##### Table of Contents

Exhibit 3



TABLE OF CONTENTS



|                                                           |  |    |     |                                                       |  |  |    | 
|---------------------------------------------------------- |  | -- | --- | ----------------------------------------------------- |  |  | -- | 
|CORPORATE STRUCTURE                                        |  |    | 1   |                                                      
|DESCRIPTION OF THE BUSINESS                                |  |    | 2   |                                                      
|CAPITAL STRUCTURE, DIVIDENDS AND RELATED MATTERS           |  |    | 4   |                                                      
|                                                           |  | 1. |     | Description of Capital Structure                      |  |  | 4  | 
|                                                           |  | 2. |     | Dividends                                             |  |  | 9  | 
|                                                           |  | 3. |     | Ratings                                               |  |  | 10 | 
|                                                           |  | 4. |     | Market for Securities                                 |  |  | 12 | 
|DIRECTORS AND OFFICERS                                     |  |    | 12  |                                                      
|                                                           |  | 1. |     | Directors                                             |  |  | 12 | 
|                                                           |  | 2. |     | Board Committee Members                               |  |  | 14 | 
|                                                           |  | 3. |     | Executive Officers                                    |  |  | 14 | 
|                                                           |  | 4. |     | Shareholdings of Directors and Executive Officers     |  |  | 15 | 
|                                                           |  | 5. |     | Conflicts of Interest                                 |  |  | 15 | 
|AUDIT COMMITTEE                                            |  |    | 15  |                                                      
|                                                           |  | 1. |     | Audit Committee Charter                               |  |  | 15 | 
|                                                           |  | 2. |     | Audit Committee Composition, Education and Experience |  |  | 15 | 
|                                                           |  | 3. |     | Audit Fees                                            |  |  | 16 | 
|LEGAL PROCEEDINGS AND REGULATORY ACTIONS                   |  |    | 17  |                                                      
|INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS |  |    | 17  |                                                      
|REGISTRAR AND TRANSFER AGENT                               |  |    | 17  |                                                      
|INTERESTS OF EXPERTS                                       |  |    | 17  |                                                      
|ADDITIONAL INFORMATION                                     |  |    | 17  |                                                      
|CAUTION CONCERNING FORWARD LOOKING STATEMENTS              |  |    | 18  |                                                      
|SCHEDULE A  AUDIT COMMITTEE CHARTER                       |  |    | A-1 |                                                      



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##### Table of Contents

CORPORATE STRUCTURE

Shaw Communications Inc. (Shaw or the Company) is an enhanced connectivity provider. Shaw Consumer provides customers
with broadband Internet, Shaw Go WiFi, video, and phone. Our Wireless division provides wireless voice and data services through improving mobile wireless network infrastructure. Shaw Business Network Services provides business customers
with Internet, data, WiFi, telephony, video and fleet tracking services. Shaw Business Infrastructure Services, through ViaWest, provides hybrid IT solutions including colocation, cloud and security and compliance for North American enterprises.

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)                                   |  | Jurisdiction |  | Nature of Operations                            
|Shaw Cablesystems Limited                   |  | Alberta      |  | Television Distribution Services                
|Shaw Cablesystems G.P.                      |  | Alberta      |  | Television Distribution and Internet Services   
|Shaw Cablesystems (VCI) Ltd.                |  | Alberta      |  | Television Distribution Services                
|Shaw Envision Inc.                          |  | Alberta      |  | Telecommunications Services                     
|Shaw Telecom Inc.                           |  | Alberta      |  | Telecommunications Services                     
|Shaw Telecom G.P.                           |  | Alberta      |  | Telecommunications Services                     
|Shaw Satellite Services Inc.                |  | Federal      |  | Satellite Services                              
|Star Choice Television Network Incorporated |  | Federal      |  | Satellite Services                              
|Shaw Satellite G.P.                         |  | Alberta      |  | Satellite Services                              
|Shaw Media Inc.(2)                          |  | Alberta      |  | Over the air and specialty television businesses
|Shaw Television Limited Partnership(2)      |  | Alberta      |  | Over the air and specialty television businesses
|Freedom Mobile Inc.(3)                      |  | Alberta      |  | Wireless Services                               
|ViaWest, Inc.                               |  | Delaware     |  | Hybrid IT Solutions                             

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 April 1, 2016, Shaw sold 100% of its wholly owned subsidiaries, Shaw Media Inc. and Shaw Television Limited Partnership, to Corus Entertainment Inc. (Corus)
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | On March 1, 2016, Shaw acquired Mid-Bowline Group Corp. and its wholly owned subsidiary, WIND Mobile Corp. On November 21, 2016 WIND Mobile Corp. was rebranded to Freedom
Mobile Inc.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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



|                                                     |  |  
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|2016 Annual Information FormShaw Communications Inc. |  | 1



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##### Table of Contents

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 2016 Developments



| |  | The Company positioned itself as a leading enhanced connectivity provider through two transformational transactions:
|- |  | --------------------------------------------------------------------------------------------------------------------

| |  |  | On March 1, 2016, Shaw acquired Mid-Bowline Group Corp. and its wholly owned subsidiary, WIND Mobile Corp., for an enterprise value of approximately $1.6
billion.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | On April 1, 2016, Shaw sold 100% of its wholly owned subsidiaries, Shaw Media Inc. and Shaw Television Limited Partnership, to Corus, a related party subject to
common voting control for $2.65 billion, comprised of $1.85 billion in 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 Class A and Class B shares.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| |  |  | the repayment of $300 million floating rate notes due February 1, 2016
| | - |  | ----------------------------------------------------------------------

| |  |  | the establishment, reduction, drawdown and repayment of the bridge credit facility in connection with the acquisition of Wind Mobile
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------

| |  |  | the exercise of the $500 million credit facility accordion feature on February 11, 2016
| | - |  | ---------------------------------------------------------------------------------------

| |  |  | the issuance of 3.15% $300 million senior unsecured notes due February 19, 2021
| | - |  | -------------------------------------------------------------------------------

| |  |  | the repayment of 6.15% $300 million senior unsecured notes due May 9, 2016.
| | - |  | ---------------------------------------------------------------------------

| |  | In January 2016, Shaw launched FreeRange TV, a mobile destination for its 2.6 million video customers that combines 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 recently opened 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. By December 1, 2016, the Company is required to offer these services both on a
standalone basis and in packages of up to 10 programming services.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The Company continued to expand its Shaw Go WiFi build-out. To date, the Company has approximately 85,000 Shaw Go WiFi access points installed and operating
throughout the network and over 2.6 million devices using Shaw Go WiFi.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Fiscal 2015 Developments



| |  | During 2015 the Company increased the dividend rate on the Class A Participating Shares and Class B Non-Voting Participating Shares (each as hereinafter defined)
to an equivalent annual per share dividend rate of $1.1825 and $1.185, respectively. See Capital Structure, Dividends and Related Matters  Description of Capital Structure.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The Company continued its organizational structure realignment efforts, including:
|- |  | ----------------------------------------------------------------------------------

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

| |  |  | further restructuring of certain functions within Business Network Services to improve customer service and performance; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



|  |  |                                                     
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|2 |  | Shaw Communications Inc.2016 Annual Information
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##### Table of Contents

| |  |  | organizational changes in the Media division as it redefines itself from a traditional broadcaster to the broader focus of a media organization.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------

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

| |  | On September 2, 2014, the Company closed the acquisition of 100% of the shares of ViaWest Inc. for total consideration of US $1.2 billion 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 ViaWest acquisition provides the Company with a growth platform in the North American data centre sector and is
another step in expanding technology offerings for mid-market enterprises in Western Canada.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Shaw completed the sale of AWS-1 wireless spectrum licenses to Rogers Communications for total proceeds of $350 million.
|- |  | ------------------------------------------------------------------------------------------------------------------------

| |  | The Company continued to expand its Business Network Services offering, including the successful launch of a new phone product, SmartVoice, 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 WiFi product that is a fully
managed solution for the hospitality market.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The Business Infrastructure Services division expanded its hybrid IT service offering with the recently opened data centres in Portland and Calgary 
bringing the total to 29 data centres.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 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.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Fiscal 2014 Developments



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

| |  |  | the issuance of 4.35% $500 million senior unsecured notes due January 31, 2024
| | - |  | ------------------------------------------------------------------------------

| |  |  | the issuance of $300 million floating rate senior unsecured notes due February 1, 2016, bearing interest at an annual rate equal to three month CDOR plus
0.69%
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | The net proceeds from the issuance were used to redeem the $600 million senior unsecured notes due June 2, 2014 and for working capital and general corporate
purposes.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The Company increased the dividend rate on Shaws Class A Participating Shares and Class B Non-Voting Participating Shares (as hereinafter defined) to an
equivalent dividend rate of $1.0975 and $1.10, respectively. See Capital Structure, Dividends and Related Matters  Description of Capital Structure.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | In 2014, Shaw adopted a program called Focus to Deliver designed to enhance its efficiency and growth potential by ensuring business decisions are
made in accordance with disciplined customer-centric criteria.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | As part of Focus to Deliver, in April 2014, the Company announced changes to the structure of its operating divisions to improve overall efficiency. Commencing
in fiscal 2015, Shaws residential and enterprise services divisions were reorganized into new Consumer and Business divisions.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | The Company continued to expand on its TV Everywhere content strategy launching Global Go and a number of Shaw Go apps during fiscal 2014, giving subscribers
on-the-go access to their favorite programming.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Shaw also continued to invest in and build awareness of Shaw Go WiFi and as at August 31, 2014 had approximately 45,000 hotspots and 1.25 million devices
registered on 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, 2016 (the 2016 Annual MD&A) are incorporated by reference herein. The 2016 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.



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|2016 Annual Information FormShaw Communications Inc. |  | 3



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##### Table of Contents

CAPITAL STRUCTURE, DIVIDENDS AND RELATED MATTERS



|1. | Description of Capital Structure
|-- | --------------------------------



|(a) | General
|--- | -------

The authorized share capital
of the Company consists of a limited number of Class A Participating Shares (the Class A Shares), which are voting, as described below; an unlimited number of Class B Non-Voting Participating Shares (the Class B
Non-Voting Shares); an unlimited number of Class 1 Preferred Shares (the Class 1 Preferred Shares) issuable in series; and an unlimited number of Class 2 Preferred Shares (the Class 2 Preferred Shares)
issuable in series, of which 12,000,000 were designated Cumulative Redeemable Rate Reset Class 2 Preferred Shares, Series A (the Series A Shares) and 12,000,000 were designated Cumulative Redeemable Floating Rate Class 2 Preferred
Shares, Series B (the Series B Shares). As at August 31, 2016, there were 22,420,064 Class A Shares, 463,827,512 Class B Non-Voting Shares, 10,012,393 Series A Shares, and 1,987,607 Series 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) 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 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.



|  |  |                                                     
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|4 |  | Shaw Communications Inc.2016 Annual Information
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|(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 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;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|2016 Annual Information FormShaw Communications Inc. |  | 5



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| | (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
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.



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|6 |  | Shaw Communications Inc.2016 Annual Information
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##### Table of Contents

|(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 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 Companys Cumulative 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



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|2016 Annual Information FormShaw Communications Inc. |  | 7



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10,012,393 Series A Shares and 1,987,607 Series B Shares issued and outstanding. The Series A Shares will continue to be 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 was set at an annual dividend rate of $0.63476 per Series B Share for the period from and
including June 30, 2016 to but excluding September 30, 2016 and $0.628 per Series B Share for the period from and including September 30, 2016 to but excluding December 31, 2016. The floating quarterly dividend rate for the Series B Shares will be
reset quarterly.

On June 30, 2016 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, 2016 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 from 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 after June 30, 2016 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, 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



|  |  |                                                     
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|8 |  | Shaw Communications Inc.2016 Annual Information
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##### Table of Contents

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.



|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.



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|2016 Annual Information FormShaw Communications Inc. |  | 9



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##### Table of Contents

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.



|(iv) | Rights on Liquidation
|---- | ---------------------



|(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 and Series A Shares for the fiscal year ended August 31, 2016 and the aggregate annual cash dividends declared per Class A
Share, Class B Non-Voting Share and Series A Share for each of the past three fiscal years.



|               |  |                             |          |  |                                        |   |         |                  |  |                              |  |   |         | 
|-------------- |  | --------------------------- | -------- |  | -------------------------------------- | - | ------- | ---------------- |  | ---------------------------- |  | - | ------- | 
|Payment Dates  |  | Dividends on
Class A Shares |          |  | Dividends on
Class B Non-Voting Shares |   |         | Payment Dates(1) |  | Dividends on
Series A Shares | 
|Sept. 29, 2015 |  | $                           | 0.098542 |  |                                        | $ | 0.09875 |                  |  | Sept. 30, 2015               |  | $ | 0.28125 | 
|Oct. 29, 2015  |  | $                           | 0.098542 |  |                                        | $ | 0.09875 |                  |  |                              |  |   |         | 
|Nov. 27, 2015  |  | $                           | 0.098542 |  |                                        | $ | 0.09875 |                  |  |                              |  |   |         | 
|Dec. 30, 2015  |  | $                           | 0.098542 |  |                                        | $ | 0.09875 |                  |  | Dec. 31, 2015                |  | $ | 0.28125 | 
|Jan. 28, 2016  |  | $                           | 0.098542 |  |                                        | $ | 0.09875 |                  |  |                              |  |   |         | 
|Feb. 26, 2016  |  | $                           | 0.098542 |  |                                        | $ | 0.09875 |                  |  |                              |  |   |         | 
|Mar. 30, 2016  |  | $                           | 0.098542 |  |                                        | $ | 0.09875 |                  |  | Mar. 31, 2016                |  | $ | 0.28125 | 
|Apr. 28, 2016  |  | $                           | 0.098542 |  |                                        | $ | 0.09875 |                  |  |                              |  |   |         | 
|May 30, 2016   |  | $                           | 0.098542 |  |                                        | $ | 0.09875 |                  |  |                              |  |   |         | 
|Jun. 29, 2016  |  | $                           | 0.098542 |  |                                        | $ | 0.09875 |                  |  | Jun. 30, 2016                |  | $ | 0.28125 | 
|Jul. 28, 2016  |  | $                           | 0.098542 |  |                                        | $ | 0.09875 |                  |  |                              |  |   |         | 
|Aug. 30, 2016  |  | $                           | 0.098542 |  |                                        | $ | 0.09875 |                  |  |                              |  |   |         | 

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 bases, 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 of $0.15869 per Series B Share was September 30, 2016 payable to holders of record at the close of business on September 15, 2016.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|               |  |                             |          |  |                                        |   |          |  |  |  |                              |  |  |   |         | 
|-------------- |  | --------------------------- | -------- |  | -------------------------------------- | - | -------- |  |  |  | ---------------------------- |  |  | - | ------- | 
|               |  |                             |          | 
|Payment Period |  | Dividends on
Class A Shares |          |  | Dividends on
Class B Non-Voting Shares |   |          |  |  |  | Dividends on
Series A Shares | 
|Fiscal 2014    |  | $                           | 1.0575   |  |                                        | $ | 1.060002 |  |  |  |                              |  |  | $ | 1.12500 | 
|Fiscal 2015    |  | $                           | 1.14     |  |                                        | $ | 1.142502 |  |  |  |                              |  |  | $ | 1.12500 | 
|Fiscal 2016    |  | $                           | 1.182504 |  |                                        | $ | 1.185    |  |  |  |                              |  |  | $ | 1.12500 | 



|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.



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|10 |  | Shaw Communications Inc.2016 Annual Information
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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) |  |            |  | Baa3 (stable) |        |  |  | BBB- (negative) | 

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 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 bases, into Series B Shares. The Series B Shares began trading
on the TSX on June 30, 2016. As of the November 28, 2016, the Series B shares have not been rated.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 inasmuch 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.



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|2016 Annual Information FormShaw Communications Inc. |  | 11



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



|4. | Market for Securities
|-- | ---------------------



|(a) | Marketplaces
|--- | ------------

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



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



|(b) | Trading Price and Volume
|--- | ------------------------

The
following table sets forth, for each month during the fiscal year ending August 31, 2016, 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.B | 
|         |  | High                               |       |  | Low                                   |  |       | Volume                         |  |  | High                           |  |  | Low |       |  | Volume |  |       | High |  |  | Low        |  |  | Volume |       |  | High |  |       | Low |  |  | Volume  | 
|Sep 2015 |  |                                    | 34.00 |  |                                       |  | 32.55 |                                |  |  | 790                            |  |  |     | 26.65 |  |        |  | 25.23 |      |  |  | 19,916,697 |  |  |        | 14.76 |  |      |  | 12.10 |     |  |  | 185,819 |  |  |  |       |  |  |  |       |  |  |  |        | 
|Oct 2015 |  |                                    | 29.50 |  |                                       |  | 26.00 |                                |  |  | 5,149                          |  |  |     | 27.93 |  |        |  | 25.38 |      |  |  | 24,535,366 |  |  |        | 15.85 |  |      |  | 12.85 |     |  |  | 213,427 |  |  |  |       |  |  |  |       |  |  |  |        | 
|Nov 2015 |  |                                    | 32.00 |  |                                       |  | 30.96 |                                |  |  | 2,954                          |  |  |     | 28.07 |  |        |  | 26.36 |      |  |  | 25,453,754 |  |  |        | 15.81 |  |      |  | 13.87 |     |  |  | 340,157 |  |  |  |       |  |  |  |       |  |  |  |        | 
|Dec 2015 |  |                                    | 33.00 |  |                                       |  | 29.00 |                                |  |  | 7,847                          |  |  |     | 28.17 |  |        |  | 23.37 |      |  |  | 27,193,279 |  |  |        | 15.70 |  |      |  | 12.80 |     |  |  | 434,233 |  |  |  |       |  |  |  |       |  |  |  |        | 
|Jan 2016 |  |                                    | 34.50 |  |                                       |  | 26.12 |                                |  |  | 6,582                          |  |  |     | 25.83 |  |        |  | 22.84 |      |  |  | 28,558,180 |  |  |        | 14.19 |  |      |  | 10.35 |     |  |  | 346,575 |  |  |  |       |  |  |  |       |  |  |  |        | 
|Feb 2016 |  |                                    | 30.95 |  |                                       |  | 27.00 |                                |  |  | 7,134                          |  |  |     | 24.50 |  |        |  | 22.55 |      |  |  | 20,158,880 |  |  |        | 11.96 |  |      |  | 10.21 |     |  |  | 182,785 |  |  |  |       |  |  |  |       |  |  |  |        | 
|Mar 2016 |  |                                    | 30.40 |  |                                       |  | 27.62 |                                |  |  | 8,017                          |  |  |     | 25.43 |  |        |  | 23.01 |      |  |  | 23,247,160 |  |  |        | 12.68 |  |      |  | 11.11 |     |  |  | 358,491 |  |  |  |       |  |  |  |       |  |  |  |        | 
|Apr 2016 |  |                                    | 30.95 |  |                                       |  | 28.00 |                                |  |  | 8,699                          |  |  |     | 25.24 |  |        |  | 23.03 |      |  |  | 21,413,450 |  |  |        | 13.27 |  |      |  | 12.00 |     |  |  | 147,526 |  |  |  |       |  |  |  |       |  |  |  |        | 
|May 2016 |  |                                    | 31.23 |  |                                       |  | 28.35 |                                |  |  | 7,233                          |  |  |     | 25.15 |  |        |  | 23.04 |      |  |  | 22,763,435 |  |  |        | 13.90 |  |      |  | 12.74 |     |  |  | 180,181 |  |  |  |       |  |  |  |       |  |  |  |        | 
|Jun 2016 |  |                                    | 33.00 |  |                                       |  | 28.30 |                                |  |  | 4,731                          |  |  |     | 25.45 |  |        |  | 24.01 |      |  |  | 25,751,342 |  |  |        | 13.81 |  |      |  | 12.35 |     |  |  | 518,421 |  |  |  |       |  |  |  |       |  |  |  |        | 
|Jul 2016 |  |                                    | 33.97 |  |                                       |  | 32.47 |                                |  |  | 2,222                          |  |  |     | 26.62 |  |        |  | 24.36 |      |  |  | 19,500,350 |  |  |        | 13.69 |  |      |  | 12.96 |     |  |  | 208,178 |  |  |  | 13.74 |  |  |  | 12.11 |  |  |  | 67,284 | 
|Aug 2016 |  |                                    | 34.01 |  |                                       |  | 32.50 |                                |  |  | 3,544                          |  |  |     | 26.65 |  |        |  | 25.89 |      |  |  | 16,830,561 |  |  |        | 14.47 |  |      |  | 13.51 |     |  |  | 117,556 |  |  |  | 14.00 |  |  |  | 12.80 |  |  |  | 51,014 | 



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

DIRECTORS AND OFFICERS



|1. | Directors
|-- | ---------

Set forth below is a list of the
directors of the Company as of November 28, 2016 indicating their municipality, province or state and country of residence, their principal occupations during the five preceding years and the year in which they became a director of the Company.
Directors are typically elected at the annual meeting of shareholders to serve until the next annual meeting or until a successor is elected or appointed.



|                                                        |  |                                                                                                                                                                                                                  |  |                |      | 
|------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ---- | 
|Name and Municipality of Residence                      |  | Principal Occupation During the Five Preceding Years                                                                                                                                                             |  | Director
Since |     
|                                                        |  |                                                                                                                                                                                                                 
|Peter J. Bissonnette
Calgary, Alberta, Canada           |  | Corporate Director, President of the Company until August 2015                                                                                                                                                   |  |                | 2009 | 
|                                                        |  |                                                                                                                                                                                                                 
|Adrian I. Burns
Ottawa, Ontario, Canada                 |  | Corporate Director; President and CEO of Western Limited, a Saskatchewan real estate company; Chair of the National Arts Centre; former Member of the Copyright Board of Canada; former
Commissioner of the CRTC |  |                | 2001 | 
|                                                        |  |                                                                                                                                                                                                                 
|George F.
Galbraith(2) Vernon, British
Columbia, Canada |  | Corporate Director; former President of Vercom Cable Services Ltd. which operated the cable television system serving Vernon, British Columbia                                                                   |  |                | 1991 | 



|   |  |                                                     
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|12 |  | Shaw Communications Inc.2016 Annual Information
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|                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                |      | 
|--------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ---- | 
|Name and Municipality of Residence                  |  | Principal Occupation During the Five Preceding Years                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | Director
Since |     
|                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Richard 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                | 2010 | 
|                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Lynda Haverstock
Saskatoon, Saskatchewan Canada     |  | Corporate Director; former Senior Vice President, Special Projects of RMD Engineering; former President and Chief Executive Officer of Tourism Saskatchewan; former Lieutenant Governor of
Saskatchewan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                | 2007 | 
|                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Gregory J. Keating
Porters Lake, Nova Scotia Canada |  | Chairman and Chief Executive Officer, Altimax Venture Capital, parent company of the Keating Group which comprises a diverse portfolio of business interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                | 2007 | 
|                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Michael W. OBrien
Canmore, Alberta, Canada         |  | Corporate Director; former Executive Vice-President, Corporate Development and Chief Financial Officer of Suncor Energy Inc., an integrated energy company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                | 2003 | 
|                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Paul K. Pew,
Toronto, Ontario, Canada               |  | Co-Founder 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                | 2008 | 
|                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Jeffrey C. Royer
Toronto, Ontario, Canada           |  | Private Investor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                | 1995 | 
|                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Bradley S. Shaw(1)
Calgary, Alberta, Canada         |  | Chief Executive Officer of the Company since November 2010 and, prior thereto, Executive Vice President                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                | 1999 | 
|                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Jim Shaw(1)
Calgary, Alberta, Canada                |  | Vice Chair of the Company and, until November 2010, Chief Executive Officer of the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                | 2002 | 
|                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|JR Shaw(1)(3) Calgary, Alberta,
Canada              |  | Founder and Executive Chair of the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                | 1966 | 
|                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|JC Sparkman
Lakewood, Colorado U.S.A.               |  | Corporate Director; former Executive Vice President and Executive Officer of Telecommunications Inc. (also known as TCI), one of the largest cable television operators in the United
States                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                | 1994 | 
|                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Carl E. Vogel
Cherry Hills Village, Colorado U.S.A. |  | Private Investor; Senior Advisor of DISH Network Corportaion; Industry Advisor focused on media and communications for Kohlberg Kravis Roberts & Co. L.P.; former Senior Advisor and
Operating Partner with The Gores Group; 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 |  |                | 2006 | 
|                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Sheila C. Weatherill
Edmonton, Alberta Canada       |  | Corporate Director; former President and Chief Executive Officer of the Capital Health Authority, the Edmonton region health administrative authority                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                | 2009 | 
|                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Willard H. Yuill
Medicine Hat, Alberta, Canada      |  | Chair and Chief Executive Officer of The Monarch Corporation, a private investment company and CSH International, Inc., a United States private equity company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                | 1999 | 

Note:

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

|(2) | George Galbraith will not stand for re-election at the January 12, 2017 Annual General Meeting.
|--- | -----------------------------------------------------------------------------------------------

|(3) | JR Shaw 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.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                     |  |   
|---------------------------------------------------- |  | --
|2016 Annual Information FormShaw Communications Inc. |  | 13



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##### Table of Contents

|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, 2016.

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), George F. Galbraith, Richard Green and Jeffrey C. Royer. George F. Galbraith will not stand for
re-election at the January 12, 2017 Annual General Meeting. 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, 2016 indicating their municipality, province or state and country of residence and their respective positions with the Company. Officers are appointed annually and serve at the discretion
of the Board of Directors of the Company.



|                                         |  |                                                                          
|---------------------------------------- |  | -------------------------------------------------------------------------
|Name and Municipality of Residence       |  | Principal Position with the Company                                      
|                                         | 
|JR Shaw(1)(2) Calgary, Alberta,
Canada   |  | Executive Chair                                                          
|                                         | 
|Jim Shaw(1)
Calgary, Alberta, Canada     |  | Vice Chair                                                               
|                                         | 
|Bradley Shaw(1)
Calgary, Alberta, Canada |  | Chief Executive Officer                                                  
|                                         | 
|Jay Mehr Calgary, Alberta, Canada        |  | President                                                                
|                                         | 
|Vito Culmone
Calgary, Alberta, Canada    |  | Executive Vice President & Chief Financial Officer                       
|                                         | 
|Trevor English
Calgary, Alberta, Canada  |  | Executive Vice President, Chief Strategy and Business Development Officer
|                                         | 
|Peter Johnson
Calgary, Alberta, Canada   |  | Executive Vice President & Chief Legal and Regulatory Officer            
|                                         | 
|Jim Little
Calgary, Alberta, Canada      |  | Executive Vice President & Chief Marketing and Culture Officer           
|                                         | 
|Zoran Stakic
Calgary, Alberta, Canada    |  | Executive Vice President & Chief Technology Officer                      
|                                         | 
|Nancy Phillips
Denver, Colorado, USA     |  | Chief Executive Officer, ViaWest                                         
|                                         | 
|Chris Kucharski
Calgary, Alberta, Canada |  | President, Consumer                                                      
|                                         | 
|Alex Krstajic
Toronto, Ontario, Canada   |  | Executive Vice President & Chief Executive Officer, Freedom Mobile       
|                                         | 
|Ron McKenzie
Calgary, Alberta, Canada    |  | Senior Vice President, Business                                          

Note:

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



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|(2) | JR Shaw 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.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

All of the above officers have been employed in various capacities by the Company during the past five years except Vito Culmone who was Chief Financial Officer and Executive Vice President, Finance of WestJet
Airlines Ltd. until May 2015; Jim Little was Senior Vice President, Corporate Marketing of Royal Bank of Canada until April 2012.



|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, 17,837,919 Class A Shares, representing, as of
November 28, 2016, approximately 79.6% of the issued and outstanding shares of such class. Of such number, 17,562,400 Class A Shares, representing approximately 78.3% of the issued and outstanding shares of such class, are held by entities
owned by Shaw Family Living Trust (SFLT) for the benefit of 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, 2016, JR Shaw as Chair, Carol Shaw and four other members of JR Shaws family. JR Shaw controls the shares held by SFLT and 77,000 additional 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 Policy 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.

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, 2016, the Audit Committee consisted of Michael W. OBrien (Chair), George F. Galbraith, 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. George F. Galbraith will not stand for re-election at the January 12, 2017 Annual General Meeting. 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



|                                                     |  |   
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|2016 Annual Information FormShaw Communications Inc. |  | 15



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##### Table of Contents

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 currently Chair of its audit committee and a member of its governance committee. Mr. OBrien holds a Bachelor of Arts from the
University of Toronto and an MBA from York University.

George F. Galbraith has over 20 years experience as an operator in the cable industry which he
gained as President and corporate director of Vercom Cable Services Ltd., a company he founded in 1974 to operate a cable television system serving Vernon, British Columbia and the surrounding area. Mr. Galbraith had previously served on the Audit
Committee, most recently from 2002 to 2007. Mr. Galbraith holds a Bachelor of Commerce from the University of British Columbia and an MBA from York University. George Galbraith will not stand for re-election at the January 12, 2017 Annual
General Meeting.

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 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, 2016 and 2015 were as follows:



|                   |  |             |           |  |             |   |           | 
|------------------ |  | ----------- | --------- |  | ----------- | - | --------- | 
|Type of Service    |  | Fiscal 2016 |           |  | Fiscal 2015 |  
|Audit Fees         |  | $           | 4,424,000 |  |             | $ | 3,579,281 | 
|Audit-related Fees |  | $           | 519,000   |  |             | $ | 302,610   | 
|Tax Fees           |  | $           | 1,326,000 |  |             | $ | 521,477   | 
|                   | 
|Total              |  | $           | 6,269,000 |  |             | $ | 4,403,368 | 
|                   | 

Audit-related fees for fiscal 2016 relate to service organization control reports for the Companys data centres, assurance
services in respect of an environmental report and for fiscal 2015 relate to services in respect of service organization controls reports for the Companys data centres, assurance services in respect of an environmental report and due diligence
in respect of an acquisition. The tax fees for fiscal 2016 relate to tax advisory services on acquisitions, dispositions, financing arrangements, linear property tax compliance, and general tax advisory services and for fiscal 2015 relate to U.S.
and general tax advisory services and linear property tax compliance.

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



|   |  |                                                     
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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.

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 (See
Material Contracts in this Annual Information Form), 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 CST Trust Company 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, 2016 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 Institute of 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 the Canadian System for Electronic Document Analysis and Retrieval (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 12, 2017 Annual General Meeting. Additional



|                                                     |  |   
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|2016 Annual Information FormShaw Communications Inc. |  | 17



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##### Table of Contents

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 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,
|- |  | ---------------------------------------------

| |  | asset acquisitions and dispositions,
|- |  | ------------------------------------

| |  | cost efficiencies;
|- |  | ------------------

| |  | financial guidance for future performance;
|- |  | ------------------------------------------

| |  | business strategies and measures to implement strategies;
|- |  | ---------------------------------------------------------

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

| |  | 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;
|- |  | ----------------------

| |  | content and equipment costs;
|- |  | ----------------------------

| |  | industry structure;
|- |  | -------------------

| |  | conditions and stability;
|- |  | -------------------------

| |  | government regulation; and
|- |  | --------------------------

| |  | the integration of recent 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;
|- |  | -------------------------------------------------

| |  | 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;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------

| |  | Shaws ability to execute its strategic plans and capital projects;
|- |  | -------------------------------------------------------------------

| |  | Shaws ability to achieve cost efficiencies;
|- |  | --------------------------------------------

| |  | technology, cyber security and reputational risks;
|- |  | --------------------------------------------------

| |  | opportunities that may be presented to and pursued by Shaw;
|- |  | -----------------------------------------------------------

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

| |  | Shaws status as a holding company with separate operating subsidiaries; and
|- |  | ----------------------------------------------------------------------------



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| |  | other factors described in the Companys 2016 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 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

Except as set forth
below, 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. The following material contract was entered by Shaw within the last financial year and is available under the Shaws profile on SEDAR at www.sedar.com:



|1. | The Share Purchase Agreement dated January 13, 2016 between Corus and Shaw and filed on SEDAR on January 19, 2016 pursuant to which Shaw sold 100% of its wholly owned
subsidiaries, Shaw Media Inc. and Shaw Television Limited Partnership, to Corus for $2.65 billion, comprised of $1.85 billion in cash and 71,364,853 Corus Class B non-voting participating shares. The transaction closed on April 1, 2016. The Company
and Corus are controlled by the SFLT, which, as at August 31, 2016, beneficially owned 84.2% of Corus Class A shares and 78.3% of the Companys Class A shares. See Voting Shares held by Directors and Executive Officers in this
Annual Information Form. 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 Class A and Class
B shares.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                     |  |   
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|2016 Annual Information FormShaw Communications Inc. |  | 19



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##### Table of Contents

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 October 31, 2016.



|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.



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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.
|-- | ---------------------------------------------------------------------------------------------------------



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



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|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.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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|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.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.
|- |  | ------------------------------------------



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

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

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

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



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