Rogers Communications Inc. — Proxy Solicitation & Information Statement 2025

Mar 21, 2025

ROGERS

Notice of Annual General Meeting of Shareholders and Availability of Investor Materials

We invite you to the Rogers Communications Inc. Annual General Meeting of Shareholders (the meeting).

When
Wednesday, April 23, 2025
11:00 a.m. (Eastern Time)

Where
333 Bloor Street East, Toronto, Ontario and
online at https://meetings.lumiconnect.com/400-353-809-720

BUSINESS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS:

1. receiving the consolidated financial statements for the year ended December 31, 2024, including the external auditors' report;
2. electing 14 directors to our Board of Directors (see "Election of Directors" in the Information Circular);
3. appointing the external auditors (see "Appointment of Auditors" in the Information Circular); and
4. considering any other business that may properly come before the meeting.

YOU HAVE THE RIGHT TO VOTE

You are entitled to notice of, to attend, and to vote at the meeting if you were a registered holder of Class A Voting Shares (Class A Shares) at the close of business in Toronto, Ontario on March 3, 2025 (subject to the voting restrictions described in the Information Circular). Specific voting instructions are included on the proxy form included with this Notice, which you have received if you are a registered holder of Class A Shares, or the voting instruction form included with this Notice, which you have received if you are a beneficial holder of Class A Shares. If you are a registered holder of Class A Shares or a duly appointed and registered proxyholder and wish to vote at the meeting, please attend the meeting in-person or online.

If you were a registered holder of Class B Non-Voting Shares at the close of business in Toronto, Ontario on March 3, 2025, you are entitled to notice of and to attend the meeting and ask questions, but not to vote at the meeting.

NOTICE-AND-ACCESS

Rogers is using the "notice-and-access" provisions of Canadian securities rules under National Instrument 54-101—"Communication with Beneficial Owners of Securities of a Reporting Issuer" (NI 54-101) and National Instrument 51-102—"Continuous Disclosure Obligations" (NI 51-102) for distribution of the meeting materials to shareholders. Under notice-and-access, Canadian companies are not required to distribute physical paper copies of certain annual meeting-related materials, such as information circulars and annual financial statements, unless specifically requested. Instead, they may post electronic versions of such material on a website for investor access and review and will make paper copies of such documents available upon request. Using notice-and-access directly benefits Rogers through a substantial reduction in both postage and material costs and also helps the environment through a substantial decrease in the amount of paper documents that are ultimately discarded. Shareholders who have already signed up for electronic delivery of shareholder materials will continue to receive them by e-mail. If you have not signed up for electronic delivery and wish to do so, Rogers encourages you to do so as outlined in this meeting notice, if provided to you, or as instructed on the inside front cover of the Information Circular.

VOTING CLASS A SHARES

As a registered holder of Class A Shares you have a number of ways to vote your shares. These are detailed on the proxy form included with this package. Unless you attend and vote at the meeting either in person or online or have duly appointed and registered another person to attend the meeting online on your behalf and vote your shares, as proxyholder, we must receive your completed proxy no later than 2:00 p.m. (Eastern Time) on April 22, 2025.

If you are the beneficial owner of Class A Shares, please see "Beneficial Owners (Non-Registered Holders)" in the Information Circular and the voting instruction form included with this package for voting information.

Please note that to allow online attendance and voting at the meeting, a holder of Class A Shares who appoints a proxyholder, other than the management appointees named on the proxy form or voting instruction form, MUST ALSO register such proxyholder with our transfer agent TSX Trust Company after submitting their form of proxy or voting instructions, as further described in the Information Circular. Failure to register the proxyholder with our transfer agent will result in the proxyholder (i) not receiving a 13-digit proxyholder control number to attend or vote at the meeting online as a proxyholder, and (ii) only being able to attend the meeting online as a guest.

We also encourage you to review the matters to be voted upon at the meeting as described in the Information Circular at investors.rogers.com before voting.

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WEBSITE WHERE INVESTOR MATERIALS ARE POSTED

Electronic copies of investor materials related to this meeting, including the Information Circular and Rogers' annual report to shareholders, which includes our 2024 audited financial statements, can be 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. The electronic copies of investor materials make searching for relevant sections and specific items much easier than finding such information in paper versions of these documents.

PAPER COPIES OF INVESTOR MATERIALS

Should you wish to receive paper copies of certain investor materials, please contact us at investor.relations@rci.rogers.com, at 647.435.6470 or toll free at 1.844.801.4792. If we receive your request prior to 2:00 p.m. (Eastern Time) on April 9, 2025, we will send them, at no charge, within three business days, giving you sufficient time to receive the materials before the meeting and vote your proxy. Following the meeting, the documents will remain available at our website listed above for at least one year.

ADMISSION TO THE MEETING

Shareholders wishing to attend the meeting in person will be required to produce a proxy form or other proof of share ownership to gain admission.

Shareholders and proxyholders may also participate in the meeting online as described below and in the Information Circular. Shareholders will have an equal opportunity to attend the meeting online regardless of their geographic location. Registered holders of Class A Shares and duly appointed and registered proxyholders will be able to participate in the meeting online by accessing the link above at the time of the meeting, including asking questions and voting by following the instructions provided during the meeting, provided they are connected to the internet and comply with all requirements set out in the Information Circular. Beneficial holders of Class A Shares who have not duly appointed and registered themselves as proxyholder will be able to attend the meeting online and ask questions, but will not be able to vote at the meeting. Registered holders of Class B Non-Voting Shares will be able to attend the meeting online and ask questions.

A rebroadcast of the meeting will also be available following the meeting at investors.rogers.com.

Should you have any questions related to this meeting or notice-and-access, please contact us at investor.relations@rci.rogers.com, at 647.435.6470 or toll free at 1.844.801.4792.

On peut obtenir le texte français de la circulaire d'information en communiquant avec les Relations aux investisseurs, au siège social de la Compagnie situé au 333 Bloor Street East, Toronto, Ontario M4W 1G9, ou par courriel à investor.relations@rci.rogers.com ou encore en téléphonant au 647.435.6470, ou sans frais au 1.844.801.4792.

By order of the Board of Directors,

Marisa Wyse
Corporate Secretary
Toronto, Ontario, Canada
March 6, 2025

ROGERS COMMUNICATIONS INC.
Request for Financial Statements

As a shareholder of Rogers Communications Inc., you are entitled to receive our interim financial statements, annual financial statements or both.

To receive this information, please complete the on-line form at www.tsxtrust.com/financialstatements, specifying our company code 6651A.

Alternately, you can complete the information below and return it to TSX Trust Company, 301-100 Adelaide Street West, Toronto, ON M5H 4H1 or fax to 1.888.249.6189. Your name will be placed on the supplemental mailing list maintained by our Transfer Agent, TSX Trust Company.

If you have any questions, please contact TSX Trust Company, at shareholderinquiries@tmx.com or by phone at 416.682.3860 or toll-free at 1.800.387.0825.

To: TSX Trust Company

Please add my name to the Supplemental Mailing List for Rogers Communications Inc., and send me their financial statements as indicated below:

☐ Interim Financial Statements ☐ French ☐ By mail
☐ Annual Financial Statements ☐ English ☐ By Electronic Delivery ☐ I Consent to Electronic Delivery

Name:
E-mail Address:
OR
Mailing Address: