UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of August 2023
Commission File Number 001-39968
TELUS International (Cda) Inc.
(Registrant’s name)
Floor 7, 510 West Georgia Street
Vancouver, BC V6B 0M3
Tel.: (604) 695-3455
(Address of principal executive offices)
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 x      Form 40-F o
 
INCORPORATION BY REFERENCE
TELUS International (Cda) Inc.’s unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2023 and 2022 and management’s discussion and analysis of the three and six months ended June 30, 2023 are attached as exhibits to this Report of Foreign Private Issuer on Form 6-K.
This report on Form 6-K shall be deemed to be incorporated by reference in TELUS International (Cda) Inc.’s registration statements on Form F-3 (File No. 333-264066) and Form S-8 (File No. 333-252685) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.



SIGNATURE
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.
TELUS International (Cda) Inc.
Date: August 4, 2023
By:/s/ Vanessa Kanu
Name:Vanessa Kanu
Title:Chief Financial Officer


EXHIBIT
ExhibitDescription of Exhibit
  
99.1
99.2
99.3
99.4
99.5
99.6
99.7


Exhibit 99.1
TELUS INTERNATIONAL (CDA) INC.
CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
June 30, 2023


TELUS International (Cda) Inc.
Condensed Interim Consolidated Statements of Income (Loss) and Other Comprehensive Income (Loss)
(unaudited)
  Three monthsSix months
Periods ended June 30 (millions except earnings per share)Note2023202220232022
REVENUE3$667 $624 $1,353 $1,223 
  
OPERATING EXPENSES 
Salaries and benefits 427 356 855 698 
Goods and services purchased 120 118 223 233 
Share-based compensation42 7 16 14 
Acquisition, integration and other21 6 37 10 
Depreciation1033 30 66 59 
Amortization of intangible assets1148 34 94 70 
  651 551 1,291 1,084 
    
OPERATING INCOME 16 73 62 139 
  
OTHER EXPENSES (INCOME) 
Interest expense536 10 69 19 
Foreign exchange gain (3)(14)(2)(14)
(LOSS) INCOME BEFORE INCOME TAXES (17)77 (5)134 
Income tax (recovery) expense6(10)21 (12)44 
NET (LOSS) INCOME (7)56 7 90 
  
OTHER COMPREHENSIVE INCOME (LOSS)  
Items that may subsequently be reclassified to income 
Change in unrealized fair value of derivatives designated as held-for-hedging 6 22 (6)41 
Exchange differences arising from translation of foreign operations (4)(66)17 (97)
  2 (44)11 (56)
COMPREHENSIVE (LOSS) INCOME $(5)$12 $18 $34 
  
(LOSS) EARNINGS PER SHARE7
Basic $(0.03)$0.21 $0.03 $0.34 
Diluted $(0.03)$0.21 $0.03 $0.33 
  
TOTAL WEIGHTED AVERAGE SHARES OUTSTANDING (millions) 
Basic7273 266 273 266 
Diluted7273 269 276 269 
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
1

TELUS International (Cda) Inc.
Condensed Interim Consolidated Statements of Financial Position
(unaudited)
As at (millions)NoteJune 30, 2023December 31, 2022
ASSETS   
Current assets   
Cash and cash equivalents $143 $125 
Accounts receivable8490 428 
Due from affiliated companies16(a)99 81 
Income and other taxes receivable10 7 
Prepaid and other assets 58 35 
Current portion of derivative assets919 19 
  819 695 
Non-current assets   
Property, plant and equipment, net10489 449 
Intangible assets, net111,624 1,008 
Goodwill111,973 1,350 
Derivative assets96 13 
Deferred income taxes 25 14 
Other long-term assets17(b)26 27 
  4,143 2,861 
Total assets $4,962 $3,556 
    
LIABILITIES AND OWNERS’ EQUITY   
Current liabilities   
Accounts payable and accrued liabilities17(b)$308 $289 
Due to affiliated companies16(a)137 111 
Income and other taxes payable 69 67 
Current portion of provisions128 1 
Current maturities of long-term debt13122 83 
Current portion of derivative liabilities9— 1 
  644 552 
Non-current liabilities   
Provisions12203 2 
Long-term debt131,792 881 
Deferred income taxes 306 264 
Other long-term liabilities 21 19 
  2,322 1,166 
Total liabilities 2,966 1,718 
    
Owners’ equity1,996 1,838 
Total liabilities and owners’ equity $4,962 $3,556 
  
Contingent liabilities15
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
2

TELUS International (Cda) Inc.
Condensed Interim Consolidated Statements of Changes in Owners’ Equity
(unaudited)
(millions)NoteNumber
of shares		Share
capital		Contributed
surplus		Retained
earnings		Accumulated
other
comprehensive
income (loss)		Total
Balance as at January 1, 2022266 $1,490 $24 $107 $34 $1,655 
Net income— — — 90 — 90 
Other comprehensive loss— — — — (56)(56)
Share-based compensation4— 9 11 (1)— 19 
Balance as at June 30, 2022266 $1,499 $35 $196 $(22)$1,708 
Balance as at January 1, 2023267 $1,503 $55 $292 $(12)$1,838 
Net income— — — 7 — 7 
Other comprehensive income— — — — 11 11 
Common shares issued 11(b)6 125 — — — 125 
Share-based compensation41 17 (1)(1)— 15 
Balance as at June 30, 2023274 $1,645 $54 $298 $(1)$1,996 
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
3

TELUS International (Cda) Inc.
Condensed Interim Consolidated Statements of Cash Flows
(unaudited)
  Three monthsSix months
Periods ended June 30 (millions)Note2023202220232022
OPERATING ACTIVITIES   
Net (loss) income $(7)$56 $7 $90 
Adjustments: 
Depreciation and amortization81 64 160 129 
Interest expense36 10 69 19 
Income tax (recovery) expense(10)21 (12)44 
Share-based compensation2 7 16 14 
Change in market value of derivatives and other (3)4 (2)3 
Net change in non-cash operating working capital17(c)21 (39)(29)(36)
Share-based compensation payments— (1)— (6)
Income taxes paid, net (29)(27)(38)(33)
Cash provided by operating activities 91 95 171 224 
INVESTING ACTIVITIES 
Cash payments for capital assets17(c)(24)(29)(38)(50)
Cash payments for other assets— (20)— (20)
Cash payments for acquisitions, net11(b)(1)— (851)— 
Cash used in investing activities (25)(49)(889)(70)
FINANCING ACTIVITIES  
Shares issued1 1 2 2 
Withholding taxes paid related to net share settlement of equity awards4(a)(1)(1)(2)(1)
Repayment of long-term debt13(d),17(d)(111)(73)(248)(129)
Long-term debt issued17(d)73 — 1,036 — 
Interest paid on credit facilities 1(b)(27)(6)(53)(11)
Cash (used in) provided by financing activities (65)(79)735 (139)
Effect of exchange rate changes on cash and cash equivalents — (5)1 (7)
CASH POSITION 
Increase (decrease) in cash and cash equivalents 1 (38)18 8 
Cash and cash equivalents, beginning of period 142 161 125 115 
Cash and cash equivalents, end of period $143 $123 $143 $123 
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
4

TELUS International (Cda) Inc.
Notes to Condensed Interim Consolidated Financial Statements
(unaudited)
 
TELUS International (Cda) Inc. (TELUS International) 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.
TELUS International was incorporated under the Business Corporations Act (British Columbia) on January 2, 2016, and is a subsidiary of TELUS Corporation. TELUS International maintains its registered office at 510 West Georgia Street, Vancouver, British Columbia.
The terms we, us, our or ourselves are used to refer to TELUS International and, where the context of the narrative permits or requires, its subsidiaries.
Additionally, the term TELUS Corporation is a reference to TELUS Corporation, and where the context of the narrative permits or requires, its subsidiaries, excluding TELUS International.
Notes to the condensed interim consolidated financial statementsPage
General application
1.Condensed interim consolidated financial statements
2.Capital structure financial policies
Consolidated results of operations focused
3.Revenue
4.Share-based compensation
5.Interest expense
6.Income taxes
7.Earnings per share
Consolidated financial position focused
8.Accounts receivable
9.Financial instruments
10.Property, plant and equipment
11.Intangible assets and goodwill
12.Provisions
13.Long-term debt
14.Share capital
15.Contingent liabilities
Other
16.Related party transactions
17.Additional financial information
1. Condensed interim consolidated financial statements
(a)     Basis of presentation
The notes presented in our condensed interim consolidated financial statements include only significant events and transactions and are not fully inclusive of all matters normally disclosed in our annual audited financial statements; thus, our interim consolidated financial statements are referred to as condensed. Our financial results may vary from period to period during any fiscal year. The seasonality in our business, and consequently, our financial performance, mirrors that of our clients. Our revenues are typically higher in the third and fourth quarters than in other quarters.
These condensed interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2022, and are expressed in United States dollars and follow the same accounting policies and methods of their application as set out in our audited consolidated financial statements for the year ended December 31, 2022, other than as described in the section “Change in presentation” below. The generally accepted accounting principles that we use are International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS-IASB). Our condensed interim consolidated financial statements comply with International Accounting Standard 34, Interim Financial Reporting and reflect all adjustments (which are of a normal recurring nature) that are, in our opinion, necessary for a fair statement of the results for the interim periods presented.
These condensed interim consolidated financial statements as at and for the three- and six-month periods ended June 30, 2023 were authorized by our Board of Directors for issue on August 4, 2023.

5

(b)     Change in presentation
In our condensed interim consolidated statements of cash flows for the three- and six-month period ended June 30, 2022, we have reclassified $6 million and $11 million, respectively, of cash interest paid on credit facilities from cash flows from operating activities, to cash flows from financing activities. This change in presentation is consistent with the annual disclosures included in our consolidated financial statements for the year ended December 31, 2022.
In our condensed interim consolidated statements of financial position, we have reclassified certain current and non-current provisions previously included in Accounts payable and accrued liabilities and Other long-term liabilities, respectively, based on materiality. All amounts presented for the comparative period has been reclassified to conform with current period presentation.
(c)    Accounting policy developments
Initial application of standards, interpretations and amendments to standards and interpretations in the reporting period
In February 2021, the International Accounting Standards Board issued narrow-scope amendments to IAS 1, Presentation of Financial Statements, IFRS Practice Statement 2, Making Materiality Judgements and IAS 8, Accounting Polices, Changes in Accounting Estimates and Errors. The amendments are effective for annual periods beginning on or after January 1, 2023, although earlier application was permitted. The amendments require the disclosure of material accounting policy information rather than disclosing significant accounting policies, and clarify how to distinguish changes in accounting policies from changes in accounting estimates. Our financial disclosure is currently not materially affected by the application of the amendments.
In May 2021, the International Accounting Standards Board issued targeted amendments to IAS 12, Income Taxes. The amendments are effective for annual periods beginning on or after January 1, 2023, although earlier application was permitted. With a view to reducing diversity in reporting, the amendments clarify that companies are required to recognize deferred taxes on transactions where both assets and liabilities are recognized, such as with leases and asset retirement (decommissioning) obligations. Our financial performance or disclosure is currently not materially affected by the application of the amendments.
In May 2023, the International Accounting Standards Board issued International Tax Reform - Pillar Two Model Rules (Amendments to IAS 12), which amended IAS 12, Income Taxes. The amendments provide temporary relief from accounting for deferred income taxes arising from the Organisation for Economic Co-operation and Development's (OECD) Pillar Two model rules (such rules ensuring that large multinational corporations would be subject to a minimum 15% income tax rate in every jurisdiction in which they operate). As different jurisdictions are expected to implement the OECD rules at different speeds and at different points in time, the amendments are intended to help ensure consistency within, and comparability across, financial statements. The amendments are effective for annual reporting periods beginning on or after January 1, 2023. We are currently assessing the impacts of the amended standard, but do not expect that our financial disclosure will be materially affected by the application of the amendments.
2. Capital structure financial policies
Our objective when managing capital is to maintain a flexible capital structure that optimizes the cost and availability of capital at acceptable risk levels.
In the management of capital and in its definition, we include owners’ equity (excluding accumulated other comprehensive income), long-term debt (including long-term credit facilities and any hedging assets or liabilities associated with our long-term debt, net of amounts recognized in accumulated other comprehensive income and excluding lease liabilities) and cash and cash equivalents. We manage capital by monitoring the financial covenants in our credit facility (Note 13—Long-term debt).
We manage our capital structure and make adjustments to it in light of changes in economic conditions and the risk characteristics of our business. In order to maintain or adjust our capital structure, we may issue new shares, issue new debt with different terms or characteristics, which may be used to replace existing debt, or pay down our debt balance with cash flows from operations. 
6

In connection with our acquisition of WillowTree on January 3, 2023, we amended and expanded our existing credit facility to an aggregate $2.0 billion facility, consisting of an $800 million revolving credit facility and $1.2 billion in term loans payable in five years (see Note 11(b)—Intangible assets and goodwill—Business acquisitions for additional details on the acquisition of WillowTree, and Note 13(a)—Long-term debt—Credit facility for additional details on our credit facility).
3. Revenue
We earn revenue pursuant to contracts with our clients, who operate in various industry verticals. The following presents our earned revenue disaggregation for our five largest industry verticals for the following periods:
Three monthsSix months
Periods ended June 30 (millions)2023202220232022
Tech and Games$297 $287 $584 $567 
Communications and Media157 143 310 282 
eCommerce and FinTech66 77 145 156 
Banking, Financial Services and Insurance37 50 81 83 
Healthcare37 11 77 23 
All others1
73 56 156 112 
$667 $624 $1,353 $1,223 
1.All others includes, among others, travel and hospitality, retail, and consumer packaged goods industry verticals.
We serve our clients, who are primarily domiciled in North America, from multiple delivery locations across various geographic regions. In addition, our TIAI Data Solutions business has clients that are largely supported by crowdsourced contractors that are globally dispersed and not limited to the physical locations of our delivery centres. The following table presents our earned revenue disaggregated by geographic region, based on location of our delivery centre or where service was provided, for the following periods:
Three monthsSix months
Periods ended June 30 (millions)2023202220232022
Europe$208 $222 $423 $456 
North America189 158 399 298 
Asia-Pacific157 151 312 292 
Central America and others1
113 93 219 177 
$667 $624 $1,353 $1,223 
1.Others includes South America and Africa geographic regions.
7

4. Share-based compensation
(a)    Restricted share unit plan
Restricted share units
We have various restricted share unit award types, including equity-settled restricted share units (RSUs) and performance restricted share units (PSUs). All restricted share units are nominally equal in value to one TELUS International subordinate voting share. Beginning January 1, 2021, restricted share unit awards granted were equity-settled. The following table presents a summary of the activity related to our restricted share units:
Three monthsSix months
Number of unitsWeighted average grant-date fair valueNumber of unitsWeighted average grant-date fair value
Period ended June 30, 2023Non-vestedVestedNon-vestedVested
Outstanding, beginning of period2,427,873 — $24.56 1,605,821 — $27.10 
Granted9,034 270,223 16.60 1,111,894 342,986 20.30 
Vested(119,420)119,420 28.71 (396,444)396,444 26.67 
Exercised1
— (389,643)20.31 — (739,430)22.45 
Forfeited(21,569)— 24.48 (25,353)— 24.93 
Outstanding, June 30, 20232,295,918 — $24.31 2,295,918 — $24.31 
1.During the three-month period ended June 30, 2023, 389,643 RSUs vested and were settled with of 286,984 subordinate voting shares issued from treasury and $1 million in withholding taxes paid. During the six-month period ended June 30, 2023, 739,430 RSUs vested and were settled with 607,076 subordinate voting shares issued from treasury and $2 million in withholding taxes paid.
As at June 30, 2023, the outstanding restricted share units comprised of 1,585,909 RSUs and 710,009 PSUs.
(b)    Share option award plan
We have equity-settled share option awards (Share Options), and liability-accounted share option awards (Phantom Share Options). Share Options grant the right to the employee recipient to purchase and receive a subordinate voting share of TELUS International for a pre-determined exercise price. Phantom Share Options grant the right to the employee recipient to receive cash equal to the intrinsic value of the share option award, determined as the difference between the market price of a subordinate voting share of TELUS International and the exercise price. Share option awards are generally exercisable for a period of ten years from the time of grant. Beginning January 1, 2021, share option awards granted were equity-settled.
The following table presents the activity related to our share option awards:
Three monthsSix months
Number of share
option award units		Weighted
average
exercise price		Number of share
option award units		Weighted
average
exercise price
Period ended June 30, 2023Non-vestedVestedNon-vestedVested
Outstanding, beginning of period344,438 2,316,682 $11.35 580,715 2,096,582 $11.31 
Vested — — — (234,075)234,075 5.34 
Forfeited — — — (2,202)(13,975)5.77 
Outstanding, June 30, 20231
344,438 2,316,682 $11.35 344,438 2,316,682 $11.35 
Exercisable, June 30, 2023— 2,316,682 $9.50 — 2,316,682 $9.50 

1.The exercise price for options outstanding as at June 30, 2023 ranged from $4.87 to $8.95 for 2,220,919 options with a weighted-average remaining contractual life of 3.7 years, and $25.00 for 440,201 options with a weighted-average remaining contractual life of 7.7 years.
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(c)    Other
During the three-month period ended June 30, 2023, we acquired a business and provided a performance earn-out to certain of its employees, which is subject to continued employment, has a maximum payout of approximately $7 million that is payable in fiscal 2025, which may be settled in cash or, at our option, TELUS International subordinate voting shares (see Note 11(b)—Intangible assets and goodwill—Business acquisitions). This earn-out was included in share-based compensation.
5. Interest expense
 Three monthsSix months
Periods ended June 30 (millions)2023202220232022
Interest expense 
  
Interest on long-term debt, excluding lease liabilities$27 $5 $51 $10 
Interest on lease liabilities5 4 10 7 
Amortization of financing fees and other1 1 2 2 
Interest accretion on provisions3 — 6 — 
 $36 $10 $69 $19 
6. Income taxes
Three monthsSix months
Periods ended June 30 (millions)2023202220232022
Current income tax expense  
For current reporting period$18 $22 $31 $44 
Adjustments recognized in the current period for income tax of prior periods(7)— (6)— 
11 22 25 44 
Deferred income tax (recovery) expense
Arising from the origination and reversal of temporary differences(20)(1)(36)— 
Adjustments recognized in the current period for income tax of prior periods(1)— (1)— 
 (21)(1)(37)— 
 $(10)$21 $(12)$44 
Our income tax (recovery) expense and effective income tax rate differ from that calculated by applying the applicable statutory rates for the following reasons: 
 Three monthsSix months
Periods ended June 30 (millions except percentages)2023202220232022
Income taxes computed at applicable statutory income tax rates$(7)42.7 %$19 24.5 %$(8)167.8 %$32 23.6 %
Non-deductible items— — %1 1.7 %1 (20.0)%4 3.0 %
Withholding and other taxes1 (5.9)%5 6.9 %7 (140.0)%12 9.0 %
Losses not recognized1 (5.9)%1 1.7 %1 (20.0)%3 2.2 %
Foreign tax differential3 (17.6)%(6)(9.2)%(5)100.0 %(8)(6.0)%
Adjustments recognized in the current period for income tax of prior periods(8)45.5 %— — %(7)136.1 %— — %
Other— — %1 1.7 %(1)16.1 %1 1.0 %
Income tax (recovery) expense$(10)58.8 %$21 27.3 %$(12)240.0 %$44 32.8 %
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7. Earnings (loss) per share
(a)Basic (loss) earnings per share
Basic (loss) earnings per share is calculated by dividing net (loss) income by the total weighted average number of equity shares outstanding during the period.
 Three monthsSix months
Periods ended June 30 (millions except earnings per share)2023202220232022
Net (loss) income for the period$(7)$56 $7 $90 
Weighted average number of equity shares outstanding273 266 273 266 
Basic (loss) earnings per share$(0.03)$0.21 $0.03 $0.34 
(b)Diluted (loss) earnings per share
Diluted earnings (loss) per share is calculated to give effect to the potential dilutive effect that could occur if additional equity shares were assumed to be issued under securities or instruments that may entitle their holders to obtain equity shares in the future, which include share-based compensation awards (see Note 4—Share-based compensation for additional details) and provisions for written put options (see Note 11(b)—Intangible assets and goodwill—Business acquisitions and Note 12—Provisions for additional details). The number of additional shares for inclusion in the diluted earnings per share calculation was determined using the treasury stock method.

 Three monthsSix months
Periods ended June 30 (millions except earnings per share)2023202220232022
Net (loss) income for the period$(7)$56 $7 $90 
Weighted average number of equity shares outstanding273 266 273 266 
Dilutive effect of share-based compensation— 3 3 3 
Weighted average number of diluted equity shares outstanding273 269 276 269 
Diluted (loss) earnings per share$(0.03)$0.21 $0.03 $0.33 
During the three- and six-month periods ended June 30, 2023, 440,201 Share Options were anti-dilutive and excluded from the calculation of diluted earnings per share (June 30, 2022 - 496,100 and nil, respectively).
10

8. Accounts receivable
As at (millions)June 30, 2023December 31, 2022
Accounts receivable – billed$238 $223 
Accounts receivable – unbilled226 201 
Other receivables28 5 
 492 429 
Allowance for doubtful accounts(2)(1)
Total$490 $428 
The following table presents an analysis of the age of customer accounts receivable. Any late payment charges are levied at a negotiated rate on outstanding non-current customer account balances.
As at (millions)June 30, 2023December 31, 2022
Customer accounts receivable – billed, net of allowance for doubtful accounts 
Less than 30 days past billing date$167 $154 
30-60 days past billing date43 44 
61-90 days past billing date11 12 
More than 90 days past billing date15 12 
 236 222 
Accounts receivable – unbilled226 201 
Other receivables28 5 
Total$490 $428 
We maintain allowances for lifetime expected credit losses related to doubtful accounts. Current economic conditions (including forward-looking macroeconomic data), historical information (including credit agency reports, if available), reasons for the accounts being past due and line of business from which the customer accounts receivable arose are all considered when determining whether to make allowances for past-due accounts. The same factors are considered when determining whether to write off amounts charged to the allowance for doubtful accounts against the customer accounts receivable. The doubtful accounts expense is calculated on a specific-identification basis for customer accounts receivable over a specific balance threshold and on a statistically derived allowance basis for the remainder. No customer accounts receivable balances are written off directly to bad debt expense.
The following table presents a summary of the activity related to our allowance for doubtful accounts:
 Three monthsSix months
Periods ended June 30 (millions)2023202220232022
Balance, beginning of period$1 $1 $1 $2 
Additions1 — 1 — 
Write-off— — — (1)
Balance, end of period$2 $1 $2 $1 
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9. Financial instruments
General
The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and certain provisions approximate their fair values due to the immediate or short-term maturity of these financial instruments. The carrying value of our provision for written put options is measured at the present value of the estimated future redemption amounts.
The fair values of the derivative financial instruments we use to manage our exposure to currency risks are estimated based upon quoted market prices in active markets for the same or similar financial instruments or on the current rates offered to us for financial instruments of the same maturity, as well as discounted future cash flows determined using current rates for similar financial instruments subject to similar risks and maturities (such fair value estimates being largely based on the European euro: US$ and Philippine peso: US$ forward exchange rates as at the statement of financial position dates).
Derivative
The derivative financial instruments that we measure at fair value on a recurring basis subsequent to initial recognition are as set out in the following table; all such items use significant other observable inputs (Level 2) for measuring fair value at the reporting date.
 June 30, 2023December 31, 2022
As at (millions)Designation
Maximum
maturity
date
Notional
amount
Fair value
and carrying
value
Price or
rate
Maximum
maturity
date
Notional amount
Fair value
and carrying value
Price or
rate
Current assets1
         
Derivatives used to manage         
Currency risks arising from Euro business acquisition
HFH3
2024$22 $16 USD:1.00 EUR:0.922023$21 $19 USD:1.00 EUR: 0.86
Currency risks arising from Philippine peso denominated purchases
HFT2
2024$41 $1 USD:1.00 PHP:56.822023$53 $— USD:1.00 PHP:56.90
Interest rate risk associated with non-fixed rate credit facility amounts drawn
HFH3
2024$9 $2 3.52 %— $— $— — 
      
Non-current assets1
Derivatives used to manage
Currency risks arising from Euro business acquisition
HFH3
2028$426 $6 USD:1.00 EUR:0.922025$341 $13 USD:1.00 EUR:0.86
Interest rate risk associated with non-fixed rate credit facility amounts drawn
HFH3
2028$66 $— 3.41 %— $— $— — 
Current liabilities1
     
Derivatives used to manage     
Currency risks arising from Philippine peso denominated purchases
HFT2
2024$60 $— USD:1.00 PHP:55.152023$50 $1 USD:1.00 PHP:53.55
      
Non-current liabilities1
     
Derivatives used to manage     
Interest rate risk associated with non-fixed rate credit facility amounts drawn
HFH3
2028$94 $— 3.59 %— $— $— — 
1.Notional amounts of derivative financial assets and liabilities are not set off.
2.Foreign currency hedges are designated as held for trading (HFT) upon initial recognition; hedge accounting is not applied.
3.Designated as held for hedging (HFH) upon initial recognition (cash flow hedging item); hedge accounting is applied. Unless otherwise noted, hedge ratio is 1:1 and is established by assessing the degree of matching between the notional amounts of hedging items and the notional amounts of the associated hedged items.
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10. Property, plant and equipment
 Owned assetsRight-of-use
lease assets
(millions)NoteNetwork assetsBuildings and
leasehold
improvements		Computer equipment, furniture, and otherAssets
under
construction		TotalBuildingsTotal
At cost       
As at January 1, 2023$49 $138 $257 $33 $477 $385 $862 
Additions2 1 6 25 34 37 71 
Additions from acquisition11(b)— 10 5 — 15 19 34 
Dispositions, retirements and other— — (1)— (1)(7)(8)
Transfers1 4 16 (21)— — — 
Foreign exchange— — — — — 1 1 
As at June 30, 2023$52 $153 $283 $37 $525 $435 $960 
Accumulated depreciation 
As at January 1, 2023$31 $53 $160 $— $244 $169 $413 
Depreciation4 10 21 — 35 31 66 
Dispositions, retirements and other— — (1)— (1)(7)(8)
As at June 30, 2023$35 $63 $180 $— $278 $193 $471 
Net book value 
As at December 31, 2022$18 $85 $97 $33 $233 $216 $449 
As at June 30, 2023$17 $90 $103 $37 $247 $242 $489 
11. Intangible assets and goodwill 
(a)    Intangible assets and goodwill
(millions)
NoteCustomer
relationships		Crowdsource
assets		SoftwareBrand and
other		Total
intangible
assets		GoodwillTotal
intangible
assets and
goodwill
At cost       
As at January 1, 2023$1,151 $120 $57 $35 $1,363 $1,350 $2,713 
Additions— — 6 — 6 — 6 
Additions from acquisition11(b)602 — — 92 694 607 1,301 
Dispositions, retirements and other— — — (25)(25)— (25)
Foreign exchange12 — — 1 13 16 29 
As at June 30, 2023$1,765 $120 $63 $103 $2,051 $1,973 $4,024 
Accumulated amortization
As at January 1, 2023$264 $30 $33 $28 $355 $— $355 
Amortization69 8 5 12 94 — 94 
Dispositions, retirements and other— — — (25)(25)— (25)
Foreign exchange3 — — — 3 — 3 
As at June 30, 2023$336 $38 $38 $15 $427 $— $427 
Net book value
As at December 31, 2022$887 $90 $24 $7 $1,008 $1,350 $2,358 
As at June 30, 2023$1,429 $82 $25 $88 $1,624 $1,973 $3,597 
(b)    Business acquisitions
WillowTree
On January 3, 2023, we acquired 86% of the equity interest of WillowTree, a full-service digital product provider focused on end user experiences, such as native mobile applications and unified web interfaces. Certain WillowTree management team members retained approximately 14% of the total equity interest in WillowTree, and were granted written put options related to
13

this retained equity interest that are exercisable in tranches over a three-year period beginning in 2026. These written put options are subject to certain performance-based criteria tied to the WillowTree business, including compounded annual revenue growth rate and cumulative gross margin targets, and may be settled in cash or, at our option, a combination of cash and up to 70% in TELUS International subordinate voting shares. Concurrent with this acquisition, WillowTree management team members provided us with purchase call options, which substantially mirror the written put options. As a result of these purchase call options and written put options, we determined that the non-controlling interest held by the WillowTree management team members would be recognized as a financial liability in the form of provisions for the written put options. The provisions for the written put options were measured at the date of acquisition based on the present value of the estimated future redemption amounts.
The total purchase consideration for WillowTree was $1,174 million, net of assumed debt of WillowTree, comprising of $855 million in cash, $125 million of our subordinate voting shares, and $194 million in provisions for the written put options. Transaction costs for the acquisition were expensed as incurred.
The acquisition of WillowTree qualified as a business combination and was accounted for using the acquisition method of accounting. Accordingly, the results of WillowTree have been included in our condensed interim consolidated financial statements from the date of acquisition on January 3, 2023.
The acquisition brings key talent and diversity to our portfolio of next generation solutions, and further augments our digital consulting and client-centric software development capabilities. The primary factor that gives rise to the recognition of goodwill on this acquisition was the earnings capacity of the acquired business in excess of the net tangible and intangible assets acquired (such excess arising from the low level of tangible assets relative to the earnings capacity of the business). A portion of the amounts assigned to goodwill are deductible for income tax purposes.
As at June 30, 2023, the acquisition purchase price allocation was provisional, primarily in respect of customer contracts, related customer relationships and deferred income taxes, and subject to adjustments as we finalize our determination of fair value.
During the three- and six-month periods ended June 30, 2023, WillowTree generated revenue of $45 million and $103 million, respectively, and net loss of $31 million and $51 million, respectively, which included amortization of intangible assets and interest expense on incremental borrowings on our credit facility, both arising from this transaction. As the acquisition closed on January 3, 2023, had the acquisition closed on January 1, 2023, our consolidated revenue and net (loss) income would have been the same.
WillowTree revenue
We recognize the WillowTree revenue by applying IFRS 15, Revenue from contracts with customers. Customer contracts are generally based on fees earned per-productive hour, where revenues are recognized as services are provided, or fixed-fee contracts, where revenues are estimated and recognized over-time using the input method. We apply the input method for WillowTree revenue by identifying each performance obligation at the inception of a customer contract, and recognize revenue based on costs incurred toward the satisfaction of each performance obligation relative to the total expected costs required to satisfy that performance obligation. Costs incurred are generally labor hours expended. When there are multiple performance obligations in a customer contract, the transaction price is allocated to each performance obligation based on relative stand-alone selling prices.
Other acquisitions
During the six month period ended June 30, 2023, we completed the acquisition of two businesses which expanded our customer experience operations into Morocco and South Africa, for total purchase consideration of $2 million (comprised of $1 million cash and $1 million in provisions), in exchange for net identifiable assets of $2 million. No goodwill was recognized.
As part of one of these acquisitions, we provided a performance earn-out to certain employees, subject to continued employment, with a maximum payout of approximately $7 million and payable in fiscal 2025, which may be settled in cash or, at our option, TELUS International subordinate voting shares (see Note 4(c)—Share-based compensation—Other).
During both the three- and six-month periods ended June 30, 2023, other acquisitions generated revenue of $1 million and net (loss) income of $nil. Had the acquisitions closed on January 1, 2023, during both the three- and six-month periods ended June 30, 2023, revenue would have increased by $1 million and net (loss) income would have been the same.
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Acquisition-date fair values
Acquisition-date fair values assigned to the assets acquired and liabilities assumed are set out in the following table:
(millions)WillowTreeOtherTotal
Assets
Current assets
Cash$5 $— $5 
Accounts receivable61 1 62 
Prepaid and other assets3 — 3 
69 1 70 
Non-current assets
Property, plant and equipment
Owned assets15 — 15 
Right-of-use lease assets19 — 19 
Intangible assets subject to amortization1
692 2 694 
726 2 728 
Total identifiable assets acquired795 3 798 
Liabilities
Current liabilities
Accounts payable and accrued liabilities41 — 41 
Income and other taxes payable11 — 11 
Current maturities of long-term debt91 1 92 
143 1 144 
Non-current liabilities
Long-term debt16 — 16 
Deferred income taxes69 — 69 
85 — 85 
Total liabilities assumed228 1 229 
Net identifiable assets acquired567 2 569 
Goodwill607 — 607 
Net assets acquired$1,174 $2 $1,176 
Acquisition effected by way of:— 
Cash$855 $1 $856 
Provisions2
194 1 195 
Subordinate voting shares3
125 — 125 
$1,174 $2 $1,176 
1.Customer relationships are generally expected to be amortized over a period of 15 years; brand and other intangible assets recognized are expected to be amortized over a period of three to 10 years.
2.Provisions recognized in the WillowTree acquisition were in connection with the written put options granted to certain members of the WillowTree management team.
3.The fair value of TELUS International subordinate voting shares was measured based upon market prices observed at the date of acquisition of control.

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12. Provisions
(millions)
Employee related1
Written put options2
Other3
Total
As at January 1, 2023$— $— $3 $3 
Additions14 194 1 209 
Use(7)— — (7)
Interest effect— 6 — 6 
As at June 30, 2023$7 $200 $4 $211 
Current$7 $— $1 $8 
Non-current— 200 3 $203 
As at June 30, 2023$7 $200 $4 $211 
1.Related to personnel-related reorganization charges.
2.In connection with our acquisition of WillowTree, a provision for written put options to acquire the non-controlling interest in the WillowTree business retained by certain members of WillowTree management was established, measured at the present value of the estimated redemption amount (see Note 11(b)—Intangible assets and goodwill—Business acquisitions).
3.Other provisions generally relate to legal and other activities that arise during the normal course of operations.
13. Long-term debt
As at (millions)June 30, 2023December 31, 2022
Credit facility$1,660 $742 
Deferred debt transaction costs(13)(14)
 1,647 728 
Lease liabilities267 236 
Long-term debt$1,914 $964 
Current$122 $83 
Non-current1,792 881 
Long-term debt$1,914 $964 
(a)    Credit facility
In connection with our acquisition of WillowTree on January 3, 2023 (see Note 11(b)—Intangible assets and goodwill—Business acquisitions), we amended and expanded our existing credit facility to an aggregate $2.0 billion credit facility, consisting of an $800 million revolving credit facility and an amortizing $1.2 billion term loan. The amended credit facility is secured by our assets with a syndicate of financial institutions, which includes TELUS Corporation as a lender, maturing on January 3, 2028. Upon closing this acquisition, we borrowed an aggregate of $963 million on the amended credit facility (comprised of $363 million from the revolving credit facility and $600 million from the term loan), to partially fund the WillowTree acquisition, repay a portion of long-term debt assumed in the transaction, and settle certain transaction costs incurred by WillowTree. As at June 30, 2023, the revolving credit facility and term loan had an effective interest rate of 7.20% (December 31, 2022 - 6.67%).
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As at (millions)June 30, 2023December 31, 2022
 Revolving component
Term loan component1 
TotalRevolving componentTerm loan componentTotal
Available$325 $— $325 $658 $600 $1,258 
Outstanding
Due to TELUS Corporation$34 $85 $119 $10 $43 $53 
Due to Other441 1,100 1,541 132 557 689 
 $475 $1,185 $1,660 $142 $600 $742 
Total$800 $1,185 $1,985 $800 $1,200 $2,000 
1.In the first quarter of 2023, we entered into a receive-floating interest rate, pay-fixed interest rate exchange agreement that effectively converts a portion of our interest obligations on the debt to a fixed rate of 3.52% plus applicable margins.
The amended credit facility bears interest at prime rate, U.S. dollar base rate, a bankers’ acceptance rate or Term Secured Overnight Financing Rate (SOFR) (all such terms as used or defined in the amended credit facility) plus applicable margins. The amended credit facility contains customary representations, warranties and covenants, including two financial quarter-end ratio tests. Net Debt to EBITDA ratio must not exceed 4.25:1.00 for each quarter in fiscal 2023, 3.75:1.00 for each quarter in fiscal 2024 and 3.25:1.00 subsequently. The EBITDA to Debt Service (interest and scheduled principal repayment) ratio must not be less than 1.50:1.00, all as defined in the credit facility. If an acquisition with an aggregate cash consideration in excess of $250 million occurs in any twelve-month period, the maximum permitted Net Debt to EBITDA ratio per credit agreement may be increased by 0.50:1.00 and shall return to the then applicable Net Debt to EBITDA ratio after eight fiscal quarters.
The term loan of the amended credit facility is subject to an amortization schedule requiring that 1.25% of the original principal advanced be repaid each quarter beginning on June 30, 2023, with the balance due at maturity of the amended credit facility on January 3, 2028.
As at June 30, 2023, we were in compliance with all financial covenants, financial ratios and all of the terms and conditions of our amended credit facility and long-term debt agreement.
(b)    Long-term debt maturities
Anticipated requirements to meet long-term debt repayments, calculated upon such long-term debts owing as at June 30, 2023, are as follows:
Composite long-term debt denominated inU.S. dollarsEuropean
euros		Other
currencies		 
For each fiscal year ending December 31 (millions)Long-term
debt, excluding
leases		LeasesTotalLeasesLeasesTotal
2023 (remainder of the year)$30 $9 $39 $8 $14 $61 
202460 15 75 15 24 114 
202560 17 77 15 17 109 
202660 17 77 11 13 101 
202760 14 74 6 6 86 
2028 and thereafter1,390 24 1,414 31 11 1,456 
Future cash outflows in respect of composite long-term debt principal repayments1,660 96 1,756 86 85 1,927 
Future cash outflows in respect of associated interest and like carrying costs1
505 45 550 18 17 585 
Undiscounted contractual maturities$2,165 $141 $2,306 $104 $102 $2,512 
1.Future cash outflows in respect of associated interest and carrying costs for amounts drawn under our amended credit facility (if any) have been calculated based upon the rates in effect at June 30, 2023.
17

14. Share capital
Our authorized and issued share capital as at June 30, 2023 is as follows:
AuthorizedIssued
As at (millions)June 30, 2023December 31, 2022June 30, 2023December 31, 2022
Preferred Sharesunlimitedunlimited— — 
Equity Shares
Multiple Voting Sharesunlimitedunlimited200 200 
Subordinate Voting Sharesunlimitedunlimited74 67 
As at June 30, 2023, there were 17 million authorized but unissued subordinate voting shares reserved for issuance under our share-based compensation plans, and 5 million authorized but unissued subordinate voting shares reserved for issuance
under our employee share purchase plan.
15. Contingent liabilities
(a)Indemnification obligations
In the normal course of operations, we provide indemnification in conjunction with certain transactions. The terms of these indemnification obligations range in duration. These indemnifications would require us to compensate the indemnified parties for costs incurred as a result of failure to comply with contractual obligations or litigation claims or statutory sanctions or damages that may be suffered by an indemnified party. In some cases, there is no maximum limit on these indemnification obligations. The overall maximum amount of an indemnification obligation will depend on future events and conditions and therefore cannot be reasonably estimated. Where appropriate, an indemnification obligation is recorded as a liability. Other than obligations recorded as liabilities at the time of such transactions, historically we have not made significant payments under these indemnifications. As at June 30, 2023, we had no liability recorded in respect of indemnification obligations (December 31, 2022 - $nil).
(b)Claims and lawsuits
We are party to various legal proceedings and claims that arise in the ordinary course of business. The ultimate outcome of these matters is inherently uncertain. Therefore, if one or more of these matters were resolved against us for amounts in excess of management's estimates of loss, or if any outcome becomes more likely than not and estimable, our results of operations and financial condition could be adversely affected.
16. Related party transactions
(a)Transactions with TELUS Corporation
TELUS Corporation produces consolidated financial statements available for public use and is the ultimate parent and controlling party of TELUS International.

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Recurring transactions
TELUS Corporation and its subsidiaries receive customer care, integrated business process outsourcing, information technology outsourcing, and digital product development services from us, and provide services (including people, network, finance, communications, and regulatory) to us. We also participate in defined benefit pension plans that share risks between TELUS Corporation and its subsidiaries.
20232022
Three months ended June 30 (millions)TELUS
Corporation
(parent)		Subsidiaries
of TELUS
Corporation		TotalTELUS
Corporation
(parent)		Subsidiaries of
 TELUS
Corporation		Total
Transactions with TELUS Corporation and subsidiaries
Revenues from services provided to$— $131 $131 $— $101 $101 
Goods and services purchased from— (5)(5)— (8)(8)
 — 126 126 — 93 93 
Receipts from related parties— (121)(121)— (95)(95)
Payments to related parties— 5 5 1 — 1 
Payments (made) collected by related parties on our behalf and other adjustments(3)(15)(18)(16)14 (2)
Foreign exchange2 — 2 — — — 
Change in balance(1)(5)(6)(15)12 (3)
Accounts with TELUS Corporation and subsidiaries
Balance, beginning of period(95)63 (32)(63)27 (36)
Balance, end of period$(96)$58 $(38)$(78)$39 $(39)
Accounts with TELUS Corporation and subsidiaries
Due from affiliated companies$8 $91 $99 $4 $45 $49 
Due to affiliated companies(104)(33)(137)(82)(6)(88)
 $(96)$58 $(38)$(78)$39 $(39)
20232022
Six months ended June 30 (millions)TELUS
Corporation
(parent)		Subsidiaries
of TELUS
Corporation		TotalTELUS
Corporation
(parent)		Subsidiaries of
 TELUS
Corporation		Total
Transactions with TELUS Corporation and subsidiaries
Revenues from services provided to$— $262 $262 $— $194 $194 
Goods and services purchased from— (11)(11)— (18)(18)
 — 251 251 — 176 176 
Receipts from related parties— (238)(238)— (207)(207)
Payments to related parties— 18 18 1 — 1 
Payments (made) collected by related parties on our behalf and other adjustments(7)(34)(41)(35)44 9 
Foreign exchange2 — 2 — — — 
Change in balance(5)(3)(8)(34)13 (21)
Accounts with TELUS Corporation and subsidiaries      
Balance, beginning of period(91)61 (30)(44)26 (18)
Balance, end of period$(96)$58 $(38)$(78)$39 $(39)
Accounts with TELUS Corporation and subsidiaries
Due from affiliated companies$8 $91 $99 $4 $45 $49 
Due to affiliated companies(104)(33)(137)(82)(6)(88)
 $(96)$58 $(38)$(78)$39 $(39)
In the condensed interim consolidated statement of financial position, amounts due from affiliates and amounts due to affiliates are generally due 30 days from billing and are cash-settled on a gross basis.
19

(b)Transactions with BPEA EQT (formerly Baring Private Equity Asia)
BPEA EQT (BPEA) exercises significant influence over TELUS International.
On March 9, 2023, we amended the shareholders agreement made with TELUS Corporation and BPEA to eliminate initial post-IPO transition requirements, remove BPEA’s rights regarding the nomination of directors and appointment of observers to our Board and confirm TELUS Corporation’s and the Company’s rights to nominate individuals to serve on our Board.
Recurring transactions
As at, and during the three- and six-month periods ended June 30, 2023 and 2022, there were no balances due to or due from, or recurring transactions with BPEA EQT (December 31, 2022 – $nil). 
(c)Transactions with key management personnel
Our key management personnel have the authority and responsibility for overseeing, planning, directing and controlling our activities and consist of our Board of Directors and our Executive Leadership Team.
During the three-month period ended June 30, 2023, share-based compensation expense of $2 million was recognized, and 64,223 equity-settled awards vested and were settled with subordinate voting shares issued from treasury.
During the six-month period ended June 30, 2023, share-based compensation expense of $11 million was recognized, and we granted 365,757 RSUs and 301,727 PSUs, with total grant-date fair value of $14 million. 275,147 equity-settled awards vested and were settled with subordinate voting shares issued from treasury.
17. Additional financial information
(a)Statements of income and other comprehensive income
During the six-month periods ended June 30, 2023 and 2022, we had three customers which each individually accounted for more than 10% of our consolidated revenue. TELUS Corporation, our controlling shareholder and largest client during the six-month period ended June 30, 2023, accounted for 19.3% of our revenue (June 30, 2022 - 15.9%). Our second largest client during the six-month period ended June 30, 2023, a leading social media company, accounted for 12.2% of our revenue (June 30, 2022 - 16.6%). Google, our third largest client during the six-month period ended June 30, 2023, accounted for 11.5% of our revenue (June 30, 2022 - 11.4%).
(b)Statements of financial position
As at (millions)June 30, 2023December 31, 2022
Other long-term assets  
Lease deposits and other$20 $20 
Other6 7 
 $26 $27 
Accounts payable and accrued liabilities  
Trade accounts payable$37 $39 
Accrued liabilities108 110 
Payroll and other employee-related liabilities147 129 
Share-based compensation liability2 1 
Other14 10 
 $308 $289 
20

(c)Statements of cash flows—operating activities and investing activities
 Three monthsSix months
Periods ended June 30 (millions)2023202220232022
Net change in non-cash operating working capital  
Accounts receivable$10 $(15)$6 $(28)
Due to and from affiliated companies, net6 3 8 21 
Prepaid expenses1 10 (20)(6)
Other long-term assets1 5 1 6 
Accounts payable and accrued liabilities5 (40)(31)(23)
Income and other taxes receivable and payable, net(1)(2)(2)(7)
Provisions(1)— 7 — 
Other long-term liabilities— — 2 1 
$21 $(39)$(29)$(36)
Cash payments for capital assets
Capital asset additions
Capital expenditures
Property, plant and equipment, excluding right-of-use assets$(20)$(27)$(34)$(47)
Intangible assets(5)(2)(6)(7)
 (25)(29)(40)(54)
Change in accrued payables related to the purchase of capital assets1 — 2 4 
 $(24)$(29)$(38)$(50)
(d)Changes in liabilities arising from financing activities
Statements of cash flowsNon-cash changes
Three-month period ended June 30, 2023
(millions)
Beginning
of Period		Issued or receivedRedemptions,
repayments or payments		Foreign
exchange movement		OtherEnd of
period
Long-term debt      
Credit facility$1,675 $73 $(88)$— $— $1,660 
Other— — (1)— 1 — 
Lease liabilities253 — (22)1 35 267 
Deferred debt transaction costs(13)— — — — (13)
 $1,915 $73 $(111)$1 $36 $1,914 
Statements of cash flowsNon-cash changes
Three-month period ended June 30, 2022
(millions)
Beginning
of Period		Issued or receivedRedemptions,
repayments or payments		Foreign
exchange movement		OtherEnd of
period
Long-term debt      
Credit facility$901 $— $(53)$— $— $848 
Lease liabilities204 — (20)(7)33 210 
Deferred debt transaction costs(8)— — — 1 (7)
 $1,097 $— $(73)$(7)$34 $1,051 
21

Statements of cash flowsNon-cash changes
Six-month period ended June 30, 2023
(millions)
Beginning
of Period		Issued or receivedRedemptions,
repayments or payments		Foreign
exchange movement		OtherEnd of
period
Long-term debt      
Credit facility$742 $1,036 $(118)$— $— $1,660 
Other— — (89)— 89 — 
Lease liabilities236 — (41)3 69 267 
Deferred debt transaction costs(14)— — — 1 (13)
 $964 $1,036 $(248)$3 $159 $1,914 
Statements of cash flowsNon-cash changes
Six-month period ended June 30, 2022
(millions)
Beginning
of Period		Issued or receivedRedemptions,
repayments or payments		Foreign
exchange movement		OtherEnd of
period
Long-term debt      
Credit facility$941 $— $(93)$— $— $848 
Lease liabilities215 — (36)(8)39 210 
Deferred debt transaction costs(8)— — — 1 (7)
 $1,148 $— $(129)$(8)$40 $1,051 
22

Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
1

Table of Contents
2

Caution Regarding Forward-Looking Statements
The following is a discussion of the financial condition and financial performance of TELUS International (Cda) Inc. (TELUS International, TI, or the Company) for the three and six months ended June 30, 2023 and is dated August 4, 2023. This discussion and analysis of our financial condition and financial performance should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements and the related notes thereto for the three and six months ended June 30, 2023 and the audited annual consolidated financial statements and the related notes thereto for the year ended December 31, 2022 and the risk factors identified under “Item 3D—Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022 (Annual Report) filed with the SEC at www.sec.gov/edgar.shtml and on SEDAR at www.sedar.com, as such risk factors are updated herein. This discussion is presented in U.S. dollars, except where otherwise indicated and based on financial information prepared in accordance with generally accepted accounting principles (GAAP). The GAAP that we use are the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), which might differ in material respects from accounting principles generally accepted in other jurisdictions, including the United States.
Information contained in this discussion, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. By their nature, forward-looking statements are subject to risks and uncertainties and are based on assumptions, including assumptions about future economic conditions, events and courses of action, many of which we do not control. These assumptions may ultimately prove to have been inaccurate and, as a result, our actual results or events may differ materially from expectations expressed in or implied by the forward-looking statements. You should review the section at the end of this discussion entitled “Special Note Regarding Forward-Looking Statements,” and the risk factors identified under “Item 3D—Risk Factors” in our Annual Report for a discussion of important factors that could cause actual results to differ materially from the results projected, described in or implied by the forward-looking statements contained in the following discussion. In our discussion, we also use certain non-GAAP financial measures and non-GAAP ratios to evaluate our performance, monitor compliance with debt covenants and manage our capital structure. These measures are defined, qualified and reconciled with the most directly comparable GAAP measures in the “Non-GAAP Financial Measures and Non-GAAP Ratios” section below.
Overview of the Business
We are a leading digital customer experience (CX) innovator that designs, builds and delivers next-generation solutions, including AI and content moderation, for global and disruptive brands. Our services support the full lifecycle of our clients’ digital transformation journeys and enable them to more quickly embrace next-generation digital technologies to deliver better business outcomes. We work with our clients to shape their digital vision and strategies, design scalable processes and identify opportunities for innovation and growth. We bring to bear expertise in advanced technologies and processes, as well as a deep understanding of the challenges faced by all of our clients, including some of the largest global brands, when engaging with their customers. Over the last 18 years, we have built comprehensive, end-to-end capabilities with a mix of industry and digital technology expertise to support our clients in their customer experience and digital enablement transformations.
TELUS International was born out of an intense focus on customer service excellence, continuous improvement and a values-driven culture under the ownership of TELUS Corporation, a leading communications and information technology company in Canada. Since our founding, we have made a number of significant organic investments and acquisitions, with the goal of better serving our growing portfolio of global clients. We have expanded our agile delivery model to access highly qualified talent in multiple geographies, including Asia-Pacific, Central America, Europe and North America, and developed a broader set of complex, digital-centric capabilities.
We believe our ability to help clients realize better business outcomes begins with the talented team members we dedicate to supporting our clients because customer experience delivered by empathetic, highly skilled and engaged teams is key to providing a high-quality brand experience. We have a unique and differentiated culture that places people and a shared set of values at the forefront of everything we do. Over the past decade, we have made a series of investments in our people predicated upon the core philosophy that our “caring culture” drives sustainable team member engagement, retention and customer satisfaction.
We have expanded our focus across multiple industry verticals, targeting clients who believe exceptional customer experience is critical to their success. We believe we have a category-defining value proposition with a unique approach to combining both digital transformation and CX capabilities.
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We have built comprehensive, end-to-end capabilities with a mix of industry and digital technology expertise to support our clients in their customer experience and digital enablement journeys. Our services support the full scope of our clients’ digital transformations and enable clients to more quickly embrace next-generation digital technologies to deliver better business outcomes. We provide strategy and innovation, next-generation technology and information technology (IT) services, and CX process and delivery solutions to fuel our clients’ growth. Our highly skilled and empathetic team members together with our deep expertise in customer experience processes, next-generation technologies and expertise within our industry verticals are core to our success. We combine these with our ability to discover, analyze and innovate with new digital technologies in our centres of excellence to continuously evolve and expand our solutions and services.
We have built an agile delivery model with global scale to support next-generation, digitally-led customer experiences. Substantially all of our delivery locations are connected through a carrier-grade infrastructure backed by cloud technologies, enabling globally distributed and virtualized teams. The interconnectedness of our teams and ability to seamlessly shift interactions between physical and digital channels enables us to tailor our delivery strategy to clients’ evolving needs. As at June 30, 2023, we have over 76,000 team members in 70 delivery locations and global operations across 32 countries.
Our delivery locations are strategically selected based on a number of factors, including access to diverse, skilled talent, proximity to clients and ability to deliver our services over multiple time zones and in multiple languages. We have established a presence in key global markets, which supply us with qualified, cutting-edge technology talent and have been recognized as an employer of choice in many of these markets. In addition, TELUS International AI Data Solutions (TIAI) (which was formed with the data annotation business we acquired from Lionbridge Technologies Inc. at the end of 2020, and the 2D, 3D and computer vision data annotation capabilities we obtained through our acquisition of Playment in 2021) utilizes the services of crowdsourced contractors that are geographically dispersed across the globe.
The acquisition of WillowTree, described further below under the section titled “Recent Developments—WillowTree Acquisition” and in “Item 4B—Business Overview—About WillowTree and the acquisition” in our Annual Report, resulted in the addition of over 1,000 team members and operations in 13 delivery locations, and expanded our number of countries with operations by two.
Today, our clients include companies across multiple verticals, including Tech and Games, Communications and Media, eCommerce and FinTech, Banking, Financial Services and Insurance, and Healthcare. Our relationship with TELUS Corporation, our largest client and controlling shareholder, has been instrumental to our success. TELUS Corporation provides us access to revenue visibility, stability and growth, as well as strategic partnership for co-innovation within our Communications and Media and Healthcare industry verticals. Our master services agreement with TELUS Corporation (TELUS MSA) provides for a term of ten years beginning in January 2021 and a minimum annual spend of $200 million, subject to adjustment in accordance with its terms. For more information, see “Item 7B—Related Party Transactions—Our Relationship with TELUS—Master Services Agreement” in our Annual Report.
Recent Developments
On January 3, 2023, we acquired 86% of the equity interest of WillowTree, a full-service digital product provider focused on end user experiences, such as native mobile applications and unified web interfaces. The total purchase consideration for WillowTree was $1,174 million, net of assumed debt of WillowTree, comprising of $855 million in cash, $125 million of our subordinate voting shares, and $194 million in provisions for the written put options. In connection with the acquisition, certain WillowTree management team members retained approximately 14% of the total equity interest in WillowTree, and were granted written put options related to this retained equity interest that are exercisable in tranches over a three-year period beginning in 2026. These written put options are subject to certain performance-based criteria tied to the WillowTree business, including compounded annual revenue growth rate and cumulative gross margin targets, and may be settled in cash or, at our option, a combination of cash and up to 70% in our subordinate voting shares (see Note 11(b)—Intangible assets and goodwill—Business acquisitions in our condensed interim consolidated financial statements for the three- and six-month periods ended June 30, 2023 for additional details on the acquisition).
In connection with the WillowTree acquisition, we amended and expanded our existing credit facility to an aggregate $2 billion credit facility, consisting of an $800 million revolving credit facility and an amortizing $1.2 billion in term loan maturing in five years (see Note 13(a)—Long-term debt—Credit facility in our condensed interim consolidated financial statements for the three- and six-month periods ended June 30, 2023 for additional details on the amended credit facility).
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Factors Affecting Our Performance and Related Trends
A comprehensive list of risk factors that may impact our business performance is included under section “Item 3D-Risk Factors” in our Annual Report. We believe that the key factors affecting our business and financial performance include:
Our Ability to Expand and Retain Existing Client Relationships and Attract New Clients
We have a diverse base of clients, including leaders and disruptors across the industry verticals we serve. Through our commitment to customer experience and innovation, we have been able to sustain long-term partnerships with many clients, often expanding our relationship through multiple service offerings that we provide through a number of delivery locations.
To grow our revenue, we seek to continue to increase the number and scope of service offerings we provide to our existing clients. In addition, our continued revenue growth will depend on our ability to win new clients. We seek to partner with prospective clients that value premium digital IT and customer experience solutions and services.
Our ability to maintain and expand relationships with our clients, as well as to attract new clients, will depend on a number of factors, including: our ability to maintain a “customers-first” culture across our organization; our level of innovation, expertise and retention of team member talent; a consistently high level of service experience, as evidenced by, among others measures, the satisfaction ratings that our clients receive from their customers based on the services we provide; the technological advantages we offer; and our positive reputation, as a result of our corporate social responsibility initiatives and otherwise.
Our Ability to Attract and Retain Talent
As at June 30, 2023, we have over 76,000 team members located across 32 countries in various geographic regions, servicing clients in over 50 languages. In addition, our TIAI business utilizes the services of a crowd-sourced provider base that is geographically dispersed across the globe.
Ensuring that our team members feel valued and engaged is integral to our performance, as our team members enable us to provide our unique, “customer-first” and caring culture to our clients’ customers, which has driven our strong client retention, higher satisfaction scores and overall better experience for our clients’ customers. This has, in part, been responsible for our growth and differentiation in the marketplace, enabling us to enhance our existing client relationships and build new ones. As a result, we make significant investments to attract, select, retain and develop talent across our product and service offerings. We have devoted, and will continue to devote, substantial resources to creating engaging, inspiring, world-class physical workplaces; recruiting; cultivating talent selection proficiencies and proprietary methods of performance measurement; growing employee engagement including rewards and development; supporting our corporate sustainability initiatives; and acquiring new talent and capabilities to meet our clients’ evolving needs. Our ability to attract and retain team member talent will depend on a number of factors, including our ability to: compete for talent with competitive service providers in the geographies in which we operate; provide innovative compensation packages and benefits to our team members; retain and integrate talent from our acquisitions; and meet or exceed evolving expectations related to corporate sustainability.
Impact of Inflation, Higher Interest Rates, and Slower Economic Growth
The global economy has entered into a period of uncertainty with respect to inflation, higher interest rates and slower economic growth and some regions may experience a recessionary period and we cannot predict how long such conditions may last or what their ultimate impact may be on our business. Global economic conditions may adversely affect our liquidity and financial condition, and the liquidity and financial condition of our clients, increase the cost of borrowing and cause credit to become more limited, limit our ability to access financing or increase our cost of financing to meet liquidity needs or fund acquisitions, and affect the ability of our clients to use credit to purchase our services or to make timely payments to us, all of which could have a material adverse effect on our business, financial condition, financial performance and cash flows. Changes in the general level of economic activity, such as decreases in business and consumer spending, could result in pricing pressure on our services and a decrease or delay in demand for the products and services that our clients provide to their customers, and in turn, our clients’ demand for our own services. In addition, because the majority of our costs is fixed in the short-term, we may experience a temporary delay in our ability to immediately right-size our cost structure in response to lower client demand. During the three-month period ended June 30, 2023, persistent global macroeconomic pressures have led to certain of our clients aggressively cutting their costs, which resulted in reductions and delays in demand for our services, including from some of our larger technology clients and particularly in Europe, as well as delays in converting opportunities into spend commitments, all of which reduced, and could continue to reduce, our revenues and profitability. We cannot predict the ultimate duration or scale of such demand reductions, delays and reduced growth from new clients, or the ultimate impact of
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these factors on our business. Continuing reduction or delay in demand from existing or potential clients could continue to reduce our revenue and profitability and factor into our decisions on workforce management.
Inflationary pressures have, and could continue to, drive up wage costs in many of the countries where we operate and we are not always able to, and may not be able to in the future, control such wage increases or pass them on to our clients in full or in significant part. In connection with potential future growth and inflation, as well as unexpected increases in the complexity of work, we may need to retain team members or increase our team member compensation more rapidly than in the past to remain competitive in attracting and retaining the quality and number of team members that our business requires, even if we are unable to increase the prices of our services. To the extent that we are not able to control or sufficiently share wage increases with our clients, wage increases may continue to reduce our margins and cash flows.
Industry Trends
The industry trends affecting us and that may have an impact on our future performance and financial performance include the trends described in “Item 4B—Business Overview—Industry Background” in our Annual Report.
Seasonality
Our financial results may vary from period to period during any year. The seasonality in our business, and consequently, our financial performance, generally mirrors that of our clients. Our revenues are typically higher in the third and fourth quarters than in other quarters, excluding material changes to our clients operating environment, such as potential impacts of a recession and our clients response to those impacts, or material changes in the foreign currency rates that we operate in.
Foreign Currency Fluctuations
While our primary operating currency is the U.S. dollar, we are also party to revenue contracts denominated in the European euro and other currencies and a significant portion of our operating expenses are incurred in currencies other than the U.S. dollar. Movements in the exchange rates between the U.S. dollar and these other currencies have an impact on our financial results. The tables below outline revenue and expenses by currency and the percentage of each of the total revenue and expenses for each period.
 Three Months Ended
June 30		Six Months Ended
June 30
 2023202220232022
(millions except percentages)Revenue% of totalRevenue% of totalRevenue% of totalRevenue% of total
U.S. dollar$460 70 %$414 66 %$921 68 %$790 66 %
European euro156 23 %172 28 %323 24 %357 28 %
Canadian dollar41 6 %28 4 %83 6 %55 4 %
Other10 1 %10 2 %26 2 %21 2 %
Total Revenue$667 100 %$624 100 %$1,353 100 %$1,223 100 %
 Three Months Ended
June 30		Six Months Ended
June 30
 2023202220232022
(millions except percentages)Expenses% of totalExpenses% of totalExpenses% of totalExpenses% of total
U.S. dollar$257 39 %$207 37 %$509 39 %$404 37 %
European euro106 16 %108 19 %224 18 %221 20 %
Philippine peso77 12 %73 13 %150 12 %139 13 %
Canadian dollar69 11 %53 10 %131 10 %106 10 %
Other1
142 22 %110 21 %277 21 %214 20 %
Total Operating Expenses$651 100 %$551 100 %$1,291 100 %$1,084 100 %
1.Includes currencies such as the Guatemalan quetzal, Bulgarian lev, Romanian leu, Indian rupee and Turkish lira, among others.
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The following table presents information on the average foreign exchange rates between the U.S. dollars and the key currencies to which we have exposure:
 Six Months Ended
June 30
 20232022
European euro to U.S. dollar1.0808 1.0926 
Philippine peso to U.S. dollar0.0181 0.0192 
Canadian dollar to U.S. dollar0.7419 0.7864 
Results of Operations
 Three Months Ended
June 30		Six Months Ended
June 30
(millions, except per share amounts and percentages)20232022$ change% change20232022$ change% change
Revenue$667 $624 $43 7 %$1,353 $1,223 $130 11 %
Operating Expenses   
Salaries and benefits427 356 71 20 %855 698 157 22 %
Goods and services purchased120 118 2 2 %223 233 (10)(4)%
Share-based compensation2 7 (5)(71)%16 14 2 14 %
Acquisition, integration and other21 6 15 n/m37 10 27 n/m
Depreciation33 30 3 10 %66 59 7 12 %
Amortization of intangible assets48 34 14 41 %94 70 24 34 %
 $651 $551 $100 18 %$1,291 $1,084 $207 19 %
Operating Income$16 $73 $(57)(78)%$62 $139 $(77)(55)%
Interest expense36 10 26 n/m69 19 50 n/m
Foreign exchange gain(3)(14)11 (79)%(2)(14)12 (86)%
(Loss) Income before Income Taxes(17)77 (94)(122)%(5)134 (139)(104)%
Income taxes(10)21 (31)(148)%(12)44 (56)(127)%
Net (Loss) Income$(7)$56 $(63)(113)%$7 $90 $(83)(92)%
   
(Loss) Earnings per Share  
Basic (Loss) Earnings per Share$(0.03)$0.21 $(0.24)(114)%$0.03 $0.34 $(0.31)(91)%
Diluted (Loss) Earnings per Share$(0.03)$0.21 $(0.24)(114)%$0.03 $0.33 $(0.30)(91)%
Other financial information
Net (Loss) Income Margin(1.0)%9.0 %— (10.0)pp0.5 %7.4 %— (6.9)pp
Adjusted Net Income1
$46 $81 $(35)(43)%$122 $150 $(28)(19)%
Adjusted Basic Earnings per Share1
$0.17 $0.30 $(0.13)(43)%$0.45 $0.56 $(0.11)(20)%
Adjusted Diluted Earnings per Share1
$0.17 $0.30 $(0.13)(43)%$0.44 $0.56 $(0.12)(21)%
Adjusted EBITDA1
$120 $150 $(30)(20)%$275 $292 $(17)(6)%
Adjusted EBITDA Margin1
18.0 %24.0 %— (6.0)pp20.3 %23.9 %— (3.6)pp
Cash provided by operating activities$91 $95 $(4)(4)%$171 $224 $(53)(24)%
Free Cash Flow1
$66 $66 $— — %$131 $170 $(39)(23)%
Gross Profit1
$153 $183 $(30)(16)%$338 $351 $(13)(4)%
Gross Profit Margin1
22.9 %29.3 %— (6.4)pp25.0 %28.7 %— (3.7)pp
Adjusted Gross Profit1
$234 $247 $(13)(5)%$498 $480 $18 4 %
Adjusted Gross Profit Margin1
35.1 %39.6 %— (4.5)pp36.8 %39.2 %— (2.4)pp
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Notations used in MD&A: n/m – not meaningful; pp – percentage points.
1.Adjusted Net Income, Gross Profit, Adjusted Gross Profit, Adjusted EBITDA, and Free Cash Flow are non-GAAP financial measures. Adjusted Basic Earnings per Share, Adjusted Diluted Earnings per Share, Adjusted EBITDA Margin, Gross Profit Margin and Adjusted Gross Profit Margin are non-GAAP ratios. These non-GAAP financial measures and ratios do not have a standardized meaning under IFRS and may not be comparable with similar measures presented by other issuers. See section Non-GAAP Financial Measures and Non-GAAP Ratios for a reconciliation to the most directly comparable GAAP measure.
Revenue
We earn revenue pursuant to contracts with our clients that generally take the form of a master services agreement (MSA), or other service contracts. MSAs, which are framework agreements with terms generally ranging from three to five years, with the vast majority having a term of three years, are supplemented by statements of work (SOWs) that identify the specific services to be provided and the related pricing for each service. There are a number of factors that impact the pricing of the services identified in each SOW or service contract, including, but not limited to, the nature and scope of services being provided, service levels and, under certain of our MSAs, our ability to share, to a certain extent, our higher costs of services and foreign exchange risk arising from currency fluctuations. The majority of our revenue is earned based on a time and materials billing model.
Most of our contracts, other than with TELUS Corporation, do not commit our clients to a minimum annual spend or to specific volume of services. Although the contracts we enter into with our clients provide for terms that range from three to five years, the arrangements may be terminated by our clients for convenience with limited notice and without payment of a penalty or termination fee. Additionally, our clients may also delay, postpone, cancel or reduce the volume of certain of the services we provide without canceling the whole contract. Many of our contracts contain provisions that would require us to pay penalties to our clients and/or provide our clients with the right to terminate the contract if we do not meet pre-agreed service level requirements.
From period to period, the fluctuation in our revenue is primarily a function of changes to existing SOWs, new SOWs with existing clients, MSAs signed with new clients, and the impact of foreign exchange on non-U.S. dollar-denominated contracts. While we provide a discussion and analysis of our results of operations below, we are unable to quantify the effects of changes in price or volume in relation to our revenue growth. We do not track standard measures of a per-unit rate or volume, since our measures of price and volume are extremely complex. Each of our customers is unique, with varying needs and requirements that span our diverse services offerings, which is reflected in a customized services contract and pricing model that does not fit into standard comparability measurements. Revenue for our services is a function of the nature of each specific service to be provided as specified by each client, the geographical region where the service is to be performed, the skills required and/or the outcome sought, estimated costs to perform, contract terms and other factors.
Comparison of Three Months Ended June 30, 2023 and 2022. Our revenue increased by $43 million, or 7%, to
$667 million during the three months ended June 30, 2023, of which $45 million was from WillowTree, and excluding WillowTree, our revenue was $622 million, a decrease of $2 million or less than 1%. The decrease was due to a reduction in service volumes from some of our larger clients delivered primarily out of Europe, particularly our technology clients, as well as a global financial institution client. Revenue growth was not materially impacted by changes in foreign currency rates during the second quarter of 2023.
Comparison of Six Months Ended June 30, 2023 and 2022. Our revenue increased by $130 million, or 11%, to
$1,353 million during the six months ended June 30, 2023, of which $103 million was from WillowTree, and excluding WillowTree, our revenue was $1,250 million, an increase of $27 million, or 2%, which included an unfavorable foreign currency impact of approximately 1% due to the lower average EUR:USD exchange rate associated with the strengthening
U.S. dollar against the European euro in the current six-month period, as compared to the average exchange rate in the comparative six-month period ended June 30, 2022. The increase was due to growth in services provided to existing clients as well as new clients added since the prior year’s comparative period. Revenue from our top 10 clients for the six months ended June 30, 2023 was 61%, compared to 63% in the comparative period.

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During the six-month periods ended June 30, 2023 and 2022, we had three customers which each individually accounted for more than 10% of our consolidated revenue. TELUS Corporation, our controlling shareholder and largest client during the six-month period ended June 30, 2023, accounted for 19.3% of our revenue (June 30, 2022 - 15.9%). Our second largest client during the six-month period ended June 30, 2023, a leading social media company, accounted for 12.2% of our revenue (June 30, 2022 - 16.6%). Google, our third largest client during the six-month period ended June 30, 2023, accounted for 11.5% of our revenue (June 30, 2022 - 11.4%).
We deliver tailored solutions to a diverse set of clients active in various verticals from our delivery locations around the world. However, these services are marketed, sold and delivered to clients in an integrated manner in order to provide a unified, seamless sales and delivery experience. Our chief operating decision maker reviews financial information presented on a consolidated basis for the purposes of evaluating financial performance and making resource allocation decisions. Accordingly, we report our results and manage our business as a single operating and reporting segment.
We earn revenue pursuant to contracts with our clients, who operate in various industry verticals. The following table presents our earned revenue disaggregation for our five largest industry verticals:
 Three Months Ended
June 30		Six Months Ended
June 30
(millions except percentages)20232022$ change% change20232022$ change% change
Revenue by Industry Vertical
Tech and Games$297 $287 $10 3 %$584 $567 $17 3 %
Communications and Media157 143 14 10 %310 282 28 10 %
eCommerce and FinTech66 77 (11)(14)%145 156 (11)(7)%
Banking, Financial Services and Insurance37 50 (13)(26)%81 83 (2)(2)%
Healthcare37 11 26 n/m77 23 54 n/m
 All others1
73 56 17 30 %156 112 44 39 %
Total$667 $624 $43 7 %$1,353 $1,223 $130 11 %
1.All others includes, among others, travel and hospitality, retail, and consumer packaged goods industry verticals.
During each of the three- and six-month periods ended June 30, 2023, revenue generated from the Tech and Games industry vertical increased 3% due to continued growth experienced with a number of our technology clients and the addition of new clients, which was partially offset by lower revenue from our second-largest client. Revenue generated from the Communications and Media industry vertical grew 10% for both periods due to higher revenue from TELUS Corporation and the addition of new clients from our acquisition of WillowTree. Revenue generated from the eCommerce and FinTech industry vertical decreased 14% and 7%, respectively, due to a decline in service volumes from FinTech clients. Banking, Financial Services and Insurance industry vertical decreased 26% and 2%, respectively, due to lower service volumes from a global financial institution client, partially offset by the addition of new clients from our acquisition of WillowTree. Increases in our Healthcare industry vertical were primarily due to additional services provided to the healthcare business unit of TELUS Corporation. Across all of our verticals, the reported revenue growth rates for the three-month period ended June 30, 2023 were not materially impacted by foreign currency movements, while the reported revenue growth rates for the six months ended June 30, 2023 were negatively impacted by unfavorable EUR:USD currency movements, compared to the six-month period in the prior year, as discussed earlier.
We serve our clients, who are primarily domiciled in North America and Europe, from multiple delivery locations across various geographic regions. In addition, our TIAI clients are largely supported by crowdsourced contractors that are globally dispersed and not limited to the physical locations of our delivery centres. In general, revenue growth in each geographic region, excluding Europe, corresponds with the overall growth of the business and our consolidated revenue. The decline in revenue in Europe for the three- and six-month periods ended June 30, 2023 was primarily due to lower service volumes from our technology clients serviced from this region. The table below presents the revenue generated in each geographic region, based on the location of our delivery centres or where the services were provided from, for the periods presented.
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 Three Months Ended
June 30		Six Months Ended
June 30
(millions except percentages)20232022$ change% change20232022$ change% change
Revenue by Geographic Region   
Europe$208 $222 $(14)(6)%$423 $456 $(33)(7)%
North America189 158 31 20 %399 298 101 34 %
Asia-Pacific157 151 6 4 %312 292 20 7 %
Central America and others1
113 93 20 22 %219 177 42 24 %
Total$667 $624 $43 7 %$1,353 $1,223 $130 11 %
1.Others includes South America and Africa geographic regions.
Salaries and benefits
The principal components of salaries and benefits expense include all compensation and benefits, excluding share-based compensation, paid to our front-line and administrative employees.
Comparison of Three Months Ended June 30, 2023 and 2022. Salaries and benefits increased by $71 million, or 20%, to $427 million during the three months ended June 30, 2023 due to higher team member count, investments in our team members through increased average employee salaries and wages, and temporarily disproportionate higher costs of service delivery in certain regions, principally in Europe, due in part to the longer lead time necessary to implement ramp-down and other cost rationalization activities resulting from the reduction in service volume demands from some of our larger clients, particularly our technology clients. Salaries and benefits as a percentage of revenue increased to 64% in the current three-month period, compared to 57% in the prior year’s comparative period. Total team member count was 76,594 at June 30, 2023 compared to 69,218 at June 30, 2022.
Comparison of Six Months Ended June 30, 2023 and 2022. Salaries and benefits increased by $157 million, or 22%, to $855 million during the six months ended June 30, 2023, due to higher team member count, investments in our team members through increased average employee salaries and wages, and the temporary disproportionate higher costs of service delivery, principally in Europe, as described above. Salaries and benefits as a percentage of revenue increased to 63% in the current six-month period, compared to 57% in the prior year’s comparative period.
Goods and services purchased
Goods and services purchased include items such as software licensing costs that are required to support our operations, contracted labor costs, sales and marketing expenses associated with promoting and selling our services, compliance expenses such as legal and audit fees and business taxes, other IT expenditures, bad debt expenses and facility expenses.
Comparison of Three Months Ended June 30, 2023 and 2022. Goods and services purchased increased by $2 million, or 2%, to $120 million during the three months ended June 30, 2023. The increase was primarily attributable to additional goods and services purchased arising from the acquisition of WillowTree, partially offset by lower dependency on external contractors in favor of continued development and investment in internal capabilities.
Comparison of Six Months Ended June 30, 2023 and 2022. Goods and services purchased decreased by $10 million, or 4%, to $223 million during the six months ended June 30, 2023. The decrease was due to lower dependency on external contractors in favor of continued development and investment in internal capabilities, the reduction of certain sales tax reserves based on our recent collection experience, as well as the impact of the lower average EUR:USD exchange rate, which were partially offset by additional goods and services purchased in relation to WillowTree.

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Share-based compensation
Share-based compensation relates to restricted share unit awards and share option awards granted to employees. These awards include both liability-accounted awards, which requires a mark-to-market revaluation against our share price, and equity-settled awards.
Comparison of Three Months Ended June 30, 2023 and 2022. Share-based compensation decreased by $5 million to $2 million during the three months ended June 30, 2023, primarily due to a downward revision in the estimated non-market performance conditions on certain equity-settled awards, resulting in a partial reversal of share-based compensation expense on these awards.
Comparison of Six Months Ended June 30, 2023 and 2022. Share-based compensation increased by $2 million to $16 million during the six months ended June 30, 2023, primarily due to the prior year’s comparative six months ended June 30, 2022 benefiting from a downward mark-to-market adjustment on liability-accounted awards, resulting from a lower average share price of TELUS International. Share-based compensation expense during the six months ended June 30, 2023 was primarily attributable to equity-settled awards, which unlike liability-accounted awards, are not subject to mark-to-market adjustments based on changes in the share price of TELUS International.
Acquisition, integration and other
Acquisition, integration and other is comprised primarily of costs related to our business acquisitions, including transaction costs and integration activities, which could vary from year to year depending on the volume, nature and complexity of the transactions completed in each fiscal year. We also, from time to time, incur costs associated with streamlining our operations, including ongoing and incremental efficiency initiatives, which may include personnel-related costs and rationalization of real estate. Other costs may also include external costs that are unusual in their nature or significance, such as adverse litigation judgments or regulatory decisions, and other costs that do not contribute normally to the earning of revenues.
Comparison of Three Months Ended June 30, 2023 and 2022. Acquisition, integration and other increased by
$15 million to $21 million during the three months ended June 30, 2023, primarily due to expenses associated with cost efficiency efforts, principally in Europe, including staff reductions to address lower service volumes from our technology clients.
Comparison of Six Months Ended June 30, 2023 and 2022. Acquisition, integration and other increased by
$27 million to $37 million during the six months ended June 30, 2023, primarily due to expenses associated with cost efficiency efforts as described above, as well as transaction and integration costs associated with our WillowTree acquisition.
Depreciation and amortization
Depreciation and amortization includes depreciation of property, plant and equipment and right-of-use leased assets as well as amortization expense for software and intangible assets recognized primarily in connection with acquisitions.
Comparison of Three Months Ended June 30, 2023 and 2022. Depreciation and amortization increased by $17 million to $81 million during the three months ended June 30, 2023, primarily due to capital and intangible assets acquired as part of the WillowTree acquisition, as well as increased investments in capital and intangible assets over the previous 12 months.
Comparison of Six Months Ended June 30, 2023 and 2022. Depreciation and amortization increased by $31 million to $160 million during the six months ended June 30, 2023, primarily due to capital and intangible assets acquired as part of the WillowTree acquisition, as well as increased investments in capital and intangible assets.
Interest expense
Interest expense includes interest expense on short-term and long-term borrowings and on our lease liabilities, and interest accretion on our provisions for written put options.
Comparison of Three Months Ended June 30, 2023 and 2022. Interest expense increased by $26 million to $36 million for the three months ended June 30, 2023, which was primarily due to higher debt levels associated with the WillowTree acquisition, higher average interest rates, and interest accretion recognized on the provisions for written put options associated with the WillowTree acquisition.
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Comparison of Six Months Ended June 30, 2023 and 2022. Interest expense increased by $50 million to $69 million during the six months ended June 30, 2023, which was primarily due to higher debt levels, higher average interest rates, and interest accretion recognized on the provisions for written put options associated with the WillowTree acquisition.
Foreign exchange
Foreign exchange is comprised of gains and losses recognized on certain derivatives, as well as foreign exchange gains and losses recognized on the revaluation and settlement of foreign currency transactions. See “Item 11—Quantitative and Qualitative Disclosures about Market Risk—Foreign Currency Risk” in our Annual Report for a discussion of our hedging programs.
Comparison of Three Months Ended June 30, 2023 and 2022. Foreign exchange gain was $3 million for the three months ended June 30, 2023, compared to a foreign exchange gain of $14 million in the prior year’s comparative period, reflecting the impact of changes in foreign exchange rates in the currencies in which we transact.
Comparison of Six Months Ended June 30, 2023 and 2022. Foreign exchange gain was $2 million during the six months ended June 30, 2023 compared to a foreign exchange gain of $14 million in the prior year’s comparative period, reflecting the impact of changes in foreign exchange rates in the currencies in which we transact.
Income tax (recovery) expense
 Three Months Ended
June 30		Six Months Ended
June 30
(millions except percentages)2023202220232022
Income tax (recovery) expense$(10)$21 $(12)$44 
Income taxes computed at applicable statutory rates42.7 %24.5 %167.8 %23.6 %
Effective tax rate58.8 %27.3 %240.0 %32.8 %
Comparison of Three Months Ended June 30, 2023 and 2022. Income tax (recovery) expense decreased by $31 million during the three months ended June 30, 2023, resulting in an income tax recovery of $10 million, compared to an income tax expense of $21 million in the prior year’s comparative period. The effective tax rate increased from 27.3% to 58.8%, primarily due to an increase in adjustments recognized in the current period for income tax of prior periods related to a favorable income tax settlement and due to the lower income (loss) before tax relative to prior year’s comparative period.
Comparison of Six Months Ended June 30, 2023 and 2022. Income tax (recovery) expense decreased by $56 million during the six months ended June 30, 2023, resulting in an income tax recovery of $12 million, compared to an income tax expense of $44 million in the prior year’s comparative period. The effective tax rate increased from 32.8% to 240.0%, which was primarily due to the lower income (loss) before tax relative to prior year’s comparative period. Other contributing factors include a change in income mix, where less income was earned in higher tax jurisdiction, and adjustments recognized in the current period for income tax of prior periods related to a favorable income tax settlement.
Net (loss) income
Comparison of Three Months Ended June 30, 2023 and 2022. Net (loss) income decreased by $63 million to a net loss of
$7 million during the three months ended June 30, 2023, which was driven by higher operating expenses, higher interest expense, and a lower foreign exchange gain compared to the prior year’s comparative period, outpacing revenue growth and lower income taxes. Net (loss) income margin, calculated by dividing net income by revenue for the period, was a net loss margin of 1.0% for the three months ended June 30, 2023, compared to a net income margin of 9.0% in the prior year’s comparative period.
Comparison of Six Months Ended June 30, 2023 and 2022. Net income decreased by $83 million to $7 million during the six months ended June 30, 2023, which was driven by higher operating expenses, higher interest expense, and a lower foreign exchange gain in the period, outpacing revenue growth and lower income taxes. Net income margin was 0.5% for the six months ended June 30, 2023, compared to 7.4% in the prior year’s comparative period.
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Non-GAAP Financial Measures and Non-GAAP Ratios
We regularly review the non-GAAP financial measures and non-GAAP ratios presented below to evaluate our operating performance and analyze underlying business results and trends. We use these non-GAAP financial measures and non-GAAP ratios to manage our business by establishing budgets and operational goals against these measures. We also use these non-GAAP financial measures to monitor compliance with debt covenants, which are based on the same or similar financial metrics, and manage our capital structure. We believe these non-GAAP financial measures and non-GAAP ratios provide investors with a consistent basis on which to evaluate our operating performance with our comparative period results, and additionally provide supplemental information to the financial measures and ratios that are calculated and presented in accordance with GAAP. A reconciliation for each non-GAAP financial measure to the nearest GAAP measure is provided below. These non-GAAP financial measures or non-GAAP ratios may not be comparable to GAAP measures or ratios and may not be comparable to similarly titled non-GAAP financial measures or non-GAAP ratios reported by other companies, including those within our industry and TELUS Corporation, our controlling shareholder. Consequently, our non-GAAP measures and ratios should not be evaluated in isolation, but rather, should be considered together with the most directly comparable GAAP measure or ratio and our consolidated financial statements for the periods presented. The non-GAAP financial measures and non-GAAP ratios we present in this discussion should not be considered a substitute for, or superior to, financial measures or ratios determined or calculated in accordance with GAAP.
Adjusted Net Income, Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share.
Adjusted Net Income is a non-GAAP financial measure, and Adjusted Basic Earnings per Share and Adjusted Diluted Earnings per Share (EPS) are non-GAAP ratios. We regularly monitor Adjusted Net Income, Adjusted Basic EPS and Adjusted Diluted EPS as they provide a consistent measure for management and investors to evaluate our period-over-period operating performance, to better understand our ability to manage operating costs and to generate profits. The following items are excluded from Adjusted Net Income as we believe they are driven by factors that are not indicative of our ongoing operating performance, including the interest accretion on written put options entered into in connection with our acquisition of WillowTree, acquisition, integration and other, share-based compensation, foreign exchange gains or losses and amortization of purchased intangible assets, and the related tax effect of these adjustments. Adjusted Basic EPS is calculated by dividing Adjusted Net Income by the basic total weighted average number of equity shares outstanding during the period. Adjusted Diluted EPS is calculated by dividing Adjusted Net Income by the diluted total weighted average number of equity shares outstanding during the period. Adjusted Basic EPS and Adjusted Diluted EPS are non-GAAP ratios used by management to assess the profitability of our business operations on a per share basis.
Three Months Ended
June 30		Six Months Ended
June 30
(millions, except per share amounts)2023202220232022
Net (loss) income$(7)$56 $7 $90 
Add back (deduct):  
Acquisition, integration and other1
21 6 37 10 
Share-based compensation2
2 7 16 14 
Interest accretion on written put options3
3 — 6 — 
Foreign exchange gain4
(3)(14)(2)(14)
Amortization of purchased intangible assets5
45 31 89 62 
Tax effect of the adjustments above(15)(5)(31)(12)
Adjusted Net Income$46 $81 $122 $150 
Adjusted Basic Earnings Per Share$0.17 $0.30 $0.45 $0.56 
Adjusted Diluted Earnings Per Share$0.17 $0.30 $0.44 $0.56 
1.Acquisition, integration and other is comprised primarily of business acquisition transaction costs and integration expenses associated with these acquisitions, and other restructuring activities. These costs do not form part of the costs to operate our ongoing operations, and may significantly fluctuate period-over-period depending on the size and timing of related acquisitions, and are not indicative of such costs in the future.
2.Share-based compensation relates to the expense of our share-based payment transactions. These include awards that are settled through shares issued from treasury and generally do not require any cash outlay by the Company, and awards that are subject to mark-to-market revaluation based on changes in our share price over periods spanning several fiscal years before eventual settlements. The mix of award types as well as the associated amounts and timing of share-based
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compensation expense could vary significantly between reporting periods, and the variety of award types could be different from our industry peers. Accordingly, excluding this expense provides management and investors with greater visibility to the underlying performance of our business operations, facilitates a comparison of our results with other periods, and provides a relative measure of operating results as compared to our industry peers.
3.Interest accretion on written put options arises from our acquisition of WillowTree, and does not form part of the costs to conduct our ongoing operations.
4.Foreign exchange gains or losses arise from fluctuations in foreign exchange rates of the currencies we transact in, which are driven by macro-economic conditions that are generally not reflective of our underlying business operations.
5.Amortization of purchased intangible assets primarily relate to the amortization of acquired customer relationships, brand and crowdsource assets. Amortization of these intangible assets are excluded as it is a non-cash expense derived from purchase price allocations that incorporate significant and subjective valuation assumptions and estimates that are not comparable to the timing and investment had these assets been developed internally. We do not exclude the revenue generated by such purchased intangible assets from our revenues and, as a result, Adjusted Net Income includes revenue generated, in part, by such purchased intangible assets. 
Comparison of Three Months Ended June 30, 2023 and 2022. Adjusted net income decreased $35 million, or 43%, for the three months ended June 30, 2023, due to the increase in salaries and benefits and interest expense outpacing revenue growth, and higher goods and services purchased, which were only partially offset by lower income taxes. These were driven by higher service delivery costs in certain regions, principally in Europe, and cost imbalances arising from reductions in service demand from some of our larger technology clients that were only partially offset by cost efficiency efforts realized during the quarter, and higher interest expense due to higher debt levels at higher average interest rates.
Comparison of Six Months Ended June 30, 2023 and 2022. Adjusted net income decreased $28 million, or 19%, for the six months ended June 30, 2023, due to the increase in higher salaries and benefits and interest expense outpacing revenue growth which impacts were more significant in the second quarter of 2023, as described above, which were only partially offset by lower goods and services purchased and income taxes.
Gross Profit, Adjusted Gross Profit, Gross Profit Margin, and Adjusted Gross Profit Margin. 
Gross Profit and Adjusted Gross Profit are non-GAAP financial measures, and Gross Profit Margin and Adjusted Gross Profit Margin are non-GAAP ratios. We regularly monitor these financial measures to assess how efficiently we are servicing our clients and to monitor the growth in our direct costs in comparison to growth in revenue. We calculate Gross Profit by deducting operating expenses net of indirect and administrative expenses from revenue. Indirect and administrative expenses are comprised of indirect salaries and benefits and goods and services purchased associated with our administrative and corporate employees, share-based compensation, and acquisition, integration and other. We calculate Adjusted Gross Profit by excluding depreciation and amortization charges from Gross Profit, because the timing of the underlying capital expenditures and other investing activities do not correlate directly with the revenue earned in a given reporting period. We calculate Gross Profit Margin by taking Gross Profit divided by revenue, and we calculate Adjusted Gross Profit Margin by taking Adjusted Gross Profit divided by revenue.
 Three Months Ended
June 30		Six Months Ended
June 30
(millions, except percentages)2023202220232022
Revenue$667 $624 $1,353 $1,223 
Less: Operating expenses(651)(551)(1,291)(1,084)
Add back: Indirect and administrative expenses137 110 276 212 
Gross Profit153 183 338 351 
Add back: Depreciation and amortization81 64 160 129 
Adjusted Gross Profit$234 $247 $498 $480 
Gross Profit Margin22.9 %29.3 %25.0 %28.7 %
Adjusted Gross Profit Margin35.1 %39.6 %36.8 %39.2 %
Comparison of Three Months Ended June 30, 2023 and 2022. During the three months ended June 30, 2023, Gross Profit Margin decreased from 29.3% to 22.9% and Adjusted Gross Profit Margin, which excludes the effects of depreciation and amortization, decreased from 39.6% to 35.1%. Gross Profit Margin and Adjusted Gross Profit Margin decreased primarily due to higher service delivery costs in certain regions, principally in Europe, and cost imbalances arising from reductions in service
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demand from some of our larger technology clients, which were only partially offset by cost efficiency efforts realized during the quarter.
Comparison of Six Months Ended June 30, 2023 and 2022. During the six months ended June 30, 2023, Gross Profit Margin decreased from 28.7% to 25.0% and Adjusted Gross Profit Margin, which excludes the effects of depreciation and amortization, decreased from 39.2% to 36.8%. Gross Profit Margin and Adjusted Gross Profit Margin decreased primarily due to higher service delivery costs and reductions in service demand which impacts were more significant in the second quarter of 2023, as described above.
Adjusted EBITDA and Adjusted EBITDA Margin. 
Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA Margin is a non-GAAP ratio. We regularly monitor Adjusted EBITDA and Adjusted EBITDA Margin to evaluate our operating performance compared to established budgets, operational goals and the performance of industry peers. Adjusted EBITDA is commonly used by our industry peers and provides a measure for investors to compare and evaluate our relative operating performance. We use it to assess our ability to service existing and new debt facilities, and to fund accretive growth opportunities and acquisition targets. In addition, certain financial debt covenants associated with our credit facility are based on Adjusted EBITDA, which requires us to monitor this non-GAAP financial measure in connection with our financial covenants. Certain items are adjusted for the same reasons described above in Adjusted Net Income. Adjusted EBITDA should not be considered an alternative to net income in measuring our financial performance, and it should not be used as a replacement measure of current and future operating cash flows. However, we believe a financial measure that presents net income adjusted for these items would enable an investor to better evaluate our underlying business trends, our operational performance and overall business strategy. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by consolidated revenue.
 Three Months Ended
June 30		Six Months Ended
June 30
(millions, except percentages)2023202220232022
Net (loss) income$(7)$56 $7 $90 
Add back (deduct):  
Acquisition, integration and other1
21 6 37 10 
Share-based compensation2
2 7 16 14 
Foreign exchange gain3
(3)(14)(2)(14)
Depreciation and amortization81 64 160 129 
Interest expense36 10 69 19 
Income taxes(10)21 (12)44 
Adjusted EBITDA$120 $150 $275 $292 
Net (Loss) Income Margin(1.0)%9.0 %0.5 %7.4 %
Adjusted EBITDA Margin18.0 %24.0 %20.3 %23.9 %
1.Acquisition, integration and other is comprised primarily of business acquisition transaction costs and integration expenses associated with these acquisitions, and other restructuring activities. These costs do not form part of the costs to operate our ongoing operations, and may significantly fluctuate period-over-period depending on the size and timing of related acquisitions, and are not indicative of such costs in the future.
2.Share-based compensation relates to the expense of our share-based payment transactions. These include awards that are settled through shares issued from treasury and generally do not require any cash outlay by the Company, and awards that are subject to mark-to-market revaluation based on changes in our share price over periods spanning several fiscal years before eventual settlements. The mix of award types as well as the associated amounts and timing of share-based compensation expense could vary significantly between reporting periods, and the variety of award types could be different from our industry peers. Accordingly, excluding this expense provides management and investors with greater visibility to the underlying performance of our business operations, facilitates a comparison of our results with other periods, and provides a relative measure of operating results as compared to our industry peers.
3.Foreign exchange gains or losses arise from fluctuations in foreign exchange rates of the currencies we transact in, which are driven by macro-economic conditions that are generally not reflective of our underlying business operations.

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Comparison of Three Months Ended June 30, 2023 and 2022. Adjusted EBITDA decreased by $30 million, or 20%, for the three months ended June 30, 2023, due to the increase in salaries and benefits outpacing revenue growth, and higher goods and services purchased. Profitability during the three months ended June 30, 2023 was impacted by cost imbalances arising from reductions in service demand, principally in Europe, from some of our larger technology clients, as well as higher service delivery costs in our AI business arising from higher task complexity, all of these impacts combined were only partially offset by cost efficiency efforts realized during the current quarter. Adjusted EBITDA margin decreased during the three months ended June 30, 2023 due to the aforementioned higher service delivery costs and changes in our revenue mix across industry verticals and geographic regions.
Comparison of Six Months Ended June 30, 2023 and 2022. Adjusted EBITDA decreased $17 million, or 6%, for the six months ended June 30, 2023, due to the increase in salaries and benefits outpacing revenue growth, driven by the higher service delivery costs which impacts were more significant in the second quarter of 2023, as described above, which were partially offset by lower goods and services purchased. Adjusted EBITDA margin decreased during the six months ended
June 30, 2023 due to the aforementioned higher service delivery costs and changes in our revenue mix across industry verticals and geographic regions.
Free Cash Flow.
Free Cash Flow is a non-GAAP financial measure. We calculate Free Cash Flow by deducting capital expenditures from cash provided by operating activities, as we believe capital expenditures are a necessary ongoing cost to maintain our existing productive capital assets and support our organic business operations. We use Free Cash Flow to evaluate the cash flows generated from our ongoing business operations that can be used to meet our financial obligations, service debt facilities, reinvest in our business, and to fund, in part, potential future acquisitions.
 Three Months Ended
June 30		Six Months Ended
June 30
(millions)2023202220232022
Cash provided by operating activities$91 $95 $171 $224 
Less: capital expenditures(25)(29)(40)(54)
Free Cash Flow$66 $66 $131 $170 
Comparison of Three Months Ended June 30, 2023 and 2022. During the three months ended June 30, 2023, Cash provided by operating activities decreased $4 million, or 4%, and Free Cash Flow was steady at $66 million. The decrease in Cash provided by operating activities was offset by lower capital expenditures.
Comparison of Six Months Ended June 30, 2023 and 2022. During the six months ended June 30, 2023, Cash provided by operating activities decreased $53 million, or 24%, and Free Cash Flow decreased $39 million, or 23%. The decrease was primarily due to higher net outflows from working capital arising from our acquisition of WillowTree, which included payments for transaction costs that we incurred to acquire the company, as well as the payments for transaction costs incurred by WillowTree prior to the acquisition that were assumed liabilities as part of the acquisition. Excluding these transaction costs, Free Cash Flow would have been $167 million, a decrease of $3 million, or 2%, compared to the prior year’s comparative period.
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Summary of Consolidated Quarterly Results and Trends
The following table sets forth our unaudited quarterly statements of operations data for each of the last eight quarters ended June 30, 2023. The information for each of these quarters has been prepared on the same basis as the audited annual financial statements included in our Annual Report and, in the opinion of management, includes all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the results of operations for these periods. This data should be read in conjunction with our audited consolidated financial statements and related notes thereto included in our Annual Report. These quarterly results of operations are not necessarily indicative of our future results of operations that may be expected for any future period.
(millions, except per share amounts)2023 Q22023 Q12022 Q42022 Q32022 Q22022 Q12021 Q42021 Q3
REVENUE$667 $686 $630$615$624$599$600$556
OPERATING EXPENSES
Salaries and benefits427 428 349346356342332309
Goods and services purchased120 103 124111118115125110
Share-based compensation2 14 5677921
Acquisition, integration and other21 16 2376456
Depreciation33 33 362930293029
Amortization of intangible assets48 46 323234363634
651 640 569531551533537509
OPERATING INCOME16 46 618473666347
OTHER EXPENSES (INCOME)
Interest expense36 33 1210109810
Foreign exchange (gain) loss(3)1 18(11)(14)—(2)(1)
(LOSS) INCOME BEFORE INCOME TAXES(17)12 318577575738
Income taxes(10)(2)(3)2621232115
NET (LOSS) INCOME$(7)$14 $34$59$56$34$36$23
Basic (loss) earnings per share$(0.03)$0.05 $0.13$0.22$0.21$0.13$0.14$0.09
Diluted (loss) earnings per share$(0.03)$0.05 $0.13$0.22$0.21$0.13$0.13$0.09
 
In the past eight quarters, historical increases in consolidated revenue reflect growth in our organic customer base, increases in new service programs provided to existing clients, and growth from acquisitions, including our acquisition of WillowTree on January 3, 2023. In the second quarter of 2023, we experienced a greater than expected reduction in service volume demand from some of our larger clients, particularly in Europe and among our larger technology clients. In addition, several of our key clients also moved to aggressively reduce their costs, which has created delays and near-term reductions in spend commitments.
Salaries and benefits expense increased with the increases in our team member base in order to service growing volumes from both our existing and new customers, including those arising from our acquisition of WillowTree, and increased wages over time.
Goods and services purchased reflect changes in external labor requirements to support the growth in our digital services business, changes in our crowd-sourced enabled workforce to support our AI business, increases in our software licensing costs associated with our growing team member base and increase in administrative expenses and facility costs to support overall business growth and acquisitions.
Share-based compensation fluctuates quarter-over-quarter, which generally reflects the timing of awards granted, and changes in the value of our equity and the impact of mark-to-market revaluation of liability-accounted awards. We shifted our share-based compensation grants to equity-settled awards starting in 2021, which we expect will generally result in less volatility in this expense over time as these awards are not subject to the mark-to-market revaluation impact of liability-accounted awards.
Acquisition, integration and other costs fluctuates quarter-over-quarter, and are dependent on the size of business acquisitions and the timing of associated transaction and integration costs, as well as costs associated with streamlining our operations, including ongoing and incremental cost efficiency efforts, which may include personnel-related costs.
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Depreciation and amortization have increased over the past eight quarters due to growth in capital assets to support the expansion of our delivery sites required to service customer demand, and growth in intangible assets recognized in connection with business acquisitions, including our acquisition of WillowTree.
The trend in net (loss) income reflects the items noted above, as well as the relative mix of income among the geographic areas and the associated tax rates for the countries within those areas and varying amounts of foreign exchange gains or losses. In the second quarter of 2023, we recognized a net loss due to higher operating expenses and interest expense outpacing revenue growth and lower income taxes. Historically, the trend in basic (loss) earnings per share and diluted (loss) earnings per share have been impacted by the same trends as net (loss) income.
In TELUS International’s news release dated July 13, 2023, filed with the SEC on EDGAR and with the Canadian securities regulators on SEDAR, the full-year outlook for 2023 was updated.
Related Party Transactions
Recurring Transactions with TELUS Corporation
In 2021, we entered into an amended and restated TELUS MSA, which provide for a ten-year master services agreement and we also entered into a ten-year transition and shared services agreement with TELUS Corporation. Revenues earned pursuant to the TELUS MSA are recorded as revenue and fees incurred in connection with the shared services agreement for certain shared services provided to us are recorded as goods and services purchased.
The following table summarizes the transactions with TELUS and its subsidiaries:
Three Months Ended
June 30		Six Months Ended
June 30
(millions)2023202220232022
Revenue$131 $101 $262 $194 
Goods and services purchased(5)(8)(11)(18)
Total$126 $93 $251 $176 
Amounts Received from TELUS Corporation$121 $95 $238 $207 
Amounts Paid to TELUS Corporation$5 $1 $18 $1 
Amounts receivable from TELUS Corporation were $99 million and $49 million as at June 30, 2023 and June 30, 2022, respectively, and amounts payable to TELUS Corporation were $137 million and $88 million as at June 30, 2023 and June 30, 2022, respectively. We also participate in defined benefit pension plans that share risks between TELUS Corporation and its subsidiaries.
Liquidity and Capital Resources
Capital resources
As at June 30, 2023, we had $468 million (December 31, 2022 - $1,383 million) of available liquidity, comprised of cash and cash equivalents of $143 million (December 31, 2022 - $125 million), and available borrowings under our revolving credit facility of $325 million (December 31, 2022 - $1,258 million) (see Note 13(a)—Long-term debt—Credit facility in our condensed interim consolidated financial statements for the three and six months ended June 30, 2023 for additional details). Our objective when managing capital is to maintain a flexible capital structure that optimizes the cost and availability of capital at acceptable risk levels.
In the management of capital and in its definition, we include owners’ equity (excluding accumulated other comprehensive income), long-term debt (including long-term credit facilities and any hedging assets or liabilities associated with long-term debt items, net of amounts recognized in accumulated other comprehensive income) and cash and cash equivalents. We manage capital by monitoring the financial covenants prescribed in our credit facility. For additional information, see Note 13(a)—Long-term debt—Credit facility in our condensed interim consolidated financial statements for the three and six months ended June 30, 2023 for additional details.
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We manage our capital structure and make adjustments to it in light of changes in economic conditions and the risk characteristics of our business. In order to maintain or adjust our capital structure, we may issue new shares, issue new debt with different terms or characteristics which may be used to replace existing debt, or pay down our debt balance with cash flows from operations. We believe that our financial objectives are supportive of our long-term strategy.
We monitor capital utilizing the financial covenants prescribed in our credit facility agreements. As at June 30, 2023, we were in compliance with all of our covenants including maintaining a net debt to EBITDA ratio as calculated in accordance with the credit facility of less than 4.25:1.00. For additional information, see Note 13(a)—Long-term debt—Credit facility in our condensed interim consolidated financial statements for the three and six months ended June 30, 2023.
The following table presents a summary of our cash flows and ending cash balances for the three- and six-month periods ended June 30, 2023 and 2022.
 Three Months Ended
June 30		Six Months Ended
June 30
(millions)2023202220232022
Cash provided by operating activities$91 $95 $171 $224 
Cash used in investing activities(25)(49)(889)(70)
Cash (used in) provided by financing activities(65)(79)735 (139)
Effect of exchange rate changes on cash— (5)1 (7)
Increase in cash position during the period$1 $(38)$18 $8 
Cash and cash equivalents, beginning of period$142 $161 $125 $115 
Cash and cash equivalents, end of period$143 $123 $143 $123 
Operating activities
Comparison of Three Months Ended June 30, 2023 and 2022. During the three-month period ended June 30, 2023, we generated cash from operating activities of $91 million, a decrease of $4 million from the prior year’s comparative period, which was primarily due to higher net inflows from working capital, partially offset by lower operating profits.
Comparison of Six Months Ended June 30, 2023 and 2022. During the six-month period ended June 30, 2023, we generated cash from operating activities of $171 million, a decrease of $53 million from the prior year’s comparative period, which was due to lower operating profits, as well as working capital outflows arising from our acquisition of WillowTree, which included payments for transaction costs that we incurred to acquire the company, as well as the payments for transaction costs incurred by WillowTree prior to the acquisition that were assumed liabilities as part of the acquisition.
Investing activities
Comparison of Three Months Ended June 30, 2023 and 2022. During the three-month period ended June 30, 2023, we used $25 million cash in investing activities, a decrease of $24 million compared to $49 million in the prior year’s comparative period, due to lower purchases of capital and other assets.
Comparison of Six Months Ended June 30, 2023 and 2022. During the six-month period ended June 30, 2023, we used $889 million cash in investing activities, an increase of $819 million compared to $70 million in the prior year’s comparative period, which was primarily due to the cash used to partially fund our acquisition of WillowTree.
Financing activities
Comparison of Three Months Ended June 30, 2023 and 2022. During the three-month period ended June 30, 2023, we used $65 million of cash in financing activities, compared to $79 million in the prior year’ comparative period, which was primarily due to lower net repayments on debt, partially offset by higher cash interest paid.
Comparison of Six Months Ended June 30, 2023 and 2022. During the six-month period ended June 30, 2023, $735 million of cash was provided from financing activities, compared to a use of $139 million of cash in financing activities in the prior year’s comparative period. This increase was primarily due to net borrowings under our credit facility to partially fund the acquisition of WillowTree, partially offset by higher cash interest paid.
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Future Capital Requirements
We believe that our existing cash and cash equivalents combined with our expected cash flow from operations and liquidity available under our credit facilities will be sufficient to meet our projected operating and capital expenditure requirements for at least the next 12 months and we possess the financial flexibility to execute our strategic objectives, including the ability to make acquisitions and strategic investments in the foreseeable future. Our ability to generate cash, however, is subject to our performance, general economic conditions, industry trends and other factors. To the extent that existing cash and cash equivalents and operating cash flow are insufficient to fund our future activities and requirements, we may need to raise additional funds through equity or debt financing. If we raise funds through the issuance of additional debt, we may be subject to additional contractual restrictions on our business. There is no assurance that we would be able to raise additional funds on favorable terms or at all. See “Item 3D—Risk Factors—Risks Related to Our Business—We may need to raise additional funds to pursue our growth strategy or continue our operations, and we may be unable to raise capital when needed or on acceptable terms, which could lead us to be unable to expand our business” in our Annual Report.
Net Debt and Adjusted EBITDA, both as per our credit agreement, are used to calculate our leverage ratio debt covenant (Net Debt to Adjusted EBITDA Leverage Ratio), as presented below. We seek to maintain a Net Debt to Adjusted EBITDA Leverage Ratio in the range of 2-3x. As of June 30, 2023, our Net Debt to Adjusted EBITDA Leverage Ratio was 3.0x. We may deviate from our target Net Debt to Adjusted EBITDA Leverage Ratio to pursue acquisitions and other strategic opportunities that may require us to borrow additional funds and, additionally, our ability to maintain this targeted ratio depends on our ability to continue to grow our business, general economic conditions, industry trends and other factors.
The following table presents a calculation of our Net Debt to Adjusted EBITDA Leverage Ratio as at June 30, 2023, compared to December 31, 2022.
As at (millions except for ratio)June 30, 2023December 31, 2022
 
Outstanding credit facility$1,660 $742 
Contingent facility utilization8 7 
Liability related to provisions for written put options1
74 — 
Net derivative liabilities— 1 
Cash balance2
(143)(125)
Net Debt as per credit agreement$1,599 $625 
Adjusted EBITDA (trailing 12 months)3
$590 $607 
Adjustments required as per credit agreement$(54)$(63)
Net Debt to Adjusted EBITDA Leverage Ratio as per credit agreement3.0 1.1 
1.Reflects the undiscounted amount payable in cash on the estimated provisions for written put options arising from our acquisition of WillowTree.
2.Maximum cash balance permitted as a reduction to net debt, as per the credit agreement, is $150 million.
3.Adjusted EBITDA is a non-GAAP financial measure, see section “—Non-GAAP Financial Measures and Non-GAAP Ratios” for more information.
20

Capital Expenditures
Three Months Ended
June 30		Six Months Ended
June 30
(millions)2023202220232022
Capital expenditures$25 $29 $40 $54 
Comparison of Three Months Ended June 30, 2023 and 2022. Capital expenditures decreased by $4 million to $25 million during the three months ended June 30, 2023. The decrease was primarily due to a reduction in new facility capacity investments to align with customer demand, including lower facility build-out expenditures.
Comparison of Six Months Ended June 30, 2023 and 2022. Capital expenditures decreased by $14 million to $40 million during the six months ended June 30, 2023. The decrease was primarily due to lower expenditures on facility build-outs along with lower capital investments to align with customer demand.
Contractual Obligations
Our principal sources of liquidity are cash generated from operations, our available credit facility, and to a lesser extent, our cash and cash equivalents. For the six months ended June 30, 2023, our cash provided by operations was $171 million. As of June 30, 2023, available borrowings under the revolving credit facility of our amended credit facility were $325 million, and our cash and cash equivalents balance was $143 million.
Our primary uses of liquidity are cash used in our normal business operations such as employee compensation expense, goods and services purchased, and working capital requirements. In addition, we are required to meet the payment obligations under our credit facility and lease agreements. We expect that our cash flow from operations and our available cash and cash equivalents (including the revolving component of our credit facility) will be sufficient to meet our ongoing cash flow needs and operating requirements. The expected maturities of our undiscounted financial liabilities, excluding long-term-debt, do not differ significantly from the contractual maturities, other than as noted below. The contractual maturities of our undiscounted financial liabilities, as at June 30, 2023 including interest thereon (where applicable), are as set out in the following table:
 Non-derivativeDerivative 
   Composite long-term debtCurrency swap agreement amounts to be exchanged 
For each fiscal year ending December 31, (millions)Non-
interest
bearing
financial
liabilities		Due to
affiliated
companies		Long-term
debt,
excluding
leases		Leases(Receive)PayInterest
rate swap
agreement		Total
2023 (balance of year)$327 $137 $91 $42 $(98)$87 $2 $588 
202449 — 178 74 (80)64 2 287 
202511 — 173 64 (42)33 — 239 
202679 — 169 54 (40)33 — 295 
2027136 — 164 35 (38)32 (1)328 
Thereafter71 — 1,390 78 (342)343 — 1,540 
Total$673 $137 $2,165 $347 $(640)$592 $3 $3,277 
21

Off-Balance Sheet Arrangements
We do not have any material obligations under guarantee contracts or other contractual arrangements other than as disclosed in Note 15—Contingent liabilities in the notes to our condensed interim consolidated financial statements for the three- and six-month periods ended June 30, 2023, and Note 17—Contingent liabilities in the notes to our audited consolidated financial statements for the year ended December 31, 2022 included in our Annual Report. We have not entered into any transactions with unconsolidated entities where we have financial guarantees, subordinated retained interests, derivative instruments, or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligation under a variable interest in an unconsolidated entity that provides financing, liquidity, market risk, or credit risk support to us, or engages in leasing, hedging, or research and development services with us.
Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
Amounts drawn on our long-term debt facilities expose us to changes in interest rates. Holding other variables constant, including the total amount of outstanding indebtedness, a 25-basis-point increase in interest rates on our variable-rate debt would cause an estimated decrease in net income of approximately $3 million per year, based on the amounts outstanding as at June 30, 2023.
Foreign Currency Risk
Our consolidated financial statements are reported in U.S. dollars but our international operating model exposes us to foreign currency exchange rate changes that could impact the translation of foreign denominated assets and liabilities into U.S. dollars and future earnings and cash flows from transactions denominated in different currencies. The European euro is the foreign currency to which we currently have the largest exposure. The sensitivity analysis of our exposure to foreign currency risk at the reporting date has been determined based upon a hypothetical change taking place at the relevant statement of financial position date. The European euro, Canadian dollar and Philippine peso denominated balances as at the statement of financial position dates have been used in the calculations below.
Net incomeOther comprehensive incomeComprehensive income
Six months ended June 30,202320222023202220232022
Reasonably possible changes in market risks      
10% change in US$: CDN$ exchange rate
US$ appreciates$6 $13 $— $— $6 $13 
US$ depreciates$(8)$(13)$— $— $(8)$(13)
10% change in US$: Euro exchange rate      
US$ appreciates$7 $13 $(45)$(44)$(38)$(31)
US$ depreciates$(7)$(13)$45 $44 $38 $31 
10% change in US$: Peso exchange rate
US$ appreciates$(2)$— $— $— $(2)$— 
US$ depreciates$2 $— $— $— $2 $— 
We therefore face exchange rate risk through fluctuations in relative currency prices, which are unpredictable and costly to hedge. Appreciation of foreign currencies against the United States dollar will increase our cost of doing business and could adversely affect our business, financial condition or financial performance. Our foreign exchange risk management includes the use of swaps to manage the currency risk associated with European euro denominated inflows being used to service the United States dollar denominated debt, as well as foreign currency forward contracts to fix the exchange rates on short-term Philippine peso denominated transactions and commitments.
22

Changes in Internal Control over Financial Reporting and Scope Exemption
Changes in internal control over financial reporting
During the three- and six-month periods ended June 30, 2023, there were no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Scope Exemption
On January 3, 2023, we acquired WillowTree. We are currently in the process of evaluating and integrating WillowTree’s controls over financial reporting, which may result in changes or additions to our internal control over financial reporting. Under guidelines established by the SEC and in accordance with National Instrument 52‑109 Certification of Disclosure in Issuers’ Annual and Interim Filings, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company. In our assessment of the scope of disclosure controls and procedures and internal control over financial reporting, we have excluded the controls, policies and procedures of WillowTree from the assessment of internal control over financial reporting at June 30, 2023. We will continue to evaluate the effectiveness of internal controls over financial reporting as we complete the integration of WillowTree.
From January 3, 2023 (the acquisition date) to June 30, 2023, WillowTree generated revenue of $103 million and net loss of $51 million, which included amortization of intangible assets and interest expense on incremental borrowings on our credit facility, both arising from this transaction. As at June 30, 2023, WillowTree’s current assets and current liabilities represented approximately 6% and 4% of TELUS International’s consolidated current assets and current liabilities, respectively, while WillowTree’s non-current assets (which included intangible assets and goodwill, both arising from the acquisition) and non-current liabilities (which included deferred income tax liabilities and incremental borrowings on our credit facility, both arising from the acquisition) represented approximately 32% and 54% of TELUS International’s consolidated non-current assets and non-current liabilities, respectively. Further details on the acquisition, including the amounts recognized for the assets acquired and liabilities assumed as at the acquisition date are described in Note 11(b)—Intangible assets and goodwill—Business acquisitions in our condensed interim consolidated financial statements for the three- and six-month periods ended
June 30, 2023.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This discussion contains forward-looking statements concerning our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business, result of operations and financial condition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim”, “anticipate”, “assume”, “believe”, “contemplate”, “continue”, “could”, “due”, “estimate”, “expect”, “goal”, “intend”, “may”, “objective”, “plan”, “predict”, “potential”, “positioned”, “seek”, “should”, “target”, “will”, “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. These forward-looking statements are based on our current expectations, estimates, forecasts and projections about our business and the industry in which we operate and management's beliefs and assumptions, and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements may turn out to be inaccurate. Factors that may cause actual results to differ materially from current expectations include, among other things, those factors listed under “Risk Factors” in our Annual Report for the year ended December 31, 2022, filed with the SEC on EDGAR and with the Canadian securities regulators on SEDAR.
23

Exhibit 99.3
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
TELUS International (Cda) Inc.
I, Jeffrey Puritt, Chief Executive Officer of TELUS International (Cda) Inc., certify the following:
1.Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of TELUS International (Cda) Inc. (the "issuer") for the interim period ended June 30, 2023.
2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
5.2N/A
5.3Limitation on scope of design: The issuer has disclosed in its interim MD&A
(a)the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of
(i)a proportionately consolidated entity in which the issuer has an interest;


(ii)a special purpose entity in which the issuer has an interest; or
(iii)a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and
(b)summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements.
6.N/A
Date: August 4, 2023.
/s/ Jeffrey Puritt
Jeffrey Puritt
President and Chief Executive Officer


Exhibit 99.4
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
TELUS International (Cda) Inc.
I, Vanessa Kanu, Chief Financial Officer of TELUS International (Cda) Inc., certify the following:
1.Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of TELUS International (Cda) Inc. (the "issuer") for the interim period ended June 30, 2023.
2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
5.2N/A
5.3Limitation on scope of design: The issuer has disclosed in its interim MD&A
(a)the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of
(i)a proportionately consolidated entity in which the issuer has an interest;


(ii)a special purpose entity in which the issuer has an interest; or
(iii)a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and
(b)summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements.
6.N/A
Date: August 4, 2023.
/s/ Vanessa Kanu
Vanessa Kanu
Chief Financial Officer

ADOPTION AGREEMENT AND AMENDMENT TO COATTAIL AGREEMENT June 16, 2023 This Adoption Agreement and Amendment to Coattail Agreement (this “Agreement”) is made as of the date first written above, between TELUS Communications Inc., a company governed by the laws of the Province of British Columbia (“TCI”), Riel B.V., a company governed by the laws of the Netherlands (“Baring”), Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada (the “Trustee”), TELUS International (CDA) Inc., a company governed by the laws of the Province of British Columbia (the “Company”), and TELUS Corporation (“TELUS”) and amends that certain Coattail Agreement (the “Coattail Agreement”) dated February 5, 2021 between TCI, Baring, the Trustee and the Company. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Coattail Agreement. WHEREAS, the Company previously entered into the Coattail Agreement to set forth certain agreements governing the relationship of the parties in relation to the Company; AND WHEREAS, on the date hereof, TCI transferred and assigned its holdings of shares in the capital of the Company to a wholly-owned subsidiary of TELUS, with the intention that the subsidiary and TELUS will amalgamate such that TELUS will become a holder of Multiple Voting Shares and, accordingly, the parties wish to evidence the adoption by TELUS of the Coattail Agreement and make certain corresponding adjustments. NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: 1. TELUS hereby agrees to be a party to and bound by all of the terms, conditions, and other provisions of the Coattail Agreement as if TELUS were an original party thereto and shall be considered a “Shareholder” for all purposes of the Coattail Agreement. The parties to the Coattail Agreement acknowledge that TCI no longer owns any shares in the capital of the Company and that TELUS has agreed to assume the obligations of TCI under the Coattail Agreement. 2. References to “TELUS” in the Coattail Agreement shall be adjusted to refer to TELUS Corporation and its successors and assigns. 3. Except as amended hereby, the Coattail Agreement shall continue in full force and effect as originally constituted and is ratified and affirmed by the parties to this Agreement. 4. This Amendment shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in the Coattail Agreement. Each party shall provide such further documents or instruments required by any other party as may be necessary or desirable to effect the purpose of this Agreement and carry out its provisions. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may

 
2 be delivered electronically and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. [Signature pages follow]

 
Adoption Agreement and Amendment to Coattail Agreement IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above. TELUS INTERNATIONAL (CDA) INC. By: “Michel Belec” Name: Michel Belec Title: Chief Legal Officer TELUS COMMUNICATIONS INC. By: “Doug French” Name: Doug French Title: EVP & Chief Financial Officer TELUS CORPORATION By: “Doug French” Name: Doug French Title: EVP & Chief Financial Officer RIEL B.V. By: “T. Bogaards” “G.J. van Spall” Proxy Holder A Proxy Holder A Name: Vistra Management Services (Netherlands) B.V. Title: Director A By: “G.J. van Spall” Name: G. J. van Spall Title: Director B

 
Adoption Agreement and Amendment to Coattail Agreement COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee By: “Shannon Grover” Name: Shannon Grover Title: Manager Corporate Trust By: “Luci Scholes” Name: Luci Scholes Title: Corporate Trust Officer

 
SECOND AMENDMENT AND JOINDER TO THE REGISTRATION RIGHTS AGREEMENT THIS SECOND AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT, dated as of June 16, 2023 (this “Second Amendment”) is entered into among TELUS International (Cda) Inc. (the “Corporation”) and the Holders party to that certain registration rights agreement with the Corporation, dated February 5, 2021, as amended by the amendment thereto dated January 3, 2023 (the “Registration Rights Agreement”) and TELUS Corporation. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Registration Rights Agreement. WHEREAS, the Corporation and the Holders wish to provide TELUS Corporation the same rights under the Registration Rights Agreement as TELUS Communications Inc., TELUS International Holding Inc., 1276431 B.C. Ltd., 1276433 B.C. Ltd. 1276435 B.C. Ltd. and 1276436 B.C. Ltd. (collectively, the “TELUS Entities”), subject to the same obligations and the terms and conditions of the Registration Rights Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Section 2. Amendments to Registration Rights Agreement. The Registration Rights Agreement is hereby amended as follows: (a) Definitions. The following definition included in Section 1.1 of the Registration Rights Agreement is hereby amended by amending and restating the definition as follows: “TELUS” means TELUS Corporation, TELUS Communications Inc., TELUS International Holding Inc., 1276431 B.C. Ltd., 1276433 B.C. Ltd. 1276435 B.C. Ltd. 1276436 B.C. Ltd. and any of their Permitted Holders in accordance with Article 7 and its and their respective successors and assigns. Section 3. TELUS Corporation, by its and the Corporation’s signature below, becomes a Holder under the Registration Rights Agreement with the same force and effect as if it were originally named therein and TELUS Corporation, the Corporation and the Holders hereby agree that all the terms and provisions of the Registration Rights Agreement, and the rights thereunder, shall be applicable to TELUS Corporation to the same extent as they are applicable to the TELUS Entities. The Registration Rights Agreement is hereby incorporated herein by reference. Section 4. Further Assurances. Each Party shall provide such further documents or instruments required by any other Party as may be necessary or desirable to effect the purpose of this Second Amendment and carry out its provisions.

 
Section 5. Amendments and Waiver. This Second Amendment (and the Registration Rights Agreement) may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Corporation, TELUS, BPEA, Puritt and the Investors for so long as such Holders hold Registrable Securities. In addition, each Party hereto may waive any right hereunder by an instrument in writing signed by such Party. Each such amendment, modification, extension, termination and waiver shall be binding upon each Holder. Section 6. Entire Agreement. This Second Amendment, along with the Registration Rights Agreement (and with respect to the Corporation, TELUS and BPEA, the Shareholders’ Agreement) constitute the entire agreement between the Parties with respect to the matters contemplated by this Second Amendment and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties related to such matters. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Second Amendment, except as specifically set forth in this Second Amendment (and Registration Rights Agreement and, with respect to the Corporation, TELUS and BPEA, the Shareholders’ Agreement). The Parties have not relied and are not relying on any other information, discussion or understanding in entering into this Second Amendment. Section 7. Severability. If any provision of this Second Amendment is determined to be illegal, invalid or unenforceable, by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Second Amendment and the remaining provisions will remain in full force and effect. Section 8. Governing Law. (1) This Second Amendment is governed by, and will be interpreted and construed in accordance with, the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein. (2) Each Party irrevocably attorns and submits to the exclusive jurisdiction of the British Columbia courts situated in the City of Vancouver, and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum. Section 9. Remedies The Parties hereto shall have all remedies available at law, in equity or otherwise in the event of any breach or threatened breach or violation of this Second Amendment or any default hereunder by a party. The Parties acknowledge and agree that any breach of this Second Amendment shall cause the other non-breaching Parties irreparable harm, and that in addition to

 
any other remedies which may be available, each of the Parties hereto will be entitled, without the posting of bond, to specific performance of the obligations of the other Parties hereto and, in addition, to such other equitable or injunctive remedies (including preliminary or temporary relief or injunctions) as may be appropriate in the circumstances. Section 10. Counterparts This Second Amendment may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart of this Second Amendment. [signature pages follow]

 
[Signature Page to Amendment to Registration Rights Agreement] IN WITNESS WHEREOF the Parties have executed this Second Amendment. TELUS CORPORATION By: “Doug French”_____________________ Name: Doug French Title: EVP & Chief Financial Officer TELUS COMMUNICATIONS INC. By: “Doug French”_____________________ Name: Doug French Title: EVP & Chief Financial Officer TELUS INTERNATIONAL HOLDING INC. By: “Doug French”_____________________ Name: Doug French Title: Chief Financial Officer 1276431 B.C. LTD. By: “Doug French”_____________________ Name: Doug French Title: Chief Financial Officer 1276433 B.C. LTD. By: “Doug French”_____________________ Name: Doug French Title: Chief Financial Officer 1276435 B.C. LTD. By: “Doug French”_____________________ Name: Doug French Title: Chief Financial Officer 1276436 B.C. LTD. By: “Doug French”_____________________ Name: Doug French Title: Chief Financial Officer

 
[Signature Page to Amendment to Registration Rights Agreement] RIEL B.V. By: “T. Bogaards” “G.J. van Spall” Proxy Holder A Proxy Holder A Name: Vistra Management Services (Netherlands) B.V. Title: Director A By: “G.J. van Spall”______________________ Name: G.J. van Spall Title: Director B TELUS INTERNATIONAL (CDA) INC. By: “Michel Belec”________________________ Name: Michel Belec Title: Chief Legal Officer JEFFREY PURITT “Jeffrey Puritt”___________________________

 
[Signature Page to Amendment to Registration Rights Agreement] INSIGNIA WT HOLDINGS, LLC By: “Tony Broglio”_________________________ Name: Tony Broglio Title: President

 
[Signature Page to Amendment to Registration Rights Agreement] NEW WT PARENT, INC. By: “Tobias Dengel”________________________ Name: Tobias Dengel Title: President TIDY MAN, LLC By: “Matt Dopkiss”_________________________ Name: Matt Dopkiss Title: Member WOLF & SHIELD, LLC By: “Michael Colombo”_____________________ Name: Michael Colombo Title: CEO JOHAN AURIK By: “Johan Aurik”______________________ MARCUS EAST By: “Marcus East”_________________________ CHRISTIAN FRANCO By: “Christian Franco”______________________ LANDO KRAVETZ By: “Lando Kravetz”______________________ ATRI MICHAEL SIGNER By: “Atri Michael Signer”____________________

 
[Signature Page to Amendment to Registration Rights Agreement] ABBY COOK By: “Abby Cook”_________________________ BLAKE SIRACH By: “Blake Sirach”________________________ CHRISTY PHILLIPS By: “Christy Phillips”_______________________ MIKE MOORE By: “Mike Moore”_________________________ TOBIAS A. DENGEL TRUST U/D/T DATED SEPTEMBER 27, 2007 By: “Tobias Dengel”________________________ Name: Tobias Dengel Title: President WILL MAYO By: “Will Mayo”___________________________ JAMIE TIMM By: “Jamie Timm”__________________________ _

 
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT BETWEEN TELUS CORPORATION AND RIEL B.V. AND TELUS INTERNATIONAL (CDA) INC. June 16, 2023

 
TABLE OF CONTENTS Page -i- ARTICLE 1 INTERPRETATION ........................................................................................................ 1 Section 1.1 Defined Terms. ................................................................................................. 1 Section 1.2 Gender and Number. ..................................................................................... 6 Section 1.3 Headings, etc. ................................................................................................... 6 Section 1.4 Business Days. .................................................................................................. 6 Section 1.5 Certain Phrases, etc. ....................................................................................... 6 Section 1.6 Statutory References. ...................................................................................... 6 ARTICLE 2 IMPLEMENTATION OF AGREEMENT AND TERM .................................... 6 Section 2.1 Effectiveness. ........................................................................................... 6 Section 2.2 Conflicts. ................................................................................................... 6 Section 2.3 Corporation Consent. ............................................................................. 7 Section 2.4 Compliance with Agreement. ............................................................... 7 Section 2.5 Term of Agreement. ................................................................................ 7 ARTICLE 3 GOVERNANCE MATTERS ................................................................................. 7 Section 3.1 Board Composition and Representation. ............................................ 7 Section 3.2 Designation of Nominees. ...................................................................... 7 Section 3.3 Nomination Procedures. ........................................................................ 8 Section 3.4 Replacement Appointments, Cessation, Resignations. ..................... 9 Section 3.5 Committee Appointments. .................................................................... 9 Section 3.6 Qualifications. ........................................................................................ 10 Section 3.7 Compensation, Indemnification. ........................................................ 10 Section 3.8 Written Consent or Resolutions. ......................................................... 10 Section 3.9 Board Observer Rights. ........................................................................ 11 ARTICLE 4 APPROVAL AND CONSENT RIGHTS ........................................................... 11 Section 4.1 Approval and Consent Rights. ............................................................ 11 Section 4.2 Removal of Chief Executive Officer. .................................................. 12 ARTICLE 5 DISPOSITIONS .................................................................................................... 12 Section 5.1 Cooperation and Right of First Offer. ................................................ 12 ARTICLE 6 CONFIDENTIALITY ........................................................................................... 14 Section 6.1 Confidentiality Obligation. .................................................................. 14 Section 6.2 Confidentiality Exceptions. ................................................................. 14 Section 6.3 Ownership of Confidential Information. ........................................... 15 ARTICLE 7 DISPUTE RESOLUTION .................................................................................... 15 Section 7.1 Settling Disputes. .................................................................................. 15

 
TABLE OF CONTENTS (continued) Page -ii- ARTICLE 8 MISCELLANEOUS .............................................................................................. 16 Section 8.1 Notices. ................................................................................................... 16 Section 8.2 Time of the Essence. .............................................................................. 18 Section 8.3 Third Party Beneficiaries. ..................................................................... 18 Section 8.4 No Agency or Partnership. .................................................................. 18 Section 8.5 Expenses. ................................................................................................ 18 Section 8.6 Amendments. ........................................................................................ 18 Section 8.7 Waiver. .................................................................................................... 19 Section 8.8 Entire Agreement. ................................................................................. 19 Section 8.9 Further Assurances. .............................................................................. 19 Section 8.10 Successors and Assigns. ....................................................................... 19 Section 8.11 Severability............................................................................................. 19 Section 8.12 Governing Law. ..................................................................................... 20 Section 8.13 Counterparts. ......................................................................................... 20

 
SHAREHOLDERS AGREEMENT This Shareholders Agreement is made effective as of June 16, 2023. BETWEEN: TELUS CORPORATION, a corporation governed by the laws of the Province of British Columbia (“TELUS”) - and – RIEL B.V., a company governed by the laws of the Netherlands (“Baring”) - and – TELUS INTERNATIONAL (CDA) INC., a corporation governed by the laws of the Province of British Columbia. WHEREAS on February 5, 2021, upon completion of the initial public offering of the Corporation (as defined herein), the Corporation, TELUS Communications Inc. (“TCI”) and Baring entered into a shareholders agreement governing the Corporation (the “Original Shareholders Agreement”); AND WHEREAS, on March 9, 2023, the Corporation, TCI and Baring entered into amendment number 1 to the Original Shareholders Agreement to effect certain changes; AND WHEREAS, on the date hereof, TCI transferred and assigned its holdings of shares in the capital of the Corporation to a wholly-owned subsidiary of TELUS, with the intention that the subsidiary and TELUS will amalgamate, and the parties wish to evidence the assignment of rights under the Original Shareholders Agreement, as amended, to TELUS and to provide TELUS with the rights and benefits of the Original Shareholders Agreement, as amended. NOW THEREFORE, in consideration of the above recitals and the mutual agreements contained in this Agreement (the receipt and adequacy of which are acknowledged), the Parties agree as follows: ARTICLE 1 INTERPRETATION Section 1.1 Defined Terms. As used in this Agreement, the following terms have the following meanings: “Acceptance Notice” has the meaning ascribed to such term in Section 5.1(4). “Act” means the Business Corporations Act (British Columbia), as the same may from time to time be amended, re-enacted or replaced. “Affiliate” means, with respect to any specified Person, any other Person which directly or indirectly through one or more intermediaries Controls, is Controlled by or is under

 
- 2 - common Control with such specified Person, and “Affiliated” shall have a corresponding meaning. “Aggregate Purchase Price” has the meaning ascribed to such term in Section 5.1(2). “Agreement” means this amended and restated shareholders agreement, as it may be amended, restated, replaced or supplemented from time to time in accordance with this Agreement. “Applicable Securities Laws” means the securities legislation in each of the provinces and territories of Canada, including all rules, regulations, instruments, policies, published policy statements and blanket orders thereunder or issued by one or more of the securities regulatory authority in each of the provinces and territories of Canada. “Articles” means the articles of the Corporation, as in effect on the date of this Agreement, and as such articles may from time to time be amended, restated, replaced or supplemented in accordance with this Agreement. “Audit Committee Observer” has the meaning ascribed to such term in Section 3.5(4). “Baring” has the meaning ascribed to such term in the recitals. “Baring Group” means, collectively, Baring, The Baring Asia Private Equity Fund VI, L.P.1, The Baring Asia Private Equity Fund VI, L.P.2 and The Baring Asia Private Equity Fund VI Co-Investment L.P. and any Baring Permitted Holder that holds Shares from time to time. “Baring Permitted Holders” means any funds managed or advised by Baring Private Equity Asia Group Limited or any of its Affiliates, in each case provided that it is controlled, directly or indirectly, or managed or advised by Baring Private Equity Asia Group Limited or an Affiliate of Baring Private Equity Asia Group Limited. “BCICAC” has the meaning ascribed to such term in Section 7.1(2). “Board” means the board of directors of the Corporation from time to time. “Board Observer” has the meaning ascribed to such term in Section 3.9(1). “Business Day” means any day of the year, other than a Saturday, Sunday or day on which Canadian chartered banks are closed for business in Vancouver, British Columbia, Toronto, Ontario or Singapore. “Change of Control Transaction” means an amalgamation, arrangement, recapitalization, business combination or similar transaction of the Corporation, other than an amalgamation, arrangement, recapitalization, business combination or similar transaction that would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the continuing entity or its parent) more than 50% of the total voting power represented by the voting securities of the Corporation, the continuing entity or its parent and more than 50% of the total number of outstanding

 
- 3 - shares of the Corporation, the continuing entity or its parent, in each case as outstanding immediately after such transaction, and the shareholders of the Corporation immediately prior to the transaction owning voting securities of the Corporation, the continuing entity or its parent immediately following the transaction in substantially the same proportions (vis a vis each other) as such shareholders owned the voting securities of the Corporation immediately prior to the transaction. “Chief Executive Officer” means the Chief Executive Officer of the Corporation (or the equivalent successor position). “Control” means (a) in relation to a Person that is a body corporate, the beneficial ownership, directly or indirectly, of voting securities of such Person (or its successor entity resulting from any amalgamation, merger, arrangement or other reorganization) carrying more than 50% of the voting rights attached to all voting securities of such Person (or its successor entity resulting from any amalgamation, merger, arrangement or other reorganization) or the right to elect or appoint a majority of the board of directors (or equivalent) of such Person (or its successor entity resulting from any amalgamation, merger, arrangement or other reorganization), and (b) in relation to a Person that is a partnership, limited partnership, business trust or other similar entity, (i) the ownership, directly or indirectly, of voting securities of such Person carrying more than 50% of the voting rights attached to all voting securities of such Person (or its successor entity resulting from any amalgamation, merger, arrangement or other reorganization), or (ii) the ownership, directly or indirectly, of other interests or the holding of a position (such as trustee) entitling the holder thereof to exercise control and direction over the activities of such Person (or its successor entity resulting from any amalgamation, merger, arrangement or other reorganization), and “Controls” and “Controlled” shall have corresponding meanings. “Corporation” means TELUS International (Cda) Inc. and any of its successors and assigns, including any successor by way of amalgamation, merger, arrangement or other reorganization. “Debtor Relief Laws” means the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, restructuring or similar debtor relief laws of Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally. “Directors” means the Persons who are elected or appointed as directors of the Corporation in accordance with this Agreement. “Director Election Meeting” means any meeting of shareholders of the Corporation at which Directors are to be elected to the Board. “Disposition Shares” has the meaning ascribed to such term in Section 5.1(2).

 
- 4 - “Disproportionately Adverse” means disproportionately adverse to the interests of a shareholder as compared to any other shareholder, and “Disproportionately Adversely” shall have a corresponding meaning. “Dispute” has the meaning ascribed to such term in Section 7.1(1). “Equity Plan” means any equity or equity based compensation plan of the Corporation. “Governmental Entity” means (a) any governmental or public department, central bank, court, minister, governor-in-council, cabinet, commission, tribunal, board, bureau, agency, commissioner or instrumentality, whether international, multinational, national, federal, provincial, state, municipal, local, or other; (b) any subdivision or authority of any of the above; and (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above. “Independent”, in reference to an individual board nominee, means that such individual is “independent” as determined by the Governance and Nominating Committee in accordance with Applicable Securities Laws and the rules of the NYSE; provided that with respect to service on the Audit Committee, such individual also satisfies section 1.5 of National Instrument 52-110 Audit Committees and Rule 10A-3 Listing Standards Relating to Audit Committees promulgated under the U.S. Securities Exchange Act of 1934 to implement section 3 of the U.S. Sarbanes-Oxley Act of 2002. “IPO” has the meaning ascribed to such term in the recitals. “IPO Prospectus” means the supplemented PREP prospectus of the Corporation dated February 2, 2021 relating to the initial public offering of Subordinate Voting Shares. “Laws” means: (a) all laws, statutes, codes, ordinances, principles of common and civil law and equity, orders, decrees, rules, regulations and municipal by-laws, whether domestic, foreign or international, (b) judicial, arbitral, administrative, ministerial, departmental and regulatory judgments, orders, writs, injunctions, decisions, rulings, decrees and awards of any Governmental Entity, and (c) policies, practices and guidelines of, or contracts with, any Governmental Entity, which, although not actually having the force of law, are considered by such Governmental Entity as requiring compliance as if having the force of law, in each case binding on or affecting the Person, or the assets of the Person, referred to in the context in which such word is used. “Mediation Notice” has the meaning ascribed to such term in Section 7.1(2). “Multiple Voting Shares” means the Multiple Voting Shares of the Corporation, as contemplated under the Articles. “Nominee” means, in respect of a Director Election Meeting, such individuals presented by management of the Corporation to its shareholders for election as directors at such meeting, including, for the avoidance of doubt, the TELUS Nominees and Baring Nominees. “Notice” has the meaning ascribed to such term in Section 8.1.

 
- 5 - “Notice Period” has the meaning ascribed to such term in Section 5.1(4). “NYSE” means the New York Stock Exchange. “Offering Price” has the meaning ascribed to such term in Section 5.1(2). “Parties” means the Corporation, TELUS and Baring. “Person” means an individual, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity. “Proportionate Voting Interest” means, at any time, with respect to each Shareholder Group, such Shareholder Group’s proportionate voting interest in the Shares expressed as a percentage, which percentage is determined by dividing: (a) the numerator, which is the aggregate number of votes to which the Multiple Voting Shares and Subordinate Voting Shares held by such Shareholder Group are entitled, by (b) the denominator, which is the aggregate number of votes to which the total number of issued and outstanding Shares are entitled. “Registration Rights Agreement” means the Registration Rights Agreement dated as of the date hereof between the Corporation, TELUS and Baring, as it may be amended, restated, replaced or supplemented from time to time. “Sale Notice” has the meaning ascribed to such term in Section 5.1(2). “Sale Transaction” has the meaning ascribed to such term in Section 5.1(1) . “Shareholder Group” means each of: (a) the TELUS Group; and (b) the Baring Group, collectively and “Shareholder Groups” means all of them. “Shares” means the Subordinate Voting Shares and Multiple Voting Shares in the capital of the Corporation as described in the Articles as well as any other voting shares in the capital of the Corporation which are issued in a class of shares that is added to the authorized capital of the Corporation pursuant to an amendment to the Articles. “Significant Action” has the meaning ascribed to such term in Section 4.1. “Subordinate Voting Shares” means the Subordinate Voting Shares of the Corporation, as contemplated under the Articles. “TELUS” has the meaning ascribed to such term in the recitals. “TELUS Group” means, collectively, TELUS and any TELUS Permitted Holder that holds Shares from time to time. “TELUS Nominee” means a Director nominated by TELUS in accordance with this Agreement.

 
- 6 - “TELUS Permitted Holders” means TELUS and any Person that is controlled, directly or indirectly, or managed by TELUS Corporation or an Affiliate of TELUS Corporation. Section 1.2 Gender and Number. Any reference in this Agreement to gender includes all genders. Words importing the singular number only include the plural and vice versa. Section 1.3 Headings, etc. The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect its interpretation. Section 1.4 Business Days. If any date on which any action is required to be taken under this Agreement is not a Business Day, such action will be required to be taken on the next succeeding Business Day. Section 1.5 Certain Phrases, etc. In this Agreement, (a) the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”, (b) the words “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of” and (c) the words “hereof”, “herein”, “hereunder”, “hereto” and similar expressions to this Agreement as a whole and the words “Article” and “Section” refer to an Article of or Section of this Agreement, unless specified otherwise. In the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”. Section 1.6 Statutory References. Except as otherwise provided in this Agreement, any reference in this Agreement to a statute refers to such statute and all rules and regulations made under it as they may have been or may from time to time be amended, re-enacted or replaced. ARTICLE 2 IMPLEMENTATION OF AGREEMENT AND TERM Section 2.1 Effectiveness. This Agreement shall become effective immediately upon the termination of that certain Second Amended and Restated Shareholders Agreement dated as of April 1, 2020 by and among the Corporation and the shareholders party thereto. Section 2.2 Conflicts. In the event of any conflict between the provisions of this Agreement and the provisions of the Articles, the provisions of this Agreement prevail to the extent permitted by Law. To the

 
- 7 - extent that any provision of this Agreement is inconsistent with or contravenes any provision of the Articles, subject to Section 4.1, the Parties agree that they will take all necessary steps to amend the Articles to resolve any conflict in favour of this Agreement. Section 2.3 Corporation Consent. The Corporation undertakes to carry out and be bound by the provisions of this Agreement to the full extent that it has the capacity and power at law to do so. Section 2.4 Compliance with Agreement. Each Party agrees to vote and act as a shareholder of the Corporation to fulfil the provisions of this Agreement and in all other respects to comply with, and use all reasonable efforts to cause the Corporation to comply with, this Agreement. Section 2.5 Term of Agreement. (1) Subject to Section 2.5(2), this Agreement terminates on the earliest of: (a) the date on which both Shareholder Groups cease to have any right to designate any Nominee under this Agreement pursuant to Section 3.2(1); (b) the date on which this Agreement is terminated by written agreement of the Parties; and (c) the dissolution or liquidation of the Corporation. (2) The obligations of the Parties in Article 1 (Interpretation), Article 6 (Confidentiality), Article 7 (Dispute Resolution) and Article 8 (Miscellaneous) shall continue in full force and effect for a period of two years following the date of termination of this Agreement. The termination of this Agreement shall not affect or prejudice any rights or obligations that have accrued or arisen under this Agreement before the time of termination and such rights and obligations shall survive the termination of this Agreement. ARTICLE 3 GOVERNANCE MATTERS Section 3.1 Board Composition and Representation. (1) As of March 9, 2023, the Board consists of 11 Directors, being Darren Entwistle (Chair), Josh Blair, Madhuri Andrews, Olin Anton, Navin Arora, Doug French, Tony Geheran, Sue Paish, Jeffrey Puritt, Carolyn Slaski and Sandra Stuart. The current TELUS Nominees are Darren Entwistle, Josh Blair, Navin Arora, Doug French, Tony Geheran and Sandra Stuart. The Board will consist of 11 Directors, except as otherwise may be agreed by TELUS. Section 3.2 Designation of Nominees. (1) The Corporation covenants and agrees to nominate for election as directors of the Corporation at any Director Election Meeting the following persons from and after March 9, 2023, except as may otherwise be agreed by TELUS:

 
- 8 - (a) the Chief Executive Officer of the Corporation; (b) as long as the TELUS Group owns, controls or directs, directly or indirectly, at least 50% of the Proportionate Voting Interest in the outstanding Shares (on a non- diluted basis), six TELUS Nominees; and (c) as long as the TELUS Group owns, controls or directs, directly or indirectly, at least 5% (but less than 50%) of the Proportionate Voting Interest in the outstanding Shares (on a non-diluted basis), the greater of: (1) such number of TELUS Nominees that represents the TELUS Group's proportionate share of the Directors comprising the Board (rounded up to the nearest whole number) based on the Proportionate Voting Interest in the outstanding Shares (on a non-diluted basis) of the TELUS Group; and (2) one TELUS Nominee; and (d) four, individuals designated by the Board who are Independent. (2) For the avoidance of doubt, upon the first instance where the TELUS Group owns, controls or directs, directly or indirectly, less than 5% of the Proportionate Voting Interest in the outstanding Shares (on a non-diluted basis), TELUS shall no longer be entitled to designate any Nominees. (3) As long as the TELUS Group owns, controls or directs, directly or indirectly, at least 50% of the Proportionate Voting Interest in the outstanding Shares (on a non-diluted basis), TELUS shall be entitled to select the Chair of the Board from and among the Directors. Section 3.3 Nomination Procedures. (1) The Corporation shall notify the TELUS Group of its intention to hold any Director Election Meeting at least 60 Business Days prior to the date of such Director Election Meeting. (2) TELUS may notify the Corporation of its designated Nominee(s) at any time but no less than 35 Business Days prior to the date of any Director Election Meeting. If, prior to the Director Election Meeting, a Nominee of the TELUS Group is unable or unwilling to serve as a Director, then the TELUS Group will be entitled to designate a replacement Nominee, except where the TELUS Group would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 3.2(1). (3) For so long as the TELUS Group has the right to designate one or more Nominees under Section 3.2(1), the Corporation shall: (a) nominate for election and include in any management information circular, proxy statement and form of proxy relating to any annual or special meeting (or submit to shareholders by written consent if applicable) each person designated as Nominee of the TELUS Group; (b) solicit proxies from shareholders of the Corporation in favour of the election of the Nominees of the TELUS Group in a manner no less favourable than the manner in which the Corporation supports other nominees for election at any such meeting; and (c) take all steps which may be necessary or appropriate to recognize, enforce and comply with the rights of any Party under Article 3 (Governance Matters).

 
- 9 - (4) Each Shareholder Group shall vote or cause to be voted all Shares that it holds, directly or indirectly, or over which it exercises control or direction, in favor of any Nominee designated by the TELUS Group at any Director Election Meeting, pursuant to the terms and subject to the conditions of Article 3 (Governance Matters). (5) Notwithstanding anything in this Agreement to the contrary, a failure by TELUS to nominate any and all TELUS Nominees that it is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of TELUS to nominate such TELUS Nominees at any time in the future. Section 3.4 Replacement Appointments, Cessation, Resignations. (1) If any Nominee of a Shareholder Group resigns, is removed, or is unable to serve for any reason prior to the expiration of his or her term as a Director, then such Shareholder Group shall be entitled to designate a replacement to be appointed by the Board as soon as reasonably practicable, except where such Shareholder Group would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 3.2(1). (2) Any Shareholder Group shall cease to have any rights or obligations under this Article 3 (Governance Matters) immediately upon ceasing to have the right to designate any Nominee pursuant to the terms of Section 3.2(1) and shall concurrently therewith, if requested by the Board, use its reasonable efforts to promptly obtain and deliver to the Corporation the written resignation of any Director(s) previously designated by it pursuant to the terms of Section 3.2(1). Section 3.5 Committee Appointments. (1) For so long as (a) the TELUS Group is entitled to nominate at least one TELUS Nominee under Section 3.2(1), TELUS shall be entitled, but not obligated, to designate at least one TELUS Nominee for appointment to each of the Human Resources Committee and Governance and Nominating Committee of the Corporation, and (b) the TELUS Group owns, controls or directs, directly or indirectly, at least 50% of the Proportionate Voting Interest in the outstanding Shares (on a non-diluted basis), to select the Chair of the Human Resources Committee and the Governance and Nominating Committee, subject to compliance with applicable independence requirements under Applicable Securities Laws and the rules of the NYSE and the Toronto Stock Exchange; and (2) [Intentionally deleted.] (3) Subject to the foregoing, all members of the committees of the Board shall be selected by the Board. (4) So long as the TELUS Group has the right to designate one or more Nominees under Section 3.2(1), the TELUS Group shall be entitled, but not obligated, to designate one TELUS Nominee for appointment to the Audit Committee, provided that such TELUS Nominee must be Independent. The foregoing rights are subject to compliance with applicable independence requirements under Applicable Securities Laws and the rules of the NYSE and the Toronto Stock Exchange.

 
- 10 - (5) The TELUS Group shall have the right to designate one Director as an observer to the Audit Committee (such individual in respect of the TELUS Group, an “Audit Committee Observer”). The Audit Committee Observer shall be entitled to: (a) receive notice of and to attend meetings of the Audit Committee; (b) take part in discussions and deliberations of matters brought before the Audit Committee; (c) receive notices, consents, minutes, documents and other information and materials that are sent to members of the Audit Committee; and (d) receive copies of any written resolutions proposed to be adopted by the Audit Committee, each at substantially the same time and in substantially the same manner as the members of the Audit Committee, except that the Audit Committee Observer will not be entitled to vote on any matters brought before the Audit Committee. The Audit Committee Observer, if any, will not be entitled to any compensation from the Corporation; provided, however that all reasonable expenses of the Audit Committee Observer shall be reimbursed by the Corporation. Section 3.6 Qualifications. Notwithstanding anything to the contrary in this Agreement, all Directors (including Directors designated by the Shareholder Groups) shall, at all times while serving on the Board, meet the qualification requirements to serve as a director under the Act, Applicable Securities Laws and the rules of the NYSE and the Toronto Stock Exchange. Neither Shareholder Group shall nominate any person to be a Director who it believes does not meet the requirements for director nominees as set forth in the applicable policies of the Corporation relating to director qualifications from time to time. Section 3.7 Compensation, Indemnification. (1) The Directors shall be entitled to such compensation as the board of directors of the Corporation may determine, from time to time, including pursuant to an Equity Plan. Each Director is entitled to be reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the Board and any committees thereof, including without limitation, travel, lodging and meal expenses, and in performing other duties of directors. (2) The Corporation will purchase or procure and at all times maintain customary director and officer liability insurance for the benefit of the Directors and officers of the Corporation against such liabilities, in such amounts and on such terms as the board of directors of the Corporation determines and as are permitted by Law. (3) The Corporation will indemnify any Director to the fullest extent permitted by the Act. Nothing in this Agreement limits the right of any Director to claim indemnity apart from the provisions of this Agreement, if the Director is entitled to such indemnity. Section 3.8 Written Consent or Resolutions. The provisions of this Article 3 (Governance Matters) applicable to Director Election Meetings shall apply mutatis mutandis to any written consent or resolutions of shareholders relating to the election of Directors.

 
- 11 - Section 3.9 Board Observer Rights. (1) If a TELUS Nominee fails to be elected by the shareholders of the Corporation as a Director, TELUS shall have the right to nominate such individual as an observer to the Board (such individual, a “Board Observer”). (2) Each Board Observer shall be entitled to: (a) receive notice of and to attend meetings of the Board; (b) take part in discussions and deliberations of matters brought before the Board; (c) receive notices, consents, minutes, documents and other information and materials that are sent to members of the Board; and (d) receive copies of any written resolutions proposed to be adopted by the Board, including any resolution as approved, each at substantially the same time and in substantially the same manner as the members of the Board, except that the Board Observer will not be entitled to vote on any matters brought before the Board. The Board Observer will not be entitled to any compensation from the Corporation; provided, however that all reasonable expenses of the Board Observer shall be reimbursed by the Corporation. All Board Observers shall at all times be subject to the provisions of Article 6. ARTICLE 4 APPROVAL AND CONSENT RIGHTS Section 4.1 Approval and Consent Rights. (1) As long as the TELUS Group holds or exercises control or direction over at least 50% of the Proportionate Voting Interest in the outstanding Shares (on a non-diluted basis), notwithstanding anything to the contrary herein or in the Articles, in addition to any other approval required by Law, the Corporation shall not make a decision about, take action on or implement any of the following actions (each, a “Significant Action”) on or after, the date hereof without the written approval of, TELUS: (a) issue any additional Shares; (b) amend, restate, replace or supplement the Articles in any manner; (c) amalgamate, consolidate, merge or entering into an arrangement or other reorganization with or into any other Person or Persons, other than an Affiliate of the Corporation; (d) effect or consummate a Change of Control Transaction or enter into any agreement or arrangement to effect or consummate a Change of Control Transaction; (e) make any material change in the scope of the Corporation’s business (including altering or adding a line of business) from the scope of the Corporation’s business immediately prior to the completion of the IPO and as described in the IPO Prospectus; (f) convey, dispose or transfer, in one or a series of related transactions, all or substantially all of the property and assets of the Corporation to any other Person, whether or not Affiliated with the Corporation;

 
- 12 - (g) (i) institute or consent to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; (ii) apply for or consent to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative or interim receiver or similar officer with respect to it or all or any material part of the property of the Corporation; or (iii) take any similar action for the purpose of, or leading to, the liquidation, dissolution, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of the Corporation or its debts under any Debtor Relief Law; (h) increase or decrease the authorized number of directors serving on the Board; (i) appoint or remove the Chief Executive Officer; or (j) enter into any agreement or arrangement to do any of the foregoing. (2) In the event the Corporation wishes to take a Significant Action, the Corporation shall deliver a written request to TELUS to approve such Significant Action. TELUS shall have 10 Business Days to give or decline any approval required for a Significant Action from the date such approval is requested in writing by the Corporation in accordance with Section 8.1 of this Agreement. If TELUS fails to notify the Corporation of its decision within the specified time period, TELUS will be deemed to have declined the approval requested. (3) The approvals for a Significant Action required under Section 4.1(1) are in addition to any other approvals required by Law. In the event any shareholder approvals, other than the approvals required under Section 4.1(1), are required to make a decision about, take action on, or implement any of, the matters provided for in Section 4.1(1), including approving a proposed decision or action by special resolution (as such term is defined in the Act), each of TELUS and Baring, to the extent that it is not Disproportionately Adversely affected, will fully co-operate and vote in favour of and refrain from exercising any dissenters’ rights or rights of appraisal under any Law at any time with respect to, the proposed decision or action. Section 4.2 Removal of Chief Executive Officer. As long as the TELUS Group holds or exercises control or direction over at least 50% of the Proportionate Voting Interest in the outstanding Shares (on a non-diluted basis), TELUS shall be entitled to request the removal or dismissal of the Chief Executive Officer at any time. Upon the written request of TELUS in accordance with this Section 4.2, the Board agrees to take all action to remove the Chief Executive Officer as soon as practicable and appoint a replacement Chief Executive Officer, subject to the terms of any employment agreement between the Company and the Chief Executive Officer. ARTICLE 5 DISPOSITIONS Section 5.1 Cooperation and Right of First Offer. (1) Baring hereby agrees that, from and after the consummation of an IPO, subject to Section 5.1(6), Baring will not sell, transfer or otherwise dispose of any Shares, whether by

 
- 13 - registered offering, private sale, disposition over the facilities of a stock exchange or otherwise, in a single transaction or series of transactions (each, a “Sale Transaction”), without complying with the provisions of this Section 5.1. TELUS and Baring agree that the purpose of this Section 5.1 is to assist with an orderly transfer of Shares by Baring. Baring agrees to discuss in good faith with TELUS any intention it may have or it may form regarding any potential Sale Transactions that Baring may consider undertaking in the subsequent three month period. (2) If Baring wishes to undertake a Sale Transaction for gross proceeds in excess of $10 million, Baring will first provide written notice to TELUS of Baring’s desire to effect a Sale Transaction (the “Sale Notice”). The Sale Notice will specify: (a) the number of Shares that Baring proposes to include in the Sale Transaction (the “Disposition Shares”); and (b) the volume weighted average price of the applicable Shares traded on NYSE (or such other market or exchange on which the Shares are then listed or traded) for the five trading day period immediately preceding the Sale Notice (the “Per Share Offering Price”). The Sale Notice will also include an offer from Baring to sell the Disposition Shares to TELUS for cash at a price per Disposition Share equal to the Per Share Offering Price (such aggregate purchase price for the Disposition Shares, the “Aggregate Purchase Price”) and on the terms set forth in the Sale Notice. (3) Upon a Sale Notice being given by Baring, TELUS shall have the right to purchase all, but not less than all, of the Disposition Shares for cash at a price per Disposition Share equal to the Per Share Offering Price no later than the third Business Day following delivery of the Sale Notice. (4) To effect such a purchase, TELUS must, on or prior to the second Business Day following delivery of the Sale Notice (the “Notice Period”), give written notice to Baring (the “Acceptance Notice”), accepting the offer contained in the Sale Notice. If TELUS gives an Acceptance Notice within the Notice Period confirming its agreement to purchase, in aggregate, all of the Disposition Shares, TELUS and Baring shall consummate the sale of the Disposition Shares to TELUS, and TELUS shall pay to Baring the Aggregate Purchase Price in cash, no later than the seventh day following delivery of the Sale Notice. Any Disposition Shares sold to TELUS pursuant to this Section 5.1 shall be Multiple Voting Shares (to the extent permitted by applicable Law and the rules of any stock exchange on which the shares of the Company are listed) until Baring ceases to own any Multiple Voting Shares and, thereafter, any Disposition Shares sold to TELUS pursuant to this Section 5.1 shall be Subordinate Voting Shares. (5) If Baring does not receive an Acceptance Notice from TELUS within the Notice Period confirming TELUS’ agreement to purchase all of the Disposition Shares, or, if TELUS timely delivers an Acceptance Notice and fails to acquire the Disposition Shares and pay the Aggregate Purchase Price to Baring on or prior to the seventh day following delivery of the Sale Notice, TELUS’ right to purchase the Disposition Shares shall cease at the end of the Notice Period or at the end of the seventh day following the delivery of the Sale Notice, as applicable, and Baring, without limiting any remedies that may be available to Baring resulting from any failure of TELUS to timely acquire the Disposition Shares following TELUS’ delivery of an Acceptance Notice, may effect a Sale Transaction of the Disposition Shares to any person or entity, including the public, at any price, within six months after the expiry of the Notice Period. If the Disposition Shares are not sold within

 
- 14 - such six month period, the provisions of this Section 5.1 shall again apply to any proposed Sale Transaction, and so on from time to time. (6) This Section 5.1 shall apply for so long as the Baring Group owns, controls or directs, directly or indirectly, at least 10% of the Proportionate Voting Interest in the outstanding Shares (on a non-diluted basis). ARTICLE 6 CONFIDENTIALITY Section 6.1 Confidentiality Obligation. (1) Each Party will keep all Confidential Information (as defined below) confidential and will not disclose any Confidential Information to any Person or use any Confidential Information except as permitted by this Agreement. A Party may disclose Confidential Information to its employees and advisors but only to the extent that they need to know the Confidential Information, they have been informed of the confidential nature of the Confidential Information and they are directed to act in accordance with this Section 6.1; provided, that, such Party shall be liable for any breach by its employees or advisors of this Section 6.1. “Confidential Information” means all proprietary, confidential and other non-public information, know-how and data, regardless of the manner in which it is furnished (orally, in writing, electronically or otherwise), relating to or concerning the disclosing Party or their respective businesses, directors, officers or employees (including without limitation, agreements to which any of such Persons is a party, information and material concerning the disclosing Party’s past, present or future customers, suppliers, technology, business methods, systems, practices, strategies, financial conditions, assets, liabilities, operations, plans, potential financings or transactions or other activities) that is furnished to the other Parties pursuant to this Agreement and/or the Registration Rights Agreement on or after the date of this Agreement. (2) Notwithstanding the foregoing, (a) TELUS and Baring may display the Corporation’s name and/or corporate logo on their respective websites and in their respective marketing materials and may publicly disclose the existence of their investment in the Corporation (including in response to press or trade inquiries) and such other information required to be disclosed in order to comply with Applicable Securities Laws; (b) TELUS may disclose such Confidential Information as it deems reasonably relevant to TELUS Corporation for the purpose of its reporting obligations to TELUS Corporation; and (c) Baring may disclose such Confidential Information as it deems reasonably relevant to its direct or indirect shareholders and investors for the purpose of its reporting obligations to such Persons or in connection with the solicitation of prospective investors that may invest in Baring or one or more of its Affiliates, provided that any such Confidential Information shall be marked as confidential and the Persons to whom such Confidential Information is disclosed are informed of their confidentiality obligations with respect to such Confidential Information. Section 6.2 Confidentiality Exceptions. The restrictions set out in Section 6.1 (Confidentiality Obligation) do not apply to Confidential Information or any part of it that (a) is or becomes generally available to the public

 
- 15 - other than as a result of a disclosure by a Party (other than the Person that owns such Confidential Information) in violation of this Agreement, (b) was within a Party’s possession prior to its being furnished to it by or on behalf of the Person who owns such Confidential Information, (c) is or becomes available to such Party on a non-confidential basis from a source other than the Person who owns such Confidential Information (provided that the source of such information was not known by such Party to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligations of confidentiality to, the Person who owns such Confidential Information), (d) is independently developed by such Party without violating any applicable obligations under this Agreement, (e) is required to be disclosed by Law (provided that if a Party becomes legally compelled or is required by a Governmental Entity having appropriate jurisdiction to disclose any of the Confidential Information, such Party shall (i) promptly provide the Corporation with written notice so that the Corporation may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Article 6, and (ii) cooperate with the Corporation to obtain a protective order or other remedy), or (f) is permitted in writing to be disclosed by the Person who owns such Confidential Information. Section 6.3 Ownership of Confidential Information. Nothing in this Agreement or in the disclosure of any Confidential Information will confer any interest in the Confidential Information on a receiving Party. The Parties share a common legal and commercial interest in all Confidential Information which is and remains subject to all applicable privileges, including solicitor-client privilege, anticipation of litigation privilege, work product privilege and privilege in respect of “without prejudice” communications. No waiver of any privilege is implied by the disclosure of Confidential Information to any Party pursuant to the terms of this Agreement. ARTICLE 7 DISPUTE RESOLUTION Section 7.1 Settling Disputes. (1) Upon being notified by a Party that there exists a dispute in connection with this Agreement (including its interpretation or application) (a “Dispute”), the Parties agree to meet or hold a telephone conference together within 10 days of such notification and to attempt to address and resolve the Dispute to the satisfaction of all of the Parties. The Parties agree to devote good faith efforts to resolve the Dispute which is the subject of the notification contemplated in this Article 7 (Dispute Resolution). (2) If a Dispute remains unresolved after 10 days following the giving of notice pursuant to Section 7.1(1), any Party may commence mediation upon giving written notice (the “Mediation Notice”) to the other Parties describing the Dispute to be resolved by mediation. Upon receipt of a Mediation Notice, the Parties will engage the services of a mediator to assist them in resolving the Dispute described in the Mediation Notice in accordance with the BC International Commercial Arbitration Centre’s (the “BCICAC”) rules of procedure that are in force at the time the Mediation Notice is served. In the event that the Parties cannot reach agreement on a mediator within five days from the receipt of the Mediation Notice, the Parties will ask the BCICAC to appoint a mediator. The mediation will be held in the City of Vancouver, British Columbia in English. At any mediation, the BCICAC’s rules of procedure will apply.

 
- 16 - (3) If a Dispute is not resolved by mediation as provided in Section 7.1(1) within 60 days of service of the Mediation Notice, any Party may terminate the mediation by providing written notice to the other Parties and, following delivery of such notice, any Party may commence legal proceedings in a court of competent jurisdiction in accordance with Section 8.12(2), provided that this Section 7.1(3) shall not constitute an admission by any Party that the subject matter of the unresolved Dispute is properly subject to resolution by legal proceedings in a court of competent jurisdiction. (4) Nothing herein will preclude any Party from seeking injunctive, provisional or protective relief in the courts of the Province of British Columbia or in the courts of another country in the event that the Party perceives that without such injunctive, provisional or protective relief, serious harm may be done to the Party. (5) Notwithstanding that a Dispute (or mediation or legal proceedings in respect of an unresolved Dispute) is ongoing, the Parties shall continue to perform all of their obligations under this Agreement, other than such obligations that are the subject matter of the Dispute, in order to ensure the uninterrupted and efficient conduct of the business of the Corporation. ARTICLE 8 MISCELLANEOUS Section 8.1 Notices. Any notice, consent or other communication required or permitted to be given pursuant to this Agreement (each a “Notice”) shall be in writing and shall be sent electronically, hand delivered or sent by prepaid registered mail, in each case addressed as follows: (a) if to TELUS at: 7th Floor, 510 West Georgia Street, Vancouver, B.C. Canada V6B 0M3 Attention: TELUS Corporation (c/o Chief Legal & Governance Officer) Email: Andrea.Wood@TELUS.com with a copy to: Osler, Hoskin & Harcourt LLP 100 King Street West 1 First Canadian Place Suite 6200, P.O. Box 50 Toronto ON M5X 1B8 Attention: Desmond Lee and James R. Brown Email: DLee@osler.com and JBrown@osler.com and to:

 
- 17 - Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022 Attention: Lona Nallengara Email: Lona.Nallengara@Shearman.com (b) if to Baring at: c/o Baring Private Equity Asia Pte Limited 50 Collyer Quay #11-03/04 OUE Bayfront Singapore 049321 Attention: Patrick Cordes Email: patrickcordes@bpeasia.com with a copy to: Ropes & Gray LLP 191 North Wacker Drive, 32nd Floor Chicago, IL 60606 Attention: Neill P. Jakobe and Martin Ruhaak Email: neill.jakobe@ropesgray.com and martin.ruhaak@ropesgray.com (c) if to the Corporation at: 25 York Street Toronto, Ontario M5J 2V5 Attention: TELUS International Legal Services (c/o Chief Legal Officer) Email: Michel.Belec@TELUS.com with a copy to: Osler, Hoskin & Harcourt LLP 100 King Street West 1 First Canadian Place Suite 6200, P.O. Box 50 Toronto ON M5X 1B8 Attention: Desmond Lee and James R. Brown Email: DLee@osler.com and JBrown@osler.com and to:

 
- 18 - Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022 Attention: Lona Nallengara Email: Lona.Nallengara@Shearman.com Notice is deemed to be given and received if sent by personal delivery, courier or electronic mail, on the date of delivery or transmission (as the case may be) if it is a Business Day and the delivery or transmission (as the case may be) was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day. A Party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a Notice will be assumed not to be changed. Section 8.2 Time of the Essence. Time is of the essence in this Agreement in all respects. Section 8.3 Third Party Beneficiaries. The Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties. No Person, other than the Parties, is entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum. The Parties reserve their right to vary or rescind the rights at any time and in any way whatsoever, if any, granted by or under this Agreement to any Person who is not a Party, without notice to or consent of that Person. Section 8.4 No Agency or Partnership. Nothing contained in this Agreement makes or constitutes any Party, or any of its directors, officers or employees, the trustee, fiduciary, representative, agent, principal, partner, joint venturer, of any other Party. It is understood that no Party has the capacity to make commitments of any kind or incur obligations or liabilities binding upon any other Party. Section 8.5 Expenses. Except as otherwise expressly provided in this Agreement, each Party will pay for its own costs and expenses incurred in connection with this Agreement and the transactions contemplated by it. The fees and expenses referred to in this Section are those which are incurred in connection with the negotiation, preparation, execution and performance of this Agreement, and the transactions contemplated by this Agreement, including the fees and expenses of legal counsel, investment advisers and accountants. Section 8.6 Amendments. This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by an authorized signatory of the Party to be bound thereby.

 
- 19 - Section 8.7 Waiver. No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver of any provision of this Agreement or of any default, breach or non-compliance under this Agreement will be binding unless executed in writing by the Party to be bound by the waiver, and then only in the specific instance and for the specific purpose for which it has been given. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right. The waiver by a Party of any default, breach or non-compliance under this Agreement will not operate as a waiver of that Party’s rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance (whether of the same or any other nature). Section 8.8 Entire Agreement. This Agreement and the Registration Rights Agreement together constitute the entire agreement between the Parties with respect to the matters contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties related to such matters. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into this Agreement. Section 8.9 Further Assurances. Each of the Parties agrees to execute and deliver such further and other documents, to cause such meetings to be held, resolutions to be passed and articles to be enacted, to exercise their votes, and to influence and perform, and/or cause to be performed, such further and other acts and things, as may be necessary or desirable in order to give full effect to this Agreement and every part hereof. Section 8.10 Successors and Assigns. (1) This Agreement becomes effective only when executed by all of the Parties. After that time, it is binding on and enures to the benefit of the Parties and their respective successors and permitted assigns, including any successor by way of amalgamation, merger, arrangement or other reorganization. (2) Except as otherwise provided in this Agreement, neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Parties. Section 8.11 Severability. If any provision of this Agreement is determined to be illegal, invalid or unenforceable, by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Agreement and the Parties shall substitute for the invalid

 
- 20 - provision a valid provision which most closely approximates the intent and economic effect of the invalid provision. Section 8.12 Governing Law. (1) This Agreement is governed by, and will be interpreted and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein. (2) Subject to Article 7 (Dispute Resolution), each Party irrevocably attorns and submits to the exclusive jurisdiction of the British Columbia courts situated in the City of Vancouver, and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum. Section 8.13 Counterparts. This Agreement may be executed by the Parties in separate counterparts, including counterparts by electronic transmission, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. [Signature page follows.]

 
[Signature page to TI Amended and Restated Shareholders Agreement] IN WITNESS WHEREOF the Parties have executed this Shareholders Agreement as of the date and year first written above. TELUS CORPORATION By: “Doug French” Name: Doug French Title: EVP & Chief Financial Officer RIEL B.V. By: “T. Bogaards” “G.J. van Spall” Proxy Holder A Proxy Holder A Name: Vistra Management Services (Netherlands) B.V. Title: Director A By: “G.J. van Spall” Name: G. J. van Spall Title: Director B TELUS INTERNATIONAL (CDA) INC. By: “Michel Belec” Name: Michel Belec Title: Chief Legal Officer

 
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