Acquisition of ViaWest, Inc.

Investor Conference Call

July 31, 2014

8am Mountain Time / 10am Eastern Time

US/CAN Toll Free: 800-505-9573

Int’l Toll: 416-204-9498

Passcode: 5018382

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Forward Looking Information Disclaimer

Statements in this presentation relating to the acquisition of

ViaWest, expected business and financial results, growth plans

for Shaw Business and ViaWest and Shaw’s dividend target

constitute “forward-looking statements” within the meaning of

applicable securities laws. These statements are based on

assumptions made by Shaw that it believes are appropriate in

the circumstances, including without limit, that regulatory

approval will be received and the other conditions to closing of

the transaction will be satisfied; for the operations and financial

outlook for Shaw and ViaWest and Shaw’s target dividend, a

stable pricing environment relative to current rates, no

significant market disruption or other significant changes in

economic conditions, competition or regulation that would have

a material impact, stable advertising demand and rates (for

Shaw) and a stable regulatory environment; for Shaw Business

and ViaWest, that the growth strategies can be executed

according to plan and will yield the expected results; and that

ViaWest will provide expected benefits to the Shaw Business

offering and for its customers in Western Canada. There is the

risk that one or more of these assumptions will not prove

accurate and this may affect closing of the transaction and/or

the business and economic expectations for Shaw. Undue

reliance should not be placed on any forward-looking

statements. Except as required by law, Shaw disclaims any

obligation to update any forward-looking statement.

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Today's Participants

Brad Shaw Chief Executive Officer

Steve Wilson Executive Vice President Corporate Development & Chief

Financial Officer

Jay Mehr Executive Vice President & Chief Operating Officer

John Piercy Senior Vice President, Business

Nancy Phillips Co-Founder, President & Chief Executive Officer

•

– One of the largest privately held colocation, cloud and managed services providers in

North America

– Headquartered in Denver, Colorado with 27 data centres in 8 key Western U.S. markets

– Enterprise value of US$1.2B

– Transaction remains subject to U.S. regulatory approval (expected close September

2014)

•

– North American data centre sector identified as a highly attractive opportunity

– ViaWest is regarded as a leader in the U.S.

•

– Benefit from strong data centre industry fundamentals

– Upside from ViaWest's significant growth prospects in the U.S.

– Leverage management expertise to accelerate Canadian data centre platform

Transaction Highlights

74%

26%

Colocation

Managed / Cloud

ViaWest Highlights •

– A community leader and attractive IT solutions partner

– Founded in 1999 with +350 employees

•

– Providing colocation, cloud and managed services

•

– Industry leading customer churn of ~0.8%, +1,300 customers

•

– Utilization of ~70% on square footage

•

– +15% revenue and EBITDA CAGR between 2010 and 2013

– Q2/14A Adj. PF LQA EBITDA of US$89M (1)

– ~70% of revenue from colocation

•

– Led by Co-Founder and CEO, Nancy Phillips

– Expanded from 5 facilities in 2 markets in 2005 to 27 data centres in 8 markets today

(1) EBITDA adjusted to include mid-quarter installations, backlog installable within 90 days and other normalization adjustments.

Compelling Strategic Rationale

Strong

Industry

Fundamentals

A Leading

Provider to Mid-

Market

Enterprises in

Western U.S.

Strong Financial

Performance

Significant

Growth Potential

• Significant growth in IP traffic, e-commerce transactions and regulatory requirements driving

heavy demand for data centre services into the foreseeable future

• Increasing IT outsourcing trend as businesses seek out security and reliability for their servers

in a more cost effective and convenient manner

• Big data driving increasing demand for real time storage

• High customer retention and loyal customer base

• A leading provider of colocation, cloud and managed services to mid-market enterprises in

Western U.S.

• Well positioned in attractive Tier II markets which have experienced lower rates of competition

• Strong relationships with +1,300 customers

• Proven capabilities and track record in colocation, cloud and managed services

• Avoid risk, cost and launch delay associated with organic build without an established platform

• Recurring revenue model with long-term take or pay contracts and industry leading customer

retention

• Strong EBITDA margins with attractive long-term free cash flow generation

• Industry leading revenue and EBITDA growth (+15% CAGR over the last 3 years)

• Significant opportunity in ViaWest's current local markets

• Significant expansion capacity within existing facilities (~70% utilization)

• Expanding product offering to meet compliance demands of customers and prospects

• Demonstrated ability to successfully expand into new markets

Compelling Strategic Rationale (cont'd)

Best-in-Class

Management

Team

Consistent

with Shaw's

Strategic Focus

Accelerate

Growth in

Canadian

Business

Platform

• ViaWest management team has significant experience regarding design and operating state-of-

the-art data centres

• Entrepreneurial culture and strong reputation of operational excellence

• Successful track record of growth in existing and new markets

• Deploying capital towards high growth opportunities

• Transaction is supportive of Shaw's return of capital objectives and creates an additional source

of stable recurring revenue with potential churn reduction synergies for Business customers

• Consistent with history of highly successful acquisitions (WIC, Cancom, CanWest, Envision, etc.)

• Leverages ViaWest's expertise to provide best-in-class colocation, cloud and managed services in

Western Canadian markets

– Significantly accelerates speed to market

– Ability to move up-market to better service Shaw medium and enterprise business

customers with a full suite of products and services

• Leverage current customer base already buying network services from Shaw

• Maximize return on existing fibre infrastructure and customer network operations centre

• Accelerates growth and diversifies Shaw Business revenue into attractive, complementary

products and geographies

State-of-the Art

Infrastructure

• State-of-the-art infrastructure with 27 data centres in 8 markets

• Currently maintainable and fault tolerant design

• 18 diverse mirrored operations centres

• 100% uptime guarantee / SLA

2,548 3,025 3,601

4,337 5,225

6,225

2013 2014 2015 2016 2017 2018

$8,337 $9,721

$11,199 $12,878

$14,797

2012 2013 2014 2015 2016

Strong Industry Fundamentals

•

•

– Exponential growth in IP Traffic

– Bandwidth-intensive applications

– Trend toward outsourcing IT and hosting

functions

– Increasing regulatory requirements

•

– Recurring revenues with contracted install

base

– Success-based capital investment

•

•

– Engineering excellence

– Track record of operations

– Required capital investment

North American Multi-Tenant

Data Centre Market Size (1)

(US$ millions)

North American

Business IP Traffic (2)

(Petabytes)

(1) As per 451 Research (Multi-Tenant Datacenter North American Providers 2013)

(2) As per Cisco Visual Networking Index dated June 10, 2014

ViaWest Operating Footprint

Portland

2 facilities

50k sq. ft.

Minneapolis

1 facility

43k sq. ft. Denver

5 facilities

196k sq. ft.

Dallas & Austin

8 facilities

140k sq. ft.

Salt Lake City

7 facilities

101k sq. ft.

Las Vegas

3 facilities

58k sq. ft.

Phoenix

1 facility

42k sq. ft.

1 data centre

1 market

2009 1999 2012 2014 2005

5 data centres

2 markets

16 data centres

5 markets

23 data centres

5 markets

27 data centres

8 markets

Well positioned in growing Western U.S. markets which have

experienced lower rates of competition

Note: Square footage represents built out square footage.

ViaWest Capabilities

Hybrid Infrastructure-as-a-Service Offering

• Expertise around a spectrum of IT infrastructure solutions allows ViaWest to provide

individualized services to support a diverse set of customer needs

Loyal, Diverse, High Quality Customer Base

• +1,300 customers

• Avg. contract length ~3.5 years

• +90% renewal rate of customer contracts

• ~60% of bookings from existing

customers

• Average tenure of 6+ years for top 20

customers

0%

25%

50%

75%

100%

Small and Medium Business (1-24 emp.)

Small Mid-Market (25-99 emp.)

Large Mid-Market (100-499 emp.)

Small Enterprise (500-1,999 emp.)

Large Enterprise (2,000+ emp.)

Target

Segments

ViaWest Customers by Company Size

Colocation Virtual & Dedicated

Private Cloud

Network

Services

Security

Services

Backup &

Recovery

Data

Management

Storage

Services

Disaster

Recovery

Compliance

Solutions

$44 $52

$58

$69

39% 39% 39% 41%

2010A 2011A 2012A 2013A

0.8% 0.9%

0.7%

0.9%

2010A 2011A 2012A 2013A

$111

$136 $148

$168

2010A 2011A 2012A 2013A

Financial Highlights

Over US$400M of total contracted revenue Realizing operating leverage as business scales

Consistent, industry-leading retention

Revenue (US$M) EBITDA (US$M) & Margin

MRR Churn (1)

Note: Based on year ended December 31. (1) Churn percentage reflects any reduction of monthly recurring revenue ("MRR") divided by the total MRR at the end of the month

in which the churn was experienced.

445 445

185340

630785

Built-Out Potential

Available

Utilized

Significant expansion capacity within existing facilities to

drive revenue and EBITDA growth

Raised Floor Space ('000s sq. ft.)

Shaw Business Strategy and History

Rebrands Big Pipe to

Shaw Business

Solutions and expands

to fibre optic data,

Internet and voice

services to the business

market

Shaw Communications

creates Big Pipe to service

mid-large business market

with large capacity fibre

optic data and Internet

services

SBS and SFB merge to become Shaw

Business, allowing for an increased focus

on the mid market where there is substantial

financial opportunity

Shaw Business focused on growing the

product suite to meet the needs of this mid

market including PRI, Hosted and Managed

voice, expanding our Ethernet product line

as well as attaining MEF certification

New structure ensures an all encompassing

channel strategy: Small-Medium Business,

Enterprise, Wholesale and Channel Partners

Shaw Communications

launches Shaw For

Business to focus on

coaxial Internet, voice and

TV services for small-

medium businesses

Shaw Business

acquires ENMAX

Envision Inc. adding

500+ fibre fed buildings

in the Calgary market

Begins construction on

the first Shaw Business

data centre anticipated

to open spring 2015 in

Calgary

March

2008

July

2000

November

2010

April

2013

October

2006

June

2014

September

2014

Acquisition of ViaWest

brings immediate scale

and expertise to Shaw

as it enters the fast-

growing data centre

segment

Creates Significant Platform for Growth

Powerful Platform for Future Growth

• Leading broadband provider in

Western Canada

• Extensive North American fibre

network

• Dense fibre and coax plant in key

metro markets

• Direct sales force and channel

partner programming

• Customers include 46 of the top

100 businesses in Calgary

• Established relationships in oil &

gas, transportation and MUSH

sectors

• Strong demand for data centre

services among customers

• Currently building a data centre

in Calgary market

• Double digit revenue and

EBITDA growth

• A leading IaaS provider in key

Western U.S. markets

• Comprehensive suite of world

class data centres and services

• Trusted operator with local

presence / experience

• Loyal, diverse, high quality

customer base

• Significant expansion capacity in

existing footprint

• Double digit revenue and

EBITDA growth

• Track record of entering new

markets

• Best-in-class management team

with significant expertise in data

centre design / operation

• A leading U.S. data centre

platform with significant growth

potential

− Compelling industry

fundamentals

− Significant upside within

existing platform

− Geographic and product line

growth opportunities

• Accelerated growth in Canadian

business platform

− Leverage ViaWest

management IaaS expertise

− Provide advanced services

capabilities

− Cross-sell into existing

customer base

− Maximize return on existing

fibre infrastructure

Positioned for the Future

Financial Strength & Flexibility

FCF Generation Supports Return of Capital

Consumer Media Business

• Broadband advantage to

deliver a differentiated and

superior experience

• Continued network

investment

• WiFi helps improve

retention, reinforces value

proposition of Broadband &

compliments TV

Everywhere strategy

• Delivering best-in-class

customer experiences

• Growth opportunity

• Innovative products & services (i.e.

hosted PBX, Shaw Go WiFi for

business) to differentiate business

• Extensive fibre & coax footprint to

provide reliable IP connectivity

• ViaWest allows Shaw Business

to capitalize on data centre

opportunity and provide a

differentiated and full suite of

business services to existing

and new customers

• Compelling content

• Benefits of vertical

integration

• TV Everywhere to deliver

innovation, choice and value

+$650M FY14 free cash flow 5% -10%

target FY15

dividend increase 2.3x net debt /

LTM EBITDA (1)

(1) Pro forma for ViaWest acquisition. Assumes 50% debt treatment for preferred shares. Calculation excludes subsidiary net debt of

~US$370M.

•

•

– Consistent with strategy of focusing on

enterprise services

– Follows Shaw's acquisition of ENMAX

Envision in April 2013

Pro Forma Operational Structure

Consumer Media Business

Canada

- Data, video, voice and

broadband services

- Tracking & broadcast

- Colocation, cloud and

managed services

•

– Shared entrepreneurial culture

– Significant expertise in data centre design, build and management

•

– ViaWest has sufficient scale and operating cash flow to continue its organic growth

trajectory

Key Transaction Terms

Transaction Value • US$1.2B, including US$370M of net debt as of June 30, 2014

Transaction Multiple

• ~13x Q2/14A LQA Adjusted PF EBITDA of US$89M (1)

• Compares favourably to recent acquisition multiples and publicly traded

comparable companies

Transaction

Financing

• Equity consideration of ~US$830M funded through cash on hand of $500M

and Shaw's existing credit facility ($1B, currently undrawn)

• As part of the transaction, ViaWest existing debt will be assumed

• Pro forma leverage of 2.3x LTM EBITDA (2) with rapid delevering profile

• Structured to maintain strong balance sheet flexibility, including investment

grade credit rating

Financial Impact • No material impact to Shaw free cash flow

• Reconfirming disclosed target dividend increase of 5% - 10% in FY2015

Closing Conditions • Hart-Scott-Rodino approval and customary closing conditions

Anticipated Closing • September 2014

(1) EBITDA adjusted to include mid-quarter installations, backlog installable within 90 days and other normalization adjustments. (2) Pro forma for ViaWest acquisition. Assumes 50% debt treatment for preferred shares. Calculation excludes subsidiary net debt of

~US$370M.

Summary

Unique opportunity to establish market leadership in high growth data centre segment

Highly attractive industry dynamics

Strong track record of growth and market expansion in U.S. business

Consistent with Shaw Business enterprise strategy and evolution

Opportunity to leverage management expertise to accelerate growth in

Canadian data centre platform

Best-in-class management team

Maintains Shaw's strong financial position and return of capital objectives

Acquisition brings immediate scale and expertise to Shaw as it enters the fast-growing data

centre segment allowing us to offer best in class services to customers

Thank you.

Questions

Please contact investor.relations@sjrb.ca

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