UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

For the month of September 2023
Commission File Number 001-15144

TELUS CORPORATION
(Translation of registrant's name into English)

23rd Floor, 510 West Georgia Street
Vancouver, British Columbia V6B 0M3
Canada
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ¨                          Form 40-F x

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 11, 2023

Exhibit Index

Exhibit 99.1

Execution Version

TELUS CORPORATION

DEBT SECURITIES

Agency Agreement

September 5, 2023

To the Agents named in Schedule II hereto

Ladies and Gentlemen:

TELUS Corporation, a British Columbia company (the “Company”), proposes to appoint the agents named in Schedule II hereto (collectively, the “Agents”, and each individually an “Agent”) as its sole and exclusive agents to offer for sale, on a best efforts basis, up to the principal amount of its debt securities identified in Schedule I hereto (the “Securities”), to be issued under the indenture dated as of May 22, 2001 (the “Base Indenture”) between the Company and Computershare Trust Company of Canada (formerly Montreal Trust Company of Canada), as trustee (the “Trustee”), as supplemented by the First Series Supplemental Indenture dated as of May 30, 2001, the Second Series Supplemental Indenture dated as of May 30, 2001, the Third Series Supplemental Indenture dated as of May 30, 2001, the Fourth Series Supplemental Indenture dated as of May 18, 2006, the Fifth Series Supplemental Indenture dated as of March 13, 2007, the Sixth Series Supplemental Indenture dated as of March 13, 2007, the Seventh Series Supplemental Indenture dated as of April 9, 2008, the Eighth Series Supplemental Indenture dated as of May 20, 2009, the Ninth Series Supplemental Indenture dated as of December 4, 2009, the Tenth Series Supplemental Indenture dated as of July 23, 2010, the Eleventh Series Supplemental Indenture dated as of May 25, 2011, the Twelfth Series Supplemental Indenture dated as of December 11, 2012, the Thirteenth Series Supplemental Indenture dated as of April 1, 2013, the Fourteenth Series Supplemental Indenture dated as of April 1, 2013, the Fifteenth Series Supplemental Indenture dated as of November 26, 2013, the Sixteenth Series Supplemental Indenture dated as of November 26, 2013, the Seventeenth Series Supplemental Indenture dated as of April 4, 2014, the Eighteenth Series Supplemental Indenture dated as of April 4, 2014, the Nineteenth Series Supplemental Indenture dated as of September 15, 2014, the Twentieth Series Supplemental Indenture dated as of September 15, 2014, the Twenty-First Series Supplemental Indenture dated as of March 27, 2015, the Twenty-Second Series Supplemental Indenture dated as of March 27, 2015, the Twenty-Third Series Supplemental Indenture dated as of March 27, 2015, the Twenty-Fourth Series Supplemental Indenture dated as of December 8, 2015, the Twenty-Fifth Series Supplemental Indenture dated as of December 8, 2015, the Twenty-Sixth Series Supplemental Indenture dated as of March 6, 2017, the Twenty-Seventh Series Supplemental Indenture dated as of October 1, 2017, the Twenty-Eighth Series Supplemental Indenture dated as of March 1, 2018, the Twenty-Ninth Series Supplemental Indenture dated as of March 1, 2018, the Thirtieth Series Supplemental Indenture dated as of April 3, 2019, the Thirty-First Series Supplemental Indenture dated as of July 2, 2019, the Thirty-Second Series Supplemental Indenture dated as of December 16, 2019, the Thirty-Third Series Supplemental Indenture dated as of December 16, 2019, the Thirty-Fourth Series Supplemental Indenture dated as of May 29, 2020, the Thirty-Fifth Series Supplemental Indenture dated as of May 29, 2020, the Thirty-Sixth Series Supplemental Indenture dated as of October 5, 2020, the Thirty-Seventh Series Supplemental Indenture dated as of April 5, 2021, the Thirty-Eighth Series Supplemental Indenture dated June 28, 2021, the Thirty-Ninth Series Supplemental Indenture dated September 13, 2022, the Fortieth Series Supplemental Indenture dated September 13, 2022, the Forty-First Series Supplemental Indenture dated September 13, 2022, the Forty-Second Series Supplemental Indenture dated March 28, 2023 and the Forty-Third Supplemental Indenture dated June 15, 2023 (collectively, the Base Indenture as so supplemented, the “Original Indenture”), as further supplemented by a Forty-Fourth Supplemental Indenture, a Forty-Fifth Supplemental Indenture and a Forty-Sixth Supplemental Indenture, each to be dated as of the Closing Date (as defined herein) (collectively with the Original Indenture, the “Indenture”) between the Company and the Trustee.

The Company has prepared and filed with the British Columbia Securities Commission (the “Reviewing Authority”) and the Canadian securities regulatory authorities (together with the Reviewing Authority, the “Qualifying Authorities”) of each of the other provinces of Canada (including British Columbia, collectively, the “Qualifying Provinces”) in accordance with National Instruments 44-101 Short Form Prospectus Distributions (“National Instrument 44-101”) and 44-102 Shelf Distributions (“National Instrument 44-102”), and BC Instrument 44-503 Exemption from Certain Prospectus Requirements for Canadian Well-known Seasoned Issuers issued by the Reviewing Authority and equivalent blanket orders issued by the other Qualifying Authorities, in each case as may be amended, substituted or varied from time to time (collectively, the “WKSI Blanket Orders”), a short form base shelf prospectus dated August 8, 2022 relating to debt securities, preferred shares, common shares, warrants to purchase equity securities, warrants to purchase debt securities, share purchase contracts, share purchase or equity units and subscription receipts (in the English and French languages, as applicable, the “Shelf Prospectus”) and has obtained from the Reviewing Authority a receipt evidencing the receipt or deemed receipt, as applicable, for the Shelf Prospectus from each of the Qualifying Authorities pursuant to Multilateral Instrument 11-102 – Passport System and National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions.

The Company will prepare and file with the Qualifying Authorities, in accordance with National Instrument 44-102 and the WKSI Blanket Orders (collectively, the “Shelf Procedures”), a prospectus supplement dated the date hereof to the Shelf Prospectus in respect of the offering of the Securities setting forth the Shelf Information (as defined below) (the “Prospectus Supplement”), in both the English and French languages, by the earlier of: (a) the date the Prospectus Supplement is first sent or delivered to a purchaser; and (b) two Business Days after the execution and delivery of this Agreement.

The information included in the Prospectus Supplement that is omitted from the Shelf Prospectus but that is required under the Shelf Procedures to be included in the Prospectus Supplement is referred to as the “Shelf Information”.

The Shelf Prospectus, including the documents and any other information expressly incorporated by reference therein, is herein referred to as the “Prospectus,” except that when the Prospectus Supplement is furnished to the Agents for use in connection with the offering of the Securities in Canada or filed with the Qualifying Authorities, the term “Prospectus” shall include the Prospectus Supplement, including the documents and any other information expressly incorporated by reference therein. Any amendment to the Prospectus, any amended or supplemental prospectus or auxiliary material, information, evidence, return, report, application, statement or document relating to the sale of the Securities that may be filed by or on behalf of the Company under the securities laws of the Qualifying Provinces prior to the Closing Date or, where such document is deemed to be incorporated by reference in the Prospectus, prior to the expiry of the period of distribution of the Securities in Canada, is referred to herein collectively as the “Supplementary Material”.

The Company hereby agrees with the Agents as follows:

The Agents agree to offer the Securities only in accordance with, and in a manner permitted by, the laws of each jurisdiction in which such Securities are permitted to be offered, as described under “Plan of Distribution” in the Prospectus Supplement. The Agents further agree, upon receipt of the same from the Company, to send a copy of all amendments to the Prospectus to all persons to whom copies of the Prospectus are sent.

The Company covenants and agrees with the Agents to use commercially reasonable efforts to deliver a PDF version of the Shelf Prospectus, as supplemented by the Prospectus Supplement, to the Agents by no later than 9:30 p.m. (Eastern time) on the date hereof.

The Agents covenant and agree with the Company that if, and only if, the Company complies with its covenant in the preceding paragraph, they will use commercially reasonable efforts to deliver the PDF version of the Shelf Prospectus, as supplemented by the Prospectus Supplement, by electronic mail to each purchaser of Securities by no later than 11:59 p.m. (local time) on the date hereof.

In addition, in connection with the distribution of the Securities, each Agent (i) represents that it has not offered or sold, directly or indirectly, and agrees that it will not, directly or indirectly, offer, sell or deliver, any of the Securities in the United States, its territories and its possessions or to, or for the account or benefit of, a “U.S. person” (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)) and (ii) agrees that it will include a comparable provision to clause (i) above of this Section 2 in any sub-underwriting, banking group or selling group agreement or similar arrangement with respect to the Securities that may be entered into by such Agent.

Payment for the Securities shall be made against delivery to the nominee of the depositary specified in Schedule I hereto for the respective accounts of the several Agents of the Securities of one or more global notes (the “Global Notes”) representing the Securities, with any transfer taxes payable in connection with the transfer to purchasers of the Securities duly paid by the Company. Copies of the Global Notes will be electronically transmitted (such as by use of .pdf) to counsel to the Agents for inspection by the Agents not later than 3:00 p.m. (Eastern time) on the Business Day prior to the Closing Date.

In return for the Agents’ services in acting as financial advisors to the Company, in assisting in the preparation of the Prospectus Supplement (and any supplement or amendment thereto), in advising on the final terms and conditions of the Securities, participating in and managing the sale of the Securities, in distributing the Securities, both directly and to other registered dealers and brokers, and in performing administrative work in connection with the distribution of the Securities, the Company agrees to pay to the Agents, at the Closing Date a fee (the “Agents’ Fee”) of (i) Cdn. $4.00 per Cdn. $1,000 principal amount of Series CAK Notes actually sold, exclusive of any applicable goods and services tax or any similar applicable tax; (ii) Cdn. $5.00 per Cdn. $1,000 principal amount of Series CAL Notes actually sold, exclusive of any applicable goods and services tax or any similar applicable tax; and (iii) Cdn. $3.70 per Cdn. $1,000 principal amount of Series CAM Notes actually sold, exclusive of any applicable goods and services tax or any similar applicable tax. Each Agent shall be entitled to receive that proportion of the remainder of the aggregate Agents’ Fee paid by the Company in respect of the Series CAK Notes, the Series CAL Notes and the Series CAM Notes equal to the percentage listed opposite its name in Schedule II in respect of the Series CAK Notes, the Series CAL Notes and the Series CAM Notes, respectively.

In no event shall the indemnity provided in this Section 8 enure to the benefit of any person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the U.S. Securities Act) from any person who was not guilty of such fraudulent misrepresentation.

Each Agent agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Prospectus, each person who controls the Company within the meaning of Section 15 of the U.S. Securities Act and Section 20 of the Exchange Act, its officers, employees, agents and affiliates to the same extent as the foregoing indemnity from the Company to each Agent, but only with reference to information relating to such Agent furnished to the Company in writing by such Agent expressly for use in the Prospectus and any amendment or supplement thereto.

If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnity may be sought pursuant to either of the first or third paragraphs of this Section 8, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Person”) in writing, and the Indemnifying Person, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding and all such fees and expenses shall be reimbursed as they are incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary, (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person, or (iii) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons. Any such separate firm for the Agents, each affiliate of any Agent which assists such Agent in the distribution of the Securities and such control persons of Agents shall be designated in writing by the first of the named Agents on Schedule II hereto and any such separate firm for the Company, its directors, its officers who sign the Prospectus and such control persons of the Company or authorized representatives shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel for which the Indemnified Person is entitled to be reimbursed in accordance with this paragraph, the Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such Indemnifying Person of the aforesaid request, and (ii) such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (i) includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

If the indemnification provided for in the first and third paragraphs of this Section 8 is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Agents on the other hand from the offering of the Securities, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Agents on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Agents on the other shall be deemed to be in the same respective proportions as the net proceeds from the offering of such Securities (before deducting expenses) received by the Company and the aggregate fee payable by the Company to the Agents bear to the aggregate public offering price of the Securities. The relative fault of the Company on the one hand and the Agents on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Agents and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the Agents agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, in no event shall an Agent be required to contribute any amount in excess of such aggregate fee or any portion of such fee actually received. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the U.S. Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Agents’ obligations to contribute pursuant to this Section 8 are several in the percentages set forth opposite their names in Schedule II hereto, and not joint.

The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

The indemnity and contribution agreements contained in this Section 8 and the representations and warranties of the Company set forth in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Agent or any person controlling any Agent or by or on behalf of the Company, its officers or directors or any other person controlling the Company, and (iii) acceptance of and payment for any of the Securities.

The rights of termination contained in this Section 9 may be exercised by any of the Agents and are in addition to any other rights or remedies any of the Agents may have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of the Terminating Agent to the Company or on the part of the Company to the Terminating Agent except in respect of any liability which may have arisen prior to or arise after such termination under Sections 8 and 10 (and, for clarity, the Terminating Agent will not be entitled to any portion of the fee payable by the Company pursuant to Section 3). A notice of termination given by an Agent under this Section 9 shall not be binding upon any other Agent.

Upon the delivery of a notice of termination by a Terminating Agent under this Section 9, the Company may, in its absolute discretion, proceed with the sale of Securities in accordance with the terms of this Agreement with the remaining Agents or terminate this Agreement.

(b)            In the event that any Agent that is a Covered Entity or a Covered Affiliate (as defined below) of any such Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

(c)            As used in this Section:

[Remainder of this page intentionally left blank]

EXECUTION PAGE – AGENCY AGREEMENT

Accepted: September 5, 2023.

EXECUTION PAGE – AGENCY AGREEMENT

EXECUTION PAGE – AGENCY AGREEMENT

SCHEDULE I

SERIES CAK NOTES

SERIES CAL NOTES

SERIES CAM NOTES

SCHEDULE II

ANNEX A-1

FORM OF OPINION OF

NORTON ROSE FULBRIGHT CANADA LLP

1.            The Company is incorporated and existing under the Business Corporations Act (British Columbia) and has the corporate power and capacity to own, lease and operate its properties and conduct its business as described in the Prospectus.

2.            The Company is qualified or registered to carry on business in each of the Provinces in Canada in which the location of its properties or the operation of its business makes such qualification or registration necessary, except where the failure to be so qualified or registered would not have a material adverse effect upon the business of the Company and its subsidiaries, taken as a whole.

3.            TCI is incorporated and existing under the Business Corporations Act (British Columbia) and has the corporate power and capacity to own, lease and operate its properties and conduct its business as described in the Prospectus.

4.            TCI is qualified or registered to carry on business in each of the Provinces in Canada.

5.            The authorized share capital of TCI consists of an unlimited number of ordinary shares and an unlimited number of special redeemable subordinate preferred shares. All of the outstanding ordinary shares in the capital of TCI are registered in the name of the Company. All of the outstanding special redeemable subordinate preferred shares in the capital of TCI are registered in the name of TELUS Health & Payment Solutions GP Inc., which is a wholly owned subsidiary of the Company.

6.            TELUS International is incorporated and existing under the Business Corporations Act (British Columbia) and has the corporate power and capacity to own, lease and operate its properties and conduct its business as described in the Prospectus.

7.            There are no restrictions on the corporate power and capacity of the Company to enter into the Agency Agreement, the Base Indenture as supplemented by the Forty-Fourth Series Supplemental Indenture, the Base Indenture as supplemented by the Forty-Fifth Series Supplemental Indenture or the Base Indenture as supplemented by the Forty-Sixth Series Supplemental Indenture (together with the Forty-Fourth Series Supplemental Indenture and the Forty-Fifth Series Supplemental Indenture, the “Indentures”) and carry out its obligations under the Agency Agreement or the Indentures. The Company has the corporate power and capacity to execute, issue and deliver the 5.75% Sustainability-Linked Notes, Series CAK due September 8, 2033 (the “Series CAK Notes”), the 5.95% Notes, Series CAL due September 8, 2053 (the “Series CAL Notes”) and the 5.60% Notes, Series CAM due September 9, 2030 (the “Series CAM Notes” and, together with the Series CAK Notes and the Series CAL Notes, the “Securities”). The execution and delivery of, and the performance by the Company of its obligations under, the Agency Agreement and the Indentures have been duly authorized by all necessary corporate action on the part of the Company.

8.            Each of the Agency Agreement, the Base Indenture, the Forty-Fourth Series Supplemental Indenture, the Forty-Fifth Series Supplemental Indenture and the Forty-Sixth Series Supplemental Indenture has been duly executed by the Company.

9.            Each of the Agency Agreement, the Base Indenture, the Forty-Fourth Series Supplemental Indenture, the Forty-Fifth Series Supplemental Indenture and the Forty-Sixth Series Supplemental Indenture has been duly delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

10.          All corporate actions required to be taken by the Company under the Indentures relating to the authorization and issuance of the Securities have been complied with or satisfied. The Global Notes have been duly executed by the Company.

11.          Assuming due certification of the Global Notes by the Trustee, the Global Notes have been duly delivered by or on behalf of the Company and the Securities constitute valid and binding obligations of the Company entitling the holders thereof to the benefits provided to such holders under the applicable Indenture.

12.         Each Indenture and the form and terms of the Securities meet all legal requirements under the Business Corporations Act (Ontario) and, assuming due certification of the Global Notes by the Trustee, the provisions of such Act have been complied with by the Company in respect of the issuance, certification and delivery of the Securities.

13.          Each Indenture and the form and terms of the Securities meet all legal requirements under the Business Corporations Act (British Columbia) and, assuming due certification of the Global Notes by the Trustee, the provisions of such Act have been complied with by the Company in respect of the issuance, certification and delivery of the Securities.

14.          The execution, delivery and performance by the Company of its obligations under the Agency Agreement, the Indentures and the Securities do not and will not contravene or result in a breach of and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of, and do not and will not conflict with:

(a)           any applicable law of the Province of Ontario or of the federal laws of Canada applicable therein;

(b)          any resolution of the board of directors (or any committee thereof) or of the shareholders of the Company;

(c)          any of the agreements or instruments set forth in a schedule to such opinion; or

(d)          to the best of our knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or TCI,

and no consent, approval, authorization or order of, or qualification with, any governmental body or agency of the Province of Ontario or of the Government of Canada is required for the performance by the Company of its obligations under the Agency Agreement, the Indentures or the Securities except such as have been obtained.

15.         The execution, delivery and performance by the Company of its obligations under the Agency Agreement, the Indentures and the Securities do not and will not contravene or result in a breach of and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of, and do not and will not conflict with:

(a)          any applicable law of the Province of British Columbia; or

(b)          any provision of the notice of articles or articles of the Company,

and no consent, approval, authorization or order of, or qualification with, any governmental body or agency of the Province of British Columbia is required for the performance by the Company of its obligations under the Agency Agreement, the Indentures or the Securities except such as have been obtained.

16.          All necessary documents have been filed, all requisite proceedings have been taken and all necessary authorizations, approvals, permits and consents have been obtained by the Company under Canadian Securities Laws to permit the Securities to be offered and sold to the public in the Qualifying Provinces through persons and companies who are registered in an appropriate category of registration under Canadian Securities Laws and who have complied with the relevant provisions of such legislation.

17.          The Company is a reporting issuer in each of the Qualifying Provinces and, where applicable, is not on the list of defaulting reporting issuers or noted in default on the list of reporting issuers maintained by the relevant Qualifying Authorities.

18.          To the best of our knowledge, no order having the effect of ceasing or suspending the distribution of the Securities has been issued by any Qualifying Authority and no proceeding for that purpose has been initiated or threatened by any Qualifying Authority.

19.          Subject to the limitations, assumptions and qualifications and relying upon the matters set out therein, the statements in the Shelf Prospectus under the heading “Description of Debt Securities” and the statements in the Prospectus Supplement under the heading “Details of the Offering”, insofar as they purport to constitute a summary of the terms of the Securities, are accurate and fair summaries of the matters described therein. Subject to the limitations, assumptions and qualifications therein, the statements in the Prospectus Supplement under the heading “Certain Canadian Federal Income Tax Considerations” is an accurate and fair summary of the principal Canadian federal income tax considerations generally applicable to an investment in the Securities and the statements in the Prospectus Supplement under the heading “Eligibility for Investment” are true and correct.

20.          No stamp duty, registration or documentary taxes, duties or similar charges are payable under the laws of the Province of Ontario or the federal laws of Canada in connection with the creation, issuance, sale and delivery of the Securities or the authorization, execution, delivery and performance of the Agency Agreement and the Indentures.

21.          No stamp duty, registration or documentary taxes, duties or similar charges are payable under the laws of the Province of British Columbia in connection with the creation, issuance, sale and delivery of the Securities or the authorization, execution, delivery and performance of the Agency Agreement and the Indentures.

22.         Assuming (i) each purchaser of Securities in Québec has received a copy of the Shelf Prospectus and the Prospectus Supplement in the French language only or a copy of the Shelf Prospectus and the Prospectus Supplement in the French language and a copy of the Shelf Prospectus and the Prospectus Supplement in the English language; and (ii) all documents incorporated and deemed to be incorporated by reference into the Shelf Prospectus and the Prospectus Supplement have been translated in the French language and filed with the Autorité des marchés financiers, all requirements relating to the use of the French language in the Securities Act (Québec) will have been complied with in connection with the offer and sale of the Securities to purchasers in Québec. No opinion is expressed on whether the Shelf Prospectus, the Prospectus Supplement and forms of order and confirmation are in compliance with the Charter of the French Language (Québec).

ANNEX B-1

FORM OF REGULATORY OPINION

OF the Vice President – Telecom Policy & Chief Regulatory Legal Counsel of the Company

1.            The statements in the Company’s Annual Information Form dated February 9, 2023 under the headings “Canadian ownership and control requirements” and “Regulation”, and the statements in the Company’s management’s discussion and analysis for the fiscal year ended December 31, 2022 under the headings “Communications industry regulatory developments and proceedings” and “Regulatory matters”, as modified, supplemented or superseded to the extent that a statement contained therein is modified, supplemented or superseded by any document incorporated by reference in the Prospectus, insofar as such disclosure describes or summarizes matters of law, fairly summarizes such matters of law.

2.            TCI, A.B.C. Allen Business Communications Ltd. and Altima Solutions Limited are the only telecommunications common carriers (as such term is used in the Telecommunications Act and in accordance with the Ownership Regulations) that are controlled by the Company, and each such company is:

(a)          eligible to operate as a Canadian carrier in Canada, as defined under and in accordance with the Telecommunications Act and the Ownership Regulations;

(b)          not in violation of the prohibition contained in subsection 16(4) of the Telecommunications Act against operating in Canada as a telecommunications common carrier unless it is eligible under Section 16 of the Telecommunications Act to do so; and

(c)           not controlled by any persons that are not Canadian, in accordance with the meanings ascribed to the term “control” under the Telecommunications Act and the term “Canadian” under the Ownership Regulations.

3.            Not less than 80% of the members of the board of directors of TCI, A.B.C. Allen Business Communications Ltd. and Altima Solutions Limited are individual Canadians, as defined under the Ownership Regulations, and Canadians, as defined under the Ownership Regulations, beneficially own, directly or indirectly, in the aggregate and otherwise than by way of security only, all of the issued and outstanding voting shares, as defined under the Ownership Regulations, of each such company.

4.           TCI and A.B.C. Allen Business Communications Ltd. are the only radiocommunication service providers (as such term is used in the Radiocommunication Regulations) that are controlled by the Company and each such company:

(a)           is eligible to hold radio authorizations authorizing the operation in Canada of radio apparatus, as defined under and in accordance with the Radiocommunication Act and the Radiocommunication Regulations;

(b)          is not in violation of the prohibition contained in subsection 4(1) of the Radiocommunication Act against operating radio apparatus in Canada, except under and in accordance with a radio authorization issued by the Minister of Innovation, Science and Industry;

(c)           is not controlled by any persons that are not Canadian, in accordance with the meanings ascribed to the term “control” under the Telecommunications Act and the term “Canadian” under the Ownership Regulations; and

(d)           is eligible to be issued a radio authorization under subsection 9(1) of the Radiocommunication Regulations.

5.            TCI is Canadian, as defined under the Ownership Regulations.

6.            The Company, in respect of its ownership of and control over TCI, is a carrier holding corporation and a qualified corporation, as defined under the Ownership Regulations.

7.            Except as disclosed in the Prospectus, to the best of such counsel’s knowledge, there is no proposed or announced change in the Telecommunications Act, Radiocommunication Act, Ownership Regulations, Radiocommunication Regulations, Broadcasting Act or the CRTC Direction which would have a Material Adverse Effect.

8.           TCI is the only holder of licenses to operate broadcasting undertakings (as such term is used in the Broadcasting Act), and it is:

(a)          eligible to hold broadcasting licenses authorizing the operation in Canada of distribution and programming undertakings, as defined under and in accordance with the Broadcasting Act;

(b)          not in violation of the prohibition contained in subsection 32(1) of the Broadcasting Act; and

(c)          not a non-Canadian (as that term is defined in the CRTC Direction).

ANNEX B-2

FORM OF REGULATORY CERTIFICATE

OF THE Vice President – Telecom Policy & Chief Regulatory Legal Counsel of the Company

1.            To the best of such counsel’s knowledge, there are no legal or governmental investigations or other proceedings pending or threatened before any court or before or by any federal, provincial, state, municipal or other governmental or public department, commission, board, agency or body, domestic or foreign (including, without limitation, proceedings, inquiries or investigations of Innovation, Science and Economic Development Canada, Canadian Heritage, the CRTC or the Bureau, or arising under the Telecommunications Act, the Radiocommunication Act, the Broadcasting Act or the Competition Act) to which the Company or TCI is a party or to which any of the properties or assets of the Company or TCI is subject that are required to be described in the Prospectus, that are not so described as required or any statutes, including any statutes relating to the regulation of the Canadian telecommunications, radiocommunications and broadcasting industries (including for this purpose the orders, rules, regulations, directives, decisions, notices and policies promulgated pursuant to any applicable statutes or regulations specifically relating to the regulation of the Canadian telecommunications, radiocommunications and broadcasting industries and the orders, rules, regulations, directives, decisions, notices and policies promulgated thereunder), regulations, contracts or other documents that are required to be described in the Prospectus that are not described as required.

2.            To the best of such counsel’s knowledge, each of the Company and its subsidiaries owns, possesses or has obtained all licenses, permits, certificates, consents, orders, approvals, waivers, registrations, and other authorizations from, and has made all declarations and filings with, all federal, provincial and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of the date hereof except where any failure to possess or obtain any such licenses, permits or other documents described in this paragraph or to make any such declaration or filing, or to fulfill any condition to an authorization would not, singly or in the aggregate, have a Material Adverse Effect, and neither the Company nor TCI has received any actual notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, waiver, registration, approval or other authorization, except as described in the Prospectus or except where any revocation or modification would not, singly or in the aggregate, have a Material Adverse Effect; and each of the Company and TCI is in compliance with all laws and regulations relating to the conduct of its business as conducted as of the date hereof except where any non-compliance would not, singly or in the aggregate, have a Material Adverse Effect.

3.            To the best of such counsel’s knowledge, neither the Company nor TCI is in violation of, or in default in any respect under, any judgment, decree, decision, order, writ, law, statute, rule or regulation rendered or enacted in Canada respecting telecommunications and the regulation within Canada of telecommunications common carriers, as defined in the Telecommunications Act, respecting radiocommunication and the operation within Canada of radio apparatus, as defined in the Radiocommunication Act or respecting broadcasting and the regulation within Canada of broadcasting undertakings, as defined in the Broadcasting Act, applicable to the Company or its subsidiaries, or any interpretation or policy relating thereto that is applicable to the Company or its subsidiaries except where the consequence of such violations or defaults would not have a Material Adverse Effect; the conduct of the Company’s and its subsidiaries’ businesses in the manner and to the extent currently conducted and proposed to be conducted, as described in the Prospectus, is in accordance with all material conditions and/or provisions of the Licenses and the Communications Statutes except where the consequence of any non-compliance would not, singly or in the aggregate, have a Material Adverse Effect; and no event has occurred which permits, or with notice or lapse of time or both, would permit the revocation or termination of any of the Licenses or which might result in any other material impairment of the rights of the Company and TCI therein or in any material violation of the Communications Statutes except where any revocation or modification would not, singly or in the aggregate, have a Material Adverse Effect.

4.            To the best of such counsel’s knowledge, when required, the Company and TCI have timely filed all renewal applications with respect to all Licenses held by any of them, except where the failure so to file would not result in a Material Adverse Effect; no protests or competing applications have been filed with respect to such renewal applications and nothing has come to the Company’s attention that would lead it to conclude that such renewal applications will not be granted by the appropriate regulatory agency or body in the ordinary course or that its Licenses will be terminated, except where the consequence of such applications not being granted or termination of Licenses would not, singly or in the aggregate, have a Material Adverse Effect; and the Company and its subsidiaries are authorized under the Communications Statutes and the rules and regulations promulgated thereunder to continue to provide the services which are the subject of such renewal applications during the pendency thereof.

Exhibit 99.2

A final short form base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada. A copy of the final short form base shelf prospectus, any amendment to the short form base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final short form base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

September 5, 2023

TELUS Corporation

Indicative Term Sheet

●% Sustainability-Linked Series CAK Notes due September 8, 2033

One or more sections of this term sheet may be provided by members of the Syndicate to investors.

Exhibit 99.3

A final short form base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada. A copy of the final short form base shelf prospectus, any amendment to the short form base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final short form base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

September 5, 2023

TELUS Corporation

Indicative Term Sheet

●% Series CAL Notes due September 8, 2053

One or more sections of this term sheet may be provided by members of the Syndicate to investors.

Exhibit 99.4

A final short form base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada. A copy of the final short form base shelf prospectus, any amendment to the short form base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final short form base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

September 5, 2023

TELUS Corporation

Indicative Term Sheet

●% Series CAM Notes due September 9, 2030

One or more sections of this term sheet may be provided by members of the Syndicate to investors.

Exhibit 99.5

A final short form base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada. A copy of the final short form base shelf prospectus, any amendment to the short form base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final short form base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

September 5, 2023

TELUS Corporation

Final Term Sheet

5.75% Sustainability-Linked Series CAK Notes due September 8, 2033

One or more sections of this term sheet may be provided by members of the Syndicate to investors.

Exhibit 99.6

A final short form base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada. A copy of the final short form base shelf prospectus, any amendment to the short form base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final short form base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

September 5, 2023

TELUS Corporation

Final Term Sheet

5.95% Series CAL Notes due September 8, 2053

One or more sections of this term sheet may be provided by members of the Syndicate to investors.

Exhibit 99.7

A final short form base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada. A copy of the final short form base shelf prospectus, any amendment to the short form base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final short form base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

September 5, 2023

TELUS Corporation

Final Term Sheet

5.60% Series CAM Notes due September 9, 2030

One or more sections of this term sheet may be provided by members of the Syndicate to investors.

Exhibit 99.8

Media Release

September 5, 2023

TELUS announces three-tranche note offering

5.75% Sustainability-Linked Notes, Series CAK due September 8, 2033

5.95% Notes, Series CAL due September 8, 2053

5.60% Notes, Series CAM due September 9, 2030

VANCOUVER, B.C. - TELUS announced today it has priced $1.75 billion of senior unsecured notes in three series, the first with a 10-year maturity, the second with a 30-year maturity and the third with a 7-year maturity. The notes are offered through a syndicate of agents led by BMO Capital Markets, Scotiabank and TD Securities Inc. Closing of the offering is expected to occur on or about September 8, 2023.

The 5.75% Sustainability-Linked notes, Series CAK (the “Series CAK Notes”), were priced at $99.782 per $100 principal amount for an effective yield of 5.779% per annum until maturity, subject to a possible interest rate step-up, and will mature on September 8, 2033.

The 5.95% notes, Series CAL, were priced at $99.267 per $100 principal amount for an effective yield of 6.003% per annum until maturity, and will mature on September 8, 2053.

The 5.60% notes, Series CAM, were priced at $99.885 per $100 principal amount for an effective yield of 5.620% per annum until maturity, and will mature on September 9, 2030.

The net proceeds of this offering will be used for the repayment of outstanding indebtedness, including the repayment of commercial paper (incurred for general working capital purposes) and the reduction of cash amounts outstanding under an arm’s length securitization trust to which an affiliate of TELUS sells interests in certain trade receivables (incurred for general working capital purposes), and for other general corporate purposes.

The Series CAK notes are “Sustainability-Linked Bonds” issued pursuant to TELUS’ Sustainability-Linked Bond Framework announced on June 14, 2021, as it may be amended, restated and/or replaced from time to time (the “Framework”) and will be TELUS’ fifth bond offering under the Framework. As part of the Framework, TELUS has committed to reducing its absolute Scope 1 and 2 greenhouse gas (“GHG”) emissions by 46% from 2019 levels by 2030. Should TELUS fail to achieve this target (the “Sustainability Performance Target”) by December 31, 2030, the interest payable on the Series CAK Notes will increase by 0.60% per annum, as will be further detailed in the prospectus supplement that TELUS will be filing to its short form base shelf prospectus dated August 8, 2022 with securities regulatory authorities in each of the provinces of Canada. The interest payable on the Series CAK Notes may also increase in certain circumstances if TELUS fails to meet additional sustainability and/or environmental, social or governance (“ESG”) targets as provided for in a future “Sustainability-Linked Bond” (a “Future SLB”) issued by TELUS pursuant to the Framework. The interest rate on the Series CAK Notes, however, can in no event exceed the initial rate of 5.75% by more than 1.20% per annum in the aggregate, whether as a result of the failure to achieve the Sustainability Performance Target and/or any targets under one or more Future SLBs.

The Series CAK Note offering supports TELUS’ commitment to environmental sustainability by linking financing to the achievement of ambitious ESG targets. The target set out in the Framework was approved by the Science Based Targets initiative (“SBTi”), further demonstrating TELUS’ global sustainability leadership and support of the world’s fight against climate change. The Sustainability Performance Target is consistent with reductions required to limit warming to below 1.5°C, which at the time of publication of the Framework, was considered the most ambitious designation available through the SBTi process.

TELUS will report annually on its performance against the Sustainability Performance Target and will also obtain an annual independent and external verification of its performance against the Sustainability Performance Target in the form of a limited assurance report. TELUS’ performance as well as the limited assurance report will be included in its annual Sustainability and ESG Report, or other similar report(s) as the case may be, and will be available on TELUS’ website.

Sustainalytics, a leading independent ESG research, ratings and analytics firm, issued a Second Party Opinion in June 2021 (as subsequently extended) confirming that the Framework aligns with the International Capital Market Association's Sustainability-Linked Bond Principles, 2020.

This media release does not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The securities being offered have not been approved or disapproved by any Canadian securities regulatory authority, nor has any authority passed upon the accuracy or adequacy of the short form base shelf prospectus or the prospectus supplement. The notes have not been registered under the U.S. Securities Act of 1933, as amended, and no notes of any series are being offered in the United States or to or for the account or benefit of any U.S. person.

The notes of each series are being offered pursuant to a prospectus supplement to the short form base shelf prospectus of TELUS dated August 8, 2022. The short form base shelf prospectus and prospectus supplement contain important detailed information about each series of notes. Copies of the short form base shelf prospectus and the prospectus supplement relating to the offering of each series of notes when filed with securities regulatory authorities in Canada may be obtained from the Chief Legal and Governance Officer of TELUS at 510 W. Georgia St., 23rd Floor, Vancouver, British Columbia V6B 0M3 (telephone 604-695-6420). Copies of these documents are, or will be, available electronically on the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators + (“SEDAR+”), at www.sedarplus.ca. Investors should read the short form base shelf prospectus and prospectus supplement before making an investment decision.

Forward-Looking Statements

This news release contains statements about future events pertaining to the offering, including the anticipated closing date of the offering, the intended use of the net proceeds of the offering, the Framework, including TELUS’ commitment to reduce its absolute Scope 1 and 2 GHG emissions by 46% from 2019 levels by 2030, the increase in the interest rate per annum of the Series CAK Notes if TELUS fails to reach the Sustainability Performance Target by the required date, the increase in the interest rate per annum of the Series CAK Notes if TELUS fails to reach additional ESG targets as provided for in a Future SLB(s), and TELUS’ commitments to report annually on its performance against its Sustainability Performance Target, to obtain an annual independent and external verification of its performance against the Sustainability Performance Target in the form of a limited assurance report and to include such performance and such limited assurance report in TELUS’ annual Sustainability and ESG Report or other similar reports and make them available on TELUS’ website. By their nature, forward-looking statements require us to make assumptions and predictions and are subject to inherent risks and uncertainties including: risks associated with capital and debt markets; TELUS’ ability to identify, procure and implement solutions to reduce energy consumption and adopt cleaner sources of energy; TELUS’ ability to identify and make suitable investments in renewable energy, including in the form of virtual power purchase agreements; TELUS’ ability to continue to realize significant absolute reductions in energy use and the resulting GHG emissions in its operations (in part as a result of programs and initiatives focused on our buildings and network); and other risks associated with achieving TELUS’ goals to reduce its GHG emission targets by 2030. There is significant risk that the forward-looking statements will not prove to be accurate. The timing and closing of the above-mentioned offering are subject to customary closing conditions and other risks and uncertainties. Readers are cautioned not to place undue reliance on forward-looking statements as a number of factors could cause actual future performance and events to differ materially from those described in the forward-looking statements. Accordingly, this news release is subject to the disclaimer and the qualifications and risk factors as set out in our 2022 annual management’s discussion and analysis (MD&A) and our Q2 2023 MD&A, and in other TELUS public disclosure documents and filings with securities commissions in Canada (on SEDAR+ at sedarplus.ca) and in the United States (on EDGAR at sec.gov). The forward-looking statements contained in this news release describe our expectations at the date of this news release and, accordingly, are subject to change after such date. Except as required by law, TELUS disclaims any intention or obligation to update or revise forward-looking statements.

About TELUS

TELUS (TSX: T, NYSE: TU) is a dynamic, world-leading communications technology company with more than $18 billion in annual revenue and over 18 million customer connections spanning wireless, data, IP, voice, television, entertainment, video, and security. Our social purpose is to leverage our global-leading technology and compassion to drive social change and enable remarkable human outcomes. Our longstanding commitment to putting our customers first fuels every aspect of our business, making us a distinct leader in customer service excellence and loyalty. The numerous, sustained accolades TELUS has earned over the years from independent, industry-leading network insight firms showcase the strength and speed of TELUS’ global-leading networks, reinforcing our commitment to provide Canadians with access to superior technology that connects us to the people, resources and information that make our lives better.

Operating in 32 countries around the world, TELUS International (TSX and NYSE: TIXT) is a leading digital customer experience innovator that designs, builds, and delivers next-generation solutions, including AI and content moderation, for global and disruptive brands across strategic industry verticals, including tech and games, communications and media, eCommerce and fintech, banking, financial services and insurance, health care, and others.

TELUS Health is a global health care leader, which provides employee and family primary and preventive health care and wellness solutions. Our TELUS team, along with our 100,000 health professionals, are leveraging the combination of TELUS’ strong digital and data analytics capabilities with our unsurpassed client service to dramatically improve remedial, preventive and mental health outcomes covering 68 million lives, and growing, around the world. As the largest provider of digital solutions and digital insights of its kind, TELUS Agriculture & Consumer Goods enables efficient and sustainable production from seed to store, helping improve the safety and quality of food and other goods in a way that is traceable to end consumers.

Driven by our determination and vision to connect all citizens for good, our deeply meaningful and enduring philosophy to give where we live has inspired TELUS and our team to contribute $1.6 billion, including 2.2 million days of service since 2000. This unprecedented generosity and unparalleled volunteerism have made TELUS the most giving company in the world. Together, let’s make the future friendly.

For more information about TELUS, please visit telus.com, follow us @TELUSNews on Twitter and @Darren_Entwistle on Instagram.

Investor Relations

Ian McMillan

(604) 317-8768

ir@telus.com

Media Relations

Steve Beisswanger

(514) 865-2787

Steve.Beisswanger@telus.com

Exhibit 99.9

TELUS CORPORATION

as Issuer

and

COMPUTERSHARE TRUST COMPANY OF CANADA

as Indenture Trustee

FORTY-FOURTH SERIES SUPPLEMENT

Dated as of September 8, 2023

Supplementing the Trust Indenture dated as of May 22, 2001

between TELUS Corporation, as Issuer and

Computershare Trust Company of Canada, as Indenture Trustee,

and providing for the issue of
5.75% Sustainability-Linked Notes, Series CAK due September 8, 2033

in the aggregate principal amount of $850,000,000

TABLE OF CONTENTS

THIS IS THE FORTY-FOURTH SERIES SUPPLEMENT dated as of September 8, 2023

BETWEEN:

- and-

WHEREAS the Issuer and the Indenture Trustee have entered into a trust indenture dated as of May 22, 2001 (the “Indenture”);

AND WHEREAS pursuant to Section 2.02 of the Indenture, the Issuer may from time to time create and issue one or more new Series of Debt Securities, subject to the satisfaction of certain conditions set forth in the Indenture and in the related Series Supplement;

AND WHEREAS the Principal Terms of any new Series of Debt Securities are to be set forth in a Series Supplement, which supplements the Indenture in relation to such Series;

AND WHEREAS this Series Supplement relates to the Series of Debt Securities to be designated as 5.75% Sustainability-Linked Notes, Series CAK due September 8, 2033 and the Issuer and the Indenture Trustee are entering into this Series Supplement in order to establish the Principal Terms of such Series and to provide for the issuance of such Series.

NOW THEREFORE THIS SERIES SUPPLEMENT WITNESSES and it is hereby covenanted, agreed and declared as follows:

Article One
Interpretation

This Series Supplement is supplemental to the Indenture, and the Indenture and this Series Supplement shall hereafter be read together and shall have effect, so far as practicable, with respect to the 5.75% Sustainability-Linked Notes, Series CAK due September 8, 2033 as if all the provisions of the Indenture and this Series Supplement were contained in one instrument, which instrument shall be governed by and construed in accordance with the laws of the Province of Ontario, and the federal laws of Canada applicable in such Province. The parties hereto expressly request and require that this document be drawn up in English. Les parties aux présentes conviennent et exigent que cette entente et tous les documents qui s’y rattachent soient rédigés en anglais.

(dd) any other Liens not otherwise qualifying as a Permitted Lien under the preceding clauses of this definition provided that, at the applicable time, the sum of (without duplication) (x) the aggregate principal amount of the Indebtedness secured by all such other Liens, plus (y) the Attributable Debt determined at such time of the then outstanding Unrestricted Sale and Lease-Back Transactions to which the Issuer or a Restricted Subsidiary is a party, plus (z) the then outstanding principal amount of all Restricted Indebtedness of the Restricted Subsidiaries, does not exceed 15% of the then applicable Consolidated Net Tangible Assets.

“Unrestricted Sale and Lease-Back Transaction” shall have the meaning specified in paragraph 3.02(b)(ii) of this Series Supplement.

“Restricted Subsidiary” shall mean (a) TELUS Communications Inc., (b) TELUS International (Cda) Inc., and (c) at any time any other Subsidiary of the Issuer if, at the end of the most recent fiscal quarter for which the Issuer has issued its financial statements, the total assets of such Subsidiary exceeded 10% of the consolidated assets of the Issuer and its Subsidiaries, determined in accordance with Canadian generally accepted accounting principles consistently applied.

“2019 levels” means the Scope 1 and Scope 2 greenhouse gas emissions of the Issuer and its Subsidiaries for the fiscal year ended December 31, 2019 (being 302,579 tCO₂e) (as such level may be adjusted pursuant to the Framework).

“Additional Amounts” shall have the meaning specified in Section 2.07 of this Series Supplement.

“Change of Control” shall mean the occurrence of any one of the following: (i) the direct or indirect sale, transfer, conveyance, lease or other disposition (other than by way of consolidation, amalgamation or merger), in one or a series of related transactions, of all or substantially all of the property and assets of the Issuer and its Subsidiaries, taken as a whole, to any Person or group of persons acting jointly or in concert for purposes of such transaction (other than to the Issuer and its Subsidiaries); or (ii) the consummation of any transaction including, without limitation, any consolidation, amalgamation, merger or issue of voting shares, the result of which is that any Person or group of persons acting jointly or in concert for purposes of such transaction (other than the Issuer and its Subsidiaries) becomes the beneficial owner, directly or indirectly, of more than 50% of the voting shares of the Issuer, measured by voting power rather than number of shares (but shall not include the creation of a holding company or similar transaction that does not involve a change in the beneficial ownership of the Issuer).

“Change of Control Offer” shall have the meaning specified in Section 5.01(1) of this Series Supplement.

“Change of Control Payment” shall have the meaning specified in Section 5.01(1) of this Series Supplement.

“Change of Control Payment Date” shall have the meaning specified in Section 5.01(2) of this Series Supplement.

“Change of Control Triggering Event” shall mean the occurrence of both a Change of Control and a Rating Event.

“DBRS” shall mean DBRS Limited.

“Discounted Value” shall mean, for any Note and any applicable Redemption Date, an amount equal to the sum of the present values of the remaining scheduled payments of principal and interest thereon to the maturity date of the Notes (or to June 8, 2033 if, as of the date notice of redemption is given, (i) there has not been any Rate Increase or MFN Step-Up and (ii) there can no longer be a Rate Increase or, based on the Future SLBs then outstanding, any MFN Step-Ups until June 8, 2033) (the maturity date of the Notes or June 8, 2033, as applicable, the “Relevant Date”) that would be due if the Notes matured on the Relevant Date but for the redemption (exclusive of any portion of the payments of interest accrued to the redemption date) computed on a semi-annual basis by discounting such payments (assuming a 365 day year) to the redemption date of the Notes at the Government of Canada Yield for the Notes, plus 52 basis points. In calculating Discounted Value of the Notes, remaining scheduled interest payments will be calculated assuming that the Trigger Event and any Future SLB Trigger Events under Future SLBs outstanding as of the date that notice of redemption is given will occur, and that the interest rate on the Notes will consequently be increased pursuant to a Rate Increase and pursuant to one or more MFN Step-Ups, in each case at the times and to the extent described in Section 2.06(3) of this Series Supplement, but only to the extent such consequent increases can still occur until the Relevant Date.

“Early Verification Assurance Certificate” shall mean a limited assurance report provided by the External Verifier and published on the Issuer’s website which shall confirm whether or not the Issuer has achieved the Sustainability Performance Target as of the end of any fiscal year ending prior to the Target Observation Date.

“External Verifier” shall mean any independent accounting or appraisal firm or other independent expert of internationally recognized standing appointed by the Issuer, in each case with the expertise necessary (as determined by the Issuer, acting reasonably) to perform the functions required to be performed by such firm or expert in order to determine if the Sustainability Performance Target has been met.

“Framework” shall mean the Sustainability-Linked Bond Framework of TELUS dated June 2021, as it may be amended or supplemented from time to time.

“Future SLB” shall mean sustainability-linked bond issued by the Issuer under the Framework after September 8, 2023 that includes additional sustainability and/or environmental, social or governance targets.

“Future SLB Rate Increase” shall mean any increase in the annual rate of interest payable on a Future SLB upon the occurrence of a Future SLB Trigger Event.

“Future SLB Trigger Event” shall mean in connection with a Future SLB any failure to (a) achieve, (b) verify the achievement of, or (c) publicize the verification of, a sustainability and/or environmental, social or governance target in accordance with the terms of such Future SLB.

“Government of Canada Yield” shall mean, with respect to any Note and any applicable Redemption Date, the mid market yield to maturity on the third Business Day (the “Determination Date”) preceding such Redemption Date, compounded semi-annually, which a non-callable Government of Canada bond would carry if issued, in Canadian Dollars in Canada, at 100% of its principal amount on such date with a term to maturity which most closely approximates the remaining term to the Relevant Date from such Redemption Date as quoted by a dealer selected from time to time by the Issuer and approved by the Indenture Trustee at noon (Toronto time) on such Determination Date.

“Initial Rate” shall mean 5.75% per annum.

“Interest Period” shall mean the period commencing on the later of the date of issuance of the Notes or the last Interest Payment Date to, but excluding, the next Interest Payment Date.

“Investment Grade Rating” shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P or BBB (low) (or the equivalent) by DBRS, or the equivalent investment grade credit rating from any other Specified Rating Agency.

“Maturity Date” shall mean September 8, 2033.

“MFN Step-Up” shall have the meaning specified in Section 2.06(3) of this Series Supplement.

“Modified Rate” shall mean the Initial Rate plus the Rate Increase.

“Moody’s” shall mean Moody’s Investors Service Inc.

“Notes” shall have the meaning specified in Section 2.01 of this Series Supplement.

“Par Call Date” shall mean June 8, 2033.

“Permitted Indebtedness” of the Restricted Subsidiaries shall mean:

“Rate Increase” means an amount equal to 0.60% per annum.

“Rating Event” shall mean the rating on the Notes is lowered to below an Investment Grade Rating by at least two out of three of the Specified Rating Agencies if there are three Specified Rating Agencies or all of the Specified Rating Agencies if there are less than three Specified Rating Agencies (the “Required Threshold”) on any day within the 60-day period (which 60-day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by such number of the Specified Rating Agencies which, together with Specified Rating Agencies which have already lowered their ratings on the Notes as aforesaid, would aggregate in number the Required Threshold, but only to the extent that, and for so long as, a Change of Control Triggering Event would result if such downgrade were to occur) after the earlier of (i) the occurrence of a Change of Control, and (ii) public notice of the occurrence of a Change of Control or of the Issuer’s intention or agreement to effect a Change of Control.

“Restricted Indebtedness” of the Restricted Subsidiaries, shall mean at any time, any Indebtedness of the Restricted Subsidiaries which, at such time, is not Permitted Indebtedness.

“S&P” shall mean Standard & Poor’s Rating Services, a business unit of S&P Global Canada Corp.

“Specified Rating Agencies” shall mean each of Moody’s, S&P and DBRS as long as, in each case, it has not ceased to rate the Notes or failed to make a rating of the Notes publicly available for reasons outside of the Issuer’s control; provided that if one or more of Moody’s, S&P or DBRS ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Issuer’s control, the Issuer may select any other “designated rating organization” within the meaning of National Instrument 41-101 of the Canadian Securities Administrators as a replacement agency for such one or more of them, as the case may be.

“SPT Verification Assurance Certificate” shall mean the limited assurance report provided by the External Verifier which shall confirm whether or not the Issuer has achieved the Sustainability Performance Target as of the Target Observation Date and which shall be published by the Issuer on its website no later than the later of: (i) the date of publication of the Issuer’s audited consolidated financial statements for the fiscal year ending on the Target Observation Date and (ii) March 31, 2031; provided that to the extent the Issuer determines that additional time will be required for the External Verifier to complete the relevant SPT Verification Assurance Certificate then the SPT Verification Assurance Certificate shall be published by the Issuer on its website as soon as reasonably practicable after March 31, 2031, but in no event later than April 30, 2031.

“Sustainability Performance Target” shall mean the Issuer’s target of reducing absolute Scope 1 and 2 greenhouse gas emissions by 46 per cent from 2019 levels by the Target Observation Date (as such target or 2019 levels may be adjusted pursuant to the Framework).

“Target Observation Date” means December 31, 2030.

“Taxes” shall have the meaning specified in Section 2.07 of this Series Supplement.

“Trigger Event” shall mean if: (i) the Issuer does not achieve the Sustainability Performance Target as of the Target Observation Date as determined by the External Verifier and confirmed in the SPT Verification Assurance Certificate, (ii) the Issuer has not published on its website the SPT Verification Assurance Certificate on or before April 30, 2031 or (iii) the SPT Verification Assurance Certificate contains a reservation about whether or not the Sustainability Performance Target has been achieved as of the Target Observation Date.

If any term or provision contained in this Series Supplement shall conflict or be inconsistent with any term or provision of the Indenture, the terms and provisions of this Series Supplement shall govern; provided, however, that the terms and provisions of this Series Supplement may modify or amend the terms of the Indenture solely as applied to the Notes.

This Series Supplement shall, unless the context otherwise requires, be subject to the interpretation provisions contained in Article One of the Indenture.

Exhibit A to this Series Supplement forms part of this Series Supplement.

Article Two
Debt Securities

The Issuer is hereby authorized to issue under the Indenture a Series of Debt Securities designated “5.75% Sustainability-Linked Notes, Series CAK due September 8, 2033” (the “Notes”) having the terms set forth in this Article Two.

The aggregate principal amount of the Notes that may be issued (except for Notes issued upon registration of transfer of, or in exchange for, or in lieu of, other Notes) shall be initially limited to $850,000,000. The Issuer may, from time to time, without the consent of any existing Holders of the Notes, create and issue additional Notes hereunder in such additional amounts as the Issuer may determine having the same terms and conditions as the Notes in all respects, except for such variations to such terms and conditions as may be required, in the reasonable and good faith opinion of the Issuer, to reflect the different issue dates of such additional Notes and the then existing Notes and the intention that all such additional Notes and then existing Notes be fungible for trading purposes from the issue date of such additional Notes (which variations may include, among other things, a different issue date, a different issue price, a different interest commencement date, a different first interest payment date, a different initial interest period, and a different interest payment calculation for the initial interest period). Additional Notes so created and issued will be consolidated with and form a single Series with the then existing Notes and, if the Issuer acting reasonably and in good faith determines that it is advisable or advantageous to do so, the Issuer may accept such additional Notes and then existing Notes (including any such Notes in global form held by a Depositary) in exchange for consolidated and restated replacement Notes reflecting the terms and conditions of such additional Notes and then existing Notes.

The Notes shall be denominated in, and all principal of, and premium, interest and other amounts on the Notes shall be payable in, Canadian Dollars. Unless expressly provided to the contrary in this Series Supplement, all amounts expressed in this Series Supplement and in each Note in terms of money refer to Canadian Dollars.

The Notes shall be denominated in integral multiples of $1,000.

The Series Issuance Date for the Notes shall be September 8, 2023 and the entire principal amount of the Notes shall become due and payable, together with any accrued and unpaid interest on the Notes, on September 8, 2033 (such date being the “Stated Maturity” of the outstanding principal amount of the Notes).

nor will such Additional Amounts be paid with respect to any payment on any Note to a holder or beneficial owner who is a fiduciary or partnership or other than the sole beneficial owner of such Note to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership or a beneficial owner thereof would not have been entitled to receive a payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner received directly its beneficial or distributive share of such payment.

The Notes will not be subject to repurchase or redemption pursuant to any sinking fund.

The Notes will be subject to Defeasance and Covenant Defeasance as described in Article Thirteen of the Indenture.

For the purpose of this Series Supplement and the Notes:

Notwithstanding Section 1.07 or any other provision under the Indenture, if any Interest Payment Date or the date of Maturity is not a Business Day, such payment will be made on the next Business Day, and the Holders of such Notes shall not be entitled to any further interest or other payment in respect of such delay.

Article Three
Covenants With Respect To The Notes

Subsections 5.03(a) and 5.03(c) of the Indenture shall be inapplicable to this Series Supplement and the Notes.

The Issuer covenants and agrees with the Indenture Trustee for the benefit of the Holders of the Notes that, so long as the Notes are Outstanding and except as otherwise permitted by the prior written consent of the Indenture Trustee:

Article Four
Miscellaneous Provisions

The Indenture, as amended and supplemented by this Series Supplement, is in all respects confirmed.

The Indenture Trustee hereby accepts the trusts in this Series Supplement declared and provided for and agrees to perform the same upon the terms and conditions and subject to the provisions set forth in the Indenture.

This Series Supplement may be executed in any number of counterparts, and delivered via electronic means (including by way of pdf), each of which so executed and delivered shall be deemed to be an original, but all of which shall together constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the date set forth on the first page of this Series Supplement.

Article Five
Additional Covenant With Respect to the Notes
— Offer to Repurchase Notes

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IN WITNESS OF WHICH the Issuer and the Indenture Trustee have caused this Series Supplement to be duly executed by their duly authorized officers as of the date specified on the first page of this Series Supplement.

EXECUTION PAGE – SUPPLEMENTAL INDENTURE

Exhibit A To FORTY-FOURTH Series Supplement

TELUS CORPORATION

5.75% Sustainability-Linked Notes, Series CAK due September 8, 2033

TELUS Corporation (the “Issuer”) for value received hereby acknowledges itself indebted and promises to pay to the Holder hereof on presentation and surrender of this 5.75% Sustainability-Linked Note, Series CAK (the “Note”) at the principal office of Computershare Trust Company of Canada (the “Indenture Trustee”, which term shall include its successors under the Indenture hereinafter referred to) in Calgary, Alberta, Canada, the principal amount of ● dollars in lawful money of Canada ($●), and to pay interest on the outstanding principal amount hereof at the same place in like money at the rate of 5.75% per annum (provided that a Trigger Event and/or a Future SLB Trigger Event has not occurred) (the “Initial Rate”), as well after as before maturity, default and judgment, with interest on overdue interest at the same rate as more particularly specified in the Indenture.

The outstanding principal amount of this Note is payable in one instalment on September 8, 2033. Interest on this Note that accrues from and including September 8, 2023 is payable in equal semi-annual instalments (subject to the occurrence of a Trigger Event) on March 8 and September 8 of each year beginning March 8, 2024. All accrued and unpaid interest on this Note is payable on September 8, 2033. Upon the occurrence of a Trigger Event, in respect of the Interest Period commencing on March 8, 2031, the rate of interest per annum for the purpose of determining the amount of interest payable on the Interest Payment Date relating to such Interest Period shall increase by an amount equal to 0.60% per annum (to 6.35% per annum) and interest at the increased rate of interest shall be payable on the Interest Payment Date relating to that Interest Period and each subsequent Interest Period thereafter (such increase, the “Rate Increase” and the Initial Rate plus the Rate Increase, the “Modified Rate”).

Whenever a Future SLB Trigger Event occurs, the rate per annum at which interest accrues on the Notes during the first Interest Period commencing at least 30 days following such Future SLB Trigger Event and any subsequent Interest Period thereafter will be increased by the corresponding Future SLB Rate Increase (an “MFN Step-Up”); provided that for greater certainty the length of the period during which the MFN Step-Up applies will not exceed the length of the period of such increase under a Future SLB to which a Future SLB Trigger Event has occurred. Notwithstanding the foregoing, to the extent that a Future SLB Trigger Event relates to a target that is substantially similar to a target with respect to which a prior Future SLB Trigger Event or Trigger Event has already resulted, or will result, in an MFN Step-Up or Rate Increase, as the case may be, there will be no additional MFN Step-Up in respect of that target, except to further increase the rate on the Notes to match a Future SLB Rate Increase that is greater than the Future SLB Rate Increase or Rate Increase that resulted in the previous or concurrent MFN Step-Up or Rate Increase related to such substantially similar target. Furthermore, in the circumstances in which Future SLB Trigger Events that relate to substantially similar targets occur concurrently, the higher MFN Step-Up will prevail. A target can be substantially similar to another target if it relates to a similar subject matter but sets a different target percentage or other threshold or has a different target observation date. Whether a target is substantially similar to another target for purposes of an MFN Step-Up will be determined by the Issuer in its sole and absolute discretion. Notwithstanding anything else in this Note, in no event shall the interest rate on the Notes exceed the Initial Rate by more than 1.20% per annum in the aggregate, whether as a result of a Rate Increase or one or more MFN Step-Ups.

All payments made by the Issuer under or with respect to this Note will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or therein or by any authority or agency thereof or therein having power to tax (hereinafter “Taxes”) unless the Issuer is required to withhold or deduct Taxes by Applicable Law or by the interpretation or administration thereof by the relevant Governmental Authority. If the Issuer is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes, the Issuer will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder or beneficial owner (including Additional Amounts) after such withholding or deduction will not be less than the amount such holder or beneficial owner would have received if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to:

nor will such Additional Amounts be paid with respect to any payment on this Note to a holder or beneficial owner who is a fiduciary or partnership or other than the sole beneficial owner of this Note to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership or a beneficial owner thereof would not have been entitled to receive a payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner received directly its beneficial or distributive share of such payment.

Where Tax is payable pursuant to Section 803 of the Income Tax Regulations by a Holder of the Notes or beneficial owner of the Notes in respect of any amount payable under the Notes to the Holder of the Notes (other than by reason of a transfer of the Notes to a person resident in Canada with whom the transferor does not deal at arm’s length for the purposes of the Income Tax Act (Canada)), but no Additional Amount is paid in respect of such Tax, the Issuer will pay to the Holder of the Notes an amount equal to such Tax within 45 days after receiving from the Holder of the Notes a notice containing reasonable particulars of the Tax so payable, provided such Holder of the Notes or beneficial owner would have been entitled to receive Additional Amounts on account of such Tax but for the fact that it is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes.

This Note is one of a duly authorized Series of Debt Securities designated as 5.75% Sustainability-Linked Notes, Series CAK due September 8, 2033 issued under a trust indenture dated as of May 22, 2001 (the “Trust Indenture”) and a Forty-Fourth Series Supplement (the “Series Supplement”) dated as of September 8, 2023 (the Series Supplement and, together with the Trust Indenture, and as further amended, the “Indenture”), in each case between the Issuer and the Indenture Trustee. Reference is hereby made to the Indenture as to the nature and extent of the rights of the Holders of the Debt Securities of this Series, all to the same effect as if the provisions of the Indenture were herein set forth, to all of which provisions the Holder of this Note by acceptance hereof assents. All capitalized terms used but not defined herein have the meanings specified in the Indenture.

Each Debt Security of this Series, including this Note, may be redeemed by the Issuer in the manner specified in the Indenture.

The Issuer is required, subject to and in accordance with the provisions of the Indenture, to make an offer to repurchase this Note at a price equal to 101% of the outstanding principal amount of this Note together with accrued and unpaid interest thereon (at the then prevailing rate) to the date of purchase upon the occurrence of a Change of Control Triggering Event (as defined in the Series Supplement).

The outstanding principal amount of this Note may become or be declared to be due and payable by the Indenture Trustee before maturity in the circumstances set out in Article 6 of the Trust Indenture.

This Note is transferable only in accordance with the provisions of the Indenture and subject to the last two sentences of this paragraph. No transfer of this Note shall be valid unless made on the Register kept by and at the principal office of the Registrar in Calgary, Alberta, by the Holder hereof or its attorney duly appointed by instrument in writing in form and execution satisfactory to the Registrar upon compliance with such reasonable requirements as the Registrar may prescribe. Except as otherwise provided in the Indenture, this Note may be transferred, in whole but not in part, only to another nominee of the Depositary for the 5.75% Sustainability-Linked Notes, Series CAK due September 8, 2033 or to a successor Depositary or to a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of CDS Clearing and Depository Services Inc. (“CDS”) to TELUS Corporation (the “Issuer”) or its agent for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered in the name of CDS & CO., or in such other name as is requested by an authorized representative of CDS (and any payment is made to CDS & CO. or to such other entity as is requested by an authorized representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holder hereof, CDS & CO., has a property interest in the securities represented by this certificate herein and it is a violation of its rights for another person to hold, transfer or deal with this certificate.

The Indenture contains provisions making binding upon all Holders of the Debt Securities of this Series, or upon the Holders of all Series outstanding under the Indenture, certain Holder Actions taken by the Holders of a specified majority of the Debt Securities of this Series, or of all Series, as the case may be, then outstanding.

This Note shall not become obligatory for any purpose until certified by the Indenture Trustee.

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IN WITNESS OF WHICH TELUS Corporation has caused this 5.75% Sustainability-Linked Note, Series CAK due September 8, 2033 to be signed by its duly authorized officer on September 8, 2023.

EXECUTION PAGE – GLOBAL NOTE

INDENTURE TRUSTEE’S CERTIFICATE

This 5.75% Sustainability-Linked Note, Series CAK due September 8, 2033 is one of the 5.75% Sustainability-Linked Notes, Series CAK due September 8, 2033 referred to in the Indenture (CUSIP No. 87971MCC5).

(Form of Registration Panel)

(No writing hereon except by the Indenture Trustee)

EXECUTION PAGE – GLOBAL NOTE

Exhibit 99.10

TELUS CORPORATION

as Issuer

and

COMPUTERSHARE TRUST COMPANY OF CANADA

as Indenture Trustee

FORTY-FIFTH SERIES SUPPLEMENT

Dated as of September 8, 2023

Supplementing the Trust Indenture dated as of May 22, 2001

between TELUS Corporation, as Issuer and

Computershare Trust Company of Canada, as Indenture Trustee,

and providing for the issue of
5.95% Notes, Series CAL due September 8, 2053

in the aggregate principal amount of $400,000,000

TABLE OF CONTENTS

THIS IS THE FORTY-FIFTH SERIES SUPPLEMENT dated as of September 8, 2023

BETWEEN:

TELUS CORPORATION, in its capacity as Issuer

- and-

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company under the laws of Canada, in its capacity as Indenture Trustee

WHEREAS the Issuer and the Indenture Trustee have entered into a trust indenture dated as of May 22, 2001 (the “Indenture”);

AND WHEREAS pursuant to Section 2.02 of the Indenture, the Issuer may from time to time create and issue one or more new Series of Debt Securities, subject to the satisfaction of certain conditions set forth in the Indenture and in the related Series Supplement;

AND WHEREAS the Principal Terms of any new Series of Debt Securities are to be set forth in a Series Supplement, which supplements the Indenture in relation to such Series;

AND WHEREAS this Series Supplement relates to the Series of Debt Securities to be designated as 5.95% Notes, Series CAL due September 8, 2053 and the Issuer and the Indenture Trustee are entering into this Series Supplement in order to establish the Principal Terms of such Series and to provide for the issuance of such Series.

NOW THEREFORE THIS SERIES SUPPLEMENT WITNESSES and it is hereby covenanted, agreed and declared as follows:

Article One
Interpretation

This Series Supplement is supplemental to the Indenture, and the Indenture and this Series Supplement shall hereafter be read together and shall have effect, so far as practicable, with respect to the 5.95% Notes, Series CAL due September 8, 2053 as if all the provisions of the Indenture and this Series Supplement were contained in one instrument, which instrument shall be governed by and construed in accordance with the laws of the Province of Ontario, and the federal laws of Canada applicable in such Province. The parties hereto expressly request and require that this document be drawn up in English. Les parties aux présentes conviennent et exigent que cette entente et tous les documents qui s’y rattachent soient rédigés en anglais.

(dd) any other Liens not otherwise qualifying as a Permitted Lien under the preceding clauses of this definition provided that, at the applicable time, the sum of (without duplication) (x) the aggregate principal amount of the Indebtedness secured by all such other Liens, plus (y) the Attributable Debt determined at such time of the then outstanding Unrestricted Sale and Lease-Back Transactions to which the Issuer or a Restricted Subsidiary is a party, plus (z) the then outstanding principal amount of all Restricted Indebtedness of the Restricted Subsidiaries, does not exceed 15% of the then applicable Consolidated Net Tangible Assets.

“Unrestricted Sale and Lease-Back Transaction” shall have the meaning specified in paragraph 3.02(b)(ii) of this Series Supplement.

“Restricted Subsidiary” shall mean (a) TELUS Communications Inc., (b) TELUS International (Cda) Inc., and (c) at any time any other Subsidiary of the Issuer if, at the end of the most recent fiscal quarter for which the Issuer has issued its financial statements, the total assets of such Subsidiary exceeded 10% of the consolidated assets of the Issuer and its Subsidiaries, determined in accordance with Canadian generally accepted accounting principles consistently applied.

“Additional Amounts” shall have the meaning specified in Section 2.07 of this Series Supplement.

“Change of Control” shall mean the occurrence of any one of the following: (i) the direct or indirect sale, transfer, conveyance, lease or other disposition (other than by way of consolidation, amalgamation or merger), in one or a series of related transactions, of all or substantially all of the property and assets of the Issuer and its Subsidiaries, taken as a whole, to any Person or group of persons acting jointly or in concert for purposes of such transaction (other than to the Issuer and its Subsidiaries); or (ii) the consummation of any transaction including, without limitation, any consolidation, amalgamation, merger or issue of voting shares, the result of which is that any Person or group of persons acting jointly or in concert for purposes of such transaction (other than the Issuer and its Subsidiaries) becomes the beneficial owner, directly or indirectly, of more than 50% of the voting shares of the Issuer, measured by voting power rather than number of shares (but shall not include the creation of a holding company or similar transaction that does not involve a change in the beneficial ownership of the Issuer).

“Change of Control Offer” shall have the meaning specified in Section 5.01(1) of this Series Supplement.

“Change of Control Payment” shall have the meaning specified in Section 5.01(1) of this Series Supplement.

“Change of Control Payment Date” shall have the meaning specified in Section 5.01(2) of this Series Supplement.

“Change of Control Triggering Event” shall mean the occurrence of both a Change of Control and a Rating Event.

“DBRS” shall mean DBRS Limited.

“Discounted Value” shall mean, for any Note and any applicable Redemption Date, an amount equal to the sum of the present values of all remaining scheduled payments of principal and interest (not including any portion of the payment of interest accrued as of such Redemption Date) from such Redemption Date to the respective due dates for such payments until March 8, 2053 computed on a semi-annual basis by discounting such payments (assuming a 365 day year) to the Redemption Date at the Government of Canada Yield, plus 61.5 basis points.

“Government of Canada Yield” shall mean, with respect to any Note and any applicable Redemption Date, the mid market yield to maturity on the third Business Day (the “Determination Date”) preceding such Redemption Date, compounded semi-annually, which a non-callable Government of Canada bond would carry if issued, in Canadian Dollars in Canada, at 100% of its principal amount on such date with a term to maturity which most closely approximates the remaining term to March 8, 2053 from such Redemption Date as quoted by a dealer selected from time to time by the Issuer and approved by the Indenture Trustee at noon (Toronto time) on such Determination Date.

“Investment Grade Rating” shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P or BBB (low) (or the equivalent) by DBRS, or the equivalent investment grade credit rating from any other Specified Rating Agency.

“Moody’s” shall mean Moody’s Investors Service Inc.

“Notes” shall have the meaning specified in Section 2.01 of this Series Supplement.

“Permitted Indebtedness” of the Restricted Subsidiaries shall mean:

“Rating Event” shall mean the rating on the Notes is lowered to below an Investment Grade Rating by at least two out of three of the Specified Rating Agencies if there are three Specified Rating Agencies or all of the Specified Rating Agencies if there are less than three Specified Rating Agencies (the “Required Threshold”) on any day within the 60-day period (which 60-day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by such number of the Specified Rating Agencies which, together with Specified Rating Agencies which have already lowered their ratings on the Notes as aforesaid, would aggregate in number the Required Threshold, but only to the extent that, and for so long as, a Change of Control Triggering Event would result if such downgrade were to occur) after the earlier of (i) the occurrence of a Change of Control, and (ii) public notice of the occurrence of a Change of Control or of the Issuer’s intention or agreement to effect a Change of Control.

“Restricted Indebtedness” of the Restricted Subsidiaries, shall mean at any time, any Indebtedness of the Restricted Subsidiaries which, at such time, is not Permitted Indebtedness.

“S&P” shall mean Standard & Poor’s Rating Services, a business unit of S&P Global Canada Corp.

“Specified Rating Agencies” shall mean each of Moody’s, S&P and DBRS as long as, in each case, it has not ceased to rate the Notes or failed to make a rating of the Notes publicly available for reasons outside of the Issuer’s control; provided that if one or more of Moody’s, S&P or DBRS ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Issuer’s control, the Issuer may select any other “designated rating organization” within the meaning of National Instrument 41-101 of the Canadian Securities Administrators as a replacement agency for such one or more of them, as the case may be.

“Taxes” shall have the meaning specified in Section 2.07 of this Series Supplement.

If any term or provision contained in this Series Supplement shall conflict or be inconsistent with any term or provision of the Indenture, the terms and provisions of this Series Supplement shall govern; provided, however, that the terms and provisions of this Series Supplement may modify or amend the terms of the Indenture solely as applied to the Notes.

This Series Supplement shall, unless the context otherwise requires, be subject to the interpretation provisions contained in Article One of the Indenture.

Exhibit A to this Series Supplement forms part of this Series Supplement.

Article Two
Debt Securities

The Issuer is hereby authorized to issue under the Indenture a Series of Debt Securities designated “5.95% Notes, Series CAL due September 8, 2053” (the “Notes”) having the terms set forth in this Article Two.

The aggregate principal amount of the Notes that may be issued (except for Notes issued upon registration of transfer of, or in exchange for, or in lieu of, other Notes) shall be initially limited to $400,000,000. The Issuer may, from time to time, without the consent of any existing Holders of the Notes, create and issue additional Notes hereunder in such additional amounts as the Issuer may determine having the same terms and conditions as the Notes in all respects, except for such variations to such terms and conditions as may be required, in the reasonable and good faith opinion of the Issuer, to reflect the different issue dates of such additional Notes and the then existing Notes and the intention that all such additional Notes and then existing Notes be fungible for trading purposes from the issue date of such additional Notes (which variations may include, among other things, a different issue date, a different issue price, a different interest commencement date, a different first interest payment date, a different initial interest period, and a different interest payment calculation for the initial interest period). Additional Notes so created and issued will be consolidated with and form a single Series with the then existing Notes and, if the Issuer acting reasonably and in good faith determines that it is advisable or advantageous to do so, the Issuer may accept such additional Notes and then existing Notes (including any such Notes in global form held by a Depositary) in exchange for consolidated and restated replacement Notes reflecting the terms and conditions of such additional Notes and then existing Notes.

The Notes shall be denominated in, and all principal of, and premium, interest and other amounts on the Notes shall be payable in, Canadian Dollars. Unless expressly provided to the contrary in this Series Supplement, all amounts expressed in this Series Supplement and in each Note in terms of money refer to Canadian Dollars.

The Notes shall be denominated in integral multiples of $1,000.

The Series Issuance Date for the Notes shall be September 8, 2023 and the entire principal amount of the Notes shall become due and payable, together with any accrued and unpaid interest on the Notes, on September 8, 2053 (such date being the “Stated Maturity” of the outstanding principal amount of the Notes).

nor will such Additional Amounts be paid with respect to any payment on any Note to a holder or beneficial owner who is a fiduciary or partnership or other than the sole beneficial owner of such Note to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership or a beneficial owner thereof would not have been entitled to receive a payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner received directly its beneficial or distributive share of such payment.

The Notes will not be subject to repurchase or redemption pursuant to any sinking fund.

The Notes will be subject to Defeasance and Covenant Defeasance as described in Article Thirteen of the Indenture.

For the purpose of this Series Supplement and the Notes:

Notwithstanding Section 1.07 or any other provision under the Indenture, if any Interest Payment Date or the date of Maturity is not a Business Day, such payment will be made on the next Business Day, and the Holders of such Notes shall not be entitled to any further interest or other payment in respect of such delay.

Article Three
Covenants With Respect To The Notes

Subsections 5.03(a) and 5.03(c) of the Indenture shall be inapplicable to this Series Supplement and the Notes.

The Issuer covenants and agrees with the Indenture Trustee for the benefit of the Holders of the Notes that, so long as the Notes are Outstanding and except as otherwise permitted by the prior written consent of the Indenture Trustee:

Article Four
Miscellaneous Provisions

The Indenture, as amended and supplemented by this Series Supplement, is in all respects confirmed.

The Indenture Trustee hereby accepts the trusts in this Series Supplement declared and provided for and agrees to perform the same upon the terms and conditions and subject to the provisions set forth in the Indenture.

This Series Supplement may be executed in any number of counterparts, and delivered via electronic means (including by way of pdf), each of which so executed and delivered shall be deemed to be an original, but all of which shall together constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the date set forth on the first page of this Series Supplement.

Article Five
Additional Covenant With Respect to the Notes
— Offer to Repurchase Notes

[Remainder of page intentionally left blank]

IN WITNESS OF WHICH the Issuer and the Indenture Trustee have caused this Series Supplement to be duly executed by their duly authorized officers as of the date specified on the first page of this Series Supplement.

EXECUTION PAGE – SUPPLEMENTAL INDENTURE

Exhibit A To FORTY-FIFTH Series Supplement

TELUS CORPORATION

5.95% Notes, Series CAL due September 8, 2053

TELUS Corporation (the “Issuer”) for value received hereby acknowledges itself indebted and promises to pay to the Holder hereof on presentation and surrender of this 5.95% Note, Series CAL (the “Note”) at the principal office of Computershare Trust Company of Canada (the “Indenture Trustee”, which term shall include its successors under the Indenture hereinafter referred to) in Calgary, Alberta, Canada, the principal amount of ● dollars in lawful money of Canada ($●), and to pay interest on the outstanding principal amount hereof at the same place in like money at the rate of 5.95% per annum, as well after as before maturity, default and judgment, with interest on overdue interest at the same rate as more particularly specified in the Indenture.

The outstanding principal amount of this Note is payable in one instalment on September 8, 2053. Interest on this Note that accrues for the period from and including September 8, 2023, to but not including March 8, 2024 is payable on the first Interest Payment Date (namely, March 8, 2024) in an aggregate amount equal to $●. Interest on this Note that accrues from and including March 8, 2024 is payable in equal semi-annual instalments on March 8 and September 8 of each year beginning September 8, 2024. All accrued and unpaid interest on this Note is payable on the Maturity of this Note.

All payments made by the Issuer under or with respect to this Note will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or therein or by any authority or agency thereof or therein having power to tax (hereinafter “Taxes”) unless the Issuer is required to withhold or deduct Taxes by Applicable Law or by the interpretation or administration thereof by the relevant Governmental Authority. If the Issuer is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes, the Issuer will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder or beneficial owner (including Additional Amounts) after such withholding or deduction will not be less than the amount such holder or beneficial owner would have received if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to:

nor will such Additional Amounts be paid with respect to any payment on this Note to a holder or beneficial owner who is a fiduciary or partnership or other than the sole beneficial owner of this Note to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership or a beneficial owner thereof would not have been entitled to receive a payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner received directly its beneficial or distributive share of such payment.

Where Tax is payable pursuant to Section 803 of the Income Tax Regulations by a Holder of the Notes or beneficial owner of the Notes in respect of any amount payable under the Notes to the Holder of the Notes (other than by reason of a transfer of the Notes to a person resident in Canada with whom the transferor does not deal at arm’s length for the purposes of the Income Tax Act (Canada)), but no Additional Amount is paid in respect of such Tax, the Issuer will pay to the Holder of the Notes an amount equal to such Tax within 45 days after receiving from the Holder of the Notes a notice containing reasonable particulars of the Tax so payable, provided such Holder of the Notes or beneficial owner would have been entitled to receive Additional Amounts on account of such Tax but for the fact that it is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes.

This Note is one of a duly authorized Series of Debt Securities designated as 5.95% Notes, Series CAL due September 8, 2053 issued under a trust indenture dated as of May 22, 2001 (the “Trust Indenture”) and a Forty-Fifth Series Supplement (the “Series Supplement”) dated as of September 8, 2023 (the Series Supplement and, together with the Trust Indenture, and as further amended, the “Indenture”), in each case between the Issuer and the Indenture Trustee. Reference is hereby made to the Indenture as to the nature and extent of the rights of the Holders of the Debt Securities of this Series, all to the same effect as if the provisions of the Indenture were herein set forth, to all of which provisions the Holder of this Note by acceptance hereof assents. All capitalized terms used but not defined herein have the meanings specified in the Indenture.

Each Debt Security of this Series, including this Note, may be redeemed by the Issuer in whole or in part at any time prior to March 8, 2053 upon not less than 10 days’ and not more than 60 days’ notice to the Holder hereof, in accordance with Section 3.01 of the Trust Indenture (as amended by the Series Supplement), at a Redemption Price equal to the greater of (a) the Discounted Value of this Note for the applicable Redemption Date, and (b) the outstanding principal amount of this Note, together in each case with all accrued and unpaid interest hereon to the Redemption Date. All Debt Securities of this Series, including this Note, may be redeemed by the Issuer in whole, or from time to time, in part, at any time on or after March 8, 2053 upon not less than 10 days’ and not more than 60 days’ notice to the Holder hereof, in accordance with Section 3.01 of the Trust Indenture (as amended by the Series Supplement), at a Redemption Price equal to the outstanding principal amount of this Note together with all accrued and unpaid interest hereon to the Redemption Date. Any redemption may, at the Issuer's discretion, be subject to one or more conditions, and may be revoked if any such conditions are not satisfied.

For the purpose of the preceding paragraph, “Discounted Value” shall mean, for this Note and any applicable Redemption Date, an amount equal to the sum of the present values of all remaining scheduled payments of principal and interest (not including any portion of the payment of interest accrued as of such Redemption Date) from such Redemption Date to the respective due dates for such payments until March 8, 2053 computed on a semi-annual basis by discounting such payments (assuming a 365 day year) to the Redemption Date at the Government of Canada Yield plus 61.5 basis points, and “Government of Canada Yield” shall mean, with respect to this Note and any applicable Redemption Date, the mid-market yield to maturity on the third Business Day (the “Determination Date”) preceding such Redemption Date, compounded semi-annually, which a non-callable Government of Canada bond would carry if issued, in Canadian Dollars in Canada, at 100% of its principal amount on such date with a term to maturity which most closely approximates the remaining term to March 8, 2053 from such Redemption Date as quoted by a dealer selected from time to time by the Issuer and approved by the Indenture Trustee at noon (Toronto time) on such Determination Date. In the case of any redemption of less than all of the Debt Securities of this Series, the Debt Securities to be redeemed will be selected by the Indenture Trustee on a pro rata basis or by such other method (which may include random selection by computer) as the Indenture Trustee may deem appropriate.

In addition, this Note may be redeemed, together with all of the other Debt Securities of this Series, in whole, but not in part, at any time at the election of the Issuer for a Redemption Price equal to 100% of the outstanding principal amount of this Note together with accrued and unpaid interest thereon to the Redemption Date, if the Issuer delivers to the Indenture Trustee an opinion of independent Canadian tax counsel experienced in such matters to the effect that the Issuer has become or would become obligated to pay, on the next date on which any amount would be payable under or with respect to the outstanding Debt Securities of this Series, any Additional Amounts as a result of a change in the laws (including any regulations promulgated thereunder) of Canada, or any province or territory thereof or therein or any agency thereof or therein having the power to tax, or any change in any official position regarding the application or interpretation of such laws or regulations, which change is announced or becomes effective on or after the Series Issuance Date; provided that the Issuer determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to the Issuer (not including substitution of the obligor under the Debt Securities of this Series).

The Issuer is required, subject to and in accordance with the provisions of the Indenture, to make an offer to repurchase this Note at a price equal to 101% of the outstanding principal amount of this Note together with accrued and unpaid interest thereon to the date of purchase upon the occurrence of a Change of Control Triggering Event (as defined in the Series Supplement).

The outstanding principal amount of this Note may become or be declared to be due and payable by the Indenture Trustee before maturity in the circumstances set out in Article 6 of the Trust Indenture.

This Note is transferable only in accordance with the provisions of the Indenture and subject to the last two sentences of this paragraph. No transfer of this Note shall be valid unless made on the Register kept by and at the principal office of the Registrar in Calgary, Alberta, by the Holder hereof or its attorney duly appointed by instrument in writing in form and execution satisfactory to the Registrar upon compliance with such reasonable requirements as the Registrar may prescribe. Except as otherwise provided in the Indenture, this Note may be transferred, in whole but not in part, only to another nominee of the Depositary for the 5.95% Notes, Series CAL due September 8, 2053 or to a successor Depositary or to a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of CDS Clearing and Depository Services Inc. (“CDS”) to TELUS Corporation (the “Issuer”) or its agent for registration of transfer, exchange or payment, and any certificate issued in respect thereof is registered in the name of CDS & CO., or in such other name as is requested by an authorized representative of CDS (and any payment is made to CDS & CO. or to such other entity as is requested by an authorized representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holder hereof, CDS & CO., has a property interest in the securities represented by this certificate herein and it is a violation of its rights for another person to hold, transfer or deal with this certificate.

The Indenture contains provisions making binding upon all Holders of the Debt Securities of this Series, or upon the Holders of all Series outstanding under the Indenture, certain Holder Actions taken by the Holders of a specified majority of the Debt Securities of this Series, or of all Series, as the case may be, then outstanding.

This Note shall not become obligatory for any purpose until certified by the Indenture Trustee.

[Remainder of page intentionally left blank]

IN WITNESS OF WHICH TELUS Corporation has caused this 5.95% Note, Series CAL due September 8, 2053 to be signed by its duly authorized officer on September 8, 2023.

EXECUTION PAGE – GLOBAL NOTE

INDENTURE TRUSTEE’S CERTIFICATE

This 5.95% Note, Series CAL due September 8, 2053 is one of the 5.95% Notes, Series CAL due September 8, 2053 referred to in the Indenture (CUSIP No. 87971MCD3).

(Form of Registration Panel)

(No writing hereon except by the Indenture Trustee)

EXECUTION PAGE – GLOBAL NOTE

Exhibit 99.11

TELUS CORPORATION

as Issuer

and

COMPUTERSHARE TRUST COMPANY OF CANADA

as Indenture Trustee

FORTY-SIXTH SERIES SUPPLEMENT

Dated as of September 8, 2023

Supplementing the Trust Indenture dated as of May 22, 2001

between TELUS Corporation, as Issuer and

Computershare Trust Company of Canada, as Indenture Trustee,

and providing for the issue of
5.60% Notes, Series CAM due September 9, 2030

in the aggregate principal amount of $500,000,000

TABLE OF CONTENTS

 

Article One Interpretation		1
1.01	To be Read with Indenture; Governing Law	1
1.02	Definitions	1
1.03	Conflict Between Series Supplement and Indenture	4
1.04	Interpretation Provisions in Indenture	4
1.05	Exhibits	4
Article Two Debt Securities		4
2.01	Creation and Designation	4
2.02	Limitation on Aggregate Principal Amount	5
2.03	Currency	5
2.04	Denominations	5
2.05	Date and Stated Maturity	5
2.06	Interest	5
2.07	Additional Amounts	6
2.08	Redemption and Purchase	7
2.09	Sinking Fund	8
2.10	Defeasance	8
2.11	Form and Certification	8
2.12	Identification	9
2.13	Non-Business Days	9
Article Three Covenants With Respect To The Notes		9
3.01	Negative Covenants in the Indenture	9
3.02	Additional Negative Covenants	9
Article Four Miscellaneous Provisions		10
4.01	Confirmation of Indenture	10
4.02	Acceptance of Trusts	11
4.03	Counterparts and Formal Date	11
Article Five Additional Covenant With Respect to the Notes — Offer to Repurchase Notes		11
5.01	Offer to Repurchase Notes on Change of Control Triggering Event	11
Exhibit A To Forty-First Series Supplement		A-1