Acquisition of Shaw

The Arrangement was approved at the special meeting of Shaw shareholders held on May 20, 2021. Under the Arrangement, shareholders of Shaw other than those shareholders that are members of the Shaw Family Group as described in the Arrangement (collectively, “Shaw Public Shareholders”) are entitled to receive cash consideration of $40.50 in exchange for each Shaw common share held (the “Cash Consideration”).

Registered Shaw Public Shareholders have been provided with a letter of transmittal, also available at www.sedarplus.ca that explains how to deposit their shares in order to receive the Cash Consideration. Registered Shaw Public Shareholders are required to deposit the certificates representing their shares, along with the validly completed and duly executed letter of transmittal and all other required documents as set out in the letter of transmittal, with the TSX Trust Company (the “Depositary”). Registered Shaw Public Shareholders who do not deliver their share certificates and all other required documents to the Depositary on or before the sixth anniversary from the effective date of the Arrangement will lose their right to receive any Cash Consideration for their shares.

To receive the Cash Consideration, beneficial Shaw Public Shareholders (i.e. Shaw Public Shareholders that held their shares through an intermediary) will receive the Cash Consideration for their shares through their brokerage account in accordance with the timelines and procedures established by their intermediary. Beneficial Shaw Public Shareholders who have questions about the timing or process for receiving the Cash Consideration for their shares should contact their intermediary.

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Following the completion of the Arrangement, Shaw Communications Inc. (“Shaw”) amalgamated with Rogers Communications Inc. (“RCI”). As a result of that amalgamation, RCI became the issuer and assumed Shaw’s obligations under the indenture governing the following outstanding notes that were originally issued by Shaw (the “Shaw Senior Notes”): (a) 3.80% senior unsecured notes due 2023, (b) 4.35% senior unsecured notes due 2024, (c) 3.80% senior unsecured notes due 2027, (d) 4.40% senior unsecured notes due 2028, (e) 3.30% senior unsecured notes due 2029, (f) 2.90% senior unsecured notes due 2030, (g) 6.75% senior unsecured notes due 2039, and (h) 4.25% senior unsecured notes due 2049. In connection with the closing of the Arrangement, Rogers Communications Canada Inc. (“RCCI”) provided a guarantee of the payment obligations under the Shaw Senior Notes (which guarantee may be terminated in certain circumstances).

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