TELUS CORPORATION DEBT SECURITIES Agency Agreement March 24, 2015

The Company agrees to create and issue the Securities and appoint the Agents as its sole and exclusive agents to offer for sale on a best efforts basis in reliance on the representations and warranties herein contained, and upon and subject to the terms and conditions hereinafter stated, (i) up to Cdn.$250,000,000 principal amount of Series CS Notes at a price of Cdn.$999.62 per Cdn.$1,000 principal amount of 1.50% Notes, Series CS due March 27, 2018 (the “Series CS Notes”) plus accrued interest, if any, from March 27, 2015 to the date of delivery, (ii) up to Cdn.$1,000,000,000 principal amount of Series CT Notes at a price of Cdn.$997.31 per Cdn.$1,000 principal amount of 2.35% Notes, Series CT due March 28, 2022 (the “Series CT Notes”) plus accrued interest, if any, from March 27, 2015 to the date of delivery, and (iii) up to Cdn.$500,000,000 principal amount of Series CU Notes at a price of Cdn.$999.72 per Cdn.$1,000 principal amount of 4.40% Notes, Series CU due January 29, 2046 (the “Series CU Notes”) plus accrued interest, if any, from March 27, 2015 to the date of delivery.

The Company understands that the Agents or their affiliates will offer the Securities for sale on a best efforts basis, on behalf of the Company in the Qualifying Provinces and in the United States.

Payment for the Securities shall be made by the Agents on behalf of purchasers who have agreed to purchase Securities by wire transfer in immediately available funds to the account specified by the Company to the Agents, which notification shall be no later than noon on the Business Day (as defined herein) prior to the date of payment, such payment to be made on the date and at the time and place set forth in Schedule I hereto (or at such other time and place on the same or such other date, not later than the fifth Business Day thereafter, as the Agents and the Company may agree in writing). As used herein, the term “Business Day” means any day other than a day on which banks are permitted or required to be closed in Toronto or New York. The time and date of such payment and delivery with respect to the Securities are referred to herein as the “Closing Date”.

During the distribution of the Securities, the Company and each of CIBC World Markets Inc., Scotia Capital Inc. and TD Securities Inc. on behalf of the Agents, shall approve in

The Company represents and warrants to each Agent that:

The Company is eligible to use the Shelf Procedures;

The Reviewing Authority has issued a receipt evidencing the receipt or deemed receipt, as applicable, for the Canadian Final Prospectus from each of the Qualifying Authorities; no Qualifying Authority or any court has issued an order preventing or suspending the use of the Canadian Prospectus relating to the proposed offering of the Securities or preventing the distribution of the Securities or instituted proceedings for that purpose;

The Company is a reporting issuer not in default under all applicable securities laws in each of the Qualifying Provinces (where such concept exists) and the respective rules and regulations under such laws and is in compliance with its obligations thereunder in all material respects and there has been no material change (within the meaning of such term under Canadian Securities Laws (as defined herein)) relating to the Company which has occurred since December 31, 2014 and with respect to which the requisite material change report has not been filed on a non-confidential basis with the Qualifying Authorities, except to the extent that the offering contemplated hereby may constitute a material change;

(i) As of their respective dates, the Canadian Preliminary Prospectus and the Canadian Final Prospectus complied in all material respects with all applicable securities laws in each of the Qualifying Provinces and the respective rules and regulations under such laws including, without limitation, the Shelf Procedures and applicable published policy statements of securities regulatory authorities in such provinces (collectively, the “Canadian Securities Laws”), and, at the time of its delivery to the Agents and the Agents’ offer for sale to the public of the Securities, the Canadian Prospectus complied and will comply, as applicable, in all material respects with the Canadian Securities Laws; (ii) as of the date of filing of the Canadian Preliminary Supplement, the Canadian Final Prospectus, as

The Company has prepared and filed with the SEC an appointment of agent for service of process upon the Company on Form F-X in conjunction with the filing of the Registration Statement (the “Form F-X”);

The Company meets the general eligibility requirements for use of Form F-10 under the U.S. Securities Act and is eligible to use the Shelf Procedures;

The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose or pursuant to Section 8A of the U.S. Securities Act against the Company or related to the offering of the Securities are pending before or, to the Company’s knowledge, threatened by the SEC; no Qualifying Authority or any court has issued an order preventing or suspending the use of the U.S. Prospectus or any order ceasing or suspending the distribution or trading in the Securities or instituted proceedings for that purpose;

The Time of Sale Information, at the Time of Sale did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or

Other than the U.S. Prospectus, the U.S. Preliminary Supplement and the U.S. Supplement, the Company (including its agents and representatives, other than the Agents in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the U.S. Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities in the United States (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below), an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the U.S. Securities Act or Rule 134 under the U.S. Securities Act, or (ii) the documents listed on Annex D hereto and other written communications approved in writing in advance by the Agents. Each Issuer Free Writing Prospectus does not conflict with the information contained in the Registration Statement or the U.S. Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the other Time of Sale Information as of the Time of Sale, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with the Agent Information provided expressly for use in any Issuer Free Writing Prospectus;

The U.S. Prospectus, the U.S. Preliminary Supplement and the U.S. Supplement conform or will conform to the Canadian Prospectus, the Canadian Preliminary Supplement and the Canadian Supplement, respectively, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the U.S. Securities Act; (ii) the Registration Statement, when it became effective, did not contain and, as amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) the Registration Statement, the Form F-X, the U.S. Preliminary Prospectus, and the U.S. Prospectus comply and, as amended or supplemented, if applicable, complied or will comply, as at the applicable filing date, in all material respects with the U.S. Securities Act and, to the extent applicable, the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the applicable rules and regulations of the SEC thereunder; (iv) the U.S. Preliminary Prospectus and the U.S. Prospectus, as at the applicable filing date, do not contain and, as amended or supplemented, if applicable, as at the applicable filing date, will not contain any untrue statement of a material fact or omit to state a material fact

There are no reports or information that in accordance with the requirements of the Canadian Securities Laws must be made publicly available in connection with the offering of the Securities that have not been made publicly available as required (other than reports or information required to be made public after the date hereof pursuant to the Shelf Procedures); there are no contracts or documents required to be filed with any Qualifying Authority in connection with the Canadian Preliminary Prospectus, the Canadian Final Prospectus, the Canadian Preliminary Supplement, or the Canadian Supplement that have not been filed as required pursuant to Canadian Securities Laws and delivered to the Agents;

There are no contracts, documents or other materials required to be described or referred to in the Registration Statement or the U.S. Prospectus or to be filed as exhibits to the Registration Statement that are not described, referred to or filed as required and delivered to the Agents;

The consolidated financial statements of the Company incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the consolidated results of operation and the consolidated changes in financial position of the Company and its subsidiaries for the periods specified and such financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, consistently applied throughout the periods involved; the selected financial data included in the Registration Statement, the Time of Sale Information and the Prospectuses present fairly the information shown therein and have been compiled on a basis consistent with that of the consolidated financial information included in the Registration Statement, the Time of Sale Information and the Prospectuses;

To the best of the Company’s knowledge, Deloitte LLP, who have reported upon the audited financial statements of the Company included in the Registration Statement, the Time of Sale Information and the Prospectuses are, and during the periods covered by their report were, independent with respect to the Company within the meaning of the Business Corporations Act (British Columbia) and applicable Canadian Securities Laws, and are independent as required by the U.S. Securities Act;

Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectuses, there has not been any material change in the capital stock or long-term debt of the Company or any of its subsidiaries, except as set forth or contemplated in the Registration Statement, the Time of Sale Information and the Prospectuses, or any material adverse change in or affecting the general affairs, assets or properties, business, prospects, results of operations or the condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”); and except as set forth or contemplated in the Registration Statement, the Time of Sale Information and the Prospectuses, neither the Company nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) material to the Company and its subsidiaries taken as a whole;

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Province of British Columbia, with corporate power and capacity to own its properties and conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectuses, and has been duly qualified as an extra-provincial corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a Material Adverse Effect;

Each of TELUS Communications Inc. (“TCI”), 1219723 Alberta ULC, TELE-MOBILE Company and TELUS Communications Company (collectively, the “Material Subsidiaries”) has been duly incorporated or formed and is validly existing as a corporation or partnership under the laws of its jurisdiction of incorporation or formation, with power (corporate or otherwise) and capacity to own its properties and conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectuses, and has been duly qualified as an extra-provincial corporation or has made all necessary extra-provincial registrations for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a Material Adverse Effect; and all the outstanding shares of capital stock or units of each Material Subsidiary have been duly authorized and validly issued, are fully-paid and non-assessable, and (except as described in the Registration Statement, the Time of Sale Information and the Prospectuses) are owned by the Company, directly or indirectly, free and clear of all liens, encumbrances, security interests and claims, except for any liens, encumbrances, security interests and claims which, singly or in the aggregate, are not material to the Company and its subsidiaries, taken as a whole;

This Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, subject to (i) bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or other laws of general application relating to or affecting the enforcement of rights of creditors; (ii) general principles of equity, including the qualification that equitable remedies, including, without limitation, specific performance and injunction, may be granted only in the discretion of a court of competent jurisdiction, and the qualification that equitable remedies may not be available in any case against the Company; (iii) statutory and inherent powers of a court to stay proceedings before it and to grant relief from forfeiture; and (iv) the limitation that the rights of indemnity, contribution and waiver may be limited by applicable laws;

The Securities have been duly authorized, and, when issued and delivered pursuant to this Agreement and the Indenture, will have been duly executed, authenticated (when duly countersigned by the Trustee), issued and delivered and will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, (except as (i) the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or other laws of general application relating to or affecting the enforcement of rights of creditors and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability) and entitled to the benefits provided by the Indenture; the Indenture has been duly authorized and qualified under the Trust Indenture Act and, when executed and delivered by the Company and the Trustee, the Indenture will constitute a valid and binding instrument, enforceable against the Company in accordance with its terms; (except as (i) the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization, arrangement or other laws of general application relating to or affecting the enforcement of rights of creditors, (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability, and (iii) rights to indemnity and contribution may be limited by applicable law) and the Securities and the Indenture conform or will conform, in all material respects, to the descriptions thereof in the Time of Sale Information and the Prospectuses;

(i) The Original Indenture does meet, and the Indenture and the form and terms of the Securities will meet, all legal requirements under the Business Corporations Act (Ontario) and the Business Corporations Act (British Columbia) and (ii) the provisions of the Business Corporations Act (Ontario) and the Business Corporations Act (British Columbia) have been complied with, or will have been complied with no later than the time of delivery of the Securities by the Company, in respect of the issue, authentication (when duly countersigned by the Trustee) and delivery of the Securities;

Neither the Company nor any of its Material Subsidiaries is, or with the giving of notice or lapse of time or both would be, in violation of or in default under, its Notice of Articles, Articles or Certificate of Incorporation, or partnership agreement as the case may be, its By-Laws or any indenture, mortgage, deed of trust, loan agreement or other agreement, license or instrument to which the Company or any of its Material Subsidiaries is a party or by which it or any of them or any of their respective properties is bound, except for violations and defaults which, singly or in the aggregate, would not have a Material Adverse Effect and except as disclosed in the Time of Sale Information and the Prospectuses; the issue and sale of the Securities and the performance by the Company of all of its obligations under the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement, license or instrument to which the Company or any of its Material Subsidiaries is a party or by which the Company or any of its Material Subsidiaries is bound or to which any of the property or assets of the Company or any of its Material Subsidiaries is subject, except for any conflicts, breaches or defaults which, singly or in the aggregate, would not have a Material Adverse Effect or a material adverse effect on the Company’s ability to issue and sell the Securities and perform all of its obligations under the Securities, the Indenture and this Agreement and the Agents’ ability to offer for sale the Securities, nor will any such action result in any violation of the provisions of (i) the Notice of Articles, Articles or Certificate of Incorporation or partnership agreement, as the case may be, of the Company or any of the Company’s Material Subsidiaries, (ii) the By-Laws of the Company or any of the Company’s Material Subsidiaries, or (iii) any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, its Material Subsidiaries or any of their respective properties, except for any violations in the case of this clause (iii) which, singly or in the aggregate, would not have a Material Adverse Effect; and no consent, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained (or will be obtained prior to the Closing Date) under Canadian Securities Laws, the U.S. Securities Act and the Trust Indenture Act and as may be required under U.S. state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Agents;

Other than as set forth or contemplated in the Registration Statement, the Time of Sale Information and the Prospectuses, there are no legal or governmental investigations, actions, suits or proceedings pending or, to the knowledge of the

The Company and its Material Subsidiaries have good leasehold title or good and marketable title to material real property and buildings and good title to material personal property; and all material real property held under leases are held by the Company and its Material Subsidiaries under valid, existing and enforceable leases, as such leases pertain to the Company and its Material Subsidiaries, with such exceptions as do not interfere with the use made or proposed to be made of such property and buildings by the Company or its Material Subsidiaries or would not, singly or in the aggregate, have a Material Adverse Effect; and all material items of real property and material personal property owned by the Company and its Material Subsidiaries are held free and clear of all liens, encumbrances and defects except such as are described or referred to in the Registration Statement, the Time of Sale Information or the Prospectuses, or such as would not have a Material Adverse Effect;

No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of its subsidiaries on the other hand, which is required by the Canadian Securities Laws or U.S. Securities Act to be described in the Registration Statement, the Time of Sale Information and the Prospectuses which is not so described;

The Company is not and, after giving effect to the offering and sale of the Securities, will not be an “investment company” or an entity “controlled” by an “investment company”, as such terms are defined in the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”);

Immediately after any sale of Securities by the Company to purchasers as contemplated hereunder, the aggregate amount of Securities which have been issued and sold by the Company to purchasers as contemplated hereunder and of any other securities of the Company (other than the Securities) that shall have been issued and sold pursuant to the Canadian Final Prospectus or the Registration Statement will not exceed the amount of securities qualified under the Canadian Final Prospectus or the Registration Statement;

The Company and its Material Subsidiaries have filed all material federal, provincial, local and foreign tax returns which have been required to be filed and have paid all taxes shown thereon and all assessments received by them or any of them to the extent that such taxes are material and have become due and are not being contested in good faith; and, except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectuses, to the best of the Company’s knowledge, there are no tax deficiencies which have been or might reasonably be expected to be asserted or threatened against the Company or any Material Subsidiary which would, singly or in the aggregate, have a Material Adverse Effect;

Each of the Company and its Material Subsidiaries owns, possesses or has adequate and enforceable rights to all licenses, permits, waivers, certificates, registrations, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all federal, provincial, and other governmental authorities (including foreign regulatory agencies), all self-regulatory organizations and all courts and other tribunals, domestic or foreign, 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 license, permit, waiver, certificate, registration, consent, order, approval or other authorization 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 any such Material Subsidiary has received any actual notice of any proceeding relating to revocation or modification of any such license, permit, waiver, certificate, registration, consent, order, approval or other authorization, except as described in the Registration Statement, the Time of Sale Information and the Prospectuses or where any revocation or modification would not, singly or in the aggregate, have a Material Adverse Effect; and each of the Company and its Material Subsidiaries is in compliance with all laws and regulations relating to the conduct of its

The Company and its Material Subsidiaries are in compliance with each license, permit, approval, authorization, certificate or waiver necessary to operate its business as described in the Prospectuses (“Licenses”) held by them and are not in violation of, or in default in any respect under, the applicable statutes, ordinances, rules, regulations, orders, policies or decrees of any governmental entities, regulatory agencies or bodies having, asserting or claiming jurisdiction over it or over any part of its respective operations or assets, except for such violations or defaults which would not singly or in the aggregate have a Material Adverse Effect. Except as described in or contemplated by the Registration Statement, the Time of Sale Information and the Prospectuses, the Licenses held by the Company and its Material Subsidiaries contain no restrictions that are materially burdensome to the Company or its subsidiaries, taken as a whole, except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectuses;

There are no existing or, to the best knowledge of the Company, threatened labour disputes with the employees of the Company or any of its Material Subsidiaries which are likely to have a Material Adverse Effect, other than as disclosed in the Registration Statement, the Time of Sale Information and the Prospectuses;

The Company and its Material Subsidiaries (i) are in compliance with any and all applicable foreign, federal, provincial and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a Material Adverse Effect; any costs or liabilities associated with compliance with Environmental Laws would not, singly or in the aggregate, have a Material Adverse Effect;

Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectuses, to the best of the Company’s knowledge, there is no pending or threatened change in the Communications Statutes (as defined herein) which would have a Material Adverse Effect. “Communications Statutes” means the Telecommunications Act, the Canadian Radio-television and Telecommunications Commission Act (Canada), the Radiocommunication Act, the Broadcasting Act or other statutes of Canada specifically relating to the regulation of the Canadian telecommunications industry (including for this purpose the

The Company and its Material Subsidiaries have timely filed all renewal applications with respect to all Licenses held by any of them, except where the failure 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 non-compliance, or applications not being granted or such Licenses being terminated would not have a Material Adverse Effect; and the Company and its Material 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;

The material business and operations conducted and proposed to be conducted by the Company and its Material Subsidiaries, as described in the Registration Statement, the Time of Sale Information and the Prospectuses, are not regulated by any federal or provincial utility or rate-regulating commission, other than the CRTC, Industry Canada, and the Federal Communications Commission in the areas in which the Company or any of its Material Subsidiaries conducts or proposes to conduct its material business and operations as described in the Registration Statement, the Time of Sale Information and the Prospectuses, and the Company and its Material Subsidiaries are not, and based on existing regulations will not be, required to obtain any license from any such utility or rate-regulating commission, other than the CRTC, Industry Canada, and the Federal Communications Commission, except where any failure to possess or obtain any such license would not, singly or in the aggregate, have a Material Adverse Effect; except as set forth in the Time of Sale Information and the Prospectuses, there are no regulatory matters required to be described in the Registration Statement, the Time of Sale Information and the Prospectuses that are not so described therein in order to make the statements therein not misleading;

TELUS Communications Company is the only telecommunications common carrier (as such term is used in the Telecommunications Act and in accordance with the Ownership Regulations) that is controlled by the Company (through its control of the partners of TELUS Communications Company), and TELUS Communications Company is:

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

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

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;

Not less than 80% of the members of the board of directors of each of TCI and 1219723 Alberta ULC 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 of TCI and 1219723 Alberta ULC;

TELUS Communications Company is the only radiocommunication service provider (as such term is used in the Radiocommunications Regulations) that is controlled by the Company and:

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 Radiocommunications Regulations;

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 Industry;

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

each of TCI and 1219723 Alberta ULC is itself eligible to be issued a radio authorization under subsection 9(1) of the Radiocommunications Regulations;

Each of TCI, 1219723 Alberta ULC and TELE-MOBILE Company are Canadians, as defined under the Ownership Regulations, and such entities beneficially own and control, directly or indirectly, in the aggregate and otherwise than by way of security only, not less than 66 2/3% of the beneficial interest in TELUS Communications Company, and TELUS Communications Company is not otherwise controlled by non-Canadians;

TCI, 1219723 Alberta ULC and Emergis Inc. are the only licensed broadcasting undertakings (as such term is used in the Broadcasting Act) that are controlled by the Company, and they are each individually:

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

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

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

The Company, in respect of its ownership of and control over TELUS Communications Company, is a carrier holding corporation and a qualified corporation, as defined under the Ownership Regulations;

None of the Company or its Material Subsidiaries is in violation of any judgment, decree, 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, or respecting radiocommunication and the operation within Canada of radio apparatus, as defined in the Radiocommunication Act, applicable to the Company or its Material Subsidiaries, or any interpretation or policy relating thereto that is applicable to the Company or its Material Subsidiaries except where the consequence of such violation would not have a Material Adverse Effect;

To the best of the Company’s knowledge, the Company and its Material Subsidiaries own, license, possess or have adequate and enforceable rights throughout Canada to all patents, patent licenses, trademarks, service marks and trade names necessary to carry on their business as presently conducted (except where the failure to own, license or possess such intellectual property rights would not, singly or in the aggregate, have a Material Adverse Effect), and, except as described in the Registration Statement, the Time of Sale Information

Neither the Company nor any of its subsidiaries or affiliates has taken, nor will any of them take, directly or indirectly, any action designed to, or that would reasonably be expected to, cause or result in the stabilization or manipulation of the price of the Securities in order to facilitate the sale or resale of the Securities;

No withholding tax imposed under the federal laws of Canada or the laws of the Provinces of Ontario or British Columbia will be payable in respect of the payment of any fee as contemplated by this Agreement to an Agent that is not resident in Canada or is deemed not to be resident in Canada under the Income Tax Act (Canada) (a “Non-Resident Agent”), provided that such Non-Resident Agent deals at arm’s length with the Company, that any such fee is payable in respect of services rendered by or on behalf of such Non-Resident Agent wholly outside of Canada that are performed by such Non-Resident Agent in the ordinary course of business carried on by it that includes the performance of such services for a fee, and that any such amount is reasonable in the circumstances;

No goods and services tax or harmonized sales tax imposed under the federal laws of Canada will be collectible by a Non-Resident Agent in respect of the payment of any fee to such Non-Resident Agent as contemplated by this Agreement, provided that such fee is payable as consideration for the supply of services performed by such Non-Resident Agent wholly outside of Canada;

There have been no “significant acquisitions” since January 1, 2014 for which the Company is required, pursuant to applicable Canadian Securities Laws, including Part 8 of National Instrument 51-102 – Continuous Disclosure Obligations to file a business acquisition report;

No stamp duty, registration or documentary taxes, duties or similar charges are payable under the laws of the provinces of British Columbia or Ontario or the federal laws of Canada in connection with the creation, issuance or sale of the Securities by the Company or the authorization, execution, delivery and performance of the Indenture and this Agreement;

As of December 31, 2014, the Company and its subsidiaries maintained effective “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”)) that were designed to provide reasonable assurance regarding the reliability of financial reporting and the

The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act and in NI 52-109) that is designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s management during the periods in respect of which reports under the Exchange Act are being prepared. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act and NI 52-109, respectively; and

There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the U.S. ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.

The Company covenants and agrees with each of the several Agents as follows:

To comply with the requirements of the Shelf Procedures and General Instruction II.L to Form F-10; to file the Canadian Supplement in each of the Qualifying Provinces and to file the U.S. Supplement with the SEC, each within the time periods required by applicable Canadian Securities Laws and U.S. law; to file any Issuer Free Writing Prospectus (to the extent required by Rule 433 under the U.S. Securities Act with the SEC); to notify the Agents promptly in writing (i) when any supplement to the Canadian Prospectus or U.S. Prospectus or any amended Canadian Prospectus or U.S. Prospectus or Issuer Free Writing Prospectus shall have been filed; (ii) of any request by any Qualifying Authority to amend the Canadian Prospectus or to provide additional information; (iii) of any request by the SEC to amend the Registration Statement or to amend or supplement the U.S. Prospectus, any Issuer Free Writing Prospectus or for additional information; (iv) of the issuance by any Qualifying Authority of any order having the effect of ceasing or suspending the distribution of the Securities or the trading in the Securities, or of the institution or, to the knowledge of the Company, threatening

Not to file or to make, at any time, any amendment or supplement to the Registration Statement, the Canadian Final Prospectus, the U.S. Final Prospectus or any Issuer Free Writing Prospectus that the Agents shall not have previously been advised of and furnished with a copy of or that the Agents shall have reasonably objected to;

To furnish to the Agents, without charge: (i) at the time of filing the Canadian Supplement, the Canadian Prospectus printed in the English language signed on behalf of the Company and its directors in the manner required by the Canadian Securities Laws, together with copies of any contract or documentation supplemental thereto required to be filed under the applicable laws of any of the Canadian provinces; (ii) at the time of filing the Canadian Supplement with the Autorité des marchés financiers, the Canadian Prospectus (and any supplements or amendments thereto) printed in the French language signed on behalf of the Company and its directors in the manner required by the laws of the Province of Quebec, together with copies of any contract or documentation supplemental thereto required to be filed under the applicable laws of the Province of Quebec; and (iii) during the period mentioned in paragraph (d) below (A) the Agents’ reasonable requirements of commercial copies of the Canadian Prospectus (and any amendments thereto) printed in the English and French languages, as applicable; and (B) as many copies of the U.S. Prospectus (and any supplements or amendments thereto) and any Issuer Free Writing Prospectus as the Agents may reasonably request;

If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Company, the Canadian Prospectus or the U.S. Prospectus is required by law to be delivered in connection with sales by an Agent or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Canadian Prospectus or the U.S. Prospectus in order to comply with applicable law, forthwith notify the Agents, or if, in the opinion of counsel for the Agents, it is necessary to amend or supplement the Canadian Prospectus or the U.S. Prospectus to comply with

Until the distribution of the Securities is completed, to file all documents required to be filed with the Qualifying Authorities under applicable Canadian Securities Laws; and during the period when the U.S. Prospectus is required to be delivered under the U.S. Securities Act: (i) to file promptly all documents required to be filed by the Company with the SEC pursuant to Section 13 or 15(d) of the Exchange Act; and (ii) in the event that any document is filed with any Qualifying Authority that is deemed to be incorporated by reference in the Canadian Prospectus, if required by the U.S. Securities Act, to file such document as an exhibit to the Registration Statement by post-effective amendment or otherwise in accordance with the U.S. Securities Act or the Exchange Act;

To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Agents shall reasonably request and to continue such qualification in effect so long as reasonably required for distribution of the Securities; provided that the Company shall not be required to file a general consent to service of process in any jurisdiction (other than the Form F-X);

To fulfill and comply with, as soon as possible and in any event not later than the earlier of: (i) the date the Canadian Supplement is first sent to a purchaser; and (ii) two Business Days after the execution and delivery of this Agreement, the requirements of the Canadian Securities Laws to be fulfilled or complied with to enable the Securities to be lawfully distributed in the Qualifying Provinces through the Agents or any other investment dealers or brokers registered as such in the Canadian provinces and acting in accordance with the terms of their registrations and the Canadian Securities Laws;

To make generally available to its security holders and to the Agents as soon as practicable an earnings statement which shall satisfy the provisions of Section 11(a) of the U.S. Securities Act and Rule 158 of the SEC promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement;

During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, not to offer, sell, contract to sell or otherwise dispose of any debt securities of or guaranteed by the Company which are substantially similar to the Securities;

To use the net proceeds received by the Company from the sale of the Securities pursuant to this Agreement in the manner specified in the Registration Statement, Time of Sale Information and the Prospectuses under the caption “Use of Proceeds”; and

Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all costs and expenses incidental to the performance of its obligations hereunder, including without limiting the generality of the foregoing, the fees and disbursements of counsel to the Agents and all costs and expenses (i) incidental to the preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Trustee, (ii) incidental to the preparation, printing and filing under the Canadian Securities Laws and the U.S. Securities Act of the Registration Statement, the Canadian Prospectus and the U.S. Prospectus, and Issuer Free Writing Prospectus (including all exhibits, amendments and supplements thereto), (iii) payable in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Agents may designate (including the reasonable fees of U.S. counsel for the Agents and their disbursements in connection with the registration and qualification of the Securities under the Blue Sky laws), (iv) payable in connection with the printing (including word processing and duplication costs) and delivery of this Agreement and the Indenture, any preliminary or supplemental Blue Sky memoranda and the furnishing to Agents and dealers of copies of the Registration Statement, the Canadian Prospectus, the U.S. Prospectus, and any Issuer Free Writing Prospectus, including mailing and shipping, as herein provided, (iv) payable to rating agencies in connection with the rating of the Securities, (v) incurred by the Company in connection with a “road show” presentation to potential investors and (vi) of any transfer agent.

The several obligations of the Agents hereunder shall be subject to the following conditions:

The representations and warranties of the Company contained herein are true and correct on and as of the Closing Date as if made on and as of the Closing Date and the Company shall have complied with all agreements and all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date;

At the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and not rescinded, revoked or withdrawn under the U.S. Securities Act and no proceedings for that purpose or pursuant to Section 8A under the U.S. Securities Act shall have been instituted or shall be pending or, to the knowledge of the Company, shall be contemplated by the SEC; no order having the effect of ceasing or suspending the distribution of the Securities or the trading in any other securities of the Company shall have been issued and not rescinded, revoked or withdrawn by any securities commission, securities regulatory authority or stock exchange in Canada or the United States and no proceedings for that purpose shall have been instituted or pending or, to the knowledge of the Company, shall be contemplated by any securities commission, securities regulatory authority or stock exchange in Canada or the United States; and any request on the part of any Qualifying Authority or the SEC for additional information shall have been complied with or withdrawn. A Canadian Supplement and a U.S. Supplement containing the Shelf Information and each Issuer Free Writing Prospectus shall have been filed with the Qualifying Authorities in accordance with the Shelf Procedures and with the SEC in accordance with General Instruction II.L to Form F-10 (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the U.S. Securities Act), as applicable;

Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading, nor shall any notice referring to the Company have been given by any “nationally recognized statistical rating organization”, as such term is defined in Section 3(a)(62) of the Exchange Act, or any “designated rating organization,” as such term is defined in National Instrument 41-101 of (i) any downgrading, (ii) any intended or potential downgrading, or (iii) any review for a possible change that does not indicate the direction of the possible change in the rating accorded any securities of or guaranteed by the Company;

The Prospectuses, as supplemented or amended by any prospectus supplement or amendment, does not contain, as of the Closing Date, any untrue statement of material fact or omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made (other than in respect of any Agent Information);

The Agents shall have received on and as of the Closing Date a certificate of an executive officer of the Company, with specific knowledge about the Company’s financial matters, satisfactory to the Agents to the effect set forth in Sections 7(a),

The Agents shall have received on the respective filing dates of the Canadian Preliminary Supplement and the Canadian Supplement:

opinions of Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP, counsel to the Company, dated as of such respective filing dates, to the effect that the French language version of each of (a) the Canadian Final Prospectus, (b) the Canadian Preliminary Supplement and the Canadian Supplement (other than the “Consolidated Capitalization” and “Earnings Coverage Ratio” sections of the Canadian Preliminary Supplement and the Canadian Supplement (collectively, the “Supplement Financial Sections”)), respectively, (c) the indicative term sheets in respect of each of the Series CS Notes, the Series CT Notes and the Series CU Notes (collectively, the “Indicative Term Sheets”) expressly incorporated by reference in the Canadian Supplement; and (d) the final term sheets in respect of each of the Series CS Notes, the Series CT Notes and the Series CU Notes (collectively, the “Final Term Sheets”), expressly incorporated by reference in the Canadian Supplement, is in all material respects a complete and proper translation of the English language version of each of the Canadian Final Prospectus, the Canadian Preliminary Supplement, the Canadian Supplement, the Indicative Term Sheets and the Final Term Sheets, as the case may be; and

opinions of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Gervais LLP, Quebec translation counsel to the Company, dated as of such respective filing dates, to the effect that the French language version of each of (a) the annual information form of the Company dated March 19, 2015 (the “2014 AIF”), and (b) the information circular of the Company dated March 31, 2014 (the “2014 Circular”), are in all material respects a complete and proper translation of the English language version of the 2014 AIF and the 2014 Circular, as the case may be.

The Agents shall have received on the respective filing dates of the documents listed in Section 7(f) above an opinion of Deloitte LLP, auditors of the Company, dated as of such respective filing dates, to the effect that the French language version of each of (a) the Supplement Financial Sections, (b) the audited consolidated financial statements of the Company as at and for the year ended December 31, 2014, together with the report of the independent registered chartered accountants thereon and the notes thereto, and (c) Management’s Discussion and Analysis of financial results of the Company for the year ended

The Agents shall have received on the Closing Date an opinion of Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP, Canadian counsel for the Company, or certain other Canadian counsel for the Company reasonably acceptable to the Agents in substantially the form of Annex A-1 hereto including regarding compliance with all the laws of the Province of Quebec relating to the use of the French language in connection with the distribution of the Securities, and in the event of sales of the Securities in the U.S., the comfort letter of Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP in substantially the Form of Annex A-2 hereto, both dated the Closing Date; the opinion and comfort letter of Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP described in this Section 7(h) shall be rendered to the Agents at the request of the Company and shall so state therein, provided that such counsel may rely on opinions of counsel to the Company in jurisdictions where such counsel is not licensed to practice;

The Agents shall have received on the Closing Date an opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, United States counsel for the Company, in substantially the form of Annex B-1 hereto, and, in the event of sales of the Securities in the U.S., the comfort letter of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in substantially the Form of Annex B-2 hereto, both dated the Closing Date;

The Agents shall have received on the Closing Date an opinion of the Senior Vice-President, Federal Government & Regulatory Affairs of the Company dated the Closing Date, in substantially the form of Annex C-1 hereto, and a certificate of the Senior Vice-President, Federal Government & Regulatory Affairs of the Company dated the Closing Date, in substantially the form of Annex C-2 hereto. Such opinion shall be rendered to the Agents at the request of the Company and shall so state therein;

On the date hereof and on the Closing Date, Deloitte LLP shall have furnished to the Agents a letter, dated such date, in form and substance satisfactory to the Agents, containing statements and information of the type customarily included in accountants “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectuses;

The Agents shall have received on and as of the Closing Date opinions of Osler, ▇▇▇▇▇▇ & Harcourt LLP, Canadian and United States counsel to the Agents, with respect to the validity of the Indenture and the Securities, the Registration

On or prior to the Closing Date, the Company shall have furnished to the Agents such further certificates and documents as the Agents shall reasonably request.

The Company agrees to indemnify and hold harmless each Agent, each affiliate of any Agent which assists such Agent in the distribution of the Securities and each person, if any, who controls any Agent within the meaning of either Section 15 of the U.S. Securities Act or Section 20 of the Exchange Act, and each of their respective directors, officers, employees, agents, and affiliates from and against any and all losses (other than loss of profits), claims, damages and liabilities (including, without limitation, the legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Canadian Prospectus or the U.S. Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any Issuer Free Writing Prospectus or Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Agent furnished to the Company in writing by such Agent.

Notwithstanding anything herein contained, any Agent (each, a “Terminating Agent”) may, in its absolute discretion, terminate its obligations under this Agreement, by notice given to the Company and CIBC World Markets Inc. (or, if CIBC World Markets Inc. is the Terminating Agent, to the Company and Scotia Capital Inc.), if (a) after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on or by, as the case may be, either of the New York Stock Exchange or the Toronto Stock Exchange, (ii) trading of any securities of or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or in Canada by the Canadian federal or provincial authorities, (iv) there shall have occurred, developed or come into effect any event, action, state, condition, or major financial occurrence of national or international consequence or any law or regulation, any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the judgment of that Terminating Agent is material and adverse to the financial markets in Canada or the United States or (v) there shall have occurred a Material Adverse Effect and (b) the occurrence of any of the events specified in clauses (a)(i) through (v) above, makes it, in the judgment of that Terminating Agent impracticable to market the Securities on the terms and in the manner contemplated in the Time of Sale Information and the Prospectuses.

If this Agreement shall be terminated by the Agents, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement or any condition of the Agents’ obligations cannot be fulfilled, the Company agrees to reimburse the Agents or such Agents as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and expenses of their counsel) reasonably incurred by such Agents in connection with this Agreement or the offering of Securities. The Agents or such Agents as have so terminated this Agreement will provide the Company with invoices in respect of any such out-of-pocket expenses to be reimbursed.

This Agreement shall enure to the benefit of and be binding upon the Company, and each Agent, and to the extent provided for in Section 8, each person referred to in such section, and in each case, their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained.

CIBC World Markets Inc. (“CIBC”) is hereby authorized by each of the other Agents to act on its behalf and the Company shall be entitled to and shall act on any notice given in accordance with this Section 12 or agreement entered into by or on behalf of the Agents by CIBC which represents and warrants that it has irrevocable authority to bind the Agents, except in respect of any consent to a settlement pursuant to Section 8, which consent shall be given by the Indemnified Party, or a notice of termination pursuant to Section 9, which notice may be given by any of the Agents. CIBC shall consult with the other Agents concerning any matter in respect of which it acts as representative of the Agents. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Agents shall be given on their behalf to CIBC, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇^▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇ (Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇); Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇. If CIBC is the Terminating Agent, notices shall be given to Scotia Capital Inc., ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇^▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇ (Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇); Attention: ▇▇▇▇ ▇▇▇▇▇. Notices to the Company shall be given to it at Floor 8, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇); Attention: Chief Financial Officer.

This Agreement may be executed in counterparts and delivered by facsimile or other electronically transmitted format, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, without giving effect to the conflicts of laws provisions thereof.

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇

Name:

▇▇▇▇▇ ▇▇▇▇▇▇

Title:

Managing Director

By:

/s/ ▇▇▇▇ ▇▇▇▇▇

Name:

▇▇▇▇ ▇▇▇▇▇

Title:

Managing Director

By:

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇

Name:

▇▇▇▇▇▇▇ ▇▇▇▇▇

Title:

Managing Director

By:

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Name:

▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Title:

Managing Director

By:

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Name:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Title:

Managing Director

By:

/s/ ▇▇▇▇▇ ▇▇▇

Name:

▇▇▇▇▇ ▇▇▇

Title:

Director

By:

/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇

Name:

▇▇▇ ▇▇▇▇▇▇▇▇▇

Title:

Managing Director

By:

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Name:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Title:

Vice President, Fixed Income

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Name:

▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Title:

Managing Director

By:

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇

Name:

▇▇▇▇▇▇ ▇▇▇▇▇▇

Title:

Co-Head Investment Banking

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Name:

▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Title:

President and Chief Executive Officer

By:

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇

Name:

▇▇▇▇▇▇ ▇▇▇▇▇

Title:

Vice President and Director

Title of Securities:

1.50% Notes, Series CS due March 27, 2018 (the “Series CS Notes”)

2.35% Notes, Series CT due March 28, 2022 (the “Series CT Notes”)

4.40% Notes, Series CU due January 29, 2046 (the “Series CU Notes”), and together with the Series CS Notes and the Series CT Notes, the “Securities”).

Aggregate principal amount:

Cdn.$250,000,000 of Series CS Notes

Cdn.$1,000,000,000 of Series CT Notes

Cdn.$500,000,000 of Series CU Notes

Price to Public:

Cdn.$999.62 per Cdn.$1,000 principal amount of Series CS Notes

Cdn.$997.31 per Cdn.$1,000 principal amount of Series CT Notes

Cdn.$999.72 per Cdn.$1,000 principal amount of Series CU Notes

Indenture:

Indenture dated as of May 22, 2001 between the Company and Computershare Trust Company of Canada (formerly Montreal Trust Company of Canada) as 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, and the Twentieth Series Supplemental Indenture dated as of September 15, 2014, as further supplemented by a Twenty-First Series Supplemental Indenture in respect of the Series CS Notes, a Twenty-Second Series Supplemental Indenture in respect of the Series CT Notes and a Twenty-Third Series Supplemental Indenture in respect of the Series CU Notes, each to be dated as of March 27, 2015.

Maturity:

The Series CS Notes will mature on March 27, 2018.

The Series CT Notes will mature on March 28, 2022.

The Series CU Notes will mature on January 29, 2046.

Interest Rate:

1.50% per annum on the Series CS Notes.

2.35% per annum on the Series CT Notes.

4.40% per annum on the Series CU Notes.

Interest Payment Dates:

Interest on the Series CS Notes is payable in arrears in equal semi-annual instalments on March 27 and September 27 of each year. The first interest payment in the amount of Cdn.$1,875,000 will be due on September 27, 2015.

Interest on the Series CT Notes is payable in arrears in equal semi-annual instalments (except the first interest payment) on March 28 and September 28 of each year. The first interest payment in the amount of Cdn.$11,814,383.56 will be due on September 28, 2015.

Interest on the Series CU Notes is payable in arrears in

equal semi-annual instalments (except the first interest payment) on January 29 and July 29 of each year. The first interest payment in the amount of Cdn.$7,473,972.60 will be due on July 29, 2015.

Optional Redemption Provisions:

The Series CS Notes will not be redeemable at the option of the Company other than in respect of certain changes in tax laws as set forth in the Prospectuses.

The Series CT Notes and the Series CU Notes may be redeemed to the extent set forth in the Prospectuses.

Change of Control:

The Company will be required to make an offer to repurchase the Securities of each series at a price equal to 101% of their respective outstanding principal amount plus accrued and unpaid interest to the date of repurchase upon the occurrence of a Change of Control Triggering Event in the manner and on the terms as set forth in the Prospectuses.

Sinking Fund Provisions:

None.

Global Note Depositary:

CDS Clearing and Depository Services Inc.

Closing Date and Time of Delivery:

March 27, 2015 at 9:00 a.m., Eastern time

Closing Location:

Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP, Suite 3800, Royal Bank Plaza, South Tower, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇

AGENT

CIBC World Markets Inc.

Scotia Capital Inc.

TD Securities Inc.

BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc.

RBC Dominion Securities Inc.

HSBC Securities (Canada) Inc.

National Bank Financial Inc.

Desjardins Securities Inc.

▇▇▇▇▇ Fargo Securities Canada, Ltd.

Canaccord Genuity Corp.

▇.▇. ▇▇▇▇▇▇ Securities Canada Inc.

Laurentian Bank Securities Inc.

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

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

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

to the best of our knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company, TCI, Alberta ULC, TCC or TELE-MOBILE,

any applicable law of the Province of British Columbia; or

any provision of the notice of articles or articles of the Company,

The issuance and sale of the Securities by the Company, the execution and delivery by the Company of the Agency Agreement and the performance by the Company of its obligations thereunder will not violate those laws, rules and regulations of the United States of America and the State of New York (“Applicable Law”), in each case which in our experience are normally applicable to the transactions of the type contemplated by the Agency Agreement or any judgment, order or decree of any New York or federal court or governmental authority binding upon the Company listed on a schedule to this opinion. For purposes of this letter, the term “Applicable Law” does not include federal securities laws (except for purposes of the opinion expressed in paragraph 2 below) or state securities laws, other anti-fraud laws, or any law, rule or regulation that is applicable to the Company, the Indenture, the Securities, the Agency Agreement or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any party to the Agency Agreement or any of its affiliates due to the specific assets or business of such party or such affiliate.

No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority, which has not been obtained, taken or made is required by the Company under any Applicable Law or under any judgment, order or decree listed on a schedule to this opinion for the issuance and sale of the Securities by the Company, the execution and delivery by the Company of the Agency Agreement and the performance by the Company of its obligations thereunder. For purposes of this letter, the term “Governmental Authority” means any executive, legislative, judicial, administrative or regulatory body of the State of New York or the United States of America.

The Company is not and, after giving effect to the offering and sale of the Securities, and the application of their proceeds as described in the Time of Sale Information and the U.S. Prospectus under the heading “Use of Proceeds,” will not be, required to be registered as an investment company under the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder.

The statements in the Time of Sale Information and the U.S. Prospectus under the heading “Certain United States Federal Income Tax Considerations,” to the extent that they constitute summaries of United States federal law or regulation or legal conclusions, have been reviewed by us and fairly summarize the matters described under that heading in all material respects.

The Registration Statement, the Form F-X and the U.S. Prospectus, as of their respective effective or issue times, appear on their face to be appropriately responsive in all material respects to the requirements of the U.S. Securities Act and the rules and regulations of the SEC under the U.S. Securities Act, except for the financial statements, financial statement schedules and other financial data included or incorporated by reference in or omitted from any of them, as to which we express no opinion. We have assumed, for purposes of this paragraph, the compliance of the Canadian Prospectus with the requirements of British

Columbia securities laws, as interpreted and applied by the British Columbia Securities Commission. We understand that such matters are covered in the opinion of Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP furnished to you today.

The statements in the Company’s Annual Information Form dated March 19, 2015 under the headings “Canadian Ownership Requirements” and “Regulation”, 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 Prospectuses, insofar as such disclosure describes or summarizes matters of law, fairly summarizes such matters of law.

TELUS Communications Company is the only telecommunications common carrier (as such term is used in the Telecommunications Act and in accordance with the Ownership Regulations) that is controlled by the Company (through its control of the partners of TELUS Communications Company), and TELUS Communications Company is:

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

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

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.

Not less than 80% of the members of the board of directors of each of TCI and 1219723 Alberta ULC 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 of TCI and 1219723 Alberta ULC.

TELUS Communications Company is the only radiocommunication service provider (as such term is used in the Radiocommunications Regulations) that is controlled by the Company and:

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 Radiocommunications Regulations;

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 Industry;

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

each of TCI and 1219723 Alberta ULC is itself eligible to be issued a radio authorization under subsection 9(1) of the Radiocommunications Regulations.

Each of TCI, 1219723 Alberta ULC and TELE-MOBILE COMPANY are Canadians, as defined under the Ownership Regulations, and such entities beneficially own and control, directly or indirectly, in the aggregate and otherwise than by way of security only, not less than 66 2/3% of the beneficial interest in TELUS Communications Company, and TELUS Communications Company is not otherwise controlled by non-Canadians.

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

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

TCI, 1219723 Alberta ULC and Emergis Inc. are the only licensed broadcasting undertakings (as such term is defined in the Broadcasting Act) that are controlled by the Company and they are each individually:

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

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

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

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 Industry 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 any of its Material Subsidiaries is a party or to which any of the properties or assets of the Company or any of its Material Subsidiaries is subject that are required to be described in the Prospectuses, 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 Prospectuses that are not described as required.

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 any such Material Subsidiary 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 Prospectuses 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 its Material Subsidiaries 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.

To the best of such counsel’s knowledge, neither the Company nor any of its Material Subsidiaries 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 Prospectuses, 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 its Material Subsidiaries 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.

To the best of such counsel’s knowledge, when required, the Company and its Material Subsidiaries 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.