Common use of Nomination Procedures Clause in Contracts

Nomination Procedures. (1) The Company shall notify the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominees under Section 2.2) 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 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 relating to any Directors Election Meeting (or submit to Company Shareholders by written consent, if applicable) each individual designated as a BAT Director Nominee under Section 2.2 in accordance with Section 2.4; (b) 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 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 applicable Directors Election Meeting, each in a manner no less favourable than the manner in which the Company supports its own Nominees for election at the applicable Directors Election Meeting; (d) 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 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 2.

Nomination Procedures. (1) The Company Corporation shall notify the BAT each Shareholder 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 2.2) 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 Meeting3.2(1), 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 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 Corporation shall: (a) nominate for election and include in any management information circular circular, proxy statement and form of proxy relating to any Directors Election Meeting annual or special meeting (or submit to Company Shareholders shareholders by written consent, consent if applicable) each individual person designated as a BAT Director Nominee under Section 2.2 in accordance with Section 2.4of such Shareholder Group; (b) 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 solicit proxies from shareholders of the 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 Corporation in favour of and otherwise support the election of the Nominees of such Nominee(s) at the applicable Directors Election Meeting, each Shareholder Group in a manner no less favourable than the manner in which the Company Corporation supports its own Nominees other nominees for election at the applicable Directors Election Meetingany such meeting; and (dc) 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 BAT other Shareholder Group Permitted Holders under at any Director Election Meeting, pursuant to the terms and subject to the conditions of Article 3 (Governance Matters). (5) Notwithstanding anything in this Article 2Agreement 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 (eb) 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 take, authorize or approve restrict the ability of Baring to nominate such Baring Nominees at any action, including the adoption of any amendments to any of its Constating Documents, that would or would reasonably be expected to, individually or time in the aggregate, eliminate, limit or otherwise frustrate in any way the rights of the BAT Group Permitted Holders under this Article 2future.

Nomination Procedures. (1) The Company shall notify the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominees under Section 2.2) 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 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 relating to any Directors Election Meeting (or submit to Company Shareholders by written consent, if applicable) each individual designated as a BAT Director Nominee under Section 2.2 in accordance with Section 2.4; (b) 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 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 applicable Directors Election Meeting, each in a manner no less favourable than the manner in which the Company supports its own Nominees for election at the applicable Directors Election Meeting; (d) 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 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 2.

Nomination Procedures. (1) The Company shall notify the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominees under Section 2.22.3) 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 Governance, Nominating Corporate Governance and Sustainability 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 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 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 BoardBoard 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 BAT 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 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 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, any other securities exchange on which the NASDAQCommon Shares are listed, any of the Canadian Securities Regulators 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 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 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 relating to any Directors Election Meeting (or submit to Company Shareholders by written consent, if applicable) each individual designated as a BAT Director Nominee under Section 2.2 in accordance with this Section 2.42.5; (b) 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 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, use commercially reasonable efforts to solicit and obtain proxies in favour of and otherwise support the election of such Nominee(s) at the applicable Directors Election Meeting, each in a manner no less favourable than the manner in which the Company supports its own Nominees for election at the applicable Directors Election Meeting; (d) take all steps which may be reasonably necessary or appropriate to recognize, enforce and comply with the rights of the BAT Group Permitted Holders under this Article 2; and (e) subject to compliance with applicable Law and stock exchange requirements, not take, authorize or approve any 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 2.

Nomination Procedures. (1) The Company shall notify the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominees under Section 2.2) 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 Governance and Sustainability 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 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 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 relating to any Directors Election Meeting (or submit to Company Shareholders by written consent, if applicable) each individual designated as a BAT Director Nominee under Section 2.2 in accordance with Section 2.4; (b) 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 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 applicable Directors Election Meeting, each in a manner no less favourable than the manner in which the Company supports its own Nominees for election at the applicable Directors Election Meeting; (d) 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 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 2. (7) 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 submit his or her resignation to the Board promptly following the applicable Directors Election Meeting pursuant to the Company's majority voting policy.

Nomination Procedures. (1) The Company shall notify the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominees under Section 2.2) 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 Governance and Sustainability 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 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 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 relating to any Directors Election Meeting (or submit to Company Shareholders by written consent, if applicable) each individual designated as a BAT Director Nominee under Section 2.2 in accordance with Section 2.4; (b) 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 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 applicable Directors Election Meeting, each in a manner no less favourable than the manner in which the Company supports its own Nominees for election at the applicable Directors Election Meeting; (d) 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 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 2. (7) 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 submit his or her resignation to the Board promptly following the applicable Directors Election Meeting pursuant to the Company’s majority voting policy.

Nomination Procedures. (1) The Company Corporation shall notify the BAT TELUS Group Representative of its intention to hold any Director Election Meeting at least 60 Business Days prior to the date of such Director Election Meeting. (on behalf 2) 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, a Nominee of the BAT TELUS Group Permitted Holders having is unable or unwilling to serve as a Director, then the TELUS Group will be entitled to designate a replacement Nominee, except where 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 the TELUS Group has the right to designate one or more Nominees under Section 2.2) 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 Meeting3.2(1), 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 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 Corporation shall: (a) nominate for election and include in any management information circular circular, proxy statement and form of proxy relating to any Directors Election Meeting annual or special meeting (or submit to Company Shareholders shareholders by written consent, consent if applicable) each individual person designated as a BAT Director Nominee under Section 2.2 in accordance with Section 2.4of the TELUS Group; (b) 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 solicit proxies from shareholders of the 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 Corporation in favour of and otherwise support the election of such Nominee(s) at the applicable Directors Election Meeting, each Nominees of the TELUS Group in a manner no less favourable than the manner in which the Company Corporation supports its own Nominees other nominees for election at the applicable Directors Election Meetingany such meeting; and (dc) take all steps which may be necessary or appropriate to recognize, enforce and comply with the rights of the BAT any Party under Article 3 (Governance Matters). (4) Each Shareholder Group Permitted Holders under this Article 2; and (e) not takeshall vote or cause to be voted all Shares that it holds, authorize directly or approve any actionindirectly, including the adoption or over which it exercises control or direction, in favor of any amendments Nominee designated by the 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 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 its Constating Documents, that would or would reasonably be expected to, individually or TELUS to nominate such TELUS Nominees at any time in the aggregate, eliminate, limit or otherwise frustrate in any way the rights of the BAT Group Permitted Holders under this Article 2future.

Nomination Procedures. (1a) The Company shall notify the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominees under Section 2.2) 9477179 of any Directors Director Election Meeting called or proposed to be called by the Company at least 60 days 45 Business Days prior to the date of such Directors Director Election Meeting. (2b) At least 45 days, and no more than 75 days, before each Directors Election Meeting, 9477179 may notify the BAT Group Representative (on behalf Company of its designated Nominee(s) at any time following receipt 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 notice provided 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 information the Company intends to publish about Nominees as Directors of the Company in such management information circular (accordance with Section 4.3(a) but no less than 35 Business Days prior to the “Nomination Letter”). (3) If the BAT Group Representative (on behalf date of any Director Election Meeting. For purposes of the BAT Group Permitted Holders) fails Director Election Meeting to deliver the Nomination Letter to the Company at least 45 days before the Directors Election Meetingbe held in 2020, the BAT Group Representative 9477179 Initial Nominees shall be deemed to have be 9477179’s designated Nominees, and the same BAT Director Nominee that serves (or each Parties agree that, unless otherwise agreed to by a majority of the same BAT Directors who are not 9477179 Nominees, the individuals named in Section 4.1 shall be the Company’s nominees for any Director Nominees that serve) as a Director of the Company at such timeElection Meeting to be held in 2020. If, subject to such individual(s) satisfying the Conditions for re-election prior to the Board. (4) Notwithstanding anything to the contrary in this AgreementDirector Election Meeting, each BAT Director a Nominee shall, at all times while serving on the Board, meet the qualification requirements designated by 9477179 under Section 4.2 is unable or unwilling to serve as a Director under the ActDirector, applicable Laws and the Constating Documents (collectivelythen 9477179 will be entitled to designate a replacement Nominee, the “Conditions”). No BAT Director except where 9477179 would have otherwise ceased to be entitled to designate such Nominee may be an individual who: (a) has been convicted of a felony or a crime involving moral turpitude; or (b) is not acceptable pursuant to the TSX, the NASDAQ, any of the Securities Regulators or the Company (acting reasonably)Section 4.2. (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. (6c) The Company shall: shall (ai) nominate for election and include in any management information circular relating to any Directors Director Election Meeting (or submit to Company Shareholders shareholders by written consent, consent if applicable) each individual person designated as a BAT Director Nominee of 9477179 under Section 2.2 in accordance with Section 2.44.2; (bii) recommend (and reflect such recommendation in any management information circular relating to any Directors Director Election Meeting or in any written consent submitted to shareholders of the Company Shareholders for the purpose of electing Directors directors of the Company) that the shareholders of 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 Shareholdersshareholders of the Company; (ciii) solicit, obtain proxies in favour of and otherwise support the election of such Nominee(s) at the applicable Directors Director Election Meeting, each in a manner no less favourable than the manner in which the Company supports its own Nominees nominees for election at the applicable Directors Election Meeting; and (div) use commercially reasonable efforts to take all steps which may be necessary or appropriate to recognize, enforce and comply with the rights of the BAT Group Permitted Holders 9477179 under this Article 2; 4. (d) Except as set forth in this Article 4, the selection of Nominees other than the 9477179 Nominees designated pursuant to Section 4.2 (including when any designation right of 9477179 has not been exercised pursuant thereto), shall rest with the Board, or the Governance and (e) not take, authorize or approve any 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 Compensation Committee of the BAT Group Permitted Holders under this Article 2Board, if so determined by the Board.

Nomination Procedures. (1a) The Company shall notify For so long as the BAT Group Representative (on behalf of the BAT Group Permitted Holders having Shareholders have a right to designate one or more Nominees a Redecan Nominee under Section 2.2) 2.1, the Company shall notify such Parties of any Directors Director Election Meeting at least 60 days sixty (60) Business Days and not more than seventy-five (75) Business Days prior to the transmission of the management proxy circular to be prepared for a Director Election Meeting and in such notice the Company shall confirm the date of the planned meeting of the Board to approve the management proxy circular for such Directors Director Election Meeting. (2b) At least 45 days, and no more than 75 days, before each Directors Election Meeting, For so long as the BAT Group Representative (on behalf of the BAT Group Permitted Holders having Shareholders have a right to designate one a Redecan Nominee under Section 2.1, such Parties may notify the Company of their Redecan Nominee(s) at any time following receipt of the notice provided by the Company in accordance with Section 2.2(a), but no less than five (5) Business Days prior to the meeting of the Board to approve the management proxy circular for such Director Election Meeting. If, prior to the Director Election Meeting, a Redecan Nominee designated under Section 2.1 is unable or more Nomineesunwilling to serve as a Director, then the Shareholders will be entitled to designate a replacement provided that such designation is provided in advance of the issuance of any management information circular relating to any Director Election Meeting or any written consent submitted to shareholders of the Company for the purpose of electing Directors and except where such Party would have otherwise ceased to be entitled to designate such Nominee pursuant to Section 2.1. (c) will If the Shareholders fail to deliver notice to the Company (c/o the Governance, Nominating and Sustainability Committee) in writing the name of its respective Nominee(sdesignated Redecan Nominee at least five (5) together with Business Days prior to 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 meeting of the Company Board to approve the management proxy circular to be sent to Company Shareholders in respect of such Directors prepared for any Director Election Meeting, and such other information, including a biography of such Nominee(s), that is consistent with the 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 Parties shall be deemed to have designated the same BAT Director Redecan Nominee previously designated by them that serves (or each of the same BAT Director Nominees that serve) serve as a Director of the Company Redecan Directors 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. (6d) The Company shall: shall (ai) nominate for election and include in any management information circular relating to any Directors Director Election Meeting (or submit submitted to Company Shareholders shareholders by written consent, if applicable) each individual person designated as a BAT Director Redecan Nominee under Section 2.2 in accordance with Section 2.4; 2.1, (bii) recommend (and reflect such recommendation in any management information circular relating to any Directors Director Election Meeting or in any written consent submitted to shareholders of the Company Shareholders for the purpose of electing Directors of the CompanyDirectors) that the Company Shareholders shareholders vote to elect such BAT Director Nominee(s) Nominee as a Director for a term of office expiring at the closing of the subsequent annual meeting of the Company Shareholders; shareholders, (ciii) use Commercially Reasonable Efforts to solicit, obtain proxies in favour of and otherwise support the election of such Nominee(s) Nominee at the applicable Directors Director Election Meeting, each in a manner no less favourable than the manner in which the Company supports its own Nominees for election at the applicable Directors Election Meeting; , and (div) 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 the BAT Group Permitted Holders under this Article 2; and (e) not take, authorize or approve any 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 Shareholders under this Article 2. (e) Subject to compliance by the Company with its obligations in Section 2.2(d), during the Standstill Period, the Shareholders shall, with respect to any of the Shares they then own, neither withhold their vote nor, to the extent then permitted or feasible under applicable Law, vote any of the Shares they then own against, the election of the Nominees listed in each of the Company’s proxy circulars. (f) The selection of Nominees, other than the Redecan Nominees designated or deemed designated pursuant to this Article 2, shall rest with the Board, or any committee determined by the Board.

Nomination Procedures. (1) The Company shall notify the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominees under Section 2.2) 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 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 "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 relating to any Directors Election Meeting (or submit to Company Shareholders by written consent, if applicable) each individual designated as a BAT Director Nominee under Section 2.2 in accordance with Section 2.4; (b) 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 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 applicable Directors Election Meeting, each in a manner no less favourable than the manner in which the Company supports its own Nominees for election at the applicable Directors Election Meeting; (d) 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 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 2.