UNDERWRITING AGREEMENTUnderwriting Agreement • May 23rd, 2011 • Shaw Communications Inc • Cable & other pay television services • Alberta
TD Securities Inc. (“TD”), CIBC World Markets Inc. (“CIBC”), RBC Dominion Securities Inc., Scotia Capital Inc., National Bank Financial Inc. and BMO Nesbitt Burns Inc. (collectively, the “Underwriters” and, each individually, an “Underwriter”) understand that Shaw Communications Inc. (the “Corporation”) proposes to (i) create, authorize, issue and sell in the Offering Jurisdictions (as hereinafter defined) 12,000,000 Series A Shares (as hereinafter defined); (ii) create and authorize Series B Shares (as hereinafter defined); and (iii) issue Series A Shares on the conversion from time to time of Series B Shares and issue Series B Shares on the conversion from time to time of Series A Shares, in each case, as described in the Prospectus Supplement (as hereinafter defined). Upon and subject to the terms and conditions contained herein, the Underwriters hereby severally, and not jointly nor jointly and severally, offer to purchase from the Corporation, in the respective percentages set for
