Information Circular - About TELUS

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who we are what’s inside TELUS is a leading national telecommunications company in Canada, with $10.4 billion of annual revenue and 12.7 million customer connections including 7.3 million wireless subscribers, 3.6 million wireline network access lines, 1.3 million Internet subscribers and more than 500,000 TELUS TV ® customers. TELUS provides a wide range of telecommunications products and services including wireless, data, Internet protocol (IP), voice, television, entertainment and video. In support of our community investment philosophy – we give where we live TM – TELUS, our team members and retirees have contributed more than $260 million to charitable and not-for-profit organizations and volunteered 4.2 million hours to local communities since 2000. our values . We embrace change and initiate opportunity . We have a passion for growth . We believe in spirited teamwork . We have the courage to innovate All financial information is reported in Canadian dollars unless otherwise specified. Notice of annual and special meeting 1 Board approval 1 Frequently asked questions 2 Business of the meeting 1. Report of management and consolidated financial report 8 2. Election of directors 8 3. Appointment of auditors 9 4. Approval of executive compensation approach – say on pay 9 5. Approval of the Arrangement 10 Forward-looking statements 14 Information for U.S. Shareholders 15 Other information 15 About our Board of Directors 16 Corporate governance in 2011 30 Committee reports Corporate Governance Committee 32 Pension Committee 34 Audit Committee 36 Human Resources and Compensation Committee 39 Executive compensation at TELUS 43 Report to Shareholders 44 Compensation discussion and analysis 47 Executive compensation summary 68 TELUS’ equity compensation plans 81 The Arrangement 91 Additional information 111 Consent of Scotia Capital Inc. 111 Glossary of terms 112 Appendices A: Statement of TELUS’ corporate governance practices 116 B: Terms of reference for the Board of Directors 123 C: Arrangement Resolution 125 D: Interim Order 126 E: Notice of petition 129 F: Plan of Arrangement 130 G: Division 2 of Part 8 of the Business Corporations Act (British Columbia) 141 H: Fairness Opinion 146 I: Summary of the Amended and Restated Rights Plan 151
NOTICE OF ANNUAL AND SPECIAL MEETING Notice is hereby given that the annual and special meeting of TELUS Corporation (the Company or TELUS) will be held on Wednesday, May 9, 2012 at 10:00 a.m. (MDT) at the Winspear Centre, 4 Sir Winston Churchill Square, Edmonton, Alberta, for the following purposes and to transact any other business that may properly come before the meeting and any postponement or adjournment thereof: For holders of Common Shares to: 1. receive the Company’s 2011 audited consolidated financial statements together with the report of the auditors on those statements 2. elect directors of the Company for the ensuing year 3. appoint Deloitte & Touche LLP as auditors for the ensuing year and authorize the directors to fix their remuneration 4. consider an advisory resolution on the Company’s approach to executive compensation Shareholders who cannot attend this Meeting may vote by proxy. Simply sign and return your proxy by mail or fax or submit a telephone or Internet proxy by following the instructions starting on page 2 in this Circular or the instructions on the paper proxy or voting instruction form. To be valid, proxies must be received by TELUS’ Corporate Secretary, c/o Computershare Trust Company of Canada at 9th floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, by 5:00 p.m. (EDT) on May 7, 2012 or, if the Meeting is adjourned or postponed, by 5:00 p.m. (EDT) on the second-last Business Day before the reconvened Meeting date. If you have any questions or need assistance regarding the completion and delivery of your proxy, please contact our proxy solicitation agent, The Laurel Hill Advisory Group Company, by e-mail at assistance@laurelhill.com or by telephone at 1-877-452-7184 (toll-free within Canada or the United States) or 1-416-304-0211 (for collect calls outside Canada and the United States). bOArD APPrOvAL For holders of Common Shares and Non-Voting Shares, each voting separately as a class, to: 5. consider, pursuant to an order of the Supreme Court of British Columbia dated March 20, 2012, and, if deemed advisable, pass, with or without variation, a special resolution, the full text of which is set forth in Appendix C to the accompanying information circular, approving a plan of arrangement pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving TELUS, its shareholders and the other persons named therein as set out therein. Dated at Vancouver, British Columbia on the 22nd day of March, 2012. By order of the Board of Directors Monique Mercier Senior Vice-President, Chief Legal Officer and Corporate Secretary The Board of Directors has approved in substance the content of this Circular and the sending of this Circular to the holders of Common Shares and Non-Voting Shares. DATED March 22, 2012. Monique Mercier Senior Vice-President, Chief Legal Officer and Corporate Secretary TELUS 2012 information circular . 1
Page 1: growth a passion for 2012 INFORMATI
Page 5 and 6: How can I vote if I am a non-regist
Page 7 and 8: Arrangement-related procedures and
Page 9 and 10: Ownership and voting restrictions W
Page 11 and 12: 3 APPOINTMENT Deloitte have been ou
Page 13 and 14: the best interests of TELUS and is
Page 15 and 16: voting requirements In order to be
Page 17 and 18: INFORMATION FOR U.S. SHAREHOLDERS /
Page 19 and 20: MICHELINE bOUCHArD Montreal, Quebec
Page 21 and 22: PIErrE Y. DUCrOS Montreal, Quebec,
Page 23 and 24: WILLIAM (bILL) A. MACKINNON Toronto
Page 25 and 26: The following TELUS directors serve
Page 27 and 28: Director compensation Principles Ou
Page 29 and 30: 2011 actual compensation The total
Page 31 and 32: The Corporate Secretary collates th
Page 33 and 34: The Board has also adopted a policy
Page 35 and 36: and character of an individual to b
Page 37 and 38: Governance In accordance with its m
Page 39 and 40: External auditors . oversaw the wor
Page 41 and 42: HUMAN rESOUrCES AND COMPENSATION CO
Page 43 and 44: Highlights Succession planning Succ
Page 45 and 46: CONTENTS rEPOrT TO SHArEHOLDErS ExE
Page 47 and 48: Highlighted below are some of TELUS
Page 49 and 50: EXECUTIVE COMPENSATION AT TELUS COM
Page 51 and 52: Engagement with Shareholders and st
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Total compensation at a glance Comp
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The comparator group used in 2011 i
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Step 2: Assess corporate performanc
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PVAAM is an assessment tool used to
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2011 actual compensation paid to NE
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The 2011 corporate and individual p
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At-risk pay - Robert McFarlane, Exe
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As a result, the Committee awarded
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Executive shareholdings and total e
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EXECUTIVE COMPENSATION AT TELUS Joe
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EXECUTIVE COMPENSATION AT TELUS The
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The non-compensatory change in accr
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Darren Entwistle - President and CE
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Joe Natale - Executive Vice-Preside
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Josh Blair - Executive Vice-Preside
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TELUS’ EQUITY COMPENSATION PLANS
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The Management Option Plan was esta
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The Directors Plan (Directors Share
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Other existing share equity plans I
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Change of control The Performance S
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CONTENTS THE ArrANGEMENT Background
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In addition to the Amendments descr
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. to take such actions as the Speci
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the Non-Voting Shares, but consider
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Articles and providing additional f
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Treatment of Shareholder Rights Pla
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Canadian securities law matters The
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Where TELUS receives a Dissenting S
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Holding and disposing of Common Sha
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For purposes of this discussion, a
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ADDITIONAL INFORMATION / CONSENT OF
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DRS Advice has the meaning ascribed
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Series A Right means a contingent r
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Disclose whether a majority of dire
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Board education and orientation in
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The Corporate Governance Committee,
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1. Introduction The Board is respon
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APPENDIX C: ARRANGEMENT RESOLUTION
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APPENDICES wish to appear in these
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APPENDICES No. S-122055 IN THE SUPR
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“Dissenting Shares” means the N
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(d) the Company Rights Plan shall b
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ARTICLE 5 AMENDMENTS 5.1 Amendments
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APPENDICES TELUS 2012 information c
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28.2 Incorporation of Provisions of
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APPENDIX G: DIVISION 2 OF PART 8 OF
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NOTICE OF DISSENT 242 (1) A shareho
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LOSS OF RIGHT TO DISSENT 246 The ri
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Page 2 The Special Committee and th
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Page 4 performance, general busines
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APPENDIX I: SUMMARY OF THE AMENDED
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TELUS Corporation growingonline At
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Information Circular - About TELUS

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