Common use of Nomination Procedures Clause in Contracts

Nomination Procedures. (1) The Corporation shall notify each Shareholder Group having a right to designate one or more Nominee under Section 3.2(1) of its intention to hold any Director Election Meeting at least 60 Business Days prior to the date of such Director Election Meeting. (2) Each Shareholder Group having a right to designate one or more Nominee under Section 3.2(1) may notify the Corporation of its designated Nominee(s) at any time but no less than 35 Business Days prior to the date of any Director Election Meeting. If, prior to the Director Election Meeting, the Nominee of a Shareholder Group is unable or unwilling to serve as a Director, then such Shareholder Group will be entitled to designate a replacement Nominee, except where such Shareholder Group would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 3.2(1). (3) For so long as a Shareholder Group has the right to designate one or more Nominees under Section 3.2(1), the Corporation shall: (a) nominate for election and include in any management information circular, proxy statement and form of proxy relating to any annual or special meeting (or submit to shareholders by written consent if applicable) each person designated as Nominee of such Shareholder Group; (b) solicit proxies from shareholders of the Corporation in favour of the election of the Nominees of such Shareholder Group in a manner no less favourable than the manner in which the Corporation supports other nominees for election at any such meeting; and (c) take all steps which may be necessary or appropriate to recognize, enforce and comply with the rights of any Party under Article 3 (Governance Matters). (4) Each Shareholder Group shall vote or cause to be voted all Shares that it holds, directly or indirectly, or over which it exercises control or direction, in favor of any Nominee designated by the other Shareholder Group at any Director Election Meeting, pursuant to the terms and subject to the conditions of Article 3 (Governance Matters). (5) Notwithstanding anything in this Agreement to the contrary: (a) a failure by TELUS to nominate any and all TELUS Nominees that it is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of TELUS to nominate such TELUS Nominees at any time in the future; and (b) a failure by Baring to nominate any and all Baring Nominees that it is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of Baring to nominate such Baring Nominees at any time in the future.

Nomination Procedures. (1) The Corporation Company shall notify each Shareholder the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominee under Section 3.2(1) of its intention to hold any Director Election Meeting at least 60 Business Days prior to the date of such Director Election Meeting. (2) Each Shareholder Group having a right to designate one or more Nominee under Section 3.2(1) may notify the Corporation of its designated Nominee(s) at any time but no less than 35 Business Days prior to the date of any Director Election Meeting. If, prior to the Director Election Meeting, the Nominee of a Shareholder Group is unable or unwilling to serve as a Director, then such Shareholder Group will be entitled to designate a replacement Nominee, except where such Shareholder Group would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 3.2(1). (3) For so long as a Shareholder Group has the right to designate one or more Nominees under Section 3.2(12.2) of any Directors Election Meeting at least 60 days prior to the date of such Directors Election Meeting. (2) At least 45 days, and no more than 75 days, before each Directors Election Meeting, the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominees) will deliver to the Company (c/o the Governance, Nominating and Sustainability Committee) in writing the name of its respective Nominee(s) together with the information regarding such Nominee(s) (including the number of Shares beneficially owned or controlled by such Nominee) that the Company is required by the Act and Securities Laws to include in a management information circular of the Company to be sent to Company Shareholders in respect of such Directors Election Meeting, and such other information, including a biography of such Nominee(s), that is consistent with the Corporation information the Company intends to publish about Nominees as Directors of the Company in such management information circular (the “Nomination Letter”). (3) If the BAT Group Representative (on behalf of the BAT Group Permitted Holders) fails to deliver the Nomination Letter to the Company at least 45 days before the Directors Election Meeting, the BAT Group Representative shall be deemed to have designated the same BAT Director Nominee that serves (or each of the same BAT Director Nominees that serve) as a Director of the Company at such time, subject to such individual(s) satisfying the Conditions for re-election to the Board. (4) Notwithstanding anything to the contrary in this Agreement, each BAT Director Nominee shall, at all times while serving on the Board, meet the qualification requirements to serve as a Director under the Act, applicable Laws and the Constating Documents (collectively, the “Conditions”). No BAT Director Nominee may be an individual who: (a) has been convicted of a felony or a crime involving moral turpitude; or (b) is not acceptable to the TSX, the NASDAQ, any of the Securities Regulators or the Company (acting reasonably). (5) The BAT Director Nominee(s) shall be nominated by or at the direction of the Board or an authorized officer of the Company, including pursuant to a notice of meeting, to stand for election to the Board at the Directors Election Meeting and the Company shall solicit proxies from the holders of Shares in respect thereof, which solicitation obligation will be satisfied by delivery of a form of proxy to the holders of Shares following standard procedures and, where applicable, consistent with past practice. (6) The Company shall: (a) nominate for election and include in any management information circular, proxy statement and form of proxy circular relating to any annual or special meeting Directors Election Meeting (or submit to shareholders Company Shareholders by written consent consent, if applicable) each person individual designated as a BAT Director Nominee of such Shareholder Groupunder Section 2.2 in accordance with Section 2.4; (b) solicit proxies from shareholders recommend (and reflect such recommendation in any management information circular relating to any Directors Election Meeting or in any written consent submitted to Company Shareholders for the purpose of electing Directors of the Corporation Company) that the Company Shareholders vote to elect such BAT Director Nominee(s) as a Director for a term of office expiring at the closing of the subsequent annual meeting of the Company Shareholders; (c) solicit, obtain proxies in favour of and otherwise support the election of such Nominee(s) at the Nominees of such Shareholder Group applicable Directors Election Meeting, each in a manner no less favourable than the manner in which the Corporation Company supports other nominees its own Nominees for election at any such meetingthe applicable Directors Election Meeting; and (cd) take all steps which may be necessary or appropriate to recognize, enforce and comply with the rights of any Party the BAT Group Permitted Holders under this Article 3 (Governance Matters). (4) Each Shareholder Group shall vote or cause to be voted all Shares that it holds, directly or indirectly, or over which it exercises control or direction, in favor of any Nominee designated by the other Shareholder Group at any Director Election Meeting, pursuant to the terms and subject to the conditions of Article 3 (Governance Matters). (5) Notwithstanding anything in this Agreement to the contrary: (a) a failure by TELUS to nominate any and all TELUS Nominees that it is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of TELUS to nominate such TELUS Nominees at any time in the future2; and (be) a failure by Baring not take, authorize or approve any action, including the adoption of any amendments to nominate any and all Baring Nominees of its Constating Documents, that it is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of Baring to nominate such Baring Nominees at any time would or would reasonably be expected to, individually or in the futureaggregate, eliminate, limit or otherwise frustrate in any way the rights of the BAT Group Permitted Holders under this Article 2.

Nomination Procedures. (1) The Corporation shall notify each Shareholder the TELUS Group having a right to designate one or more Nominee under Section 3.2(1) of its intention to hold any Director Election Meeting at least 60 Business Days prior to the date of such Director Election Meeting. (2) Each Shareholder Group having a right to designate one or more Nominee under Section 3.2(1) TELUS may notify the Corporation of its designated Nominee(s) at any time but no less than 35 Business Days prior to the date of any Director Election Meeting. If, prior to the Director Election Meeting, the a Nominee of a Shareholder the TELUS Group is unable or unwilling to serve as a Director, then such Shareholder the TELUS Group will be entitled to designate a replacement Nominee, except where such Shareholder the TELUS Group would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 3.2(1). (3) For so long as a Shareholder the TELUS Group has the right to designate one or more Nominees under Section 3.2(1), the Corporation shall: (a) nominate for election and include in any management information circular, proxy statement and form of proxy relating to any annual or special meeting (or submit to shareholders by written consent if applicable) each person designated as Nominee of such Shareholder the TELUS Group; (b) solicit proxies from shareholders of the Corporation in favour of the election of the Nominees of such Shareholder the TELUS Group in a manner no less favourable than the manner in which the Corporation supports other nominees for election at any such meeting; and (c) take all steps which may be necessary or appropriate to recognize, enforce and comply with the rights of any Party under Article 3 (Governance Matters). (4) Each Shareholder Group shall vote or cause to be voted all Shares that it holds, directly or indirectly, or over which it exercises control or direction, in favor of any Nominee designated by the other Shareholder TELUS Group at any Director Election Meeting, pursuant to the terms and subject to the conditions of Article 3 (Governance Matters). (5) Notwithstanding anything in this Agreement to the contrary: (a) , a failure by TELUS to nominate any and all TELUS Nominees that it is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of TELUS to nominate such TELUS Nominees at any time in the future; and (b) a failure by Baring to nominate any and all Baring Nominees that it is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of Baring to nominate such Baring Nominees at any time in the future.

Nomination Procedures. (1a) The Corporation Company shall notify each Shareholder Group having a right to designate one or more Nominee under Section 3.2(1) 9477179 of its intention to hold any Director Election Meeting called or proposed to be called by the Company at least 60 45 Business Days prior to the date of such Director Election Meeting. (2b) Each Shareholder Group having a right to designate one or more Nominee under Section 3.2(1) 9477179 may notify the Corporation Company of its designated Nominee(s) at any time following receipt of the notice provided by the Company in accordance with Section 4.3(a) but no less than 35 Business Days prior to the date of any Director Election Meeting. For purposes of the Director Election Meeting to be held in 2020, the 9477179 Initial Nominees shall be deemed to be 9477179’s designated Nominees, and the Parties agree that, unless otherwise agreed to by a majority of the Directors who are not 9477179 Nominees, the individuals named in Section 4.1 shall be the Company’s nominees for any Director Election Meeting to be held in 2020. If, prior to the Director Election Meeting, the a Nominee of a Shareholder Group designated by 9477179 under Section 4.2 is unable or unwilling to serve as a Director, then such Shareholder Group 9477179 will be entitled to designate a replacement Nominee, except where such Shareholder Group 9477179 would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 3.2(1)4.2. (3c) For so long as a Shareholder Group has the right to designate one or more Nominees under Section 3.2(1), the Corporation shall: The Company shall (ai) nominate for election and include in any management information circular, proxy statement and form of proxy circular relating to any annual or special meeting Director Election Meeting (or submit to shareholders by written consent if applicable) each person designated as a Nominee of such Shareholder Group9477179 under Section 4.2; (bii) solicit proxies from recommend (and reflect such recommendation in any management information circular relating to any Director Election Meeting or in any written consent submitted to shareholders of the Corporation Company for the purpose of electing directors of the Company) that the shareholders of the Company vote to elect such Nominee(s) as a Director for a term of office expiring at the subsequent annual meeting of the shareholders of the Company; (iii) solicit, obtain proxies in favour of and otherwise support the election of such Nominee(s) at the Nominees of such Shareholder Group applicable Director Election Meeting, each in a manner no less favourable than the manner in which the Corporation Company supports other its own nominees for election at any such meetingthe applicable Directors Election Meeting; and (civ) use commercially reasonable efforts to take all steps which may be necessary or appropriate to recognize, enforce and comply with the rights of any Party 9477179 under this Article 3 (Governance Matters)4. (4d) Each Shareholder Group shall vote or cause to be voted all Shares that it holds, directly or indirectly, or over which it exercises control or direction, in favor of any Nominee designated by the other Shareholder Group at any Director Election Meeting, pursuant to the terms and subject to the conditions of Article 3 (Governance Matters). (5) Notwithstanding anything Except as set forth in this Agreement to Article 4, the contrary: (a) a failure by TELUS to nominate any and all TELUS selection of Nominees that it is entitled to nominate other than the 9477179 Nominees designated pursuant to Section 3.2(1) at 4.2 (including when any time designation right of 9477179 has not been exercised pursuant thereto), shall not restrict rest with the ability Board, or the Governance and Compensation Committee of TELUS to nominate such TELUS Nominees at any time in the future; and (b) a failure Board, if so determined by Baring to nominate any and all Baring Nominees that it is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of Baring to nominate such Baring Nominees at any time in the futureBoard.

Nomination Procedures. (1) The Corporation Company shall notify each Shareholder the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominee under Section 3.2(1) of its intention to hold any Director Election Meeting at least 60 Business Days prior to the date of such Director Election Meeting. (2) Each Shareholder Group having a right to designate one or more Nominee under Section 3.2(1) may notify the Corporation of its designated Nominee(s) at any time but no less than 35 Business Days prior to the date of any Director Election Meeting. If, prior to the Director Election Meeting, the Nominee of a Shareholder Group is unable or unwilling to serve as a Director, then such Shareholder Group will be entitled to designate a replacement Nominee, except where such Shareholder Group would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 3.2(1). (3) For so long as a Shareholder Group has the right to designate one or more Nominees under Section 3.2(12.2) of any Directors Election Meeting at least 60 days prior to the date of such Directors Election Meeting. (2) At least 45 days, and no more than 75 days, before each Directors Election Meeting, the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominees) will deliver to the Company (c/o the Governance, Nominating and Sustainability Committee) in writing the name of its respective Nominee(s) together with the information regarding such Nominee(s) (including the number of Shares beneficially owned or controlled by such Nominee) that the Company is required by the Act and Securities Laws to include in a management information circular of the Company to be sent to Company Shareholders in respect of such Directors Election Meeting, and such other information, including a biography of such Nominee(s), that is consistent with the Corporation information the Company intends to publish about Nominees as Directors of the Company in such management information circular (the "Nomination Letter"). (3) If the BAT Group Representative (on behalf of the BAT Group Permitted Holders) fails to deliver the Nomination Letter to the Company at least 45 days before the Directors Election Meeting, the BAT Group Representative shall be deemed to have designated the same BAT Director Nominee that serves (or each of the same BAT Director Nominees that serve) as a Director of the Company at such time, subject to such individual(s) satisfying the Conditions for re-election to the Board. (4) Notwithstanding anything to the contrary in this Agreement, each BAT Director Nominee shall, at all times while serving on the Board, meet the qualification requirements to serve as a Director under the Act, applicable Laws and the Constating Documents (collectively, the "Conditions").No BAT Director Nominee may be an individual who: (a) has been convicted of a felony or a crime involving moral turpitude; or (b) is not acceptable to the TSX, the NASDAQ, any of the Securities Regulators or the Company (acting reasonably). (5) The BAT Director Nominee(s) shall be nominated by or at the direction of the Board or an authorized officer of the Company, including pursuant to a notice of meeting, to stand for election to the Board at the Directors Election Meeting and the Company shall solicit proxies from the holders of Shares in respect thereof, which solicitation obligation will be satisfied by delivery of a form of proxy to the holders of Shares following standard procedures and, where applicable, consistent with past practice. (6) The Company shall: (a) nominate for election and include in any management information circular, proxy statement and form of proxy circular relating to any annual or special meeting Directors Election Meeting (or submit to shareholders Company Shareholders by written consent consent, if applicable) each person individual designated as a BAT Director Nominee of such Shareholder Groupunder Section 2.2 in accordance with Section 2.4; (b) solicit proxies from shareholders recommend (and reflect such recommendation in any management information circular relating to any Directors Election Meeting or in any written consent submitted to Company Shareholders for the purpose of electing Directors of the Corporation Company) that the Company Shareholders vote to elect such BAT Director Nominee(s) as a Director for a term of office expiring at the closing of the subsequent annual meeting of the Company Shareholders; (c) solicit, obtain proxies in favour of and otherwise support the election of such Nominee(s) at the Nominees of such Shareholder Group applicable Directors Election Meeting, each in a manner no less favourable than the manner in which the Corporation Company supports other nominees its own Nominees for election at any such meetingthe applicable Directors Election Meeting; and (cd) take all steps which may be necessary or appropriate to recognize, enforce and comply with the rights of any Party the BAT Group Permitted Holders under this Article 3 (Governance Matters). (4) Each Shareholder Group shall vote or cause to be voted all Shares that it holds, directly or indirectly, or over which it exercises control or direction, in favor of any Nominee designated by the other Shareholder Group at any Director Election Meeting, pursuant to the terms and subject to the conditions of Article 3 (Governance Matters). (5) Notwithstanding anything in this Agreement to the contrary: (a) a failure by TELUS to nominate any and all TELUS Nominees that it is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of TELUS to nominate such TELUS Nominees at any time in the future2; and (be) a failure by Baring not take, authorize or approve any action, including the adoption of any amendments to nominate any and all Baring Nominees of its Constating Documents, that it is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of Baring to nominate such Baring Nominees at any time would or would reasonably be expected to, individually or in the futureaggregate, eliminate, limit or otherwise frustrate in any way the rights of the BAT Group Permitted Holders under this Article 2.

Nomination Procedures. (1) The Corporation Company shall notify each Shareholder the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominee under Section 3.2(1) of its intention to hold any Director Election Meeting at least 60 Business Days prior to the date of such Director Election Meeting. (2) Each Shareholder Group having a right to designate one or more Nominee under Section 3.2(1) may notify the Corporation of its designated Nominee(s) at any time but no less than 35 Business Days prior to the date of any Director Election Meeting. If, prior to the Director Election Meeting, the Nominee of a Shareholder Group is unable or unwilling to serve as a Director, then such Shareholder Group will be entitled to designate a replacement Nominee, except where such Shareholder Group would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 3.2(1). (3) For so long as a Shareholder Group has the right to designate one or more Nominees under Section 3.2(12.2) of any Directors Election Meeting at least 60 days prior to the date of such Directors Election Meeting. (2) At least 45 days, and no more than 75 days, before each Directors Election Meeting, the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominees) will deliver to the Company (c/o the Governance and Nomination Committee) in writing the name of its respective Nominee(s) together with the information regarding such Nominee(s) (including the number of Shares beneficially owned or controlled by such Nominee) that the Company is required by the Act and Securities Laws to include in a management information circular of the Company to be sent to Company Shareholders in respect of such Directors Election Meeting, and such other information, including a biography of such Nominee(s), that is consistent with the Corporation information the Company intends to publish about Nominees as Directors of the Company in such management information circular (the “Nomination Letter”). (3) If the BAT Group Representative (on behalf of the BAT Group Permitted Holders) fails to deliver the Nomination Letter to the Company at least 45 days before the Directors Election Meeting, the BAT Group Representative shall be deemed to have designated the same BAT Director Nominee that serves (or each of the same BAT Director Nominees that serve) as a Director of the Company at such time, subject to such individual(s) satisfying the Conditions for re-election to the Board. (4) Notwithstanding anything to the contrary in this Agreement, each BAT Director Nominee shall, at all times while serving on the Board, meet the qualification requirements to serve as a Director under the Act, Securities Laws and the Constating Documents (collectively, the “Conditions”). No BAT Director Nominee may be an individual who: (a) has been convicted of a felony or a crime involving moral turpitude; or (b) is not acceptable to the TSX, the NASDAQ, any of the Securities Regulators or the Company (acting reasonably). (5) The BAT Director Nominee(s) shall be nominated by or at the direction of the Board or an authorized officer of the Company, including pursuant to a notice of meeting, to stand for election to the Board at the Directors Election Meeting and the Company shall solicit proxies from the holders of Shares in respect thereof, which solicitation obligation will be satisfied by delivery of a form of proxy to the holders of Shares following standard procedures and, where applicable, consistent with past practice. (6) The Company shall: (a) nominate for election and include in any management information circular, proxy statement and form of proxy circular relating to any annual or special meeting Directors Election Meeting (or submit to shareholders Company Shareholders by written consent consent, if applicable) each person individual designated as a BAT Director Nominee of such Shareholder Groupunder Section 2.2 in accordance with Section 2.4; (b) solicit proxies from shareholders recommend (and reflect such recommendation in any management information circular relating to any Directors Election Meeting or in any written consent submitted to Company Shareholders for the purpose of electing Directors of the Corporation Company) that the Company Shareholders vote to elect such BAT Director Nominee(s) as a Director for a term of office expiring at the closing of the subsequent annual meeting of the Company Shareholders; (c) solicit, obtain proxies in favour of and otherwise support the election of such Nominee(s) at the Nominees of such Shareholder Group applicable Directors Election Meeting, each in a manner no less favourable than the manner in which the Corporation Company supports other nominees its own Nominees for election at any such meetingthe applicable Directors Election Meeting; and (cd) take all steps which may be necessary or appropriate to recognize, enforce and comply with the rights of the BAT Group Permitted Holders under this Article 2; and (e) not take, authorize or approve any Party action, including the adoption of any amendments to any of its Constating Documents, that would or would reasonably be expected to, individually or in the aggregate, eliminate, limit or otherwise frustrate in any way the rights of the BAT Group Permitted Holders under this Article 3 (Governance Matters)2. (47) Each Shareholder Group For greater certainty, any BAT Director Nominee that receives a number of proxy votes withheld that is greater than the votes for such BAT Director Nominee, shall vote submit his or cause her resignation to be voted all Shares that it holds, directly or indirectly, or over which it exercises control or direction, in favor of any Nominee designated by the other Shareholder Group at any Director Board promptly following the applicable Directors Election Meeting, Meeting pursuant to the terms and subject to the conditions of Article 3 (Governance Matters)Company’s majority voting policy. (5) Notwithstanding anything in this Agreement to the contrary: (a) a failure by TELUS to nominate any and all TELUS Nominees that it is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of TELUS to nominate such TELUS Nominees at any time in the future; and (b) a failure by Baring to nominate any and all Baring Nominees that it is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of Baring to nominate such Baring Nominees at any time in the future.

Nomination Procedures. (1a) The Corporation shall notify each Shareholder Group having As long as the ▇▇▇▇▇▇/▇▇▇▇▇▇ Holders have a right to designate one or more (1) Nominee under Section 3.2(1) 3.1, the REIT shall notify the ▇▇▇▇▇▇/▇▇▇▇▇▇ Holders of its intention to hold any Director Trustee Election Meeting at least 60 Business Days 90 calendar days prior to the date of such Director Trustee Election Meeting. (2b) Each Shareholder Group having As long as the ▇▇▇▇▇▇/▇▇▇▇▇▇ Holders have a right to designate one or more (1) Nominee under Section 3.2(1) 3.1, the ▇▇▇▇▇▇/▇▇▇▇▇▇ Holders may notify the Corporation REIT of its the ▇▇▇▇▇▇/▇▇▇▇▇▇ Holders’ designated Nominee(s) Nominee at any time following receipt of the notice provided by the REIT in accordance with Section 3.2(a), but no less than 35 Business Days 60 calendar days prior to the date of any Director Trustee Election Meeting. If, prior to the Director Trustee Election Meeting, the Nominee of a Shareholder Group the ▇▇▇▇▇▇/▇▇▇▇▇▇ Holders designated under Section 3.1 is unable or unwilling to serve as a DirectorTrustee, then such Shareholder Group the ▇▇▇▇▇▇/▇▇▇▇▇▇ Holders will be entitled to designate a replacement Nominee, provided that such designation is provided in advance of the issuance of any management information circular relating to any Trustee Election Meeting or any written consent submitted to Unitholders of the REIT for the purpose of electing Trustees and except where such Shareholder Group the ▇▇▇▇▇▇/▇▇▇▇▇▇ Holders would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 3.2(1)3.1. (3c) For so long If the ▇▇▇▇▇▇/▇▇▇▇▇▇ Holders fail to deliver notice to the REIT of their designated Nominee at least 60 calendar days prior to the date of any Trustee Election Meeting, the ▇▇▇▇▇▇/▇▇▇▇▇▇ Holders shall be deemed to have designated the same Nominee previously designated by the ▇▇▇▇▇▇/▇▇▇▇▇▇ Holders that serves as a Shareholder Group has ▇▇▇▇▇▇/▇▇▇▇▇▇ Trustee at such time, subject to such Nominee satisfying any conditions for re-appointment to the right to designate one or more Nominees under Section 3.2(1), the Corporation shall: Board. (ad) The REIT shall (i) nominate for election and include in any management information circular, proxy statement and form of proxy circular relating to any annual or special meeting Trustee Election Meeting (or submit to shareholders Unitholders by written consent consent, if applicable) each the person designated as a Nominee of the ▇▇▇▇▇▇/▇▇▇▇▇▇ Holders under Section 3.1, (ii) recommend (and reflect such Shareholder Group; (b) solicit proxies from shareholders recommendation in any management information circular relating to any Trustee Election Meeting or in any written consent submitted to Unitholders of the Corporation REIT for the purpose of electing Trustees) that the Unitholders vote to elect such Nominee as a Trustee for a term of office expiring at the subsequent annual meeting of the Unitholders, (iii) use reasonable commercial efforts to solicit, obtain proxies in favour of and otherwise support the election of such Nominee at the Nominees of such Shareholder Group applicable Trustee Election Meeting, each in a manner no less favourable than the manner in which the Corporation REIT supports other nominees its own Nominees for election at any such meeting; the applicable Trustees Election Meeting, and (civ) take all other reasonable steps which it considers in its sole discretion may be necessary or appropriate to recognize, enforce and comply with the rights of any Party the ▇▇▇▇▇▇/▇▇▇▇▇▇ Holders under this Article 3 (Governance Matters)3. (4e) Each Shareholder Group shall vote or cause to be voted all Shares that it holdsThe selection of Nominees, directly or indirectly, or over which it exercises control or direction, in favor of any other than the Nominee designated by the other Shareholder Group at any Director Election Meeting, ▇▇▇▇▇▇/▇▇▇▇▇▇ Holders pursuant to Section 3.1 (including when any designation right of the terms ▇▇▇▇▇▇/▇▇▇▇▇▇ Holders has not been exercised pursuant thereto), shall rest with the Board, or the Compensation, Governance and subject to Nominating Committee, if so determined by the conditions of Article 3 (Governance Matters)Board. (5f) Notwithstanding anything in As of the date of this Agreement to Agreement, the contrary: (a) a failure Nominee designated by TELUS to nominate any and all TELUS Nominees that it is entitled to nominate the ▇▇▇▇▇▇/▇▇▇▇▇▇ Holders pursuant to Section 3.2(1) at any time shall not restrict the ability of TELUS to nominate such TELUS Nominees at any time in the future; and (b) a failure by Baring to nominate any and all Baring Nominees that it 3.1 is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of Baring to nominate such Baring Nominees at any time in the future▇▇▇▇▇▇▇ ▇▇▇▇▇▇.

Nomination Procedures. (1) The Corporation Company shall notify each Shareholder the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominee under Section 3.2(1) of its intention to hold any Director Election Meeting at least 60 Business Days prior to the date of such Director Election Meeting. (2) Each Shareholder Group having a right to designate one or more Nominee under Section 3.2(1) may notify the Corporation of its designated Nominee(s) at any time but no less than 35 Business Days prior to the date of any Director Election Meeting. If, prior to the Director Election Meeting, the Nominee of a Shareholder Group is unable or unwilling to serve as a Director, then such Shareholder Group will be entitled to designate a replacement Nominee, except where such Shareholder Group would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 3.2(1). (3) For so long as a Shareholder Group has the right to designate one or more Nominees under Section 3.2(12.2) of any Directors Election Meeting at least 60 days prior to the date of such Directors Election Meeting. (2) At least 45 days, and no more than 75 days, before each Directors Election Meeting, the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominees) will deliver to the Company (c/o the Governance, Nominating and Sustainability Committee) in writing the name of its respective Nominee(s) together with the information regarding such Nominee(s) (including the number of Shares beneficially owned or controlled by such Nominee) that the Company is required by the Act and Securities Laws to include in a management information circular of the Company to be sent to Company Shareholders in respect of such Directors Election Meeting, and such other information, including a biography of such Nominee(s), that is consistent with the Corporation information the Company intends to publish about Nominees as Directors of the Company in such management information circular (the "Nomination Letter"). (3) If the BAT Group Representative (on behalf of the BAT Group Permitted Holders) fails to deliver the Nomination Letter to the Company at least 45 days before the Directors Election Meeting, the BAT Group Representative shall be deemed to have designated the same BAT Director Nominee that serves (or each of the same BAT Director Nominees that serve) as a Director of the Company at such time, subject to such individual(s) satisfying the Conditions for re-election to the Board. (4) Notwithstanding anything to the contrary in this Agreement, each BAT Director Nominee shall, at all times while serving on the Board, meet the qualification requirements to serve as a Director under the Act, applicable Laws and the Constating Documents (collectively, the "Conditions"). No BAT Director Nominee may be an individual who: (a) has been convicted of a felony or a crime involving moral turpitude; or (b) is not acceptable to the TSX, the NASDAQ, any of the Securities Regulators or the Company (acting reasonably). (5) The BAT Director Nominee(s) shall be nominated by or at the direction of the Board or an authorized officer of the Company, including pursuant to a notice of meeting, to stand for election to the Board at the Directors Election Meeting and the Company shall solicit proxies from the holders of Shares in respect thereof, which solicitation obligation will be satisfied by delivery of a form of proxy to the holders of Shares following standard procedures and, where applicable, consistent with past practice. (6) The Company shall: (a) nominate for election and include in any management information circular, proxy statement and form of proxy circular relating to any annual or special meeting Directors Election Meeting (or submit to shareholders Company Shareholders by written consent consent, if applicable) each person individual designated as a BAT Director Nominee of such Shareholder Groupunder Section 2.2 in accordance with Section 2.4; (b) solicit proxies from shareholders recommend (and reflect such recommendation in any management information circular relating to any Directors Election Meeting or in any written consent submitted to Company Shareholders for the purpose of electing Directors of the Corporation Company) that the Company Shareholders vote to elect such BAT Director Nominee(s) as a Director for a term of office expiring at the closing of the subsequent annual meeting of the Company Shareholders; (c) solicit, obtain proxies in favour of and otherwise support the election of such Nominee(s) at the Nominees of such Shareholder Group applicable Directors Election Meeting, each in a manner no less favourable than the manner in which the Corporation Company supports other nominees its own Nominees for election at any such meetingthe applicable Directors Election Meeting; and (cd) take all steps which may be necessary or appropriate to recognize, enforce and comply with the rights of any Party the BAT Group Permitted Holders under this Article 3 (Governance Matters). (4) Each Shareholder Group shall vote or cause to be voted all Shares that it holds, directly or indirectly, or over which it exercises control or direction, in favor of any Nominee designated by the other Shareholder Group at any Director Election Meeting, pursuant to the terms and subject to the conditions of Article 3 (Governance Matters). (5) Notwithstanding anything in this Agreement to the contrary: (a) a failure by TELUS to nominate any and all TELUS Nominees that it is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of TELUS to nominate such TELUS Nominees at any time in the future2; and (be) a failure by Baring not take, authorize or approve any action, including the adoption of any amendments to nominate any and all Baring Nominees of its Constating Documents, that it is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of Baring to nominate such Baring Nominees at any time would or would reasonably be expected to, individually or in the futureaggregate, eliminate, limit or otherwise frustrate in any way the rights of the BAT Group Permitted Holders under this Article 2.

Nomination Procedures. (1) The Corporation Company shall notify each Shareholder the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominee under Section 3.2(1) of its intention to hold any Director Election Meeting at least 60 Business Days prior to the date of such Director Election Meeting. (2) Each Shareholder Group having a right to designate one or more Nominee under Section 3.2(1) may notify the Corporation of its designated Nominee(s) at any time but no less than 35 Business Days prior to the date of any Director Election Meeting. If, prior to the Director Election Meeting, the Nominee of a Shareholder Group is unable or unwilling to serve as a Director, then such Shareholder Group will be entitled to designate a replacement Nominee, except where such Shareholder Group would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 3.2(1). (3) For so long as a Shareholder Group has the right to designate one or more Nominees under Section 3.2(12.3) of any Directors Election Meeting at least 60 days prior to the date of such Directors Election Meeting. (2) At least 45 days, and no more than 75 days, before each Directors Election Meeting, the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Director Nominees) will deliver to the Company (c/o the Corporate Governance and Nomination Committee) in writing the name of its respective Nominee(s) together with the information regarding such Nominee(s) (including the number of Common Shares beneficially owned or controlled by such Nominee) that the Company is required by the Act and applicable Securities Laws to include in a management information circular of the Company to be sent to Company Shareholders in respect of such Directors Election Meeting, and such other information, including a biography of such Nominee(s), that is consistent with the Corporation information the Company intends to publish about Nominees as Directors of the Company in such management information circular (the “Nomination Letter”). In the event that the Company, acting reasonably, requires additional information regarding the Nominee, the BAT Group Representative shall promptly provide any such requested information. (3) If the BAT Group Representative (on behalf of the BAT Group Permitted Holders) fails to deliver the Nomination Letter to the Company at least 45 days before the Directors Election Meeting, the BAT Group Representative shall be deemed to have designated (i) the same BAT Director Nominee that serves (or each of the same Director Nominees that serve) as a Director of the Company at such time, subject to such individual(s) satisfying the Conditions for re-election to the Board or (ii) no Director Nominees, if there is no BAT Director Nominee serving at such time. (4) Notwithstanding anything to the contrary in this Agreement, each Director Nominee shall, at all times while serving on the Board, (a) meet the qualification requirements to serve as a Director under the Act, applicable Securities Laws and the Constating Documents, (b) comply with applicable provisions of the Act, and (c) comply with the written terms of reference or policies approved in effect with respect to the conduct of the Board and applicable Committees (e.g. Company Blackout Policy) (collectively, the “Conditions”). No Director Nominee may be an individual who: (x) has been convicted of a felony or a crime involving moral turpitude; or (y) is not acceptable to the TSX, any other securities exchange on which the Common Shares are listed, any of the Canadian Securities Regulators, securities commissions or other securities regulatory 1632919786.2 authorities of any other jurisdiction in which the Common Shares are listed or to which the Company is subject, or the Company (acting reasonably). (5) The Director Nominee(s) shall be nominated by or at the direction of the Board or an authorized officer of the Company, including pursuant to a notice of meeting, to stand for election to the Board at the Directors Election Meeting and the Company shall solicit proxies from the holders of Common Shares in respect thereof, which solicitation obligation will be satisfied by delivery of a form of proxy to the holders of Common Shares following standard procedures and, where applicable, consistent with past practice. (6) The Company shall: (a) nominate for election and include in any management information circular, proxy statement and form of proxy circular relating to any annual or special meeting Directors Election Meeting (or submit to shareholders Company Shareholders by written consent consent, if applicable) each person individual designated as a Director Nominee of such Shareholder Groupunder Section 2.3 in accordance with this Section 2.5; (b) solicit proxies from shareholders recommend (and reflect such recommendation in any management information circular relating to any Directors Election Meeting or in any written consent submitted to Company Shareholders for the purpose of electing Directors of the Corporation Company) that the Company Shareholders vote to elect such Director Nominee(s) as a Director for a term of office expiring at the closing of the subsequent annual meeting of the Company Shareholders; (c) use commercially reasonable efforts to solicit and obtain proxies in favour of and otherwise support the election of such Nominee(s) at the Nominees of such Shareholder Group applicable Directors Election Meeting, each in a manner no less favourable than the manner in which the Corporation Company supports other nominees its own Nominees for election at any such meetingthe applicable Directors Election Meeting; and (cd) take all steps which may be reasonably necessary or appropriate to recognize, enforce and comply with the rights of any Party the BAT Group Permitted Holders under this Article 3 (Governance Matters). (4) Each Shareholder Group shall vote or cause to be voted all Shares that it holds, directly or indirectly, or over which it exercises control or direction, in favor of any Nominee designated by the other Shareholder Group at any Director Election Meeting, pursuant to the terms and subject to the conditions of Article 3 (Governance Matters). (5) Notwithstanding anything in this Agreement to the contrary: (a) a failure by TELUS to nominate any and all TELUS Nominees that it is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of TELUS to nominate such TELUS Nominees at any time in the future2; and (be) a failure by Baring subject to nominate compliance with Law and stock exchange requirements, not take, authorize or approve any and all Baring Nominees action, including the adoption of any amendments to any of its Constating Documents, that it is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of Baring to nominate such Baring Nominees at any time would or would reasonably be expected to, individually or in the futureaggregate, eliminate, limit or otherwise frustrate in any way the rights of the BAT Group Permitted Holders under this Article 2.

Nomination Procedures. (1) The Corporation Company shall notify each Shareholder the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominee under Section 3.2(1) of its intention to hold any Director Election Meeting at least 60 Business Days prior to the date of such Director Election Meeting. (2) Each Shareholder Group having a right to designate one or more Nominee under Section 3.2(1) may notify the Corporation of its designated Nominee(s) at any time but no less than 35 Business Days prior to the date of any Director Election Meeting. If, prior to the Director Election Meeting, the Nominee of a Shareholder Group is unable or unwilling to serve as a Director, then such Shareholder Group will be entitled to designate a replacement Nominee, except where such Shareholder Group would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 3.2(1). (3) For so long as a Shareholder Group has the right to designate one or more Nominees under Section 3.2(12.2) of any Directors Election Meeting at least 60 days prior to the date of such Directors Election Meeting. (2) At least 45 days, and no more than 75 days, before each Directors Election Meeting, the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominees) will deliver to the Company (c/o the Governance, Nominating and Sustainability Committee) in writing the name of its respective Nominee(s) together with the information regarding such Nominee(s) (including the number of Shares beneficially owned or controlled by such Nominee) that the Company is required by the Act and Securities Laws to include in a management information circular of the Company to be sent to Company Shareholders in respect of such Directors Election Meeting, and such other information, including a biography of such Nominee(s), that is consistent with the Corporation information the Company intends to publish about Nominees as Directors of the Company in such management information circular (the “Nomination Letter”). (3) If the BAT Group Representative (on behalf of the BAT Group Permitted Holders) fails to deliver the Nomination Letter to the Company at least 45 days before the Directors Election Meeting, the BAT Group Representative shall be deemed to have designated the same BAT Director Nominee that serves (or each of the same BAT Director Nominees that serve) as a Director of the Company at such time, subject to such individual(s) satisfying the Conditions for re-election to the Board. (4) Notwithstanding anything to the contrary in this Agreement, each BAT Director Nominee shall, at all times while serving on the Board, meet the qualification requirements to serve as a Director under the Act, applicable Laws and the Constating Documents (collectively, the “Conditions”).No BAT Director Nominee may be an individual who: (a) has been convicted of a felony or a crime involving moral turpitude; or (b) is not acceptable to the TSX, the NASDAQ, any of the Securities Regulators or the Company (acting reasonably). (5) The BAT Director Nominee(s) shall be nominated by or at the direction of the Board or an authorized officer of the Company, including pursuant to a notice of meeting, to stand for election to the Board at the Directors Election Meeting and the Company shall solicit proxies from the holders of Shares in respect thereof, which solicitation obligation will be satisfied by delivery of a form of proxy to the holders of Shares following standard procedures and, where applicable, consistent with past practice. (6) The Company shall: (a) nominate for election and include in any management information circular, proxy statement and form of proxy circular relating to any annual or special meeting Directors Election Meeting (or submit to shareholders Company Shareholders by written consent consent, if applicable) each person individual designated as a BAT Director Nominee of such Shareholder Groupunder Section 2.2 in accordance with Section 2.4; (b) solicit proxies from shareholders recommend (and reflect such recommendation in any management information circular relating to any Directors Election Meeting or in any written consent submitted to Company Shareholders for the purpose of electing Directors of the Corporation Company) that the Company Shareholders vote to elect such BAT Director Nominee(s) as a Director for a term of office expiring at the closing of the subsequent annual meeting of the Company Shareholders; (c) solicit, obtain proxies in favour of and otherwise support the election of such Nominee(s) at the Nominees of such Shareholder Group applicable Directors Election Meeting, each in a manner no less favourable than the manner in which the Corporation Company supports other nominees its own Nominees for election at any such meetingthe applicable Directors Election Meeting; and (cd) take all steps which may be necessary or appropriate to recognize, enforce and comply with the rights of any Party the BAT Group Permitted Holders under this Article 3 (Governance Matters). (4) Each Shareholder Group shall vote or cause to be voted all Shares that it holds, directly or indirectly, or over which it exercises control or direction, in favor of any Nominee designated by the other Shareholder Group at any Director Election Meeting, pursuant to the terms and subject to the conditions of Article 3 (Governance Matters). (5) Notwithstanding anything in this Agreement to the contrary: (a) a failure by TELUS to nominate any and all TELUS Nominees that it is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of TELUS to nominate such TELUS Nominees at any time in the future2; and (be) a failure by Baring not take, authorize or approve any action, including the adoption of any amendments to nominate any and all Baring Nominees of its Constating Documents, that it is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of Baring to nominate such Baring Nominees at any time would or would reasonably be expected to, individually or in the futureaggregate, eliminate, limit or otherwise frustrate in any way the rights of the BAT Group Permitted Holders under this Article 2.

Nomination Procedures. (1) The Corporation Company shall notify each Shareholder the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominee under Section 3.2(1) of its intention to hold any Director Election Meeting at least 60 Business Days prior to the date of such Director Election Meeting. (2) Each Shareholder Group having a right to designate one or more Nominee under Section 3.2(1) may notify the Corporation of its designated Nominee(s) at any time but no less than 35 Business Days prior to the date of any Director Election Meeting. If, prior to the Director Election Meeting, the Nominee of a Shareholder Group is unable or unwilling to serve as a Director, then such Shareholder Group will be entitled to designate a replacement Nominee, except where such Shareholder Group would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 3.2(1). (3) For so long as a Shareholder Group has the right to designate one or more Nominees under Section 3.2(12.3) of any Directors Election Meeting at least 60 days prior to the date of such Directors Election Meeting. (2) At least 45 days, and no more than 75 days, before each Directors Election Meeting, the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Director Nominees) will deliver to the Company (c/o the Corporate Governance and Nomination Committee) in writing the name of its respective Nominee(s) together with the information regarding such Nominee(s) (including the number of Common Shares beneficially owned or controlled by such Nominee) that the Company is required by the Act and applicable Securities Laws to include in a management information circular of the Company to be sent to Company Shareholders in respect of such Directors Election Meeting, and such other information, including a biography of such Nominee(s), that is consistent with the Corporation information the Company intends to publish about Nominees as Directors of the Company in such management information circular (the “Nomination Letter”). In the event that the Company, acting reasonably, requires additional information regarding the Nominee, the BAT Group Representative shall promptly provide any such requested information. (3) If the BAT Group Representative (on behalf of the BAT Group Permitted Holders) fails to deliver the Nomination Letter to the Company at least 45 days before the Directors Election Meeting, the BAT Group Representative shall be deemed to have designated (i) the same BAT Director Nominee that serves (or each of the same Director Nominees that serve) as a Director of the Company at such time, subject to such individual(s) satisfying the Conditions for re-election to the Board or (ii) no Director Nominees, if there is no BAT Director Nominee serving at such time. (4) Notwithstanding anything to the contrary in this Agreement, each Director Nominee shall, at all times while serving on the Board, (i) meet the qualification requirements to serve as a Director under the Act, applicable Securities Laws and the Constating Documents, (ii) comply with applicable provisions of the Act, and (iii) comply with the written terms of reference or policies approved in effect with respect of the conduct or the Board and applicable Committee’s (e.g. Company Blackout Policy) (collectively, the “Conditions”). No Director Nominee may be an individual who: (a) has been convicted of a felony or a crime involving moral turpitude; or (b) is not acceptable to the TSX, any other securities exchange on which the Common Shares are listed, any of the Canadian Securities Regulators, securities commissions or other securities regulatory authorities of any other jurisdiction in which the Common Shares are listed or to which the Company is subject, or the Company (acting reasonably). (5) The Director Nominee(s) shall be nominated by or at the direction of the Board or an authorized officer of the Company, including pursuant to a notice of meeting, to stand for election to the Board at the Directors Election Meeting and the Company shall solicit proxies from the holders of Common Shares in respect thereof, which solicitation obligation will be satisfied by delivery of a form of proxy to the holders of Common Shares following standard procedures and, where applicable, consistent with past practice. (6) The Company shall: (a) nominate for election and include in any management information circular, proxy statement and form of proxy circular relating to any annual or special meeting Directors Election Meeting (or submit to shareholders Company Shareholders by written consent consent, if applicable) each person individual designated as a Director Nominee of such Shareholder Groupunder Section 2.2 in accordance with this Section 2.5; (b) solicit proxies from shareholders recommend (and reflect such recommendation in any management information circular relating to any Directors Election Meeting or in any written consent submitted to Company Shareholders for the purpose of electing Directors of the Corporation Company) that the Company Shareholders vote to elect such Director Nominee(s) as a Director for a term of office expiring at the closing of the subsequent annual meeting of the Company Shareholders; (c) use commercially reasonable efforts to solicit and obtain proxies in favour of and otherwise support the election of such Nominee(s) at the Nominees of such Shareholder Group applicable Directors Election Meeting, each in a manner no less favourable than the manner in which the Corporation Company supports other nominees its own Nominees for election at any such meetingthe applicable Directors Election Meeting; and (cd) take all steps which may be reasonably necessary or appropriate to recognize, enforce and comply with the rights of any Party the BAT Group Permitted Holders under this Article 3 (Governance Matters). (4) Each Shareholder Group shall vote or cause to be voted all Shares that it holds, directly or indirectly, or over which it exercises control or direction, in favor of any Nominee designated by the other Shareholder Group at any Director Election Meeting, pursuant to the terms and subject to the conditions of Article 3 (Governance Matters). (5) Notwithstanding anything in this Agreement to the contrary: (a) a failure by TELUS to nominate any and all TELUS Nominees that it is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of TELUS to nominate such TELUS Nominees at any time in the future2; and (be) a failure by Baring subject to nominate compliance with applicable Law and stock exchange requirements, not take, authorize or approve any and all Baring Nominees action, including the adoption of any amendments to any of its Constating Documents, that it is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of Baring to nominate such Baring Nominees at any time would or would reasonably be expected to, individually or in the futureaggregate, eliminate, limit or otherwise frustrate in any way the rights of the BAT Group Permitted Holders under this Article 2.

Nomination Procedures. (1) The Corporation shall timely notify each Shareholder Group having a right to designate one or more Nominee under Section 3.2(1) 3.2 of its intention to hold any Director Election Meeting and, in any event, at least 60 Business Days prior to 45 days before the date of on which the Board approves the proxy circular relating to such Director Election Meeting, which date shall be specified in such notice. (2) Each Shareholder Group having a right to designate one or more Nominee Nominees under Section 3.2(1) 3.2 may timely notify the Corporation of its designated Nominee(s) at any time but no less than 35 Business Days prior least 15 days before the date on which the Board approves the proxy circular relating to the date of any Director Election Meeting. If, prior to the Director Election Meeting, the Nominee of a Shareholder Group is unable or unwilling to serve as a Director, then such Shareholder Group will be entitled to designate a replacement NomineeNominee as soon as reasonably practicable, except where such Shareholder Group would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 3.2(1)3.2. (3) For so long as a Shareholder Group has the right to designate one or more Nominees under Section 3.2(1)3.2, the Corporation shall: (a) nominate for election and include in any management information circular, proxy statement and form of proxy relating to any annual or special meeting a Director Election Meeting (or submit to the shareholders of the Corporation by written consent if applicable) each person individual designated as Nominee of such Shareholder Group; (b) solicit proxies from the shareholders of the Corporation in favour of the election of the Nominees of such Shareholder Group in a manner no less favourable favorable than the manner in which the Corporation supports solicits proxies in favour of the election of other nominees for election Nominees at any such meetingmeting; and (c) take all steps which may be necessary or appropriate to recognize, enforce and comply with the rights of any Party Shareholder Group under Article 3 (Governance Matters). (4) Each Shareholder Group shall vote or cause to be voted all Shares that it holds, directly or indirectly, or over which it exercises control or direction, in favor of any Nominee designated by the other Shareholder Group at any Director Election Meeting, pursuant to the terms and subject to the conditions of Article 3 (Governance Matters). (5) Notwithstanding anything in this Agreement to the contrary: (a) , a failure by TELUS any Shareholder Group to nominate designate any and all TELUS Nominees Nominee that it is entitled to nominate designate pursuant to Section 3.2(1) 3.2 at any time shall not restrict the ability of TELUS such Shareholder Group to nominate such TELUS Nominees at any time in (a) designate a Nominee to be appointed by the future; and Board pursuant to Section 3.4(1), or (b) a failure by Baring to nominate designate any and all Baring Nominees Nominee that it is entitled to nominate designate pursuant to Section 3.2(1) 3.2 at any time shall not restrict the ability of Baring to nominate such Baring Nominees at any time in the futurefuture Director Election Meeting.

Nomination Procedures. (1) The Corporation Company shall notify each Shareholder the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominee under Section 3.2(1) of its intention to hold any Director Election Meeting at least 60 Business Days prior to the date of such Director Election Meeting. (2) Each Shareholder Group having a right to designate one or more Nominee under Section 3.2(1) may notify the Corporation of its designated Nominee(s) at any time but no less than 35 Business Days prior to the date of any Director Election Meeting. If, prior to the Director Election Meeting, the Nominee of a Shareholder Group is unable or unwilling to serve as a Director, then such Shareholder Group will be entitled to designate a replacement Nominee, except where such Shareholder Group would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 3.2(1). (3) For so long as a Shareholder Group has the right to designate one or more Nominees under Section 3.2(12.2) of any Directors Election Meeting at least 60 days prior to the date of such Directors Election Meeting. (2) At least 45 days, and no more than 75 days, before each Directors Election Meeting, the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominees) will deliver to the Company (c/o the Governance and Nomination Committee) in writing the name of its respective Nominee(s) together with the information regarding such Nominee(s) (including the number of Shares beneficially owned or controlled by such Nominee) that the Company is required by the Act and Securities Laws to include in a management information circular of the Company to be sent to Company Shareholders in respect of such Directors Election Meeting, and such other information, including a biography of such Nominee(s), that is consistent with the Corporation information the Company intends to publish about Nominees as Directors of the Company in such management information circular (the "Nomination Letter"). (3) If the BAT Group Representative (on behalf of the BAT Group Permitted Holders) fails to deliver the Nomination Letter to the Company at least 45 days before the Directors Election Meeting, the BAT Group Representative shall be deemed to have designated the same BAT Director Nominee that serves (or each of the same BAT Director Nominees that serve) as a Director of the Company at such time, subject to such individual(s) satisfying the Conditions for re-election to the Board. (4) Notwithstanding anything to the contrary in this Agreement, each BAT Director Nominee shall, at all times while serving on the Board, meet the qualification requirements to serve as a Director under the Act, Securities Laws and the Constating Documents (collectively, the "Conditions"). No BAT Director Nominee may be an individual who: (a) has been convicted of a felony or a crime involving moral turpitude; or (b) is not acceptable to the TSX, the NASDAQ, any of the Securities Regulators or the Company (acting reasonably). (5) The BAT Director Nominee(s) shall be nominated by or at the direction of the Board or an authorized officer of the Company, including pursuant to a notice of meeting, to stand for election to the Board at the Directors Election Meeting and the Company shall solicit proxies from the holders of Shares in respect thereof, which solicitation obligation will be satisfied by delivery of a form of proxy to the holders of Shares following standard procedures and, where applicable, consistent with past practice. (6) The Company shall: (a) nominate for election and include in any management information circular, proxy statement and form of proxy circular relating to any annual or special meeting Directors Election Meeting (or submit to shareholders Company Shareholders by written consent consent, if applicable) each person individual designated as a BAT Director Nominee of such Shareholder Groupunder Section 2.2 in accordance with Section 2.4; (b) solicit proxies from shareholders recommend (and reflect such recommendation in any management information circular relating to any Directors Election Meeting or in any written consent submitted to Company Shareholders for the purpose of electing Directors of the Corporation Company) that the Company Shareholders vote to elect such BAT Director Nominee(s) as a Director for a term of office expiring at the closing of the subsequent annual meeting of the Company Shareholders; (c) solicit, obtain proxies in favour of and otherwise support the election of such Nominee(s) at the Nominees of such Shareholder Group applicable Directors Election Meeting, each in a manner no less favourable than the manner in which the Corporation Company supports other nominees its own Nominees for election at any such meetingthe applicable Directors Election Meeting; and (cd) take all steps which may be necessary or appropriate to recognize, enforce and comply with the rights of the BAT Group Permitted Holders under this Article 2; and (e) not take, authorize or approve any Party action, including the adoption of any amendments to any of its Constating Documents, that would or would reasonably be expected to, individually or in the aggregate, eliminate, limit or otherwise frustrate in any way the rights of the BAT Group Permitted Holders under this Article 3 (Governance Matters)2. (47) Each Shareholder Group For greater certainty, any BAT Director Nominee that receives a number of proxy votes withheld that is greater than the votes for such BAT Director Nominee, shall vote submit his or cause her resignation to be voted all Shares that it holds, directly or indirectly, or over which it exercises control or direction, in favor of any Nominee designated by the other Shareholder Group at any Director Board promptly following the applicable Directors Election Meeting, Meeting pursuant to the terms and subject to the conditions of Article 3 (Governance Matters)Company's majority voting policy. (5) Notwithstanding anything in this Agreement to the contrary: (a) a failure by TELUS to nominate any and all TELUS Nominees that it is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of TELUS to nominate such TELUS Nominees at any time in the future; and (b) a failure by Baring to nominate any and all Baring Nominees that it is entitled to nominate pursuant to Section 3.2(1) at any time shall not restrict the ability of Baring to nominate such Baring Nominees at any time in the future.