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Shaw Communications Inc. Annual Information Form
(for the fiscal year ended August 31, 2004) January 18, 2005 (SHAW LOGO)




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(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
 CORPORATE STRUCTURE Shaw Communications Inc. (Shaw or the Corporation) is a diversified Canadian communications
company whose core business is providing broadband cable television, Internet and satellite
direct-to-home services to over 3.0 million customers. Shaw provides customers with high quality
entertainment, information and communications services, utilizing a variety of distribution
technologies. Shaw 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. The head and registered
office of Shaw 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 entitiesowned or controlled by Shaw,
their jurisdictions of incorporation or organization and the nature of their operations. Unless
otherwise indicated, all of such entities are wholly-owned, directly or indirectly, by Shaw. Entity
    
    Jurisdiction
    
    Nature of OperationsShaw Cablesystems Limited
    
    Federal
    
    Television Distribution ServicesShaw Cablesystems G.P.(2)
    
    Alberta
    
    Television Distribution Services,Internet ServicesVideon Cablesystems Inc.
    
    Federal
    
    Television Distribution ServicesMOF Newco 3 Ltd.
    
    Alberta
    
    Television Distribution ServicesShaw FiberLink Ltd.
    
    Alberta
    
    Telecommunications ServicesBig Pipe Inc.
    
    Alberta
    
    Internet ServicesCanadian Satellite Communications Inc.
    
    Federal
    
    Satellite servicesStar Choice Television Network Incorporated
    
    Federal
    
    Satellite servicesStar Choice Satellite T.V. Inc.
    
    Federal
    
    Satellite services
   Notes:
  (1)
    The above table lists subsidiaries of Shaw in accordance with Multilateral Instrument 51-102,
as well as certain other entities owned or controlled, directly or indirectly, by Shaw.  (2)
    Shaw Cablesystems G.P. is a partnership of Shaw Communications Inc., Shaw Cablesystems
Limited, Shaw Cablesystems (SBC) Ltd., Shaw Cablesystems (SMB) Limited, Shaw Cablesystems
(SSK) Limited, Prairie Co-Ax TV Limited, Videon Cablesystems Inc. (Videon) and certain other
subsidiaries of Shaw formed to operate the cable television systems owned by the partners. Unless the context otherwise indicates, a reference to Shaw or the Corporation 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. GENERAL DEVELOPMENT OF THE BUSINESS Shaw has two principal business divisions: (1) Cable Division  comprised of cable television,
Internet access and Internet infrastructure service businesses; and (2) Satellite Division 
comprised of direct-to-home satellite and satellite distribution service businesses. As a
percentage of Shaws consolidated revenues for the year ended August 31, 2004, the Cable Division
and Satellite Division represent approximately 71.7% and 28.3% of Shaws business, respectively.
The general development of each of these businesses is summarized below. 1




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(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
  1.
    Cable Division(a)
    Cable Television  (i)
    General Shaws initial core business was, and remains, cable television services, which today provides the
customer base and physical infrastructure for much of the Corporations distribution service
businesses. Under the name Capital Cable Television Co. Ltd., Shaw acquired its first licence to
offer cable television services in Edmonton, Alberta and area in 1970. Over the course of the
subsequent years, Shaws cable television operation has grown through a combination of the
acquisition of new cable television licences awarded by the Canadian Radio-television and
Telecommunications Commission (CRTC); the acquisition of existing cable companies; the exchange
of cable systems and assets with other Canadian cable companies; and internally generated
subscriber growth. Shaw is currently the second largest cable television company in Canada, and is the largest cable
television provider in Western Canada. As at August 31, 2004, Shaw served approximately 2.1
million cable television customers in five provinces (British Columbia, Alberta, Saskatchewan,
Manitoba and northwestern Ontario), representing approximately 28% of the Canadian cable television
market.  (ii)
    Significant Acquisitions and Dispositions In the past several years, the Canadian cable television industry has moved from a highly regulated
environment to one based on fair and sustainable competition under the superintendence of the CRTC.
In such a competitive environment, cable companies have adopted clustering strategies,
consolidating and realigning geographically to take advantage of potential administrative,
operating and marketing synergies that arise from larger, focused operations. In executing its own
clustering strategy, Shaw has consolidated its position as the dominant provider of cable
television services in Western Canada, with approximately three-quarters of its subscribers
clustered in five large urban markets. Significant acquisitions and dispositions with respect to Shaws cable television business in the
past three fiscal years include the following:  
    Acquisition of Assets of Monarch Cablesystems Ltd.Effective March
31, 2004, Shaw acquired certain assets of Monarch Cablesystems
Ltd. for a base purchase price of $90 million, including $25
million cash and the balance through the issuance of Class B
Non-Voting Shares of Shaw at $17.39 per share. The cable systems
acquired by Shaw serve approximately 40,000 basic subscribers in
the Medicine Hat (Medicine Hat, Taber, Brooks) and Canmore
(Canmore, Banff, Lake Louise) regions in Alberta and in southern
British Columbia (Hope, Fernie, Kimberley). Monarch is controlled
by Willard H. Yuill, a director of the Corporation. The
acquisition of the assets of Monarch was approved by independent
and disinterested directors of the Corporation.
    Disposition of United States Systems.Effective June 30, 2003,
Shaw sold its cable systems in Florida and Texas to Bright House
Networks, LLC and Cequel III LLC respectively, for gross proceeds
of approximately U.S. $188.5 million. The systems together served
approximately 73,000 cable television subscribers. 2




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(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
  (b)
    Internet Access Since 1996, Shaw has provided Internet access services to residential and small business
subscribers in its cable television systems via a cable connection and cable modem. Commencing in
1998, Shaws high speed Internet services were offered under the brand name Shaw@Home and now are
offered under the name Shaw High-Speed Internet. Shaw currently offers three levels of Internet service: Shaw High-Speed Internet, Shaw High-Speed
Lite Internet and Shaw High-Speed Xtreme-I Internet. Shaw commenced offering Shaw High-Speed Lite
Internet service (formerly known as Shaw Lite-Speed Internet) in fiscal 2002, targeted at users who
do not require the features and speed (bandwidth capabilities) of Shaws High-Speed Internet
service but who are interested in alternatives to dial-up services. In fiscal 2004, Shaw
introduced High-Speed Xtreme-ITM, which offers significantly increased download and
upload speeds, as compared to Shaw High-Speed Internet, for customers who regularly download large
files or visit online gaming and content-rich multimedia sites. As at August 31, 2004, there were approximately 1,021,000 subscribers (connected and scheduled
installations) to Shaws Internet access services, representing a penetration rate of approximately
48.1% of basic subscribers. Shaws Internet infrastructure, is owned, managed and controlled exclusively by Shaw, as discussed
below. All of Shaws Internet customers use Shaws own network and are given @shaw.ca email
addresses.  (c)
    Internet Infrastructure Shaws Internet infrastructure services are offered through Shaws subsidiaries Big Pipe Inc. and
Big Pipe U.S., Inc. (together, Big Pipe). Big Pipe was established in 2000 to develop and operate the fibre network that serves as the
primary Internet backbone for Shaws broadband Internet customers and to provide Internet and data
connectivity services to large and medium businesses and other organizations. Big Pipe maintains a
relationship with 360networks inc. (360), pursuant to a master services agreement and an
indefeasible right of use with respect to a portion of 360s U.S. fibre network. Big Pipe has built both its fibre network and its customer base to promote future revenue growth.
Its network consists of a redundant two route fibre backbone transecting Canada and the United
States. The southern route principally consists of 6,400 route kilometers (4,000 miles) of fibre
located on routes between Vancouver (via Calgary, Winnipeg and Chicago) to Toronto and Buffalo and
a separate route between Seattle to Sacramento. The northern route consists of 4,315 route
kilometers (2,680 miles) of fibre between Edmonton (via Saskatoon, Winnipeg and Thunder Bay) to
Toronto and fibre between Buffalo (via Albany) to New York City. In addition, as a result of
arrangements with 360, Big Pipe secured additional capacity to connect the cities of Toronto (via
Montreal and Boston) to New York City, Seattle (via Vancouver) to Victoria and Edmonton to Toronto.  (d)
    Digital Telephone During early calendar 2005, Shaw plans to commence trials and initial deployment of a primary line
residential telephone service employing PacketCable technology. The service, which will be
offered 3




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    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
 under the brand name Shaw Digital Phone, will be deployed in certain areas of Shaws cable service
territories. Shaw is currently in the process of refining its business strategies with respect to
this residential telephone service, including capital expenditures, pricing, timing of launch,
organizational structure and other matters. There is no assurance that Shaw will be successful in
developing, implementing and marketing Shaw Digital Phone in a reasonable time, or that the service
will have a market.  2.
    Satellite Division Shaws satellite business is operated through its wholly-owned subsidiary, Canadian Satellite
Communications Inc. (Cancom), a Canadian satellite services company. Incorporated in 1980,
Cancom provides satellite-based solutions to businesses and owns 100% of Star Choice Communications
Inc. (Star Choice), which through its subsidiary Star Choice Television Network Incorporated, is
one of two licensed direct-to-home (DTH) operators in Canada. Shaws interest in, and eventual
control of, Cancom was acquired through several transactions between 1997 and 2003, as summarized
below. Shaws participation in the satellite industry can be traced back to its wholly-owned subsidiary,
Homestar Services Inc., which received one of four DTH broadcasting licences granted by the CRTC.
In June 1997, Shaw transferred all of the shares of Homestar Services Inc. to Star Choice, in
exchange for approximately 54% of the then outstanding common shares of Star Choice. Shaw
subsequently reduced its stake in Star Choice to a 49.9% interest, on a fully diluted basis. On August 31, 1999, Cancom and Star Choice completed a share exchange transaction resulting in Star
Choice becoming a wholly owned subsidiary of Cancom. After such transaction, Shaw held
approximately a 35% fully diluted interest in Cancom. Shaw subsequently acquired all of the shares
of Cancom held by two significant shareholders, Rogers Communications Inc. and WIC Western
International Communications Inc., to increase Shaws ownership to approximately 62% of the
outstanding Cancom shares. On August 9, 2000, Shaw made a take-over bid to acquire all of the common shares of Cancom not
owned by Shaw. Under the take-over bid, holders of common shares of Cancom received 0.90 of a Shaw
Class B Non-Voting Share plus $0.01 for common share of Cancom held. At the conclusion of the
take-over bid, Shaw held approximately 94.3% of the outstanding Cancom common shares. On January
5, 2001, Shaw made a second offer to purchase the remaining common shares of Cancom not already
owned, directly or indirectly, by Shaw on the same financial terms as its take-over bid of August,
2000. Pursuant to this second offer, Shaw acquired an additional 5.3% of the issued and
outstanding Cancom common shares, bringing its holdings to 99.6%. Through the statutory compulsory
acquisition procedure and the subsequent elimination of publicly issued warrants in Cancom in 2003,
Shaw acquired the remaining outstanding Cancom common shares. DESCRIPTION OF SHAWS BUSINESSES A description of each of the principal businesses comprising Shaws Cable Division and Satellite
Division, along with certain additional information, is set forth below. 4




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(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
  1.
    Cable Division(a)
    Cable Television  (i)
    General Shaw is the second largest cable television company in Canada, serving approximately 28% of the
Canadian cable television market with a concentrated focus on Western Canada. Currently, over 75%
of Shaws cable systems are clustered in and around five major urban markets in Western Canada:
Vancouver and Victoria (Vancouver Island), British Columbia; Calgary and Edmonton, Alberta; and
Winnipeg, Manitoba. The balance of Shaws subscribers is mainly in smaller clusters, linked via
fibre either to each other or to larger markets. These markets include the Okanagan region,
British Columbia (Kamloops, Kelowna, Penticton, Vernon); Saskatoon/Prince Albert/Moose Jaw/Swift
Current, Saskatchewan; and Thunder Bay/Sault Ste. Marie, Ontario. Shaw has achieved a critical mass of subscribers in its larger markets by completing selective
acquisitions, using a clustering strategy and seamlessly integrating new customers. Clustering
involves establishing a regional office to provide subscriber services to several contiguous
communities, thereby creating operating efficiencies through shared facilities and services and
reduced operating redundancies.  (ii)
    Cable Network Shaws cable television business is operated through Shaws extensive fibre optic and co-axial
cable distribution network. Shaws fibre backbone and interconnect network link Shaws cable
systems and subscribers together. Shaw receives originating television signals at its head-end
sites through satellite, transmitters, off-air antennae and microwave systems and re-transmits
these signals via its network to customers homes in Shaws licensed areas. Digital cable
customers receive additional services via digital cable terminal set-top boxes (DCTs) which
translate additional encrypted signals delivered to customers homes over Shaws network. Shaw has continually upgraded its network such that, as at August 31, 2004, its plant and network
infrastructure is essentially fully digital and two-way capable. This has enabled Shaw to expand
its service offerings to include digital programming, high speed Internet access, video on demand
(VOD) and high definition television (HDTV). Over the next four years, Shaw intends to continue and complete a system-wide upgrade of its
network to 860 MHz from the current 550 and 750 MHz capacity. It is expected that this investment
in plant infrastructure will accommodate further growth opportunities in high speed Internet, VOD,
HDTV and digital telephone.  (iii)
    Cable Television Offerings Shaw offers a variety of cable television services from which its customers may choose.  (A)
    Basic Cable and Extended Tiers Basic cable service in Canada consists primarily of local and national programming as well as major
U.S. networks (such as ABC, CBS, Fox, NBC and PBS). The number of channels offered and the monthly
fee 5




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(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
 charged for basic service vary depending on the cable system in question. The majority of Shaws
customers receive at least 54 channels on basic cable or as part of an extended tier. As at August
31, 2004, Shaw served 2,122,488 basic cable subscribers. Extended tier cable is comprised of three discretionary tiers of services that consist of Canadian
and non-Canadian specialty television programming. Canadian specialty television networks carried
on the various tiers include Showcase, Bravo!, Life Network, The Comedy Network, and Rogers
Sportsnet. Foreign services represented on the tiers include CNN, A&E, The Golf Channel and TBS
(Atlanta).  (B)
    Digital Cable Digital cable significantly expands the range of services that may be offered to a subscriber and
extends programming capacity to more than 200 channels. Delivered via DCTs deployed in
subscribers premises, digital cable also enhances picture and sound quality and provides the
platform from which Shaw has launched, and expects to be able to launch, new revenue-generating
interactive services. Shaws digital cable offering includes an interactive electronic program guide, parental controls,
40 digital music formats (Mtrax/Galaxie), specialty and ethnic programming services and premium
programming such as NFL Sunday Ticket. In addition, Shaw carries over 30 digital channels (diginets), including both must carry
Category 1 services (such as Biography Channel, Documentary Channel, Fashion TV and Independent
Film Channel) and discretionary Category 2 services (such as National Geographic, BBC Canada,
Dejaview and Lonestar). Digital cable customers are able to select individual channels to tailor
their own packages in a pick and pay manner, at a set per channel price, or to choose from
certain channel packages at a substantial per channel price savings. As of August 31, 2004, digital cable was available in almost all of Shaws cable systems. As at
such date, Shaw had approximately 641,000 DCTs deployed in customer premises and approximately
540,000 digital subscribers, representing a penetration rate of approximately 25% of basic cable
television subscribers.  (C)
    Pay Television and Pay-Per-View Shaws pay television offering currently consists of six genre-based movie channels (offered under
the brand Movie Central in Western Canada), four U.S. superstations (WSBK, KTLA, WGN and WPIX) and
certain other ethnic and premium services (such as Fairchild Television, Deutsche Welle, Odyssey,
TV Japan, Talentvision and Playboy). These pay television offerings are available to subscribers
for monthly fees which vary depending on the pay television offering selected. Shaw also offers up to 50 channels of interactive, impulse pay-per-view to its digital cable
subscribers. Shaws pay-per-view offering allow customers to select and pay for specific programs
which are available on several channels with different start times. Pay-per-view offerings include
movies, sports, concerts and other special events, with the price dependent on the nature of the
programming. Effective May, 2002, Shaw acquired the Viewers Choice pay-per-view business from Corus
Entertainment Inc. (Corus) for a total purchase price of approximately $36.5 million. This
business 6




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(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
 provides pay-per-view movies, concerts, sporting events and other programming to cable systems in
Western Canada (including Shaw) and to DTH providers nationally.  (D)
    Video-on-Demand (VOD) The Corporation also offers VOD services in selected markets. The VOD service enables customers to
select programming from a library of titles through an on-line ordering system or directly through
the interactive program guide, and to view the programming on their television at a time of their
choosing, with full digital video disk-type functionality, including pause, skip backwards and skip
forward. Viewers can watch a program at their convenience for a period of up to 24 hours and as
many times as they want. Shaws VOD service is available to Shaws digital cable customers. By the end of fiscal 2004, the
Corporation had rolled out its VOD services in most of its major systems, including greater
Vancouver, Victoria, Calgary, Edmonton, Saskatoon and Winnipeg. As part of its VOD service, the Corporation has entered into content licensing arrangements with
several movie studios and content providers, including Universal Studios, Twentieth Century Fox,
Alliance Atlantis Communications Inc., Hallmark Interactive and Lions Gate Entertainment. These
arrangements provide Shaws VOD service with a library of current feature films, major motion
pictures and other content. The Corporation has also launched a subscription-based VOD (SVOD)
service, Movie Central Express, with Corus. The SVOD service allows a customer to access a library
of films and series on a VOD basis, while paying a monthly subscription fee rather than a per
transaction fee.  (E)
    Bundling of Services Shaw bundles its services in several attractively priced combinations. Examples of Shaws bundles
include the Total Home Bundle, combining Shaws basic and extended tier cable services, digital
cable, access to pay-per-view movies and events and Shaw High-Speed Internet, plus certain other
cable television and Internet features and services, for a lower price than if each service was
obtained and paid for separately. Shaws VOD service, which is made available to customers who
subscribe to digital cable services from the Corporation, is an example of a bundle providing
customers with access to a unique service available only by subscribing to other Shaw services.
Further, with the planned launch of Shaw Digital Phone, the Corporation expects to offer a triple
play bundle (voice, video and data). As at August 31, 2004, approximately 42% of Shaws cable customers subscribed to a bundled service.
The benefits of bundling to customers include the convenience of one-stop shopping, price
savings and greater choice. The benefits to Shaw include retention of existing customers (churn
reduction); attraction of new customers; incremental penetration as customers upgrade to additional
services offered in a bundle; and operational efficiencies through centralized billing and customer
care. In another vein, Shaw has partnered with several national Canadian retailers to offer Shaw products
and services through point-of-purchase displays in key retail locations. The focus of such
marketing efforts centres on offering Shaw cable-related and Internet products and services in
attractive bundles at competitive price points.Shaw also bundles its High-Speed Internet service
with certain third party products such as Dell personal computers. 7




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(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
  (F)
    New Video Services Shaw anticipates that its on-going investment in network upgrades, along with advances in
technology, will allow the Corporation to continually upgrade and increase its cable television
service offerings. In particular, Shaw expects to continue to roll-out digital cable services and
VOD to an increased number of its subscribers, both in areas not previously able to receive such
services and in areas already receiving such services. Shaw expects that newly-launched video
services (VOD, in particular) will enhance its current product offerings, making them more
attractive to existing and potential customers. Shaw has also launched HDTV channels and programming in most of its major cable systems. HDTV
offers superior picture detail and sound quality and user configuration options that fully utilize
the capabilities of wide screen, high-definition ready televisions. In support of HDTV, Shaw
offers a next-generation DCT (Motorola 5100/6200 HD), which supports the decoding and processing of
HDTV content without requiring additional digital terminals or equipment, as well as a DCT
(Motorola 6208) which incorporates HDTV and personal video recorder features into one box. During
fiscal 2004, the Corporation also launched a new interactive program guide that provides
significant improvements over the previous version offered by Shaw. Shaw also anticipates that advances in technology will allow it in the future to introduce new
video services that leverage off its cable infrastructure and provide new revenue streams, such as
interactive television services.  (iv)
    Competition Shaws cable television business faces competition from entities utilizing other existing
communications technologies and may face competition in the future from other technologies being
developed or to be developed. In addition, recent regulatory and public policy trends also
generally favour the emergence of a more competitive environment in Canada. Shaws cable television systems compete with the direct reception by antenna of unencrypted
over-the-air local and regional broadcast television signals. Shaw also either currently competes
or may in the future compete with other distributors of television signals to homes for a fee,
including DTH satellite services, satellite master antenna systems, multipoint distribution systems
(MDS), other competitive cable television undertakings and telephone companies offering video
service. DTH delivers programming via signals sent directly to receiving dishes from medium and high-powered
satellites, as opposed to via broadcast, cable delivery or lower powered transmissions. DTH
services presently provide more channels than some of Shaws cable systems and are fully digital.
Two licensed operators, Star Choice (a subsidiary of Shaw) and Bell ExpressVu, are currently
providing DTH services in Canada. These DTH operators have achieved rapid subscriber growth and
together provide service to approximately 2.2 million Canadian households. In addition, grey and
black market DTH providers (i.e. providers of U.S.-based digital DTH programming services obtained
in Canada without authorization from the CRTC or from the U.S. DTH providers) also provide
competitive services. The Supreme Court of Canada has ruled that grey and black market DTH
providers are violating the Radiocommunication Act(Canada), and are therefore providing an illegal
service. In a decision rendered in the fall of 2004, however, a Quebec court ruled that the
relevant provisions of the Radiocommunication Act(Canada) violate the freedom of expression
guarantees in the Canadian Charter of Rights and Freedoms, but provided that the ruling would not
come into effect for one year. This decision is under appeal. 8




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(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
 MDS delivers television programming by unobstructed line-of-sight microwave transmission to
subscribers equipped with special antennae. Since 1995, the CRTC has approved MDS applications of
distributors competing with cable television service in given service areas. In particular, the
CRTC has granted licences to Craig Wireless International Inc. (formerly Skycable Inc.) and Image
Wireless Communications Inc. to provide MDS in certain cable service areas in Manitoba and Alberta
and Saskatchewan, respectively. The CRTC has also issued a licence to Look Communications Inc. to
operate MDS undertakings in southern Ontario, eastern Ontario and Quebec. In recent years, the CRTC has also licensed a number of competitive cable television undertakings
to operate within the authorized service areas of incumbent cable licences. One of these
competitive undertakings, Novus Entertainment Inc., operates within one of Shaws licensed service
areas in Vancouver. Since 1998, telephone companies have been eligible to hold full scale broadcasting distribution
licences from the CRTC. To date, six telephone companies have been granted broadcasting
distribution licenses to provide television services, including in some cases, VOD: Telus
Corporation, with respect to parts of Alberta and British Columbia; SaskTel in Saskatchewan;
Manitoba Telecom Services Inc. in Manitoba; Bell Canada, with respect to parts of Ontario and
Quebec; Télébec in Quebec; and Aliant Telecom Inc. in Atlantic Canada. SaskTel and Manitoba
Telecom Services Inc. launched their services in September, 2002 and January, 2003, respectively. To date, none of these competitors has had a material impact on Shaws cable television operations.
However, there can be no assurance that increased competition will not have a material adverse
effect on Shaws results of operations. Almost all of Shaws cable systems are concentrated in
major urban markets having favourable demographics and growth potential, with most of the remainder
in smaller clusters, linked via fibre optic distribution systems either to each other or to larger
markets. Through this clustering strategy, Shaw maximizes the benefits of operating efficiencies,
enabling it to be a low-cost service provider, which is a necessary component in strengthening its
competitive position. In addition, Shaw plans to continue to deploy new technologies to increase
channel capacity, to take advantage of its existing infrastructure to expand the range and quality
of its services and to enhance its programming and communication service offerings, including VOD
and interactive television.  (b)
    Internet Access  (i)
    General Leveraging off its cable television infrastructure, Shaw has provided high-speed Internet access
services to residential and small business subscribers since 1996. Offered under the brand name
Shaw@Home commencing in 1998, and currently offered under the name Shaw High-Speed Internet, Shaws
Internet access service is up to 100 times faster than conventional telephone access and is
designed to be significantly faster than competing digital services over the telephone lines. Shaw
High-Speed Internet customers also receive up to seven email addresses, ten megabytes of personal
web space and the ability to connect five computers to one cable modem. Shaws High-Speed Internet
service is also bundled with several complementary products and services, as well as many of the
latest multimedia plug-ins. Shaw currently offers three levels of Internet service: Shaw High-Speed Internet, Shaw High-Speed
Lite Internet and Shaw High-Speed Xtreme-I Internet. Introduced during fiscal 2002, Shaws
High-Speed 9




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(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
 Lite Internet service is targeted at users who do not require the features and speed (bandwidth
capabilities) of Shaws High-Speed Internet service but who are interested in alternatives to
dial-up services. Through a Shaw cable modem connection, the Shaw High-Speed Lite Internet Service
features speeds up to five times faster than traditional dial-up service, an always on
connection, one unique email address and ten megabytes of personal web space. Utilizing DOCSIS technology (as described below), the Corporation launched Shaw High-Speed
Xtreme-I during fiscal 2004. Xtreme-I offers significantly increased download and upload speeds,
which appeals to customers who regularly download large files or visit online gaming and
content-rich multimedia sites. In providing its Internet access services, Shaw deploys an advanced generation of cable modem,
based on Data Over Cable Service Interface Specification (DOCSISTM) 2.0 specifications.
This technology has enabled Shaw to increase the capabilities and reliability of its network by
increasing the capacity and throughput in both the upstream and downstream portions of Shaws cable
infrastructure. As a result, the capacity of the Corporations network in both directions has
increased to up to 30 megabits per second, representing approximately five times the capacity of
current cable modems. Shaws Internet services are currently available in almost all of Shaws operating areas. As at
August 31, 2004, Shaws Internet services had approximately 1,021,000 subscribers (connected and
scheduled installations), representing a penetration rate of approximately 48.1% of basic
subscribers. To the Corporations knowledge, Shaw has achieved the highest penetration of high
speed Internet service among all North American cable companies. As at August 31, 2004, approximately 115,000 subscribers for Shaws Internet services did not
concurrently subscribe for any of Shaws cable television services.  (ii)
    Network The fibre network that serves as the primary Internet backbone for Shaws broadband Internet
customers is operated by Big Pipe (see Description of Shaws BusinessesCable Division-Internet
Infrastructure). The network, which is designed with state-of-the-art fibre optic technology and
has redundant capacity, extends from Victoria to Toronto, with connectivity to major Internet
peering points in Seattle, Washington; Palo Alto, California; and Chicago, Illinois. Shaw has invested significant amounts of money to improve the speed and performance of its Internet
access services. Future upgrades and enhancements of Shaws capital infrastructure is anticipated
on a selective basis, including to build up the Corporations Internet backbone and decrease
average node size. Shaw operates two Internet data centres in Calgary. The data centres allow the Corporation to
manage its Internet services exclusively and to provide e-mail service directly to its customers
using @shaw.ca e-mail addresses. The data centres, which have the capacity to accommodate
approximately 2,000,000 customers, also allow Shaw to manage its own operations in terms of DNS,
DHCP, provisioning web space, backbone connectivity and peering arrangements into the United
States. The centres also host Shaw customers most popular web content locally. 10




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(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
  (iii)
    Competition There are a number of different types of ISPs offering residential and business Internet access
services that compete with Shaws Internet services. These include on-line service and content
providers (such as AOL Canada), independent basic access service providers (both national and
regional), incumbent telephone companies and wireless communications companies. Many ISPs provide telephone dial-up Internet access services that are limited to access speeds of
up to 56 kbps. Such services are provided by incumbent telephone companies and independent ISPs
(mainly through the use of the telephone companies facilities and services). According to a report
from the CRTC dated November 2004, approximately 36% of all Internet subscribers in Canada used
low-speed dial-up access services, while the other 64% used high-speed services. High-speed Internet access services are principally provided through cable modem and digital
subscriber line (DSL) technology. High speed services enable users to transmit and receive
print, video, voice and data in digital form at significantly faster access speeds than dial-up
access through a regular telephone line. Internet access services through cable modem technology is
currently provided by cable companies, although the CRTC has also authorized third-party ISPs to
access cable companies facilities to deliver high-speed Internet services. DSL services are
principally offered by incumbent telephone companies such as BCE Inc. and its affiliates and Telus
Corporation. The ISPs now have access to cable companies facilities to deliver Internet access service. In
November 2000, the CRTC approved the rate of ISP access at $21.25 per end-user per month for Shaw.
Other connection and service charges also apply. Until competing ISPs have access to high-speed
access services pursuant to a third party Internet access tariff, however, cable operators have
been directed by the CRTC to allow ISPs to resell their cable Internet services at a 25% discount
from the retail rate. Currently, there are three ISPs using Shaws resale services at the resale
discount rate. Although operating in a competitive environment, Shaw expects that consumer desire for Internet
access services, generally, and for bandwidth-intensive applications on the Internet (including
streaming video, digital downloading and interactive gaming), in particular, will lead to
continued, strong growth rates for high speed Internet services such as Shaw High-Speed Internet.  (c)
    Internet Infrastructure (Big Pipe)  (i)
    General Shaws Internet infrastructure business is principally operated through Big Pipe, which was
established in 2000. Big Pipe operates the national fibre network that is the primary Internet
backbone for Shaws broadband Internet customers. In addition, Big Pipes facilities are available
to ISPs, cable companies, broadcasters, governments and other businesses and organizations that
require end-to-end Internet and data connectivity. In particular, Big Pipe is focused on being a
major account and wholesale provider offering third parties advanced high-speed IP connectivity and
Internet services in Canada and the United States. Its offerings currently include data and video
transport and Internet connectivity services. Big Pipe launched its operations in Canada in March, 2000 and commenced operations in the United
States during fiscal 2003. During fiscal 2005, Big Pipe anticipates that it will continue to grow
its third party revenues with a focus on the large and medium customer market in North America. It
will also 11




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January 18, 2005
 continue to establish public and private peering arrangements and high-speed connections to major
North American, European and Asian network access points and other tier-one backbone carriers.  (ii)
    Big Pipe Network Big Pipes network consists of a redundant two route fibre backbone transecting Canada and the
United States, combined with numerous local access, intra-city fibre optic networks in
municipalities served by Big Pipe. As part of its arrangements with 360, Big Pipe has access to high-speed bandwidth network services
and dark fibre. This fibre network, which serves as a national platform for national IP-based
services, interconnects high capacity video servers located in strategic clusters from Vancouver to
Toronto. The network also extends connectivity to all major Internet national peering points
(NAPs) in Canada and the United States. The Big Pipe network includes multi-fibre capacity on two diverse cross-North America routes. Big
Pipes southern route principally consists of 6,400 route kilometers (4,000 miles) located on
routes between Vancouver (via Calgary, Winnipeg and Chicago) to Toronto and Buffalo, and a separate
route between Seattle to Sacramento. Big Pipes northern route consists of 4,315 route kilometers
(2,680 miles) of fibre between Edmonton (via Saskatoon, Winnipeg and Thunder Bay) to Toronto and
fibre between Buffalo (via Albany) to New York City. Such route provides redundancy for the
existing southern route. In addition, as a result of arrangements with 360, Big Pipe secured
additional capacity to connect the cities of Toronto (via Montreal and Boston) to New York City,
Seattle (via Vancouver) to Victoria and Edmonton to Toronto.  (iii)
    Competition Through its Big Pipe subsidiaries, Shaw competes with other telecommunications carriers in
providing high speed broadband communications services (data and video transport and Internet
connectivity services) to businesses, ISPs and other telecommunications providers. The
telecommunications services industry in Canada is highly competitive, rapidly evolving and subject
to constant change. Big Pipes competitors include incumbent local exchange carriers (such as
Telus and Bell Canada), competitive access providers, competitive local exchange carriers, ISPs,
private networks built by large end users and other telecommunications companies. In addition, the
development and implementation of new technologies by others could give rise to significant new
competitors.  (d)
    Digital Telephone Shaw plans to offer a primary line residential telephone service employing PacketCable technology,
with trials and initial deployment anticipated in early calendar 2005. The service, under the
brand name Shaw Digital Phone, will be deployed in certain areas of Shaws cable service
territories. Shaw is currently in the process of refining its business strategies with respect to
its residential telephone service, including capital expenditures, pricing, timing of launch,
organizational structure and other matters. There is no assurance that Shaw will be successful in
developing, implementing and marketing Shaw Digital Phone in a reasonable time, or that the service
will have a market. Shaws investment in the planned digital telephone service includes capital costs required to offer
the service utilizing PacketCable and DOCSIS specifications, including the costs associated with 12




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January 18, 2005
 acquiring and operating IP-based telephone switches (softswitches), IP transport, network
redundancy, network and customer premise equipment and back-up powering, network status monitoring,
provisioning systems, information technologies and systems integration. Over the next fiscal year,
Shaw intends to continue to focus its efforts on preparing its network, customer support, billing
and provisioning systems for the launch of Shaw Digital Phone. Based upon the Corporations
preliminary estimates, anticipated all-in capital expenditures for the first 100,000 customers of
Shaw Digital Phone will be approximately $50 to $55 million, with the capital costs of the next
100,000 customers being an estimated $35 million. To date, Shaw has selected Bell West Inc. to provide wholesale services, including interconnection
to the public switched telephone network and long distance termination, in order to enable Shaw to
provide residential phone service to its customers in Western Canada. The Corporation has also
selected Siemens Canada Limited to provide the softswitch platform (telecommunications switching
infrastructure) for its initial launch. The competitors of Shaws planned residential telephone service would include incumbent telephone
companies, competitive local exchange carriers (such as Call-Net Enterprises Inc. through it
subsidiary Sprint Canada Inc.) and non-facilities-based Voice over Internet Protocol (VoIP)
providers (such as Primus Telecommunications Canada Inc. and Vonage Holdings Corp.). As the market
for VoIP services develops, new competitors will likely emerge.  2.
    Satellite Division  (a)
    General Shaws Satellite Division is principally operated through Cancom and Star Choice, and is comprised
of DTH satellite and satellite distribution service businesses, as follows:  (i)
    Star Choice DTH- distribution of digital video and audio programming services
via direct-to-home satellite to Canadian residences and commercial establishments;(ii)
    Satellite Distribution Services:(A)
    Cancom Broadcast Solutions - redistribution of television and radio
signals via satellite to cable operators and other distributors, and related network
services; and(B)
    Cancom Tracking Solutions - provision of satellite tracking and
messaging services to the Canadian trucking industry, and integration and management of
satellite data networks with land-based telecommunications. Star Choice and Cancom share a common satellite infrastructure. The DTH and satellite services
businesses distribute largely the same digital video and audio signals to different markets
(residential and business), thereby allowing the Corporation to derive distinct revenue streams
from different customers using a common platform. 13




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ANNUAL INFORMATION FORM 
January 18, 2005
 (b) Satellite Network Cancom owns and leases, directly and indirectly, satellite transponders that receive and amplify
digital signals and transmit them to receiving dishes located within the footprint covered by the
satellite. Cancoms interests in such transponders are set forth in the table below. Satellite
    
    Transponders
    
    Nature of Cancom InterestAnik F2
    
    16 Ku-band
    
    OwnedAnik F1
    
    28 Ku-band
    
    Owned3 C-band
    
    LeasedGE III
    
    1 C-band
    
    LeasedTelstar 5
    
    1 Ku-band (partial)
    
    Leased
 (c) Satellite Businesses (i) Star Choice DTH Through its wholly-owned subsidiary Star Choice Television Network Incorporated, Star Choice is one
of two DTH satellite operators licensed by the CRTC to deliver digital subscription video and audio
programming services from satellites directly to subscribers homes and businesses. Star Choice
began the national roll-out of its digital DTH services in October, 1997 and, as at August 31,
2004, had approximately 828,000 subscribers across Canada. The market for Star Choices digital DTH services can be divided into three principal categories:
households not served by cable and typically having access to a limited number of broadcast
services; households underserved by cable (i.e.served by cable systems that offer fewer than 80
channels); and households that receive full service cable (80 or more channels), primarily in urban
areas. Other potential customers include Canadian commercial, institutional and recreational
facilities interested in video and audio programming. Star Choice currently offers over 400 digital video and audio channels, with a programming line-up
that offers the vast majority of television services that are available in Canada, including local
over-the-air broadcasters, national networks, specialty channels, U.S. and foreign channels, adult
programming and ethnic services. Star Choice obtains such programming from program providers whose
distribution is authorized by the CRTC, in most cases pursuant to non-exclusive contracts ranging
in term from three to five years. Star Choices subscribers have the option of choosing from a
menu of programming packages designed to target and accommodate subscriber interests, primary
language, income level and type of household. Such packages are primarily sold through a
nation-wide distribution network of over 4,000 retail locations, including Radio Shack, Sears,
Future Shop, Leons and The Brick. During the fiscal year ended August 31, 2001, Star Choice moved to dual satellites (Anik E2,
subsequently replaced by Anik F2, and Anik F1) whose signals can be received by customers through a
unique elliptical dish. The multiple satellite reception allowed Star Choice to expand its
offering to over 400 channels. In the fall of 2004, with the launch of Anik F2, Star Choice
further enhanced its service offerings by offering customers more HDTV channels and additional
programming services. 14




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    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM 
January 18, 2005
 As part of its commitment to expanding its service offerings, during fiscal 2003, Star Choice
launched a new integrated high-definition satellite receiver (Motorola DSR 500 HD), which provides
high-definition images, digital sound and an enhanced onscreen program guide with interactive
features. As more high quality HDTV content becomes available, Star Choice also expects to be in a
position to launch additional HDTV channels as well as an integrated high-definition receiver with
a digital video recorder (DVR). A DVR uses an internal hard drive to play, pause and record
television programs, and allows a viewer to watch one channel while recording another. In fiscal
2005, Star Choice also introduced two new receivers which provide a more economical entry point for
new customers and enable new customers to expand the range of Star Choice services in their homes. (ii) Satellite Distribution Services (A) Cancom Broadcast Solutions Cancom Broadcast Solutions has two principal lines of business: (a) redistributing television and
radio signals via satellite to cable operators and other multi-channel system operators in Canada
and the U.S.; and (b) providing uplink and network management services for conventional and
specialty broadcasters on a contract basis. The redistribution of signals to cable companies and other operators is known in Canada as
satellite relay distribution undertaking (SRDU) services. Cancom currently provides SRDU and
signal transport services to over 500 distribution undertakings, primarily cable operators, and
redistributes in excess of 300 television signals and 125 audio signals in both English and French
to multi-channel system operators. Cancom also offers HITS/QT (Headend In the Sky/Quick Take),
which allows small and medium size cable companies to offer digital signals to subscribers for a
substantially reduced capital outlay. HITS/QT facilitates increased availability and penetration
of digital services in Canada and thereby adds incremental revenues to Cancom from the additional
SRDU services provided to smaller cable companies. Cancoms uplink and network management services include backhaul (transport of signals to the
uplink site), uplink (delivery of signal to the satellite so that it can be distributed to cable
operators and other distributors), bandwidth, authorization and signal monitoring. Cancom currently
provides such services to approximately 100 specialty and pay services across Canada,as well as to
Canadian pay audio services (Mtrax and Galaxie). (B) Cancom Tracking Solutions Cancom Tracking Solutions provides mobile tracking and messaging services to approximately 500
companies and is the largest provider of such services in the long-haul trucking industry in
Canada, with over 29,000 vehicles using its services. Cancoms tracking and messaging services
effectively integrate a carriers truck fleet and dispatch system so that an office-bound
dispatcher and back-office computer systems can be in direct and immediate contact with their
trucks via satellite, no matter how widely dispersed that truck fleet is across North America. 15




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ANNUAL INFORMATION FORM 
January 18, 2005
 (d) Competition The Star Choice DTH business faces much the same competitive environment as cable television
companies. Competitors include Bell ExpressVu (the only other licensed DTH satellite service
currently operating in Canada), cable television companies, grey and black market satellite service
providers and other competitors such as wireless operators, telephone companies and off-air
television broadcasters. See Description of Shaws Businesses  Cable Division  Cable Television
 Competition. In its Canadian SRDU business, Cancom Broadcast Solutions faces competition principally from Bell
ExpressVu, which received an SRDU licence from the CRTC in 1999. At present, Cancom and Bell
ExpressVu are the only licensed SRDU operators in Canada. Cancom Broadcast Solutions also faces
competition from the expansion of fibre distribution systems into territories previously only
served by SRDU operators. This expansion permits delivery of distant U.S. and Canadian
conventional television stations to more remote locations without the use of satellite
transmission. 3. Additional Information Concerning Shaws Businesses (a) Seasonality and Customer Dependency Shaws cable television and Internet subscriber activity is subject to seasonal fluctuations with
the fall season (coinciding with the return of students to school, the return from vacations and
the Christmas and holiday season) being stronger than other seasons. The Star Choice DTH
subscriber activity tends to follow the cycles of the retail industry, with the greatest sales
volume occurring in the four months leading up to and including the Christmas and holiday season.
In addition, Star Choice subscriber numbers are affected by vacation schedules (as customers
reconnect and disconnect DTH services at summer homes) and by snowbirds (customers who vacation
in warmer climates during winter months and reconnect and disconnect services accordingly). Shaws businesses generally are not dependent upon any single customer or upon a few customers. (b) Environmental Matters Shaws operations do not generally have a significant impact on the environment. The Corporation
has not made, and does not anticipate making, any significant capital expenditures to comply with
environmental regulations. Such regulations have not had, and are not expected to have, a material
effect on the Corporations earnings or competitive position. (c) Foreign Operations Each of the Cable and Satellite Divisions of Shaw has foreign assets or operations. The aggregate
revenues of the Corporations foreign operations for the year ended August 31, 2004 were not
material. With respect to the Cable Division, Big Pipe U.S., Inc., a wholly-owned subsidiary of Shaw, entered
into an indefeasible right of use with respect to a portion of 360s United States fibre network
and owns certain other fibre and facilities in the United States. Big Pipe U.S., Inc. commenced
revenue-generating operations in the United States in fiscal 2002. 16




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ANNUAL INFORMATION FORM 
January 18, 2005
 With respect to the Satellite Division, Cancom offers SRDU services to customers outside of Canada
through its wholly-owned subsidiary Boscom Inc. Boscom Inc. distributes the superstation
television signal WSBK  Boston via satellite to terrestrial distribution undertakings, such as
cable systems, in Canada and the United States. (d) Employees As at August 31, 2004, the Corporation employed approximately 6,500 persons. 4. Risk Factors A discussion of risks affecting the Corporation and its business is set forth under the heading
Introduction to the Business  Known Events, Trends, Risks and Uncertainties in Managements
Discussion and Analysis for the year ended August 31, 2004, as contained on pages 15-21 of the
Corporations 2004 Annual Report, which discussion is incorporated by reference herein. In
addition, the Corporation is subject to the risks and uncertainties set forth below. This description of risks does not include all possible risks, and there may be other risks that
the Corporation is currently not aware of. (a) Impact of Regulation Substantially all of the Corporations business activities are regulated by the Canadian Federal
Department of Industry under the supervision of the Canadian Minister of Industry and the CRTC and,
accordingly, the Corporations results of operations are affected by changes in regulations and
decisions by regulators. For a description of the regulatory environment in which the Corporation
operates, see the information under the heading Canadian Regulatory Environment in this Annual
Information Form. Changes in the regulation of Shaws business activities, including decisions by regulators
affecting the Corporations operations (such as the granting or renewal of licenses; decisions as
to the rates the Corporation may charge its customers; or the granting of additional distribution,
broadcasting or programming licenses to competitors in the Corporations markets) or changes in
interpretations of existing regulations by courts or regulators, could adversely affect the
Corporations results of operations. The Corporations CRTC licenses must be renewed from time to
time and cannot be transferred without regulatory approval. (b) Control of Shaw by the Shaw Family JR Shaw and members of his family and the corporations owned and controlled by JR Shaw and members
of his family (the JR Shaw Group) currently own approximately 77.87% of the outstanding Class A
Shares in the capital of Shaw. The Class A Shares are the only shares entitled to vote in all
circumstances. All of the Class A Shares held by the JR Shaw Group are subject to a voting trust
agreement entered into by such persons. The voting rights with respect to such Class A Shares are
exercised by the representative of a committee of three trustees. Accordingly, the JR Shaw Group
is, and as long as it owns a majority of the Class A Shares will continue to be, able to elect a
majority of the Board of Directors of Shaw and to control the vote on matters submitted to a vote
of Shaws Class A shareholders. 17




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    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM 
January 18, 2005
 CANADIAN REGULATORY
ENVIRONMENT 1. Overview The Canadian communications industry is regulated by the CRTC, which supervises Canadian
broadcasting and telecommunications systems, including broadcasting distribution undertakings
(BDUs) and telecommunications common carriers. The CRTCs mandate includes ensuring that
Canadians have access to reasonably priced, high-quality, varied and innovative communications
services that are competitive nationally. Shaws cable television, Internet, satellite and telecommunications businesses are subject to
regulation principally by the CRTC pursuant to the Broadcasting Act(Canada) and the
Telecommunications Act(Canada), as well as pursuant to certain other legislation, such as the
Copyright Act(Canada) and the Radiocommunication Act(Canada). Shaws cable television and
satellite (DTH and SRDU) businesses, in particular, are dependent upon licences granted by the CRTC
and other regulatory bodies pursuant to such legislation. Shaws businesses are also regulated by
technical requirements and performance standards established by Industry Canada, primarily under
the Radiocommunication Act(Canada) and the Telecommunications Act(Canada). 2. Cable Television (a) General CRTC regulations govern the types of services offered, packaging, and in some cases the fees that
may be charged, by terrestrial BDUs such as cable television, telephone company DSL and MDS
systems. Under the Broadcasting Distribution Regulations (the Broadcasting Regulations), there
are three licensed classes of terrestrial BDUs: (i) Class 1 systems (serving 6,000 or more
subscribers); (ii) Class 2 systems (serving between 2,000 and 5,999 subscribers); and (iii) Class 3
systems (serving fewer than 2,000 subscribers or located in areas which receive not more than two
Canadian television signals over the air). There are also two classes of systems that are exempt from licensing, licensing fees, and certain
regulatory requirements. These are systems with less than 2,000 subscribers, and systems having
between 2,000 and 6,000 subscribers. Exempt systems must continue to operate their own headends. Class 1 systems are subject to the most comprehensive regulation by the CRTC. Such regulations
govern basic cable rates; services which must or may be distributed and how they may be packaged
(e.g.number of Canadian versus American channels per package); and priority access by Canadian
specialty, pay television and pay per-view television services over foreign services. The
Broadcasting Regulations allow for basic rate deregulation of Class 1 systems once 5% of the
customers within their licensed territories have chosen an alternate service provider. Class 2 systems have fewer regulatory restrictions, while Class 3 and exempt systems having less
than 2,000 subscribers enjoy the most flexibility respecting the packaging and distribution of
Canadian and non-Canadian services. Class 1, Class 2 and exempt systems having between 2,000 and 6,000 subscribers are required to
contribute 5% of gross revenues to Canadian program production. Class 1 systems may devote 2% of 18




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ANNUAL INFORMATION FORM 
January 18, 2005
 gross revenues to community channels, while Class 2 systems and exempt systems having between 2,000
and 6,000 subscribers may devote the full 5% of gross revenues to programming on a community
channel. As well, Class 1 systems having less than 20,000 subscribers may devote the full 5% to
community channels. (b) Licensing The Corporation holds a separate licence for each of its cable systems, upon which its cable
television business is dependent. These licences have generally been issued for terms of up to
seven years and expire at various times through 2007. Shaw has never failed to obtain a licence
renewal for its cable systems. The CRTC imposes restrictions on the transfer of ownership and control of cable licences. Pursuant
to regulations promulgated by the CRTC, a holder of a cable licence must obtain the prior approval
of the CRTC with respect to changes in the ownership of specified percentages of its voting and
common shares and with respect to any act, agreement or transaction that directly or indirectly
results in a material change of ownership or effective control of the licensee or of a person that
has, directly or indirectly, effective control of the licensee. CRTC approval is contingent upon
the purchaser demonstrating that the transfer is in the public interest. Exempt systems are not
subject to the CRTCs transfer of ownership rules. (c) Canadian Content Both licensed and exempt systems are subject to priority carriage requirements for local and
regional Canadian broadcast signals. As well, they are subject to a preponderance rule that
requires these undertakings to offer a majority of Canadian services on both analog and digital. The CRTC places restrictions on the distribution of non-Canadian services. For example, it does
not permit the distribution of non-Canadian programming services that are determined to be directly
or partially competitive with licensed Canadian pay television and specialty services. For that
reason, certain pay movie channels and specialty programming services originating in the United
States (such as HBO, Showtime, Cinemax, The Disney Channel, ESPN, MTV and Nickelodeon) are not
approved for distribution in Canada. Eligible foreign services that may be distributed in Canada include The Learning Channel, Arts &
Entertainment Network, CNN, CNBC, and the superstations WTBS, KTLA, WGN, WSBK and WPIX. The CRTC
requires that these services be sold to Canadian cable television subscribers in discretionary
packages with Canadian specialty television services or with Canadian pay television services.
Each non-Canadian specialty service must be linked with one Canadian specialty television service,
and each Canadian pay television service may be linked with five non-Canadian services. The CRTC has recently modified its policy to allow the distribution of general interest,
non-Canadian third-language services on a digital basis, subject to certain packaging requirements. (d) Digital Broadcasting Services Since 2000, the CRTC has licenced new Canadian programming services only for digital distribution.
There are 16 English language digital Category 1 Canadian specialty services that receive mandatory 19




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ANNUAL INFORMATION FORM 
January 18, 2005
 digital carriage by BDUs that offer programming services to the public in English language markets
using digital technology. There are also hundreds of digital Category 2 Canadian specialty
services that have been licensed but without guaranteed distribution rights. The CRTC requires
that BDUs ensure that a majority of services received by subscribers digitally is Canadian. The
CRTC also requires each BDU to distribute five non-affiliated Category 2 services for each
affiliated Category 2 service that it distributes. In addition, the CRTC has imposed other distribution requirements on Class 1 and 2 cable
distribution undertakings that use digital distribution technology to deliver programming services
to subscribers. Class 1 and 2 cable distribution undertakings using high capacity digital
technology (more than 750 megahertz) are required to offer all Canadian English and French-language
specialty services (other than Category 2 services), as well the English and French-language
versions of CPAC (The Cable Public Affairs Channel), in analog or digital mode. Other Class 1 and
2 cable distribution undertakings are required to distribute one minority official language
Canadian specialty service for every ten majority official language services that are distributed
by the undertaking. (e) Rate Regulation Rates charged for basic cable service of Class 1 systems, and increases in such rates, are
currently regulated by the CRTC. As part of the basic rate, cable licences are permitted to pass
through to subscribers increases in the CRTC-authorized wholesale fees paid to licensed Canadian
specialty programming services distributed as part of the basic cable service, subject to the
CRTCs power to suspend or disallow such an increase. In addition, licensees may also request a
rate increase that is in excess of that which would be allowed under the foregoing, if the licensee
can establish economic need by demonstrating that the licensees average rate of return on average
net fixed assets before interest and taxes but after depreciation for its basic cable service is
less than an established industry benchmark. The CRTC also regulates the fees, on a cost recovery basis, which are charged for the connection of
subscriber drop cables to a subscribers home. Cable television operators are required to offer to
connect residences to their networks in areas serviced by municipal water or sewage systems only
where the cable systems is subject to rate regulation by the CRTC. Under the Broadcasting Regulations, basic rates cease to be regulated when two conditions are met:
(i) there is evidence that 30% or more of the households in an operators licensed service area
have access to the basic service of another BDU; and (ii) there is a loss of 5% or more of its
subscribers to competitive BDUs. All of the Corporations Class 1 systems have now been rate
deregulated by the CRTC. Fees charged to subscribers for (i) extended cable service, over and above basic cable service,
(ii) rental of converters and (iii) pay television services, including pay-per-view and VOD
programming, are not rate regulated by the CRTC. (f) Access Rights Under the Telecommunications Act(Canada), if a cable television system is unable to obtain
rights-of-way on any highway or other public place for the construction of transmission lines on
terms acceptable to it, it may apply to the CRTC to obtain permission for such construction on
terms set by the CRTC. 20




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ANNUAL INFORMATION FORM 
January 18, 2005
 In January, 2001, the CRTC issued a decision concerning the appropriate terms and conditions,
including rates, of access to municipal property in Vancouver. As part of its decision, the CRTC
limited the fees chargeable to the City of Vancouver to the recovery of its causal costs of
granting access to municipal property. Although the terms of the decision are limited to the
specific dispute before the CRTC, the basic principles set out in the decision, which has been
upheld by the courts, are expected to apply generally. With respect to private property under development, the CRTC issued a decision in April, 1999 that
has the effect of permitting real estate developers to deny cable television systems or telephone
companies access to the open trenches in real estate development projects. Although such decision
could have a significant impact on Shaws ability to install its own cables and facilities in new
real estate developments, most municipalities have recently been requiring that all communications
companies be provided access to open servicing trenches as part of the real estate development
approval. Shaws cable systems also require access to support structures, such as poles, strand and conduits
of telephone and electric utilities, in order to deploy cable facilities. The CRTCs jurisdiction
over support structures of telephone utilities, including rates for third party use, is well
settled. Recently, however, the Supreme Court of Canada determined that the Telecommunications Act
(Canada) does not give the CRTC jurisdiction to set the terms and conditions of access by cable
systems to support structures of electric utilities. As a result, authority over such matters
remains vested in certain provincial utility review agencies or boards, or in other provinces, is
now not subject to federal regulation. 3. Internet Access In May, 1999, the CRTC released its New Media Report which concentrated on communications products
and services delivered via the Internet. The CRTC determined that it would not regulate or
supervise new media services or products considered to be broadcasting pursuant to the Broadcasting
Act(Canada) and has issued an exemption order in this regard. With respect to regulation under the Telecommunications Act(Canada), the CRTC has also determined
that it will not regulate the rates at which BDUs offer retail level Internet services. However,
the CRTC will regulate the rates and terms on which BDUs provide access to their facilities with
respect to competitive providers of retail level Internet services. The CRTC has announced, as an interim measure, that the largest cable operators, including Shaw,
must resell their Internet services at a 25% discount to ISPs. In December, 1999, the CRTC further
decided that ISPs will be responsible for providing the cable modem and related equipment when they
resell high speed Internet access to cable customers. 4. Internet Infrastructure Big Pipes telecommunications business in Canada is governed by the CRTC pursuant to the
Telecommunications Act(Canada). Big Pipe Inc. is registered with the CRTC as a non-dominant
Canadian telecommunications carrier. As such a carrier, Big Pipe Inc. operates under a
significantly lessened regulatory regime (for example, no regulation of rates) as compared to
incumbent telephone companies in Canada. Big Pipe Inc. has also received approval from the CRTC to
transit traffic between Canada and the United States. 21




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ANNUAL INFORMATION FORM 
January 18, 2005
 In the United States, Big Pipe U.S., Inc. is, or may be, subject to regulation both at the federal
and state level. In this regard, in August, 2001, Big Pipe U.S., Inc. received an International
Telecommunications Certificate from the United States Federal Communications Commission to operate
as a facilities-based carrier to transport traffic between the United States and Canada. As Big
Pipe U.S., Inc. expands its operations in the United States, it may be necessary to seek approval
or certification from various state public utility commissions. 5. Satellite Certain of Shaws satellite businesses (Star Choices DTH business and Cancoms SRDU business) are
subject to regulation by the CRTC, as set forth below. (a) DTH Generally, DTH companies, as BDUs, are subject to regulations similar to competitive cable
distributors. Currently, there are only two active, licensed DTH operators in Canada, Star Choice
Network Television Incorporated (SCTN), an indirect subsidiary of Cancom, and Bell ExpressVu. SCTNs DTH business is carried on pursuant to, and is dependent upon, a licence issued by the CRTC
under the Broadcasting Act(Canada). The licence, which expires on August 31, 2010, authorizes
SCTN to distribute a variety of television and radio services via satellite for direct-to-home
reception by customers in Canada. The Broadcasting Distribution Regulations and conditions
applicable to SCTNs licence govern the signals SCTN must and may distribute, require a
contribution to the creation and presentation of Canadian programming of at least 5% of SCTNs
gross DTH revenues and impose certain structural separation safeguards between SCTN and Shaw. The
rates charged by SCTN to its customers are not regulated by the CRTC. (b) SRDU Cancoms SRDU business is carried on pursuant to, and is dependent upon, a licence issued to
Cancom by the CRTC under the Broadcasting Act(Canada). Currently, Cancom and Bell ExpressVu are
the only licensed SRDU operators in Canada. The SRDU licence held by Cancom, which expires on August 31, 2010, authorizes Cancom to distribute
a variety of television and radio signals via satellite for reception by terrestrial distribution
undertakings, such as cable systems, in Canada for retransmission to their subscribers. The
conditions applicable to Cancoms SRDU licence govern the signals which Cancom must and may
distribute, require a contribution to the creation and presentation of Canadian programming of at
least 5% of its gross SRDU revenues, prohibit discriminatory treatment of customers, regulate the
resolution of disputes and impose certain structural separation safeguards between Cancom and the
cable operations of Shaw. The rates charged by Cancom to SRDU customers are not regulated by the
CRTC. 6. Other Regulatory Matters (a) Restrictions on Non-Canadian Ownership and Control The legal requirements relating to Canadian ownership and control of BDUs are embodied in a
statutory order (the Order) from the Governor in Council (i.e.the federal Cabinet) to the CRTC,
issued pursuant 22




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(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM 
January 18, 2005
 to authority contained in the Broadcasting Act(Canada). Under the Order, non-Canadians are
permitted to own and control, directly or indirectly, up to 33 1/3 % of the voting shares
and 33 1/3 % of the votes of a holding company which has a subsidiary operating company
licensed under the Broadcasting Act(Canada). In addition, up to 20% of the voting shares and 20%
of the votes of the operating licencee company may be owned and controlled, directly or indirectly,
by non-Canadians. The Order also provides that the chief executive officer and 80% of the members
of the board of directors of the operating company must be Canadian and that the holding company
and its directors are prohibited from exercising any control or influence over the programming
decisions of a subsidiary operating company in certain circumstances. There are no restrictions on
the number of non-voting shares that may be held by non-Canadians at either the holding company or
licencee operating company level. The CRTC retains the discretion under the Order to determine as a
question of fact whether a given licencee is controlled by non-Canadians. In order to ensure that Shaw remains eligible or qualified to provide broadcasting and
telecommunications services in Canada, the Articles of Arrangement of Shaw require the directors of
Shaw to refuse to issue or register the transfer of any Shaw 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 Shaw Class A Shares to a
person in circumstances where such issue or transfer would affect the ability of Shaw to obtain,
maintain, amend or renew a licence to carry on any business. The Articles of Arrangement of Shaw further provide that if, for whatever reason, the number of
Shaw Class A Shares held by non-Canadians or other 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 Shaw Class A Shares held by such
non-Canadians or other persons as if it were the owner of such shares. The Articles of Arrangement
also give the directors of Shaw the right to refuse to issue or register the transfer of shares of
any class in the capital of Shaw 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 transactions. (b) Copyright The Copyright Act(Canada) provides for the payment by BDUs of a royalty fee in respect of the
retransmission of conventional radio and television broadcast signals (defined as over-the-air
television signals originating more than a minimum specified distance from a cable operators
licensed area). Under current CRTC rules, these fees may not be recovered from subscribers in the
form of direct increases to the basic subscriber rate where a cable system is rate-regulated. The
amounts raised from these royalty fees are paid to copyright collectives representing the owners of
the copyright in television programming, including producers, broadcasters and major league sports
organizations, as well as authors, composers and publishers of the music in these programs. The
level of this compulsory royalty fee is subject to the approval of the Copyright Board. The Copyright Act(Canada) also provides for performing rights royalties that are payable in
respect of the transmission of the music component of non-broadcast television and audio services,
such as pay television, specialty services and pay audio services. Pursuant to tariffs approved by
the Copyright 23




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(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM 
January 18, 2005
 Board, BDUs and programmers are jointly responsible for a monthly royalty in respect of such
non-broadcast television services. (c) Radio Apparatus Shaws satellite business employs a variety of radio apparatus, including satellite earth stations.
Shaw requires a radio authorization from the Minister of Industry under the Radiocommunication Act
(Canada) for each radio apparatus installed, operated or possessed by Cancom for use in its
businesses unless the apparatus has been exempted from the requirement for an authorization. CAPITAL STRUCTURE,
DIVIDENDS AND RELATED MATTERS 1. Description of Capital Structure (a) General The authorized share capital of Shaw consists of a limited number of Class A Voting Participating
Shares (the Class A Shares), as described below; an unlimited number of Class B Non-Voting
Participating Shares (the Class B Non-Voting Shares) (and, together with the Class A Shares, the
Shaw 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. As at August 31, 2004, there were 11,359,932 Class A Shares,
220,109,372 Class B Non-Voting Shares and no preferred shares 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 Privilege). (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, 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, during each Dividend Period (as defined below), the
dividends (other than stock 24




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(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
 dividends) declared and paid on the Class A Shares will always be $0.005 per share per annum less
than the dividends declared and paid in such Dividend Period to holders of the Class B Non-Voting
Shares, subject to proportionate adjustment in the event of any future consolidations or
subdivisions of Shaw Shares and in the event of any issue of Shaw 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 Shaw 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 Shaw Shares will be paid or distributed equally, share for share, to
the holders of Shaw Shares without preference or distinction. (v) Conversion Privilege 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), 25




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(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
  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 certain exceptions, the foregoing conversion right 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:  a.
    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;b.
    make any Exclusionary Offer;c.
    act jointly or in concert with any person or company that makes
any Exclusionary Offer; ord.
    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:  a.
    the number of Class A Shares owned by the shareholder;b.
    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;c.
    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 26




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(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
  d.
    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 either clause (a) or (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. (vi) Modification Neither class of Shaw Shares may be subdivided, consolidated, reclassified or otherwise changed
unless contemporaneously therewith the other class of Shaw Shares is subdivided, consolidated,
reclassified or otherwise changed in the same proportion and in the same manner. (vii) Offer to Purchase Shaw may not make an offer to purchase any outstanding Class A Shares unless at the same time it
makes an offer to purchase, on the same terms, an equivalent proportion of the outstanding Class B
Non-Voting Shares. (viii) Redemption The Shaw Shares are not redeemable at the option of either Shaw or the holder of any such Shaw
Shares. (c) 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. 27




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(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
 (d) Class 2 Preferred Shares The Class 2 Preferred Shares are issuable in one or more series. From time to time before any such
issue, the directors may fix the number of shares which is to comprise each series then to be
issued and the designation, rights, conditions, restrictions or limitations attaching thereto,
including, without limiting the generality of the foregoing, the rate of preferential dividends,
and whether or not the same 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 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. (e) 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 Shaw and its regulated
subsidiaries by persons that are not Canadian. (See information under the heading Canadian
Regulatory Environment  Other Regulatory Matters  Restrictions on Non-Canadian Ownership and
Control). In order to ensure that Shaw and its regulated subsidiaries remain eligible or qualified
to provide broadcasting and telecommunications services in Canada, the Articles of Arrangement of
Shaw require the directors of Shaw 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 Shaw and its regulated subsidiaries to obtain, maintain, amend or renew a licence to
carry on any business. The Articles of Arrangement of Shaw 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 Arrangement of Shaw also give the directors of Shaw the right to refuse to issue or
register the transfer of shares of any class in the capital of Shaw 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. 28




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(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
 2. Dividends (a) Dividend Policy The Corporations dividend policy is reviewed on a quarterly basis by the Board of Directors of
Shaw. 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 accordance with the terms and conditions of such shares, the dividends (other than stock
dividends) declared and paid on the Class A Shares shall be $0.005 per share per annum less than
the dividends declared and paid to holders of the Class B Non-Voting Shares. 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. (b) Distribution Rates and Payment Dates The annual distribution rates on securities of the Corporation and payment dates for the fiscal
year ended August 31, 2004, as well as the annual dividend payments for the past three fiscal
years, are set forth in the tables below. Fiscal 2004 Distribution Rates and Payment Dates Security
    
    Annual Distribution Rate
    Payment DatesClass A Shares
    
    $0.155 per share
    
    Quarterly September 30, December 31, March 31 and June 30Class B Non-Voting Shares
    
    $0.160 per share
    
    Quarterly September 30, December 31, March 31 and June 30Preferred Securities:8.45% Series A
    
    8.45%
    
    Quarterly March 31, June 30, September 30, December 318.54% Series B
    
    8.54%
    
    Semi-annually March 31 and September 308.50% Series
    
    8.50%
    
    Quarterly March 31, June 30, September 30, December 318.875% Series
    
    8.875%
    
    Quarterly March 31, June 30, September 30, December 31
 Annual Dividend Payments (Fiscal 2002  Fiscal 2004) Class of Shares
    
    Fiscal 2004
    
    
    Fiscal 2003
    
    
    Fiscal 2002Class A Participating
    
    $
    0.155
    
    
    $
    0.045
    
    
    $
    0.045Class B Non-Voting Participating
    
    $
    0.160
    
    
    $
    0.050
    
    
    $
    0.050
 29




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(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
 3. Ratings The following table sets forth the ratings assigned to the Corporations preferred securities,
known as Canadian Originated Preferred Securities(COPrS), senior note obligations and unsecured
debt by Dominion Bond Rating Service Limited
(DBRS), Standard & & Poors
Rqatings Services (S&P) and Moodys Investor Services
,Inc.(Moddys): Security
    
    DBRS
    
    
    S&P(3) (4)
    
    
    Moodys(5) (6)Senior Notes
    
    BB (high) (1)
    
    BB+ (3)
    
    Ba2 (5)Senior Unsecured Debentures  Videon
    
    BB (high) (1)
    
    BB+ (3)
    
    
    COPrS (Preferred Securities)
    
    Pfd-4 y (2)
    
    
    B+ (3)
    
    
    Ba3 (5)
 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 BB
by DBRS is the fifth highest of ten categories and is assigned to debt securities considered
to be speculative. The assignment of a (high) or (low) modifier within each rating
category indicates relative standing within such category. The high and low grades are not
used for the AAA category.  (2)
    DBRS rating of securities and preferred shares is on a rating scale that ranges from high of
Pfd-1 to low of Pfd-5. The y modifier is used to indicate a hybrid security. DBRS also
applies modifiers high, medium, and low which indicate where the obligation ranks in its
generic rating category.  (3)
    S&Ps credit ratings are on a long-term debt rating scale that ranges from AAA to D, which
represents the range from highest to lowest quality of such securities rated. A rating of BB
by S&P is the fifth highest of eleven categories. According to the S&P rating system, debt
securities rated BB have significant speculative characteristics but are less vulnerable in
the near term than other lower rated obligations. However, an obligor rated BB faces major
ongoing uncertainties and exposure to adverse business, financial or economic conditions which
could lead to the obligors inadequate capacity to meet its financial commitments. A rating
of B by S&P is the sixth highest of eleven categories. According to the S&P rating system, an
obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the
obligor currently has the capacity to meet its financial commitment on the obligation.
Adverse business, financial, or economic conditions will likely impair the obligors capacity
or willingness to meet its financial commitment on the obligation. The addition of a plus (+)
or minus (-) designation after a rating indicates the relative standing within a particular
rating category.  (4)
    S&P rates preferred shares using categories from a high of P-1 to a low of P-5.
Preferred securities are rated using long-term debt rating scale that ranges from a high of
AAA to a low of D.  (5)
    Moodys credit ratings are on a long-term debt rating scale that ranges from Aaa to C, which
represents the range from highest to lowest quality of such securities rated. A rating of Ba
is the fifth highest of nine categories and denotes obligations judged to have speculative
elements and which are subject to substantial credit risk. The addition of a 1, 2 or 3
modifier after a rating indicates the relative standing within a particular rating category.
The modifier 1 indicates that the issue ranks in the higher end of its generic rating
category, the modifier 2 indicates a mid-range ranking and the modifier 3 indicates that the
issue ranks in the lower end of its generic rating category.  (6)
    Moodys rates securities and shares by rating categories from a high of Aaa to a low of
C. Moodys applies modifiers 1, 2 and 3, which indicate where the obligation ranks in its
generic rating category. Modifier 1 is higher end, modifier 2 is mid-range and modifier 3 is
low end of the generic rating category. Credit ratings are intended to provide investors with an independent measure of the quality of
an issue of securities. The foregoing ratings should not be construed as a recommendation to buy,
sell or hold the securities, in as much as such ratings do not comment as to market price or
suitability for a particular investor. There is no assurance that any rating will remain in effect
for any given period of time or that any rating will not be revised or withdrawn entirely by a

rating agency in the future if in its judgment circumstances so warrant, and if any such rating is
so revised or withdrawn, the Corporation is under no obligation to update this Annual Information
Form. 4. Market for Securities (a) Marketplaces The securities of the Corporation are listed and posted for trading on the exchanges set forth
below. 30




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(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
 Security
    
    Exchange
    
    Symbol
    
    CUSIP NumberClass A Participating Shares
    
    TSX Venture Exchange
    
    SJR.A
    
    82028K101Class B Non-Voting Participating Shares
    
    Toronto Stock Exchange
    
    SJR.NV.B
    
    82028K200New York Stock Exchange
    
    SJR
    
    82028K2008.45% Series A Preferred Securities
    
    New York Stock Exchange
    
    SJRPRA
    
    82028K6068.50% Series Preferred Securities
    
    New York Stock Exchange
    
    SJRPRB
    
    82028K7058.875% Series Preferred Securities
    
    Toronto Stock Exchange
    
    SJR.PR.A
    
    82028K804
 (b) Trading Price and Volume The following table sets forth the monthly price range and volume traded for each of the
Corporations publicly traded securities for each month during the fiscal year ending August 31,
2004. TSX Venture - C$
    
    
    TSX - C$
    
    
    NYSE - US$SJR.A
    
    
    SJR.B(2)
    
    
    SJR.PR.A
    
    
    SJR
    
    
    SJR PrA
    
    
    SJR PrBSeptember 2003
    
    High
    
    
    15.80
    
    
    
    17.84
    
    
    
    25.00
    
    
    
    13.03
    
    
    
    24.99
    
    
    
    25.00Low
    
    
    15.65
    
    
    
    15.95
    
    
    
    24.45
    
    
    
    11.78
    
    
    
    24.35
    
    
    
    24.45Sept-30
    
    Close
    
    
    15.75
    
    
    
    16.45
    
    
    
    24.95

    
    
    
    12.16
    
    
    
    24.96
    
    
    
    24.97Volume
    
    
    230
    
    
    
    14,649,049
    
    
    
    205,592
    
    
    
    5,003,200
    
    
    
    110,700
    
    
    
    193,000October 2003
    
    High
    
    
    15.75
    
    
    
    18.50
    
    
    
    25.25
    
    
    
    14.00
    
    
    
    25.35
    
    
    
    25.25Low
    
    
    15.50
    
    
    
    16.27
    
    
    
    24.85
    
    
    
    12.14
    
    
    
    24.86
    
    
    
    24.90Oct-31
    
    Close
    
    
    15.50
    
    
    
    18.45
    
    
    
    24.95
    
    
    
    13.96
    
    
    
    25.35
    
    
    
    25.15Volume
    
    
    100
    
    
    
    17,388,669
    
    
    
    214,874
    
    
    
    2,959,500
    
    
    
    105,200
    
    
    
    255,400November 2003
    
    High
    
    
    20.00
    
    
    
    20.14
    
    
    
    25.88
    
    
    
    15.42
    
    
    
    25.50
    
    
    
    25.45Low
    
    
    15.50
    
    
    
    18.22
    
    
    
    25.00
    
    
    
    13.72
    
    
    
    25.05
    
    
    
    25.02Nov-28
    
    Close
    
    
    20.00
    
    
    
    19.35
    
    
    
    25.75
    
    
    
    15.25
    
    
    
    25.50
    
    
    
    25.32Volume
    
    
    100,000
    
    
    
    13,057,777
    
    
    
    138,334
    
    
    
    1,761,600
    
    
    
    68,100
    
    
    
    80,200December 2003
    
    High
    
    
    20.00
    
    
    
    20.65
    
    
    
    26.40
    
    
    
    15.68
    
    
    
    25.47
    
    
    
    25.45Low
    
    
    20.00
    
    
    
    19.21
    
    
    
    25.00
    
    
    
    14.93
    
    
    
    24.86
    
    
    
    24.90Dec-31
    
    Close
    
    
    20.00
    
    
    
    20.17
    
    
    
    25.70
    
    
    
    15.52
    
    
    
    25.25
    
    
    
    25.16Volume
    
    
    0
    
    
    
    10,169,495
    
    
    
    163,863
    
    
    
    1,398,600
    
    
    
    74,700
    
    
    
    387,400January 2004
    
    High
    
    
    25.30
    
    
    
    22.06
    
    
    
    26.40
    
    
    
    16.81
    
    
    
    25.40
    
    
    
    25.35Low
    
    
    20.00
    
    
    
    19.95
    
    
    
    25.40
    
    
    
    15.34
    
    
    
    25.02
    
    
    
    25.04Jan-30
    
    Close
    
    
    21.85
    
    
    
    22.03
    
    
    
    25.85
    
    
    
    16.56
    
    
    
    25.27
    
    
    
    25.21Volume
    
    
    401,190
    
    
    
    15,936,232
    
    
    
    183,017
    
    
    
    1,870,900
    
    
    
    57,400
    
    
    
    93,300February 2004
    
    High
    
    
    21.95
    
    
    
    23.24
    
    
    
    26.90
    
    
    
    17.45
    
    
    
    25.47
    
    
    
    25.49Low
    
    
    21.85
    
    
    
    21.54
    
    
    
    25.80
    
    
    
    16.04
    
    
    
    25.25
    
    
    
    25.20Feb-27
    
    Close
    
    
    21.95
    
    
    
    22.51
    
    
    
    26.50
    
    
    
    16.79
    
    
    
    25.40
    
    
    
    25.41Volume
    
    
    5,100
    
    
    
    8,633,047
    
    
    
    126,378
    
    
    
    1,583,500
    
    
    
    52,800
    
    
    
    60,700March 2004
    
    High
    
    
    22.50
    
    
    
    23.29
    
    
    
    26.95
    
    
    
    17.54
    
    
    
    25.86
    
    
    
    25.85Low
    
    
    21.95
    
    
    
    20.56
    
    
    
    26.05
    
    
    
    15.55
    
    
    
    25.00
    
    
    
    25.05Mar-31
    
    Close
    
    
    22.00
    
    
    
    21.55
    
    
    
    26.63
    
    
    
    16.33
    
    
    
    25.16
    
    
    
    25.21Volume
    
    
    1,800
    
    
    
    11,529,662
    
    
    
    165,835
    
    
    
    1,567,100
    
    
    
    94,300
    
    
    
    65,300
 31




---



##### 



(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
 TSX Venture - C$
    
    
    TSX - C$
    
    
    NYSE - US$SJR.A
    
    
    SJR.B(2)
    
    
    SJR.PR.A
    
    
    SJR
    
    
    SJR PrA
    
    
    SJR PrBApril 2004
    
    High
    
    
    22.00
    
    
    
    22.98
    
    
    
    26.80
    
    
    
    17.46
    
    
    
    25.45
    
    
    
    25.39Low
    
    
    22.00
    
    
    
    20.27
    
    
    
    25.75
    
    
    
    16.05
    
    
    
    25.04
    
    
    
    24.90Apr-30
    
    Close
    
    
    22.00
    
    
    
    22.88
    
    
    
    26.05
    
    
    
    16.64
    
    
    
    25.05
    
    
    
    25.15Volume
    
    
    0
    
    
    
    11,603,347
    
    
    
    92,265
    
    
    
    1,145,600
    
    
    
    113,000
    
    
    
    90,800May 2004
    
    High
    
    
    22.25
    
    
    
    24.25
    
    
    
    26.49
    
    
    
    17.43
    
    
    
    25.28
    
    
    
    25.35Low
    
    
    22.00
    
    
    
    22.23
    
    
    
    25.05
    
    
    
    15.97
    
    
    
    24.92
    
    
    
    24.95May-31
    
    Close
    
    
    22.25
    
    
    
    24.15
    
    
    
    25.95
    
    
    
    17.43
    
    
    
    25.10
    
    
    
    25.10Volume
    
    
    50
    
    
    
    8,451,284
    
    
    
    73,102
    
    
    
    982,900
    
    
    
    164,700
    
    
    
    166,200June 2004
    
    High
    
    
    22.25
    
    
    
    24.31
    
    
    
    26.25
    
    
    
    17.94
    
    
    
    25.52
    
    
    
    25.44Low
    
    
    22.25
    
    
    
    21.76
    
    
    
    25.25
    
    
    
    16.18
    
    
    
    24.80
    
    
    
    24.80Jun-30
    
    Close
    
    
    22.25
    
    
    
    22.37
    
    
    
    25.36
    
    
    
    16.81
    
    
    
    25.10
    
    
    
    25.08Volume
    
    
    0
    
    
    
    6,662,498
    
    
    
    74,920
    
    
    
    913,400
    
    
    
    58,000
    
    
    
    70,700July 2004
    
    High
    
    
    22.25
    
    
    
    23.30
    
    
    
    26.00
    
    
    
    17.13
    
    
    
    25.35
    
    
    
    25.35Low
    
    
    22.25
    
    
    
    20.06
    
    
    
    25.35
    
    
    
    15.17
    
    
    
    25.06
    
    
    
    25.11Jul-30
    
    Close
    
    
    22.25
    
    
    
    20.25
    
    
    
    25.98
    
    
    
    15.32
    
    
    
    25.28
    
    
    
    25.25Volume
    
    
    0
    
    
    
    7,267,778
    
    
    
    51,913
    
    

    
    1,148,800
    
    
    
    33,300
    
    
    
    42,200August 2004
    
    High
    
    
    22.25
    
    
    
    21.02
    
    
    
    26.14
    
    
    
    15.95
    
    
    
    25.48
    
    
    
    25.50Low
    
    
    22.25
    
    
    
    19.58
    
    
    
    25.52
    
    
    
    14.70
    
    
    
    25.22
    
    
    
    25.27Aug-31
    
    Close
    
    
    22.25
    
    
    
    20.40
    
    
    
    26.14
    
    
    
    15.54
    
    
    
    25.45
    
    
    
    25.47Volume
    
    
    0
    
    
    
    5,986,445
    
    
    
    49,193
    
    
    
    1,222,900
    
    
    
    39,800
    
    
    
    44,300
 Notes:  (1)
    All price and volume information is from independent third-party sources (i.e. Toronto Stock
Exchange (TSX) website, Bloomberg and Yahoo Finance).  (2)
    The symbol assigned by the TSX to the Class B Non-Voting Shares changed from SJR.B to
SJR.NV.B pursuant to TSX requirements, effective on November 15, 2004. DIRECTORS AND OFFICERS 1. Directors as of January1, 2005 Set forth below is a list of the directors of the Corporation as of January 1, 2005 indicating
their municipalities of residence, their principal occupations during the five preceding years and
the year in which they became a director of the Corporation. Each director is 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
    
    Principal Occupation Within
    
    DirectorResidence
    
    Five Preceding Years
    
    SinceAdrian Burns
Rockcliffe Park, Ontario
    
    Corporate Director; former Member of the
Copyright Board of Canada; former
Commissioner of the CRTC
    
    
    2001
 32




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##### 



(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
 Name and Municipality of
    
    Principal Occupation Within
    
    DirectorResidence
    
    Five Preceding Years
    
    SinceJames F. Dinning
Calgary, Alberta
    
    Non-Executive Chairman, Western Financial
Group Inc., a financial services company;
former Executive Vice President,
TransAlta Corporation, an electric
industry holding company, and former
Member of the Legislative Assembly of
Alberta who held a number of Cabinet
positions, including Provincial
Treasurer, Minister of Education and
Minister of Community and Occupational
Health
    
    
    1997George F. Galbraith
Vernon, British Columbia
    
    Corporate Director; former President of
Vercom Cable Services Ltd. which operated
the cable television system serving
Vernon, British Columbia
    
    
    1991Ronald V. Joyce
Calgary, Alberta
    
    Corporate Director; former Senior
Chairman and Co-Founder, The TDL Group,
licencee of Tim Hortons restaurants in
Canada and the United States
    
    
    2000Charles V. Keating
Dartmouth, Nova Scotia
    
    Corporate Director; former Chairman of
Access Communications Incorporated, which
operated a number of cable television
systems in Nova Scotia
    
    
    1985Rt. Hon. Donald F. Mazankowski
Vegreville, Alberta
    
    Corporate Director; former Member of
Parliament who held a number of Cabinet
positions, including Deputy Prime
Minister and Minister of Finance
    
    
    1993Harold A. Roozen
Edmonton, Alberta
    
    President and Chief Executive Officer,
CCI Thermal Technologies Inc., a
manufacturing company
    
    
    2000Michael W. OBrien
Canmore, Alberta
    
    Corporate Director; former Executive
Vice-President, Corporate Development and
Chief Financial Officer of Suncor Energy
Inc., an integrated oil and gas company
    
    
    2003Jeffrey Royer
Toronto, Ontario
    
    Corporate Director and Private Investor
    
    
    1995Bradley S. Shaw(1)Calgary, Alberta
    
    Senior Vice President, Operations of the
Corporation
    
    
    1999Jim Shaw(2)Calgary, Alberta
    
    Chief Executive Officer of the Corporation
    
    
    2002JR Shaw(1)(2)Calgary, Alberta
    
    Executive Chair of the Corporation
    
    
    1966
 33




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##### 



(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
 Name and Municipality of
    
    Principal Occupation Within
    
    DirectorResidence
    
    Five Preceding Years
    
    SinceJC Sparkman
Englewood, Colorado
U.S.A.
    
    Corporate Director; former Executive Vice
President and Executive Officer of
Telecommunications Inc. (also known as
TCI), one of the largest cable television
operators in the United States.
    
    
    1994John S. Thomas
Delta, British Columbia
    
    President, Delta Cable Communications
Ltd. and Coast Cable Communications Ltd.,
which operate cable television systems in
British Columbia
    
    
    2000Willard H. Yuill
Medicine Hat, Alberta
    
    Chairman and Chief Executive Officer, The
Monarch Corporation, a private holding
company with investments in
communications, real estate and
sports-related properties
    
    
    1999
   Notes:
 (1) Bradley S. Shaw is
the son of JR Shaw and the brother of Jim Shaw.
(2) Jim Shaw is the son of JR Shaw and the brother of Bradley S. Shaw. 2. Board Committee Members The Board of Directors of the Corporation has established four standing committees: Executive,
Audit, Corporate Governance and Human Resources. The membership of each committee is set forth
below. The Executive Committee consists of JR Shaw (Chair), George F. Galbraith, Ronald V. Joyce, Donald
F. Mazankowski, Jeffrey Royer and JC Sparkman. The Audit Committee consists of Michael W. OBrien (Chair), James F. Dinning, George F. Galbraith
and Harold A. Roozen. For further details concerning the Audit Committee, see the information
under the heading Audit Committee. The Corporate Governance Committee consists of Donald F. Mazankowski (Chair), Adrian Burns, Charles
V. Keating and John S. Thomas. The Human Resources Committee consists of JC Sparkman (Chair), Jeffrey Royer and Willard H. Yuill. 3. Executive Officers as of January 1, 2005 Set forth below is a list of the executive officers of the Corporation as of January 1, 2005
indicating their municipalities of residence and their respective positions with the Corporation.
Officers are appointed annually and serve at the discretion of the Board of Directors of the
Corporation. Name and Municipality of Residence
    
    Principal Position with the CorporationJR
Shaw(1)
(2)
Calgary, Alberta
    
    Executive Chair
 34




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##### 



(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
 Name and Municipality of Residence
    
    Principal Position with the CorporationJim Shaw(1) (2)Calgary, Alberta
    
    Chief Executive OfficerJackie L. Altwasser
Calgary, Alberta
    
    Vice-President, FinancePeter J. Bissonnette
Calgary, Alberta
    
    PresidentDouglas J. Black, Q.C.
Calgary, Alberta
    
    Corporate SecretaryMichael DAvella
Calgary, Alberta
    
    Senior Vice President, PlanningLouis A. Desrochers, Q.C.
Edmonton, Alberta
    
    Honorary Corporate SecretaryRobert A. (Randy) Elliot
Calgary, Alberta
    
    Senior Vice President, Technical Operations,
Shaw Cablesystems G.P.Bradley S. Shaw (1) (2)Calgary, Alberta
    
    Senior Vice President, OperationsKen C.C. Stein
Toronto, Ontario
    
    Senior Vice President, Corporate and Regulatory
AffairsDavid Taniguchi
Calgary, Alberta
    
    Assistant Corporate Secretary and Senior CounselSteve Wilson
Calgary, Alberta
    
    Senior Vice President and Chief Financial Officer
   Notes:
 (1) Jim Shaw is the son of JR Shaw and the brother of Bradley S. Shaw.
(2) Bradley S. Shaw is the son of JR Shaw and the brother of Jim Shaw. All of the above officers have been employed in various capacities by the Corporation during
the past five years except: Steve Wilson who was Vice-President, Finance and Chief Financial
Officer of Husky Injection Molding Systems Ltd. from 1997 to 2004; Douglas J. Black, Q.C., who is
Vice-Chairman of Fraser Milner Casgrain LLP, Barristers and Solicitors; and Louis A. Desrochers,
Q.C., who is counsel with McCuaig Desrochers, Barristers and Solicitors. 4. Shareholdings of Directors and Executive Officers To the knowledge of the Corporation, the directors and executive officers, as a group, beneficially
own, directly or indirectly, or exercise control or direction over, 9,095,704 Class A Shares,
representing, as of January 1, 2005, approximately 80.07% of the issued and outstanding shares of
such class. Of such number, JR Shaw beneficially owns, controls or directs 8,846,004 Class A
Shares, representing 77.87% of the issued and outstanding shares of such class. JR Shaw, members
of his family and corporations 35




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##### 



(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
 owned or controlled by them are parties to a Voting Trust Agreement relating to all Class A Shares
that they own, control or direct. The voting rights with respect to such shares are exercised by
the representative of a committee of three trustees. 5. Additional Disclosure for Directors and Executive Officers To the knowledge of the Corporation, no director or executive officer of the Corporation, or a
shareholder holding a sufficient number of securities of the Corporation to affect materially the
control of the Corporation, is or has been, within the ten years before the date of this Annual
Information Form, a director or executive officer of any company that, while that person was acting
in that capacity, (a) was the subject of a cease trade order or similar order or an order that
denied the company access to any exemptions under Canadian securities legislation for a period of
more than 30 consecutive days; (b) was subject to an event that resulted, after that person ceased
to be a director or executive officer, in the company being the subject of a cease trade or similar
order or an order that denied the company access to any exemption under Canadian securities
legislation for a period of more than 30 consecutive days; or (c) has, within the ten years before
the date of this Annual Information Form, become bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency or become subject to or instituted any proceedings,
arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed
to hold the assets of the director, executive officer or shareholder, except for the following: Mr. Keating, a director of the Corporation, was a director of Altimax Variety Limited when it made
a proposal to creditors under the Bankruptcy and Insolvency Act(Canada). The proposal was
accepted by creditors and by the bankruptcy court. AUDIT COMMITTEE 1. Audit Committee Charter The Audit Committee of the Board of Directors of the Corporation is responsible for overseeing the
integrity of the Corporations financial reporting process. In this regard, the primary duties of
the Audit Committee involve reviewing the Corporations annual and interim financial statements;
monitoring the Corporations financial reporting process and internal and disclosure control
systems; and overseeing the audits conducted by the Corporations external auditors. The Audit Committee is also responsible for overseeing the integrity of the Corporations internal
controls and risk management, and the reporting procedures with respect thereto; evaluating the
qualifications and performance of the Corporations external auditors and implementing practices to
preserve their independence; reviewing the engagements to be provided by the external auditors; and
reviewing all significant auditing and accounting practices and policies and any proposed changes
with respect thereto. A copy of the charter of the Audit Committee is attached as Schedule A to this Annual Information
Form. 2. Audit Committee Composition and Background The Audit Committee consists of Michael W. OBrien (Chair), James F. Dinning, George F. Galbraith
and Harold A. Roozen. Each member of the Audit Committee is independent and financially literate,
as such terms are defined in Multilateral Instrument 52-110  Audit Committees. In addition, Mr.
OBrien 36




---



##### 



(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
 qualifies as a financial expert under the Sarbanes-Oxley Act of 2002and 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 OBrien (Chair) served as Executive Vice-President, Corporate Development and Chief
Financial Officer of Suncor Energy Inc., an integrated oil and gas company, until his retirement in
2002. He currently is a director and member of the Environmental, Health & Safety Committee of
Suncor Energy Inc.; director, chair of the Corporate Governance and Nominating Committee and member
of the Compensation Committee and Audit Committee of PrimeWest Energy Inc.; and director, chair of
the Audit Committee and member of the Environmental, Health & Safety Committee of Terasen Inc. Jim Dinning is non-Executive Chairman of the Board of Western Financial Group Inc., a financial
services company. Prior to January 1, 2005, he served as Executive Vice President, TransAlta
Corporation, an electric industry holding company. Mr. Dinning formerly held various positions
during 11 years as a member of the legislative assembly of Alberta, including Provincial Treasurer,
Minister of Education and Minister of Community and Occupational Health. Mr. Dinning also serves
as a director of Finning International Inc., Liquor Stores Income Fund, Oncolytics Biotech Inc.,
Parkland Income Fund and Russel Metals Inc. George Galbraith is the former President of Vercom Cable Services Ltd. which operated the cable
television system serving Vernon, British Columbia. He also serves as a director of Pacific Coast
Public Television. Harold Roozen is President and Chief Executive Officer, CCI Thermal Technologies Inc., a
manufacturing company. Mr. Roozen formerly served as chair of the board of directors of WIC
Western International Communications Ltd. and Canadian Satellite Communications Inc. 3. Audit Fees The aggregate amounts paid or accrued by the Corporation with respect to fees payable to Ernst &
Young LLP, the auditors of the Corporation, for audit (including separate audits of subsidiary
entities, financings and regulatory reporting requirements), audit-related, tax and other services
in the fiscal years ended August 31, 2004 and 2003 were as follows: Type of Service
    Fiscal 2004
    Fiscal 2003Audit
    
    $
    1,161,891
    
    
    $
    1,085,255Audit-related
    
    
    131,400
    
    
    
    108,292Tax
    
    
    523,571
    
    
    
    259,180All Other
    
    
    
    
    
    
    Total
    
    $
    1,816,862
    
    
    $
    1,452,727
 Fees paid for audit-related services in fiscal 2004 were in respect of the separate audit of a
subsidiary that was not required by law. Fees paid for audit-related services in fiscal 2003 were
primarily in respect of the Corporations business divestiture activities. The tax fees paid in
fiscal 2004 and 2003 were related to 37




---



##### 



(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
 tax compliance and tax consultation on scientific research,
exploration and development tax credits, commodity taxes and linear property taxes. The Audit Committee of the Corporation considered and agreed that the above fees are compatible
with maintaining the independence of the Corporations auditors. Further, the Audit Committee
determined that, in order to ensure the continued independence of the auditors, only limited
non-audit related services will be provided to the Corporation by Ernst & Young LLP and in such
case, only with the prior approval of the Audit Committee. The Chair of the Audit Committee has
been delegated authority to approve the retainer of Ernst & Young LLP to provide non-audit services
in extraordinary circumstances where it is not feasible or practical to convene a meeting of the
Audit Committee, subject to an aggregate limit of $100,000 in fees payable to Ernst & Young LLP for
such services per fiscal year of the Corporation. The Chair of the Audit Committee is required to
report any such services approved by him to the Audit Committee. LEGAL PROCEEDINGS The Corporation is involved in litigation matters arising in the ordinary course and conduct of its
business. Although such proceedings cannot be predicted with certainty, management of the
Corporation does not expect that the outcome of these matters will have a material adverse effect
on the Corporation. In addition, Cancom, a subsidiary of the Corporation, is one of several defendants in an action
brought by General Discovery (Canada) in the Ontario Superior Court of Justice in January, 2000
seeking general, special and punitive damages in the aggregate sum of $1.5 billion. The claim
arises from Cancoms involvement in a joint venture to establish a telecommunications network with
Russia called Sovcan Star Satellite Communications Inc. General Discovery (Canada) alleges that
the defendants wrongfully conspired to prevent the business venture from proceeding. No statement
of defence has been filed to date, as General Discovery (Canada) has not responded on a timely
basis to requests for information since filing its statement of claim. The Corporation does not
believe that this claim has merit. REGISTRAR AND TRANSFER AGENT The registrar and transfer agent for the Class A Shares and Class B Non-Voting Shares is CIBC
Mellon Trust Company at its principal offices in Vancouver, British Columbia; Calgary, Alberta;
Winnipeg, Manitoba; Toronto, Ontario; and Halifax, Nova Scotia. The co-registrar and co-transfer
agent in the United States for the Class B Non-Voting Shares is Mellon Investor Services LLC at its
principal office in New York City, New York. INTERESTS OF EXPERTS The Corporations auditors are Ernst & Young LLP. The Corporations consolidated annual financial
statements for the year ended August 31, 2004 have been filed under National Instrument 51-102 in
reliance on the report of Ernst & Young LLP, independent chartered accountants, given on their
authority as experts in auditing and accounting. As of January 1, 2005, the partners and employees
of Ernst & Young LLP as a group did not beneficially own, directly or indirectly, any of the
Corporations outstanding securities. 38




---



##### 



(SHAW LOGO)
    
    SHAW COMMUNICATIONS INC.
ANNUAL INFORMATION FORM
January 18, 2005
 ADDITIONAL INFORMATION Additional information concerning the Corporation 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 Corporations website at
www.shaw.ca, or on request without charge from the Assistant Corporate Secretary of the
Corporation, 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 Corporations securities, and securities authorized for issuance under equity
compensation plans is contained in the Corporations Information Circular dated December 8, 2004.
Additional financial information is provided in the Corporation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. Certain statements contained in this Annual Information Form, or incorporated by reference herein,
are forward-looking statements and are prospective. Such forward-looking statements are subject
to risks, uncertainties and other factors which could cause actual results to differ materially
from future results expressed or implied by such forward-looking statements. Many of these factors
are beyond the control of the Corporation. Consequently, all forward-looking statements made in
this Annual Information Form or the documents incorporated by reference herein are qualified by
this cautionary statement and there can be no assurance that actual results or developments
anticipated by the Corporation will be realized. Unless otherwise stated herein, the information in this Annual Information Form is stated as of
August 31, 2004. 39




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SCHEDULE A SHAW COMMUNICATIONS INC. AUDIT COMMITTEE CHARTER
 This Charter of the Audit Committee (the Committee) of the Board of Directors (the Board) of
Shaw Communications Inc. (the Corporation) was adopted and approved on January 21, 2004 (revised
April 1, 2004). I. PURPOSE 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.
In this regard, the primary duties of the Committee involve reviewing the Corporations annual and
interim financial statements; monitoring the Corporations financial reporting process and internal
control systems; and overseeing the audits conducted by the Corporations external auditors. The Committee will fulfill these responsibilities primarily by carrying out the activities set
forth in Section IV of this Charter. II. COMPOSITION The Committee shall be comprised of three or more unrelated and independent directors, as
determined and appointed by the Board on an annual basis. Unrelated and independent director
means a director who is independent of management of the Corporation and is free from any interest
and any business or other relationship which could, or could reasonably be perceived to, materially
interfere with the directors ability to act with a view to the best interests of the Corporation.
In this regard, to maintain their independence, members of the Committee may not accept any
consulting, advisory or other compensatory fee (other than regular Board and Committee fees) from
the Corporation or any of its affiliates. Members of the Committee also may not receive any
indirect payments from the Corporation or any of its affiliates, including payments (whether or not
material) made to spouses or family members, or payments for services to law firms, accounting
firms, consulting firms and investment banks for which the Committee member serves as a partner,
member, managing director or executive. All members of the Committee shall be financially literate and at least one member shall be a
financial expert or otherwise have accounting or related financial expertise. The definitions of
financial literacy and financial expertise, and the determination of whether any given member
of the Committee meets such definition, will be made by the Board, in consultation with the
Corporate Governance Committee, in accordance with applicable laws, policies and guidelines of
securities regulatory authorities. The members of the Committee shall be appointed by the Board annually. Each member shall serve
until the next annual general meeting of the shareholders of the Corporation or until his or her
earlier resignation or removal by the Board. The Chair of the Committee shall be appointed by the
Board annually. A-1




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III. MEETINGS The Committee shall meet at least on a quarterly basis, or more frequently as circumstances
dictate or as requested by the Board, a member of the Committee, the Corporations external
auditors or a senior officer of the Corporation. The Committee shall also meet at least annually with the Corporations senior management (including
the Chief Executive Officer and Chief Financial Officer), internal auditors (if any) and external
auditors in separate sessions to discuss any matters that the Committee or any of these groups
believe should be discussed privately. In addition, the Committee (or at least its Chair) should
meet with the external auditors and management quarterly to review the Corporations interim
financial statements. Notice of each meeting of the Committee shall be given to each member of the Committee as far in
advance of the time for the meeting as possible, but in any event, not later than 24 hours
preceding the time stipulated for the meeting (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. A quorum for the transaction of business at a meeting shall consist of 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, and a member participating by any such
means shall be deemed to be present at that meeting. Senior management of the Corporation and other parties may attend meetings of the Committee, as may
be deemed appropriate by the Committee. Minutes shall be kept of all meetings of the Committee and shall be signed by the Chair and
Secretary of the meeting. IV. RESPONSIBILITIES AND DUTIES The Committee shall fulfill its oversight responsibilities primarily by carrying out the
activities set forth below as well as all such other actions which may be incidental thereto or
which may be necessary for the Committee to comply with the spirit and intent of this Charter. 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 may be appropriate: Financial Statement Review  1.
    Review and oversee the integrity of the Corporations annual financial statements (including
any certification, report, opinion or review thereon rendered by external auditors) and any
public disclosure documents or reports containing financial information that are submitted to
any governmental body or to the public (including, in particular, managements discussion and
analysis, prospectuses and registration statements).  2.
    Review and oversee the integrity of the Corporations quarterly financial statements and any
public disclosure documents containing financial information that are submitted to any
governmental body or to the public pursuant to applicable securities laws, and approve such
quarterly financial A-2




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statements for disclosure to the public (provided that such statements are subsequently tabled
before, and ratified, confirmed and approved by, the Board).  3.
    Review earnings press releases and financial information and earnings guidance given to
analysts and rating agencies.  4.
    Periodically consult with the Corporations external auditors in the absence of management
concerning the fullness and accuracy of the Corporations financial statements.  5.
    Establish regular, timely and separate systems of reporting to the Committee by each of
management of the Corporation and the external auditors regarding any significant judgments
made in managements preparation of the financial statements and the view of each as to
appropriateness of such judgments.  6.
    Review any proposed changes in major auditing and accounting practices and policies, the
presentation of significant risks and uncertainties and key estimates and judgements of
management that may be material to financial statement presentation and reporting.  7.
    Report to the Board on at least a quarterly basis on the results of the Committees
activities, including the Committees review of the Corporations annual and interim financial
statements. Financial Reporting Process and Internal Control  8.
    In consultation with the external auditors, review the integrity of the Corporations
financial reporting processes, both internal and external, and the Corporations accounting
principles as applied in its financial reporting, to determine the quality and acceptability
of the Corporations financial reporting.  9.
    Review the extent to which changes or improvements in financial or accounting practices, as
approved by the Committee, have been implemented.  10.
    Receive timely reports from the external auditors concerning all critical accounting policies
and practices of the Corporation, all alternative treatments of financial information within
generally accepted accounting principles that have been discussed with management; and all
material written correspondence and disagreements between management and the external auditors
(including any management letter or schedule of unadjusted differences).  11.
    Review the integrity of internal controls (as evaluated by the external auditor or otherwise)
on at least an annual basis, and make recommendations with respect thereto.  12.
    Review the Corporations internal audit procedures, including the mandate of, and all reports
issued by, the Corporations internal auditor (if any) and managements response and
subsequent follow up to any identified weaknesses.  13.
    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. A-3




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External Auditors  14.
    Make recommendations to the Board and the shareholders of the Corporation, on an annual
basis, concerning the appointment of the external auditors (considering, in particular, their
independence and effectiveness) and approve the terms of engagement and fees and other
compensation to be paid to the external auditors.  15.
    Oversee and review the qualifications and performance of the external auditors, who shall
report directly and be accountable to the Committee (and ultimately, the Board), and approve
any proposed discharge or change of the external auditors, or of the lead audit partner
thereof, when circumstances warrant.  16.
    Review in advance any engagements for non-audit services to be provided by the external
auditors firm or its affiliates, together with estimated fees, along with any other
significant relationships which the external auditors have with the Corporation, and consider
the impact on the independence of the external auditor and compliance with applicable laws. Audit Process  17.
    Review the audit plan with the external auditors and with senior management of the
Corporation.  18.
    Review, in the absence of management, any problems experienced by the external auditors in
performing the audit, including any restrictions imposed by management or significant
accounting issues on which there was a disagreement with management.  19.
    Review the post-audit or management letter, containing the recommendations of the external
auditor and managements response and subsequent follow up to any identified weakness.  20.
    Resolve disputes, if any, that may arise between the external auditors and management
regarding financial reporting. Risk Management  21.
    Identify and review, with management, the principal risks facing the Corporation and
ensure that management has in place the policies and systems to assess and manage these risks.  22.
    Review financial risks (foreign exchange risk, interest rate risk etc.) of the Corporation
and the management of such risks.  23.
    Review, with the Corporations internal legal counsel and/or external counsel, any legal
matter that could have a significant impact on the Corporations financial reporting.  24.
    Review the status of the Corporations compliance with laws, regulations and internal
policies and procedures, and the scope and status of systems designed to ensure such
compliance, particularly in relation to contingent liabilities and material risks facing the
Corporation.  25.
    Review the amount and terms of any insurance to be obtained or maintained by the Corporation
and any other related risk management policies or measures. A-4




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Other  26.
    Engage and set the remuneration of such independent external advisors, including
independent legal counsel, at the Corporations expense, as the Audit Committee may deem
necessary or desirable to carry out its duties.  27.
    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.  28.
    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.  29.
    Review this charter of the Audit Committee on an annual basis and suggest to the Corporate
Governance Committee of the Board such revisions as the Audit Committee may believe to be
required by new laws or to be prudent  30.
    Perform any other activities consistent with this Charter, the Corporations constating
documents and governing law, as the Committee or the Board deems necessary or appropriate. A-5