UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign
Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of
February 2024
Commission File Number 001-15144
TELUS
CORPORATION
(Translation of registrant's name into English)
23rd
Floor, 510 West Georgia Street
Vancouver, British Columbia V6B 0M3
Canada
(Address of principal executive office)
Indicate by check
mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ¨
Form 40-F x
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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TELUS CORPORATION |
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By: |
/s/
Andrea Wood |
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Name: |
Andrea Wood |
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Title: |
Chief Legal and Governance Officer |
Date: February 22, 2024
Exhibit Index
Exhibit Number |
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Description of Document |
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99.1 |
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Agency
Agreement, dated February 12, 2024, among TELUS Corporation and the several agents named therein |
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99.2 |
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Indicative
Term Sheet dated February 12, 2024 for the Notes due 2031 |
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99.3 |
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Indicative Term Sheet
dated February 12, 2024 for the Notes due 2034 |
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99.4 |
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Indicative Term Sheet dated February 12, 2024 for the Notes due 2028 |
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99.5 |
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Final Term Sheet dated February 12, 2024 for the Notes due 2031 |
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99.6 |
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Final Term Sheet dated February 12, 2024 for the Notes due 2034 |
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99.7 |
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Final Term Sheet dated February 12, 2024 for the Notes due 2028 |
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99.8 |
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Press Release dated February 12, 2024 |
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99.9 |
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Forty-Eighth Series Supplemental Indenture, dated
as of February 15, 2024 among TELUS Corporation and Computershare Trust Company of Canada |
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99.10 |
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Forty-Ninth Series Supplemental Indenture, dated
as of February 15, 2024 among TELUS Corporation and Computershare Trust Company of Canada |
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99.11 |
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Fiftieth Series Supplemental Indenture, dated
as of February 15, 2024 among TELUS Corporation and Computershare Trust Company of Canada |
Exhibit 99.1
Execution Version
TELUS CORPORATION
DEBT SECURITIES
Agency Agreement
February 12, 2024
To the Agents
named in Schedule II hereto
Ladies and
Gentlemen:
TELUS
Corporation, a British Columbia company (the “Company”), proposes to appoint the agents named in Schedule II hereto
(collectively, the “Agents”, and each individually an “Agent”) as its sole and exclusive agents
to offer for sale, on a best efforts basis, up to the principal amount of its debt securities identified in Schedule I hereto (the “Securities”),
to be issued under the indenture dated as of May 22, 2001 (the “Base Indenture”) between the Company and Computershare
Trust Company of Canada (formerly Montreal Trust Company of Canada), as trustee (the “Trustee”), as supplemented by
the First Series Supplemental Indenture dated as of May 30, 2001, the Second Series Supplemental Indenture dated as of
May 30, 2001, the Third Series Supplemental Indenture dated as of May 30, 2001, the Fourth Series Supplemental Indenture
dated as of May 18, 2006, the Fifth Series Supplemental Indenture dated as of March 13, 2007, the Sixth Series Supplemental
Indenture dated as of March 13, 2007, the Seventh Series Supplemental Indenture dated as of April 9, 2008, the Eighth
Series Supplemental Indenture dated as of May 20, 2009, the Ninth Series Supplemental Indenture dated as of December 4,
2009, the Tenth Series Supplemental Indenture dated as of July 23, 2010, the Eleventh Series Supplemental Indenture dated
as of May 25, 2011, the Twelfth Series Supplemental Indenture dated as of December 11, 2012, the Thirteenth Series Supplemental
Indenture dated as of April 1, 2013, the Fourteenth Series Supplemental Indenture dated as of April 1, 2013, the Fifteenth
Series Supplemental Indenture dated as of November 26, 2013, the Sixteenth Series Supplemental Indenture dated as of November 26,
2013, the Seventeenth Series Supplemental Indenture dated as of April 4, 2014, the Eighteenth Series Supplemental Indenture
dated as of April 4, 2014, the Nineteenth Series Supplemental Indenture dated as of September 15, 2014, the Twentieth
Series Supplemental Indenture dated as of September 15, 2014, the Twenty-First Series Supplemental Indenture dated as
of March 27, 2015, the Twenty-Second Series Supplemental Indenture dated as of March 27, 2015, the Twenty-Third Series Supplemental
Indenture dated as of March 27, 2015, the Twenty-Fourth Series Supplemental Indenture dated as of December 8, 2015, the
Twenty-Fifth Series Supplemental Indenture dated as of December 8, 2015, the Twenty-Sixth Series Supplemental Indenture
dated as of March 6, 2017, the Twenty-Seventh Series Supplemental Indenture dated as of October 1, 2017, the Twenty-Eighth
Series Supplemental Indenture dated as of March 1, 2018, the Twenty-Ninth Series Supplemental Indenture dated as of March 1,
2018, the Thirtieth Series Supplemental Indenture dated as of April 3, 2019, the Thirty-First Series Supplemental Indenture
dated as of July 2, 2019, the Thirty-Second Series Supplemental Indenture dated as of December 16, 2019, the Thirty-Third
Series Supplemental Indenture dated as of December 16, 2019, the Thirty-Fourth Series Supplemental Indenture dated as
of May 29, 2020, the Thirty-Fifth Series Supplemental Indenture dated as of May 29, 2020, the Thirty-Sixth Series Supplemental
Indenture dated as of October 5, 2020, the Thirty-Seventh Series Supplemental Indenture dated as of April 5, 2021, the
Thirty-Eighth Series Supplemental Indenture dated June 28, 2021, the Thirty-Ninth Series Supplemental Indenture dated
September 13, 2022, the Fortieth Series Supplemental Indenture dated September 13, 2022, the Forty-First Series Supplemental
Indenture dated September 13, 2022, the Forty-Second Series Supplemental Indenture dated March 28, 2023, the Forty-Third
Supplemental Indenture dated June 15, 2023, the Forty-Fourth Series Supplemental Indenture dated September 8, 2023, the
Forty-Fifth Series Supplemental Indenture dated September 8, 2023, the Forty-Sixth Series Supplemental Indenture dated
September 8, 2023 and the Forty-Seventh Supplemental Indenture dated January 2, 2024 (collectively, the Base Indenture as so
supplemented, the “Original Indenture”), as further supplemented by a Forty-Eighth Series Supplemental Indenture,
a Forty-Ninth Series Supplemental Indenture and a Fiftieth Series Supplemental Indenture, each to be dated as of the Closing
Date (as defined herein) (collectively with the Original Indenture, the “Indenture”) between the Company and the Trustee.
The Company has prepared and filed with the British
Columbia Securities Commission (the “Reviewing Authority”) and the Canadian securities regulatory authorities (together
with the Reviewing Authority, the “Qualifying Authorities”) of each of the other provinces of Canada (including British
Columbia, collectively, the “Qualifying Provinces”) in accordance with National Instruments 44-101 Short Form Prospectus
Distributions (“National Instrument 44-101”) and 44-102 Shelf Distributions (“National Instrument
44-102”), and BC Instrument 44-503 Exemption from Certain Prospectus Requirements for Canadian Well-known Seasoned Issuers
issued by the Reviewing Authority and equivalent blanket orders issued by the other Qualifying Authorities, in each case as may be
amended, substituted or varied from time to time (collectively, the “WKSI Blanket Orders”), a short form base shelf
prospectus dated August 8, 2022 relating to debt securities, preferred shares, common shares, warrants to purchase equity securities,
warrants to purchase debt securities, share purchase contracts, share purchase or equity units and subscription receipts (in the English
and French languages, as applicable, the “Shelf Prospectus”) and has obtained from the Reviewing Authority a receipt
evidencing the receipt or deemed receipt, as applicable, for the Shelf Prospectus from each of the Qualifying Authorities pursuant to
Multilateral Instrument 11-102 – Passport System and National Policy 11-202 – Process for Prospectus Reviews in
Multiple Jurisdictions.
The Company will prepare and file with the Qualifying
Authorities, in accordance with National Instrument 44-102 and the WKSI Blanket Orders (collectively, the “Shelf Procedures”),
a prospectus supplement dated the date hereof to the Shelf Prospectus in respect of the offering of the Securities setting forth the
Shelf Information (as defined below) (the “Prospectus Supplement”), in both the English and French languages, by the
earlier of: (a) the date the Prospectus Supplement is first sent or delivered to a purchaser; and (b) two Business Days after
the execution and delivery of this Agreement.
The information included in the Prospectus Supplement
that is omitted from the Shelf Prospectus but that is required under the Shelf Procedures to be included in the Prospectus Supplement
is referred to as the “Shelf Information”.
The Shelf Prospectus, including the documents
and any other information expressly incorporated by reference therein, is herein referred to as the “Prospectus”,
except that when the Prospectus Supplement is furnished to the Agents for use in connection with the offering of the Securities in Canada
or filed with the Qualifying Authorities, the term “Prospectus” shall include the Prospectus Supplement, including
the documents and any other information expressly incorporated by reference therein. Any amendment to the Prospectus, any amended or
supplemental prospectus or auxiliary material, information, evidence, return, report, application, statement or document relating to
the sale of the Securities that may be filed by or on behalf of the Company under the securities laws of the Qualifying Provinces prior
to the Closing Date or, where such document is deemed to be incorporated by reference in the Prospectus, prior to the expiry of the period
of distribution of the Securities in Canada, is referred to herein collectively as the “Supplementary Material”.
The Company hereby agrees with the Agents as
follows:
| 1. | The
Company agrees to create and issue the Securities and appoint the Agents as its sole and
exclusive agents to offer for sale on a best efforts basis in reliance on the representations
and warranties herein contained, and upon and subject to the terms and conditions hereinafter
stated, up to: (i) Cdn. $500,000,000 principal amount of 5.10% Sustainability-Linked
Notes, Series CAN due February 15, 2034 (the “Series CAN Notes”)
at a price of Cdn. $996.44 per Cdn. $1,000 principal amount of Series CAN Notes plus
accrued interest, if any, from February 15, 2024 to the date of delivery; (ii) Cdn.
$700,000,000 principal amount of 4.80% Notes, Series CAO due December 15, 2028
(the “Series CAO Notes”) at a price of Cdn. $998.95 per Cdn. $1,000
principal amount of Series CAO Notes plus accrued interest, if any, from February 15,
2024 to the date of delivery; and (iii) Cdn. $600,000,000 principal amount of 4.95%
Notes, Series CAP due February 18, 2031 (the “Series CAP Notes”)
at a price of Cdn. $997.07 per Cdn. $1,000 principal amount of Series CAP Notes plus
accrued interest, if any, from February 15, 2024 to the date of delivery. The Series CAN
Notes will be issued pursuant to the Base Indenture as supplemented by the Forty-Eighth Series Supplemental
Indenture to be dated as of the Closing Date. The Series CAO Notes will be issued pursuant
to the Base Indenture as supplemented by the Forty-Ninth Series Supplemental Indenture
to be dated as of the Closing Date. The Series CAP Notes will be issued pursuant to
the Base Indenture as supplemented by the Fiftieth Series Supplemental Indenture to
be dated as of the Closing Date. |
| 2. | The Company understands that the Agents or
their affiliates will offer the Securities for sale on a best efforts basis, on behalf of
the Company in the Qualifying Provinces. |
The Agents agree to offer the Securities
only in accordance with, and in a manner permitted by, the laws of each jurisdiction in which such Securities are permitted to be offered,
as described under “Plan of Distribution” in the Prospectus Supplement. The Agents further agree, upon receipt of
the same from the Company, to send a copy of all amendments to the Prospectus to all persons to whom copies of the Prospectus are sent.
The Company covenants and agrees with
the Agents to use commercially reasonable efforts to deliver a PDF version of the Shelf Prospectus, as supplemented by the Prospectus
Supplement, to the Agents by no later than 9:30 p.m. (Eastern time) on the date hereof.
The Agents covenant and agree with
the Company that if, and only if, the Company complies with its covenant in the preceding paragraph, they will use commercially reasonable
efforts to deliver the PDF version of the Shelf Prospectus, as supplemented by the Prospectus Supplement, by electronic mail to each
purchaser of Securities by no later than 11:59 p.m. (local time) on the date hereof.
In addition, in connection with the
distribution of the Securities, each Agent (i) represents that it has not offered or sold, directly or indirectly, and agrees that
it will not, directly or indirectly, offer, sell or deliver, any of the Securities in the United States, its territories and its possessions
or to, or for the account or benefit of, a “U.S. person” (as defined in Regulation S under the U.S. Securities Act of 1933,
as amended (the “U.S. Securities Act”)) and (ii) agrees that it will include a comparable provision to clause
(i) above of this Section 2 in any sub-underwriting, banking group or selling group agreement or similar arrangement with respect
to the Securities that may be entered into by such Agent.
| 3. | Payment for the Securities shall be made by
the Agents on behalf of purchasers who have agreed to purchase Securities by wire transfer
in immediately available funds to the account specified by the Company to the Agents, which
notification shall be no later than noon on the Business Day (as defined herein) prior to
the date of payment, such payment to be made on the date and at the time and place set forth
in Schedule I hereto (or at such other time and place on the same or such other date, not
later than the fifth Business Day thereafter, as the Agents and the Company may agree in
writing). As used herein, the term “Business Day” means any day other
than a day on which banks are permitted or required to be closed in Toronto or New York.
The time and date of such payment and delivery with respect to the Securities are referred
to herein as the “Closing Date”. |
Payment for the Securities shall be
made against delivery to the nominee of the depositary specified in Schedule I hereto for the respective accounts of the several Agents
of the Securities of one or more global notes (the “Global Notes”) representing the Securities, with any transfer
taxes payable in connection with the transfer to purchasers of the Securities duly paid by the Company. Copies of the Global Notes will
be electronically transmitted (such as by use of .pdf) to counsel to the Agents for inspection by the Agents not later than 3:00 p.m. (Eastern
time) on the Business Day prior to the Closing Date.
In
return for the Agents’ services in acting as financial advisors to the Company, in assisting in the preparation of the Prospectus
Supplement (and any supplement or amendment thereto), in advising on the final terms and conditions of the Securities, participating
in and managing the sale of the Securities, in distributing the Securities, both directly and to other registered dealers and brokers,
and in performing administrative work in connection with the distribution of the Securities, the Company agrees to pay to the Agents,
at the Closing Date a fee (the “Agents’ Fee”) of (i) Cdn. $4.00 per Cdn. $1,000 principal amount of Series CAN
Notes actually sold, exclusive of any applicable goods and services tax or any similar applicable tax; (ii) Cdn. $3.00 per Cdn.
$1,000 principal amount of Series CAO Notes actually sold, exclusive of any applicable goods and services tax or any similar applicable
tax; and (iii) Cdn. $3.70 per Cdn. $1,000 principal amount of Series CAP Notes actually sold, exclusive of any applicable goods
and services tax or any similar applicable tax. Each Agent shall be entitled to receive that proportion of the remainder of the aggregate
Agents’ Fee paid by the Company in respect of the Series CAN Notes, the Series CAO Notes and the Series CAP Notes
equal to the percentage listed opposite its name in Schedule II in respect of the Series CAN Notes, the Series CAO Notes and
the Series CAP Notes, respectively.
| 4. | During
the distribution of the Securities, the Company and CIBC World Markets Inc., RBC Dominion
Securities Inc. (“RBC”) and Scotia Capital Inc. (collectively, the “Representatives”)
shall approve in writing (approval given by e-mail to be considered given in writing), prior
to such time marketing materials (as such term is defined in National Instrument 41-101 General
Prospectus Requirements (“NI 41-101”)) are provided to potential investors
resident in Canada, any marketing materials reasonably requested to be provided by the Agents
to any potential investor of the Securities, such marketing materials to comply with Canadian
Securities Laws (as defined herein). The Company shall file such marketing materials with
the Qualifying Authorities in accordance with Canadian Securities Laws. Any such filing shall
constitute the Agents’ authority to use such marketing materials in connection with
the Offering. The Company, and the Agents, on a several basis, covenant and agree not to
provide any potential investor resident in Canada with any marketing materials other than
those approved in accordance with this Section 4 and limited-use versions thereof. |
| 5. | The Company represents and warrants to each
Agent that: |
| (a) | The Company is eligible to use the Shelf
Procedures; |
| (b) | At the time of the filing of the Shelf
Prospectus, the Corporation was eligible to use the exemptions from certain prospectus requirements
set out in the WKSI Blanket Orders; |
| (c) | The Reviewing Authority has issued a receipt
evidencing the receipt or deemed receipt, as applicable, for the Shelf Prospectus from each
of the Qualifying Authorities; no Qualifying Authority or any court has issued an order preventing
or suspending the use of the Prospectus relating to the proposed offering of the Securities
or preventing the distribution of the Securities or instituted proceedings for that purpose; |
| (d) | The Company is a reporting issuer not
in default under all applicable securities laws in each of the Qualifying Provinces (where
such concept exists) and the respective rules and regulations under such laws and is
in compliance with its obligations thereunder in all material respects and there has been
no material change (within the meaning of such term under Canadian Securities Laws (as defined
herein)) relating to the Company which has occurred since December 31, 2023 and
with respect to which the requisite material change report has not been filed on a non-confidential
basis with the Qualifying Authorities, except to the extent that the offering contemplated
hereby may constitute a material change; |
| (e) | (i) As of the date thereof, the Shelf
Prospectus complied in all material respects with all applicable securities laws in each
of the Qualifying Provinces and the respective rules, regulations and blanket orders under
such laws including, without limitation, the Shelf Procedures and applicable published policy
statements of securities regulatory authorities in such provinces (collectively, the “Canadian
Securities Laws”), and, at the time of its delivery to the Agents and the Agents’
offer for sale to the public of the Securities, the Prospectus complied and will comply,
as applicable, in all material respects with the Canadian Securities Laws; (ii) the
Shelf Prospectus, as supplemented by the Prospectus Supplement, or any amendment or supplement
thereto, as of the applicable filing date, will constitute full, true and plain disclosure
of all material facts relating to the Company and the Securities and will not contain an
untrue statement of a material fact or omit to state a material fact required to be stated
therein or which is necessary to make the statements contained therein, in light of the circumstances
under which they were made, not misleading; and (iii) the documents incorporated by
reference in the Prospectus, when they were filed with the Qualifying Authorities, were prepared
in accordance with the Canadian Securities Laws in all material respects; and any further
documents so filed and incorporated by reference in the Prospectus, or any further amendment
or supplement thereto, when such documents are filed with the Qualifying Authorities, will
be prepared in accordance with the Canadian Securities Laws in all material respects; provided,
however, that the representation and warranty set forth in this clause 5(e) shall
not apply to any statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by the Agents (“Agent Information”)
expressly for use therein; |
| (f) | There are no reports or information that
in accordance with the requirements of the Canadian Securities Laws must be made publicly
available in connection with the offering of the Securities that have not been made publicly
available as required (other than reports or information required to be made public after
the date hereof pursuant to the Shelf Procedures); there are no contracts or documents required
to be filed with any Qualifying Authority in connection with the Shelf Prospectus or the
Prospectus Supplement that have not been filed as required pursuant to Canadian Securities
Laws and delivered to the Agents; |
| (g) | The
consolidated financial statements of the Company incorporated by reference in the
Prospectus present fairly the consolidated financial position of the Company and its subsidiaries
as of the dates indicated and the consolidated results of operation and the consolidated
changes in financial position of the Company and its subsidiaries for the periods specified
and such financial statements have been prepared in accordance with International Financial
Reporting Standards as issued by the International Accounting Standards Board, consistently
applied throughout the periods involved; the selected financial data included in the Prospectus
present fairly the information shown therein and have been compiled on a basis consistent
with that of the consolidated financial information included in the Prospectus; |
| (h) | Deloitte LLP, who have reported upon the
audited consolidated financial statements of the Company included in the Prospectus are,
and during the periods covered by their report were, independent with respect to the Company
within the meaning of the Business Corporations Act (British Columbia) and applicable
Canadian Securities Laws; |
| (i) | Since the respective dates as of which
information is given in the Prospectus, there has not been any material change in the capital
stock or long-term debt of the Company or any of its subsidiaries, except as set forth or
contemplated in the Prospectus, or any material adverse change in or affecting the general
affairs, assets or properties, business, prospects, results of operations or the condition
(financial or otherwise) of the Company and its subsidiaries, taken as a whole (a “Material
Adverse Effect”); and except as set forth or contemplated in the Prospectus, neither
the Company nor any of its subsidiaries has entered into any transaction or agreement (whether
or not in the ordinary course of business) material to the Company and its subsidiaries taken
as a whole; |
| (j) | The Company has been duly incorporated
and is validly existing as a corporation in good standing under the laws of the Province
of British Columbia, with corporate power and capacity to own its properties and conduct
its business as described in the Prospectus, and has been duly qualified as an extra-provincial
corporation for the transaction of business and is in good standing under the laws of each
other jurisdiction in which it owns or leases properties, or conducts any business, so as
to require such qualification, other than where the failure to be so qualified or in good
standing would not have a Material Adverse Effect; |
| (k) | TELUS Communications Inc. (“TCI”)
has been duly incorporated and is validly existing as a corporation under the laws of British
Columbia with corporate power and capacity to own its properties and conduct its business
as described in the Prospectus, and has been duly qualified as an extra-provincial corporation
or has made all necessary extra-provincial registrations for the transaction of business
and is in good standing under the laws of each jurisdiction in which it owns or leases properties
or conducts any business so as to require such qualification, other than where the failure
to be so qualified or in good standing would not have a Material Adverse Effect; and all
the outstanding shares of capital stock of TCI have been duly authorized and validly issued,
are fully-paid and non-assessable, and are owned by the Company, free and clear of all liens,
encumbrances, security interests and claims, except for any liens, encumbrances, security
interests and claims which, singly or in the aggregate, are not material to the Company and
its subsidiaries, taken as a whole; |
| (l) | TELUS
International (Cda) Inc. (“TELUS International”) has been duly
incorporated and is validly existing as a corporation under the laws of British Columbia
with corporate power and capacity to own its properties and conduct its business as described
in the Prospectus, and has been duly qualified as an extra-provincial corporation or has
made all necessary extra-provincial registrations for the transaction of business and is
in good standing under the laws of each jurisdiction in which it owns or leases properties
or conducts any business so as to require such qualification, other than where the failure
to be so qualified or in good standing would not have a Material Adverse Effect; and all
the outstanding shares of capital stock of TELUS International that are owned by the Company,
directly or indirectly, have been duly authorized and validly issued, are fully-paid and
non-assessable, and are owned by the Company, free and clear of all liens, encumbrances,
security interests and claims, except for any liens, encumbrances, security interests and
claims which, singly or in the aggregate, are not material to the Company and its subsidiaries,
taken as a whole; |
| (m) | TCI and TELUS International are the only
subsidiaries of the Company that separately own assets constituting more than 10% of the
consolidated assets of the Company and that generated sales and operating revenues that exceeded
10% of the consolidated sales and operating revenues of the Company for the year ended December 31,
2023. In addition, all of the assets, sales and operating revenues of the Company’s
other subsidiaries (other than TCI and TELUS International), together do not exceed 20% of
the Company’s total consolidated assets or 20% of the Company’s total consolidated
sales and operating revenues for the year ended December 31, 2023. The assets, sales
and operating revenues of TELUS International contributed less than 15% to the Company’s
total consolidated assets and less than 15% to the Company’s total consolidated sales
and operating revenues, as at, or for the year ended, December 31, 2023, respectively; |
| (n) | This Agreement has been duly authorized,
executed and delivered by the Company and constitutes a legal, valid and binding obligation
of the Company, subject to (i) bankruptcy, insolvency, liquidation, moratorium, reorganization,
arrangement or other laws of general application relating to or affecting the enforcement
of rights of creditors; (ii) general principles of equity, including the qualification
that equitable remedies, including, without limitation, specific performance and injunction,
may be granted only in the discretion of a court of competent jurisdiction, and the qualification
that equitable remedies may not be available in any case against the Company; (iii) statutory
and inherent powers of a court to stay proceedings before it and to grant relief from forfeiture;
and (iv) the limitation that the rights of indemnity, contribution and waiver may be
limited by applicable laws; |
| (o) | The Securities have been duly authorized,
and, when issued and delivered pursuant to this Agreement and the Indenture, will have been
duly executed, authenticated (when duly countersigned by the Trustee), issued and delivered
and will constitute valid and binding obligations of the Company, enforceable in accordance
with their terms, (except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency, liquidation, moratorium, reorganization, arrangement or other laws of general
application relating to or affecting the enforcement of rights of creditors and (ii) rights
of acceleration and the availability of equitable remedies may be limited by equitable principles
of general applicability) and entitled to the benefits provided by the Indenture; and, when
executed and delivered by the Company and the Trustee, the Indenture will constitute a valid
and binding instrument, enforceable against the Company in accordance with its terms; (except
as (i) the enforceability thereof may be limited by bankruptcy, insolvency, liquidation,
moratorium, reorganization, arrangement or other laws of general application relating to
or affecting the enforcement of rights of creditors, (ii) rights of acceleration and
the availability of equitable remedies may be limited by equitable principles of general
applicability, and (iii) rights to indemnity and contribution may be limited by applicable
law) and the Securities and the Indenture conform or will conform, in all material respects,
to the descriptions thereof in the Prospectus; |
| (p) | (i) The Original Indenture does meet,
and the Indenture and the form and terms of the Securities will meet, all legal requirements
under the Business Corporations Act (Ontario) and the Business Corporations Act
(British Columbia), and (ii) the provisions of the Business Corporations Act
(Ontario) and the Business Corporations Act (British Columbia) have been complied
with, or will have been complied with no later than the time of delivery of the Securities
by the Company, in respect of the issue, authentication (when duly countersigned by the Trustee)
and delivery of the Securities; |
| (q) | Neither the Company nor TCI is, or with
the giving of notice or lapse of time or both would be, in violation of or in default under,
its Notice of Articles, Articles or Certificate of Incorporation, as the case may be, or
any indenture, mortgage, deed of trust, loan agreement or other agreement, license or instrument
to which the Company or TCI is a party or by which either of them or any of their respective
properties is bound, except for violations and defaults which, singly or in the aggregate,
would not have a Material Adverse Effect and except as disclosed in the Prospectus; the issue
and sale of the Securities and the performance by the Company of all of its obligations under
the Securities, the Indenture and this Agreement and the consummation of the transactions
herein and therein contemplated will not conflict with or result in a breach of any of the
terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust,
loan agreement or other agreement, license or instrument to which the Company or TCI is a
party or by which the Company or TCI is bound or to which any of the property or assets of
the Company or TCI is subject, except for any conflicts, breaches or defaults which, singly
or in the aggregate, would not have a Material Adverse Effect or a material adverse effect
on the Company’s ability to issue and sell the Securities and perform all of its obligations
under the Securities, the Indenture and this Agreement and the Agents’ ability to offer
for sale the Securities, nor will any such action result in any violation of the provisions
of (i) the Notice of Articles, Articles or Certificate of Incorporation, as the case
may be, of the Company or TCI, or (ii) any applicable law or statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over the Company,
TCI or any of their respective properties, except for any violations in the case of this
clause (ii) which, singly or in the aggregate, would not have a Material Adverse Effect;
and no consent, approval, authorization, order, license, registration or qualification of
or with any such court or governmental agency or body is required for the issue and sale
of the Securities or the consummation by the Company of the transactions contemplated by
this Agreement or the Indenture, except such consents, approvals, authorizations, orders,
licenses, registrations or qualifications as have been obtained (or will be obtained prior
to the Closing Date) under Canadian Securities Laws; |
| (r) | Other
than as set forth or contemplated in the Prospectus, there are no legal or governmental investigations,
actions, suits or proceedings pending or, to the knowledge of the Company, threatened before
any court or before or by any federal, provincial, state, municipal or other governmental
or public department, commission, board, agency or body, domestic or foreign (including,
without limitation, proceedings, inquiries, or investigations of Innovation, Science
and Economic Development Canada (“ISED”) or Department of Canadian Heritage
(“Canadian Heritage”), the Canadian Radio-television and Telecommunications
Commission (the “CRTC”) or the Competition Bureau (the “Bureau”),
or arising under the Telecommunications Act (Canada) (the “Telecommunications
Act”), the Radiocommunication Act (Canada) (the “Radiocommunication
Act”), the Broadcasting Act (Canada) (the “Broadcasting Act”)
or the Competition Act (Canada) (the “Competition Act”)), against
or involving the Company or TCI or any of their respective properties or to which the Company
or TCI is or may be a party or to which any property of the Company or TCI is or may be the
subject which, singly or together with any related such determinations, would have, or would
reasonably be expected to have, a Material Adverse Effect and, to the best of the Company’s
knowledge, no such proceedings are threatened or contemplated by governmental authorities
or threatened by others; nor are there any matters under discussion with any governmental
authorities relating to taxes, governmental charges or assessments asserted by any such authority
which would have a Material Adverse Effect; |
| (s) | The Company and TCI have good leasehold
title or good and marketable title to material real property and buildings and good title
to material personal property; and all material real property held under leases are held
by the Company and TCI under valid, existing and enforceable leases, as such leases pertain
to the Company and TCI, with such exceptions as do not interfere with the use made or proposed
to be made of such property and buildings by the Company or TCI or would not, singly or in
the aggregate, have a Material Adverse Effect; and all material items of real property and
material personal property owned by the Company and TCI are held free and clear of all liens,
encumbrances and defects except such as are described or referred to in Prospectus, or such
as would not have a Material Adverse Effect; |
| (t) | No relationship, direct or indirect, exists
between or among the Company or any of its subsidiaries on the one hand, and the directors,
officers, stockholders, customers or suppliers of the Company or any of its subsidiaries
on the other hand, which is required by the Canadian Securities Laws to be described in the
Prospectus which is not so described; |
| (u) | The Company and TCI have filed all material
federal, provincial, local and foreign tax returns which have been required to be filed and
have paid all taxes shown thereon and all assessments received by them or any of them to
the extent that such taxes are material and have become due and are not being contested in
good faith; and, except as disclosed in the Prospectus, to the best of the Company’s
knowledge, there are no tax deficiencies which have been or might reasonably be expected
to be asserted or threatened against the Company or TCI which would, singly or in the aggregate,
have a Material Adverse Effect; |
| (v) | Each of the Company and TCI owns, possesses
or has adequate and enforceable rights to all licenses, permits, waivers, certificates, registrations,
consents, orders, approvals and other authorizations from, and has made all declarations
and filings with, all federal, provincial, and other governmental authorities (including
foreign regulatory agencies), all self-regulatory organizations and all courts and other
tribunals, domestic or foreign, necessary to own or lease, as the case may be, and to operate
its properties and to carry on its business as conducted as of the date hereof, except where
any failure to possess or obtain any such license, permit, waiver, certificate, registration,
consent, order, approval or other authorization or to make any such declaration or filing
or to fulfill any condition to an authorization, would not, singly or in the aggregate, have
a Material Adverse Effect, and neither the Company nor TCI has received any actual notice
of any proceeding relating to revocation or modification of any such license, permit, waiver,
certificate, registration, consent, order, approval or other authorization, except as described
in the Prospectus or where any revocation or modification would not, singly or in the aggregate,
have a Material Adverse Effect; and each of the Company and TCI is in compliance with all
laws and regulations relating to the conduct of its business as conducted as of the date
hereof, except where any non-compliance would not, singly or in the aggregate, have a Material
Adverse Effect; |
| (w) | The Company and TCI are in compliance
with each licence, permit, approval, authorization, certificate or waiver necessary to operate
its business as described in the Prospectus (“Licences”) held by them
and are not in violation of, or in default in any respect under, the applicable statutes,
ordinances, rules, regulations, orders, policies or decrees of any governmental entities,
regulatory agencies or bodies having, asserting or claiming jurisdiction over it or over
any part of its respective operations or assets, except for such violations or defaults which
would not singly or in the aggregate have a Material Adverse Effect. Except as described
in or contemplated by the Prospectus, the Licences held by the Company and TCI contain no
restrictions that are materially burdensome to the Company or its subsidiaries, taken as
a whole, except as disclosed in the Prospectus; |
| (x) | There are no existing or, to the best
knowledge of the Company, threatened labour disputes with the employees of the Company or
TCI which are likely to have a Material Adverse Effect, other than as disclosed in the Prospectus; |
| (y) | The Company and TCI (i) are in compliance
with any and all applicable foreign, federal, provincial and local laws and regulations relating
to the protection of human health and safety, the environment or hazardous or toxic substances
or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have
received all permits, licenses or other approvals required of them under applicable Environmental
Laws to conduct their respective businesses, and (iii) are in compliance with all terms
and conditions of any such permit, license or approval, except where such non-compliance
with Environmental Laws, failure to receive required permits, licenses or other approvals
or failure to comply with the terms and conditions of such permits, licenses or approvals
would not, singly or in the aggregate, have a Material Adverse Effect; any costs or liabilities
associated with compliance with Environmental Laws would not, singly or in the aggregate,
have a Material Adverse Effect; |
| (z) | Except as disclosed in the Prospectus,
to the best of the Company’s knowledge, there is no pending or threatened change in
the Communications Statutes (as defined herein) which would have a Material Adverse Effect.
“Communications Statutes” means the Telecommunications Act, the Canadian
Radio-television and Telecommunications Commission Act (Canada), the Radiocommunication
Act, the Broadcasting Act or other statutes of Canada specifically relating to the regulation
of the Canadian telecommunications industry (including for this purpose the orders, rules,
regulations, directives, decisions, notices and policies promulgated pursuant to such statutes,
including the Radiocommunication Regulations (Canada) (the “Radiocommunication
Regulations”), the Broadcasting Distribution Regulations (Canada), the Canadian
Telecommunications Common Carrier Ownership and Control Regulations (the “Ownership
Regulations”) and the Direction to the CRTC (Ineligibility of Non-Canadians) (the
“CRTC Direction”) and applicable statutes or regulations, if any, of any
province of Canada specifically relating to the regulation of the Canadian telecommunications
industry and the orders, rules, regulations, directives, decisions, notices and policies
promulgated thereunder; |
| (aa) | The Company and TCI have timely filed
all renewal applications with respect to all Licenses held by any of them, except where the
failure to file would not result in a Material Adverse Effect; no protests or competing applications
have been filed with respect to such renewal applications and nothing has come to the Company’s
attention that would lead it to conclude that such renewal applications will not be granted
by the appropriate regulatory agency or body in the ordinary course or that its Licenses
will be terminated, except where the consequence of such non-compliance, or applications
not being granted or such Licenses being terminated would not have a Material Adverse Effect;
and the Company and TCI are authorized under the Communications Statutes and the rules and
regulations promulgated thereunder to continue to provide the services which are the subject
of such renewal applications during the pendency thereof; |
| (bb) | The material business and operations
conducted and proposed to be conducted by the Company and TCI, as described in the Prospectus,
are not regulated by any federal or provincial utility or rate-regulating commission, other
than the CRTC, ISED, and the Federal Communications Commission in the areas in which
the Company or TCI conducts or proposes to conduct its material business and operations as
described in the Prospectus, and the Company and TCI are not, and based on existing regulations
will not be, required to obtain any license from any such utility or rate-regulating commission,
other than the CRTC, ISED, and the Federal Communications Commission, except where any
failure to possess or obtain any such license would not, singly or in the aggregate, have
a Material Adverse Effect; except as set forth in the Prospectus, there are no regulatory
matters required to be described in the Prospectus that are not so described therein in order
to make the statements therein not misleading; |
| (cc) | TCI and Altima Solutions Limited are
the only telecommunications common carriers (as such term is used in the Telecommunications
Act and in accordance with the Ownership Regulations) that are controlled by the Company,
and each such company is: |
| (i) | eligible to operate as a Canadian carrier
in Canada, as defined under and in accordance with the Telecommunications Act and the Ownership
Regulations; |
| (ii) | not in violation of the prohibition contained
in subsection 16(4) of the Telecommunications Act against operating in Canada as a telecommunications
common carrier unless it is eligible under Section 16 of the Telecommunications Act
to do so; and |
| (iii) | not controlled by any persons that are
not Canadian, in accordance with the meanings ascribed to the term “control”
under the Telecommunications Act and the term “Canadian” under the Ownership
Regulations; |
| (dd) | Not less than 80% of the members of the
board of directors of TCI and Altima Solutions Limited are individual Canadians, as defined
under the Ownership Regulations, and Canadians, as defined under the Ownership Regulations,
beneficially own, directly or indirectly, in the aggregate and otherwise than by way of security
only, all of the issued and outstanding voting shares, as defined under the Ownership Regulations,
of each such company; |
| (ee) | TCI is the only radiocommunication service
provider (as such term is used in the Radiocommunication Regulations) that is controlled
by the Company, and TCI: |
| (i) | is eligible to hold radio authorizations
authorizing the operation in Canada of radio apparatus, as defined under and in accordance
with the Radiocommunication Act and the Radiocommunication Regulations; |
| (ii) | is
not in violation of the prohibition contained in subsection 4(1) of the Radiocommunication
Act against operating radio apparatus in Canada, except under and in accordance with a radio
authorization issued by the Minister of Innovation, Science and Industry; |
| (iii) | is not controlled by any persons that
are not Canadian, in accordance with the meanings ascribed to the term “control”
under the Telecommunications Act and the term “Canadian” under the Ownership
Regulations; and |
| (iv) | is eligible to be issued a radio authorization
under subsection 9(1) of the Radiocommunication Regulations; |
| (ff) | TCI is Canadian, as defined under the
Ownership Regulations; |
| (gg) | TCI is the only holder of licenses to
operate broadcasting undertakings (as such term is used in the Broadcasting Act) that is
controlled by the Company, and it is: |
| (i) | eligible to hold broadcasting licenses authorizing
the operation in Canada of distribution and programming undertakings, as defined under and
in accordance with the Broadcasting Act; |
| (ii) | not in violation of the prohibition contained
in subsection 32(1) of the Broadcasting Act; and |
| (iii) | not a non-Canadian (as that term is defined
in the CRTC Direction); |
| (hh) | The Company, in respect of its ownership
of and control over TCI, is a carrier holding corporation and a qualified corporation, as
defined under the Ownership Regulations; |
| (ii) | Neither the Company nor TCI is in violation
of any judgment, decree, order, writ, law, statute, rule or regulation rendered or enacted
in Canada respecting telecommunications and the regulation within Canada of telecommunications
common carriers, as defined in the Telecommunications Act, or respecting radiocommunication
and the operation within Canada of radio apparatus, as defined in the Radiocommunication
Act, applicable to the Company or TCI, or any interpretation or policy relating thereto that
is applicable to the Company or TCI except where the consequence of such violation would
not have a Material Adverse Effect; |
| (jj) | To the best of the Company’s knowledge,
the Company and TCI own, license, possess or have adequate and enforceable rights throughout
Canada to all patents, patent licenses, trademarks, service marks and trade names necessary
to carry on their business as presently conducted (except where the failure to own, license
or possess such intellectual property rights would not, singly or in the aggregate, have
a Material Adverse Effect), and, except as described in the Prospectus, neither the Company
nor TCI has received any notice of infringement of or conflict with asserted rights of others
with respect to any patents, patent licenses, trademarks, service marks or trade names, which
would, singly or in the aggregate, result in a Material Adverse Effect; |
| (kk) | Neither the Company nor any of its subsidiaries
or affiliates has taken, nor will any of them take, directly or indirectly, any action designed
to, or that would reasonably be expected to, cause or result in the stabilization or manipulation
of the price of the Securities in order to facilitate the sale or resale of the Securities; |
| (ll) | There have been no “significant
acquisitions” since January 1, 2023 for which the Company is required, pursuant
to applicable Canadian Securities Laws, including Part 8 of National Instrument 51-102
– Continuous Disclosure Obligations to file a business acquisition report; |
| (mm) | No stamp duty, registration or documentary
taxes, duties or similar charges are payable under the laws of the Provinces of British Columbia
or Ontario or the federal laws of Canada in connection with the creation, issuance or sale
of the Securities by the Company or the authorization, execution, delivery and performance
of the Indenture and this Agreement; |
| (nn) | As
of December 31, 2023, the Company maintained effective “internal control over
financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of
the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and as defined in National Instrument 52-109 Certification of Disclosure in Issuers’
Annual and Interim Filings (“NI 52-109”)) that were designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting
principles. The Company has prepared a report of management on the issuer’s internal
control over financial reporting (as defined in rules 13a-15(f) and 15d-15(f) of
the Exchange Act) for the Company’s 2023 fiscal year and have concluded that, as of
December 31, 2023, there (i) were no significant deficiencies (except as disclosed
to the Representatives) or material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the Company’s
ability to record, process, summarize and report financial information and (ii) was
no fraud, whether or not material, that involves management or other employees who have significant
role in the Company’s internal control over financial reporting; |
| (oo) | Except
as disclosed in the Prospectus relating to the limitation on scope of design of the Company’s
“internal control over financial reporting” (as defined below) to exclude those
controls, policies and procedures of WillowTree in accordance with NI 52-109 (as defined
below), the Company maintains an effective system of “disclosure controls and procedures”
(as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act and
in NI 52-109) that is designed to ensure that material information relating to the Company
is made known to the Company’s management during the periods in respect of which reports
under the Exchange Act are being prepared. As of December 31, 2023, the Company has
carried out evaluations of the effectiveness of its disclosure controls and procedures as
required by Rule 13a-15 and Rule 15d-15 of the Exchange Act and NI 52-109, respectively; |
| (pp) | There is and has been no failure on the
part of the Company or any of the Company’s directors or officers, in their capacities
as such, to comply with any provision of the U.S. Sarbanes-Oxley Act of 2002, as amended
and the rules and regulations promulgated in connection therewith, including Section 402
related to loans and Sections 302 and 906 related to certifications; and |
| (qq) | The
Sustainability-Linked Bond Framework of the Company dated June 2021 (the “Framework”)
was prepared by the Company using reasonable assumptions, the key performance indicator chosen
as part of the Framework (namely scope 1 and scope 2 greenhouse gas emissions) is capable
of accurate measurement by the Company in accordance with the Framework, subject to the GHG
Protocol Corporate Accounting and Reporting Standard, Revised Edition (2004) and other publicly
available data sources used by the Company to calculate greenhouse gas emissions, in each
case as may be amended from time to time, and the Company has provided all of the relevant
information reasonably requested by Sustainalytics in order to allow Sustainalytics to issue
its second party opinion that the Framework aligns with the Sustainability-Linked Bond Principles
2020 (the “Principles”). The second party opinion provided by Sustainalytics
dated June 11, 2021, as extended (the “Second Party Opinion”) to
the effect that the Framework aligns with the Principles has not been withdrawn or been subject
to adverse revision by Sustainalytics, and the Company has not have received notice from
Sustainalytics of (A) any intended or potential withdrawal or adverse revision by Sustainalytics
of such opinion, or (B) any review by Sustainalytics for a possible withdrawal or adverse
revision of such opinion. |
| 6. | The Company covenants and agrees with each
of the several Agents as follows: |
| (a) | To comply with the requirements of the
Shelf Procedures; to file the Prospectus Supplement in each of the Qualifying Provinces within
the time periods required by applicable Canadian Securities Laws; to notify the Agents promptly
in writing (i) when any supplement to the Prospectus or any amended Prospectus shall
have been filed; (ii) of any request by any Qualifying Authority to amend the Prospectus
or to provide additional information; and (iii) of the issuance by any Qualifying Authority
of any order having the effect of ceasing or suspending the distribution of the Securities
or the trading in the Securities, or of the institution or, to the knowledge of the Company,
threatening of any proceedings for any such purpose. The Company will use every reasonable
effort to prevent the issuance of any order preventing or suspending the use of the Prospectus
or any order ceasing or suspending the distribution of the Securities or the trading in the
Securities and, if any such order is issued, to obtain a revocation thereof at the earliest
possible time; |
| (b) | Not to file or to make, at any time, any
amendment or supplement to the Shelf Prospectus that the Agents shall not have previously
been advised of and furnished with a copy of or that the Agents shall have reasonably objected
to; |
| (c) | To furnish to the Agents, without charge:
(i) at the time of filing the Prospectus Supplement, the Prospectus printed in the English
language signed on behalf of the Company and its directors in the manner required by the
Canadian Securities Laws, together with copies of any contract or documentation supplemental
thereto required to be filed under the applicable laws of any of the Canadian provinces;
(ii) at the time of filing the Prospectus Supplement with the Autorité des marchés
financiers, the Prospectus (and any supplements or amendments thereto) printed in the French
language signed on behalf of the Company and its directors in the manner required by the
laws of the Province of Quebec, together with copies of any contract or documentation supplemental
thereto required to be filed under the applicable laws of the Province of Quebec; and (iii) during
the period mentioned in paragraph (d) below the Agents’ reasonable requirements
of commercial copies of the Prospectus (and any amendments thereto) printed in the English
and French languages, as applicable; |
| (d) | If, during such period after the first
date of the public offering of the Securities as in the opinion of counsel for the Company,
the Prospectus is required by law to be delivered in connection with sales by an Agent or
dealer, any event shall occur or condition exist as a result of which it is necessary to
amend or supplement the Prospectus in order to comply with applicable law, forthwith notify
the Agents, or if, in the opinion of counsel for the Agents, it is necessary to amend or
supplement the Prospectus to comply with applicable law, in either case, subject to paragraph
(b) above, to forthwith prepare, file with the Qualifying Authorities and furnish, at
its own expense, to the Agents and to the dealers (whose names and addresses the Agents will
furnish to the Company in writing) to which Securities may have been sold by the Agents and
to any other dealers upon written request, either amendments or supplements to the Prospectus
so that the statements in the Prospectus so amended or supplemented will comply with the
applicable law; |
| (e) | Until the distribution of the Securities
is completed, to file all documents required to be filed with the Qualifying Authorities
under applicable Canadian Securities Laws; |
| (f) | To fulfill and comply with, as soon as
possible and in any event not later than the earlier of: (i) the date the Prospectus
Supplement is first sent to a purchaser; and (ii) two Business Days after the execution
and delivery of this Agreement, the requirements of the Canadian Securities Laws to be fulfilled
or complied with to enable the Securities to be lawfully distributed in the Qualifying Provinces
through the Agents or any other investment dealers or brokers registered as such in the Canadian
provinces and acting in accordance with the terms of their registrations and the Canadian
Securities Laws; |
| (g) | During the period beginning on the date
hereof and continuing to and including the Business Day following the Closing Date, not to
offer, sell, contract to sell or otherwise dispose of any debt securities of or guaranteed
by the Company which are substantially similar to the Securities; |
| (h) | To use the net proceeds received by the
Company from the sale of the Securities pursuant to this Agreement in the manner specified
in the Prospectus under the caption “Use of Proceeds”; and |
| (i) | Whether or not the transactions contemplated
in this Agreement are consummated or this Agreement is terminated, to pay or cause to be
paid all costs and expenses incidental to the performance of its obligations hereunder, including
without limiting the generality of the foregoing, the fees and disbursements of counsel to
the Agents and all costs and expenses (i) incidental to the preparation, issuance, execution,
authentication and delivery of the Securities, including any expenses of the Trustee, (ii) incidental
to the preparation, printing and filing under the Canadian Securities Laws of the Prospectus
(including all exhibits, amendments and supplements thereto), (iii) payable in connection
with the registration or qualification and determination of eligibility for investment of
the Securities under the laws of such jurisdictions as the Agents may designate, (iv) payable
in connection with the printing (including word processing and duplication costs) and delivery
of this Agreement and the Indenture and the furnishing to Agents and dealers of copies of
the Prospectus, including mailing and shipping, as herein provided, (iv) payable to
rating agencies in connection with the rating of the Securities, (v) incurred by the
Company in connection with a “road show” presentation to potential investors
and (vi) of any transfer agent. |
| 7. | The several obligations of the Agents hereunder
shall be subject to the following conditions: |
| (a) | The representations and warranties of
the Company contained herein are true and correct on and as of the Closing Date as if made
on and as of the Closing Date and the Company shall have complied with all agreements and
all conditions on its part to be performed or satisfied hereunder at or prior to the Closing
Date; |
| (b) | At the Closing Date, no order having the
effect of ceasing or suspending the distribution of the Securities or the trading in any
other securities of the Company shall have been issued and not rescinded, revoked or withdrawn
by any securities commission, securities regulatory authority or stock exchange in Canada
or the United States and no proceedings for that purpose shall have been instituted or pending
or, to the knowledge of the Company, shall be contemplated by any securities commission,
securities regulatory authority or stock exchange in Canada or the United States; any request
on the part of any Qualifying Authority for additional information shall have been complied
with or withdrawn; and the Prospectus Supplement containing the Shelf Information shall have
been filed with the Qualifying Authorities in accordance with the Shelf Procedures; |
| (c) | Subsequent to the execution and delivery
of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading,
nor shall any notice referring to the Company have been given by any “nationally recognized
statistical rating organization”, as such term is defined in Section 3(a)(62)
of the Exchange Act, or any “designated rating organization,” as such term is
defined in National Instrument 41-101 of (i) any downgrading, (ii) any intended
or potential downgrading, or (iii) any review for a possible change that does not indicate
the direction of the possible change in the rating accorded any securities of or guaranteed
by the Company; |
| (d) | The Prospectus, as supplemented or amended
by any prospectus supplement or amendment, does not contain, as of the Closing Date, any
untrue statement of material fact or omit to state a material fact that is required to be
stated or that is necessary to make a statement not misleading in light of the circumstances
in which it was made (other than in respect of any Agent Information); |
| (e) | The Agents shall have received on and
as of the Closing Date a certificate of an executive officer of the Company, with specific
knowledge about the Company’s financial matters, satisfactory to the Agents to the
effect set forth in Sections 7(a), 7(b), 7(c), and 7(d) (with respect to the respective
representations, warranties, agreements and conditions of the Company) and to the further
effect that there has not occurred any development involving a Material Adverse Effect from
that set forth or contemplated in the Prospectus; |
| (f) | The
Agents shall have received on the filing date of the Prospectus Supplement: |
| (i) | opinions of Norton Rose Fulbright Canada
LLP, counsel to the Company, dated as of the relevant filing date, to the effect that the
French language version of each of (a) the Shelf Prospectus (other than the “Earnings
Coverage Ratios” section of the Shelf Prospectus (the “Prospectus Financial
Section”)), (b) the Prospectus Supplement (other than the “Consolidated
Capitalization” and “Earnings Coverage Ratios” sections of the Prospectus
Supplement (collectively, the “Supplement Financial Sections”, and together
with the Prospectus Financial Section, the “Financial Sections”)), (c) the
indicative term sheets in respect of each of the Series CAN Notes, the Series CAO
Notes and the CAP Notes (collectively, the “Indicative Term Sheets”) expressly
incorporated by reference in the Prospectus Supplement; and (d) the final term sheets
in respect of each of the Series CAN Notes, the Series CAO Notes and the CAP Notes
(collectively, the “Final Term Sheets”), expressly incorporated by reference
in the Prospectus Supplement, is in all material respects a complete and proper translation
of the English language version of each of the Shelf Prospectus, the Prospectus Supplement,
the Indicative Term Sheets, and the Final Term Sheets, as the case may be; and |
| (ii) | opinions of Borden Ladner Gervais LLP,
Quebec translation counsel to the Company, dated as of such respective filing dates, to the
effect that the French language version of each of (a) the annual information form of
the Company dated February 9, 2024 (the “2023 AIF”), and (b) the
information circular of the Company dated March 8, 2023 (the “2023 Circular”),
are in all material respects a complete and proper translation of the English language version
of the 2023 AIF and the 2023 Circular, as the case may be. |
| (g) | The Agents shall have received on the
respective filing dates of the documents listed in Section 7(f) above an opinion
of Deloitte LLP, auditors of the Company, dated as of such respective filing dates, to the
effect that the French language version of each of (a) the Financial Sections, (b) the
audited consolidated financial statements of the Company as at and for the year ended December 31, 2023,
together with the report of the independent registered chartered accountants thereon and
the notes thereto, and (c) Management’s Discussion and Analysis of financial results
of the Company for the year ended December 31, 2023, contained or incorporated
by reference in the Shelf Prospectus, as supplemented by the Prospectus Supplement, includes
the same information and in all material respects carries the same meaning as the English
language version thereof; |
| (h) | The
Agents shall have received on the Closing Date an opinion of Norton Rose Fulbright Canada
LLP, Canadian counsel for the Company, or certain other Canadian counsel for the Company
reasonably acceptable to the Agents in substantially the form of Annex A-1 hereto including
regarding compliance with all the laws of the Province of Quebec relating to the use
of the French language in connection with the distribution of the Securities, subject to
appropriate limitations and qualifications, dated the Closing Date; the opinion of Norton
Rose Fulbright Canada LLP described in this Section 7(h) shall be rendered to the
Agents at the request of the Company and shall so state therein, provided that such counsel
may rely on opinions of counsel to the Company in jurisdictions where such counsel is not
licensed to practice; |
| (i) | The
Agents shall have received on the Closing Date an opinion of the Vice President –
Telecom Policy & Chief Regulatory Legal Counsel of the Company dated the Closing
Date, in substantially the form of Annex B-1 hereto, and a certificate of the Vice President
– Telecom Policy & Chief Regulatory Legal Counsel of the Company dated the
Closing Date, in substantially the form of Annex B-2 hereto. Such opinion shall be rendered
to the Agents at the request of the Company and shall so state therein; |
| (j) | On the date hereof and on the Closing
Date, Deloitte LLP shall have furnished to the Agents a letter, dated such date, in form
and substance satisfactory to the Agents, containing statements and information of the type
customarily included in accountants “comfort letters” to underwriters with respect
to the financial statements and certain financial information contained or incorporated by
reference in the Prospectus; |
| (k) | The Agents shall have received on and
as of the Closing Date an opinion of Osler, Hoskin & Harcourt LLP, Canadian counsel
to the Agents, with respect to the validity of the Indenture and the Securities, the Prospectus
and other related matters as the Agents may reasonably request, and such counsel shall have
received such papers and information as they may reasonably request to enable them to pass
upon such matters, provided that such counsel may rely on opinions of counsel to the Company
for jurisdictions where such counsel is not licensed to practice; and |
| (l) | On or prior to the Closing Date, the Company
shall have furnished to the Agents such further certificates and documents as the Agents
shall reasonably request. |
| 8. | The Company agrees to indemnify and hold harmless
each Agent, each affiliate of any Agent which assists such Agent in the distribution of the
Securities and each person, if any, who controls any Agent within the meaning of either Section 15
of the U.S. Securities Act or Section 20 of the Exchange Act, and each of their respective
directors, officers, employees, agents, and affiliates from and against any and all losses
(other than loss of profits), claims, damages and liabilities (including, without limitation,
the legal fees and other expenses incurred in connection with any suit, action or proceeding
or any claim asserted) caused by any untrue statement or alleged untrue statement of a material
fact contained in the Prospectus (as amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages or liabilities are
caused by any untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with information relating to any Agent furnished to the Company
in writing by such Agent. |
In no event shall the indemnity provided
in this Section 8 enure to the benefit of any person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the U.S. Securities Act) from any person who was not guilty of such fraudulent misrepresentation.
Each Agent agrees, severally and not
jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Prospectus, each person who controls
the Company within the meaning of Section 15 of the U.S. Securities Act and Section 20 of the Exchange Act, its officers, employees,
agents and affiliates to the same extent as the foregoing indemnity from the Company to each Agent, but only with reference to information
relating to such Agent furnished to the Company in writing by such Agent expressly for use in the Prospectus and any amendment or supplement
thereto.
If any suit, action, proceeding (including
any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnity
may be sought pursuant to either of the first or third paragraphs of this Section 8, such person (the “Indemnified Person”)
shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Person”) in writing,
and the Indemnifying Person, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified
Person to represent the Indemnified Person and any others the Indemnifying Person may designate in such proceeding and shall pay the
fees and expenses of such counsel related to such proceeding and all such fees and expenses shall be reimbursed as they are incurred.
In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually
agreed to the contrary, (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory
to the Indemnified Person, or (iii) the named parties in any such proceeding (including any impleaded parties) include both the
Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual
or potential differing interests between them. It is understood that the Indemnifying Person shall not, in connection with any proceeding
or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any
local counsel) for all Indemnified Persons. Any such separate firm for the Agents, each affiliate of any Agent which assists such Agent
in the distribution of the Securities and such control persons of Agents shall be designated in writing by the first of the named Agents
on Schedule II hereto and any such separate firm for the Company, its directors, its officers who sign the Prospectus and such control
persons of the Company or authorized representatives shall be designated in writing by the Company. The Indemnifying Person shall not
be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be
a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify any Indemnified Person from and against any loss or liability
by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested
an Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel for which the Indemnified Person is entitled
to be reimbursed in accordance with this paragraph, the Indemnifying Person agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such Indemnifying
Person of the aforesaid request, and (ii) such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance
with such request prior to the date of such settlement. No Indemnifying Person shall, without the prior written consent of the Indemnified
Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been
a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (i) includes an unconditional
release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding, and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.
If the indemnification provided for
in the first and third paragraphs of this Section 8 is unavailable to an Indemnified Person or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses,
claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company
on the one hand and the Agents on the other hand from the offering of the Securities, or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company on the one hand and the Agents on the other in connection with
the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the Agents on the other shall be deemed to be in the same respective
proportions as the net proceeds from the offering of such Securities (before deducting expenses) received by the Company and the aggregate
fee payable by the Company to the Agents bear to the aggregate public offering price of the Securities. The relative fault of the Company
on the one hand and the Agents on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company
or by the Agents and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission.
The Company and the Agents agree that
it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even
if the Agents were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Person as a result of
the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this Section 8, in no event shall an Agent be required to
contribute any amount in excess of such aggregate fee or any portion of such fee actually received. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the U.S. Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The Agents’ obligations to contribute pursuant to this Section 8 are several
in the percentages set forth opposite their names in Schedule II hereto, and not joint.
The remedies provided for in this Section 8
are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in
equity.
The indemnity and contribution agreements
contained in this Section 8 and the representations and warranties of the Company set forth in this Agreement shall remain operative
and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf
of any Agent or any person controlling any Agent or by or on behalf of the Company, its officers or directors or any other person controlling
the Company, and (iii) acceptance of and payment for any of the Securities.
| 9. | Notwithstanding anything herein contained,
any Agent (each, a “Terminating Agent”) may, in its absolute discretion,
terminate its obligations under this Agreement, by notice given to the Company and the Representatives
(or, if the Terminating Agent is one of the Representatives, to the Company and the other
Representatives), if (a) after the execution and delivery of this Agreement and prior
to the Closing Date (i) trading generally shall have been suspended or materially limited
on or by, as the case may be, either of the New York Stock Exchange or the Toronto Stock
Exchange, (ii) trading of any securities of or guaranteed by the Company shall have
been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium
on commercial banking activities in New York shall have been declared by either Federal or
New York State authorities or in Canada by the Canadian federal or provincial authorities,
or there shall have occurred a material disruption in commercial banking or securities settlement
or clearance services, in Canada or the United States, (iv) there shall have occurred,
developed or come into effect any event, action, state, condition, or major financial occurrence
of national or international consequence or any law or regulation, any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis, including as
result of COVID-19 only to the extent that there are material adverse developments related
thereto after the date of this Agreement, that, in the judgment of that Terminating Agent
is material and adverse to the financial markets in Canada or the United States or (v) there
shall have occurred a Material Adverse Effect and (b) the occurrence of any of the events
specified in clauses (a)(i) through (v) above makes it, in the judgment of
that Terminating Agent impracticable to market the Securities on the terms and in the manner
contemplated in the Prospectus, or to enforce contracts for the sale of the Securities. |
The rights of termination contained
in this Section 9 may be exercised by any of the Agents and are in addition to any other rights or remedies any of the Agents may
have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated
by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of the Terminating
Agent to the Company or on the part of the Company to the Terminating Agent except in respect of any liability which may have arisen
prior to or arise after such termination under Sections 8 and 10 (and, for clarity, the Terminating Agent will not be entitled
to any portion of the fee payable by the Company pursuant to Section 3). A notice of termination given by an Agent under this Section 9
shall not be binding upon any other Agent.
Upon the delivery of a notice of termination
by a Terminating Agent under this Section 9, the Company may, in its absolute discretion, proceed with the sale of Securities in
accordance with the terms of this Agreement with the remaining Agents or terminate this Agreement.
| 10. | If this Agreement shall be terminated by the
Agents, or any of them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, or if for any reason
the Company shall be unable to perform its obligations under this Agreement or any condition
of the Agents’ obligations cannot be fulfilled, the Company agrees to reimburse the
Agents or such Agents as have so terminated this Agreement with respect to themselves, severally,
for all out-of-pocket expenses (including the fees and expenses of their counsel) reasonably
incurred by such Agents in connection with this Agreement or the offering of Securities.
The Agents or such Agents as have so terminated this Agreement will provide the Company with
invoices in respect of any such out-of-pocket expenses to be reimbursed. |
| 11. | This Agreement shall enure to the benefit
of and be binding upon the Company, and each Agent, and to the extent provided for in Section 8,
each person referred to in such section, and in each case, their respective successors and
assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed
to give any other person, firm or corporation any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein contained. |
| 12. | RBC
is hereby authorized by each of the other Agents to act on its behalf and the Company shall
be entitled to and shall act on any notice given in accordance with this Section 12
or agreement entered into by or on behalf of the Agents by RBC which represents and warrants
that it has irrevocable authority to bind the Agents, except in respect of any consent to
a settlement pursuant to Section 8, which consent shall be given by the Indemnified
Person, or a notice of termination pursuant to Section 9, which notice may be given
by any of the Agents. RBC shall consult with the other Agents concerning any matter in respect
of which it acts as representative of the Agents. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or transmitted
by any standard form of telecommunication. Notices to the Agents shall be given on their
behalf to: RBC Dominion Securities Inc., Royal Bank Plaza, 200 Bay Street, 2nd
Floor, Toronto, Ontario, M5J 2W7 (email: Patrick.MacDonald@rbccm.com). Notices to the Company
shall be given to it at 510 W. Georgia St., 23rd Floor, Vancouver, British Columbia V6B 0M3,
Attention: Senior Vice-President and Treasurer (email: treasury@telus.com). |
| 13. | (a) In the event that any Agent that is
a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special
Resolution Regime (as defined below), the transfer from such Agent of this Agreement, and
any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement,
and any interest and obligation in or under this Agreement, were governed by the laws of
the United States or a state of the United States. |
(b) In
the event that any Agent that is a Covered Entity or a Covered Affiliate (as defined below) of any such Agent becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Agent
are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime
if this Agreement were governed by the laws of the United States or a state of the United States.
(c) As
used in this Section:
| (i) | “Covered Affiliate” has the
meaning assigned to the term “affiliate” in, and shall be interpreted in accordance
with, 12 U.S.C. § 1841(k). |
(ii) “Covered
Entity” means any of the following:
| (A) | a “covered entity” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); |
| (B) | a “covered bank” as that term
is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or |
| (C) | a “covered FSI” as that term
is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). |
| (iii) | “Default Right” has the meaning
assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable. |
| (iv) | “U.S. Special Resolution Regime”
means each of (i) the U.S. Federal Deposit Insurance Act and the regulations promulgated
thereunder and (ii) Title II of the U.S. Dodd-Frank Wall Street Reform and Consumer
Protection Act and the regulations promulgated thereunder. |
| 14. | This Agreement may be executed in counterparts
and delivered by facsimile or other electronically transmitted format, each of which shall
be deemed to be an original and all of which together shall constitute one and the same instrument. |
| 15. | This Agreement shall be governed by and construed
in accordance with the laws of the Province of Ontario, without giving effect to the conflicts
of laws provisions thereof. |
[Remainder of this page intentionally
left blank]
Very truly yours,
|
TELUS
CORPORATION |
|
|
|
By: |
/s/
Doug French |
|
|
Name: |
Doug French |
|
|
Title: |
Executive Vice-President and Chief Financial Officer |
|
|
|
|
By: |
/s/
Andrea Wood |
|
|
Name: |
Andrea Wood |
|
|
Title: |
Chief Legal and Governance Officer |
EXECUTION PAGE –
AGENCY AGREEMENT
Accepted: February 12,
2024.
CIBC
WORLD MARKETS INC. |
|
|
|
By: |
/s/
Sean Gilbert |
|
|
Name:
Sean Gilbert |
|
|
Title:
Managing Director and Global Co-Head, Debt Capital Markets |
|
RBC DOMINION SECURITIES INC. |
|
|
|
By: |
/s/ Patrick MacDonald |
|
|
Name: Patrick MacDonald |
|
|
Title: Managing Director |
|
SCOTIA CAPITAL INC. |
|
|
|
By: |
/s/ Michal Cegielski |
|
|
Name: Michal Cegielski |
|
|
Title: Managing Director & Head, Debt Capital Markets |
|
BMO NESBITT BURNS INC. |
|
|
|
By: |
/s/ Kris Somers |
|
|
Name: Kris Somers |
|
|
Title: Managing Director |
|
TD SECURITIES INC. |
|
|
|
By: |
/s/ Abeed Ramji |
|
|
Name: Abeed Ramji |
|
|
Title: Managing Director |
|
DESJARDINS SECURITIES INC. |
|
|
|
By: |
/s/ Ryan Godfrey |
|
|
Name: Ryan Godfrey |
|
|
Title: Managing Director |
|
EXECUTION PAGE – AGENCY AGREEMENT
NATIONAL
BANK FINANCIAL INC. |
|
|
|
By: |
/s/
John Carrique |
|
|
Name:
John Carrique |
|
|
Title:
Managing Director |
|
J.P.
MORGAN SECURITIES CANADA INC. |
|
|
|
By: |
/s/
Adeel Kheraj |
|
|
Name:
Adeel Kheraj |
|
|
Title:
Executive Director |
|
WELLS
FARGO SECURITIES CANADA, LTD. |
|
|
|
By: |
/s/
Darin Deschamps |
|
|
Name:
Darin Deschamps |
|
|
Title:
Managing Director |
|
SMBC
NIKKO SECURITIES CANADA, LTD. |
|
|
|
By: |
/s/
David Kee |
|
|
Name:
David Kee |
|
|
Title:
Chief Executive Officer |
|
ATB
SECURITIES INC. |
|
|
|
By: |
/s/
Andrew Becker |
|
|
Name:
Andrew Becker |
|
|
Title:
Managing Director |
|
EXECUTION PAGE – AGENCY AGREEMENT
SCHEDULE I
SERIES CAN NOTES
Title of Securities: |
5.10% Sustainability Linked Notes, Series CAN due February 15,
2034 (the “Series CAN Notes”).
The Series CAN Notes are “Sustainability-Linked
Bonds” issued in accordance with the Framework.
|
Aggregate principal amount: |
Cdn. $500,000,000
|
Price to Public: |
Cdn.
$996.44 per Cdn. $1,000 principal amount of Series CAN Notes.
|
Indenture: |
Indenture
dated as of May 22, 2001 between the Company and Computershare Trust Company of Canada (formerly Montreal Trust Company of Canada)
as Trustee, as supplemented by the First Series Supplemental Indenture dated as of May 30, 2001, the Second Series Supplemental
Indenture dated as of May 30, 2001, the Third Series Supplemental Indenture dated as of May 30, 2001, the Fourth Series Supplemental
Indenture dated as of May 18, 2006, the Fifth Series Supplemental Indenture dated as of March 13, 2007, the Sixth Series Supplemental
Indenture dated as of March 13, 2007, the Seventh Series Supplemental Indenture dated as of April 9, 2008, the Eighth
Series Supplemental Indenture dated as of May 20, 2009, the Ninth Series Supplemental Indenture dated as of December 4,
2009, the Tenth Series Supplemental Indenture dated as of July 23, 2010, the Eleventh Series Supplemental Indenture dated
as of May 25, 2011, the Twelfth Series Supplemental Indenture dated as of December 11, 2012, the Thirteenth Series Supplemental
Indenture dated as of April 1, 2013, the Fourteenth Series Supplemental Indenture dated as of April 1, 2013, the Fifteenth
Series Supplemental Indenture dated as of November 26, 2013, the Sixteenth Series Supplemental Indenture dated as of November 26,
2013, the Seventeenth Series Supplemental Indenture dated as of April 4, 2014, the Eighteenth Series Supplemental Indenture
dated as of April 4, 2014, the Nineteenth Series Supplemental Indenture dated as of September 15, 2014, and the Twentieth
Series Supplemental Indenture dated as of September 15, 2014, the Twenty-First Series Supplemental Indenture in respect
of the Series CS Notes dated as of March 27, 2015, the Twenty-Second Series Supplemental Indenture in respect of the Series CT
Notes dated as of March 27, 2015, the Twenty-Third Series Supplemental Indenture in respect of the Series CU Notes dated
as of March 27, 2015, the Twenty-Fourth Series Supplemental Indenture in respect of the Series CV Notes dated as of December 8,
2015, the Twenty-Fifth Series Supplemental Indenture in respect of the issuance of additional Series CP Notes dated as of December 8,
2015, the Twenty-Sixth Series Supplemental Indenture in respect of the CW Notes dated as of March 6, 2017, the Twenty-Seventh
Supplemental Indenture dated as of October 1, 2017, the Twenty-Eighth Series Supplemental Indenture in respect of the Series CX
Notes dated as of March 1, 2018, the Twenty-Ninth Series Supplemental Indenture in respect of the issuance of additional Series CW
Notes dated as of March 1, 2018, the Thirtieth Series Supplemental Indenture in respect of the Series CY Notes dated as
of April 3, 2019, the Thirty-First Series Supplemental Indenture in respect of the Series CZ Notes dated as of
July 2, 2019, the Thirty-Second Series Supplemental Indenture in respect of the Series CAA Notes dated as of December 16,
2019, the Thirty-Third Series Supplemental Indenture in respect of the Series CAB Notes dated as of December 16, 2019,
the Thirty-Fourth Series Supplemental Indenture in respect of the issuance of additional Series CAB Notes dated as of May 29,
2020, the Thirty-Fifth Series Supplemental Indenture in respect of the Series CAC Notes dated as of May 29, 2020, the
Thirty-Sixth Series Supplemental Indenture in respect of the Series CAD Notes dated as of October 5, 2020, the Thirty-Seventh
Series Supplemental Indenture in respect of the Series CAE Notes dated as of April 5, 2021, the Thirty-Eighth Series Supplemental
Indenture in respect of the Series CAF Notes dated June 28, 2021, the Thirty-Ninth Series Supplemental Indenture in respect
of the Series CAG Notes dated September 13, 2022, the Fortieth Series Supplemental Indenture in respect of the Series CAH
Notes dated September 13, 2022, the Forty-First Series Supplemental Indenture in respect of the Series CAI Notes dated
September 13, 2022, the Forty-Second Series Supplemental Indenture in respect of the Series CAJ Notes dated March 28,
2023, the Forty-Third Supplemental Indenture dated June 15, 2023, the Forty-Fourth Series Supplemental Indenture in respect
of the Series CAK Notes dated September 8, 2023, the Forty-Fifth Series Supplemental Indenture in respect of the Series CAL
Notes dated September 8, 2023, the Forty-Sixth Series Supplemental Indenture in respect of the Series CAM Notes dated
September 8, 2023 and the Forty-Seventh Supplemental Indenture dated January 2, 2024 as further supplemented by a Forty-Eighth
Series Supplemental Indenture to be dated as of February 15, 2024, a Forty-Ninth Series Supplemental Indenture to be dated
as of February 15, 2024 and a Fiftieth Series Supplemental Indenture to be dated as of February 15, 2024. |
Maturity: |
The
Series CAN Notes will mature on February 15, 2034.
|
Target Observation Date:
|
December 31, 2030 |
Sustainability Performance Target: |
Reduce absolute Scope 1 and 2 greenhouse gas emissions
by 46 per cent from 2019 levels by the Target Observation Date (the “Sustainability Performance Target”).
|
Trigger Event: |
A “Trigger Event” will occur
if (i) the Company does not achieve the Sustainability Performance Target as of the Target Observation Date as determined by the
External Verifier and confirmed in the SPT Verification Assurance Certificate, (ii) the Company has not published on its website
the SPT Verification Assurance Certificate on or before April 30, 2031 or (iii) the SPT Verification Assurance Certificate contains
a reservation about whether or not the Sustainability Performance Target has been achieved as of the Target Observation Date.
|
Interest Rate and Payment: |
5.10% per annum (the “Initial Rate”),
payable semi-annually in arrears, in equal instalments on February 15 and August 15 of each year (each, an “Interest
Payment Date” and the period commencing on the later of the date of issuance of the Series CAN Notes or the last Interest
Payment Date to, but excluding, the next Interest Payment Date, an “Interest Period”), commencing on August 15,
2024.
Upon
the occurrence of a Trigger Event, in respect of the Interest Period commencing on February 15, 2031, the rate of interest
per annum for the purpose of determining the amount of interest payable on the Interest Payment Date relating to such Interest Period
shall increase by an amount equal to 0.50% per annum and the increased rate of interest shall be payable on the Interest Payment Date
relating to each subsequent Interest Period thereafter (such increase, the “Rate Increase” and the Initial Rate plus
the Rate Increase, the “Modified Rate”). |
|
If a Trigger Event has occurred, the Company shall
give notice of such Trigger Event and the related Rate Increase and resulting Modified Rate to the trustee for the Series CAN Notes
and the holders of Series CAN Notes in accordance with the indenture governing the Series CAN Notes (which shall include by
way of press release and in accordance with the policies and procedures of CDS Clearing and Depositary Services Inc., as applicable),
as soon as reasonably practicable following the occurrence of a Trigger Event but in any event by May 1, 2031. |
|
|
MFN Step-up Due to Trigger Event in Future SLBs |
In connection with a Future SLB Trigger Event
(as defined in the Prospectus), the interest rate on the Series CAN Notes may be increased pursuant to an MFN Step-Up (as defined
in the Prospectus) to the extent set forth in the Prospectus.
In
no event shall the interest rate on the Series CAN Notes exceed the Initial Rate by more than 1.00% per annum in the aggregate,
whether as a result of a Rate Increase or one or more MFN Step-Ups. |
|
|
Delivery of SPT Verification
SPT Verification Certificate: |
The
Company will publish on its website a limited assurance report by the External Verifier (such report, the “SPT Verification Assurance
Certificate”), which shall confirm whether or not the Company has achieved the Sustainability Performance Target as of the Target
Observation Date. The SPT Verification Assurance Certificate will be published no later than the later of (i) the date of publication
of the Company’s audited consolidated financial statements for the fiscal year ending on the Target Observation Date and (ii) March 31,
2031; provided that to the extent the Company determines that additional time will be required for the External Verifier to complete the
relevant SPT Verification Assurance Certificate then the SPT Verification Assurance Certificate shall be published as soon as reasonably
practicable after March 31, 2031, but in no event later than April 30, 2031.
For any fiscal year ending prior to the Target
Observation Date (the end of such fiscal year, an “Early Observation Date”), the Company shall be entitled to publish
on its website a limited assurance report by the External Verifier, confirming whether or not TELUS has achieved the Sustainability Performance
Target as of such Early Observation Date. |
External Verifier: |
Any independent accounting or appraisal firm or other independent expert of internationally recognized standing appointed by TELUS, in each case with the expertise necessary (as determined by TELUS, acting reasonably) to perform the functions required to be performed by such firm or expert in order to determine if the Sustainability Performance Target has been met. |
|
|
Optional Redemption Provisions: |
The Series CAN Notes may be redeemed to the extent set forth in the Prospectus. |
|
|
Change of Control: |
The Company will be required to make an offer to repurchase the Series CAN Notes at a price equal to 101% of their respective outstanding principal amount plus accrued and unpaid interest (at the then prevailing rate on the Series CAN Notes) to the date of repurchase upon the occurrence of a Change of Control Triggering Event in the manner and on the terms as set forth in the Prospectus. |
|
|
Sinking Fund Provisions: |
None |
|
|
Global Note Depositary: |
CDS Clearing and Depository Services Inc. |
|
|
Closing Date and Time of Delivery: |
February 15, 2024 at 9:00 a.m., Eastern time |
|
|
Closing Location: |
Remotely via electronic transmission of documentation (such as by use of .pdf) |
SERIES CAO NOTES
Title of Securities: |
4.80% Notes, Series CAO due December 15, 2028 (the “Series CAO
Notes”).
|
Aggregate principal amount: |
Cdn. $700,000,000
|
Price to Public: |
Cdn.
$998.95 per Cdn. $1,000 principal amount of Series CAO Notes. |
Indenture: |
Indenture
dated as of May 22, 2001 between the Company and Computershare Trust Company of Canada (formerly Montreal Trust Company of Canada)
as Trustee, as supplemented by the First Series Supplemental Indenture dated as of May 30, 2001, the Second Series Supplemental
Indenture dated as of May 30, 2001, the Third Series Supplemental Indenture dated as of May 30, 2001, the Fourth Series Supplemental
Indenture dated as of May 18, 2006, the Fifth Series Supplemental Indenture dated as of March 13, 2007, the Sixth Series Supplemental
Indenture dated as of March 13, 2007, the Seventh Series Supplemental Indenture dated as of April 9, 2008, the Eighth
Series Supplemental Indenture dated as of May 20, 2009, the Ninth Series Supplemental Indenture dated as of December 4,
2009, the Tenth Series Supplemental Indenture dated as of July 23, 2010, the Eleventh Series Supplemental Indenture dated
as of May 25, 2011, the Twelfth Series Supplemental Indenture dated as of December 11, 2012, the Thirteenth Series Supplemental
Indenture dated as of April 1, 2013, the Fourteenth Series Supplemental Indenture dated as of April 1, 2013, the Fifteenth
Series Supplemental Indenture dated as of November 26, 2013, the Sixteenth Series Supplemental Indenture dated as of November 26,
2013, the Seventeenth Series Supplemental Indenture dated as of April 4, 2014, the Eighteenth Series Supplemental Indenture
dated as of April 4, 2014, the Nineteenth Series Supplemental Indenture dated as of September 15, 2014, and the Twentieth
Series Supplemental Indenture dated as of September 15, 2014, the Twenty-First Series Supplemental Indenture in respect
of the Series CS Notes dated as of March 27, 2015, the Twenty-Second Series Supplemental Indenture in respect of the Series CT
Notes dated as of March 27, 2015, the Twenty-Third Series Supplemental Indenture in respect of the Series CU Notes dated
as of March 27, 2015, the Twenty-Fourth Series Supplemental Indenture in respect of the Series CV Notes dated as of December 8,
2015, the Twenty-Fifth Series Supplemental Indenture in respect of the issuance of additional Series CP Notes dated as of December 8,
2015, the Twenty-Sixth Series Supplemental Indenture in respect of the CW Notes dated as of March 6, 2017, the Twenty-Seventh
Supplemental Indenture dated as of October 1, 2017, the Twenty-Eighth Series Supplemental Indenture in respect of the Series CX
Notes dated as of March 1, 2018, the Twenty-Ninth Series Supplemental Indenture in respect of the issuance of additional Series CW
Notes dated as of March 1, 2018, the Thirtieth Series Supplemental Indenture in respect of the Series CY Notes dated as
of April 3, 2019, the Thirty-First Series Supplemental Indenture in respect of the Series CZ Notes dated as of
July 2, 2019, the Thirty-Second Series Supplemental Indenture in respect of the Series CAA Notes dated as of December 16,
2019, the Thirty-Third Series Supplemental Indenture in respect of the Series CAB Notes dated as of December 16, 2019,
the Thirty-Fourth Series Supplemental Indenture in respect of the issuance of additional Series CAB Notes dated as of May 29,
2020, the Thirty-Fifth Series Supplemental Indenture in respect of the Series CAC Notes dated as of May 29, 2020, the
Thirty-Sixth Series Supplemental Indenture in respect of the Series CAD Notes dated as of October 5, 2020, the Thirty-Seventh
Series Supplemental Indenture in respect of the Series CAE Notes dated as of April 5, 2021, the Thirty-Eighth Series Supplemental
Indenture in respect of the Series CAF Notes dated June 28, 2021, the Thirty-Ninth Series Supplemental Indenture in respect
of the Series CAG Notes dated September 13, 2022, the Fortieth Series Supplemental Indenture in respect of the Series CAH
Notes dated September 13, 2022, the Forty-First Series Supplemental Indenture in respect of the Series CAI Notes dated
September 13, 2022, the Forty-Second Series Supplemental Indenture in respect of the Series CAJ Notes dated March 28,
2023, the Forty-Third Supplemental Indenture dated June 15, 2023, the Forty-Fourth Series Supplemental Indenture in respect
of the Series CAK Notes dated September 8, 2023, the Forty-Fifth Series Supplemental Indenture in respect of the Series CAL
Notes dated September 8, 2023, the Forty-Sixth Series Supplemental Indenture in respect of the Series CAM Notes dated
September 8, 2023 and the Forty-Seventh Supplemental Indenture dated January 2, 2024 as further supplemented by a Forty-Eighth
Series Supplemental Indenture to be dated as of February 15, 2024, a Forty-Ninth Series Supplemental Indenture to be dated
as of February 15, 2024 and a Fiftieth Series Supplemental Indenture to be dated as of February 15, 2024. |
|
|
Maturity: |
The
Series CAO Notes will mature on December 15, 2028. |
|
|
Interest Rate and Payment: |
4.80%
per annum, payable semi-annually in arrears, in equal instalments on June 15 and December 15 of each year, commencing
on June 15, 2024. The first interest payment (short first coupon) on June 15, 2024 will be in an amount equal to $11,138,630.14. |
Optional Redemption Provisions: |
The Series CAO Notes may be redeemed to the extent set forth in the Prospectus. |
|
|
Change of Control: |
The Company will be required to make an offer to repurchase the Series CAO Notes at a price equal to 101% of their respective outstanding principal amount plus accrued and unpaid interest to the date of repurchase upon the occurrence of a Change of Control Triggering Event in the manner and on the terms as set forth in the Prospectus. |
|
|
Sinking Fund Provisions: |
None |
|
|
Global Note Depositary: |
CDS Clearing and Depository Services Inc. |
|
|
Closing Date and Time of Delivery: |
February 15, 2024 at 9:00 a.m., Eastern time |
|
|
Closing Location: |
Remotely via electronic transmission of documentation (such as by use of .pdf) |
SERIES CAP NOTES
Title of Securities: |
4.95% Notes, Series CAP due February 18, 2031 (the “Series CAP
Notes”).
|
Aggregate principal amount: |
Cdn. $600,000,000
|
Price to Public: |
Cdn.
$997.07 per Cdn. $1,000 principal amount of Series CAP Notes.
|
Indenture: |
Indenture
dated as of May 22, 2001 between the Company and Computershare Trust Company of Canada (formerly Montreal Trust Company of Canada)
as Trustee, as supplemented by the First Series Supplemental Indenture dated as of May 30, 2001, the Second Series Supplemental
Indenture dated as of May 30, 2001, the Third Series Supplemental Indenture dated as of May 30, 2001, the Fourth Series Supplemental
Indenture dated as of May 18, 2006, the Fifth Series Supplemental Indenture dated as of March 13, 2007, the Sixth Series Supplemental
Indenture dated as of March 13, 2007, the Seventh Series Supplemental Indenture dated as of April 9, 2008, the Eighth
Series Supplemental Indenture dated as of May 20, 2009, the Ninth Series Supplemental Indenture dated as of December 4,
2009, the Tenth Series Supplemental Indenture dated as of July 23, 2010, the Eleventh Series Supplemental Indenture dated
as of May 25, 2011, the Twelfth Series Supplemental Indenture dated as of December 11, 2012, the Thirteenth Series Supplemental
Indenture dated as of April 1, 2013, the Fourteenth Series Supplemental Indenture dated as of April 1, 2013, the Fifteenth
Series Supplemental Indenture dated as of November 26, 2013, the Sixteenth Series Supplemental Indenture dated as of November 26,
2013, the Seventeenth Series Supplemental Indenture dated as of April 4, 2014, the Eighteenth Series Supplemental Indenture
dated as of April 4, 2014, the Nineteenth Series Supplemental Indenture dated as of September 15, 2014, and the Twentieth
Series Supplemental Indenture dated as of September 15, 2014, the Twenty-First Series Supplemental Indenture in respect
of the Series CS Notes dated as of March 27, 2015, the Twenty-Second Series Supplemental Indenture in respect of the Series CT
Notes dated as of March 27, 2015, the Twenty-Third Series Supplemental Indenture in respect of the Series CU Notes dated
as of March 27, 2015, the Twenty-Fourth Series Supplemental Indenture in respect of the Series CV Notes dated as of December 8,
2015, the Twenty-Fifth Series Supplemental Indenture in respect of the issuance of additional Series CP Notes dated as of December 8,
2015, the Twenty-Sixth Series Supplemental Indenture in respect of the CW Notes dated as of March 6, 2017, the Twenty-Seventh
Supplemental Indenture dated as of October 1, 2017, the Twenty-Eighth Series Supplemental Indenture in respect of the Series CX
Notes dated as of March 1, 2018, the Twenty-Ninth Series Supplemental Indenture in respect of the issuance of additional Series CW
Notes dated as of March 1, 2018, the Thirtieth Series Supplemental Indenture in respect of the Series CY Notes dated as
of April 3, 2019, the Thirty-First Series Supplemental Indenture in respect of the Series CZ Notes dated as of
July 2, 2019, the Thirty-Second Series Supplemental Indenture in respect of the Series CAA Notes dated as of December 16,
2019, the Thirty-Third Series Supplemental Indenture in respect of the Series CAB Notes dated as of December 16, 2019,
the Thirty-Fourth Series Supplemental Indenture in respect of the issuance of additional Series CAB Notes dated as of May 29,
2020, the Thirty-Fifth Series Supplemental Indenture in respect of the Series CAC Notes dated as of May 29, 2020, the
Thirty-Sixth Series Supplemental Indenture in respect of the Series CAD Notes dated as of October 5, 2020, the Thirty-Seventh
Series Supplemental Indenture in respect of the Series CAE Notes dated as of April 5, 2021, the Thirty-Eighth Series Supplemental
Indenture in respect of the Series CAF Notes dated June 28, 2021, the Thirty-Ninth Series Supplemental Indenture in respect
of the Series CAG Notes dated September 13, 2022, the Fortieth Series Supplemental Indenture in respect of the Series CAH
Notes dated September 13, 2022, the Forty-First Series Supplemental Indenture in respect of the Series CAI Notes dated
September 13, 2022, the Forty-Second Series Supplemental Indenture in respect of the Series CAJ Notes dated March 28,
2023, the Forty-Third Supplemental Indenture dated June 15, 2023, the Forty-Fourth Series Supplemental Indenture in respect
of the Series CAK Notes dated September 8, 2023, the Forty-Fifth Series Supplemental Indenture in respect of the Series CAL
Notes dated September 8, 2023, the Forty-Sixth Series Supplemental Indenture in respect of the Series CAM Notes dated
September 8, 2023 and the Forty-Seventh Supplemental Indenture dated January 2, 2024 as further supplemented by a Forty-Eighth
Series Supplemental Indenture to be dated as of February 15, 2024, a Forty-Ninth Series Supplemental Indenture to be dated
as of February 15, 2024 and a Fiftieth Series Supplemental Indenture to be dated as of February 15, 2024. |
Maturity: |
The Series CAP Notes will mature on February 18,
2031.
|
Interest Rate and Payment: |
4.95%
per annum, payable semi-annually in arrears, in equal instalments on February 18 and August 18 of each year, commencing
on August 18, 2024. The first interest payment (long first coupon) on August 18, 2024 will be in an amount equal to $15,094,109.59.
|
Optional Redemption Provisions: |
The Series CAP Notes may be redeemed to the extent set forth in the Prospectus. |
|
|
Change of Control: |
The Company will be required to make an offer to repurchase the Series CAP Notes at a price equal to 101% of their respective outstanding principal amount plus accrued and unpaid interest to the date of repurchase upon the occurrence of a Change of Control Triggering Event in the manner and on the terms as set forth in the Prospectus. |
|
|
Sinking Fund Provisions: |
None |
|
|
Global Note Depositary: |
CDS Clearing and Depository Services Inc. |
|
|
Closing Date and Time of Delivery: |
February 15, 2024 at 9:00 a.m., Eastern time |
|
|
Closing Location: |
Remotely via electronic transmission of documentation (such as by use of .pdf) |
SCHEDULE II
Agent | |
Notes | |
CIBC World Markets Inc. | |
| 18 | % |
RBC Dominion Securities Inc. | |
| 18 | % |
Scotia Capital Inc. | |
| 18 | % |
BMO Nesbitt Burns Inc. | |
| 14 | % |
TD Securities Inc. | |
| 14 | % |
Desjardins Securities Inc. | |
| 5 | % |
National Bank Financial Inc. | |
| 4 | % |
J.P. Morgan Securities Canada Inc. | |
| 3 | % |
Wells Fargo Securities Canada, Ltd. | |
| 3 | % |
SMBC Nikko Securities Canada, Ltd. | |
| 2 | % |
ATB Securities Inc. | |
| 1 | % |
ANNEX A-1
FORM OF
OPINION OF
NORTON ROSE FULBRIGHT CANADA LLP
1. The
Company is incorporated and existing under the Business Corporations Act (British Columbia) and has the corporate power and capacity
to own, lease and operate its properties and conduct its business as described in the Prospectus.
2. The
Company is qualified or registered to carry on business in each of the Provinces in Canada in which the location of its properties or
the operation of its business makes such qualification or registration necessary, except where the failure to be so qualified or registered
would not have a material adverse effect upon the business of the Company and its subsidiaries, taken as a whole.
3. TCI
is incorporated and existing under the Business Corporations Act (British Columbia) and has the corporate power and capacity to
own, lease and operate its properties and conduct its business as described in the Prospectus.
4. TCI
is qualified or registered to carry on business in each of the Provinces in Canada.
5. The
authorized share capital of TCI consists of an unlimited number of ordinary shares and an unlimited number of special redeemable subordinate
preferred shares. All of the outstanding ordinary shares in the capital of TCI are registered in the name of the Company. All of the outstanding
special redeemable subordinate preferred shares in the capital of TCI are registered in the name of TELUS Health & Payment Solutions
GP Inc., which is a wholly owned subsidiary of the Company.
6. TELUS
International is incorporated and existing under the Business Corporations Act (British Columbia) and has the corporate power and
capacity to own, lease and operate its properties and conduct its business as described in the Prospectus.
7. There
are no restrictions on the corporate power and capacity of the Company to enter into the Agency Agreement, the Base Indenture as supplemented
by the Forty-Eighth Series Supplemental Indenture, the Base Indenture as supplemented by the Forty-Ninth Series Supplemental
Indenture or the Base Indenture as supplemented by the Fiftieth Series Supplemental Indenture (together with the Forty-Eighth Series Supplemental
Indenture and the Forty-Ninth Series Supplemental Indenture, the “Indentures”) and carry out its obligations under
the Agency Agreement or the Indentures. The Company has the corporate power and capacity to execute, issue and deliver the 5.10% Sustainability-Linked
Notes, Series CAN due February 15, 2034 (the “Series CAN Notes”), the 4.80% Notes, Series CAO due
December 15, 2028 (the “Series CAO Notes”) and the 4.95% Notes, Series CAP due February 18, 2031
(the “Series CAP Notes” and, together with the Series CAN Notes and the Series CAO Notes, the “Securities”).
The execution and delivery of, and the performance by the Company of its obligations under, the Agency Agreement and the Indentures have
been duly authorized by all necessary corporate action on the part of the Company.
8. Each
of the Agency Agreement, the Base Indenture, the Forty-Eighth Series Supplemental Indenture, the Forty-Ninth Series Supplemental
Indenture and the Fiftieth Series Supplemental Indenture has been duly executed by the Company.
9. Each
of the Agency Agreement, the Base Indenture, the Forty-Eighth Series Supplemental Indenture, the Forty-Ninth Series Supplemental
Indenture and the Fiftieth Series Supplemental Indenture has been duly delivered by the Company and constitutes a valid and binding
obligation of the Company enforceable against the Company in accordance with its terms.
10. All
corporate actions required to be taken by the Company under the Indentures relating to the authorization and issuance of the Securities
have been complied with or satisfied. The Global Notes have been duly executed by the Company.
11. Assuming
due certification of the Global Notes by the Trustee, the Global Notes have been duly delivered by or on behalf of the Company and the
Securities constitute valid and binding obligations of the Company entitling the holders thereof to the benefits provided to such holders
under the applicable Indenture.
12. Each
Indenture and the form and terms of the Securities meet all legal requirements under the Business Corporations Act (Ontario) and,
assuming due certification of the Global Notes by the Trustee, the provisions of such Act have been complied with by the Company in respect
of the issuance, certification and delivery of the Securities.
13. Each
Indenture and the form and terms of the Securities meet all legal requirements under the Business Corporations Act (British Columbia)
and, assuming due certification of the Global Notes by the Trustee, the provisions of such Act have been complied with by the Company
in respect of the issuance, certification and delivery of the Securities.
14. The
execution, delivery and performance by the Company of its obligations under the Agency Agreement, the Indentures and the Securities do
not and will not contravene or result in a breach of and do not and will not create a state of facts which, after notice or lapse of time
or both, will result in a breach of, and do not and will not conflict with:
(a) any
applicable law of the Province of Ontario or of the federal laws of Canada applicable therein;
(b) any
resolution of the board of directors (or any committee thereof) or of the shareholders of the Company;
(c) any
of the agreements or instruments set forth in a schedule to such opinion; or
(d) to
the best of our knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company
or TCI,
and no consent, approval, authorization or order
of, or qualification with, any governmental body or agency of the Province of Ontario or of the Government of Canada is required for the
performance by the Company of its obligations under the Agency Agreement, the Indentures or the Securities except such as have been obtained.
15. The
execution, delivery and performance by the Company of its obligations under the Agency Agreement, the Indentures and the Securities do
not and will not contravene or result in a breach of and do not and will not create a state of facts which, after notice or lapse of time
or both, will result in a breach of, and do not and will not conflict with:
(a) any
applicable law of the Province of British Columbia; or
(b) any
provision of the notice of articles or articles of the Company,
and no consent, approval, authorization or order
of, or qualification with, any governmental body or agency of the Province of British Columbia is required for the performance by the
Company of its obligations under the Agency Agreement, the Indentures or the Securities except such as have been obtained.
16. All
necessary documents have been filed, all requisite proceedings have been taken and all necessary authorizations, approvals, permits and
consents have been obtained by the Company under Canadian Securities Laws to permit the Securities to be offered and sold to the public
in the Qualifying Provinces through persons and companies who are registered in an appropriate category of registration under Canadian
Securities Laws and who have complied with the relevant provisions of such legislation.
17. The
Company is a reporting issuer in each of the Qualifying Provinces and, where applicable, is not on the list of defaulting reporting issuers
or noted in default on the list of reporting issuers maintained by the relevant Qualifying Authorities.
18. To
the best of our knowledge, no order having the effect of ceasing or suspending the distribution of the Securities has been issued by any
Qualifying Authority and no proceeding for that purpose has been initiated or threatened by any Qualifying Authority.
19. Subject
to the limitations, assumptions and qualifications and relying upon the matters set out therein, the statements in the Shelf Prospectus
under the heading “Description of Debt Securities” and the statements in the Prospectus Supplement under the heading “Details
of the Offering”, insofar as they purport to constitute a summary of the terms of the Securities, are accurate and fair summaries
of the matters described therein. Subject to the limitations, assumptions and qualifications therein, the statements in the Prospectus
Supplement under the heading “Certain Canadian Federal Income Tax Considerations” is an accurate and fair summary of the principal
Canadian federal income tax considerations generally applicable to an investment in the Securities and the statements in the Prospectus
Supplement under the heading “Eligibility for Investment” are true and correct.
20. No
stamp duty, registration or documentary taxes, duties or similar charges are payable under the laws of the Province of Ontario or the
federal laws of Canada in connection with the creation, issuance, sale and delivery of the Securities or the authorization, execution,
delivery and performance of the Agency Agreement and the Indentures.
21. No
stamp duty, registration or documentary taxes, duties or similar charges are payable under the laws of the Province of British Columbia
in connection with the creation, issuance, sale and delivery of the Securities or the authorization, execution, delivery and performance
of the Agency Agreement and the Indentures.
22. Assuming
(i) each purchaser of Securities in Québec has received a copy of the Shelf Prospectus and the Prospectus Supplement in the
French language only or a copy of the Shelf Prospectus and the Prospectus Supplement in the French language and a copy of the Shelf Prospectus
and the Prospectus Supplement in the English language; and (ii) all documents incorporated and deemed to be incorporated by reference
into the Shelf Prospectus and the Prospectus Supplement have been translated in the French language and filed with the Autorité
des marchés financiers, all requirements relating to the use of the French language in the Securities Act (Québec)
will have been complied with in connection with the offer and sale of the Securities to purchasers in Québec. No opinion is expressed
on whether the Shelf Prospectus, the Prospectus Supplement and forms of order and confirmation are in compliance with the Charter of
the French Language (Québec).
ANNEX B-1
FORM OF
REGULATORY OPINION
OF the
Vice President – Telecom Policy & Chief Regulatory Legal Counsel of the Company
1. The
statements in the Company’s Annual Information Form dated February 9, 2024 under the headings “Canadian ownership
and control requirements” and “Regulation”, and the statements in the Company’s management’s discussion
and analysis for the fiscal year ended December 31, 2023 under the headings “Communications industry regulatory developments
and proceedings” and “Regulatory matters”, as modified, supplemented or superseded to the extent that a statement contained
therein is modified, supplemented or superseded by any document incorporated by reference in the Prospectus, insofar as such disclosure
describes or summarizes matters of law, fairly summarizes such matters of law.
2. TCI
and Altima Solutions Limited are the only telecommunications common carriers (as such term is used in the Telecommunications Act and in
accordance with the Ownership Regulations) that are controlled by the Company, and each such company is:
(a) eligible
to operate as a Canadian carrier in Canada, as defined under and in accordance with the Telecommunications Act and the Ownership Regulations;
(b) not
in violation of the prohibition contained in subsection 16(4) of the Telecommunications Act against operating in Canada as a telecommunications
common carrier unless it is eligible under Section 16 of the Telecommunications Act to do so; and
(c) not
controlled by any persons that are not Canadian, in accordance with the meanings ascribed to the term “control” under the
Telecommunications Act and the term “Canadian” under the Ownership Regulations.
3. Not
less than 80% of the members of the board of directors of TCI and Altima Solutions Limited are individual Canadians, as defined under
the Ownership Regulations, and Canadians, as defined under the Ownership Regulations, beneficially own, directly or indirectly, in the
aggregate and otherwise than by way of security only, all of the issued and outstanding voting shares, as defined under the Ownership
Regulations, of each such company.
4. TCI
is the only radiocommunication service provider (as such term is used in the Radiocommunication Regulations) that is controlled by the
Company, and TCI:
(a) is
eligible to hold radio authorizations authorizing the operation in Canada of radio apparatus, as defined under and in accordance with
the Radiocommunication Act and the Radiocommunication Regulations;
(b) is
not in violation of the prohibition contained in subsection 4(1) of the Radiocommunication Act against operating radio apparatus
in Canada, except under and in accordance with a radio authorization issued by the Minister of Innovation, Science and Industry;
(c) is
not controlled by any persons that are not Canadian, in accordance with the meanings ascribed to the term “control” under
the Telecommunications Act and the term “Canadian” under the Ownership Regulations; and
(d) is
eligible to be issued a radio authorization under subsection 9(1) of the Radiocommunication Regulations.
5. TCI
is Canadian, as defined under the Ownership Regulations.
6. The
Company, in respect of its ownership of and control over TCI, is a carrier holding corporation and a qualified corporation, as defined
under the Ownership Regulations.
7. Except
as disclosed in the Prospectus, to the best of such counsel’s knowledge, there is no proposed or announced change in the Telecommunications
Act, Radiocommunication Act, Ownership Regulations, Radiocommunication Regulations, Broadcasting Act or the CRTC Direction which would
have a Material Adverse Effect.
8. TCI
is the only holder of licenses to operate broadcasting undertakings (as such term is used in the Broadcasting Act), and it is:
(a)
eligible to hold broadcasting licenses authorizing the operation in
Canada of distribution and programming undertakings, as defined under and in accordance with the Broadcasting Act;
(b) not
in violation of the prohibition contained in subsection 32(1) of the Broadcasting Act; and
(c) not
a non-Canadian (as that term is defined in the CRTC Direction).
ANNEX B-2
FORM OF
REGULATORY CERTIFICATE
OF THE
Vice President – Telecom Policy & Chief Regulatory Legal Counsel of the Company
1. To
the best of such counsel’s knowledge, there are no legal or governmental investigations or other proceedings pending or threatened
before any court or before or by any federal, provincial, state, municipal or other governmental or public department, commission, board,
agency or body, domestic or foreign (including, without limitation, proceedings, inquiries or investigations of Innovation, Science and
Economic Development Canada, Canadian Heritage, the CRTC or the Bureau, or arising under the Telecommunications Act, the Radiocommunication
Act, the Broadcasting Act or the Competition Act) to which the Company or TCI is a party or to which any of the properties or assets
of the Company or TCI is subject that are required to be described in the Prospectus, that are not so described as required or any statutes,
including any statutes relating to the regulation of the Canadian telecommunications, radiocommunications and broadcasting industries
(including for this purpose the orders, rules, regulations, directives, decisions, notices and policies promulgated pursuant to any applicable
statutes or regulations specifically relating to the regulation of the Canadian telecommunications, radiocommunications and broadcasting
industries and the orders, rules, regulations, directives, decisions, notices and policies promulgated thereunder), regulations, contracts
or other documents that are required to be described in the Prospectus that are not described as required.
2. To
the best of such counsel’s knowledge, each of the Company and its subsidiaries owns, possesses or has obtained all licenses, permits,
certificates, consents, orders, approvals, waivers, registrations, and other authorizations from, and has made all declarations and filings
with, all federal, provincial and other governmental authorities, all self-regulatory organizations and all courts and other tribunals,
necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of the date
hereof except where any failure to possess or obtain any such licenses, permits or other documents described in this paragraph or to make
any such declaration or filing, or to fulfill any condition to an authorization would not, singly or in the aggregate, have a Material
Adverse Effect, and neither the Company nor TCI has received any actual notice of any proceeding relating to revocation or modification
of any such license, permit, certificate, consent, order, waiver, registration, approval or other authorization, except as described in
the Prospectus or except where any revocation or modification would not, singly or in the aggregate, have a Material Adverse Effect; and
each of the Company and TCI is in compliance with all laws and regulations relating to the conduct of its business as conducted as of
the date hereof except where any non-compliance would not, singly or in the aggregate, have a Material Adverse Effect.
3. To
the best of such counsel’s knowledge, neither the Company nor TCI is in violation of, or in default in any respect under, any judgment,
decree, decision, order, writ, law, statute, rule or regulation rendered or enacted in Canada respecting telecommunications and the
regulation within Canada of telecommunications common carriers, as defined in the Telecommunications Act, respecting radiocommunication
and the operation within Canada of radio apparatus, as defined in the Radiocommunication Act or respecting broadcasting and the regulation
within Canada of broadcasting undertakings, as defined in the Broadcasting Act, applicable to the Company or its subsidiaries, or any
interpretation or policy relating thereto that is applicable to the Company or its subsidiaries except where the consequence of such violations
or defaults would not have a Material Adverse Effect; the conduct of the Company’s and its subsidiaries’ businesses in the
manner and to the extent currently conducted and proposed to be conducted, as described in the Prospectus, is in accordance with all material
conditions and/or provisions of the Licenses and the Communications Statutes except where the consequence of any non-compliance would
not, singly or in the aggregate, have a Material Adverse Effect; and no event has occurred which permits, or with notice or lapse of time
or both, would permit the revocation or termination of any of the Licenses or which might result in any other material impairment of the
rights of the Company and TCI therein or in any material violation of the Communications Statutes except where any revocation or modification
would not, singly or in the aggregate, have a Material Adverse Effect.
4. To
the best of such counsel’s knowledge, when required, the Company and TCI have timely filed all renewal applications with respect
to all Licenses held by any of them, except where the failure so to file would not result in a Material Adverse Effect; no protests or
competing applications have been filed with respect to such renewal applications and nothing has come to the Company’s attention
that would lead it to conclude that such renewal applications will not be granted by the appropriate regulatory agency or body in the
ordinary course or that its Licenses will be terminated, except where the consequence of such applications not being granted or termination
of Licenses would not, singly or in the aggregate, have a Material Adverse Effect; and the Company and its subsidiaries are authorized
under the Communications Statutes and the rules and regulations promulgated thereunder to continue to provide the services which
are the subject of such renewal applications during the pendency thereof.
Exhibit 99.2
A final short form base shelf prospectus containing
important information relating to the securities described in this document has been filed with the securities regulatory authorities
in each of the provinces of Canada. A copy of the final short form base shelf prospectus, any amendment to the short form base shelf prospectus
and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.
This document does not provide full disclosure
of all material facts relating to the securities offered. Investors should read the final short form base shelf prospectus, any amendment
and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered,
before making an investment decision.
February 12, 2024
TELUS Corporation
Indicative Term Sheet
●% Series CAP Notes due February 18, 2031
Issuer: |
TELUS Corporation (“TELUS”
or the “Company”) |
|
|
Issue: |
Series CAP Notes pursuant
to Short Form Base Shelf Prospectus of the Company dated August 8, 2022 and the Prospectus Supplement of the Company dated
February 12, 2024 (“Notes”). |
|
|
Principal Amount: |
C$400 million (minimum) |
|
|
Pricing Date: |
February 12, 2024 |
|
|
Settlement Date: |
February 15, 2024 (T+3) |
|
|
Maturity Date: |
February 18, 2031 |
|
|
Interest Rate: |
●% per annum, payable semi-annually in arrears, in equal
instalments on February 18 and August 18 of each year, commencing on August 18, 2024. The first interest payment (long
first coupon) on August 18, 2024 will be in an amount equal to $● |
|
|
Issue
Spread(1): |
[Redacted in accordance with Subsection 9A.3(4) of National
Instrument 44-102 – Shelf Distributions] |
|
|
Issue Yield: |
●% per annum |
|
|
Issue Price: |
C$● per $100 principal amount |
|
|
Rank: |
The Notes will be unsecured and unsubordinated obligations
of the Company and will rank pari passu with all existing and future unsecured and unsubordinated obligations of the Company. |
|
|
Expected
Credit Ratings(2): |
DBRS: BBB (Stable Trend) |
|
Moody's: Baa2 (Stable Outlook)
S&P: BBB (Stable Outlook) |
|
|
Redemption: |
The Notes may be redeemed at any time prior to December 18,
2030 at the option of the Company, in whole or from time to time, in part, on not fewer than 10 nor more than 60 days prior notice at
a redemption price equal to the greater of (a) the Discounted Value of the Notes being redeemed and (b) 100% of the principal amount
thereof. The Notes may be redeemed at any time on or after December 18, 2030 at the option of the Company, in whole or from time
to time, in part, on not fewer than 10 nor more than 60 days prior notice at a redemption price equal to 100% of the principal amount
thereof. In addition, accrued and unpaid interest, if any, will be paid to the date fixed for redemption. |
|
Any redemption may, at the Company's
discretion, be subject to one or more conditions, and may be revoked if any such conditions are not satisfied. |
|
|
|
“Discounted Value of the Notes” shall have the meaning
as described in the Prospectus Supplement dated February 12, 2024. |
|
|
Payment &
Delivery: |
Payments of interest and principal
will be made to CDS or its nominee. |
|
|
Distribution: |
All provinces of Canada. |
|
|
Covenants: |
Covenants include negative pledge,
cross acceleration, restrictions against sale & leaseback, limitations on indebtedness of restricted subsidiaries (please
refer to the Prospectus Supplement dated February 12, 2024). |
|
|
Change
of Control: |
The Company will be required
to make an offer to repurchase the Notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the
date of repurchase upon the occurrence of a Change of Control Triggering Event. See “Details of the Offering - Repurchase upon
Change of Control Triggering Event” in the Prospectus Supplement dated February 12, 2024. |
|
|
Use
of Proceeds: |
The net proceeds will be used
for the repayment of outstanding indebtedness, including all or a portion of the repayment upon maturity of the 3.35% Series CK Notes
due April 2024, as well as the repayment of commercial paper (incurred for general working capital purposes) and/or the repayment
of the 2022 Credit Facility, and for other general corporate purposes. Pending any such use of the net proceeds, the Company will
invest the net proceeds in bank deposits and short-term marketable securities. |
|
|
CUSIP
/ ISIN: |
87971MCF8 / CA87971MCF82 |
|
|
Syndicate: |
CIBC World Markets Inc. (Joint
Bookrunner) |
|
RBC Dominion Securities Inc.
(Joint Bookrunner) |
|
Scotia Capital Inc. (Joint Bookrunner) |
|
BMO Nesbitt Burns Inc. |
|
TD Securities Inc. |
|
Desjardins Securities Inc. |
|
National Bank Financial Inc. |
|
J.P. Morgan Securities Canada
Inc. |
|
Wells Fargo Securities Canada
Ltd. |
|
SMBC Nikko Securities Canada, Ltd. |
|
ATB Capital Markets Inc. |
|
(collectively, the “Agents”). |
One or more sections of this term sheet may be provided by members
of the Syndicate to investors.
| (1) | [Redacted in accordance with Subsection 9A.3(4) of National Instrument 44-102 – Shelf Distributions] |
| (2) | A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision
or withdrawn at any time. |
Exhibit 99.3
A final short form base shelf prospectus containing
important information relating to the securities described in this document has been filed with the securities regulatory authorities
in each of the provinces of Canada. A copy of the final short form base shelf prospectus, any amendment to the short form base shelf prospectus
and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.
This document does not provide full disclosure
of all material facts relating to the securities offered. Investors should read the final short form base shelf prospectus, any amendment
and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered,
before making an investment decision.
February 12, 2024
![](https://www.sec.gov/Archives/edgar/data/868675/000110465924026548/tm246562d1_ex99-2img01.jpg)
TELUS Corporation
Indicative Term Sheet
●% Sustainability-Linked Series CAN Notes
due February 15, 2034
Issuer: |
TELUS Corporation (“TELUS” or the “Company”) |
|
|
Issue: |
Sustainability-Linked Series CAN Notes pursuant to Short Form Base Shelf Prospectus of
the Company dated August 8, 2022 and the Prospectus Supplement of the Company dated February 12, 2024(“Notes”). |
|
|
|
The Notes are
“Sustainability-Linked Bonds” issued in accordance with the Sustainability-Linked Bond Framework of TELUS dated
June 2021 (the “Framework”). |
|
|
Principal Amount: |
C$350 million (minimum) |
|
|
Pricing Date: |
February 12, 2024 |
|
|
Settlement Date: |
February 15, 2024 (T+3) |
|
|
Maturity Date: |
February 15, 2034 |
|
|
Target Observation Date: |
December 31, 2030 |
|
|
Sustainability Performance Target: |
Reduce absolute Scope 1 and 2 greenhouse gas emissions by 46 per cent from 2019 levels by
the Target Observation Date (the “Sustainability Performance Target”). See “TELUS Sustainability-Linked
Bond Framework” in the Prospectus Supplement dated February 12, 2024. |
|
|
Trigger Event: |
A “Trigger Event” will occur if (i) TELUS does not achieve the Sustainability
Performance Target as of the Target Observation Date as determined by the External Verifier and confirmed in the SPT
Verification Assurance Certificate, (ii) TELUS has not published on its website the SPT Verification Assurance
Certificate on or before April 30, 2031 or (iii) the SPT Verification Assurance Certificate contains a reservation
about whether or not the Sustainability Performance Target has been achieved as of the Target Observation Date. |
|
|
Interest Rate: |
●% per annum (the “Initial Rate”), payable semi-annually in arrears, in
equal instalments on February 15 and August 15 of each year (each, an “Interest Payment Date”
and the period commencing on the later of the date of issuance of the Notes or the last Interest Payment Date to, but
excluding, the next Interest Payment Date, an “Interest Period”), commencing on August 15,
2024. |
|
Upon the occurrence of a Trigger Event, in respect
of the Interest Period commencing on February 15, 2031, the rate of interest per annum for the purpose of determining the amount
of interest payable on the Interest Payment Date relating to such Interest Period shall increase by an amount equal to 0.50% per
annum and the increased rate of interest shall be payable on the Interest Payment Date relating to each subsequent Interest Period
thereafter (such increase, the “Rate Increase” and the Initial Rate plus the Rate Increase, the “Modified
Rate”). |
|
|
|
If a Trigger Event has occurred, TELUS shall give notice
of such Trigger Event and the related Rate Increase and resulting Modified Rate to the trustee for the Notes and the holders of Notes
in accordance with the indenture governing the Notes (which shall include by way of press release and in accordance with the policies
and procedures of CDS Clearing and Depositary Services Inc., as applicable), as soon as reasonably practicable following the occurrence
of a Trigger Event but in any event by May 1, 2031. |
|
|
MFN Step-Up Due to Trigger Event in Future SLBs: |
In connection with a Future SLB Trigger Event, the
interest rate on the Notes may be increased pursuant to an MFN Step-Up as described in the Prospectus Supplement dated February 12,
2024. |
|
|
|
In no event shall the interest rate on the Notes exceed
the Initial Rate by more than 1.00% per annum in the aggregate, whether as a result of a Rate Increase or one or more MFN Step-Ups. |
|
|
Delivery of SPT Verification Assurance Certificate: |
TELUS will publish on its website a limited assurance
report by the External Verifier (such report, the “SPT Verification Assurance Certificate”), which shall confirm
whether or not TELUS has achieved the Sustainability Performance Target as of the Target Observation Date. The SPT Verification Assurance
Certificate will be published no later than the later of (i) the date of publication of TELUS’s audited consolidated financial
statements for the fiscal year ending on the Target Observation Date and (ii) March 31, 2031; provided that to the extent
TELUS determines that additional time will be required for the External Verifier to complete the relevant SPT Verification Assurance
Certificate then the SPT Verification Assurance Certificate shall be published as soon as reasonably practicable after March 31,
2031, but in no event later than April 30, 2031. |
|
|
|
For any fiscal year ending prior to the Target Observation
Date (the end of such fiscal year, an “Early Observation Date”), TELUS shall be entitled to publish on its website
a limited assurance report by the External Verifier (such report, an “Early Verification Assurance Certificate”),
confirming whether or not TELUS has achieved the Sustainability Performance Target as of such Early Observation Date. |
|
|
External Verifier: |
Any independent accounting or appraisal firm or other
independent expert of internationally recognized standing appointed by TELUS, in each case with the expertise necessary (as determined
by TELUS, acting reasonably) to perform the functions required to be performed by such firm or expert in order to determine if the
Sustainability Performance Target has been met. |
|
|
Issue Spread(1): |
[Redacted in accordance with Subsection 9A.3(4) of
National Instrument 44-102 – Shelf Distributions] |
|
|
Issue Yield: |
●% per annum |
|
|
Issue Price: |
C$● per $100 principal amount |
Rank: |
The Notes will be unsecured and unsubordinated obligations of the Company and will rank
pari passu with all existing and future unsecured and unsubordinated obligations of the Company. |
|
|
Expected Credit Ratings(2): |
DBRS: BBB (Stable Trend) |
|
Moody's: Baa2 (Stable Outlook)
S&P: BBB (Stable Outlook) |
|
|
Redemption: |
The Notes may be redeemed at any time prior to November 15, 2033 at the option of the
Company, in whole or from time to time, in part, on not fewer than 10 nor more than 60 days prior notice at a redemption price
equal to the Make-Whole Amount. |
|
|
|
The Notes may be redeemed at any time on or after November 15,
2033 at the option of the Company, in whole or from time to time, in part, on not fewer than 10 nor more than 60 days
prior notice at a redemption price equal to the Par Call Amount. |
|
|
|
Any redemption may, at the Company's discretion, be
subject to one or more conditions, and may be revoked if any such conditions are not satisfied. |
|
|
|
“Make-Whole Amount” shall mean,
in respect of the Notes being redeemed, an amount equal to the greater of (a) the Discounted Value of the Notes being
redeemed and (b) 100% of the principal amount thereof, in each case together with interest accrued to, but excluding,
the date fixed for redemption calculated at a rate equal to the Modified Rate, unless as of the end of the fiscal year
immediately prior to the date that notice of redemption is given TELUS has achieved the Sustainability Performance Target
as determined by the External Verifier and confirmed in an Early Verification Assurance Certificate or the SPT Verification
Assurance Certificate, as applicable, in which case interest shall be calculated at a rate equal to the Initial Rate. |
|
|
|
“Discounted Value of the Notes”
shall have the meaning as described in the Prospectus Supplement dated February 12, 2024. |
|
|
|
“Par Call Amount” shall mean, in
respect of the Notes being redeemed, the principal amount thereof plus: the sum of (a) interest accrued to, but
excluding, the date fixed for redemption calculated at a rate of either (i) the Modified Rate (if a Trigger Event has
occurred) or (ii) the Initial Rate (if a Trigger Event has not occurred) and (b) in the event a Trigger Event has
occurred, an additional amount equal to (i) 0.25% of the principal amount of the Notes being redeemed less (ii) the
amount of interest accrued from the last scheduled Interest Payment Date to, but excluding, the date fixed for redemption
determined using a rate equal to the Rate Increase (and included in the aggregate amount determined pursuant to (a)). |
|
|
Payment & Delivery: |
Payments of interest and principal will be made to CDS or its nominee. |
|
|
Distribution: |
All provinces of Canada. |
|
|
Covenants: |
Covenants include negative pledge, cross acceleration, restrictions against sale &
leaseback, limitations on indebtedness of restricted subsidiaries (please refer to the Prospectus Supplement dated February 12,
2024). |
|
|
Change of Control: |
The Company will be required to make an offer to repurchase the Notes at a price equal to
101% of their principal amount plus accrued and unpaid interest (at the then prevailing rate on the Notes) to the date of
repurchase upon the occurrence of a Change of Control Triggering Event. See “Details of the Offering - Repurchase upon
Change of Control Triggering Event” in the Prospectus Supplement dated February 12, 2024. |
Tax Consequences: |
In certain circumstances, provisions of the Income Tax Act (Canada) (the “Tax Act”) require a holder of a “prescribed debt obligation” (as defined for the purposes of the Tax Act)
resident in Canada to include in income for each taxation year the amount of any interest, bonus or premium receivable on the
obligation over its term based on the maximum amount of interest, bonus or premium receivable on the obligation. The Notes
may be considered to be prescribed debt obligations, and a holder resident in Canada should consult their tax advisors
with respect to the potential consequences to them of deemed accrual on a prescribed debt obligation. |
|
|
Use of Proceeds: |
The net proceeds will be used for the repayment of outstanding indebtedness, including all
or a portion of the repayment upon maturity of the 3.35% Series CK Notes due April 2024, as well as the repayment of
commercial paper (incurred for general working capital purposes) and/or the repayment of the 2022 Credit Facility,
and for other general corporate purposes. Pending any such use of the net proceeds, the Company will invest the net proceeds
in bank deposits and short-term marketable securities. |
|
|
CUSIP / ISIN: |
87971MCG6 / CA87971MCG65 |
|
|
Syndicate: |
CIBC World Markets Inc (Joint Bookrunner) |
|
RBC Dominion Securities Inc.(Joint Bookrunner) |
|
Scotia Capital Inc. (Joint Bookrunner) |
|
BMO Nesbitt Burns Inc. |
|
TD Securities Inc. |
|
Desjardins Securities Inc. |
|
National Bank Financial Inc. |
|
J.P. Morgan Securities Canada Inc. |
|
Wells Fargo Securities Canada Ltd. |
|
SMBC Nikko Securities Canada, Ltd. |
|
ATB Capital Markets Inc. |
|
|
|
(collectively, the “Agents”). |
One or more sections of this term sheet may be provided by members
of the Syndicate to investors.
|
(1) |
[Redacted in accordance with Subsection 9A.3(4) of National Instrument 44-102 – Shelf Distributions] |
|
(2) |
A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawn at any time. |
Exhibit 99.4
A final short form base shelf prospectus containing
important information relating to the securities described in this document has been filed with the securities regulatory authorities
in each of the provinces of Canada. A copy of the final short form base shelf prospectus, any amendment to the short form base shelf prospectus
and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.
This document does not provide full disclosure
of all material facts relating to the securities offered. Investors should read the final short form base shelf prospectus, any amendment
and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered,
before making an investment decision.
February 12, 2024
![](https://www.sec.gov/Archives/edgar/data/868675/000110465924026548/tm246562d1_ex99-2img01.jpg)
TELUS Corporation
Indicative Term Sheet
●% Series CAO Notes due December 15, 2028
Issuer: |
TELUS Corporation (“TELUS” or the “Company”) |
|
|
Issue: |
Series CAO Notes pursuant to Short Form Base Shelf Prospectus of the Company dated August 8,
2022 and the Prospectus Supplement of the Company dated February 12, 2024 (“Notes”). |
|
|
Principal
Amount: |
C$500 million (minimum) |
|
|
Pricing
Date: |
February 12, 2024 |
|
|
Settlement
Date: |
February 15, 2024 (T+3) |
|
|
Maturity
Date: |
December 15, 2028 |
|
|
Interest
Rate: |
●% per annum, payable semi-annually in arrears, in equal instalments on June 15 and December 15
of each year, commencing on June 15, 2024. The first interest payment (short first coupon) on June 15, 2024 will be in
an amount equal to $● |
|
|
Issue
Spread(1): |
[Redacted in accordance with Subsection 9A.3(4) of National Instrument 44- 102 – Shelf
Distributions] |
|
|
Issue
Yield: |
●% per annum |
|
|
Issue
Price: |
C$● per $100 principal amount |
|
|
Rank: |
The Notes will be unsecured and unsubordinated obligations of the Company and will rank pari passu
with all existing and future unsecured and unsubordinated obligations of the Company. |
|
|
Expected
Credit Ratings(2): |
DBRS: BBB (Stable Trend) |
|
Moody's: Baa2 (Stable Outlook)
S&P: BBB (Stable Outlook) |
|
|
Redemption: |
The Notes may be redeemed at any time prior to November 15, 2028 at the option of the Company,
in whole or from time to time, in part, on not fewer than 10 nor more than 60 days prior notice at a redemption price equal to the
greater of (a) the Discounted Value of the Notes being redeemed and (b) 100% of the principal amount thereof. The Notes may
be redeemed at any time on or after November 15, 2028 at the option of the Company, in whole or from time to time, in part,
on not fewer than 10 nor more than 60 days prior notice at a redemption price equal to 100% of the principal amount thereof. In addition,
accrued and unpaid interest, if any, will be paid to the date fixed for redemption. |
|
Any redemption may, at the Company's discretion, be
subject to one or more conditions, and may be revoked if any such conditions are not satisfied. |
|
|
|
“Discounted Value of the Notes”
shall have the meaning as described in the Prospectus Supplement dated February 12, 2024. |
|
|
Payment &
Delivery: |
Payments of interest and principal will be made to CDS or its nominee. |
|
|
Distribution: |
All provinces of Canada. |
|
|
Covenants: |
Covenants include negative pledge, cross acceleration, restrictions against sale & leaseback,
limitations on indebtedness of restricted subsidiaries (please refer to the Prospectus Supplement dated February 12, 2024). |
|
|
Change
of Control: |
The Company will be required to make an offer to repurchase the Notes at a price equal to 101%
of their principal amount plus accrued and unpaid interest to the date of repurchase upon the occurrence of a Change of Control Triggering
Event. See “Details of the Offering - Repurchase upon Change of Control Triggering Event” in the Prospectus Supplement
dated February 12, 2024. |
|
|
Use
of Proceeds: |
The net proceeds will be used for the repayment of outstanding indebtedness, including all or a
portion of the repayment upon maturity of the 3.35% Series CK Notes due April 2024, as well as the repayment of commercial paper
(incurred for general working capital purposes) and/or the repayment of the 2022 Credit Facility, and for other general corporate
purposes. Pending any such use of the net proceeds, the Company will invest the net proceeds in bank deposits and short-term marketable
securities. |
|
|
CUSIP
/ ISIN: |
87971MCE1 / CA87971MCE18 |
|
|
Syndicate: |
CIBC World Markets Inc. (Joint Bookrunner) |
|
RBC Dominion Securities Inc. (Joint Bookrunner) |
|
Scotia Capital Inc. (Joint Bookrunner) |
|
BMO Nesbitt Burns Inc. |
|
TD Securities Inc. |
|
Desjardins Securities Inc. |
|
National Bank Financial Inc. |
|
J.P. Morgan Securities Canada Inc. |
|
Wells Fargo Securities Canada Ltd. |
|
SMBC Nikko Securities Canada, Ltd. |
|
ATB Capital Markets Inc. |
|
|
|
(collectively, the “Agents”). |
One or more sections of this term sheet may be provided by members
of the Syndicate to investors.
| (1) | [Redacted in accordance with Subsection 9A.3(4) of National Instrument 44-102 – Shelf Distributions] |
| (2) | A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision
or withdrawn at any time. |
Exhibit 99.5
A final short form base shelf prospectus containing
important information relating to the securities described in this document has been filed with the securities regulatory authorities
in each of the provinces of Canada. A copy of the final short form base shelf prospectus, any amendment to the short form base shelf prospectus
and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.
This document does not provide full disclosure
of all material facts relating to the securities offered. Investors should read the final short form base shelf prospectus, any amendment
and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered,
before making an investment decision.
February 12, 2024
![](https://www.sec.gov/Archives/edgar/data/868675/000110465924026548/tm246562d1_ex99-5img01.jpg)
TELUS Corporation
Final Term Sheet
4.95% Series CAP Notes due February 18, 2031
Issuer: |
|
TELUS Corporation (“TELUS”
or the “Company”) |
|
|
|
Issue: |
|
Series CAP Notes pursuant to Short Form Base
Shelf Prospectus of the Company dated August 8, 2022 and the Prospectus Supplement of the Company dated February 12,
2024 (“Notes”). |
|
|
|
Principal Amount: |
|
C$600 million |
|
|
|
Pricing Date: |
|
February 12, 2024 |
|
|
|
Settlement Date: |
|
February 15, 2024 (T+3) |
|
|
|
Maturity Date: |
|
February 18, 2031 |
|
|
|
Interest Rate: |
|
4.95% per annum, payable semi-annually in arrears,
in equal instalments on February 18 and August 18 of each year, commencing on August 18, 2024. The first
interest payment (long first coupon) on August 18, 2024 will be in an amount equal to $15,094,109.59 |
|
|
|
Issue Spread(1): |
|
[Redacted in accordance with Subsection 9A.3(4) of
National Instrument 44-102 – Shelf Distributions] |
|
|
|
Issue Yield: |
|
5.000% per annum |
|
|
|
Issue Price: |
|
C$99.707 per $100 principal amount |
|
|
|
Rank: |
|
The Notes will be unsecured and unsubordinated obligations
of the Company and will rank pari passu with all existing and future unsecured and unsubordinated obligations of the
Company. |
|
|
|
Expected Credit Ratings(2): |
|
DBRS: BBB (Stable Trend) |
|
|
Moody’s: Baa2 (Stable Outlook) |
|
|
S&P: BBB (Stable Outlook) |
|
|
|
Redemption: |
|
The Notes may be redeemed at any time prior to December 18,
2030 at the option of the Company, in whole or from time to time, in part, on not fewer than 10 nor more than 60 days
prior notice at a redemption price equal to the greater of (a) the Discounted Value of the Notes being redeemed and (b)
100% of the principal amount thereof. The Notes may be redeemed at any time on or after December 18, 2030 at the
option of the Company, in whole or from time to time, in part, on not fewer than 10 nor more than 60 days prior notice
at a redemption price equal to 100% of the principal amount thereof. In addition, accrued and unpaid interest, if any, will
be paid to the date fixed for redemption. |
|
|
Any redemption may, at the Company's discretion, be subject to one or more conditions, and may be revoked if any such conditions are not satisfied. |
|
|
|
|
|
“Discounted Value of the Notes” shall have the meaning as described in the Prospectus Supplement dated February 12, 2024. |
|
|
|
Payment & Delivery: |
|
Payments of interest and principal will be made to CDS or its nominee. |
|
|
|
Distribution: |
|
All provinces of Canada. |
|
|
|
Covenants: |
|
Covenants include negative pledge, cross acceleration, restrictions against sale & leaseback, limitations on indebtedness of restricted subsidiaries (please refer to the Prospectus Supplement dated February 12, 2024). |
|
|
|
Change of Control: |
|
The Company will be required to make an offer to
repurchase the Notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the date
of repurchase upon the occurrence of a Change of Control Triggering Event. See “Details of the Offering - Repurchase
upon Change of Control Triggering Event” in the Prospectus Supplement dated February 12, 2024. |
|
|
|
Use of Proceeds: |
|
The net proceeds will be used for the repayment of outstanding indebtedness, including all or a portion of the repayment upon maturity of the 3.35% Series CK Notes due April 2024, as well as the repayment of a portion of commercial paper (incurred for general working capital purposes) and/or the repayment of a portion of the 2022 Credit Facility, and for other general corporate purposes. Pending any such use of the net proceeds, the Company will invest the net proceeds in bank deposits and short-term marketable securities. |
|
|
|
CUSIP / ISIN: |
|
87971MCF8 / CA87971MCF82 |
|
|
|
Syndicate: |
|
CIBC World Markets Inc. (Joint Bookrunner) |
|
|
RBC Dominion Securities Inc. (Joint Bookrunner) |
|
|
Scotia Capital Inc. (Joint Bookrunner) |
|
|
BMO Nesbitt Burns Inc. |
|
|
TD Securities Inc. |
|
|
Desjardins Securities Inc. |
|
|
National Bank Financial Inc. |
|
|
J.P. Morgan Securities Canada Inc. |
|
|
Wells Fargo Securities Canada Ltd. |
|
|
SMBC Nikko Securities Canada, Ltd. |
|
|
ATB Securities Inc. |
|
|
|
|
|
(collectively, the “Agents”). |
One or more sections of this term sheet may be provided by members
of the Syndicate to investors.
| (1) | [Redacted in accordance with Subsection 9A.3(4) of National Instrument 44-102 – Shelf Distributions] |
| (2) | A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision
or withdrawn at any time. |
Exhibit 99.6
A final short form base shelf prospectus containing
important information relating to the securities described in this document has been filed with the securities regulatory authorities
in each of the provinces of Canada. A copy of the final short form base shelf prospectus, any amendment to the short form base shelf prospectus
and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.
This document does not provide full disclosure
of all material facts relating to the securities offered. Investors should read the final short form base shelf prospectus, any amendment
and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered,
before making an investment decision.
February 12, 2024
![](https://www.sec.gov/Archives/edgar/data/868675/000110465924026548/tm246562d1_ex99-6img01.jpg)
TELUS Corporation
Final Term Sheet
5.10% Sustainability-Linked Series CAN Notes due
February 15, 2034
Issuer: |
|
TELUS Corporation (“TELUS”
or the “Company”) |
|
|
|
Issue: |
|
Sustainability-Linked Series CAN Notes pursuant
to Short Form Base Shelf Prospectus of the Company dated August 8, 2022 and the Prospectus Supplement of
the Company dated February 12, 2024(“Notes”). |
|
|
|
|
|
The Notes are “Sustainability-Linked Bonds”
issued in accordance with the Sustainability-Linked Bond Framework of TELUS dated June 2021 (the “Framework”). |
|
|
|
Principal Amount: |
|
C$500 million |
|
|
|
Pricing Date: |
|
February 12, 2024 |
|
|
|
Settlement Date: |
|
February 15, 2024 (T+3) |
|
|
|
Maturity Date: |
|
February 15, 2034 |
|
|
|
Target Observation Date: |
|
December 31, 2030 |
|
|
|
Sustainability Performance Target: |
|
Reduce absolute Scope 1 and 2 greenhouse gas emissions
by 46 per cent from 2019 levels by the Target Observation Date (the “Sustainability Performance Target”).
See “TELUS Sustainability-Linked Bond Framework” in the Prospectus Supplement dated February 12, 2024. |
|
|
|
Trigger Event: |
|
A “Trigger Event” will occur if
(i) TELUS does not achieve the Sustainability Performance Target as of the Target Observation Date as determined by the
External Verifier and confirmed in the SPT Verification Assurance Certificate, (ii) TELUS has not published on
its website the SPT Verification Assurance Certificate on or before April 30, 2031 or (iii) the SPT Verification
Assurance Certificate contains a reservation about whether or not the Sustainability Performance Target has been achieved
as of the Target Observation Date. |
|
|
|
Interest Rate: |
|
5.10% per annum (the “Initial Rate”),
payable semi-annually in arrears, in equal instalments on February 15 and August 15 of each year (each, an
“Interest Payment Date” and the period commencing on the later of the date of issuance of the Notes or
the last Interest Payment Date to, but excluding, the next Interest Payment Date, an “Interest Period”),
commencing on August 15, 2024. |
|
|
|
|
|
Upon the occurrence of a Trigger Event, in respect
of the Interest Period commencing on February 15, 2031, the rate of interest per annum for the purpose of determining
the amount of interest payable on the Interest Payment Date relating to such Interest Period shall increase by an amount equal to
0.50% per annum and the increased rate of interest shall be payable on the Interest Payment Date relating to each subsequent Interest
Period thereafter (such increase, the “Rate Increase” and the Initial Rate plus the Rate Increase, the “Modified
Rate”). |
|
|
If a Trigger Event has occurred,
TELUS shall give notice of such Trigger Event and the related Rate Increase and resulting Modified Rate to the trustee for the Notes
and the holders of Notes in accordance with the indenture governing the Notes (which shall include by way of press release and in
accordance with the policies and procedures of CDS Clearing and Depositary Services Inc., as applicable), as soon as reasonably practicable
following the occurrence of a Trigger Event but in any event by May 1, 2031. |
|
|
|
MFN Step-Up Due to Trigger Event in Future SLBs: |
|
In connection with a Future SLB Trigger Event, the
interest rate on the Notes may be increased pursuant to an MFN Step-Up as described in the Prospectus Supplement dated February 12,
2024. |
|
|
|
|
|
In no event shall the interest rate on the Notes exceed
the Initial Rate by more than 1.00% per annum in the aggregate, whether as a result of a Rate Increase or one or more MFN Step-Ups. |
|
|
|
Delivery of SPT Verification Assurance
Certificate: |
|
TELUS will publish on its website a limited assurance
report by the External Verifier (such report, the “SPT Verification Assurance Certificate”), which shall confirm
whether or not TELUS has achieved the Sustainability Performance Target as of the Target Observation Date. The SPT Verification Assurance
Certificate will be published no later than the later of (i) the date of publication of TELUS’s audited consolidated financial
statements for the fiscal year ending on the Target Observation Date and (ii) March 31, 2031; provided that to the extent
TELUS determines that additional time will be required for the External Verifier to complete the relevant SPT Verification Assurance
Certificate then the SPT Verification Assurance Certificate shall be published as soon as reasonably practicable after March 31,
2031, but in no event later than April 30, 2031. |
|
|
|
|
|
For any fiscal year ending prior to the Target Observation
Date (the end of such fiscal year, an “Early Observation Date”), TELUS shall be entitled to publish on its website
a limited assurance report by the External Verifier (such report, an “Early Verification Assurance Certificate”),
confirming whether or not TELUS has achieved the Sustainability Performance Target as of such Early Observation Date. |
|
|
|
External Verifier: |
|
Any independent accounting or appraisal firm or other
independent expert of internationally recognized standing appointed by TELUS, in each case with the expertise necessary (as determined
by TELUS, acting reasonably) to perform the functions required to be performed by such firm or expert in order to determine if the
Sustainability Performance Target has been met. |
|
|
|
Issue Spread(1): |
|
[Redacted in accordance with Subsection 9A.3(4) of
National Instrument 44-102 – Shelf Distributions] |
|
|
|
Issue Yield: |
|
5.146% per annum |
|
|
|
Issue Price: |
|
C$99.644 per $100 principal amount |
|
|
|
Rank: |
|
The Notes will be unsecured and
unsubordinated obligations of the Company and will rank pari passu with all existing and future unsecured and unsubordinated
obligations of the Company. |
|
|
|
Expected Credit Ratings(2): |
|
DBRS: BBB (Stable Trend) |
|
|
Moody's: Baa2 (Stable Outlook) |
|
|
S&P: BBB (Stable Outlook) |
|
|
|
Redemption: |
|
The Notes may be redeemed at any time prior to November 15,
2033 at the option of the Company, in whole or from time to time, in part, on not fewer than 10 nor more than 60 days
prior notice at a redemption price equal to the Make-Whole Amount. |
|
|
|
|
|
The Notes may be redeemed at any time on or after November 15,
2033 at the option of the Company, in whole or from time to time, in part, on not fewer than 10 nor more than 60 days prior
notice at a redemption price equal to the Par Call Amount. |
|
|
|
|
|
Any redemption may, at the Company's discretion, be
subject to one or more conditions, and may be revoked if any such conditions are not satisfied. |
|
|
|
|
|
“Make-Whole Amount” shall mean,
in respect of the Notes being redeemed, an amount equal to the greater of (a) the Discounted Value of the Notes being
redeemed and (b) 100% of the principal amount thereof, in each case together with interest accrued to, but excluding,
the date fixed for redemption calculated at a rate equal to the Modified Rate, unless as of the end of the fiscal year
immediately prior to the date that notice of redemption is given TELUS has achieved the Sustainability Performance Target
as determined by the External Verifier and confirmed in an Early Verification Assurance Certificate or the SPT Verification
Assurance Certificate, as applicable, in which case interest shall be calculated at a rate equal to the Initial Rate. |
|
|
|
|
|
“Discounted Value of the Notes”
shall have the meaning as described in the Prospectus Supplement dated February 12, 2024. |
|
|
|
|
|
“Par Call Amount” shall mean, in
respect of the Notes being redeemed, the principal amount thereof plus: the sum of (a) interest accrued to, but
excluding, the date fixed for redemption calculated at a rate of either (i) the Modified Rate (if a Trigger Event has
occurred) or (ii) the Initial Rate (if a Trigger Event has not occurred) and (b) in the event a Trigger Event has
occurred, an additional amount equal to (i) 0.25% of the principal amount of the Notes being redeemed less (ii) the
amount of interest accrued from the last scheduled Interest Payment Date to, but excluding, the date fixed for redemption
determined using a rate equal to the Rate Increase (and included in the aggregate amount determined pursuant to (a)). |
|
|
|
Payment & Delivery: |
|
Payments of interest and principal will be made to
CDS or its nominee. |
|
|
|
Distribution: |
|
All provinces of Canada. |
|
|
|
Covenants: |
|
Covenants include negative pledge, cross acceleration,
restrictions against sale & leaseback, limitations on indebtedness of restricted subsidiaries (please refer
to the Prospectus Supplement dated February 12, 2024). |
|
|
|
Change of Control: |
|
The Company will be required to make an offer to repurchase
the Notes at a price equal to 101% of their principal amount plus accrued and unpaid interest (at the then prevailing
rate on the Notes) to the date of repurchase upon the occurrence of a Change of Control Triggering Event. See “Details
of the Offering - Repurchase upon Change of Control Triggering Event” in the Prospectus Supplement dated February 12,
2024. |
Tax Consequences: |
|
In certain circumstances, provisions of the Income
Tax Act (Canada) (the “Tax Act”) require a holder of a “prescribed debt obligation”
(as defined for the purposes of the Tax Act) resident in Canada to include in income for each taxation year the amount
of any interest, bonus or premium receivable on the obligation over its term based on the maximum amount of interest, bonus
or premium receivable on the obligation. The Notes may be considered to be prescribed debt obligations, and a holder
resident in Canada should consult their tax advisors with respect to the potential consequences to them of deemed accrual
on a prescribed debt obligation. |
|
|
|
Use of Proceeds: |
|
The net proceeds will be used for the repayment of
outstanding indebtedness, including all or a portion of the repayment upon maturity of the 3.35% Series CK Notes due
April 2024, as well as the repayment of a portion of commercial paper (incurred for general working capital purposes)
and/or the repayment of a portion of the 2022 Credit Facility, and for other general corporate purposes. Pending any
such use of the net proceeds, the Company will invest the net proceeds in bank deposits and short-term marketable securities. |
|
|
|
CUSIP / ISIN: |
|
87971MCG6 / CA87971MCG65 |
|
|
|
Syndicate: |
|
CIBC World Markets Inc (Joint Bookrunner) |
|
|
RBC Dominion Securities Inc.(Joint Bookrunner) |
|
|
Scotia Capital Inc. (Joint Bookrunner) |
|
|
BMO Nesbitt Burns Inc. |
|
|
TD Securities Inc. |
|
|
Desjardins Securities Inc. |
|
|
National Bank Financial Inc. |
|
|
J.P. Morgan Securities Canada Inc. |
|
|
Wells Fargo Securities Canada Ltd. |
|
|
SMBC Nikko Securities Canada, Ltd. |
|
|
ATB Securities Inc. |
|
|
|
|
|
(collectively, the “Agents”). |
One or more sections of this term sheet may be provided by members
of the Syndicate to investors.
| (1) | [Redacted in accordance with Subsection 9A.3(4) of National Instrument 44-102 – Shelf Distributions] |
| (2) | A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision
or withdrawn at any time. |
Exhibit 99.7
A final short form base shelf prospectus containing
important information relating to the securities described in this document has been filed with the securities regulatory authorities
in each of the provinces of Canada. A copy of the final short form base shelf prospectus, any amendment to the short form base shelf
prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.
This document does not provide full disclosure
of all material facts relating to the securities offered. Investors should read the final short form base shelf prospectus, any amendment
and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered,
before making an investment decision.
February 12, 2024
![](https://www.sec.gov/Archives/edgar/data/868675/000110465924026548/tm246562d1_ex99-7img01.jpg)
TELUS Corporation
Final Term Sheet
4.80% Series CAO
Notes due December 15, 2028
Issuer: |
|
TELUS Corporation (“TELUS”
or the “Company”) |
|
|
|
Issue: |
|
Series CAO Notes pursuant to Short Form Base
Shelf Prospectus of the Company dated August 8, 2022 and the Prospectus Supplement of the Company dated February 12, 2024
(“Notes”). |
|
|
|
Principal Amount: |
|
C$700 million |
|
|
|
Pricing Date: |
|
February 12, 2024 |
|
|
|
Settlement Date: |
|
February 15, 2024 (T+3) |
|
|
|
Maturity Date: |
|
December 15, 2028 |
|
|
|
Interest Rate: |
|
4.80% per annum, payable semi-annually in arrears,
in equal instalments on June 15 and December 15 of each year, commencing on June 15, 2024. The first interest payment
(short first coupon) on June 15, 2024 will be in an amount equal to $11,138,630.14 |
|
|
|
Issue Spread(1): |
|
[Redacted in accordance with Subsection 9A.3(4) of
National Instrument 44-102 – Shelf Distributions] |
|
|
|
Issue Yield: |
|
4.826% per annum |
|
|
|
Issue Price: |
|
C$99.895 per $100 principal amount |
|
|
|
Rank: |
|
The Notes will be unsecured and unsubordinated obligations
of the Company and will rank pari passu with all existing and future unsecured and unsubordinated obligations of the Company. |
|
|
|
Expected Credit Ratings(2): |
|
DBRS: BBB (Stable Trend) |
|
|
Moody's: Baa2 (Stable Outlook) |
|
|
S&P: BBB (Stable Outlook) |
Redemption: |
|
The Notes may be redeemed at any
time prior to November 15, 2028 at the option of the Company, in whole or from time to time, in part, on not fewer than 10 nor
more than 60 days prior notice at a redemption price equal to the greater of (a) the Discounted Value of the Notes being redeemed
and (b) 100% of the principal amount thereof. The Notes may be redeemed at any time on or after November 15, 2028 at the option
of the Company, in whole or from time to time, in part, on not fewer than 10 nor more than 60 days prior notice at a redemption price
equal to 100% of the principal amount thereof. In addition, accrued and unpaid interest, if any, will be paid to the date
fixed for redemption. |
|
|
|
|
|
Any redemption may, at the Company's discretion, be
subject to one or more conditions, and may be revoked if any such conditions are not satisfied. |
|
|
|
|
|
“Discounted Value of the Notes” shall have the meaning as described in the Prospectus Supplement dated February
12, 2024. |
|
|
|
Payment & Delivery: |
|
Payments of interest and principal will be made to
CDS or its nominee. |
|
|
|
Distribution: |
|
All provinces of Canada. |
|
|
|
Covenants: |
|
Covenants include negative pledge, cross acceleration,
restrictions against sale & leaseback, limitations on indebtedness of restricted subsidiaries (please refer to the Prospectus
Supplement dated February 12, 2024). |
|
|
|
Change of Control: |
|
The Company will be required to make an offer to repurchase
the Notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the date of repurchase
upon the occurrence of a Change of Control Triggering Event. See “Details of the Offering - Repurchase upon Change of
Control Triggering Event” in the Prospectus Supplement dated February 12, 2024. |
|
|
|
Use of Proceeds: |
|
The net proceeds will be used for the repayment of
outstanding indebtedness, including all or a portion of the repayment upon maturity of the 3.35% Series CK Notes due
April 2024, as well as the repayment of a portion of commercial paper (incurred for general working capital purposes)
and/or the repayment of a portion of the 2022 Credit Facility, and for other general corporate purposes. Pending any
such use of the net proceeds, the Company will invest the net proceeds in bank deposits and short-term marketable securities. |
|
|
|
CUSIP / ISIN: |
|
87971MCE1 / CA87971MCE18 |
|
|
|
Syndicate: |
|
CIBC World Markets Inc. (Joint Bookrunner) |
|
|
RBC Dominion Securities Inc. (Joint Bookrunner) |
|
|
Scotia Capital Inc. (Joint Bookrunner) |
|
|
BMO Nesbitt Burns Inc. |
|
|
TD Securities Inc. |
|
|
Desjardins Securities Inc. |
|
|
National Bank Financial Inc. |
|
|
J.P. Morgan Securities Canada Inc. |
|
|
Wells Fargo Securities Canada Ltd. |
|
|
SMBC Nikko Securities Canada, Ltd. |
|
|
ATB Securities Inc. |
|
|
|
|
|
(collectively, the “Agents”). |
One or more sections of this term sheet may be provided by members
of the Syndicate to investors.
| (1) | [Redacted in accordance with Subsection
9A.3(4) of National Instrument 44-102 – Shelf Distributions] |
| (2) | A credit rating is not a recommendation
to buy, sell or hold securities and may be subject to revision or withdrawn at any time. |
Exhibit 99.8
![](https://www.sec.gov/Archives/edgar/data/868675/000110465924026548/tm246562d1_ex99-8img01.jpg) | News Release |
February 12, 2024
TELUS
announces three-tranche note offering
4.80% Notes,
Series CAO due December 15, 2028
4.95% Notes,
Series CAP due February 18, 2031
5.10% Sustainability-Linked
Notes, Series CAN due February 15, 2034
VANCOUVER, B.C.
- TELUS announced today it has priced $1.8 billion of senior unsecured notes in three series, the first with a 4-year and 10-month
maturity, the second with a 7-year maturity and the third with a 10-year maturity. The notes are offered through a syndicate of agents
led by CIBC World Markets Inc, RBC Dominion Securities Inc. and Scotia Capital Inc. Closing of the offering is expected to occur on or
about February 15, 2024.
The 4.80% notes, Series CAO, were priced
at $99.895 per $100 principal amount for an effective yield of 4.826% per annum until maturity, and will mature on December 15, 2028.
The 4.95% notes, Series CAP, were priced
at $99.707 per $100 principal amount for an effective yield of 5.000% per annum until maturity, and will mature on February 18, 2031.
The 5.10% Sustainability-Linked notes, Series CAN
(the “Series CAN Notes”), were priced at $99.644 per $100 principal amount for an effective yield of 5.146% per annum
until maturity, subject to a possible interest rate step-up, and will mature on February 15, 2034.
The net proceeds of this offering will be used
for the repayment of outstanding indebtedness, including all or a portion of the repayment upon maturity of TELUS’ 3.35% Series CK
Notes due April 2024, as well as the repayment of a portion of commercial paper (incurred for general working capital purposes) and/or
the repayment of a portion of TELUS’ $1.1 billion unsecured Credit Facility with a term expiring July 2024, and for other general
corporate purposes.
The Series CAN notes are “Sustainability-Linked
Bonds” issued pursuant to TELUS’ Sustainability-Linked Bond Framework announced on June 14, 2021, as it may be amended,
restated and/or replaced from time to time (the “Framework”) and will be TELUS’ sixth bond offering under the Framework.
As part of the Framework, TELUS has committed to reducing its absolute Scope 1 and 2 greenhouse gas (“GHG”) emissions by 46%
from 2019 levels by 2030. Should TELUS fail to achieve this target (the “Sustainability Performance Target”) by December 31,
2030, the interest payable on the Series CAN Notes will increase by 0.50% per annum, as will be further detailed in the prospectus
supplement that TELUS will be filing to its short form base shelf prospectus dated August 8, 2022 with securities regulatory authorities
in each of the provinces of Canada. The interest payable on the Series CAN Notes may also increase in certain circumstances if TELUS
fails to meet additional sustainability and/or environmental, social or governance (“ESG”) targets as provided for in a future
“Sustainability-Linked Bond” (a “Future SLB”) issued by TELUS pursuant to the Framework. The interest rate on
the Series CAN Notes, however, can in no event exceed the initial rate of 5.10% by more than 1.00% per annum in the aggregate, whether
as a result of the failure to achieve the Sustainability Performance Target and/or any targets under one or more Future SLBs.
The Series CAN
Note offering supports TELUS’ commitment to environmental sustainability by linking financing to the achievement of ambitious ESG
targets. The target set out in the Framework was approved by the Science Based Targets initiative (“SBTi”), further
demonstrating TELUS’ global sustainability leadership and support of the world’s fight against climate change. The Sustainability
Performance Target is consistent with reductions required to limit warming to below 1.5°C, which at the time of publication of the
Framework, was considered the most ambitious designation available through the SBTi process.
TELUS will report annually on its performance
against the Sustainability Performance Target and will also obtain an annual independent and external verification of its performance
against the Sustainability Performance Target in the form of a limited assurance report. TELUS’ performance as well as the limited
assurance report will be included in its annual Sustainability and ESG Report, or other similar report(s) as the case may be, and
will be available on TELUS’ website.
Sustainalytics, a leading independent ESG research,
ratings and analytics firm, issued a Second Party Opinion in June 2021 (as subsequently extended) confirming that the Framework aligns
with the International Capital Market Association’s Sustainability-Linked Bond Principles, 2020.
This media release does not constitute an offer
to sell or the solicitation of an offer to buy the securities in any jurisdiction. The securities being offered have not been approved
or disapproved by any Canadian securities regulatory authority, nor has any authority passed upon the accuracy or adequacy of the short
form base shelf prospectus or the prospectus supplement. The notes have not been registered under the U.S. Securities Act of 1933, as
amended, and no notes of any series are being offered in the United States or to or for the account or benefit of any U.S. person.
The notes of each
series are being offered pursuant to a prospectus supplement to the short form base shelf prospectus of TELUS dated August 8, 2022.
The short form base shelf prospectus and prospectus supplement contain important detailed information about each series of notes. Copies
of the short form base shelf prospectus and the prospectus supplement relating to the offering of each series of notes when filed with
securities regulatory authorities in Canada may be obtained from the Chief Legal and Governance Officer of TELUS at 510 W. Georgia St.,
23rd Floor, Vancouver, British Columbia V6B 0M3 (telephone 604-695-6420). Copies of these documents are, or will be, available electronically
on the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators+ (“SEDAR+”), at www.sedarplus.ca.
Investors should read the short form base shelf prospectus and prospectus supplement before making an investment decision.
Forward-Looking Statements
This news release contains statements about future
events pertaining to the offering, including the anticipated closing date of the offering, the intended use of the net proceeds of the
offering, the Framework, including TELUS’ commitment to reduce its absolute Scope 1 and 2 GHG emissions by 46% from 2019 levels
by 2030, the increase in the interest rate per annum of the Series CAN Notes if TELUS fails to reach the Sustainability Performance
Target by the required date, the increase in the interest rate per annum of the Series CAN Notes if TELUS fails to reach additional
ESG targets as provided for in a Future SLB(s), and TELUS’ commitments to report annually on its performance against its Sustainability
Performance Target, to obtain an annual independent and external verification of its performance against the Sustainability Performance
Target in the form of a limited assurance report and to include such performance and such limited assurance report in TELUS’ annual
Sustainability and ESG Report or other similar reports and make them available on TELUS’ website. By their nature, forward-looking
statements require us to make assumptions and predictions and are subject to inherent risks and uncertainties including: risks associated
with capital and debt markets; TELUS’ ability to identify, procure and implement solutions to reduce energy consumption and adopt
cleaner sources of energy; TELUS’ ability to identify and make suitable investments in renewable energy, including in the form of
virtual power purchase agreements; TELUS’ ability to continue to realize significant absolute reductions in energy use and the resulting
GHG emissions in its operations (in part as a result of programs and initiatives focused on our buildings and network); and other risks
associated with achieving TELUS’ goals to reduce its GHG emission targets by 2030. There is significant risk that the forward-looking
statements will not prove to be accurate. The timing and closing of the above-mentioned offering are subject to customary closing conditions
and other risks and uncertainties. Readers are cautioned not to place undue reliance on forward-looking statements as a number of factors
could cause actual future performance and events to differ materially from those described in the forward-looking statements. Accordingly,
this news release is subject to the disclaimer and the qualifications and risk factors as set out in our 2023 annual management’s
discussion and analysis (MD&A), and in other TELUS public disclosure documents and filings with securities commissions in Canada (on
SEDAR+ at sedarplus.ca) and in the United States (on EDGAR at sec.gov). The forward-looking statements contained in this news release
describe our expectations at the date of this news release and, accordingly, are subject to change after such date. Except as required
by law, TELUS disclaims any intention or obligation to update or revise forward-looking statements.
About TELUS
TELUS (TSX:
T, NYSE: TU) is a dynamic, world-leading communications technology company with more than $20 billion in annual revenue and over 19 million
customer connections spanning wireless, data, IP, voice, television, entertainment, video, and security. Our social purpose is to
leverage our global-leading technology and compassion to drive social change and enable remarkable human outcomes. Our longstanding commitment
to putting our customers first fuels every aspect of our business, making us a distinct leader in customer service excellence and loyalty.
The numerous, sustained accolades TELUS has earned over the years from independent, industry-leading network insight firms showcase the
strength and speed of TELUS’ global-leading networks, reinforcing our commitment to provide Canadians with access to superior technology
that connects us to the people, resources and information that make our lives better.
Operating in 32 countries around the world, TELUS
International (TSX and NYSE: TIXT) is a leading digital customer experience innovator that designs, builds, and delivers next-generation
solutions, including AI and content moderation, for global and disruptive brands across strategic industry verticals, including tech and
games, communications and media, eCommerce and fintech, banking, financial services and insurance, healthcare, and others.
TELUS Health is
a global healthcare leader, which provides employee and family primary and preventive healthcare and wellbeing solutions. Our TELUS team,
along with our 100,000 health professionals, are leveraging the combination of TELUS’ strong digital and data analytics capabilities
with our unsurpassed client service to dramatically improve remedial, preventive and mental health outcomes covering nearly 70 million
lives, and growing, around the world. As the largest provider of digital solutions and digital insights of its kind, TELUS Agriculture &
Consumer Goods enables efficient and sustainable production from seed to store, helping improve the safety and quality of food and other
goods in a way that is traceable to end consumers.
Driven by our determination and vision to connect
all citizens for good, our deeply meaningful and enduring philosophy to give where we live has inspired TELUS and our team to contribute
$1.7 billion, including 2.2 million days of service since 2000. This unprecedented generosity and unparalleled volunteerism have made
TELUS the most giving company in the world. Together, let’s make the future friendly.
For more information
about TELUS, please visit telus.com, follow us at @TELUSNews on X and @Darren_Entwistle on Instagram
Investor Relations
Ian McMillan
(604) 317-8768
ir@telus.com
Media Relations
Steve Beisswanger
(514) 865-2787
Steve.Beisswanger@telus.com
Exhibit 99.9
TELUS CORPORATION
as Issuer
and
COMPUTERSHARE TRUST COMPANY OF CANADA
as Indenture Trustee
FORTY-EIGHTH SERIES SUPPLEMENT
Dated as of February 15, 2024
Supplementing the Trust Indenture dated as of
May 22, 2001
between TELUS Corporation, as Issuer and
Computershare Trust Company of Canada, as Indenture
Trustee,
and providing for
the issue of
5.10% Sustainability-Linked
Notes, Series CAN due February 15, 2034
in the aggregate principal amount of $500,000,000
TABLE OF CONTENTS
Article One Interpretation |
1 |
|
|
|
1.01 |
To be Read with Indenture; Governing Law |
1 |
|
|
|
1.02 |
Definitions |
1 |
|
|
|
1.03 |
Conflict Between Series Supplement and Indenture |
6 |
|
|
|
1.04 |
Interpretation Provisions in Indenture |
6 |
|
|
|
1.05 |
Exhibits |
6 |
|
|
|
Article Two Debt Securities |
6 |
|
|
|
2.01 |
Creation and Designation |
6 |
|
|
|
2.02 |
Limitation on Aggregate Principal Amount |
6 |
|
|
|
2.03 |
Currency |
6 |
|
|
|
2.04 |
Denominations |
6 |
|
|
|
2.05 |
Date and Stated Maturity |
7 |
|
|
|
2.06 |
Interest |
7 |
|
|
|
2.07 |
Additional Amounts |
8 |
|
|
|
2.08 |
Redemption and Purchase |
10 |
|
|
|
2.09 |
Sinking Fund |
11 |
|
|
|
2.10 |
Defeasance |
11 |
|
|
|
2.11 |
Form and Certification |
11 |
|
|
|
2.12 |
Identification |
12 |
|
|
|
2.13 |
Non-Business Days |
12 |
|
|
|
Article Three Covenants With Respect
To The Notes |
12 |
|
|
|
3.01 |
Negative Covenants in the Indenture |
12 |
|
|
|
3.02 |
Additional Negative Covenants |
12 |
|
|
|
Article Four Miscellaneous Provisions |
13 |
|
|
|
4.01 |
Confirmation of Indenture |
13 |
|
|
|
4.02 |
Acceptance of Trusts |
13 |
|
|
|
4.03 |
Counterparts and Formal Date |
14 |
|
|
|
Article Five Additional Covenant
With Respect to the Notes — Offer to Repurchase Notes |
14 |
|
|
|
5.01 |
Offer to Repurchase Notes on Change of Control Triggering
Event |
14 |
|
|
|
Exhibit A To Forty-Eighth Series Supplement |
A-1 |
THIS
IS THE FORTY-EIGHTH SERIES SUPPLEMENT dated as of February 15, 2024
BETWEEN:
TELUS
CORPORATION, in its capacity as Issuer
- and-
COMPUTERSHARE
TRUST COMPANY OF CANADA,
a trust company under the laws of Canada, in its capacity as Indenture Trustee
WHEREAS
the Issuer and the Indenture Trustee have entered into a trust indenture dated as of May 22, 2001 (the “Base
Indenture”), as supplemented by the forty-seventh supplement to the Base Indenture, dated January 2, 2024 between the
Issuer and the Indenture Trustee (together, with the Base Indenture, the "Indenture");
AND
WHEREAS pursuant to Section 2.02 of the Base Indenture, the Issuer may from time to time create and issue one or more
new Series of Debt Securities, subject to the satisfaction of certain conditions set forth in the Indenture and in the related Series Supplement;
AND
WHEREAS the Principal Terms of any new Series of Debt Securities are to be set forth in a Series Supplement, which
supplements the Indenture in relation to such Series;
AND
WHEREAS this Series Supplement relates to the Series of Debt Securities to be designated as 5.10% Sustainability-Linked
Notes, Series CAN due February 15, 2034 and the Issuer and the Indenture Trustee are entering into this Series Supplement
in order to establish the Principal Terms of such Series and to provide for the issuance of such Series.
NOW
THEREFORE THIS SERIES SUPPLEMENT WITNESSES and it is hereby covenanted, agreed and declared as follows:
Article One
Interpretation
| 1.01 | To be Read with Indenture; Governing Law |
This Series Supplement
is supplemental to the Indenture, and the Indenture and this Series Supplement shall hereafter be read together and shall have effect,
so far as practicable, with respect to the 5.10% Sustainability-Linked Notes, Series CAN due February 15, 2034 as if
all the provisions of the Indenture and this Series Supplement were contained in one instrument, which instrument shall be governed
by and construed in accordance with the laws of the Province of Ontario, and the federal laws of Canada applicable in such Province.
The parties hereto expressly request and require that this document be drawn up in English. Les parties aux présentes conviennent
et exigent que cette entente et tous les documents qui s’y rattachent soient rédigés en anglais.
| (1) | All capitalized terms used but not defined
in this Series Supplement shall have the meanings specified in the Indenture except
that for the purpose, and only for the purpose, of this Series Supplement and the Notes: |
| (a) | clause (dd) of the definition of “Permitted
Liens” is amended to read as follows: |
(dd) any other Liens not otherwise qualifying
as a Permitted Lien under the preceding clauses of this definition provided that, at the applicable time, the sum of (without duplication)
(x) the aggregate principal amount of the Indebtedness secured by all such other Liens, plus (y) the Attributable Debt determined
at such time of the then outstanding Unrestricted Sale and Lease-Back Transactions to which the Issuer or a Restricted Subsidiary is
a party, plus (z) the then outstanding principal amount of all Restricted Indebtedness of the Restricted Subsidiaries, does not
exceed 15% of the then applicable Consolidated Net Tangible Assets.
| (b) | the definition of the term “Unrestricted
Sale and Lease-Back Transaction” is amended to read as follows: |
“Unrestricted Sale and Lease-Back
Transaction” shall have the meaning specified in paragraph 3.02(b)(ii) of this Series Supplement.
| (c) | the definition of the term “Restricted
Subsidiary” is amended to read as follows: |
“Restricted Subsidiary”
shall mean (a) TELUS Communications Inc., (b) TELUS International (Cda) Inc., and (c) at any time any other Subsidiary
of the Issuer if, at the end of the most recent fiscal quarter for which the Issuer has issued its financial statements, the total assets
of such Subsidiary exceeded 10% of the consolidated assets of the Issuer and its Subsidiaries, determined in accordance with Canadian
generally accepted accounting principles consistently applied.
| (2) | In addition, the following terms shall have
the following meanings: |
“2019
levels” means the Scope 1 and Scope 2 greenhouse gas emissions of the Issuer and its Subsidiaries for the fiscal year ended
December 31, 2019 (being 302,579 tCO2e) (as such level may be adjusted pursuant to the Framework).
“Additional Amounts”
shall have the meaning specified in Section 2.07 of this Series Supplement.
“Change of Control”
shall mean the occurrence of any one of the following: (i) the direct or indirect sale, transfer, conveyance, lease or other disposition
(other than by way of consolidation, amalgamation or merger), in one or a series of related transactions, of all or substantially all
of the property and assets of the Issuer and its Subsidiaries, taken as a whole, to any Person or group of persons acting jointly or
in concert for purposes of such transaction (other than to the Issuer and its Subsidiaries); or (ii) the consummation of any transaction
including, without limitation, any consolidation, amalgamation, merger or issue of voting shares, the result of which is that any Person
or group of persons acting jointly or in concert for purposes of such transaction (other than the Issuer and its Subsidiaries) becomes
the beneficial owner, directly or indirectly, of more than 50% of the voting shares of the Issuer, measured by voting power rather than
number of shares (but shall not include the creation of a holding company or similar transaction that does not involve a change in the
beneficial ownership of the Issuer).
“Change of Control Offer”
shall have the meaning specified in Section 5.01(1) of this Series Supplement.
“Change of Control Payment”
shall have the meaning specified in Section 5.01(1) of this Series Supplement.
“Change of Control Payment Date”
shall have the meaning specified in Section 5.01(2) of this Series Supplement.
“Change of Control Triggering
Event” shall mean the occurrence of both a Change of Control and a Rating Event.
“DBRS” shall mean
DBRS Limited.
“Discounted
Value” shall mean, for any Note and any applicable Redemption Date, an amount equal to the sum of the present values of the
remaining scheduled payments of principal and interest thereon to the maturity date of the Notes (or to November 15, 2033
if, as of the date notice of redemption is given, (i) there has not been any Rate Increase or MFN Step-Up and (ii) there can
no longer be a Rate Increase or, based on the Future SLBs then outstanding, any MFN Step-Ups until November 15, 2033) (the maturity
date of the Notes or November 15, 2033, as applicable, the “Relevant Date”) that would be due if the Notes matured
on the Relevant Date but for the redemption (exclusive of any portion of the payments of interest accrued to the redemption date) computed
on a semi-annual basis by discounting such payments (assuming a 365 day year) to the redemption date of the Notes at the Government of
Canada Yield for the Notes, plus 38.5 basis points. In calculating Discounted Value of the Notes, remaining scheduled interest payments
will be calculated assuming that the Trigger Event and any Future SLB Trigger Events under Future SLBs outstanding as of the date that
notice of redemption is given will occur, and that the interest rate on the Notes will consequently be increased pursuant to a Rate Increase
and pursuant to one or more MFN Step-Ups, in each case at the times and to the extent described in Section 2.06(3) of this
Series Supplement, but only to the extent such consequent increases can still occur until the Relevant Date.
“Early
Verification Assurance Certificate” shall mean a limited assurance report provided by the External Verifier and published on
the Issuer’s website which shall confirm whether or not the Issuer has achieved the Sustainability Performance Target as of the
end of any fiscal year ending prior to the Target Observation Date.
“External Verifier”
shall mean any independent accounting or appraisal firm or other independent expert of internationally recognized standing appointed
by the Issuer, in each case with the expertise necessary (as determined by the Issuer, acting reasonably) to perform the functions required
to be performed by such firm or expert in order to determine if the Sustainability Performance Target has been met.
“Framework” shall
mean the Sustainability-Linked Bond Framework of TELUS dated June 2021, as it may be amended or supplemented from time to time.
“Future
SLB” shall mean sustainability-linked bond issued by the Issuer under the Framework after February 15, 2024 that
includes additional sustainability and/or environmental, social or governance targets.
“Future SLB Rate Increase”
shall mean any increase in the annual rate of interest payable on a Future SLB upon the occurrence of a Future SLB Trigger Event.
“Future SLB Trigger Event”
shall mean in connection with a Future SLB any failure to (a) achieve, (b) verify the achievement of, or (c) publicize
the verification of, a sustainability and/or environmental, social or governance target in accordance with the terms of such Future SLB.
“Government of Canada Yield”
shall mean, with respect to any Note and any applicable Redemption Date, the mid market yield to maturity on the third Business Day (the
“Determination Date”) preceding such Redemption Date, compounded semi-annually, which a non-callable Government of
Canada bond would carry if issued, in Canadian Dollars in Canada, at 100% of its principal amount on such date with a term to maturity
which most closely approximates the remaining term to the Relevant Date from such Redemption Date as quoted by a dealer selected from
time to time by the Issuer and approved by the Indenture Trustee at noon (Toronto time) on such Determination Date.
“Initial
Rate” shall mean 5.10% per annum.
“Interest Period”
shall mean the period commencing on the later of the date of issuance of the Notes or the last Interest Payment Date to, but excluding,
the next Interest Payment Date.
“Investment Grade Rating”
shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P or BBB (low)
(or the equivalent) by DBRS, or the equivalent investment grade credit rating from any other Specified Rating Agency.
“Maturity
Date” shall mean February 15, 2034.
“MFN
Step-Up” shall have the meaning specified in Section 2.06(3) of this Series Supplement.
“Modified Rate” shall
mean the Initial Rate plus the Rate Increase.
“Moody’s” shall
mean Moody’s Investors Service Inc.
“Notes” shall have
the meaning specified in Section 2.01 of this Series Supplement.
“Par
Call Date” shall mean November 15, 2033.
“Permitted Indebtedness”
of the Restricted Subsidiaries shall mean:
| (a) | Indebtedness of the Restricted Subsidiaries
from time to time secured by Liens constituting Permitted Liens under any of clauses (a) to
(cc) inclusive of the definition of Permitted Liens; |
| (b) | Indebtedness (excluding Indebtedness outstanding
under commercial paper programs) of the Restricted Subsidiaries existing on the date of this
Series Supplement and, in the case of any Person which is not a Restricted Subsidiary
on the date of this Series Supplement or which ceases to be a Restricted Subsidiary
after the date of this Series Supplement, at the time such Person becomes, or again
becomes, as the case may be, a Restricted Subsidiary; |
| (c) | Indebtedness of a Restricted Subsidiary
owing to the Issuer or to another Restricted Subsidiary; |
| (d) | commercial paper issued from time to time
by any one or more of the Restricted Subsidiaries in a principal amount of up to $1,000,000,000
(or the Equivalent Amount in any other currency or currencies); and |
| (e) | any extension, renewal or replacement (including
successive extensions, renewals or replacements), in whole or in part, of any Indebtedness
of the Restricted Subsidiaries referred to in any of the preceding clauses of this definition
(provided that the principal amount of such Indebtedness immediately prior to such extension,
renewal or replacement is not increased). |
“Rate Increase” means
an amount equal to 0.50% per annum.
“Rating Event” shall
mean the rating on the Notes is lowered to below an Investment Grade Rating by at least two out of three of the Specified Rating Agencies
if there are three Specified Rating Agencies or all of the Specified Rating Agencies if there are less than three Specified Rating Agencies
(the “Required Threshold”) on any day within the 60-day period (which 60-day period will be extended so long as the
rating of the Notes is under publicly announced consideration for a possible downgrade by such number of the Specified Rating Agencies
which, together with Specified Rating Agencies which have already lowered their ratings on the Notes as aforesaid, would aggregate in
number the Required Threshold, but only to the extent that, and for so long as, a Change of Control Triggering Event would result if
such downgrade were to occur) after the earlier of (i) the occurrence of a Change of Control, and (ii) public notice of the
occurrence of a Change of Control or of the Issuer’s intention or agreement to effect a Change of Control.
“Restricted Indebtedness”
of the Restricted Subsidiaries, shall mean at any time, any Indebtedness of the Restricted Subsidiaries which, at such time, is not Permitted
Indebtedness.
“S&P” shall mean
Standard & Poor’s Rating Services, a business unit of S&P Global Canada Corp.
“Specified Rating Agencies”
shall mean each of Moody’s, S&P and DBRS as long as, in each case, it has not ceased to rate the Notes or failed to make a
rating of the Notes publicly available for reasons outside of the Issuer’s control; provided that if one or more of Moody’s,
S&P or DBRS ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Issuer’s
control, the Issuer may select any other “designated rating organization” within the meaning of National Instrument 41-101
of the Canadian Securities Administrators as a replacement agency for such one or more of them, as the case may be.
“SPT
Verification Assurance Certificate” shall mean the limited assurance report provided by the External Verifier which shall confirm
whether or not the Issuer has achieved the Sustainability Performance Target as of the Target Observation Date and which shall
be published by the Issuer on its website no later than the later of: (i) the date of publication of the Issuer’s audited
consolidated financial statements for the fiscal year ending on the Target Observation Date and (ii) March 31, 2031; provided
that to the extent the Issuer determines that additional time will be required for the External Verifier to complete the relevant SPT
Verification Assurance Certificate then the SPT Verification Assurance Certificate shall be published by the Issuer on its website as
soon as reasonably practicable after March 31, 2031, but in no event later than April 30, 2031.
“Sustainability
Performance Target” shall mean the Issuer’s target of reducing absolute Scope 1 and 2 greenhouse gas emissions by 46
per cent from 2019 levels by the Target Observation Date (as such target or 2019 levels may be adjusted pursuant to the Framework).
“Target Observation Date”
means December 31, 2030.
“Taxes”
shall have the meaning specified in Section 2.07 of this Series Supplement.
“Trigger
Event” shall mean if: (i) the Issuer does not achieve the Sustainability Performance Target as of the Target Observation
Date as determined by the External Verifier and confirmed in the SPT Verification Assurance Certificate, (ii) the Issuer has not
published on its website the SPT Verification Assurance Certificate on or before April 30, 2031 or (iii) the SPT Verification
Assurance Certificate contains a reservation about whether or not the Sustainability Performance Target has been achieved as of the Target
Observation Date.
| 1.03 | Conflict Between Series Supplement and Indenture |
If any term or provision contained in this Series Supplement
shall conflict or be inconsistent with any term or provision of the Indenture, the terms and provisions of this Series Supplement
shall govern; provided, however, that the terms and provisions of this Series Supplement may modify or amend the terms of the Indenture
solely as applied to the Notes.
| 1.04 | Interpretation Provisions in Indenture |
This Series Supplement shall, unless the
context otherwise requires, be subject to the interpretation provisions contained in Article One of the Base Indenture.
Exhibit A to this Series Supplement
forms part of this Series Supplement.
Article Two
Debt Securities
| 2.01 | Creation and Designation |
The Issuer is hereby
authorized to issue under the Indenture a Series of Debt Securities designated “5.10% Sustainability-Linked Notes,
Series CAN due February 15, 2034” (the “Notes”) having the terms set forth in this Article Two.
| 2.02 | Limitation on Aggregate Principal Amount |
The aggregate principal
amount of the Notes that may be issued (except for Notes issued upon registration of transfer of, or in exchange for, or in lieu of,
other Notes) shall be initially limited to $500,000,000. The Issuer may, from time to time, without the consent of any existing
Holders of the Notes, create and issue additional Notes hereunder in such additional amounts as the Issuer may determine having the same
terms and conditions as the Notes in all respects, except for such variations to such terms and conditions as may be required, in the
reasonable and good faith opinion of the Issuer, to reflect the different issue dates of such additional Notes and the then existing
Notes and the intention that all such additional Notes and then existing Notes be fungible for trading purposes from the issue date of
such additional Notes (which variations may include, among other things, a different issue date, a different issue price, a different
interest commencement date, a different first interest payment date, a different initial interest period, and a different interest payment
calculation for the initial interest period). Additional Notes so created and issued will be consolidated with and form a single Series with
the then existing Notes and, if the Issuer acting reasonably and in good faith determines that it is advisable or advantageous to do
so, the Issuer may accept such additional Notes and then existing Notes (including any such Notes in global form held by a Depositary)
in exchange for consolidated and restated replacement Notes reflecting the terms and conditions of such additional Notes and then existing
Notes.
The Notes shall be denominated in, and all principal
of, and premium, interest and other amounts on the Notes shall be payable in, Canadian Dollars. Unless expressly provided to the contrary
in this Series Supplement, all amounts expressed in this Series Supplement and in each Note in terms of money refer to Canadian
Dollars.
The Notes shall be denominated in integral multiples
of $1,000.
| 2.05 | Date
and Stated Maturity |
The Series Issuance
Date for the Notes shall be February 15, 2024 and the entire principal amount of the Notes shall become due and payable,
together with any accrued and unpaid interest on the Notes, on February 15, 2034 (such date being the “Stated Maturity”
of the outstanding principal amount of the Notes).
| (1) | Interest
shall accrue on the aggregate unpaid principal amount of each Note, together, to the extent
permitted by Applicable Law, with interest on overdue interest not paid on an Interest Payment
Date for the Notes, as well after as before default and judgment, from and including the
date such Note is issued to but not including the date of the repayment in full of the principal
amount of such Note, at a rate of interest equal to the Initial Rate (provided that a Trigger
Event and/or a Future SLB Trigger Event has not occurred). Upon the occurrence of a Trigger
Event, in respect of the Interest Period commencing on February 15, 2031, the
rate of interest per annum for the purpose of determining the amount of interest payable
on the Interest Payment Date relating to such Interest Period shall increase by the Rate
Increase and interest at the Modified Rate shall be payable on the Interest Payment Date
relating to that Interest Period and each subsequent Interest Period thereafter. Interest
that accrues on a Note for the period from and including the date such Note is issued to
but not including August 15, 2024 shall be payable on the first Interest Payment Date
(namely, August 15, 2024). Interest on a Note that accrues from and including August 15,
2024, subject to any variation to the terms and conditions of the initial interest payment
under any additional Notes and subject to the occurrence of a Trigger Event that will cause
the rate of interest to increase to the Modified Rate for Interest Periods commencing on
or after February 15, 2031, shall be payable in equal semi-annual instalments on each
Interest Payment Date for the Notes and all accrued and unpaid interest on the Notes shall
be paid on the Maturity of the Notes. For greater certainty, interest on the Notes will accrue
and be calculated for each applicable period prior to an Interest Payment Date, and will
be paid on each related Interest Payment Date, in the manner necessary to result in (i) the
per annum rate of interest during each year of the term of the Notes being equal to the Initial
Rate (if a Trigger Event has not occurred) or the Modified Rate (if a Trigger Event has occurred)
but only in respect of the Interest Period commencing on February 15, 2031 and each
subsequent Interest Period thereafter, (ii) interest under the Notes that accrues from
and including February 15, 2024 subject to any variation to the terms and conditions
of the initial interest payment under any additional Notes and subject to the occurrence
of a Trigger Event that will cause the rate of interest to increase to the Modified Rate
for Interest Periods commencing on or after February 15, 2031, being paid under the
Notes in equal semi-annual instalments on the related semi-annual Interest Payment Dates,
and (iii) if a Trigger Event occurs, interest under the Notes for the period commencing
on February 15, 2031 to but excluding August 15, 2031 shall be in an amount equal
to $28 per $1,000 principal amount. |
| (2) | If a Trigger Event has occurred, TELUS shall
give notice of such Trigger Event and the related Rate Increase and resulting Modified Rate
to the Indenture Trustee and the Holders of the Notes in accordance with the Indenture (which
shall include by way of a press release and in accordance with the policies and procedures
of CDS Clearing and Depositary Services Inc., as applicable), as soon as reasonably practicable
following the occurrence of a Trigger Event but in any event by May 1, 2031. |
| (3) | Whenever a Future SLB Trigger Event occurs,
the rate per annum at which interest accrues on the Notes during the first Interest Period
commencing at least 30 days following such Future SLB Trigger Event and any subsequent Interest
Period thereafter will be increased by the corresponding Future SLB Rate Increase (an “MFN
Step-Up”); provided that for greater certainty the length of the period during
which the MFN Step-Up applies will not exceed the length of the period of such increase under
a Future SLB to which a Future SLB Trigger Event has occurred. Notwithstanding the foregoing,
to the extent that a Future SLB Trigger Event relates to a target that is substantially similar
to a target with respect to which a prior Future SLB Trigger Event or Trigger Event has already
resulted, or will result, in an MFN Step-Up or Rate Increase, as the case may be, there will
be no additional MFN Step-Up in respect of that target, except to further increase the rate
on the Notes to match a Future SLB Rate Increase that is greater than the Future SLB Rate
Increase or Rate Increase that resulted in the previous or concurrent MFN Step-Up or Rate
Increase related to such substantially similar target. Furthermore, in the circumstances
in which Future SLB Trigger Events that relate to substantially similar targets occur concurrently,
the higher MFN Step-Up will prevail. A target can be substantially similar to another target
if it relates to a similar subject matter but sets a different target percentage or other
threshold or has a different target observation date. Whether a target is substantially similar
to another target for purposes of an MFN Step-Up will be determined by the Issuer in its
sole and absolute discretion. Notwithstanding anything else in this Series Supplement,
in no event shall the interest rate on the Notes exceed the Initial Rate by more than 1.00%
per annum in the aggregate, whether as a result of a Rate Increase or one or more MFN Step-Ups. |
| (4) | The Issuer will give notice of any MFN Step-Up
and the resulting new rate of interest on the Notes to the Indenture Trustee and the Holders
of the Notes as soon as reasonably practicable following the occurrence of the underlying
Future SLB Trigger Event and otherwise in accordance with the procedures for notification
of a Trigger Event. |
| (5) | Interest on the Notes will be computed on
the basis of a year of 365 days. |
| (6) | The
Interest Payment Dates for the Notes shall be February 15 and August 15
in each year beginning August 15, 2024. |
| (7) | The
Regular Interest Record Dates for the Notes shall be January 31 (with respect to the
February 15 Interest Payment Date) and July 31 (with respect to the August 15
Interest Payment Date) in each year. |
| (8) | For greater
certainty, the occurrence of a Trigger Event and/or a Future SLB Trigger Event shall not
constitute an Event of Default under the Indenture. In addition, no Event of Default shall
occur, nor will the Issuer be required to repurchase or redeem any Notes, if: the Issuer
fails to comply with any of the terms of the Framework, including failing to publish a Sustainability
Report or a limited assurance report, as the case may be, as required under the Framework. |
| (1) | All payments made by the Issuer under or with
respect to the Notes will be made free and clear of and without withholding or deduction
for or on account of any present or future tax, duty, levy, impost, assessment or other governmental
charge imposed or levied by or on behalf of the Government of Canada or of any province or
territory thereof or therein or by any authority or agency thereof or therein having power
to tax (hereinafter “Taxes”) unless the Issuer is required to withhold
or deduct Taxes by Applicable Law or by the interpretation or administration thereof by the
relevant Governmental Authority. If the Issuer is so required to withhold or deduct any amount
for or on account of Taxes from any payment made under or with respect to the Notes, the
Issuer will pay such additional amounts (“Additional Amounts”) as may
be necessary so that the net amount received by each holder or beneficial owner (including
Additional Amounts) after such withholding or deduction will not be less than the amount
such holder or beneficial owner would have received if such Taxes had not been withheld or
deducted; provided that no Additional Amounts will be payable with respect to: |
| (a) | any payment to a holder or beneficial
owner who is liable for such Taxes in respect of such Note (i) by reason of such holder
or beneficial owner being a Person with whom the Issuer is not dealing at arm’s length
for the purposes of the Income Tax Act (Canada) or (ii) by reason of the existence
of any present or former connection between such holder or beneficial owner (or between a
fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such
holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership,
limited liability company or corporation) and Canada or any province or territory thereof
or therein or agency thereof or therein other than the mere acquisition, holding, use or
ownership or deemed holding, use or ownership, or receiving payments or enforcing any rights
in respect of such Note as a non-resident or deemed non-resident of Canada or any province
or territory thereof or therein or any agency thereof or therein; |
| (b) | any Taxes that would not have been imposed
but for the holder or beneficial owner who is liable for such Taxes in respect of a Note
being a person who is a “specified entity” (as defined in proposed subsection
18.4(1) of the Income Tax Act (Canada) contained in Bill C-59 in respect of the
Issuer to the extent that the applicable payment would be subject to withholding tax under
the Income Tax Act (Canada) as a consequence of such proposals; |
| (c) | any payment to a holder or beneficial
owner who is a “specified shareholder” of the Issuer or who does not deal at
arm's length with a “specified shareholder” of the Issuer as defined in subsection
18(5) of the Income Tax Act (Canada); |
| (d) | any Note presented for payment more than
30 days after the later of (i) the date on which such payment first becomes due or (ii) if
the full amount of the monies payable has not been paid to the Holders of the Notes on or
prior to such date, the date on which the full amount of such monies has been paid to the
Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled
to such Additional Amounts on presentation of the same for payment on the last day of such
period of 30 days; |
| (e) | any estate, inheritance, gift, sales,
transfer, excise or personal property tax or any similar Tax; |
| (f) | any Tax imposed as a result of the failure
of a holder or beneficial owner of a Note to comply with certification, identification, declaration
or similar reporting requirements concerning the nationality, residence, identity or connection
with Canada or any province or territory thereof or therein or agency thereof or therein
of such holder or beneficial owner, if such compliance is required by statute or by regulation,
as a precondition to reduction of, or exemption, from such Tax; |
| (g) | any Tax which is payable otherwise than
by withholding or deduction from any payment made under or with respect to the Notes; or |
| (h) | any combination of the above items; |
nor will such Additional Amounts be
paid with respect to any payment on any Note to a holder or beneficial owner who is a fiduciary or partnership or other than the sole
beneficial owner of such Note to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership
or a beneficial owner thereof would not have been entitled to receive a payment of such Additional Amounts had such beneficiary, settlor,
member or beneficial owner received directly its beneficial or distributive share of such payment.
| (2) | Where Tax is payable pursuant to Section 803
of the Income Tax Regulations by a Holder of the Notes or beneficial owner of the
Notes in respect of any amount payable under the Notes to the Holder of the Notes (other
than by reason of a transfer of the Notes to a person resident in Canada with whom the transferor
does not deal at arm’s length for the purposes of the Income Tax Act (Canada)),
but no Additional Amount is paid in respect of such Tax, the Issuer will pay to the Holder
of the Notes an amount equal to such Tax within 45 days after receiving from the Holder of
the Notes a notice containing reasonable particulars of the Tax so payable, provided such
Holder of the Notes or beneficial owner would have been entitled to receive Additional Amounts
on account of such Tax but for the fact that it is payable otherwise than by deduction or
withholding from payments made under or with respect to the Notes. |
| (3) | At least 30 days prior to each date on which
any payment under or with respect to the Notes is due and payable, if the Issuer to its knowledge
will be obligated to pay Additional Amounts with respect to such payment, the Issuer will
deliver to the Indenture Trustee a Certificate of the Issuer stating the fact that such Additional
Amounts will be payable and the amounts so payable and will set forth such other information
necessary to enable the Indenture Trustee to pay such Additional Amounts to Holders of the
Notes on the payment date. |
| (4) | Whenever in the Indenture, this Series Supplement
or in any Note there is mentioned, in any context, the payment of principal of, or premium,
interest or any other amount on any Note, such mention shall be deemed to include mention
of the payment of Additional Amounts to the extent that, in such context, Additional Amounts
are, were or would be payable in respect thereof. For greater certainty, a default in making
any payment of any Additional Amounts when due which default continues for a period of 30
days shall constitute an Event of Default for the purposes of Section 6.01(b) of
the Base Indenture but not for the purpose of Section 6.01(a) of the Base Indenture. |
| (5) | The obligation to pay Additional Amounts will
survive any termination or discharge of the Indenture or the redemption, repayment or purchase
of the Notes. |
| 2.08 | Redemption and Purchase |
| (1) | The Notes may be redeemed, in whole or in
part at any time and from time to time prior to the Par Call Date at the election of the
Issuer, upon not less than 10 days' and not more than 60 days’ prior notice, for a
Redemption Price equal to the greater of (a) the Discounted Value for the applicable
Redemption Date of the Notes to be redeemed, and (b) the outstanding principal amount
of the Notes to be redeemed, in each case together with interest accrued on the outstanding
principal amount of the Notes to be redeemed to, but excluding, the Redemption Date calculated
at a rate equal to the Modified Rate, unless as of the end of the fiscal year immediately
prior to the date that notice of redemption is given the Issuer has achieved the Sustainability
Performance Target as determined by the External Verifier and confirmed in an Early Verification
Assurance Certificate or the SPT Verification Assurance Certificate, as applicable, in which
case interest shall be calculated at a rate equal to the Initial Rate. |
| (2) | The
Notes may be redeemed, in whole, or from time to time, in part, at any time on or after the
Par Call Date at the election of the Issuer, upon not less than 10 days' and not more than
60 days’ prior notice, for a Redemption Price equal to the outstanding principal amount
of the Notes to be redeemed plus: the sum of (a) interest accrued to, but excluding,
the Redemption Date calculated at a rate of either (i) the Modified Rate (if a Trigger
Event has occurred) or (ii) the Initial Rate (if a Trigger Event has not occurred) and
(b) in the event a Trigger Event has occurred, an additional amount equal to (i) 0.25%
of the principal amount of the Notes being redeemed less (ii) the amount of interest
accrued from the last scheduled Interest Payment Date (namely, August 15, 2033) to,
but excluding, the Redemption Date using a rate equal to the Rate Increase (and included
in the aggregate amount determined pursuant to (a)), which aggregate amount shall be specified
in the notice of redemption given by the Issuer. |
| (3) | Notice of redemption given to the Holders
of the Notes pursuant to the Indenture and this Series Supplement may, at the option
of the Issuer, be made subject to conditions and, in such case, such notice of redemption
shall specify, in addition to the requirements of Section 3.01(c) of the Base Indenture,
the details and terms of any event (e.g., a financing, asset disposition or other transaction)
on which such redemption is conditional. Notwithstanding Section 3.01(e) and Section 3.01(c)(ii) of
the Base Indenture, upon notice of redemption having been given as specified in this paragraph,
the Notes so called for redemption shall become due and payable at the Redemption Price and
on the Redemption Date specified in such notice, in the same manner and with the same effect
as if such date was the Stated Maturity specified herein for the Notes, only upon the fulfillment
or discharge of the conditions stated in such notice to the satisfaction of the Issuer, acting
reasonably, or the waiver of such conditions by the Issuer, in whole or in part, notwithstanding
anything to the contrary in the Indenture or this Supplemental Indenture. In addition, notwithstanding
anything to the contrary in the Indenture or this Series Supplement, any notice of redemption
given as aforesaid may be revoked at any time by the Issuer prior to the Redemption Date
if the Issuer determines, acting reasonably, that such conditions cannot be satisfied by
the Redemption Date. Such notice of revocation shall be delivered by the Issuer to the Holders
of the Notes and the Indenture Trustee. |
| (4) | In addition, the Notes may be redeemed, in
whole, but not in part, at any time at the election of the Issuer for a Redemption Price
equal to 100% of the outstanding principal amount of the Notes together with accrued and
unpaid interest (at the then prevailing rate) thereon to the Redemption Date, if the Issuer
delivers to the Indenture Trustee an opinion of independent Canadian tax counsel experienced
in such matters to the effect that the Issuer has become or would become obligated to pay,
on the next date on which any amount would be payable under or with respect to the outstanding
Notes, any Additional Amounts as a result of a change in the laws (including any regulations
promulgated thereunder) of Canada, or any province or territory thereof or therein or any
agency thereof or therein having the power to tax, or any change in any official position
regarding the application or interpretation of such laws or regulations, which change is
announced or becomes effective on or after the Series Issuance Date; provided that the
Issuer determines, in its business judgment, that the obligation to pay such Additional Amounts
cannot be avoided by the use of reasonable measures available to the Issuer (not including
substitution of the obligor under the Notes). |
| (5) | The Notes will not be subject to redemption
at the election of the Holders of the Notes. |
The Notes will not be subject to repurchase or
redemption pursuant to any sinking fund.
The Notes will be subject to Defeasance and Covenant
Defeasance as described in Article Thirteen of the Base Indenture.
| 2.11 | Form and Certification |
| (1) | The Notes shall be (a) in registered
form only, (b) issued as one or more Global Debt Securities held by, or on behalf of,
the Depositary in accordance with Section 2.17 of the Base Indenture, (c) registered
in the name of the Depositary or its nominee as provided for in Section 2.17 of the
Base Indenture, and (d) substantially in the form set forth in Exhibit A to this
Series Supplement, subject to any modifications as may be reasonably required from time
to time by the Depository and which are not prejudicial to the beneficial holders of the
Notes and subject to any modifications as may be reasonably required from time to time to
reflect any variation to the terms and conditions of any additional Notes, or to reflect
the terms and conditions of any replacement Note consolidating and restating additional Notes
and then existing Notes, as provided in Section 2.02 of this Series Supplement. |
| (2) | The form of certification of the Notes by
the Indenture Trustee shall be substantially in the form of the Indenture Trustee’s
Certificate set forth in Exhibit A to this Series Supplement. |
For the purpose of this Series Supplement
and the Notes:
| (a) | the Depositary shall be CDS; |
| (b) | the Registrar, Paying Agent and Transfer
Agent shall be the Indenture Trustee; and |
| (c) | the Place of Payment shall be Calgary,
Alberta. |
Notwithstanding Section 1.07 or any other
provision under the Base Indenture, if any Interest Payment Date or the date of Maturity is not a Business Day, such payment will be
made on the next Business Day, and the Holders of such Notes shall not be entitled to any further interest or other payment in respect
of such delay.
Article Three
Covenants With Respect To The Notes
| 3.01 | Negative Covenants in the Indenture |
Subsections 5.03(a) and 5.03(c) of
the Base Indenture shall be inapplicable to this Series Supplement and the Notes.
| 3.02 | Additional Negative Covenants |
The Issuer covenants and agrees with the Indenture
Trustee for the benefit of the Holders of the Notes that, so long as the Notes are Outstanding and except as otherwise permitted by the
prior written consent of the Indenture Trustee:
| (a) | Negative Pledge. The Issuer shall
not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or
assume any Lien (other than Permitted Liens) upon any of the present or future Principal
Property, or any Property which, together with any other Property subject to Liens (other
than Permitted Liens) in the same transaction or series of related transactions, would in
the aggregate constitute a Principal Property, of the Issuer or a Restricted Subsidiary to
secure Indebtedness of the Issuer or a Restricted Subsidiary unless the Notes (together with,
if the Issuer shall so determine, any other indebtedness of the Issuer or a Restricted Subsidiary
ranking at least pari passu with the Notes then existing or thereafter created) shall
be concurrently secured equally and rateably with (or prior to) such Indebtedness so long
as such Lien is outstanding. If at any time the Issuer or any Restricted Subsidiary shall
create or assume any Lien to which this subsection is applicable, the Issuer shall promptly
deliver to the Indenture Trustee a Certificate of the Issuer stating that its covenant in
this subsection has been complied with. If the Issuer shall hereafter secure the Notes equally
and rateably with (or prior to) any such other Indebtedness pursuant to this subsection,
the Indenture Trustee is hereby authorized to enter into an indenture or agreement supplemental
to the Indenture and this Series Supplement and to take such action, if any, as it may
deem advisable to enable the Indenture Trustee to effectively enforce the rights of the Holders
of the Notes so secured equally and rateably with (or prior to) the obligees of such Indebtedness;
provided however that the Indenture Trustee shall not be responsible for filing any financing
or continuation statements or recording any documents or instruments in any public office
at any time or times. |
| (b) | Sale and Lease-Back Transactions.
The Issuer shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale
and Lease-Back Transaction, except for: |
| (i) | any Sale and Lease-Back Transaction constituting
a Permitted Lien under any of clauses (a) to (t) inclusive, and any of clauses
(v) to (cc) inclusive, of the definition of Permitted Liens; or |
| (ii) | any Sale and Lease-Back Transaction that
is not otherwise permitted under paragraphs (i) or (iii) of this subsection and
in respect of which the Issuer or such Restricted Subsidiary would, at the time it enters
into such Sale and Lease-Back Transaction, be entitled to create a Lien on the Principal
Property (or the properties, as the case may be) subject to such Sale and Lease-Back Transaction
to secure Indebtedness at least equal in amount to the Attributable Debt in respect of such
Sale and Lease-Back Transaction without being required to equally and rateably secure the
Notes pursuant to subsection (a) of this Section (any Sale and Lease-Back Transaction
entered into in compliance with this paragraph being an “Unrestricted Sale and Lease-Back
Transaction”); or |
| (iii) | any Sale and Lease-Back Transaction if
the Issuer or such Restricted Subsidiary shall apply or cause to be applied, in the case
of a sale or transfer for cash, an amount equal to the greater of the fair market value of
the Principal Property (or the properties, as the case may be) sold or transferred and leased
back pursuant to such Sale and Lease-Back Transaction or the net proceeds of such Sale and
Lease-Back Transaction and, in the case of a sale or transfer otherwise than for cash, an
amount equal to the fair market value of the Principal Property (or the properties, as the
case may be) sold or transferred and leased back pursuant to such Sale and Lease-Back Transaction,
to (x) the retirement (other than any mandatory retirement), within 180 days after the
effective date of such Sale and Lease-Back Transaction, of Indebtedness of the Issuer (which
may but need not include the Debt Securities of any Series) ranking on a parity with, or
prior to, the Notes and owing to a Person other than the Issuer or any Affiliate of the Issuer,
or (y) the purchase, construction or improvement of real property or personal property
used by the Issuer or the Restricted Subsidiaries in the ordinary course of business. |
| (c) | Restricted Subsidiary Indebtedness.
The Issuer shall not permit any Restricted Subsidiary to, directly or indirectly, create,
incur or assume any Restricted Indebtedness, unless after giving effect to the incurrence
of such Restricted Indebtedness and the application of the proceeds therefrom, the sum of
(without duplication) (x) the aggregate principal amount of Restricted Indebtedness
of all Restricted Subsidiaries at such time, plus (y) the then outstanding principal
amount of Indebtedness of the Issuer at such time secured by Liens (other than any Lien constituting
a Permitted Lien under any of clauses (a) to (cc) inclusive of the definition of Permitted
Liens), plus (z) Attributable Debt relating to then outstanding Unrestricted Sale and
Lease-Back Transactions of the Issuer, would not exceed 15% of Consolidated Net Tangible
Assets. |
Article Four
Miscellaneous Provisions
| 4.01 | Confirmation of Indenture |
The Indenture, as amended and supplemented by
this Series Supplement, is in all respects confirmed.
The Indenture Trustee hereby accepts the trusts
in this Series Supplement declared and provided for and agrees to perform the same upon the terms and conditions and subject to
the provisions set forth in the Indenture.
| 4.03 | Counterparts and Formal Date |
This Series Supplement may be executed in
any number of counterparts, and delivered via electronic means (including by way of pdf), each of which so executed and delivered shall
be deemed to be an original, but all of which shall together constitute one and the same instrument and notwithstanding their date of
execution shall be deemed to bear the date set forth on the first page of this Series Supplement.
Article Five
Additional Covenant With Respect to the Notes — Offer to Repurchase Notes
| 5.01 | Offer to Repurchase Notes on Change of Control Triggering Event |
| (1) | If a Change of Control Triggering Event occurs,
unless the Issuer has exercised its right to redeem all of the Notes pursuant to Subsection
2.08 of this Series Supplement, the Issuer will be required to make an offer to repurchase
all or, at the Holder’s option, any part (equal to $1,000 or an integral multiple thereof),
of each Holder’s Notes on the terms set forth in this Section 5.01 (the “Change
of Control Offer”). In the Change of Control Offer the Issuer shall be required
to offer payment in cash equal to 101% of the outstanding principal amount of Notes together
with accrued and unpaid interest thereon (at the then prevailing rate) to the date of purchase
(the “Change of Control Payment”). |
| (2) | Within 30 days following any Change of Control
Triggering Event, the Issuer shall give written notice to each Holder, with a copy to the
Indenture Trustee, describing the transaction or transactions which constitute the Change
of Control Triggering Event and offering to repurchase the Notes on the payment date specified
in the notice, which date shall be no earlier than 30 days and no later than 60 days from
the date such notice is given (the “Change of Control Payment Date”),
pursuant to the procedures required by this Section 5.01 and described in such notice.
The Issuer shall comply with the requirements of applicable securities laws and regulations
in connection with the repurchase of the Notes as a result of a Change of Control Triggering
Event. To the extent that the provisions of any such applicable securities laws and regulations
conflict with the provisions of this Section 5.01, the Issuer shall comply with such
laws and regulations and will not be deemed to have breached its obligations under this Section 5.01
to repurchase the Notes by virtue of such conflict. |
| (3) | On the Change of Control Payment Date, the
Issuer shall, to the extent lawful: |
| (a) | accept for payment all Notes or portions
of Notes properly tendered pursuant to the Change of Control Offer; |
| (b) | deposit with the Indenture Trustee an
amount of money equal to the Change of Control Payment in respect of all Notes or portions
of Notes properly tendered pursuant to the Change of Control Offer; and |
| (c) | deliver or cause to be delivered to the
Indenture Trustee the Notes properly accepted, together with a Certificate of the Issuer
stating the aggregate principal amount of the Notes or portions of Notes being purchased
by the Issuer. |
| (4) | The Indenture Trustee will promptly pay to
each Holder of properly tendered Notes an amount equal to the Change of Control Payment in
respect of such Notes either, at the Indenture Trustee’s option, by mailing (first
class mail, postage prepaid) a cheque to such Holder or by means of a wire transfer in accordance
with the applicable payment procedures of CDS, and the Indenture Trustee will promptly certify
and mail (first class mail, postage prepaid) (or cause to be transferred by book-entry) to
each such Holder a new Note equal in principal amount to any unpurchased portion of any Notes
surrendered; provided that each new Note will be in a principal amount of $1,000 and integral
multiples of $1,000 in excess thereof. |
| (5) | The Issuer will not be required to make a
Change of Control Offer upon a Change of Control Triggering Event if a third party makes
such an offer substantially in the manner, at the times and in compliance with the requirements
for an offer made by the Issuer pursuant to the provisions of this Section 5.01 (and
for at least the same purchase price payable in cash) and such third party purchases all
Notes properly tendered and not withdrawn under its offer. |
[Remainder of page intentionally
left blank]
IN WITNESS OF
WHICH the Issuer and the Indenture Trustee have caused this Series Supplement to be duly executed by their duly authorized
officers as of the date specified on the first page of this Series Supplement.
COMPUTERSHARE
TRUST Company of canada |
|
TELUS CORPORATION |
|
|
|
by: |
/s/
Luci Scholes |
|
by: |
/s/
Doug French |
|
Name: |
Luci Scholes |
|
|
Name: |
Doug French |
|
Title: |
Corporate Trust Officer |
|
|
Title: |
Executive Vice-President and Chief Financial Officer |
|
|
|
|
|
by: |
/s/
Corentin Leverrier |
|
by: |
/s/
Gopi Chande |
|
Name: |
Corentin Leverrier |
|
|
Name: |
Gopi Chande |
|
Title: |
Interim Manager, Corporate Trust |
|
|
Title: |
Senior Vice-President and Treasurer |
EXECUTION PAGE – SUPPLEMENTAL
INDENTURE
Exhibit A
To FORTY-EIGHTH Series Supplement
TELUS CORPORATION
CUSIP No. |
87971MCG6 |
ISIN No. |
CA87971MCG65 |
5.10%
Sustainability-Linked Notes, Series CAN due February 15, 2034
TELUS
Corporation (the “Issuer”) for value received hereby acknowledges itself indebted and promises to pay to the Holder
hereof on presentation and surrender of this 5.10% Sustainability-Linked
Note, Series CAN (the “Note”) at the principal office of Computershare Trust Company of Canada (the “Indenture
Trustee”, which term shall include its successors under the Indenture hereinafter referred to) in Calgary, Alberta, Canada,
the principal amount of ● dollars in lawful money of Canada ($●),
and to pay interest on the outstanding principal amount hereof at the same place in like money at the rate of 5.10% per annum (provided
that a Trigger Event and/or a Future SLB Trigger Event has not occurred) (the “Initial Rate”), as well after as before
maturity, default and judgment, with interest on overdue interest at the same rate as more particularly specified in the Indenture.
The outstanding
principal amount of this Note is payable in one instalment on February 15, 2034. Interest on this Note that accrues from
and including February 15, 2024 is payable in equal semi-annual instalments (subject to the occurrence of a Trigger Event) on February 15
and August 15 of each year beginning August 15, 2024. All accrued and unpaid interest on this Note is payable on February 15,
2034. Upon the occurrence of a Trigger Event, in respect of the Interest Period commencing on February 15, 2031, the rate of interest
per annum for the purpose of determining the amount of interest payable on the Interest Payment Date relating to such Interest Period
shall increase by an amount equal to 0.50% per annum (to 5.60% per annum) and interest at the increased rate of interest shall be payable
on the Interest Payment Date relating to that Interest Period and each subsequent Interest Period thereafter (such increase, the “Rate
Increase” and the Initial Rate plus the Rate Increase, the “Modified Rate”).
Whenever a Future SLB Trigger Event occurs, the
rate per annum at which interest accrues on the Notes during the first Interest Period commencing at least 30 days following such Future
SLB Trigger Event and any subsequent Interest Period thereafter will be increased by the corresponding Future SLB Rate Increase (an “MFN
Step-Up”); provided that for greater certainty the length of the period during which the MFN Step-Up applies will not exceed
the length of the period of such increase under a Future SLB to which a Future SLB Trigger Event has occurred. Notwithstanding the foregoing,
to the extent that a Future SLB Trigger Event relates to a target that is substantially similar to a target with respect to which a prior
Future SLB Trigger Event or Trigger Event has already resulted, or will result, in an MFN Step-Up or Rate Increase, as the case may be,
there will be no additional MFN Step-Up in respect of that target, except to further increase the rate on the Notes to match a Future
SLB Rate Increase that is greater than the Future SLB Rate Increase or Rate Increase that resulted in the previous or concurrent MFN
Step-Up or Rate Increase related to such substantially similar target. Furthermore, in the circumstances in which Future SLB Trigger
Events that relate to substantially similar targets occur concurrently, the higher MFN Step-Up will prevail. A target can be substantially
similar to another target if it relates to a similar subject matter but sets a different target percentage or other threshold or has
a different target observation date. Whether a target is substantially similar to another target for purposes of an MFN Step-Up will
be determined by the Issuer in its sole and absolute discretion. Notwithstanding anything else in this Note, in no event shall the interest
rate on the Notes exceed the Initial Rate by more than 1.00% per annum in the aggregate, whether as a result of a Rate Increase or one
or more MFN Step-Ups.
All payments made by the Issuer under or with
respect to this Note will be made free and clear of and without withholding or deduction for or on account of any present or future tax,
duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or of any province
or territory thereof or therein or by any authority or agency thereof or therein having power to tax (hereinafter “Taxes”)
unless the Issuer is required to withhold or deduct Taxes by Applicable Law or by the interpretation or administration thereof by the
relevant Governmental Authority. If the Issuer is so required to withhold or deduct any amount for or on account of Taxes from any payment
made under or with respect to the Notes, the Issuer will pay such additional amounts (“Additional Amounts”) as may
be necessary so that the net amount received by each holder or beneficial owner (including Additional Amounts) after such withholding
or deduction will not be less than the amount such holder or beneficial owner would have received if such Taxes had not been withheld
or deducted; provided that no Additional Amounts will be payable with respect to:
| (a) | any payment to a holder or beneficial owner
who is liable for such Taxes in respect of such Note (i) by reason of such holder or
beneficial owner being a Person with whom the Issuer is not dealing at arm’s length
for the purposes of the Income Tax Act (Canada) or (ii) by reason of the existence
of any present or former connection between such holder or beneficial owner (or between a
fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such
holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership,
limited liability company or corporation) and Canada or any province or territory thereof
or therein or agency thereof or therein other than the mere acquisition, holding, use or
ownership or deemed holding, use or ownership, or receiving payments or enforcing any rights
in respect of this Note as a non-resident or deemed non-resident of Canada or any province
or territory thereof or therein or any agency thereof or therein; |
| (b) | any Taxes that would not have been imposed
but for the holder or beneficial owner who is liable for such Taxes in respect of a Note
being a person who is a “specified entity” (as defined in proposed subsection
18.4(1) of the Income Tax Act (Canada) contained in Bill C-59) in respect of
the Issuer to the extent that the applicable payment would be subject to withholding tax
under the Income Tax Act (Canada) as a consequence of such proposals; |
| (c) | any payment to a holder or beneficial owner
who is a “specified shareholder” of the Issuer or who does not deal at arm's
length with a “specified shareholder” of the Issuer as defined in subsection
18(5) of the Income Tax Act (Canada); |
| (d) | this Note if presented for payment more than
30 days after the later of (i) the date on which such payment first becomes due or (ii) if
the full amount of the monies payable has not been paid to the Holder of this Note on or
prior to such date, the date on which the full amount of such monies has been paid to the
Holder of this Note, except to the extent that the Holder of this Note would have been entitled
to such Additional Amounts on presentation of the same for payment on the last day of such
period of 30 days; |
| (e) | any estate, inheritance, gift, sales, transfer,
excise or personal property tax or any similar Tax; |
| (f) | any Tax imposed as a result of the failure
of a holder or beneficial owner of this Note to comply with certification, identification,
declaration or similar reporting requirements concerning the nationality, residence, identity
or connection with Canada or any province or territory thereof or therein or agency thereof
or therein of such holder or beneficial owner of this Note, if such compliance is required
by statute or by regulation, as a precondition to reduction of, or exemption, from such Tax; |
| (g) | any Tax which is payable otherwise than by
withholding or deduction from any payment made under or with respect to this Notes; or |
| (h) | any combination of the above items; |
nor will such Additional Amounts be paid with
respect to any payment on this Note to a holder or beneficial owner who is a fiduciary or partnership or other than the sole beneficial
owner of this Note to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership or a beneficial
owner thereof would not have been entitled to receive a payment of such Additional Amounts had such beneficiary, settlor, member or beneficial
owner received directly its beneficial or distributive share of such payment.
Where Tax is payable pursuant to Section 803
of the Income Tax Regulations by a Holder of the Notes or beneficial owner of the Notes in respect of any amount payable under
the Notes to the Holder of the Notes (other than by reason of a transfer of the Notes to a person resident in Canada with whom the transferor
does not deal at arm’s length for the purposes of the Income Tax Act (Canada)), but no Additional Amount is paid in respect
of such Tax, the Issuer will pay to the Holder of the Notes an amount equal to such Tax within 45 days after receiving from the Holder
of the Notes a notice containing reasonable particulars of the Tax so payable, provided such Holder of the Notes or beneficial owner
would have been entitled to receive Additional Amounts on account of such Tax but for the fact that it is payable otherwise than by deduction
or withholding from payments made under or with respect to the Notes.
This Note is one
of a duly authorized Series of Debt Securities designated as 5.10% Sustainability-Linked
Notes, Series CAN due February 15, 2034 issued under a trust indenture dated as of May 22, 2001 (the “Base Indenture”)
as supplemented by the forty-seventh supplement to the Base Indenture, dated January 2, 2024 between the Issuer and the Indenture
Trustee (the "Forty-Seventh Supplement") and a forty-eighth series supplement (the “Series Supplement”)
dated as of February 15, 2024 (the Series Supplement and, together with the Base Indenture and the Forty-Seventh Supplement,
and as further amended, the “Indenture”), in each case between the Issuer and the Indenture Trustee. Reference is
hereby made to the Indenture as to the nature and extent of the rights of the Holders of the Debt Securities of this Series, all to the
same effect as if the provisions of the Indenture were herein set forth, to all of which provisions the Holder of this Note by acceptance
hereof assents. All capitalized terms used but not defined herein have the meanings specified in the Indenture.
Each Debt Security of this Series, including
this Note, may be redeemed by the Issuer in the manner specified in the Indenture.
The Issuer is required, subject to and in accordance
with the provisions of the Indenture, to make an offer to repurchase this Note at a price equal to 101% of the outstanding principal
amount of this Note together with accrued and unpaid interest thereon (at the then prevailing rate) to the date of purchase upon the
occurrence of a Change of Control Triggering Event (as defined in the Series Supplement).
The outstanding principal amount of this Note
may become or be declared to be due and payable by the Indenture Trustee before maturity in the circumstances set out in Article 6
of the Base Indenture.
This Note is transferable
only in accordance with the provisions of the Indenture and subject to the last two sentences of this paragraph. No transfer of this
Note shall be valid unless made on the Register kept by and at the principal office of the Registrar in Calgary, Alberta, by the Holder
hereof or its attorney duly appointed by instrument in writing in form and execution satisfactory to the Registrar upon compliance with
such reasonable requirements as the Registrar may prescribe. Except as otherwise provided in the Indenture, this Note may be transferred,
in whole but not in part, only to another nominee of the Depositary for the 5.10% Sustainability-Linked Notes, Series CAN
due February 15, 2034 or to a successor Depositary or to a nominee of such successor Depositary. Unless this certificate is presented
by an authorized representative of CDS Clearing and Depository Services Inc. (“CDS”) to TELUS Corporation (the “Issuer”)
or its agent for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered in the name
of CDS & CO., or in such other name as is requested by an authorized representative of CDS (and any payment is made to CDS &
CO. or to such other entity as is requested by an authorized representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holder hereof, CDS & CO., has a property interest in the securities
represented by this certificate herein and it is a violation of its rights for another person to hold, transfer or deal with this certificate.
The Indenture contains provisions making binding
upon all Holders of the Debt Securities of this Series, or upon the Holders of all Series outstanding under the Indenture, certain
Holder Actions taken by the Holders of a specified majority of the Debt Securities of this Series, or of all Series, as the case may
be, then outstanding.
This Note shall not become obligatory for any
purpose until certified by the Indenture Trustee.
[Remainder of page intentionally left
blank]
IN WITNESS OF
WHICH TELUS Corporation has caused this 5.10% Sustainability-Linked Note, Series CAN due February 15, 2034 to be
signed by its duly authorized officer on February 15, 2024.
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TELUS
CORPORATION |
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by: |
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Name: |
Doug French |
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Title: |
Executive Vice-President and Chief Financial Officer |
EXECUTION PAGE – GLOBAL NOTE
INDENTURE TRUSTEE’S CERTIFICATE
This 5.10%
Sustainability-Linked Note, Series CAN due February 15, 2034 is one of the 5.10% Sustainability-Linked Notes, Series CAN
due February 15, 2034 referred to in the Indenture (CUSIP No. 87971MCG6).
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COMPUTERSHARE
TRUST COMPANY OF CANADA |
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by: |
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Authorized
Signing Officer |
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(Form of Registration Panel)
(No writing hereon except by the Indenture Trustee)
Date
of Registration |
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In
Whose name Registered |
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Authorized
Signature
of Indenture Trustee |
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EXECUTION PAGE – GLOBAL NOTE
Exhibit 99.10
TELUS CORPORATION
as Issuer
and
COMPUTERSHARE TRUST COMPANY OF CANADA
as Indenture Trustee
FORTY-NINTH SERIES SUPPLEMENT
Dated as of February 15, 2024
Supplementing the Trust Indenture dated as of
May 22, 2001
between TELUS Corporation, as Issuer and
Computershare Trust Company of Canada, as Indenture
Trustee,
and providing for the issue of
4.80% Notes, Series CAO due December 15, 2028
in the aggregate principal amount of $700,000,000
TABLE OF CONTENTS
Article One Interpretation |
1 |
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1.01 |
To be Read with Indenture; Governing Law |
1 |
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1.02 |
Definitions |
1 |
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1.03 |
Conflict Between Series Supplement and Indenture |
4 |
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1.04 |
Interpretation Provisions in Indenture |
4 |
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1.05 |
Exhibits |
4 |
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Article Two Debt Securities |
4 |
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2.01 |
Creation and Designation |
4 |
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2.02 |
Limitation on Aggregate Principal Amount |
5 |
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2.03 |
Currency |
5 |
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2.04 |
Denominations |
5 |
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2.05 |
Date and Stated Maturity |
5 |
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2.06 |
Interest |
5 |
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2.07 |
Additional Amounts |
6 |
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2.08 |
Redemption and Purchase |
8 |
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2.09 |
Sinking Fund |
8 |
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2.10 |
Defeasance |
8 |
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2.11 |
Form and Certification |
9 |
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2.12 |
Identification |
9 |
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2.13 |
Non-Business Days |
9 |
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Article Three Covenants With Respect To The Notes |
9 |
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3.01 |
Negative Covenants in the Indenture |
9 |
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3.02 |
Additional Negative Covenants |
10 |
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Article Four Miscellaneous Provisions |
11 |
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4.01 |
Confirmation of Indenture |
11 |
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4.02 |
Acceptance of Trusts |
11 |
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4.03 |
Counterparts and Formal Date |
11 |
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Article Five Additional Covenant With Respect to the Notes — Offer to Repurchase Notes |
11 |
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5.01 |
Offer to Repurchase Notes on Change of Control Triggering Event |
11 |
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Exhibit A To Forty-Ninth Series Supplement |
A-1 |
THIS IS THE FORTY-NINTH
SERIES SUPPLEMENT dated as of February 15, 2024
BETWEEN:
TELUS
CORPORATION, in its capacity as Issuer
- and-
COMPUTERSHARE
TRUST COMPANY OF CANADA, a trust company under the laws of Canada, in its capacity as Indenture Trustee
WHEREAS
the Issuer and the Indenture Trustee have entered into a trust indenture dated as of May 22, 2001 (the “Base Indenture”),
as supplemented by the forty-seventh supplement to the Base Indenture, dated January 2, 2024 between the Issuer and the Indenture
Trustee (together, with the Base Indenture, the "Indenture");
AND
WHEREAS pursuant to Section 2.02 of the Base Indenture, the Issuer may from time to time create and issue one or more
new Series of Debt Securities, subject to the satisfaction of certain conditions set forth in the Indenture and in the related Series Supplement;
AND
WHEREAS the Principal Terms of any new Series of Debt Securities are to be set forth in a Series Supplement, which
supplements the Indenture in relation to such Series;
AND
WHEREAS this Series Supplement relates to the Series of Debt Securities to be designated as 4.80% Notes, Series CAO
due December 15, 2028 and the Issuer and the Indenture Trustee are entering into this Series Supplement in order to establish
the Principal Terms of such Series and to provide for the issuance of such Series.
NOW
THEREFORE THIS SERIES SUPPLEMENT WITNESSES and it is hereby covenanted, agreed and declared as follows:
Article One
Interpretation
| 1.01 | To be Read with Indenture; Governing Law |
This Series Supplement
is supplemental to the Indenture, and the Indenture and this Series Supplement shall hereafter be read together and shall have effect,
so far as practicable, with respect to the 4.80% Notes, Series CAO due December 15, 2028 as if all the provisions of
the Indenture and this Series Supplement were contained in one instrument, which instrument shall be governed by and construed in
accordance with the laws of the Province of Ontario, and the federal laws of Canada applicable in such Province. The parties hereto expressly
request and require that this document be drawn up in English. Les parties aux présentes conviennent et exigent que cette entente
et tous les documents qui s’y rattachent soient rédigés en anglais.
| (1) | All capitalized terms used but not defined in this Series Supplement shall have the meanings specified
in the Indenture except that for the purpose, and only for the purpose, of this Series Supplement and the Notes: |
| (a) | clause (dd) of the definition of “Permitted Liens” is amended to read as follows: |
(dd) any other Liens not otherwise qualifying
as a Permitted Lien under the preceding clauses of this definition provided that, at the applicable time, the sum of (without duplication)
(x) the aggregate principal amount of the Indebtedness secured by all such other Liens, plus (y) the Attributable Debt determined
at such time of the then outstanding Unrestricted Sale and Lease-Back Transactions to which the Issuer or a Restricted Subsidiary is a
party, plus (z) the then outstanding principal amount of all Restricted Indebtedness of the Restricted Subsidiaries, does not exceed
15% of the then applicable Consolidated Net Tangible Assets.
| (b) | the definition of the term “Unrestricted Sale and Lease-Back Transaction” is amended to read
as follows: |
“Unrestricted Sale and Lease-Back
Transaction” shall have the meaning specified in paragraph 3.02(b)(ii) of this Series Supplement.
| (c) | the definition of the term “Restricted Subsidiary” is amended to read as follows: |
“Restricted Subsidiary”
shall mean (a) TELUS Communications Inc., (b) TELUS International (Cda) Inc., and (c) at any time any other Subsidiary
of the Issuer if, at the end of the most recent fiscal quarter for which the Issuer has issued its financial statements, the total assets
of such Subsidiary exceeded 10% of the consolidated assets of the Issuer and its Subsidiaries, determined in accordance with Canadian
generally accepted accounting principles consistently applied.
| (2) | In addition, the following terms shall have the following meanings: |
“Additional Amounts”
shall have the meaning specified in Section 2.07 of this Series Supplement.
“Change of Control”
shall mean the occurrence of any one of the following: (i) the direct or indirect sale, transfer, conveyance, lease or other disposition
(other than by way of consolidation, amalgamation or merger), in one or a series of related transactions, of all or substantially all
of the property and assets of the Issuer and its Subsidiaries, taken as a whole, to any Person or group of persons acting jointly or in
concert for purposes of such transaction (other than to the Issuer and its Subsidiaries); or (ii) the consummation of any transaction
including, without limitation, any consolidation, amalgamation, merger or issue of voting shares, the result of which is that any Person
or group of persons acting jointly or in concert for purposes of such transaction (other than the Issuer and its Subsidiaries) becomes
the beneficial owner, directly or indirectly, of more than 50% of the voting shares of the Issuer, measured by voting power rather than
number of shares (but shall not include the creation of a holding company or similar transaction that does not involve a change in the
beneficial ownership of the Issuer).
“Change of Control Offer”
shall have the meaning specified in Section 5.01(1) of this Series Supplement.
“Change of Control Payment”
shall have the meaning specified in Section 5.01(1) of this Series Supplement.
“Change of Control Payment Date”
shall have the meaning specified in Section 5.01(2) of this Series Supplement.
“Change of Control Triggering
Event” shall mean the occurrence of both a Change of Control and a Rating Event.
“DBRS” shall mean DBRS
Limited.
“Discounted
Value” shall mean, for any Note and any applicable Redemption Date, an amount equal to the sum of the present values of all
remaining scheduled payments of principal and interest (not including any portion of the payment of interest accrued as of such Redemption
Date) from such Redemption Date to the respective due dates for such payments until December 15, 2028 computed on a semi-annual
basis by discounting such payments (assuming a 365 day year) to the Redemption Date at the Government of Canada Yield, plus 28 basis points.
“Government
of Canada Yield” shall mean, with respect to any Note and any applicable Redemption Date, the mid market yield to maturity on
the third Business Day (the “Determination Date”) preceding such Redemption Date, compounded semi-annually, which a
non-callable Government of Canada bond would carry if issued, in Canadian Dollars in Canada, at 100% of its principal amount on such date
with a term to maturity which most closely approximates the remaining term to December 15, 2028 from such Redemption Date
as quoted by a dealer selected from time to time by the Issuer and approved by the Indenture Trustee at noon (Toronto time) on such Determination
Date.
“Investment Grade Rating”
shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P or BBB (low)
(or the equivalent) by DBRS, or the equivalent investment grade credit rating from any other Specified Rating Agency.
“Moody’s” shall
mean Moody’s Investors Service Inc.
“Notes”
shall have the meaning specified in Section 2.01 of this Series Supplement.
“Permitted Indebtedness”
of the Restricted Subsidiaries shall mean:
| (a) | Indebtedness of the Restricted Subsidiaries from time to time secured by Liens constituting Permitted
Liens under any of clauses (a) to (cc) inclusive of the definition of Permitted Liens; |
| (b) | Indebtedness (excluding Indebtedness outstanding under commercial paper programs) of the Restricted Subsidiaries
existing on the date of this Series Supplement and, in the case of any Person which is not a Restricted Subsidiary on the date of
this Series Supplement or which ceases to be a Restricted Subsidiary after the date of this Series Supplement, at the time such
Person becomes, or again becomes, as the case may be, a Restricted Subsidiary; |
| (c) | Indebtedness of a Restricted Subsidiary owing to the Issuer or to another Restricted Subsidiary; |
| (d) | commercial paper issued from time to time by any one or more of the Restricted Subsidiaries in a principal
amount of up to $1,000,000,000 (or the Equivalent Amount in any other currency or currencies); and |
| (e) | any extension, renewal or replacement (including successive extensions, renewals or replacements), in
whole or in part, of any Indebtedness of the Restricted Subsidiaries referred to in any of the preceding clauses of this definition (provided
that the principal amount of such Indebtedness immediately prior to such extension, renewal or replacement is not increased). |
“Rating Event” shall
mean the rating on the Notes is lowered to below an Investment Grade Rating by at least two out of three of the Specified Rating Agencies
if there are three Specified Rating Agencies or all of the Specified Rating Agencies if there are less than three Specified Rating Agencies
(the “Required Threshold”) on any day within the 60-day period (which 60-day period will be extended so long as the
rating of the Notes is under publicly announced consideration for a possible downgrade by such number of the Specified Rating Agencies
which, together with Specified Rating Agencies which have already lowered their ratings on the Notes as aforesaid, would aggregate in
number the Required Threshold, but only to the extent that, and for so long as, a Change of Control Triggering Event would result if such
downgrade were to occur) after the earlier of (i) the occurrence of a Change of Control, and (ii) public notice of the occurrence
of a Change of Control or of the Issuer’s intention or agreement to effect a Change of Control.
“Restricted Indebtedness”
of the Restricted Subsidiaries, shall mean at any time, any Indebtedness of the Restricted Subsidiaries which, at such time, is not Permitted
Indebtedness.
“S&P” shall mean
Standard & Poor’s Rating Services, a business unit of S&P Global Canada Corp.
“Specified Rating Agencies”
shall mean each of Moody’s, S&P and DBRS as long as, in each case, it has not ceased to rate the Notes or failed to make a rating
of the Notes publicly available for reasons outside of the Issuer’s control; provided that if one or more of Moody’s, S&P
or DBRS ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Issuer’s control,
the Issuer may select any other “designated rating organization” within the meaning of National Instrument 41-101 of the Canadian
Securities Administrators as a replacement agency for such one or more of them, as the case may be.
“Taxes”
shall have the meaning specified in Section 2.07 of this Series Supplement.
| 1.03 | Conflict Between Series Supplement and Indenture |
If any term or provision contained in this Series Supplement
shall conflict or be inconsistent with any term or provision of the Indenture, the terms and provisions of this Series Supplement
shall govern; provided, however, that the terms and provisions of this Series Supplement may modify or amend the terms of the Indenture
solely as applied to the Notes.
| 1.04 | Interpretation Provisions in Indenture |
This Series Supplement shall, unless the
context otherwise requires, be subject to the interpretation provisions contained in Article One of the Base Indenture.
Exhibit A to this Series Supplement
forms part of this Series Supplement.
Article Two
Debt Securities
| 2.01 | Creation and Designation |
The Issuer is hereby
authorized to issue under the Indenture a Series of Debt Securities designated “4.80% Notes, Series CAO due December 15,
2028” (the “Notes”) having the terms set forth in this Article Two.
| 2.02 | Limitation on Aggregate Principal Amount |
The aggregate principal
amount of the Notes that may be issued (except for Notes issued upon registration of transfer of, or in exchange for, or in lieu of, other
Notes) shall be initially limited to $700,000,000. The Issuer may, from time to time, without the consent of any existing Holders
of the Notes, create and issue additional Notes hereunder in such additional amounts as the Issuer may determine having the same terms
and conditions as the Notes in all respects, except for such variations to such terms and conditions as may be required, in the reasonable
and good faith opinion of the Issuer, to reflect the different issue dates of such additional Notes and the then existing Notes and the
intention that all such additional Notes and then existing Notes be fungible for trading purposes from the issue date of such additional
Notes (which variations may include, among other things, a different issue date, a different issue price, a different interest commencement
date, a different first interest payment date, a different initial interest period, and a different interest payment calculation for the
initial interest period). Additional Notes so created and issued will be consolidated with and form a single Series with the then
existing Notes and, if the Issuer acting reasonably and in good faith determines that it is advisable or advantageous to do so, the Issuer
may accept such additional Notes and then existing Notes (including any such Notes in global form held by a Depositary) in exchange for
consolidated and restated replacement Notes reflecting the terms and conditions of such additional Notes and then existing Notes.
The Notes shall be denominated in, and all principal
of, and premium, interest and other amounts on the Notes shall be payable in, Canadian Dollars. Unless expressly provided to the contrary
in this Series Supplement, all amounts expressed in this Series Supplement and in each Note in terms of money refer to Canadian
Dollars.
The Notes shall be denominated in integral multiples
of $1,000.
| 2.05 | Date and Stated Maturity |
The Series Issuance
Date for the Notes shall be February 15, 2024 and the entire principal amount of the Notes shall become due and payable, together
with any accrued and unpaid interest on the Notes, on December 15, 2028 (such date being the “Stated Maturity”
of the outstanding principal amount of the Notes).
| (1) | Interest shall accrue on the aggregate unpaid principal amount of each Note,
together, to the extent permitted by Applicable Law, with interest on overdue interest not paid on an Interest Payment Date for the Notes,
as well after as before default and judgment, from and including the date such Note is issued to but not including the date of the repayment
in full of the principal amount of such Note, at a rate of interest equal to 4.80% per annum. Interest that accrues on a Note for
the period from and including the date such Note is issued to but not including June 15, 2024, shall be payable on the first Interest
Payment Date (namely, June 15, 2024). Interest on a Note that accrues from and including June 15, 2024, subject to any variation
to the terms and conditions of the initial interest payment under any additional Notes, shall be payable in equal semi-annual instalments
on each Interest Payment Date for the Notes and all accrued and unpaid interest on the Notes shall be paid on the Maturity of the Notes.
For greater certainty, interest on the Notes will accrue and be calculated for each applicable period prior to an Interest Payment Date,
and will be paid on each related Interest Payment Date, in the manner necessary to result in (i) the per annum rate of interest during
each year of the term of the Notes being equal to the fixed rate per annum specified above, (ii) interest under the Notes that accrues
for the period from and including February 15, 2024 to but not including June 15, 2024 being paid under the Notes on the first
Interest Payment Date (namely, June 15, 2024) and payable in an aggregate amount equal to $11,138,630.14 and (iii) interest
under the Notes that accrues from and including June 15, 2024, subject to any variation to the terms and conditions of the initial
interest payment under any additional Notes, being paid under the Notes in equal semi-annual instalments on the related semi-annual Interest
Payment Dates. |
| (2) | Interest on the Notes will be computed on the basis of a year of 365 days. |
| (3) | The Interest Payment Dates for the Notes shall be June 15 and
December 15 in each year beginning June 15, 2024. |
| (4) | The Regular Interest Record Dates for the Notes shall be May 31 (with
respect to the June 15 Interest Payment Date) and November 30 (with respect to the December 15 Interest Payment
Date) in each year. |
| (1) | All payments made by the Issuer under or with respect to the Notes will be made free and clear of and
without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental
charge imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or therein or by any authority
or agency thereof or therein having power to tax (hereinafter “Taxes”) unless the Issuer is required to withhold or
deduct Taxes by Applicable Law or by the interpretation or administration thereof by the relevant Governmental Authority. If the Issuer
is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes, the
Issuer will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received
by each holder or beneficial owner (including Additional Amounts) after such withholding or deduction will not be less than the amount
such holder or beneficial owner would have received if such Taxes had not been withheld or deducted; provided that no Additional Amounts
will be payable with respect to: |
| (a) | any payment to a holder or beneficial owner who is liable for such Taxes in respect of such Note (i) by
reason of such holder or beneficial owner being a Person with whom the Issuer is not dealing at arm’s length for the purposes of
the Income Tax Act (Canada) or (ii) by reason of the existence of any present or former connection between such holder or
beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such holder or beneficial
owner, if such holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any
province or territory thereof or therein or agency thereof or therein other than the mere acquisition, holding, use or ownership or deemed
holding, use or ownership, or receiving payments or enforcing any rights in respect of such Note as a non-resident or deemed non-resident
of Canada or any province or territory thereof or therein or any agency thereof or therein; |
| (b) | any Taxes that would not have been imposed but for the holder or beneficial owner who is liable for such
Taxes in respect of a Note being a person who is a “specified entity” (as defined in proposed subsection 18.4(1) of the
Income Tax Act (Canada) contained in Bill C-59 in respect of the Issuer to the extent that the applicable payment would be subject
to withholding tax under the Income Tax Act (Canada) as a consequence of such proposals; |
| (c) | any payment to a holder or beneficial owner who is a “specified shareholder” of the Issuer
or who does not deal at arm's length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the
Income Tax Act (Canada); |
| (d) | any Note presented for payment more than 30 days after the later of (i) the date on which such payment
first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holders of the Notes on or prior to such
date, the date on which the full amount of such monies has been paid to the Holders of the Notes, except to the extent that the Holder
of the Notes would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such period
of 30 days; |
| (e) | any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar Tax; |
| (f) | any Tax imposed as a result of the failure of a holder or beneficial owner of a Note to comply with certification,
identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection with Canada
or any province or territory thereof or therein or agency thereof or therein of such holder or beneficial owner, if such compliance is
required by statute or by regulation, as a precondition to reduction of, or exemption, from such Tax; |
| (g) | any Tax which is payable otherwise than by withholding or deduction from any payment made under or with
respect to the Notes; or |
| (h) | any combination of the above items; |
nor will such Additional Amounts be
paid with respect to any payment on any Note to a holder or beneficial owner who is a fiduciary or partnership or other than the sole
beneficial owner of such Note to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership
or a beneficial owner thereof would not have been entitled to receive a payment of such Additional Amounts had such beneficiary, settlor,
member or beneficial owner received directly its beneficial or distributive share of such payment.
| (2) | Where Tax is payable pursuant to Section 803 of the Income Tax Regulations by a Holder of
the Notes or beneficial owner of the Notes in respect of any amount payable under the Notes to the Holder of the Notes (other than by
reason of a transfer of the Notes to a person resident in Canada with whom the transferor does not deal at arm’s length for the
purposes of the Income Tax Act (Canada)), but no Additional Amount is paid in respect of such Tax, the Issuer will pay to the Holder
of the Notes an amount equal to such Tax within 45 days after receiving from the Holder of the Notes a notice containing reasonable particulars
of the Tax so payable, provided such Holder of the Notes or beneficial owner would have been entitled to receive Additional Amounts on
account of such Tax but for the fact that it is payable otherwise than by deduction or withholding from payments made under or with respect
to the Notes. |
| (3) | At least 30 days prior to each date on which any payment under or with respect to the Notes is due and
payable, if the Issuer to its knowledge will be obligated to pay Additional Amounts with respect to such payment, the Issuer will deliver
to the Indenture Trustee a Certificate of the Issuer stating the fact that such Additional Amounts will be payable and the amounts so
payable and will set forth such other information necessary to enable the Indenture Trustee to pay such Additional Amounts to Holders
of the Notes on the payment date. |
| (4) | Whenever in the Indenture, this Series Supplement or in any Note there is mentioned, in any context,
the payment of principal of, or premium, interest or any other amount on any Note, such mention shall be deemed to include mention of
the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
For greater certainty, a default in making any payment of any Additional Amounts when due which default continues for a period of 30 days
shall constitute an Event of Default for the purposes of Section 6.01(b) of the Base Indenture but not for the purpose of Section 6.01(a) of
the Base Indenture. |
| (5) | The obligation to pay Additional Amounts will survive any termination or discharge of the Indenture or
the redemption, repayment or purchase of the Notes. |
| 2.08 | Redemption and Purchase |
| (1) | The Notes may be redeemed, in whole or in part at any time and from time
to time prior to November 15, 2028 at the election of the Issuer, upon not less than 10 days' and not more than 60 days’
prior notice, for a Redemption Price equal to the greater of (a) the Discounted Value for the applicable Redemption Date of the Notes
to be redeemed, and (b) the outstanding principal amount of the Notes to be redeemed. The Notes may be redeemed, in whole, or from
time to time, in part, at any time on or after November 15, 2028 at the election of the Issuer, upon not less than 10 days' and not
more than 60 days’ prior notice, for a Redemption Price equal to the outstanding principal amount of the Notes to be redeemed. All
accrued and unpaid interest on the outstanding principal amount of each Note called for redemption shall be paid to the Redemption Date. |
| (2) | Notice of redemption given to the Holders of the Notes pursuant to the Indenture and this Series Supplement
may, at the option of the Issuer, be made subject to conditions and, in such case, such notice of redemption shall specify, in addition
to the requirements of Section 3.01(c) of the Base Indenture, the details and terms of any event (e.g., a financing, asset disposition
or other transaction) on which such redemption is conditional. Notwithstanding Section 3.01(e) and Section 3.01(c)(ii) of
the Base Indenture, upon notice of redemption having been given as specified in this paragraph, the Notes so called for redemption shall
become due and payable at the Redemption Price and on the Redemption Date specified in such notice, in the same manner and with the same
effect as if such date was the Stated Maturity specified herein for the Notes, only upon the fulfillment or discharge of the conditions
stated in such notice to the satisfaction of the Issuer, acting reasonably, or the waiver of such conditions by the Issuer, in whole or
in part, notwithstanding anything to the contrary in the Indenture or this Series Supplement. In addition, notwithstanding anything
to the contrary in the Indenture or this Series Supplement, any notice of redemption given as aforesaid may be revoked at any time
by the Issuer prior to the Redemption Date if the Issuer determines, acting reasonably, that such conditions cannot be satisfied by the
Redemption Date. Such notice of revocation shall be delivered by the Issuer to the Holders of the Notes and the Indenture Trustee. |
| (3) | In addition, the Notes may be redeemed, in whole, but not in part, at any time at the election of the
Issuer for a Redemption Price equal to 100% of the outstanding principal amount of the Notes together with accrued and unpaid interest
thereon to the Redemption Date, if the Issuer delivers to the Indenture Trustee an opinion of independent Canadian tax counsel experienced
in such matters to the effect that the Issuer has become or would become obligated to pay, on the next date on which any amount would
be payable under or with respect to the outstanding Notes, any Additional Amounts as a result of a change in the laws (including any regulations
promulgated thereunder) of Canada, or any province or territory thereof or therein or any agency thereof or therein having the power to
tax, or any change in any official position regarding the application or interpretation of such laws or regulations, which change is announced
or becomes effective on or after the Series Issuance Date; provided that the Issuer determines, in its business judgment, that the
obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to the Issuer (not including substitution
of the obligor under the Notes). |
| (4) | The Notes will not be subject to redemption at the election of the Holders of the Notes. |
The Notes will not be subject to repurchase or
redemption pursuant to any sinking fund.
The Notes will be subject to Defeasance and Covenant
Defeasance as described in Article Thirteen of the Base Indenture.
| 2.11 | Form and Certification |
| (1) | The Notes shall be (a) in registered form only, (b) issued as one or more Global Debt Securities
held by, or on behalf of, the Depositary in accordance with Section 2.17 of the Base Indenture, (c) registered in the name of
the Depositary or its nominee as provided for in Section 2.17 of the Base Indenture, and (d) substantially in the form set forth
in Exhibit A to this Series Supplement, subject to any modifications as may be reasonably required from time to time by the
Depository and which are not prejudicial to the beneficial holders of the Notes and subject to any modifications as may be reasonably
required from time to time to reflect any variation to the terms and conditions of any additional Notes, or to reflect the terms and conditions
of any replacement Note consolidating and restating additional Notes and then existing Notes, as provided in Section 2.02 of this
Series Supplement. |
| (2) | The form of certification of the Notes by the Indenture Trustee shall be substantially in the form of
the Indenture Trustee’s Certificate set forth in Exhibit A to this Series Supplement. |
For the purpose of this Series Supplement
and the Notes:
| (a) | the Depositary shall be CDS; |
| (b) | the Registrar, Paying Agent and Transfer Agent shall be the Indenture Trustee; and |
| (c) | the Place of Payment shall be Calgary, Alberta. |
Notwithstanding Section 1.07 or any other
provision under the Base Indenture, if any Interest Payment Date or the date of Maturity is not a Business Day, such payment will be made
on the next Business Day, and the Holders of such Notes shall not be entitled to any further interest or other payment in respect of such
delay.
Article Three
Covenants With Respect To The Notes
| 3.01 | Negative Covenants in the Indenture |
Subsections 5.03(a) and 5.03(c) of the
Base Indenture shall be inapplicable to this Series Supplement and the Notes.
| 3.02 | Additional Negative Covenants |
The Issuer covenants and agrees with the Indenture
Trustee for the benefit of the Holders of the Notes that, so long as the Notes are Outstanding and except as otherwise permitted by the
prior written consent of the Indenture Trustee:
| (a) | Negative Pledge. The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly, create or assume any Lien (other than Permitted Liens) upon any of the present or future Principal Property, or any Property
which, together with any other Property subject to Liens (other than Permitted Liens) in the same transaction or series of related transactions,
would in the aggregate constitute a Principal Property, of the Issuer or a Restricted Subsidiary to secure Indebtedness of the Issuer
or a Restricted Subsidiary unless the Notes (together with, if the Issuer shall so determine, any other indebtedness of the Issuer or
a Restricted Subsidiary ranking at least pari passu with the Notes then existing or thereafter created) shall be concurrently secured
equally and rateably with (or prior to) such Indebtedness so long as such Lien is outstanding. If at any time the Issuer or any Restricted
Subsidiary shall create or assume any Lien to which this subsection is applicable, the Issuer shall promptly deliver to the Indenture
Trustee a Certificate of the Issuer stating that its covenant in this subsection has been complied with. If the Issuer shall hereafter
secure the Notes equally and rateably with (or prior to) any such other Indebtedness pursuant to this subsection, the Indenture Trustee
is hereby authorized to enter into an indenture or agreement supplemental to the Indenture and this Series Supplement and to take
such action, if any, as it may deem advisable to enable the Indenture Trustee to effectively enforce the rights of the Holders of the
Notes so secured equally and rateably with (or prior to) the obligees of such Indebtedness; provided however that the Indenture Trustee
shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office
at any time or times. |
| (b) | Sale and Lease-Back Transactions. The Issuer shall not, and shall not permit any Restricted Subsidiary
to, enter into any Sale and Lease-Back Transaction, except for: |
| (i) | any Sale and Lease-Back Transaction constituting a Permitted Lien under any of clauses (a) to (t) inclusive,
and any of clauses (v) to (cc) inclusive, of the definition of Permitted Liens; or |
| (ii) | any Sale and Lease-Back Transaction that is not otherwise permitted under paragraphs (i) or (iii) of
this subsection and in respect of which the Issuer or such Restricted Subsidiary would, at the time it enters into such Sale and Lease-Back
Transaction, be entitled to create a Lien on the Principal Property (or the properties, as the case may be) subject to such Sale and Lease-Back
Transaction to secure Indebtedness at least equal in amount to the Attributable Debt in respect of such Sale and Lease-Back Transaction
without being required to equally and rateably secure the Notes pursuant to subsection (a) of this Section (any Sale and Lease-Back
Transaction entered into in compliance with this paragraph being an “Unrestricted Sale and Lease-Back Transaction”);
or |
| (iii) | any Sale and Lease-Back Transaction if the Issuer or such Restricted Subsidiary shall apply or cause to
be applied, in the case of a sale or transfer for cash, an amount equal to the greater of the fair market value of the Principal Property
(or the properties, as the case may be) sold or transferred and leased back pursuant to such Sale and Lease-Back Transaction or the net
proceeds of such Sale and Lease-Back Transaction and, in the case of a sale or transfer otherwise than for cash, an amount equal to the
fair market value of the Principal Property (or the properties, as the case may be) sold or transferred and leased back pursuant to such
Sale and Lease-Back Transaction, to (x) the retirement (other than any mandatory retirement), within 180 days after the effective
date of such Sale and Lease-Back Transaction, of Indebtedness of the Issuer (which may but need not include the Debt Securities of any
Series) ranking on a parity with, or prior to, the Notes and owing to a Person other than the Issuer or any Affiliate of the Issuer, or
(y) the purchase, construction or improvement of real property or personal property used by the Issuer or the Restricted Subsidiaries
in the ordinary course of business. |
| (c) | Restricted Subsidiary Indebtedness. The Issuer shall not permit any Restricted Subsidiary to, directly
or indirectly, create, incur or assume any Restricted Indebtedness, unless after giving effect to the incurrence of such Restricted Indebtedness
and the application of the proceeds therefrom, the sum of (without duplication) (x) the aggregate principal amount of Restricted
Indebtedness of all Restricted Subsidiaries at such time, plus (y) the then outstanding principal amount of Indebtedness of the Issuer
at such time secured by Liens (other than any Lien constituting a Permitted Lien under any of clauses (a) to (cc) inclusive of the
definition of Permitted Liens), plus (z) Attributable Debt relating to then outstanding Unrestricted Sale and Lease-Back Transactions
of the Issuer, would not exceed 15% of Consolidated Net Tangible Assets. |
Article Four
Miscellaneous Provisions
| 4.01 | Confirmation of Indenture |
The Indenture, as amended and supplemented by
this Series Supplement, is in all respects confirmed.
The Indenture Trustee hereby accepts the trusts
in this Series Supplement declared and provided for and agrees to perform the same upon the terms and conditions and subject to the
provisions set forth in the Indenture.
| 4.03 | Counterparts and Formal Date |
This Series Supplement may be executed in
any number of counterparts, and delivered via electronic means (including by way of pdf), each of which so executed and delivered shall
be deemed to be an original, but all of which shall together constitute one and the same instrument and notwithstanding their date of
execution shall be deemed to bear the date set forth on the first page of this Series Supplement.
Article Five
Additional Covenant With Respect to the Notes
— Offer to Repurchase Notes
| 5.01 | Offer to Repurchase Notes on Change of Control Triggering Event |
| (1) | If a Change of Control Triggering Event occurs, unless the Issuer has exercised its right to redeem all
of the Notes pursuant to Subsection 2.08 of this Series Supplement, the Issuer will be required to make an offer to repurchase all
or, at the Holder’s option, any part (equal to $1,000 or an integral multiple thereof), of each Holder’s Notes on the terms
set forth in this Section 5.01 (the “Change of Control Offer”). In the Change of Control Offer the Issuer shall
be required to offer payment in cash equal to 101% of the outstanding principal amount of Notes together with accrued and unpaid interest
thereon to the date of purchase (the “Change of Control Payment”). |
| (2) | Within 30 days following any Change of Control Triggering Event, the Issuer shall give written notice
to each Holder, with a copy to the Indenture Trustee, describing the transaction or transactions which constitute the Change of Control
Triggering Event and offering to repurchase the Notes on the payment date specified in the notice, which date shall be no earlier than
30 days and no later than 60 days from the date such notice is given (the “Change of Control Payment Date”), pursuant
to the procedures required by this Section 5.01 and described in such notice. The Issuer shall comply with the requirements of applicable
securities laws and regulations in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To
the extent that the provisions of any such applicable securities laws and regulations conflict with the provisions of this Section 5.01,
the Issuer shall comply with such laws and regulations and will not be deemed to have breached its obligations under this Section 5.01
to repurchase the Notes by virtue of such conflict. |
| (3) | On the Change of Control Payment Date, the Issuer shall, to the extent lawful: |
| (a) | accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control
Offer; |
| (b) | deposit with the Indenture Trustee an amount of money equal to the Change of Control Payment in respect
of all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; and |
| (c) | deliver or cause to be delivered to the Indenture Trustee the Notes properly accepted, together with a
Certificate of the Issuer stating the aggregate principal amount of the Notes or portions of Notes being purchased by the Issuer. |
| (4) | The Indenture Trustee will promptly pay to each Holder of properly tendered Notes an amount equal to the
Change of Control Payment in respect of such Notes either, at the Indenture Trustee’s option, by mailing (first class mail, postage
prepaid) a cheque to such Holder or by means of a wire transfer in accordance with the applicable payment procedures of CDS, and the Indenture
Trustee will promptly certify and mail (first class mail, postage prepaid) (or cause to be transferred by book-entry) to each such Holder
a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal
amount of $1,000 and integral multiples of $1,000 in excess thereof. |
| (5) | The Issuer will not be required to make a Change of Control Offer upon a Change of Control Triggering
Event if a third party makes such an offer substantially in the manner, at the times and in compliance with the requirements for an offer
made by the Issuer pursuant to the provisions of this Section 5.01 (and for at least the same purchase price payable in cash) and
such third party purchases all Notes properly tendered and not withdrawn under its offer. |
[Remainder of page intentionally
left blank]
IN WITNESS OF
WHICH the Issuer and the Indenture Trustee have caused this Series Supplement to be duly executed by their duly authorized
officers as of the date specified on the first page of this Series Supplement.
COMPUTERSHARE
TRUST Company of canada |
|
TELUS
CORPORATION |
|
|
|
by: |
/s/ Luci Scholes |
|
by: |
/s/ Doug French |
|
Name: Luci Scholes |
|
|
Name: Doug French |
|
Title: Corporate Trust Officer |
|
|
Title: Executive Vice-President and Chief Financial Officer |
by: |
/s/ Corentin Leverrier |
|
by: |
/s/ Gopi Chande |
|
Name: Corentin Leverrier |
|
|
Name: Gopi Chande |
|
Title: Interim Manager, Corporate Trust |
|
|
Title: Senior Vice-President and Treasurer |
EXECUTION PAGE – SUPPLEMENTAL INDENTURE
Exhibit A
To FORTY-NINTH Series Supplement
TELUS CORPORATION
CUSIP No. |
87971MCE1 |
|
ISIN No. |
CA87971MCE18 |
|
4.80%
Notes, Series CAO due December 15, 2028
TELUS
Corporation (the “Issuer”) for value received hereby acknowledges itself indebted and promises to pay to the Holder
hereof on presentation and surrender of this 4.80% Note, Series CAO
(the “Note”) at the principal office of Computershare Trust Company of Canada (the “Indenture Trustee”,
which term shall include its successors under the Indenture hereinafter referred to) in Calgary, Alberta, Canada, the principal amount
of ● dollars in lawful money of Canada ($●),
and to pay interest on the outstanding principal amount hereof at the same place in like money at the rate of 4.80% per annum, as well
after as before maturity, default and judgment, with interest on overdue interest at the same rate as more particularly specified in
the Indenture.
The
outstanding principal amount of this Note is payable in one instalment on December 15,
2028. Interest on this Note that accrues for the period from and including February 15, 2024, to but not including June 15,
2024 is payable on the first Interest Payment Date (namely, June 15, 2024) in an aggregate amount equal to $●.
Interest on this Note that accrues from and including June 15, 2024 is payable in equal semi-annual instalments on June 15
and December 15 of each year beginning December 15, 2024. All accrued and unpaid interest on this Note is payable on the Maturity
of this Note.
All payments made by the Issuer under or with
respect to this Note will be made free and clear of and without withholding or deduction for or on account of any present or future tax,
duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or of any province
or territory thereof or therein or by any authority or agency thereof or therein having power to tax (hereinafter “Taxes”)
unless the Issuer is required to withhold or deduct Taxes by Applicable Law or by the interpretation or administration thereof by the
relevant Governmental Authority. If the Issuer is so required to withhold or deduct any amount for or on account of Taxes from any payment
made under or with respect to the Notes, the Issuer will pay such additional amounts (“Additional Amounts”) as may
be necessary so that the net amount received by each holder or beneficial owner (including Additional Amounts) after such withholding
or deduction will not be less than the amount such holder or beneficial owner would have received if such Taxes had not been withheld
or deducted; provided that no Additional Amounts will be payable with respect to:
| (a) | any payment to a holder or beneficial owner who is liable for such Taxes in respect of such Note (i) by
reason of such holder or beneficial owner being a Person with whom the Issuer is not dealing at arm’s length for the purposes of
the Income Tax Act (Canada) or (ii) by reason of the existence of any present or former connection between such holder or
beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such holder or beneficial
owner, if such holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and Canada or any
province or territory thereof or therein or agency thereof or therein other than the mere acquisition, holding, use or ownership or deemed
holding, use or ownership, or receiving payments or enforcing any rights in respect of this Note as a nonresident or deemed non-resident
of Canada or any province or territory thereof or therein or any agency thereof or therein; |
| (b) | any Taxes that would not have been imposed but for the holder or beneficial owner who is liable for such
Taxes in respect of a Note being a person who is a “specified entity” (as defined in proposed subsection 18.4(1) of the
Income Tax Act (Canada) contained in Bill C-59) in respect of the Issuer to the extent that the applicable payment would be subject
to withholding tax under the Income Tax Act (Canada) as a consequence of such proposals; |
| (c) | any payment to a holder or beneficial owner who is a “specified shareholder” of the Issuer
or who does not deal at arm's length with a “specified shareholder” of the Issuer as defined in subsection 18(5) of the
Income Tax Act (Canada); |
| (d) | this Note if presented for payment more than 30 days after the later of (i) the date on which such
payment first becomes due or (ii) if the full amount of the monies payable has not been paid to the Holder of this Note on or prior
to such date, the date on which the full amount of such monies has been paid to the Holder of this Note, except to the extent that the
Holder of this Note would have been entitled to such Additional Amounts on presentation of the same for payment on the last day of such
period of 30 days; |
| (e) | any estate, inheritance, gift, sales, transfer, excise or personal property tax or any similar Tax; |
| (f) | any Tax imposed as a result of the failure of a holder or beneficial owner of this Note to comply with
certification, identification, declaration or similar reporting requirements concerning the nationality, residence, identity or connection
with Canada or any province or territory thereof or therein or agency thereof or therein of such holder or beneficial owner of this Note,
if such compliance is required by statute or by regulation, as a precondition to reduction of, or exemption, from such Tax; |
| (g) | any Tax which is payable otherwise than by withholding or deduction from any payment made under or with
respect to this Notes; or |
| (h) | any combination of the above items; |
nor will such Additional Amounts be paid with
respect to any payment on this Note to a holder or beneficial owner who is a fiduciary or partnership or other than the sole beneficial
owner of this Note to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership or a beneficial
owner thereof would not have been entitled to receive a payment of such Additional Amounts had such beneficiary, settlor, member or beneficial
owner received directly its beneficial or distributive share of such payment.
Where Tax is payable pursuant to Section 803
of the Income Tax Regulations by a Holder of the Notes or beneficial owner of the Notes in respect of any amount payable under
the Notes to the Holder of the Notes (other than by reason of a transfer of the Notes to a person resident in Canada with whom the transferor
does not deal at arm’s length for the purposes of the Income Tax Act (Canada)), but no Additional Amount is paid in respect
of such Tax, the Issuer will pay to the Holder of the Notes an amount equal to such Tax within 45 days after receiving from the Holder
of the Notes a notice containing reasonable particulars of the Tax so payable, provided such Holder of the Notes or beneficial owner would
have been entitled to receive Additional Amounts on account of such Tax but for the fact that it is payable otherwise than by deduction
or withholding from payments made under or with respect to the Notes.
This Note is one
of a duly authorized Series of Debt Securities designated as 4.80% Notes, Series CAO due December 15, 2028 issued
under a trust indenture dated as of May 22, 2001 (the “Base Indenture”) as supplemented by the forty-seventh supplement
to the Base Indenture, dated January 2, 2024 between the Issuer and the Indenture Trustee (the "Forty-Seventh Supplement")
and a forty-ninth series supplement (the “Series Supplement”) dated as of February 15, 2024 (the Series Supplement
and, together with the Base Indenture and the Forty-Seventh Supplement, and as further amended, the “Indenture”), in
each case between the Issuer and the Indenture Trustee. Reference is hereby made to the Indenture as to the nature and extent of the rights
of the Holders of the Debt Securities of this Series, all to the same effect as if the provisions of the Indenture were herein set forth,
to all of which provisions the Holder of this Note by acceptance hereof assents. All capitalized terms used but not defined herein have
the meanings specified in the Indenture.
Each Debt Security
of this Series, including this Note, may be redeemed by the Issuer in whole or in part at any time prior to November 15, 2028
upon not less than 10 days’ and not more than 60 days’ notice to the Holder hereof, in accordance with Section 3.01 of
the Base Indenture (as amended by the Series Supplement), at a Redemption Price equal to the greater of (a) the Discounted Value
of this Note for the applicable Redemption Date, and (b) the outstanding principal amount of this Note, together in each case with
all accrued and unpaid interest hereon to the Redemption Date. All Debt Securities of this Series, including this Note, may be redeemed
by the Issuer in whole, or from time to time, in part, at any time on or after November 15, 2028 upon not less than 10 days’
and not more than 60 days’ notice to the Holder hereof, in accordance with Section 3.01 of the Base Indenture (as amended by
the Series Supplement), at a Redemption Price equal to the outstanding principal amount of this Note together with all accrued and
unpaid interest hereon to the Redemption Date. Any redemption may, at the Issuer's discretion, be subject to one or more conditions, and
may be revoked if any such conditions are not satisfied.
For the purpose
of the preceding paragraph, “Discounted Value” shall mean, for this Note and any applicable Redemption Date, an amount
equal to the sum of the present values of all remaining scheduled payments of principal and interest (not including any portion of the
payment of interest accrued as of such Redemption Date) from such Redemption Date to the respective due dates for such payments until
November 15, 2028 computed on a semi-annual basis by discounting such payments (assuming a 365 day year) to the Redemption
Date at the Government of Canada Yield plus 28 basis points, and “Government of Canada Yield” shall mean, with respect
to this Note and any applicable Redemption Date, the mid-market yield to maturity on the third Business Day (the “Determination
Date”) preceding such Redemption Date, compounded semi-annually, which a non-callable Government of Canada bond would carry
if issued, in Canadian Dollars in Canada, at 100% of its principal amount on such date with a term to maturity which most closely approximates
the remaining term to November 15, 2028 from such Redemption Date as quoted by a dealer selected from time to time by the Issuer
and approved by the Indenture Trustee at noon (Toronto time) on such Determination Date. In the case of any redemption of less than all
of the Debt Securities of this Series, the Debt Securities to be redeemed will be selected by the Indenture Trustee on a pro rata basis
or by such other method (which may include random selection by computer) as the Indenture Trustee may deem appropriate.
In addition, this Note may be redeemed, together
with all of the other Debt Securities of this Series, in whole, but not in part, at any time at the election of the Issuer for a Redemption
Price equal to 100% of the outstanding principal amount of this Note together with accrued and unpaid interest thereon to the Redemption
Date, if the Issuer delivers to the Indenture Trustee an opinion of independent Canadian tax counsel experienced in such matters to the
effect that the Issuer has become or would become obligated to pay, on the next date on which any amount would be payable under or with
respect to the outstanding Debt Securities of this Series, any Additional Amounts as a result of a change in the laws (including any regulations
promulgated thereunder) of Canada, or any province or territory thereof or therein or any agency thereof or therein having the power to
tax, or any change in any official position regarding the application or interpretation of such laws or regulations, which change is announced
or becomes effective on or after the Series Issuance Date; provided that the Issuer determines, in its business judgment, that the
obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to the Issuer (not including substitution
of the obligor under the Debt Securities of this Series).
The Issuer is required, subject to and in accordance
with the provisions of the Indenture, to make an offer to repurchase this Note at a price equal to 101% of the outstanding principal amount
of this Note together with accrued and unpaid interest thereon to the date of purchase upon the occurrence of a Change of Control Triggering
Event (as defined in the Series Supplement).
The outstanding principal amount of this Note
may become or be declared to be due and payable by the Indenture Trustee before maturity in the circumstances set out in Article 6
of the Base Indenture.
This Note is transferable
only in accordance with the provisions of the Indenture and subject to the last two sentences of this paragraph. No transfer of this Note
shall be valid unless made on the Register kept by and at the principal office of the Registrar in Calgary, Alberta, by the Holder hereof
or its attorney duly appointed by instrument in writing in form and execution satisfactory to the Registrar upon compliance with such
reasonable requirements as the Registrar may prescribe. Except as otherwise provided in the Indenture, this Note may be transferred,
in whole but not in part, only to another nominee of the Depositary for the 4.80% Notes, Series CAO due December 15,
2028 or to a successor Depositary or to a nominee of such successor Depositary. Unless this certificate is presented by an authorized
representative of CDS Clearing and Depository Services Inc. (“CDS”) to TELUS Corporation (the “Issuer”) or its
agent for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered in the name of CDS &
CO., or in such other name as is requested by an authorized representative of CDS (and any payment is made to CDS & CO. or to
such other entity as is requested by an authorized representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL since the registered holder hereof, CDS & CO., has a property interest in the securities represented
by this certificate herein and it is a violation of its rights for another person to hold, transfer or deal with this certificate.
The Indenture contains provisions making binding
upon all Holders of the Debt Securities of this Series, or upon the Holders of all Series outstanding under the Indenture, certain
Holder Actions taken by the Holders of a specified majority of the Debt Securities of this Series, or of all Series, as the case may be,
then outstanding.
This Note shall not become obligatory for any
purpose until certified by the Indenture Trustee.
[Remainder of page intentionally left blank]
IN WITNESS OF
WHICH TELUS Corporation has caused this 4.80% Note, Series CAO due December 15, 2028 to be signed by its duly authorized
officer on February 15, 2024.
|
TELUS
CORPORATION |
|
|
|
by: |
|
|
|
Name: Doug French |
|
|
Title: Executive Vice-President and Chief Financial Officer |
EXECUTION
PAGE – GLOBAL NOTE
INDENTURE TRUSTEE’S CERTIFICATE
This 4.80%
Note, Series CAO due December 15, 2028 is one of the 4.80% Notes, Series CAO due December 15, 2028 referred to in
the Indenture (CUSIP No. 87971MCE1).
|
COMPUTERSHARE
TRUST COMPANY OF CANADA |
|
|
|
by: |
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|
Authorized Signing Officer |
(Form of Registration Panel)
(No writing hereon except by the Indenture Trustee)
Date of Registration |
|
In Whose name Registered |
|
Authorized Signature
of Indenture Trustee |
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EXECUTION
PAGE – GLOBAL NOTE
Exhibit 99.11
TELUS CORPORATION
as Issuer
and
COMPUTERSHARE TRUST COMPANY OF CANADA
as Indenture Trustee
FIFTIETH SERIES SUPPLEMENT
Dated as of February 15,
2024
Supplementing the Trust Indenture dated as of
May 22, 2001
between TELUS Corporation, as Issuer and
Computershare Trust Company of Canada, as Indenture
Trustee,
and providing for
the issue of
4.95% Notes, Series CAP due February 18, 2031
in the aggregate principal amount of $600,000,000
TABLE OF CONTENTS
Article One Interpretation |
1 |
|
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1.01 |
To be Read with Indenture; Governing Law |
1 |
|
|
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1.02 |
Definitions |
1 |
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|
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1.03 |
Conflict Between Series Supplement and Indenture |
4 |
|
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1.04 |
Interpretation Provisions in Indenture |
4 |
|
|
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1.05 |
Exhibits |
4 |
|
|
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Article Two Debt Securities |
4 |
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2.01 |
Creation and Designation |
4 |
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2.02 |
Limitation on Aggregate Principal Amount |
5 |
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2.03 |
Currency |
5 |
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2.04 |
Denominations |
5 |
|
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2.05 |
Date and Stated Maturity |
5 |
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2.06 |
Interest |
5 |
|
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2.07 |
Additional Amounts |
6 |
|
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2.08 |
Redemption and Purchase |
7 |
|
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2.09 |
Sinking Fund |
8 |
|
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2.10 |
Defeasance |
8 |
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2.11 |
Form and Certification |
8 |
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2.12 |
Identification |
9 |
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2.13 |
Non-Business Days |
9 |
|
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Article Three Covenants With Respect
To The Notes |
9 |
|
|
|
3.01 |
Negative Covenants in the Indenture |
9 |
|
|
|
3.02 |
Additional Negative Covenants |
9 |
|
|
|
Article Four Miscellaneous Provisions |
11 |
|
|
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4.01 |
Confirmation of Indenture |
11 |
|
|
|
4.02 |
Acceptance of Trusts |
11 |
|
|
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4.03 |
Counterparts and Formal Date |
11 |
|
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Article Five Additional Covenant
With Respect to the Notes — Offer to Repurchase Notes |
11 |
|
|
|
5.01 |
Offer to Repurchase Notes on Change of Control Triggering
Event |
11 |
|
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|
Exhibit A
To Fiftieth Series Supplement |
A-1 |
THIS IS THE FIFTIETH
SERIES SUPPLEMENT dated as of February 15, 2024
BETWEEN:
TELUS
CORPORATION, in its capacity as Issuer
- and-
COMPUTERSHARE
TRUST COMPANY OF CANADA, a trust company under the laws of Canada, in its capacity as Indenture Trustee
WHEREAS
the Issuer and the Indenture Trustee have entered into a trust indenture dated as of May 22, 2001 (the “Base
Indenture”), as supplemented by the forty-seventh supplement to the Base Indenture, dated January 2, 2024 between the
Issuer and the Indenture Trustee (together, with the Base Indenture, the "Indenture");
AND
WHEREAS pursuant to Section 2.02 of the Base Indenture, the Issuer may from time to time create and issue one or more
new Series of Debt Securities, subject to the satisfaction of certain conditions set forth in the Indenture and in the related Series Supplement;
AND
WHEREAS the Principal Terms of any new Series of Debt Securities are to be set forth in a Series Supplement, which
supplements the Indenture in relation to such Series;
AND
WHEREAS this Series Supplement relates to the Series of Debt Securities to be designated as 4.95% Notes, Series CAP
due February 18, 2031 and the Issuer and the Indenture Trustee are entering into this Series Supplement in order to establish
the Principal Terms of such Series and to provide for the issuance of such Series.
NOW
THEREFORE THIS SERIES SUPPLEMENT WITNESSES and it is hereby covenanted, agreed and declared as follows:
Article One
Interpretation
| 1.01 | To be Read with Indenture; Governing Law |
This Series Supplement
is supplemental to the Indenture, and the Indenture and this Series Supplement shall hereafter be read together and shall have effect,
so far as practicable, with respect to the 4.95% Notes, Series CAP due February 18, 2031 as if all the provisions of
the Indenture and this Series Supplement were contained in one instrument, which instrument shall be governed by and construed in
accordance with the laws of the Province of Ontario, and the federal laws of Canada applicable in such Province. The parties hereto expressly
request and require that this document be drawn up in English. Les parties aux présentes conviennent et exigent que cette entente
et tous les documents qui s’y rattachent soient rédigés en anglais.
| (1) | All capitalized terms used but not defined
in this Series Supplement shall have the meanings specified in the Indenture except
that for the purpose, and only for the purpose, of this Series Supplement and the Notes: |
| (a) | clause (dd) of the definition of “Permitted
Liens” is amended to read as follows: |
(dd) any other Liens not otherwise qualifying
as a Permitted Lien under the preceding clauses of this definition provided that, at the applicable time, the sum of (without duplication)
(x) the aggregate principal amount of the Indebtedness secured by all such other Liens, plus (y) the Attributable Debt determined
at such time of the then outstanding Unrestricted Sale and Lease-Back Transactions to which the Issuer or a Restricted Subsidiary is
a party, plus (z) the then outstanding principal amount of all Restricted Indebtedness of the Restricted Subsidiaries, does not
exceed 15% of the then applicable Consolidated Net Tangible Assets.
| (b) | the definition of the term “Unrestricted
Sale and Lease-Back Transaction” is amended to read as follows: |
“Unrestricted Sale and Lease-Back
Transaction” shall have the meaning specified in paragraph 3.02(b)(ii) of this Series Supplement.
| (c) | the definition of the term “Restricted
Subsidiary” is amended to read as follows: |
“Restricted Subsidiary”
shall mean (a) TELUS Communications Inc., (b) TELUS International (Cda) Inc., and (c) at any time any other Subsidiary
of the Issuer if, at the end of the most recent fiscal quarter for which the Issuer has issued its financial statements, the total assets
of such Subsidiary exceeded 10% of the consolidated assets of the Issuer and its Subsidiaries, determined in accordance with Canadian
generally accepted accounting principles consistently applied.
| (2) | In addition, the following terms shall have
the following meanings: |
“Additional Amounts”
shall have the meaning specified in Section 2.07 of this Series Supplement.
“Change of Control”
shall mean the occurrence of any one of the following: (i) the direct or indirect sale, transfer, conveyance, lease or other disposition
(other than by way of consolidation, amalgamation or merger), in one or a series of related transactions, of all or substantially all
of the property and assets of the Issuer and its Subsidiaries, taken as a whole, to any Person or group of persons acting jointly or
in concert for purposes of such transaction (other than to the Issuer and its Subsidiaries); or (ii) the consummation of any transaction
including, without limitation, any consolidation, amalgamation, merger or issue of voting shares, the result of which is that any Person
or group of persons acting jointly or in concert for purposes of such transaction (other than the Issuer and its Subsidiaries) becomes
the beneficial owner, directly or indirectly, of more than 50% of the voting shares of the Issuer, measured by voting power rather than
number of shares (but shall not include the creation of a holding company or similar transaction that does not involve a change in the
beneficial ownership of the Issuer).
“Change of Control Offer”
shall have the meaning specified in Section 5.01(1) of this Series Supplement.
“Change of Control Payment”
shall have the meaning specified in Section 5.01(1) of this Series Supplement.
“Change of Control Payment Date”
shall have the meaning specified in Section 5.01(2) of this Series Supplement.
“Change of Control Triggering
Event” shall mean the occurrence of both a Change of Control and a Rating Event.
“DBRS” shall mean
DBRS Limited.
“Discounted
Value” shall mean, for any Note and any applicable Redemption Date, an amount equal to the sum of the present values of all
remaining scheduled payments of principal and interest (not including any portion of the payment of interest accrued as of such Redemption
Date) from such Redemption Date to the respective due dates for such payments until December 18, 2030 computed on a semi-annual
basis by discounting such payments (assuming a 365 day year) to the Redemption Date at the Government of Canada Yield, plus 34.5 basis
points.
“Government
of Canada Yield” shall mean, with respect to any Note and any applicable Redemption Date, the mid market yield to maturity
on the third Business Day (the “Determination Date”) preceding such Redemption Date, compounded semi-annually, which
a non-callable Government of Canada bond would carry if issued, in Canadian Dollars in Canada, at 100% of its principal amount on such
date with a term to maturity which most closely approximates the remaining term to December 18, 2030 from such Redemption
Date as quoted by a dealer selected from time to time by the Issuer and approved by the Indenture Trustee at noon (Toronto time) on such
Determination Date.
“Investment Grade Rating”
shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P or BBB (low)
(or the equivalent) by DBRS, or the equivalent investment grade credit rating from any other Specified Rating Agency.
“Moody’s” shall
mean Moody’s Investors Service Inc.
“Notes”
shall have the meaning specified in Section 2.01 of this Series Supplement.
“Permitted Indebtedness”
of the Restricted Subsidiaries shall mean:
| (a) | Indebtedness of the Restricted Subsidiaries
from time to time secured by Liens constituting Permitted Liens under any of clauses (a) to
(cc) inclusive of the definition of Permitted Liens; |
| (b) | Indebtedness (excluding Indebtedness outstanding
under commercial paper programs) of the Restricted Subsidiaries existing on the date of this
Series Supplement and, in the case of any Person which is not a Restricted Subsidiary
on the date of this Series Supplement or which ceases to be a Restricted Subsidiary
after the date of this Series Supplement, at the time such Person becomes, or again
becomes, as the case may be, a Restricted Subsidiary; |
| (c) | Indebtedness of a Restricted Subsidiary
owing to the Issuer or to another Restricted Subsidiary; |
| (d) | commercial paper issued from time to time
by any one or more of the Restricted Subsidiaries in a principal amount of up to $1,000,000,000
(or the Equivalent Amount in any other currency or currencies); and |
| (e) | any extension, renewal or replacement (including
successive extensions, renewals or replacements), in whole or in part, of any Indebtedness
of the Restricted Subsidiaries referred to in any of the preceding clauses of this definition
(provided that the principal amount of such Indebtedness immediately prior to such extension,
renewal or replacement is not increased). |
“Rating Event” shall
mean the rating on the Notes is lowered to below an Investment Grade Rating by at least two out of three of the Specified Rating Agencies
if there are three Specified Rating Agencies or all of the Specified Rating Agencies if there are less than three Specified Rating Agencies
(the “Required Threshold”) on any day within the 60-day period (which 60-day period will be extended so long as the
rating of the Notes is under publicly announced consideration for a possible downgrade by such number of the Specified Rating Agencies
which, together with Specified Rating Agencies which have already lowered their ratings on the Notes as aforesaid, would aggregate in
number the Required Threshold, but only to the extent that, and for so long as, a Change of Control Triggering Event would result if
such downgrade were to occur) after the earlier of (i) the occurrence of a Change of Control, and (ii) public notice of the
occurrence of a Change of Control or of the Issuer’s intention or agreement to effect a Change of Control.
“Restricted Indebtedness”
of the Restricted Subsidiaries, shall mean at any time, any Indebtedness of the Restricted Subsidiaries which, at such time, is not
Permitted Indebtedness.
“S&P” shall mean
Standard & Poor’s Rating Services, a business unit of S&P Global Canada Corp.
“Specified Rating Agencies”
shall mean each of Moody’s, S&P and DBRS as long as, in each case, it has not ceased to rate the Notes or failed to make a
rating of the Notes publicly available for reasons outside of the Issuer’s control; provided that if one or more of Moody’s,
S&P or DBRS ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Issuer’s
control, the Issuer may select any other “designated rating organization” within the meaning of National Instrument 41-101
of the Canadian Securities Administrators as a replacement agency for such one or more of them, as the case may be.
“Taxes”
shall have the meaning specified in Section 2.07 of this Series Supplement.
| 1.03 | Conflict Between Series Supplement and Indenture |
If any term or provision contained in this Series Supplement
shall conflict or be inconsistent with any term or provision of the Indenture, the terms and provisions of this Series Supplement
shall govern; provided, however, that the terms and provisions of this Series Supplement may modify or amend the terms of the Indenture
solely as applied to the Notes.
| 1.04 | Interpretation Provisions in Indenture |
This Series Supplement shall, unless the
context otherwise requires, be subject to the interpretation provisions contained in Article One of the Base Indenture.
Exhibit A to this Series Supplement
forms part of this Series Supplement.
Article Two
Debt Securities
| 2.01 | Creation and Designation |
The Issuer is hereby
authorized to issue under the Indenture a Series of Debt Securities designated “4.95% Notes, Series CAP due February 18,
2031” (the “Notes”) having the terms set forth in this Article Two.
| 2.02 | Limitation on Aggregate Principal Amount |
The aggregate principal
amount of the Notes that may be issued (except for Notes issued upon registration of transfer of, or in exchange for, or in lieu of,
other Notes) shall be initially limited to $600,000,000. The Issuer may, from time to time, without the consent of any existing
Holders of the Notes, create and issue additional Notes hereunder in such additional amounts as the Issuer may determine having the same
terms and conditions as the Notes in all respects, except for such variations to such terms and conditions as may be required, in the
reasonable and good faith opinion of the Issuer, to reflect the different issue dates of such additional Notes and the then existing
Notes and the intention that all such additional Notes and then existing Notes be fungible for trading purposes from the issue date of
such additional Notes (which variations may include, among other things, a different issue date, a different issue price, a different
interest commencement date, a different first interest payment date, a different initial interest period, and a different interest payment
calculation for the initial interest period). Additional Notes so created and issued will be consolidated with and form a single Series with
the then existing Notes and, if the Issuer acting reasonably and in good faith determines that it is advisable or advantageous to do
so, the Issuer may accept such additional Notes and then existing Notes (including any such Notes in global form held by a Depositary)
in exchange for consolidated and restated replacement Notes reflecting the terms and conditions of such additional Notes and then existing
Notes.
The Notes shall be denominated in, and all principal
of, and premium, interest and other amounts on the Notes shall be payable in, Canadian Dollars. Unless expressly provided to the contrary
in this Series Supplement, all amounts expressed in this Series Supplement and in each Note in terms of money refer to Canadian
Dollars.
The Notes shall be denominated in integral multiples
of $1,000.
| 2.05 | Date
and Stated Maturity |
The Series Issuance
Date for the Notes shall be February 15, 2024 and the entire principal amount of the Notes shall become due and payable,
together with any accrued and unpaid interest on the Notes, on February 18, 2031 (such date being the “Stated Maturity”
of the outstanding principal amount of the Notes).
| (1) | Interest
shall accrue on the aggregate unpaid principal amount of each Note, together, to the extent
permitted by Applicable Law, with interest on overdue interest not paid on an Interest Payment
Date for the Notes, as well after as before default and judgment, from and including the
date such Note is issued to but not including the date of the repayment in full of the principal
amount of such Note, at a rate of interest equal to 4.95% per annum. Interest that
accrues on a Note for the period from and including the date such Note is issued to but not
including August 18, 2024, shall be payable on the first Interest Payment Date (namely,
August 18, 2024). Interest on a Note that accrues from and including August 18,
2024, subject to any variation to the terms and conditions of the initial interest payment
under any additional Notes, shall be payable in equal semi-annual instalments on each Interest
Payment Date for the Notes and all accrued and unpaid interest on the Notes shall be paid
on the Maturity of the Notes. For greater certainty, interest on the Notes will accrue and
be calculated for each applicable period prior to an Interest Payment Date, and will be paid
on each related Interest Payment Date, in the manner necessary to result in (i) the
per annum rate of interest during each year of the term of the Notes being equal to the fixed
rate per annum specified above, (ii) interest under the Notes that accrues for the period
from and including February 15, 2024 to but not including August 18, 2024 being
paid under the Notes on the first Interest Payment Date (namely, August 18, 2024) and
payable in an aggregate amount equal to $15,094,109.59 and (iii) interest under the
Notes that accrues from and including August 18, 2024, subject to any variation to the
terms and conditions of the initial interest payment under any additional Notes, being paid
under the Notes in equal semi-annual instalments on the related semi-annual Interest Payment
Dates. |
| (2) | Interest on the Notes will be computed on
the basis of a year of 365 days. |
| (3) | The
Interest Payment Dates for the Notes shall be February 18 and August 18
in each year beginning August 18, 2024. |
| (4) | The
Regular Interest Record Dates for the Notes shall be February 3 (with respect
to the February 18 Interest Payment Date) and August 3 (with respect to the August 18
Interest Payment Date) in each year. |
| (1) | All payments made by the Issuer under or with
respect to the Notes will be made free and clear of and without withholding or deduction
for or on account of any present or future tax, duty, levy, impost, assessment or other governmental
charge imposed or levied by or on behalf of the Government of Canada or of any province or
territory thereof or therein or by any authority or agency thereof or therein having power
to tax (hereinafter “Taxes”) unless the Issuer is required to withhold
or deduct Taxes by Applicable Law or by the interpretation or administration thereof by the
relevant Governmental Authority. If the Issuer is so required to withhold or deduct any amount
for or on account of Taxes from any payment made under or with respect to the Notes, the
Issuer will pay such additional amounts (“Additional Amounts”) as may
be necessary so that the net amount received by each holder or beneficial owner (including
Additional Amounts) after such withholding or deduction will not be less than the amount
such holder or beneficial owner would have received if such Taxes had not been withheld or
deducted; provided that no Additional Amounts will be payable with respect to: |
| (a) | any payment to a holder or beneficial
owner who is liable for such Taxes in respect of such Note (i) by reason of such holder
or beneficial owner being a Person with whom the Issuer is not dealing at arm’s length
for the purposes of the Income Tax Act (Canada) or (ii) by reason of the existence
of any present or former connection between such holder or beneficial owner (or between a
fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such
holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership,
limited liability company or corporation) and Canada or any province or territory thereof
or therein or agency thereof or therein other than the mere acquisition, holding, use or
ownership or deemed holding, use or ownership, or receiving payments or enforcing any rights
in respect of such Note as a non-resident or deemed non-resident of Canada or any province
or territory thereof or therein or any agency thereof or therein; |
| (b) | any Taxes that would not have been imposed
but for the holder or beneficial owner who is liable for such Taxes in respect of a Note
being a person who is a “specified entity” (as defined in proposed subsection
18.4(1) of the Income Tax Act (Canada) contained in Bill C-59 in respect of the
Issuer to the extent that the applicable payment would be subject to withholding tax under
the Income Tax Act (Canada) as a consequence of such proposals; |
| (c) | any payment to a holder or beneficial
owner who is a “specified shareholder” of the Issuer or who does not deal at
arm's length with a “specified shareholder” of the Issuer as defined in subsection
18(5) of the Income Tax Act (Canada); |
| (d) | any Note presented for payment more than
30 days after the later of (i) the date on which such payment first becomes due or (ii) if
the full amount of the monies payable has not been paid to the Holders of the Notes on or
prior to such date, the date on which the full amount of such monies has been paid to the
Holders of the Notes, except to the extent that the Holder of the Notes would have been entitled
to such Additional Amounts on presentation of the same for payment on the last day of such
period of 30 days; |
| (e) | any estate, inheritance, gift, sales,
transfer, excise or personal property tax or any similar Tax; |
| (f) | any Tax imposed as a result of the failure
of a holder or beneficial owner of a Note to comply with certification, identification, declaration
or similar reporting requirements concerning the nationality, residence, identity or connection
with Canada or any province or territory thereof or therein or agency thereof or therein
of such holder or beneficial owner, if such compliance is required by statute or by regulation,
as a precondition to reduction of, or exemption, from such Tax; |
| (g) | any Tax which is payable otherwise than
by withholding or deduction from any payment made under or with respect to the Notes; or |
| (h) | any combination of the above items; |
nor will such Additional Amounts be
paid with respect to any payment on any Note to a holder or beneficial owner who is a fiduciary or partnership or other than the sole
beneficial owner of such Note to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership
or a beneficial owner thereof would not have been entitled to receive a payment of such Additional Amounts had such beneficiary, settlor,
member or beneficial owner received directly its beneficial or distributive share of such payment.
| (2) | Where Tax is payable pursuant to Section 803
of the Income Tax Regulations by a Holder of the Notes or beneficial owner of the
Notes in respect of any amount payable under the Notes to the Holder of the Notes (other
than by reason of a transfer of the Notes to a person resident in Canada with whom the transferor
does not deal at arm’s length for the purposes of the Income Tax Act (Canada)),
but no Additional Amount is paid in respect of such Tax, the Issuer will pay to the Holder
of the Notes an amount equal to such Tax within 45 days after receiving from the Holder of
the Notes a notice containing reasonable particulars of the Tax so payable, provided such
Holder of the Notes or beneficial owner would have been entitled to receive Additional Amounts
on account of such Tax but for the fact that it is payable otherwise than by deduction or
withholding from payments made under or with respect to the Notes. |
| (3) | At least 30 days prior to each date on which
any payment under or with respect to the Notes is due and payable, if the Issuer to its knowledge
will be obligated to pay Additional Amounts with respect to such payment, the Issuer will
deliver to the Indenture Trustee a Certificate of the Issuer stating the fact that such Additional
Amounts will be payable and the amounts so payable and will set forth such other information
necessary to enable the Indenture Trustee to pay such Additional Amounts to Holders of the
Notes on the payment date. |
| (4) | Whenever in the Indenture, this Series Supplement
or in any Note there is mentioned, in any context, the payment of principal of, or premium,
interest or any other amount on any Note, such mention shall be deemed to include mention
of the payment of Additional Amounts to the extent that, in such context, Additional Amounts
are, were or would be payable in respect thereof. For greater certainty, a default in making
any payment of any Additional Amounts when due which default continues for a period of 30
days shall constitute an Event of Default for the purposes of Section 6.01(b) of
the Base Indenture but not for the purpose of Section 6.01(a) of the Base Indenture. |
| (5) | The obligation to pay Additional Amounts will
survive any termination or discharge of the Indenture or the redemption, repayment or purchase
of the Notes. |
| 2.08 | Redemption and Purchase |
| (1) | The
Notes may be redeemed, in whole or in part at any time and from time to time prior to December 18,
2030 at the election of the Issuer, upon not less than 10 days' and not more than 60 days’
prior notice, for a Redemption Price equal to the greater of (a) the Discounted Value
for the applicable Redemption Date of the Notes to be redeemed, and (b) the outstanding
principal amount of the Notes to be redeemed. The Notes may be redeemed, in whole, or from
time to time, in part, at any time on or after December 18, 2030 at the election
of the Issuer, upon not less than 10 days' and not more than 60 days’ prior notice,
for a Redemption Price equal to the outstanding principal amount of the Notes to be redeemed.
All accrued and unpaid interest on the outstanding principal amount of each Note called for
redemption shall be paid to the Redemption Date. |
| (2) | Notice of redemption given to the Holders
of the Notes pursuant to the Indenture and this Series Supplement may, at the option
of the Issuer, be made subject to conditions and, in such case, such notice of redemption
shall specify, in addition to the requirements of Section 3.01(c) of the Base Indenture,
the details and terms of any event (e.g., a financing, asset disposition or other transaction)
on which such redemption is conditional. Notwithstanding Section 3.01(e) and Section 3.01(c)(ii) of
the Base Indenture, upon notice of redemption having been given as specified in this paragraph,
the Notes so called for redemption shall become due and payable at the Redemption Price and
on the Redemption Date specified in such notice, in the same manner and with the same effect
as if such date was the Stated Maturity specified herein for the Notes, only upon the fulfillment
or discharge of the conditions stated in such notice to the satisfaction of the Issuer, acting
reasonably, or the waiver of such conditions by the Issuer, in whole or in part, notwithstanding
anything to the contrary in the Indenture or this Series Supplement. In addition, notwithstanding
anything to the contrary in the Indenture or this Series Supplement, any notice of redemption
given as aforesaid may be revoked at any time by the Issuer prior to the Redemption Date
if the Issuer determines, acting reasonably, that such conditions cannot be satisfied by
the Redemption Date. Such notice of revocation shall be delivered by the Issuer to the Holders
of the Notes and the Indenture Trustee. |
| (3) | In addition, the Notes may be redeemed, in
whole, but not in part, at any time at the election of the Issuer for a Redemption Price
equal to 100% of the outstanding principal amount of the Notes together with accrued and
unpaid interest thereon to the Redemption Date, if the Issuer delivers to the Indenture Trustee
an opinion of independent Canadian tax counsel experienced in such matters to the effect
that the Issuer has become or would become obligated to pay, on the next date on which any
amount would be payable under or with respect to the outstanding Notes, any Additional Amounts
as a result of a change in the laws (including any regulations promulgated thereunder) of
Canada, or any province or territory thereof or therein or any agency thereof or therein
having the power to tax, or any change in any official position regarding the application
or interpretation of such laws or regulations, which change is announced or becomes effective
on or after the Series Issuance Date; provided that the Issuer determines, in its business
judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use
of reasonable measures available to the Issuer (not including substitution of the obligor
under the Notes). |
| (4) | The Notes will not be subject to redemption
at the election of the Holders of the Notes. |
The Notes will not be subject to repurchase or
redemption pursuant to any sinking fund.
The Notes will be subject to Defeasance and Covenant
Defeasance as described in Article Thirteen of the Base Indenture.
| 2.11 | Form and Certification |
| (1) | The Notes shall be (a) in registered
form only, (b) issued as one or more Global Debt Securities held by, or on behalf of,
the Depositary in accordance with Section 2.17 of the Base Indenture, (c) registered
in the name of the Depositary or its nominee as provided for in Section 2.17 of the
Base Indenture, and (d) substantially in the form set forth in Exhibit A to this
Series Supplement, subject to any modifications as may be reasonably required from time
to time by the Depository and which are not prejudicial to the beneficial holders of the
Notes and subject to any modifications as may be reasonably required from time to time to
reflect any variation to the terms and conditions of any additional Notes, or to reflect
the terms and conditions of any replacement Note consolidating and restating additional Notes
and then existing Notes, as provided in Section 2.02 of this Series Supplement. |
| (2) | The form of certification of the Notes by
the Indenture Trustee shall be substantially in the form of the Indenture Trustee’s
Certificate set forth in Exhibit A to this Series Supplement. |
For the purpose of this Series Supplement
and the Notes:
| (a) | the Depositary shall be CDS; |
| (b) | the Registrar, Paying Agent and Transfer
Agent shall be the Indenture Trustee; and |
| (c) | the Place of Payment shall be Calgary,
Alberta. |
Notwithstanding Section 1.07 or any other
provision under the Base Indenture, if any Interest Payment Date or the date of Maturity is not a Business Day, such payment will be
made on the next Business Day, and the Holders of such Notes shall not be entitled to any further interest or other payment in respect
of such delay.
Article Three
Covenants With Respect To The Notes
| 3.01 | Negative Covenants in the Indenture |
Subsections 5.03(a) and 5.03(c) of
the Base Indenture shall be inapplicable to this Series Supplement and the Notes.
| 3.02 | Additional Negative Covenants |
The Issuer covenants and agrees with the Indenture
Trustee for the benefit of the Holders of the Notes that, so long as the Notes are Outstanding and except as otherwise permitted by the
prior written consent of the Indenture Trustee:
| (a) | Negative Pledge. The Issuer shall
not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or
assume any Lien (other than Permitted Liens) upon any of the present or future Principal
Property, or any Property which, together with any other Property subject to Liens (other
than Permitted Liens) in the same transaction or series of related transactions, would in
the aggregate constitute a Principal Property, of the Issuer or a Restricted Subsidiary to
secure Indebtedness of the Issuer or a Restricted Subsidiary unless the Notes (together with,
if the Issuer shall so determine, any other indebtedness of the Issuer or a Restricted Subsidiary
ranking at least pari passu with the Notes then existing or thereafter created) shall
be concurrently secured equally and rateably with (or prior to) such Indebtedness so long
as such Lien is outstanding. If at any time the Issuer or any Restricted Subsidiary shall
create or assume any Lien to which this subsection is applicable, the Issuer shall promptly
deliver to the Indenture Trustee a Certificate of the Issuer stating that its covenant in
this subsection has been complied with. If the Issuer shall hereafter secure the Notes equally
and rateably with (or prior to) any such other Indebtedness pursuant to this subsection,
the Indenture Trustee is hereby authorized to enter into an indenture or agreement supplemental
to the Indenture and this Series Supplement and to take such action, if any, as it may
deem advisable to enable the Indenture Trustee to effectively enforce the rights of the Holders
of the Notes so secured equally and rateably with (or prior to) the obligees of such Indebtedness;
provided however that the Indenture Trustee shall not be responsible for filing any financing
or continuation statements or recording any documents or instruments in any public office
at any time or times. |
| (b) | Sale and Lease-Back Transactions.
The Issuer shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale
and Lease-Back Transaction, except for: |
| (i) | any Sale and Lease-Back Transaction constituting
a Permitted Lien under any of clauses (a) to (t) inclusive, and any of clauses
(v) to (cc) inclusive, of the definition of Permitted Liens; or |
| (ii) | any Sale and Lease-Back Transaction that
is not otherwise permitted under paragraphs (i) or (iii) of this subsection and
in respect of which the Issuer or such Restricted Subsidiary would, at the time it enters
into such Sale and Lease-Back Transaction, be entitled to create a Lien on the Principal
Property (or the properties, as the case may be) subject to such Sale and Lease-Back Transaction
to secure Indebtedness at least equal in amount to the Attributable Debt in respect of such
Sale and Lease-Back Transaction without being required to equally and rateably secure the
Notes pursuant to subsection (a) of this Section (any Sale and Lease-Back Transaction
entered into in compliance with this paragraph being an “Unrestricted Sale and Lease-Back
Transaction”); or |
| (iii) | any Sale and Lease-Back Transaction if
the Issuer or such Restricted Subsidiary shall apply or cause to be applied, in the case
of a sale or transfer for cash, an amount equal to the greater of the fair market value of
the Principal Property (or the properties, as the case may be) sold or transferred and leased
back pursuant to such Sale and Lease-Back Transaction or the net proceeds of such Sale and
Lease-Back Transaction and, in the case of a sale or transfer otherwise than for cash, an
amount equal to the fair market value of the Principal Property (or the properties, as the
case may be) sold or transferred and leased back pursuant to such Sale and Lease-Back Transaction,
to (x) the retirement (other than any mandatory retirement), within 180 days after the
effective date of such Sale and Lease-Back Transaction, of Indebtedness of the Issuer (which
may but need not include the Debt Securities of any Series) ranking on a parity with, or
prior to, the Notes and owing to a Person other than the Issuer or any Affiliate of the Issuer,
or (y) the purchase, construction or improvement of real property or personal property
used by the Issuer or the Restricted Subsidiaries in the ordinary course of business. |
| (c) | Restricted Subsidiary Indebtedness.
The Issuer shall not permit any Restricted Subsidiary to, directly or indirectly, create,
incur or assume any Restricted Indebtedness, unless after giving effect to the incurrence
of such Restricted Indebtedness and the application of the proceeds therefrom, the sum of
(without duplication) (x) the aggregate principal amount of Restricted Indebtedness
of all Restricted Subsidiaries at such time, plus (y) the then outstanding principal
amount of Indebtedness of the Issuer at such time secured by Liens (other than any Lien constituting
a Permitted Lien under any of clauses (a) to (cc) inclusive of the definition of Permitted
Liens), plus (z) Attributable Debt relating to then outstanding Unrestricted Sale and
Lease-Back Transactions of the Issuer, would not exceed 15% of Consolidated Net Tangible
Assets. |
Article Four
Miscellaneous Provisions
| 4.01 | Confirmation of Indenture |
The Indenture, as amended and supplemented by
this Series Supplement, is in all respects confirmed.
The Indenture Trustee hereby accepts the trusts
in this Series Supplement declared and provided for and agrees to perform the same upon the terms and conditions and subject to
the provisions set forth in the Indenture.
| 4.03 | Counterparts and Formal Date |
This Series Supplement may be executed in
any number of counterparts, and delivered via electronic means (including by way of pdf), each of which so executed and delivered shall
be deemed to be an original, but all of which shall together constitute one and the same instrument and notwithstanding their date of
execution shall be deemed to bear the date set forth on the first page of this Series Supplement.
Article Five
Additional Covenant With Respect to the Notes
— Offer to Repurchase Notes
| 5.01 | Offer to Repurchase Notes on Change of Control Triggering Event |
| (1) | If a Change of Control Triggering Event occurs,
unless the Issuer has exercised its right to redeem all of the Notes pursuant to Subsection
2.08 of this Series Supplement, the Issuer will be required to make an offer to repurchase
all or, at the Holder’s option, any part (equal to $1,000 or an integral multiple thereof),
of each Holder’s Notes on the terms set forth in this Section 5.01 (the “Change
of Control Offer”). In the Change of Control Offer the Issuer shall be required
to offer payment in cash equal to 101% of the outstanding principal amount of Notes together
with accrued and unpaid interest thereon to the date of purchase (the “Change of
Control Payment”). |
| (2) | Within 30 days following any Change of Control
Triggering Event, the Issuer shall give written notice to each Holder, with a copy to the
Indenture Trustee, describing the transaction or transactions which constitute the Change
of Control Triggering Event and offering to repurchase the Notes on the payment date specified
in the notice, which date shall be no earlier than 30 days and no later than 60 days from
the date such notice is given (the “Change of Control Payment Date”),
pursuant to the procedures required by this Section 5.01 and described in such notice.
The Issuer shall comply with the requirements of applicable securities laws and regulations
in connection with the repurchase of the Notes as a result of a Change of Control Triggering
Event. To the extent that the provisions of any such applicable securities laws and regulations
conflict with the provisions of this Section 5.01, the Issuer shall comply with such
laws and regulations and will not be deemed to have breached its obligations under this Section 5.01
to repurchase the Notes by virtue of such conflict. |
| (3) | On the Change of Control Payment Date, the
Issuer shall, to the extent lawful: |
| (a) | accept for payment all Notes or portions
of Notes properly tendered pursuant to the Change of Control Offer; |
| (b) | deposit with the Indenture Trustee an
amount of money equal to the Change of Control Payment in respect of all Notes or portions
of Notes properly tendered pursuant to the Change of Control Offer; and |
| (c) | deliver or cause to be delivered to the
Indenture Trustee the Notes properly accepted, together with a Certificate of the Issuer
stating the aggregate principal amount of the Notes or portions of Notes being purchased
by the Issuer. |
| (4) | The Indenture Trustee will promptly pay to
each Holder of properly tendered Notes an amount equal to the Change of Control Payment in
respect of such Notes either, at the Indenture Trustee’s option, by mailing (first
class mail, postage prepaid) a cheque to such Holder or by means of a wire transfer in accordance
with the applicable payment procedures of CDS, and the Indenture Trustee will promptly certify
and mail (first class mail, postage prepaid) (or cause to be transferred by book-entry) to
each such Holder a new Note equal in principal amount to any unpurchased portion of any Notes
surrendered; provided that each new Note will be in a principal amount of $1,000 and integral
multiples of $1,000 in excess thereof. |
| (5) | The Issuer will not be required to make a
Change of Control Offer upon a Change of Control Triggering Event if a third party makes
such an offer substantially in the manner, at the times and in compliance with the requirements
for an offer made by the Issuer pursuant to the provisions of this Section 5.01 (and
for at least the same purchase price payable in cash) and such third party purchases all
Notes properly tendered and not withdrawn under its offer. |
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left blank]
IN WITNESS OF
WHICH the Issuer and the Indenture Trustee have caused this Series Supplement to be duly executed by their duly authorized
officers as of the date specified on the first page of this Series Supplement.
COMPUTERSHARE TRUST Company of canada |
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TELUS CORPORATION |
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by: |
/s/ Luci Scholes |
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by: |
/s/ Doug French |
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Name: Luci Scholes |
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Name: Doug French |
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Title: Corporate Trust Officer |
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Title: Executive Vice-President and Chief Financial Officer
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by: |
/s/ Corentin Leverrier |
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by: |
/s/ Gopi Chande |
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Name: Corentin Leverrier |
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Name: Gopi Chande |
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Title: Interim Manager, Corporate Trust |
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Title: Senior Vice-President and Treasurer |
EXECUTION PAGE – SUPPLEMENTAL
INDENTURE
Exhibit A
To FIFTIETH Series Supplement
TELUS CORPORATION
CUSIP No. |
87971MCF8 |
|
ISIN No. |
CA87971MCF82 |
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4.95%
Notes, Series CAP due February 18, 2031
TELUS
Corporation (the “Issuer”) for value received hereby acknowledges itself indebted and promises to pay to the Holder
hereof on presentation and surrender of this 4.95% Note, Series CAP
(the “Note”) at the principal office of Computershare Trust Company of Canada (the “Indenture Trustee”,
which term shall include its successors under the Indenture hereinafter referred to) in Calgary, Alberta, Canada, the principal amount
of ● dollars in lawful money of Canada ($●),
and to pay interest on the outstanding principal amount hereof at the same place in like money at the rate of 4.95% per annum, as well
after as before maturity, default and judgment, with interest on overdue interest at the same rate as more particularly specified in
the Indenture.
The
outstanding principal amount of this Note is payable in one instalment on February 18, 2031. Interest on this Note that accrues
for the period from and including February 15, 2024, to but not
including August 18, 2024 is payable on the first Interest Payment Date (namely, August 18, 2024) in an aggregate amount equal
to $●. Interest on this Note that accrues from and including August 18,
2024 is payable in equal semi-annual instalments on February 18 and August 18 of each year beginning February 18, 2025.
All accrued and unpaid interest on this Note is payable on the Maturity of this Note.
All payments made by the Issuer under or with
respect to this Note will be made free and clear of and without withholding or deduction for or on account of any present or future tax,
duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or of any province
or territory thereof or therein or by any authority or agency thereof or therein having power to tax (hereinafter “Taxes”)
unless the Issuer is required to withhold or deduct Taxes by Applicable Law or by the interpretation or administration thereof by the
relevant Governmental Authority. If the Issuer is so required to withhold or deduct any amount for or on account of Taxes from any payment
made under or with respect to the Notes, the Issuer will pay such additional amounts (“Additional Amounts”) as may
be necessary so that the net amount received by each holder or beneficial owner (including Additional Amounts) after such withholding
or deduction will not be less than the amount such holder or beneficial owner would have received if such Taxes had not been withheld
or deducted; provided that no Additional Amounts will be payable with respect to:
| (a) | any payment to a holder or beneficial owner
who is liable for such Taxes in respect of such Note (i) by reason of such holder or
beneficial owner being a Person with whom the Issuer is not dealing at arm’s length
for the purposes of the Income Tax Act (Canada) or (ii) by reason of the existence
of any present or former connection between such holder or beneficial owner (or between a
fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such
holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership,
limited liability company or corporation) and Canada or any province or territory thereof
or therein or agency thereof or therein other than the mere acquisition, holding, use or
ownership or deemed holding, use or ownership, or receiving payments or enforcing any rights
in respect of this Note as a nonresident or deemed non-resident of Canada or any province
or territory thereof or therein or any agency thereof or therein; |
| (b) | any Taxes that would not have been imposed
but for the holder or beneficial owner who is liable for such Taxes in respect of a Note
being a person who is a “specified entity” (as defined in proposed subsection
18.4(1) of the Income Tax Act (Canada) contained in Bill C-59) in respect of
the Issuer to the extent that the applicable payment would be subject to withholding tax
under the Income Tax Act (Canada) as a consequence of such proposals; |
| (c) | any payment to a holder or beneficial owner
who is a “specified shareholder” of the Issuer or who does not deal at arm's
length with a “specified shareholder” of the Issuer as defined in subsection
18(5) of the Income Tax Act (Canada); |
| (d) | this Note if presented for payment more than
30 days after the later of (i) the date on which such payment first becomes due or (ii) if
the full amount of the monies payable has not been paid to the Holder of this Note on or
prior to such date, the date on which the full amount of such monies has been paid to the
Holder of this Note, except to the extent that the Holder of this Note would have been entitled
to such Additional Amounts on presentation of the same for payment on the last day of such
period of 30 days; |
| (e) | any estate, inheritance, gift, sales, transfer,
excise or personal property tax or any similar Tax; |
| (f) | any Tax imposed as a result of the failure
of a holder or beneficial owner of this Note to comply with certification, identification,
declaration or similar reporting requirements concerning the nationality, residence, identity
or connection with Canada or any province or territory thereof or therein or agency thereof
or therein of such holder or beneficial owner of this Note, if such compliance is required
by statute or by regulation, as a precondition to reduction of, or exemption, from such Tax; |
| (g) | any Tax which is payable otherwise than by
withholding or deduction from any payment made under or with respect to this Notes; or |
| (h) | any combination of the above items; |
nor will such Additional Amounts be paid with
respect to any payment on this Note to a holder or beneficial owner who is a fiduciary or partnership or other than the sole beneficial
owner of this Note to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership or a beneficial
owner thereof would not have been entitled to receive a payment of such Additional Amounts had such beneficiary, settlor, member or beneficial
owner received directly its beneficial or distributive share of such payment.
Where Tax is payable pursuant to Section 803
of the Income Tax Regulations by a Holder of the Notes or beneficial owner of the Notes in respect of any amount payable under
the Notes to the Holder of the Notes (other than by reason of a transfer of the Notes to a person resident in Canada with whom the transferor
does not deal at arm’s length for the purposes of the Income Tax Act (Canada)), but no Additional Amount is paid in respect
of such Tax, the Issuer will pay to the Holder of the Notes an amount equal to such Tax within 45 days after receiving from the Holder
of the Notes a notice containing reasonable particulars of the Tax so payable, provided such Holder of the Notes or beneficial owner
would have been entitled to receive Additional Amounts on account of such Tax but for the fact that it is payable otherwise than by deduction
or withholding from payments made under or with respect to the Notes.
This Note is one
of a duly authorized Series of Debt Securities designated as 4.95% Notes, Series CAP due February 18, 2031 issued
under a trust indenture dated as of May 22, 2001 (the “Base Indenture”) as supplemented by the forty-seventh
supplement to the Base Indenture, dated January 2, 2024 between the Issuer and the Indenture Trustee (the "Forty-Seventh
Supplement") and a fiftieth series supplement (the “Series Supplement”) dated as of February 15,
2024 (the Series Supplement and, together with the Base Indenture and the Forty-Seventh Supplement, and as further amended, the
“Indenture”), in each case between the Issuer and the Indenture Trustee. Reference is hereby made to the Indenture
as to the nature and extent of the rights of the Holders of the Debt Securities of this Series, all to the same effect as if the provisions
of the Indenture were herein set forth, to all of which provisions the Holder of this Note by acceptance hereof assents. All capitalized
terms used but not defined herein have the meanings specified in the Indenture.
Each Debt Security
of this Series, including this Note, may be redeemed by the Issuer in whole or in part at any time prior to December 18,
2030 upon not less than 10 days’ and not more than 60 days’ notice to the Holder hereof, in accordance with Section 3.01
of the Base Indenture (as amended by the Series Supplement), at a Redemption Price equal to the greater of (a) the Discounted
Value of this Note for the applicable Redemption Date, and (b) the outstanding principal amount of this Note, together in each case
with all accrued and unpaid interest hereon to the Redemption Date. All Debt Securities of this Series, including this Note, may be redeemed
by the Issuer in whole, or from time to time, in part, at any time on or after December 18, 2030 upon not less than 10 days’
and not more than 60 days’ notice to the Holder hereof, in accordance with Section 3.01 of the Base Indenture (as amended
by the Series Supplement), at a Redemption Price equal to the outstanding principal amount of this Note together with all accrued
and unpaid interest hereon to the Redemption Date. Any redemption may, at the Issuer's discretion, be subject to one or more conditions,
and may be revoked if any such conditions are not satisfied.
For the purpose
of the preceding paragraph, “Discounted Value” shall mean, for this Note and any applicable Redemption Date, an amount
equal to the sum of the present values of all remaining scheduled payments of principal and interest (not including any portion of the
payment of interest accrued as of such Redemption Date) from such Redemption Date to the respective due dates for such payments until
December 18, 2030 computed on a semi-annual basis by discounting such payments (assuming a 365 day year) to the Redemption
Date at the Government of Canada Yield plus 34.5 basis points, and “Government of Canada Yield” shall mean, with respect
to this Note and any applicable Redemption Date, the mid-market yield to maturity on the third Business Day (the “Determination
Date”) preceding such Redemption Date, compounded semi-annually, which a non-callable Government of Canada bond would carry
if issued, in Canadian Dollars in Canada, at 100% of its principal amount on such date with a term to maturity which most closely approximates
the remaining term to December 18, 2030 from such Redemption Date as quoted by a dealer selected from time to time by the Issuer
and approved by the Indenture Trustee at noon (Toronto time) on such Determination Date. In the case of any redemption of less than all
of the Debt Securities of this Series, the Debt Securities to be redeemed will be selected by the Indenture Trustee on a pro rata basis
or by such other method (which may include random selection by computer) as the Indenture Trustee may deem appropriate.
In addition, this Note may be redeemed, together
with all of the other Debt Securities of this Series, in whole, but not in part, at any time at the election of the Issuer for a Redemption
Price equal to 100% of the outstanding principal amount of this Note together with accrued and unpaid interest thereon to the Redemption
Date, if the Issuer delivers to the Indenture Trustee an opinion of independent Canadian tax counsel experienced in such matters to the
effect that the Issuer has become or would become obligated to pay, on the next date on which any amount would be payable under or with
respect to the outstanding Debt Securities of this Series, any Additional Amounts as a result of a change in the laws (including any
regulations promulgated thereunder) of Canada, or any province or territory thereof or therein or any agency thereof or therein having
the power to tax, or any change in any official position regarding the application or interpretation of such laws or regulations, which
change is announced or becomes effective on or after the Series Issuance Date; provided that the Issuer determines, in its business
judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to the Issuer
(not including substitution of the obligor under the Debt Securities of this Series).
The Issuer is required, subject to and in accordance
with the provisions of the Indenture, to make an offer to repurchase this Note at a price equal to 101% of the outstanding principal
amount of this Note together with accrued and unpaid interest thereon to the date of purchase upon the occurrence of a Change of Control
Triggering Event (as defined in the Series Supplement).
The outstanding principal amount of this Note
may become or be declared to be due and payable by the Indenture Trustee before maturity in the circumstances set out in Article 6
of the Base Indenture.
This Note is transferable
only in accordance with the provisions of the Indenture and subject to the last two sentences of this paragraph. No transfer of this
Note shall be valid unless made on the Register kept by and at the principal office of the Registrar in Calgary, Alberta, by the Holder
hereof or its attorney duly appointed by instrument in writing in form and execution satisfactory to the Registrar upon compliance with
such reasonable requirements as the Registrar may prescribe. Except as otherwise provided in the Indenture, this Note may be transferred,
in whole but not in part, only to another nominee of the Depositary for the 4.95% Notes, Series CAP due February 18,
2031 or to a successor Depositary or to a nominee of such successor Depositary. Unless this certificate is presented by an authorized
representative of CDS Clearing and Depository Services Inc. (“CDS”) to TELUS Corporation (the “Issuer”) or its
agent for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered in the name of CDS &
CO., or in such other name as is requested by an authorized representative of CDS (and any payment is made to CDS & CO. or to
such other entity as is requested by an authorized representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL since the registered holder hereof, CDS & CO., has a property interest in the securities represented
by this certificate herein and it is a violation of its rights for another person to hold, transfer or deal with this certificate.
The Indenture contains provisions making binding
upon all Holders of the Debt Securities of this Series, or upon the Holders of all Series outstanding under the Indenture, certain
Holder Actions taken by the Holders of a specified majority of the Debt Securities of this Series, or of all Series, as the case may
be, then outstanding.
This Note shall not become obligatory for any
purpose until certified by the Indenture Trustee.
[Remainder of page intentionally left
blank]
IN WITNESS OF
WHICH TELUS Corporation has caused this 4.95% Note, Series CAP due February 18, 2031 to be signed by its duly authorized
officer on February 15, 2024.
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TELUS
CORPORATION |
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by: |
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Name: Doug French |
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Title: Executive Vice-President and Chief Financial Officer |
EXECUTION PAGE – GLOBAL NOTE
INDENTURE TRUSTEE’S CERTIFICATE
This 4.95%
Note, Series CAP due February 18, 2031 is one of the 4.95% Notes, Series CAP due February 18, 2031 referred to in
the Indenture (CUSIP No. 87971MCF8).
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COMPUTERSHARE
TRUST COMPANY OF CANADA |
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by: |
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Authorized Signing Officer |
(Form of Registration Panel)
(No writing hereon except by the Indenture Trustee)
Date
of Registration |
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In
Whose name Registered |
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Authorized
Signature
of Indenture Trustee |
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EXECUTION PAGE – GLOBAL NOTE
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