##### 



EXHIBIT 3

CANWEST GLOBAL COMMUNICATIONS CORP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders of CanWest
Global Communications Corp. (the Company) will be held at the Sofitel Hotel,
Montreal, Quebec, on Thursday, the 29th day of January, 2004 at the hour of
2:30 p.m. (Eastern Standard Time) for the following purposes:



|1. |  | to receive the annual report, including the financial statements of the
Company for the fiscal year ended August 31, 2003, together with the
report of the auditors thereon;
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | to elect directors for the ensuing year;                                                                                                                                    
|  
|3. |  | to appoint auditors for the ensuing year and to authorize the directors
to fix the remuneration to be paid to the auditors;                                                 
|  
|4. |  | to transact such other business as may properly come before the meeting
and any adjournment thereof.                                                                        

DATED at Winnipeg, Canada this 26th day of November, 2003.

By Order of the Board of Directors

-s- Gail S. Asper

Gail S. Asper
Secretary

If you are not able to be present at the meeting, please exercise your right to
vote by signing and returning the enclosed form of proxy to Computershare Trust
Company of Canada at 9th Floor, 100 University Avenue, Toronto, Ontario, Canada
M5J 2Y1, so as to arrive not later than the close of business on January 27,
2004 or, if the meeting is adjourned, 48 hours (excluding Saturdays and
holidays) before any adjournment of the meeting or by completing the enclosed
form of proxy over the telephone or Internet by that time in the manner set out
in the enclosed from of proxy.

CANWEST GLOBAL COMMUNICATIONS CORP.
MANAGEMENT PROXY CIRCULAR
SOLICITATION OF PROXIES

The information contained in this management proxy circular is furnished in
connection with the solicitation of proxies to be used at the annual meeting of
shareholders of CanWest Global Communications Corp. (the Company) to be held
on Thursday, January 29, 2004 at 2:30 p.m. (Eastern Standard Time) at the
Sofitel Hotel, Montreal, Quebec, and at all adjournments thereof, for the
purposes set forth in the accompanying notice of meeting. It is expected that
the solicitation will be made primarily by mail but proxies may also be
solicited personally by employees of the Company. The solicitation of proxies
by this circular is being made by or on behalf of the management of the Company
and the total cost of the solicitation will be borne by the Company.The
information contained herein is given as at November 26, 2003, except as
otherwise noted.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are representatives of
management of the Company and are directors and/or officers of the Company. A
shareholder who wishes to appoint some other person to represent him/her at the
meeting may do so by inserting such persons name in the blank space provided
in the form of proxy. Such other person need not be a shareholder of the
Company.

To be valid, proxies must be deposited with Computershare Trust Company of
Canada (Computershare) at 9th Floor, 100 University Avenue, Toronto, Ontario,
Canada M5J 2Y1, or completed over the telephone or Internet in the manner set
out in the enclosed form of proxy, not later than the close of business on
January 27, 2004 or, if the meeting is adjourned, 48 hours (excluding Saturdays
and holidays) before any adjournment of the meeting.

1





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##### 



Non-Registered Holders

Only registered holders of Multiple Voting Shares, Subordinate Voting Shares or
Non-Voting Shares of the Company, or the persons whom they appoint as their
proxies, are permitted to attend the meeting and only registered holders of
Multiple Voting Shares and Subordinate Voting Shares, or the persons whom they
appoint as their proxies, are permitted to vote at the meeting. However, in
many cases, Multiple Voting Shares, Subordinate Voting Shares or Non-Voting
Shares of the Company beneficially owned by a holder (a Non-Registered
Holder) may be registered either:



|(a) |  | in the name of an intermediary (an Intermediary) with which the
Non-Registered Holder deals in respect of the shares. Intermediaries
include banks, trust companies, securities dealers or brokers and trustees
or administrators of self-administered RRSPs, RRIFs RESPs and similar
plans; or
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | in the name of a clearing agency (such as The Canadian Depository for
Securities Limited, CDS & CO) of which the Intermediary is a
participant.                                                                                                                                                   

In accordance with the requirements of Canadian securities laws, the Company
has distributed copies of the notice of meeting, this management proxy
circular, the form of proxy (except for holders of Non-Voting Shares) and the
2003 annual report, (which includes managements discussion and analysis
collectively, the meeting materials) to the clearing agencies and
Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward meeting materials to Non-Registered
Holders unless a Non-Registered Holder has waived the right to receive them.
Very often, Intermediaries will use service companies to forward the meeting
materials to Non-Registered Holders. Generally, Non-Registered Holders (except
for holders of Non-Voting Shares) who have not waived the right to receive
meeting materials will either:



|A. |  | be given a form of proxy which has already been signed by the
Intermediary (typically by a facsimile, stamped signature) which is
restricted as to the number of shares beneficially owned by the
Non-Registered Holder but which is otherwise uncompleted. This form of
proxy need not be signed by the Non-Registered Holder. In this case, the
Non-Registered Holder who wishes to submit a proxy should otherwise
properly complete the form of proxy and deposit it with Computershare at
600-530 8th Avenue S.W., Calgary, Alberta, Canada, T2P 3S8 as described
above;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|B. |  | more typically, be given a voting instruction form which must be
completed, signed and delivered by the Non-Registered Holder in accordance
with the directions on the voting instruction form (which may in some
cases permit the completion of the voting instruction form by telephone).                                                                                                                                                                                                                                                                                  

The purpose of these procedures is to permit Non-Registered Holders to direct
the voting of the shares that they beneficially own. Should a Non-Registered
Holder who receives either form of proxy wish to attend and vote at the meeting
in person (or have another person attend and vote on behalf of the
Non-Registered Holder), the Non-Registered Holder should strike out the names
of the persons named in the proxy and insert the Non-Registered Holders (or
such other persons) name in the blank space provided, or in the case of a
voting instruction form, follow the information on the form. In either case,
Non-Registered Holders should carefully follow the instructions of their
Intermediaries, including those regarding when and where the proxy or the proxy
authorization form is to be delivered.

Revocation

A registered shareholder who has given a proxy may revoke the proxy (a) by
completing and signing a proxy bearing a later date and depositing it with
Computershare as aforesaid; or (b) by depositing an instrument in writing
executed by him/her, or by his/her attorney authorized in writing (i) at the
registered office of the Company at any time up to and including the last
business day preceding the day of the meeting, or any adjournment thereof, at
which the proxy is to be used, or (ii) with the chairperson of the meeting
prior to the commencement of the meeting on the day of the meeting or any
adjournment thereof; or (c) in any other manner permitted by law.

A Non-Registered Holder may revoke a proxy authorization form (voting
instructions) or a waiver of the right to receive meeting materials and to vote
given to an Intermediary at any time by written notice to the Intermediary,
except that an Intermediary is not required to act on a revocation of a proxy
authorization form (voting instructions) or of a waiver of the right to receive
materials and to vote that is not received by the Intermediary at least seven
days prior to the meeting.

VOTING OF PROXIES

The management representatives designated in the enclosed form of proxy will
vote, or withhold from voting, the shares in respect of which they are
appointed by proxy on any ballot that may be called in accordance with the
instructions of the shareholder as indicated on the proxy and, if the
shareholder has specified a choice with respect to any matter to be acted upon,
the shares will be voted accordingly.

2





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##### 



In the absence of such direction, such shares will be voted by the management
representatives as follows:



| | (a) |  | for the election of directors; and                                                                         
| | --- |  | -----------------------------------------------------------------------------------------------------------
| |     |  |                                                                                                            
| | (B) |  | for the appointment of auditors and the authorization of the
directors to fix the remuneration of auditors.

The enclosed form of proxy confers discretionary authority upon the management
representatives designated therein with respect to amendments to matters
identified in the notice of meeting and with respect to other matters which may
properly come before the meeting. At the date of this circular, management of
the Company knows of no such amendments or other matters.

VOTING SHARES

The holders of Subordinate Voting Shares and Multiple Voting Shares are
entitled to receive notice of any meeting of shareholders of the Company and to
attend and vote thereat, except those meetings where only the holders of shares
of another class or of a particular series are entitled to vote. On November
26, 2003, the Company had outstanding 98,286,373 Subordinate Voting Shares and
76,785,976 Multiple Voting Shares. Each shareholder of record at the close of
business on December 17, 2003, the record date established for notice of the
meeting, and for voting in respect of the meeting, will be entitled to 1 vote
for each Subordinate Voting Share and 10 votes per share for each Multiple
Voting Share held by him/her on all matters proposed to come before the
meeting.

Principal Holders of Voting Securities

As at November 26, 2003, the only persons or companies who owned of record, or
who, to the knowledge of the directors and officers of the Company, owned
beneficially, directly or indirectly, or exercised control or direction over,
shares of the Company carrying more than 10% of the voting rights attached to
any class of outstanding shares of the Company entitled to vote in connection
with any matters being proposed for consideration at the meeting were as
follows:

|                                                                            |  |                           |  |           |  |            |            |          |  |            |       |   |  |  |  | 
|--------------------------------------------------------------------------- |  | ------------------------- |  | --------- |  | ---------- | ---------- | -------- |  | ---------- | ----- | - |  |  |  | 
|                                                                            |  |                           |  |           |  | Type of    |            | No. of   |  | Percentage
|Name and Address                                                            |  | Class of Securities       |  | Ownership |  | Securities |            | of Class
|                                                                            |  |                           |  |           |  |            |            |         
|CanWest Communications                                                      |  | Multiple Voting Shares    |  | Direct    |  |            | 76,785,976 |          |  |            | 100.0 | %
|Corporation(1)                                                              |  | Subordinate Voting Shares |  | Direct    |  |            | 3,462,874  |          |  |            | 3.5   | %
|31st Floor, TD Centre
201 Portage Avenue
Winnipeg, Manitoba, Canada
R3B 3L7 |  |                           |  |           |  |            |            |          |  |            |       |   |  |  |  | 
|AIC Group of Funds                                                          |  | Subordinate Voting Shares |  | Direct    |  |            | 11,911,838 |          |  |            | 12.1  | %
|1375 Kearns Road
Burlington, Ontario, Canada
L7P 4V7                        |  |                           |  |           |  |            |            |          |  |            |       |   |  |  |  | 
|AIM Funds Group                                                             |  | Subordinate Voting Shares |  | Direct    |  |            | 15,672,777 |          |  |            | 16.0  | %
|120 Bloor Street East
Toronto, Ontario
M4W 1B7                              |  |                           |  |           |  |            |            |          |  |            |       |   |  |  |  | 



|(1) |  | Indirectly owned and controlled by trusts for the benefit of members of
the family of the late I.H. Asper, including David A. Asper, Gail S. Asper
and Leonard J. Asper who are senior officers and directors of the Company
and Mrs. Ruth M. Asper. Mrs. Ruth M. Asper and the relevant trusts
indirectly own and control 100% of the voting shares of CanWest
Communications Corporation (CanWest Communications) (see Voting Trust
Agreement).
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Voting Trust Agreement

All of the Companys multiple voting shares and 3,462,894 of its subordinate
voting shares are held by CanWest Communications. The shares of CanWest
Communications are indirectly owned and controlled by, and trusts for the
benefit of members of the family of the late I.H. Asper, including his three
children, David Asper, Gail Asper and Leonard Asper, and by Mr. I.H. Aspers
widow, Mrs. Ruth M. Asper.

CanWest Communications, certain of its affiliates, the trusts, Mrs. Ruth M.
Asper and her three children have entered into a voting trust which requires
the Company shares held by CanWest Communications to be voted as Mrs. Ruth M.
Asper and the three children (as the voting trustees) jointly determine.

The voting trust also requires the shares held by CanWest Communications to be
voted in favour of nominees to the CanWest Board of Directors who are nominated
by David Asper, Gail Asper and Leonard Asper, and who together will be
sufficient to constitute at least a majority of the board, but as close to a
simple majority as possible. For this purpose, each of David Asper, Gail Asper
and Leonard Asper are entitled to nominate an equal number of the nominees
making up that majority. Such nominees will be provided to the Governance and
Nominating Committee of the Board which has overall responsibility for
recommending nominees to the Board of Directors.

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##### 



Stock Exchange Required Agreement Regarding Multiple Voting Shares

In compliance with the rules of certain Canadian stock exchanges, CanWest
Communications entered into a trust agreement dated October 9, 1991 with the
Company and Montreal Trust Company of Canada (as trustee for the holders of the
Subordinate Voting Shares, from time to time), as amended by a trust agreement
amendment dated May 15, 1996 and a trust amendment dated January 29, 1998 (as
amended, the MVS Agreement). The MVS Agreement provides the holders of
Subordinate Voting Shares with certain rights in the event that a take-over bid
having certain characteristics is made for the Multiple Voting Shares. A
take-over bid, generally defined, is an offer to acquire outstanding equity or
voting shares where, as a result thereof, the offeror would own more than 20%
of the shares of the class which is the subject of the bid. Under applicable
securities law, an offer to purchase Multiple Voting Shares would not
necessarily require that an offer be made to purchase Subordinate Voting
Shares.

The MVS Agreement would prevent the sale, directly or indirectly, of Multiple
Voting Shares owned by CanWest Communications pursuant to a take-over bid, at a
price per share in excess of 115% of the then current market price of the
Subordinate Voting Shares as determined under such legislation. This
prohibition would not apply if: (a) such sale is made pursuant to an offer to
purchase Multiple Voting Shares made to all holders of Multiple Voting Shares
and an offer identical in all material respects is made concurrently to
purchase Subordinate Voting Shares, which identical offer 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 Multiple Voting Shares; or (b)
there is a concurrent unconditional offer to purchase all of the Subordinate
Voting Shares at a price per share at least as high as the highest price per
share paid pursuant to the take-over bid for the Multiple Voting Shares.

The MVS Agreement will not prevent certain indirect sales resulting from the
acquisition of shares of a corporation which, directly or indirectly, controls
or is controlled by, CanWest Communications or the Company where the transferor
and transferee are members of the Asper Family, the transferee is the child or
grandchild of the transferor, and the sale is otherwise made in accordance with
applicable law. The phrase Asper Family is defined to mean (i) the late I.H.
Asper, (ii) Mrs. Ruth M. Asper, (iii) any issue of Mr. Asper (treating for this
purpose any legally adopted descendant as a natural descendant), (iv) his
estate, (v) any trust primarily for the benefit of the issue of the late Mr.
Asper, spouses of such issue, and Mrs. Ruth M. Asper and (vi) any and all
corporations which are directly or indirectly 100% controlled by one or more of
the foregoing. Spouse includes a persons widow or widower.

The MVS Agreement will also not prevent sales of Multiple Voting Shares,
directly or indirectly, to The Asper Foundation Inc. or any other charitable
foundation which is a registered charity for the purposes of the Income Tax Act
(Canada) (a Foundation), provided that a majority of the directors of the
Foundation at the time of the sale are one or more of a spouse, a child or
grandchild, or a spouse of a child or grandchild of the transferor (where
spouse includes a widow or widower), or certain indirect sales of Multiple
Voting Shares in circumstances in which the purchaser would not, as a result of
the sale, hold indirectly more than 20% of the Multiple Voting Shares.

On January 20, 2000 shareholders approved an amended and restated trust
agreement (the Amended and Restated MVS Agreement) to which certain Asper
family trusts would become party. The amendment is pursuant to an estate plan
which was prepared for the late I.H. Asper and his family which, if
implemented, would result in the 76,785,976 Multiple Voting Shares and
3,462,874 Subordinate Voting Shares of the Company currently held by CanWest
Communications Corporation becoming registered in the names of the trustees of
three family trusts: The David Asper Trust, The Gail Asper Trust and The
Leonard Asper Trust. The shares of the Company held by CanWest Communications
would be split equally among the three trusts. The trustees of each of the
trusts are Mrs. Ruth M. Asper, Fred de Koning and Richard Leipsic, and the
beneficiaries of the trusts are members of the Asper family, the Asper
Foundation and other charitable organizations.

The Amended and Restated MVS Agreement contains terms and conditions very
similar to the existing MVS Agreement except for a number of technical changes
reflecting that the registered owners of Multiple Voting Shares will be the
family trusts as opposed to CanWest Communications, and except for amendments
to paragraphs 2(c) and 2(d) of the Trust Agreement which are designed to
provide the Asper family with certain flexibility required to implement the
proposed estate plan. This flexibility consists of: (i) permitting Mrs. Ruth
M. Asper and the issue of the late Mr. I.H. Asper to be eligible direct holders
of Multiple Voting Shares; (ii) permitting Mrs. Ruth M. Asper and the issue of
the late Mr. I.H. Asper to be eligible as beneficiaries of a trust which holds
Multiple Voting Shares; (iii) permitting a trust which is primarily, rather
than exclusively, for the benefit of the issue of the late Mr. I.H. Asper,
spouses of such issue, or Mrs. Ruth M. Asper, to hold Multiple Voting Shares;
and (iv) permitting a corporation which is 100% controlled by, rather than 100%
owned and controlled by, Mrs. Ruth M. Asper, any issue of the late Mr. I.H.
Asper or any trust primarily for the benefit of any issue of the late Mr. I.H.
Asper or spouses of such issue to hold Multiple Voting Shares.

The Amended and Restated MVS Agreement will be entered into and become
effective upon the Trusts becoming the registered owners of the Multiple Voting
Shares and Subordinate Voting Shares currently registered in the name of
CanWest Communications or on a date specified by the Board of Directors. No
determination has been made to take these steps.

NON-VOTING SHARES

The Company also has authorized an unlimited number of Non-Voting Shares to
facilitate foreign investment in the Company. Holders of Non-Voting Shares are
entitled to receive notice of and attend any meeting of shareholders of the
Company, except those meetings where only the holders of shares of another
class or of a particular series are entitled to vote. The Companys
outstanding Multiple Voting Shares and Subordinate Voting Shares are
convertible on a one-for-one basis into Non-Voting Shares at the option of the
holder, while the Non-Voting Shares are convertible on a one-for-one basis into
Subordinate Voting Shares only if transferred to or held by a Canadian holder

4





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##### 



(as defined in Restrictions on Issuance and Transfer of Shares contained in
the Articles of Amendment of the Company filed June 4, 1996). Generally
speaking, a Canadian is a citizen or permanent resident of Canada or a
corporation or other entity where the chief executive officer and 80% of the
board members are Canadian, 80% of the voting shares are beneficially owned and
controlled by Canadians, and, if it is a subsidiary, 66-2/3% of the voting
shares of its parent corporation are held by Canadians, and, where relevant,
the parent does not influence any programming decisions of the subsidiary. On
November 26, 2003, the Company had outstanding 2,066,405 Non-Voting Shares.

CONSTRAINED SHARE PROVISIONS

The Companys articles state, in effect, that: (i) the maximum aggregate
holdings of voting shares by non-Canadian holders are limited to 33-1/3% of the
total number of voting shares of the Company; and (ii) the maximum individual
holdings of the shares of the Company by any single shareholder and its
associates are limited to (a) the maximum number of shares which a person may,
in the opinion of the Board of Directors, own, beneficially own or control,
without (I) changing the effective control of the Canadian broadcasting
undertakings of the Company; (II) resulting in a person, or a person and its
associates, who controls less than 30% of the issued voting shares of the
Company or of any person that directly or indirectly has effective control of
the Company, having control of 30% or more of such voting shares; (III)
resulting in a person, or a person and its associates, who owns less than 50%
of the issued shares of the Company or of any person that directly or
indirectly has effective control of the Company, owning 50% or more of such
issued shares; or (IV) conflicting with the conditions of the broadcasting
licences held by the Company or its subsidiaries with respect to changes in the
ownership or effective control of the Companys broadcasting undertakings (any
of the events described in clauses (I), (II), (III) and (IV) being a Change of
Control Transaction) where the Change of Control Transaction does not have the
prior approval of the Canadian Radio-television and Telecommunications
Commission; and (b) the maximum number of voting shares that may be issued or
transferred to a non-Canadian holder without non-Canadian holders, in the
aggregate, holding voting shares in excess of the maximum aggregate holdings.
The Companys articles also describe as the Constrained Class the class of
persons to whom an issue or transfer of shares may, in the opinion of the Board
of Directors, adversely affect the Companys ability to qualify under any law
to carry on its business or to obtain or retain any broadcasting license,
including in relation to the maximum aggregate holdings, a non-Canadian holder
and, in relation to the maximum individual holdings, any person who is a
non-Canadian holder or who, in the opinion of the directors, intends to engage
in a Change of Control transaction without the prior approval of the Canadian
Radio-television and Telecommunications Commission.

In the event that an issuance or transfer of shares to a shareholder would
cause the shareholder to hold shares in excess of the maximum individual
holdings or would result in the number of shares held by persons in the
Constrained Class exceeding the maximum aggregate holdings described above,
then the articles of the Company authorize the Board of Directors to refuse to
issue a share or register a transfer of a share to such shareholder.

Pursuant to the regulations under the CBCA, if Voting Shares held by or on
behalf of a person in the Constrained Class exceed the maximum individual
holdings, the Shares held by or on behalf of that person may not be voted. The
regulations under the CBCA also provide that any corporation or trust which was
not a person in the Constrained Class but becomes a person in the Constrained
Class will no longer be permitted to exercise the voting rights attached to the
Voting Shares that it holds.

DIRECTORS

The following provides background information on each person proposed to be
nominated for election as a director and each person whose term of office as a
director will continue after the meeting.

|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Leonard J. Asper |  | Mr. Asper, a lawyer, joined CanWest in 1991 as Associate
General Counsel for the Companys Global Television
station in Ontario. Thereafter, he held various
positions in Corporate Development, and was Chief
Operating Officer. Mr. Asper took over the Presidency of
the Company in 1999. He serves as Chairman of the Board
of the Global Television Network and various other
CanWest Global subsidiaries. Mr. Asper is a 2002
recipient of the Top 40 Under 40, a business award
recognizing achievement in Canada by top individuals less
than 40 years of age. As well, he was named CEO of the
Year by Playback magazine in 2001, a trade publication
for the Canadian television and film production
community. Mr. Asper was elected to the CanWest Board in
January 1997.
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|David A. Asper   |  | Mr. Asper, a lawyer, joined the Company in 1992 and has
had various responsibilities covering corporate
development and broadcast operations. As a member of the
Executive Management Committee, Mr. Asper has been
actively engaged in the planning and implementation of
broad corporate strategy. He is Chairman of The National
Post. Mr. Asper was elected to the CanWest Board in
January 1997.                                                                                                                                                                                                                                                                                                                                                                                  

5



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|                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------------------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Gail S. Asper                                          |  | Ms. Asper, a lawyer, has been
with the Company since 1989
serving as General Counsel
until 1998 and as Corporate
Secretary since 1990. While
her primary responsibilities
relate directly to the
Companys Board of Directors,
she is also President of the
CanWest Global Foundation.
She is also managing director
of The Asper Foundation and
serves as a director on the
boards of a number of major
public companies. Ms. Asper
was elected to the CanWest
Board in February 1992.                                                                                                                                                        
|                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Dr. Lloyd I.
Barber, C.C.,
S.O.M., LL.D.               |  | Dr. Barber is President
Emeritus of the University of
Regina. He was appointed an
Officer of the Order of
Canada in 1978 and was
elevated to Companion of the
Order in 1993. He serves as
a director of several major
public Canadian. Dr. Barber
was elected to the Board in
February 1992.                                                                                                                                                                                                                                                                                                                                                   
|                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Jalynn H.
Bennett, CM                                  |  | Ms. Bennett is President of
Jalynn H. Bennett &
Associates Ltd., a
Toronto-based consulting
firm. She has served, and
continues to serve on a
number of corporate and
not-for-profit boards in
Canada. Ms. Bennett was
elected to the Board in
January 1998.                                                                                                                                                                                                                                                                                                                                                                                   
|                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Lord Black of
Crossharbour,
P.C. (Can),
O.C., K.C.S.G. |  | Lord Black is Chairman of the
Board of Directors of
Hollinger Inc. and Hollinger
International Inc. and
Chairman of The Telegraph
Group, Ltd. He joined the
CanWest Board of Directors in
November, 2000. Lord Black
is also a director of several
other Canadian public
companies.                                                                                                                                                                                                                                                                                                                                                            
|                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Ronald Daniels                                         |  | Mr. Daniels is the Dean of
the Faculty of Law,
University of Toronto, a
position he has held since
1995. He is active in public
policy reformation and has
contributed to several public
task forces. He was chair of
the Ontario Task Force on
Securities Regulative and is
a member of Toronto Stock
Exchange Commission on
Corporate Governance. He
also serves as a director on
the board of several public
companies. Professor Daniels
is proposed for election as a
director to the CanWest Board
of Directors in January 2004.                                                                                                         
|                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|David J.
Drybrough, FCA                                |  | A Chartered Accountant by
training, Mr. Drybrough is a
Winnipeg native and has been
Vice President, Finance of
Winnipeg-based Gendis Inc.
since his retirement in 1997
from the accounting firm
PricewaterhouseCoopers LLP,
then known as Coopers &
Lybrand. Mr. Drybrough
serves on the Boards Audit
Committee, increasing the
strength of professional
accounting expertise on that
committee. Mr. Drybrough was
appointed to the Board in
March 2003.                                                                                                                                                                                      
|                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Paul
V.
Godfrey, C.M.                                  |  | Mr. Godfrey is President and
Chief Executive Officer of
the Toronto Blue Jays
Baseball Club, a position he
has held since September 1,
2000. From November 1992
until June 2000, Mr. Godfrey
was President and Chief
Executive Officer of The
Toronto Sun. He serves as a
director of a number of major
public Canadian companies and
is actively involved in many
charitable organizations.
Mr. Godfrey has received many
honours including the City of
Torontos highest award, the
Civic Award of Merit, and is
a member of the Order of
Canada. Mr. Godfrey is
proposed for election as a
director to the Board of
CanWest in January 2004.
|                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|The Hon.
Frank McKenna,
P.C., Q.C.                     |  | A lawyer, politician, and
businessman, Mr. McKenna won
three mandates as Premier of
New Brunswick and achieved
national prominence for his
leadership. After ten years
as premier, Mr. McKenna
decided to leave politics in
1997 and now devotes his time
to the practice of law with
McInnes Cooper, an Atlantic
Canada law firm and as well,
he serves as a director on
the board of a number of
major public companies. He
joined the CanWest Board in
July 1999 and is currently
Interim Chairman.                                                                                                                                         
|                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|F. David Radler                                        |  | Mr. Radler is Deputy
Chairman, President and Chief
Operating Officer of
Hollinger Inc. and has been a
director of Hollinger Inc.
from 19841. Mr. Radler was
appointed to the CanWest
Board in November 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                   



---

|1 |  | CanWest acquired its Canadian newspaper operations from Hollinger
International Inc. in 2000. CanWest continues to be indebted to the
Hollinger group under notes issued on the purchase and is currently in
a dispute with the group regarding post-closing price adjustments
relating to that transaction. As well, a company affiliated with by
Lord Black and Mr. F. David Radler, provides management services for
CanWests newspaper operations under a management agreement entered
into in connection with the purchase. Lord Black recently resigned as
Chief Executive Officer of Hollinger International Inc. and Mr. Radler
recently resigned as President and Chief Operating Officer and director
of Hollinger International Inc.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6





---



##### 



BOARD OF DIRECTORS MEETINGS HELD
AND ATTENDANCE OF DIRECTORS

The information presented below reflects Board and Committee meetings held and
attendance of Directors for the year ended August 31, 2003.

Summary of Board and Committee Meetings Held:

|                          |  |  |   | 
|------------------------- |  |  | - | 
|Board of Directors        |  |  | 9 | 
|a) Audit Committee        |  |  | 7 | 
|b) Compensation Committee |  |  | 4 | 
|c) Executive Committee    |  |  | 4 | 
|d) Pensions Committee     |  |  | 1 | 

Summary of Attendance of Directors:

|                               |  |                |  |                    |     |  |  | 
|------------------------------ |  | -------------- |  | ------------------ | --- |  |  | 
|                               |  | Board Meetings |  | Committee Meetings
|                               |  | Attended       |  | Attended          
|I.H. Asper                     |  | 9 of 9         |  | 8 of 8            
|D.A. Asper                     |  | 9 of 9         |  | 4 of 5            
|G.S. Asper                     |  | 9 of 9         |  |                    | n/a | 
|L.J. Asper                     |  | 9 of 9         |  | 4 of 4            
|Dr. Lloyd I. Barber            |  | 8 of 9         |  | 14 of 16          
|Jalynn H. Bennett              |  | 9 of 9         |  | 12 of 12          
|The Lord Black of Crossharbour |  | 6 of 9         |  |                    | n/a | 
|The Hon. Frank J. McKenna      |  | 9 of 9         |  | 10 of 11          
|F. David Radler                |  | 8 of 9         |  | 4 of 4            
|David J. Drybrough             |  | 3 of 3         |  | 2 of 2            

ELECTION OF DIRECTORS

The number of directors to be elected at the meeting has been set by the Board
of Directors pursuant to the By-laws of the Company to be eleven. The
management representatives designated in the enclosed form of proxy intend to
vote for the election as directors of the proposed nominees whose names are set
out below. Except as indicated below, all such nominees are now directors and
have been directors since the dates indicated below. Management does not
contemplate that any of the proposed nominees will be unable to serve as a
director but, if that should occur for any reason prior to the meeting, the
management representatives designated in the enclosed form of proxy reserve the
right to vote for another nominee at their discretion. Each director elected
will hold office until the next annual meeting or until his/her successor is
elected or appointed. In fiscal 2003, the Company had an Executive Committee,
an Audit Committee, a Compensation Committee and a Pensions Committee. The
members of such committees are indicated below.

7





---



##### 



|                                   |  |                        |  |                          |  |                             |  |                    |    |                   |         |               |        |  |  |  |  |  |  | 
|---------------------------------- |  | ---------------------- |  | ------------------------ |  | --------------------------- |  | ------------------ | -- | ----------------- | ------- | ------------- | ------ |  |  |  |  |  |  | 
|                                   |  | Major Positions with   |  |                          |  |                             |  |                    |    |                   |         | Ownership or  |        |  |  | 
|                                   |  | COMPANY AND            |  | Principal                |  | Director                    |  | Control Over       |    | Stock            
|Name                               |  | Significant Affiliates |  | Occupation               |  | Since                       |  | Voting Securities  |    | Options          
|                                   |  |                        |  |                          |  |                             |  |                    |    |                  
|David A. Asper(1) (4)              |  | Director               |  | Executive Vice President |  | January 1997                |  |                    | (3 | )                 |         |               | 63,622 | 
|                                   |  |                        |  |                          |  | of the Company and          |  |                    |    |                   |         |               |        |  |  |  |  | 
|                                   |  |                        |  |                          |  | Chairman of The             |  |                    |    |                   |         |               |        |  |  |  |  | 
|                                   |  |                        |  |                          |  | National Post               |  |                    |    |                   |         |               |        |  |  |  |  | 
|Gail S. Asper                      |  | Secretary              |  | Secretary of             |  | February 1992               |  |                    | (3 | )                 |         |               | 33,850 | 
|                                   |  |                        |  |                          |  | the Company                 |  |                    |    |                   |         |               |        |  |  |  |  | 
|Leonard J. Asper(1)                |  | President and Chief    |  | President and            |  | January 1997                |  | 14,000 Subordinate |    |                   | 181,525 |              
|                                   |  | Executive Officer      |  | Chief Executive Officer  |  |                             |  |                    |    | Voting shares (3) |         |               |        | 
|                                   |  |                        |  |                          |  | of the Company              |  |                    |    |                   |         |               |        |  |  |  |  | 
|Dr. Lloyd I. Barber,               |  | Director               |  | President Emeritus,      |  | February 1992               |  | 1,000 Subordinate  |    |                   | 46,706  |              
|C.C., S.O.M., LL.D.(1) (2) (4) (5) |  |                        |  |                          |  | University of Regina        |  |                    |    |                   |         | Voting Shares |        |  |  | 
|Jalynn H. Bennett                  |  | Director               |  | President, Jalynn H.     |  | January 1998                |  | 2,225 Subordinate  |    |                   | 39,112  |              
|C.M. (2)(4)(5)                     |  |                        |  |                          |  | Bennett and
Associates Ltd. |  |                    |    |                   |         | Voting shares |        |  |  | 
|The Lord                           |  | Director               |  | Chairman of the Board    |  | November 2000               |  | Nil                |    |                   | 22,500  |              
|Black of Crossharbour              |  |                        |  |                          |  | and Chief Executive         |  |                    |    |                   |         |               |        |  |  |  |  | 
|P.C. (Can) O.C. K.C.S.G            |  |                        |  |                          |  | Officer of Hollinger Inc.   |  |                    |    |                   |         |               |        |  |  |  |  | 
|Ronald Daniels                     |  |                        |  |                          |  | Dean, Faculty of Law        |  |                    |    |                   |         |               |        |  |  |  |  | 
|                                   |  |                        |  |                          |  | University of Toronto       |  |                    |    |                   |         |               |        |  |  |  |  | 
|David J. Drybrough,                |  | Director               |  | Vice President,          |  | March 2003                  |  | Nil                |    |                   | 7,500   |              
|FCA (5)                            |  |                        |  |                          |  | Finance of Gendis Inc.      |  |                    |    |                   |         |               |        |  |  |  |  | 
|Paul V. Godfrey                    |  |                        |  |                          |  | President and Chief         |  |                    |    |                   |         |               |        |  |  |  |  | 
|                                   |  |                        |  |                          |  | Executive Officer of The    |  |                    |    |                   |         |               |        |  |  |  |  | 
|                                   |  |                        |  |                          |  | Toronto Blue Jays           |  |                    |    |                   |         |               |        |  |  |  |  | 
|                                   |  |                        |  |                          |  | Baseball Club               |  |                    |    |                   |         |               |        |  |  |  |  | 
|The Honourable                     |  | Interim Chairman       |  | Counsel, McInnes         |  | July 1999                   |  | 2,000 Subordinate  |    |                   | 33,797  |              
|Frank J. McKenna, P.C.(2)(5)       |  | of the Board           |  | Cooper & Robertson       |  |                             |  |                    |    | Voting Shares     |         |               |        | 
|F. David Radler(1)                 |  | Director               |  | Deputy Chairman of the   |  | November 2000               |  | 6,000 Subordinate  |    |                   | 22,500  |              
|                                   |  |                        |  |                          |  | Board, President and        |  |                    |    |                   |         | Voting Shares |        |  |  | 
|                                   |  |                        |  |                          |  | Chief Operating Officer     |  |                    |    |                   |         |               |        |  |  |  |  | 
|                                   |  |                        |  |                          |  | of Hollinger Inc.           |  |                    |    |                   |         |               |        |  |  |  |  | 



|(1) |  | Member of the Executive Committee.                                                                                                                                                                                                                                                                                                  
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Member of the Compensation Committee.                                                                                                                                                                                                                                                                                               
|   
|(3) |  | Trusts for the benefit of members of the family of the late I.H. Asper,
including David A. Asper, Gail S. Asper and Leonard J. Asper, and Mrs.
Ruth M. Asper indirectly own and control CanWest Communications which, in
turn, owns 100% of the Multiple Voting Shares and 3,462,874 Subordinate
Voting Shares. See Voting Shares.
|   
|(4) |  | Member of the Pensions Committee                                                                                                                                                                                                                                                                                                    
|   
|(5) |  | Member of the Audit Committee.                                                                                                                                                                                                                                                                                                      

Each of the foregoing persons, with the exceptions of Mr. Daniels, Mr.
Drybrough and Mr. Godfrey were elected to his or her present term of office by
the shareholders of the Company at a meeting in respect of which the Company
circulated a management information circular to shareholders.

8





---



##### 



REMUNERATION OF EXECUTIVE OFFICERS AND DIRECTORS

Compensation of Named Executive Officers

The Summary Compensation Table details compensation information for the three
fiscal years ended August 31, 2003, for the Chief Executive Officer and the
four other most highly compensated executive officers of the Company (the
named executive officers) for services rendered in all capacities with
respect to the fiscal year ended August 31, 2003.

SUMMARY COMPENSATION TABLE

|                                                   |  |                     |      |         |  |        |         |                               |  |                                   |         |                       |  |  |        |  |  |              |        |  |  |  |   | 
|-------------------------------------------------- |  | ------------------- | ---- | ------- |  | ------ | ------- | ----------------------------- |  | --------------------------------- | ------- | --------------------- |  |  | ------ |  |  | ------------ | ------ |  |  |  | - | 
|                                                   |  |                     |      |         |  |        |         |                               |  |                                   |         |                       |  |  |        |  |  | Long Term    |        |  |  | 
|                                                   |  |                     |      |         |  |        |         |                               |  |                                   |         |                       |  |  |        |  |  | Compensation |        |  |  | 
|                                                   |  | Annual Compensation |      | Awards  |  |        |         |                              
|                                                   |  |                     |      |         |  |        |         |                               |  |                                   |         |                       | 
|Name andPrincipalPosition                          |  | Year                |      | Salary$ |  | Bonus$ |         | Other AnnualCompensation$ (1) |  | SecuritiesUnderOptionsGranted (2) |         | AllOtherCompensation$
|                                                   |  |                     |      |         |  |        |         |                               |  |                                   |         |                      
|L.J. Asper                                         |  |                     | 2003 |         |  |        | 650,000 |                               |  |                                   | 678,906 |                       |  |  |       |  |  |              | 60,000 |  |  |  |  | 
|President & Chief                                  |  |                     | 2002 |         |  |        | 540,800 |                               |  |                                   |        |                       |  |  |       |  |  |              |       |  |  |  |  | 
|Executive Officer,                                 |  |                     | 2001 |         |  |        | 520,000 |                               |  |                                   |        |                       |  |  |       |  |  |              | 30,000 |  |  |  |  | 
|CanWest Global
Communications
Corp.                |  |                     |      |         |  |        |         |                               |  |                                   |         |                       |  |  |        |  |  |              |        |  |  |  |   | 
|R.G. Calvert (3)                                   |  |                     | 2003 |         |  |        | 400,000 |                               |  |                                   | 350,000 |                       |  |  |       |  |  |              | 12,500 |  |  |  |  | 
|Senior Vice                                        |  |                     | 2002 |         |  |        | 312,500 |                               |  |                                   | 18,125  |                       |  |  |       |  |  |              |       |  |  |  |  | 
|President,                                         |  |                     | 2001 |         |  |        | 300,000 |                               |  |                                   | 105,500 |                       |  |  |       |  |  |              |       |  |  |  |  | 
|Operations, CanWest
Media Inc.                     |  |                     |      |         |  |        |         |                               |  |                                   |         |                       |  |  |        |  |  |              |        |  |  |  |   | 
|R.C. Camilleri (4)                                 |  |                     | 2003 |         |  |        | 600,000 |                               |  |                                   | 360,000 |                       |  |  |       |  |  |              | 20,000 |  |  |  |  | 
|Chief Operating Officer                            |  |                     | 2002 |         |  |        | 100,000 |                               |  |                                   |        |                       |  |  |       |  |  |              | 50,000 |  |  |  |  | 
|(Operations) of CanWest
GlobalCommunications
Corp. |  |                     |      |         |  |        |         |                               |  |                                   |         |                       |  |  |        |  |  |              |        |  |  |  |   | 
|D.G. Hoover                                        |  |                     | 2003 |         |  |        | 411,600 |                               |  |                                   | 311,375 |                       |  |  | 3,170  |  |  |              | 6,250  |  |  |  |  | 
|Senior Vice President,                             |  |                     | 2002 |         |  |        | 400,000 |                               |  |                                   | 150,000 |                       |  |  | 3,419  |  |  |              |       |  |  |  |  | 
|Programming &                                      |  |                     | 2001 |         |  |        | 360,416 |                               |  |                                   | 100,000 |                       |  |  | 5,830  |  |  |              | 9,375  |  |  |  |  | 
|Promotion, Global
Television Network Inc.          |  |                     |      |         |  |        |         |                               |  |                                   |         |                       |  |  |        |  |  |              |        |  |  |  |   | 
|T.C. Strike                                        |  |                     | 2003 |         |  |        | 500,000 |                               |  |                                   | 316,500 |                       |  |  | 12,714 |  |  |              | 40,000 |  |  |  |  | 
|Chief Operating Officer,                           |  |                     | 2002 |         |  |        | 500,000 |                               |  |                                   | 60,000  |                       |  |  | 13,278 |  |  |              |       |  |  |  |  | 
|(Corporate) of CanWest                             |  |                     | 2001 |         |  |        | 475,000 |                               |  |                                   |        |                       |  |  | 23,755 |  |  |              | 20,000 |  |  |  |  | 
|Global Communications
Corp.                        |  |                     |      |         |  |        |         |                               |  |                                   |         |                       |  |  |        |  |  |              |        |  |  |  |   | 



|(1) |  | The value of perquisites and benefits for each named executive officer is
less than the lesser of $50,000 and 10% of the total annual base
compensation and bonuses. Amounts shown reflect imputed interest benefit
on loans pursuant to other indebtedness.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Option exercise price per share was market price per share of the
Subordinate Voting Shares as at the date the options were granted.                                                                                                                        
|   
|(3) |  | Mr. Calvert was appointed to his present position January 27, 2003.                                                                                                                                                                                         
|   
|(4) |  | Mr. Camilleri was appointed to his present position July 1, 2002.                                                                                                                                                                                           

9





---



##### 



Executive Employment Agreements

Leonard J. Asper

The Company has entered into a management services agreement with CanWest
Direction Ltd. (Direction) with respect to the services of Leonard J. Asper.
In respect of services provided by Leonard J. Asper as President and Chief
Executive Officer of the Company, the agreement provides for a base annual fee
of $650,000 and incentive fees up to 150% of base fee based upon agreed
financial and personal objectives and includes health, life insurance, pension
and similar benefits available to all the Companys executives. The agreement
requires that Mr. Asper not engage or invest in, own, manage, operate, finance,
control or participate in any business that competes with the Company for a
period of 12 months following expiration of his employment with the Company.
Should Direction terminate the agreement within six months following a change
in control of the Company, Direction is entitled to receive 18 months basic
fees and pro-rated incentive fees for the fiscal year in which the termination
occurs.

Robert G. Calvert

The Company has entered into an employment agreement with Robert Calvert, its
Senior Vice President, Operations. The agreement provides for a base annual
salary of $400,000, incentive compensation up to 60% of base salary based upon
agreed financial and personal objectives and includes health, life insurance,
pension and similar benefits available to all the Companys executives.

In the event of Mr. Calverts resignation or termination of employment by the
Company, he is precluded from entering into a consulting arrangement or
employment by companies engaged in television broadcasting or newspaper
operations other than CanWest in any market where the Company has operations
for a period of up to 12 months subsequent to leaving CanWest. Mr. Calvert is
entitled to 24 months salary in the event of termination of employment without
just cause, death or permanent disability, or resignation of employment after
August 31, 2004.

Richard C. Camilleri

The Company has entered into an employment agreement with Richard C. Camilleri,
its Chief Operating Officer (Operations). The agreement provides for a base
annual salary of $600,000, incentive compensation up to 60% of base salary
based upon agreed financial and personal objectives and includes health, life
insurance, pension and similar benefits available to all the Companys
executives. The agreement provides the Company with the right to preclude Mr.
Camilleri from employment by companies other than CanWest in the countries in
which CanWest has operations for a period of up to 18 months subsequent to
leaving CanWest. Under such circumstances, Mr. Camilleri is entitled to
continue to receive salary and health benefits for a period up to 18 months.

OPTION GRANTS DURING THE MOST RECENTLY COMPLETED
FINANCIAL YEAR

The Company has adopted an Executive Stock Option Plan as part of its Amended
and Restated Combined Share Compensation Plan under which directors and
eligible executives of the Company are entitled to receive options to acquire
Subordinate Voting Shares or Non-Voting Shares, depending upon each executives
citizenship. The Executive Stock Option Plan is administered by the Board of
Directors of the Company, which establishes the option price per share on the
date on which any options are granted. In all cases, the option price per
share has been the market value of the Subordinate Voting Shares as at the date
the option was granted and in no case has the option term exceeded 10 years.
Options granted up to December 31, 1995 are exercisable in equal annual
instalments over a 5-year period at any time in each year, unless the Board of
Directors determines otherwise. Options granted from January 1, 1996 to
January 1, 2000 vest in equal annual instalments over five years in the twelfth
month of each year of the option with the exceptions of options granted to
Directors which vest immediately, and options granted to P.D. Viner in July
1997 and in July 1998 which vested in equal annual amounts over the period to
July 2002. Options granted after January 1, 2000 and before November 2002 are
exercisable over a six year period with one third of the options vesting after
every two years. Options granted subsequent to November 2002 are exercisable
over a five year period with 40% vesting after 2 years and 20% vesting each
year thereafter. The aggregate number of Subordinate Voting Shares and
Non-Voting Shares which have been reserved for issue under this plan, together
with any Subordinate Voting Shares and Non-Voting Shares reserved for issue
under any options for service or other employee stock purchase or option plans
established from time to time may not exceed an aggregate of approximately 13.8
million shares and no individual optionee may hold options to purchase an
aggregate number of Subordinate Voting Shares and Non-Voting Shares in excess
of 5% of the issued and outstanding Subordinate Voting Shares and Non-Voting
Shares at the date of the grant of the option.

Options granted to Executives since November 2002 are granted according to a
formula which is, in part, based upon achievement of specified financial
objectives. Directors of the Company received options in January 2003 in
respect of the fiscal year ended August 31, 2002 and in November 2003 in
respect of the fiscal year ended August 31, 2003. The Board of Directors has
determined that directors will not receive grants of options in the future and
have approved introduction of a Deferred Share Unit Plan (see Remuneration of
Directors).

10





---



##### 



Information as to options granted in respect of fiscal 2003 to named executive
officers of the Company under the Executive Stock Option Plan is shown in the
table below:

|               |  |                    |        |                 |  |            |      |                     |  |                   |       |                    |  |                 |       |  |  |               |  | 
|-------------- |  | ------------------ | ------ | --------------- |  | ---------- | ---- | ------------------- |  | ----------------- | ----- | ------------------ |  | --------------- | ----- |  |  | ------------- |  | 
|               |  |                    |        |                 |  |            |      |                     |  |                   |       |                    |  | Market Value of |       |  |  |              
|               |  |                    |        |                 |  | % of Total |      |                     |  |                   |       | Subordinate Voting |  |                 |       | 
|               |  | Subordinate Voting |        | Options Granted |  |            |      |                     |  | Shares Underlying |       |                    |  |                
|               |  | Shares Under       |        | to Employees    |  | Exercise   |      | Options on the Date |  |                   |       |                   
|               |  | Option             |        | in respect of   |  | Price      |      | of Grant            |  | Expiration       
|Name           |  | #                  |        | fiscal 2003     |  | $/Security |      | $/Security          |  | Date             
|L.J. Asper     |  |                    | 30,000 |                 |  |            |      |                     |  |                   | 7.21  |                    |  |                 | 7.21  |  |  | January 2013 
|               |  |                    | 30,000 | (1)             |  |            |      |                     |  |                   | 12.90 |                    |  |                 | 12.90 |  |  | November 2013
|               |  |                    |        |                 |  |            |      |                     |  |                   |       |                    |  |                 |       |  |  |               |  | 
|               |  |                    | 60,000 |                 |  |            | 13.1 | %                   |  |                   |       |                    |  |                 |       |  |  |               |  | 
|               |  |                    |        |                 |  |            |      |                     |  |                   |       |                    |  |                 |       |  |  |               |  | 
|R. Calvert     |  |                    | 12,500 |                 |  |            | 2.7  | %                   |  |                   | 7.21  |                    |  |                 | 7.21  |  |  | January 2013 
|R.C. Camilleri |  |                    | 20,000 |                 |  |            | 4.4  | %                   |  |                   | 7.21  |                    |  |                 | 7.21  |  |  | January 2013 
|D.G. Hoover    |  |                    | 6,250  |                 |  |            | 1.4  | %                   |  |                   | 7.21  |                    |  |                 | 7.21  |  |  | January 2013 
|              
|T.C. Strike    |  |                    | 20,000 |                 |  |            |      |                     |  |                   | 7.21  |                    |  |                 | 7.21  |  |  | January 2013 
|               |  |                    | 20,000 | (1)             |  |            |      |                     |  |                   | 12.90 |                    |  |                 | 12.90 |  |  | November 2013
|               |  |                    |        |                 |  |            |      |                     |  |                   |       |                    |  |                 |       |  |  |               |  | 
|               |  |                    | 40,000 |                 |  |            | 8.7  | %                   |  |                   |       |                    |  |                 |       |  |  |               |  | 
|               |  |                    |        |                 |  |            |      |                     |  |                   |       |                    |  |                 |       |  |  |               |  | 



|(1) |  | Performance based award in respect of fiscal year ended August 31, 2003.
|--- |  | ------------------------------------------------------------------------

AGGREGATE OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
AND FINANCIAL YEAR END OPTION VALUES

Information as to options exercised during the year and unexercised and
outstanding options to purchase Subordinate Voting Shares pursuant to the
Executive Stock Option Plan in respect of the named executive officers of the
Company is shown in the table below:

|               |  |             |   |           |  |                     |   |                      |  |             |        |               |  |  |        |  |  |                      |   |  |  |  |         | 
|-------------- |  | ----------- | - | --------- |  | ------------------- | - | -------------------- |  | ----------- | ------ | ------------- |  |  | ------ |  |  | -------------------- | - |  |  |  | ------- | 
|               |  |             |   |           |  |                     |   |                      |  |             |        |               |  |  |        |  |  | Value of Unexercised
|               |  | Securities  |   | Aggregate |  | Unexercised Options |   | In-The-Money Options
|               |  | Acquired on |   | Value     |  | at August 31, 2003  |   | at August 31, 2003  
|               |  | Exercise    |   | Realized  |  | Exercisable         |   | Unexercisable        |  | Exercisable |        | Unexercisable
|Name           |  | #           |   | $         |  | #                   |   | #                    |  | $           |        | $            
|               |  |             |   |           |  |                     |   |                      |  |             |        |              
|L. J. Asper    |  |             |  |           |  |                     |  |                      |  |             | 57,079 |               |  |  | 64,446 |  |  |                      |  |  |  |  | 103,800 | 
|R. G. Calvert  |  |             |  |           |  |                     |  |                      |  |             |       |               |  |  | 12,500 |  |  |                      |  |  |  |  | 43,250  | 
|R.C. Camilleri |  |             |  |           |  |                     |  |                      |  |             |       |               |  |  | 70,000 |  |  |                      |  |  |  |  | 195,700 | 
|D.G. Hoover    |  |             |  |           |  |                     |  |                      |  |             | 24,991 |               |  |  | 11,147 |  |  |                      |  |  |  |  | 21,625  | 
|T.C. Strike    |  |             |  |           |  |                     |  |                      |  |             | 37,038 |               |  |  | 22,420 |  |  |                      |  |  |  |  | 69,200  | 

EXECUTIVE PENSION BENEFITS

Named executive officers are entitled to retirement compensation benefits under
either a Retirement Compensation Arrangement or a Supplemental Executive
Retirement Arrangement as set out below.

Retirement Compensation Arrangement

Certain senior executives of the Company are covered under a Retirement
Compensation Arrangement (RCA). Under the RCA, the benefit accrual is equal to
2.25% of the executives Final Average Earnings multiplied by the number of
years the executive has been continuously employed by the Company. Final
Average Earnings are defined as the average of the executives salary plus
incentive bonus in each of the best 3 consecutive years out of the last 10
years of the executives employment with the Company. Normal retirement is at
age 62 and the pension is payable for only the lifetime of the executive.
Participants can retire as early as age 50 with 5 years service. Pensions
payable on early retirement will be reduced by 0.5% for each month that
retirement occurs prior to age 62. For purposes of the RCA benefits payable to
the named executive officers indicated below, the Final Average Earnings are
capped at $500,000. Benefits accrued under the RCA are not reduced by any
social security or Canada Pension Plan benefits. The table below shows the
pension amounts which would be payable at normal retirement based on various
levels of compensation and service.

11





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##### 



|              |         |                           |  |    |            |    |  |    |            |    |  |  |            |  |  |  |            |  |  |  |            | 
|------------- | ------- | ------------------------- |  | -- | ---------- | -- |  | -- | ---------- | -- |  |  | ---------- |  |  |  | ---------- |  |  |  | ---------- | 
|Final Average |         | Years of Credited Service
|Earnings      |         | 15                        |  | 20 |            | 25 |  | 30 |            | 35
|              |         |                           |  |    |            |    |  |    |            |   
|$             | 125,000 |                           |  |    | 42,187.50  |    |  |    | 56,250.00  |    |  |  | 70,312.50  |  |  |  | 84,375.00  |  |  |  | 98,437.50  | 
|              | 150,000 |                           |  |    | 50,625.00  |    |  |    | 67,500.00  |    |  |  | 84,375.00  |  |  |  | 101,250.00 |  |  |  | 118,125.00 | 
|              | 175,000 |                           |  |    | 59,062.50  |    |  |    | 78,750.00  |    |  |  | 98,437.50  |  |  |  | 118,125.00 |  |  |  | 137,812.50 | 
|              | 200,000 |                           |  |    | 67,500.00  |    |  |    | 90,000.00  |    |  |  | 112,500.00 |  |  |  | 135,000.00 |  |  |  | 157,500.00 | 
|              | 225,000 |                           |  |    | 75,937.50  |    |  |    | 101,250.00 |    |  |  | 126,562.50 |  |  |  | 151,875.00 |  |  |  | 177,187.50 | 
|              | 250,000 |                           |  |    | 84,375.00  |    |  |    | 112,500.00 |    |  |  | 140,625.00 |  |  |  | 168,750.00 |  |  |  | 196,875.00 | 
|              | 300,000 |                           |  |    | 101,250.00 |    |  |    | 135,000.00 |    |  |  | 168,750.00 |  |  |  | 202,500.00 |  |  |  | 236,250.00 | 
|              | 400,000 |                           |  |    | 135,000.00 |    |  |    | 180,000.00 |    |  |  | 225,000.00 |  |  |  | 270,000.00 |  |  |  | 315,000.00 | 
|              | 500,000 |                           |  |    | 168,750.00 |    |  |    | 225,000.00 |    |  |  | 281,250.00 |  |  |  | 337,500.00 |  |  |  | 393,750.00 | 

The above table is applicable to L.J. Asper, R. C. Camilleri, D.G. Hoover and
T.C. Strike. Credited service at January 1, 2004 will be as follows:



| |  | Mr. L.J. Asper, 12.83 years;
Mr. T.C. Strike, 17.42 years
Mr. R.C. Camilleri, 1.50 years; and
Mr. D.G. Hoover, 21.00 years
| |  | --------------------------------------------------------------------------------------------------------------------------

Supplemental Executive Retirement Arrangement

Certain executives of the Company are covered under a Supplemental Executive
Retirement Arrangement (SERA). Under this arrangement the pension accrual is
equal to 1.25% of the Executives Final Average Earnings up to the Final
Average YMPE plus 1.75% of the Executives Final Average Earnings in excess of
the Final Average YMPE multiplied by the Executives Credited Service. Final
Average Earnings are defined as normal retirement age is at age 65 and the
pension is payable on a Life, with 5-year guarantee basis. Participants can
retire as early as age 55 with 2 years service. Pensions payable on early
retirement will be reduced by 0.3333% for each month that retirement occurs
prior to age 62 with 10 years service. For purposes of this Plan, the total
pension payable is limited to the Maximum Pension allowable under the Income
Tax Act. For the year 2003, this limit is equal to $1,722.22 x years of
credited service. Benefits under the SERA are integrated with the YMPE under
the Canada Pension Plan, but are not further reduced by the CPP Pension. The
table below shows the maximum pensions payable at various service levels.

|              |         |                           |  |    |        |    |  |    |        |    |  |  |        |  |  |  |        |  |  |  |        | 
|------------- | ------- | ------------------------- |  | -- | ------ | -- |  | -- | ------ | -- |  |  | ------ |  |  |  | ------ |  |  |  | ------ | 
|Final Average |         | Years of Credited Service
|Remuneration  |         | 15                        |  | 20 |        | 25 |  | 30 |        | 35
|              |         |                           |  |    |        |    |  |    |        |   
|$             | 125,000 |                           |  |    | 25,833 |    |  |    | 34,444 |    |  |  | 43,056 |  |  |  | 51,667 |  |  |  | 60,278 | 
|              | 150,000 |                           |  |    | 25,833 |    |  |    | 34,444 |    |  |  | 43,056 |  |  |  | 51,667 |  |  |  | 60,278 | 
|              | 175,000 |                           |  |    | 25,833 |    |  |    | 34,444 |    |  |  | 43,056 |  |  |  | 51,667 |  |  |  | 60,278 | 
|              | 200,000 |                           |  |    | 25,833 |    |  |    | 34,444 |    |  |  | 43,056 |  |  |  | 51,667 |  |  |  | 60,278 | 
|              | 225,000 |                           |  |    | 25,833 |    |  |    | 34,444 |    |  |  | 43,056 |  |  |  | 51,667 |  |  |  | 60,278 | 
|              | 250,000 |                           |  |    | 25,833 |    |  |    | 34,444 |    |  |  | 43,056 |  |  |  | 51,667 |  |  |  | 60,278 | 
|              | 300,000 |                           |  |    | 25,833 |    |  |    | 34,444 |    |  |  | 43,056 |  |  |  | 51,667 |  |  |  | 60,278 | 
|              | 400,000 |                           |  |    | 25,833 |    |  |    | 34,444 |    |  |  | 43,056 |  |  |  | 51,667 |  |  |  | 60,278 | 
|              | 500,000 |                           |  |    | 25,833 |    |  |    | 34,444 |    |  |  | 43,056 |  |  |  | 51,667 |  |  |  | 60,278 | 

The above table is applicable to Mr. Calvert. Credited service at January 1,
2004 will be 8 years.

INDEBTEDNESS OF DIRECTORS,
EXECUTIVE OFFICERS AND SENIOR OFFICERS UNDER SECURITIES PURCHASE PROGRAMS

All employees of the Company and non-executive directors are eligible to
participate in the Employee Share Purchase Plan and certain management
employees of the Company are eligible to participate in the Management Share
Purchase Plan, each of which are part of the Companys Amended and Restated
Combined Share Compensation Plan. Participants may acquire, annually,
Subordinate Voting Shares or Non-Voting Shares, depending upon the
participants citizenship, with a purchase price equal to the market price per
share of the shares up to a maximum of the amount of their annual directors
fees in the case of directors; 5% of their annual base compensation in the case
of other participants in the Employee Share Purchase Plan; and 10% in the case
of participants in the Management Share Purchase Plan. All participants are
eligible to receive interest-free share purchase loans from the Company. Such
loans are to be repaid in full by

12





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December 31 of the year in which the loans were made. Effective July 30, 2002,
Section 402 of the Sarbanes-Oxley Act of 2002 precludes executive officers and
directors of companies which are registered for trading in the United States
from receiving any loans from the Company, including share purchase loans.

The aggregate amount outstanding to the Company and its subsidiaries for
indebtedness of present and former directors, officers and employees, in
connection with the purchase of securities of the Company, excluding routine
indebtedness, as at November 26, 2003 was approximately $50,000.

OTHER INDEBTEDNESS

The aggregate amount outstanding to the Company and its subsidiaries for
indebtedness of present and former directors, officers and employees, and not
in connection with the purchase of securities of the Company, as at November
26, 2003 was approximately $632,158. These loans, which are secured by
mortgages, were outstanding prior to the enactment of the Sarbanes Oxley Act of
2002.

COMPOSITION OF THE COMPENSATION COMMITTEE

The Companys Compensation Committee is comprised of the Honorable Frank J.
McKenna, P.C., Dr. L.I. Barber, C.C., LL.D. and Ms. J.H. Bennett, C.M. Mr.
McKenna is the Chair of the Committee.

REPORT ON EXECUTIVE COMPENSATION

The Companys compensation policies are designed to recognize and reward
individual performance as well as provide a competitive level of compensation.
Executive compensation consists of base salary, annual performance-based
incentives, long-term stock options and perquisites.

The total compensation package is designed to be competitive with that provided
by publicly traded Canadian companies which, similar to the Company, are
involved in the media and entertainment industry and with other publicly traded
Canadian companies of comparable size in terms of revenue. The comparative
media companies include the twelve largest media companies in Canada which
together have a median revenue of $758 million. The other Canadian companies
include companies in industries other than media and entertainment, with
revenues between $1 billion and $4 billion. The median revenue for this group
was $2.1 billion. In addition, the Company has analyzed Canadian compensation
surveys and studies to compare the features of the Companys compensation
arrangements and the relative compensation levels of these arrangements to
those of the comparison groups.

Base compensation has been determined for each of the named executive officers
based upon individual performance, responsibility and experience and reflecting
the contribution expected from each executive officer. In addition to base
compensation, executive compensation arrangements include an incentive
component designed to encourage and reward improved performance from year to
year. Annual executive incentive payments are based upon achievement of
improved financial results and achievement of personal objectives. Total
annual incentive payments may not exceed a pre-determined percentage of base
salary and are generally weighted 75% as to achievement of financial criteria
and 25% as to achievement of personal objectives. The financial criteria
include a minimum year over year increase in the share price, a minimum year
over year increase in net earnings and a minimum return on average
shareholders equity. Subsequent to July 2002, executive officers are not
entitled to receive loans from the Company, including share purchase loans.

Compensation for the Chief Executive Officer is determined pursuant to an
agreement provides for a base fee and incentive compensation up to 150% of base
fee based upon agreed financial and personal objectives. In fiscal 2003, the
incentive awarded to the Chief Executive Officer was based upon achievement of
two of the three financial criteria, 75% achievement of personal objectives and
an additional amount awarded for success in relation to completion of certain
transactions. The Compensation Committee reviews the compensation of the Chief
Executive Officer of the Company in relation to the compensation of the Chief
Executive Officers of the media and entertainment comparison group and the
other Canadian company group.

The Company has established an Executive Stock Option Plan. Option
entitlements vary for each participant dependent upon position in the Companys
management structure. Annually each participant will automatically receive a
grant of 50% of their entitlement while the granting of the balance of their
entitlement is performance based and is dependent upon the financial
performance of the Company. Specifically, for the performance based options to
be granted, the Company must achieve at least two of the following three
performance criteria: a minimum year over year increase in the share price, a
minimum year over year increase in net earnings/operating earnings (as
applicable) and a minimum return on average shareholders equity. The Company
has determined that the maximum dilutive impact of outstanding stock options
shall not exceed 5% and accordingly believe this Plan to be more restrictive
than the majority of such Plans of companies in the comparison groups.

The Compensation Committee has established a non-registered Supplemental
Executive Retirement Plan for executives of the Company. This Plan is
competitive to those of companies in the comparison groups.

Submitted by:



| |  | Frank McKenna, P.C., Chair
Dr. L.I. Barber, C.C., S.O.M., LL.D.
J.H. Bennett, C.M.
| |  | ----------------------------------------------------------------------------------

13





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SHARE PERFORMANCE GRAPH

The following graph shows changes over the past five year period in the value
of $100 invested in: (1) CanWests Subordinate Voting Shares; (2) the TSX
Communications and Media Total Return Index; and (3) the S&P/TSX Composite
Index as of August 31, 2003.

CanWest Comparison of 5-Year Total Shareholders Return
Subordinate Voting Shares

(SUBORDINATE VOTING SHARES PERFORMANCE GRAPH)

|                           |  |        |        |        |  |        |        |        |  |        |        |        |  |  |        |  |  |  |        |  |  |  |        | 
|-------------------------- |  | ------ | ------ | ------ |  | ------ | ------ | ------ |  | ------ | ------ | ------ |  |  | ------ |  |  |  | ------ |  |  |  | ------ | 
|                           |  | 1998/8 |        | 1999/8 |  | 2000/8 |        | 2001/8 |  | 2002/8 |        | 2003/8
|                           |  |        |        |        |  |        |        |        |  |        |        |       
|CanWest Global (CGS.S)     |  |        | 100.00 |        |  |        | 95.83  |        |  |        | 91.35  |        |  |  | 65.89  |  |  |  | 33.36  |  |  |  | 54.50  | 
|S&P / TSX Composite Index  |  |        | 100.00 |        |  |        | 128.12 |        |  |        | 209.38 |        |  |  | 139.66 |  |  |  | 126.91 |  |  |  | 147.09 | 
|TSX Communications & Media |  |        | 100.00 |        |  |        | 138.63 |        |  |        | 165.50 |        |  |  | 131.53 |  |  |  | 100.10 |  |  |  | 107.12 | 

Assuming an investment of $100 and the reinvestment of dividends.

14





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##### 



CanWest Comparison of 5 Year Total Shareholders Returns
Non-Voting Shares

The following graph shows changes over the past five year period in the value
of $100 invested in (1) CanWests Non-Voting Shares; (2) the TSX Communications
and Media Total Return Index; and (3) the S&P/TSX Composite Index as of August
31, 2003. The Non-Voting Shares also trade on the New York Stock Exchange.

(NON-VOTING SHARES PERFORMANCE GRAPH)

|                           |  |        |        |        |  |        |        |        |  |        |        |        |  |  |        |  |  |  |        |  |  |  |        | 
|-------------------------- |  | ------ | ------ | ------ |  | ------ | ------ | ------ |  | ------ | ------ | ------ |  |  | ------ |  |  |  | ------ |  |  |  | ------ | 
|                           |  | 1998/8 |        | 1999/8 |  | 2000/8 |        | 2001/8 |  | 2002/8 |        | 2003/8
|                           |  |        |        |        |  |        |        |        |  |        |        |       
|CanWest Global (CGS.A)     |  |        | 100.00 |        |  |        | 96.29  |        |  |        | 91.53  |        |  |  | 65.18  |  |  |  | 33.39  |  |  |  | 54.02  | 
|S&P / TSX Composite Index  |  |        | 100.00 |        |  |        | 128.12 |        |  |        | 209.38 |        |  |  | 139.66 |  |  |  | 126.91 |  |  |  | 147.09 | 
|TSX Communications & Media |  |        | 100.00 |        |  |        | 138.63 |        |  |        | 165.50 |        |  |  | 131.53 |  |  |  | 100.10 |  |  |  | 107.12 | 

Assuming an investment of $100 and the reinvestment of dividends.

15





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REMUNERATION OF DIRECTORS

Directors of the Company who are employees or otherwise retained by the Company
are not entitled to receive any additional remuneration for serving as
directors. All other directors are entitled to receive an annual directors
fee of $25,000 and a maximum of $1,500 for each meeting attended. In January
2004, the Board of Directors will consider a proposal to increase the annual
directors fee to $30,000. The Chairman of each committee of the Board of
Directors is entitled to an additional $5,000 per annum for acting as such and
directors are entitled to $3,000 per annum for each committee on which they
serve. All directors are reimbursed for travel and other reasonable expenses
incurred in attending board meetings. In fiscal 2003 aggregate directors fees
of $365,417 were paid by the Company. I.H. Asper was Chairman of the Board of
Directors effective February 1, 2003 until his death on October 7, 2003, and
received compensation based upon an annual fee of $200,000.

Until fiscal 2004, the directors were also entitled to participate in the
Executive Stock Option Plan. In each of January 2003 and November 2003, each
non-executive director serving at that time received a grant of options to
purchase 7,500 Subordinate Voting Shares. These options were granted in
respect of each of the 2002 and 2003 fiscal years. These options, which vest
immediately on grant, have a 10-year term and may be exercised at an exercise
price of $7.21 per share and $12.90 per share for the January and November
grant dates respectively.

The Board of Directors has determined that directors will not receive grants of
options in the future and have approved a Deferred Share Unit (DSU) Plan. The
purpose of the plan is to promote a greater alignment of interests between the
individual director and the shareholders of the Company. The Board have also
introduced stock ownership guidelines which require non-executive directors own
stock equivalent to four times the annual directors fee. Directors will have
a period of 5 years to meet this guideline. Upon implementation of the DSU
Plan, non-executive directors may elect to receive their remuneration in cash,
DSUs or a combination thereof. Until the stock ownership threshold is reached,
directors will be required to receive 50% of their annual retainer in DSUs.

DIRECTORS AND OFFICERS LIABILITY INSURANCE

The Company has purchased, for the benefit of the Company, its subsidiaries and
their directors and officers, insurance against liability incurred by the
directors or officers in their capacity as directors or officers of the Company
or any subsidiary. The following are particulars of such insurance:



|(a) |  | the total amount of insurance is $30,000,000 and, subject to the
deductible portion referred to below, up to the full face amount of the
policy is payable, regardless of the number of directors and officers
involved;
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | the annual premium for the current financial year is $803,250. The
policy does not specify that a part of the premium is paid in respect of
either directors as a group or officers as a group; and                     
|   
|(c) |  | the policy provides for deductibles as follows:                                                                                                                                                                         



| | (i)  |  | with respect to the directors and officers there is no
deductible applicable; and               
| | ---- |  | ------------------------------------------------------------------------------------------------
|
| | (ii) |  | with respect to reimbursement of the Company there is a
deductible of $2,000,000 per occurrence.

APPOINTMENT OF AUDITORS

The management representatives designated in the enclosed form of proxy intend
to vote in favor of the reappointment of PricewaterhouseCoopers LLP as auditors
of the Company to hold office until the next annual meeting of shareholders.
PricewaterhouseCoopers LLP (or their predecessors Coopers & Lybrand) have
served as auditors of the Company since 1985.

The resolution to appoint PricewaterhouseCoopers LLP as auditors of the Company
and to authorize the directors to fix the auditors remuneration must be passed
by at least 50% of the votes cast by the holders of the Multiple Voting Shares
and Subordinate Voting Shares of the Company voting together as a group,
either present in person or represented by proxy at the meeting.

AUDITORS FEES

For the year ended August 31, 2003, the Audit Committee has approved fees to
PricewaterhouseCoopers LLP and its affiliates as follows:

|                       |  |        |       | 
|---------------------- |  | ------ | ----- | 
|                       |  | $000s
|Audit services         |  |        | 1,950 | 
|Audit related services |  |        | 936   | 
|Tax services           |  |        | 251   | 
|                       |  |        |       | 
|                       |  |        | 3,137 | 
|                       |  |        |       | 

Prior to approval of any engagement of PricewaterhouseCoopers LLP, the Audit
Committee ensures the provision of such services is compatible with maintaining
the auditors independence.

16





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SHAREHOLDER PROPOSALS FOR NEXT YEARS ANNUAL MEETING

The Canada Business Corporations Actpermits certain eligible shareholders of
the Company to submit shareholder proposals to the Company, which proposals may
be included in a management proxy circular relating to an annual meeting of
shareholders. The final date by which the Company must receive shareholder
proposals for the annual meeting of shareholders of the Company to be held in
2005 is August 23, 2004.

STATEMENT OF
CORPORATE GOVERNANCE PRACTICES

The Toronto Stock Exchange (the TSX) requires that every listed company
disclose its corporate governance practices annually and relate their corporate
governance practices to each of the TSX Guidelines for Effective Corporate
Governance (the TSX Guidelines). A description of the Companys corporate
governance practices follows, referring to each of the guidelines established
in the TSX Guidelines.

In this Statement, the terms unrelated director and outside director have
the meaning given to those terms in the TSX Guidelines. An unrelated
director is a director who is independent of management and is free from any
interest and any business or other relationship which could, or could
reasonably be perceived to, materially interfere with the directors ability to
act with a view to the best interests of the Company, other than interests and
relationships arising from shareholding. An outside director is a director
who is not a member of management. As well, the term independent director as
used in this statement is used to describe an unrelated director who is free
from any interests in or relationships with either the Company or the
significant shareholder of the Company or any affiliate of the significant
shareholder. In determining the independence of directors, reference was also
made to the Corporate Governance Rules adopted by the New York Stock Exchange
and approved by the Securities and Exchange Commission on November 4, 2003.
For the purposes of this Statement, the Board has determined that directors who
are not independent under the New York Stock Corporate Listing Standards are
considered to be related.

Mandate of the Board

The mandate of the Board of Directors is to supervise the management of the
business and affairs of the Company and to act with a view to the best
interests of the Company. In fulfilling its mandate, the Board, among other
matters, is responsible for:



| |  | reviewing and assessing the operations of the Company with a view to ensuring the best performance is achieved;                                                        
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | reviewing and approving major development activities of the Company including major acquisitions, investments and
divestitures outside the ordinary course of business;
| 
| |  | approving operating and capital budgets;                                                                                                                               
| 
| |  | reviewing and approving the dividend policy and declaration of dividends;                                                                                              
| 
| |  | appointing the Chief Executive Officer;                                                                                                                                
| 
| |  | reviewing and assessing the performance of the senior management including the Chief Executive Officer;                                                                
| 
| |  | reviewing and approving prospects for additional senior management positions;                                                                                          
| 
| |  | reviewing and approving major financing;                                                                                                                               
| 
| |  | reviewing and approving the quarterly and annual financial statements;                                                                                                 
| 
| |  | reviewing and approving compensation of the Chief Executive Officer and other senior executives;                                                                       
| 
| |  | reviewing the Companys share compensation plan for employees, management and executives;                                                                              
| 
| |  | reviewing and approving any securities offerings; and                                                                                                                  
| 
| |  | reviewing the internal control and management information systems.                                                                                                     

Inherent in the mandate of the Board is the responsibility to review the
Companys strategic planning, risk management, succession planning (including
appointing, training and monitoring senior management), shareholder
communications and the integrity of the Companys internal control and
management information systems. These matters are routinely and expressly
dealt with by the Board throughout the year.

There were nine meetings of the Board of Directors held in fiscal 2003. Seven
meetings of the Board are currently scheduled for fiscal 2004. On a regular
basis, regardless of whether a meeting is scheduled, all directors receive
information including a report from the Chief Executive Officer, a report on
corporate development activities, operations reports, a financial overview and
other pertinent information. All executives are available for discussions with
the directors concerning any questions or comments which may arise between
meetings.

17





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##### 



Board Composition

The Companys Board currently consists of nine directors. The Board has
determined that the number of directors to be elected at the meeting will be
eleven. The relatively small size of the Board has enabled it to be extremely
flexible with regard to scheduling meetings, including unplanned meetings which
are called in order to review new opportunities. The Board is thus able to act
quickly and remain well informed at all times.

Nominees for election to the Board are selected having due regard for
geographic diversity, considering the primary markets in which the Company
operates and the appropriate expertise and background to contribute and support
the Companys strategy and operations.

The proposed Board will consist of six unrelated directors and five related
directors.The six unrelated directors are: Dr. Lloyd I. Barber, C.C., S.O.M.,
LL.D; Ms. Jalynn H. Bennett, C.M.; Mr. Ron Daniels; Mr. David J. Drybrough,
FCA; Mr. Paul V. Godfrey, C.M. and The Honourable Frank J. McKenna, P.C. The
remaining five directors are related. Accordingly, the Board will be
constituted with a majority of individuals who qualify as unrelated directors.

In determining whether the directors were unrelated, the Board examined the
factual circumstances of each director and considered them in the context of
many factors and concluded that all the individuals in question were
independent from management and were free from any interest and any business or
other relationship which would or could reasonably be perceived to, materially
interfere with their ability to act in the best interests of the Company.

Proportionate Representation

The Company is indirectly controlled by Mrs. Ruth M. Asper, David A. Asper,
Gail S. Asper and Leonard J. Asper. Each of David A. Asper, Gail S. Asper and
Leonard J. Asper are senior officers of the Company and proposed for election
as directors. Mrs. Ruth M. Asper and trusts for the benefit of members of the
late I.H. Aspers family including David A. Asper, Gail S. Asper and Leonard J.
Asper directly or indirectly own all of the Multiple Voting Shares of the
Company and 3,462,874 Subordinate Voting Shares of the Company, which together
represent approximately 89% of the total votes and 45% of the total equity and
therefore, together, are a significant shareholder of the Company within the
meaning of the TSX Guidelines. CanWest Communications, the Trusts, and the
noted individuals have entered into a voting trust which governs how the
Companys shares held by CanWest Communications are to be voted. See Voting
Shares for further particulars.

The Subordinate Voting Shares which are held by shareholders (public
shareholders) other than the Corporations significant shareholder and any of
its affiliates represent approximately 11% of the total votes and together with
the Non-Voting Shares which are held by public shareholders represent 55% of
the total equity.

The directors believe that the unrelated directors are independent and outside
directors. The six independent and outside directors are: Dr. Lloyd I. Barber,
C.C., S.O.M., LL.D; Ms. Jalynn H. Bennett, C.M.; Mr. Ronald Daniels; Mr. David
J. Drybrough, FCA; Mr. Paul V. Godfrey, C.M. and The Honourable Frank J.
McKenna, P.C. Approximately 55% of the equity shares of the Corporation are
held by public shareholders and the directors therefore believe that the
membership on the Board of Directors of these six directors, being 55% of the
total number of directors, fairly reflects the investment in the Company by
public shareholders.

Independence from Management

In order to ensure that the Board of Directors can function independently from
management, the Company has separated the roles of Chairman and Chief Executive
Officer through the appointment of the Hon. Frank J. McKenna, P.C. as Interim
Chairman of the Board of Directors and Mr. Leonard J. Asper as President and
Chief Executive Officer. Further, independent directors chair each of the
Board of Directors, Audit Committee, Compensation Committee and Pensions
Committee. Each Committee as well as the Board as a whole meet in-camera
without management present. Individual directors may, with the consent of the
Chairman of the Governance and Nominating Committee of the Board, engage
outside advisors at the expense of the Company.

Board Committees

In fiscal 2003, the Board of Directors had 4 committees: the Audit Committee,
the Compensation Committee, the Executive Committee and the Pensions Committee.
The Chair of the Board of Directors is an ex-officio member of all committees
of the Board, subject to the limitations set out in the by-laws of the Company.
For fiscal 2004, the Board has disbanded the Executive Committee and
established a Governance and Nominating Committee which consists of the Board
as a whole.

i) Audit Committee

The Audit Committee is composed entirely of independent directors in compliance
with the Guidelines established in the TSX Guidelines. Under the terms of the
Audit Committee Charter, the Committee is responsible for, among other things,
reviewing the Companys financial reporting procedures, internal controls,
recommending the appointment of the external auditors as well as reviewing the
performance of the Companys external auditors. The Committee also establishes
the external auditors compensation. Since fiscal 2002, the Audit Committee
has had in place a policy limiting the scope of the external auditors services
to audit and audit related activities, including tax services. Prior approval
of any audit related expenses in excess of $50,000 is required. The Audit
Committee has direct communication channels with the internal and external
auditors to discuss and review specific issues as appropriate. The Committee
is also responsible for

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reviewing the quarterly and the annual financial statements and related news
releases as well as Managements Discussion and Analysis of Financial Results
prior to their approval by the Board of Directors. The Committee also receives
and reviews quarterly, managements report on compliance with the Companys
policy on full and non-selective disclosure of material information.

The Audit Committee met seven times in fiscal 2003, during which time its
members were Dr. Lloyd I. Barber, C.C., S.O.M., LL.D., Ms. Jalynn H. Bennett,
C.M., Mr. David J. Drybrough, FCA and The Honourable Frank McKenna, P.C. Ms.
Jalynn H. Bennett, C.M. is Chair of the Audit Committee. All of the members of
the Audit Committee are financially literate and the Committee has determined
that Dr. Barber, Ms. Bennett and Mr. Drybrough qualify as financial experts.

ii) Compensation Committee

The Compensation Committee is composed entirely of unrelated directors and
makes recommendations to the Board on, among other things, executive
compensation, including the compensation of the Chief Executive Officer, and
reviews other aspects of executive compensation, such as the Companys share
compensation plans. The Committee also ensures that the Company complies with
corporate and securities legislation with respect to executive compensation
disclosure in the annual information circular. The Committee held four
meetings in fiscal 2003 during which time its members were the Honourable Frank
J. McKenna, P.C., Mr. I.H. Asper, O.C., O.M., Q.C., LL.D., Dr. Lloyd I. Barber,
C.C., S.O.M., LL.D. and Jalynn H. Bennett, C.M. The Honorable Frank J.
McKenna, P.C. is Chair of the Compensation Committee.

iii) Executive Committee

The Executive Committee was composed of the Chairman of the Board of Directors,
the President and Chief Executive Officer of the Company and four additional
directors. The Committee met between meetings of the Board to review the
performance of the Company and business development opportunities and make
recommendations to the Board. The Committee also dealt with less significant
matters and corporate matters of a routine nature. Matters of a significant
nature must be dealt with by the Board. The Committee held four meetings in
fiscal 2003 during which time its members were Mr. I.H. Asper, O.C., O.M.,
Q.C., LL.D., Mr. David A. Asper, Mr. Leonard J. Asper, Dr. Lloyd I. Barber,
CC., S.O.M., LL.D. and Mr. F. David Radler.

iv) Pensions Committee

The Pensions Committee is composed of three directors. The Committee is
responsible for overseeing matters relating to the investment policies and
performance of the Companys pension funds. The Committee held one meeting in
fiscal 2003 during which time its members were Dr. Lloyd I. Barber, C.C.,
S.O.M., LL.D., Mr. David A. Asper and Ms. Jalynn H. Bennett, C.M. Dr. Lloyd I.
Barber, C.C., S.O.M., LL.D. is Chair of the Pensions Committee.

Corporate Governance

As a result of the TSXs corporate governance rules, the Board of Directors
passed a resolution authorizing the Board to expressly assume responsibility
for developing and monitoring the Companys approach to corporate governance
issues. The Corporate Secretary who is also a director has been appointed as
the person responsible for ensuring all corporate governance matters are
reviewed by the Board and that procedures recommended in the guidelines
established in the TSX Guidelines are followed, where appropriate.

Decisions Requiring Board Approval

In addition to those matters which must by law be approved by the Board, the
Board reviews and approves dispositions, acquisitions or investments which are
outside the ordinary course of business of the Company. The Board also reviews
and approves operating and capital budgets. The Board also reviews the
recommendations of the Compensation Committee as to the adequacy and form of
compensation of the directors to ensure that compensation realistically
reflects the responsibilities and risks involved in being an effective
director. The Board also approves changes in senior management. The directors
have access to management and the Companys advisors in order to assist in
their understanding of proposed Board actions and the implications of voting
for or against such actions. In addition, Committees of the Board are
authorized by the Board from time to and as appropriate to retain outside
advisors at the Companys expense.

Because the Company focuses on new development opportunities, at any given time
a significant number of investment opportunities may be under investigation by
management. The Board receives monthly reports on these activities and Board
meetings are held to review and approve the corporate development transactions.
As a result of its relatively small size, the Board is very flexible and
management has been able to liaise regularly with the Board to seek approval
for any activities outside the normal course of business.

With respect to establishing specific corporate objectives for the Company and
the Chief Executive Officer, the Board is satisfied that such objectives (both
long and short term) are set and regularly discussed at Board meetings.

Board Performance

It is the responsibility of the Chairman of the Board to ensure the effective
operation of the Board and to ensure the Board discharges its responsibilities.
Because of the relative youth of the Company and the small Board of Directors,
it has not been necessary to create formal committees or to convene specific
meetings to assess the effectiveness of the Board as a whole, the committees of
the Board or the contribution of individual directors and the quality of
information provided to the Board. The Board has established an orientation
and

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education program for new director recruits. To date, issues regarding quality
of information, suggestions regarding the appointment of new directors and
issues regarding Board performance have been raised and have been regularly
explored at meetings of the Board of Directors. The Board is developing a
Charter of Expectations as part of a formal process for evaluating the
effectiveness of the Board and its Committees.

Shareholder Feedback

The Company has a Director of Communications who, working with the Secretary
and other senior executives of the Company, responds promptly to all
shareholder inquiries. To date, the Company believes that all shareholder
inquiries have been dealt with in a manner satisfactory to the particular
shareholder.

Expectations of Management

The Board of Directors expects management, among other things, to work
diligently towards enhancing the Corporations performance by ensuring that
existing operations are managed prudently and that new profit centres are
sought. It is expected that management will provide the Board with all
pertinent information regarding the operations and corporate development
activities of the Company so that the Board can properly assess whether these
goals are being met. The Company believes that the Board of Directors has been
kept fully informed of the Companys activities. Management is expected and
strives to provide as much information as is required or requested to ensure
that the Board can participate actively in important discussions on the
Companys future, discussions regarding strategic planning and discussions
regarding the assessment of performance. The Board of Directors expects
management to be completely forthcoming with respect to its assessment of
opportunities and performance so that the Board can make reasoned decisions
regarding same.

The Board will continue to monitor the nature of the information requested by
and provided to the Board so that it is able to determine if the Board can be
more effective in identifying issues and opportunities for the Company.

AVAILABILITY OF DISCLOSURE DOCUMENTS

Copies of the Companys latest annual information form (together with the
documents incorporated therein by reference), the comparative financial
statements of the Company for the fiscal year ended August 31, 2003 together
with the report of the auditors thereon, managements discussion and analysis
of the Companys financial condition and results of operations for the fiscal
year ended August 31, 2003, the interim financial statements of the Company for
periods subsequent to August 31, 2003 and this circular are available upon
request from the Secretary of the Company, and without charge to security
holders of the Company.

DIRECTORS APPROVAL

The contents of this circular and the sending thereof to shareholders of the
Company have been approved by the directors of the Company.

By Order of the Board of Directors

-s- Gail S. Asper

Gail S. Asper
Secretary

Winnipeg, Canada
November 26, 2003

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