EX-99.2 2 tm2525755d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

SUPPORT AND VOTING AGREEMENT

 

THIS AGREEMENT is made as of September 1, 2025.

 

BETWEEN:

 

Riel B.V., a legal person governed by the laws of the Netherlands

 

(the “Shareholder”)

 

- and -

 

TELUS Corporation a corporation existing under the laws of British Columbia

 

(the “Purchaser”)

 

WHEREAS the Shareholder is the registered and beneficial owner of 12,377,857 multiple voting shares (the “Multiple Voting Shares”) and 35,398,417 subordinate voting shares (the “Subordinate Voting Shares” and, together with the Multiple Voting Shares, the “Subject Securities”) in the share capital of TELUS International (Cda) Inc., a company existing under the Business Corporations Act (British Columbia) (the “Company”);

 

WHEREAS the Purchaser and the Company wish to enter into an arrangement agreement dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Arrangement Agreement”);

 

WHEREAS the Shareholder intends to convert its Multiple Voting Shares into Subordinate Voting Shares in accordance with their terms prior to the record date for the Company Meeting; and

 

AND WHEREAS, as a condition to the willingness of the Purchaser to enter into the Arrangement Agreement and incur the obligations set forth therein, the Purchaser has requested that the Shareholder enters into this Agreement.

 

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

 

ARTICLE 1
INTERPRETATION

 

Section 1.1         Definitions in Arrangement Agreement

 

All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.

 

 

 

ARTICLE 2
COVENANTS OF THE SHAREHOLDER

 

Section 2.1         General

 

The Shareholder hereby covenants and irrevocably agrees in favour of the Purchaser that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:

 

(a)at the Company Meeting (including in connection with any separate vote of any sub-group of securityholders of the Company that may be required to be held and of which sub-group the Shareholder forms part) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement Resolution or the Arrangement is sought, the Shareholder shall cause its Subject Securities to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities (i) in favour of the approval of the Arrangement Resolution; and (ii) against any proposed action or agreement which would reasonably be expected to adversely affect, prevent, delay or interfere with the completion of the Arrangement and the transactions contemplated by the Arrangement Agreement (the “Transactions”);

 

(b)at any meeting of securityholders of the Company (including in connection with any separate vote of any sub-group of securityholders of the Company that may be required to be held and of which sub-group the Shareholder forms part) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Shareholder shall cause its Subject Securities to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities against any proposed action by the Company or any other Person in respect of any Acquisition Proposal (other than the Transactions) and/or any proposed action or agreement which would reasonably be expected to adversely affect, prevent, delay or interfere with the completion of the Transactions;

 

(c)in connection with and subject to Section 2.1(a) and Section 2.1(b), as soon as practicable following the mailing of the Company Circular and in any event no later than seven (7) days prior to the Company Meeting (and any other meeting contemplated in Section 2.1(a) or Section 2.1(b)), the Shareholder shall deliver or cause to be delivered (including by instructing any intermediary through which the Shareholder holds the Subject Securities to arrange for such delivery) to the Company, with a copy to the Purchaser, duly completed and executed proxies or voting instruction forms voting in accordance with the Shareholder’s obligations in Section 2.1(a) and Section 2.1(b), as applicable, to name in such proxies or voting instruction forms those individuals as may be designated by the Company in the Company Circular and such proxies or voting instruction forms not to be revoked or withdrawn without the prior written consent of the Purchaser;

 

(d)the Shareholder hereby revokes and will take all steps necessary to effect the revocation of any and all previous proxies granted or voting instruction forms or other voting documents delivered that may conflict or be inconsistent with the matters set forth in this Agreement and agrees not to, directly or indirectly, grant or deliver any other proxy, power of attorney or voting instruction form with respect to the matters set forth in this Agreement except as expressly required by this Agreement;

 

(e)while this Agreement is in effect, the Shareholder shall not, directly or indirectly, (i) solicit proxies, or become a participant in a solicitation, in opposition to, or competition with, the Arrangement Agreement or the Transactions, (ii) act jointly or in concert with others for the purpose of opposing or competing with the Purchaser in connection with the Arrangement Agreement or the Transactions, (iii) publicly withdraw support from the Arrangement or publicly approve, accept, endorse or recommend any Acquisition Proposal, (iv) enter, or propose publicly to enter, into any agreement, arrangement or understanding related to any Acquisition Proposal, (v) solicit, initiate, cause, knowingly encourage, or take any other action designed to facilitate any inquiry, indication of interest or the making of any proposal that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, (vi) participate in any discussions or negotiations with any Person (other than the Purchaser and any of its affiliates (excluding for greater certainty the Company and its subsidiaries)) regarding any inquiry, indication of interest or the making of any proposal that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, (vii) furnish to any Person any information in connection with or in furtherance of any inquiry, indication of interest or the making of any proposal that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, or (viii) requisition or join in the requisition of any meeting of securityholders of the Company for the purpose of considering any resolution related to any Acquisition Proposal or, without the consent of the Purchaser, any other matter that could reasonably be expected to adversely affect, prevent, delay or interfere with the Meeting or the completion of the Arrangement;

 

 - 2 - 

 

 

(f)the Shareholder shall not, directly or indirectly, (i) sell, transfer, gift, assign, grant a participation interest in, option, pledge, hypothecate, grant a security or voting interest in or otherwise convey or encumber (each, a “Transfer” and “to Transfer” shall have a correlative meaning), or enter into any agreement, option or other arrangement (including any profit sharing arrangement, forward sale or other monetization arrangement) with respect to the Transfer of any of its Subject Securities to any Person; (ii) grant any proxies, voting instructions or power of attorney, deposit any of its Subject Securities into any voting trust or pooling arrangement, or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its Subject Securities, other than pursuant to this Agreement and any amendment thereto; or (iii) agree to take any of the actions described in the foregoing clauses (i) to (ii); provided that, the Shareholder may Transfer Subject Securities to a corporation or other entity directly or indirectly owned or controlled by the Shareholder or under common control with or controlling the Shareholder provided that (x) such Transfer shall not relieve or release the Shareholder of or from its obligations under this Agreement, including, without limitation, the obligation of the Shareholder to vote or cause to be voted all Subject Securities at the Company Meeting in favour of the approval of the Arrangement Resolution and any other matter necessary for the consummation of the Transactions, and (y) prompt written notice of such Transfer is provided to the Purchaser and the transferee agrees to be bound by the terms of this Agreement as though it were an original signatory hereto and thereto on terms acceptable to the Purchaser acting reasonably; and provided further that, for greater certainty, nothing in this Agreement shall restrict the Shareholder from converting any of the Multiple Voting Shares into subordinate voting shares in the share capital of the Company;

 

(g)the Shareholder shall not take any other action of any kind, directly or indirectly, which would make any representation or warranty of the Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, impeding, interfering with or adversely affecting the performance by the Shareholder of its obligations under this Agreement;

 

(h)the Shareholder shall not, in respect of its Subject Securities and any other securities of the Company over which the Shareholder exercises control or direction, exercise any rights of appraisal or rights of dissent provided under any applicable Laws or otherwise in connection with the Arrangement, nor shall the Shareholder exercise any other security holder rights or remedies available at common law or pursuant to applicable laws or in any manner delay, hinder, prevent, interfere with or challenge the Arrangement;

 

(i)the Shareholder shall promptly notify the Purchaser of the number of any additional securities of the Company that any affiliate purchases or otherwise acquires beneficial and/or registered ownership of or an interest in, or acquires the right to vote or share in the voting of, or acquires control or direction over, after the date hereof, including all securities which its Subject Securities may be converted into, exchanged for or otherwise changed into. Any such additional securities shall be subject to the terms of this Agreement as though owned by the Shareholder on the date hereof and shall be included in the definition of “Subject Securities”. Without limiting the foregoing, in the event of any stock split, stock dividend or other change in the capital structure of the Company affecting the securities of the Company, the number of securities constituting its Subject Securities shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any securities of the Company issued to Shareholder in connection therewith;

 

 - 3 - 

 

 

(j)as soon as practicable following the mailing of the Company Circular and in any event no later than three Business Days prior to the Company Meeting, the Shareholder shall deliver or cause to be delivered to the Depositary, with a copy to the Purchaser, a duly completed and executed Letter of Transmittal and Election Form (or, if the Shareholder is not a registered shareholder of the Company, by instructing any intermediary through which the Shareholder holds the Subject Securities to make such election on its behalf, with evidence of such election provided to the Purchaser), in which the Shareholder shall elect to receive the Cash Consideration, subject to proration as set forth in Section 2.5 of the Plan of Arrangement and rounding and fractional adjustments as set forth in Section 2.7 of the Plan of Arrangement, and such Letter of Transmittal and Election Form and election shall not to be revoked or withdrawn without the prior written consent of the Purchaser; and

 

(k)the Shareholder shall convert its Multiple Voting Shares into Subordinate Voting Shares in accordance with their terms prior to the record date for the Company Meeting.

 

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

 

Section 3.1         Representations and Warranties of the Shareholder

 

The Shareholder represents and warrants to the Purchaser as follows, and acknowledges that the Purchaser is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:

 

(a)Capacity and Authorization. The Shareholder is a legal person duly constituted, validly existing and in good standing under the laws of the jurisdiction of its formation and it has all requisite corporate or other power and authority to enter into and deliver this Agreement and to perform its obligations hereunder and no other corporate or other proceedings on its part are necessary to authorize this Agreement.

 

(b)Enforceable. This Agreement has been duly executed and delivered by the Shareholder and constitutes a legal, valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms subject only to (i) any limitation on enforcement under Laws relating to bankruptcy, winding-up, insolvency, reorganization, arrangement or other Law affecting the enforcement of creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction and the execution and delivery of this Agreement by the Shareholder, and performance of its obligations hereunder do not and will not contravene, conflict with, or result in a violation or breach of (i) the Constating Documents of the Shareholder, (ii) to its knowledge, any Law, or (iii) any Contract to which the Shareholder is a party or by which the Shareholder or any of its property or assets is bound; except, in each case, as would not, individually or in the aggregate, adversely affect the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder.

 

(c)Exercise of control or direction. The Shareholder is the sole legal and beneficial owner of the Subject Securities. Except as contemplated in the Arrangement Agreement and this Agreement, the Shareholder is and will be, immediately prior to the Effective Time on the Effective Date, the legal and beneficial owner of its Subject Securities, with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever.

 

 - 4 - 

 

 

(d)Ownership of Subject Securities and Other Securities by the Shareholder. Other than the Subject Securities, no affiliate of the Shareholder owns of record or beneficially, or exercise control or direction over, or hold any right to acquire, any securities or any securities convertible or exchangeable into any additional securities, of the Company or any of its subsidiaries.

 

(e)No Agreements. No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement and the Arrangement Agreement.

 

(f)Voting. The Shareholder has the sole and exclusive right to enter into this Agreement and to vote the Subject Securities as contemplated herein. Except as contemplated in the Shareholders Agreement, none of the Subject Securities is subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind.

 

(g)Consents. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by the Shareholder in connection with the execution, delivery or performance of this Agreement.

 

(h)Legal Proceedings. There are no claims, actions, suits, arbitrations, audits or other proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or any judgment, decree or order against the Shareholder that would materially adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder.

 

Section 3.2         Representations and Warranties of the Purchaser

 

The Purchaser hereby represents and warrants to the Shareholder as follows, and acknowledge that the Shareholder is relying upon such representations and warranties in entering into this Agreement that:

 

(a)Capacity and Authorization. The Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to enter into and deliver this Agreement and to perform its obligations hereunder and no other corporate proceedings on the part of the Purchaser are necessary to authorize this Agreement.

 

(b)Enforceable. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms subject only to (i) any limitation on enforcement under Laws relating to bankruptcy, winding-up, insolvency, reorganization, arrangement or other Law affecting the enforcement of creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

 

(c)No Breach. The execution and delivery of this Agreement by the Purchaser, and performance of its obligations hereunder do not and will not contravene, conflict with, or result in a violation or breach of (i) the Constating Documents of the Purchaser, or (ii) any Contract to which the Purchaser is a party or by which it is bound or its properties or assets are bound, or (iii) assuming satisfaction of, or compliance with, the matters referred to in Paragraph (4) [Governmental Authorization] of Schedule C of the Arrangement Agreement, any Law; except in each case as would not, individually or in the aggregate, materially delay, impede or prevent the ability of the Purchaser to consummate the Arrangement and the Transactions.

 

 - 5 - 

 

 

(d)Consents. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by the Purchaser in connection with the execution, delivery or performance of this Agreement.

 

(e)Legal Proceedings. There are no claims, actions, suits, arbitrations, audits or other proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Purchaser, threatened against the Purchaser or any judgment, decree or order against the Purchaser that would materially adversely affect in any manner the ability of the Purchaser to enter into this Agreement and to perform its obligations hereunder.

 

ARTICLE 4
TERMINATION

 

Section 4.1         Termination

 

This Agreement will terminate and be of no further force and effect upon the earliest to occur of:

 

(a)written agreement of the parties hereto;

 

(b)written notice by the Shareholder to the Purchaser if, without the prior written consent of the Shareholder, there is (i) a decrease in the Consideration payable under the Arrangement Agreement or a change in the form of such Consideration (for greater certainty, excluding any change in the form of such Consideration resulting from proration as set forth in Section 2.5 of the Plan of Arrangement); or (ii) any other amendment or modification to the Transactions that adversely affects the Shareholder, whether or not similarly affecting the other Shareholders (other than the Purchaser and any Person acting jointly or in concert with the Purchaser), including changes which would reasonably be expected to have an adverse tax impact on the Shareholder or any amendment to Article 6 of the Arrangement Agreement that would have such an effect;

 

(c)written notice by the Purchaser to the Shareholder if the Shareholder is in default of any covenant or condition contained herein and such default has or may have an adverse effect on the consummation of the Transactions and such default has not been cured within five Business Days of written notice of such default being given by the Purchaser to the Shareholder;

 

(d)the Effective Time; and

 

(e)the date the Arrangement Agreement has been terminated in accordance with its terms.

 

Section 4.2         Effect of Termination

 

If this Agreement is terminated pursuant to this Article 4, this Agreement will become void and of no further force or effect without liability of any party to any other party to this Agreement except in respect of any liability for any breach of this Agreement which occurred prior to such termination, including from any inaccuracy in its representations and warranties and any non-performance by it of its covenants made herein. The Shareholder shall be entitled to withdraw any form of proxy in respect of the Arrangement Resolution in the event that this Agreement is terminated in accordance with this Article 4.

 

 - 6 - 

 

 

ARTICLE 5
GENERAL

 

Section 5.1         Further Assurances

 

The Shareholder and the Purchaser shall, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party’s cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

 

Section 5.2         Changes to Arrangement Agreement

 

Purchaser shall promptly notify the Shareholder of any amendment of the Arrangement Agreement that would result in the Shareholder having a right to terminate this Agreement pursuant to Section 4.1(b).

 

Section 5.3         Disclosure

 

Except as required by applicable Laws or regulations or by any Governmental Entity or in accordance with the requirements of any stock exchange, no party shall make any public announcement or statement with respect to this Agreement without the approval of the other party, which shall not be unreasonably conditioned, withheld or delayed. Moreover, the parties agree to consult with each other prior to issuing each public announcement or statement with respect to this Agreement or that refers to the Shareholder in connection with the Transactions and to provide each other with reasonable opportunity to review and comment any draft of such public announcement or statement and to reasonably consider any such comments, subject to the overriding obligations of applicable Laws. Subject to the foregoing, each of the Shareholder and the Purchaser hereby consents to the disclosure of the substance of this Agreement in any press release, documents filed with the Court in connection with the Arrangement or any filing pursuant to applicable Securities Laws, including the Company Circular and the Schedule 13E-3. Nothing in this Agreement shall prevent any party (or any representative of such party) from disclosing to any and all persons, without limitation of any kind, the tax treatment of the Transactions undertaken pursuant to or in connection with this Agreement. As used in this Section 5.2, the term “tax treatment” refers to a treatment in respect of a transaction, or series of transactions, that a person uses, or plans to use, in a return of income or an information return (or would use in a return of income or an information return if a return of income or an information return were filed) and includes the decision not to include a particular amount in a return of income or an information return, but does not include the names of the parties or commercial information that is unrelated to taxes. The foregoing is intended to prevent any transactions undertaken pursuant to or in connection with this Agreement from being considered to occur under conditions of confidentiality amounting to “confidential protection” in respect of a tax treatment for purposes of the “reportable transaction” rules in section 237.3 of the Income Tax Act (Canada), and shall be construed in a manner consistent with such purpose.

 

Section 5.4         Time

 

Time shall be of the essence of this Agreement.

 

Section 5.5         Governing Law

 

This Agreement will be governed by and interpreted and enforced in accordance with the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein. Each party to this Agreement irrevocably attorns and submits to the exclusive jurisdiction of the British Columbia courts situated in the City of Vancouver and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

 

 - 7 - 

 

 

Section 5.6         Entire Agreement

 

This Agreement constitutes the entire agreement and understanding between and among the parties hereto with respect to the subject matter hereof and supersedes any prior agreement, representation or understanding with respect thereto.

 

Section 5.7         Amendments

 

This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto. If the Purchaser enters into a support and voting agreement with any other shareholder of the Company in respect of the Arrangement, and such agreement has terms and provisions that would reasonably be considered to be more favourable to such other shareholder than this Agreement is to Shareholder (such as with respect to the right to terminate such agreement), then the Purchaser shall promptly offer to the Shareholder to amend the terms of this Agreement such that it is in all respects at least as favourable to the Shareholder as such other agreement is to such other shareholder.

 

Section 5.8         Severability

 

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible.

 

Section 5.9         Assignment

 

The provisions of this Agreement will be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns, provided that no party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto, except that the Purchaser may assign all or any portion of its rights and obligations under this Agreement to any of its affiliates, provided, however, that no such assignments shall relieve the Purchaser of its obligations hereunder.

 

Section 5.10       Notices

 

Any notice, request, consent, agreement or approval which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered, or sent by email, in the case of:

 

(a)to the Purchaser at:
   
  TELUS Corporation
  510 West Georgia Street, Floor 23
  Vancouver, British Columbia,
  V6B 0M3, Canada
   
  Attention:          Doug French, EVP & Chief Financial Officer
  Email:                  [Redacted - Personal Information]
   
  with a copy to (which shall not constitute notice):
   
  Stikeman Elliott LLP
  1155 René-Lévesque Boulevard West
  41st Floor
  Montreal, Quebec H3B 3V2
   
  Attention:         Peter Castiel; Amélie Metivier and Olivier Godbout
  Email:                 PCastiel@stikeman.com; AMetivier@stikeman.com; OGodbout@stikeman.com

 

 - 8 - 

 

 

 to the Shareholder at:
   
  Riel B.V.
  Herikerbergweg 88
  1101 CM Amsterdam
  The Netherlands
   
  Attention:          Hans Rothuizen
  Email:                  [Redacted - Personal Information]
   
  with a copy to (which shall not constitute notice):
   
  Blake, Cassels & Graydon LLP
  199 Bay Street, Suite 4000
  Toronto, Ontario M5L 1A9
   
  Attention:         Alex Moore and Cat Youdan
  Email:                 alex.moore@blakes.com and catherine.youdan@blakes.com

 

or to such other address as the relevant Person may from time to time advise by notice in writing given pursuant to this Section 5.10. The date of receipt of any such notice, request, consent, agreement or approval shall be deemed to be the date of delivery or sending thereof if sent or delivered during normal business hours on a Business Day at the place of receipt and, otherwise, on the next following Business Day.

 

Section 5.11      Specific Performance and other Equitable Rights

 

(a)The parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek injunctive relief, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for proof of damages or for the securing or posting of any bond in connection with the obtaining of any such relief. The rights set forth in this Section 5.11, including rights of specific performance and enforcement, subject to Section 5.11(b), are in addition to any other remedy to which the parties may be entitled at Law or in equity. None of the parties shall object to the granting of injunctive relief, specific performance or other equitable relief on the basis that there exists an adequate remedy at law.

 

(b)Each party hereby agrees not to raise any objections to the availability of the equitable remedies provided for herein and the parties further agree that (i) by seeking the remedies provided for in this Section 5.11, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages), and (ii) nothing set forth in this Section 5.11 shall require any party hereto to institute any proceeding for (or limit any party’s right to institute any proceeding for) specific performance under this Section 5.11 prior or as a condition to exercising any termination right under this Agreement (and/or receipt of any amounts due in connection with such termination), nor shall the commencement of any proceeding pursuant to this Section 5.11 or anything set forth in this Section 5.11 restrict or limit any party’s right to terminate this Agreement in accordance with the terms hereof, or pursue any other remedies under this Agreement that may be available then or thereafter.

 

 - 9 - 

 

 

Section 5.12       Expenses

 

Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.

 

Section 5.13      Counterparts

 

This Agreement may be executed in any number of counterparts (including counterparts executed and delivered by electronic means) and all such counterparts taken together shall be deemed to constitute one and the same instrument.

 

[Remainder of page left intentionally blank. Signature page follows.]

 

 - 10 - 

 

 

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

 

    Riel B.V.
     
  By: Vistra Management Services (Netherlands)
      B.V. - Director A of Riel B.V.

 

  By:  /s/ Ronald Posthumus
    Name: Ronald Posthumus
    Title: Director
   
  By: /s/ Tim Bogaards
    Name: Tim Bogaards
    Title: Proxyholder A
   
  By: /s/ Tim Bogaards
    Name: Tim Bogaards
    Title:  Director B of Riel B.V.

 

 

 

  TELUS CORPORATION
   
 By:/s/ Mario Mele
  Authorized Signing Officer