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Filed pursuant to General Instruction II.L. of Form F-10
File No. 333-238061

PROSPECTUS SUPPLEMENT


To a Short Form Base Shelf Prospectus dated May 13, 2020

LOGO

TELUS Corporation

$1,300,455,000

51,300,000 Common Shares

TELUS Corporation ("TELUS" or the "Company") is offering (the "Offering") 51,300,000 common shares in the capital of the Company (the "Firm Shares") at a price of $25.35 per Firm Share (the "Offering Price"). The Offering Price has been determined by negotiation between TELUS and RBC Dominion Securities Inc. and CIBC World Markets Inc. (collectively, the "Lead Underwriters"), on their own behalf and on behalf of the other Underwriters (as defined herein). The common shares of TELUS (the "Common Shares") are listed on the Toronto Stock Exchange (the "TSX") under the symbol "T" and on the New York Stock Exchange (the "NYSE") under the symbol "TU". On March 25, 2021, the last trading day before the date of this prospectus supplement, the closing price of the Common Shares on the TSX was $26.24 and on the NYSE was US$20.80. The Company has applied to the TSX and the NYSE to list the Offered Shares (as defined herein). Listings will be subject to TELUS fulfilling all the listing requirements of the TSX and the NYSE, as applicable.

This offering is made by a Canadian corporation that is permitted, under a multijurisdictional disclosure system adopted by the securities regulatory authorities in Canada and the United States, to prepare this prospectus supplement, and the short form base shelf prospectus to which it relates, in accordance with the disclosure requirements of Canada. Prospective investors in the United States should be aware that such requirements are different from those of the United States. The financial statements included or incorporated herein have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and thus may not be comparable to financial statements of United States companies.

Prospective investors in the United States should be aware that the acquisition of the Common Shares described herein may have tax consequences both in the United States and in Canada. Such consequences for investors who are resident in, or citizens of, the United States may not be fully described herein.

The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Company is incorporated or organized under the laws of Canada, that some or all of its officers and directors may be residents of a country other than the United States, that some or all of the underwriters or experts named herein may be residents of a country other than the United States, and that all or a substantial portion of the assets of the Company and such persons may be located outside the United States.

The securities offered pursuant to this prospectus supplement have not been approved or disapproved by the United States Securities and Exchange Commission (the "SEC") nor has the SEC passed upon the accuracy or adequacy of this prospectus supplement or the short form base shelf prospectus to which this prospectus supplement relates. Any representation to the contrary is a criminal offense.

 
  $25.35 per Firm Share    
 
 
  Price to
the Public(1)(2)
  Underwriters'
Fee(3)
  Net Proceeds
to the
Company(4)
 

Per Firm Share

  $ 25.35   $ 0.89   $ 24.46  

Total(5)

  $ 1,300,455,000   $ 45,515,925   $
1,254,939,075  

Notes:

(1)
The Offering Price has been determined by negotiation between TELUS and the Lead Underwriters, on their own behalf and on behalf of the other Underwriters.

(2)
The price to the public is payable to the Underwriters in Canadian dollars and proceeds to TELUS will be payable by the Underwriters in Canadian dollars.

(3)
TELUS has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). See "Plan of Distribution".

(4)
Before deducting expenses of this Offering estimated at $1,250,000 which, together with the Underwriters' fee, will be paid from the general funds of the Company.

(5)
The Company has granted to the Underwriters an option (the "Over-Allotment Option"), exercisable in whole or in part at the sole discretion of the Underwriters at any time until the date that is 30 days following the Closing Date, to purchase up to an additional 7,695,000 Common Shares at the Offering Price (representing up to 15% of the number of Common Shares sold pursuant to the Offering) (the "Option Shares", and together with the Firm Shares, the "Offered Shares") to cover over-allocations, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the Total Price to the Public, Underwriters' Fee and Net Proceeds to the Company, before

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    deducting expenses of the Offering, will be approximately $1,496 million, $53 million and $1,443 million, respectively. This prospectus supplement also qualifies the grant of the Over-Allotment Option and distribution of any additional Option Shares issuable upon exercise of the Over-Allotment Option. A purchaser who acquires Common Shares forming part of the Underwriters' over-allocation position acquires those Common Shares under this prospectus supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. Unless the context otherwise requires, references to Offered Shares include the Common Shares issuable upon exercise of the Over-Allotment Option. See "Plan of Distribution".

    The following table sets forth the number of Common Shares that may be issued by the Company pursuant to the Over-Allotment Option:

Underwriters'
Position
  Number of Securities
Available
  Exercise Period   Exercise Price

Over-Allotment Option

  7,695,000 Common Shares   Exercisable at any time until the date that is 30 days following the Closing Date   $25.35 per Common Share

    RBC Dominion Securities Inc., CIBC World Markets Inc., BMO Nesbitt Burns Inc., Scotia Capital Inc., TD Securities Inc., National Bank Financial Inc., HSBC Securities (Canada) Inc., Desjardins Securities Inc., J.P. Morgan Securities Canada Inc., Wells Fargo Securities Canada, Ltd., Canaccord Genuity Corp., and Morgan Stanley Canada Limited (collectively, the "Underwriters"), as principals, conditionally offer the Offered Shares, subject to prior sale, if, as and when issued and sold by TELUS and delivered to, and accepted by, the Underwriters in accordance with the conditions of the underwriting agreement described under "Plan of Distribution" and subject to the approval of certain legal matters on behalf of TELUS by Norton Rose Fulbright Canada LLP of Toronto, Ontario, the Company's Canadian counsel, and by Paul, Weiss, Rifkind, Wharton & Garrison LLP of New York, New York, the Company's U.S. counsel, and on behalf of the Underwriters by Osler, Hoskin & Harcourt LLP of Toronto, Ontario and New York, New York, the Underwriters' Canadian and U.S. counsel. Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is expected that the Offered Shares will be available for delivery in book-entry form only. The closing of this Offering is expected to take place on or about March 31, 2021, or such later date as may be agreed upon, but in any event not later than April 9, 2021 (the "Closing Date").

    The Underwriters propose to initially offer the Offered Shares at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Offered Shares at the Offering Price, the Underwriters may subsequently reduce the selling price of the Offered Shares to purchasers. If the selling price is reduced, the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by the purchasers for the Offered Shares is less than the gross proceeds paid by the Underwriters to the Company. See "Plan of Distribution".

    Investors should rely only on the information contained in or incorporated by reference in this prospectus supplement. The Company has not authorized anyone to provide investors with different information. The Company is not offering the Offered Shares in any jurisdiction in which the offer is not permitted. Investors should not assume that the information contained in this prospectus supplement is accurate as of any date other than the date on the front page of this prospectus supplement.

    It is expected that the Offered Shares will be registered in the name of CDS Clearing and Depository Services Inc. ("CDS") or its nominee and that the Firm Shares will be deposited with CDS on the Closing Date. No certificate evidencing the Offered Shares will be issued to purchasers and registration will be made in the depository service of CDS. Purchasers of the Offered Shares will receive only a customer confirmation from the Underwriters or other registered dealer who is a CDS participant and from or through whom a beneficial interest in the Offered Shares is purchased.

    Unless otherwise indicated, the disclosure contained in this prospectus supplement assumes that the Over-Allotment Option has not been exercised.

    TELUS maintains its registered office at 510 W. Georgia St., 7th Floor, Vancouver, British Columbia V6B 0M3 and its executive office at 510 W. Georgia St., 23rd Floor, Vancouver, British Columbia V6B 0M3.

    Subject to applicable laws, the Underwriters may, in connection with the Offering, over-allot or effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail on the open market. Such transactions, if commenced, may be discontinued at any time. In certain circumstances, the Underwriters may offer the Offered Shares at a price lower than the Offering Price. See "Plan of Distribution".

    The Offered Shares will generally be qualified investments under the Income Tax Act (Canada). See "Eligibility for Investment".

    An investment in the Common Shares bears certain risks. See "Risk Factors" on page S-14 of this prospectus supplement.

    Each of the Underwriters, other than Canaccord Genuity Corp. and Morgan Stanley Canada Limited, is an affiliate of a financial institution which is a lender to the Company under a $2.25 billion unsecured credit facility with a syndicate of financial institutions (the "2018 Credit Facility"). Each of the Underwriters, other than J.P. Morgan Securities Canada Inc., Canaccord Genuity Corp., and Morgan Stanley Canada Limited, is an affiliate of a financial institution which is a lender to TELUS International (Cda) Inc. ("TELUS International" or "TI") under an approximately US$1.7 billion bank credit facility, secured by its assets, expiring on January 28, 2025, other than amounts owing under a US$250 million term loan component of such facility which will become due on December 22, 2022 (the "TELUS International Credit Facility"). Consequently, the Company may be considered to be a connected issuer of each such Underwriter for purposes of securities legislation of the provinces of Canada. See "Plan of Distribution".

    Joint Book-Running Managers

RBC Capital Markets   CIBC Capital Markets

BMO Capital Markets   Scotiabank   TD Securities

    Co-Managers

National Bank of Canada
Financial Markets
  HSBC   Desjardins Capital
Markets

J.P. Morgan

 

Wells Fargo Securities

 

Canaccord Genuity

 

Morgan Stanley

    Dated March 26, 2021


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TABLE OF CONTENTS

 
  Page  

Base Shelf Prospectus

       

DOCUMENTS INCORPORATED BY REFERENCE

   
1
 

REFERENCE TO CURRENCY

    3  

FORWARD-LOOKING STATEMENTS

    3  

TELUS CORPORATION

    7  

USE OF PROCEEDS

    8  

EARNINGS COVERAGE RATIOS

    8  

PRIOR SALES

    8  

MARKET PRICE AND TRADING VOLUME

    9  

DESCRIPTION OF DEBT SECURITIES

    9  

DESCRIPTION OF SHARE CAPITAL

    22  

DESCRIPTION OF WARRANTS

    25  

DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE OR EQUITY UNITS

    27  

DESCRIPTION OF SUBSCRIPTION RECEIPTS

    28  

DENOMINATIONS, REGISTRATION AND TRANSFER

    29  

RISK FACTORS

    30  

PLAN OF DISTRIBUTION

    30  

LEGAL MATTERS

    30  

EXPERTS

    30  

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

    30  

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CURRENCY

        Unless otherwise indicated, all references to "$" or "dollar" in this prospectus supplement refer to the Canadian dollar and all references to "US$" or "US dollar" in this prospectus supplement refer to the United States dollar. For information purposes, the daily average exchange rate as reported by the Bank of Canada on March 25, 2021 was US$1.00 = $1.2606.


DOCUMENTS INCORPORATED BY REFERENCE

        This prospectus supplement is deemed to be incorporated by reference into the accompanying short form base shelf prospectus of TELUS dated May 13, 2020 (the "short form base shelf prospectus") solely for the purposes of this Offering. Other documents are also incorporated or deemed to be incorporated by reference into the short form base shelf prospectus and reference should be made to the short form base shelf prospectus for full particulars thereof.

        The following documents, which have been filed by the Company with securities commissions or similar authorities in Canada, are also specifically incorporated by reference into and form an integral part of the short form base shelf prospectus, as supplemented by this prospectus supplement:

(a)

  the annual information form of the Company dated February 11, 2021, for the year ended December 31,  2020;

(b)

 

the audited consolidated financial statements of the Company as at and for the years ended December 31, 2020 and 2019, together with the report of the independent registered public accounting firm thereon and the notes thereto;

(c)

 

Management's Discussion and Analysis of financial results for the year ended December 31, 2020;

(d)

 

the information circular dated March 11, 2020, prepared in connection with the Company's annual general meeting held on May 7, 2020; and

(e)

 

the "template version" of the "marketing materials" (as such terms are defined in National Instrument 41-101 — General Prospectus Requirements ("NI 41-101")) for this Offering, consisting of a term sheet dated March 25, 2021 (the "Term Sheet").

        A "template version" of the "marketing materials" (as such terms are defined under NI 41-101) for this Offering, consisting of the Term Sheet, was filed with the securities commission or similar regulatory authority in each of the provinces of Canada on March 25, 2021. The template version of the marketing materials is incorporated by reference into this prospectus supplement, but is not part of this prospectus supplement to the extent that its contents have been modified or superseded by a statement contained in this prospectus supplement. In addition, any template version of any other marketing materials filed with the securities commission or similar authority in each of the provinces of Canada in connection with this Offering after the date hereof but prior to the termination of the distribution of the securities under this prospectus supplement is deemed to be incorporated by reference herein.

        Any statement contained in the short form base shelf prospectus, in this prospectus supplement or in any document incorporated or deemed to be incorporated by reference in the short form base shelf prospectus for the purposes of this Offering shall be deemed to be modified or superseded, for purposes of this prospectus supplement, to the extent that a statement contained herein or in the short form base shelf prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein or in the short form base shelf prospectus modifies or supersedes such prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document which it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this prospectus supplement, except as so modified or superseded.

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        Any document of the type required by National Instrument 44-101 — Short Form Prospectus Distributions to be incorporated by reference into a prospectus supplement, including any annual information forms, material change reports (except confidential material change reports), business acquisition reports, interim financial statements, annual financial statements (in each case, including exhibits containing updated earnings coverage information) and the independent auditor's report thereon, management's discussion and analysis and information circulars of TELUS filed by TELUS with securities commissions or similar authorities in Canada after the date of this prospectus supplement and prior to the completion or termination of the Offering shall be deemed to be incorporated by reference into this prospectus supplement.

        In addition, to the extent indicated in any Report on Form 6-K filed with the SEC or in any Report on Form 40-F filed with the SEC, any information included therein shall be deemed to be incorporated by reference in this prospectus supplement.


WHERE YOU CAN FIND MORE INFORMATION

        Information has been incorporated by reference in the accompanying short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of this prospectus supplement, together with the short form base shelf prospectus and documents incorporated by reference therein, may be obtained on request without charge from the Chief Legal and Governance Officer of TELUS at 510 W. Georgia St., 23rd Floor, Vancouver, British Columbia V6B 0M3 (telephone 604.695.6420). Copies of these documents are also available electronically on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.


FORWARD-LOOKING STATEMENTS

        This prospectus supplement and the short form base shelf prospectus to which it relates, together with the documents incorporated by reference herein and therein, contain forward-looking statements about expected events and the financial and operating performance of TELUS.

        Forward-looking statements include any statements that do not refer to historical facts. They include, but are not limited to, statements relating to the Company's objectives and its strategies to achieve those objectives, its targets, outlook, updates, including the anticipated benefits and efficiencies of the accelerated investments in fibre and 5G, the timing of the accelerated investment program in 2021 and completing it by the end of 2022, plans for future annual capital expenditures to decline including expected cash flow, revenue and EBITDA growth resulting from the accelerated investments, its plans and expectations regarding the impact of the COVID-19 pandemic and responses to it, and its multi-year dividend growth program. Forward-looking statements are typically identified by the words "assumption", "goal", "guidance", "objective", "outlook", "strategy", "target" and other similar expressions, or future or conditional verbs such as "aim", "anticipate", "believe", "could", "expect", "intend", "may", "plan", "predict", "seek", "should", "strive" and "will".

        By their nature, forward-looking statements are subject to inherent risks and uncertainties and are based on assumptions, including assumptions about future economic conditions and courses of action. These assumptions may ultimately prove to have been inaccurate and, as a result, the Company's actual results or events may differ materially from expectations expressed in or implied by the forward-looking statements.

        Risks and uncertainties that could cause actual performance or events to differ materially from the forward-looking statements made herein and in other TELUS filings incorporated by reference herein include, but are not limited to, the following:

    The COVID-19 pandemic including: its impacts on the Company's customers, its suppliers and vendors, its team members and its communities, as well as changes resulting from the pandemic to the Company's business and operations including to the demand for and supply of the products and services that the Company offers and the channels through which it offers them.

    Regulatory decisions and developments including: changes to the Company's regulatory regime (the timing of announcement or implementation of which are uncertain) or the outcomes of proceedings, cases or inquiries relating to its application, including but not limited to those set out in Section 9.4 "Communications industry regulatory developments and proceedings" in the Company's Management's Discussion and Analysis of financial results for the year ended December 31, 2020, such as the potential

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      for government to allow consolidation of competitors in the Company's industry or conversely for government intervention to further increase competition, for example, through mandated wholesale access; the potential for additional government intervention on pricing, including the March 2020 announcement by the federal government (reiterated in June 2020) targeting a 25% price reduction over a two-year period by the national wireless carriers in wireless plans using between two to six GB of data; federal and provincial consumer protection legislation and regulation including the introduction by the federal government of Bill C-11, the Digital Charter Implementation Act, 2020, which, aims to give consumers new rights and imposes new monetary penalties for non-compliance; amendments to existing federal legislation; potential threats to unitary federal regulatory authority over communications in Canada; potential threats to the Canadian Radio-television and Telecommunications Commission's ability to enforce the Wholesale Code, which aims to ensure the fair treatment by vertically integrated firms of rival broadcasting distributors and programming services; regulatory action by the Competition Bureau or other regulatory agencies; spectrum and compliance with licences, including the Company's compliance with licence conditions, changes to spectrum licence fees, spectrum policy determinations such as restrictions on the purchase, sale, subordination and transfer of spectrum licences, the cost, availability and timing of spectrum, and ongoing and future consultations and decisions on spectrum licensing and policy frameworks, auctions and allocation; the impact on the Company and other Canadian telecommunications carriers of government or regulatory actions with respect to certain countries or suppliers, including U.S. federal regulations pertaining to certain technology transactions deemed to constitute national security risks and the imposition of additional licence requirements on the export, re-export and transfer of goods, services and technology to Huawei Technologies Co. Ltd. and its non-U.S. affiliates, and decisions of other foreign governments, which could result in a general shortage of chip sets and other equipment; restrictions on non-Canadian ownership and control of the Common Shares and the ongoing monitoring of and compliance with such restrictions; unanticipated changes to the current copyright regime; and the Company's ability to comply with complex and changing regulation of the healthcare and medical devices industry in the jurisdictions in which the Company operates, including as an operator of health clinics. The jurisdictions in which the Company operates, as well as the contracts that the Company enters into (particularly those of TELUS International business), require the Company to comply with or facilitate its clients' compliance with numerous, complex and sometimes conflicting legal regimes, both domestically and internationally. See TELUS International financial performance which impacts the Company's financial performance.

    Competitive environment including: the Company's ability to continue to retain customers through an enhanced customer service experience that is differentiated from its competitors, including through the deployment and operation of evolving wireless and wireline infrastructure; intense wireless competition, including the ability of industry competitors to successfully combine a mix of internet services and, in some cases, wireless services under one bundled and/or discounted monthly rate, along with their existing broadcast or satellite-based TV services; the success of new products, services and supporting systems, such as home automation security and Internet of Things ("IoT") services for internet-connected devices; wireline voice and data competition, including continued intense rivalry across all services among wireless and wireline telecommunications companies, cable companies, other communications companies and over-the-top ("OTT") services, which, among other things, places pressures on current and future mobile phone average billing per subscriber per month ("ABPU"), mobile phone average revenue per subscriber per month ("ARPU"), cost of acquisition, cost of retention and churn rate for all services, as do customer usage patterns, increased data bucket sizes or flat-rate pricing trends for voice and data, such as the Company's Peace of Mind™ plans and comparable plans, inclusive rate plans for voice and data and availability of Wi-Fi networks for data; mergers and acquisitions of industry competitors; pressures on internet and TV ARPU and churn rate resulting from market conditions, government actions and customer usage patterns; residential voice and business network access line losses; subscriber additions and retention volumes, and associated costs for wireless, TV and internet services; the Company's ability to obtain and offer content on a timely basis across multiple devices on wireless and TV platforms at a reasonable cost as content costs per unit continue to grow; vertical integration in the broadcasting industry resulting in competitors owning broadcast content services, and timely and effective enforcement of related regulatory safeguards; TI's ability to compete with professional services companies that offer

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      consulting services, information technology companies with digital capabilities, and traditional contact center and business process outsourcing companies that are expanding their capabilities to offer higher-margin and higher-growth digital services; in the Company's TELUS Health business, the Company's ability to compete with other providers of electronic medical records and pharmacy management products, claims adjudicators, systems integrators and health service providers including those that own a vertically integrated mix of health services delivery, IT solutions, and related services, and global providers that could achieve expanded Canadian footprints; and in the provision of virtual healthcare services, preventative health services and personal emergency response services; and in the Company's TELUS Agriculture business, while the Company maintains a broad solution set as compared to other agriculture technology providers, the Company's ability to compete with focused software and IoT competitors.

    Technological substitution including: reduced utilization and increased commoditization of traditional wireline voice services (local and long distance) resulting from impacts of OTT applications and wireless substitution; a declining overall market for TV services, including as a result of content piracy and signal theft, a rise in OTT direct-to-consumer video offerings and virtual multichannel video programming distribution platforms; the increasing number of households that have only wireless and/or internet-based telephone services; potential declines in mobile phone ABPU and ARPU as a result of, among other factors, substitution by messaging and OTT applications; substitution by increasingly available Wi-Fi services; and disruptive technologies, such as OTT IP services, including software-defined networks in the business market, that may displace or cause the Company to reprice its existing data services.

    Challenges to the Company's ability to deploy technology including: high subscriber demand for data that challenges wireless networks and spectrum capacity levels and may be accompanied by increases in delivery cost; the Company's reliance on information technology and its ability to streamline its legacy systems; the roll-out and evolution of wireless broadband technologies and systems, including video distribution platforms and telecommunications network technologies (broadband initiatives, such as fibre-to-the-premises ("FTTP"), wireless small-cell deployment, 5G wireless and availability of resources and ability to build out adequate broadband capacity); the Company's reliance on wireless network access agreements, which have facilitated the Company's deployment of wireless technologies; the Company's choice of suppliers and those suppliers' ability to maintain and service their product lines, which could affect the success of upgrades to, and evolution of, technology that it offers; supplier limitations and concentration and market power for products such as network equipment, TELUS TV® and wireless handsets; the Company's expected long-term need to acquire additional spectrum capacity through future spectrum auctions and from third parties to address increasing demand for data and its ability to utilize spectrum it acquires; deployment and operation of new wireline broadband network technologies at a reasonable cost and the availability and success of new products and services to be rolled out using such network technologies; network reliability and change management; and deployment of the Company's self-learning tools and automation that may change the way the Company interacts with customers.

    Capital expenditure levels and potential outlays for spectrum licences in auctions or purchases from third parties, affect and are affected by: the Company's broadband initiatives, including connecting more homes and businesses directly to fibre; the Company's ongoing deployment of newer wireless technologies, including wireless small cells to improve coverage and capacity; investments in network resiliency and reliability, including to address changes in usage resulting from restrictions imposed in response to COVID-19; the allocation of resources to acquisitions and future wireless spectrum auctions held by Innovation, Science and Economic Development Canada, including the 3500 MHz spectrum auction scheduled to take place in June 2021 and the millimetre wave spectrum auction, which the Minister of Innovation, Science and Industry stated is expected to commence in 2021, but the Company believes may not take place until 2022 or later, and the announcement of a formal consultation on the auctioning of the 3800 MHz spectrum, expected to take place in 2023. The Company's capital expenditure levels could be impacted if it does not achieve its targeted operational and financial results or by changes to the Company's regulatory environment.

    Operational performance and business combination risks including: the Company's reliance on legacy systems and ability to implement and support new products and services and business operations in a

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      timely manner; the Company's ability to manage the requirements of large enterprise deals; its ability to implement effective change management for system replacements and upgrades, process redesigns and business integrations (such as the Company's ability to successfully complete and integrate acquisitions into the Company's operations and culture, complete divestitures or establish partnerships in a timely manner and realize expected strategic benefits, including those following compliance with any regulatory orders); the Company's ability to identify and manage new risks inherent in new service offerings that the Company may provide, including as a result of acquisitions, which could result in damage to the Company's brand, the Company's business in the relevant area or as a whole, and additional exposure to litigation or regulatory proceedings; and the Company's ability to effectively manage its infrastructure and team member expansion.

    Data protection including: risks that malfunctions or unlawful acts could result in unauthorized access to, change, loss, or distribution of data, which may compromise the privacy of individuals and could result in financial loss and harm to the Company's reputation and brand.

    Security threats including: intentional damage or unauthorized access or attempted access to the Company's physical assets or the Company's IT systems and networks, which could prevent the Company from providing reliable service or result in unauthorized access to the Company's information or that of the Company's customers.

    Ability to successfully implement cost reduction initiatives and realize planned savings, net of restructuring and other costs, without losing customer service focus or negatively affecting business operations. Examples of these initiatives are: the Company's operating efficiency and effectiveness program to drive improvements in financial results; business integrations; business product simplification; business process automation and outsourcing; offshoring and reorganizations; procurement initiatives; and real estate rationalization.

    Foreign operations and the Company's ability to successfully manage operations in foreign jurisdictions, including managing risks such as currency fluctuations and exposure to various economic, international trade, political and other risks of doing business globally.

    Business continuity events including: the Company's ability to maintain customer service and operate its network in the event of human error or human-caused threats, such as cyberattacks and equipment failures that could cause various degrees of network outages; technical disruptions and infrastructure breakdowns; supply chain disruptions, delays and economics, including as a result of government restrictions or trade actions; natural disaster threats; extreme weather events; epidemics; pandemics (including the ongoing COVID-19 pandemic); political instability in certain international locations; information security and privacy breaches, including data loss or theft of data; and the completeness and effectiveness of business continuity and disaster recovery plans and responses.

    TELUS International's financial performance which impacts the Company's financial performance. Factors that may affect TI's financial performance are described in TI's public filings available on SEDAR and EDGAR and may include: intense competition from companies offering similar services; TI's ability to grow and maintain its profitability as changes in technology and client expectations outpace service offerings and internal tools and processes; TI maintaining its culture as it grows; effects of economic and geopolitical conditions on its clients' businesses and demand for its services; a significant portion of TI's revenue being dependent on a limited number of large clients; continued consolidation in many of the verticals in which TI offers services could result in the loss of a client; attracting and retaining qualified team members to support its operations; adverse impacts of COVID-19 on TI's business and financial results; TI's business being adversely affected if certain independent contractors were classified as employees, and the costs associated with defending, settling or resolving any future lawsuits (including demands for arbitration) relating to the independent contractor classification; TI's ability to successfully identify, complete, integrate and realize the benefits of acquisitions and manage associated risks; cyberattacks or unauthorized disclosure resulting in access to sensitive or confidential information and data of its clients or their end customers could have a negative impact on its reputation and client confidence; business development not developing in ways it currently anticipates due to negative public reaction to offshore outsourcing, proposed legislation or otherwise; ability to meet client expectations

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      regarding its content moderation services being adversely impacted due to factors beyond its control and its content moderation team members may suffer adverse emotional or cognitive effects in the course of performing their work; and TI's lack of history operating as a separate, publicly traded company. The price of the subordinate voting shares of TI ("TI Subordinate Voting Shares") may be volatile and is likely to fluctuate due to a number of factors beyond its control, including actual or anticipated changes in profitability; general economic, social or political developments; changes in industry conditions; changes in governance regulation; inflation; the general state of the securities markets; and other material events. TI may choose to publicize targets or provide other guidance regarding its business and it may not achieve such targets. Failure to do so could also result in a reduction in the trading price of the TI Subordinate Voting Shares. A reduction in the trading price of the TI Subordinate Voting Shares due to these or other factors could result in a reduction in the fair value of TI multiple voting shares held by TELUS.

    Human resource matters including: recruitment, retention and appropriate training in a highly competitive industry (including retention of team members leading recent acquisitions in emerging areas of the Company's business), the level of the Company's employee engagement, its ability to maintain its unique culture as it grows, the risk that certain independent contractors of TI's Lionbridge AI business could be classified as employees, and the health of its team.

    Financing and debt requirements including: the Company's ability to carry out financing activities, refinance its maturing debt, lower its net debt to EBITDA ratio to its objective range given the cash demands of spectrum auctions and/or maintain investment grade credit ratings in the range of BBB+ or the equivalent. The Company's business plans and growth could be negatively affected if existing financing is not sufficient to cover the Company's funding requirements.

    Lower than planned free cash flow could constrain the Company's ability to invest in operations, reduce leverage or return capital to shareholders, and could affect the Company's ability to sustain its dividend growth program through 2022. This program may be affected by factors such as the competitive environment, economic performance in Canada, the Company's earnings and free cash flow, the Company's levels of capital expenditures and spectrum licence purchases, acquisitions, the management of the Company's capital structure, regulatory decisions and developments, and business continuity events. Quarterly dividend decisions are subject to assessment and determination by the Company's Board of Directors based on the Company's financial position and outlook. Common Shares may be purchased under the Company's normal course issuer bid ("NCIB") if and when the Company implements one and if the Company considers it opportunistic, based on the Company's financial position and outlook, and the market price of TELUS Common Shares. There can be no assurance that the Company's dividend growth program or that any NCIB will be implemented, maintained, unchanged and/or completed.

    Taxation matters including: interpretation of complex domestic and foreign tax laws by the relevant tax authorities that may differ from the Company's interpretations; the timing and character of income and deductions, such as tax depreciation and operating expenses; tax credits or other attributes; changes in tax laws, including tax rates; tax expenses being materially different than anticipated, including the taxability of income and deductibility of tax attributes; elimination of income tax deferrals through the use of different tax year-ends for operating partnerships and corporate partners; and changes to the interpretation of tax laws or administrative or assessing practices of tax authorities, including those resulting from changes to applicable accounting standards or the adoption of more aggressive auditing practices by tax authorities, tax reassessments or adverse court decisions impacting the tax payable by the Company.

    Litigation and legal matters including: the Company's ability to successfully respond to investigations and regulatory proceedings; the Company's ability to defend against existing and potential claims and lawsuits (including intellectual property infringement claims and class actions based on consumer claims, data, privacy or security breaches and secondary market liability), or to negotiate and execute upon indemnity rights or other protections in respect of such claims and lawsuits; and the complexity of legal compliance

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      in domestic and foreign jurisdictions, including compliance with competition, anti-bribery and foreign corrupt practices laws.

    Health, safety and the environment including: lost employee work time resulting from illness or injury; public concerns related to radio frequency emissions; environmental issues affecting the Company's business, including climate related risk (such as extreme weather events and other natural hazards), waste and waste recycling, risks relating to fuel systems on the Company's properties, changing government and public expectations regarding environmental matters and the Company's responses; and challenges associated with epidemics or pandemics, including the COVID-19 pandemic and the Company's response to it, which may add to or accentuate these factors.

    Economic growth and fluctuations including: the state of the economy in Canada, which may be influenced by economic and other developments outside of Canada, including potential outcomes of yet unknown policies and actions of foreign governments and the ongoing COVID-19 pandemic as well as public and private sector responses to the pandemic; expectations of future interest rates; inflation; unemployment levels; effects of fluctuating oil prices; effects of low business spending (such as reducing investments and cost structure); pension investment returns, funding and solvency discount rates; fluctuations in foreign exchange rates of the currencies in the regions in which the Company operates; sovereign credit ratings and effects on the cost of borrowing; the impact of tariffs on trade between Canada and the U.S., and global implications of the trade dynamic between major world economies.

        These risks are described in additional detail in the Company's Management's Discussion and Analysis of financial results for the year ended December 31, 2020. Those descriptions are incorporated by reference in this cautionary statement but are not intended to be a complete list of the risks that could affect the Company.

        Many of these factors are beyond the Company's control or its current expectations or knowledge. Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial may also have a material adverse effect on its financial position, financial performance, cash flows, business or reputation. Except as otherwise indicated in this prospectus supplement and the short form base shelf prospectus to which it relates, the forward-looking statements made herein do not reflect the potential impact of any non-recurring or special items or any mergers, acquisitions, dispositions or other business combinations or transactions that may be announced or that may occur after the date of this prospectus supplement.

        Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements in this prospectus supplement and the short form base shelf prospectus to which it relates describe the Company's expectations and are based on its assumptions as at the date hereof and are subject to change after this date. Except as required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statements.

        This cautionary statement qualifies all of the forward-looking statements in this prospectus supplement and the short form base shelf prospectus to which it relates including in each case the documents incorporated by reference.

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SUMMARY

        The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information contained elsewhere in this prospectus supplement and the accompanying short form base shelf prospectus to which it relates and in the documents incorporated by reference herein and therein. Unless the context otherwise indicates, references in this prospectus supplement to "TELUS" or the "Company" are references to TELUS Corporation, its consolidated subsidiaries and predecessor companies. References to "$" or "dollar" are to Canadian dollars and references to "US$" or "US dollar" are to United States dollars.

The Offering

Issuer

 

TELUS Corporation

Securities Offered

 

Treasury offering of 51,300,000 Common Shares, before giving effect to the Over-Allotment Option.

Common Shares outstanding as of the date hereof

 

1,297,509,602 Common Shares

Common Shares to be outstanding upon closing of the Offering

 

1,348,809,602 Common Shares, before giving effect to the Over-Allotment Option

Over-Allotment Option

 

The Company has granted the Underwriters an option, exercisable at the Offering Price at any time until 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any and for market stabilization purposes.

Use of Proceeds

 

The total net proceeds to be received by the Company from this Offering are estimated to be approximately $1,255 million after payment of commissions to the Underwriters but before deduction of the expenses of this Offering. The net proceeds of this Offering will be used to further strengthen the Company's balance sheet and, principally, to capitalize on a unique strategic opportunity to accelerate its broadband capital investment program, including the substantial advancement of the build-out of TELUS PureFibre infrastructure in Alberta, British Columbia and Eastern Quebec, as well as an accelerated roll-out of the Company's national 5G network. See "Use of Proceeds" and "Consolidated Capitalization".

Stock exchange symbols

 

TSX: "T", NYSE: "TU"

Risk Factors

 

See "Risk Factors" on page S-14 of this prospectus supplement.

 

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CONSOLIDATED CAPITALIZATION

        The following table sets forth the cash and temporary investments, net, and the capitalization of TELUS as at December 31, 2020, on an actual basis and on an as adjusted basis to give effect to: (i) this Offering, and (ii) the use of the net proceeds of the Offering to further strengthen the Company's balance sheet and, principally, to capitalize on a unique strategic opportunity to accelerate its broadband capital investment program, including the substantial advancement of the build-out of TELUS PureFibre infrastructure in Alberta, British Columbia and Eastern Quebec, as well as an accelerated roll-out of the Company's national 5G network. This table should be read in conjunction with the audited consolidated financial statements of the Company as at and for the years ended December 31, 2020 and 2019, together with the report of the independent registered public accounting firm thereon and the notes thereto. All US dollar amounts have been translated into Canadian dollars based on the daily average exchange rate as reported by the Bank of Canada on December 31, 2020 (US$1.00 = $1.2732).

 
  As at December 31, 2020  
 
  Actual   As adjusted  
 
  (millions)
 

Cash and temporary investments, net

  $ 848   $ 2,101 (1)(2)

Amounts arising from arm's-length securitization trust

    100     100  
           

Total short-term debt

    100     100  
           

Long-term debt

             

TELUS Corporation Notes

             

Series CJ: 3.35% due March 2023

    499     499  

Series CK: 3.35% due April 2024

    1,096     1,096  

Series CL: 4.40% due April 2043

    596     596  

Series CN: 5.15% due November 2043

    396     396  

Series CP: 4.85% due April 2044

    885     885  

Series CQ: 3.75% due January 2025

    797     797  

Series CR: 4.75% due January 2045

    395     395  

Series CT: 2.35% due March 2022

    998     998  

Series CU: 4.40% due January 2046

    497     497  

Series CV: 3.75% due March 2026

    596     596  

Series CW: 4.70% due March 2048

    471     471  

Series CX: 3.625% due March 2028

    592     592  

Series CY: 3.30% due May 2029

    987     987  

Series CZ: 2.75% due July 2026

    796     796  

Series CAA: 3.15% due February 2030

    594     594  

Series CAB: 3.95% due February 2050

    792     792  

Series CAC: 2.35% due January 2028

    595     595  

Series CAD: 2.05% due October 2030

    496     496  

2.80% Notes due February 2027(3)

    755     755  

3.70% Notes due September 2027(4)

    632     632  

4.60% Notes due November 2048(5)

    933     933  

4.30% Notes due June 2049(6)

    623     623  

TELUS Corporation Commercial Paper(2)

    731     731  

TELUS Corporation Credit Facilities(2)

         

TELUS International Credit Facility(7)

    1,804     1,804  

TELUS Communications Inc. Debentures

             

Series 3: 10.65% due June 2021

    175     175  

Series 5: 9.65% due April 2022

    248     248  

Series B: 8.80% due September 2025

    199     199  

Lease Liabilities

    1,837     1,837  

Other

    273     273  
           

Total long-term debt

    20,288     20,288  
           

Total debt

    20,388     20,388  
           

Owners' equity:

             

Common Shares offered hereby

        1,300  

Common Shares

    7,677     7,677  

Contributed surplus

    534     534  

Retained earnings

    3,746     3,746  

Accumulated other comprehensive income

    117     117  

Non-controlling interests

    528     528  
           

Total owners' equity

    12,602     13,902  
           

Total capitalization

  $ 32,142   $ 32,189  
           

Notes:

(1)
Reflects approximately $1.3 billion arising from the issue of the Common Shares offered hereby, and assumes the net proceeds from this Offering will be used to further strengthen the Company's balance sheet and, principally, to capitalize on a unique strategic

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    opportunity to accelerate its broadband capital investment program, including the substantial advancement of the build-out of TELUS PureFibre infrastructure in Alberta, British Columbia and Eastern Quebec, as well as an accelerated roll-out of the Company's national 5G network. The amount reflected does not deduct issue costs related to this Offering.

(2)
As at the date of this prospectus supplement, no amounts were drawn on the 2018 Credit Facility and the amount of commercial paper outstanding, all of which was denominated in US dollars, was US$735 million ($926 million, based on the daily average exchange rate as reported by the Bank of Canada on March 25, 2021, which was US$1.00 = $1.2606, before application of the proceeds from this Offering).

(3)
The principal amount of 2.80% Notes due February 2027 outstanding is US$600 million.

(4)
The principal amount of 3.70% Notes due September 2027 outstanding is US$500 million.

(5)
The principal amount of 4.60% Notes due November 2048 outstanding is US$750 million.

(6)
The principal amount of 4.30% Notes due June 2049 outstanding is US$500 million.

(7)
In February 2021, TELUS International made an initial public offering of TI Subordinate Voting Shares; both TELUS and a TELUS International non-controlling shareholder individually also offered TI Subordinate Voting Shares in conjunction with the initial public offering. Net proceeds, excluding tax, to TELUS for the sale of its offered shareholdings were approximately US$154 million ($0.2 billion) and net proceeds to TELUS International from shares offered by TELUS International were approximately US$0.5 billion ($0.6 billion); the proceeds received by TELUS were added to cash and proceeds received by TELUS International were applied to reduce amounts outstanding under the TELUS International Credit Facility, which in both cases reduced the net debt of TELUS. As of the date of this prospectus supplement, US$1.1 billion ($1.4 billion, based on the daily average exchange rate as reported by the Bank of Canada on March 25, 2021, which was US$1.00=$1.2606) was drawn on the TELUS International Credit Facility.


USE OF PROCEEDS

        The total net proceeds to be received by the Company from this Offering are estimated to be approximately $1,255 million after payment of commissions to the Underwriters but before deduction of the expenses of this Offering. The net proceeds will be used to further strengthen the Company's balance sheet and, principally, to capitalize on a unique strategic opportunity to accelerate its broadband capital investment program, including the substantial advancement of the build-out of TELUS PureFibre infrastructure in Alberta, British Columbia and Eastern Quebec, as well as an accelerated roll-out of the Company's national 5G network. See "Consolidated Capitalization".

        The Company anticipates that approximately $500 to $750 million of the accelerated capital investments will be earmarked for 2021, over and above its previous target of $2.75 billion, dependent upon its ability to ramp up resources and suppliers. The balance of approximately $750 million to $1.0 billion is expected to be brought forward into 2022, in addition to TELUS' planned annual capital expenditures of $2.75 billion for next year. Investing from a position of strength and leadership, this accelerated broadband expansion program will significantly enhance TELUS' fibre buildout across key markets in British Columbia, Alberta and Eastern Quebec, as well as advance investments related to the expansion of our 5G footprint, including network readiness for 5G spectrum and system upgrades.

        These transformational investments are expected to significantly bolster TELUS' customer experience leadership and competitive position, enabling up to 225,000 additional rural and urban premises with its fibre technology, and enhancing the speed and coverage of its leading wireless network through the accelerated build-out of 5G. These generational investments are expected to drive enhanced customer growth and the realization of accelerated operating efficiencies, including advancing its copper decommissioning plans.

        These investments will also result in positive cash flow benefits, as TELUS completes the accelerated build, including a faster than expected reduction in capital expenditures in outer years. With the expected completion of the stepped-up broadband build in 2022, the Company anticipates normal course annual capital expenditures, excluding spectrum purchases, to decline by at least $250 million, to approximately $2.5 billion or less, beginning in 2023.

        TELUS expects this accelerated and opportunistic broadband program to significantly support elevated revenue growth and, enhanced efficiencies resulting in incremental flow-through to EBITDA in future years. TELUS is reviewing its annual consolidated guidance to take into account the use of proceeds from the Offering and will update it, as required, with the release of its first quarter 2021 results, on May 7, 2021.

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PRIOR SALES

        For the 12-month period prior to the date hereof, the Company has issued or granted Common Shares and securities convertible into Common Shares as listed on the table set forth below:

Date
  Type of Security
Issued
  Reason for
Issuance
  Number of
Securities Issued
  Issuance / Exercise
Price per Security
($)

March 31, 2020 - March 15, 2021

  Common Share Purchase Options ("Options")   Grant of Options     3,179,400   $21.59 (weighted average price)

March 30, 2020 - March 15, 2021

  Restricted Share Units ("RSUs")   Grants of RSUs     3,555,641   $25.50 (weighted average price)

April 1, 2020 - March 1, 2020

  Common Shares   Dividend Reinvestment and Share Purchase Plan     24,586,689   $22.90 (weighted average price)

February 26, 2021

  Performance Share Units ("PSUs")   Grant of PSUs     410,981   $25.76 (weighted average price)

March 31, 2020 - December 31, 2020

  Common Shares   Grants of Deferred Share Units     102,376   $22.77 (weighted average price)

December 11, 2020

  Common Shares   Acquisition of Healthism Systems Inc. (dba Input Health Systems)     317,861   $25.17

November 20, 2020

  Common Shares   Vesting of previously issued PSUs     623,862   $24.16 (weighted average price)

September 9, 2020

  Common Shares   Share Issuance — Medisys Health Group Inc. — working capital adjustment     12,346   $23.53 (weighted average price)

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MARKET PRICE AND TRADING VOLUME

        The Common Shares are listed for trading on the TSX under the symbol "T" and the NYSE under the symbol "TU". The following table sets forth the reported high and low closing sale prices and the aggregate volume of trading of the Common Shares on the TSX during the 12 months preceding the date of this prospectus supplement.

 
  Price Range    
 
 
  High   Low   Volume  
 
  ($)
  ($)
   
 

2021

                   

March 1 - 25

    26.82     25.85     80,421,080  

February

    27.26     25.45     76,913,480  

January

    26.96     25.44     57,673,506  

2020

                   

December

    25.99     24.97     51,327,158  

November

    25.24     22.54     55,105,176  

October

    24.26     22.65     43,519,446  

September

    24.60     23.26     46,525,880  

August

    24.49     23.83     36,921,178  

July

    23.88     22.33     42,316,728  

June

    25.38     22.36     64,043,826  

May

    23.86     22.31     34,023,677  

April

    23.29     21.81     57,102,701  

March(1)

    25.70     19.93     126,316,527  

(1)
On March 17, 2020, TELUS shareholders received one additional Common Share for each Common Share owned on the record date of March 13, 2020 pursuant to a two-for-one share subdivision. The information in the table above is presented to reflect the share subdivision.

        The following table sets forth the reported high and low closing sale prices and the aggregate volume of trading of the Common Shares on the NYSE during the 12 months preceding the date of this prospectus supplement.

 
  Price Range    
 
 
  High   Low   Volume  
 
  (US$)
  (US$)
   
 

2021

                   

March 1 - 25

    21.34     20.41     30,639,705  

February

    21.45     20.04     34,888,547  

January

    21.23     19.91     22,370,195  

2020

                   

December

    20.28     19.30     20,425,771  

November

    19.42     17.04     26,586,577  

October

    18.47     17.02     22,524,773  

September

    18.84     17,48     27,053,847  

August

    18.64     17.37     17,322,311  

July

    17.60     16.44     26,071,100  

June

    19.02     16.36     29,908,083  

May

    17.36     15.82     26,240,380  

April

    16.76     15.37     28,515,909  

March(1)

    19.19     13.69     45,233,523  

(1)
On March 17, 2020, TELUS shareholders received one additional Common Share for each Common Share owned on the record date of March 13, 2020 pursuant to a two-for-one share subdivision. The information in the table above is presented to reflect the share subdivision.

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RISK FACTORS

        An investment in the Common Shares offered hereby involves certain risks. In addition to the other information contained in this prospectus supplement and in the section entitled "Risks and risk management" in the Company's Management's Discussion and Analysis of financial results for the year ended December 31, 2020, which section is incorporated herein by reference, prospective investors should carefully consider the following factors in evaluating TELUS and its business before making an investment in the Common Shares.

Market Price

        The market price of the Common Shares may fluctuate due to a variety of factors relative to the Company's business, many of which are beyond the Company's control, including, but not limited to, announcements of new developments, actual or anticipated fluctuations in the Company's operating results, sales of the Common Shares in the marketplace, changes in forecasts, estimates or recommendations of securities research analysts regarding the Company's future operating results or financial performance, changes in the economic performance or market valuations of other issuers that investors deem comparable to the Company, addition or departure of the Company's executive officers and other key personnel, increases or decreases in the amount of dividends to be paid or expected to be paid by the Company, release or expiration of lock-up or other transfer restrictions on outstanding Common Shares; sales or anticipated sales of additional Common Shares by the Company, significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Company or its competitors, news reports relating to trends, concerns, technological or competitive developments, any public announcements made in regard to this Offering, the impact of various tax laws or rates and general market conditions or the worldwide economy. In certain circumstances, stock markets experience significant price and volume fluctuations, which are unrelated to the operating performance of the affected companies. There can be no assurance that the market price of the Common Shares will not experience significant fluctuations in the future, including fluctuations that are unrelated to the Company's performance.

Sales of Additional Common Shares

        The Company is authorized to issue up to 4,000,000,000 Common Shares. The Company may issue additional Common Shares or other securities convertible into Common Shares to raise funds for future operations or for other purposes (including as incentive compensation). Any future issuance of Common Shares, or other securities convertible into Common Shares, may result in dilution to present and prospective holders of Common Shares.

Dividends

        Dividends are not guaranteed and will fluctuate with the performance of the Company. The board of directors of the Company has the discretion to determine the amount of dividends to be declared and paid to shareholders and the timing thereof. Such determination is based on an assessment by the board of directors of the Company's financial position and outlook, which will take into consideration the competitive environment, economic performance in Canada, the Company's earnings and free cash flow, the Company's levels of capital expenditures and spectrum licence purchases, acquisitions, the management of the Company's capital structure, and regulatory decisions and developments.

Foreign Private Issuer Status

        As a foreign private issuer, in reliance on NYSE rules that permit a foreign private issuer to follow the corporate governance practices of its home country, the Company is permitted to follow certain Canadian corporate governance practices instead of those otherwise required under the corporate governance standards for U.S. domestic issuers.

        Further, as a foreign private issuer, the Company is exempt from a number of requirements under U.S. securities laws that apply to public companies that are not foreign private issuers. In particular, the Company is exempt from the rules and regulations under the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act") related to the furnishing and content of proxy statements, and its officers, directors

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and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act. The Company is exempt from the provisions of Regulation FD, which prohibits the selective disclosure of material non-public information to, among others, broker-dealers and holders of a company's securities under circumstances in which it is reasonably foreseeable that the holder will trade in the company's securities on the basis of the information. Even though Canadian securities law requirements regarding the disclosure of material and non-public information by public companies are similar to U.S. securities law requirements and the Company voluntarily complies with Regulation FD, these exemptions and leniencies will reduce the frequency and scope of information and protections to which purchasers are entitled as investors.


DESCRIPTION OF COMMON SHARES

        TELUS is authorized to issue up to 4,000,000,000 Common Shares. As of March 25, 2021, there were 1,297,509,602 Common Shares issued and outstanding. A summary of the material attributes of the Common Shares is set out in the short form base shelf prospectus under the heading "Description of Share Capital — Common Shares".

        Voting shares of TELUS, including the Common Shares, are subject to share ownership restrictions under applicable law which, among other things, provides that not less than 662/3 per cent of the issued and outstanding voting shares of TELUS must be beneficially owned by Canadians and TELUS must not otherwise be controlled in fact by non-Canadians. Applicable law and the articles of TELUS provide for mechanisms to ensure compliance with these share ownership restrictions. For more information on these share ownership restrictions and rules concerning their application, please the section entitled "7.2 Constraints — Canadian ownership and control requirements" of TELUS' annual information form dated February 11, 2021, for the year ended December 31, 2020 incorporated by reference herein.


ELIGIBILITY FOR INVESTMENT

        In the opinion of Norton Rose Fulbright Canada LLP, counsel to the Company, and Osler, Hoskin & Harcourt LLP, counsel to the Underwriters, provided that the Offered Shares are listed on a designated stock exchange (which includes the TSX and the NYSE), the Offered Shares will be a qualified investment under the Income Tax Act (Canada) (the "Tax Act") for a trust governed by a registered retirement savings plan ("RRSP"), a registered retirement income fund ("RRIF"), a registered disability savings plan ("RDSP"), a deferred profit sharing plan, a registered education savings plan ("RESP") or a tax-free savings account ("TFSA") (each as defined in the Tax Act).

        Notwithstanding the foregoing, if the Offered Shares are a "prohibited investment" (as defined in the Tax Act) for a particular RRSP, RRIF, RESP, RDSP or TFSA, the annuitant of the RRSP or RRIF, the subscriber of the RESP or the holder of the RDSP or TFSA, as the case may be, will be subject to a penalty tax under the Tax Act. The Offered Shares generally will not be a prohibited investment for these purposes provided that the annuitant of the RRSP or RRIF, the subscriber of the RESP or the holder of the RDSP or TFSA, as the case may be, (i) deals at arm's length with the Company for purposes of the Tax Act, and (ii) does not have a "significant interest" (as defined in the Tax Act) in the Company. In addition, the Offered Shares generally will not be a "prohibited investment" for a RRSP, RRIF, RESP, RDSP or TFSA if the Offered Shares are "excluded property" (as defined in the Tax Act).

        Prospective investors should consult their own tax advisors regarding whether the Offered Shares would be a prohibited investment for their RRSP, RRIF, RDSP, RESP or TFSA in their particular circumstances.


CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

        In the opinion of Norton Rose Fulbright Canada LLP, counsel to TELUS, and Osler, Hoskin & Harcourt LLP, counsel to the Underwriters, the following is, as of the date of this prospectus supplement, a fair summary of the principal Canadian federal income tax considerations generally applicable under the Tax Act to a purchaser who acquires as beneficial owner Offered Shares pursuant to the Offering or the exercise of the Over-Allotment Option and who, for purposes of the Tax Act, deals at arm's length and is not affiliated with TELUS or the Underwriters, and acquires and holds the Offered Shares as capital property (a "Holder").

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Generally, the Offered Shares will be considered to be capital property to a Holder provided that the Holder does not use or hold the Offered Shares in the course of carrying on a business and such Holder has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

        This summary does not apply to a Holder (i) that is a "financial institution" for purposes of the mark-to-market rules contained in the Tax Act; (ii) that is a "specified financial institution" as defined in the Tax Act; (iii) an interest in which is a "tax shelter investment" as defined in the Tax Act; (iv) that reports its "Canadian tax results" (as defined in the Tax Act) in a currency other than Canadian currency; or (v) that has entered or will enter into, with respect to the Offered Shares, a "derivative forward agreement", a "synthetic equity agreement," "synthetic equity arrangement," or a "specified synthetic equity arrangement", as defined in the Tax Act. Such Holders should consult their own tax advisors with respect to an investment in Offered Shares.

        This summary is based on the facts set out in this prospectus supplement and the short form base shelf prospectus, the provisions of the Tax Act and the Regulations in force as of the date hereof, and counsel's understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the "CRA") published in writing by the CRA and publicly available prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act and the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Tax Proposals") and assumes that the Tax Proposals will be enacted in the form proposed, although no assurance can be given that the Tax Proposals will be enacted in their current form or at all. This summary does not otherwise take into account or anticipate any changes in law or in the administrative policies or assessing practices of the CRA, whether by way of judicial, legislative or governmental decision or action. This summary is not exhaustive of all possible Canadian federal income tax considerations, and does not take into account other federal or any provincial, territorial or foreign income tax legislation or considerations, which may differ materially from those described in this summary.

        Additional considerations, not discussed in this summary, may be applicable to a Holder that is a corporation resident in Canada, and is, or becomes, or does not deal at arm's length for purposes of the Tax Act with a corporation resident in Canada that is or becomes, as part of a transaction or event or series of transactions or events that includes the acquisition of the Common Shares, controlled by a non-resident corporation for purposes of the "foreign affiliate dumping" rules in section 212.3 of the Tax Act. Such Holders should consult their Canadian tax advisors with respect to the consequences of acquiring Common Shares.

        This summary is of a general nature only and is not, and is not intended to be, and should not be construed to be, legal or tax advice to any particular Holder, and no representations concerning the tax consequences to any particular Holder are made. The tax consequences of acquiring, holding and disposing of Offered Shares will vary according to the Holder's particular circumstances. Holders should consult their own tax advisors regarding the tax considerations applicable to them having regard to their particular circumstances.

Holders Resident in Canada

        The following portion of this summary is applicable to a Holder who, for the purposes of the Tax Act and any applicable tax treaty or convention and at all relevant times, is or is deemed to be resident in Canada (a "Resident Holder"). A Resident Holder to whom the Offered Shares might not constitute capital property may make, in certain circumstances, the irrevocable election permitted by subsection 39(4) of the Tax Act to have the Offered Shares, and all other Canadian securities held by such person, treated as capital property. Resident Holders considering making such election should first consult their own tax advisors.

Taxation of Dividends

        Dividends received or deemed to be received on an Offered Share by a Resident Holder will be included in computing the Resident Holder's income for purposes of the Tax Act. Dividends received by a Resident Holder who is an individual will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends paid by taxable Canadian corporations. To the extent that TELUS designates the dividends as "eligible dividends" within the meaning of the Tax Act in the prescribed manner, such dividends will be eligible for the enhanced gross-up and dividend tax credit. TELUS has, by notice on its website, indicated that all dividends paid by it since January 2006 will be designated as eligible dividends until a notification of change is posted on its

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website. Dividends received by individuals (other than certain trusts) may give rise to alternative minimum tax under the Tax Act, depending on the individual's circumstances.

        Dividends received or deemed to be received by a Resident Holder that is a corporation will be included in computing the corporation's income and will generally be deductible in computing its taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a Resident Holder that is a corporation as a gain from the disposition of capital property or proceeds of disposition. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances. A Resident Holder that is a "private corporation" or a "subject corporation", each as defined in the Tax Act, may be liable to pay a refundable tax under Part IV of the Tax Act on dividends received (or deemed to be received) on the Offered Shares to the extent that such dividends are deductible in computing the Resident Holder's taxable income. A Resident Holder that is, throughout the relevant taxation year, a "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable to pay a refundable tax on its "aggregate investment income" (as defined in the Tax Act), including any dividends or deemed dividends that are not deductible in computing the Resident Holder's taxable income.

Disposition of Offered Shares

        Upon a disposition or a deemed disposition of an Offered Share (other than in a disposition to TELUS that is not a sale in the open market in the manner in which shares would normally be purchased by any member of the public in an open market), a Resident Holder will realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of the Offered Share, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Offered Share to the Resident Holder. The cost to the Resident Holder of an Offered Share acquired pursuant to the Offering will, at any particular time, be determined by averaging the cost of such share with the adjusted cost base of all Offered Shares of TELUS owned by the Resident Holder as capital property at that time, if any.

        One half of any such capital gain (a "taxable capital gain") realized by a Resident Holder will be required to be included in computing the Resident Holder's income, and one half of any such capital loss (an "allowable capital loss") realized by a Resident Holder must generally be deducted against taxable capital gains realized by the Resident Holder in the year of disposition. Allowable capital losses not deductible in the taxation year in which they are realized may ordinarily be deducted by the Resident Holder against taxable capital gains realized in any of the three preceding taxation years or any subsequent taxation year, subject to the detailed rules contained in the Tax Act in this regard. Capital gains realized by an individual (other than certain trusts) may be subject to alternative minimum tax.

        If the Resident Holder is a corporation, the amount of any capital loss realized on the disposition or deemed disposition of an Offered Share by the Resident Holder may be reduced by the amount of dividends received or deemed to have been received by the Resident Holder on such Offered Share to the extent and in the circumstances prescribed by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or beneficiary of a trust that owns Offered Shares, or where a partnership or trust is itself a member of a partnership or a beneficiary of a trust that owns Offered Shares. If the Resident Holder is a "Canadian-controlled private corporation" (as defined in the Tax Act), the Resident Holder may also be liable to pay a refundable tax on its "aggregate investment income", which is defined to include an amount in respect of taxable capital gains.

Holders Not Resident in Canada

        The following portion of this summary is applicable to a Holder who, for the purposes of the Tax Act and any applicable tax treaty or convention and at all relevant times, is not resident or deemed to be resident in Canada and who does not use or hold (and is not deemed to use or hold) the Offered Shares in connection with a business carried on in Canada (a "Non-Resident Holder"). This part of the summary is not applicable to a Non-Resident Holder that is an insurer that carries on an insurance business in Canada.

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        This part of the summary is not applicable to a Non-Resident Holder whose Offered Shares are or are deemed to be "taxable Canadian property" for purposes of the Tax Act. Provided that the Offered Shares are listed on a designated stock exchange (which includes the TSX and the NYSE) at a particular time, the Offered Shares generally will not constitute taxable Canadian property to a Non-Resident Holder at that time unless, at any time during the five year period immediately preceding that time: (i) 25% or more of the issued shares of any class or series of TELUS' capital stock were owned by any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm's length, and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships; and (ii) more than 50% of the value of the Offered Shares was derived, directly or indirectly, from one or any combination of (a) real or immoveable property situated in Canada, (b) Canadian resource properties, (c) timber resource properties, and (d) options in respect of any such property, all for purposes of the Tax Act. A Non-Resident Holder's Offered Shares can also be deemed to be taxable Canadian property in certain circumstances set out in the Tax Act.

Taxation of Dividends

        Dividends paid or credited or deemed to be paid or credited by TELUS to a Non-Resident Holder will generally be subject to Canadian withholding tax at the rate of 25%, subject to any applicable reduction in the rate of such withholding under an income tax treaty between Canada and the country where the Non-Resident Holder is resident. For example, under the Canada-United States Income Tax Convention (1980) (the "Treaty"), the withholding tax rate in respect of a dividend paid to a person who is the beneficial owner of the dividend and is resident in the U.S. for purposes of, and entitled to full benefits under, the Treaty, is generally reduced to 15%. Non-Resident Holders are urged to consult their own tax advisors to determine their entitlement to relief under an applicable income tax treaty or convention.

Disposition of Offered Shares

        A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on the disposition of Offered Shares.


CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following discussion describes certain material U.S. federal income tax considerations to U.S. Holders (defined below) under present U.S. federal income tax laws of the acquisition, ownership, and disposition of the Offered Shares. For purposes of this discussion, a "U.S. Holder" generally means a beneficial owner of the Offered Shares that is, for U.S. federal income tax purposes, any of the following:

    a citizen or individual resident of the United States;

    a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created in, or organized under the laws of, the United States, any state thereof or the District of Columbia;

    an estate whose income is subject to U.S. federal income tax regardless of its source; or

    a trust if either (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) the trust has a valid election in effect to be treated as a U.S. person under applicable Treasury regulations.

        THIS DISCUSSION IS INCLUDED HEREIN AS GENERAL INFORMATION ONLY. PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS ABOUT THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS THE STATE, LOCAL AND NON-U.S. TAX CONSIDERATIONS TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE COMMON SHARES.

        This discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations promulgated thereunder, judicial opinions, published positions of the Internal Revenue Service (the "IRS"), and other applicable authorities, all of which are subject to change

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(possibly with retroactive effect). This discussion does not address all aspects of U.S. federal income taxation that may be important to a particular U.S. Holder in light of that U.S. Holder's individual circumstances, nor does it address any aspects of U.S. federal estate and gift, state, local, or non-U.S. taxes. This discussion may not apply, in whole or in part, to particular U.S. Holders in light of their individual circumstances or to holders subject to special treatment under the U.S. federal income tax laws, such as:

    insurance companies;

    tax-exempt organizations;

    banks and other financial institutions;

    brokers or dealers in securities or currencies;

    regulated investment companies;

    real estate investment trusts;

    persons that hold Offered Shares as part of a straddle, hedge, appreciated financial position, conversion transaction or other risk reduction strategy;

    persons that hold Offered Shares other than as a capital asset within the meaning of Section 1221 of the Code;

    persons liable for alternative minimum tax;

    persons that have a "functional currency" other than the U.S. dollar;

    persons that generally mark their securities to market for U.S. federal income tax purposes;

    persons that own, directly, indirectly or constructively, 10% or more of our common stock (by vote or value) for U.S. federal income tax purposes; and

    certain U.S. expatriates.

        If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Offered Shares, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Any such partner or partnership should consult its tax advisor as to the particular U.S. federal income tax considerations of holding Offered Shares.

Cash Distributions

        Subject to the application of the PFIC (defined below) rules discussed below, a U.S. Holder that receives a cash distribution with respect to an Offered Share generally will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian tax withheld from such distribution) to the extent of the Company's current and accumulated earnings and profits (as determined for U.S. federal income tax purposes). To the extent the amount of such distribution exceeds the Company's current and accumulated earnings and profits, it will be treated first as a non-taxable return of capital to the extent of such U.S. Holder's tax basis in such Offered Shares and thereafter will be treated as gain from the sale or exchange of such Offered Shares. The Company does not currently expect to calculate its earnings and profits under United States federal income tax principles and cannot provide U.S. Holders with such information. Therefore, U.S. Holders should expect the entire amount of a cash distribution received to be treated as a dividend as described above.

        The U.S. dollar value of any distribution on Offered Shares made in Canadian dollars generally should be calculated by reference to the exchange rate between the U.S. dollar and the Canadian dollar in effect on the date of receipt of such distribution by the U.S. Holder, regardless of whether the Canadian dollars so received are in fact converted into U.S. dollars. If the Canadian dollars so received are converted into U.S. dollars on the date of receipt, such U.S. Holder generally should not recognize foreign currency gain or loss on such conversion. If the Canadian dollars so received are not converted into U.S. dollars on the date of receipt, such U.S. Holder generally will have a tax basis in such Canadian dollars equal to the U.S. dollar value of such Canadian dollars on the date of receipt. Such tax basis will be used to measure gain or loss from a subsequent

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conversion or other disposition of the Canadian dollars. Any gain or loss on a subsequent conversion or other taxable disposition of such Canadian dollars generally will be treated as ordinary income or loss to such U.S. Holder and generally will be income or loss from sources within the United States for U.S. foreign tax credit purposes.

        Cash distributions on Offered Shares that are treated as dividends generally will constitute income from sources outside the United States and generally will be categorized for U.S. foreign tax credit purposes as "passive category income" or, in the case of some U.S. Holders, as "general category income." Such dividends will not be eligible for the "dividends received" deduction ordinarily allowed to corporate shareholders with respect to dividends received from U.S. corporations. A U.S. Holder may be eligible to elect to claim a U.S. foreign tax credit against its U.S. federal income tax liability, subject to applicable limitations and holding period requirements, for Canadian tax withheld, if any, from distributions received in respect of the Offered Shares. A U.S. Holder that does not elect to claim a U.S. foreign tax credit may instead claim a deduction for Canadian tax withheld, but only for a taxable year in which the U.S. Holder elects to do so with respect to all foreign income taxes paid or accrued in such taxable year. Special rules apply in determining the amount allowable to be claimed as a foreign tax credit with respect to excess distributions received by a U.S. Holder from a PFIC. The rules relating to U.S. foreign tax credits are very complex, and each U.S. Holder is urged to consult its own tax advisor regarding the application of such rules.

        If, as expected, Offered Shares are readily tradable on an established U.S. securities market within the meaning of the Code or (if Offered Shares are not so tradable) if the Company is eligible for benefits under the Treaty, and if certain holding period and other requirements are met, including that the Company is not a PFIC for the taxable year or the immediately preceding taxable year, dividends received by non-corporate U.S. Holders will be "qualified dividend income" to such U.S. Holders. Qualified dividend income received by a non-corporate U.S. Holder (including an individual) from the Company will be subject to U.S. federal income tax at preferential rates.

        U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally will be subject to a 3.8% tax on unearned income, including, among other things, dividends on, and capital gains from the sale or other taxable disposition of, the Offered Shares, subject to certain limitations and exceptions.

Sale, Exchange or Other Taxable Disposition of Offered Shares

        Subject to the application of the PFIC rules discussed below, a U.S. Holder generally will recognize capital gain or loss for U.S. federal income tax purposes upon the sale, exchange or other taxable disposition of an Offered Share. The amount of gain or loss will equal the difference, if any, between the amount realized on the sale, exchange or other taxable disposition and such U.S. Holder's adjusted tax basis in such Offered Share. Such capital gain or loss generally will be long-term capital gain (currently taxable at a reduced rate for non-corporate U.S. Holders) or loss if, on the date of sale, exchange or other taxable disposition, the Offered Share was held by such U.S. Holder for more than one year. The deductibility of capital losses is subject to limitations. Such gain or loss generally will be sourced within the United States for U.S. foreign tax credit purposes.

Passive Foreign Investment Company Considerations

        Special adverse tax rules may apply to U.S. Holders if the Company is treated as a "passive foreign investment company" ("PFIC"), under United States federal income tax rules at any time during a U.S. Holder's holding period in such holder's Offered Shares. A non-U.S. corporation is treated as a PFIC if during any taxable year, 75% or more of its gross income consists of certain types of "passive" income, or 50% or more of its assets are "passive assets." The Company believes that it was not a PFIC in 2020, and the Company does not expect to become a PFIC in 2021 or any subsequent year. Furthermore, the Company has no reason to believe it has been a PFIC in any taxable year prior to 2020. However, because this determination is made annually at the end of such taxable year and is dependent upon a number of factors, some of which are beyond the Company's control, there can be no assurance that the Company will not become a PFIC in any taxable year or that the IRS will agree with the Company's conclusion regarding its PFIC status. If the Company is a PFIC in any taxable year, U.S. Holders could suffer adverse consequences, including being subject to increased tax liability (generally including an interest charge) upon the receipt of certain distributions treated as

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"excess distributions" or the possible characterization of gain from the sale, exchange or other taxable disposition of Offered Shares as ordinary income. U.S. Holders are urged to consult their own tax advisors regarding the adverse United States federal income tax consequences of owning stock of a PFIC.

Backup Withholding Tax and Information Reporting

        Under certain circumstances, U.S. backup withholding tax and/or information reporting may apply to U.S. Holders with respect to payments made on or proceeds from the sale, exchange or other taxable disposition of Offered Shares, unless an applicable exemption is satisfied. U.S. Holders that are corporations generally are excluded from these information reporting and backup withholding tax rules. Backup withholding also will not apply to a U.S. Holder that furnishes a correct taxpayer identification number and certifies on an IRS Form W-9 or successor form, under penalty of perjury, that it is not subject to backup withholding, and otherwise complies with applicable requirements of the backup withholding rules. A U.S. Holder that fails to provide the correct taxpayer identification number on IRS Form W-9 or any successor form may be subject to penalties imposed by the IRS. Any amounts withheld under the backup withholding tax rules will be allowed as a credit against a U.S. Holder's U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes the required information to the IRS on a timely basis.

        In addition, U.S. Holders should be aware of reporting requirements with respect to the holding of certain foreign financial assets, including stock of foreign issuers which is not held in an account maintained by certain financial institutions, if the aggregate value of all of such assets exceeds US$50,000. U.S. Holders should also be aware that if the Company were a PFIC, they would generally be required to file IRS Form 8261 during any taxable year in which such U.S. Holder recognizes gain or receives an excess distribution or with respect to which the U.S. Holder has made certain elections. U.S. Holders should consult their own tax advisors regarding the application of the information reporting rules to the Offered Shares and their particular situations.


PLAN OF DISTRIBUTION

        The Offering consists of 51,300,000 Common Shares at the Offering Price of $25.35 per Common Share and up to an additional 7,695,000 Common Shares at the Offering Price if the Over-Allotment Option is exercised. The Firm Shares will be issued on the Closing Date pursuant to the Underwriting Agreement (as defined below).

        Under an underwriting agreement (the "Underwriting Agreement") dated as of March 26, 2021 among the Company and the Underwriters, the Company has agreed to sell the Firm Shares to the Underwriters, and the Underwriters have severally (and not jointly or jointly and severally) agreed to purchase, as principal, such Firm Shares at the Offering Price of $25.35 per Firm Share, payable in cash to TELUS against delivery of the Firm Shares on the Closing Date. The Underwriting Agreement provides that, in consideration of the services of the Underwriters in connection with the Offering, the Company will pay the Underwriters a fee of approximately $0.89 per Common Share issued and sold as part of the Offering, for an aggregate fee payable of $45,515,925 (in each case assuming the Over-Allotment Option is not exercised). The Underwriters' fee in respect of the Offering is payable on the Closing Date.

        The Company has granted to the Underwriters the Over-Allotment Option to purchase up to an additional 7,695,000 Common Shares at the Offering Price, on the same terms and conditions as the Offering, exercisable in whole or in part at any time prior to 5:00 p.m. (Toronto time) on the 30th day following the Closing Date solely for the purpose of covering over-allotments that exist on the Closing Date, if any, and for market stabilization purposes. A purchaser who acquires Common Shares forming part of the Underwriters' over-allocation position acquires those Common Shares under this prospectus supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or through secondary market purchases. If the Underwriters exercise the Over-Allotment Option in full, the total price to the public, underwriting commission and net proceeds to TELUS, before deducting expenses of the Offering, will be approximately $1,496 million, $53 million and $1,443 million, respectively. This prospectus supplement qualifies the issuance of Common Shares upon exercise of the Over-Allotment Option.

        The terms of the Offering were established through negotiation between the Company and the Lead Underwriters, on their own behalf and on behalf of the other Underwriters.

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        The total expenses related to the Offering to be paid by the Company, excluding the Underwriters' fee, are estimated to be approximately $1,250,000.

        In connection with the Offering, certain of the Underwriters or securities dealers may distribute this prospectus supplement electronically.

        The obligations of the Underwriters under the Underwriting Agreement are several (and not joint or joint and several), and may be terminated upon the occurrence of certain stated events. Such events include, but are not limited to, (a) (i) trading generally (or specifically in the case of the Common Shares) having been suspended or materially limited on or by, as the case may be, either of the NYSE or the TSX, (ii) a material disruption in securities settlement, payment or clearance services in the United States or Canada shall have occurred, or (iii) any moratorium on commercial banking activities shall have been declared by either Federal or New York State authorities or in Canada by the Canadian federal or provincial authorities, and in the case of any of the foregoing, such event, singly or together, in the opinion of the Underwriters or any of them, acting reasonably, would be expected to have a material adverse effect on the market price or market value of the Common Shares, (b) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) having been commenced, threatened or announced or any order or ruling having been issued under or pursuant to any statute of Canada or any province, or of the United States or any state thereof or by any official of any stock exchange or by any other regulatory authority having jurisdiction over a material portion of the business, operations or affairs of the Company and its subsidiaries, taken as a whole, or otherwise, or any change of law, or the interpretation, pronouncement or administration thereof or in respect thereof which in the opinion of such Underwriter, acting reasonably, prevents or operates to prevent or restrict the distribution of, trading in the Common Shares, (c) there should occur, develop or come into effect any event, action, state, condition, or major financial occurrence of national or international consequence or any law or regulation, any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, including as result of COVID-19 only to the extent that there are material adverse developments related thereto after the date of the Underwriting Agreement, that, in the reasonable opinion of the applicable Underwriter, seriously adversely affects, or will seriously adversely affect, (i) the financial markets in Canada or the United States, (ii) the business, operations or affairs of the Company and its subsidiaries, taken as a whole, or (iii) the market price or market value of the Common Shares, (d) any material change or change in material fact in or affecting the general affairs, assets or properties, business, prospects, results of operations or the condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, that in any case in the opinion of the Underwriters or any of them, acting reasonably, would be expected to have a material adverse effect on the market price or market value of the Common Shares, or (e) the Company shall be in breach of or default under or in non-compliance with any material representation, warranty, term, condition or covenant of the Underwriting Agreement in any material respect.

        If an Underwriter fails to purchase the Firm Shares which it has agreed to purchase, the remaining Underwriter(s) may, but are not obligated to, purchase such Firm Shares, provided that if the number of Firm Shares that a defaulting Underwriter(s) agreed but failed to purchase is less than or equal to 12% of the aggregate number of Firm Shares agreed to be purchased by the Underwriters (excluding any Option Shares), then the other Underwriters are severally obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters failed to purchase, on a pro rata basis or as they may otherwise agree between themselves. If the aggregate amount of Firm Shares not purchased is greater than 12% of the aggregate number of Firm Shares agreed to be purchased by the Underwriters (excluding any Option Shares), then each of the Underwriters shall be relieved of its obligations to purchase its respective percentage of the Firm Shares, subject to the terms and conditions of the Underwriting Agreement. The Underwriters are, however, obligated to take up and pay for all of the Firm Shares if any of the Firm Shares are purchased under the Underwriting Agreement, but are not obligated to take up and pay for any Option Shares under the Over-Allotment Option. The Underwriting Agreement also provides that the Company will indemnify the Underwriters and their respective directors, officers, affiliates, employees, and each person who controls any Underwriter within the meaning of Section 15 of the U.S. Securities Act or Section 20 of the U.S. Exchange Act against certain liabilities, claims, demands, losses, costs, damages and expenses.

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        The Underwriters are offering the Offered Shares, subject to prior sale, if, as and when issued to and accepted by them, subject to certain conditions contained in the Underwriting Agreement.

        The Offering Price for the Offered Shares offered in Canada and in the U.S. is payable in Canadian dollars only. All of the proceeds of the Offering will be paid to TELUS by the Underwriters in Canadian dollars based on the Canadian dollar Offering Price. The Underwriters propose to offer the Offered Shares initially at the Offering Price. After a reasonable effort has been made to sell all of the Offered Shares at the Offering Price, the Underwriters may subsequently reduce the selling price to investors from time to time in order to sell any of the Offered Shares remaining unsold. Any such reduction will not affect the net proceeds received by the Company pursuant to the Offering. In the event the Offering Price of the Offered Shares is reduced, the compensation received by the Underwriters will be decreased by the amount by which the aggregate price paid by the purchasers for the Offered Shares is less than the gross proceeds paid to the Company by the Underwriters for the Offered Shares.

        Subscriptions for Offered Shares will be received subject to rejection or allotment in whole or in part, and the right is reserved to close the subscription books at any time without notice.

        The Common Shares are listed on the TSX and the NYSE. The Company has applied to the TSX and the NYSE to list the Offered Shares. Listings will be subject to TELUS fulfilling all the listing requirements of the TSX and the NYSE, as applicable. There can be no assurance that the Offered Shares will be accepted for listing on the TSX or the NYSE.

        Pursuant to policy statements of certain securities regulators, the Underwriters may not, throughout the period of distribution, bid for or purchase Common Shares. The policy statements allow certain exceptions to the foregoing prohibitions. The Underwriters may only avail themselves of such exceptions on the condition that the bid or purchase not be engaged in for the purposes of creating actual or apparent active trading in, or raising the price of, the Common Shares. These exceptions include a bid or purchase permitted under the Universal Market Integrity Rules for Canadian Marketplaces of the Investment Industry Regulatory Organization of Canada, relating to market stabilization and passive market making activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution. Pursuant to the first mentioned exception, in connection with the Offering, the Underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time.

        Until the distribution of Offered Shares is completed, SEC rules may limit the Underwriters from bidding for and purchasing Common Shares. The Company has been advised by the Underwriters that, in connection with the Offering, the Underwriters may effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those that might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. If the Underwriters create a short position in the Common Shares in connection with the Offering (i.e. if they sell more Offered Shares than are listed on the cover of this prospectus supplement), the Underwriters may reduce that short position by purchasing Common Shares in the open market. The Underwriters may also elect to reduce any short position by exercising all or part of the Over-Allotment Option described above. Purchases of Common Shares to stabilize the price or to reduce a short position may cause the price of the Common Shares to be higher than it might be otherwise be in the absence of such purchases. No representation is made as to the magnitude or effect of such stabilization or other activities. The Underwriters are not required to engage in these activities.

        Pursuant to the Underwriting Agreement, TELUS has agreed, subject to certain exceptions, not to directly or indirectly, create, allot, authorize, offer, issue, secure, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise lend, transfer or dispose of, directly or indirectly, any Common Shares, rights to purchase such Common Shares or any securities convertible into or exercisable or exchangeable for such Common Shares, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such Common Shares, whether any such transaction described above is to be settled by delivery of such Common Shares or such other securities or interests, in cash or otherwise, or agree to do any of the foregoing, for a period from the date of the Underwriting Agreement until 90 days following closing of the Offering without the prior written consent of the Lead Underwriters, on behalf of the Underwriters, which

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consent will not be unreasonably withheld; provided that, TELUS shall not be prevented or restricted from doing any of the foregoing (i) pursuant to the Underwriting Agreement, (ii) pursuant to the grant or exercise of equity-based compensation awards and other similar issuances in the normal course pursuant to any equity-based compensation plan, stock option agreements or similar arrangements in effect on the date hereof, each as described in the Registration Statement, the Time of Sale Information and the Prospectuses (each as defined in the Underwriting Agreement); (iii) to satisfy obligations of the Company in respect of existing agreements; (iv) pursuant to the exercise of currently outstanding convertible securities, options or warrants of the Company; or (v) pursuant to the Company's existing Amended and Restated Dividend Reinvestment and Share Purchase Plan.

        The Offered Shares will be offered in Canada and the U.S. through the Underwriters either directly or, if applicable, through their respective Canadian or U.S. registered broker-dealer affiliates or agents, as applicable. The Offering is being made concurrently in the U.S. and in all of the provinces of Canada pursuant to the multijurisdictional disclosure system implemented by the SEC and the securities regulatory authorities in Canada. Offers may also be made on a private placement basis where permitted by applicable law. No Offered Shares will be offered or sold in any jurisdiction except by or through brokers or dealers duly registered under the applicable securities laws of that jurisdiction, or in circumstances where an exemption from such registered dealer requirements is available.

        In connection with the sale of the Offered Shares, the Underwriters may receive compensation from the Company or from purchasers of the Offered Shares for whom they may act as agents in the form of concessions or commissions. Underwriters, dealers and agents that participate in the distribution of the Offered Shares may be deemed to be underwriters and any commissions received by them from the Company and any profit on the resale of Offered Shares by them may be deemed to be underwriting commissions under the U.S. Securities Act.

        It is expected that the Company will arrange for the deposit of the Offered Shares distributed under this prospectus supplement under the book-based system of registration, to be registered to CDS and, in the case of the Firm Shares, to be deposited with CDS on the Closing Date. No certificates evidencing the Offered Shares will be issued to purchasers of the Offered Shares. Purchasers of Offered Shares will receive only a customer confirmation from the Underwriters or other registered dealer who is a CDS participant and from or through whom a beneficial interest in the Offered Shares is purchased.

        Neither TELUS nor the Underwriters will assume any liability for: (a) any aspect of the records relating to the beneficial ownership of the Offered Shares held by CDS or the payments relating thereto; (b) maintaining, supervising or reviewing any records relating to the Offered Shares; or (c) any advice or representation made by or with respect to CDS and those contained in this prospectus supplement and relating to the rules governing CDS or any action to be taken by CDS or at the direction of its CDS participants. The rules governing CDS provide that it acts as the agent and depository for the CDS participants. As a result, CDS participants must look solely to CDS and persons, other than CDS participants, having an interest in the Offered Shares must look solely to CDS participants for payments made by or on behalf of TELUS to CDS in respect of the Offered Shares.

        Each of the Underwriters, other than Canaccord Genuity Corp. and Morgan Stanley Canada Limited, is an affiliate of a financial institution which is a lender to the Company under the 2018 Credit Facility. Each of the Underwriters, other than J.P. Morgan Securities Canada Inc., Canaccord Genuity Corp., and Morgan Stanley Canada Limited, is an affiliate of a financial institution which is a lender to TELUS International (Cda) Inc. under the TELUS International Credit Facility. Consequently, the Company may be considered to be a connected issuer of each such Underwriter for purposes of securities legislation of the provinces of Canada.

        The 2018 Credit Facility consists of a $2.25 billion unsecured revolving credit facility maturing May 31, 2023. As of December 31, 2020, no amounts were drawn on the 2018 Credit Facility and approximately $731 million was utilized to backstop outstanding commercial paper. As of March 25, 2021, no amounts have been drawn on the 2018 Credit Facility.

        The TELUS International Credit Facility consists of an approximately US$1.7 billion bank credit facility expiring on January 28, 2025, other than amounts owing under a US$250 million term loan component of such facility which will become due on December 22, 2022. As of December 31, 2020, US$1.6 billion was drawn on

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the TELUS International Credit Facility. As of March 25, 2021, approximately US$1.1 billion has been drawn on the TELUS International Credit Facility.

        TELUS is and has been in compliance with the terms of the 2018 Credit Facility and the TELUS International Credit Facility. None of the lenders under the 2018 Credit Facility or the TELUS International Credit Facility, or the Underwriters were involved in the Company's decision to distribute the Common Shares offered hereby. The Lead Underwriters, on their own behalf and on behalf of the other Underwriters, negotiated the terms and conditions of this Offering and will not benefit in any manner from this Offering other than as described herein. The net proceeds will be used to further strengthen the Company's balance sheet and, principally, to capitalize on a unique strategic opportunity to accelerate its broadband capital investment program, including the substantial advancement of the build-out of TELUS PureFibre infrastructure in Alberta, British Columbia and Eastern Quebec, as well as an accelerated roll-out of the Company's national 5G network. The proceeds of this Offering will not be applied for the benefit of the Underwriters or their affiliates, other than as described herein.

        In addition, in the ordinary course of their business activities, the Underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the Company or its affiliates. If any of the Underwriters or their affiliates have a lending relationship with the Company, certain of those Underwriters or their affiliates routinely hedge, and certain other of those Underwriters or their affiliates may hedge, their credit exposure to the Company consistent with their customary risk management policies. Typically, these Underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in the Company's securities, including potentially the Common Shares offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the Common Shares offered hereby. Certain of the Underwriters or their affiliates have in the past engaged, and may in the future engage, in transactions with, and perform services, including commercial banking, financial advisory and investment banking services, for the Company and its related issuers in the ordinary course of business for which they have received or may receive customary compensation. The Underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Settlement Cycle

        It is expected that delivery of the Firm Shares will be made against payment therefor on or about March 31, 2021, which will be three (3) business days following the date of this prospectus supplement. Under Rule 15c6-1 of the U.S. Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade their Firm Shares prior to the Closing Date may be required, by virtue of the fact that the Firm Shares will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Firm Shares who wish to trade their Firm Shares prior to the Closing Date should consult their own advisors.


LEGAL MATTERS

        Certain legal matters in connection with this Offering will be passed upon on behalf of the Company by Norton Rose Fulbright Canada LLP, of Toronto, Ontario, the Company's Canadian counsel and Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, New York, the Company's U.S. counsel, and on behalf of the Underwriters by Osler, Hoskin & Harcourt LLP, of Toronto, Ontario, and New York, New York, the Underwriters' Canadian and U.S. counsel. The partners and associates of each of Norton Rose Fulbright Canada LLP and Osler, Hoskin & Harcourt LLP as a group each beneficially own, directly or indirectly, less than 1% of the outstanding securities of the Company.

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AUDITORS, REGISTRAR AND TRANSFER AGENT

        The auditor for the Company is Deloitte LLP, Independent Registered Public Accounting Firm, located at 939 Granville St, Vancouver, British Columbia V6Z 1L3. Deloitte LLP is independent within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia, and within the meaning of the U.S. Securities Act, and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States) (PCAOB).

        The transfer agent and registrar of the Common Shares is Computershare Trust Company of Canada at its principal office in the City of Calgary, Alberta.

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SHORT FORM BASE SHELF PROSPECTUS

New Issue

  May 13, 2020

LOGO

TELUS Corporation

$3,500,000,000

Debt Securities
Preferred Shares
Common Shares
Warrants to Purchase Equity Securities
Warrants to Purchase Debt Securities
Share Purchase Contracts
Share Purchase or Equity Units
Subscription Receipts

TELUS Corporation ("TELUS" or the "Company") may offer and issue from time to time any bonds, debentures, notes or other evidences of indebtedness of any kind, nature or description (collectively, "Debt Securities"), preferred shares or common shares (collectively, the "Equity Securities"), warrants to purchase Equity Securities and warrants to purchase Debt Securities (collectively, the "Warrants"), Share Purchase Contracts (as defined under "Description of Share Purchase Contracts and Share Purchase or Equity Units" herein), Share Purchase or Equity Units (as defined under "Description of Share Purchase Contracts and Share Purchase or Equity Units" herein), and subscription receipts that entitle the holder to receive upon satisfaction of certain release conditions, and for no additional consideration, Debt Securities, Equity Securities, Warrants, Share Purchase Contracts or Share Purchase or Equity Units ("Subscription Receipts", and together with the Debt Securities, Equity Securities, Warrants, Share Purchase Contracts or Share Purchase or Equity Units, the "Securities") of up to $3,500,000,000 aggregate initial offering price of Securities (or the equivalent thereof in one or more foreign currencies or composite currencies, including United States dollars) during the 25-month period that this short form base shelf prospectus (the "Prospectus"), including any amendments thereto, is valid. Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in an accompanying shelf prospectus supplement (a "Prospectus Supplement").

The specific terms of the Securities with respect to a particular offering will be set out in the applicable Prospectus Supplement and may include, where applicable (i) in the case of Debt Securities, the specific designation, aggregate principal amount, the currency or the currency unit for which the Debt Securities may be purchased, the maturity, interest provisions, authorized denominations, offering price, covenants, events of default, any terms for redemption or retraction, any exchange or conversion terms, whether the debt is senior or subordinated and any other terms specific to the Debt Securities being offered; (ii) in the case of common shares of TELUS ("Common Shares"), the number of Common Shares offered and the offering price; (iii) in the case of Equity Securities other than Common Shares, the designation of the particular class and series, the number of shares offered, the issue price, dividend rate, if any, and any other terms specific to the Equity Securities being offered; (iv) in the case of Warrants, the designation, number and terms of the Equity Securities or Debt Securities purchasable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, the currency in which the Warrants are issued and any other specific terms; (v) in the case of Share Purchase Contracts, the designation, number and terms of the Equity Securities to be purchased under the Share Purchase Contract, any procedures that will result in the adjustment of these numbers, the purchase price and purchase date or dates of the Equity Securities, any requirements of the purchaser to secure its obligations under the Share Purchase Contract and any other specific terms; (vi) in the case of Share Purchase or Equity Units, the terms of the component Share Purchase Contract and Debt Securities or third party obligations, any requirements of the purchaser to secure its obligations under the Share Purchase Contract by the Debt Securities or third party obligations and any other specific terms; and (vii) in the case of Subscription Receipts, the offering price (or the manner of determination thereof if offered on a non-fixed price basis), the procedures for the exchange of Subscription Receipts for Debt Securities, Equity Securities, Warrants, Share Purchase Contracts or Share Purchase or Equity Units, as the case may be, and any other specific terms thereof. Where required by statute, regulation or policy, and where Securities are offered in


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currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to such Securities will be included in the Prospectus Supplement describing such Securities. The sale of Common Shares may be effected from time to time in one or more transactions at non-fixed prices pursuant to transactions that are deemed to be "at-the-market distributions" as defined in National Instrument 44-102 — Shelf Distributions, including sales made directly on the Toronto Stock Exchange (the "TSX") or the New York Stock Exchange (the "NYSE") or other existing trading markets for the Common Shares, and as set forth in a Prospectus Supplement for such purpose. See "Plan of Distribution".

All information permitted under applicable securities laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be deemed to be incorporated by reference into this Prospectus as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

TELUS has filed an undertaking with the British Columbia Securities Commission that it will not distribute Securities that, at the time of distribution, are novel specified derivatives or asset-backed securities without pre-clearing with the applicable regulator the disclosure to be contained in the Prospectus Supplement pertaining to the distribution of such Securities.

For the purpose of calculating the Canadian dollar equivalent of the aggregate principal amount of Securities issued under this Prospectus from time to time, Securities denominated in or issued in, as applicable, a currency (the "Securities Currency") other than Canadian dollars will be translated into Canadian dollars using the Bank of Canada daily exchange rate of Canadian dollars with the Securities Currency in effect as of 4:30 p.m. (Toronto time) on the business day before the issue of such Securities.

TELUS maintains its registered office at 510 W. Georgia St., 7th Floor, Vancouver, British Columbia V6B 0M3 and its executive office at 510 W. Georgia St., 23rd Floor, Vancouver, British Columbia V6B 0M3.

This offering is made by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this Prospectus in accordance with the disclosure requirements of Canada. Prospective investors in the United States should be aware that such requirements are different from those of the United States. The financial statements included or incorporated herein have been prepared using International Financial Reporting Standards as issued by the International Accounting Standards Board and they are subject to Canadian and United States auditing and auditor independence standards. They may not be comparable to financial statements of United States companies.

Prospective investors should be aware that acquisition of the Securities described herein may have tax consequences both in the United States and in Canada. Such consequences for investors who are resident in, or citizens of, the United States may not be described fully herein.

The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that TELUS is incorporated or organized under the laws of the Province of British Columbia, that some or all of its officers and directors may be residents of Canada, that some or all of the underwriters or experts named in this Prospectus and/or in a Prospectus Supplement may be residents of Canada, and that all or a substantial portion of the assets of TELUS and said persons may be located outside the United States.

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such Securities. The Company may offer and sell Securities to or through underwriters or dealers and also may offer and sell certain Securities directly to other purchasers or through agents. A Prospectus Supplement relating to each issue of Securities offered thereby will set forth the names of any underwriters, dealers or agents involved in the sale of such Securities and the compensation of any such underwriters, dealers or agents. The Common Shares are listed on the TSX under the symbol "T" and the NYSE under the symbol "TU". Unless otherwise specified in the applicable Prospectus Supplement, Securities other than the Common Shares will not be listed on any securities exchange.

The offering of Securities hereunder is subject to approval of certain legal matters on behalf of TELUS by Norton Rose Fulbright Canada LLP, Toronto, Ontario and by Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, New York.


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        Unless the context otherwise indicates, references in this Prospectus to "TELUS" or the "Company" are references to TELUS Corporation, its consolidated subsidiaries and predecessor companies.

DOCUMENTS INCORPORATED BY REFERENCE

        The following documents of the Company, each of which has been filed by the Company with the securities commissions or similar regulatory authorities in each of the provinces of Canada, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

  (a)   the annual information form of the Company dated February 13, 2020, for the year ended December 31, 2019;

 

(b)

 

the audited consolidated financial statements of the Company as at and for the years ended December 31, 2019 and 2018, together with the report of the independent registered public accounting firm thereon and the notes thereto;

 

(c)

 

Management's Discussion and Analysis of financial results for the year ended December 31, 2019;

 

(d)

 

the unaudited condensed interim consolidated financial statements of the Company as at and for the three-month period ended March 31, 2020 together with the notes thereto;

 

(e)

 

Management's Discussion and Analysis of financial results for the three-month period ended March 31, 2020;

 

(f)

 

the information circular dated March 11, 2020, prepared in connection with the Company's annual general meeting held on May 7, 2020; and

 

(g)

 

the material change report of the Company dated February 18, 2020 in respect of the Share Subdivision (as defined herein).

        Any documents of a type described in Item 11.1 of Form 44-101F1 — Short Form Prospectus, including the types referred to above, any material change reports (excluding confidential reports), and business acquisition reports filed by the Company pursuant to the requirements of securities legislation of any province of Canada, and any other disclosure document which the Company has filed pursuant to an undertaking to a securities regulatory authority of any province of Canada, in each case, after the date of this Prospectus and prior to the date on which this Prospectus ceases to be effective, shall be deemed to be incorporated by reference into this Prospectus. In addition, to the extent indicated in any Report on Form 6-K filed with the SEC or in any Report on Form 40-F filed with the United States Securities and Exchange Commission (the "SEC"), any information included therein shall be deemed to be incorporated by reference in this Prospectus.

        Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement

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contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document which it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded.

        A Prospectus Supplement containing the specific terms of an offering of Securities, updated disclosure of earnings coverage ratios, if applicable, and other information relating to the Securities, will be delivered to prospective purchasers of such Securities together with this Prospectus and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement only for the purpose of the offering of the Securities covered by that Prospectus Supplement.

        Upon the filing of a subsequent annual information form and the related annual financial statements by the Company with and, where required, accepted by, the applicable securities regulatory authorities during the currency of this Prospectus, the previous annual information form, the previous annual financial statements and all interim financial statements, and the accompanying Management's Discussion and Analysis, and material change reports filed prior to the commencement of the Company's financial year in which such subsequent annual information form is filed, and information circulars and business acquisition reports filed prior to the commencement of the Company's financial year in respect of which such subsequent annual information form is filed, shall be deemed no longer to be incorporated into this Prospectus for purposes of further offers and sales of Securities hereunder. Upon interim financial statements and the accompanying Management's Discussion and Analysis for subsequent interim periods being filed with the applicable securities regulatory authorities during the currency of this Prospectus, all interim financial statements and the accompanying Management's Discussion and Analysis filed prior to such subsequent interim financial statements will be deemed no longer to be incorporated into this Prospectus for purposes of further offers and sales of Securities hereunder. Upon the Company filing an information circular in connection with an annual general meeting, the information circular filed in connection with the previous annual general meeting (unless such information circular also related to a special meeting) will be deemed no longer to be incorporated into this Prospectus for purposes of further offers and sales of the Securities hereunder.

        In addition to its continuous disclosure obligations under the securities laws of the provinces of Canada, TELUS is subject to the information requirements of the United States Securities Exchange Act of 1934, as amended, and in accordance therewith files reports and other information with the SEC. Under the multijurisdictional disclosure system adopted by the United States, such reports and other information may be prepared in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. Such reports and other information, when filed by TELUS in accordance with such requirements, are available to the public on the SEC's website at www.sec.gov. The Common Shares are listed on the NYSE.

        Prospective investors should rely only on the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement. The Company has not authorized anyone to provide prospective investors with different or additional information. The Company is not making an offer of the Securities in any jurisdiction where the offer is not permitted by law. Prospective investors should not assume that the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement is accurate as of any date other than the date on the front of this Prospectus or the applicable Prospectus Supplement.

        Any "template version" of any "marketing materials" (as such terms are defined in National Instrument 41-101 — General Prospectus Requirements) filed after the date of a Prospectus Supplement and before the termination of the distribution of the Securities offered pursuant to such Prospectus Supplement (together with this Prospectus) is deemed to be incorporated by reference in such Prospectus Supplement.