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Rogers Communications Inc. Proxy Solicitation & Information Statement 2025

Mar 21, 2025

43252_rns_2025-03-21_d95d7303-64c0-4d19-adc7-6fb351a3a053.pdf

Proxy Solicitation & Information Statement

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ROGERS

TMX

TSX TRUST

Appointment of Proxyholder

I/We, being holder(s) of Class A Voting Shares of Rogers Communications Inc. (the "Corporation"), hereby appoint, Edward S. Rogers, or failing him, Lisa A. Rogers, or failing her, David A. Robinson

or

Strike out the printed name(s) above and print the name of the person(s) you are appointing

as my/our proxyholder with full power of substitution and to vote in accordance with the following directions (or if no directions have been given, as the proxyholder sees fit), on all the following matters and any other matter that may properly come before the Annual General Meeting of Shareholders of the Corporation (the "Meeting") to be held as an in-person and online (hybrid) meeting at 333 Bloor Street East, Toronto, Ontario and via webcast at https://meetings.lumiconnect.com/400-353-809-720 on April 23, 2025 at 11:00 a.m. and at any adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present.

To participate, ask questions and vote online at the Meeting, participants (other than guests) will need a control number (see control number set forth on this proxy) and the following password "rogers2025" (case sensitive). If you are appointing a proxyholder other than the persons whose names are printed above and who are appointed by the management of the Corporation, and such proxyholder intends to attend and vote online at the Meeting, YOU MUST return your proxy by mail and telephone TSX Trust Company ("TSX Trust") at 1.866.751.6315 (within North America) or 416.682.3860 (outside North America), or complete an online form at https://www.tsxtrust.com/control-number-request, by April 21, 2025 and provide TSX Trust with the required information for your proxyholder so that TSX Trust may provide the proxyholder with a 13-digit proxyholder control number. Such 13-digit proxyholder control number will differ from the control number set forth on this proxy and will allow your proxyholder to log in to and vote online at the Meeting. Without a 13-digit proxyholder control number your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote.

Please use a dark black pencil or pen.

  1. Election of Directors

  2. Michael J. Cooper

  3. Trevor English
  4. Ivan Fecan
  5. Robert J. Gemmell
  6. Jan L. Innes
  7. Diane A. Kazarian
  8. Dr. Mohamed Lachemi
FOR WITHHOLD
  1. David A. Robinson
  2. Edward S. Rogers
  3. Lisa A. Rogers
  4. Bradley S. Shaw
  5. Wayne Sparrow
  6. Tony Staffieri
  7. John H. Tory
FOR WITHHOLD
  1. Appointment of Auditors

Appointment of KPMG LLP as Auditors

FOR WITHHOLD

Sign Below - This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted FOR a matter by Management's appointees or, if you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or variations proposed, or any new business properly submitted before the Meeting or any adjournments or postponements thereof, I/We authorize you to vote as you see fit.

Name (please print)

Signature (if the shares are held in the names of two or more persons, all must sign)

Date

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions.

Proxies must be received by 2:00 p.m. (Eastern Time), on April 22, 2025.


Proxy Form - Annual General Meeting of Shareholders of Rogers Communications Inc. to be held on April 23, 2025 (the “Meeting”)

Notes to Proxy

  1. All holders of Class A Voting Shares have the right to appoint some other person(s) of their choice, who need not be a shareholder, to participate in and act on their behalf at the Meeting. If you wish to appoint a person(s) other than the persons whose names are printed on the form and who are appointed by the management of Rogers Communications Inc. (“Management”), please strike out the printed names and insert the name(s) of your chosen proxyholder(s) in the space provided (see reverse). You may also appoint a second person to be your alternate proxyholder. For your proxyholder to attend and vote online at the Meeting YOU MUST return your proxy by mail and telephone TSX Trust at 1.866.751.6315 (within North America) or 416.682.3860 (outside North America), or complete an online form at https://www.tsxtrust.com/control-number-request, by April 21, 2025 and provide TSX Trust with the required information for your chosen proxyholder so that TSX Trust may provide the proxyholder with a 13-digit proxyholder control number. Such 13-digit proxyholder control number will differ from the control number set forth on this proxy and will allow your proxyholder to log in to and vote at the Meeting. Without a 13-digit proxyholder control number your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote.

  2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.) then all those registered must sign this form. If you are voting on behalf of a corporation or another individual we may require additional documentation evidencing your power to sign the proxy with signing capacity stated.

  3. This form of proxy must be signed in the exact manner as the name appears on the proxy.

  4. If this form of proxy is not dated, it will be deemed to bear the date on which it is mailed to the shareholder.

  5. This form of proxy confers discretionary authority in respect of amendments or variations to matters before the Meeting or other matters that may properly come before the Meeting or any adjournments or postponements thereof.

  6. Please refer to our Management Information Circular dated March 6, 2025 (the “Information Circular”) for further information regarding completion and use of this proxy and other information pertaining to the Meeting. The Information Circular can be found, reviewed and downloaded from investors.rogers.com or under the Rogers Communications Inc. profile on SEDAR+ at sedarplus.ca or on EDGAR at sec.gov. Should you wish to receive a paper copy of the Information Circular, please contact us at [email protected], or alternatively call 647.435.6470, or toll free at 1.844.801.4792, prior to April 9, 2025 and we will send it, at no charge, within three business days.

  7. The securities represented by this proxy will be voted as directed by the shareholder; however, if such a specification is not made in respect of any matter, this proxy will be voted FOR such matter by Management’s appointees or, if you appoint another proxyholder, as that other proxyholder sees fit.

  8. The securities represented by this proxy will be voted or withheld from voting in accordance with your instructions on any ballot that may be called for, and if you specify a choice with respect to any of these matters, the securities will be voted accordingly.

  9. You can attend the Meeting online by visiting the URL provided on the front of this proxy.

All holders of Class A Voting Shares should refer to the Information Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

This proxy is solicited by and on behalf of Management of Rogers Communications Inc.

How to Vote

INTERNET TELEPHONE
Go to www.meeting-vote.com and cast your vote online. Use any touch-tone phone, call toll free in Canada and United States 1-888-489-5760 and follow the voice instructions.
To vote by telephone or Internet you will need your control number. If you vote by Internet or telephone, do not return this proxy.
To vote using your smartphone, please scan this QR Code →
MAIL, FAX or E-MAIL
To vote by mail, fax or e-mail you must sign and return this proxy
Complete and return your signed proxy in the envelope provided or send to:
TSX Trust Company
Attention: Proxy Department
P.O. Box 721
Agincourt, ON M1S 0A1
You may alternatively fax both sides of your proxy to 416.595.9593 or scan both sides and e-mail to [email protected].

Proxies must be received by 2:00 p.m. (Eastern Time) on April 22, 2025.