Ladies and gentlemen, the TELUS Digital Special Meeting is about to begin. Hello everyone, and welcome to the special meeting of the shareholders of TELUS Digital. I'm Josh Blair, and I'm pleased to be your Chair for this meeting. As we look to ensure that we are making ourselves and our company as accessible as possible to all of our shareholders on an effective and efficient basis, we are having you attend our special meeting in a virtual format via a live webcast consistent with our annual general meetings. This technology-enabled format allows all shareholders and appointed proxy holders from any location worldwide to attend, participate, and vote at the meeting. Guests are also welcome to attend and listen to our meeting. Helping me today is Michele Beilek, our Chief Legal Officer and Corporate Secretary. Michele will be the Secretary of this meeting. Thank you, Josh, and hello everyone. As outlined in the agenda, the purpose of today's special meeting is to consider and, if determined to be advisable, to pass a special resolution approving a plan of arrangement between TELUS Digital and TELUS Corporation under Section 288 of the Business Corporations Act (British Columbia), all as described in the Management Information Circular. Once the matter has been voted on, we will announce our preliminary voting results, and the business of the meeting will officially come to a close. Let's now turn to the meeting procedures. I am pleased to advise that we have the necessary quorum. The preliminary scrutineers' report indicates that approximately 98% of eligible votes are represented at this meeting. I will add the final scrutineers' report to the minutes of the meeting when they are available. Now, in light of the Canada Post strike, in accordance with the interim order of the Supreme Court of British Columbia, an advertisement with respect to the meeting and meeting materials was included in the National Post on October 7th, satisfying the meeting material distribution requirements. Now, let me turn things back to you, Josh. Thank you, Michele. I declare this meeting to be properly constituted for the transaction of business. With the consent of the meeting, I appoint Steven Bandola, representative of Computershare, as the scrutineer for this meeting. Now, let's proceed with the matter that requires a vote at this meeting. Michele, would you explain the voting procedures that the shareholders will be following? Yes, thank you, Josh. We will be voting by online poll on the arrangement resolution. We are using the LUMI virtual meeting platform for today's meeting. This platform allows for online voting, and only registered shareholders or validly appointed proxy holders may vote. To expedite the formal part of the meeting, Josh will move the item of business, and we have asked Abby Sills, a shareholder in attendance today, to second the motion. This is just intended to make the meeting flow more smoothly. When the Chair declares the poll open, registered shareholders and validly appointed proxy holders will see a voting icon on their screen, and the resolution wording will be displayed. To vote for the arrangement resolution, please select "for." To vote against the arrangement resolution, please select "against." Your response will be highlighted. A confirmation message will appear to show that your vote has been received. To change your vote, simply select the other voting option. If you would like to cancel your vote, please press "cancel." In order for your vote to be properly recorded, it's important that you remain connected to the internet at all times. If you lose connection, your vote will not be recorded. Questions relating to the motion on the arrangement resolution may be submitted by registered shareholders and duly appointed proxy holders through the online platform. We will now turn to the sole item of business to be voted on. Josh, over to you. Thanks, Michele. I now open the polls for consideration of the arrangement. Please feel free to vote at any time while I am speaking. Pursuant to an interim order of the Supreme Court of British Columbia dated September 17th, 2025, you are asked to consider, and if thought advisable, to pass a special resolution to approve a proposed plan of arrangement involving TELUS Digital and TELUS Corporation, pursuant to which TELUS Corporation will acquire all of the issued and outstanding shares of TELUS Digital that it and its affiliates do not already own. The full text of this special resolution, also known as the arrangement resolution, is set forth in Appendix A to the Management Information Circular. For all of the reasons discussed in the Management Information Circular, the company's Board of Directors, other than those directors who have declared an interest in the arrangement, has unanimously recommended that shareholders vote in favor of the arrangement resolution. The arrangement resolution must be passed by, on the first hand, at least two-thirds of the votes cast by holders of subordinate voting shares and multiple voting shares present in person or by proxy at this meeting, voting together as a single class. On the second hand, a simple majority of the votes cast by the holders of subordinate voting shares present in person or by proxy, excluding any votes cast by those shareholders whose votes are required to be excluded in accordance with Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. For this latter purpose, the votes attached to approximately 5.51% of subordinate voting shares held by shareholders must be excluded. Unless otherwise directed, management will vote all shares for which they have been designated proxy in favor of the arrangement resolution. I move that the arrangement involving TELUS Digital and TELUS Corporation under Section 288 of the Business Corporations Act (British Columbia), all as more particularly described in the Management Information Circular dated September 17, 2025, be approved. Mr. Chair, my name is Abby Sills, and I am a registered shareholder. I second the motion. Thank you, Abby. The motion is now on the floor. Michele, are there any questions on the motion? There are no questions or comments to be addressed, Josh. Thank you. As there are no questions or comments, discussion of the motion is now closed. If you have not already done so, please vote on the motion. I will give you a few more moments to finalize your vote selections. Thank you. The polls are now closed. The scrutineer has tabulated the results, and we can confirm the results. The special resolution approving the arrangement has passed resoundingly. A copy of the scrutineer's report with the tabulated results will be available upon request after the meeting. The official results of the meeting will be available on our profile on cedarplus.ca and sec.gov, and on TELUS International's Investor Relations website following today's meeting. Now that we have completed the formal items of business for this meeting, with the consent of the meeting, I declare the meeting terminated. On behalf of the TELUS International Board and our management team, I want to express our deepest gratitude to our shareholders for your support today, and more importantly, your unwavering support throughout our journey as a public company. We are truly appreciative of the trust you have placed in us over these years. As we embark on this new chapter as a private arm of TELUS Corporation, we remain highly confident in our future prospects and focused on delivering exceptional value for our customers, for our team members, and for our communities. TELUS International is committed to its role as a trusted provider of digital customer experience solutions and AI innovations. As part of TELUS Corporation, we are excited about the opportunities ahead and look forward to building on our strong foundation to drive continued innovation and growth. This officially concludes the meeting. Thank you all for your attention today. Goodbye and take care.
Loading workspace