Shaw
    Communications Inc.
  Annual Information Form 2009




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TABLE OF
    CONTENTS
  CORPORATE STRUCTURE


1GENERAL DEVELOPMENT OF THE BUSINESS


2DESCRIPTION OF SHAWS BUSINESSES


2CAPITAL STRUCTURE, DIVIDENDS AND RELATED MATTERS


21. Description of Capital Structure


22. Dividends


63. Ratings


74. Market for Securities


7DIRECTORS AND OFFICERS


91. Directors as of November 30, 2009


92. Board Committee Members


103. Executive Officers as of November 30, 2009


114. Shareholdings of Directors and Executive Officers


11AUDIT COMMITTEE


121. Audit Committee Charter


122. Audit Committee Composition and Background


123. Audit Fees


13LEGAL PROCEEDINGS


13REGISTRAR AND TRANSFER AGENT


13INTERESTS OF EXPERTS


13ADDITIONAL INFORMATION


14CAUTION CONCERNING FORWARD LOOKING STATEMENTS


14SCHEDULE A  AUDIT COMMITTEE CHARTER


A-1  i




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 30, 2009   CORPORATE
    STRUCTURE  Shaw Corporation direct-to-home
  Business Corporations Act Business Corporations Act two-for-one rd (403) 750-4500.
    Entity

Jurisdiction

Nature of OperationsShaw Cablesystems Limited

Alberta

Television Distribution ServicesShaw Cablesystems
    G.P.(2)

Alberta

Television Distribution and Internet ServicesVideon Cablesystems Inc.

Federal

Television Distribution ServicesShaw Telecom Inc.

Alberta

Telecommunications ServicesShaw Business Solutions Inc.

Alberta

Telecommunications ServicesShaw Telecom
    G.P.(3)

Alberta

Telecommunications ServicesShaw Satellite Services Inc.

Federal

Satellite ServicesStar Choice Television Network Incorporated

Federal

Satellite ServicesShaw Satellite
    G.P.(4)

Alberta

Satellite Services    Notes:
   (1)
    
    The above table lists subsidiaries
    of Shaw in accordance with National Instrument
    51-102 
    Continuous Disclosure Obligations, as well as certain
    other entities owned or controlled, directly or indirectly, by
    Shaw.(2)
    
    Shaw Cablesystems G.P. is a
    partnership of Shaw Communications Inc., Shaw Cablesystems
    Limited and Videon Cablesystems Inc. formed to operate the cable
    television systems owned by the partners.(3)
    
    Shaw Telecom G.P. is a partnership
    of Shaw Telecom Inc. and Shaw Business Solutions Inc. formed to
    operate the telecommunications systems owned by the partners.(4)
    
    Shaw Satellite G.P. is a
    partnership of Shaw Satellite Services Inc. and Star Choice
    Television Network Incorporated formed to operate the satellite
    systems owned by the partners.   1




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 30, 2009   GENERAL
    DEVELOPMENT OF THE BUSINESS  Form 51-102F2 National Instrument
    51-102 
    Continuous Disclosure Obligations NI-51-102 2009 Annual MD&A
 DESCRIPTION
    OF SHAWS BUSINESSES  Form 51-102F2 51-102,
 CAPITAL
    STRUCTURE, DIVIDENDS AND RELATED MATTERS  1.
    Description
    of Capital Structure  (a)
    General  Class A Shares Class B
    Non-Voting Shares Shaw Shares Class 1 Preferred Shares Class 2 Preferred
    Shares
  (b)
    Class A
    Shares and Class B Non-Voting Shares  (i)
    Authorized
    Number of Class A Shares    (ii)
    Voting
    Rights  winding-up
  (iii)
    Dividends  share-for-share
 2




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 30, 2009     (iv)
    Rights on
    Liquidation  winding-up
  (v)
    Conversion
    Privilege    Class A Offeror
  Conversion Period
  Exclusionary Offer
    sub-clause
  Expiry Date
  Offer Date
  Transfer Agent
     3




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 30, 2009                         (vi)
    Modification    (vii)
    Offer to
    Purchase    (viii)
    Redemption   4




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 30, 2009    (c)
    Class 1
    Preferred Shares      (d)
    Class 2
    Preferred Shares      (e)
    Share
    Constraints   5




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 30, 2009    2.
    Dividends  (a)
    Dividend
    Policy  share-for-share
    (b)
    Distribution
    Rates and Payment Dates    Fiscal
    2009 Distribution Rates and Payment Dates
  Class of Shares

Distribution Rate


Payment DatesClass A Participating

$
0.066458


September 29, 2008$
0.066458


October 30, 2008$
0.066458


November 27, 2008$
0.066458


December 30, 2008$
0.066458


January 29, 2009$
0.066458


February 26, 2009$
0.069792


March 30, 2009$
0.069792


April 29, 2009$
0.069792


May 28, 2009$
0.069792


June 29, 2009$
0.069792


July 30, 2009$
0.069792


August 28, 2009Class B Non-Voting Participating

$
0.066666


September 29, 2008$
0.066666


October 30, 2008$
0.066666


November 27, 2008$
0.066666


December 30, 2008$
0.066666


January 29, 2009$
0.066666


February 26, 2009$
0.07


March 30, 2009$
0.07


April 29, 2009$
0.07


May 28, 2009$
0.07


June 29, 2009$
0.07


July 30, 2009$
0.07


August 28, 2009  6




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 30, 2009    Effective
    Annual Dividend Payments (Fiscal 2007  Fiscal
    2009)
  Class of Shares

Fiscal 2009


Fiscal 2008


Fiscal 2007Class A Participating

$
0.818


$
0.702


$
0.462Class B Non-Voting Participating

$
0.820


$
0.705


$
0.465   3.
    Ratings  DBRS S&P Moodys
  Security

DBRS(1)


S&P(2)

Moodys(3)Senior Notes


BBB (stable
)

BBB− (stable)

Baa3 (stable)    Notes:
   (1)
    
    DBRS credit ratings are on a
    long-term debt rating scale that ranges from AAA to D, which
    represents the range from highest to lowest quality of such
    securities rated. A rating of BBB by DBRS is the fourth highest
    of ten categories and is assigned to debt securities considered
    to be of adequate credit quality. Protection of interest and
    principal is considered acceptable, but the entity is fairly
    susceptible to adverse changes in financial and economic
    conditions, or there may be other adverse conditions present
    which reduce the strength of the entity and its rated
    securities. The assignment of a (high) or
    (low) modifier within each rating category indicates
    relative standing within such category. The high and
    low grades are not used for the AAA and D categories.(2)
    
    S&Ps credit ratings are
    on a long-term debt rating scale that ranges from AAA to D,
    which represents the range from highest to lowest quality of
    such securities rated. A rating of BBB by S&P is the fourth
    highest of ten major categories. According to the S&P
    rating system, an obligor with debt securities rated BBB has
    adequate capacity to meet its financial commitments. However,
    adverse economic conditions or changing circumstances are more
    likely to lead to a weakened capacity of the obligor to meet its
    financial commitments. The addition of a plus (+) or minus (-)
    designation after a rating indicates the relative standing
    within a particular rating category.(3)
    
    Moodys credit ratings are on
    a long-term debt rating scale that ranges from Aaa to C, which
    represents the range from highest to lowest quality of such
    securities rated. A rating of Baa by Moodys is the fourth
    highest of nine categories and denotes obligations judged to
    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.    4.
    Market
    for Securities  (a)
    Marketplaces    Security

Exchange

Symbol

CUSIP NumberClass A Participating Shares

TSX Venture Exchange

SJR.A


82028K101Class B Non-Voting Participating Shares

Toronto Stock Exchange

SJR.B


82028K200New York Stock Exchange

SJR


82028K200  7




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 30, 2009    (b)
    Trading
    Price and Volume    TSX Venture  C$


TSX  C$SJR.A


SJR.BSeptember 2008

High


27.55



24.20Low


21.50



20.33Sept-30

Close


22.00



21.54Volume


2,200



38,812,874October 2008

High


24.75



23.26Low


19.00



17.94Oct-31

Close


24.25



21.11Volume


4,702



28,681,312November 2008

High


24.00



22.88Low


20.15



19.10Nov-28

Close


20.15



22.00Volume


700



22,522,496December 2008

High


23.46



22.90Low


20.25



20.16Dec-31

Close


22.00



21.61Volume


3,354



25,498,221January 2009

High


23.50



22.50Low


20.50



19.26Jan-30

Close


23.00



19.89Volume


1,805



24,288,277February 2009

High


24.50



20.80Low


20.00



17.94Feb-27

Close


23.00



18.80Volume


2,316



23,877,401March 2009

High


22.00



20.70Low


20.00



17.37Mar-31

Close


21.75



19.22Volume


3,520



25,625,375April 2009

High


23.00



20.01Low


20.00



17.92Apr-30

Close


22.75



18.50Volume


3,695



26,034,758May 2009

High


22.50



19.80Low


19.25



18.21May-29

Close


22.50



18.90Volume


1,488



18,251,405June 2009

High


23.00



19.90Low


19.50



18.46Jun-30

Close


21.99



19.58Volume


3,500



37,265,417 8




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 30, 2009   TSX Venture  C$


TSX  C$SJR.A


SJR.BJuly 2009

High


22.00



19.51Low


19.90



17.71Jul-31

Close


19.95



18.91Volume


6,181



21,262,385August 2009

High


20.00



19.10Low


19.50



18.18Aug-31

Close


20.00



18.79Volume


5,450



17,851,335  Note:
   (1)
    
    All price and volume information is
    from independent third-party sources (i.e. Toronto Stock
    Exchange (TSX) website and Thomson
    Reuters).  DIRECTORS
    AND OFFICERS  1.
    Directors
    as of November 30, 2009    DirectorName and Municipality of Residence

Principal Occupation Within Five Preceding Years

SincePeter J. Bissonnette
    Calgary, Alberta, Canada

President of the Corporation


2009Adrian I. Burns
    Rockcliffe Park, Ontario, Canada

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


2001George F. Galbraith
    Vernon, British Columbia, Canada

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


1991Dr. Lynda Haverstock
    Regina, Saskatchewan, Canada

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


2007Gregory J. Keating
    Porters Lake, Nova Scotia, Canada

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


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

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


2003Paul K. Pew
    Toronto, Ontario, Canada

Founder and Co-CEO of G3 CapitalCorp., a Toronto-based
    alternative asset manager (G3s principal units operate
    within the hedge fund and venture fund areas).  Former Vice
    Chairman, Investment Banking, GMP Securities Ltd., an
    independent investment dealer


2008Harold A. Roozen
    Edmonton, Alberta, Canada

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


2000Jeffrey C. Royer
    Toronto, Ontario, Canada

Corporate Director and Private Investor


1995 9




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 30, 2009   DirectorName and Municipality of Residence

Principal Occupation Within Five Preceding Years

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

Senior Vice President, Operations of the Corporation


1999Jim Shaw(2)Calgary, Alberta, Canada

Chief Executive Officer and Vice Chair of the Corporation


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

Executive Chair of the Corporation


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

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


1994Carl E.
    Vogel(3)Cherry Hills Village, Colorado, U.S.A.

Partner, SCP Worldwide, a sports, media and entertainment
    company. Former Vice Chairman of each of DISH Network
    Corporation (formerly EchoStar Communications Corporation, a
    satellite-delivered digital television services provider in the
    United States) and EchoStar Corp. (a developer of set-top boxes
    and other electronic technology) from February 2008 until March
    2009.  President from September 2006 and Vice Chairman from June
    2005, EchoStar Communications Corporation until February 2008.
    Former President, Chief Executive Officer and a director of
    Charter Communications, a broadband service provider in the
    United States


2006Sheila C. Weatherill
    Edmonton, Alberta, Canada

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


2009Willard H. Yuill
    Medicine Hat, Alberta, Canada

Chairman and Chief Executive Officer, The Monarch Corporation, a
    private investment company


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.(3)
    
    Carl Vogel was a Director from
    April 2000 to September 18, 2000, as well as Chairman and
    Chief Executive Officer from August 22, 2000 to
    September 18, 2000, of ICG Communications, Inc. (a
    telecommunications company) and certain of its subsidiaries
    which filed voluntary petitions for Chapter 11 protection
    with the U.S. Bankruptcy Court for the District of Delaware on
    November 14, 2000.  2.
    Board
    Committee Members         10




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 30, 2009      3.
    Executive
    Officers as of November 30, 2009    Name and Municipality of Residence

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

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

Chief Executive Officer and Vice ChairRhonda D. Bashnick
    Calgary, Alberta, Canada

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

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

Corporate SecretaryMichael DAvella
    Calgary, Alberta, Canada

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

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

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

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

Senior Vice President and Chief Financial Officer    Notes:
  (1)
    
    Jim Shaw is the son of JR Shaw and
    the brother of Bradley S. Shaw.(2)
    
    Bradley S. Shaw is the son of JR
    Shaw and the brother of Jim Shaw.    4.
    Shareholdings
    of Directors and Executive Officers   11




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 30, 2009   AUDIT
    COMMITTEE  1.
    Audit
    Committee Charter          2.
    Audit
    Committee Composition and Background  52-110  Audit Committees Sarbanes-Oxley Act of 2002
           12




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 30, 2009    3.
    Audit
    Fees  Sarbanes-Oxley Act
  Type of Service

Fiscal 2009


Fiscal 2008Audit Fees

$
2,026,295


$
1,888,875Audit-related Fees






Tax Fees


21,010



83,004All Other Fees






Total

$
2,047,305


$
1,971,879      LEGAL
    PROCEEDINGS   REGISTRAR
    AND TRANSFER AGENT   INTERESTS
    OF EXPERTS  51-102  Continuous Disclosure Obligations
 13




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(SHAW LOGO)

SHAW COMMUNICATIONS INC.
     ANNUAL INFORMATION FORM
    November 30, 2009   ADDITIONAL
    INFORMATION  rd (403) 750-4500).
   CAUTION
    CONCERNING FORWARD LOOKING STATEMENTS       14




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SCHEDULE A
    -



AUDIT
    COMMITTEE CHARTER

SHAW COMMUNICATIONS INC.



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, October 26, 2005, July 12, 2007 and
    June 27, 2008). I.
    PURPOSE      II.
    COMPOSITION          III.  MEETINGS
       A-1




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IV.
    RESPONSIBILITIES
    AND DUTIES OF THE COMMITTEE    Financial
    Statement Review
                    Financial
    Reporting, Internal Control and Related Management Information
    Systems
   A-2




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External
    Auditors
             A-3




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Audit
    Process
          Risk
    Management
          and/or
      Other
         A-4




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V.
    RESPONSIBILITIES
    AND DUTIES OF CHAIR OF THE COMMITTEE    
    Facilitate the effective operation and management of, and
    provide leadership to, the Committee.
    Act as chair of meetings of the Committee.
    Assist in setting the agenda for each meeting of the Committee
    and in otherwise bringing forward for consideration matters
    within the mandate of the Committee.
    Facilitate the Committees interaction with management of
    the Corporation, the Board and other committees of the Board.
    Act as a resource and mentor for other members of the Committee.
    Perform such other duties and responsibilities as may be
    delegated to the Chair by the Committee from time to time. A-5