These materials are important and require your immediate attention. The shareholders of Corus are required to make important decisions. If you have any doubt as to how to make such decisions, please contact your tax, financial, legal or other professional advisors. If you require further assistance, please do not hesitate to contact the Company’s proxy solicitation agent, D.F. King Canada, toll free at 1-800- 622-1678 (1-201-806-7301 by collect call) or by email at [email protected]. CORUS ENTERTAINMENT INC. NOTICE OF SPECIAL MEETING AND MANAGEMENT INFORMATION CIRCULAR FOR THE SPECIAL MEETING OF SHAREHOLDERS REGARDING THE PROPOSED ACQUISITION OF SHAW MEDIA INC. MARCH 9, 2016 February 9, 2016 THE CORUS BOARD HAS APPROVED THE ACQUISITION AND RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE RESOLUTIONS SET FORTH IN THE CIRCULAR February 9, 2016 Dear Corus shareholder: On behalf of the Board of Directors (the “Board”) of Corus Entertainment Inc. (“Corus” or the “Company”), we invite you to attend the special meeting (the “Meeting”) of the holders (the “Shareholders”) of Class A participating shares (the “Class A Shares”) and Class B non-voting participating shares (the “Class B Shares”) of Corus to be held at Corus Quay, 25 Dockside Drive, Toronto, Ontario at 10:00 a.m. (Eastern Time) on March 9, 2016. On January 13, 2016, Corus entered into a share purchase agreement (the “Acquisition Agreement”) with Shaw Communications Inc. (“Shaw”) to acquire (the “Acquisition”) the business of Shaw Media Inc. (“Shaw Media”) for $2.65 billion. The Acquisition will be paid by a combination of cash and the issuance of Class B Shares to Shaw, as described in the accompanying management information circular (the “Circular”). CREATING A GROWTH-ORIENTED, INTEGRATED MEDIA AND CONTENT COMPANY WITH SCALE We at Corus are very excited to present you with a unique opportunity to combine two of Canada’s leading media companies in an acquisition that is expected to be immediately accretive to shareholders on an earnings per share and free cash flow per share basis. This compelling transaction strongly positions Corus, following completion of the Acquisition (the “Combined Company”), to compete and grow in a dynamic media landscape. The complementary suites of leading brands will create a large, integrated media and content company, transforming the Combined Company’s enhanced scale and significant free cash flow into a powerful platform for growth. The Company will more than double in size, commanding 34.5% of Canada’s English language television audience1, while significantly increasing its financial scale, representing a combined $1.9 billion in revenue, $619 million in adjusted EBITDA and $431 million in free cash flow2 based on the fiscal 2015 results of both companies. The Company expects that growth opportunities will be created in the Canadian market through enhanced advertising bundling, next generation advertising capabilities and the cross-promotion of content and brands across the Combined Company’s diverse portfolio of media offerings. Internationally, the Company sees a significant opportunity to leverage its expertise to produce more quality Canadian content to drive increased global sales. Highly cash generative assets that deliver strong free cash flow are expected to enable the Company to maintain its current dividend of $1.14 per Class B Share, while cost synergies with Shaw Media are expected to result in $40 to $50 million in annual operating savings, in addition to immediate savings of approximately $15 million in corporate overhead charges that will no longer be allocated from Shaw to Shaw Media. A strong Board and exceptional management team, representing the deep and diverse skill sets of both Corus and Shaw Media, will oversee the execution of the integration and strive to advance the Company’s growth objectives. See “Description of the Combined Company – Directors and Officers of the Combined Company”. The Acquisition significantly advances Corus’ strategic objectives for growing the Company, which are: 1. Own and Control More Content – The Acquisition will strengthen the Company’s portfolio of premium brands, bolstered by new partnerships and output deals, with Scripps Networks Interactive, National Geographic, A + E Networks and others. The size of the Combined Company’s required expenditures on Canadian programming will enable increased ownership and production of Canadian content, which is 1 Source: Numeris TV Meter – 2014/2015 Broadcast Year (weeks 1-52), Total Canada (English), Specialty and Conventional Channels, Monday – Sunday 2 am – 2 am, Audience Share %, Sum of Individuals ages 2+, % rounded to nearest whole number. 2 FY2015 free cash flow excludes impact of debt servicing (interest and mandatory amortization) on incremental debt to finance the Acquisition and includes Corus’ Pay TV business. Corus will discontinue its Pay TV business in FY 2016. - ii - expected to increase global sales. The Combined Company will also gain greater access to exclusive, first run content. 2. Engage Our Audiences – The Acquisition creates a portfolio of best-in-class brands with exceptional content and with significant cross-promotional opportunities across television, radio and digital. With these capabilities, strengthened by its audience intelligence data, the Company expects to deepen its engagement with audiences. 3. Expand into New and Adjacent Markets – The Acquisition provides Corus with a national conventional television presence and is expected to facilitate the addition of next generation advertising capabilities. Through Global Television, Corus will gain meaningful scale and a powerful entry into an adjacent market. Management believes that this scale will accelerate ownership of more women’s, kids’ and family content for global distribution. Management intends to drive new revenue opportunities across the Company’s business through enhanced content sharing, advertising bundling, cross-promotion and next generation advertising solutions. INDEPENDENT ASSESSMENT OF ACQUISITION PROCESS AND PURCHASE PRICE The Board established a special committee of independent directors (the “Corus Special Committee”). The Corus Special Committee was charged with, among other matters, reviewing, directing and supervising the process to be carried out by the Company and its professional advisors in assessing the Acquisition, reviewing and considering the proposed structure, terms and conditions of the Acquisition, and making a recommendation to the Board with respect thereto. In evaluating the Acquisition, the Corus Special Committee secured an independent formal valuation and fairness opinion from Barclays Capital Canada Inc. and the Board secured a fairness opinion from RBC Dominion Securities Inc. Based on the formal fairness opinions from both institutions, the recommendation by the Corus Special Committee and further discussion with Corus’ external financial and legal advisors, the Board has approved the Acquisition and recommends that holders of Class A Shares and Class B Shares VOTE IN FAVOUR of the resolutions set forth in the Circular. VOTING TO APPROVE THE ACQUISITION At the Meeting: (a) holders of the Class A Shares and Class B Shares will each be asked to consider and vote upon a resolution to approve the Acquisition on and subject to the terms of the Acquisition Agreement and the performance by Corus of its obligations thereunder, including, among other things, approval of the issuance of 71,364,853 Class B Shares forming part of the consideration to be paid to Shaw in connection with the Acquisition (the “Acquisition Resolution”); and (b) holders of the Class A Shares will be asked to consider and vote upon a resolution to allow the Board to fix the number of directors of the Company following the Acquisition, within the minimum and maximum number provided in the Articles of the Company. In order for the Acquisition to proceed, the Acquisition Resolution must be approved by: (i) a majority of the votes (50% + 1) cast at the Meeting by or on behalf of the holders of Class A Shares in accordance with the requirements of the Toronto Stock Exchange, excluding any votes attached to Class A Shares held by interested shareholders; and (ii) a majority of the votes (50% + 1) cast at the Meeting by or on behalf of the holders of Class A Shares and the holders of Class B Shares, in each case voting separately as a class (excluding for these purposes, the votes cast by certain “related parties” to the Company in accordance with the “minority approval” requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions). For this purpose, the Class A Shares and Class B Shares held by JR Shaw, the Shaw Family Living Trust and certain other persons (collectively, the “Excluded Shareholders”), representing in the aggregate approximately 84.8% of the outstanding Class A Shares and approximately 8.1% of the outstanding Class B Shares, will be excluded. See “Overview of Regulatory Approvals – Canadian Securities Law Matters – MI 61-101” for further description in the Circular. - iii - Assuming that all of the conditions to the closing of the Acquisition are satisfied, including shareholder approval of the Acquisition Resolution, the Acquisition is expected to close in the third quarter of fiscal 2016. The attached Notice of Special Meeting and Circular describes in detail the Acquisition and the procedures to be followed at the Meeting. Please give this material your careful consideration, as