##### Table of Contents

Exhibit 3  TABLE OF CONTENTS  CORPORATE STRUCTURE


1DESCRIPTION OF THE BUSINESS


2CAPITAL STRUCTURE, DIVIDENDS AND RELATED MATTERS


61.

Description of Capital Structure


62.

Dividends


123.

Ratings


134.

Market for Securities


14DIRECTORS AND OFFICERS


151.

Directors


152.

Board Committee Members


163.

Executive Officers


164.

Shareholdings of Directors and Executive Officers


175.

Conflicts of Interest


176.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions


17AUDIT COMMITTEE


181.

Audit Committee Charter


182.

Audit Committee Composition, Education and Experience


183.

Audit Fees


19LEGAL PROCEEDINGS AND REGULATORY ACTIONS


19INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS


20REGISTRAR AND TRANSFER AGENT


20INTERESTS OF EXPERTS


20ADDITIONAL INFORMATION


20CAUTION CONCERNING FORWARD LOOKING STATEMENTS


20MATERIAL CONTRACTS


22SCHEDULE A  AUDIT COMMITTEE CHARTER


A-1




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CORPORATE STRUCTURE Shaw Communications Inc. (Shaw or the Company) is an enhanced connectivity provider. Our Consumer division provides customers with
broadband Internet, Shaw Go WiFi, video, and digital phone. Our Wireless division provides wireless voice and data services through an expanding and improving mobile wireless network infrastructure. The Business Network Services division provides
business customers with Internet, data, WiFi, telephony, and video. The Company was incorporated under the laws of the Province of Alberta on December 9, 1966
under the name Capital Cable Television Co. Ltd. and was subsequently continued under the Business Corporations Act (Alberta) on March 1, 1984 under the name Shaw Cablesystems Ltd. Its name was changed to Shaw Communications Inc. on
May 12, 1993. Shaw was reorganized pursuant to a plan of arrangement under the Business Corporations Act (Alberta) effective September 1, 1999, and amended its articles on January 28, 2004 to limit the number of Class A
Voting Participating Shares that may be issued and on May 26, 2011 to create the Series A Shares and Series B Shares (each as hereinafter defined). See Capital Structure, Dividends and Related Matters  Description of
Capital Structure. The head and registered office of the Company is located at Suite 900, 630  3rd Avenue S.W., Calgary, Alberta, Canada T2P
4L4, telephone (403) 750-4500. The following table lists certain subsidiaries and entities owned or controlled by Shaw,
their jurisdictions of incorporation or organization and the nature of their operations. All of such entities are wholly-owned, directly or indirectly, by Shaw.  Entity(1)(3)

Jurisdiction

Nature of OperationsShaw Cablesystems Limited

Alberta

Television Distribution ServicesShaw Cablesystems G.P.

Alberta

Television Distribution and Internet ServicesShaw Cablesystems (VCI) Ltd.

Alberta

Television Distribution ServicesShaw Envision Inc.

Alberta

Telecommunications ServicesShaw Telecom Inc.

Alberta

Telecommunications ServicesShaw Telecom G.P.

Alberta

Telecommunications ServicesShaw Satellite Services Inc.

Federal

Satellite ServicesStar Choice Television Network Incorporated

Federal

Satellite ServicesShaw Satellite G.P.

Alberta

Satellite ServicesFreedom Mobile Inc.(2)

Alberta

Wireless Services Notes: (1)
The above table lists subsidiaries of Shaw in accordance with the Canadian Securities Administrators National Instrument 51-102  Continuous Disclosure Obligations
(NI 51-102) as well as certain other entities owned or controlled, directly or indirectly, by Shaw. (2)
On November 21, 2016 WIND Mobile Corp. was renamed to Freedom Mobile Inc. (3)
On August 1, 2017, Shaw sold 100% of its equity interest in Shaw U.S. Holdings Inc. and its wholly owned subsidiary, ViaWest, Inc. to GI Partners portfolio company Peak 10 Holding Company. Unless the context otherwise indicates, a reference to Shaw or the Company in this Annual Information Form means Shaw Communications Inc. and its
subsidiaries and other entities owned or controlled, directly or indirectly, by Shaw Communications Inc.  2017 Annual Information Form  Shaw
Communications Inc.

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GENERAL DEVELOPMENT AND DESCRIPTION OF THE BUSINESS To comply with the requirements of Item 4.1 of Form 51-102F1 of NI 51-102, Shaws
three-year history is set out below: Fiscal 2017 Developments Significant acquisitions, financings and other items: Sale of
ViaWest, Inc. and its subsidiaries  

On August 1, 2017, the Company sold 100% of its wholly-owned subsidiary ViaWest, Inc. and its subsidiaries (collectively, ViaWest) for approximately US$1.675 billion in cash, which represents an
attractive return on the Companys original investment in fiscal 2015 of approximately US$1.2 billion. Acquisition of 700 MHz and 2500
MHz wireless spectrum licences from Quebecor Media Inc. (Quebecor)  

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

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

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

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

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

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

the repayment of US$846 million in borrowings under the Companys and ViaWests credit facilities related to the sale of ViaWest. Other items  

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

The Company launched the market leading, BlueSky TV which is based on the Comcast Corporation (Comcast) X1 video platform. 

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

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

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

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

In fiscal 2017, the Company began to deploy our newest generation of cable modem termination system equipment referred to
as the Converged Cable Access Platform (CCAP) into our serving hubs. CCAP significantly enhances the capabilities of our cable network and enables Shaw to leverage the next  2

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

The Company continued to expand its Shaw Go WiFi build-out. As at August 31, 2017, the Company had approximately 100,000 Shaw Go WiFi access points installed and operating
throughout the network and over 3.3 million devices using Shaw Go WiFi. Moreover, the Company has leveraged its Wi-Fi access points to improve network coverage for Freedom Mobile customers which represents an important step in our converged
network strategy. Fiscal 2016 Developments Significant acquisitions, financings and other items: ViaWest
acquisition of INetU, Inc.  

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

INetU was a solutions provider of public, private and hybrid cloud environments offering managed security and compliance services. The acquisition of INetU allowed ViaWest to add new services to its cloud and managed
offerings, and expanded its geographical footprint with eastern U.S. and European cloud locations. Acquisition of
Mid-Bowline Group Corp and its wholly owned subsidiary WIND Mobile Corp.  

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

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

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

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

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

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

In February 2016, the Company elected to increase the borrowing capacity of its five-year bank credit facility by
$500 million to a total of $1.5 billion under the terms of the amended facility. Funds are  2017 Annual Information Form  Shaw
Communications Inc.

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

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

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

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

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

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

On May 9, 2016, the Company repaid $300 million 6.15% senior notes. Other items:  

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

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

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

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

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

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

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

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

The Company continued to expand its Shaw Go WiFi build-out. As at August 31, 2016, the Company had approximately 85,000 Shaw Go WiFi access points installed and operating
throughout the network and over 2.6 million devices using Shaw Go WiFi.  4

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Fiscal 2015 Developments Significant acquisitions, financings and other items: Acquisition
of ViaWest  

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

The Business Infrastructure Services division expanded its hybrid IT service offering with the opening of data centres in Portland and Calgary  bringing the total to 29 data centres. Other items of significance  

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

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

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

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

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

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

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

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

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

The Company continued to expand its Business Network Services offering, including the successful launch of a new phone product, Smart Voice, which provides a unified communications solution to small
businesses that has typically been reserved for large scale organizations, and Managed Hotel WiFi using proven Cisco technology to provide a cloud based Wi-Fi product that is a fully managed
solution for the hospitality market.  2017 Annual Information Form  Shaw
Communications Inc.

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

Shaw also continued to invest in and build awareness of Shaw Go WiFi and as at August 31, 2015 had approximately 75,000 access points and 2 million devices using the network. To comply with the other requirements of Item 4.1 (General Development of the Business) and Items 4.2 (Significant Acquisitions), 5.1 (Description of the Business) and
5.2 (Risk Factors) of Form 51-102F2 of NI-51-102, the sections titled About Our Business and Known Events,
Trends, Risks and Uncertainties in the Companys Managements Discussion and Analysis for the year ended August 31, 2017 (the 2017 Annual MD&A) are incorporated by reference herein. The 2017 Annual
MD&A, is available through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) which may be accessed at www.sedar.com. CAPITAL STRUCTURE, DIVIDENDS AND RELATED MATTERS  1.
Description of Capital Structure  (a)
General The authorized share capital of the Company consists of a limited
number of Class A Participating Shares (the ClassA Shares), which are voting, as described below; an unlimited number of Class B Non-Voting Participating
Shares (the ClassB Non-Voting Shares); an unlimited number of Class 1 Preferred Shares (the Class 1 Preferred Shares) issuable in series; and an unlimited number of Class 2
Preferred Shares (the Class 2 Preferred Shares) issuable in series, of which 12,000,000 were designated Cumulative Redeemable Rate Reset Class 2 Preferred Shares, Series A (the Series A Shares) and
12,000,000 were designated Cumulative Redeemable Floating Rate Class 2 Preferred Shares, Series B (the Series B Shares). As at August 31, 2017, there were 22,420,064Class A Shares, 474,350,861Class B Non-Voting Shares, 10,012,393Series A Shares, and 1,987,607Series B Shares issued and outstanding.  (b)
Class A Shares and Class B Non-Voting Shares  (i)
Authorized Number of Class A Shares The authorized number of Class A
Shares is limited to the lesser of that number of such shares (i) that are currently issued and outstanding; and (ii) that may be outstanding after any conversion of Class A Shares into Class B
Non-Voting Shares (subject to certain conversion rights as described below under the heading Conversion Privileges).  (ii)
Voting Rights The holders of Class A Shares are entitled to one vote per share
at all meetings of shareholders. The holders of Class B Non-Voting Shares are entitled to receive notice of, to attend and to speak at all meetings of shareholders but are not entitled to vote thereat
except as required by law and except upon any resolution to authorize the liquidation, dissolution and winding-up of Shaw or the distribution of assets among the shareholders of Shaw for the purpose of winding
up its affairs, in which event each holder of Class B Non-Voting Shares will be entitled to one vote per share.  (iii)
Dividends In general, subject to the rights of any preferred shares outstanding from
time-to-time (such as the Series A Shares and Series B Shares), holders of Class A Shares and Class B Non-Voting Shares
are entitled to receive such dividends as the Board of Directors of Shaw determines to declare on a share-for-share basis, as and when any such dividends are declared or
paid, except that, for each Dividend Period (as defined below), the aggregate of the dividends (other than stock dividends) declared and paid on each Class A Share shall be $0.0025 per share per annum less than the aggregate of the dividends
declared and paid on each Class B Non-Voting Share, subject to proportionate adjustment in the event of any future consolidations or subdivisions of Class A Shares and Class B Non-Voting Shares and in the event of any issue of Class A Shares and Class B Non-Voting Shares by way of stock dividends. A Dividend Period is
defined as the fiscal year of Shaw or such  6

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other period, not to exceed one year, in respect of which the directors of Shaw have announced a current policy to declare and pay, or set aside for payment, regular dividends on the Class A
Shares and Class B Non-Voting Shares.  (iv)
Rights on Liquidation In the event of the liquidation, dissolution or winding-up of Shaw or other distribution of assets of Shaw for the purpose of winding up its affairs, all property and assets of Shaw available for distribution to the holders of Class A Shares and Class B
Non-Voting Shares will be paid or distributed equally, share-for-share, to the holders of Class A Shares and Class B Non-Voting Shares without preference or distinction.  (v)
Conversion Privileges Any holder of Class A Shares may, at any time or from time-to-time, convert any or all Class A Shares held by such holder into Class B Non-Voting Shares on the basis of one
Class B Non-Voting Share for each Class A Share so converted. Subject to certain exceptions described below, if an
Exclusionary Offer is made, any holder of Class B Non-Voting Shares may, at any time or from time-to-time during a
Conversion Period, convert any or all of the Class B Non-Voting Shares held by such holder into Class A Shares on the basis of one Class A Share for each Class B Non-Voting Share so converted. For the purpose of this paragraph, the following terms have the following meanings: Class A Offeror means a person or company that makes an offer to purchase Class A Shares (the bidder), and
includes any associate or affiliate of the bidder or any person or company that is disclosed in the offering document to be acting jointly or in concert with the bidder; Conversion Period means the period of time commencing on the eighth day after the Offer Date and terminating on the Expiry Date; Exclusionary Offer means an offer to purchase Class A Shares that:  (A)
must, by reason of applicable securities legislation or the requirements of a stock exchange on which the Class A Shares are listed, be made to all or substantially all holders of Class A Shares who are
residents of a province of Canada to which the requirement applies; and  (B)
is not made concurrently with an offer to purchase Class B Non-Voting Shares that is identical to the offer to purchase Class A Shares in terms of price per share and
percentage of outstanding shares to be taken up exclusive of shares owned immediately prior to the offer by the Class A Offeror, and in all other material respects (except with respect to the conditions that may be attached to the offer for
Class A Shares), and that has no condition attached other than the right not to take up and pay for shares tendered if no shares are purchased pursuant to the offer for Class A Shares, and for the purposes of this definition if an offer to
purchase Class A Shares is not an Exclusionary Offer as defined above but would be an Exclusionary Offer if it were not for this sub-clause (B), the varying of any term of such offer shall be deemed to
constitute the making of a new offer unless an identical variation concurrently is made to the corresponding offer to purchase Class B Non-Voting Shares; Expiry Date means the last date upon which holders of Class A Shares may accept an Exclusionary Offer; Offer Date means the date on which an Exclusionary Offer is made; and Transfer Agent means the transfer agent for the time being of the Class A Shares. Subject to the exception below, the conversion right of a holder of Class B Non-Voting Shares shall not come into effect if:  (A)
prior to the time at which the offer is made there is delivered to the Transfer Agent and to the Secretary of Shaw a
certificate or certificates signed by or on behalf of one or more shareholders  2017 Annual Information Form  Shaw
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of Shaw owning in the aggregate, as at the time the Exclusionary Offer is made, more than 50% of the then outstanding Class A Shares, exclusive of shares owned immediately prior to the
Exclusionary Offer by the Class A Offeror, which certificate or certificates shall confirm, in the case of each such shareholder, that such shareholder shall not:  (i)
tender any shares in acceptance of any Exclusionary Offer without giving the Transfer Agent and the Secretary of Shaw written notice of such acceptance or intended acceptance at least seven days prior to the Expiry
Date;  (ii)
make any Exclusionary Offer;  (iii)
act jointly or in concert with any person or company that makes any Exclusionary Offer; or  (iv)
transfer any Class A Shares, directly or indirectly, during the time at which any Exclusionary Offer is outstanding without giving the Transfer Agent and the Secretary of Shaw written notice of such transfer or
intended transfer at least seven days prior to the Expiry Date, which notice shall state, if known to the transferor, the names of the transferees and the number of Class A Shares transferred or to be transferred to each transferee; or  (B)
as of the end of the seventh day after the Offer Date there has been delivered to the Transfer Agent and to the Secretary of Shaw a certificate or certificates signed by or on behalf of one or more shareholders of Shaw
owning in the aggregate more than 50% of the then outstanding Class A Shares, exclusive of shares owned immediately prior to the Exclusionary Offer by the Class A Offeror, which certificate or certificates shall confirm, in the case of
each such shareholder:  (i)
the number of Class A Shares owned by the shareholder;  (ii)
that such shareholder is not making the offer and is not an associate or affiliate of, or acting jointly or in concert with, the person or company making the offer;  (iii)
that such shareholder shall not tender any shares in acceptance of the offer, including any varied form of the offer, without giving the Transfer Agent and the Secretary of Shaw written notice of such acceptance or
intended acceptance at least seven days prior to the Expiry Date; and  (iv)
that such shareholder shall not transfer any Class A Shares, directly or indirectly, prior to the Expiry Date without giving the Transfer Agent and the Secretary of Shaw written notice of such transfer or intended
transfer at least seven days prior to the Expiry Date, which notice shall state, if known to the transferor, the names of the transferees and the number of Class A Shares transferred or to be transferred to each transferee; or  (C)
as of the end of the seventh day after the Offer Date, a combination of certificates that comply with (A) and (B) from shareholders of Shaw owning in the aggregate more than 50% of the then outstanding Class A
Shares, exclusive of shares owned immediately prior to the Exclusionary Offer by the Class A Offeror, has been delivered to the Transfer Agent and to the Secretary of Shaw. If a notice referred to in sub-clause (A)(i), (A)(iv), (B)(iii) or (B)(iv) is given and the conversion right has not come into
effect, the Transfer Agent shall either forthwith upon receipt of the notice or forthwith after the seventh day following the Offer Date, whichever is later, determine the number of Class A Shares in respect of which there are subsisting
certificates that comply with either clause (A) or (B). For the purpose of this determination, certificates in respect of which such a notice has been filed shall not be regarded as subsisting insofar as the Class A Shares to which the
notice relates are concerned; the transfer that is the subject of any notice referred to in sub-clause (A)(iv) or (B)(iv) shall be deemed to have already taken place at the time of the determination; and the
transferee in the case of any notice referred to in sub-clause (A)(iv) or (B)(iv) shall be  8

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deemed to be a person or company from whom the Transfer Agent does not have a subsisting certificate unless the Transfer Agent is advised of the identity of the transferee, either by such notice
or by the transferee in writing, and such transferee is a person or company from whom the Transfer Agent has a subsisting certificate. If the number of Class A Shares so determined does not exceed 50% of the number of then outstanding
Class A Shares, exclusive of shares owned immediately prior to the offer by the Offeror, clauses (A) and (B) shall cease to apply and the conversion right shall be in effect for the remainder of the Conversion Period.  (vi)
Modification Neither the Class A Shares nor the Class B Non-Voting Shares may be subdivided, consolidated, reclassified or otherwise changed unless contemporaneously therewith the other class is also subdivided, consolidated, reclassified or otherwise changed in the same
proportion and in the same manner.  (vii)
Offer to Purchase Shaw may not make an offer to purchase any outstanding
Class A Shares unless at the same time it makes an offer to purchase, on the same terms, an equivalent proportion of the outstanding Class B Non-Voting Shares.  (viii)
Redemption Neither the Class A Shares nor the Class B Non-Voting Shares are redeemable at the option of either Shaw or the holder thereof.  (c)
Preferred Shares  (i)
Class 1 Preferred Shares The Class 1 Preferred Shares are issuable in one
or more series. The Board of Directors may fix from time-to-time before such issue the number of shares which is to comprise each series then to be issued and the
designation, rights, conditions, restrictions and limitations attaching thereto, including, without limiting the generality of the foregoing, the rate of preferential dividends and whether or not such dividends shall be cumulative, the dates of
payment thereof, the redemption price and terms and conditions of redemption (including the rights, if any, of the holders of the Class 1 Preferred Shares of such series to require the redemption thereof), conversion rights (if any) and any
redemption fund, purchase fund or other provisions to be attached to the Class 1 Preferred Shares of such series. The shares of each successive series of
Class 1 Preferred Shares shall have preference over the Class A Shares and Class B Non-Voting Shares as to dividends of not less than 1/100th of a cent per share, and shall not confer upon the
shares of one series a priority over the shares of any other series of the Class 1 Preferred Shares in respect of voting, dividends or return of capital. If any amount of cumulative dividends or any amount payable on return of capital in
respect of shares of a series of the Class 1 Preferred Shares is not paid in full, the shares of such series shall participate rateably with the shares of all other series of Class 1 Preferred Shares in respect of accumulated dividends and
return of capital.  (ii)
Class 2 Preferred Shares The Class 2 Preferred Shares are issuable in one
or more series. The Board of Directors may fix from time-to-time before such issue the number of shares which is to comprise each series then to be issued and the
designation, rights, conditions, restrictions and limitations attaching thereto, including, without limiting the generality of the foregoing, the rate of preferential dividends and whether or not such dividends shall be cumulative, the dates of
payment thereof, the redemption price and terms and conditions of redemption (including the rights, if any, of the holders of the Class 2 Preferred Shares of such series to require the redemption thereof), conversion rights (if any) and any
redemption fund, purchase fund or other provisions to be attached to the Class 2 Preferred Shares of such series. The shares of each successive series of
Class 2 Preferred Shares shall have preference over the Class A Shares and Class B Non-Voting Shares (but shall rank junior to the Class 1 Preferred Shares) as to dividends and shall not
confer upon the shares of one series a priority over the shares of any other series of Class 2 Preferred  2017 Annual Information Form  Shaw
Communications Inc.

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##### Table of Contents

Shares in respect of voting, dividends or return of capital. If any amount of cumulative dividends or any amount payable on return of capital in respect of shares of a series of Class 2
Preferred Shares is not paid in full, the shares of such series shall participate rateably with the shares of all other series of the Class 2 Preferred Shares in respect of accumulated dividends and return of capital.  (iii)
Series A Shares and Series B Shares The Series A Shares and the Series B Shares are
each a series of Class 2 Preferred Shares. On May 31, 2011, the Company issued 12,000,000 Series A Shares. On June 30, 2016, 1,987,607 of the Series A Shares were converted into an equal number of Series B Shares in accordance with
the notice of conversion right issued on May 31, 2016. As a result of the conversion, the Company has 10,012,393 Series A Shares and 1,987,607 Series B Shares issued and outstanding. The Series A Shares are listed on the TSX under the symbol
SJR.PR.A. The Series B Shares began trading on the TSX on June 30, 2016 under the symbol SJR.PR.B. Holders of the Series A Shares are entitled to receive fixed
cumulative preferential cash dividends that will be reset every five years at a rate equal to the five-year Government of Canada bond yield plus 2.00%, as and when declared by the Board of Directors of the Company, payable quarterly on the last day
of each March, June, September and December (or if such date is not a business day, the next succeeding business day). For the five year period ended June 30, 2016, the annual rate was $1.125 per Series A Share. The annual fixed dividend,
payable quarterly, was reset to $0.69776 per Series A Share for the five year period from and including June 30, 2016 to but excluding June 30, 2021. The floating quarterly dividend rate for the Series B Shares was set at an annual
dividend rate of $0.63224 per Series B Share for the period from and including June 30, 2017 to but excluding September 30, 2017 and $0.68550 per Series B Share for the period from and including September 30, 2017 to but excluding
December 31, 2017 for the Series B Shares is set on a quarterly basis. On June 30, 2021 and on June 30 of every fifth year thereafter, the Company
may, at its option, redeem the Series A Shares in whole or in part by the payment of $25.00 in cash per Series A Share together with all declared and unpaid dividends to but excluding the date fixed for redemption. The Series A Shares do not have a
fixed maturity date and are not redeemable at the option of the holders of the Series A Shares. Holders of Series A Shares have the right, at their option, to convert all or any of their Series A Shares into Series B Shares, on the basis of one
Series B Share for each Series A Share, subject to certain conditions, on June 30, 2021 and on June 30 of every fifth year thereafter. Holders of the
Series B Shares will be entitled to receive quarterly floating rate cumulative preferred cash dividends, as and when declared by the Board of Directors of the Company, payable on the last day of each March, June, September and December (each three
month period ending on such a day, a Quarterly Floating Rate Period) in the amount per Series B Share determined by multiplying the Floating Quarterly Dividend Rate for such Quarterly Floating Rate Period by $25.00 and
multiplying that product by a fraction, the numerator of which is the actual number of days in such Quarterly Floating Rate Period and the denominator of which is 365 or 366, depending on the actual number of days in the applicable year,
where the Floating Quarterly Dividend Rate for a Quarterly Floating Rate Period equals the sum of 2.00% and the average yield expressed as an annual rate on three-month Government of Canada treasury bills for
the most recent treasury bills auction that precedes by at least 30 days the first day of such Quarterly Floating Rate Period. On any Series B Conversion Date (as
hereinafter defined) on and after June 30, 2021, the Company may, at its option, redeem the Series B Shares in whole or in part by the payment of $25.00 in cash per Series B Share together with all declared and unpaid dividends to, but
excluding, the date fixed for redemption. On any date that is not a Series B Conversion Date, the Company may, at its option, redeem all or any part of the outstanding Series B Shares by the payment of an amount in cash of $25.50 per Series B Share
together with all declared and unpaid dividends to but excluding the redemption date. The Series B Shares do not have a fixed maturity date and are not redeemable at the option of the holders of the Series B Shares. Holders of Series B Shares will have the right, at their option, on June 30, 2021 and on each June 30 every fifth year thereafter (each such date a
Series B Conversion Date), to convert, subject to certain conditions,  10

Shaw Communications Inc.2017 Annual Information Form




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##### Table of Contents

all or any of their Series B Shares, into Series A Shares, on the basis of one Series A Share for each Series B Share. In the event of the liquidation, dissolution or winding-up of the Company or any other distribution of assets of the Company
among its shareholders for the purpose of winding-up its affairs, subject to the prior satisfaction of the claims of all creditors of the Company and of holders of shares of the Company ranking prior to the
Series A Shares and the Series B Shares, the holders of Series A Shares and Series B Shares will be entitled to payment of $25.00 per share, and all accrued and unpaid dividends up to, but excluding, the date fixed for payment or distribution,
before any amount may be paid or any assets of the Company are distributed to the registered holders of any shares ranking junior to the Series A Shares and the Series B Shares. After payment of such amounts, the holders of Series A Shares and
Series B Shares will not be entitled to share in any further distribution of the assets of the Company. Subject to applicable law, holders of the Series A Shares
and Series B Shares will not be entitled to receive notice of, attend, speak or vote at any meeting of shareholders of the Company. In the event that, at any time, the Company has failed to pay eight quarterly dividends on the Series A Shares or the
Series B Shares, which, at such time, have not been paid in full, whether or not such dividends are consecutive and whether or not such dividends have been declared, the Company shall take all necessary steps to nominate for election to the
Board of Directors one independent candidate proposed by the holders of the Series A Shares, the Series B Shares and the holders of any other preferred shares in the capital of the Company in whose favour any right to nominate upon failure of the
Company to pay dividends is then in force, all of such holders to be considered one class for the purpose of proposing such candidate. Such candidate shall be nominated for election at the next scheduled annual shareholders meeting following
the Companys failure to pay such dividends, such election to be pursuant to the vote of all shareholders eligible to vote in respect thereof in accordance with the articles and by-laws of the Company.
Until all such dividends are paid in full, such a nominee shall be nominated for election at each annual shareholders meeting. When such dividends are paid in full, this right shall be extinguished and the nominee shall immediately resign.
This right shall become effective again at such time as the Company may again so fail to pay dividends.  (d)
Share Constraints The statutes which govern the provision of broadcasting and
telecommunications services by Shaw and its regulated subsidiaries impose restrictions on the ownership of shares of the Company and its regulated subsidiaries by persons that are not Canadian. In order to ensure that the Company and its regulated
subsidiaries remain eligible or qualified to provide broadcasting and telecommunications services in Canada, the articles of the Company require its directors to refuse to issue or register the transfer of any Class A Shares to a person that is
not a Canadian if such issue or transfer would result in the total number of such shares held by non-Canadians exceeding the maximum number permitted by applicable law. In addition, the directors of Shaw are
required to refuse to issue or register the transfer of any Class A Shares to a person in circumstances where such issue or transfer would affect the ability of the Company and its regulated subsidiaries to obtain, maintain, amend or renew a
license to carry on any business. The articles of the Company further provide that if, for whatever reason, the number of Class A Shares held by non-Canadians or other such persons exceeds the maximum
number permitted by applicable law or would affect the ability to carry on any licensed business, Shaw may, to the extent permitted by corporate or communications statutes, sell the Class A Shares held by such
non-Canadians or other persons as if it were the owner of such shares. The articles of the Company also give its directors the right to refuse to issue or register the transfer of shares of any class in the
capital of the Company if (i) the issue or the transfer requires the prior approval of a regulatory authority unless and until such approval has been obtained; or (ii) the person to whom the shares are to be issued or transferred has not
provided Shaw with such information as the directors may request for the purposes of administering these share constraints.  2017 Annual Information Form  Shaw
Communications Inc.

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##### Table of Contents

2.
Dividends  (a)
Dividend Policy The Companys dividend policy for Class A Shares
and Class B Non-Voting Shares is reviewed on a quarterly basis by Shaws Board of Directors. In general, subject to the rights of any preferred shares outstanding from
time-to-time, holders of Class A Shares and Class B Non-Voting Shares are entitled to receive such dividends as the
Board of Directors determines to declare on a share-for-share basis, if, as and when any such dividends are declared and paid. In addition to the standard legislated
solvency and liquidity tests that must be met, the Company would not be able to declare and pay dividends if there was an event of default or a pending event of default would result (as a consequence of declaring and paying dividends) under its
credit facilities. In accordance with the terms and conditions of such shares, for each Dividend Period (which runs from September 1 to August 31 of each
year) the aggregate of the dividends (other than stock dividends) declared and paid on each Class A Share shall be $0.0025 per share per annum less than the aggregate of the dividends declared and paid on each Class B Non-Voting Share. See the information under the heading Capital Structure, Dividends and Related Matters  Description of Capital Structure  Class A Shares and Class B Non-Voting Shares  Dividends. Dividends on the Series A Shares and the Series B Shares are described under
the heading Capital Structure, Dividends and Related Matters  Description of Capital Structure  Preferred Shares  Series A Shares and Series B Shares.  (b)
Dividend Rates and Payment Dates The tables below sets out dividend amounts
and payment dates for the Class A Shares, the Class B Non-Voting Shares, Series A Shares and Series B Shares for the fiscal year ended August 31, 2017 and the aggregate annual cash dividends
declared per Class A Share, Class B Non-Voting Share, Series A Share and Series B Share for each of the past three fiscal years.  Payment Dates

Dividends on
Class A Shares


Dividends on
Class B Non-Voting Shares


Payment Dates(1)

Dividends onSeries A Shares


Dividends onSeries B SharesSept. 29, 2016

$
0.098542


$
0.09875


Sept. 30, 2016

$
0.17444


$
0.15869Oct. 28, 2016

$
0.098542


$
0.09875Nov. 29, 2016

$
0.098542


$
0.09875Dec. 29, 2016

$
0.098542


$
0.09875


Jan. 3, 2017

$
0.17444


$
0.157Jan. 30, 2017

$
0.098542


$
0.09875Feb. 27, 2017

$
0.098542


$
0.09875Mar. 30, 2017

$
0.098542


$
0.09875


Mar. 31, 2017

$
0.17444


$
0.15681Apr. 27, 2017

$
0.098542


$
0.09875May 30, 2017

$
0.098542


$
0.09875Jun. 29, 2017

$
0.098542


$
0.09875


Jun. 30, 2017

$
0.17444


$
0.155Jul. 28, 2017

$
0.098542


$
0.09875Aug. 30, 2017

$
0.098542


$
0.09875  Payment Period

Dividends on
Class A Shares


Dividends on
Class B Non-Voting Shares





Dividends on
Series A Shares


Dividends on
Series B Shares(1)Fiscal 2015

$
1.14


$
1.142502






$
1.12500


$
-Fiscal 2016

$
1.182504


$
1.185






$
1.12500


$
-Fiscal 2017

$
1.182504


$
1.185






$
0.69776


$
0.6275 Notes: (1)
On June 15, 2016, 1,987,607 of the 12,000,000 Series A Shares were tendered for conversion, on a
one-for-one    basis, into Series B Shares. The Series B Shares began trading on the TSX on June 30, 2016. The payment date for the first
quarterly dividend on the Series B Shares was September 30, 2016.  12

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##### Table of Contents

3.
Ratings The following information relating to the
Companys credit and preferred share ratings is provided as it relates to the Companys financing costs, liquidity and operations. Specifically, credit ratings affect the Companys ability to obtain short-term and long term financing
and the cost of such financing. Additionally, the ability of the Company to engage in certain business activities on a cost effective basis may depend on these ratings. A reduction in the current ratings, particularly a downgrade below investment
grade ratings or a negative change in the Companys ratings outlook, could adversely affect the Companys cost of financing and its access to sources of liquidity and capital. In addition, changes in these ratings may affect the
Companys ability to, and the associated costs of, entering into and maintaining ordinary course contracts with customers or suppliers on acceptable terms. The
following table sets forth the ratings assigned to the Companys senior note obligations by DBRS Limited (DBRS), Standard & Poors, a division of The McGraw Hill Companies, Inc. (S&P) and
Moodys Investors Services, Inc. (Moodys).  Security

DBRS(1)


Moodys(2)


S&P (3)Senior Notes


BBB (low)(Stable)



Baa3 (Positive)



BBB- (Stable) Notes: (1)
DBRS credit ratings are on a long-term debt rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. A rating of BBB by DBRS is the fourth highest
of ten categories and is assigned to debt securities considered to be of adequate credit quality. The capacity for the payment of financial obligations is considered acceptable, but the entity may be vulnerable to future events. The assignment of a
(high) or (low) modifier within certain rating categories indicates relative standing within such category. The absence of either a high or low designation indicates the rating is in the middle of the
category. (2)
Moodys credit ratings are on a long-term debt rating scale that ranges from Aaa to C, which represents the range from highest to lowest quality of such securities rated. A rating of Baa by Moodys is the
fourth highest of nine categories and denotes obligations judged to be medium grade and subject to moderate credit risk. The addition of a 1, 2 or 3 modifier after a rating indicates the relative standing within a particular rating category. The
modifier 1 indicates that the issue ranks in the higher end of its generic rating category, the modifier 2 indicates a mid-range ranking and the modifier 3 indicates that the issue ranks in the lower end of
its generic rating category. (3)
S&Ps credit ratings are on a long-term debt rating scale that ranges from AAA to D, which represents the range from highest to lowest quality of such securities rated. A rating of BBB by S&P is the fourth
highest of ten major categories. According to the S&P rating system, an obligor with debt securities rated BBB has adequate capacity to meet its financial commitments. However, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity of the obligor to meet its financial commitments. The addition of a plus (+) or minus (-) designation after a rating indicates the relative standing within a particular rating category. The following table sets forth the ratings assigned to the Series A Shares by DBRS and S&P.  Security

DBRS(1) (3)


S&P(2)(3)Series A Shares


Pfd-3 (low)



P-3 (Stable) Notes: (1)
DBRS ratings for preferred shares range from a high of Pfd-1 to a low of D. A Pfd-3 rating by DBRS is the third highest of six categories
granted by DBRS. According to the DBRS rating system, securities rated Pfd-3 are of adequate credit quality. While protection of dividends and principal is still considered acceptable, the issuing entity is
more susceptible to adverse changes in financial and economic conditions, and there may be other adverse conditions present which detract from debt protection. High or low grades are used to indicate the relative standing
within a rating category. The absence of either a high or low designation indicates the rating is in the middle of the category. (2)
S&Ps ratings for preferred shares range from a high of P-1 to a low of D. A P-3 rating by S&P is the third highest of eight
categories granted by S&P. According to the S&P rating system, while securities rated P-3 are regarded as having significant speculative characteristics, they are less vulnerable to non-payment than other speculative issues, however, they face major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity
to meet its financial commitment on the obligation. The ratings from P-1 to P-5 may be modified by high and low grades which indicate relative
standing within the major rating categories. The absence of either a high or low designation indicates the rating is in the middle of the category. (3)
On June 15, 2016, 1,987,607 of the 12,000,000 Series A Shares were tendered for conversion, on a one-for-one basis, into Series B
Shares. The Series B Shares began trading on the TSX on June 30, 2016. As of the November 28, 2017, the Series B shares have not been rated.  2017 Annual Information Form  Shaw
Communications Inc.

13




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##### Table of Contents

Each rating agency has several categories of long-term ratings that may be assigned to a particular security.
Prospective purchasers of such securities should consult the rating organization with respect to the interpretation and implication of the foregoing ratings and outlooks. Ratings are intended to provide investors with an independent measure of the quality of the relevant securities. Ratings accorded by a rating agency are not
recommendations to purchase, hold or sell the relevant securities in as much as such ratings do not comment as to market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for any given period
of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant. The lowering of any rating may negatively affect the quoted market price, if any, of the relevant
securities. The Company made payments to each of DBRS, Moodys and S&P in connection with obtaining the above ratings, but has not made any other payments
to DBRS, Moodys or S&P over the past two years.  4.
Market for Securities  (a)
Marketplaces The securities of the Company are listed and posted for trading
on the exchanges set forth below.  Security

Exchange

Symbol

CUSIP NumberClass A Shares

TSX Venture Exchange

SJR.A


82028K101Class B Non-Voting Shares

Toronto Stock Exchange

SJR.B


82028K200New York Stock Exchange

SJR


82028K200Series A Shares

Toronto Stock Exchange

SJR.PR.A


82028K879Series B Shares

Toronto Stock Exchange

SJR.PR.B


82028K887  (b)
Trading Price and Volume The following table sets forth, for each month
during the fiscal year ending August 31, 2017, the monthly price range and volume traded for the Class A Shares on the TSX Venture Exchange and for the Class B Non-Voting Shares, Series A Shares
and Series B Shares on the Toronto Stock Exchange (TSX).  Class A Shares(1)TSX Venture-SJR.A


Class B Non-Voting Shares(1)TSX-SJR.B


Series A Shares(1)TSX-SJR.PR.A


Series B Shares(1)TSX-SJR.PR.BHigh


Low


Volume


High


Low


Volume


High


Low


Volume


High


Low


VolumeSep 2016


33.29



28.37



2,278



27.01



25.75



18,025,361



14.55



13.60



92,065



13.99



12.91



85,835Oct 2016


35.95



30.00



18,437



27.00



26.00



20,708,676



14.47



13.75



228,347



13.54



12.75



39,064Nov 2016


31.47



30.02



2,780



26.97



25.70



18,016,399



14.54



13.86



235,978



14.24



13.00



92,685Dec 2016


31.36



29.78



4,998



27.32



25.97



19,390,734



15.34



14.14



291,467



14.50



13.50



84,568Jan 2017


33.25



30.28



6,587



28.42



26.91



16,680,110



15.99



14.73



212,945



15.94



14.40



146,187Feb 2017


33.70



30.06



6,805



28.63



27.51



17,465,390



17.09



15.54



233,728



16.98



15.55



34,611Mar 2017


33.50



30.85



6,238



27.95



26.91



21,593,786



17.24



16.33



365,556



17.54



16.55



41,977Apr 2017


33.00



29.90



4,020



29.12



27.16



15,171,547



17.14



16.26



174,099



17.20



16.06



31,915May 2017


33.93



31.10



3,737



29.47



28.09



15,710,212



16.67



15.75



146,372



16.26



15.66



162,472Jun 2017


34.45



32.33



3,160



30.44



27.95



27,646,419



17.44



15.78



150,415



16.82



15.51



162,787Jul 2017


34.00



31.00



2,935



28.20



27.50



16,697,158



17.30



16.82



63,911



17.58



16.48



27,456Aug 2017


32.00



28.80



11,696



28.21



27.40



15,454,366



17.39



16.73



158,409



17.59



16.85



32,480 Note: (1)
Trading price and volume data is obtained from the TMX group  (c)
Prior Sales During the year ended August 31, 2017 the Company issued an
aggregate of $300 million of senior unsecured notes bearing interest at 3.80% and due on March 1, 2027. Pursuant to Shaws employee stock option
plan, during fiscal 2017, Shaw granted 2,923,000 options to acquire an aggregate of 2,923,000 Class B Non-Voting Shares at a weighted average exercise price of $26.89 per share.  14

Shaw Communications Inc.2017 Annual Information Form




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##### Table of Contents

DIRECTORS AND OFFICERS  1.
Directors Set forth below is a list of the directors of
the Company as of November 28, 2017 indicating their municipality, province or state and country of residence, their principal occupations during the five preceding years and the year in which they became a director of the Company. Directors
are typically elected at the annual meeting of shareholders to serve until the next annual meeting or until a successor is elected or appointed.  Name and
Municipality of Residence

Principal Occupation During the Five Preceding Years

DirectorSincePeter J. Bissonnette
Calgary, Alberta,
Canada

Corporate Director, President of the Company until August 2015


2009Adrian I. Burns
Ottawa, Ontario,
Canada

Corporate Director; President and CEO of Western Limited, a Saskatchewan real estate company; Chair of the National Arts Centre; former Member of the Copyright Board of Canada; former Commissioner of the CRTC


2001Richard R. Green
Boulder, Colorado
U.S.A.

Corporate Director; former President and CEO of Cable Television Laboratories Inc. (CableLabs®), a non-profit research development
consortium dedicated to pursuing new cable telecommunications technologies


2010Lynda Haverstock
Saskatoon, Saskatchewan
Canada

Corporate Director; former Senior Vice President, Special Projects of RMD Engineering; former President and Chief Executive Officer of Tourism Saskatchewan; former Lieutenant Governor of Saskatchewan


2007Gregory J. Keating
Porters Lake, Nova Scotia
Canada

Chairman and Chief Executive Officer, Altimax Venture Capital, parent company of the Keating Group which comprises a diverse portfolio of business interests


2007Michael W. OBrien
Canmore, Alberta,
Canada

Corporate Director; former Executive Vice-President, Corporate Development and Chief Financial Officer of Suncor Energy Inc., an integrated energy company


2003Paul K. Pew,
Toronto, Ontario,
Canada

Co-Founder and Co-Chief Executive Officer of G3 Capital Corp., a Toronto-based alternative asset manager; Corporate Director and Private Investor;
former Vice Chairman, Investment Banking, GMP Securities Ltd., an independent investment dealer


2008Jeffrey C. Royer
Toronto, Ontario,
Canada

Private Investor


1995Bradley S. Shaw(1)
Calgary, Alberta,
Canada

Chief Executive Officer of the Company since November 2010 and, prior thereto, Executive Vice President


1999Jim Shaw(1)
Calgary, Alberta,
Canada

Vice Chair of the Company and, until November 2010, Chief Executive Officer of the Company


2002JR Shaw(1)
Calgary, Alberta,
Canada

Founder and Executive Chair of the Company


1966JC Sparkman
Lakewood, Colorado
U.S.A.

Corporate Director; former Executive Vice President and Executive Officer of Telecommunications Inc. (also known as TCI), one of the largest cable television operators in the United States


1994  2017 Annual Information Form  Shaw
Communications Inc.

15




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##### Table of Contents

Name and
Municipality of Residence

Principal Occupation During the Five Preceding Years

DirectorSinceCarl E. Vogel
Cherry Hills Village,
Colorado
U.S.A.

Private Investor; Senior Advisor of DISH Network Corporation; Industry Advisor focused on media and communications for Kohlberg Kravis Roberts & Co. L.P.; former Vice Chairman of DISH Network Corporation (formerly EchoStar
Communications Corporation, a satellite-delivered digital television services provider in the United States) and EchoStar Corp. (a developer of set-top boxes and other electronic technology); former President
and Vice Chairman of EchoStar Communications Corporation; former President, Chief Executive Officer and a director of Charter Communications, a broadband service provider in the United States


2006Sheila C. Weatherill
Edmonton, Alberta
Canada

Corporate Director; former President and Chief Executive Officer of the Capital Health Authority, the Edmonton region health administrative authority


2009Willard H. Yuill
Medicine Hat, Alberta,
Canada

Chair and Chief Executive Officer of The Monarch Corporation, a private investment company and CSH International, Inc., a United States private equity company.


1999 Note: (1)
JR Shaw is the father of brothers, Jim Shaw and Bradley S. Shaw.  2.
Board Committee Members The Board of Directors of the
Company has established four standing committees: Executive, Audit, Corporate Governance and Nominating, and Human Resources and Compensation. The membership of each committee is set forth below as of November 28, 2017. The Executive Committee consists of JR Shaw (Chair), Adrian Burns, Michael W. OBrien, Paul Pew, Bradley S. Shaw and JC Sparkman. The Audit Committee consists of Michael W. OBrien (Chair), Richard Green and Jeffrey C. Royer. For further details concerning the Audit Committee, see the
information under the heading Audit Committee. The Corporate Governance and Nominating Committee consists of Paul K. Pew (Chair), Adrian Burns, Carl E.
Vogel and Sheila C. Weatherill. The Human Resources and Compensation Committee consists of Willard H. Yuill (Chair), Lynda Haverstock, Gregory J. Keating and
JC Sparkman.  3.
Executive Officers Set forth below is a list of the
executive officers of the Company as of November 28, 2017 indicating their municipality, province or state and country of residence and their respective positions with the Company. Officers are appointed annually and serve at the discretion of
the Board of Directors of the Company.  Name and Municipality of Residence

Principal Position with the CompanyJR Shaw(1)
Calgary, Alberta, Canada

Executive ChairJim Shaw(1)
Calgary, Alberta, Canada

Vice ChairBradley Shaw(1)
Calgary, Alberta, Canada

Chief Executive OfficerJay Mehr
Calgary, Alberta, Canada

President  16

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##### Table of Contents

Name and Municipality of Residence

Principal Position with the CompanyVito Culmone
Calgary, Alberta, Canada

Executive Vice President & Chief Financial OfficerTrevor English
Calgary, Alberta, Canada

Executive Vice President, Chief Strategy and Business Development OfficerPeter Johnson
Calgary, Alberta, Canada

Executive Vice President & Chief Legal and Regulatory OfficerJim Little
Calgary, Alberta, Canada

Executive Vice President & Chief Marketing and Culture OfficerZoran Stakic
Calgary, Alberta, Canada

Executive Vice President & Chief Technology OfficerJanice Davis(3)
Calgary, Alberta, Canada

Executive Vice President, Business Transformation & Chief Procurement OfficerChris Kucharski
Calgary, Alberta, Canada

President, Consumer & BusinessRon McKenzie
Calgary, Alberta, Canada

Senior Vice President, Chief Operating OfficerPaul McAleese(2)
Toronto, Ontario, Canada

Chief Operating Officer, Freedom Mobile Notes: (1)
JR Shaw is the father of brothers, Jim Shaw and Bradley Shaw. (2)
Alek Krstajic stepped down as the CEO, Freedom Mobile in the third quarter of fiscal 2017. (3)
As of November 16, 2017. All of the above officers have been employed in various capacities by the Company during the
past five years except Paul McAleese who was CEO of i-wireless LLC until April 2017; Vito Culmone who was Chief Financial Officer and Executive Vice President, Finance of WestJet Airlines Ltd. until May 2015;
and Janice Davis who was Vice President, Chief Procurement Officer of Bombardier until April 2013.  4.
Voting Shares held by Directors and Executive Officers To
the knowledge of the Company, the directors and executive officers, as a group, beneficially own, directly or indirectly, or exercise control or direction over, 17,795,500 Class A Shares, representing, as of November 28,
2017, approximately 79% of the issued and outstanding shares of such class. Of such number, 17,562,400 Class A Shares, representing approximately 78% of the issued and outstanding shares of such class, are held by Shaw Family Living Trust
(SFLT) and its subsidiaries for the benefit of the descendants of JR and Carol Shaw. The sole trustee of SFLT is a private company owned by JR Shaw and having a board comprised of seven directors, including as at November 28, 2017,
JR Shaw as Chair, Jim Shaw, Bradley S. Shaw, three other members of JR Shaws family, and one independent director. JR Shaw controls the shares held by SFLT and its subsidiaries and 77,000additional Class A Shares.  5.
Conflicts of Interest Certain directors and officers of
the Company are associated with other reporting issuers or other corporations which may give rise to conflicts of interest. Directors and officers of Shaw and its subsidiaries are required to disclose existing and potential conflicts in accordance
with Shaws Business Conduct Standards governing directors and officers and in accordance with applicable laws. The Corporate Governance and Nominating Committee closely monitors relationships among directors to ensure that business
associations do not affect the Boards performance. In a circumstance where a director declares an interest in any material contract or material transaction being considered at a meeting, the director generally absents himself or herself from
the meeting during the consideration of the matter, and does not vote on the matter.  6.
Cease Trade Orders, Bankruptcies, Penalties or Sanctions To the Companys knowledge, based on information supplied by the directors and executive officers, no director, executive officer or controlling shareholder of the
Company: (i) has, within the 10 years preceding the  2017 Annual Information Form  Shaw
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date of this Annual Information Form, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement
or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such director, executive officer or controlling shareholder, or (ii) is, at the date of this Annual Information Form, or has been
within the 10 years preceding the date of this Annual Information Form, a director or executive officer of any company that, while the person was acting in that capacity (or within a year of ceasing to act in that capacity), became bankrupt, made a
proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, save and
except for JR Shaw who was a director of Darian Resources Ltd. (Darian) prior to its filing for creditor protection under the Companies Creditors Arrangement Act (the CCAA) on February 12,
2010. Darian successfully completed its restructuring proceedings under the CCAA on July 2, 2010. Further, to the Companys knowledge, and based upon information provided to it by the directors and executive officers, no director or
executive officer is, at the date of this Annual Information Form, or was within the 10 years preceding the date of this Annual Information Form, a director, chief executive officer or chief financial officer of a company that, during the time the
director or executive officer was acting in such capacity or as a result of events that occurred while the director or executive officer was acting in such capacity, was subject to a cease trade order, an order similar to a cease trade order or an
order that denied the relevant company access to any exemption under securities laws that was in effect for a period of more than 30 consecutive days. AUDIT COMMITTEE  1.
Audit Committee Charter The Audit Committee of the Board
of Directors of the Company is responsible for overseeing the integrity of the Companys financial reporting process. A copy of the charter of the Audit
Committee is attached as Schedule A to this Annual Information Form.  2.
Audit Committee Composition, Education and Experience As
of November 28, 2017, the Audit Committee consisted of Michael W. OBrien (Chair), Richard Green and Jeffrey C. Royer. Each member of the Audit Committee is independent and financially literate, as such terms are defined in National
Instrument 52-110  Audit Committees. In addition, each of Messrs. OBrien and Royer qualify as a financial expert under the Sarbanes-Oxley Act of 2002 and other applicable
regulatory requirements. In addition to each members general business experience, the education and experience of each member of the Audit Committee that is
relevant to the performance of his responsibilities as a member of the Audit Committee are set forth below. Michael W. OBrien (Chair) held a number of senior
executive management positions during his 27 year tenure with integrated energy company, Suncor Energy Inc. (TSX and NYSE listed), including various positions with responsibility for planning, business development, refining and marketing, finance,
and mining and extraction, retiring as Executive Vice President, Corporate Development and Chief Financial Officer in 2002. Mr. OBrien has served as a member of the Board of Directors of Suncor since 2002 and is a member of both its audit
committee and governance committee. Mr. OBrien holds a Bachelor of Arts from the University of Toronto and an MBA from York University. Richard Green was
President and CEO of Cable Television Laboratories, Inc. from 1988 to 2008 and formerly Senior Vice President at PBS and director of CBSs Advanced Television Technology Laboratory. Dr. Green is a Director and member of the nominating and
corporate governance committee of Liberty Global, Inc. (NASDAQ listed), the largest international cable company with operations in 14 countries, Director and member of the audit, compensation and nominating and governance committees of Liberty
Broadband Corporation (NASDAQ listed) and is a Director of Jones/NCTI, a workforce performance solutions company for individuals and  18

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broadband companies. Dr. Green holds a Bachelor of Science from the Colorado College, a Masters in physics from the State University of New York in Albany and a PhD from the University of
Washington. Jeffrey Royer is a private investor. Mr. Royer serves as Chairman of Baylin Technologies Inc. (TSX listed) and (BY) Medimor Ltd. and is a director
of Emmit Labs Inc. and Beit Yehuda Hotels Inc., Jerusalem, Israel. Mr. Royer has served as director of several other not-for-profit organizations. Mr. Royer is
a General Partner of the Arizona Diamondbacks Baseball Club. He served as a member and Chairman of the Audit Committee in previous years. Mr. Royer received his BA in Economics from Lawrence University.  3.
Audit Fees The aggregate amounts paid or accrued by the
Company with respect to fees payable to Ernst & Young LLP, the auditors of the Company, for audit (including separate audits of wholly-owned and non-wholly owned entities, financings, regulatory
reporting requirements and Sarbanes-Oxley Act-related services), audit-related, tax and other services in the fiscal years ended August 31, 2017 and 2016 were as follows:  Type of Service

Fiscal 2017


Fiscal 2016Audit Fees

$
3,569,000


$
4,424,000Audit-Related Fees

$
416,000


$
519,000Tax Fees

$
651,000


$
1,326,000Total

$
4,636,000


$
6,269,000 Audit-related fees for fiscal 2017 relate to service organization control reports for the Companys data centres that were disposed
of during the year, assurance services in respect of an environmental and regulatory report, and financing arrangements and for fiscal 2016 relate to service organization control reports for the Companys data centres, assurance services in
respect of an environmental report, and financing arrangements. The tax fees for fiscal 2017 relate to tax advisory services on dispositions, financing arrangements, linear property tax compliance, and general tax advisory services and for fiscal
2016 relate to tax advisory services on acquisitions, dispositions, financing arrangements, linear property tax compliance, and general tax advisory services. The
Audit Committee considered and agreed that the above fees are compatible with maintaining the independence of the Companys auditors. Further, the Audit Committee determined that, in order to ensure the continued independence of the auditors,
only limited non-audit services will be provided to the Company by Ernst & Young LLP and in such case, only with the prior approval of the Audit Committee. The Chair of the Audit Committee has been
delegated authority to approve the retainer of Ernst & Young LLP to provide non-audit services in extraordinary circumstances where it is not feasible or practical to convene a meeting of the Audit
Committee, subject to an aggregate limit of $150,000 in fees payable to Ernst & Young LLP for such services at any time until ratified by the Audit Committee. The Chair of the Audit Committee is required to report any such services approved
by him to the Audit Committee. LEGAL PROCEEDINGS AND REGULATORY ACTIONS The Company is involved in litigation matters and regulatory actions arising in the ordinary course and conduct of its business. Although such legal proceedings and
regulatory actions cannot be predicted with certainty, management of the Company does not expect that the outcome of these matters will have a material adverse effect on the Company. The Company is not a party to any proceeding that involves a claim
for damages, exclusive of interest and costs, in excess of 10% of the current assets of the Company. As of the date hereof, no penalties or sanctions material to the Company have been imposed by a court relating to securities legislation or by a
securities regulatory authority, no other penalties or sanctions material to the Company have been imposed by a court or regulatory body, and the Company has not entered into any settlement agreements before a court relating to securities
legislation or with a securities regulatory authority.  2017 Annual Information Form  Shaw
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INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS Except for the Companys sale of Shaw Media Inc. and Shaw Television Limited Partnership to Corus for $2.65 billion, no director or executive
officer of the Company or of any person that beneficially owns, or controls or directs, directly or indirectly, more than 10% of the Class A Shares and of any associate or affiliate of the foregoing, has any material interest, direct or
indirect, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect the Company. REGISTRAR AND TRANSFER AGENT The registrar and transfer agent for the Class A Shares, Class B Non-Voting Shares, Series A Shares and Series B Shares
is AST Trust Company (Canada) at its principal offices in Vancouver, British Columbia; Calgary, Alberta; and Toronto, Ontario. The co-registrar and co-transfer agent in
the United States for the Class B Non-Voting Shares is American Stock Transfer & Trust Company, LLC at its principal office in Brooklyn, New York. INTERESTS OF EXPERTS The Companys auditors are Ernst & Young LLP. The Companys audited consolidated financial statements for the year ended August 31, 2017 have
been filed under NI 51-102  Continuous Disclosure Obligations. Ernst & Young LLP has communicated to the Company that, in their opinion, they are independent of the Company within the
meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta and the applicable rules and regulations adopted by the U.S Securities and Exchange Commission and Public Company Accounting Oversight Board (United
States). ADDITIONAL INFORMATION Additional information concerning the Company is available through the Internet on SEDAR which may be accessed at www.sedar.com. Copies of such information may
also be obtained on the Companys website at www.shaw.ca, or on request without charge from the Executive Vice President & Chief Legal and Regulatory Officer, Suite 900, 630  3rd Avenue S.W., Calgary, Alberta,
Canada T2P 4L4, telephone (403) 750-4500. Additional information including directors and officers
remuneration and indebtedness, principal holders of the Companys securities, and securities authorized for issuance under equity compensation plans will be contained in the Companys Proxy Circular for its January 11,
2018 Annual General Meeting. Additional financial information is provided in the Companys comparative financial statements for its most recently completed financial year, and managements discussion and analysis thereon. Copies of such
documents may be obtained in the manner set forth above. CAUTION CONCERNING FORWARD LOOKING STATEMENTS Statements included in this Annual Information Form, including documents incorporated by reference herein, that are not historic constitute
forward-looking statements within the meaning of applicable securities laws. Such statements include, but are not limited to:  

statements about future capital expenditures; 

acquisitions and dispositions; 

cost efficiencies; 

financial guidance for future performance; 

business strategies and measures to implement strategies; 

statements about Companys equity investments, joint ventures and partnership arrangements; 

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

the cost of acquiring and retaining subscribers and deployment of new services;  20

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

competitive strengths; and 

expansion and growth of Shaws business and operations and other goals and plans. They can generally be identified
by words such as anticipate, believe, expect, plan, intend, target, goal and similar expressions (although not all forward-looking statements contain such words).
All of the forward-looking statements made in this report are qualified by these cautionary statements. Forward-looking statements are based on assumptions and
analyses made by Shaw in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances as of the current date. These
assumptions, many of which are confidential, include, but are not limited to:  

general economic conditions; 

interest; 

income tax and exchange rates; 

technology deployment; 

subscriber growth; 

pricing, usage, and churn rates; 

availability of devices; 

content and equipment costs; 

industry structure; 

conditions and stability; 

government regulation; and 

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

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

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

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

the Companys ability to execute its strategic plans and complete its capital projects; 

the Companys ability to achieve cost efficiencies; 

technology, cyber security and reputational risks; 

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

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

the Companys status as a holding company with separate operating subsidiaries; and 

other factors described in the Companys 2017 Annual MD&A under the heading Known events, trends, risks and uncertainties. The foregoing is not an exhaustive list of all possible factors. Should one or more of these risks materialize, or should assumptions underlying the forward-looking
statements prove incorrect, actual results may vary materially from those described herein. The Company provides certain financial guidance for future performance
as the Company believes that certain investors, analysts and others utilize this and other forward-looking information in order to assess the Companys expected operational and financial performance and as an indicator of its ability to service
debt and return cash to shareholders. The Companys financial guidance may not be appropriate for this or other purposes. Any forward-looking statement speaks
only as of the date on which it was originally made and, except as required by law, Shaw expressly disclaims any obligation or undertaking to disseminate any updates or  2017 Annual Information Form  Shaw
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revisions to any forward-looking statement to reflect any change in related assumptions, events, conditions or circumstances. All forward looking statements contained in this Annual Information
Form are expressly qualified by this statement. MATERIAL CONTRACTS Shaw has not entered into any material contracts, other than those contracts entered into in the ordinary course of business, within the last financial year, or before
the last financial year and since January 1, 2002 that is still in effect.  22

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SCHEDULE A SHAW COMMUNICATIONS INC AUDIT COMMITTEE CHARTER This
Charter of the Audit Committee (the Committee) of the Board of Directors (the Board) of Shaw Communications Inc. (the Corporation) was adopted and approved November 2, 2017.  I.
Mandate The primary function of the Committee is to assist the Board in fulfilling
its oversight responsibilities with respect to the integrity of the Corporations financial reporting process. The primary duties of the Committee involve:  

oversight of the integrity of the Corporations financial statements and related information, 

oversight of managements assessing and reporting on the effectiveness of internal controls, 

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

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

oversight of the Corporations processes for identifying, assessing and managing risks and the Corporations financing strategy. The Committee will fulfill this mandate primarily by carrying out the duties and responsibilities set forth in Section IV of this Charter.  II.
Composition The Committee will be comprised of three or more directors that meet the
independence, financial literacy, financial expertise, and other membership requirements under applicable laws, policies and guidelines of securities regulatory authorities and any other applicable policies established by the Board. The members and the Chair of the Committee shall be appointed by the Board annually. Each such appointment shall continue until reappointment, resignation or removal by
the Board.  III.
Meetings The Committee shall meet at least quarterly and more frequently as
circumstances require or as requested by the Board, a member of the Committee, the Corporations external auditors or a senior officer of the Corporation. Each
member of the Committee shall be given written notice of each meeting of the Committee as far in advance as practicable and, in any event, not later than 24 hours in advance unless otherwise waived by all members of the Committee. Each notice of
meeting shall state the nature of the business to be transacted at the meeting in reasonable detail and, to the extent practicable, be accompanied by copies of documentation to be considered at the meeting. The Chair of the Committee shall consult
with senior management as to the agenda for each meeting of the Committee. A quorum for the transaction of business at a meeting of the Committee is not less than a
majority of the members of the Committee. Members of the Committee may participate in any meeting by means of such telephonic, electronic or other communication facilities as permit all persons participating in the meeting to communicate adequately
with each other. The internal and external auditors, senior management and other parties may attend meetings of the Committee as required by this Charter and as
considered appropriate by the Committee.  2017 Annual Information Form  Shaw
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Minutes shall be kept of all meetings of the Committee (other than in camera sessions) and shall be signed by
the Chair and Secretary of the meeting.  IV.
Responsibilities and Duties of the Committee The Corporations management is
responsible for preparing the Corporations financial statements and the external auditors are responsible for, as applicable, reviewing and auditing those financial statements. The Committee is responsible for overseeing the conduct of those
activities. The Corporations external auditors and, in respect of such activities, the Corporations management are accountable to the Committee. The
Committee shall fulfill its oversight responsibilities primarily by carrying out the activities set forth below. The items enumerated below are not intended to be exhaustive of the duties of the Committee and may be supplemented and revised from
time to time as considered appropriate. Financial Reporting  1.
Review with management and the internal and external auditors the Corporations annual and interim financial statements and related managements discussion and analysis (MD&A), annual
information forms, earnings news releases and earnings guidance.  2.
Make recommendations to the Board as to approval of the Corporations annual and interim financial statements and related MD&A and news releases prior to public disclosure provided that the Committee may
approve interim financial statements and related MD&A and news releases for disclosure to the public (provided that such disclosure is subsequently tabled before the Board for ratification, confirmation and approval).  3.
On a periodic basis, review with management and the external auditors:  a)
any material issues as to accounting principles and financial statement presentation, including changes in accounting policies (whether elective or mandated) and the implications of selecting from among available
accounting policy alternatives,  b)
any significant financial reporting issues made in connection with the preparation of the financial statements,  c)
the effects of regulatory and accounting developments on the Corporations financial reporting,  d)
all comments, reports and other correspondence from regulatory agencies concerning the Corporations financial disclosure and related matters along with all responses thereto of the Corporation,  e)
the effects of key estimates and judgments on the Corporations financial reporting,  f)
the effects of off-balance sheet arrangements on the Corporations financial reporting, and  g)
any material written correspondence and disagreements between management and the external auditors.  4.
Obtain assurance that financial statement certifications and attestations from management of the Corporation will be completed and filed with applicable securities regulatory authorities as required. Internal Controls and Disclosure Controls  5.
Oversee managements design and implementation of, and reporting on, the Corporations internal controls.  A-2

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6.
Review with management, the external auditors and internal auditor compliance by the Corporations directors and management with the Corporations disclosure policy.  7.
Review reports from management, the internal auditors and the external auditors as to the reliability and effective operation of the Corporations accounting system and internal controls.  8.
Review disclosures made to the Committee by the Chief Executive Officer and Chief Financial Officer during their certification process for applicable securities law filings about any significant deficiencies and
material weaknesses in the design or operation of the Corporations internal control over financial reporting which are reasonably likely to adversely affect the Corporations ability to record, process, summarize and report financial
information required to be disclosed by the Corporation in the reports that it files under applicable law.  9.
Establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal control or auditing matters, including a procedure for the confidential, anonymous
submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters, and consider reports on the investigation and resolution of such complaints.  10.
Review reports of any fraud that involves management or other employees, particularly where such individuals have a significant role in the Corporations internal controls. Internal Audit  11.
Review the appointment, removal, independence, objectivity and performance of the Corporations internal auditors.  12.
Review the internal audit plan with the external auditors, the internal auditors and with senior management of the Corporation.  13.
Review all reports issued by the internal auditors relating to internal control weaknesses and managements response and action.  14.
Regularly review, and amend as considered appropriate, the charter of the internal auditors.  15.
Meet in camerawith the internal auditors to discuss any matters that the Committee or the internal auditors believe should be discussed privately. External Audit  16.
Review the qualifications and performance of the external auditors, who shall report directly to, and be accountable to, the Committee, and approve any proposed discharge or change of the external auditors, or of the
lead audit partner and approve decisions as to the terms of engagement (including estimated fees) of the external auditors.  17.
Review in advance (or review subsequent to approval by the Chair of the Committee within approval limits set by the Committee) any engagements (including estimated fees) for
non-audit services to be provided by the external auditors firm or its affiliates, along with any other significant relationships which the external auditors have with the Corporation, to confirm that
such non-audit services and other relationships do not impair the independence or objectivity of the external auditor and compliance with applicable laws.  18.
Review reports by the external auditors as to the audit firms relationship with the Corporation, any material issues raised by internal quality-control reviews or peer reviews of the auditing firm, or by any
inquiry or investigation by governmental or professional authorities respecting one or more independent audits carried out by the external auditors, and any steps taken to deal with any such issues.  2017 Annual Information Form  Shaw
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19.
Review the audit plan with the external auditors and with senior management of the Corporation.  20.
Review all correspondence of the external auditor relating to internal control weaknesses and managements written response and action and any mitigating procedures or controls relied upon in respect of any such
deficiencies.  21.
Resolve any disputes that arise between the external auditors and management regarding financial reporting.  22.
Meet in camerawith the external auditors to discuss any matters that the Committee or the external auditors believe should be discussed privately. Finance & Risk Management  23.
Review the Corporations long term financing strategy, annual financing plan and specific proposed financings not otherwise considered in such plan.  24.
Review managements processes for identifying, assessing and managing the principal risks to the Corporation and its businesses.  25.
Review the major risk exposures and trends identified by management and its implementation of risk policies and procedures to monitor and manage such exposures.  26.
Review the Corporations risk disclosure in its annual and interim materials. Other  27.
The Committee shall report to the Board at least quarterly as to its activities.  28.
Review the appointment of the Chief Financial Officer and any key financial executives of the Corporation involved in the financial reporting process, and set policies for the hiring by the Corporation of employees or
former employees of the Corporations external auditors.  29.
Review the succession plans for the Chair of the Committee and for Committees financial experts.  30.
Provide orientation and training for new members of the Committee and continuing education initiatives for existing members.  31.
Review this charter on an annual basis and suggest to the Corporate Governance and Nominating Committee of the Board such revisions as the Committee may believe to be required by new laws or to be prudent.  32.
The Committee shall have the right for the purposes of performing its duties to full and unrestricted access to the books and records of the Corporation, the external and internal auditors of the Corporation and
management of the Corporation.  33.
Engage and set the remuneration of such independent external advisors, including independent legal counsel, at the Corporations expense, as the Committee may deem necessary or desirable to carry out its duties.  34.
Conduct all such investigations, or authorize others to conduct such investigations, as may be necessary or desirable with respect to matters within the Committees mandate.  35.
Perform such other activities consistent with this Charter, the Corporations constating documents and governing law, as the Committee or the Board considers necessary or appropriate.  A-4

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V. Responsibilities and Duties of the Chair of the Committee To fulfill his or her responsibilities and duties, the Chair of the Committee shall:  

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

Act as chair of meetings of the Committee. 

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

Facilitate the Committees interaction with management of the Corporation, the Board and other committees of the Board. 

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

Perform such other duties and responsibilities as may be delegated to the Chair by the Committee from time to time.  2017 Annual Information Form  Shaw
Communications Inc.

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