Cogeco Communications Inc. — Proxy Solicitation & Information Statement 2020

Dec 7, 2020

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS 2020

TAKE NOTICE THAT THE ANNUAL MEETING OF THE SHAREHOLDERS OF COGECO COMMUNICATIONS INC. (THE "CORPORATION") WILL BE HELD VIA LIVE VIDEO WEBCAST ONLINE :

ON FRIDAY, THE 15[TH] DAY OF JANUARY, 2021 AT THE HOUR OF 11:30 IN THE MORNING (MONTRÉAL TIME), VIA LIVE WEBCAST AT: https://web.lumiagm.com/494965290

FOR THE FOLLOWING PURPOSES:

1. TO RECEIVE THE CONSOLIDATED FINANCIAL STATEMENTS OF THE CORPORATION FOR THE YEAR ENDED AUGUST 31, 2020 AND THE REPORT OF THE AUDITORS THEREON;

2. TO ELECT TEN DIRECTORS;

3. TO APPOINT AUDITORS AND TO AUTHORIZE THE BOARD OF DIRECTORS TO FIX THEIR REMUNERATION;

4. TO CONSIDER AND, IF THOUGHT FIT, APPROVE AN ADVISORY RESOLUTION ON BOARD'S APPROACH TO EXECUTIVE COMPENSATION; AND

5. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY BE BROUGHT BEFORE THE MEETING.

THIS YEAR, IN COMPLIANCE WITH APPLICABLE SECURITIES REQUIREMENTS AND AN ORDER OF THE DIRECTOR UNDER THE CANADA BUSINESS CORPORATIONS ACT, THE CORPORATION IS USING "NOTICE-AND-ACCESS" PROCEDURES FOR DELIVERY OF THE INFORMATION CIRCULAR AND RELATED MATERIALS TO BOTH ITS REGISTERED AND NON-REGISTERED SHAREHOLDERS. UNDER NOTICE-AND ACCESS, THE CORPORATION IS NO LONGER REQUIRED TO DISTRIBUTE PAPER COPIES OF CERTAIN ANNUAL MEETING-RELATED MATERIALS SUCH AS INFORMATION CIRCULARS. INSTEAD, ELECTRONIC VERSIONS OF SUCH MATERIALS WILL BE POSTED ON A WEBSITE FOR INVESTOR ACCESS AND REVIEW. WHILE SHAREHOLDERS WILL STILL RECEIVE BY MAIL A FORM OF PROXY OR VOTING INSTRUCTION FORM SO THAT THEY CAN VOTE THEIR SHARES, INSTEAD OF RECEIVING A PAPER COPY OF THE NOTICE AND INFORMATION CIRCULAR, SHAREHOLDERS WILL RECEIVE A NOTICE OUTLINING THE MATTERS TO BE ADDRESSED AT THE MEETING AND, EXPLAINING HOW THEY CAN ACCESS THE INFORMATION CIRCULAR ELECTRONICALLY AND HOW TO REQUEST A PAPER COPY. NOTICE-AND-ACCESS IS ENVIRONMENTALLY FRIENDLY AND BENEFITS THE CORPORATION AND ITS SHAREHOLDERS THROUGH A SUBSTANTIAL REDUCTION IN THE COSTS OF PAPER, PRINTING AND POSTAGE.

IF THE SHAREHOLDER’S NAME APPEARS ON A SHARE CERTIFICATE, THIS SHAREHOLDER IS CONSIDERED A "REGISTERED SHAREHOLDER". REGISTERED SHAREHOLDERS MAY REQUEST PAPER COPIES OF THE MEETING MATERIALS AT NO COST BY CALLING COMPUTERSHARE TRUST COMPANY OF CANADA, TOLL-FREE WITHIN NORTH AMERICA AT 1-866-962-0498 OR DIRECT, FROM OUTSIDE OF NORTH AMERICA AT 514-982-8716 AND ENTERING THE 15-DIGIT CONTROL NUMBER AS INDICATED ON THE FORM OF PROXY. IF THE SHAREHOLDER’S SHARES ARE LISTED IN AN ACCOUNT STATEMENT PROVIDED BY AN INTERMEDIARY, THIS SHAREHOLDER IS CONSIDERED A "NON-REGISTERED SHAREHOLDER". NON-REGISTERED SHAREHOLDERS MAY REQUEST PAPER COPIES OF THE MEETING MATERIALS FROM BROADRIDGE AT NO COST UP TO ONE YEAR FROM THE DATE THE CIRCULAR WAS FILED ON SEDAR, THROUGH THE INTERNET BY GOING TO WWW.PROXYVOTE.COM OR BY TELEPHONE AT 1-877-907-7643 OR DIRECT, FROM OUTSIDE OF NORTH AMERICA AT 905-507-5450 AND

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ENTERING THE 16-DIGIT CONTROL NUMBER PROVIDED ON THE VOTING INSTRUCTION FORM AND FOLLOWING THE INSTRUCTIONS PROVIDED. SHAREHOLDERS WILL NOT RECEIVE ANOTHER FORM OF PROXY OR VOTING INSTRUCTION FORM. SHAREHOLDERS MUST RETAIN THEIR CURRENT ONE TO VOTE THEIR SHARES. IN ANY CASE, REQUESTS SHOULD BE RECEIVED AT LEAST TEN (10) BUSINESS DAYS (DECEMBER 30, 2020) PRIOR TO THE MEETING DATE IN ORDER TO RECEIVE THE MEETING MATERIALS IN ADVANCE OF THE MEETING.

Please contact our strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, toll-free at 1-866-581-0508 or by collect call outside North America at 1-416-867-2272 or by email at contactus@kingsdaleadvisors.com with any questions you may have regarding the Meeting.

Shareholders may register and log into the live audio webcast platform from 10:30 a.m. We would appreciate your early registration so that the Meeting may start promptly at 11:30 a.m.

DATED NOVEMBER 19, 2020

BY ORDER OF THE BOARD,

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CHRISTIAN JOLIVET SENIOR VICE PRESIDENT, CORPORATE AFFAIRS, CHIEF LEGAL OFFICER AND SECRETARY

1 PLACE VILLE MARIE SUITE 3301 MONTRÉAL, QUÉBEC H3B 3N2

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