Information Circular - About TELUS

Meeting procedures
Who can go to the Meeting?
Anyone who owns Common Shares or Non-Voting Shares
of TELUS as of April 3, 2012, which is the Record Date for
the Meeting, can attend and be heard at the Meeting.
Who can vote at the Meeting and what
are we voting on?
If you own Common Shares as of the close of business on the
Record Date, you can cast one vote for each Common Share
you own on that date on the following:
. the election of directors
. the appointment of auditors
. the approval of the Company’s approach to executive
compensation
. the approval of a special resolution to eliminate TELUS’
dual class share structure, to be effected by way of a courtapproved
plan of arrangement (the Arrangement Resolution).
If you own Non-Voting Shares as of the close of business on the
Record Date, you can cast one vote for each Non-Voting Share
you own on that date on the Arrangement Resolution only.
What is the procedure for votes required
in respect of the Arrangement resolution?
Subject to any further order of the Supreme Court of British
Columbia (the Court), the Interim Order provides that approval
of the Arrangement Resolution will require the affirmative vote
of at least two-thirds of the votes cast by the holders of Common
Shares and at least two-thirds of the votes cast by the holders
of Non-Voting Shares, each voting separately as a class, present
in person or represented by proxy and entitled to vote at the
Meeting. If the Arrangement Resolution is approved at the
Meeting, we intend to seek the Final Order from the Court and
implement the Arrangement on the Effective Date pursuant to
the terms of the Final Order. Notwithstanding the approval
by Shareholders of the Arrangement Resolution, the Company
reserves the right in accordance with Section 298 of the BCBCA
and the Arrangement Resolution not to proceed with the
Arrangement.
2 . TELUS 2012 information circular
FrEQUENTLY ASKED QUESTIONS
How many Shareholders do you need
to reach a quorum?
We need to have at least two people present at the Meeting
who hold, or represent by proxy, in the aggregate at least
20 per cent of the issued and outstanding Shares entitled to
be voted at the Meeting. On March 16, 2012, the Company
had 174,915,546 Common Shares and 150,399,596 Non-Voting
Shares outstanding.
Does any Shareholder beneficially own 10 per cent
or more of the outstanding Common Shares or
Non-voting Shares?
No. To the knowledge of the directors and senior officers of
TELUS, as of March 16, 2012, no one beneficially owns, directly
or indirectly, or exercises control or direction over, 10 per cent or
more of the outstanding Common Shares or Non-Voting Shares.
Voting procedures
Am I a registered or non-registered Shareholder?
You are a registered Shareholder if you have a share certificate
issued in your name.
You are a non-registered Shareholder if:
1. your Shares are registered in the name of an Intermediary
(for example, a bank, trust company, trustee, investment
dealer, clearing agency or other institution); or
2. you hold your Shares through the Employee Share Purchase
Plan (the Employee Shares), for which Computershare is
the trustee.
How can I vote if I am a registered Shareholder?
As a registered Shareholder, you can vote in any of the
following ways:
. by attending the Meeting and voting in person
. by appointing someone else as proxy to attend the Meeting
and vote your Shares for you
. by completing your proxy form and returning it by fax,
mail or delivery, following the instructions on your proxy
. by phoning the toll-free telephone number shown on your
proxy form. To vote by phone, simply refer to your control
number (shown on your proxy form) and follow the
instructions. Note that you cannot appoint anyone other
than Brian Canfield and Darren Entwistle as your proxy
if you vote by phone (see page 3)
. by Internet by visiting the website shown on your proxy form.
Refer to your control number (shown on your proxy form) and
follow the online voting instructions.