EX-99.3 4 tm2529816d3_ex99-3.htm EXHIBIT 99.3

 

Exhibit 99.3

 

NOTICE OF CHANGE IN CORPORATE STRUCTURE

 

Pursuant to Section 4.9 of National Instrument 51-102

Continuous Disclosure Obligations

 

Item 1Names of the Parties to the Transaction

 

TELUS International (Cda) Inc. (“TELUS Digital”)

 

TELUS Corporation (“TELUS”)

 

Item 2Description of the Transaction

 

On October 31, 2025, TELUS acquired all of the issued and outstanding subordinate voting shares and multiple voting shares of TELUS Digital not already owned by TELUS and its affiliates, pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”).

 

The Arrangement was approved at a special meeting of TELUS Digital shareholders held on October 27, 2025, and subsequently approved by the Supreme Court of British Columbia on October 29, 2025.

 

In accordance with the terms of the Arrangement, holders of TELUS Digital Shares (other than TELUS and its affiliates) received, at their election, for each TELUS Digital Share, either (i) US$4.50 in cash, (ii) 0.273 of a TELUS common share, or (iii) a combination of US$2.25 in cash and 0.136 of a TELUS common share.

 

As a result of the completion of the Arrangement, TELUS Digital became a wholly-owned subsidiary of TELUS.

 

The subordinate voting shares of TELUS Digital are expected to be delisted from both the Toronto Stock Exchange and the New York Stock Exchange at the close of markets on or about November 4, 2025 and November 10, 2025, respectively.

 

Item 3Effective Date of the Transaction

 

October 31, 2025.

 

Item 4Name of Each Party, if Any, that Ceased to be a Reporting Issuer After the Transaction and of Each Continuing Entity

 

TELUS Digital has applied to cease to be a reporting issuer in each jurisdiction in which it is currently a reporting issuer and applied to deregister the subordinate voting shares under U.S. securities laws.

 

Item 5Date of the Reporting Issuer’s First Financial Year-End After the Transaction

 

Not applicable.

 

Item 6Periods, Including the Comparative Periods, if Any, of the Interim Financial Reports and the Annual Financial Statements Required to be Filed for the Reporting Issuer’s First Financial Year After the Transaction

 

Not applicable.

 

Item 7Documents Filed under NI 51-102 that Describe the Transaction and Where those Documents can be Found in Electronic Format

 

Not applicable.

 

DATE: October 31, 2025.