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THE COMPETITION TRIBUNAL

CT-2002-002

IN THE MATTER OF the Competition Act, R.S.C. 1985, c. C-34; AND IN THE MATTER OF the proposed acquisition by Rogers Communications Inc. of Shaw Communications Inc.;

AND IN THE MATTER OF an application by the Commissioner of Competition for one or more orders pursuant to section 92 of the Competition Act.

B E T W E E N:

COMMISSIONER OF COMPETITION

Applicant

- and

ROGERS COMMUNICATION INC. and SHAW COMMUNICATIONS INC. Respondents - and -

THE ATTORNEY GENERAL OF ALBERTA and VIDEOTRON LTD. Interveners

WITNESS STATEMENT OF ALEXANDRE MERCIER-DALPHOND

I, Alexandre Mercier-Dalphond, of the City of Chicago, in the United States of America, STATE AS FOLLOWS:

1. I am a Partner at McKinsey & Company, Inc. (“McKinsey”), and, as such, have knowledge of the matters contained in this Affidavit.

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2. I am swearing this Affidavit in connection with an Application commenced by the Commissioner of Competition under section 92 of the Competition Act concerning the proposed transaction between Rogers Communications Inc. (“Rogers”), Shaw Communications Inc. (“Shaw”) and Videotron Ltd. (the “Transaction”).

3. I have been employed by McKinsey since January 2013. I am a Partner and the co-lead of McKinsey’s Digital Technology Practice in Canada.

4.

McKinsey

5.

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