##### Table of Contents








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##### 



TABLE OF
    CONTENTS
   
 CORPORATE STRUCTURE


1GENERAL DEVELOPMENT OF THE BUSINESS


21. Cable Division


22. Satellite Division


4DESCRIPTION OF SHAWS BUSINESSES


41. Cable Division


42. Satellite Division


123. Additional Information Concerning Shaws
    Businesses


144. Risk Factors


14CANADIAN REGULATORY ENVIRONMENT


151. Overview


152. Cable Television


153. New Media and Internet Access


184. Digital Phone


185. Internet Infrastructure


196. Satellite


197. Other Regulatory Matters


20CAPITAL STRUCTURE, DIVIDENDS AND RELATED
    MATTERS


211. Description of Capital Structure


212. Dividends


253. Ratings


274. Market for Securities


285. Prior Sales


29DIRECTORS AND OFFICERS


301. Directors as of November 29, 2007


302. Board Committee Members


313. Executive Officers as of November 29,
    2007


324. Shareholdings of Directors and Executive
    Officers


325. Additional Disclosure for Directors and
    Executive Officers


33AUDIT COMMITTEE


331. Audit Committee Charter


332. Audit Committee Composition and Background


333. Audit Fees


34LEGAL PROCEEDINGS


34REGISTRAR AND TRANSFER AGENT


35INTERESTS OF EXPERTS


35ADDITIONAL INFORMATION


35CAUTION CONCERNING FORWARD LOOKING STATEMENTS


35SCHEDULE A  AUDIT COMMITTEE
    CHARTER


A-1   i




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
    CORPORATE
    STRUCTURE
  Shaw Corporation
  Business Corporations Act Business Corporations Act (403) 750-4500.
    Entity

Jurisdiction

Nature of OperationsShaw Cablesystems Limited

Alberta

Television Distribution and Internet ServicesShaw Cablesystems
    G.P.(2)

Alberta

Television Distribution and
    Internet ServicesVideon Cablesystems Inc.

Federal

Television Distribution and Internet ServicesShaw Telecom Inc.

Alberta

Telecommunications ServicesShaw Business Solutions Inc.

Alberta

Telecommunications ServicesShaw Satellite Services Inc.

Federal

Satellite ServicesStar Choice Communications Inc.

Federal

Satellite ServicesStar Choice Television Network Incorporated

Federal

Satellite Services    Notes:
   (1)
    
    The above table lists subsidiaries
    of Shaw in accordance with National Instrument
    51-102 
    Continuous Disclosure Obligations, as well as certain
    other entities owned or controlled, directly or indirectly, by
    Shaw.(2)
    
    Shaw Cablesystems G.P. is a
    partnership of Shaw Communications Inc., Shaw Cablesystems
    Limited, Videon Cablesystems Inc.
    (Videon) and certain other
    subsidiaries of Shaw formed to operate the cable television
    systems owned by the partners.   1




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
    GENERAL
    DEVELOPMENT OF THE BUSINESS
      1.
    Cable
    Division    (a)
    Cable
    Television  (i)
    General  CRTC
    (ii)
    Acquisitions
    and Dispositions     2




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007   (b)
    Internet
    Access  tm dial-up tm
      (c)
    Digital
    Phone  tm
    tm
  (d)
    Internet
    Infrastructure (Shaw Business Solutions)  Shaw Business Solutions
     3




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
     2.
    Satellite
    Division  Satellite Services Star
    Choice DTH
    DESCRIPTION
    OF SHAWS BUSINESSES
    1.
    Cable
    Division  (a)
    Cable
    Television  (i)
    General      (ii)
    Cable
    Network  DCTs
 4




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SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
   Video-on-Demand VOD HDTV
  (iii)  Cable
    Television Offerings
    Basic Cable and Extended Tiers
        Digital Cable
    pay-per-view
     5




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SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
   Pay Television and
    Pay-Per-View
    PPV
  Video-on-Demand VOD
  Video-on-Demand.
      Bundling of Services
      New Video Services
   6




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
     (iv)
    Competition    MDS
  line-ups Radiocommunication Act
         7




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
     line-ups,
  (b)
    Internet
    Access  (i)
    General  tm dial-up dial-up
  tm tm tm
  tm
       8




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
   (ii)
    Network      e-mail e-mail
  (iii)
    Competition    dial-up
  DSL dial-up
       9




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
     (c)
    Digital
    Phone  (i)
    General  tm tm E-911 (24/7/365) tm tm
  tm tm tm IP-based
    (ii)
    Competition  tm ILECs VoIP
   10




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
   (d)
    Internet
    Infrastructure (Shaw Business Solutions)  (i)
    General  tm ISPs
    (ii)
    Shaw
    Business Solutions Network    IP-based
    (iii)
    Competition   11




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SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
    2.
    Satellite
    Division  (a)
    General    (i) Star Choice DTH
  (ii) Satellite Distribution Services
        (b)
    Satellite
    Network    Nature of Satellite ServicesSatellite

Transponders

InterestAnik F2

18 Ku-band

Owned4 Ku-band

LeasedAnik F1R

28 Ku-band

Leased2 C-band

LeasedIntelsat 1A5 (formerly known as Telstar 5)

1 Ku-band (partial)

Leased   (c)
    Satellite
    Businesses  (i)
    Star
    Choice DTH      line-up
 12




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
       (ii)
    Satellite
    Distribution Services  Shaw Broadcast Services
    SRDU HITS/QT
  ,
  Shaw Tracking
    (d)
    Competition     13




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SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
     3.
    Additional
    Information Concerning Shaws Businesses  (a)
    Seasonality
    and Customer Dependency    (b)
    Environmental
    Matters    (c)
    Foreign
    Operations      (d)
    Employees    4.
    Risk
    Factors   14




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
    CANADIAN
    REGULATORY ENVIRONMENT
  1.
    Overview  BDUs
  Broadcasting Act Telecommunications Act Copyright Act Radiocommunication Act Radiocommunication Act Telecommunications Act
  2.
    Cable
    Television  (a)
    General  Broadcasting Regulations
         15




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
   (b)
    Licensing      (c)
    Canadian
    Content        third-language
  (d)
    Digital
    Broadcasting Services    French-language French-language
 16




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
     (e)
    Rate
    Regulation            (f)
    Access
    Rights  Telecommunications Act
    Telecommunications Act
 17




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
    3.
    New
    Media and Internet Access  Broadcasting Act
  Telecommunications Act
    4.
    Digital
    Phone  Telecommunications Act CLEC
  Telecommunications Act
  Telecommunications Act
  2006-15,
   18




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
     5.
    Internet
    Infrastructure  Telecommunications Act
    6.
    Satellite    (a)
    DTH  SCTN
  Broadcasting Act
  (b)
    SRDU  Broadcasting Act
   19




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
    7.
    Other
    Regulatory Matters  (a)
    Restrictions
    on Non-Canadian Ownership and Control  Order Broadcasting Act 1 3 1 3 Broadcasting Act
  Telecommunications Telecommunications 2 3
      (b)
    Copyright  Copyright Act
 20




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
   Copyright Act
  (c)
    Radio
    Apparatus  Radiocommunication Act
  CAPITAL
    STRUCTURE, DIVIDENDS AND RELATED MATTERS
  1.
    Description
    of Capital Structure  (a)
    General  Class A Shares Class B
    Non-Voting Shares Shaw Shares Class 1 Preferred Shares Class 2 Preferred
    Shares
  (b)
    Class A
    Shares and Class B Non-Voting Shares  (i)
    Authorized
    Number of Class A Shares    (ii)
    Voting
    Rights  winding-up
  (iii)
    Dividends   21




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
     (iv)
    Rights on
    Liquidation  winding-up
  (v)
    Conversion
    Privilege    Class A Offeror
  Conversion Period
  Exclusionary Offer
      Expiry Date
  Offer Date
 22




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
   Transfer Agent
                          (vi)
    Modification   23




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
   (vii)
    Offer to
    Purchase    (viii)
    Redemption    (c)
    Class 1
    Preferred Shares      (d)
    Class 2
    Preferred Shares      (e)
    Share
    Constraints   24




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
     2.
    Dividends  (a)
    Dividend
    Policy     25




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
   (b)
    Distribution
    Rates and Payment Dates    Fiscal
    2007 Distribution Rates and Payment Dates
  Class of Shares

Distribution Rate


Payment DatesClass A Participating

$
0.024792


September 29, 2006$
0.024792


October 31, 2006$
0.024792


November 30, 2006$
0.041458


December 29, 2006$
0.041458


January 31, 2007$
0.041458


February 28, 2007$
0.041458


March 30, 2007$
0.041458


April 30, 2007$
0.041458


May 31, 2007$
0.046458


June 30, 2007$
0.046458


July 31, 2007$
0.046458


August 31, 2007Class B Non-Voting Participating

$
0.025000


September 29, 2006$
0.025000


October 31, 2006$
0.025000


November 30, 2006$
0.041667


December 29, 2006$
0.041667


January 31, 2007$
0.041667


February 28, 2007$
0.041667


March 30, 2007$
0.041667


April 30, 2007$
0.041667


May 31, 2007$
0.046667


June 30, 2007$
0.046667


July 31, 2007$
0.046667


August 31, 2007   Effective
    Annual Dividend Payments (Fiscal 2005  Fiscal
    2007)
  Class of Shares

Fiscal 2007


Fiscal 2006


Fiscal 2005Class A Participating

$
0.462


$
0.235


$
0.153Class B Non-Voting Participating

$
0.465


$
0.238


$
0.155  26




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
    3.
    Ratings  (COPrS) (DBRS) (S&P) (Moodys)
  Security

DBRS(1)(2)


S&P(3)(4)

Moodys(5)(6)Senior Notes


BBB (low
)

BB+

Ba1Senior Unsecured Debentures  Videon


BBB (low
)

BB+

COPrS (Preferred Securities)


Pfd-3 (low
)

B+

Ba2    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. Protection
    of interest and principal is considered acceptable, but the
    entity is fairly susceptible to adverse changes in financial and
    economic conditions or there may be other adverse conditions
    present which reduce the strength of the entity and its rates
    securities. The assignment of a (high) or
    (low) modifier within each rating category indicates
    relative standing within such category. The high and
    low grades are not used for the AAA category.(2)
    
    DBRS rating of securities and preferred shares is on a
    rating scale that ranges from a high of Pfd-1 to a low of Pfd-5.
    DBRS also applies modifiers high,
    medium, and low which indicate where the
    obligation ranks in 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
    BB by S&P is the fifth highest of eleven categories.
    According to the S&P rating system, debt securities rated
    BB have significant speculative characteristics but are less
    vulnerable in the near term than other lower rated obligations.
    However, an obligor rated BB faces major ongoing uncertainties
    and exposure to adverse business, financial or economic
    conditions which could lead to the obligors inadequate
    capacity to meet its financial commitments. A rating of B by
    S&P is the sixth highest of eleven categories. According to
    the S&P rating system, an obligation rated B is
    more vulnerable to nonpayment than obligations rated
    BB, but the obligor currently has the capacity to
    meet its financial commitment on the obligation. Adverse
    business, financial, or economic conditions will likely impair
    the obligors capacity or willingness to meet its financial
    commitment on the obligation. The addition of a plus (+) or
    minus (-) designation after a rating indicates the relative
    standing within a particular rating category.(4)
    
    S&P rates preferred shares using categories from a high of
    P-1 to a low of P-5. Preferred
    securities are rated using long-term debt rating scale that
    ranges from a high of AAA to a low of D.(5)
    
    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
    Ba is the fifth highest of nine categories and denotes
    obligations judged to have speculative elements and which are
    subject to substantial 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.(6)
    
    Moodys rates securities and shares by rating categories
    from a high of Aaa to a low of C.
    Moodys applies modifiers 1, 2 and 3, which indicate where
    the obligation ranks in its generic rating category. Modifier 1
    is higher end, modifier 2 is mid-range and modifier 3 is low end
    of the generic rating category.   27




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
     4.
    Market
    for Securities  (a)
    Marketplaces    Security

Exchange

Symbol

CUSIP NumberClass A Participating Shares

TSX Venture Exchange

SJR.A


82028K101Class B Non-Voting Participating Shares

Toronto Stock Exchange

SJR.B


82028K200New York Stock Exchange

SJR


82028K200   (b)
    Trading
    Price and Volume    TSX Venture  C$


TSX  C$SJR.A


SJR.BSeptember 2006

High


16.63



16.82Low


16.63



16.18Sept-29

Close


16.63



16.74Volume


14,850



38,787,426October 2006

High


19.38



18.42Low


16.00



16.11Oct-31

Close


19.38



18.42Volume


1,280



32,152,136November 2006

High


19.88



18.13Low


17.50



17.25Nov-30

Close


17.88



17.70Volume


7,676



24,799,064December 2006

High


18.38



18.69Low


17.88



17.58Dec-29

Close


18.38



18.46Volume


1,180



22,678,672January 2007

High


23.50



21.91Low


19.00



18.58Jan-31

Close


23.50



20.90Volume


2,944



41,654,978February 2007

High


24.50



21.68 28




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
   TSX Venture  C$


TSX  C$SJR.A


SJR.BLow


23.00



20.09Feb-28

Close


24.50



20.09Volume


4,876



34,336,924March 2007

High


22.00



21.81Low


21.00



20.13Mar-30

Close


21.00



21.29Volume


2,940



22,778,616April 2007

High


25.00



23.15Low


23.38



21.18Apr-30

Close


25.00



21.46Volume


3,196



22,612,710May 2007

High


24.00



22.50Low


23.25



20.93May-31

Close


24.00



22.32Volume


1,160



23,788,434June 2007

High


25.38



23.13Low


23.50



22.30Jun-29

Close


25.38



22.51Volume


3,328



27,603,782July 2007

High


34.00



26.50Low


24.87



22.25Jul-31

Close


32.00



25.30Volume


3,810



51,014,892August 2007

High


30.00



25.07Low


22.99



22.70Aug-31

Close


29.75



24.52Volume


4,367



29,113,541Notes:   (1)
    
    All price and volume information is
    from independent third-party sources (i.e. Toronto Stock
    Exchange (TSX) website and Bloomberg).  5.
    Prior
    Sales    Size of Offering:

$400 millionForm of Securities:

5.70% Senior NotesMaturity Date:

March 2, 2017Net proceeds of issue:

$395,255,500Public Offering Price:

99.767%Application of Proceeds:

Debt repayment, working capital and general corporate purposes.  29




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
    DIRECTORS
    AND OFFICERS
  1.
    Directors
    as of November 29, 2007    DirectorName and Municipality of Residence

Principal Occupation Within Five Preceding Years

SinceAdrian I. Burns
    Rockcliffe Park, Ontario, Canada

Corporate Director; former Member of the Copyright Board of
    Canada; former Commissioner of the CRTC


2001James F. Dinning
    Calgary, Alberta, Canada

Non-Executive Chairman, Western Financial Group Inc., a
    financial services company; former Executive Vice President,
    TransAlta Corporation, an electric industry holding company, and
    former Member of the Legislative Assembly of Alberta who held a
    number of Cabinet positions, including Provincial Treasurer,
    Minister of Education and Minister of Community and Occupational
    Health


1997George F. Galbraith
    Vernon, British Columbia, Canada

Corporate Director; former President of Vercom Cable Services
    Ltd. which operated the cable television system serving Vernon,
    British Columbia


1991Dr. Lynda Haverstock
    Regina, Saskatchewan Canada

President and Chief Executive Officer of Tourism Saskatchewan, a
    public-private partnership responsible for tourism activities


2007Ronald V. Joyce
    Calgary, Alberta, Canada

Corporate Director; former Senior Chairman and Co-Founder, The
    TDL Group, licensee of Tim Hortons restaurants in Canada
    and the United States


2000Gregory 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


2007Rt. Hon. Donald F. Mazankowski
    Sherwood Park, Alberta, Canada

Corporate Director; former Member of Parliament who held a
    number of Cabinet positions, including Deputy Prime Minister and
    Minister of Finance


1993Michael W. OBrien
    Canmore, Alberta, Canada

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


2003Harold A. Roozen
    Edmonton, Alberta, Canada

President and Chief Executive Officer, CCI Thermal Technologies
    Inc., a manufacturing company


2000Jeffrey C. Royer
    Toronto, Ontario, Canada

Corporate Director and Private Investor


1995 30




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
   DirectorName and Municipality of Residence

Principal Occupation Within Five Preceding Years

SinceBradley S.
    Shaw(1)Calgary, Alberta, Canada

Senior Vice President, Operations of the Corporation


1999Jim
    Shaw(2)Calgary, Alberta, Canada

Chief Executive Officer of the Corporation


2002JR
    Shaw(1)(2)Calgary, Alberta, Canada

Executive Chair of the Corporation


1966JC Sparkman
    Englewood, 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


1994Carl E. Vogel
    Cherry Hills Village, Colorado U.S.A.

President since September 2006 and Vice Chairman since June
    2005, EchoStar Communications Corporation, a satellite-delivered
    digital television services provider in the United States;
    former President, Chief Executive Officer and a director of
    Charter Communications, a broadband service provider in the
    United States


2006Willard H. Yuill
    Medicine Hat, Alberta, Canada

Chairman and Chief Executive Officer, The Monarch Corporation, a
    private holding company with investments in communications, real
    estate and sports-related properties


1999  Notes:
  (1)
    
    Bradley S. Shaw is the son of JR
    Shaw and the brother of Jim Shaw.(2)
    
    Jim Shaw is the son of JR Shaw and
    the brother of Bradley S. Shaw.  2.
    Board
    Committee Members           31




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
    3.  Executive
    Officers as of November 29, 2007
    Name and Municipality of Residence

Principal Position with the CorporationJR
    Shaw(1)(2)Calgary, Alberta, Canada

Executive ChairJim
    Shaw(1)(2)Calgary, Alberta, Canada

Chief Executive OfficerRhonda D. Bashnick
    Calgary, Alberta, Canada

Vice-President, FinancePeter J. Bissonnette
    Calgary, Alberta, Canada

PresidentDouglas J. Black, Q.C.
    Calgary, Alberta, Canada

Corporate SecretaryMichael DAvella
    Calgary, Alberta, Canada

Senior Vice President, PlanningLouis A. Desrochers, Q.C.
    Edmonton, Alberta, Canada

Honorary Corporate SecretaryBradley S.
    Shaw(1)(2)Calgary, Alberta, Canada

Senior Vice President, OperationsKen C.C. Stein
    Toronto, Ontario, Canada

Senior Vice President, Corporate and Regulatory AffairsSteve Wilson
    Calgary, Alberta, Canada

Senior Vice President and Chief Financial Officer   Notes:
  (1)
    
    Jim Shaw is the son of JR Shaw and
    the brother of Bradley S. Shaw.(2)
    
    Bradley S. Shaw is the son of JR
    Shaw and the brother of Jim Shaw.    4.
    Shareholdings
    of Directors and Executive Officers   32




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
    5.
    Additional
    Disclosure for Directors and Executive Officers    AUDIT
    COMMITTEE
  1.
    Audit
    Committee Charter          2.
    Audit
    Committee Composition and Background  52-110  Audit Committees Sarbanes-Oxley Act of 2002
     33




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
         tm
  3.
    Audit
    Fees  Sarbanes-Oxley Act
  Type of Service

Fiscal 2007


Fiscal 2006Audit

$
2,113,235


$
2,213,961Audit-related


312,075



195,457Tax


66,017



436,736All Other






Total

$
2,491,327


$
2,846,154       LEGAL
    PROCEEDINGS
   34




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
     REGISTRAR
    AND TRANSFER AGENT
    INTERESTS
    OF EXPERTS
  51-102  Continuous Disclosure Obligations
  ADDITIONAL
    INFORMATION
  rd (403) 750-4500).
    CAUTION
    CONCERNING FORWARD LOOKING STATEMENTS
   35




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##### Table of Contents



SHAW COMMUNICATIONS INC.
    ANNUAL INFORMATION FORM
    November 29, 2007
      36




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##### Table of Contents



SCHEDULE A
    -
  AUDIT
    COMMITTEE CHARTER
 SHAW COMMUNICATIONS INC.
    I.
    PURPOSE      II.
    COMPOSITION          III.  MEETINGS
     A-1




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##### Table of Contents



IV.
    RESPONSIBILITIES
    AND DUTIES OF THE COMMITTEE    Financial
    Statement Review
                   A-2




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Financial
    Reporting, Internal Control and Related Management Information
    Systems
                                non-financial
    External
    Auditors
       A-3




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Audit
    Process
          Risk
    Management
          and/or
      Other
     A-4




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A-5




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