Shaw Communications (SJR) 40-F 2017 FY Annual report (Canada)

Exhibit 3

TABLE OF CONTENTS

CORPORATE STRUCTURE			1
DESCRIPTION OF THE BUSINESS			2
CAPITAL STRUCTURE, DIVIDENDS AND RELATED MATTERS			6
	1.	Description of Capital Structure	6
	2.	Dividends	12
	3.	Ratings	13
	4.	Market for Securities	14
DIRECTORS AND OFFICERS			15
	1.	Directors	15
	2.	Board Committee Members	16
	3.	Executive Officers	16
	4.	Shareholdings of Directors and Executive Officers	17
	5.	Conflicts of Interest	17
	6.	Cease Trade Orders, Bankruptcies, Penalties or Sanctions	17
AUDIT COMMITTEE			18
	1.	Audit Committee Charter	18
	2.	Audit Committee Composition, Education and Experience	18
	3.	Audit Fees	19
LEGAL PROCEEDINGS AND REGULATORY ACTIONS			19
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS			20
REGISTRAR AND TRANSFER AGENT			20
INTERESTS OF EXPERTS			20
ADDITIONAL INFORMATION			20
CAUTION CONCERNING FORWARD LOOKING STATEMENTS			20
MATERIAL CONTRACTS			22
SCHEDULE A – AUDIT COMMITTEE CHARTER			A-1

CORPORATE STRUCTURE

Shaw Communications Inc. (“Shaw” or the “Company”) is an enhanced connectivity provider. Our Consumer division provides customers with broadband Internet, Shaw Go WiFi, video, and digital phone. Our Wireless division provides wireless voice and data services through an expanding and improving mobile wireless network infrastructure. The Business Network Services division provides business customers with Internet, data, WiFi, telephony, and video.

The Company was incorporated under the laws of the Province of Alberta on December 9, 1966 under the name Capital Cable Television Co. Ltd. and was subsequently continued under theBusiness Corporations Act (Alberta) on March 1, 1984 under the name Shaw Cablesystems Ltd. Its name was changed to Shaw Communications Inc. on May 12, 1993. Shaw was reorganized pursuant to a plan of arrangement under theBusiness Corporations Act (Alberta) effective September 1, 1999, and amended its articles on January 28, 2004 to limit the number of Class A Voting Participating Shares that may be issued and on May 26, 2011 to create the Series A Shares and Series B Shares (each as hereinafter defined). See “Capital Structure, Dividends and Related Matters – Description of Capital Structure”.

The head and registered office of the Company is located at Suite 900, 630 – 3rd Avenue S.W., Calgary, Alberta, Canada T2P 4L4, telephone(403) 750-4500.

The following table lists certain subsidiaries and entities owned or controlled by Shaw, their jurisdictions of incorporation or organization and the nature of their operations. All of such entities are wholly-owned, directly or indirectly, by Shaw.

Entity(1)(3)	Jurisdiction	Nature of Operations
Shaw Cablesystems Limited	Alberta	Television Distribution Services
Shaw Cablesystems G.P.	Alberta	Television Distribution and Internet Services
Shaw Cablesystems (VCI) Ltd.	Alberta	Television Distribution Services
Shaw Envision Inc.	Alberta	Telecommunications Services
Shaw Telecom Inc.	Alberta	Telecommunications Services
Shaw Telecom G.P.	Alberta	Telecommunications Services
Shaw Satellite Services Inc.	Federal	Satellite Services
Star Choice Television Network Incorporated	Federal	Satellite Services
Shaw Satellite G.P.	Alberta	Satellite Services
Freedom Mobile Inc. (2)	Alberta	Wireless Services

Notes:

(1) The above table lists subsidiaries of Shaw in accordance with the Canadian Securities Administrators National Instrument51-102 – Continuous Disclosure Obligations (“NI51-102”) as well as certain other entities owned or controlled, directly or indirectly, by Shaw.

(2) On November 21, 2016 WIND Mobile Corp. was renamed to Freedom Mobile Inc.

(3) On August 1, 2017, Shaw sold 100% of its equity interest in Shaw U.S. Holdings Inc. and its wholly owned subsidiary, ViaWest, Inc. to GI Partners’ portfolio company Peak 10 Holding Company.

Unless the context otherwise indicates, a reference to “Shaw” or the “Company” in this Annual Information Form means Shaw Communications Inc. and its subsidiaries and other entities owned or controlled, directly or indirectly, by Shaw Communications Inc.

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GENERAL DEVELOPMENT AND DESCRIPTION OF THE BUSINESS

To comply with the requirements of Item 4.1 of Form51-102F1 of NI51-102, Shaw’s three-year history is set out below:

Fiscal 2017 Developments

Significant acquisitions, financings and other items:

Sale of ViaWest, Inc. and its subsidiaries

• On August 1, 2017, the Company sold 100% of its wholly-owned subsidiary ViaWest, Inc. and its subsidiaries (collectively, “ViaWest”) for approximately US$1.675 billion in cash, which represents an attractive return on the Company’s original investment in fiscal 2015 of approximately US$1.2 billion.

Acquisition of 700 MHz and 2500 MHz wireless spectrum licences from Quebecor Media Inc. (“Quebecor”)

• The Company enhanced its wireless network capabilities through the acquisition of wireless spectrum licences from Quebecor on July 24, 2017 for $430 million. The acquired spectrum licences comprise 10 MHz licences of 700 MHz spectrum in each of British Columbia, Alberta and Southern Ontario, as well as the 20 MHz licences of the 2500 MHz spectrum in each of Vancouver, Edmonton, Calgary and Toronto.

Financing activity

• On December 15, 2016, the Company extended the term of its five-year $1.5 billion bank credit facility from December 2019 to December 2021. This credit facility is used for working capital and general corporate purposes.

• The Company conducted a number of capital market activities, including:

• the extension of its dividend reinvestment plan in respect of its Class A Participating Shares and Class BNon-Voting Participating Shares to eligible shareholders who are residents of the United States;

• the issuance of 3.80% $300 million senior unsecured notes due March 1, 2027;

• the repayment of $400 million senior unsecured notes due March 2, 2017; and

• the repayment of US$846 million in borrowings under the Company’s and ViaWest’s credit facilities related to the sale of ViaWest.

Other items

• shomi, theover-the-top streaming platform that launched as a joint venture of Shaw and Rogers Communications Inc. (“Rogers”) in fiscal 2015 was wound down with its operations and service ending on November 30, 2016. As a result, Shaw incurred investment losses of $82 million in fiscal 2017 relating to shomi’s liabilities in connection with the wind down of the shomi joint venture.

• The Company launched the market leading, BlueSky TV which is based on the Comcast Corporation (“Comcast”) X1 video platform.

• BlueSky TV was launched in phases, with the initial launch in Calgary followed by the Vancouver launch in February and the national launch in April.

• On June 1, 2017, the Company announced that it entered into an agreement to sell a group of assets comprising the operations of Shaw Tracking, a fleet tracking operation, to Omnitracs LLC for proceeds of approximately US$20 million. The transaction closed on September 15, 2017.

• We continue to improve our network performance with the rollout of Freedom Mobile’sLTE-Advanced network to all our existing markets, on schedule and on budget, as of the end of fiscal 2017.

• Freedom Mobile’s handset lineup has continued to expand in fiscal 2017, currently with a total of 14 handsets that are compatible with itsAWS-3 LTE network, including Apple, LG, Samsung, Sony and ZTE.

• In fiscal 2017, the Company began to deploy our newest generation of cable modem termination system equipment referred to as the Converged Cable Access Platform (“CCAP”) into our serving hubs. CCAP significantly enhances the capabilities of our cable network and enables Shaw to leverage the next

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generation of cable access technology known as Data Over Cable Interface Specification version 3.1 (“DOCSIS 3.1”). DOCSIS 3.1 represents the latest development in a set of technologies that increase the capability of a hybrid fibre-coax network to transmit data both to and from customer premises. As of August 31, 2017, DOCSIS 3.1 ready CCAP infrastructure was running in Shaw’s major systems. All remaining systems are expected to be running DOCSIS 3.1 CCAP ready infrastructure by the end of fiscal 2018.

• The Company continued to expand its Shaw Go WiFibuild-out. As at August 31, 2017, the Company had approximately 100,000 Shaw Go WiFi access points installed and operating throughout the network and over 3.3 million devices using Shaw Go WiFi. Moreover, the Company has leveraged its Wi-Fi access points to improve network coverage for Freedom Mobile customers which represents an important step in our converged network strategy.

Fiscal 2016 Developments

Significant acquisitions, financings and other items:

ViaWest acquisition of INetU, Inc.

• On December 15, 2015, ViaWest closed the acquisition of 100% of the shares of INetU, Inc. (“INetU”) for US$162 million which was funded through a combination of borrowings under ViaWest’s and the Company’s revolving credit facilities as well as incremental term loan proceeds under ViaWest’s credit facility.

• INetU was a solutions provider of public, private and hybrid cloud environments offering managed security and compliance services. The acquisition of INetU allowed ViaWest to add new services to its cloud and managed offerings, and expanded its geographical footprint with eastern U.S. and European cloud locations.

Acquisition ofMid-Bowline Group Corp and its wholly owned subsidiary WIND Mobile Corp.

• On March 1, 2016, the Company completed the acquisition of 100% of the shares ofMid-Bowline Group Corp. and its wholly owned subsidiary WIND Mobile Corp. for an enterprise value of $1.6 billion which was funded through a combination of cash on hand, a drawdown of $1.3 billion on the Company’s credit facilities and the issuance of 2,866,384 Class BNon-Voting Participating Shares.

• The fair value of purchase consideration consisted of $1.59 billion in cash and $68 million in shares. The acquisition of WIND Mobile led to the creation of our Wireless division.

• The addition of wireless enables Shaw to combine the power of fibre, coax,Wi-Fi and wireless networks to deliver a seamless experience of anytime and anywhere enhanced connectivity within our operating footprint.

Sale of Shaw Media Inc.

• On April 1, 2016, the Company entered into an agreement with Corus Entertainment Inc. (“Corus”), a related party subject to common voting control, to sell 100% of its wholly owned subsidiary Shaw Media Inc. for a purchase price of approximately $2.65 billion, comprised of $1.85 billion of cash and 71,364,853 Corus Class Bnon-voting participating shares. As a result of the transaction, and including the impact of Corus’ prospectus and private placement financings, as at August 31, 2016, Shaw owned approximately 38% of Corus’ total issued equity of Corus.

• Through holding of the shares in Corus, the Company will effectively retain an indirect,non-controlling interest in the former Media division subsequent to the sale, but the Company will no longer have control over the Media division.

• The Company participated in Corus’ dividend reinvestment program for its initial investment in Corus Class B non-voting participating shares until September 1, 2017.

Financing activity

• In February 2016, the Company elected to increase the borrowing capacity of its five-year bank credit facility by $500 million to a total of $1.5 billion under the terms of the amended facility. Funds are

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available to the Company in both Canadian and US dollars. Interest rates fluctuate with Canadian prime and bankers’ acceptance rates, US bank base rates and LIBOR rates.

• In March 2016, ViaWest entered into an incremental US$80 million term loan and increased the borrowing capacity available on its revolving facility by US$35 million. The incremental term loan has quarterly principal repayments that commenced in May 2016 with the balance due on maturity in March 2022. Interest rates fluctuate with LIBOR, US prime and US Federal Funds rates and the facilities are secured by a first priority security interest in specific assets pursuant to the terms of the Security Agreement

• In connection with the acquisition of Freedom Mobile (formerly, WIND Mobile) on March 1, 2016, the Company drew down $1.3 billion on its credit facility comprised of a $1.0 billionnon-revolving credit facility with a syndicate of lenders that was entered into on March 1, 2016 along with $300 million drawn on the Company’s existing credit facility. These amounts were repaid on April 1, 2016 using the cash proceeds received from the Shaw Media disposition.

• The Company conducted a number of capital market activities, including:

• On February 1, 2016, the Company repaid $300 million floating rate senior notes.

• On February 19, 2016, the Company issued $300 million senior notes at a rate of 3.15% due February 19, 2021.

• On May 9, 2016, the Company repaid $300 million 6.15% senior notes.

Other items:

• The Company had a 50% interest in shomi, a joint venture arrangement with Rogers, a subscriptionvideo-on-demand service that launched in November 2014. Subsequent to the year end, shomi announced its decision to wind down its operations with service ending November 30, 2016.

• In fiscal 2016, the Company underwent a restructuring following a set of significant asset realignment initiatives, including the acquisition of Freedom Mobile (formerly, WIND Mobile) and divestiture of Shaw Media affecting approximately 200 employees of which $23 million of restructuring costs were recorded relating primarily to severance and employee related costs.

• In January 2016, Shaw launched FreeRange TV, a mobile destination for its Video customers that combined their TV and content subscriptions in one place, and provideson-the-go access to live and on demand content.

• The Company continued to expand its Business Network Services offering, including the successful expansion of its smart suite of products to include Smart Security in addition to SmartWiFi and SmartVoice.

• The Business Infrastructure Services division expanded its hybrid IT service offerings with the opening of the data centre in Plano, Texas – bringing the total to 30 data centres.

• The CRTC’s “Let’s Talk TV” initiative resulted in a new policy framework requiring Shaw to offer a $25 entry-level service offering (basic service) and all discretionary services (not offered on the basic service) either on a standalone basis or in packages of up to 10 programming services by March 2016. In addition, the Company was required to offer these services both on a standalone basis and in packages of up to ten programming services by December 1, 2016.

• In March 2016, the Company introduced a new small basic service called “Limited TV” and revised its offerings to include small, medium and large theme packs starting at $6 per theme pack.

• In November 15, 2016, the Shaw launched “pick and pay” which allows customers to subscribe for a primary package (including Limited TV), select theme packs andadd-on individual channels on a channel by channel basis.

• The Company continued to expand its Shaw Go WiFibuild-out. As at August 31, 2016, the Company had approximately 85,000 Shaw Go WiFi access points installed and operating throughout the network and over 2.6 million devices using Shaw Go WiFi.

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Fiscal 2015 Developments

Significant acquisitions, financings and other items:

Acquisition of ViaWest

• On September 2, 2014, the Company closed the acquisition of 100% of the shares of ViaWest for an enterprise value of US$1.2 billion which was funded through a combination of cash on hand, assumption of ViaWest debt and a drawdown of US $330 million on the Company’s credit facility.

• The Business Infrastructure Services division expanded its hybrid IT service offering with the opening of data centres in Portland and Calgary – bringing the total to 29 data centres.

Other items of significance

• In April 2014 the Company announced changes to the structure of its operating divisions to improve overall efficiency while enhancing its ability to grow as the leading network and content experience company. Commencing in fiscal 2015, Shaw’s residential and enterprise services were reorganized into new Consumer and Business units, respectively. The organization structure realignment efforts included the following initiatives:

• Adapting its customer care operations into centres of expertise in order to improve theend-to-end customer service experience;

• Restructuring certain functions within the Business Network Services division to improve customer service and performance; and

• Organizational changes in the former Media division to transition from a traditional broadcaster to a broader focus media organization.

• In 2015, the Company recorded $52 million in respect of continued restructuring, primarily related to severance and employee related costs, which impacted approximately 1,700 employees.

• During fiscal 2015, the Company entered into a joint venture arrangement with Rogers to form shomi, a subscriptionvideo-on-demand service. The service was launched in early November 2014.

• During 2013, the Company granted Rogers an option to acquire its wireless spectrum licenses. The exercise of the option and the sale of the wireless spectrum licenses were subject to various regulatory approvals and therefore, the licenses were not classified as held for sale. During fiscal 2015, the regulatory reviews concluded at which time Rogers exercised its option and the transfer was completed. The Company had previously received $50 million in respect of the purchase price of the option to acquire wireless spectrum licenses and a $200 million deposit in respect of the option exercise price. The Company received an additional $100 million when the transaction completed and recorded a gain of $158 million.

• During 2013, the Company established a notional fund, the accelerated capital fund, of up to $500 million with proceeds received, and to be received, from strategic transactions. Accelerated capital initiatives were funded through this fund and not cash generated from operations. Key investments included the Calgary data centres, further digitization of the network and additional bandwidth upgrades, development of IP delivery of video, expansion of theWi-Fi network, and additional innovative product offerings related to Shaw Go WiFi and other applications to provide an enhanced customer experience. Approximately $110 million was invested in fiscal 2013, $240 million in fiscal 2014, and $150 million in fiscal 2015. The accelerated capital fund was closed in fiscal 2015.

• In June 2015, Shaw announced that it had partnered with Comcast to make its market-leading X1 video platform available to our customers. The X1 video platform offers a seamless viewing experience across multiple screens and devices both in and out of the home.

• The Company continued to expand its Business Network Services offering, including the successful launch of a new phone product, “Smart Voice”, which provides a unified communications solution to small businesses that has typically been reserved for large scale organizations, and “Managed Hotel WiFi” using proven Cisco technology to provide a cloud basedWi-Fi product that is a fully managed solution for the hospitality market.

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• Shaw also continued to invest in and build awareness of Shaw Go WiFi and as at August 31, 2015 had approximately 75,000 access points and 2 million devices using the network.

To comply with the other requirements of Item 4.1 (General Development of the Business) and Items 4.2 (Significant Acquisitions), 5.1 (Description of the Business) and 5.2 (Risk Factors) of Form51-102F2 ofNI-51-102, the sections titled “About Our Business” and “Known Events, Trends, Risks and Uncertainties” in the Company’s Management’s Discussion and Analysis for the year ended August 31, 2017 (the “2017 Annual MD&A”) are incorporated by reference herein. The 2017 Annual MD&A, is available through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) which may be accessed atwww.sedar.com.

CAPITAL STRUCTURE, DIVIDENDS AND RELATED MATTERS

1. Description of Capital Structure

(a) General

The authorized share capital of the Company consists of a limited number of Class A Participating Shares (the “Class A Shares”), which are voting, as described below; an unlimited number of Class BNon-Voting Participating Shares (the “Class B Non-Voting Shares”); an unlimited number of Class 1 Preferred Shares (the “Class 1 Preferred Shares”) issuable in series; and an unlimited number of Class 2 Preferred Shares (the “Class 2 Preferred Shares”) issuable in series, of which 12,000,000 were designated Cumulative Redeemable Rate Reset Class 2 Preferred Shares, Series A (the “Series A Shares”) and 12,000,000 were designated Cumulative Redeemable Floating Rate Class 2 Preferred Shares, Series B (the “Series B Shares”). As at August 31, 2017, there were 22,420,064Class A Shares, 474,350,861Class BNon-Voting Shares, 10,012,393Series A Shares, and 1,987,607Series B Shares issued and outstanding.

(b) Class A Shares and Class BNon-Voting Shares

(i) Authorized Number of Class A Shares

The authorized number of Class A Shares is limited to the lesser of that number of such shares (i) that are currently issued and outstanding; and (ii) that may be outstanding after any conversion of Class A Shares into Class BNon-Voting Shares (subject to certain conversion rights as described below under the heading “Conversion Privileges”).

(ii) Voting Rights

The holders of Class A Shares are entitled to one vote per share at all meetings of shareholders. The holders of Class BNon-Voting Shares are entitled to receive notice of, to attend and to speak at all meetings of shareholders but are not entitled to vote thereat except as required by law and except upon any resolution to authorize the liquidation, dissolution andwinding-up of Shaw or the distribution of assets among the shareholders of Shaw for the purpose of winding up its affairs, in which event each holder of Class BNon-Voting Shares will be entitled to one vote per share.

(iii) Dividends

In general, subject to the rights of any preferred shares outstanding fromtime-to-time (such as the Series A Shares and Series B Shares), holders of Class A Shares and Class BNon-Voting Shares are entitled to receive such dividends as the Board of Directors of Shaw determines to declare on ashare-for-share basis, as and when any such dividends are declared or paid, except that, for each Dividend Period (as defined below), the aggregate of the dividends (other than stock dividends) declared and paid on each Class A Share shall be $0.0025 per share per annum less than the aggregate of the dividends declared and paid on each Class BNon-Voting Share, subject to proportionate adjustment in the event of any future consolidations or subdivisions of Class A Shares and Class BNon-Voting Shares and in the event of any issue of Class A Shares and Class BNon-Voting Shares by way of stock dividends. A “Dividend Period” is defined as the fiscal year of Shaw or such

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other period, not to exceed one year, in respect of which the directors of Shaw have announced a current policy to declare and pay, or set aside for payment, regular dividends on the Class A Shares and Class BNon-Voting Shares.

(iv) Rights on Liquidation

In the event of the liquidation, dissolution orwinding-up of Shaw or other distribution of assets of Shaw for the purpose of winding up its affairs, all property and assets of Shaw available for distribution to the holders of Class A Shares and Class BNon-Voting Shares will be paid or distributed equally,share-for-share, to the holders of Class A Shares and Class BNon-Voting Shares without preference or distinction.

(v) Conversion Privileges

Any holder of Class A Shares may, at any time or fromtime-to-time, convert any or all Class A Shares held by such holder into Class BNon-Voting Shares on the basis of one Class BNon-Voting Share for each Class A Share so converted.

Subject to certain exceptions described below, if an Exclusionary Offer is made, any holder of Class BNon-Voting Shares may, at any time or fromtime-to-time during a Conversion Period, convert any or all of the Class BNon-Voting Shares held by such holder into Class A Shares on the basis of one Class A Share for each Class BNon-Voting Share so converted. For the purpose of this paragraph, the following terms have the following meanings:

“Class A Offeror” means a person or company that makes an offer to purchase Class A Shares (the “bidder”), and includes any associate or affiliate of the bidder or any person or company that is disclosed in the offering document to be acting jointly or in concert with the bidder;

“Conversion Period” means the period of time commencing on the eighth day after the Offer Date and terminating on the Expiry Date;

“Exclusionary Offer” means an offer to purchase Class A Shares that:

(A) must, by reason of applicable securities legislation or the requirements of a stock exchange on which the Class A Shares are listed, be made to all or substantially all holders of Class A Shares who are residents of a province of Canada to which the requirement applies; and

(B) is not made concurrently with an offer to purchase Class BNon-Voting Shares that is identical to the offer to purchase Class A Shares in terms of price per share and percentage of outstanding shares to be taken up exclusive of shares owned immediately prior to the offer by the Class A Offeror, and in all other material respects (except with respect to the conditions that may be attached to the offer for Class A Shares), and that has no condition attached other than the right not to take up and pay for shares tendered if no shares are purchased pursuant to the offer for Class A Shares, and for the purposes of this definition if an offer to purchase Class A Shares is not an Exclusionary Offer as defined above but would be an Exclusionary Offer if it were not for thissub-clause (B), the varying of any term of such offer shall be deemed to constitute the making of a new offer unless an identical variation concurrently is made to the corresponding offer to purchase Class BNon-Voting Shares;

“Expiry Date” means the last date upon which holders of Class A Shares may accept an Exclusionary Offer;

“Offer Date” means the date on which an Exclusionary Offer is made; and

“Transfer Agent” means the transfer agent for the time being of the Class A Shares.

Subject to the exception below, the conversion right of a holder of Class BNon-Voting Shares shall not come into effect if:

(A) prior to the time at which the offer is made there is delivered to the Transfer Agent and to the Secretary of Shaw a certificate or certificates signed by or on behalf of one or more shareholders

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of Shaw owning in the aggregate, as at the time the Exclusionary Offer is made, more than 50% of the then outstanding Class A Shares, exclusive of shares owned immediately prior to the Exclusionary Offer by the Class A Offeror, which certificate or certificates shall confirm, in the case of each such shareholder, that such shareholder shall not:

(i) tender any shares in acceptance of any Exclusionary Offer without giving the Transfer Agent and the Secretary of Shaw written notice of such acceptance or intended acceptance at least seven days prior to the Expiry Date;

(ii) make any Exclusionary Offer;

(iii) act jointly or in concert with any person or company that makes any Exclusionary Offer; or

(iv) transfer any Class A Shares, directly or indirectly, during the time at which any Exclusionary Offer is outstanding without giving the Transfer Agent and the Secretary of Shaw written notice of such transfer or intended transfer at least seven days prior to the Expiry Date, which notice shall state, if known to the transferor, the names of the transferees and the number of Class A Shares transferred or to be transferred to each transferee; or

(B) as of the end of the seventh day after the Offer Date there has been delivered to the Transfer Agent and to the Secretary of Shaw a certificate or certificates signed by or on behalf of one or more shareholders of Shaw owning in the aggregate more than 50% of the then outstanding Class A Shares, exclusive of shares owned immediately prior to the Exclusionary Offer by the Class A Offeror, which certificate or certificates shall confirm, in the case of each such shareholder:

(i) the number of Class A Shares owned by the shareholder;

(ii) that such shareholder is not making the offer and is not an associate or affiliate of, or acting jointly or in concert with, the person or company making the offer;

(iii) that such shareholder shall not tender any shares in acceptance of the offer, including any varied form of the offer, without giving the Transfer Agent and the Secretary of Shaw written notice of such acceptance or intended acceptance at least seven days prior to the Expiry Date; and

(iv) that such shareholder shall not transfer any Class A Shares, directly or indirectly, prior to the Expiry Date without giving the Transfer Agent and the Secretary of Shaw written notice of such transfer or intended transfer at least seven days prior to the Expiry Date, which notice shall state, if known to the transferor, the names of the transferees and the number of Class A Shares transferred or to be transferred to each transferee; or

(C) as of the end of the seventh day after the Offer Date, a combination of certificates that comply with (A) and (B) from shareholders of Shaw owning in the aggregate more than 50% of the then outstanding Class A Shares, exclusive of shares owned immediately prior to the Exclusionary Offer by the Class A Offeror, has been delivered to the Transfer Agent and to the Secretary of Shaw.

If a notice referred to insub-clause (A)(i), (A)(iv), (B)(iii) or (B)(iv) is given and the conversion right has not come into effect, the Transfer Agent shall either forthwith upon receipt of the notice or forthwith after the seventh day following the Offer Date, whichever is later, determine the number of Class A Shares in respect of which there are subsisting certificates that comply with either clause (A) or (B). For the purpose of this determination, certificates in respect of which such a notice has been filed shall not be regarded as subsisting insofar as the Class A Shares to which the notice relates are concerned; the transfer that is the subject of any notice referred to insub-clause (A)(iv) or (B)(iv) shall be deemed to have already taken place at the time of the determination; and the transferee in the case of any notice referred to insub-clause (A)(iv) or (B)(iv) shall be

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deemed to be a person or company from whom the Transfer Agent does not have a subsisting certificate unless the Transfer Agent is advised of the identity of the transferee, either by such notice or by the transferee in writing, and such transferee is a person or company from whom the Transfer Agent has a subsisting certificate. If the number of Class A Shares so determined does not exceed 50% of the number of then outstanding Class A Shares, exclusive of shares owned immediately prior to the offer by the Offeror, clauses (A) and (B) shall cease to apply and the conversion right shall be in effect for the remainder of the Conversion Period.

(vi) Modification

Neither the Class A Shares nor the Class BNon-Voting Shares may be subdivided, consolidated, reclassified or otherwise changed unless contemporaneously therewith the other class is also subdivided, consolidated, reclassified or otherwise changed in the same proportion and in the same manner.

(vii) Offer to Purchase

Shaw may not make an offer to purchase any outstanding Class A Shares unless at the same time it makes an offer to purchase, on the same terms, an equivalent proportion of the outstanding Class BNon-Voting Shares.

(viii) Redemption

Neither the Class A Shares nor the Class BNon-Voting Shares are redeemable at the option of either Shaw or the holder thereof.

(c) Preferred Shares

(i) Class 1 Preferred Shares

The Class 1 Preferred Shares are issuable in one or more series. The Board of Directors may fix fromtime-to-time before such issue the number of shares which is to comprise each series then to be issued and the designation, rights, conditions, restrictions and limitations attaching thereto, including, without limiting the generality of the foregoing, the rate of preferential dividends and whether or not such dividends shall be cumulative, the dates of payment thereof, the redemption price and terms and conditions of redemption (including the rights, if any, of the holders of the Class 1 Preferred Shares of such series to require the redemption thereof), conversion rights (if any) and any redemption fund, purchase fund or other provisions to be attached to the Class 1 Preferred Shares of such series.

The shares of each successive series of Class 1 Preferred Shares shall have preference over the Class A Shares and Class BNon-Voting Shares as to dividends of not less than 1/100th of a cent per share, and shall not confer upon the shares of one series a priority over the shares of any other series of the Class 1 Preferred Shares in respect of voting, dividends or return of capital. If any amount of cumulative dividends or any amount payable on return of capital in respect of shares of a series of the Class 1 Preferred Shares is not paid in full, the shares of such series shall participate rateably with the shares of all other series of Class 1 Preferred Shares in respect of accumulated dividends and return of capital.

(ii) Class 2 Preferred Shares

The Class 2 Preferred Shares are issuable in one or more series. The Board of Directors may fix fromtime-to-time before such issue the number of shares which is to comprise each series then to be issued and the designation, rights, conditions, restrictions and limitations attaching thereto, including, without limiting the generality of the foregoing, the rate of preferential dividends and whether or not such dividends shall be cumulative, the dates of payment thereof, the redemption price and terms and conditions of redemption (including the rights, if any, of the holders of the Class 2 Preferred Shares of such series to require the redemption thereof), conversion rights (if any) and any redemption fund, purchase fund or other provisions to be attached to the Class 2 Preferred Shares of such series.

The shares of each successive series of Class 2 Preferred Shares shall have preference over the Class A Shares and Class BNon-Voting Shares (but shall rank junior to the Class 1 Preferred Shares) as to dividends and shall not confer upon the shares of one series a priority over the shares of any other series of Class 2 Preferred

2017 Annual Information Form  Shaw Communications Inc.       9

Shares in respect of voting, dividends or return of capital. If any amount of cumulative dividends or any amount payable on return of capital in respect of shares of a series of Class 2 Preferred Shares is not paid in full, the shares of such series shall participate rateably with the shares of all other series of the Class 2 Preferred Shares in respect of accumulated dividends and return of capital.

(iii) Series A Shares and Series B Shares

The Series A Shares and the Series B Shares are each a series of Class 2 Preferred Shares. On May 31, 2011, the Company issued 12,000,000 Series A Shares. On June 30, 2016, 1,987,607 of the Series A Shares were converted into an equal number of Series B Shares in accordance with the notice of conversion right issued on May 31, 2016. As a result of the conversion, the Company has 10,012,393 Series A Shares and 1,987,607 Series B Shares issued and outstanding. The Series A Shares are listed on the TSX under the symbol SJR.PR.A. The Series B Shares began trading on the TSX on June 30, 2016 under the symbol SJR.PR.B.

Holders of the Series A Shares are entitled to receive fixed cumulative preferential cash dividends that will be reset every five years at a rate equal to the five-year Government of Canada bond yield plus 2.00%, as and when declared by the Board of Directors of the Company, payable quarterly on the last day of each March, June, September and December (or if such date is not a business day, the next succeeding business day). For the five year period ended June 30, 2016, the annual rate was $1.125 per Series A Share. The annual fixed dividend, payable quarterly, was reset to $0.69776 per Series A Share for the five year period from and including June 30, 2016 to but excluding June 30, 2021. The floating quarterly dividend rate for the Series B Shares was set at an annual dividend rate of $0.63224 per Series B Share for the period from and including June 30, 2017 to but excluding September 30, 2017 and $0.68550 per Series B Share for the period from and including September 30, 2017 to but excluding December 31, 2017 for the Series B Shares is set on a quarterly basis.

On June 30, 2021 and on June 30 of every fifth year thereafter, the Company may, at its option, redeem the Series A Shares in whole or in part by the payment of $25.00 in cash per Series A Share together with all declared and unpaid dividends to but excluding the date fixed for redemption. The Series A Shares do not have a fixed maturity date and are not redeemable at the option of the holders of the Series A Shares. Holders of Series A Shares have the right, at their option, to convert all or any of their Series A Shares into Series B Shares, on the basis of one Series B Share for each Series A Share, subject to certain conditions, on June 30, 2021 and on June 30 of every fifth year thereafter.

Holders of the Series B Shares will be entitled to receive quarterly floating rate cumulative preferred cash dividends, as and when declared by the Board of Directors of the Company, payable on the last day of each March, June, September and December (each three month period ending on such a day, a “Quarterly Floating Rate Period”) in the amount per Series B Share determined by multiplying the Floating Quarterly Dividend Rate for such Quarterly Floating Rate Period by $25.00 and multiplying that product by a fraction, the numerator of which is the actual number of days in such Quarterly Floating Rate Period and the denominator of which is 365 or 366, depending on the actual number of days in the applicable year, where the “Floating Quarterly Dividend Rate” for a Quarterly Floating Rate Period equals the sum of 2.00% and the average yield expressed as an annual rate on three-month Government of Canada treasury bills for the most recent treasury bills auction that precedes by at least 30 days the first day of such Quarterly Floating Rate Period.

On any Series B Conversion Date (as hereinafter defined) on and after June 30, 2021, the Company may, at its option, redeem the Series B Shares in whole or in part by the payment of $25.00 in cash per Series B Share together with all declared and unpaid dividends to, but excluding, the date fixed for redemption. On any date that is not a Series B Conversion Date, the Company may, at its option, redeem all or any part of the outstanding Series B Shares by the payment of an amount in cash of $25.50 per Series B Share together with all declared and unpaid dividends to but excluding the redemption date. The Series B Shares do not have a fixed maturity date and are not redeemable at the option of the holders of the Series B Shares.

Holders of Series B Shares will have the right, at their option, on June 30, 2021 and on each June 30 every fifth year thereafter (each such date a “Series B Conversion Date”), to convert, subject to certain conditions,

10       Shaw Communications Inc.  2017 Annual Information Form

all or any of their Series B Shares, into Series A Shares, on the basis of one Series A Share for each Series B Share.

In the event of the liquidation, dissolution orwinding-up of the Company or any other distribution of assets of the Company among its shareholders for the purpose ofwinding-up its affairs, subject to the prior satisfaction of the claims of all creditors of the Company and of holders of shares of the Company ranking prior to the Series A Shares and the Series B Shares, the holders of Series A Shares and Series B Shares will be entitled to payment of $25.00 per share, and all accrued and unpaid dividends up to, but excluding, the date fixed for payment or distribution, before any amount may be paid or any assets of the Company are distributed to the registered holders of any shares ranking junior to the Series A Shares and the Series B Shares. After payment of such amounts, the holders of Series A Shares and Series B Shares will not be entitled to share in any further distribution of the assets of the Company.

Subject to applicable law, holders of the Series A Shares and Series B Shares will not be entitled to receive notice of, attend, speak or vote at any meeting of shareholders of the Company. In the event that, at any time, the Company has failed to pay eight quarterly dividends on the Series A Shares or the Series B Shares, which, at such time, have not been paid in full, whether or not such dividends are consecutive and whether or not such dividends have been declared, the Company shall take all necessary steps to nominate for election to the Board of Directors one independent candidate proposed by the holders of the Series A Shares, the Series B Shares and the holders of any other preferred shares in the capital of the Company in whose favour any right to nominate upon failure of the Company to pay dividends is then in force, all of such holders to be considered one class for the purpose of proposing such candidate. Such candidate shall be nominated for election at the next scheduled annual shareholders’ meeting following the Company’s failure to pay such dividends, such election to be pursuant to the vote of all shareholders eligible to vote in respect thereof in accordance with the articles andby-laws of the Company. Until all such dividends are paid in full, such a nominee shall be nominated for election at each annual shareholders’ meeting. When such dividends are paid in full, this right shall be extinguished and the nominee shall immediately resign. This right shall become effective again at such time as the Company may again so fail to pay dividends.

(d) Share Constraints

The statutes which govern the provision of broadcasting and telecommunications services by Shaw and its regulated subsidiaries impose restrictions on the ownership of shares of the Company and its regulated subsidiaries by persons that are not Canadian. In order to ensure that the Company and its regulated subsidiaries remain eligible or qualified to provide broadcasting and telecommunications services in Canada, the articles of the Company require its directors to refuse to issue or register the transfer of any Class A Shares to a person that is not a Canadian if such issue or transfer would result in the total number of such shares held bynon-Canadians exceeding the maximum number permitted by applicable law. In addition, the directors of Shaw are required to refuse to issue or register the transfer of any Class A Shares to a person in circumstances where such issue or transfer would affect the ability of the Company and its regulated subsidiaries to obtain, maintain, amend or renew a license to carry on any business. The articles of the Company further provide that if, for whatever reason, the number of Class A Shares held bynon-Canadians or other such persons exceeds the maximum number permitted by applicable law or would affect the ability to carry on any licensed business, Shaw may, to the extent permitted by corporate or communications statutes, sell the Class A Shares held by suchnon-Canadians or other persons as if it were the owner of such shares. The articles of the Company also give its directors the right to refuse to issue or register the transfer of shares of any class in the capital of the Company if (i) the issue or the transfer requires the prior approval of a regulatory authority unless and until such approval has been obtained; or (ii) the person to whom the shares are to be issued or transferred has not provided Shaw with such information as the directors may request for the purposes of administering these share constraints.

2017 Annual Information Form  Shaw Communications Inc.       11

2. Dividends

(a) Dividend Policy

The Company’s dividend policy for Class A Shares and Class BNon-Voting Shares is reviewed on a quarterly basis by Shaw’s Board of Directors. In general, subject to the rights of any preferred shares outstanding fromtime-to-time, holders of Class A Shares and Class BNon-Voting Shares are entitled to receive such dividends as the Board of Directors determines to declare on ashare-for-share basis, if, as and when any such dividends are declared and paid. In addition to the standard legislated solvency and liquidity tests that must be met, the Company would not be able to declare and pay dividends if there was an event of default or a pending event of default would result (as a consequence of declaring and paying dividends) under its credit facilities.

In accordance with the terms and conditions of such shares, for each Dividend Period (which runs from September 1 to August 31 of each year) the aggregate of the dividends (other than stock dividends) declared and paid on each Class A Share shall be $0.0025 per share per annum less than the aggregate of the dividends declared and paid on each Class BNon-Voting Share. See the information under the heading “Capital Structure, Dividends and Related Matters – Description of Capital Structure – Class A Shares and Class BNon-Voting Shares – Dividends”.

Dividends on the Series A Shares and the Series B Shares are described under the heading “Capital Structure, Dividends and Related Matters – Description of Capital Structure – Preferred Shares – Series A Shares and Series B Shares”.

(b) Dividend Rates and Payment Dates

The tables below sets out dividend amounts and payment dates for the Class A Shares, the Class BNon-Voting Shares, Series A Shares and Series B Shares for the fiscal year ended August 31, 2017 and the aggregate annual cash dividends declared per Class A Share, Class BNon-Voting Share, Series A Share and Series B Share for each of the past three fiscal years.

Payment Dates	Dividends on Class A Shares		Dividends on Class B Non-Voting Shares		Payment Dates(1)	Dividends on Series A Shares		Dividends on Series B Shares
Sept. 29, 2016	$	0.098542	$	0.09875	Sept. 30, 2016	$	0.17444	$	0.15869
Oct. 28, 2016	$	0.098542	$	0.09875
Nov. 29, 2016	$	0.098542	$	0.09875
Dec. 29, 2016	$	0.098542	$	0.09875	Jan. 3, 2017	$	0.17444	$	0.157
Jan. 30, 2017	$	0.098542	$	0.09875
Feb. 27, 2017	$	0.098542	$	0.09875
Mar. 30, 2017	$	0.098542	$	0.09875	Mar. 31, 2017	$	0.17444	$	0.15681
Apr. 27, 2017	$	0.098542	$	0.09875
May 30, 2017	$	0.098542	$	0.09875
Jun. 29, 2017	$	0.098542	$	0.09875	Jun. 30, 2017	$	0.17444	$	0.155
Jul. 28, 2017	$	0.098542	$	0.09875
Aug. 30, 2017	$	0.098542	$	0.09875

Payment Period	Dividends on Class A Shares		Dividends on Class B Non-Voting Shares		Dividends on Series A Shares		Dividends on Series B Shares(1)
Fiscal 2015	$	1.14	$	1.142502	$	1.12500	$	-
Fiscal 2016	$	1.182504	$	1.185	$	1.12500	$	-
Fiscal 2017	$	1.182504	$	1.185	$	0.69776	$	0.6275

Notes:

(1) On June 15, 2016, 1,987,607 of the 12,000,000 Series A Shares were tendered for conversion, on aone-for-one    basis, into Series B Shares. The Series B Shares began trading on the TSX on June 30, 2016. The payment date for the first quarterly dividend on the Series B Shares was September 30, 2016.

12       Shaw Communications Inc.  2017 Annual Information Form

3. Ratings

The following information relating to the Company’s credit and preferred share ratings is provided as it relates to the Company’s financing costs, liquidity and operations. Specifically, credit ratings affect the Company’s ability to obtain short-term and long term financing and the cost of such financing. Additionally, the ability of the Company to engage in certain business activities on a cost effective basis may depend on these ratings. A reduction in the current ratings, particularly a downgrade below investment grade ratings or a negative change in the Company’s ratings outlook, could adversely affect the Company’s cost of financing and its access to sources of liquidity and capital. In addition, changes in these ratings may affect the Company’s ability to, and the associated costs of, entering into and maintaining ordinary course contracts with customers or suppliers on acceptable terms.

The following table sets forth the ratings assigned to the Company’s senior note obligations by DBRS Limited (“DBRS”), Standard & Poor’s, a division of The McGraw Hill Companies, Inc. (“S&P”) and Moody’s Investors Services, Inc. (“Moody’s”).

Security	DBRS(1)		Moody’s (2)		S&P(3)
Senior Notes		BBB (low)(Stable)		Baa3 (Positive)		BBB- (Stable)

Notes:

(1) DBRS’ credit ratings are on a long-term debt rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. A rating of BBB by DBRS is the fourth highest of ten categories and is assigned to debt securities considered to be of adequate credit quality. The capacity for the payment of financial obligations is considered acceptable, but the entity may be vulnerable to future events. The assignment of a “(high)” or “(low)” modifier within certain rating categories indicates relative standing within such category. The absence of either a “high” or “low” designation indicates the rating is in the middle of the category.

(2) Moody’s credit ratings are on a long-term debt rating scale that ranges from Aaa to C, which represents the range from highest to lowest quality of such securities rated. A rating of Baa by Moody’s is the fourth highest of nine categories and denotes obligations judged to be medium grade and subject to moderate credit risk. The addition of a 1, 2 or 3 modifier after a rating indicates the relative standing within a particular rating category. The modifier 1 indicates that the issue ranks in the higher end of its generic rating category, the modifier 2 indicates amid-range ranking and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.

(3) S&P’s credit ratings are on a long-term debt rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. A rating of BBB by S&P is the fourth highest of ten major categories. According to the S&P rating system, an obligor with debt securities rated BBB has adequate capacity to meet its financial commitments. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitments. The addition of a plus (+) or minus (-) designation after a rating indicates the relative standing within a particular rating category.

The following table sets forth the ratings assigned to the Series A Shares by DBRS and S&P.

Security	DBRS(1) (3)		S&P(2)(3)
Series A Shares		Pfd-3 (low)		P-3 (Stable)

Notes:

(1) DBRS ratings for preferred shares range from a high ofPfd-1 to a low of D. APfd-3 rating by DBRS is the third highest of six categories granted by DBRS. According to the DBRS rating system, securities ratedPfd-3 are of adequate credit quality. While protection of dividends and principal is still considered acceptable, the issuing entity is more susceptible to adverse changes in financial and economic conditions, and there may be other adverse conditions present which detract from debt protection. “High” or “low” grades are used to indicate the relative standing within a rating category. The absence of either a “high” or “low” designation indicates the rating is in the middle of the category.

(2) S&P’s ratings for preferred shares range from a high ofP-1 to a low of D. AP-3 rating by S&P is the third highest of eight categories granted by S&P. According to the S&P rating system, while securities ratedP-3 are regarded as having significant speculative characteristics, they are less vulnerable tonon-payment than other speculative issues, however, they face major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation. The ratings fromP-1 toP-5 may be modified by “high” and “low” grades which indicate relative standing within the major rating categories. The absence of either a “high” or “low” designation indicates the rating is in the middle of the category.

(3) On June 15, 2016, 1,987,607 of the 12,000,000 Series A Shares were tendered for conversion, on aone-for-one basis, into Series B Shares. The Series B Shares began trading on the TSX on June 30, 2016. As of the November 28, 2017, the Series B shares have not been rated.

2017 Annual Information Form  Shaw Communications Inc.       13

Each rating agency has several categories of long-term ratings that may be assigned to a particular security. Prospective purchasers of such securities should consult the rating organization with respect to the interpretation and implication of the foregoing ratings and outlooks.

Ratings are intended to provide investors with an independent measure of the quality of the relevant securities. Ratings accorded by a rating agency are not recommendations to purchase, hold or sell the relevant securities in as much as such ratings do not comment as to market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant. The lowering of any rating may negatively affect the quoted market price, if any, of the relevant securities.

The Company made payments to each of DBRS, Moody’s and S&P in connection with obtaining the above ratings, but has not made any other payments to DBRS, Moody’s or S&P over the past two years.

4. Market for Securities

(a) Marketplaces

The securities of the Company are listed and posted for trading on the exchanges set forth below.

Security	Exchange	Symbol	CUSIP Number
Class A Shares	TSX Venture Exchange	SJR.A		82028K101
Class BNon-Voting Shares	Toronto Stock Exchange	SJR.B		82028K200
	New York Stock Exchange	SJR		82028K200
Series A Shares	Toronto Stock Exchange	SJR.PR.A		82028K879
Series B Shares	Toronto Stock Exchange	SJR.PR.B		82028K887

(b) Trading Price and Volume

The following table sets forth, for each month during the fiscal year ending August 31, 2017, the monthly price range and volume traded for the Class A Shares on the TSX Venture Exchange and for the Class BNon-Voting Shares, Series A Shares and Series B Shares on the Toronto Stock Exchange (TSX).

	Class A Shares(1) TSXVenture-SJR.A						Class BNon-Voting Shares(1) TSX-SJR.B						Series A Shares(1) TSX-SJR.PR.A						Series B Shares(1) TSX-SJR.PR.B
	High		Low		Volume		High		Low		Volume		High		Low		Volume		High		Low		Volume
Sep 2016		33.29		28.37		2,278		27.01		25.75		18,025,361		14.55		13.60		92,065		13.99		12.91		85,835
Oct 2016		35.95		30.00		18,437		27.00		26.00		20,708,676		14.47		13.75		228,347		13.54		12.75		39,064
Nov 2016		31.47		30.02		2,780		26.97		25.70		18,016,399		14.54		13.86		235,978		14.24		13.00		92,685
Dec 2016		31.36		29.78		4,998		27.32		25.97		19,390,734		15.34		14.14		291,467		14.50		13.50		84,568
Jan 2017		33.25		30.28		6,587		28.42		26.91		16,680,110		15.99		14.73		212,945		15.94		14.40		146,187
Feb 2017		33.70		30.06		6,805		28.63		27.51		17,465,390		17.09		15.54		233,728		16.98		15.55		34,611
Mar 2017		33.50		30.85		6,238		27.95		26.91		21,593,786		17.24		16.33		365,556		17.54		16.55		41,977
Apr 2017		33.00		29.90		4,020		29.12		27.16		15,171,547		17.14		16.26		174,099		17.20		16.06		31,915
May 2017		33.93		31.10		3,737		29.47		28.09		15,710,212		16.67		15.75		146,372		16.26		15.66		162,472
Jun 2017		34.45		32.33		3,160		30.44		27.95		27,646,419		17.44		15.78		150,415		16.82		15.51		162,787
Jul 2017		34.00		31.00		2,935		28.20		27.50		16,697,158		17.30		16.82		63,911		17.58		16.48		27,456
Aug 2017		32.00		28.80		11,696		28.21		27.40		15,454,366		17.39		16.73		158,409		17.59		16.85		32,480

Note:

(1) Trading price and volume data is obtained from the TMX group

(c) Prior Sales

During the year ended August 31, 2017 the Company issued an aggregate of $300 million of senior unsecured notes bearing interest at 3.80% and due on March 1, 2027.

Pursuant to Shaw’s employee stock option plan, during fiscal 2017, Shaw granted 2,923,000 options to acquire an aggregate of 2,923,000 Class BNon-Voting Shares at a weighted average exercise price of $26.89 per share.

14       Shaw Communications Inc.  2017 Annual Information Form

DIRECTORS AND OFFICERS

1. Directors

Set forth below is a list of the directors of the Company as of November 28, 2017 indicating their municipality, province or state and country of residence, their principal occupations during the five preceding years and the year in which they became a director of the Company. Directors are typically elected at the annual meeting of shareholders to serve until the next annual meeting or until a successor is elected or appointed.

Name and Municipality of Residence	Principal Occupation During the Five Preceding Years	Director Since
Peter J. Bissonnette Calgary, Alberta, Canada	Corporate Director, President of the Company until August 2015		2009
Adrian I. Burns Ottawa, Ontario, Canada	Corporate Director; President and CEO of Western Limited, a Saskatchewan real estate company; Chair of the National Arts Centre; former Member of the Copyright Board of Canada; former Commissioner of the CRTC		2001
Richard R. Green Boulder, Colorado U.S.A.	Corporate Director; former President and CEO of Cable Television Laboratories Inc. (CableLabs®), anon-profit research development consortium dedicated to pursuing new cable telecommunications technologies		2010
Lynda Haverstock Saskatoon, Saskatchewan Canada	Corporate Director; former Senior Vice President, Special Projects of RMD Engineering; former President and Chief Executive Officer of Tourism Saskatchewan; former Lieutenant Governor of Saskatchewan		2007
Gregory J. Keating Porters Lake, Nova Scotia Canada	Chairman and Chief Executive Officer, Altimax Venture Capital, parent company of the Keating Group which comprises a diverse portfolio of business interests		2007
Michael W. O’Brien Canmore, Alberta, Canada	Corporate Director; former Executive Vice-President, Corporate Development and Chief Financial Officer of Suncor Energy Inc., an integrated energy company		2003
Paul K. Pew, Toronto, Ontario, Canada	Co-Founder andCo-Chief Executive Officer of G3 Capital Corp., a Toronto-based alternative asset manager; Corporate Director and Private Investor; former Vice Chairman, Investment Banking, GMP Securities Ltd., an independent investment dealer		2008
Jeffrey C. Royer Toronto, Ontario, Canada	Private Investor		1995
Bradley S. Shaw(1) Calgary, Alberta, Canada	Chief Executive Officer of the Company since November 2010 and, prior thereto, Executive Vice President		1999
Jim Shaw(1) Calgary, Alberta, Canada	Vice Chair of the Company and, until November 2010, Chief Executive Officer of the Company		2002
JR Shaw(1) Calgary, Alberta, Canada	Founder and Executive Chair of the Company		1966
JC Sparkman Lakewood, Colorado U.S.A.	Corporate Director; former Executive Vice President and Executive Officer of Telecommunications Inc. (also known as TCI), one of the largest cable television operators in the United States		1994

2017 Annual Information Form  Shaw Communications Inc.       15

Name and Municipality of Residence	Principal Occupation During the Five Preceding Years	Director Since
Carl E. Vogel Cherry Hills Village, Colorado U.S.A.	Private Investor; Senior Advisor of DISH Network Corporation; Industry Advisor focused on media and communications for Kohlberg Kravis Roberts & Co. L.P.; former Vice Chairman of DISH Network Corporation (formerly EchoStar Communications Corporation, a satellite-delivered digital television services provider in the United States) and EchoStar Corp. (a developer ofset-top boxes and other electronic technology); former President and Vice Chairman of EchoStar Communications Corporation; former President, Chief Executive Officer and a director of Charter Communications, a broadband service provider in the United States		2006
Sheila C. Weatherill Edmonton, Alberta Canada	Corporate Director; former President and Chief Executive Officer of the Capital Health Authority, the Edmonton region health administrative authority		2009
Willard H. Yuill Medicine Hat, Alberta, Canada	Chair and Chief Executive Officer of The Monarch Corporation, a private investment company and CSH International, Inc., a United States private equity company.		1999

Note:

(1) JR Shaw is the father of brothers, Jim Shaw and Bradley S. Shaw.

2. Board Committee Members

The Board of Directors of the Company has established four standing committees: Executive, Audit, Corporate Governance and Nominating, and Human Resources and Compensation. The membership of each committee is set forth below as of November 28, 2017.

The Executive Committee consists of JR Shaw (Chair), Adrian Burns, Michael W. O’Brien, Paul Pew, Bradley S. Shaw and JC Sparkman.

The Audit Committee consists of Michael W. O’Brien (Chair), Richard Green and Jeffrey C. Royer. For further details concerning the Audit Committee, see the information under the heading “Audit Committee”.

The Corporate Governance and Nominating Committee consists of Paul K. Pew (Chair), Adrian Burns, Carl E. Vogel and Sheila C. Weatherill.

The Human Resources and Compensation Committee consists of Willard H. Yuill (Chair), Lynda Haverstock, Gregory J. Keating and JC Sparkman.

3. Executive Officers

Set forth below is a list of the executive officers of the Company as of November 28, 2017 indicating their municipality, province or state and country of residence and their respective positions with the Company. Officers are appointed annually and serve at the discretion of the Board of Directors of the Company.

Name and Municipality of Residence	Principal Position with the Company
JR Shaw (1) Calgary, Alberta, Canada	Executive Chair
Jim Shaw(1) Calgary, Alberta, Canada	Vice Chair
Bradley Shaw(1) Calgary, Alberta, Canada	Chief Executive Officer
Jay Mehr Calgary, Alberta, Canada	President

16       Shaw Communications Inc.  2017 Annual Information Form

Name and Municipality of Residence	Principal Position with the Company
Vito Culmone Calgary, Alberta, Canada	Executive Vice President & Chief Financial Officer
Trevor English Calgary, Alberta, Canada	Executive Vice President, Chief Strategy and Business Development Officer
Peter Johnson Calgary, Alberta, Canada	Executive Vice President & Chief Legal and Regulatory Officer
Jim Little Calgary, Alberta, Canada	Executive Vice President & Chief Marketing and Culture Officer
Zoran Stakic Calgary, Alberta, Canada	Executive Vice President & Chief Technology Officer
Janice Davis(3) Calgary, Alberta, Canada	Executive Vice President, Business Transformation & Chief Procurement Officer
Chris Kucharski Calgary, Alberta, Canada	President, Consumer & Business
Ron McKenzie Calgary, Alberta, Canada	Senior Vice President, Chief Operating Officer
Paul McAleese(2) Toronto, Ontario, Canada	Chief Operating Officer, Freedom Mobile

Notes:

(1) JR Shaw is the father of brothers, Jim Shaw and Bradley Shaw.

(2) Alek Krstajic stepped down as the CEO, Freedom Mobile in the third quarter of fiscal 2017.

(3) As of November 16, 2017.

All of the above officers have been employed in various capacities by the Company during the past five years except Paul McAleese who was CEO ofi-wireless LLC until April 2017; Vito Culmone who was Chief Financial Officer and Executive Vice President, Finance of WestJet Airlines Ltd. until May 2015; and Janice Davis who was Vice President, Chief Procurement Officer of Bombardier until April 2013.

4. Voting Shares held by Directors and Executive Officers

To the knowledge of the Company, the directors and executive officers, as a group, beneficially own, directly or indirectly, or exercise control or direction over, 17,795,500 Class A Shares, representing, as of November 28, 2017, approximately 79% of the issued and outstanding shares of such class. Of such number, 17,562,400 Class A Shares, representing approximately 78% of the issued and outstanding shares of such class, are held by Shaw Family Living Trust (“SFLT”) and its subsidiaries for the benefit of the descendants of JR and Carol Shaw. The sole trustee of SFLT is a private company owned by JR Shaw and having a board comprised of seven directors, including as at November 28, 2017, JR Shaw as Chair, Jim Shaw, Bradley S. Shaw, three other members of JR Shaw’s family, and one independent director. JR Shaw controls the shares held by SFLT and its subsidiaries and 77,000additional Class A Shares.

5. Conflicts of Interest

Certain directors and officers of the Company are associated with other reporting issuers or other corporations which may give rise to conflicts of interest. Directors and officers of Shaw and its subsidiaries are required to disclose existing and potential conflicts in accordance with Shaw’s Business Conduct Standards governing directors and officers and in accordance with applicable laws. The Corporate Governance and Nominating Committee closely monitors relationships among directors to ensure that business associations do not affect the Board’s performance. In a circumstance where a director declares an interest in any material contract or material transaction being considered at a meeting, the director generally absents himself or herself from the meeting during the consideration of the matter, and does not vote on the matter.

6. Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the Company’s knowledge, based on information supplied by the directors and executive officers, no director, executive officer or controlling shareholder of the Company: (i) has, within the 10 years preceding the

2017 Annual Information Form  Shaw Communications Inc.       17

date of this Annual Information Form, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such director, executive officer or controlling shareholder, or (ii) is, at the date of this Annual Information Form, or has been within the 10 years preceding the date of this Annual Information Form, a director or executive officer of any company that, while the person was acting in that capacity (or within a year of ceasing to act in that capacity), became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, save and except for JR Shaw who was a director of Darian Resources Ltd. (“Darian”) prior to its filing for creditor protection under theCompanies’ Creditors Arrangement Act (the “CCAA”) on February 12, 2010. Darian successfully completed its restructuring proceedings under the CCAA on July 2, 2010. Further, to the Company’s knowledge, and based upon information provided to it by the directors and executive officers, no director or executive officer is, at the date of this Annual Information Form, or was within the 10 years preceding the date of this Annual Information Form, a director, chief executive officer or chief financial officer of a company that, during the time the director or executive officer was acting in such capacity or as a result of events that occurred while the director or executive officer was acting in such capacity, was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities laws that was in effect for a period of more than 30 consecutive days.

AUDIT COMMITTEE

1. Audit Committee Charter

The Audit Committee of the Board of Directors of the Company is responsible for overseeing the integrity of the Company’s financial reporting process.

A copy of the charter of the Audit Committee is attached as Schedule A to this Annual Information Form.

2. Audit Committee Composition, Education and Experience

As of November 28, 2017, the Audit Committee consisted of Michael W. O’Brien (Chair), Richard Green and Jeffrey C. Royer. Each member of the Audit Committee is independent and financially literate, as such terms are defined in National Instrument52-110 – Audit Committees. In addition, each of Messrs. O’Brien and Royer qualify as a “financial expert” under the Sarbanes-Oxley Act of 2002 and other applicable regulatory requirements.

In addition to each member’s general business experience, the education and experience of each member of the Audit Committee that is relevant to the performance of his responsibilities as a member of the Audit Committee are set forth below.

Michael W. O’Brien (Chair) held a number of senior executive management positions during his 27 year tenure with integrated energy company, Suncor Energy Inc. (TSX and NYSE listed), including various positions with responsibility for planning, business development, refining and marketing, finance, and mining and extraction, retiring as Executive Vice President, Corporate Development and Chief Financial Officer in 2002. Mr. O’Brien has served as a member of the Board of Directors of Suncor since 2002 and is a member of both its audit committee and governance committee. Mr. O’Brien holds a Bachelor of Arts from the University of Toronto and an MBA from York University.

Richard Green was President and CEO of Cable Television Laboratories, Inc. from 1988 to 2008 and formerly Senior Vice President at PBS and director of CBS’s Advanced Television Technology Laboratory. Dr. Green is a Director and member of the nominating and corporate governance committee of Liberty Global, Inc. (NASDAQ listed), the largest international cable company with operations in 14 countries, Director and member of the audit, compensation and nominating and governance committees of Liberty Broadband Corporation (NASDAQ listed) and is a Director of Jones/NCTI, a workforce performance solutions company for individuals and

18       Shaw Communications Inc.  2017 Annual Information Form

broadband companies. Dr. Green holds a Bachelor of Science from the Colorado College, a Masters in physics from the State University of New York in Albany and a PhD from the University of Washington.

Jeffrey Royer is a private investor. Mr. Royer serves as Chairman of Baylin Technologies Inc. (TSX listed) and (BY) Medimor Ltd. and is a director of Emmit Labs Inc. and Beit Yehuda Hotels Inc., Jerusalem, Israel. Mr. Royer has served as director of several othernot-for-profit organizations. Mr. Royer is a General Partner of the Arizona Diamondbacks Baseball Club. He served as a member and Chairman of the Audit Committee in previous years. Mr. Royer received his BA in Economics from Lawrence University.

3. Audit Fees

The aggregate amounts paid or accrued by the Company with respect to fees payable to Ernst & Young LLP, the auditors of the Company, for audit (including separate audits of wholly-owned andnon-wholly owned entities, financings, regulatory reporting requirements and Sarbanes-OxleyAct-related services), audit-related, tax and other services in the fiscal years ended August 31, 2017 and 2016 were as follows:

Type of Service	Fiscal 2017		Fiscal 2016
Audit Fees	$	3,569,000	$	4,424,000
Audit-Related Fees	$	416,000	$	519,000
Tax Fees	$	651,000	$	1,326,000
Total	$	4,636,000	$	6,269,000

Audit-related fees for fiscal 2017 relate to service organization control reports for the Company’s data centres that were disposed of during the year, assurance services in respect of an environmental and regulatory report, and financing arrangements and for fiscal 2016 relate to service organization control reports for the Company’s data centres, assurance services in respect of an environmental report, and financing arrangements. The tax fees for fiscal 2017 relate to tax advisory services on dispositions, financing arrangements, linear property tax compliance, and general tax advisory services and for fiscal 2016 relate to tax advisory services on acquisitions, dispositions, financing arrangements, linear property tax compliance, and general tax advisory services.

The Audit Committee considered and agreed that the above fees are compatible with maintaining the independence of the Company’s auditors. Further, the Audit Committee determined that, in order to ensure the continued independence of the auditors, only limitednon-audit services will be provided to the Company by Ernst & Young LLP and in such case, only with the prior approval of the Audit Committee. The Chair of the Audit Committee has been delegated authority to approve the retainer of Ernst & Young LLP to providenon-audit services in extraordinary circumstances where it is not feasible or practical to convene a meeting of the Audit Committee, subject to an aggregate limit of $150,000 in fees payable to Ernst & Young LLP for such services at any time until ratified by the Audit Committee. The Chair of the Audit Committee is required to report any such services approved by him to the Audit Committee.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

The Company is involved in litigation matters and regulatory actions arising in the ordinary course and conduct of its business. Although such legal proceedings and regulatory actions cannot be predicted with certainty, management of the Company does not expect that the outcome of these matters will have a material adverse effect on the Company. The Company is not a party to any proceeding that involves a claim for damages, exclusive of interest and costs, in excess of 10% of the current assets of the Company. As of the date hereof, no penalties or sanctions material to the Company have been imposed by a court relating to securities legislation or by a securities regulatory authority, no other penalties or sanctions material to the Company have been imposed by a court or regulatory body, and the Company has not entered into any settlement agreements before a court relating to securities legislation or with a securities regulatory authority.

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INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except for the Company’s sale of Shaw Media Inc. and Shaw Television Limited Partnership to Corus for $2.65 billion, no director or executive officer of the Company or of any person that beneficially owns, or controls or directs, directly or indirectly, more than 10% of the Class A Shares and of any associate or affiliate of the foregoing, has any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect the Company.

REGISTRAR AND TRANSFER AGENT

The registrar and transfer agent for the Class A Shares, Class BNon-Voting Shares, Series A Shares and Series B Shares is AST Trust Company (Canada) at its principal offices in Vancouver, British Columbia; Calgary, Alberta; and Toronto, Ontario. Theco-registrar andco-transfer agent in the United States for the Class BNon-Voting Shares is American Stock Transfer & Trust Company, LLC at its principal office in Brooklyn, New York.

INTERESTS OF EXPERTS

The Company’s auditors are Ernst & Young LLP. The Company’s audited consolidated financial statements for the year ended August 31, 2017 have been filed under NI51-102 – Continuous Disclosure Obligations. Ernst & Young LLP has communicated to the Company that, in their opinion, they are independent of the Company within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta and the applicable rules and regulations adopted by the U.S Securities and Exchange Commission and Public Company Accounting Oversight Board (United States).

ADDITIONAL INFORMATION

Additional information concerning the Company is available through the Internet on SEDAR which may be accessed atwww.sedar.com. Copies of such information may also be obtained on the Company’s website atwww.shaw.ca, or on request without charge from the Executive Vice President & Chief Legal and Regulatory Officer, Suite 900, 630 – 3rd Avenue S.W., Calgary, Alberta, Canada T2P 4L4, telephone(403) 750-4500.

Additional information including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities, and securities authorized for issuance under equity compensation plans will be contained in the Company’s Proxy Circular for its January 11, 2018 Annual General Meeting. Additional financial information is provided in the Company’s comparative financial statements for its most recently completed financial year, and management’s discussion and analysis thereon. Copies of such documents may be obtained in the manner set forth above.

CAUTION CONCERNING FORWARD LOOKING STATEMENTS

Statements included in this Annual Information Form, including documents incorporated by reference herein, that are not historic constitute “forward-looking statements” within the meaning of applicable securities laws. Such statements include, but are not limited to:

• statements about future capital expenditures;

• acquisitions and dispositions;

• cost efficiencies;

• financial guidance for future performance;

• business strategies and measures to implement strategies;

• statements about Company’s equity investments, joint ventures and partnership arrangements;

• expected growth in subscribers and the services to which they subscribe;

• the cost of acquiring and retaining subscribers and deployment of new services;

20       Shaw Communications Inc.  2017 Annual Information Form

• competitive strengths; and

• expansion and growth of Shaw’s business and operations and other goals and plans.

They can generally be identified by words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “target”, “goal” and similar expressions (although not all forward-looking statements contain such words). All of the forward-looking statements made in this report are qualified by these cautionary statements.

Forward-looking statements are based on assumptions and analyses made by Shaw in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances as of the current date. These assumptions, many of which are confidential, include, but are not limited to:

• general economic conditions;

• interest;

• income tax and exchange rates;

• technology deployment;

• subscriber growth;

• pricing, usage, and churn rates;

• availability of devices;

• content and equipment costs;

• industry structure;

• conditions and stability;

• government regulation; and

• the integration of acquisitions.

You should not place undue reliance on any forward-looking statements. Many factors, including those not within Shaw’s control, may cause Shaw’s actual results to be materially different from the views expressed or implied by such forward-looking statements, including, but not limited to:

• general economic, market and business conditions and industry growth rates;

• changes in the competitive environment in the markets in which Shaw operates and from the development of new markets for emerging technologies;

• industry trends, technological developments, and other changing conditions in the entertainment, information and communications industries;

• the Company’s ability to execute its strategic plans and complete its capital projects;

• the Company’s ability to achieve cost efficiencies;

• technology, cyber security and reputational risks;

• opportunities that may be presented to and pursued by the Company;

• changes in laws, regulations and decisions by regulators that affect the Company or the markets in which it operates;

• the Company’s status as a holding company with separate operating subsidiaries; and

• other factors described in the Company’s 2017 Annual MD&A under the heading “Known events, trends, risks and uncertainties”.

The foregoing is not an exhaustive list of all possible factors. Should one or more of these risks materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein.

The Company provides certain financial guidance for future performance as the Company believes that certain investors, analysts and others utilize this and other forward-looking information in order to assess the Company’s expected operational and financial performance and as an indicator of its ability to service debt and return cash to shareholders. The Company’s financial guidance may not be appropriate for this or other purposes.

Any forward-looking statement speaks only as of the date on which it was originally made and, except as required by law, Shaw expressly disclaims any obligation or undertaking to disseminate any updates or

2017 Annual Information Form  Shaw Communications Inc.       21

revisions to any forward-looking statement to reflect any change in related assumptions, events, conditions or circumstances. All forward looking statements contained in this Annual Information Form are expressly qualified by this statement.

MATERIAL CONTRACTS

Shaw has not entered into any material contracts, other than those contracts entered into in the ordinary course of business, within the last financial year, or before the last financial year and since January 1, 2002 that is still in effect.

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SCHEDULE A

SHAW COMMUNICATIONS INC

AUDIT COMMITTEE CHARTER

This Charter of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Shaw Communications Inc. (the “Corporation”) was adopted and approved November 2, 2017.

I. Mandate

The primary function of the Committee is to assist the Board in fulfilling its oversight responsibilities with respect to the integrity of the Corporation’s financial reporting process. The primary duties of the Committee involve:

• oversight of the integrity of the Corporation’s financial statements and related information,

• oversight of management’s assessing and reporting on the effectiveness of internal controls,

• oversight of the external and internal auditors and evaluation of the qualification, effectiveness and independence of the external and internal auditors,

• oversight of the Corporation’s compliance with legal and regulatory requirements relating to public disclosure and financial reporting, and

• oversight of the Corporation’s processes for identifying, assessing and managing risks and the Corporation’s financing strategy.

The Committee will fulfill this mandate primarily by carrying out the duties and responsibilities set forth in Section IV of this Charter.

II. Composition

The Committee will be comprised of three or more directors that meet the independence, financial literacy, financial expertise, and other membership requirements under applicable laws, policies and guidelines of securities regulatory authorities and any other applicable policies established by the Board.

The members and the Chair of the Committee shall be appointed by the Board annually. Each such appointment shall continue until reappointment, resignation or removal by the Board.

III. Meetings

The Committee shall meet at least quarterly and more frequently as circumstances require or as requested by the Board, a member of the Committee, the Corporation’s external auditors or a senior officer of the Corporation.

Each member of the Committee shall be given written notice of each meeting of the Committee as far in advance as practicable and, in any event, not later than 24 hours in advance unless otherwise waived by all members of the Committee. Each notice of meeting shall state the nature of the business to be transacted at the meeting in reasonable detail and, to the extent practicable, be accompanied by copies of documentation to be considered at the meeting. The Chair of the Committee shall consult with senior management as to the agenda for each meeting of the Committee.

A quorum for the transaction of business at a meeting of the Committee is not less than a majority of the members of the Committee. Members of the Committee may participate in any meeting by means of such telephonic, electronic or other communication facilities as permit all persons participating in the meeting to communicate adequately with each other.

The internal and external auditors, senior management and other parties may attend meetings of the Committee as required by this Charter and as considered appropriate by the Committee.

2017 Annual Information Form  Shaw Communications Inc.       A-1

Minutes shall be kept of all meetings of the Committee (other thanin camera sessions) and shall be signed by the Chair and Secretary of the meeting.

IV. Responsibilities and Duties of the Committee

The Corporation’s management is responsible for preparing the Corporation’s financial statements and the external auditors are responsible for, as applicable, reviewing and auditing those financial statements. The Committee is responsible for overseeing the conduct of those activities. The Corporation’s external auditors and, in respect of such activities, the Corporation’s management are accountable to the Committee.

The Committee shall fulfill its oversight responsibilities primarily by carrying out the activities set forth below. The items enumerated below are not intended to be exhaustive of the duties of the Committee and may be supplemented and revised from time to time as considered appropriate.

Financial Reporting

1. Review with management and the internal and external auditors the Corporation’s annual and interim financial statements and related management’s discussion and analysis (“MD&A”), annual information forms, earnings news releases and earnings guidance.

2. Make recommendations to the Board as to approval of the Corporation’s annual and interim financial statements and related MD&A and news releases prior to public disclosure provided that the Committee may approve interim financial statements and related MD&A and news releases for disclosure to the public (provided that such disclosure is subsequently tabled before the Board for ratification, confirmation and approval).

3. On a periodic basis, review with management and the external auditors:

a) any material issues as to accounting principles and financial statement presentation, including changes in accounting policies (whether elective or mandated) and the implications of selecting from among available accounting policy alternatives,

b) any significant financial reporting issues made in connection with the preparation of the financial statements,

c) the effects of regulatory and accounting developments on the Corporation’s financial reporting,

d) all comments, reports and other correspondence from regulatory agencies concerning the Corporation’s financial disclosure and related matters along with all responses thereto of the Corporation,

e) the effects of key estimates and judgments on the Corporation’s financial reporting,

f) the effects ofoff-balance sheet arrangements on the Corporation’s financial reporting, and

g) any material written correspondence and disagreements between management and the external auditors.

4. Obtain assurance that financial statement certifications and attestations from management of the Corporation will be completed and filed with applicable securities regulatory authorities as required.

Internal Controls and Disclosure Controls

5. Oversee management’s design and implementation of, and reporting on, the Corporation’s internal controls.

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6. Review with management, the external auditors and internal auditor compliance by the Corporation’s directors and management with the Corporation’s disclosure policy.

7. Review reports from management, the internal auditors and the external auditors as to the reliability and effective operation of the Corporation’s accounting system and internal controls.

8. Review disclosures made to the Committee by the Chief Executive Officer and Chief Financial Officer during their certification process for applicable securities law filings about any significant deficiencies and material weaknesses in the design or operation of the Corporation’s internal control over financial reporting which are reasonably likely to adversely affect the Corporation’s ability to record, process, summarize and report financial information required to be disclosed by the Corporation in the reports that it files under applicable law.

9. Establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal control or auditing matters, including a procedure for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters, and consider reports on the investigation and resolution of such complaints.

10. Review reports of any fraud that involves management or other employees, particularly where such individuals have a significant role in the Corporation’s internal controls.

Internal Audit

11. Review the appointment, removal, independence, objectivity and performance of the Corporation’s internal auditors.

12. Review the internal audit plan with the external auditors, the internal auditors and with senior management of the Corporation.

13. Review all reports issued by the internal auditors relating to internal control weaknesses and management’s response and action.

14. Regularly review, and amend as considered appropriate, the charter of the internal auditors.

15. Meetin camerawith the internal auditors to discuss any matters that the Committee or the internal auditors believe should be discussed privately.

External Audit

16. Review the qualifications and performance of the external auditors, who shall report directly to, and be accountable to, the Committee, and approve any proposed discharge or change of the external auditors, or of the lead audit partner and approve decisions as to the terms of engagement (including estimated fees) of the external auditors.

17. Review in advance (or review subsequent to approval by the Chair of the Committee within approval limits set by the Committee) any engagements (including estimated fees) fornon-audit services to be provided by the external auditors’ firm or its affiliates, along with any other significant relationships which the external auditors have with the Corporation, to confirm that suchnon-audit services and other relationships do not impair the independence or objectivity of the external auditor and compliance with applicable laws.

18. Review reports by the external auditors as to the audit firm’s relationship with the Corporation, any material issues raised by internal quality-control reviews or peer reviews of the auditing firm, or by any inquiry or investigation by governmental or professional authorities respecting one or more independent audits carried out by the external auditors, and any steps taken to deal with any such issues.

2017 Annual Information Form  Shaw Communications Inc.       A-3

19. Review the audit plan with the external auditors and with senior management of the Corporation.

20. Review all correspondence of the external auditor relating to internal control weaknesses and management’s written response and action and any mitigating procedures or controls relied upon in respect of any such deficiencies.

21. Resolve any disputes that arise between the external auditors and management regarding financial reporting.

22. Meetin camerawith the external auditors to discuss any matters that the Committee or the external auditors believe should be discussed privately.

Finance & Risk Management

23. Review the Corporation’s long term financing strategy, annual financing plan and specific proposed financings not otherwise considered in such plan.

24. Review management’s processes for identifying, assessing and managing the principal risks to the Corporation and its businesses.

25. Review the major risk exposures and trends identified by management and its implementation of risk policies and procedures to monitor and manage such exposures.

26. Review the Corporation’s risk disclosure in its annual and interim materials.

Other

27. The Committee shall report to the Board at least quarterly as to its activities.

28. Review the appointment of the Chief Financial Officer and any key financial executives of the Corporation involved in the financial reporting process, and set policies for the hiring by the Corporation of employees or former employees of the Corporation’s external auditors.

29. Review the succession plans for the Chair of the Committee and for Committee’s financial experts.

30. Provide orientation and training for new members of the Committee and continuing education initiatives for existing members.

31. Review this charter on an annual basis and suggest to the Corporate Governance and Nominating Committee of the Board such revisions as the Committee may believe to be required by new laws or to be prudent.

32. The Committee shall have the right for the purposes of performing its duties to full and unrestricted access to the books and records of the Corporation, the external and internal auditors of the Corporation and management of the Corporation.

33. Engage and set the remuneration of such independent external advisors, including independent legal counsel, at the Corporation’s expense, as the Committee may deem necessary or desirable to carry out its duties.

34. Conduct all such investigations, or authorize others to conduct such investigations, as may be necessary or desirable with respect to matters within the Committee’s mandate.

35. Perform such other activities consistent with this Charter, the Corporation’s constating documents and governing law, as the Committee or the Board considers necessary or appropriate.

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V. Responsibilities and Duties of the Chair of the Committee

To fulfill his or her responsibilities and duties, the Chair of the Committee shall:

• Facilitate the effective operation and management of, and provide leadership to, the Committee.

• Act as chair of meetings of the Committee.

• Assist in setting the agenda for each meeting of the Committee and in otherwise bringing forward for consideration matters within the mandate of the Committee.

• Facilitate the Committee’s interaction with management of the Corporation, the Board and other committees of the Board.

• Act as a resource and mentor for other members of the Committee.

• Perform such other duties and responsibilities as may be delegated to the Chair by the Committee from time to time.

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