Proxy Circular Annual General Meeting January 13, 2021 Table of Contents
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Notice & Proxy Circular Annual General Meeting January 13, 2021 Table of Contents Notice of Meeting 1 Statement of Compensation 34 1. Compensation Discussion and Analysis ......... 34 Proxy Circular 4 Fiscal 2020 Overview ................................ 35 Executive Compensation Guiding Principles & Voting Procedures 5 Philosophy ......................................... 39 Compensation Governance .......................... 40 1. Voting Shares .................................. 5 Role of Compensation Consultant .................... 40 2. Registered Shareholders ........................ 5 Benchmarking Compensation ........................ 41 3. Non-Registered Holders ........................ 6 Risk Considerations .................................. 42 4. Right to Attend ................................ 7 Anti-hedging Policy .................................. 42 5. Voting Shares and Principal Holders Thereof .... 8 Clawbacks ........................................... 42 6. Restricted Shares ............................... 8 Retention, Talent Development & Succession Planning ........................................... 42 Business of the Meeting 9 Performance Graph .................................. 43 Compensation Elements . ........................... 45 1. Consolidated Financial Statements ............. 9 Base Salary .......................................... 46 2. Election of Directors ............................ 9 Short-Term Incentives ............................... 46 3. Appointment of Auditors ....................... 18 Medium-Term Incentives . ........................... 48 Long-Term Incentives ............................... 49 Statement of Corporate Governance 19 Equity Compensation Plan Information ............... 50 1. Foundation of Corporate Governance Burn Rate . .......................................... 50 Practices ....................................... 19 Employee Share Purchase Plan ....................... 51 2. Board & Committee Membership and Share Ownership Guidelines ......................... 51 Independence .................................. 20 2. Option-Based and Share-Based Awards ........ 52 3. Board Skills Matrix .............................. 21 3. Retirement Plans and Benefits ................. 53 4. Board of Directors .............................. 22 4. Summary Compensation Table ................. 56 5. Audit Committee ............................... 25 5. Summary of Termination and Change of 6. Corporate Governance and Nominating Control Benefits ............................... 58 Committee ..................................... 26 6. Compensation of Directors .................... 59 7. Human Resources and Compensation 7. Indebtedness of Directors and Executive Committee ..................................... 29 Officers ........................................ 63 8. Executive Committee .......................... 31 Interest of Informed Persons in Material 9. COVID-19 Pandemic Response Committee ...... 31 Transactions 63 10. Environmental, Social and Governance Practices ....................................... 31 Additional Information 63 11. Corporate Governance Policies ................. 32 12. Engagement with Shareholders ................. 33 Caution Concerning Forward Looking Statements 64 Exhibit A – Board of Directors Mandate A-1 SHAW COMMUNICATIONS INC. Notice of Annual General Meeting of Shareholders and Availability of Materials Date: Wednesday, January 13, 2021 Time: 2:00 p.m. (Mountain time) Location: Virtual-only meeting via live webcast online at: www.virtualshareholdermeeting.com/shaw2021 In light of the COVID-19 pandemic and to mitigate the risks to the health and safety of our community, shareholders and employees, Shaw Communications Inc. (“Shaw”) will be holding its annual general meeting (the “Meeting”) in a virtual-only format. A virtual Meeting means that shareholders and proxyholders will participate by way of webcast accessed at www.virtualshareholdermeeting.com/shaw2021 and no physical or in-person Meeting will be held. Shaw is using the notice-and-access model for delivery of materials to its shareholders for the Meeting. This model supports Shaw’s environmental goals by reducing paper use and the cost of printing and mailing. Under notice-and-access, holders of Class A Participating Shares (“Class A Shares”) receive a proxy form or voting instruction form enabling them to vote their shares; however, instead of a paper copy of the management proxy circular (the “Circular”), they receive this notice with information on how to access the Circular electronically. Holders of Class B Non-Voting Participating Shares (“Class B Non-Voting Shares”) will also receive this notice with information on how to access the Circular electronically. Heading in the Circular under “Business of Business of the Meeting: the Meeting” where matter is described 1. Receive Shaw’s consolidated financial statements for “Consolidated Financial Statements” the year ended August 31, 2020 and the auditors’ report on those statements 2. Elect directors “Election of Directors” 3. Appoint auditors “Appointment of Auditors” 4. Transact such other business as may properly come before the Meeting Voting Shares Holders of Class A Shares of record at the close of business on November 24, 2020 are the only shareholders entitled to vote at the virtual Meeting. Holders of Class B Non-Voting Shares are entitled to attend and speak (i.e. ask questions) at the virtual Meeting but are not entitled to vote on any matter proposed for consideration at the Meeting. Shaw Communications Inc. 1 Notice of Meeting Voting Registered Shareholders A holder of Class A Shares who holds the shares directly in their own name and not through a nominee (such as a bank, securities broker, trustee, trust company or other institution) is a registered shareholder. Registered holders of Class A Shares are asked to return their proxies to Broadridge Investor Communications Corporation (“Broadridge”) using one of the following methods: Internet: Telephone: Mail: www.proxyvote.com 1-800-474-7493 (English) or Data Processing Centre 1-800-474-7501 (French) P.O. Box 3700 STN Industrial Park Markham, ON L3R 9Z9 In order to be valid and acted upon at the Meeting, completed proxies or votes must be received by Broadridge by 2:00 p.m. (Mountain Time) on Monday, January 11, 2021 or, in the case of any adjournment or postponement of the Meeting, at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned or postponed Meeting. A person appointed as a proxyholder need not be a shareholder. See the Circular for further instructions. Non-Registered Shareholders A holder of Class A Shares who holds the shares through an account in the name of a nominee (such as a bank, securities broker, trustee, trust company or other institution) is a non-registered (or beneficial) shareholder. Non-registered holders of Class A Shares are asked to return their voting instruction form using one of the following methods at least one business day before the proxy deposit date noted in the voting instruction form. Internet: Telephone: Mail: www.proxyvote.com 1-800-474-7493 (English) or Data Processing Centre 1-800-474-7501 (French) P.O. Box 3700 STN Industrial Park Markham, ON L3R 9Z9 Right to Attend In light of the COVID-19 pandemic and to mitigate the risks to the health and safety of our community, shareholders and employees, Shaw will be holding its the Meeting in a virtual-only format. A virtual Meeting means that shareholders and proxyholders will participate by way of webcast accessed at www.virtualshareholdermeeting.com/shaw2021 and no physical or in-person Meeting will be held. Registered and non-registered shareholders and their duly appointed proxyholders will be able to attend and speak at the virtual Meeting. Registered and non-registered Class A shareholders who have appointed themselves as proxyholder can also vote via the live webcast by completing a ballot online during the virtual Meeting. Guests will be able to listen to the Meeting but will not be able to ask questions or vote. Instructions to Attend Online Meeting Š Log in online at: www.virtualshareholdermeeting.com/shaw2021. We recommend that you log in at least 15 minutes before the Meeting starts. Š Enter the 16-digit control number found on the form of proxy or voting instruction form into the Shareholder login section. Š If you are a proxyholder or an appointee, enter the exact “Appointee Name” and eight-character “Appointee Identification Number” provided by the shareholder who appointed you. Š If you are a guest, complete the “Guest” login information. If you participate in the virtual Meeting, it is important that you are connected to the internet at all times during the Meeting. It is your responsibility to ensure connectivity for the duration of the virtual Meeting. You should allow ample time to check into the virtual Meeting and complete the above procedure. For any technical difficulties experienced during the check-in process or during the meeting, please contact Broadridge at (800) 586-1548 (toll free in North America) or (303) 562-9288 (international) for assistance. If you have any questions regarding this notice or the Meeting, please contact Broadridge via email at [email protected] or, in the case of a non-registered shareholder, your nominee (bank, securities broker, trustee, trust company or other institution). 2 Shaw Communications Inc. Notice of Meeting Submitting Questions Following the Meeting, we will hold a live Q&A session