LEADING THE WORLD IN SOCIAL CAPITALISM 2020 information circular WE ARE THE LEADING SOCIAL CAPITALISM COMPANY TELUS is a dynamic, world-leading communications and information technology company with $14.7 billion in annual revenue and 15.2 million customer connections spanning wireless, data, IP, voice, television, entertainment, video and security. We leverage our globally leading technology to enable remarkable human outcomes. Our long-standing commitment to putting our customers first fuels every aspect of our business, making us a distinct leader in customer service excellence and loyalty. TELUS Health is Canada’s largest healthcare IT provider, and TELUS International delivers the most innovative business process solutions to some of the world’s most established brands. Driven by our passionate social purpose to connect all Canadians for good, our deeply meaningful and enduring philosophy to give where we live has inspired our team members and retirees to contribute more than $736 million and 1.4 million days of service since 2000. This unprecedented generosity and unparalleled volunteerism have made TELUS the most giving company in the world. All financial information is reported in Canadian dollars unless otherwise specified. Copyright © 2020 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 7, 2020. At TELUS, our global leadership in social capitalism involves As we confront the challenges and uncertainties of the leveraging our technology and culture to produce meaningful COVID-19 pandemic together with our customers, team members outcomes. Our commitment to social capitalism is driving our and communities, we will be using the power of technology to consistent financial and operational success, and enabling the enable our shareholders to attend our annual general meeting in positive impact we are making across the communities we serve. a virtual-only format via a live webcast. Registered shareholders In 2019, we delivered strong financial results, fuelled by the and duly appointed proxyholders will have an equal opportunity execution of our proven growth strategy and our deep belief that to attend, participate and vote at this virtual meeting from any doing well in business and doing good in our communities are location. Non-registered shareholders who have not duly appointed mutually inclusive. Our compensation philosophy is to pay for themselves as proxyholders may also virtually attend as guests. performance, and you will see that our compensation decisions Guests will be able to virtually attend and listen to the meeting but continue to reflect this philosophy. For more information on will not be able to vote or ask questions at the meeting. A summary our 2019 performance and leadership in social capitalism, visit of the information shareholders will need to attend, participate and telus.com/annualreport. vote at our virtual meeting is provided on pages 10 to 15. In the pages that follow, you will find information regarding We want to thank all our shareholders for your continued the items of business for consideration at our upcoming annual support and confidence. Inspired by our leadership in social general meeting. You will also find highlights about our leading capitalism, TELUS remains well positioned for the future and corporate governance practices, including our diversity initiatives we are committed to delivering on our long-standing strategy to and succession planning processes, as well as information about continue creating a friendly future for our shareholders, customers our executive compensation philosophy and practices. and the communities in which we live, work and serve. As a shareholder, you have the right to vote your shares on Sincerely, all the items that come before the meeting. We encourage you to exercise your right to vote and we facilitate different methods of voting to enable you to vote in a manner that is most Dick Auchinleck convenient for you. 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 10 to 15 for detailed voting instructions and deadlines. What’s inside 2 The social capitalism company 35 Corporate governance 63 Executive compensation at TELUS 4 Executive summary 56 Committee reports 64 Report to Shareholders 56 Audit Committee 9 About the meeting and 67 Compensation discussion 58 Corporate Governance our Board and analysis Committee 9 Notice of annual general meeting 99 Executive compensation 59 Pension Committee 10 Information about voting summary 60 Human Resources 16 Additional information and Compensation 107 TELUS equity compensation 17 Business of the meeting Committee plans 20 About our nominated directors 31 Director compensation 115 Appendix A: Terms of reference for the Board of Directors TELUS 2020 INFORMATION CIRCULAR • 1 THE SOCIAL CAPITALISM COMPANY Expanding our leadership in social capitalism At TELUS, we embrace social capitalism by using our core MOST GIVING business to serve a greater social purpose that benefits all of COMPANY our stakeholders, from our shareholders and customers to our most vulnerable citizens. As the leader in social capitalism, Every day, our social purpose we are helping to improve social, economic and health outcomes is brought to life by TELUS for Canadians and simultaneously creating sustainable value team members, who have a for our shareholders. strong passion for doing good in our communities. In 2019, The TELUS team continued to lead the world in its social purpose and philanthropic TELUS, our team members efforts in 2019 with the following achievements. and retirees contributed $55 million to charitable and Giving back to our communities community organizations and The TELUS team is passionate about giving back and providing support in the volunteered 1.1 million hours. communities where we live, work and serve. During our 14th annual TELUS Days of Giving®, 27,000 team members and retirees from Canada and 13,000 from around the world volunteered in numerous community events. These 40,000 participants contributed to a total of 1.1 million volunteer hours in 2019, representing a 10 per cent year-over-year increase in both participation and volunteer hours. Connecting those in need Guided by our social purpose, we are ensuring Canadians are connected to the people, information and opportunities that matter most to them and their families. In 2019, we positively impacted a cumulative 65,000 vulnerable Canadians through our Connecting for Good™ programs. We provided more than 39,000 Canadians from low-income families access to low-cost, subsidized, high-speed internet through Internet for Good™; 3,900 youth aging out of foster care with access to a free smartphone and free data plan through Mobility for Good™; and 22,000 Canadians living on the streets with access to mobile healthcare with Health for Good™. We also launched Tech for Good™ to provide customized technology hardware for people living with a disability, empowering them with better access to wireless and broadband internet. As well, we continued to evolve Internet for Good and Mobility for Good to include new Canadian refugees, and expanded Health for Good by establishing seven new strategic partnerships to deploy mobile health clinics. TELUS 2020 INFORMATION CIRCULAR • 2 THE SOCIAL CAPITALISM COMPANY Empowering vulnerable youth with technology We celebrated the first year of the TELUS Friendly Future Foundation™, which helps 65,000 youth access health and educational opportunities. Together with the TELUS Community Canadians positively Boards, the Foundation provided $8 million in support of more than 500 projects, impacted by our Connecting creating a brighter future for vulnerable youth. In addition, we evolved our fundraising for Good programs strategy, including the launch of Donate the Change™, which is a unique self-serve program that allows customers to automatically round up their monthly TELUS bill and donate the difference to the Foundation. This new program, available for both mobility and home solutions customers, was one of many unique programs launched to support 64,000 fundraising efforts for the Foundation. citizens reached through TELUS Wise workshops Helping citizens stay safe in our digital world We continued to evolve our TELUS Wise® program to help youth and adults protect their online security, privacy and reputation, and use technology responsibly. We launched our newest workshop, TELUS Wise happiness, and digitized our youth workshops to extend the program’s reach. Approximately 64,000 citizens participated in TELUS Wise 40,000 workshops in 2019. volunteers participated in During the year, we integrated our TELUS Wise program with strategic partners TELUS of Days of Giving and inspired Canadians from coast to coast to rise above cyberbullying. For example, as an extension of TELUS Wise, we launched The Code with Hockey Canada and the #EndBullying All-Stars with five Canadian Football League (CFL) teams. Good business and doing good are mutually inclusive $55 million At TELUS, we know that our leadership in social capitalism is symbiotic with our contributed to charitable and leadership in business. To us, doing well