56 2000 President and CEO, n/a 100% 0 • Senior executive/strategic leadership British Columbia TELUS Corporation • Technology/industry knowledge • Governance • Retail/customer experience Mary Jo Haddad 63 2014 Founder and president, HRC (Chair) 100% 1 • Senior executive/strategic leadership Ontario MJH & Associates • Risk management • Governance • Executive compensation/HR Kathy Kinloch 67 2017 President, British Columbia CG, HRC 50%2 0 • Senior executive/strategic leadership British Columbia Institute of Technology (BCIT) • Governance • Governmental/regulatory affairs • Technology/industry knowledge Christine Magee 59 2018 Co-founder and Co-chair A100%2• Senior executive/strategic leadership Ontario of Sleep Country Canada • Governance • Finance and accounting • Retail/customer experience John Manley 69 2012 Corporate director CG (Chair), P 100% 2 • Senior executive/strategic leadership Ontario • Risk management • Governance • Governmental/regulatory affairs Claude Mongeau 57 2017 Corporate director A, CG 100% 2 • Senior executive/strategic leadership Quebec • Risk management • Executive compensation/HR • Finance and accounting David Mowat 63 2016 Corporate director A (Chair), HRC 100% 0 • Senior executive/strategic leadership Alberta • Risk management • Finance and accounting • Retail/customer experience Marc Parent 58 2017 President and CEO, HRC, P 100% 1 • Senior executive/strategic leadership Ontario CAE Inc. • Risk management • Executive compensation/HR • Technology/industry knowledge Denise Pickett 53 2018 Chief Risk Offi cer and A100%0• Senior executive/strategic leadership Ontario President, Global Risk, • Executive compensation/HR