Shaw Announces the Mailing of Its Circular in Connection With the Special Meeting of Shareholders to Approve the Proposed Business Combination With Rogers - Seite 2

Shaw Special Meeting of Shareholders

In accordance with the terms of the interim order of the Court of Queen’s Bench of Alberta obtained on April 19, 2021, a special meeting (the “Meeting”) of Class A Shareholders and Class B Shareholders will be held virtually on May 20, 2021 at 10:00 a.m. (Mountain time). A copy of the interim order is included in the Circular.

The purpose of the Meeting is for the Class A Shareholders and Class B Shareholders to consider and vote on a resolution approving the Arrangement, as described in the Circular. Only Class A Shareholders and Class B Shareholders of record at the close of business on April 6, 2021 (the “Record Date”) will be entitled to vote at the Meeting, subject to the rights of certain transferees of shares who become shareholders following the Record Date to vote (as set out in the Circular). Due to COVID-19 and related recommendations of Canadian public health officials, the Meeting will be conducted via live webcast online at www.virtualshareholdermeeting.com/shawspecial2021.

How to Vote

All Class A Shareholders and Class B Shareholders are encouraged to vote at the Meeting (virtually) or by proxy. Details on how to vote and how to participate at the Meeting via the live webcast are contained in the Circular.

The completion of the Arrangement is subject to, among other things, the approval of two thirds of the votes cast by the Class A Shareholders and Class B Shareholders at the Meeting, voting separately as a class, as well as majority of the minority approval under MI 61-101 of the Class A Shareholders and Class B Shareholders (which requires the approval of a majority of votes cast by such shareholders at the Meeting, excluding the votes of the Shaw Family Shareholders and any other person required to be excluded for the purposes of MI 61-101), each voting separately as a class.

About the Transaction

The Arrangement remains subject to other customary closing conditions, including court approval and approvals from certain Canadian regulators. Shaw and Rogers intend to work cooperatively and constructively with the Competition Bureau, the Ministry of Innovation, Science and Economic Development and the Canadian Radio-television and Telecommunications Commission in order to secure the requisite regulatory approvals. Subject to receipt of all required approvals and satisfaction of all closing conditions, the Arrangement is currently anticipated to be completed in the first half of 2022.