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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
 
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of December, 2003

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-        .

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NOTICE AND
PROXY INFORMATION CIRCULAR

ANNUAL GENERAL AND SPECIAL MEETING OF
SHAREHOLDERS OF
SHAW COMMUNICATIONS INC.

TO BE HELD ON
WEDNESDAY, JANUARY 21, 2004

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SHAW COMMUNICATIONS INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

The annual general and special meeting of shareholders of Shaw Communications Inc. (the “Corporation”) will be held as follows:

for the following purposes:

Holders of Class A Shares of record at the close of business on December 18, 2003 are the only shareholders entitled to notice of, and to vote at, the meeting. Holders of Class B Non-Voting Shares are entitled to attend and speak at the meeting, but are not entitled to vote on any matter proposed for consideration.

If you cannot attend the meeting in person, you are encouraged to complete the accompanying proxy and to return it in the enclosed envelope to CIBC Mellon Trust Company, 600 The Dome Tower, 333 — 7th Avenue S.W., Calgary, Alberta, T2P 2Z1 (mailing address: P.O. Box 2517, Calgary, Alberta, T2P 4P4), to be received not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the meeting or an adjournment thereof, but prior to the use of the proxy at the meeting or an adjournment thereof.

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SHAW COMMUNICATIONS INC.
PROXY CIRCULAR

The information contained in this proxy circular is provided in connection with the solicitation of proxies by and on behalf of management of Shaw Communications Inc. (the “Corporation”) for use at the annual general and special meeting (the “Meeting”) of shareholders of the Corporation to be held on January 21, 2004, and any adjournments thereof, as set forth in the attached Notice of Meeting.

Unless otherwise noted, the information contained in this proxy circular is given as of December 12, 2003. All sums are expressed in Canadian dollars, unless otherwise noted.

BUSINESS OF THE MEETING

ELECTION OF DIRECTORS

The nominees proposed for election as directors of the Corporation are listed below. Directors will hold office until the next annual meeting or until their successors are elected or appointed. Management of the Corporation recommends voting in favour of each nominee.

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Notes:

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All of the directors of the Corporation, other than JR Shaw, Bradley S. Shaw and Jim Shaw, are independent and unrelated to the Corporation and its affiliates. The Board has established four standing committees: Executive, Audit, Corporate Governance and Human Resources. For a listing of the members of each committee of the Board, see the notes to the table under the heading “Business of the Meeting — Election of Directors”. For information about such committees and the Corporation’s system and approach with respect to corporate governance, see “Statement of Corporate Governance”.

Meetings Held and Attendance of Directors

The following tables summarize the meetings of the Board of Directors (the “Board”) of the Corporation and its committees held during the fiscal year ended August 31, 2003, and the attendance of individual directors of the Corporation at such meetings.

Notes:

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Following each meeting, the Board and its committees conduct “in camera” sessions, at which no management directors or members of management (other than the Executive Chair, in the case of the Board) are present.

APPOINTMENT AND REMUNERATION OF AUDITORS

The firm of Ernst & Young LLP, Chartered Accountants, the present auditors of the Corporation, has been nominated to serve as auditors of the Corporation to hold office until the next annual general meeting of shareholders of the Corporation. The Audit Committee has recommended to the Board and to shareholders the nomination of Ernst & Young LLP as the Corporation’s auditors.

Audit Fees

The aggregate amount paid or accrued by the Corporation with respect to fees payable to Ernst & Young LLP for audit, audit-related (including separate audits of subsidiary entities, financings and regulatory reporting requirements), tax and other services in the fiscal years ended August 31, 2003 and 2002 were as follows:

Fees paid for audit-related services in fiscal 2003 were primarily in respect of the Corporation’s business divestiture activities. The tax fees paid in fiscal 2002 and 2003 were related to tax compliance and tax consultation on scientific research, exploration and development tax credits, commodity taxes and linear property taxes. The fees reflected for other non-audit services for fiscal 2002 related to miscellaneous services that constituted a minor portion (approximately 1%) of the total fees paid by the Corporation to Ernst & Young LLP for the year.

The Audit Committee of the Corporation considered and agreed that the above fees are compatible with maintaining the independence of the Corporation’s auditors. Further, the Audit Committee determined that, in order to ensure the continued independence of the auditors, only very limited non-audit related services will be provided to the Corporation by Ernst & Young LLP and in such case, only with the prior approval of the Audit Committee. The Chair of the Audit Committee has been delegated authority to approve the retainer of Ernst & Young LLP to provide non-audit services in extraordinary circumstances where it is not feasible or practical to convene a meeting of the Audit Committee, subject to an aggregate limit of $100,000 in fees payable to Ernst & Young LLP for such services per fiscal year of the Corporation.

AMENDMENT OF ARTICLES OF THE CORPORATION

The Corporation has received a request from its controlling shareholder, JR Shaw, to place before the shareholders for their consideration at the Meeting a special resolution (the “Special Resolution”) to amend and restate the articles of the Corporation to limit the number of authorized Class A Shares. The text of the Special Resolution authorizing this amendment is attached to this proxy circular as Exhibit A.

JR Shaw has advised the Corporation that he has requested that the Special Resolution be presented to the shareholders so that the holders of Class A Shares will, in the future, have the right to consent to the issue by the Corporation of any additional Class A Shares.

The Board has considered JR Shaw’s request. In view of the fact that JR Shaw has the right to requisition a meeting of shareholders (to be called and held at the expense of the Corporation) for the purpose of considering the approval of the Special Resolution, the Board has accepted JR Shaw’s request and thus has placed the Special Resolution before the shareholders of the Corporation. The Board has determined that, as the Special Resolution is intended to ensure that no Class A Shares are issued in the future without the prior approval of the holders of the then outstanding Class A shares,

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such matter properly should be left to the determination of the holders of Class A Shares. Accordingly, the Meeting has been called, in part, to consider, and if thought advisable, to pass the Special Resolution.

The effect of the Special Resolution is, first, to authorize the amendment of the articles of the Corporation to limit the number of authorized Class A Shares to the lesser of that number of such shares (i) currently issued and outstanding and (ii) that may be outstanding after any conversions of Class A Shares into Class B Non-Voting Shares (subject to certain conversion rights as described herein under the heading “Proxy Information — Restricted Shares”). The consequent effect of such amendment would be to require the consent of two thirds of the holders of Class A Shares to the issuance of further Class A Shares, so that thereafter no additional Class A Shares may be issued without the consent of two thirds of the then existing holders of Class A Shares. The articles are also being amended to reflect certain minor amendments implemented for “housekeeping” purposes, as set forth in Exhibit B to this proxy circular.

There is currently an unlimited number of Class A Shares authorized, of which 11,359,932 Class A Shares were issued and outstanding as of December 1, 2003. Assuming that the number of Class A Shares does not change as a result of the conversion of such shares, pursuant to their terms and conditions, into Class B Non-Voting Shares, any further issuance of Class A Shares will require the consent of holders of no less than 7,573,288 of the existing Class A Shares.

To be effective, the Special Resolution must be passed by a majority of not less than two thirds of the votes cast at the Meeting by the holders of the Class A Shares. To give effect to the Special Resolution and the amendment to the articles proposed thereby, the Registrar of Corporations under the Business Corporations Act (Alberta) must accept articles of amendment for filing.

Interest of Certain Persons in the Special Resolution

As disclosed above under the heading “Voting Shares and Principal Holders Thereof”, JR Shaw beneficially owns, directly or indirectly, or exercises control or direction over, 8,846,004 Class A Shares, representing approximately 77.87% of the issued and outstanding Class A Shares. Certain of such Class A Shares are held by corporations owned or controlled by JR Shaw, but are beneficially owned by Bradley S. Shaw and Jim Shaw. As each of JR Shaw, Bradley S. Shaw and Jim Shaw is nominated for election as a director of the Corporation at the Meeting, each of them has an interest, as described above, in the Special Resolution to amend the articles of the Corporation.

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PROXY INFORMATION

SOLICITATION OF PROXIES

This is a management proxy circular and proxies are hereby solicited by or on behalf of the management of the Corporation for use at the Meeting or any adjournments thereof. It is expected that the solicitation will primarily be by mail, but may also be made by telephone or other means of telecommunication by directors, officers or employees of the Corporation. The cost of the solicitation will be borne by the Corporation.

APPOINTMENT OF PROXYHOLDERS AND REVOCATION OF PROXIES

Each person named in the enclosed form of proxy is a director and officer of the Corporation. A shareholder who wishes to appoint some other person to represent him or her at the Meeting may do so either by inserting the name of that person, who need not be a shareholder, in the space provided in the form of proxy and striking out the names of the specified persons, or by completing another form of proxy. In either case, the shareholder must deliver or send the completed form of proxy to CIBC Mellon Trust Company, 600 The Dome Tower, 333 — 7th Avenue S.W., Calgary, Alberta, T2P 2Z1 (mailing address: P.O. Box 2517, Calgary, Alberta, T2P 4P4), so that it will be received not later than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or an adjournment thereof, but prior to the use of the proxy at the Meeting or an adjournment thereof.

A shareholder who has given a proxy may revoke it, in any manner permitted by law, including by signing a proxy bearing a later date or a notice of revocation and, in either case, delivering it to the Corporation’s registered office up to the day before the Meeting or to the Chair of the Meeting on the day of the Meeting.

EXERCISE OF DISCRETION BY PROXYHOLDERS

Where a choice is specified, the persons named in the enclosed form of proxy will vote the shares in respect of which they are appointed in accordance with the directions contained therein. In the absence of such directions, it is intended that such shares will be voted for the adoption of all resolutions referred to in the Notice of Meeting.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this proxy circular, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting. If any such amendment, variation or other matter which is not now known should properly come before the Meeting, then the persons named in the form of proxy will vote on such matters in accordance with their best judgement with respect to the shares represented by such proxy.

VOTING OF CLASS A SHARES — ADVICE TO BENEFICIAL HOLDERS

The information set forth in this section is of significant importance to shareholders who hold Class A Shares through brokers and their nominees and not in their own name. Shareholders who do not hold their Class A Shares in their own name (referred to in this proxy circular as “Beneficial Shareholders”) should note that only proxies deposited by shareholders whose names appear on the records of the Corporation as the registered holders of the Class A Shares can be recognized and acted upon at the Meeting. If Class A Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those shares will not be registered under the name of the shareholder on the records of the Corporation. Such shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. Shares held by brokers or their nominees can only be voted for, or withheld from voting, or voted against any resolution upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers and nominees are prohibited from voting shares for their clients.

Applicable regulatory policy requires intermediaries and brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every intermediary and broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Class A Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the form of the proxy provided to registered shareholders; however, its purpose is limited to instructing the registered shareholder how to vote on behalf of the Beneficial Shareholder. A Beneficial Shareholder receiving a

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proxy from an intermediary cannot use that proxy to vote shares directly at the Meeting; rather the proxy must be returned to the intermediary well in advance of the Meeting in order to have the shares voted.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Only the holders of Class A Shares of record at the close of business on December 18, 2003, the record date fixed by the directors of the Corporation, will be entitled to vote on all matters at the Meeting. Each holder of Class A Shares is entitled to one vote for each such share held. As at November 30, 2003, there were 11,359,932 Class A Shares and 219,403,092 Class B Non-Voting Shares outstanding.

The only person who, to the knowledge of the directors and senior officers of the Corporation, beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the Class A Shares is JR Shaw who beneficially owns, controls or directs 8,846,004 Class A Shares, representing approximately 77.87% of the issued and outstanding Class A Shares. JR Shaw, members of his family and corporations owned or controlled by them have entered into a Voting Trust Agreement relating to all Class A Shares they own, control or direct. The voting rights with respect to such shares are exercised by the representative of a committee of three trustees. The Corporation has been advised that the representative of the trustees will vote for the adoption of all the resolutions referred to in the Notice of the Meeting.

RESTRICTED SHARES

Holders of Class B Non-Voting Shares are not entitled to vote at meetings of shareholders of the Corporation except as provided by law and will not be entitled to vote on any matter at the Meeting. In certain circumstances, if a take-over bid is made for the Class A Shares, a holder of Class B Non-Voting Shares may, at his or her option, convert any or all Class B Non-Voting Shares then held by such holder into Class A Shares on the basis of one Class A Share for each Class B Non-Voting Share so converted during a specified period of time. Under the Corporation’s articles, the Corporation is required to give notice of the occurrence of an event entitling the holders of Class B Non-Voting Shares to exercise such conversion right not later than 14 days prior to the expiry of the period relating to such event.

EXECUTIVE COMPENSATION AND RELATED MATTERS

The following information is provided pursuant to the requirements of securities laws of certain provinces of Canada.

STATEMENT OF EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth compensation earned during the last three financial years of the Corporation by the Corporation’s Executive Chair and its other four most highly compensated executive officers (“Named Executive Officers”) who served as executive officers as at August 31, 2003.

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Notes:

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Fiscal 2003 Bonus Plan

The Corporation adopted a bonus plan for senior management and other employees for fiscal 2003. The plan established a bonus pool, based upon aggregate base compensation figures of eligible employees, of approximately $15.2 million. Bonuses were based upon the Corporation’s success in achieving its free cash flow objectives in fiscal 2003. As the Corporation exceeded its free cash flow objectives for the year, bonuses were paid to a group of approximately 100 employees of the Corporation in the aggregate amount of approximately $13.5 million.

Stock Option Plan

The stock option plan of the Corporation provides that options may be granted to such directors, officers, employees and consultants of the Corporation and for such number of Class B Non-Voting Shares as the Board, or a committee thereof, determines in its discretion, at an exercise price equal to the closing price of the Class B Non-Voting Shares on the Toronto Stock Exchange (“TSX”) on the trading day immediately preceding the date on which the option is granted. Unless otherwise determined by the Board, options are not immediately exercisable, but rather, 25% of the original grant is exercisable on each of the first, second, third and fourth anniversary dates of the date of grant. Options granted under the stock option plan, subject to limited exceptions, must be exercised while the optionee remains as a director, officer, employee or consultant of the Corporation. The options are not transferable or assignable.

Aggregated Option Exercises During the Most Recently Completed Financial Year and Financial Year-End Option Values

The following table sets forth details of stock options held or exercised by each Named Executive Officer during the most recently completed financial year and the value of such options based on the difference between the market value of $17.14 per Class B Non-Voting Share as at August 29, 2003 and the exercise price of the options.

Note:

None of the options granted to Named Executive Officers were exercised as of the date of this proxy circular.

Employee Share Purchase Plan

An employee share purchase plan (the “ESPP”) was introduced in 1998 to provide employees of the Corporation with an incentive to increase the profitability of the Corporation and a means to participate in that increased profitability.

Generally, all non-unionized full time or part time employees of the Corporation and certain of its subsidiaries are eligible to enrol in the ESPP. Officers of the Corporation, including the Named Executive Officers, are entitled to participate in the ESPP on the same basis as all other employees of the Corporation.

Under the ESPP, each employee contributes, through payroll deductions, a minimum of $25.00 per semi-monthly pay period or $50.00 per monthly pay period to a maximum of 5% of the participant’s monthly basic compensation. The Corporation contributes an amount equal to 25% of the participant’s contributions for that month. CIBC Mellon Trust Company, as trustee under the ESPP, or its nominee acquires Class B Non-Voting Shares for the benefit of participants

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through the facilities of the TSX using monies contributed to the ESPP. A participant may withdraw up to 100% of the shares vested in his or her account up to twice in any 12 month period.

As at August 31, 2003, approximately 26% of eligible employees of the Corporation purchased Class B Non Voting Shares under the ESPP. Currently, an aggregate of approximately 417,000 Class B Non-Voting Shares are held under the ESPP.

COMPOSITION OF THE COMPENSATION COMMITTEE

The Human Resources Committee is comprised of three outside and unrelated directors, JC Sparkman (Chair), Jeffrey Royer and Willard H. Yuill. The Human Resources Committee has the responsibility of annually setting and approving the compensation package for the Executive Chair and for annually reviewing and approving the compensation packages for senior management of the Corporation. The Human Resources Committee also reviews and approves changes to the Corporation’s compensation policies in respect of matters such as pension plans, employee benefit plans and the structure and granting of stock options. Further, the Human Resources Committee approves the lateral appointment of senior management recruited from outside the Corporation as well as the promotion of senior management within the Corporation.

REPORT ON EXECUTIVE COMPENSATION

Salaries and Bonuses

Analysts and others have continually stressed that the Corporation boasts one of the best management teams in the cable industry in North America. Therefore, others often seek to entice senior management of the Corporation to work for competitors or others in the communications industry, as far afield as the United States and elsewhere. For this reason, the Human Resources Committee of the Corporation has, in conjunction with outside experts, established a compensation policy intended to reward executives for individual achievement, provide incentives for future performance, align management’s goals with those of the shareholders of the Corporation, and retain key management personnel.

The Human Resources Committee is satisfied that the above objectives are being met and that the compensation levels for executives in the Corporation are commensurate with those of others in the industry in North America.

The Corporation established a bonus plan for fiscal 2003 that was tied to the performance of the Corporation in meeting its free cash flow targets. Under such plan, if the Corporation met its free cash flow target of $105 million for the fiscal year ending August 31, 2003, as previously disclosed, a bonus pool of approximately $15.2 million was available for distribution to employees of the Corporation. As the Corporation achieved and exceeded its free cash flow objectives, the bonus monies were paid out. See “Statement of Executive Compensation — Fiscal 2003 Bonus Plan” for further details of this plan.

The fiscal 2003 bonus plan was in keeping with similar plans adopted by the Corporation from time to time that rewarded employees for the success of the Corporation in attaining performance targets. Most notable in this regard was the At Home Incentive Plan, which rewarded employees for reaching certain penetration targets for the Corporation’s High-Speed Internet service (known at that time as Shaw@Home). The Human Resources Committee believes that the At Home Incentive Plan ensured the alignment of the Corporation’s goals with those of the employees and assisted in the success of the Corporation in attaining one of the highest penetration levels for Internet subscribers in North America. Based on this experience, the Human Resources Committee structured the fiscal 2003 bonus plan in an equivalent manner.

The compensation package of the Chief Executive Officer (the “CEO”) of the Corporation is similarly determined. Since the current CEO took office in December, 1998, the market capitalization of the Corporation has increased from approximately $2.2 billion to approximately $3.8 billion as at August 31, 2003. This market valuation excludes the shareholder value generated through the spin off of the Corporation’s programming division to create Corus Entertainment Inc. in September, 1999. During this same period, revenues increased approximately 233% and operating income increased approximately 205%. The CEO’s salary has increased only modestly throughout this period. The bonuses paid to the CEO during this period were intended to reward the CEO in the same fashion through the same bonus plans in which all other senior officers of the Corporation participated.

Finally, with respect to the Executive Chair of the Corporation, the Corporation, upon recommendation of the Human Resources Committee, entered into an agreement with the Executive Chair in 1997 in recognition of the contribution by JR Shaw as founder of the Corporation and in recognition of his leadership and stewardship of the Corporation over the

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last 36 years. The Executive Chair’s bonus remains governed by the terms and conditions of such agreement. For fiscal 2003, the Human Resources Committee determined that the Executive Chair’s bonus should be fixed at the amount of the bonus paid to him for fiscal 2002. The Human Resources Committee is to review the bonus granted to the Executive Chair annually.

Pension Plans

The Corporation provides all eligible employees with a defined contribution pension plan (also known as a money purchase plan). Under this plan, the Corporation makes annual contributions up to a maximum of 5% of each employee’s annual salary to a maximum contribution of $15,500 in Canada. Funds are accumulated under the employee’s name and used on retirement to purchase one of several types of annuity at the option of the employee. Contributions on behalf of the Named Executive Officers are included in “All Other Compensation” in the Summary Compensation Table under the heading “Statement of Executive Compensation”. As a defined contribution plan, this pension plan of the Corporation is fully funded and is not subject to surpluses or deficiencies.

Effective September 1, 2002, the Corporation established a Supplemental Executive Retirement Plan (“SERP”) for its most senior officers (including four of the five Named Executive Officers). The SERP is a non-contributory defined benefit pension plan which is unfunded and not guaranteed by the Corporation, unless there is a change of control of, or merger involving, the Corporation, in which event the SERP becomes fully vested and fully funded immediately.

Pension payments under the SERP are based upon SERP eligible earnings (base salary plus annual cash bonus) and service time as a senior officer of the Corporation, as set forth in the table below. The SERP provides for payments equal to 5% of SERP eligible earnings for each of the first ten years that an executive is in a SERP eligible position and 1.5% for each SERP eligible year thereafter. The maximum annual pension that an officer may earn under the SERP is 70% of average SERP pensionable earnings.

An officer of the Corporation must be in a SERP-eligible position for 5 years to qualify to receive a pension. Officers who retire at age 60 or later will receive a full pension as will those officers who retire after age 55 with 10 years of SERP-eligible service. Officers between the ages 55 and 60 with less than 10 years of SERP-eligible service and officers between the ages 50 and 55 with 15 years of SERP-eligible service are eligible to retire with a discounted pension.

SERP Payment Table

Notes:

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Notes:

Employment Contracts

On November 18, 1997, the Corporation entered into an agreement with its Executive Chair, JR Shaw, which provides for, amongst other things, an annual incentive bonus. The agreement is in recognition of JR Shaw’s long term, pivotal role in founding and building the Corporation and the ongoing strategic stewardship role that he continues to provide to the Corporation. The agreement provides for an incentive bonus that is paid to JR Shaw annually, provided the Corporation reaches its financial targets. The agreement also specifies that the amount of the annual bonus is to be between 0.5% and 1.0% of the operating income before amortization of the Corporation for the year in which the bonus is to be paid. As the Corporation met its financial targets for fiscal 2003, a bonus in the amount of $6,326,730 was paid for the year. This bonus represents approximately 0.77% of operating income before amortization for fiscal 2003 and is equal to the amount paid under the agreement for fiscal 2002.

Effective October 17, 2002, the Corporation entered into a retention agreement with its Chief Financial Officer, Ronald D. Rogers, in recognition of his service and contributions to the Corporation. Among other things, the agreement provides for the payment of an annual salary not less than the Chief Financial Officer’s current salary of $450,000 and for participation by the Chief Financial Officer in the Corporation’s SERP. The agreement also provides for the payment of retention bonuses to the Chief Financial Officer, in lieu of any other bonuses, in the amount of $1,000,000 payable on August 31, 2003 and $500,000 payable at the end of every quarter thereafter until August 31, 2004, provided that the Chief Financial Officer remains employed as of each of such dates. Pursuant to this agreement, the Corporation paid a retention bonus in the amount of $1,000,000 to Mr. Rogers for the fiscal year ended August 31, 2003. As of the date of this proxy circular, the Corporation has paid a further $1,000,000 to Mr. Rogers, representing the retention bonuses payable for the first two quarters of fiscal 2004 in accordance with the retention agreement.

No other Named Executive Officer has an employment contract with the Corporation.

Submitted on behalf of the Human Resources Committee:

JC Sparkman, Chair
Jeffrey Royer
Willard H. Yuill

COMPENSATION OF DIRECTORS

Directors of the Corporation are currently remunerated for their services as directors as follows:

Unless otherwise noted, the above fees are payable in Canadian dollars for directors resident in Canada and in U.S. dollars for all other directors. The Corporation also reimburses directors for out-of-pocket expenses incurred in attending Board and Committee meetings.

Each director (other than management directors) is also granted options to acquire 10,000 Class B Non-Voting Shares at exercise prices ranging from $17.37 to $34.70 pursuant to the terms and conditions of the stock option plan of the Corporation. See “Statement of Executive Compensation — Stock Option Plan”.

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DDSU Plan/Share Ownership Guideline

The Corporation has adopted a Directors’ Deferred Share Unit Plan (“DDSU Plan”) for non-management directors. Effective January 1, 2004, directors may elect under the DDSU Plan to receive 25%, 50%, 75% or 100% of their annual director compensation in the form of deferred share units (“DSUs”). The number of DSUs to be credited to a director’s account on each payment date is equal to the number of Class B Non-Voting Shares that could have been purchased on the payment date with the amount of compensation allocated to the DDSU Plan. On each dividend payment date for the Class B Non-Voting Shares, an additional number of DSUs is credited to a director’s DSU account, equivalent to the number of Class B Non-Voting Shares that could have been acquired on that date by notional dividend reinvestment. DSUs will be paid out in cash when the director ceases to hold office as a director or on a date elected by the director during the year following cessation of directorship. The payout will be calculated by multiplying the number of DSUs by the then market value of a Class B Non-Voting Share.

During fiscal 2003, the Corporation also established share ownership guidelines for non-management directors. The guideline level of share ownership (including DSUs) is Class B Non-Voting Shares with a market value of at least $250,000, to be held by each non-management director within five years of the later of the effective date of the DDSU Plan and the date on which the director was first elected or appointed to the Board.

TOTAL DIRECTORS’ AND OFFICERS’ REMUNERATION

Particulars of the remuneration paid by the Corporation and its subsidiaries to directors of the Corporation and its 31 executive officers (including the Named Executive Officers) for the year ended August 31, 2003 are as follows:

INDEBTEDNESS OF DIRECTORS AND OFFICERS

Certain officers and employees of the Corporation are currently indebted to the Corporation. The loans granted by the Corporation to such officers and employees either do not bear interest or bear interest at the Canada Customs and Revenue Agency prescribed rate of interest for loans to employees. The Corporation has obtained security for such indebtedness. The aggregate amount of such indebtedness as at the date hereof was $7,298,952. Except for routine indebtedness, no other director or officer of the Corporation is or has been indebted to the Corporation.

In compliance with the Sarbanes-Oxley Act of 2002, the Corporation has not granted loans to any director or officer of the Corporation since July 29, 2002.

Table of Indebtedness of Directors, Executive Officers and Senior Officers

Note:

PERFORMANCE GRAPH

The following graph compares the cumulative return of the Class B Non-Voting Shares with the Standard & Poor’s/TSX Composite Index and the TSX Cable and Entertainment Index for the period commencing on August 31, 1998 and ending on August 31, 2003.

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Relative Total Return Performance
Shaw Communications Inc. vs. S&P/TSX Composite vs. TSX Cable &
Entertainment Index
August 31, 1998 to August 31, 2003

OTHER INFORMATION

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as disclosed herein, management of the Corporation is unaware of any material interest of any director or officer of the Corporation, of any management nominee for election as a director of the Corporation or of any person who beneficially owns or exercises control or direction over shares carrying more than 10% of the voting rights attached to all shares of the Corporation, or any associate or affiliate of any such person, in any transaction since the beginning of the last completed financial year of the Corporation or in any proposed transaction that has materially affected or would materially affect the Corporation or any of its subsidiaries.

NORMAL COURSE ISSUER BID

On November 5, 2003, the Corporation announced its intention to make a normal course issuer bid which commenced on November 7, 2003. Pursuant to the normal course issuer bid, the Corporation is authorized to acquire up to 11,000,000 Class B Non-Voting Shares, being approximately 5.0% of the issued and outstanding Class B Non-Voting Shares, until the expiry of the bid on November 6, 2004.

The Corporation commenced the normal course issuer bid because of its belief that its Class B Non-Voting Shares are undervalued and that therefore, the purchase and cancellation of Class B Non-Voting Shares may represent an opportunity to provide capital appreciation and market stability for the benefit of shareholders. As of the date hereof, the Corporation has purchased and cancelled 1,913,600 Class B Non-Voting Shares pursuant to the normal course issuer bid.

Purchases will be effected through the facilities of the TSX, in accordance with its by-laws and rules, and the price that the Corporation will pay for any Class B Non-Voting Shares acquired by it will be the market price of such shares at the time of acquisition.

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Copies of the Notice of Intention to Make a Normal Course Issuer Bid filed by the Corporation with the TSX may be obtained, without charge, by contacting the Corporate Secretary of the Corporation at: Suite 900, 630 — 3rd Avenue S.W., Calgary, Alberta, T2P 4L4, Telephone (403) 750-4500.

STATEMENT OF CORPORATE GOVERNANCE

The Board and management of the Corporation recognize that effective corporate governance is central to the prudent direction and operation of the Corporation in a manner that ultimately enhances shareholder value. The following discussion outlines the Corporation’s system of corporate governance, including with respect to various matters addressed by the guidelines (the “TSX Guidelines”) adopted by the TSX and the corporate governance rules recently adopted by the New York Stock Exchange.

The corporate governance practices and policies of the Corporation have been developed under the general stewardship of the Corporate Governance Committee of the Board. The Corporate Governance Committee believes that the corporate governance practices of the Corporation are appropriate for a company such as the Corporation. As a result of proposed amendments to the TSX Guidelines and other changes in applicable laws and policies, including the Sarbanes-Oxley Act of 2002, the Corporate Governance Committee is continuously reviewing the corporate governance practices and policies of the Corporation to ensure that the Corporation complies with all applicable requirements. In this regard, the Corporate Governance Committee has developed and implemented, and continues to develop, implement and refine, formal policies and procedures that reflect the Corporation’s commitment to exemplary corporate governance.

For example, in response to the passage of the Sarbanes-Oxley Act of 2002 in the United States and similar corporate governance initiatives of other securities regulatory authorities, the Corporation, during fiscal 2003, adopted a formal code of conduct applicable to all employees, officers and directors of the Corporation, including senior financial officers; adopted written mandates or charters for the Board and each committee of the Board; and reviewed and formalized its processes with respect to disclosure controls and procedures, related party transactions, and other matters covered by such legislation. Certain of these initiatives are discussed in greater detail below.

BOARD MANDATE AND COMPOSITION

The Board has responsibility for supervising and overseeing the management of the business of the Corporation. As part of its stewardship of the Company, and in addition to the obligations of the Board mandated by law, the Board has specific responsibility for the selection and monitoring of management, including the CEO; management succession planning; the identification and management of the principal risks associated with the Corporation’s business; strategic planning; and the implementation and assessment of internal controls, disclosure controls and other systems and procedures consistent with applicable laws and good corporate practice. These duties and obligations, among others, are set forth in a written Board mandate that has been adopted and is reviewed on an on-going basis by the Board.

The Board is currently composed of 15 directors, 12 of whom are outside and unrelated directors. For further information in this regard, see the table under the heading “Statement of Corporate Governance — Compliance with TSX Guidelines and Related Requirements”.

COMMITTEES OF THE BOARD

Subject to applicable law, the Board may delegate its powers, duties and responsibilities to committees of the Board. In this regard, the Board has established four standing committees: Executive, Audit, Corporate Governance and Human Resources. The membership and mandate of each committee is set forth below. For information about the attendance of members at meetings of the committees, see “Business of the Meeting — Election of Directors — Meetings Held and Attendance of Directors”.

Executive Committee

The Executive Committee of the Board exercises the powers of the Board in respect of the management and direction of the business and affairs of the Corporation in circumstances where the full Board is not in session or cannot reasonably be called in session, particularly with respect to preliminary consideration and approval of matters of significance. The Executive Committee also carries out all matters that may be specifically and lawfully delegated to it by the Board. Matters reviewed and approved by the Executive Committee are referred back to the full Board for ratification, confirmation and approval at the next meeting of the Board.

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The Executive Committee consists of JR Shaw (Chair), George F. Galbraith, Donald F. Mazankowski, Ronald V. Joyce and Jeffrey Royer. Other than JR Shaw, each member of the Executive Committee is an outside and unrelated director.

Audit Committee

The Audit Committee of the Board is responsible for overseeing the integrity of the Corporation’s financial reporting process. In this regard, the primary duties of the Audit Committee involve reviewing the Corporation’s annual and interim financial statements; monitoring the Corporation’s financial reporting process and internal and disclosure control systems; and overseeing the audits conducted by the Corporation’s external auditors.

The Audit Committee is also responsible for overseeing the integrity of the Corporation’s internal audit procedures and risk management, and the reporting procedures with respect thereto; evaluating the qualifications and performance of the Corporation’s external auditors and implementing practices to preserve their independence; reviewing the engagements to be provided by the external auditors; and reviewing all significant auditing and accounting practices and policies and any proposed changes with respect thereto.

The Audit Committee consists of Harold A. Roozen (Chair), James F. Dinning, George F. Galbraith and Michael W. O’Brien. Each member of the Audit Committee is an outside and unrelated director. Mr. O’Brien, an unrelated and independent director, qualifies as a “financial expert” under the Sarbanes-Oxley Act of 2002 and other applicable regulatory requirements.

Corporate Governance Committee

The Corporate Governance Committee of the Board is responsible for developing and monitoring the Corporation’s approach to corporate governance in accordance with good corporate practice and applicable laws and policies. In particular, the Corporate Governance Committee is responsible for overseeing the role, composition, structure and effectiveness of the Board and its committees.

In this regard, the Corporate Governance Committee is responsible for such matters as establishing and reviewing the mandates of the Board and its committees; identifying and evaluating candidates for nomination to the Board; overseeing the orientation and education programs for directors; assessing the effectiveness of the Board, its committees and individual directors; and establishing and reviewing general corporate policies and practices, such as related party transaction policies and securities trading guidelines.

The Corporate Governance Committee of the Board consists of Donald F. Mazankowski (Chair), Adrian Burns, Charles V. Keating and John S. Thomas. Each member of the Corporate Governance Committee is an outside and unrelated director.

Human Resources Committee

The Human Resources Committee of the Board is responsible for ensuring that appropriate and effective human resource recruitment, development, compensation, retention, succession planning and performance evaluations programs are developed and implemented in conformity with the Corporation’s strategic objectives and with a view to attracting and retaining the best qualified management and employees. For further information, see “Executive Compensation and Related Matters — Composition of Compensation Committee”.

The Human Resources Committee consists of JC Sparkman (Chair), Jeffrey Royer and Willard H. Yuill. Each member of the Human Resources Committee is an outside and unrelated director.

CODE OF CONDUCT

During fiscal 2003, the Corporation adopted its Business Conduct Standards, which apply to all directors, officers (including the principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions) and employees of the Corporation. The Corporate Governance Committee is responsible for monitoring compliance with the Business Conduct Standards and for approving waivers of such standards. No such waivers for directors or officers of the Corporation have been granted as of the date hereof.

The Corporation’s Business Conduct Standards address such matters as conflicts of interest, confidential information, and the protection and proper use of the Corporation’s assets. The Business Conduct Standards also include procedures for the submissions of complaints or concerns that employees may have regarding compliance with corporate policies or applicable laws or with respect to accounting, internal control and auditing matters.

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COMPLIANCE WITH TSX GUIDELINES AND RELATED REQUIREMENTS

All corporations listed on the TSX must annually disclose their approach to corporate governance with reference to the TSX Guidelines. In this regard, a brief description of the Corporation’s system of corporate governance is set forth in the table below.

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Submitted on behalf of the Corporate Governance Committee:

Donald F. Mazankowski, Chair
Adrian Burns
Charles V. Keating
John S. Thomas

CERTIFICATE

The contents and sending of this proxy circular have been approved by the Board of Directors of the Corporation.

The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.

December 12, 2003

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EXHIBIT A

SPECIAL RESOLUTION

RESOLVED, as a special resolution, that:

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EXHIBIT B

AMENDED AND RESTATED ARTICLES

The Restated Articles of Incorporation correctly set out above, without substantive change represent the Articles of Incorporation as amended and supersede the original Articles of Incorporation.

This information is being collected for the purposes of corporate registry records in accordance with the Business Corporations Act. Questions about the collection of this information can be directed to the Freedom of Information and Protection of Privacy Coordinator for Alberta Registries, Research and Program Support, 3rd Floor, Commerce Place, 10155 — 102 Street, Edmonton, Alberta T5J 4L4 (780) 422-7330.

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SHAW COMMUNICATIONS INC.
(the “Corporation”)

RESTATED ARTICLES OF INCORPORATION
SCHEDULE I

The Corporation is authorized to issue:

all subject to the following rights, privileges, restrictions and conditions:

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