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Shaw shareholders OK Rogers combo

CALGARY, Alberta – Shaw Communications Inc. ("Shaw") is pleased to announce that holders of its Class A Participating Shares (the "Class A Shares") and Class B Non-Voting Participating Shares (the "Class B Shares") have overwhelmingly voted in favour of the previously announced plan of arrangement (the "Arrangement") for the proposed business combination with Rogers Communications Inc. ("Rogers") at the special meeting of Shaw’s shareholders (the "Meeting") held on May 20, 2021.

"Today marks an important milestone in the journey to combine Shaw and Rogers, creating a truly national network provider with far-reaching and multigenerational benefits for all Canadians," said Brad Shaw, Executive Chair & CEO.

Shaw Shareholders Approve Plan of Arrangement

The completion of the Arrangement requires the approval of at least two-thirds of the votes cast by the holders of the Class A Shares (the "Class A Shareholders") and Class B Shares (the "Class B Shareholders") at the Meeting, voting separately as a class, as well as majority of the minority approval under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("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 Living Trust, the controlling shareholder of Shaw, and related persons, and any other person required to be excluded for the purposes of MI 61-101), each voting separately as a class.

Table 1:

Shareholder Group # Votes For % Votes For # Votes Against % Votes Against
Class A Shareholders 21,214,833 99.72% 59,976 0.28%
Class B Shareholders 337,249,852 99.83% 559,026 0.17%
Class A Shareholders (excluding votes attached to the Class A Shares required to be excluded for the purposes of "minority approval" under MI 61-101) 3,432,233 98.28% 59,976 1.72%
Class B Shareholders (excluding votes attached to the Class B Shares required to be excluded for the purposes of "minority approval" under MI 61-101) 298,365,129 99.81% 559,026 0.19%

Read the full announcement here.

Shaw Communications

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