Rogers Communications (RCI) details strong 2025 results, pay and 2026 AGM plans

Rhea-AI Filing Summary

Rogers Communications Inc. has filed materials for its 2026 Annual General Meeting, outlining board nominations, voting procedures and executive pay decisions following a strong 2025 performance. The hybrid AGM will be held on April 22, 2026 in Toronto and via webcast.

Shareholders of Class A Voting Shares as of March 3, 2026 may vote, while Class B Non-Voting holders can attend and ask questions. Fourteen directors are nominated, 10 of them independent, with a broad mix of telecom, finance, public sector and governance experience. KPMG LLP is proposed for re‑appointment as auditor.

The circular highlights 2025 results, including total revenue above $21 billion, revenue growth of 5%, consolidated adjusted EBITDA up 2%, net income up 298% and free cash flow up 10%. The Human Resources Committee emphasizes pay‑for‑performance, noting CEO Tony Staffieri’s short‑term incentive paid at 100% of target and an $11 million long‑term incentive grant, while Executive Chair Edward S. Rogers received 60,000 RSUs. The company reports industry‑leading rankings versus Canadian peers on key revenue, profitability and cash flow metrics and continued focus on diversity, succession planning and sustainability oversight.

Positive

• Exceptionally strong 2025 financial performance, with revenue above $21 billion, net income up 298%, free cash flow up 10%, and management stating it met or exceeded its 2025 financial outlook while leading Canadian peers on key growth and profitability metrics.
• Meaningful balance sheet and capital return progress, as the company reports returning its debt leverage ratio to pre‑Shaw levels ahead of initial targets while paying $1.1 billion in dividends and delivering the best total shareholder return among national competitors.

Negative

• None.

Insights

Equity research analyst – telecom & media

Rogers pairs very strong 2025 results with aggressive pay-for-performance incentives.

Rogers reports 2025 revenue above $21 billion, with revenue up 5%, adjusted EBITDA up 2%, net income up 298% and free cash flow up 10%. Management states these metrics met or exceeded its 2025 financial outlook and led sector rankings versus Canadian peers.

Compensation is framed as tightly linked to this performance. CEO Tony Staffieri’s short‑term incentive paid at 100% of target and he received an $11,000,000 long‑term incentive. Executive Chair Edward S. Rogers’ 2025 package included a base salary of $3,000,000 and 60,000 RSUs with grant-date fair value of $2,422,308.

The filing also notes debt leverage returning to pre‑Shaw levels and $1.1 billion in dividends paid in 2025, alongside what the company describes as best total shareholder return among national competitors. These disclosures signal solid balance sheet repair and strong profitability, though actual impact depends on future financial results and market conditions.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of March, 2026

Commission File Number 001-10805

ROGERS COMMUNICATIONS INC.

(Translation of registrant’s name into English)

333 Bloor Street East

10th Floor

Toronto, Ontario M4W 1G9

Canada

(Address of principal executive office)

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

Form 20-F ☐      Form 40-F ☒

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ROGERS COMMUNICATIONS INC.
By:		/s/ Marisa Wyse
		Name:  Marisa Wyse
		Title:   Chief Legal Officer
		and Corporate Secretary

Date: March 20, 2026

Exhibit Index

Exhibit Number		Description of Document
99.1		Notice of Annual General Meeting of Shareholders and Information Circular dated March 6, 2026

Notice of 2026 Annual General Meeting of Shareholders and Information Circular Our Annual General Meeting of Shareholders will be held at 11:00 a.m. (Eastern Time) on Wednesday, April 22, 2026 as an in-person and online (hybrid) meeting at 333 Bloor Street East, Toronto, Ontario and online via webcast https://meetings.lumiconnect.com/400-843-664-114 ROGERS

Who We Are

Rogers is Canada’s communications, sports and entertainment company and its shares are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).

Purpose

Ambition

Values

Connect Canadians to the best communications and entertainment experiences in the world

Be number one in our core businesses

Do our best for Canadians with honesty, integrity and transparency

For further information about the Rogers group of companies, please visit rogers.com or about.rogers.com/investor-relations. Information on or connected to this and any other websites referenced in this document does not constitute part of this document.

Please Register for Electronic Delivery of Shareholder Materials

In our continuing effort to reduce environmental impacts and printing and postage costs, Rogers Communications Inc. has adopted the “notice-and-access” provisions of the Canadian securities regulations. Under notice-and-access, Canadian companies may post electronic versions of shareholder meeting-related materials, such as information circulars and annual financial statements, on a website for investor access, with notice of the meeting and availability of the materials provided by letter. Physical copies of such materials are still made available if specifically requested. Shareholders who have already signed up for electronic delivery of meeting materials will continue to receive them by e-mail. If you have not signed up for electronic delivery and wish to do so, please refer to the instructions below.

Beneficial Shareholders - If you hold your Rogers shares in a brokerage account or with another financial intermediary, such as a bank or trust company, register for electronic delivery at www.proxyvote.com (provided your institution participates in the Electronic Delivery program) using your personalized Enrolment Number, which can be found on the right-hand side of the mailing sheet or your voting instruction form.

Registered Shareholders - If your Rogers shares are registered directly in your name with our transfer agent, TSX Trust Company, please register for electronic delivery at services.tsxtrust.com/edelivery using your personalized Holder Account Number, which can be found on either the separate election form or your proxy form.

		Edward S. Rogers Executive Chair of the Board Tony Staffieri President and Chief Executive Officer				Letter to Shareholders
						Dear Shareholders, You are invited to attend Rogers Communications Inc.’s Annual General Meeting of Shareholders, which will be held at 11:00 a.m. (Eastern Time) on Wednesday, April 22, 2026 as an in-person and online (hybrid) meeting at 333 Bloor Street East, Toronto, Ontario and via webcast. We and our colleagues on the Board of Directors and executive team look forward to seeing you as we present our views on our 2025 achievements and outline our plans for the future. This Information Circular contains important information about the Annual General Meeting of Shareholders and the business to be conducted, voting, the individuals nominated to serve as directors, our corporate governance practices, and how we compensate our executive officers and directors. If you are a holder of Class A Voting Shares, please use the proxy or voting instruction form provided to you to submit your vote prior to the meeting. In addition to the in-person component, the meeting will be available online via webcast at https://meetings.lumiconnect.com/400-843-664-114. A rebroadcast of the meeting webcast will be available at the Investor Relations section of our website at about.rogers.com/investor-relations after the meeting. We hope you can join us in person or online on April 22, 2026. Sincerely,
						Edward S. Rogers Executive Chair of the Board		Tony Staffieri President and Chief Executive Officer

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Where To Find It

Notice of Annual General Meeting of Shareholders and Availability of Investor Materials			6
Information Circular			9
Voting Information			10
Registered Shareholders			10
Beneficial Owners (Non-Registered Holders)			12
How to Attend the Meeting Online			14
How Votes are Counted			14
Outstanding Shares and Main Shareholders			15
Restricted Share Disclosure			16
Business of the Meeting			17
Election of Directors			17
The Proposed Nominees			18
Board Skills Matrix			33
Appointment of Auditors			34
Executive Compensation			35
Human Resources Committee Letter to Shareholders			35
Compensation Discussion & Analysis			40
Summary Compensation Table			63
Incentive Plan Awards			65
Pension Benefits			72
Termination and Change of Control Benefits			74
Director Compensation			77
Securities Authorized for Issuance Under Equity Compensation Plans			82

Indebtedness of Directors and Executive Officers			83
Corporate Governance			84
Statement of Corporate Governance Practices			84
Board Composition			85
Board Mandate and Responsibilities			87
Code of Conduct and Ethics and Business Conduct Policy			88
Director Orientation and Continuing Education			88
Director Nomination and Board Assessment, Gender Diversity, and Term Limits			89
Risk Management Oversight			90
Audit and Risk Committee			90
Other Good Governance Practices			90
Interaction with Shareholders			91
Report of the Audit and Risk Committee			92
Other Information			94
Appendices			95
A - National Instrument Requirements			95
B - Board of Directors Mandate			103
C - Standing Committee Mandates			109

  2 2026 MANAGEMENT INFORMATION CIRCULAR

Information Circular Summary

The following summary highlights important information contained elsewhere in this Information Circular. Since it does not contain all the information you should consider before voting your shares, please read the entire circular carefully before voting.

Our Director Nominees (see pages 18 – 32)

		Name and Region Independent ✔		Principal Occupation		Age		Director Since		Committee(s)
		Michael J. Cooper ✔ Toronto, Ontario, Canada		President and Chief Responsible Officer of Dream Unlimited Corp.		65		2021		• Pension
		Trevor English ✔ Calgary, Alberta, Canada		Chief Investment Officer of the Shaw Family Group		51		2023		• Audit and Risk • Pension • Sustainability and Social Impact
		Ivan Fecan ✔ Vancouver, British Columbia, Canada		Canadian media executive and producer		72		2021		• Audit and Risk • Human Resources (Chair) • Corporate Governance
		Robert J. Gemmell ✔ Oakville, Ontario, Canada		Lead Director of RCI		69		2017		• Audit and Risk (Chair) • Corporate Governance (Chair) • Executive • Finance • Nominating
		Jan L. Innes ✔ Toronto, Ontario, Canada		Company Director		69		2021		• Sustainability and Social Impact (Chair) • Human Resources • Nominating • Pension (Chair)
		Diane A. Kazarian ✔ Toronto, Ontario, Canada		Company Director		64		2024		• Audit and Risk • Human Resources
		Dr. Mohamed Lachemi ✔ Mississauga, Ontario, Canada		President and Vice-Chancellor of Toronto Metropolitan University		63		2022		• Corporate Governance • Pension
		David A. Robinson ✔ Toronto, Ontario, Canada		Company Director		60		2022		• Human Resources • Executive • Nominating
		Edward S. Rogers Toronto, Ontario, Canada		Executive Chair of the Board of RCI		56		1997		• Executive (Chair) • Finance (Chair) • Nominating (Chair)
		Lisa A. Rogers Victoria, British Columbia, Canada		Founder and President and CEO of The Annual Foundation		58		2023		• Sustainability and Social Impact
		Bradley S. Shaw Calgary, Alberta, Canada		Chair of the Shaw Family Living Trust		61		2023		• Finance
		Wayne Sparrow ✔ Vancouver, British Columbia, Canada		Elected chief of Musqueam Indian Band		61		2024		• Sustainability and Social Impact
		Tony Staffieri Toronto, Ontario, Canada		President and Chief Executive Officer of RCI		61		2022
		John H. Tory ✔ Toronto, Ontario, Canada		Company Director		71		2024		• Corporate Governance • Finance

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INFORMATION CIRCULAR SUMMARY

Board Committee Overview

Audit and Risk The Audit and Risk Committee is responsible for: • overseeing reliable, accurate and clear policies and practices for the preparation of financial reports to shareholders • overseeing the design, implementation and review of internal controls • recommending to the Board the appointment of the external auditor, based on an evaluation of the qualifications, independence and oversight of the auditors’ work • meeting the Company’s external and internal auditors and evaluating the effectiveness and independence of each • overseeing the establishment and maintenance of processes and controls that ensure the Company complies with applicable laws and regulations relating to financial reporting and risk management • reviewing the annual strategic risk assessment, including management’s implementation of risk policies and actions to monitor and control major risk exposures • reviewing the Company’s business continuity and disaster recovery plans • receiving reports on, and approving, if appropriate, transactions with related parties		Corporate Governance The Corporate Governance Committee is responsible for: • reviewing and making recommendations regarding the Board’s approach to director independence • developing and, where appropriate, recommending to the Board a set of corporate governance principles, including a code of conduct and ethics, aimed at fostering a healthy governance culture at the Company • reviewing and recommending the compensation of the directors of the Company • satisfying itself that the Company communicates effectively with its shareholders, other interested parties and the public through a responsive communication policy • facilitating the evaluation of the Board, the committees of the Board and any leadership positions of the Board
Executive The Executive Committee is responsible for: • approving the final terms of transactions previously approved by the Board • monitoring the implementation of policy initiatives adopted by the Board		Finance The Finance Committee is responsible for reviewing and reporting to the Board or a committee of the Board on certain matters, including: • financings (including share issuances) • commitments (actual or contingent) in the ordinary course of business of either more than $200 million per year in the aggregate by one or a series of transactions, or alternatively when the cumulative value for all years is more than $500 million in the aggregate and in either case are not cancellable by Rogers for convenience without penalty of more than $200 million • commitments (actual or contingent) outside of the ordinary course of business of more than $200 million in the aggregate by one or a series of transactions • alliance, branding, licence, partnership and joint venture arrangements involving more than $50 million • granting or assuming rights of first negotiation, first offer or first refusal involving Company property or assets exceeding $50 million • granting or assuming obligations with respect to any non-competition covenant or exclusivity undertaking involving property, assets or revenues exceeding $50 million and for a term in excess of two years • considering candidates for appointment of Chief Financial Officer and Chair of the Audit and Risk Committee of the Company and its subsidiaries, as applicable

  4 2026 MANAGEMENT INFORMATION CIRCULAR

INFORMATION CIRCULAR SUMMARY

Human Resources The Human Resources Committee is responsible for: • reviewing, recommending for Board approval and where applicable, approving, executive compensation and severance policies • reviewing the Company’s compensation, benefit, and wealth accumulation programs (design and competitiveness) • reviewing the Company’s senior executives’ management development and succession planning • setting performance objectives for the CEO and, in its discretion, any Executive Chair of the Board, which encourage the Company’s long-term financial success and regularly measuring performance against these objectives • reviewing and recommending for approval by the Board, competitive compensation that meets the Company’s hiring, retention, and performance objectives, as recommended, for any Executive Chair and for the CEO • reviewing and approving, competitive compensation that meets the Company’s hiring, retention, and performance objectives, as recommended, for the following positions: i.   all officers reporting to the CEO and certain other senior officers; and ii.  family members of the above employees and Board directors employed by the Company (excluding any Executive Chair and the CEO) and its affiliates, unless it is in line with Rogers’ standard compensation practices • producing a report on executive compensation for the benefit of shareholders, which is published in the Company’s annual proxy circular, and reviewing, as appropriate, any other material public disclosures concerning executive compensation		Nominating The Nominating Committee is responsible for: • reviewing, considering and/or initiating proposals for nomination of directors to the Board and the boards of directors of the Company’s wholly owned subsidiaries • interviewing all shortlisted candidates • assessing incumbent directors for re-nomination to the Board • establishing criteria for and recommending prospective members for the Board and the boards of the Company’s affiliates
Pension The Pension Committee is responsible for: • assisting the Company and its affiliates in the administration of the registered pension plans and related trust funds, group savings plans, and other funding arrangements sponsored by the Company and its affiliates (Plans) • overseeing the funding, administration, communication and investment management of the Plans and selecting and monitoring the performance of all third parties performing duties in respect of the Plans • to the extent acting as plan administrator of any registered pension Plans, acting honestly, in good faith, and in the best interests of Plan members and beneficiaries		Sustainability and Social Impact The Sustainability and Social Impact Committee is responsible for reviewing, reporting and providing guidance to the Board or committees of the Board on certain matters, including: • the Company’s environmental sustainability and social impact policies, strategies and programs, and governance thereof including, without limitation, the Company’s community giving and philanthropic programs • management’s overview of social and environmental trends and emerging issues, risks and opportunities that may affect the Company’s business strategy and performance • actions the Company can take to be a responsible corporate citizen and the communication of the Company’s culture and values • the Company’s performance to assess the effectiveness of the applicable policies, strategies and programs including, without limitation, the Company’s community giving and philanthropic programs • review and approval of the Company’s periodic Sustainability and Social Impact disclosures and related metrics and benchmarks

  5

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 22, 2026 11:00 a.m. (Eastern Time)   Where 333 Bloor Street East, Toronto, Ontario and
online at
https://meetings.lumiconnect.com/400-843-664-114  

Business of the Annual General Meeting of Shareholders:

1. receiving the consolidated financial statements for the year ended December 31, 2025, including the external auditors’ report;

2. electing 14 directors to our Board of Directors (see “Election of Directors” in the Information Circular); and

3. appointing the external auditors (see “Appointment of Auditors” in the Information Circular).

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, 2026 (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, 2026, you are entitled to notice of and to attend the meeting and ask questions, but not to vote at the meeting.

  6 2026 MANAGEMENT INFORMATION CIRCULAR

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND AVAILABILITY OF INVESTOR MATERIALS

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, Canadian companies 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 21, 2026.

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 about.rogers.com/investor-relations before voting.

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 2025 audited financial statements, can be reviewed and downloaded from about.rogers.com/investor-relations 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.

  7

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND AVAILABILITY OF INVESTOR MATERIALS

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 by April 21, 2026, we will send them, at no charge, within three business days. Following the meeting, the Information Circular and other investor materials 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 registered 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 (including asking questions and voting) by following the instructions provided during the meeting, by accessing the link above at the time of the meeting and by providing their control number and the password “rogers2026” (case sensitive), 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 as a guest 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 about.rogers.com/investor-relations.

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, 2026

  8 2026 MANAGEMENT INFORMATION CIRCULAR

Information Circular

Information is as of March 6, 2026 unless otherwise stated.

The management of Rogers Communications Inc. is soliciting the proxy of holders of Class A Voting Shares for use at the Annual General Meeting of Shareholders to be held on April 22, 2026 (the meeting). We will pay the cost of proxy solicitation. The solicitation will be mainly by mail; however, we may solicit proxies by telephone, in writing, or in person by our directors, officers, or designated agents, at nominal cost.

In this document:

• we, us, our, Rogers, RCI, and the Company refers to Rogers Communications Inc.;

• you refers to a shareholder of Rogers Communications Inc.; and

• circular means this information circular.

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, Canadian companies 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 instructed on the inside front cover of this circular.

Website Where Investor Materials are Posted

Electronic copies of investor materials related to this meeting, including this circular and Rogers’ annual report to shareholders, which includes our 2025 audited financial statements, can be reviewed and downloaded from about.rogers.com/investor-relations 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 by April 21, 2026, we will send them, at no charge, within three business days. Following the meeting, this information circular and other investor materials will remain available at our website listed above for at least one year.

  9

Voting Information

Registered Shareholders

You are a registered shareholder if your shares are registered directly in your own name in the records of registered shareholders maintained for the Company by our Transfer Agent and Registrar, TSX Trust Company.

Who Can Vote?

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, 2026 (the record date), you will be entitled to attend and vote those Class A Shares at the meeting (in person or online) or any adjournments or postponements of the meeting. If you were a registered holder of Class B Non-Voting Shares (Class B Non-Voting Shares) on the record date, you will be entitled to attend and ask questions at the meeting (in person or online) or any adjournments or postponements of the meeting, but will not be entitled to vote on any business. Voting is subject to certain restrictions described below. Shareholders wishing to attend the meeting in person will be required to produce a proxy form or other proof of registered share ownership to gain admission.

Voting By Proxy

If you are entitled to vote Class A Shares, you may appoint someone else to attend the meeting and cast your votes (a proxyholder).

Appointing a Proxyholder

If it is not convenient for you to attend the meeting, you may still, and are encouraged to, vote on the matters to be considered at the meeting in one of two ways:

1. You may authorize the management representatives named on the enclosed proxy form to vote your Class A Shares. If you choose this option, there are four ways in which you can give your voting instructions:

Mail

Complete the enclosed proxy form by indicating how you want your shares voted. Sign, date, and return the proxy form in the envelope provided. The address for receiving proxies is Secretary of the Company, Rogers Communications Inc., c/o TSX Trust Company, P.O. Box 721, Agincourt, Ontario, M1S 0A1, Canada.

Telephone (Canada and the United States only)

Call the toll-free number on the enclosed proxy form using a touch-tone telephone and follow the voice instructions. Please have your control number ready to give your voting instructions on the telephone. This number is located on the enclosed proxy form. If your proxy form does not contain a control number, you will not be able to vote by telephone.

Internet

Follow the instructions on the enclosed proxy form in order to give your voting instructions online. Please have your proxy form with you when you are ready to proceed, as it contains the information you will need to give your voting instructions online.

E-mail

Complete the enclosed proxy form by indicating how you want your shares voted. Sign and date the proxy form. Scan both sides and e-mail it to proxyvote@tmx.com.

  10 2026 MANAGEMENT INFORMATION CIRCULAR

VOTING INFORMATION

or

2. You may appoint another person to attend the meeting on your behalf and vote your Class A Shares. If you choose this option, you can appoint your proxyholder by mail, e-mail or online, as described above. If you mail or e-mail the proxy form, you must strike out the preprinted names and print that person’s name in the blank space provided on the back of the enclosed proxy form, and you may indicate how you want your shares voted. Sign, date, and return the proxy form in the envelope provided or e-mail the proxy form as described above. You may also appoint a second person to be your alternate proxyholder. Neither your proxyholder nor alternate proxyholder need to be a shareholder. The person you appoint must participate in the meeting and vote on your behalf in order for your votes to be counted.

For your proxyholder to attend and vote online at the meeting you must also telephone TSX Trust Company at 1.866.751.6315 (within North America) or 416.682.3860 (outside North America), or complete an online form at www.tsxtrust.com/control-number-request, by April 21, 2026 and provide TSX Trust Company with the required information for your proxyholder so that TSX Trust Company 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 your proxy and will allow your proxyholder to log in to and vote at the meeting online. 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.

Unless you or your duly appointed proxyholder intends to attend and vote in person at the meeting or you or your duly appointed and registered proxyholder intends to attend and vote online at the meeting (see “Voting Online at the Meeting” below), please remember that your proxy must be received no later than 2:00 p.m. (Eastern Time) on April 21, 2026.

Your Voting Choices

You may instruct your proxyholder how you want to vote by marking the appropriate box or boxes on the proxy form. Your proxyholder must vote (or withhold from voting) your Class A Shares as you instruct, on any vote on a poll, and, if you specify a choice with respect to any matter to be acted upon, your Class A Shares will be voted accordingly. If you do not mark a box, your proxyholder may decide how to vote your Class A Shares.

If the management representatives named in the proxy form are your proxyholders, they will vote your Class A Shares as follows, unless you have marked the boxes with different choices:

• FOR the election as directors of the proposed nominees shown in this circular

• FOR the appointment of KPMG LLP as auditors

• FOR management’s proposals generally

Amendments

On any amendments or variations proposed, your proxyholder can decide how to vote your Class A Shares. Management is not currently aware of any amendments, or variations.

  11

VOTING INFORMATION

Changing Your Mind

You may revoke your proxy form:

• by delivering a subsequent completed and signed proxy form, to supersede the original proxy vote, with a later date either in accordance with the instructions above under Appointing a Proxyholder by 2:00 p.m. (Eastern Time) on April 21, 2026, or to the chair or scrutineer at the meeting before any vote (for which the proxy is to be used) is taken;

• by delivering a written revocation to either our registered office at 2900-550 Burrard Street, Vancouver, British Columbia V6C 0A3, Canada (Attention: Ms. Kareen Zimmer), or to the place identified above under Appointing a Proxyholder by 2:00 p.m. (Eastern Time) on April 21, 2026, or to the chair or scrutineer at the meeting before any vote (for which the proxy is to be used) is taken;

• by participating in the meeting and voting at the meeting;

• as our Articles permit; or

• as otherwise permitted by law.

Voting Online at the Meeting

Registered holders of Class A Shares and their duly appointed and registered proxyholders may vote online at the meeting by completing a ballot online during the meeting, as further described below under “How to Attend the Meeting Online”.

Beneficial Owners (Non-Registered Holders)

Only registered holders of Class A Shares or their proxyholders may vote at the meeting. In many cases, the Class A Shares are registered in the name of your representative, such as a broker, bank, trust company, or trustee, rather than in your name. As noted above, since Rogers is using notice-and-access, we are not mailing paper copies of information circulars and annual financial statements to shareholders unless specifically requested.

We are not sending notices of the meeting or proxy forms directly to non-objecting beneficial owners (NOBOs) as permitted under NI 54-101. Instead, we have distributed copies of the notice of meeting to the intermediaries for onward distribution to non-registered shareholders. Intermediaries are required to forward these materials, along with a voting instruction form to all non-registered shareholders for whom they hold shares unless they have waived the right to receive them. We do not pay for intermediaries to deliver proxy-related materials to objecting beneficial owners (OBOs).

Generally, non-registered shareholders who have not waived the right to receive meeting materials will receive a voting instruction form from their intermediary, or its agent on behalf of their intermediary, asking for their voting instructions. Non-registered shareholders who receive materials from their intermediary or their agent should complete the voting instruction form and submit it to them as instructed on the voting instruction form. The intermediary or its agent is responsible for tabulating the voting instructions it receives and providing appropriate instructions to our transfer agent, TSX Trust Company.

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VOTING INFORMATION

How Does a Non-Registered Holder of Class A Shares Give Voting Instructions?

Your representative may have sent to you the notice of meeting, including a voting instruction form signed by the representative. You may provide your voting instructions by filling in the appropriate boxes. Please follow your representative’s instructions for signing and returning the applicable materials. Sometimes you may be allowed to give your instructions by Internet or telephone.

Non-registered holders of Class A Shares who have not duly appointed and registered themselves as proxyholder will not be able to vote at the meeting but will be able to attend the meeting and ask questions. This is because the Company and our transfer agent, TSX Trust Company, do not have a record of the non-registered holders of Class A Shares, and, as a result, will have no knowledge of their shareholdings or entitlement to vote unless they appoint themselves as proxyholder.

How Does a Non-Registered Holder of Class A Shares Vote in Person at the Meeting?

You can request your representative to appoint you, or another person, as its proxyholder. Insert your own name, or the name of your nominee, as proxyholder on the voting instruction form or proxy form you received from your representative and then follow your representative’s instructions. Your intermediary is required to arrange, without expense to you, to appoint you or your nominee as proxyholder in respect of your Class A Shares. An intermediary who receives such instructions at least one business day before the deadline for submission of proxies is required to deposit the proxy within that deadline, in order to appoint the non-registered holder or its nominee as proxyholder.

How Does a Non-Registered Holder of Class A Shares Vote Online at the Meeting?

If you are a non-registered holder of Class A Shares and wish to attend and vote online at the meeting, or have your nominee attend as your proxyholder, you can request your representative to appoint you, or your nominee, as its proxyholder. Insert your own name, or the name of your nominee, as proxyholder on the voting instruction form you received from your representative and then follow your representative’s instructions. YOU MUST also telephone TSX Trust Company at 1.866.751.6315 (within North America) or 416.682.3860 (outside North America), or complete an online form at www.tsxtrust.com/control-number-request, by April 21, 2026, and provide TSX Trust Company with the required information so that TSX Trust Company may register you or your nominee proxyholder, as applicable, and provide you, or your nominee proxyholder with a 13-digit proxyholder control number. Such 13-digit proxyholder control number will allow you or your nominee proxyholder, as applicable, to log in to and vote at the meeting. Without a 13-digit proxyholder control number you or your nominee proxyholder, as applicable, will only be able to log in to the meeting as a guest and will not be able to vote.

Changing Your Mind as a Non-Registered Holder

As a non-registered holder of Class A Shares, you may change your voting instructions or decide to vote at the meeting by giving written notice to your representative. However, your representative may not be able to act unless it receives written notice from you at least seven days before the meeting.

  13

VOTING INFORMATION

How to Attend the Meeting Online

Rogers is holding the meeting as an in-person and online (hybrid) meeting. Attending the meeting online enables registered holders of Class A Shares and duly appointed and registered proxyholders, including non-registered holders of Class A Shares who have duly appointed and registered themselves as proxyholder, to attend the meeting online and ask questions. Registered holders of Class A Shares and duly appointed and registered proxyholders can also vote online at the appropriate times during the meeting.

Guests, including non-registered holders of Class A Shares who have not duly appointed and registered themselves as proxyholder, can log in to the meeting as set out below. Guests can attend the meeting online and ask questions, but are not able to vote.

Log in online at https://meetings.lumiconnect.com/400-843-664-114. We recommend that you log in at least one hour before the meeting starts.

Click “Login” and then enter your 13-digit control number or 13-digit proxyholder control number, as applicable (see below), and Password “rogers2026” (case sensitive).

OR

Click “Guest” and then complete the online form.

Registered shareholders: The control number located on the form of proxy you received is your control number.

Duly appointed and registered proxyholders: TSX Trust Company will provide the proxyholder with a 13-digit proxyholder control number after the proxy voting deadline has passed and the proxyholder has been duly appointed AND registered as described above.

If you attend the meeting online, it is important that you are connected to the internet at all times during the meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the meeting. You should allow ample time to check into the meeting online and complete the related procedure.

How Votes are Counted

Class A Shares

Each Class A Share is entitled to 50 votes on a poll.

Restrictions on the Transfer, Voting, Ownership, and Issue of Shares

We have ownership interests in several Canadian entities licensed or authorized to operate under applicable communications laws (the Laws) including the:

• Telecommunications Act (Canada);

• Broadcasting Act (Canada); and

• Radiocommunication Act (Canada).

The Laws have foreign ownership limits (the Limits) for various classes of licensed or authorized entities. You can obtain a copy of the Limits from our Corporate Secretary.

  14 2026 MANAGEMENT INFORMATION CIRCULAR

VOTING INFORMATION

The Laws also impose a number of restrictions on changes in effective control of licensees or authorized entities, and the transfer of licences held by them. Our Articles therefore impose restrictions on the issue and transfer of our shares and the exercise of voting rights to ensure that we, and any Canadian corporation in which we have any interest, are:

• qualified to hold or obtain any telecommunications, cable television, or broadcasting licenses or authorized to operate a similar entity under the Laws; and

• not in breach of the Laws or any licences issued to us or to any of our Canadian subsidiaries, associates, or affiliates under the Laws.

If our Board of Directors (the Board) considers that our ability or our subsidiaries’ abilities to hold and obtain licenses, or to remain in compliance with the Laws, may be in jeopardy, the Board may invoke the restrictions in our Articles on the transfer, voting, and issuance of our shares.

Outstanding Shares and Main Shareholders

On February 20, 2026, 111,148,720 Class A Shares and 429,076,558 Class B Non-Voting Shares were issued and outstanding. Voting control of RCI is held by the Rogers Control Trust and, as a result, the Rogers Control Trust is able to elect all members of the Board and to control the vote on most matters submitted to shareholders, whether through a shareholder meeting or a written consent resolution. The information below regarding the Rogers Control Trust and the estate arrangements of the late Ted Rogers has been provided to RCI by representatives of the estate.

The trustee of the Rogers Control Trust (the Trustee) is the trust company subsidiary of a Canadian chartered bank and members of the family of the late Ted Rogers are beneficiaries. As at February 20, 2026, the Rogers Control Trust and private Rogers family holding companies controlled by the Rogers Control Trust together owned 108,403,398 Class A Shares, representing approximately 97.53% of the outstanding Class A Shares, and 38,938,700 Class B Non-Voting Shares, representing approximately 9.08% of the outstanding Class B Non-Voting Shares.

The Rogers Control Trust holds voting control of RCI for the benefit of successive generations of the family of the late Ted Rogers. The equity of the private Rogers family holding companies is owned by members of the Rogers family and trusts for their benefit.

The governance structure of the Rogers Control Trust comprises the Control Trust Chair, the Control Trust Vice-Chair, the Trustee, and a committee of advisors appointed in accordance with the estate arrangements from among members of the Rogers family, individual trustees of a trust for the benefit of Rogers family members, and other individuals (the Advisory Committee).

The Control Trust Chair has responsibility under the estate arrangements as representative of the controlling shareholder. The Control Trust Chair’s duties also include liaising with Rogers family members and the voting of proxies in respect of the Class A Shares held by the private Rogers family holding companies. The Control Trust Chair has the duty to vote the proxies on the election of directors of RCI and to approve, disapprove, or otherwise use reasonable efforts to influence other matters affecting RCI, in each case in his or her discretion, subject to the obligations imposed on the Control Trust Chair under the estate arrangements and the authority of the Advisory Committee as described in more detail below. The Control Trust Vice-Chair assists the Control Trust Chair in the performance of his or her duties. Both the Control Trust Chair and the Control Trust Vice-Chair are accountable to the Advisory Committee. Currently, Edward S. Rogers is the Control Trust Chair and Melinda M. Rogers-Hixon is the Control Trust Vice-Chair.

  15

VOTING INFORMATION

The Control Trust Chair is obligated to vote the proxies in respect of the Class A Shares held by the private Rogers family holding companies so as to elect as directors of RCI those individuals who are willing to serve as RCI directors and who are serving from time to time as Control Trust Chair, Control Trust Vice-Chair, individual trustees of a trust for the benefit of Rogers family members, and the chief executive officer of the private Rogers family holding companies.

The Control Trust Chair is also obligated to use reasonable efforts to procure the appointment of the Control Trust Chair to the Finance and Nominating Committees of the Board (with the Control Trust Chair appointed as chair of these committees). In addition, the estate arrangements provide that the Control Trust Chair should be a senior officer of RCI, such as the Chair or Deputy Chair of the Board, or a member of senior management of RCI.

The Advisory Committee is responsible for the appointment and removal of the Control Trust Chair and the Control Trust Vice-Chair (with preference being given to members of the Rogers family in accordance with the order of priority set out in the estate arrangements), the approval on behalf of the Rogers Control Trust of certain significant transactions affecting RCI, including any transaction that would result in a change of control of RCI or any of its material subsidiaries or the sale by any of them of all or substantially all of its assets, or the acquisition by any of them of significant assets, and the imposition of conditions, if any, on the voting of proxies by the Control Trust Chair. Decisions of the Advisory Committee generally require approval by two-thirds of its members and the concurrence of the Trustee. The current members of the Advisory Committee are: Lisa A. Rogers, Edward S. Rogers, Melinda M. Rogers-Hixon, Martha L. Rogers, and David A. Robinson (Rogers family members); Robert G. Reeves and John H. Tory (trustees of a trust for the benefit of Rogers family members); and Jan L. Innes, David P. Miller, and Thomas A. Turner.

The Trustee is responsible for the administration of the Rogers Control Trust. Its responsibilities include appointing individuals as Control Trust Chair, Control Trust Vice-Chair, and Advisory Committee members in accordance with the estate arrangements, executing proxies in favour of the Control Trust Chair, imposing conditions on the voting of proxies as directed by the Advisory Committee, and preparing reports for the Advisory Committee on the stewardship of the Control Trust Chair and the performance of the Rogers group of companies.

The Rogers Control Trust satisfies the Limits that apply to RCI and its regulated subsidiaries.

Restricted Share Disclosure

Holders of Class B Non-Voting Shares are entitled to receive notice of and to attend meetings of our shareholders, but, except as required by law or as stipulated by stock exchanges, are not entitled to vote at such meetings. If an offer is made to purchase outstanding Class A Shares, there is no requirement under applicable law or the Company’s constating documents that an offer be made for the outstanding Class B Non-Voting Shares and there is no other protection available to holders of Class B Non-Voting Shares under the Company’s constating documents. If an offer is made to purchase both Class A Shares and Class B Non-Voting Shares, the offer for the Class A Shares may be made on different terms than the offer to the holders of Class B Non-Voting Shares.

Further information as to our capital structure is contained in Note 28 to our 2025 Audited Consolidated Financial Statements.

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Business of the Meeting

1. Election of Directors

In accordance with our Articles, the Board has set the number of directors to be elected at the meeting at 14. All of the current directors retire at the meeting but are eligible for re-election. Unless their office is vacated in accordance with applicable laws or the Articles, each director elected at the meeting will hold office until the next annual general meeting of the shareholders of the Company or until their successor is elected or appointed.

Holders of Class A Shares vote for individual directors. The Board has adopted a majority voting policy, a copy of which is available on the Company’s website under “Articles & Corporate Governance” at about.rogers.com/investor-relations/corporate-governance.

We do not currently have a mandatory retirement policy for our directors. The management representatives named in the enclosed proxy form intend (subject to contrary instructions) to vote FOR the election of the 14 proposed nominees.

Director Diversity Snapshot

At Rogers, we have a winning and inclusive culture that embraces the diversity of our employees and the customers we serve. We recognize that an environment that values diversity of thought, background, skills, and experience is a factor that promotes innovation and performance.

Rogers is committed to gender diversity and a strong representation of women at all levels of the organization, including at the Board level. Rogers seeks to ensure gender diversity is an important consideration when identifying and assessing potential candidates for a position on the Board. The Nominating Committee reviews the Board’s composition and anticipated vacancies with the objectives of this commitment in mind. Although the Board has not adopted strict targets for the representation of women on the Board, the Nominating Committee considers gender diversity in its selection, interview, and assessment of potential director candidates, recognizing the benefits of having a Board representing different perspectives.

10 of 14

Director Nominees are Independent

The charts below provide information relating
to the representation, tenure, and age of our
14 nominated directors.

Outside of gender, two Directors belong to BIPOC groups.

The average Director tenure is 4.71 years.

The average Director age is 63.

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BUSINESS OF THE MEETING

The Proposed Nominees

This section provides information on each person nominated by management for election as a director.

				Michael J. Cooper  Director Since 2021
				Top Skills and Experience1: CEO/Senior Management, Corporate Social Responsibility, Human Resources, Outside Boards
	Age: 65 Toronto, Ontario, Canada Independent				Mr. Cooper is the President and Chief Responsible Officer of Dream Unlimited Corp. and founder of Dream Asset Management Corporation (DAM). He is also the Chair and Chief Executive Officer of Dream Office Real Estate Investment Trust. Mr. Cooper helped found DAM in 1996 and continues to lead the business as President and Chief Responsible Officer. Mr. Cooper was also involved in the formation of Dream Global Real Estate Investment Trust, previously a TSX-listed real estate investment trust, the assets and subsidiaries of which were sold in 2019. Mr. Cooper holds a LL.B from the University of Western Ontario and a M.B.A. from York University.

Board/Committee Membership		Attendance 2025								Public Board Memberships (Exchange:Symbol)
Board			7 of 7				100%			Dream Industrial Real Estate
Pension			3 of 3				100%			Investment Trust
Combined Total			10 of 10				100%			(TSX: DIR)
										Dream Unlimited Corp.
										(TSX: DRM)
										Dream Office Real Estate Investment Trust
										(TSX: D)

Equity Ownership
Year		Class A Shares2					Class B Non-Voting Shares2					Deferred Share Units2					Restricted Share Units2					Total Equity Owned2					Minimum Shareholding Requirements Satisfied3
2025				Nil					Nil					5,768					2,578					8,346					Yes	4
2026				Nil					Nil					6,035					5,278					11,313					Yes	4
Change				—					—					267					2,700					2,967

Voting Results of the Annual General Meeting of Shareholders held April 23, 2025:
		Voted for				Withheld				Total Voted
Number of Class A Shares voted			108,532,163				32,331				108,564,494
Percentage of votes			99.970	%			0.030	%			100	%

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BUSINESS OF THE MEETING

				Trevor English   Director Since 2023
				Top Skills and Experience1: CEO/Senior Management, Finance/M&A/Strategy, Telecommunications/Media, Government/Regulatory Affairs
	Age: 51 Calgary, Alberta, Canada Independent				Mr. English has been a director of RCI since April 2023. Mr. English has over 25 years of experience in corporate finance, mergers & acquisitions, investor relations, business development and financial analysis. Mr. English joined the Shaw Family Group in April 2023 and currently holds the position of Chief Investment Officer. He also serves on the Board of Directors of Auctus Property Fund GP. Mr. English served as Executive Vice President, Chief Financial & Corporate Development Officer of Shaw Communications Inc. (Shaw) from May 2018 until prior to Shaw’s acquisition by Rogers in April 2023. Previously, Mr. English served as Shaw’s Executive Vice President, Chief Strategy and Business Development Officer from March 2016 to May 2018. Prior to joining Shaw in 2004, he worked for CIBC World Markets Inc. in Canada and the United Kingdom, commencing in 1997. Mr. English holds a B.Comm from the University of Calgary and a Chartered Financial Analyst designation.

Board/Committee Membership		Attendance 2025								Public Board Memberships (Exchange:Symbol)
Board			7 of 7				100%			Nil
Audit and Risk			5 of 5				100%
Pension			3 of 3				100%
Sustainability and Social Impact			3 of 3				100%
Combined Total			18 of 18				100%

Equity Ownership
Year		Class A Shares2					Class B Non-Voting Shares2					Deferred Share Units2					Restricted Share Units2					Total Equity Owned2					Minimum Shareholding Requirements Satisfied3
2025				–					4,877					4,217					4,753					13,847					Yes	4
2026				Nil					4,877					4,412					10,812					20,101					Yes
Change				–					–					195					6,059					6,254

Voting Results of the Annual General Meeting of Shareholders held April 23, 2025:
		Voted for				Withheld				Total Voted
Number of Class A Shares voted			108,526,451				38,043				108,564,494
Percentage of votes			99.965	%			0.035	%			100	%

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BUSINESS OF THE MEETING

				Ivan Fecan  Director Since 2021
				Top Skills and Experience1: CEO/Senior Management, Finance/M&A/Strategy, Human Resources, Telecommunications/Media
	Age: 72 Vancouver, British Columbia, Canada Independent				Mr. Fecan is a Canadian media executive and producer. He was the President and CEO of Baton Broadcasting and its successors, CTV Inc. and CTVglobemedia, from 1996 to 2011. Previously, he was VP of English TV at the CBC, VP of Creative Affairs at NBC, News Director at Citytv, and a CBC Radio Producer. Most recently he was the Executive Chair of Thunderbird Entertainment Group Inc., and produced Kim’s Convenience for CBC and Netflix. Mr. Fecan serves on the Board of Directors of the University Health Network Foundation, and is a Trustee Emeritus at the Art Gallery of Ontario. Mr. Fecan holds a B.A. from York University, and has two Honorary Doctorates.

Board/Committee Membership		Attendance 2025								Public Board Memberships (Exchange:Symbol)
Board			7 of 7				100%			Nil
Audit and Risk			5 of 5				100%
Corporate Governance			2 of 2				100%
Human Resources			5 of 5				100%
Combined Total			19 of 19				100%

Equity Ownership
Year		Class A Shares2					Class B Non-Voting Shares2					Deferred Share Units2					Restricted Share Units2					Total Equity Owned2					Minimum Shareholding Requirements Satisfied3
2025				1,000					10,000					12,365					5,129					28,494					Yes
2026				1,000					10,000					12,937					6,399					30,336					Yes
Change				–					–					572					1,270					1,842

Voting Results of the Annual General Meeting of Shareholders held April 23, 2025:
		Voted for				Withheld				Total Voted
Number of Class A Shares voted			108,546,677				17,817				108,564,494
Percentage of votes			99.984	%			0.016	%			100	%

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BUSINESS OF THE MEETING

				Robert J. Gemmell  Director Since 2017
				Top Skills and Experience1: CEO/Senior Management, Finance/M&A/Strategy, Human Resources, Outside Boards
	Age: 69 Oakville, Ontario, Canada Independent				Mr. Gemmell was appointed Lead Director of the Company in November 2021. Now retired, Mr. Gemmell spent 25 years as an investment banker in the United States and in Canada. Most recently, he was President and Chief Executive Officer of Citigroup Global Markets Canada and its predecessor companies (Salomon Brothers Canada and Salomon Smith Barney Canada) from 1996 to 2008. In addition, he was a member of the Global Operating Committee of Citigroup Global Markets from 2006 to 2008. Mr. Gemmell holds a B.A. from Cornell University, a LL.B from Osgoode Hall Law School, and a M.B.A. from the Schulich School of Business.

Board/Committee Membership		Attendance 2025								Public Board Memberships (Exchange:Symbol)
Board			7 of 7				100%			Nil
Audit and Risk			5 of 5				100%
Corporate Governance			2 of 2				100%
Executive7			–   –				–
Finance			4 of 4				100%
Nominating			3 of 3				100%
Combined Total			21 of 21				100%

Equity Ownership
Year		Class A Shares2					Class B Non-Voting Shares2					Deferred Share Units2					Restricted Share Units2					Total Equity Owned2					Minimum Shareholding Requirements Satisfied3
2025				–					35,000					36,879					6,059					77,938					Yes
2026				Nil					35,000					38,584					14,137					87,721					Yes
Change				–					–					1,705					8,078					9,783

Voting Results of the Annual General Meeting of Shareholders held April 23, 2025:
		Voted for				Withheld				Total Voted
Number of Class A Shares voted			108,546,672				17,822				108,564,494
Percentage of votes			99.984	%			0.016	%			100	%

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BUSINESS OF THE MEETING

				Jan L. Innes  Director Since 2021
				Top Skills and Experience1: CEO/Senior Management, Corporate Social Responsibility, Government/Regulatory Affairs, Outside Boards
	Age: 69 Toronto, Ontario, Canada Independent				Ms. Innes is a Board member and public affairs specialist. Ms. Innes spent most of her career at Rogers Communications. She joined Rogers in 1995 as Vice President, Communications, and in 2011 became Vice President, Government Relations. Ms. Innes retired from Rogers in 2015. Prior to joining Rogers, Ms. Innes was Vice President of Public Affairs at Unitel Communications Inc. Previously, Ms. Innes held senior political staff positions at both Queen’s Park in Toronto and Parliament Hill in Ottawa. Ms. Innes is the Chair of the Board of Directors of the Rogers Group of Funds. She also is on the Board of Directors of Syndeo Institute at The Cable Center. Ms. Innes holds a B.A. (Honours) from the University of Toronto and in 2014, she completed the Directors Education Program at the Rotman School of Management, receiving the ICD.D designation.

Board/Committee Membership		Attendance 2025								Public Board Memberships (Exchange:Symbol)
Board			7 of 7				100%			Nil
Human Resources			5 of 5				100%
Nominating			3 of 3				100%
Pension			3 of 3				100%
Sustainability and Social Impact			3 of 3				100%
Combined Total			21 of 21				100%

Equity Ownership
Year		Class A Shares2					Class B Non-Voting Shares2					Deferred Share Units2					Restricted Share Units2					Total Equity Owned2					Minimum Shareholding Requirements Satisfied3
2025				–					969					7,376					2,578					10,923					Yes	4
2026				Nil					969					7,717					5,278					13,964					Yes
Change				–					–					341					2,700					3,041

Voting Results of the Annual General Meeting of Shareholders held April 23, 2025:
		Voted for				Withheld				Total Voted
Number of Class A Shares voted			108,558,392				6,102				108,564,494
Percentage of votes			99.994	%			0.006	%			100	%

  22 2026 MANAGEMENT INFORMATION CIRCULAR

BUSINESS OF THE MEETING

				Diane A. Kazarian FCPA, CPA, CPA (US)  Director Since 2024
				Top Skills and Experience1: CEO/Senior Management, Human Resources, Outside Boards, Professional Services
	Age: 64 Toronto, Ontario, Canada Independent				Ms. Kazarian was previously the first female Managing Partner of the Greater Toronto Area at PwC and a member of PwC’s Leadership Team. Reporting directly to the Chief Executive Officer, Ms. Kazarian led PwC’s largest market in Canada and managed a team of approximately 300 partners and 4,000 individuals. In addition to the public board memberships below, Ms. Kazarian is Chair of the Board of Directors of St. Joseph’s Health Centre Foundation and sits on the Boards of Directors of OMERS Administration Corporation, Unity Health Toronto, MaRS Discovery District and Bryant University. Ms. Kazarian holds a BSBA from Bryant University. She is a Fellow Chartered Professional Accountant (FCPA), a Chartered Professional Accountant (CPA), and a Certified Public Accountant (CPA (US)) in the United States. Ms. Kazarian has received the Certified Director designation (ICD.D) from the Institute of Corporate Directors and the Global Competent Boards ESG designation (GCB.D).

Board/Committee Membership		Attendance 2025								Public Board Memberships (Exchange:Symbol)
Board			7 of 7				100%			Choice Properties REIT
Audit and Risk			5 of 5				100%			(TSX: CHP.UN)
Human Resources			5 of 5				100%			Gibson Energy Inc.
Combined Total			17 of 17				100%			(TSX: GEI)

Equity Ownership
Year		Class A Shares2					Class B Non-Voting Shares2					Deferred Share Units2					Restricted Share Units2					Total Equity Owned2					Minimum Shareholding Requirements Satisfied3
2025				Nil					3,750					–					4,669					8,419					Yes	4
2026				Nil					5,982					–					10,597					16,579					Yes
Change				–					2,232					–					5,928					8,160

Voting Results of the Annual General Meeting of Shareholders held April 23, 2025:
		Voted for				Withheld				Total Voted
Number of Class A Shares voted			108,559,466				3,032				108,564,494
Percentage of votes			99.995	%			0.003	%			100	%

  23

BUSINESS OF THE MEETING

				Dr. Mohamed Lachemi  Director Since 2022
				Top Skills and Experience1: CEO/Senior Management, Government/Regulatory Affairs, Public Sector, Technology/IT
	Age: 63 Toronto, Ontario, Canada Independent				Dr. Lachemi has been President and Vice-Chancellor of Toronto Metropolitan University (TMU) since April 2016. Since joining TMU in 1998 as professor of engineering, Dr. Lachemi has served in progressively senior roles, including Dean of the Faculty of Engineering and Architecture Science, and Provost (COO) and Vice President Academic. Dr. Lachemi is a recipient of the Order of Ontario and the King Charles III Coronation Medal, a Fellow of the Canadian Society for Civil Engineering and a Fellow of the Canadian Academy of Engineering. Dr. Lachemi also serves as a board Vice-Chair of WUSC (World University Service of Canada), a Board member of DMZ Ventures and GTAA (Greater Toronto Airports Authority), and he is a Rogers representative on the Cultural Sponsorship Program Board of Directors. He is past Chair of the Council of Ontario Universities and COU Holding Association Inc. and was a member of the NRC Council from 2018 to 2021. Dr. Lachemi holds a M.A.Sc. and Ph.D. from the University of Sherbrooke and a B.Sc. in Civil Engineering from the University of Science and Technology of Oran, Algeria. In 2021, he completed the Directors Education Program at the Rotman School of Management, receiving the ICD.D designation.

Board/Committee Membership		Attendance 2025								Public Board Memberships (Exchange:Symbol)
Board			7 of 7				100%			Nil
Corporate Governance			2 of 2				100%
Pension			3 of 3				100%
Combined Total			12 of 12				100%

Equity Ownership
Year		Class A Shares2					Class B Non-Voting Shares2					Deferred Share Units2					Restricted Share Units2					Total Equity Owned2					Minimum Shareholding Requirements Satisfied3
2025				–					–					5,768					2,787					8,555					Yes	4
2026				–					–					6,035					6,749					12,784					Yes
Change				–					–					267					3,962					4,229

Voting Results of the Annual General Meeting of Shareholders held April 23, 2025:
		Voted for				Withheld				Total Voted
Number of Class A Shares voted			108,548,404				16,090				108,564,494
Percentage of votes			99.985	%			0.015	%			100	%

  24 2026 MANAGEMENT INFORMATION CIRCULAR

BUSINESS OF THE MEETING

				David A. Robinson5  Director Since 2022
				Top Skills and Experience1: CEO/Senior Management, Financial Services, Technology/IT, Telecommunications/Media
	Age: 60 Toronto, Ontario, Canada Independent				Mr. Robinson joined Rogers in 1990 and served in progressively more senior roles over his 30-year career at the Company. From August 2015 to June 2019, Mr. Robinson served as President and Chief Executive Officer of Rogers Bank. As SVP, Financial Services, Rogers Communications from 2014 to 2015, Mr. Robinson provided executive sponsorship for financial services efforts at Rogers, including Rogers Bank, the Today’s Shopping Choice private label credit card program, as well as the Company’s investments in its mobile-payment joint ventures, Enstream and Suretap. As VP Emerging Businesses at Rogers Communications from 2009 to 2014, Mr. Robinson developed the business plan and led the team that applied for Rogers’ banking licence. As VP, Business Implementation, CTO Office, Rogers Communications from 2003 to 2007, Mr. Robinson co-founded the shared network joint venture Inukshuk Wireless Partnership. Mr. Robinson was also one of the earliest leaders in the nascent days of mobile data at Rogers Wireless from 2000 to 2003, including developing the first business plan for monetization of the then-new GPRS-based packet-data network. From 1990 to 2000, Mr. Robinson held various roles at the Company, including VP, Financial Planning and Investor Relations. Mr. Robinson is a member of the Advisory Committee of the Rogers Control Trust8, a member of the Rogers Bank Board of Directors, and he recently rejoined the Enstream Board of Directors which is now focused on digital identity and fraud reduction services. Mr. Robinson holds a B.A. (Honours) from Queen’s University, a M.B.A. from the University of Western Ontario, and an ICD.D designation from the Institute of Corporate Directors.

Board/Committee Membership		Attendance 2025								Public Board Memberships (Exchange:Symbol)
Board			7 of 7				100%			Mobi724 Global Solutions Inc.
Executive7			–   –				–			(TSXV: MOS)
Human Resources			5 of 5				100%
Nominating			3 of 3				100%
Combined Total			15 of 15				100%

Equity Ownership
Year		Class A Shares2					Class B Non-Voting Shares2					Deferred Share Units2					Restricted Share Units2					Total Equity Owned2					Minimum Shareholding Requirements Satisfied3
2025				–					5,934					5,768					2,963					14,665					Yes
2026				–					5,934					6,035					6,267					18,236					Yes
Change				–					–					267					3,304					3,571

Voting Results of the Annual General Meeting of Shareholders held April 23, 2025:
		Voted for				Withheld				Total Voted
Number of Class A Shares voted			108,547,451				17,043				108,564,494
Percentage of votes			99.984	%			0.016	%			100	%

  25

BUSINESS OF THE MEETING

				Edward S. Rogers9  Director Since 1997
				Top Skills and Experience1: CEO/Senior Management, Finance/M&A/Strategy, Outside Boards, Telecommunications/Media
	Age: 56 Toronto, Ontario, Canada Non-Independent				Mr. Rogers is the Executive Chair of RCI. Prior to becoming Chair in January 2018, Mr. Rogers was the Deputy Chair of RCI. Mr. Rogers is also Chair of Rogers Bank, Chair of the Toronto Blue Jays, and Chair of Maple Leaf Sports & Entertainment. He is the Rogers Control Trust Chair8. Mr. Rogers served in various management positions at Rogers Communications for over twenty years, including as President & CEO of Rogers Cable Inc. from 2003 to 2009. After graduating from the University of Western Ontario, Mr. Rogers spent three years with Comcast Corporation. Mr. Rogers was a member of the Economic Council of Canada from 2010 to 2013. Mr. Rogers is a 2025 Order of Ontario appointee.

Board/Committee Membership		Attendance 2025								Public Board Memberships (Exchange:Symbol)
Board			7 of 7				100%			Nil
Executive7			–    –				–
Finance			4 of 4				100%
Nominating			3 of 3				100%
Combined Total			14 of 14				100%

Equity Ownership
Year		Class A Shares2					Class B Non-Voting Shares2					Deferred Share Units2					Restricted Share Units2					Total Equity Owned2					Minimum Shareholding Requirements Satisfied3
2025				6,575					2,088,661					–					61,252					2,156,488					Yes
2026				6,575					3,043,855					–					126,857					3,177,287					n/a	*
Change				–					955,194					–					65,605					1,020,799

 * Mr. Rogers is subject to share ownership requirements in his capacity as an employee of the Company. See “Share Ownership Requirements” under “Compensation Risk Oversight and Governance” below.

Voting Results of the Annual General Meeting of Shareholders held April 23, 2025:
		Voted for				Withheld				Total Voted
Number of Class A Shares voted			108,531,803				32,691				108,564,494
Percentage of votes			99.970	%			0.030	%			100	%

  26 2026 MANAGEMENT INFORMATION CIRCULAR

BUSINESS OF THE MEETING

				Lisa A. Rogers9  Director Since 2023
				Top Skills and Experience1: CEO/Senior Management, Finance/M&A/Strategy, Outside Boards, Telecommunications/Media
	Age: 58 Victoria, British Columbia, Canada Non-Independent				Ms. Rogers has been a director of RCI since April 26, 2023. She is the Founder, President and CEO of The Annual Foundation, a private foundation focused predominantly on supporting smaller Canadian charitable organizations and those located outside of the major Canadian centres. Ms. Rogers is a member of the Advisory Committee of the Rogers Control Trust8. She has previously served on the Board of Directors for Rogers Broadcasting (now Rogers Media) and worked as a Business Development Analyst for Rogers Cablesystems Limited. Ms. Rogers has a B.A. from the University of Western Ontario, a graduate diploma from The London School of Economics and Political Science, and a M.B.A. from Bayes Business School (City University, in London).

Board/Committee Membership		Attendance 2025								Public Board Memberships (Exchange:Symbol)
Board			7 of 7				100%			Nil
Sustainability and Social Impact			3 of 3				100%
Combined Total			10 of 10				100%

Equity Ownership
Year		Class A Shares2					Class B Non-Voting Shares2					Deferred Share Units2					Restricted Share Units2					Total Equity Owned2					Minimum Shareholding Requirements Satisfied3
2025				15,000					599,889					1,914					4,637					621,440					Yes
2026				15,000					599,889					2,003					10,436					627,328					Yes
Change				–					–					89					5,799					5,888

Voting Results of the Annual General Meeting of Shareholders held April 23, 2025:
		Voted for				Withheld				Total Voted
Number of Class A Shares voted			108,550,069				19,368				108,564,494
Percentage of votes			99.987	%			0.018	%			100	%

  27

BUSINESS OF THE MEETING

				Bradley S. Shaw  Director Since 2023
				Top Skills and Experience1: CEO/Senior Management, Finance/M&A/Strategy, Outside Boards, Telecommunications/Media
	Age: 61 Calgary, Alberta, Canada Non-Independent				Mr. Shaw has been a director of RCI since April 2023. Mr. Shaw served as Chief Executive Officer of Shaw Communications Inc. (Shaw) from November 2010 to April 3, 2023. He was also the Executive Chair of the Board of Directors of Shaw and Chair of the Executive Committee from March 2020 to April 3, 2023. Mr. Shaw led the transformation of Shaw from a Western-based cable company to a leading Canadian connectivity company. He was instrumental in building Shaw Direct into one of North America’s leading direct-to-home satellite television providers and he played a key role in the launch of Shaw’s digital home phone service in 2005. Mr. Shaw is Chair of the Shaw Family Living Trust and a director of several private companies. Mr. Shaw is a director of Shaw Family Foundation and managing director of The HOP Foundation, both non-profit organizations. Mr. Shaw sits on the Patrons’ Council of the Alberta Children’s Hospital Foundation.

Board/Committee Membership		Attendance 2025								Public Board Memberships (Exchange:Symbol)
Board			6 of 7				86%			Nil
Finance			3 of 4				75%
Combined Total			9 of 11				82%

Equity Ownership

Year

Class A Shares2

Class B Non-Voting Shares2

Deferred Share Units2

Restricted Share Units2

Total Equity Owned2

Minimum Shareholding Requirements Satisfied3

2025

–

3,786,823

–

–

3,786,823

Yes

2026

–

3,786,823

–

1,033

3,787,856

Yes

Change

–

–

–

1,033

1,033

Voting Results of the Annual General Meeting of Shareholders held April 23, 2025:
		Voted for				Withheld				Total Voted
Number of Class A Shares voted			108,546,960				17,534				108,564,494
Percentage of votes			99.984	%			0.016	%			100	%

  28 2026 MANAGEMENT INFORMATION CIRCULAR

BUSINESS OF THE MEETING

				Wayne Sparrow  Director Since 2024
				Top Skills and Experience1: Corporate Social Responsibility, Government/Regulatory Affairs, Outside Boards, Public Sector
	Age: 61 Vancouver, British Columbia, Canada Independent				Chief Wayne Sparrow has served as elected chief of Musqueam Indian Band since 2012. Prior to that, Chief Sparrow served as an elected councillor of Musqueam Indian Band, starting in 1995. Chief Sparrow is Chair of Musqueam Capital Corporation (MCC), the economic development arm of Musqueam, and he sits on the Musqueam Fisheries Commission, which he chaired from 2000-2020. During his time as chief, the MST Development Corporation (MSTDC), a business partnership between Musqueam, Squamish and Tsleil-Waututh Nations, has acquired substantial property holdings of over 20 million square feet, including the Jericho Lands and Heather Lands. Chief Sparrow leads Musqueam in signing precedent-setting agreements that renew and strengthen relationships between Musqueam, neighbouring First Nations, governments, industry and other partners. Under Chief Sparrow’s leadership, Musqueam signed a 30-year agreement with the Vancouver International Airport in 2017, and in 2021 it signed a relationship agreement with the Vancouver Fraser Port Authority. These agreements recognize Musqueam’s ongoing stewardship of their lands and waters, and prioritize economic, education and training opportunities for members. In 2022, Chief Sparrow was awarded the Rix Award for Engaged Community Citizenship from the Greater Vancouver Board of Trade for his work advancing economic reconciliation and supporting youth and adult athletic programs.

Board/Committee Membership		Attendance 2025								Public Board Memberships (Exchange:Symbol)
Board			7 of 7				100%			Nil
Sustainability and Social Impact			3 of 3				100%
Combined Total			10 of 10				100%

Equity Ownership

Year

Class A Shares2

Class B Non-Voting Shares2

Deferred Share Units2

Restricted Share Units2

Total Equity Owned2

Minimum Shareholding Requirements Satisfied3

2025

–

–

–

2,578

2,578

Yes

4

2026

–

–

–

5,278

5,278

Yes

4

Change

–

–

–

2,700

2,700

Voting Results of the Annual General Meeting of Shareholders held April 23, 2025:
		Voted for				Withheld				Total Voted
Number of Class A Shares voted			108,554,594				9,900				108,564,494
Percentage of votes			99.991	%			0.009	%			100	%

  29

BUSINESS OF THE MEETING

				Tony Staffieri  Director Since 2022
				Top Skills and Experience1: CEO/Senior Management, Finance/M&A/Strategy, Technology/IT, Telecommunications/Media
	Age: 61 Toronto, Ontario, Canada Non-Independent				Mr. Staffieri has served as President and Chief Executive Officer of Rogers Communications since January 2022. He first joined the Company as Chief Financial Officer in April 2012. Since becoming CEO, he has delivered industry-leading growth in wireless. He has closed and completed the Rogers-Shaw merger and Rogers is now Canada’s largest cable company. He completed a landmark deal to acquire the National Hockey League rights for the next 12 years, with Sportsnet as Canada’s number one sports media brand. Under his leadership, Rogers has also become the majority owner of Maple Leaf Sports & Entertainment (MLSE) and is now a global sports leader. Mr. Staffieri is leading the Company through transformative change while continuing to lead the industry on key financial and operating metrics. He is an Honorary board member of Toronto Metropolitan University Board of Governors, serves as Deputy Chair of the board at MLSE, and serves on the Board of Directors of CableLabs.

Board/Committee Membership		Attendance 2025								Public Board Memberships (Exchange:Symbol)
Board			7 of 7				100%			Nil
Combined Total			7 of 7				100%

Equity Ownership
Year		Class A Shares2					Class B Non-Voting Shares2					Deferred Share Units2					Restricted Share Units2					Total Equity Owned2					Minimum Shareholding Requirements Satisfied3
2025				Nil					2,752					321,965					63,429					388,146					n/a	*
2026				Nil					3,480					479,380					38,374					521,234					n/a	*
Change				–					728					157,415					(25,055	)				133,088

 * Mr. Staffieri is subject to share ownership requirements in his capacity as an employee of the Company. See “Share Ownership Requirements” under “Compensation Risk Oversight and Governance” below.

Voting Results of the Annual General Meeting of Shareholders held April 23, 2025:
		Voted for				Withheld				Total Voted
Number of Class A Shares voted			108,555,484				9,010				108,564,494
Percentage of votes			99.992	%			0.008	%			100	%

  30 2026 MANAGEMENT INFORMATION CIRCULAR

BUSINESS OF THE MEETING

				John H. Tory K.C., O.Ont   Director Since 2024
				Top Skills and Experience1: CEO/Senior Management, Corporate Social Responsibility, Human Resources, Public Sector
	Age: 71 Toronto, Ontario, Canada Independent				Mr. Tory has had a multi-faceted career as a lawyer, chief executive, corporate director, broadcaster and, from 2014 to 2023, he served as Mayor of Toronto. Mr. Tory was previously a director of RCI (2010 to 2014) and the President and Chief Executive Officer of Rogers Cable Inc. (1999 to 2003) and Rogers Media Inc. (1995 to 1999). Prior to that, Mr. Tory was a managing partner of the law firm Torys LLP. Mr. Tory has served as a director of Metro Inc. and Cara Operations, and is a member of the Advisory Committee of the Rogers Control Trust7. Mr. Tory was also the founder and Chair of Civic Action, volunteer Chair and Commissioner of the Canadian Football League, Chair of the Toronto United Way campaign and Chair of three campaigns for St. Michael’s Hospital. He is a member of the Toronto International Film Festival Board of Directors and the Board of Directors of the WoodGreen Foundation. Mr. Tory has a B.A. from the University of Toronto and a LL.B from Osgoode Hall Law School. He is a member of the Order of Ontario.

Board/Committee Membership		Attendance 2025								Public Board Memberships (Exchange:Symbol)
Board			7 of 7				100%			Nil
Corporate Governance6			n/a				n/a
Finance			4 of 4				100%
Combined Total			11 of 11				100%

Equity Ownership
Year		Class A Shares2					Class B Non-Voting Shares2					Deferred Share Units2					Restricted Share Units2					Total Equity Owned2					Minimum Shareholding Requirements Satisfied3
2025				83,200					176,770					–					1,547					261,517					Yes
2026				83,200					176,770					Nil					3,167					263,137					Yes
Change				–					–					–					1,620					1,620

Voting Results of the Annual General Meeting of Shareholders held April 23, 2025:
		Voted for				Withheld				Total Voted
Number of Class A Shares voted			108,545,821				18,673				108,564,494
Percentage of votes			99.983	%			0.017	%			100	%

  31

BUSINESS OF THE MEETING

¹ For further information and definitions, see “Board Skills Matrix”.

² 2026 holdings were as at February 20, 2026; 2025 holdings were as at February 21, 2025.

³ Each non-employee director of the Company is required to own, from the fifth anniversary of their election or appointment to the Board and thereafter until they cease to be a director of the Company, an aggregate of at least 12,000 Class A Shares, Class B Non-Voting Shares, deferred share units, and restricted share units, in any combination. For additional information, see “Share Ownership Requirements”.

⁴ Directors have five years from initial election to the Board to attain the required ownership. For additional information, see “Share Ownership Requirements” under “Director Compensation”.

⁵ On April 22, 2025, while Mr. Robinson was a director of Mobi724 Global Solutions Inc. (Mobi724), Mobi724 filed a Notice of Intention to Make a Proposal under the Bankruptcy and Insolvency Act (Canada). Mobi724 subsequently filed a proposal to its creditors, and the proposal proceedings remain ongoing. A meeting to consider and vote on the notice of proposal to creditors was held on February 26, 2026. On June 30, 2023, while Mr. Robinson was a director of Mobi724, the Autorité des marchés financiers issued a permanent cease trade order against Mobi724 due to Mobi724’s failure to file its annual audited financial statements for the fiscal year ended December 31, 2022. In connection with the cease trade order, the Canadian Investment Regulatory Organization halted the trading of Mobi724 shares. As of the date hereof, an active cease trade order on Mobi724 remains in place.

⁶ Mr. Tory was appointed to the Corporate Governance Committee on March 6, 2025.

⁷ No Executive Committee meetings were held in 2025.

⁸ Voting control of the Company is held by the Rogers Control Trust. For additional information, see “Outstanding Shares and Main Shareholders”.

⁹ Each of Mr. Rogers and Ms. Rogers are immediate family members of each other and members of the family of the late Ted Rogers. For additional information, see “Outstanding Shares and Main Shareholders”.

Each of the proposed nominees is now a director and has been a director since the date indicated above. Information as to shares beneficially owned by each proposed nominee or over which each proposed nominee exercises control or direction, directly or indirectly, not being within our knowledge, has been furnished by the respective proposed nominees individually.

  32 2026 MANAGEMENT INFORMATION CIRCULAR

BUSINESS OF THE MEETING

Board Skills Matrix

We maintain a skills matrix, based on Primary Industry Background and Functional Experience, in which the directors indicate their background and expertise level in areas we think are relevant to the Board for a company like ours. The table below lists the key competencies each director has indicated they possess. All of the directors also have experience in corporate governance.

Knowledge, Skills and Experience

Primary Industry Background

Financial Services1

•

•

•

•

Technology/IT2

•

•

•

•

•

•

Public Sector3

•

•

•

•

•

•

Professional Services4

•

•

•

•

•

Retail5

•

Telecommunications/Media6

•

•

•

•

•

•

•

•

•

Functional Experience

Outside Boards7

•

•

•

•

•

•

•

•

•

•

•

•

•

CEO/Senior Management8

•

•

•

•

•

•

•

•

•

•

•

•

Finance/M&A/Strategy9

•

•

•

•

•

•

•

•

•

•

Government/Regulatory Affairs10

•

•

•

•

•

•

Human Resources11

•

•

•

•

•

•

•

Corporate Social Responsibility12

•

•

•

•

•

•

¹ Experience with, or understanding of, the financial services sector, with particular knowledge of insurance, asset management, or mutual fund operations.

² Experience with, or understanding of, existing and relevant emerging technologies, including information and telecom technology.

³ Experience with, or an understanding of, public sector organizations, including crown corporations or educational institutions.

⁴ Current or past provider of legal, accounting, or other professional services, either in private practice or in-house with a public company or other major organization.

⁵ Experience with, or understanding of, major retail channels.

⁶ Experience with, or understanding of, the telecommunications, media, and/or content industries, including strategic context, market competitors, and business issues facing those industries.

⁷ Current or past director of another public company or a major/operating private company or non-profit organization.

⁸ Current or past CEO, direct report to the CEO, or chair of the board of directors of a public company or other major organization.

⁹ Experience with, or understanding of, investment banking, major corporate transactions, and/or the development and implementation of the strategic direction of a public company or other major organization.

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BUSINESS OF THE MEETING

¹⁰ Experience with, or understanding of, government, relevant government agencies, and public policy, federally and/or provincially.

¹¹ Experience with, or understanding of, executive compensation, leadership development, talent management/retention, and succession planning.

¹² Experience with, or understanding of, corporate responsibility practices and the constituents involved in sustainable development practices.

2. Appointment of Auditors

KPMG LLP was re-appointed at our Annual General Meeting of Shareholders of the Company on April 23, 2025.

Upon the recommendation of the Audit and Risk Committee and approval by the Board, it is proposed that KPMG LLP be re-appointed as auditors of the Company. The management representatives named in the enclosed proxy form intend (subject to contrary instructions) to vote FOR the appointment of KPMG LLP as auditors to act until the next Annual General Meeting.

The following table presents the amount of fees for professional services rendered by KPMG LLP for the audit of the annual financial statements and fees billed for other services rendered by KPMG LLP.

						2025								2024
Auditors’ Fees		$				%				$				%
Audit Fees1			13,409,060				91.0				13,842,168				92.8
Audit-related Fees2			1,119,570				7.6				869,910				5.8
Tax Fees3			201,415				1.4				211,777				1.4
Total			14,730,045				100.0				14,923,855				100.0

¹ Consists of fees related to audits of annual financial statements, involvement with registration statements and other filings with various regulatory authorities, quarterly reviews of interim financial statements, audits and reviews of subsidiaries for statutory or regulatory reporting, and consultations related to accounting matters impacting the consolidated financial statements.

² Consists primarily of pension plan audits, French translation of certain filings with regulatory authorities and other assurance engagements.

³ Consists of fees for tax consultation and compliance services, including indirect taxes.

  34 2026 MANAGEMENT INFORMATION CIRCULAR

Executive Compensation

Human Resources Committee Letter to Shareholders

On behalf of the Human Resources Committee (Committee) and the Board, this letter and report provide an update on our approach to executive compensation, including our achievement for 2025 and related remuneration decisions. The Committee executes “pay-for-performance” compensation to incent and reward the executive team to deliver industry-leading results. In our ongoing commitment to governance, this report includes additional specifics on incentive plans. The current incentive programs are purposely designed to reward both absolute and relative performance that is sustainable over the near and long-term and ultimately align the team to driving shareholder value creation. Further details are provided in the “Compensation Discussion & Analysis” section.

Key Performance Drivers

For 2025, management and the Committee identified key market-leading performance targets in revenue growth and profit underpinned by five key priorities:

		Build the biggest and best networks in the country
		Deliver easy to use, reliable products and services
		Be the first choice for Canadians
		Be a strong national company investing in Canada
		Be the growth leader in the industry

Relentless focus on these five priorities translated to meaningful outcomes across the country, including:

• National Presence: Game-changing launch of Rogers Satellite (a first of its kind and the only Canadian carrier to offer satellite-to-mobile service), renewed our agreement with the National Hockey League (NHL) for the national media rights to NHL games on all platforms in Canada through the 2037-38 season, broadcast the historic 4 Nations Face-Off tournament, and reached an average audience of 10.9 million viewers during Game 7 of the World Series on Sportsnet - the most-watched Rogers broadcast ever;

• Relative Achievement: Consistently outperformed rivals across key value metrics, including achieving industry-leading share of revenue and superior cash flow growth, with best-in-class margins, adjusted EBITDA, and leading full year share price performance across Rogers, Telus, and Bell;

• Innovative Partnerships: Delivered a series of initiatives which individually provided visible innovation proof points and collectively demonstrated leadership including the launch of Rogers Xfinity Storm-Ready WiFi (Canada’s first home Internet back-up solution), became the majority owner of Maple Leaf Sports & Entertainment (MLSE) with a 75% controlling interest, and brought Canadians more options as we work to provide the best entertainment experiences, including Rogers Xfinity StreamSaver and Amazon Luna Cloud Gaming; and

• Future Growth: In an industry with pressure to invest and innovate to provide customers with what they want, more Canadians are choosing Rogers than any other carrier. We invested $3.7 billion in capital, the majority to expand our networks faster than peers, while aggressively

  35

EXECUTIVE COMPENSATION

investing in our existing cable networks to enable best performance. We achieved industry-leading network quality and reliability, with top accolades from independent global testers Opensignal and umlaut: Canada’s most reliable Internet in the past year and Canada’s most reliable 5G network for the seventh consecutive year. Like Cable and Wireless, our Sports and Media business delivered leading growth. We expect to purchase the remaining 25% minority interest in MLSE in 2026, delivering world-class sports and entertainment to all Canadians as part of our core business strategy.

Key Performance Indicators Benchmarking Ranking* Relative to BCE Inc. and Telus Corporation
Total service revenue growth		1st
Adjusted EBITDA growth		1st
Adjusted EBITDA margin		1st
Capital intensity		1st
Free cash flow growth		1st
Mobile phone net additions		1st
Internet net additions		2nd
* Adjusted EBITDA is a total of segments measure. Capital intensity and free cash flow are capital management measures. Adjusted EBITDA margin is a supplementary financial measure. See “Non-GAAP and Other Financial Measures” in our 2025 MD&A for more information about these measures. These are not standardized financial measures under IFRS and might not be comparable to similar financial measures disclosed by other companies.

The decisions outlined in the “Compensation Discussion and Analysis” section reflect these achievements and are designed to both reward for 2025 and to incentivize ongoing performance in 2026 and beyond.

2025 Incentive Awards and Achievements

• Our Short-Term Incentive Plan (STIP) tracks performance across key Financial, Customer and Network metrics. Metrics are numerically based and linked directly to external guidance, ensuring clarity of expectations and further aligning internal interests with those of our shareholders. The Committee established a disciplined approach to target setting, regularly reviewed the strong operational and financial results against commitments, assessed performance, and held team members accountable for their results versus industry-leading targets. Relative to competitors, Rogers delivered industry-leading financial and operational performance, leading in 12 of 13 key value metrics including growth in adjusted EBITDA, free cash flow and total service revenue. Rogers consistently outperformed through 2025 on a relative basis, despite continued headwinds from the federal government’s immigration and regulatory policy and met or exceeded all 2025 financial guidance, including adjusted EBITDA. Cable continued to deliver consistent results along with solid Internet subscriber net additions and growth in adjusted EBITDA, part of the Company’s balanced approach to deliver industry-leading margins. The corporate bonus portion of the plan was approved at 100% for 2025. Recognizing the out-sized contribution of the executive team within the broader micro and

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macroeconomic environments, the Committee approved an award at 100% achievement for the CEO, CFO and President, Group Operations, and 105% payout for the President, Residential.

• Our Long-Term Incentive Plan (LTIP) provides awards of Performance Restricted Share Units (PRSUs) conditional on meeting Board-approved adjusted EBITDA targets. Approved adjusted EBITDA levels were achieved in each of the three years, 2023—2025, and calculated without discretion, resulting in 100% payout of awards made in 2023.

• In 2024, as part of our regular market review to remain competitive on a total target compensation basis, the Committee approved a special one-time LTIP award of PRSUs, with the payout based on adjusted EBITDA achievement, for Messrs. Brandt, Wickramasinghe and Leech. These one-time awards were intended to retain executives who demonstrated their value during a difficult year for our sector. The special LTIP awards vested over two years, with 2025 being the second year and final payout, which was approved at 100%, based on performance. In addition, the 2025 LTIP targets for Messrs. Brandt, Wickramasinghe and Leech were increased to 300% of base pay, based on a total compensation market review and the strong performance of the incumbents. No further one-time awards were granted in 2025.

See additional details provided later in “Compensation Decisions for 2025”.

CEO Compensation and Performance

Mr. Staffieri’s compensation, benefits and pension were set in alignment with the Company’s executive compensation philosophy, including careful review of market positioning for the role and in consideration of industry-leading 2025 performance. The Company met or exceeded its 2025 financial outlook, including total service revenue growth of 6% and free cash flow exceeding $3.3 billion. Under Mr. Staffieri’s leadership, the Company returned its debt leverage ratio back to pre-Shaw levels, well ahead of initial targets, resulting in improvements to the Company’s balance sheet while investing to grow and innovate in the Company’s core businesses. In addition, $1.1 billion in dividends was returned to shareholders, and the Company delivered the best total shareholder return among its national competitors.

Considering these results, and his STIP award being tied 100% to Company performance, Mr. Staffieri’s STIP award was paid out at 100% of target along with an $11,000,000 LTIP award granted by the Committee. The LTIP award recognizes Mr. Staffieri’s outstanding contribution to results that dominate our industry while aligning future payouts with the performance of RCI. Details can be found in the “Summary Compensation Table”.

Executive Chair Compensation and Performance

Mr. Rogers’ compensation consists of base salary, LTIP eligibility, and pension. He does not participate in the Company’s STIP, and his annual LTIP award is set in terms of a number of units rather than a percent of base salary or set dollar value, to best align to the long-term focus of his role. In 2025, Mr. Rogers’ annual base salary was unchanged at $3,000,000 and he was granted an LTIP award of 60,000 Restricted Share Units (RSUs) with a fair market value of $2,422,308 at the time of grant. The CEO and Executive Chair’s LTIP targets will remain unchanged in 2026. Details can be found in the “Summary Compensation Table”.

Succession Planning

The Committee discussed various aspects of succession planning for executive roles, such as the CEO and other critical senior executive roles, at each meeting. In addition, there were full board

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reviews of succession planning two times in the year. These reviews included getting to know key talent, creating tangible developmental moves with defined actions and timing, and forming risk mitigation plans to ensure a strong internal and external pipeline for future growth.

Compensation Programs for 2025

Each year, we review our compensation programs along with our independent consultants, to ensure they are aligned with our priorities and good governance practices while also consistent with relevant market practices.

2025 STIP Design

• In consideration of our focus on “team”, the Committee approved a consistent design with the overall program design remaining unchanged from 2024. Specifically, the STIP was 60% weighted on Company performance (with key value drivers focused on Financial, Customer and Network performance, the specifics of which are competitively sensitive) and 40% weighted on Team performance. The design continued to require threshold achievements for each key performance indicator, including adjusted EBITDA achievement of at least 95%, to receive payouts.

• There is a clear line of sight between our 2025 STIP targets and external shareholder guidance.

• Targets remained numerical with clear underpinning measurements, the details of which are competitively sensitive information.

• We continue to provide executives with the opportunity to receive 0%, 50%, or 100% of their STIP awards in Deferred Share Units (DSUs) to encourage long-term alignment with shareholders. Elections made in December 2025 pertaining to, and in advance of, the 2026 fiscal year, will apply to STIP payouts settled in March 2027.

2025 Long-Term Incentive Plan Design

• As shared last year, the Committee refreshed our 2025 LTIP design metrics to reflect equal weightings of relative total shareholder return (rTSR), measured against the telecom peer group of Bell, Telus and Quebecor, along with adjusted EBITDA (three-year average achievement). Peers were selected based on industry relevance, capital–market comparability, and alignment in underlying investment characteristics. The threshold and maximum of the rTSR metric is set at +/- 10% of the weighted average telecom peer group. For the adjusted EBITDA metric, a minimum of 97% of the market-leading adjusted EBITDA target must be achieved to pay out. Payouts are prorated up to 103% of the target to earn a maximum potential payout of 200% for this metric.

• Continuing with the existing DSU plan, executives can receive 0%, 50%, or 100% of their PRSUs in DSUs. DSUs are subject to the same vesting schedule and performance conditions as applicable to the 2025 PRSU awards. Elections made in December 2025 pertaining to, and in advance of, the 2026 fiscal year, will apply to LTIP awards granted in March 2027.

• Since 2022, NEOs have been able to elect to receive their annual LTIP award in the form of a mix of 50% Stock Options (SOs) and 50% PRSUs, or up to 100% in the form of SOs or PRSUs. In 2025, Mr. Staffieri elected to receive 50% of his LTIP award in SOs and 50% of his LTIP award in PRSUs, to be settled in elective DSUs.

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Looking Forward to 2026

As we look to the year ahead, we remain focused on winning in the market and shaping the future of connectivity, sports, and entertainment for Canadians. Our 2026 outlook outlines strong service revenue growth, along with additional capital efficiency and higher free cash flow. We continue to work with our independent consultants to review our compensation practices and ensure that they provide the right incentives to drive shareholder value in a slow market growth environment.

2026 STIP Design and Targets

• In 2026, the overall program design for NEOs continues to weigh 60% on Company performance and 40% on Team performance.

• Mr. Staffieri’s 2026 STIP target remained unchanged at 125% of annual base salary to ensure appropriate market positioning of his total compensation.

• As a result of a market review of NEO compensation, the STIP target of the CFO and President, Residential will be adjusted to 125% of base salary (up from 100% of base salary) effective March 1, 2026. There were no other changes to 2026 STIP targets.

2026 LTIP Design and Targets

• In 2025, the PRSU design changed to introduce rTSR when compared to Bell, Telus and Quebecor (the telecom industry peer group), alongside our continuing adjusted EBITDA performance metric. This design remains the same in 2026 and aligns payouts with internal and external performance.

• LTIP targets remain unchanged for 2026, and we continue to base awards on market competitiveness and individual performance.

2026 Priorities

The Committee will continue to review the Company’s executive compensation programs and practices on a regular basis to ensure they remain competitive with the external market, and aligned with the business priorities to deliver long-term sustainable value to you, our shareholders.

Conclusion

We are confident our compensation designs provide competitive pay opportunities for our executives, and the outcomes reflect the alignment of pay and performance relative to industry-leading targets, a challenging political environment and a weak economy. On behalf of the Human Resources Committee and the Board, we invite you to review the following sections, which provide more details on our executive compensation programs and pay outcomes for our top executives in 2025. If interested, shareholders can contact the Committee directly to engage on matters related to executive pay at board.matters@rci.rogers.com.

Edward S. Rogers				Ivan Fecan
Executive Chair of the Board				Chair, Human Resources Committee

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Compensation

Discussion & Analysis

This Compensation Discussion & Analysis section describes and explains the Company’s compensation philosophy and objectives and the significant elements of compensation for the Company’s Named Executive Officers (NEOs) during the year ended December 31, 2025.

  CD&A Table of Contents

Executive Summary			40
Human Resources Committee			41
Independent Compensation Advisor			44
Compensation Risk Oversight and Governance			44

Executive Compensation Philosophy and Objectives			47
Compensation Decisions for 2025			53
Performance Graph			61

Named Executive Officers

Tony Staffieri		Glenn Brandt		Edward S. Rogers1		Mahes Wickramasinghe2		Bret Leech3
President and Chief Executive Officer (CEO)		Chief Financial Officer (CFO)		Executive Chair		President, Group Operations		President, Residential

¹ Mr. Rogers was appointed Executive Chair on August 14, 2024.

² Mr. Wickramasinghe was appointed President, Group Operations effective February 12, 2024. Mr. Wickramasinghe previously served as Chief Commercial Officer.

³  Mr. Leech was appointed President, Residential effective February 12, 2024. Mr. Leech previously served as Chief Human Resources Officer.

Executive Summary

Financial Performance Highlights

As reported in our 2025 annual results, Rogers topped $21 billion in annual revenue in 2025 as more Canadians chose Rogers Wireless and Internet than any other carrier in Canada. Through 2025, Rogers:

• Was ranked Canada’s most reliable 5G+ network by umlaut and awarded most reliable wireless network by Opensignal;

• Launched Rogers Satellite, a first-of-its-kind satellite-to-mobile service to keep Canadians connected in areas where traditional cell coverage is not available;

• Commenced deployment of 5G Advanced network technology, a first in Canada;

• Launched WiFi 7 and delivered Canada’s first home Internet backup solution for enhanced reliability;

• Renewed our agreement with the NHL for the national media rights to NHL games on all platforms in Canada through the 2037-38 season;

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• Reached an average audience of 10.9 million viewers during Game 7 of the World Series on Sportsnet - the most-watched Rogers broadcast ever;

• Became the majority owner of MLSE with a 75% controlling interest; and

• Invested $3.7 billion in capital expenditures, the majority of which was in our networks.

h 5%

h 2%

h 298%

h 10%

Total Revenue

Consolidated Adjusted EBITDA

Net Income

Free Cash Flow

Human Resources Committee

All Human Resources Committee members have a strong understanding of policies, principles, and governance related to human resources and executive compensation. They also have the necessary financial acumen to apply to the evaluation of executive compensation programs. They have acquired this knowledge through experience in prior roles, some of which include other senior executive officer positions of large, publicly traded companies, and other directorship roles. For more information on the occupations, skills, experience, and independence of each Human Resources Committee member, please refer to the director profiles contained in the “Business of the Meeting” section of this circular.

Human Resources Committee as at December 31, 2025

Name		Independent
Ivan Fecan (Chair)		Yes
Jan L. Innes		Yes
Diane A. Kazarian		Yes
David A. Robinson		Yes

Human Resources Committee meetings are planned a year in advance. For each meeting, the agenda is designed to ensure the Human Resources Committee is provided with a comprehensive presentation on matters for which the Human Resources Committee has oversight. For further information, please refer to the “Director Orientation and Continuing Education” section of this circular.

Role of the Human Resources Committee

The Human Resources Committee is responsible for assisting the Board in its oversight of the compensation, benefits, succession planning, and talent management programs for the Company’s executives. For more information on the Human Resources Committee’s mandate, please refer to Appendix C to this circular or visit the “Articles & Corporate Governance” section of the Company’s website at about.rogers.com/investor-relations/corporate-governance.

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The Human Resources Committee meets periodically throughout the year to review key items according to its mandate and annual work plan. The Executive Chair of the Board and members of both the Board and management, including the CEO, attend the meetings at the invitation of the Chair of the Human Resources Committee. At each meeting, there is an in-camera session without management.

The Human Resources Committee’s decisions about executive compensation policies and practices are made within the context of the Company’s purpose to connect Canadians to the best communications and entertainment experiences in the world, with the ambition to be number one in our core businesses. To this end, the Human Resources Committee’s mandate is to oversee management in the attraction, retention, and succession of talented, diverse, and highly motivated people who will excel in a fast-paced, dynamic environment and who have the responsibility of growing market share, the long-term profitability of the Company, and increasing financial returns to shareholders. The Committee oversees and approves the structure, targets, and performance goals for short- and long-term incentive programs. Actual performance is evaluated against those goals and recommended awards serve a strong link between pay and performance.

A key focus of the Human Resources Committee’s annual work plan is building talent, deepening bench strength, and ensuring that succession plans are in place for the most critical roles in the Company.

Gender diversity is one of the considerations of potential candidates for senior executive officers reporting to the CEO. As of December 31, 2025, 42% (5 of 12) of the senior executive officer positions were held by women, while 58% were held across all equity-deserving groups.

Rogers is committed to gender equality and recognizes the benefits of having a leadership team that is representative of a broad range of perspectives and experiences. In 2025, the Company concluded its five-year Diversity, Equity, Inclusion and Belonging (DEIB) Strategy (2020–2025), which embedded a DEIB lens across the business and advanced representation, inclusion, and accessibility. Building on this progress, the Company focused on preparing for the launch of its next five-year strategy, Journey to 2030, which will commence in 2026. This strategy is designed to drive meaningful change for equity-deserving groups (e.g. Women, People of Colour, Indigenous Peoples, Persons with Disabilities, Black and 2SLGBTQ+) through actions aligned to the Company’s strategic pillars of People, Customer, and Community.

Annually, the CEO provides a comprehensive update to the Human Resources Committee on the strengths of the overall executive leadership team and areas on which to focus development. This includes a review of talent diversity and the plans in place to both retain and accelerate the development of the Company’s strongest leaders.

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2025 Highlights

The Human Resources Committee met five times in 2025 to review and approve a number of initiatives:

Topic		Highlights
CEO Performance, Priorities, and Compensation		• Reviewed and evaluated CEO priorities for 2025.
		• Recommended CEO compensation to the Board.
Talent Management, Succession Planning, and Diversity		• Continued talent development and action planning for CEO direct reports and other critical executive roles informed by CEO assessment and key insights to ensure a diverse leadership team across Rogers.
		• Discussed talent profile, performance scorecards together with risk mitigation and succession plans for the CEO and all CEO direct reports.
Performance and Compensation of Senior Executive Officers		• Reviewed the alignment of 2025 achievements and resulting funding levels approved for executive and broad-based employee incentive plans based on this achievement.
		• Reviewed executive compensation against 2025 peer group and approved 2026 STIP target change for certain executives to improve position to market.
Plan Design		• Approved the 2026 STIP design inclusive of performance metrics within the Corporate and Team scorecards.
		• Approved the 2026 LTIP design.
		• Approved 2026 salary merit budget.
		• Approved updates to employee and executive wealth accumulation plans.
Governance		• Recommended for approval, updates to policies and practices on executive compensation to the Board.
		• Remained apprised of the regulatory and governance trends related to Executive Compensation.
		• Recommended for approval, updates to the Human Resources Committee mandate to the Board.
Public Disclosure		• Reviewed and approved the circular in respect of the Company’s 2025 Annual and General Meeting of Shareholders.

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Independent Compensation Advisor

The Human Resources Committee engages an independent advisor that is directly retained by, receives instructions from, and reports to, the Human Resources Committee. All work performed by the advisor must be pre-approved by the Human Resources Committee. The advisor’s role is to provide independent advice, analysis, and expertise to assist the Human Resources Committee in evaluating compensation recommendations put forward by management in order to ensure sound decisions are made within an effective governance framework.

While the Human Resources Committee considers the information and recommendations provided by the independent advisor, it ultimately relies upon its own judgment and experience in making compensation decisions.

The Human Resources Committee has engaged Hugessen Consulting Inc. (Hugessen) as its independent advisor since August 2006. Hugessen provides no other services to the Company. In 2025, Hugessen provided review and commentary for compensation recommendations for the CEO’s direct reports, management information circular, and surrounding shareholder engagement.

Executive Compensation-related Fees

Advisor		2025				2024
Hugessen		$	170,073			$	225,125

Compensation Risk Oversight and Governance

On behalf of the Board, management conducts regular assessments of the Company’s executive compensation plans to evaluate whether there are any compensation-related risks within the plans that are likely to have a material adverse effect on the Company.

The Human Resources Committee is confident that the Company’s compensation structure is balanced and well governed, and encourages calculated risk-taking that positively impacts the Company. Willis Towers Watson was engaged in December 2024 to conduct a risk assessment which concluded that risk management continued to be strong at Rogers with compensation-related risks being managed appropriately within current programs. The Human Resources Committee will continue to review and introduce changes, as required, to maintain alignment of our programs with the Company’s risk management framework.

What We Do / What We Do Not Do

Rogers’ compensation practices, policies, and designs are aimed at promoting good governance and serving the interests of shareholders.

Our compensation programs feature elements that are intended to ensure our compensation practices do not encourage excessive or inappropriate risk-taking. These key policies and practices are highlighted below:

What We Do				What We Do Not Do
✔  Independent Executive Compensation Consultant – Retain an independent executive compensation consultant through the Human Resources Committee.				✘   Allow any director, executive, or employee to hedge or monetize equity awards, ensuring alignment with equity ownership requirements.

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What We Do				What We Do Not Do
✔  Independent Directors – Maintain a Human Resources Committee that is composed solely of independent directors. ✔  Insider Trading Policy – Executive officers (including the CEO) are required to pre-clear all trades to protect against insider trading and trading during restricted periods. ✔  Share Ownership Requirements – Impose significant share ownership requirements for all senior executives. ✔  CEO Post-Retirement Hold – Require the CEO to maintain the one times base salary equivalent share ownership position for a period of one year following retirement or resignation from the Company to ensure continued alignment with shareholder interests. ✔  Pay-for-performance – Create a strong pay-for-performance culture by delivering significant at-risk compensation. ✔  Compensation Aligned With Long-Term Shareholder Value – Design incentive plans to motivate achievement of performance relative to business strategy and creation of long-term shareholder value. ✔  Balance between long- and short-term incentives – Align compensation to the risk horizon for each compensation component. ✔  Clawback Policy – Maintain a clawback policy that enables recoupment of the gross amount of all erroneously paid incentive-based executive compensation in the event of an accounting restatement. ✔  Conversion of STIP Payouts to DSUs – Offer all executives the opportunity to convert STIP payouts into DSUs, further aligning executive interests with that of shareholders. ✔  Plan Caps – Align caps with market practices and apply caps to incentive compensation to avoid excessive compensation levels. ✔  Talent Management and Succession Planning – Drive a critical focus on talent management and succession planning to mitigate risk associated with business continuity, overseen by the Board.				✘   Guarantee annual base salary increases or STIP payments. ✘   Offer ‘single-trigger’ change of control rights. ✘   Allow the backdating or repricing of equity. ✘   Offer severance in excess of 24 months on termination following a change of control. ✘   Offer executive compensation exceptions without appropriate Board or Committee approval. ✘   Guarantee a minimum level of vesting for our Performance-based equity. ✘   Include stock options in the calculation of share ownership targets. ✘   Overemphasize any single performance metric. ✘   Offer excessive perquisites.

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EXECUTIVE COMPENSATION

Rogers’ compensation governance practices include, among others, the following:

Anti-Hedging Policy

Rogers prohibits its reporting insiders, including its directors and NEOs, from dealing in puts and calls, affecting any short sales, dealing in futures, option transactions, or equity monetization, or engaging in any other hedging transactions relating to the Company’s shares without the prior approval of the Corporate Governance Committee.

Recoupment Policy (Clawback)

In 2023, this policy was revised to comply with the U.S. Securities and Exchange Commission’s new listing standards (Rule 10D-1) for recovery of erroneously awarded compensation.

This policy applies to current and former executives including the CEO, CFO, Controller, and executives in charge of business units or performing a policy-making function. In the event of an accounting restatement due to material non-compliance or error in previously issued financial statements, this policy provides for a clawback of all incentive awards, based wholly or in part upon the attainment of financial measures in the previous three fiscal years. This policy applies to the gross amount of all erroneously awarded incentive-based compensation received on or after October 2, 2023.

Share Ownership Requirements

The share ownership requirements are designed to link the interests of executives to those of our shareholders by encouraging an ownership position in the Company.

NEOs have five years from the date of their appointment to attain and maintain their share ownership requirement. To the extent an executive has not satisfied the share ownership requirements, they are required to receive any annual cash bonus in excess of 100% of target in the form of RSUs or DSUs. RSUs vest no later than June 15 of the third calendar year following the calendar year in which the bonus was earned, while DSUs vest immediately but cannot be redeemed until cessation of employment. For detailed information on the design features and provisions of these long-term incentive vehicles, please see the “Summary of Long-term Incentive Plans” section. The share ownership attainment of individual NEOs is reviewed by the Human Resources Committee on an annual basis. The requirements of individual NEOs in 2025 are detailed below.

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Share Ownership Attainment as at December 31, 2025

		Requirement								Class B Non-Voting Shares (#)				PRSUs (#)				RSUs (#)				DSUs (#)				Total Value of Equity1 ($)				Ownership Level				Required Attainment Date		Market Value of Equity2 ($)
NEO		Multiple of Salary				Value ($)
Tony Staffieri			5.0x				7,500,000				4,600				—				38,003				474,753				19,467,192				13.0x			Met			18,544,161
Glenn Brandt			4.0x				2,600,000				3,364				69,138				17,016				14,479				3,836,604				5.9x			Met			3,597,092
Edward S. Rogers3			6.0x				18,000,000				3,052,412				—				125,632				—				165,191,455				55.1x			Met			164,654,464
Mahes Wickramasinghe			1.0x				700,000				5,340				49,151				17,965				—				2,734,708				3.9x			Met			2,480,666
Bret Leech			1.0x				600,000				2,819				40,872				—				37,980				2,730,637				4.6x			Met			2,507,716

¹ Total Value of Equity is determined by adding the greater of the market value or book value of 100% of Class B Non-Voting Shares, RSUs, DSUs, and 50% of unvested PRSUs and unvested DSUs. The market value is based on the closing price of the Class B Non-Voting Shares on the TSX on December 31, 2025, which was $51.81.

² Market Value of Equity is determined by adding 100% of the market value of Class B Non-Voting Shares, RSUs, DSUs and 50% of unvested PRSUs and unvested DSUs. The market value is based on the closing price of the Class B Non-Voting Shares on the TSX on December 31, 2025, which was $51.81.

³ The value of Mr. Rogers’ Class B Non-Voting Shares, other than his ESAP (as defined below) holdings, is determined solely based on the closing price of the Class B Non-Voting Shares on the TSX on December 31, 2025, which was $51.81. In addition, Mr. Rogers holds 6,575 Class A Shares.

Executive Compensation Philosophy and Objectives

Overall Objectives

The Company fosters a pay-for-performance culture by placing strong emphasis on incentive compensation for its executives. The primary objectives of our executive compensation programs are to:

• attract and motivate talented executives in a competitive environment;

• reward executives appropriately for exceptional organizational and business unit performance (opportunity for above median total direct compensation for above median performance);

• align compensation with performance over both the short- and long-term;

• align management’s interests with those of shareholders through performance conditions in incentive plans and share ownership requirements;

• retain high-performing executives and encourage their long-term career commitment to the Company through diversity of experience and differentiation of pay; and

• ensure that our compensation plans align with good governance practices and do not incent risk-taking behaviour beyond the Company’s risk tolerance.

Various performance measures are used in the Company’s STIP and LTIP to balance the objectives that facilitate annual growth and those that reward the creation of long-term shareholder value. Continuing to maintain the Customer and Network performance measures in the STIP, in addition to strong Financial Performance measures, reflects our commitment to keeping the executive team focused on the importance of creating and maintaining customer loyalty. Performance measures are reviewed on an annual basis to ensure continued appropriateness.

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Elements of our Compensation Program

Compensation Form

Description

Objective

SHORT-TERM

Base Salary

• Fixed annual rate of pay • Individual salary tied to competitive market for talent, individual experience, sustained contribution, performance, and potential

• Reward sustained individual contribution

Short-Term Incentive Plan

• Annual bonus. STIP may be taken in the form of DSUs or in RSUs under the Wealth+ program • Target is 125% of base salary for the CEO and 100% of base salary for other NEOs excluding the Executive Chair; payout can range from 0% to 200% of target based on performance • The STIP has an additive design based on Company Performance (60% weighting) and Team Performance (40% weighting); each ranges from 0% to 200% based on actual performance relative to targets ¡ Company Performance based on: Financial Performance (60% weighting), Customer (30% weighting) and Network (10% weighting) ¡ Team Performance based on: business unit financial (60% weighting) and function-specific objectives (40% weighting)

• Reward based on annual Company and Team performance when minimum threshold is achieved

LONG-TERM

Long-Term Incentive Plan

• Executives may elect to receive annual grant as a mix of 50% SOs and 50% PRSUs or up to 100% SOs or PRSUs. PRSUs may be taken in the form of DSUs which are subject to the same vesting schedule and performance conditions as applicable to the associated PRSU award.

Reward potential by aligning pay with long-term shareholder interests and driving shareholder value

SOs • 4-year vesting; 25% per year • 10-year term • Granted in tandem with share appreciation rights (SARs), which entitles option holder upon exercise to: ¡ Acquire one Class B Non-Voting share at the option exercise price, or Surrender an option for a payment equal to the fair market value of a Class B Non-Voting share minus the option exercise price

PRSUs • For PRSUs granted 2025 onwards, the number of units that vest will be tied to average EBITDA and cumulative relative TSR performance achieved over the 3-year performance period. • For PRSUs granted 2022 to 2024, 1/3 eligible to vest each year subject to achievement of set annual Adjusted EBITDA performance with final payout after 3 years • Track the price of Class B Non-Voting Shares; when dividends are paid, additional PRSUs are credited

• In 2024, Special PRSUs were granted to CEO direct reports as an outcome of a market review to remain competitive on a total target compensation basis and to retain executives who demonstrated their value during a difficult year for our sector. This one-time grant will vest in March 2025 and 2026 with linear payouts only upon achieving 97% of the set adjusted EBITDA targets for 2024 and 2025 to a maximum payout of 100%. The payout is subject to active employment on the vesting date and will be cancelled if employment is terminated for any reason, including retirement

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Compensation Form

Description

Objective

BENEFITS AND PERQUISITES

Benefits

• NEOs participate in the employee benefits plan, along with other eligible employees, and have the ability to apply for executive disability insurance, which provides additional coverage • NEOs participate in the wellness program, including executive medical • NEOs receive an executive allowance and are entitled to service discounts in line with those offered to the broader employee population

• Ensure employee well-being through flexible, well-balanced offerings

WEALTH ACCUMULATION   PROGRAM

ESAP

• NEOs participate along with other eligible Rogers employees • Employees contribute up to 15% of base salary to an annual maximum of $25,000; contributions of up to 10% receive an employer match • The Company matches employee contributions as follows: 25% in the first year of ESAP membership, 33% in the second year of ESAP membership, and 50% in the third and subsequent years of ESAP membership

• Support employee savings for various life events, including retirement

DB & DC Pension Plans

• NEOs hired and electing to participate prior to July 1, 2016 participate in the DB Pension Plan • NEOs hired and/or electing to participate post June 30, 2016 participate in the DC Pension Plan • Further details follow in “Pension Benefits”

SERP

• NEOs hired and electing to participate prior to July 1, 2016 participate in the DB SERP • NEOs hired and/or electing to participate post June 30, 2016 participate in the DC SERP • DB and DC SERP provide benefits in excess of those provided in the DB or DC pension plans, based on the Income Tax Act limits • Further details follow in “Pension Benefits”

RRSP, TFSA, & Wealth+

• NEOs participate along with other eligible Rogers employees • Plans offer tax-effective savings vehicles within a group policy • Starting 2024, management introduced the Wealth+ program to allow conversion of STIP payout to RSUs vesting within 3 years

Philosophy and Positioning

The Human Resources Committee follows the philosophy of generally positioning our target total direct compensation (salary + target short-term incentive awards + target long-term incentive awards) of the NEOs at or above the median of the competitive market. While market assessment is relative to a defined peer group of large publicly traded Canadian companies, the individual’s skills, qualifications, abilities, retention risk, experience, and performance may be considered in determining the appropriate level and mix of pay for a NEO. See “Benchmarking” in “Executive Compensation Philosophy and Objectives” for further details regarding the peer group.

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Compensation for an executive may also be set above median to reflect the strategic importance of the role within the Company, market conditions, individual experience, sustained performance in the role, and potential. To determine appropriate pay levels and mix of pay elements, the Company may also review the pay practices of other companies in the telecommunications industry. Specific positioning by compensation element is captured below.

NEO Total Rewards At-A-Glance

Base Salary

Short-Term Incentive

Long-Term Incentive

Benefits & Perquisites

Wealth Accumulation Program

Total Cash Compensation                  Total Direct Compensation                                             Total  Rewards

Compensation   Program   Elements:

Annual Salary

Annual Incentive Plan

Stock Options Performance Stock Options Performance Restricted Share Units Deferred Share Units Restricted Share Units

Benefits Plan Well-being Program Executive Allowance Service Discounts

Employee Share Accumulation Plan Defined Benefit & Defined Contribution Pension Plans Supplemental Executive Retirement Plan (SERP) Global Registered Retirement Savings Plan & Tax-Free Savings Account Wealth+ Program

Positioning:

Positioned at the median on average, between median and top quartile for top talent.

Target awards aligned with median. Actual awards above (or below) median for above (or below) target performance (capped at 2x target). Provide differentiation for top talent who deliver outstanding results.

In general, positioned as part of overall total direct compensation to achieve median at target and higher for above target performance. Flexibility to position top talent between median and the top quartile.

Positioned at the median on average.

The key components of the 2025 Total Direct Compensation for the NEOs include base salary, short-term incentive and long-term incentive. The 2025 annual LTIP award for the NEOs, excluding Mr. Rogers, was composed of either a mix of 50% SOs and 50% PRSUs, or up to 100% SOs or PRSUs, as elected by the NEO.

Similar to last year, executives could elect to defer 0%, 50%, or 100% of bonus and/or PRSUs into DSUs. Any PRSU DSUs are subject to the same vesting schedule and performance conditions as applicable to the associated PRSU award. Elections made in December 2025 will be applicable to STIP payouts in March 2026 (in respect of the 2025 STIP performance year) and LTIP awards made in March 2027.

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Other key components of the 2025 Total Rewards for the NEOs include benefits and perquisites, as well as participation in the Wealth Accumulation Program (WAP). The WAP for the NEOs includes executive pension plans as well as group savings programs offered broadly to all eligible employees, including the Employee Share Accumulation Plan (ESAP), the Global Registered Retirement Savings Plan (RRSP), and the Tax-Free Savings Account (TFSA).

See “Compensation Decisions for 2025” and “Summary Compensation Table” for more details disclosed on an individual NEO basis.

Benchmarking

We compare our compensation levels to those of a peer group of companies to evaluate our external total rewards competitiveness.

The peer group is regularly reviewed by management based on the approved criteria. Any changes are subject to the Human Resources Committee’s review and approval. To determine appropriate pay levels and mix of pay elements, the Company may also review the pay practices of other companies in the telecommunications industry.

The 2024 peer group was reviewed and approved to appropriately represent the talent market for 2025. Accordingly, no changes were made to the peer group in 2025. The market levels of the peer group inform policy decisions that are reviewed as part of maintaining executive compensation policy and informed incentive updates reflected in 2025 and those coming into effect in 2026. See the “Compensation Decisions for 2025” for updates approved by the Human Resources Committee.

Peer Group Determination Criteria

The following criteria were considered in establishing the 2025 peer group:

✔ Canadian headquarters and included in the S&P / TSX 60

✔ Market capitalization 0.5X to 2.0X that of Rogers

✔ Revenue between 0.33X and 3.0X that of Rogers

✔ Additional Criteria:

• Total Assets

• EBITDA

• Companies with relevant talent competition

2025 Peer Group

Telecommunications

•

BCE Inc.

•

TELUS Corporation

•

Quebecor Inc.

Information Technology

•

CGI Group Inc.

Consumer Discretionary

•

Canadian Tire Corporation, Limited

Financial Services

•

Bank of Montreal

•

The Bank of Nova Scotia

•

CIBC

•

National Bank of Canada

Consumer Staples

•

Loblaw Companies Limited

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Rogers’ positioning against the Peer Group

¹ Data sourced from S&P Capital IQ and presented in CAD. Market capitalization is as at December 31, 2025. Total revenue, Assets and EBITDA data reflect the most recent fiscal year disclosed. The manner in which S&P Capital IQ calculates EBITDA may differ from the manner in which we, or any of our peers, calculate EBITDA.

Target Total Direct Compensation Mix for NEOs

The NEOs’ target total direct compensation is composed of three elements: base salary, short-term incentive, and long-term incentive. The Company’s commitment to pay for performance is reflected in its variable compensation plans (or ‘at-risk’ pay), which are strongly influenced by both the individual’s performance and the Company’s business results. See “Compensation Decisions for 2025” and “Summary Compensation Table” for more detail.

2025 Target Pay At-Risk

¹ Excludes the Executive Chair who is not eligible for STIP given the long-term nature of his role.

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Compensation Decisions for 2025

Input from Management

The Human Resources Committee engages in active discussions with, and considers recommendations from, the CEO concerning:

• base salaries, considering internal pay equity among executives and external market competitiveness;

• participation in the incentive programs and award levels;

• performance metrics for the incentive plans;

• performance targets, at the Company and team levels for the coming year, where applicable; and

• actual achievement of performance against pre-determined targets.

The Company’s Chief Human Resources Officer supports the compensation-setting process by preparing materials for the Human Resources Committee, including analyses of market practices, internal equity, and program effectiveness. This ensures the Committee receives timely, relevant information aligned with the Company’s compensation philosophy and performance objectives at a regular cadence. The Human Resources Committee may also seek input from its independent compensation advisor, as determined by the Chair.

Annual Compensation Review

Salaries, STIP targets, and LTIP targets for the roles reporting directly to the CEO are reviewed annually by the Human Resources Committee, with input from the CEO. Any compensation changes recommended by the CEO are approved by the Human Resources Committee. The CEO and Executive Chair’s compensation changes are recommended by the Human Resources Committee and approved by the Board.

The following tables set out 2023-2025 actual total direct compensation and 2025 actual pay mix for each NEO. See “Summary Compensation Table” for more detail including Pension Value and All Other Compensation elements for each NEO.

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EXECUTIVE COMPENSATION

Tony Staffieri President and Chief Executive Officer

Tony Staffieri has served as President and Chief Executive Officer of Rogers since January 2022. He first joined the Company as Chief Financial Officer in April 2012. Since becoming CEO, he has delivered industry-leading growth in Wireless. He completed the Rogers-Shaw merger and Rogers is now Canada’s largest cable company. He completed a landmark deal to acquire the NHL rights for the next 12 years, with Sportsnet as Canada’s number one sports media brand. Under his leadership, Rogers has also become the majority owner of MLSE and is now a global sports leader. Mr. Staffieri is leading the Company through transformative change while continuing to lead the industry on key financial and operating metrics. He is an Honorary board member of Toronto Metropolitan University Board of Governors, serves as Deputy Chair of the board at MLSE, and serves on the Board of Directors of CableLabs.

		20251,2		20241,2		20232
Salary		$1,500,000		$1,480,769		$1,400,000
At-Risk Compensation
STIP		$1,802,885		$1,480,769		$1,400,000
LTIP		$11,000,002		$10,000,000		$9,000,000
Total At-Risk Compensation		$12,802,887		$11,480,769		$10,400,008
Total Direct Compensation		$14,302,887		$12,961,539		$11,800,008
1  Mr. Staffieri’s STIP target of 100% was approved to increase effective March 3, 2025 to 125% to ensure appropriate market positioning of his total compensation based on a market review conducted in late 2023. 2  Mr. Staffieri’s outstanding contribution to results are reflected in the LTIP awards for 2023, 2024 and 2025 which maintain strong alignment between his compensation and RCI’s long-term results.

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Glenn Brandt Chief Financial Officer

Glenn A. Brandt has served as Chief Financial Officer since January 2022. Since joining Rogers 34 years ago, Mr. Brandt has held several senior roles in the Company, most recently as Senior Vice President, Corporate Finance from September 2016 to January 2022, overseeing various portfolios including Treasury, Tax, Corporate Development, Investor Relations, and Procurement and Supply Chain. Mr. Brandt is a trusted advisor with over 40 years of extensive experience in financial management and capital markets. Prior to joining Rogers, Mr. Brandt was with the Toronto Dominion Bank in Corporate & Investment and Commercial Banking. Mr. Brandt holds a B.Comm from the University of Toronto and a M.B.A. from York University.

		2025		20241		2023
Salary		$650,000		$650,000		$650,000
At-Risk Compensation
STIP		$650,000		$663,000		$660,920
LTIP		$2,250,004		$2,800,000		$1,800,011
Total At-Risk Compensation		$2,900,004		$3,463,000		$2,460,931
Total Compensation		$3,550,004		$4,113,000		$3,110,931
1  In addition to his annual LTIP award, Mr. Brandt received a Special PRSU award of $1,000,000 in March 2024 to support market competitiveness.

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Edward S. Rogers Executive Chair

Edward S. Rogers is the Executive Chair of RCI. Prior to becoming Chair in January 2018, Mr. Rogers was the Deputy Chair of RCI. Mr. Rogers is also Chair of Rogers Bank, Chair of the Toronto Blue Jays, and Chair of the Board of MLSE. He is the Rogers Control Trust Chair. Mr. Rogers has served in various management positions at Rogers Communications over 20 years, including as President & CEO of Rogers Cable Inc. from 2003 to 2009. After graduating from the University of Western Ontario, Mr. Rogers spent three years with Comcast Corporation. Mr. Rogers was a member of the Economic Council of Canada from 2010 to 2013.

		20251		20241,2		2023
Salary		$3,000,000		$1,073,077		—
At-Risk Compensation
STIP		—		—		—
LTIP		$2,422,308		$3,294,222		—
Total At-Risk Compensation		$2,422,308		$3,294,222		—
Total Compensation		$5,422,308		$4,367,299		—
1  Mr. Rogers is not eligible for STIP given the long-term focus of his role. 2  Mr. Rogers was appointed Executive Chair of the Board on August 14, 2024. Mr. Rogers’ executive compensation in 2024 was prorated for the period.

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Mahes Wickramasinghe President, Group Operations

Mahes Wickramasinghe joined Rogers in January 2022 and was appointed President, Group Operations in February 2024. In this role, he is responsible for Customer Experience including Digital, Capital Management, Financial Services including Rogers Bank, Procurement, and Corporate Security.

He has spent over two decades in senior executive roles leading operations and managing complex acquisitions, including as President and CEO of Canadian Tire Financial Services and Executive Vice President International and Chief Corporate Officer at Canadian Tire Corporation. He has also served as Chief Administration Officer at CIBC Retail Bank and CIBC First Caribbean International Bank, and held executive leadership positions at Bell Aliant and BCE Inc. He was also Chairman of the Board of Helly Hansen.

Mr. Wickramasinghe began his career as a Chartered Accountant in Sri Lanka. He is a member of the Institute of Chartered Accountants (Sri Lanka) and the American Institute of Certified Public Accountants and a Fellow of the Chartered Institute of Management (UK).

Mr. Wickramasinghe serves on the Board of Directors of MLSE and SunOpta Inc. He was previously on the Board of the Canadian National Institute for the Blind and continues to serve in an advisory capacity.

		2025		20241		2023
Salary		$700,000		$700,000		$700,000
At-Risk Compensation
STIP		$700,000		$700,000		$715,680
LTIP		$2,250,004		$3,800,000		$1,800,011
Total At-Risk Compensation		$2,950,004		$4,500,000		$2,515,691
Total Compensation		$3,650,004		$5,200,000		$3,215,691
1  In addition to his annual LTIP award, Mr. Wickramasinghe received a Special PRSU award of $2,000,000 in March 2024 to both support market competitiveness and in recognition of the expanded duties associated with leading the Group Operations business unit.

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EXECUTIVE COMPENSATION

Bret Leech President, Residential

Bret Leech was appointed President, Residential of Rogers in February 2024. In this role, he is accountable for our customers’ connectivity and entertainment. Mr. Leech returned to Rogers in 2022 as the Chief Human Resources Officer, where he played an integral role in the Company’s integration with Shaw.

With over 25 years of experience across technology and telecommunications in Canada, the United States and Asia, Mr. Leech is a respected business leader with a track record of driving sustainable, profitable revenue growth. Prior to returning to Rogers, he was the CEO and President of a leading fintech and financial services software company and Executive Chairman and Board Member in the technology and financial services sector for a group of companies serving North America.

Mr. Leech holds a B.A. from Dalhousie University, a M.B.A. from the University of Toronto, a M.Sc. from the University of Reading Henley’s School of Business and is a graduate of Harvard’s Advanced Management Program.

		2025		20241		2023
Salary		$600,000		$593,269		$525,000
At-Risk Compensation
STIP		$630,000		$593,269		$529,200
LTIP		$2,000,004		$2,800,000		$1,800,009
Total At-Risk Compensation		$2,630,004		$3,393,269		$2,329,209
Total Compensation		$3,230,004		$3,986,538		$2,854,209
1  In addition to his annual LTIP award, Mr. Leech received a Special PRSU award of $1,000,000 in March 2024 to support market competitiveness.

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2025 STIP Awards

The calculation of bonus payouts is based on an additive plan design where Company Performance, weighted at 60%, is added to Team Performance, weighted at 40%. The maximum achievable for each of Company Performance and Team Performance is 200%. However, performance below the specified threshold level for any metric results in 0% achievement for that metric. EBITDA achievement of 95% of the target is a requirement for any payout to be made.

2025 STIP Achievements

In 2025, relative to competitors, Rogers delivered industry-leading financial and operational performance, leading in 12 of 13 key value metrics including growth in adjusted EBITDA, free cash flow and total service revenue. Rogers consistently outperformed through 2025 on a relative basis, despite continued headwinds from the federal government’s immigration and regulatory policy and met or exceeded all 2025 financial guidance, including adjusted EBITDA. Cable continued to deliver consistent results along with solid Internet subscriber net additions and growth in adjusted EBITDA, part of the Company’s balanced approach to deliver industry-leading margins. The company performance portion of the plan was approved at 100% for 2025. Recognizing the out-sized contribution of the executive team within the broader micro and macroeconomic environments, the Committee approved an award at 100% achievement for 2025’s STIP payout for the CEO, CFO and President, Group Operations, and a 105% payout for the President, Residential.

The table below outlines the metrics measuring corporate performance.

Focus		Metrics		Weighting		Achievement
Financial Performance		Service Revenue Adjusted EBITDA		60.0%		✔ ✔
Customer Experience		Net Adds Repeat Rate 301		30.0%		✘ Partial
Network		Cable: Homes Addressable Market Growth Wireless: Macro & Small Cell & Uplift Sites		10.0%		✔ ✔
		Total Company or Corporate Performance:				100.0%

¹  Percentage of customers contacting us through calls more than once within a 30-day period.

The CEO evaluates the performance of each Team based on performance against key financial and numeric KPIs set at the beginning of the year. Please see the table below for each NEO’s Team Performance component and total 2025 STIP payout.

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STIP Award

Name		Target STIP Award1 ($)				Team Performance2		Actual STIP Award ($)
Tony Staffieri3			1,802,885			✔			1,802,885
Glenn Brandt			650,000			✔			650,000
Edward S. Rogers4			—			—			—
Mahes Wickramasinghe			700,000			✔			700,000
Bret Leech5			600,000			✔			630,000

¹ Target STIP Award is based on 2025 eligible earnings x Target STIP % of base salary.

² Team Performance includes financial performance and numeric KPIs.

³ CEO annual incentive plan is weighted 100% on corporate performance. In 2025, corporate performance was approved at 100% in recognition of Company performance relative to industry competitors. STIP target effective January 1, 2025, was 100% of base salary and was approved to increase to 125% of base salary effective March 3, 2025.

⁴ Mr. Rogers is not eligible for STIP given the long-term focus of his role.

⁵ Mr. Leech had a total bonus payout of 105% reflecting overachievement relative to target for the Residential team.

2025 LTIP Awards

At the beginning of each fiscal year, the Human Resources Committee approves the value of target LTIP awards to be granted and, with the exception of the CEO’s and Executive Chair’s LTIP, receives and reviews recommendations from the CEO. Individual grants are determined within an approved range to reflect individual performance and contribution to the long-term value creation for the Company.

Typically, the Human Resources Committee does not take previous grants or length of service into account when setting new grants. In consideration of individual performance during the year, a new hire, or a promotion, the Human Resources Committee may approve an award which differs from the targeted annual grant level based on their assessment of the rationale provided by the CEO.

The Board follows the same process for the CEO’s and Executive Chair’s LTIP award based on the Human Resources Committee recommendations.

As shared last year, the Committee refreshed the 2025 LTIP plan design metrics to reflect an equal weighting of performance achievement as follows:

• three-year cumulative rTSR measured against the telecom peer group of Bell, Telus and Quebecor. The threshold and maximum of the rTSR metric is set at +/- 10% of the weighted average telecom peer group. Peers were selected based on industry relevance, capital-market comparability, and alignment in underlying investment characteristics; and

• three-year average market-leading adjusted EBITDA. The annual threshold and maximum is set at +/- 3% of target adjusted EBITDA.

All other executives and directors below the senior executive officer level are eligible to receive LTIP in the form of RSUs. For detailed information on the design features and provisions of the 2025 LTIP vehicles, please see the “Summary of Long-term Incentive Plans” section.

2025 LTIP Achievements

The following paragraphs detail achievements and associated payouts for PRSUs based on 2025 performance:

• In 2023, annual PRSUs were granted to certain NEOs under the annual PRSU design. For each year the applicable adjusted EBITDA target is achieved, one-third of the award becomes eligible to vest at a maximum of 100% with payout at the end of the three-year performance

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period. If the target for the year is not achieved, one-third of the award is cancelled. This target represents 90% of the approved adjusted EBITDA in the business plan. As this level was achieved in 2025, together with target achievement in 2023 and in 2024, annual PRSUs granted in 2023 will fully vest with payout and achievement approved at the maximum level of 100%.

• In 2024, a Special PRSU award was granted to certain NEOs as part of a market review to remain competitive on a total target compensation basis and to retain executives who demonstrated their value during the difficult year for our sector. Based on 2025 performance against the set adjusted EBITDA target, the final 50% of the award will vest in March 2026 with payout and achievement approved at 100%.

See “Compensation Decisions for 2025” and “Summary Compensation Table” for more details disclosed on an individual NEO basis.

Performance Graph

The following graph illustrates the change in value of $100 invested on December 31, 2020 (five years ago) in:

• Class A Shares (RCI.A);

• Class B Non-Voting Shares (RCI.B);

• Standard & Poor’s/Toronto Stock Exchange Composite Total Return Index (S&P/TSX Composite Index); and

• Canadian Telecom Companies (Telecom Industry Weighted Average).

The graph also includes a NEO Total Direct Compensation Index that reflects the change in the sum of the annual Total Direct Compensation for NEOs (salary + short-term incentive awards + long-term incentive awards) as reported in the summary compensation table for the past five years.

Values are given as at December 31 of each of the years listed. The year-end values of each investment are based on share appreciation, assuming that all dividends are reinvested.

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EXECUTIVE COMPENSATION

For the five-year period, the market price for Rogers shares was below the S&P/TSX Composite Index and trended similarly with the Telecom Industry which showed some recovery following a difficult year. The Telecom Industry Weighted Average represents BCE Inc., Telus Corporation, Quebecor Inc. and Cogeco Communications Inc. weighted based on market capitalization. Rogers NEO Total Direct Compensation also trended below the S&P/TSX Composite Index for the five-year period.

Overall, the Human Resources Committee is confident that the current executive compensation program and associated pay levels for the Company’s NEOs are well aligned to the Company’s performance over the prior five-year period, especially considering performance relative to Telecom Industry peers.

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Summary Compensation Table

																		Non-Equity Incentive Plan Compensation
Name and Principal Position		Year				Salary1 ($)				Share- Based Awards2 ($)				Option- Based Awards3 ($)				Annual Incentive Plan4 ($)				Long-Term Incentive Plans ($)		Pension Value5 ($)				All Other Compensation6 ($)				Total Compensation ($)
Tony Staffieri7 President and Chief Executive Officer			2025				1,500,000				5,500,000				5,500,002				1,802,885			—			849,900				295,144				15,447,931
			2024				1,480,769				10,000,000				—				1,480,769			—			835,700				294,787				14,092,025
			2023				1,400,000				—				9,000,008				1,400,000			—			708,300				467,168				12,975,476
Glenn Brandt8 Chief Financial Officer			2025				650,000				1,125,000				1,125,004				650,000			—			268,700				26,178				3,844,882
			2024				650,000				1,900,000				900,001				663,000			—			264,000				26,000				4,403,001
			2023				650,000				900,000				900,011				660,920			—			226,100				439,325				3,776,356
Edward S. Rogers9 Executive Chair			2025				3,000,000				2,422,308				—				—			—			191,200				7,177				5,620,685
			2024				1,073,077				3,294,222				—				—			—			129,800				—				4,497,099
			2023				—				—				—				—			—			—				—				—
Mahes Wickramasinghe10 President, Group Operations			2025				700,000				—				2,250,004				700,000			—			175,000				236,507				4,061,511
			2024				700,000				2,900,000				900,001				700,000			—			175,000				232,549				5,607,550
			2023				700,000				900,000				900,011				715,680			—			178,800				392,737				3,787,228
Bret Leech11 President, Residential			2025				600,000				1,000,000				1,000,004				630,000			—			170,300				36,178				3,436,482
			2024				593,269				2,800,000				—				593,269			—			156,800				36,330				4,179,668
			2023				525,000				—				1,800,009				529,200			—			157,886				379,007				3,391,102

¹ Salary represents actual base salary earnings received in each fiscal year.

² Share-Based Awards include PRSUs and RSUs and are valued based on the number of units granted multiplied by the five-day weighted average trading price of Class B Non-Voting Shares on the TSX preceding the date of grant. For purposes of the valuation, all PRSUs with future performance conditions are deemed to have been met at 100% of target.

³ Option-Based Awards are valued using solely a Black-Scholes model that represents the option fair value (compensation value) on the grant date. The share prices used for purposes of determining stock option grants are outlined in the chart below. For compensation purposes, the share price is determined based on the five-day weighted average share price of Class B Non-Voting Shares on the TSX preceding the date of grant. For accounting purposes, the share price is determined as the closing share price on the date of grant. For further details see the Option Valuation Methodologies table on following page.

Share Price ($)
Purpose		Mar 03, 2025				Jan 16, 2024				Mar 01, 2024				Mar 01, 2023				Jun 01, 2023
Compensation			40.3718				63.4516				60.6667				65.2244				60.6016
Accounting			40.11				64.21				60.39				64.72				59.88

⁴  Annual Incentive Plan represents short-term incentives paid in cash in the year following the fiscal year in which the award was earned. See “2025 STIP Awards” for details of the plan and payout for the most recent year.

⁵ Pension value represents all compensation relating to defined benefit or defined contribution plans. For defined benefit plans it includes the value of service accrued in the current year, the impact of any difference in pensionable earnings versus expected pensionable earnings used to determine the obligation at the beginning of the year and the impact of past service benefit changes or special benefits provided in 2025. For defined contribution plans, it includes the value of the capital accumulated during the current year.

⁶ All Other Compensation may include the following: allowances, premiums associated with benefit insurance, life insurance, AD&D, LTD top-up, parking, Company ESAP contributions, executive medical coverage and financial planning. One-time cash payments are also included in All Other Compensation and described together with other compensation notes for each respective NEO. In 2023, 2024 and 2025, Mr. Staffieri’s amount reflects an annual executive allowance of $100,000 and professional fees associated with ongoing legal and tax planning as outlined in his employment agreement.

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⁷ Mr. Staffieri elected to receive 50% of his 2025 annual LTIP award in the form of SOs and 50% in the form of DSUs which are subject to the same vesting schedule and performance conditions as applicable to the associated PRSU award.

⁸ Mr. Brandt elected to receive 50% of his 2025 annual LTIP award in the form of SOs and 50% in the form of DSUs which are subject to the same vesting schedule and performance conditions as applicable to the associated PRSU award. In addition to his annual LTIP award, Mr. Brandt received a Special PRSU award of $1,000,000 in March 2024 to support market competitiveness. Mr. Brandt received a cash bonus of $350,000 in April 2023 in recognition of his leadership through complexities associated with financing the Shaw Transaction amidst a shifting close date through 2023.

⁹ Mr. Rogers is not eligible for STIP and received an annual LTIP award for 2025 in the form of 60,000 RSUs on March 3, 2025, per his employment agreement. Mr. Rogers was appointed Executive Chair of the Board on August 14, 2024. Mr. Rogers’ executive compensation in 2024 was prorated for the period during which he served as Executive Chair.

¹⁰ Mr. Wickramasinghe elected to receive 50% of his 2025 LTIP award in the form of SOs and 50% in the form of PRSUs. In addition to his annual LTIP award, Mr. Wickramasinghe received a Special PRSU award of $2,000,000 in March 2024 to both support market competitiveness and in recognition of the expanded duties associated with leading the Group Operations business unit. Mr. Wickramasinghe received a cash bonus of $350,000 in April 2023 in recognition of his leading role in negotiating key terms of the Shaw Transaction and related sale of Freedom Mobile Inc. Mr. Wickramasinghe was appointed Chief Commercial Officer on April 16, 2023, prior to which he served as Chief Administrative Officer since joining Rogers on January 31, 2022. Effective February 12, 2024, Mr. Wickramasinghe was appointed President, Group Operations.

¹¹ Mr. Leech elected to receive 50% of his 2025 annual LTIP award in the form of SOs and 50% in the form of DSUs which are subject to the same vesting schedule and performance conditions as applicable to the associated PRSU award. Mr. Leech converted 50% of his 2025 STIP to RSUs under the Wealth+ program. In addition to his annual LTIP award, Mr. Leech received a Special PRSU award of $1,000,000 in March 2024 to support market competitiveness. Mr. Leech received a cash bonus of $350,000 in April 2023 in recognition of his leadership through employee program and system integration for the Shaw Transaction amidst a shifting close date through 2023. Mr. Leech was appointed President, Residential on February 12, 2024, prior to which he served as Chief Human Resources Officer since joining Rogers on February 9, 2022.

Compensation and accounting values for all stock option awards have been determined using a Black-Scholes model. The amounts disclosed represent the option fair value (compensation value) on the grant date.

Option Valuation Methodologies

Inputs		2025		2024				2023
Valuation Methodology		Black- Scholes Mar 03, 2025 SO Grant		Black- Scholes Jan 16, 2024 SO Grant		Black- Scholes Mar 01, 2024 SO Grant		Black- Scholes Mar 01, 2023 SO Grant		Black- Scholes Jun 01, 2023 SO Grant
Share Price Volatility		22.73%		24.77%		24.01%		23.38%		23.56%
Dividend Yield		4.95%		3.12%		3.30%		3.09%		3.34%
Risk-Free Interest Rate		2.54%		3.41%		3.48%		3.55%		3.35%
Expected Life (years)		5.50		5.00		5.50		5.50		5.50
Value per Option		$4.92		$12.06		$11.27		$12.27		$10.83

¹ The compensation and accounting values for grants to Messrs. Staffieri, Brandt, Wickramasinghe and Leech were calculated based on the Black-Scholes methodology for SOs granted on March 3, 2025.

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Incentive Plan Awards

Outstanding Option-Based and Share-Based Awards as at December 31, 2025

						Option-Based Awards																				Share-Based Awards
Name						Number of Securities Underlying Unexercised Options (#)				Option Exercise Price1 ($)				Option Expiration Date (mm/dd/yyyy)				Value of Unexercised in-the-money Options2 ($)								Number of Shares or Units of Shares That Have Not Vested (#)				Market or Payout Value of Share-Based Awards That Have Not Vested3 ($)				Market or Payout Value of Vested Share-Based Awards Not Paid Out or Distributed4 ($)
Tony Staffieri							15,640				49.95				03/01/2026
							33,920				56.70				03/01/2027
							52,732				58.45				03/01/2028
							125,915				73.00				03/01/2029
							151,930				62.56				03/02/2030
							88,410				62.24				03/23/2031
							517,058				65.73				03/01/2032
			*				823,004				65.73				03/01/2032
							733,692				65.22				03/01/2033
							1,117,508				40.37				03/03/2035				12,811,309								356,864				18,489,155				8,076,790
Glenn Brandt							84,022				65.73				03/01/2032
			*				257,189				65.73				03/01/2032
							73,370				65.22				03/01/2033
							79,889				60.67				03/01/2034
							228,582				40.37				03/03/2035				2,614,567								86,154				4,463,640				750,179
Edward S. Rogers							48,260				49.95				03/01/2026				89,575								125,632				6,509,012				—
Mahes Wickramasinghe							180,971				65.73				03/01/2032
			*				257,189				65.73				03/01/2032
							73,370				65.22				03/01/2033
							79,889				60.67				03/01/2034
							457,163				40.37				03/03/2035				5,229,122								67,116				3,477,271				—
Bret Leech							51,706				65.73				03/01/2032
			*				205,751				65.73				03/01/2032
							146,739				65.22				03/01/2033
							203,184				40.37				03/03/2035				2,324,059								66,537				3,447,261				638,046

* Reflects Shaw Transaction-related performance SOs (PSOs), as applicable.

¹ Option Exercise Prices are established based on the five-day weighted average trading price of Class B Non-Voting Shares on the TSX preceding the date of grant.

² Value of Unexercised in-the-money Options represents all outstanding SOs (including PSOs) valued based on the difference between the closing price of Class B Non-Voting Shares on the TSX on December 31, 2025 of $51.81 and the exercise price. SOs where the exercise price is above the December 31, 2025 closing price of Class B Non-Voting Shares on the TSX are considered to have no value.

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³ Market or Payout Value of Share-Based Awards That Have Not Vested represents share units including DSUs and PRSUs that have not vested, valued based on the closing price of Class B Non-Voting Shares on the TSX as at December 31, 2025 of $51.81. For purposes of this valuation, all PRSUs and PRSU DSUs with future performance conditions are deemed to have been met at 100% of target.

⁴ Market or Payout Value of Vested Share-Based Awards Not Paid Out or Distributed represents vested share units that have not been paid out or distributed.

Vested Option and Share Awards Under the Company’s Incentive Plans During 2025

Name		Option Awards Value Vested During the Year1 ($)		Share Awards Value Vested During the Year2 ($)				Non-Equity Incentive Plan Compensation Value Earned During the Year3 ($)
Tony Staffieri		—			2,560,741				1,802,885
Glenn Brandt		—			899,658				650,000
Edward S. Rogers		—			—				—
Mahes Wickramasinghe		—			689,662				700,000
Bret Leech		—			686,263				630,000

¹ Option Awards Value Vested During the Year represents the value of vested SOs and PSOs. Where Option Awards Value Vested During the Year is blank, the value is currently below the strike price as at the vesting date.

² Share Awards Value Vested During the Year reflects PRSUs and RSUs that vested in 2025 valued as at their respective vesting dates, based on the five-day volume weighted average trading price of Class B Non-Voting Shares on the TSX preceding the applicable date.

³ Non-Equity Incentive Plan Compensation Value Earned During the Year represents the annual short-term incentive awards earned in 2025 as reported in the Summary Compensation Table under the Non-Equity Plan Compensation (Annual Incentive Plans). Mr. Leech elected to convert 50% of his 2025 STIP to RSUs under the Wealth+ program. These RSUs will be granted in March 2026 in line with when the 2025 STIP payouts would be made.

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Summary of Long-Term Incentive Plans

Stock Option Plans

Type		Performance Stock Options		Stock Options
Eligibility		2022: Senior executive officers received a special one-time Shaw integration award grant with the option to receive the award in the form of performance stock options. 2012 — 2014: All NEOs and other senior executive officers eligible.		All NEOs and other senior executive officers are eligible as part of annual LTIP. 2015 — 2018: NEOs (excluding the CEO) and other senior executive officers eligible.
Overview		SOs are granted with tandem SARs. Each option entitles the holder, upon exercise, to acquire one Class B Non-Voting Share at the option exercise price (grant price) as set out in the terms of the award. A SAR is a right to surrender an option for a payment equal to the fair market value of a Class B Non-Voting Share minus the option exercise price.
Award		Beginning with the 2022 grant of SOs, the number of options granted is determined based on the dollar value of the award, taking the Black-Scholes value and the fair market value on the day the award is granted into account. Exercise price (also known as grant price or option price) is established using the five-day weighted average price of Class B Non-Voting Shares for the five business days preceding the date on which the award is granted.
Vesting and Expiry		Awards time vest 25% per year over the first four years; however, they will only fully vest if the performance requirement of a 5% increase in share price at each anniversary has also been met. Upon deal closure and with the achievement of performance targets in 2023 and 2024, 50% of the Shaw integration award grants made in 2022 vested in June 2024 and the remaining 50% vested in June 2025. Awards expire after 10 years.		Awards vest 25% per year over the first four years. Awards expire after 10 years.
Exercise or Payout		Following vesting, option holders are entitled to exercise the option to acquire Class B Non-Voting Shares or the SAR (i.e. surrender and receive market price appreciation).
Termination Provisions		The following rules apply if a participant’s employment is terminated before expiry:
Death/Disability:		Awards vest effective as at the date of the participant’s death or disability and are exercisable until the end of the term.
Retirement1:		Awards vest effective as at the date of retirement and are exercisable until the end of the term.
Resignation:		Unvested awards are forfeited and vested awards may be exercised within 30 days after resignation.
Termination Without Cause:		Unvested awards are forfeited and vested awards may be exercised within 30 days after termination.
Termination for Cause:		Vested and unvested awards are forfeited.
Change in Control		The Board may allow awards to vest effective as at the date of the change in control. Vested awards would be exercisable until the end of the specified acceptance period.
Assignment & Transferability of Awards		Awards are personal to the holder and are non-assignable, except to a legal personal representative of the holder, to a personal holding company controlled by the holder, or to a registered retirement savings plan established by the holder, subject to any applicable regulatory approval.
Amendment and Termination		The Board may amend, subject to shareholder approval, or discontinue the plan at any time; provided, that no such amendment may, without the consent of the participant, alter the terms of any award previously granted to them, if such alteration will have the effect of impairing, derogating from or otherwise adversely affecting such participant’s rights thereunder, unless additional similar rights, or other compensation of equal or greater value, is given to such participant.

¹ Qualification for retirement treatment as determined by Human Resources Committee.

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Restricted Share Unit Plans

Type		Performance Restricted Share Units		Restricted Share Units
Eligibility		NEOs and other senior executive officers eligible. 2024: CEO direct reports received a Special PRSU award to retain executives who demonstrated their value during the difficult year for our sector 2022 and 2023: Senior executive officers received a special one-time Shaw integration award grant in 2022 with the option to receive the award in the form of PRSUs.		NEOs and all executives eligible. Executives may also elect to receive their STIP bonus in the form of RSUs subject to Company approval. Such RSUs vest immediately. Starting 2024, Executives may elect to receive their STIP bonus in the form of RSUs under Wealth+ program vesting within three years.
Overview		PRSUs track the price of the Class B Non-Voting Shares and when dividends are paid, additional PRSUs are credited to the participant’s PRSU account. For PRSUs granted 2025 onwards, the number of units that vest will be tied to average EBITDA and cumulative relative TSR performance achieved over the 3-year performance period. PRSUs granted 2022 to 2024 cliff vest on the third anniversary of the grant date, subject to meeting annual performance conditions. The number of units that vest is tied to actual performance achieved on key financial metrics relative to established targets after the completion of performance years 1, 2 and 3. Payments are typically settled in cash at vesting but can be settled as Class B Non-Voting Shares.		RSUs track the price of the Class B Non-Voting Shares and when dividends are paid, additional RSUs are credited to the participant’s RSU account. RSUs cliff vest on the third anniversary of the grant date. RSU granted as part of the Wealth+ program vest equally within three years. Payments are typically settled in cash at vesting but can be settled as Class B Non-Voting Shares.
Award		The number of units granted is determined by dividing the dollar value of the award by the market price on the applicable date. Market price is determined using the five-day weighted average price of Class B Non-Voting Shares for the five business days preceding the applicable date.
Vesting & Expiry		For grants made 2025 onwards, performance will be measured against performance over a 3-year period. Total payout will reflect relative TSR achievement and average annual EBITDA achievement weighted equally. Within each metric, payout will be 0% with achievement below threshold, 50% at threshold, 100% at target and 200% at maximum. For grants made 2022 through 2024, performance will be measured against annual EBITDA targets. Each year the EBITDA target is achieved, one third of the award is eligible to vest at 100%, for a payout at the end of the three-year period. If the target for the year is not achieved, one third of the award is cancelled. Upon deal closure and with the achievement of performance targets in 2023 and 2024, 50% of the Shaw integration award grants made vested in June 2024 with the remaining 50% of the award to vest in June 2025. The Special PRSU awards made in March 2024 will vest 50% in March 2025 and 50% in March 2026 with payouts only upon achieving the EBITDA target set for each year.		Units cliff vest not later than three years after the grant date. Bonus amounts that are deferred into RSUs will be redeemed no later than June 15 of the third calendar year following the calendar year in which the bonus remuneration was earned. RSUs under the Wealth+ program vest in thirds within 3 years.

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Type		Performance Restricted Share Units		Restricted Share Units
Exercise or Payout		Vested units plus credited dividends are paid out in cash or settled as Class B Non-Voting Shares based on the market price on the vesting date. For grants made 2022 onwards, payout is in cash with no option for vested units to be settled as Class B Non-Voting Shares. Market price is determined using the five-day weighted average price of Class B Non-Voting Shares for the five business days preceding vesting date.
Termination Provisions		The following rules apply if a participant’s employment is terminated before expiry:
Death:		Units vest effective as at the date of the participant’s death and are paid out at the next payroll date. For grants beginning 2022, HRC discretion to deem appropriate performance adjustment factor as applicable.
Disability:		Units vest effective as at the date the participant’s employment ceases due to disability and are paid out at the next available payroll date. For grants beginning 2022, continued vesting per LTIP vesting schedule with final payouts reflecting actual performance adjustment factor as applicable.
Retirement1:		Units vest effective as at the date of the participant’s retirement and are paid out at the next available payroll date. For grants beginning 2022, continued vesting per LTIP vesting schedule with final payouts reflecting actual performance adjustment factor as applicable.
Resignation:		Unvested Units are forfeited.
Termination Without Cause:		Unvested Units are forfeited.
Termination for Cause:		Unvested Units are forfeited.
Change in Control		The Board may determine that the Company shall redeem any PRSUs and RSUs which are outstanding at the time of the offer related to the change in control. Beginning 2022, in addition to above, at the Board’s discretion, any outstanding units may be assumed or may substitute similar units that have substantially equivalent terms and value. Board discretion may deem appropriate performance adjustment factor as applicable.
Assignment & Transferability of Awards		RSUs and PRSUs are not transferable or assignable other than to the legal personal representative of the holder or by will in the event of the death of a participant, subject to any applicable regulatory approval.
Amendment and Termination		The Human Resources Committee may, subject to regulatory approval and subject to applicable shareholder approval in certain circumstances, amend, suspend or terminate the plan or any portion thereof at any time in accordance with applicable legislation, provided that no such amendment, suspension or termination may materially adversely affect any share units, or any rights pursuant thereto, without the consent of the affected Participant. If the plan is terminated, the provisions of the plan will continue in effect as long as a share unit or any rights pursuant thereto remain outstanding.

¹  Qualification for retirement treatment as determined by Human Resources Committee.

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Deferred Share Unit Plan

Type		Deferred Share Units
Eligibility		Discretionary DSUs are occasionally granted to NEOs and other executives on such terms and conditions as the Human Resources Committee determines (including vesting conditions). Discretionary DSUs may be granted as part of on-hire compensation. All NEOs and Other Executives may also elect to receive their STIP in the form of DSUs subject to Company approval. Beginning 2022, elections may be made to receive 0%, 50% or 100% of their STIP or PRSUs in the form of DSUs.
Overview		DSUs track the price of the Class B Non-Voting Shares and when dividends are paid, additional DSUs are credited to the participant’s DSU account. DSU vesting schedules vary; all vested units can only be redeemed post termination. Payments are settled in cash upon redemption. Under the Share Matching Program in place from 2015 through 2017, executives could elect to defer their STIP award into DSUs before it was granted as well as defer their RSU/PRSU grant into DSUs before it was granted. Matching DSUs were awarded for these deferrals.
Award		The number of units granted is determined by dividing the dollar value of the award by the market price on the grant date. Market price is determined using the five-day weighted average price of Class B Non-Voting Shares for the five business days preceding the grant date.
Vesting & Expiry		DSUs that are granted as part of on-hire compensation typically vest within three years of service with the Company. DSUs that are granted in lieu of STIP (bonus) remuneration vest immediately. Matching DSUs awarded under the Share Matching Program upon deferral of STIP will vest 1/3 per year. This 3-year program commenced in 2015 and ended in 2017. DSUs awarded upon deferral of RSU/PRSUs, and all matching DSUs awarded under the Share Matching Program upon deferral of RSU/PRSUs, cliff vest not later than three years after the grant date and DSUs awarded upon deferral of PRSUs are subject to the same adjustments for performance as applicable.
Exercise or Payout		Vested DSUs and credited dividends must be redeemed for cash by holders by December of the year following termination of service. No more than two redemption notices may be filed. Participants who fail to redeem any vested DSUs by December 1st of the year following their termination of service will have their vested DSUs automatically redeemed on such date. Participants subject to US taxes will have their DSUs redeemed on such date determined by the Human Resources Committee, which date will be between their separation of service and the date 90 days after their separation from service. Vested DSUs are paid out based on the market price on the redemption date. Market price is determined using the five-day weighted average price of Class B Non-Voting Shares for the five business days preceding redemption date.
Termination Provisions		The following rules apply if a participant’s employment is terminated before vesting:
Death:		The Company will make a lump sum cash payment within 90 days of death for DSUs credited to the executive’s account. For grants beginning 2023, unvested units vest upon death. HRC discretion to deem appropriate performance adjustment factor as applicable.
Disability:		Units vest effective as at the date of the participant’s employment ceases due to disability and are eligible for payout. For grants beginning 2023, unvested units vest pro-rata based on the time between grant date and date employment ceases due to disability. HRC discretion to deem appropriate performance adjustment factor as applicable.
Retirement1:		Units vest effective as at the date of the participant’s retirement and are eligible for payout. For grants beginning 2023, unvested units vest pro-rata based on the time between grant date and retirement date. HRC discretion to deem appropriate performance adjustment factor as applicable.

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Type		Deferred Share Units
Resignation:		Unvested units are forfeited. Vested units can be redeemed up until December 15 of the year following resignation. For grants beginning 2023, vested units can be redeemed up until December 1 of the year following termination.
Termination Without Cause:		Unvested units are forfeited. Vested units can be redeemed up until December 15 of the year following termination. For grants beginning 2023, vested units can be redeemed up until December 1 of the year following termination.
Termination for Cause:		Unvested units are forfeited. Vested units can be redeemed up until December 15 of the year following termination. For grants beginning 2023, vested units can be redeemed up until December 1 of the year following termination.
Change in Control		There are no vesting or redemption provisions relating to a change of control. At the Board’s discretion, any outstanding DSUs may be assumed by the acquiring entity or deemed to be vested. Board discretion may deem appropriate performance adjustment factor as applicable.
Assignment & Transferability of Awards		DSUs are not transferable or assignable other than by will or applicable law.
Amendment and Termination		The Human Resources Committee may amend, suspend or terminate the plan or any portion thereof at any time in accordance with applicable legislation, and subject to any required regulatory or shareholder approval. No amendment, suspension or termination may materially adversely affect any DSUs, or any rights pursuant thereto, without the consent of the affected holder. If the plan is terminated, the provisions of the plan will continue in effect as long as a DSU or any rights pursuant thereto remain outstanding.

¹ Qualification for retirement treatment as determined by Human Resources Committee.

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Pension Benefits

The Company provides pension benefits to its employees, including NEOs, through the Rogers DB Pension Plan and the Rogers DC Pension Plan. In addition, all NEOs will receive benefits under the Rogers DB SERP or Rogers DC SERP in accordance with their registered pension plan participation.

Defined Benefit Arrangements

The DB Plan is a contributory defined benefit pension plan registered under the Income Tax Act (ITA) and the Pension Benefits Standards Act. It was closed to new enrolment on July 1, 2016. Executives who are members of the DB SERP are not required to contribute to it. For each year of credited service, the DB Plan provides members with an annual pension benefit of 2.0% of their annual salary, up to the ITA prescribed maximum. Periodically, Rogers has provided for updates to the career average base year earnings used to determine pensions under the DB Plan. Pensions are payable on an unreduced basis once a member has attained age 55 and 30 years of continuous employment or age 65. Members who terminate before eligibility for early retirement are entitled to a lump sum payment of equivalent value to the accrued pension payable at age 65, or they may choose a deferred pension option.

The DB SERP provides additional pension benefits to certain key executives for earnings in excess of the ITA limits prescribed for DB pension plans. For each year of credited service, the DB SERP provides eligible executives with an annual pension benefit of 2.0% of their pre-2015 career average base salary plus 2.0% of their post-2014 pensionable earnings, in excess of the ITA limits, including eligible target bonuses, capped at a combined annual aggregate of $1,250,000. Benefits earned under the DB SERP vest after three years of membership in the DB SERP and are payable on an unreduced basis once a member has reached age 65 or attained age 55 and completed 30 years of continuous employment. Executives who are vested and whose employment ends are entitled to a lump sum payment from the DB SERP of the equivalent value of the accrued pension benefit payable at age 65 or they may defer their benefit in the plan until a later date. If a DB SERP member’s employment ends after eligibility for early retirement, they also have the option to receive entitlement in the form of a monthly pension. Applicable amendments made to the DB Plan, such as career average upgrades, are reflected in the DB SERP. The DB SERP is not funded and benefit payments to former executives are paid directly by Rogers.

Defined Benefit Pension Plan

		Annual Benefits Payable1
Name		Number of Years of Credited Service				At Year End ($)				At Age 65 ($)				Opening Present Value of Defined Benefit Obligation2 ($)				Compensatory Change3 ($)				Non- Compensatory Change4 ($)				Closing Present Value of Defined Benefit Obligation5 ($)
Tony Staffieri6			21.75				1,740,000				2,060,000				17,369,600				849,900				145,000				18,364,500
Glenn Brandt			31.92				182,200				248,800				2,285,500				268,700				30,200				2,584,400

¹ Retiring executives may elect to have the pension from the DB SERP converted to a lump sum commuted value. Commuted values would be based on market interest rates in effect at the date of retirement and may differ significantly from the Closing Present Value of Defined Benefit Obligations. The benefits for all NEOs are based on the December 31, 2025 values.

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² Opening Present Value of Defined Benefit Obligation equals the value of the projected pension earned for service to December 31, 2024. The values have been determined using the same actuarial assumptions and measurement date used for determining the pension plan obligations at December 31, 2024, as disclosed in the notes to the 2024 Audited Consolidated Financial Statements, based on the actual earnings for 2024 and adjusted to reflect expected future increases in pensionable earnings.

³ Compensatory Change includes the value of the projected pension earned for service from January 1, 2025 to December 31, 2025, the change in accrued obligation due to differences between actual and assumed compensation for the year, and the change in accrued obligation due to changes in benefits in the year. The impact of expected future career average upgrades is recognized in the compensatory change over the career of each executive even in years when no such upgrade occurs. The accrued benefit liabilities assume that the Company will resume its historical practice of upgrading the career average earnings base year on a triennial basis. In the future, if the Company deviates from its historical practices, such deviation will be reflected in the compensatory change at that time.

⁴ Non-Compensatory Change includes interest on obligations at the beginning of the year, gains and losses due to differences in actual experience compared to actuarial assumptions, and changes in actuarial assumptions.

⁵ Closing Present Value of Defined Benefit Obligation equals the value of the projected pension earned for service to December 31, 2025. The values have been determined using the same actuarial assumptions and measurement date used for determining the pension plan obligations at December 31, 2025, as disclosed in the notes to the 2025 Audited Consolidated Financial Statements, based on the actual earnings for 2025 and adjusted to reflect expected increases in pensionable earnings.

⁶ Mr. Staffieri’s special benefit arrangement (the CEO Defined Benefit Supplementary Retirement plan and promotion award) is reflected in the Opening Present Value of Defined Benefit Obligation and December 31, 2025 Closing Present Value of Defined Benefit Obligation.

NEOs who participate in the DB Plan are currently vested in their pension entitlements earned to December 31, 2025. In accordance with International Financial Reporting Standards (IFRS), the amounts set out above make no allowance for the different tax treatment of the portion of pension not paid from the registered pension plans. All amounts shown above are estimated based on assumptions and represent contractual entitlements that may change over time. The methods and assumptions used to determine estimated amounts will not be identical to the methods and assumptions used by other issuers and, as a result, the figures may not be directly comparable across issuers.

Defined Contribution Arrangements

Effective July 1, 2016, the Company introduced the DC Plan for new employees and existing employees who were not enrolled in the DB Plan. Employees joining this plan may contribute between 1% and 8% of their earnings and receive a matching contribution from the Company of up to 6%. Benefits in the DC Plan vest immediately. Normal retirement age for employees in the DC Plan is age 65. New executives in the DC Plan are required to contribute 8% of their pensionable earnings until the annual ITA maximum is reached. The DC SERP plan provides executive members with notional benefits that would have otherwise been limited due to the ITA maximum. The maximum earnings used to calculate the pension credit in the DC SERP plan is capped at $1,250,000 annually and includes actual paid short-term bonus that is capped at the applicable executive’s target amount. An executive’s notional account is vested three years after joining the DC SERP. Executives whose employment ends within three years of joining the DC SERP will not receive any benefit under the DC SERP. Investment return is determined based on the investment decisions made by the executive.

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Defined Contribution Pension Plan

Name		Accumulated Value at Start of Year1 ($)				Compensatory2 ($)				Accumulated Value at Year End1 ($)
Edward S. Rogers3			131,500				191,200				355,000
Mahes Wickramasinghe			505,100				175,000				735,600
Bret Leech			440,800				170,300				678,400

¹ Accumulated Value at Start of Year and Accumulated Value at Year End represents the account balances at the beginning and/or end of the 2025 year, respectively.

² Compensatory changes include accrued contributions to the registered pension plan and accrued notional contributions to the DC SERP.

³ Mr. Rogers has a previous period of employment with RCI, during which he was a member of DB Plan and DB SERP. As at December 31, 2025, the accrued obligation held in respect of his deferred pension was $4,945,600; this amount is not included in the above table, given it is not part of his current employment agreement.

Termination and Change of Control Benefits

Potential Payments Upon Termination, Resignation, Retirement or Change of Control

The following table shows potential payments to each NEO who was active as at December 31, 2025, as if the officer’s employment had been terminated with or without cause and/or if the officer had retired or resigned as at December 31, 2025. The Human Resources Committee has ultimate discretion to determine the appropriate treatment for a change in control scenario in accordance with plan terms.

The amounts for each NEO were calculated using the closing price of Class B Non-Voting Shares on the TSX on December 31, 2025, which was $51.81. The actual amounts that would be paid to any NEO can only be determined at the time of an actual termination of employment and would vary from those listed below. Note that the price used in calculating the amounts for each NEO on December 31, 2024 was $44.19 resulting in significant year over year increase in total entitlements stemming from SOs and Share-Based Awards values which vary based on share price.

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EXECUTIVE COMPENSATION

The estimated amounts listed below are in addition to any retirement or other benefits that are available to our salaried employees generally.

Employment Termination Entitlement at December 31, 2025

		Severance ($)					Stock Options ($)					Share-Based Awards ($)					Pension ($)					Total ($)
Tony Staffieri
Termination Without Cause1				7,190,000					6,391,140					11,175,862					1,943,200					26,700,202
Resignation2,3				—					—					—					—					—
Retirement4				—					—					—					—					—
Termination With Cause5				—					—					—					—					—
Change of Control				—					—					—					—					—
Glenn Brandt
Termination Without Cause1				2,752,400					—					881,583					598,200					4,232,183
Resignation3				—					—					—					—					—
Retirement4				—					2,614,567					4,003,309					—					6,617,876
Termination With Cause5				—					—					—					—					—
Change of Control				—					—					—					—					—
Edward S. Rogers
Termination Without Cause1				3,510,000					—					—					—					3,510,000
Resignation3				—					—					—					—					—
Retirement4				—					—					—					—					—
Termination With Cause5				—					—					—					—					—
Change of Control				—					—					—					—					—
Mahes Wickramasinghe
Termination Without Cause1				1,480,200					1,307,280					1,727,988					350,000					4,865,468
Resignation3				—					—					—					—					—
Retirement4				—					5,229,122					2,556,609					—					7,785,731
Termination With Cause5				—					—					—					—					—
Change of Control				—					—					—					—					—
Bret Leech
Termination Without Cause1				2,544,400					—					1,657,242					330,000					4,531,642
Resignation3				—					—					—					—					—
Retirement4				—					—					—					—					—
Termination With Cause5				—					—					—					—					—
Change of Control				—					—					—					—					—

¹ In the event of termination without cause on December 31, 2025, Mr. Staffieri would have been entitled to receive a lump sum payment equal to 24 months of base salary, bonus at target, executive allowance, and benefits continuance. For Mr. Staffieri, all SOs and PRSUs would continue to vest to the earlier of 24 months or the date he commences alternative full-time employment. Mr. Rogers would be entitled to 12 months of base salary and benefits continuance as per the Company’s pay schedule. For his current and past pension entitlements, please refer to the Pension Benefits section above. Messrs. Brandt and Leech would be entitled to 24 months of base salary, bonus at target, executive allowance, and benefits continuance as per the Company’s pay schedule. Mr. Wickramasinghe would be entitled to 12 months of base salary, bonus at target, executive allowance, and benefits continuance as per the Company’s pay schedule. All performance targets related to PRSUs for any annual or three-year performance period that has not been completed would be deemed to have been met at 100% of target.

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EXECUTIVE COMPENSATION

² In the event of an occurrence constituting good reason which is not remedied by the Company, Mr. Staffieri may terminate his employment and receive the benefits outlined above as if it were a termination of employment without cause within 30 days of his notice and no later than 60 days following such date.

³ In the event of resignation, Messrs. Staffieri and Rogers must provide the Board with six months’ written notice. Messrs. Brandt, Wickramasinghe and Leech must provide the CEO with six months’ written notice. Messrs. Rogers, Staffieri, Brandt, Wickramasinghe and Leech will be entitled to redeem any PRSUs, SOs, and DSUs that vest prior to the effective date of resignation.

⁴ Messrs. Brandt and Wickramasinghe were eligible for retirement treatment on December 31, 2025.

⁵ Termination with cause includes (i) theft, fraud, or embezzlement from the Company or any other material act of dishonesty relating to Messrs. Staffieri, Brandt, Rogers and Wickramasinghe and Leech’s employment; (ii) willful misconduct in the course of fulfilling one’s duties which is materially injurious to the Company; (iii) willful, deliberate, and continuous failure on one’s part to perform one’s duties in any material respect after written notice is provided by the Company; or (iv) willful material breach of a material provision of our Business Conduct Policy for Directors, Officers and Employees.

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Director Compensation

Director Compensation, Philosophy, and Components

The compensation of the members of the Board is subject to periodic review by the Corporate Governance Committee. In 2023, following the Shaw Transaction, the Corporate Governance Committee conducted an external assessment of the directors’ compensation program. This assessment compared the compensation of the members of the Board against prevailing market conditions and included feedback from Meridian Compensation Partners. The compensation program described below was approved by the Corporate Governance Committee and came into effect in 2024. The Directors’ Restricted Share Unit Plan (the Directors’ RSU Plan) described below was approved by the holders of Class A Shares at the Company’s 2024 Annual and Special Meeting of Shareholders.

The compensation of directors is designed to:

• attract and retain qualified individuals to serve on the Board;

• align the interests of the directors with the interests of the Company’s shareholders; and

• provide competitive compensation in line with the risks and responsibilities inherent to the role of director.

As described below, the components of our director compensation program are:

• an annual retainer;

• an additional annual retainer if the director serves as Lead Director, a Committee Chair, or a Committee member; and

• an annual grant of equity through the issuance of RSUs.

Retainers and Equity Grants

Annual Retainers

During the year ended December 31, 2025, members of the Board, other than Messrs. Rogers and Staffieri, received director retainers in accordance with the following standard arrangements:

Type of Retainer		Amount ($)
Board Annual Retainer			125,000
Lead Director Annual Retainer			40,000
Audit and Risk Committee Chair Annual Retainer			30,000
Human Resources Committee Chair Annual Retainer			30,000
Other Committee Chair Annual Retainer			15,000
Committee Member Annual Retainer			5,500

Equity Grants to Directors

In addition to the retainers noted above, in 2025, each member of the Board, other than Messrs. Rogers and Staffieri, were awarded 2,500 RSUs.

The Directors’ RSU Plan became the Company’s principal equity compensation plan for directors following its approval at the Company’s 2024 Annual and Special Meeting of Shareholders.

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DIRECTOR COMPENSATION

An RSU is a right to acquire a newly issued Class B Non-Voting Share. RSUs are intended to track the value of Class B Non-Voting Shares and accordingly, when dividends are paid, additional RSUs are credited to the participant’s RSU account based on the market price of Class B Non-Voting Shares on the dividend payment date. The Company will settle vested RSUs by issuing Class B Non-Voting Shares from treasury. Unvested RSUs held as at the date that a participant ceases to provide services to the Company (for any reason whatsoever) will vest effective as of such date and will be redeemed by the Company as soon as practicable.

Under the Directors’ RSU Plan, unless otherwise determined by the Corporate Governance Committee, participants (i) will be awarded 2,500 RSUs per fiscal year; and (ii) may elect to receive up to 100% of their annual retainer in RSUs. Participants that have satisfied their minimum share ownership requirement, as described below, may elect to receive up to 1,500 of their annual RSU grant in cash.

The Directors’ Deferred Share Unit and Share Purchase Plan (the Directors’ DSU Plan) which the Company introduced in 2000, and amended and restated in 2017, remains in place, but the Company does not anticipate issuing additional DSUs under the plan.

We also reimburse directors for travel and other expenses when they attend meetings or conduct our business. Other than certain former employee directors, our non-employee directors are not entitled to a pension, other retirement benefits, or non-equity incentive plan compensation.

Share Ownership Requirements

The share ownership requirements for directors are designed to link the interests of directors to those of our shareholders by encouraging directors to hold an ownership position in the Company’s securities. As of the date of this circular, each non-employee director is required to own an aggregate of at least 12,000 Class A Shares, Class B Non-Voting Shares, RSUs, and DSUs, in any combination, during their term of service as director of the Company. Directors have five years from the date of initial election to the Board to attain the required ownership level. See “The Proposed Nominees” above for information on each director’s current share ownership.

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DIRECTOR COMPENSATION

Director Summary Compensation Table

The following table shows the compensation received by each director for the year ended December 31, 2025. Directors who are also employees of the Company or its subsidiaries receive no remuneration as directors while they are employees.

Name1		Fees Earned Paid In Cash ($)				Share-Based Awards2 ($)				All Other Compensation3 ($)				Total ($)
M.J. Cooper			130,500				88,084				227				218,811
T. English			—				229,584				227				229,811
I. Fecan			218,850				35,234				2,777				256,861
R.J. Gemmell			—				314,584				2,777				317,361
J.L. Innes			166,000				88,084				975				255,059
D.A. Kazarian			—				224,084				227				224,311
Dr. Lachemi			81,600				142,484				227				224,311
D.A. Robinson4			141,500				88,084				2,777				232,361
L. Rogers			—				218,584				227				218,811
B. Shaw5			150,725				35,234				17,339,936				17,525,895
W. Sparrow			130,500				88,084				2,777				221,361
J.H. Tory			171,234				52,850				1,724				225,808

¹ Compensation disclosure for Mr. Rogers and Mr. Staffieri can be found in the “Summary Compensation Table” in the Executive Compensation section.

² These amounts represent DSUs and RSUs that were received under the Directors’ DSU Plan and the Directors’ RSU Plan. Refer to “Equity Grants to Directors” for further details.

³  The amounts disclosed for “All Other Compensation” reflect health and dental benefit premiums for Messrs. Fecan, Gemmell, Robinson, Sparrow, Tory and Ms. Innes, and special policies (Hazards Insurance) for Messrs. Cooper, English, Fecan, Gemmell, Robinson, Shaw, Sparrow, Tory, Dr. Lachemi and Mses. Innes and Kazarian.

⁴  The amounts disclosed for Mr. Robinson do not include (i) $100,000 in cash or (ii) $20,000 in RSUs Mr. Robinson received in connection with his service on the Rogers Bank board of directors.

⁵  On closing of the Shaw Transaction, the Company entered into an advisory agreement with Mr. Shaw pursuant to which he was paid $20 million for a two-year period following closing in exchange for performing certain services related to the transition and integration of Shaw. The amounts disclosed in “All Other Compensation” include payments pursuant to the advisory agreement and pension payments owed to Mr. Shaw. The advisory agreement terminated in April 2025.

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DIRECTOR COMPENSATION

Outstanding Share-based and Option-based Awards

The following table provides information with respect to outstanding SOs, DSUs, and RSUs held by the directors as at December 31, 2025.

		Option Awards1																Share Awards
Name2		Number of securities underlying unexercised options (#)				Option exercise price ($)		Option expiration date (mm/dd/yyyy)		Value of unexercised in-the-money options ($)3								Number of shares or units of shares that have not vested (#)				Market or payout value of share-based awards that have not vested ($)				Market or payout value of vested share-based awards not paid out or distributed3 ($)
M.J. Cooper			—								—								5,227				270,824				309,658
T. English			—								—								10,714				555,108				226,400
I. Fecan			—								—								6,337				328,330				663,772
R.J. Gemmell			—								—								14,011				725,896				1,979,737
J.L. Innes			—								—								5,227				270,824				395,974
D.A. Kazarian			—								—								10,501				544,064				—
Dr. Lachemi			—								—								6,686				346,409				309,658
D.A. Robinson			—								—								6,207				321,564				309,658
L. Rogers			—								—								10,342				535,813				102,764
B. Shaw			—								—								1,023				52,980				—
W. Sparrow			—								—								5,227				270,824				—
J.H. Tory			—								—								3,136				162,494				—

¹  Prior to 2006, directors were entitled to receive SOs and tandem share appreciation rights. Effective July 1, 2006, directors no longer received SOs. The terms of these options are described under “Summary of Long-Term Incentive Plans” in the Executive Compensation section.

²  Compensation disclosure for Mr. Rogers and Mr. Staffieri can be found under “Incentive Plan Awards” and in the “Summary Compensation Table” in the Executive Compensation section.

³  The market value and unexercised in-the-money options value is based on the closing price for Class B Non-Voting Shares on the TSX on December 31, 2025, which was $51.81.

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DIRECTOR COMPENSATION

The following table provides information with respect to the value vested during the year for option awards, share awards and non-equity incentive plan compensation:

Name1

Option Awards-Value Vested During the Year ($)

Share Awards-Value Vested During the Year ($)

Non-Equity Incentive Plan Compensation-Value Earned During the Year ($)

M.J. Cooper

—

—

—

T. English

—

—

—

I. Fecan

—

—

—

R.J. Gemmell

—

—

—

J.L. Innes

—

—

—

D.A. Kazarian

—

—

—

Dr. Lachemi

—

—

—

D.A. Robinson

—

—

—

L. Rogers

—

—

—

B. Shaw

—

—

—

W. Sparrow

—

—

—

J.H. Tory

—

—

—

¹ Compensation disclosure for Mr. Rogers and Mr. Staffieri can be found under “Incentive Plan Awards” and in the “Summary Compensation Table” in the Executive Compensation section.

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Securities Authorized for Issuance Under Equity Compensation Plans

The following table shows details of the equity compensation plans as at December 31, 2025.

Plan Category		Securities to be issued upon exercise of outstanding options, warrants, and rights (A) (#)				Weighted- average exercise price of outstanding options, warrants, and rights (B) ($)				Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column A) (C) (#)
Equity compensation plans approved by security holders
Options			11,766,094				58.58				13,030,276
RSUs under 2003 Restricted Share Unit Plan			3,241,094				—				758,906
RSUs under 2024 Directors’ Restricted Share Unit Plan			88,459								1,911,541
TOTAL			15,095,647								15,700,723

The following information is provided as at December 31, 2025:

Plan		Class B Non-Voting Shares issued and issuable under security-based compensation arrangements (#)				% of outstanding Class A Shares and Class B Non-Voting Shares
2024 Directors’ Restricted Share Unit Plan			2,000,000				0.37	%
2003 Restricted Share Unit Plan			4,000,000				0.74	%
2000 Stock Option Plan			30,000,000				5.55	%
1996 Stock Option Plan			25,000,000				4.63	%
1994 Stock Option Plan			9,500,000				1.76	%

As at December 31, 2025, the number of Class B Non-Voting Shares to be issued upon the exercise of outstanding SOs was 11,766,094 and RSUs was 3,329,552, representing 2.18% and 0.62% respectively, of the aggregate Class A Shares and Class B Non-Voting Shares outstanding. The aggregate number of Class B Non-Voting Shares issued or issuable as at December 31, 2025 under (i) the Stock Option Plans was 51,469,724, (ii) the 2003 Restricted Share Unit Plan (2003 RSU Plan) was 3,241,094 and (iii) the Directors’ RSU Plan was 88,459. The aggregate number of Class B Non-Voting Shares remaining available for future issuance under the Stock Option Plans, the 2003 RSU Plan and the Directors’ RSU Plan is 15,700,723.

All equity-based plans restrict the participation of insiders in the plans as follows:

• the number of Class B Non-Voting Shares reserved for issuance to any one person pursuant to awards granted under the Stock Option Plans, the 2003 RSU Plan, the Directors’ RSU Plan and any other unit or stock option plan shall not, at any time, exceed 5% of the aggregate number of outstanding Class A Shares and Class B Non-Voting Shares;

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

• the number of Class B Non-Voting Shares reserved for issuance to insiders and their associates pursuant to awards granted under the Stock Option Plans, the 2003 RSU Plan, the Directors’ RSU Plan and any other unit or stock option plan shall not exceed 10% of the aggregate number of outstanding Class A Shares and Class B Non-Voting Shares;

• the number of Class B Non-Voting Shares issued under the Stock Option Plans, the 2003 RSU Plan, the Directors’ RSU Plan and any other of our share compensation arrangements to any one insider or that insider’s associates in a 12-month period shall not exceed 5% of the aggregate number of outstanding Class A Shares and Class B Non-Voting Shares; and

• the number of Class B Non-Voting Shares issued under the Stock Option Plans, the 2003 RSU Plan, the Directors’ RSU Plan and any other of our share compensation arrangements to insiders and their associates in a 12-month period shall not exceed 10% of the aggregate number of outstanding Class A Shares and Class B Non-Voting Shares.

The Human Resources Committee, in respect of employees, and the Corporate Governance Committee, in respect of directors, has the authority to waive or vary the provisions regarding exercise of SOs or RSUs following termination of employment or ceasing to be a director, as applicable.

Burn Rate

The following table discloses the annual burn rate for each of the three most recently completed fiscal years for each Long-Term Incentive Plan. The rates reflect the grants made during the fiscal year under each LTIP as a percentage of the aggregate Class A Shares and Class B Non-Voting Shares outstanding as at December 31, 2025.

Plan		2025				2024				2023
Stock Options			0.5%				0.1%				0.3%
Restricted Share Units			0.3%				0.2%				0.3%
Deferred Share Units			0.0%				0.0%				0.0%

Indebtedness of Directors and Executive Officers

The Company’s directors, executive officers, and employees (current and former) do not have any outstanding indebtedness to the Company or its subsidiaries.

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Corporate Governance

Statement of Corporate Governance Practices

The Board endorses the principle that our corporate governance practices (the Corporate Governance Practices) are a fundamental part of our proper functioning as a corporation. The Board believes that these Corporate Governance Practices enhance the interests of our security holders, employees, customers, and others dealing with us. These Corporate Governance Practices conform in all substantial aspects with applicable corporate governance guidelines and standards and take into account the following:

Source		Reason for Conforming
Sarbanes-Oxley Act of 2002 (U.S.)		We are a foreign private issuer in the U.S.
New York Stock Exchange (NYSE)		We have shares listed on the NYSE
Toronto Stock Exchange (TSX)		We have shares listed on the TSX
Canadian Securities Administrators		We are a reporting issuer in various jurisdictions in Canada

The Board closely monitors these and other corporate governance developments and is committed to enhancing our Corporate Governance Practices on a continuing basis. Our Corporate Governance Practices, summarized below, respond to the disclosure required by National Instrument 58-101—“Disclosure of Corporate Governance Practices” (NI 58-101) and the guidelines set forth in National Policy 58-201—“Corporate Governance Guidelines” (NP 58-201). This Statement of Corporate Governance Practices was prepared by the Corporate Governance Committee and approved by the Board.

Controlled Company Exemption

The NYSE listing standards require a listed company to have, among other things, a nominating committee consisting entirely of independent directors. The rules permit a “controlled company” to be exempt from these requirements. A “controlled company” is a company of which more than 50% of the voting power is held by an individual, group, or another company. The Board has determined that it is appropriate for directors affiliated with the controlling shareholder to serve on the Board committees, apart from the Audit and Risk Committee, because of the alignment of interests between our controlling shareholder and our minority shareholders, namely the creation of value and long-term growth. Accordingly, the Board has approved the Company’s reliance on the controlled company exemption with regards to membership of the nominating committee.

Foreign Private Issuer Status

Under the NYSE listing standards, a “foreign private issuer”, such as the Company, is not required to comply with most of the NYSE corporate governance listing standards. However, foreign private issuers are required to disclose any significant ways in which their corporate governance practices differ from those followed by U.S. companies under NYSE listing standards.

Appointment of Auditor

The NYSE listing standards and U.S. securities laws require the audit committee of a U.S. company be directly responsible for the appointment of any registered accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit review or attest services. There is an exception for foreign private issuers that are required under a home country law to have auditors selected pursuant to home country standards. Pursuant to the Business Corporations

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CORPORATE GOVERNANCE

Act (British Columbia), our auditor is to be appointed by the shareholders at the annual general meeting of the Company. Our Audit and Risk Committee is responsible for evaluating the auditor and advising the Board of its recommendation regarding the appointment of the auditor.

Shareholder Approval of Equity Compensation Plans

The NYSE listing standards require shareholder approval of all equity compensation plans and material revisions to such plans, subject to limited exemptions. The definition of “equity compensation plan” covers plans that provide for the delivery of newly issued or treasury securities. The TSX rules provide that only the creation of, or material amendments to, equity compensation plans that provide for new issuances of securities are subject to shareholder approval in certain circumstances. We follow the TSX rules with respect to the requirements for shareholder approval of equity compensation plans and material revisions to such plans.

Board Composition

The Board currently has fourteen members. If all of the proposed nominees are elected to the Board, the Board will continue to have fourteen members, with ten being independent. The Board is responsible for determining whether a director is “independent” within the meaning of NI 58-101.

On April 3, 2023, the Company acquired all of Shaw’s issued and outstanding Class A Participating Shares and Class B Non-Voting Participating Shares (the Shaw Transaction). In connection with the Shaw Transaction, the Company agreed with the Shaw Family Living Trust (SFLT), the former controlling shareholder of Shaw, that, for so long as SFLT and related persons (the Shaw Family Shareholders) beneficially own, or exercise control over, directly or indirectly, at least 12,000,000 Class B Non-Voting Shares (subject to appropriate adjustments for stock splits, consolidations and other reorganizations involving the Class B Non-Voting Shares), SFLT shall be entitled to designate for election or appointment to the Board (i) Bradley S. Shaw (provided that he is eligible to serve as a member of the Board under the Business Corporations Act (British Columbia) thereby being an “Eligible Person”) and (ii) one other Eligible Person that is reasonably acceptable to the Board and qualifies as “independent” under securities laws, stock exchange rules and other applicable laws (unless the Company otherwise agrees). If Bradley S. Shaw is unable or unwilling to serve as a director at a time when SFLT would otherwise be entitled to nominate two nominees, then SFLT shall thereafter only be entitled to nominate one nominee. For so long as SFLT beneficially owns, or exercises control over, directly or indirectly, less than 12,000,000 Class B Non-Voting Shares but at least 4,000,000 Class B Non-Voting Shares (subject to appropriate adjustments for stock splits, consolidations and other reorganizations involving the Class B Non-Voting Shares), SFLT shall be entitled to designate Bradley S. Shaw for election or appointment to the Board (provided that he is an Eligible Person). If Bradley S. Shaw is unable or unwilling to stand for election or appointment as SFLT’s only nominee, SFLT shall be entitled to designate an alternative Eligible Person that is reasonably acceptable to the Board and qualifies as “independent” under securities laws, stock exchange rules and other applicable laws (unless the Company otherwise agrees) until the earlier of (i) ten years from the date that Bradley S. Shaw ceases to be a director of the Company, and (ii) the date that SFLT ceases to beneficially own, or exercise control over, directly or indirectly, at least 4,000,000 Class B Non-Voting Shares (subject to appropriate adjustments for stock splits, consolidations and other reorganizations involving the Class B Non-Voting Shares). The Rogers Control Trust (the controlling shareholder of the Company) has agreed to vote all of the Class A Shares of the Company of which it is the registered or beneficial owner, or over which it directly or

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CORPORATE GOVERNANCE

indirectly exercises control, in favour of each nominee of SFLT that is nominated for election or appointment to the Board. SFLT has nominated Bradley S. Shaw and Trevor English as its two nominees for this year’s meeting.

Certain directors may be principals of, partners in, or hold other positions with entities that provide legal, financial, or other services to the Company. The Board has adopted discretionary Director Material Relationship Standards for the purpose of assisting the Board in determining whether a direct or indirect business, commercial, industrial, banking, consulting, professional, charitable, or service relationship that a director may have with the Company or its subsidiaries is a material relationship that could, in the view of the Board, reasonably interfere with the exercise of the director’s independent judgment. These standards can be reviewed on the Company’s website under “Articles & Corporate Governance” at about.rogers.com/investor-relations/corporate-governance.

It is the policy of the Board that there is a separation of the offices of the Executive Chair of the Board and the CEO. The Executive Chair and CEO are in regular communication during the course of the year, including with respect to the Company’s business and the responsibilities of the Board.

Mr. Rogers, Executive Chair, is not an independent director. Pursuant to the Board Mandate, the Board has appointed Mr. Gemmell, an independent director, as Lead Director. The Lead Director facilitates the functioning of the Board independently of management of the Company and provides independent leadership to the Board. For further information regarding the roles and responsibilities of the Lead Director, see “Roles and Responsibilities of the Lead Director” in the Board Mandate (attached to this circular as Appendix B).

The following table shows those directors of the Board who are independent and those who are non-independent within the meaning of NI 58-101, and the reason for non-independence of individual directors.

Director		Independent		Non-independent		Reason for non-independence
Michael J. Cooper		✔
Trevor English		✔
Ivan Fecan		✔
Robert J. Gemmell		✔
Jan L. Innes		✔
Diane A. Kazarian		✔
Dr. Mohamed Lachemi		✔
David A. Robinson		✔
Edward S. Rogers (Executive Chair)				✔		Executive officer of the Company and executive officer of the controlling shareholder of the Company
Lisa A. Rogers				✔		Related to a non-independent director of the Company
Bradley S. Shaw1				✔		Former advisor to the Company
Wayne Sparrow		✔
Tony Staffieri				✔		Executive officer of the Company
John H. Tory		✔

¹ On closing of the Shaw Transaction, the Company entered into an advisory agreement with Mr. Shaw pursuant to which he was paid $20 million for a two-year period following closing in exchange for performing certain services related to the transition and integration of Shaw. The advisory agreement terminated in April 2025.

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CORPORATE GOVERNANCE

The Corporate Governance Committee is responsible for, among other things, reviewing the size of the Board, the committees of the Board and the boards and committees of the Company’s affiliates. The Corporate Governance Committee typically also reviews the effectiveness of the Board on an annual basis.

The Board has eight permanent (or standing) committees. The Board may appoint special committees to deal with specific matters. A special committee might, for example, consider proposed material transactions between us and our controlling shareholder (or corporations controlled by our controlling shareholder) or between us and our subsidiaries. In those cases, the committee would consist entirely of independent directors who have no relationship to us or to our controlling shareholder other than as a director. The mandates for the eight standing committees of the Board are attached to this circular as Appendix C.

The following table shows the eight standing committees of the Board and the current directors acting as chair or members of the committees.

Director

Audit and Risk

Corporate Governance

Executive

Finance

Human Resources

Nominating

Pension

Sustainability and Social Impact

Michael J. Cooper

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Trevor English

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Ivan Fecan

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Robert J. Gemmell

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Jan L. Innes

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Diane A. Kazarian

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Dr. Mohamed Lachemi

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David A. Robinson

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Edward S. Rogers

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Lisa A. Rogers

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Bradley S. Shaw

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Wayne Sparrow

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Tony Staffieri

John H. Tory

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Board Mandate and Responsibilities

The Board is responsible for the stewardship of the Company. This requires the Board to oversee the conduct of the business and affairs of the Company. The Board discharges some of its responsibilities directly and discharges others through committees of the Board. The Board is not responsible for the day-to-day management and operation of the Company’s business, as this responsibility has been delegated to management. The Board is, however, responsible for

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supervising management in carrying out this responsibility. The complete Board Mandate, including roles and responsibilities for directors, including the Executive Chair of the Board, is attached to this circular as Appendix B.

During 2025, the independent directors met at in camera sessions during every regularly scheduled Board meeting without management or non-independent directors. In camera sessions for the independent directors will be included in the agendas for director meetings in 2026. For information on director attendance at Board and committee meetings in 2025, see “The Proposed Nominees” under “Election of Directors”.

Code of Conduct and Ethics and Business Conduct Policy

The Board has adopted the (i) Directors Code of Conduct and Ethics, and (ii) Business Conduct Policy for directors, officers and employees, which together we refer to as the “Codes”. The Codes require our directors, officers, and employees to disclose any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest, among other requirements.

To ensure the directors exercise independent judgment in considering transactions, agreements, or decisions in respect of which a director has a material interest, the directors follow a practice whereby any such director with a material interest must be absent during any Board discussion pertaining thereto and must not cast a vote on such matter.

Issues arising in connection with the Codes, including conflicts of interest, are reported to the Audit and Risk Committee (in the case of the Business Conduct Policy) or to the Corporate Governance Committee (in the case of the Directors Code of Conduct and Ethics), each of which are responsible for monitoring compliance with the applicable Code and applying and interpreting the applicable Code in particular situations. The Committees must inform the Board of Code violations.

Processes are in place to ensure compliance with the Codes by directors, officers, and employees, such as distribution of the Business Conduct Policy to the Company’s employees, and the STAR Hotline, the Company’s anonymous whistleblower hotline. For more details, refer to “Ethical Business Conduct” in Appendix A to this circular.

Director Orientation and Continuing Education

It is the responsibility of the Corporate Governance Committee to provide an orientation and continuing education program for the directors.

Newly-appointed directors attend orientation sessions that are intended to familiarize them with our business and operations, including management structure, strategic plans, finances, opportunities, and risks. New directors have the opportunity to meet with management and other members of the Board. New directors are also provided with a package of detailed information concerning our affairs, including public filings.

All of the directors are members of the Institute of Corporate Directors, which offers director education programs and provides access to publications to enhance knowledge concerning governance and director responsibilities.

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As part of the Board’s continuing education, presentations are made by management personnel or outside experts to educate the directors on new issues and developments in legal, regulatory, and industry initiatives from time to time.

The following table sets out certain educational activities organized in 2025:

Topic		Participants		Timing
Update on Accounting Policies, Estimates, and New Accounting Pronouncements Tax Update		Audit and Risk Committee		January
Inclusion and Diversity Review and Trends		Human Resources Committee		January and October
Risk Management in Compensation Programs		Human Resources Committee		January
Satellite to Mobile		Board of Directors		April
Artificial Intelligence		Board of Directors		October
Information and Cyber Security Enterprise and Business Unit Risk Management Update Investor Relations Update		Audit and Risk Committee		Quarterly
Enterprise Risk Management, Business Continuity, and Disaster Recovery		Audit and Risk Committee		October
Market trends in benefits plan design		Human Resources Committee		October

Director Nomination and Board Assessment, Gender Diversity, and Term Limits

The Nominating Committee is responsible for reviewing, considering, and initiating proposals for nomination of individuals for election to the Board and assessing incumbent directors for re-nomination to the Board. The Nominating Committee maintains an evergreen list of potential candidates for future director vacancies. Potential candidates for the Board are evaluated by the Nominating Committee, having regard to the candidate’s background and qualifications to ensure that the candidate’s experience and skill are aligned with the Company’s needs. Each year the Nominating Committee recommends to the Board the names of individuals to be nominated for election as members of the Board.

The Nominating Committee has four members, three of whom are independent. For more information on the Nominating Committee and its responsibilities, please refer to the subsection “Nomination of Directors” in Appendix A to this circular. Also refer to Appendix C to this circular for the full mandate of the Nominating Committee.

The Company has a strong commitment to diversity. A strong female participation rate is important at all levels of the organization, including the executive officer level and the Board level. The Board has adopted a formal gender diversity policy to re-affirm its commitment to diversity

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and to ensure that the Board is meeting one of its objectives for strong female representation on the Board. The key provision of this policy is to ensure that the Nominating Committee reviews overall composition of the Board and potential nominees with gender diversity as an important consideration. The Nominating Committee monitors and annually presents to the Board the gender diversity statistics of the Board. The Board does not have a target for representation of women on the Board but the Board believes that the gender diversity policy will ensure that gender diversity is an important consideration in the candidate evaluation and selection process. The Board currently has three female directors and, if the proposed nominee directors for this year are elected, women will represent 21% (3 of 14) of the Board. The Nominating Committee also takes other aspects of diversity into account in evaluating potential candidates.

The Company does not impose term limits on its directors as it takes the view that term limits are an arbitrary mechanism for removing directors, which can result in valuable, experienced directors being forced to leave the Board solely because of length of service. The Nominating Committee annually assesses the strengths and weaknesses of the Board. In these reviews, consideration is given to each director’s ability to continue to make a meaningful contribution to the Board. This flexible approach allows the Company to consider each director individually, and the Board composition generally, to determine if the appropriate balance is being achieved.

The Corporate Governance Committee uses discussions between the Chair of the Committee and Board members and annual evaluations to solicit comment and evaluation from individual directors on the performance and effectiveness of the Board and its committees and recommendations for improvements. The Chair of the Committee discusses with the individual directors the effectiveness and performance of the Board and individual directors’ areas of interest and participation. The Chair of the Committee reviews the recommendations and comments of the directors with the Corporate Governance Committee.

Risk Management Oversight

For a description of risk management oversight, please see “Risk Management” on page 70 of our 2025 MD&A.

Audit and Risk Committee

The Audit and Risk Committee is composed entirely of independent directors and meets regularly without management present. Audit and Risk Committee meetings with both internal and external auditors are held on a regular basis and the committee has the authority to engage independent advisors, paid for by the Company, to help make the best possible decisions on the financial reporting, accounting policies and practices, disclosure practices, and internal controls of the Company.

For further information regarding the Audit and Risk Committee, in compliance with the disclosure requirement of National Instrument 52-110—“Audit Committees”, refer to the section entitled “Audit and Risk Committee” in the Company’s Annual Information Form dated March  6, 2026, which is available on SEDAR+ at sedarplus.ca and on EDGAR at sec.gov.

Other Good Governance Practices

• Director share ownership requirements (see “Share Ownership Requirements” under “Director Compensation”)

• Committee retention of independent advisors

• Board approval is required for material commitments

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Interaction with Shareholders

The Company remains committed to interacting with its shareholders. Meetings are held on a regular basis between management and institutional shareholders. In addition, a conference call with the investment community is organized on a quarterly basis, with audience participation through a question and answer period, to review our financial results and at other times where appropriate. Additionally, management participates in various broker-hosted investor conferences held throughout the year, which may be webcast at about.rogers.com/investor-relations. Our Investor Relations team answers requests and questions from our shareholders. Our Investor Relations team may be contacted by telephone at 647.435.6470 / 1.844.801.4792.

Any person wishing to contact the Lead Director or another member of the Board, may write, in care of the Corporate Secretary, to the head office of the Company at 333 Bloor Street East, 10th Floor, Toronto, Ontario M4W 1G9, Canada or by e-mail: board.matters@rci.rogers.com.

Submitted on behalf of the Corporate Governance Committee.

Robert J. Gemmell

Chair, Corporate Governance Committee

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Report of the Audit and Risk Committee

We are pleased to provide this overview of the work of the Audit and Risk Committee during 2025.

The Audit and Risk Committee met five times to review key matters relating to its mandate and annual work plan and reported on these matters to the Board. At each regular meeting, the Audit and Risk Committee (i) had the opportunity to meet without management present and (ii) met separately with each of the CFO, the heads of Internal Audit and Risk Management, and the external auditors.

A work plan was used to ensure the Audit and Risk Committee received adequate reports and information at each of its meetings to fulfill its responsibilities. There were also educational presentations to keep the members up to date with current developments, such as upcoming accounting and tax legislative changes, and other matters relevant to the Company.

2025 Highlights

In fulfilling each of its responsibilities as outlined in the Audit and Risk Committee Mandate, the Audit and Risk Committee accomplished the following during 2025:

Financial Reporting

• obtained regular updates regarding accounting and reporting matters requiring judgment and estimation and received regular quarterly updates from investor relations to understand the capital markets, investor profiles and performance of Rogers’ stock.

Enterprise Risk Management

• reviewed the Company’s Annual Enterprise Risk Management Assessment;

• reviewed the Business Continuity and Disaster and Recovery Plans;

• monitored risk management activities, including mitigations and risk trending, on a quarterly basis;

• monitored the Company’s information and cyber security program, including obtaining regular updates on the evolving threat landscape and cyber security risks and trends, application security and resilience, and enhancements to controls and global incident response;

• reviewed the corporate insurance program.

Audit Functions

• led a formal review of the qualifications, expertise, resources, and the overall performance of the external auditors by: (1) conducting a survey with the Committee, (2) evaluating them against pre-established Audit Quality Indicators (AQIs), and (3) assessing the independence of the external auditors;

• reviewed and approved the internal audit charter and the internal audit plan for 2025;

• received regular internal audit and corporate security services reports and met with management to review its action plans to address recommendations and the timing of remediation.

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REPORT OF THE AUDIT AND RISK COMMITTEE

Committee Governance

• reviewed the performance of key finance management with the CFO;

• received various educational presentations to continue learning about the business and monitor financial risks, including the annual tax update and the review of accounting policies, accounting estimates and new accounting pronouncements;

• reviewed the adequacy of its Mandate and confirmed no significant changes were needed. For more information on the Audit and Risk Committee Mandate, refer to Appendix C to this circular or visit the “Articles & Corporate Governance” section of our website at about.rogers.com/investor-relations/corporate-governance.

Other

• received updates on the Company’s implementation of a new, cloud-based enterprise resource planning (ERP) system; and

• reviewed and approved related party transactions.

Appointment of Auditors

KPMG LLP was re-appointed at the Annual General Meeting of Shareholders of the Company on April 23, 2025.

At the 2026 Annual General Meeting of Shareholders, the shareholders are being asked to re-appoint KPMG LLP as the Company’s independent registered public accounting firm for 2026. The Audit and Risk Committee has recommended to the Board that KPMG LLP be re-appointed. Representatives of KPMG LLP are expected to attend the meeting virtually or in person, will have an opportunity to make a statement if they desire to do so, and will be available to respond to questions.

Audit partners are subject to rotation requirements that limit the number of consecutive years an individual partner may provide service to the Company. U.S. Securities and Exchange Commission independence rules governing KPMG LLP require the lead audit engagement partner for a reporting issuer to rotate every five years, and all other audit partners to rotate every seven years. For each mandatory rotation of the lead audit partner, the Chair of the Audit and Risk Committee is involved in the selection of the Company’s lead audit partner, including interviewing candidates for the role and providing a recommendation to the full Audit and Risk Committee.

For the total fees paid to the auditors, refer to “Appointment of Auditors” on page 34 of this circular.

Submitted on behalf of the Audit and Risk Committee,

Robert J. Gemmell

Chair, Audit and Risk Committee

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Other Information

Interest of Informed Persons in Material Transactions

We are not aware that any shareholder holding more than 10% of the voting rights attached to the Class A Shares, any proposed nominee for election as director, any director or officer of us or any of our subsidiaries, or any associate or affiliate of those persons has any material interest in any transaction that has materially affected or would materially affect us or any of our subsidiaries since January 1, 2025.

Interest of Certain Persons or Companies in Matters to be Acted Upon

None of our directors or senior executive officers, nor any person who has had such a position since January 1, 2025, nor any proposed nominee for election as our director, nor any of their respective associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the meeting, other than the election of directors or the appointment of the auditors.

Management Contracts

There are no agreements or arrangements where our management functions or any of our subsidiaries’ management functions were, to any substantial degree, performed by a person or company other than our or our subsidiaries’ directors or senior officers.

Additional Information

Please see our full-year 2025 audited financial statements and 2025 MD&A for financial and other information about Rogers. Additional information is available on SEDAR+ at sedarplus.ca, on EDGAR at sec.gov, and at about.rogers.com/investor-relations. You can obtain a copy of our most recent financial statements, Management’s Discussion and Analysis, and Annual Information Form without charge, upon request from the Investor Relations department, which can be contacted as follows:

Investor Relations

Rogers Communications Inc.

333 Bloor Street East, 10th Floor

Toronto, Ontario, M4W 1G9, Canada

647.435.6470 / 1.844.801.4792

investor.relations@rci.rogers.com

The Board has approved the contents and the sending of this circular.

Marisa Wyse

Corporate Secretary

March 6, 2026

Toronto, Ontario, Canada

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Appendix A

National Instrument Requirements

Instrument Requirements		Comments
Board of Directors
Disclose the identity of directors who are independent.		Based on the information provided by each existing and proposed director, and the recommendations of the Corporate Governance Committee, the Board has determined that the following nominees are independent in accordance with the requirements of NI 58-101. In making this determination, the Board considered all of the relationships that each nominee has with the Company (taking the discretionary standards referred to above and other factors the Board considered relevant into account) and concluded that none of the relationships considered would likely impair the existing or proposed director’s independent judgment. Michael J. Cooper Trevor English Ivan Fecan Robert J. Gemmell Jan L. Innes Diane A. Kazarian Dr. Mohamed Lachemi David A. Robinson Chief Wayne Sparrow John H. Tory
Disclose the identity of directors who are not independent, and describe the basis for that determination.		Please refer to the table in “Board Composition” under “Statement of Corporate Governance Practices”.
Disclose whether or not a majority of directors are independent. If a majority of directors are not independent, describe what the Board does to facilitate its exercise of independent judgment in carrying out its responsibilities.		A majority of the Board is independent.
If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a Canadian jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.		Please refer to the tables in “The Proposed Nominees” under “Election of Directors”.
Disclose whether or not the independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in		During 2025, the independent directors met at in camera sessions without management or non-independent directors at the seven regularly scheduled Board meetings.

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Instrument Requirements		Comments
attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer’s most recently completed financial year.		Please also refer to “Board Mandate and Responsibilities” under “Statement of Corporate Governance Practices” and the table in that section.
Disclose whether or not the chair of the Board is an independent director. If the Board has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director, and describe his or her role and responsibilities. If the Board has neither a chair that is independent nor a lead director that is independent, describe what the Board does to provide leadership for its independent directors.		Please refer to “Board Composition” under “Statement of Corporate Governance Practices”. Please refer to “Roles and Responsibilities of the Lead Director” in the Board Mandate (attached to this circular as Appendix B).
Disclose the attendance record of each director for all Board meetings held since the beginning of the issuer’s most recently completed financial year.		Please refer to the tables under “Election of Directors”.
Board Mandate
Disclose the text of the Board’s written mandate.		The Board has adopted a Board of Directors Mandate (Board Mandate) as its written mandate of directors’ duties and responsibilities. Please refer to the Board Mandate (attached to this circular as Appendix B).
Position Descriptions
Disclose whether or not the Board has developed written position descriptions for the chair and the chair of each board committee.		Please refer to “Roles and Responsibilities of the Executive Chair” in the Board Mandate (attached to this circular as Appendix B). The chairs of each Board committee are responsible for organizing the affairs of such committee, chairing its meetings, providing guidance to the members of such committee, retaining outside experts as may be required, and reporting to the Board on the work of such committee. The mandate of the committee may also assign specific additional responsibilities to the chair of the committee.
Disclose whether or not the Board and Chief Executive Officer (CEO) have developed a written position description for the CEO.		The Board has approved a detailed written position description for the CEO. The Human Resources Committee reviews and approves the CEO’s written objectives for each year.

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APPENDIX A

Instrument Requirements		Comments
Orientation and Continuing Education
Briefly describe what measures the Board takes to orient new directors regarding (i) the role of the Board, its committees and its directors, and (ii) the nature and operation of the issuer’s business.		Please refer to “Director Orientation and Continuing Education” under “Statement of Corporate Governance Practices”. Also refer to Appendix C for the full mandate of the Corporate Governance Committee.
Briefly describe what measures, if any, the Board takes to provide continuing education for its directors.		Please refer to “Director Orientation and Continuing Education” under “Statement of Corporate Governance Practices”.
Ethical Business Conduct
Disclose whether or not the Board has adopted a written code of business conduct and ethics for the directors, officers and employees. If the Board has adopted a written code:		The Board has adopted both a “Directors Code of Conduct and Ethics” and the “Rogers Business Conduct Policy” for directors, officers, and employees (the Codes).
(i)  disclose how a person or company may obtain a copy of the code;		(i)  We have publicly filed the Codes on SEDAR+ and they may also be obtained from our website where they have been posted under “Articles & Corporate Governance” at about.rogers.com/investor-relations/corporate-governance.
(ii)   describe how the Board monitors compliance with its code, or if the Board does not monitor compliance, explain whether and how the Board satisfies itself regarding compliance with its code; and		(ii)   Issues arising in connection with the Codes, including conflicts of interest, are reported to the Audit and Risk Committee, in the case of the Rogers Business Conduct Policy, and to the Corporate Governance Committee, in the case of the Directors Code of Conduct and Ethics, which are responsible for monitoring compliance with the applicable Code and applying and interpreting the applicable Code in particular situations. The Committees must inform the Board of Code violations.
(iii)  provide a cross-reference to any material change report filed since the beginning of the issuer’s most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the code.		(iii)  Not applicable.

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Instrument Requirements		Comments
Describe any steps the Board takes to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.		To ensure the directors exercise independent judgment in considering transactions, agreements, or decisions in respect of which a director has a material interest, the directors follow a practice whereby any such director with a material interest must be absent during any Board discussion pertaining thereto and must not cast a vote on such matter.
Describe any other steps the Board takes to encourage and promote a culture of ethical business conduct.		The Board and the CEO have reviewed and approved the Codes. It is management’s responsibility to distribute and implement the Rogers Business Conduct Policy to the Company’s employees. Under the Rogers Business Conduct Policy, any employee who has reason to suspect any violation of applicable law or regulations, or has concerns about potential business/ethical misconduct, financial misconduct with regard to the Company’s accounting practices, financial controls, or the safeguarding of its assets, is encouraged to speak to his/her manager/supervisor, or to report such suspicions or concerns to the STAR Hotline, the corporate whistleblower hotline, which allows anonymous reporting, if desired. Employees may also disclose information to a securities regulatory authority, a self-regulatory organization recognized under securities legislation, or a law enforcement agency. In addition, each year we provide a refresher on our business conduct and ethical standards through mandatory Company-wide training on the Rogers Business Conduct Policy. The training course provides an overview of key topics and tests an employee’s understanding of how to deal with the practical real-life issues and challenging choices that may arise in their day-to-day work.
Nomination of Directors
Describe the process by which the Board identifies new candidates for Board nomination.		Please refer to “Director Nomination and Board Assessment, Gender Diversity, and Term Limits” under “Statement of Corporate Governance Practices”.

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APPENDIX A

Instrument Requirements		Comments
Disclose whether or not the Board has a nominating committee composed entirely of independent directors. If the Board does not have a nominating committee composed entirely of independent directors, describe what steps the Board takes to encourage an objective nomination process.		The Nominating Committee has four members, three of whom are independent. The Control Trust Chair (see “Outstanding Shares and Main Shareholders” under “Voting Information”) is obligated to use reasonable efforts to procure the appointment of the Control Trust Chair to the Nominating Committee. The Nominating Committee, which is responsible for, among other things, the identification of new candidates for the Board, is not composed entirely of independent directors as one member, Edward S. Rogers, is not independent. Because of the alignment of interests between our controlling shareholder and our minority shareholders, namely the creation of value and long-term growth, the Board has determined it is appropriate for Edward S. Rogers to be a member of the Nominating Committee, with the remainder of the members of the Nominating Committee being independent directors. The Board believes that the presence of independent directors on the Nominating Committee and the alignment of interests described above ensure an objective nomination process that is in the interests of all shareholders.
If the Board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.		Please refer to “Director Nomination and Board Assessment, Gender Diversity and Term Limits” under “Statement of Corporate Governance Practices”. Also refer to Appendix C for the full mandate of the Nominating Committee.
Compensation
Describe the process by which the Board determines the compensation for the issuer’s directors and officers.		Please refer to “Director Compensation” and “Compensation Discussion & Analysis” under “Executive Compensation”.
Disclose whether or not the Board has a compensation committee composed entirely of independent directors.		All members of the Human Resources Committee are independent. For additional information, please see “Human Resources Committee” under “Compensation Discussion & Analysis” in the “Executive Compensation” section.

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Instrument Requirements		Comments
If the Board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee.		Please refer to Appendix C for the full mandate of the Human Resources Committee.
Other Board Committees
If the Board has standing committees other than the audit, compensation, and nominating committees, identify the committees and describe their function.		Please refer to “Board Composition” under “Statement of Corporate Governance Practices” for identification of the eight standing committees of the Board. Also refer to Appendix C for the full mandates of all eight standing committees.
Assessments
Disclose whether or not the Board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments.		Please refer to “Director Nomination and Board Assessment, Gender Diversity, and Term Limits” under “Statement of Corporate Governance Practices”. Also refer to Appendix C for the full mandate of the Corporate Governance Committee.
Director Term Limits and Other Mechanisms of Board Renewal
Disclose whether or not the issuer has adopted term limits for the directors on its board or other mechanisms of board renewal and, if so, include a description of those director term limits or other mechanisms of board renewal. If the issuer has not adopted term limits or other mechanisms of board renewal, disclose why it has not done so.		Please refer to “Director Nomination and Board Assessment, Gender Diversity, and Term Limits” under “Statement of Corporate Governance Practices”.
Policies Regarding the Representation of Women on the Board
Disclose whether the issuer has adopted a written policy relating to the identification and nomination of women directors. If the issuer has not adopted such a policy, disclose why it has not done so.		Please refer to “Director Nomination and Board Assessment, Gender Diversity, and Term Limits” under “Statement of Corporate Governance Practices”.
If an issuer has adopted a policy referred to above, disclose the following in respect of the policy:		Please refer to “Director Nomination and Board Assessment, Gender Diversity, and Term Limits” under “Statement of Corporate Governance Practices”.
(i)  a short summary of its objectives and key provisions,
(ii)   the measures taken to ensure that the policy has been effectively implemented,
(iii)  annual and cumulative progress by the issuer on achieving the objectives of the policy, and

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APPENDIX A

Instrument Requirements		Comments
(iv)  whether and, if so how, the Board or its nominating committee measures the effectiveness of the policy.
Consideration of the Representation of Women in the Director Identification and Selection Process
Disclose whether and, if so how, the Board or nominating committee considers the level of representation of women on the Board in identifying and nominating candidates for election or re-election to the Board. If the issuer does not consider the level of representation of women on the Board in identifying and nominating candidates for election or re-election to the Board, disclose the issuer’s reasons for not doing so.		Please refer to “Director Nomination and Board Assessment, Gender Diversity, and Term Limits” under “Statement of Corporate Governance Practices”.
Consideration Given to the Representation of Women in Executive Officer Appointments
Disclose whether and, if so how, the issuer considers the level of representation of women in executive officer positions when making executive officer appointments. If the issuer does not consider the level of representation of women in executive officer positions when making executive officer appointments, disclose the issuer’s reasons for not doing so.		Please refer to “Role of the Human Resources Committee” in the Executive Compensation section.
Issuer’s Targets Regarding the Representation of Women on the Board and in Executive Officer Positions
For purposes of this Item, a “target” means a number or percentage, or a range of numbers and percentages, adopted by the issuer of women on the issuer’s board or in executive officer positions of the issuer by a specific date. Disclose whether the issuer has adopted a target regarding women on the issuer’s board. If the issuer has not adopted a target, disclose why it has not done so. Disclose whether the issuer has adopted a target regarding women in executive officer positions of the issuer. If the issuer has not adopted a target, disclose why it has not done so. If the issuer has adopted a target referred to above, disclose: (i) the target, and (ii) the annual and cumulative progress of the issuer in achieving the target.		Please refer to “Director Nomination and Board Assessment, Gender Diversity, and Term Limits” under “Statement of Corporate Governance Practices” and “Role of the Human Resources Committee” in the Executive Compensation section.

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Instrument Requirements		Comments
Number of Women on the Board and in Executive Officer Positions
Disclose the number and proportion (in percentage terms) of directors on the issuer’s board who are women.		Please refer to “Director Nomination and Board Assessment, Gender Diversity, and Term Limits” under “Statement of Corporate Governance Practices”.
Disclose the number and proportion (in percentage terms) of executive officers of the issuer, including all major subsidiaries of the issuer, who are women.		Please refer to “Role of the Human Resources Committee” in the Executive Compensation section.

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Appendix B

Board of Directors Mandate

The purpose of this mandate (“Mandate”) of the board of directors (the “Board”) of Rogers Communications Inc. (the “Company”) is to provide guidance to Board members as to their duties and responsibilities. The power and authority of the Board is subject to the provisions of applicable law.

Purpose of the Board

The Board is responsible for the stewardship of the Company. This requires the Board to oversee the conduct of the business and affairs of the Company. The Board discharges some of its responsibilities directly and discharges others through committees of the Board. The Board is not responsible for the day-to-day management and operation of the Company’s business, as this responsibility has been delegated to management. The Board is, however, responsible for supervising management in carrying out this responsibility.

Membership

The Board consists of directors elected by the shareholders as provided for in the Company’s constating documents and in accordance with applicable law. From time to time, the Corporate Governance Committee shall review the size of the Board to ensure that its size facilitates effective decision-making by the Board in the fulfillment of its responsibilities.

Each member of the Board must act honestly and in good faith with a view to the best interests of the Company, and must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. A director is responsible for the matters under “Role and Responsibilities of the Board” below as well as for other duties as they arise in the director’s role.

All members of the Board shall have suitable experience and skills given the nature of the Company and its businesses and have a proven record of sound judgment. Directors are to possess characteristics and traits that reflect:

• high ethical standards and integrity in their personal and professional dealings;

• the ability to provide thoughtful and experienced counsel on a broad range of issues and to develop a depth of knowledge of the businesses of the Company in order to understand and assess the assumptions on which the Company’s strategic and business plans are based and to form an independent judgment with respect to the appropriateness and probability of achieving such plans;

• the ability to monitor and evaluate the financial performance of the Company;

• an appreciation of the value of Board and team performance over individual performance and a respect for others; and

• an openness for the opinions of others and the willingness to listen, as well as the ability to communicate effectively and to raise tough questions in a manner that encourages open and frank discussion.

Directors are expected to commit the time and resources necessary to properly carry out their duties. Among other matters, directors are expected to adequately prepare for and attend all regularly scheduled Board meetings. New directors are expected to understand fully the role of the Board, the role of the committees of the Board and the contribution individual directors are expected to make.

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APPENDIX B

Ethics

Members of the Board shall carry out their responsibilities objectively, honestly and in good faith with a view to the best interests of the Company. Directors of the Company are expected to conduct themselves according to the highest standards of personal and professional integrity. Directors are also expected to set the standard for Company-wide ethical conduct and ensure ethical behaviour and compliance with laws and regulations. If an actual or potential conflict of interest arises, a director shall promptly inform the Chair or Executive Chair and shall refrain from voting or participating in discussion of the matter in respect of which he has an actual or potential conflict of interest. If it is determined that a significant conflict of interest exists and cannot be resolved, the director should resign.

Directors are expected to act in accordance with applicable law, the Company’s Articles and the Company’s Directors Code of Conduct and Ethics. The Board is required to monitor compliance with the Directors Code of Conduct and Ethics and is responsible for the granting of any waivers from compliance with the Directors Code of Conduct and Ethics.

Meetings

The Board shall meet in accordance with a schedule established each year by the Board, and at such other times as the Board may determine. Meeting agendas shall be developed in consultation with the Chair or Executive Chair. Board members may propose agenda items though communication with the Chair or Executive Chair. The Chair or Executive Chair is responsible for ensuring that a suitably comprehensive information package is sent to each director in advance of each meeting. At the discretion of the Board, members of management and others may attend Board meetings, except for separate meetings of the independent directors of the Board.

Directors are expected to be fully prepared for each Board meeting, which requires them, at a minimum, to have read the material provided to them prior to the meeting. At Board meetings, each director is expected to take an active role in discussion and decision-making. To facilitate this, the Chair or Executive Chair is responsible for fostering an atmosphere conducive to open discussion and debate.

Independent directors shall have the opportunity to meet at appropriate times without management present at regularly scheduled meetings. The Lead Director shall be responsible for presiding over meetings of the independent directors. Independent directors may propose agenda items for meetings of independent directors through communication with the Lead Director.

Roles and Responsibilities of the Board

The Board is responsible for approving the Company’s goals, objectives and strategies. The Board shall adopt a strategic planning process and approve and review, on at least an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks of the business. The Board is also responsible for overseeing the management of the business and affairs of the Company and the implementation of appropriate risk assessment systems to identify and manage principal risks of the Company’s business.

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In addition to the other matters provided in this Mandate, including the matters delegated to Board committees as set out below, the Board is also responsible for the following specific matters:

• review and approve management’s strategic plans;

• review and approve the Company’s financial objectives, business plans and budgets, including capital allocations and expenditures;

• monitor corporate performance against the strategic plans and business, operating and capital budgets;

• management succession planning, including appointing and monitoring, the Chief Executive Officer of the Company;

• approve and update the Code of Business Conduct for employees to create a culture of integrity throughout the organization;

• approve commitments (actual or contingent) (other than commitments solely between the Company and its wholly owned subsidiaries or between wholly owned subsidiaries of the Company) that are (a) in the ordinary course of business of either more than $200 million per year in the aggregate by one or a series of transactions, or alternatively when the cumulative value for all years is more than $500 million in the aggregate and in either case are not cancellable by Rogers for convenience without penalty of more than $200 million; or (b) outside of the ordinary course of business of more than $200 million in the aggregate by one or a series of transactions, including without limitation, acquisitions, dispositions, mergers, arrangements and other forms of business combination and investments and loans by the Company or any subsidiary;

• assess its own effectiveness in fulfilling its responsibilities, including monitoring the effectiveness of individual directors;

• ensure the integrity of the Company’s internal control system and management information systems;

• develop the Company’s approach to corporate governance, including developing a set of corporate governance principles and guidelines; and

• satisfy itself that appropriate policies and procedures are in place regarding public disclosure and restricted trading by insiders, including the review and approval of the Company’s corporate disclosure policy and confirmation that a process is in place to disclose all material information in compliance with the Company’s timely disclosure obligations and to prevent selective disclosure of material information to analysts, institutional investors, market professionals and others.

A director has an important and positive role as a representative of the Company. A director is also expected to participate in outside activities that enhance the Company’s image to investors, employees, customers and the public.

Roles and Responsibilities of the Executive Chair

The Executive Chair shall manage the business of the Board and advise whether the functions identified in the Board of Directors Charter are being effectively carried out by the Board and its committees. The Executive Chair of the Board shall work with the Chief Executive Officer in the development and review of the Company’s strategic initiatives, including strengthening the Company’s partnerships and fostering key relationships that lead to new business, including strategic acquisitions.

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This role and the responsibilities outlined below will be the principal focus of the Executive Chair. Following input from the Board of Directors, and in consultation with the Lead Director, performance in this role will be reviewed annually by the HRC.

Subject to the role of the Lead Director, the Executive Chair shall be responsible to:

Board and Committee Related

• chair annual and special meetings of shareholders;

• chair Board meetings, including requiring appropriate briefing materials to be delivered in a timely fashion, stimulating debate, providing adequate time for discussion of issues, facilitating consensus, encouraging full participation by individual directors and requiring that clarity regarding decisions is reached and duly recorded;

• prepare the agenda for each Board meeting with the participation of management;

• monitor the work of the committees of the Board and in that connection the Executive Chair may attend, as a non-voting participant, all meetings of Board committees (other than those on which he otherwise sits) provided that if the Executive Chair is not independent, he or she must be absent for meetings and portions thereof where his performance is being evaluated or where all Committee members are required to be independent;

• advise whether the Board and its committees have the necessary resources to support their work including, in particular, accurate, timely and relevant information;

• assist in the Board’s evaluation and self-assessment of its effectiveness and implementation of improvements;

• provide appropriate guidance to individual Board members in discharging their duties;

• assist newly appointed directors so that they receive an appropriate orientation and education program;

• promote constructive and effective relations between the Board and the CEO, and with the Rogers Control Trust;

• promote best practices and high standards of corporate governance, including compliance with laws, regulations, and ethical standards;

• advise whether appropriate processes are in place for evaluation by the board of the Chief Executive Officer; and

• lead all initiatives regarding CEO succession planning.

Business Activities Related

• work with the Board and the Chief Executive Officer to align on the strategy for the Company’s long-term growth and foster and maintain high performance levels;

• advise whether the Corporation’s strategic plan is accurately communicated to the Board and whether all decisions of importance are approved by the Board in a timely manner;

• work with the CEO to identify opportunities for value-enhancing strategic initiatives, including acquisitions, joint ventures, strategically important relationships, and when appropriate, the disposition of non-core assets;

• act as a senior statesman of the Company when liaising with shareholders, business partners, financial institutions, external stakeholders, regulators, and employees;

• provide guidance to the Chief Executive Officer and support him/her in the goal of building an efficient and qualified executive management team; and

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• work with the Chief Executive Officer of the Corporation in order to advise whether all policies and procedures of the Corporation are followed in accordance with the highest governance and industry standards.

Roles and Responsibilities of the Lead Director

The Lead Director will facilitate the functioning of the Board independently of management of the Company (excluding any Executive Chair) and provide independent leadership to the Board. The Lead Director shall have the following responsibilities:

• provide overall leadership to ensure that the Board functions independently of management of the Company (excluding any Executive Chair);

• ensure directors clearly understand and respect the boundaries between the Board and management responsibilities;

• provide the perspective of the independent directors to all relevant persons and groups, including the Chair or Executive Chair, the Chief Executive Officer and Chairs of the Committees;

• if the Chair or Executive Chair is not independent, to chair separate executive sessions of the independent members of the Board;

• review with the Chair or Executive Chair and Chief Executive Officer of the Company items of importance for consideration by the Board;

• consult and meet with any or all of the directors, at the discretion of either party;

• meet individually with each director during the year;

• recommend, where necessary, the holding of special meetings of the Board;

• promote best practices and high standards of corporate governance;

• participate in the selection of new directors and interview all short-listed director candidates;

• review and approve the travel and entertainment expenses of the Chair or Executive Chair and any Deputy Chair;

• assist the Chair or Executive Chair in planning and organizing the activities of the Board, including providing input on meeting dates and Board agendas; and

• perform such other duties and responsibilities as may be determined by the Board from time to time.

Procedures to Ensure Effective and Independent Operation

The Board recognizes the importance of having procedures in place to ensure the effective and independent operation of the Board. In addition to the policies and procedures provided elsewhere in this Mandate including under “Roles and Responsibilities of the Executive Chair” set out above, the Board has adopted the following procedures:

• the Board has complete access to the Company’s management;

• the Board requires timely and accurate reporting from management and shall regularly review the quality of management’s reports;

• subject to the approval of the Corporate Governance Committee, individual directors may engage an external adviser at the expense of the Company in appropriate circumstances;

• the Chair or Executive Chair of the Board shall monitor the nature and timeliness of the information requested by and provided by management to the Board to determine if the Board can be more effective in identifying problems and opportunities for the Company; and

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• the Chief Human Resources Officer of the Company, together with the Chief Executive Officer, shall develop a detailed job description for the Chief Executive Officer. This description shall be approved by the Human Resources Committee and recommended to the Board. The Board shall assess the Chief Executive Officer against the objectives set out in this job description.

Board Committees

Subject to limits on delegation contained in corporate law applicable to the Company, the Board has the authority to establish and carry out its duties through committees and to appoint directors to be members of these committees. The Board assesses the matters to be delegated to committees of the Board and the constitution of such committees annually or more frequently, as circumstances require. From time to time the Board may create ad hoc committees to examine specific issues on behalf of the Board.

The Board has established the following standing committees:

(1) Audit and Risk Committee;

(2) Corporate Governance Committee;

(3) Executive Committee;

(4) Finance Committee;

(5) Human Resources Committee;

(6) Nominating Committee;

(7) Pension Committee; and

(8) Sustainability and Social Impact Committee.

The respective responsibilities of each of the foregoing committees is set forth in the applicable committee mandate.

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Appendix C

Standing Committee Mandates

Audit and Risk Committee

Current Members:

Name		Independent
Robert J. Gemmell (Chair)		Yes
Trevor English		Yes
Ivan Fecan		Yes
Diane A. Kazarian		Yes

Our Main Responsibilities:

• oversee reliable, accurate and clear policies and practices for the preparation of financial reports to shareholders

• oversee the design, implementation and review of internal controls—the necessary checks and balances must be in place

• recommend to the Board the appointment of the external auditor, based on an evaluation of the qualifications, independence and oversight of the auditors’ work—the shareholders’ auditors report directly to the Audit and Risk Committee (the “Committee”)

• meet with Rogers Communications Inc.’s (the “Company”) external and internal auditors and evaluate the effectiveness and independence of each

• oversee the establishment and maintenance of processes and controls that ensure the Company complies with applicable laws and regulations relating to financial reporting and risk management

• review the annual strategic risk assessment, including management’s implementation of risk policies and actions to monitor and control major risk exposures

• review the Company’s business continuity and disaster recovery plans

• receive reports on, and approve, if appropriate, transactions with related parties

Purpose of the Audit and Risk Committee

The Committee shall assist the Board of Directors (the “Board”) of the Company in fulfilling its oversight responsibilities in the following principal areas:

(i) financial reporting processes and the integrity of financial statements provided by the Company to the public;

(ii) recommend to the Board the appointment of the external auditor, based on an evaluation of the qualifications, independence and oversight of the auditor’s work;

(iii) the qualifications and performance of internal auditors;

(iv) the Company’s accounting systems, financial controls and disclosure controls;

(v) compliance with applicable legal and regulatory requirements; and

(vi) the implementation of appropriate risk assessment systems to identify and manage principal risks of the Company’s business.

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In addition to the responsibilities specifically enumerated in this Mandate, the Board may refer to the Committee, as it sees fit, on matters and questions relating to the financial position of the Company and its subsidiaries.

Independence

The Committee is composed entirely of independent directors within the meaning of applicable securities laws and the Company’s Director Material Relationship Standards.

The members meet regularly without management present.

The members have the authority to engage independent advisors, paid for by the Company, to help the Committee make the best possible decisions on the financial reporting, accounting and risk management policies and practices, disclosure practices, and internal controls of the Company.

Membership

The Committee shall be comprised of not less than three members of the Board, each of whom shall be independent of management in accordance with applicable securities laws and based on the Company’s Director Material Relationship Standards.

The Chief Executive Officer may attend each meeting of the Committee at the invitation of the Chair of the Committee (the “Chair”).

The members shall be selected based upon the following, in accordance with applicable laws, rules and regulations:

(a) Independence. Each member shall be independent in accordance with applicable securities laws and based on the Company’s Director Material Relationship Standards and in such regard shall have no direct or indirect material relationship with the Company that, in the view of the Board, could reasonably interfere with the exercise of a member’s independent judgment.

(b) Financially Literate. Each member shall be financially literate or must become financially literate within a reasonable period after his or her appointment to the Committee. For these purposes, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. In addition, at least one member must be a financial expert as defined in accordance with applicable securities laws.

(c) Commitment. In addition to being a member of the Committee and of any audit committee of any affiliate of the Company, if a member of the Committee is also on the audit committee of more than two additional public companies, the Board or the Nominating Committee shall determine that such simultaneous service does not impair the ability of such member to serve effectively on the Committee.

Chair and Secretary

The Chair shall be chosen by the Board and shall serve in that capacity until the next Annual General Meeting of Shareholders of the Company or until his or her earlier resignation or removal

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by resolution of the Board. The Secretary of the Company shall be the Secretary of the Committee, provided that if the Secretary is not present, the Chair of the meeting may appoint a secretary for the meeting with the consent of the Committee members who are present.

Meetings

The times and locations of meetings of the Committee, and the calling of and procedures at such meetings, shall be determined from time to time by the Committee, in consultation with management when necessary, provided that there shall be a minimum of four meetings per year. Subject to the notice provisions of the Articles of the Company, written notice shall be provided no later than 48 hours prior to meetings, unless waived by all members of the Committee. Notice of every meeting shall be given to the external and internal auditors of the Company.

Agendas for meetings of the Committee shall be prepared by the Chair, in consultation with management and the corporate secretary, and shall be circulated to Committee members prior to Committee meetings. A quorum for meetings of the Committee shall be a majority of members.

A member of the Committee may be designated as the liaison member to report on the deliberations of the Committee to the Board.

Remuneration

The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may determine from time to time.

Resources and Authority

The Committee shall have the resources and the authority to discharge its responsibilities, including the authority to engage, at the expense of the Company, outside consultants, independent legal counsel and other advisors and experts as it determines necessary to carry out its duties, without seeking approval of the Board or management.

The Committee shall have the authority to conduct any investigation necessary and appropriate to fulfill its responsibilities.

The Committee has direct access to, and the authority to communicate directly with, the external auditors, internal auditors, the Chief Legal Officer and Corporate Secretary of the Company and other officers and employees of the Company.

The members of the Committee shall have the right to inspect all the books and records of the Company and its subsidiaries and to discuss such accounts and records and any matters relating to the financial position, risk management and internal controls of the Company with the officers and external and internal auditors of the Company and its subsidiaries for the purpose of performing their duties. Any member of the Committee may require the external or internal auditors to attend any or every meeting of the Committee.

Responsibilities

The Company’s management is responsible for the preparation of the Company’s financial statements and the external auditors are responsible for auditing those financial statements, in accordance with applicable standards. The Committee is responsible for overseeing the conduct of those activities by the Company’s management and external auditors and overseeing the activities of the internal auditors. The Company’s external auditors are accountable to the Committee.

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It is recognized that members of the Committee are not full-time employees of the Company and do not represent themselves as accountants or auditors by profession or experts in the fields of accounting, auditing or the preparation of financial statements. It is not the duty or responsibility of the Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures. Each member of the Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Company from whom it receives information, and (ii) the accuracy of the financial and other information provided to the Committee by such persons or organizations absent actual knowledge to the contrary.

The specific responsibilities of the Committee shall include those listed below. The enumerated responsibilities are not intended to restrict the Committee from reviewing and making recommendations regarding any matters related to its purpose.

1. Financial Reporting Process and Financial Statements

(a) in consultation with the external auditors and the internal auditors, review the integrity of the Company’s financial reporting process, both internal and external, and any material issues as to the adequacy of the internal controls and any special audit steps adopted in light of material control deficiencies identified to it by the external or internal auditors or of which the Committee otherwise becomes aware;

(b) review all material transactions and material contracts entered into by the Company and its subsidiaries with any insider or related party of the Company, other than officer or employee compensation arrangements approved or recommended by the Human Resources Committee or director remuneration approved or recommended by the Corporate Governance Committee;

(c) review and discuss with management and the external auditors the Company’s annual audited consolidated financial statements and its interim unaudited consolidated financial statements, and discuss with the external auditors the matters required to be discussed by generally accepted auditing standards in Canada and/or the United States, as applicable, as may be modified or supplemented, and for such purpose, receive and review the year-end report by the external auditors describing: (i) all critical accounting policies and practices used by the Company, (ii) all material alternative accounting treatments of financial information within International Financial Reporting Standards (IFRS) and/or specified financial measures (including non-GAAP measures) that have been discussed with management, including the ramifications of the use of such alternative treatments and disclosures and the treatment preferred by the external auditors, and (iii) other material written communications between the external auditors and management, and discuss such annual report with the external auditors;

(d) following completion of the annual audit, review with each of management, the external auditors and the internal auditors any significant issues, concerns or difficulties encountered during the audit;

(e) resolve disagreements between management and the external auditors regarding financial reporting;

(f) review the interim quarterly and annual financial statements and press releases prior to the release of earnings information;

(g) review emerging accounting issues and their potential impact on the Company’s financial reporting;

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(h) review and be satisfied that adequate procedures are in place for the review and timely disclosure of any public disclosure of financial information by the Company extracted or derived from the Company’s financial statements, other than the disclosure referred to in (f), and periodically assess the adequacy of those procedures;

(i) meet separately, periodically, with each of management, the internal auditors and the external auditors;

(j) approve, on behalf of the Board, the interim consolidated financial statements, the Company’s disclosure under “Management’s Discussion and Analysis” for interim periods and interim earnings press releases, provided that such approval is subsequently reported to the Board at its next meeting; and

(k) review ESG and climate-related information included in the Company’s financial reporting.

2. External Auditors

(a) require the external auditors to report directly to the Committee;

(b) be directly responsible for the selection, nomination, retention, termination and oversight of the work of the Company’s external auditors engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attestation services for the Company, and in such regard recommend to the Board the external auditors to be nominated for approval by the shareholders. A formal review of the qualifications, expertise, resources and the overall performance of the external auditors is conducted annually. A comprehensive review of the external auditors is conducted at least every five years and findings are presented to the Board;

(c) recommend to the Board the compensation of the external auditors;

(d) pre-approve all audit engagements and the provision by the external auditors of all non-audit services, including fees and terms for all audit engagements and non-audit engagements, and in such regard the Committee may establish the types of non-audit services the external auditors shall be prohibited from providing and shall establish the types of audit, audit-related and non-audit services for which the Committee will retain the external auditors. The Committee may delegate to any one of its members the authority to pre-approve non-audit services to be provided by the external auditor, provided that any such pre-approval shall be presented to the full Committee at its next scheduled meeting following such pre-approval;

(e) review and approve the Company’s policies for the hiring of partners and employees and former partners and employees of the external auditors;

(f) review the annual audit plan with the external auditors;

(g) consider, assess and report to the Board regarding the independence, objectivity, professional skepticism and performance of the external auditors, at least annually, including an evaluation of the lead partner and consideration of rotation of such lead partner and the audit firm itself; and

(h) request and review a report by the external auditors, to be submitted at least annually, regarding the auditing firm’s relationships with the Company, internal quality control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the auditing firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the external auditors, and any steps taken to deal with any such issues.

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3. Internal Auditors

(a) review and approve the internal audit charter annually;

(b) approve the annual internal audit plan and discuss internal audit’s mandate with the Chief Audit Executive, including the staffing, responsibilities and budgets;

(c) obtain periodic reports from the Chief Audit Executive regarding internal audit findings and the Company’s progress in remedying any significant audit findings;

(d) review the scope, responsibilities and effectiveness of the internal audit team, including its independence from management, credentials, resources and working relationship with the external auditors; and

(e) review and recommend for approval the appointment and dismissal of the Chief Audit Executive.

4. Accounting Systems, Internal Controls and Disclosure Controls

(a) oversee management’s design and implementation of and reporting on internal controls;

(b) receive and review reports from management, the internal auditors and the external auditors regarding the reliability and effective operation of the Company’s accounting system and internal controls;

(c) review with senior management the controls and procedures adopted by the Company to confirm that material information about the Company and its subsidiaries that is required to be disclosed under applicable law or stock exchange rules is disclosed within the required time periods;

(d) review and discuss with management, the external auditors and internal audit compliance with the Company’s Disclosure Policy by Directors, Officers and other management personnel;

(e) review with senior management and the Chief Audit Executive the adequacy of the internal controls adopted by the Company to safeguard assets from loss and unauthorized use, to prevent, deter and detect fraud, and to verify the accuracy of the financial records and review any special audit steps adopted in light of material weaknesses or significant deficiencies; and

(f) review disclosures made to the Committee by the Chief Executive Officer and Chief Financial Officer during their certification process for applicable securities law filings about any significant deficiencies and material weaknesses in the design or operation of the Company’s internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information required to be disclosed by the Company in the reports that it files or submits under U.S. federal securities law or applicable Canadian federal and provincial legislation and regulations within the required time periods, and any fraud, whether or not material, involving management or other employees who have a significant role in the Company’s internal control over financial reporting.

5. Legal and Regulatory Requirements

(a) receive and review timely analysis by management of significant issues relating to public disclosure and reporting;

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(b) review, prior to finalization, periodic public disclosure documents containing financial information, including Management’s Discussion and Analysis and the Annual Information Form;

(c) review disclosures related to the Committee required to be included in the Company’s continuous disclosure filings;

(d) review with the Company’s Chief Legal Officer and Corporate Secretary legal compliance matters, significant litigation and other legal matters that could have a significant impact on the Company’s financial statements; and

(e) assist the Board in the oversight of compliance with legal and regulatory requirements.

6. Risk Management

The Committee will review the Company’s:

(a) annual strategic risk assessment identifying principal risks and their potential impact on the Company’s ability to achieve its business objectives;

(b) processes for identifying, assessing and managing risks;

(c) major risk exposures and trends from all areas (e.g. information and cyber security, external threats, financial, data, privacy, physical security, environmental impact, new business initiatives) and management’s implementation of risk policies and procedures to monitor and control such exposures;

(d) business continuity plans and disaster recovery plans;

(e) insurance coverage maintained by the Company at least annually; and

(f) other risk management matters from time to time as the Committee may consider appropriate or as the Board may specifically direct.

7. Additional Responsibilities

(a) establish procedures and policies for:

(i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and

(ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;

(b) prepare and review with the Board an annual performance evaluation of the Committee;

(c) review the adequacy of staffing of key financial functions and management’s plans for improvements;

(d) review earnings guidance provided to stakeholders, including analysts and rating agencies;

(e) periodically review with senior management the status of significant taxation matters;

(f) report regularly to the Board, including on matters such as the quality or integrity of the Company’s financial statements, compliance with legal or regulatory requirements, the performance of the internal audit function, the performance of the risk management process and the performance and independence of the external auditors; and

(g) review and reassess the adequacy of the Committee’s Mandate on an annual basis.

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Corporate Governance Committee

Current Members:

Name		Independent
Robert J. Gemmell (Chair)		Yes
Ivan Fecan		Yes
Dr. Mohamed Lachemi		Yes
John H. Tory		Yes

Our Main Responsibilities:

• review and make recommendations regarding the Board of Directors’ (the “Board”) approach to director independence

• develop and, where appropriate, recommend to the Board a set of corporate governance principles, including a code of conduct and ethics, aimed at fostering a healthy governance culture at Rogers Communications Inc. (the “Company”)

• review and recommend the compensation of the directors of the Company

• satisfy itself that the Company communicates effectively with its shareholders, other interested parties and the public through a responsive communication policy

• facilitate the evaluation of the Board, the committees of the Board and any leadership positions of the Board

Purpose of the Corporate Governance Committee

The Corporate Governance Committee (the “Committee”) shall assist the Board of the Company in fulfilling its oversight responsibilities in the following principal areas:

(i) develop a set of corporate governance rules, including a code of conduct and ethics;

(ii) review and approve the director compensation; and

(iii) facilitate the evaluation of the Board effectiveness.

Independence

The Committee shall be composed entirely of independent directors within the meaning of applicable Canadian securities laws and the Company’s Director Material Relationship Standards.

The Committee shall meet regularly without management present.

The Committee shall have the authority to engage independent advisors, paid for by the Company, to help make the best possible decisions on director compensation.

Membership

The Committee shall be comprised of not less than three members of the Board, a majority of whom shall be independent of management in accordance with applicable Canadian securities laws and based on the Company’s Director Material Relationship Standards.

The Chief Executive Officer may attend each meeting of the Committee at the invitation of the Chair of the Committee (the “Chair”).

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The Committee shall have the right to appoint an outside consultant to assist it in its deliberations. If such an appointment is made the consultant shall have the right to attend meetings of the Committee at the invitation of the Chair.

Members of the Committee shall be appointed by the Board at the meeting of the Board immediately following the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) and at subsequent meetings of the Board. Members shall serve on the Committee until the next Annual Meeting or until his or her earlier resignation, and can be removed by resolution of the Board.

Chair and Secretary

The Chair shall be chosen by the Board and shall serve in that capacity until the next Annual Meeting or until his or her earlier resignation or removal by resolution of the Board. In most instances, the Lead Director shall be the Chair of the Committee. The Secretary of the Company shall be the Secretary of the Committee, provided that if the Secretary is not present, the Chair of the meeting may appoint a secretary for the meeting with the consent of the Committee members who are present.

Meetings

The times and locations of meetings of the Committee, and the calling of and procedures at such meetings, shall be determined from time to time by the Committee, in consultation with management when necessary, provided that there shall be a minimum of two meetings per year. Subject to the notice provisions of the Articles of the Company, written notice shall be provided no later than 48 hours prior to meetings, unless waived by all members of the Committee.

Agendas for meetings of the Committee shall be developed by the Chair in consultation with management and the corporate secretary, and shall be circulated to Committee members prior to Committee meetings.

A quorum for meetings for the Committee shall be a majority of members.

A member of the Committee may be designated as the liaison member to report on the deliberations of the Committee to the Board.

Resources and Reliance

The Committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to engage, at the expense of the Company, legal counsel and other experts or consultants.

Each member of the Committee shall be entitled to rely, without independent verification, on the integrity of those persons and organizations within and outside the Company from whom he or she receives information or advice and on the accuracy and completeness of the information provided to the Committee by or on behalf of such persons or organizations, absent actual knowledge to the contrary, which shall be reported to the Board.

Remuneration

The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may determine from time to time.

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Responsibilities

The responsibilities of the Committee shall include those listed below. The enumerated responsibilities are not meant to restrict the Committee from examining any matters related to its purpose:

(a) develop and recommend to the Board and review the Company’s corporate governance practices (including Board Charter and Code of Conduct and Ethics);

(b) review and make recommendations regarding the Board’s approach to director independence;

(c) recommend to the Board the number and content of meetings, annual work plan and schedules of issues;

(d) review size of the Board, the committees of the Board and the boards and committees of the Company’s affiliates;

(e) review the mandates of each of the committees of the Board;

(f) satisfy itself that the Company communicates effectively with its shareholders, other interested parties and the public through a responsive communication policy with defined objectives;

(g) monitor policies for Board members and senior officers accepting outside directorships, minimum share ownership for non-management directors and confidential material information (disclosure, restricted use and insider trading);

(h) assess the effectiveness of the Board as a whole, the committees of the Board; and any leadership positions of the Board; and

(i) review and recommend to the Board the level and form of compensation of the Board and of committees of the Board.

Executive Committee

Current Members:

Name		Independent
Edward S. Rogers (Chair)		No
Robert J. Gemmell		Yes
David A. Robinson		Yes

Our Main Responsibilities:

• approve the final terms of transactions previously approved by the Board of Directors (the “Board”)

• monitor the implementation of policy initiatives adopted by the Board

Purpose of the Executive Committee

Subject to the Business Corporations Act (British Columbia) and the Articles of Rogers Communications Inc. (the “Company”), the Executive Committee (the “Committee”) shall possess and may exercise all the powers, authorities, and discretions vested in or exercisable by the Board of Directors (the “Board”) of the Company.

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Membership

The Committee shall be comprised of not less than three members of the Board and the number of members may be increased or decreased from time to time as may be determined by resolution of the Board. Members of the Committee shall be appointed by the Board at the meeting of the Board immediately following the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) and at subsequent meetings of the Board. Members shall serve on the Committee until the next Annual Meeting or until his or her earlier resignation, and can be removed by resolution of the Board.

The Committee shall have the right to appoint an outside consultant to assist in its deliberations. If such an appointment is made, the consultant shall have the right to attend meetings of the Committee at the invitation of the Chair of the Committee (the “Chair”).

Chair and Secretary

The Chair shall be chosen by the Board and shall serve in that capacity until the next Annual Meeting or until his or her earlier resignation or removal by resolution of the Board. The Secretary of the Company shall be the Secretary of the Committee, provided that if the Secretary is not present, the Chair of the meeting may appoint a secretary for the meeting with the consent of the Committee members who are present.

Meetings

The times and locations of meetings of the Committee and the calling of and procedures at such meetings, shall be determined from time to time by the Committee, in consultation with management when necessary. Subject to the notice provisions of the Articles of the Company, written notice shall be provided no later than 48 hours prior to meetings, unless waived by all members of the Committee.

Agendas for meetings of the Executive Committee shall be developed by the Chair in consultation with management and the corporate secretary, and shall be circulated to Committee members prior to Committee meetings. A quorum for meetings for the Committee shall be a majority of members.

A member of the Committee may be designated as the liaison member to report on the deliberations of the Committee to the Board.

Resources and Reliance

The Committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to engage, at the expense of the Company, outside auditors, counsel, and other experts or consultants.

Each member of the Committee shall be entitled to rely, without independent verification, on the integrity of those persons and organizations within and outside the Company from whom he or she receives information or advice and on the accuracy and completeness of the financial and other information provided to the Committee by or on behalf of such persons or organizations, absent actual knowledge to the contrary, which shall be reported to the Board.

Remuneration

The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may determine from time to time.

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Responsibilities

In addition to any other duties and responsibilities assigned to it from time to time by the Board, the Committee shall, when the Board is not in session, have full power to supervise the management of the business and affairs of the Company and shall have, and may exercise, all or any of the powers vested in and exercisable by the Board, subject only to applicable law.

The responsibilities of the Committee shall include those listed below, where requested by the Board. The enumerated responsibilities are not meant to restrict the Committee from examining any matters related to its purpose:

(a) approve the final terms of transactions previously approved by the Board; and

(b) monitor the implementation of policy initiatives adopted by the Board.

Finance Committee

Current Members:

Name		Independent
Edward S. Rogers (Chair)		No
Robert J. Gemmell		Yes
Bradley S. Shaw		No
John H. Tory		Yes

Our Main Responsibilities:

Review and report to the Board of Directors (the “Board”) or a committee of the Board on certain matters, including:

• financings (including share issuances)

• commitments (actual or contingent) in the ordinary course of business of either more than $200 million per year in the aggregate by one or a series of transactions, or alternatively when the cumulative value for all years is more than $500 million in the aggregate and in either case are not cancellable by Rogers for convenience without penalty of more than $200 million

• commitments (actual or contingent) outside of the ordinary course of business of more than $200 million in the aggregate by one or a series of transactions

• alliance, branding, licence, partnership and joint venture arrangements involving more than $50 million

• granting or assuming rights of first negotiation, first offer or first refusal involving Company property or assets exceeding $50 million

• granting or assuming obligations with respect to any non-competition covenant or exclusivity undertaking involving property, assets or revenues exceeding $50 million and for a term in excess of two years

• consider candidates for appointment of Chief Financial Officer and Chair of the Audit and Risk Committee of the Company and its subsidiaries, as applicable

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Purpose of the Finance Committee

The Finance Committee (the “Committee”) shall assist the Board of Rogers Communications Inc. (the “Company”) in fulfilling its oversight responsibilities in the following principal areas:

(i) financings (including share issuances);

(ii) unbudgeted transactions, alliance branding, license, partnership, or joint venture arrangements; and

(iii) considering candidates for the appointment of Chief Financial Officer and Chair of the Audit and Risk Committee of the Company and its subsidiaries, as applicable.

Membership

The Committee shall be comprised of not less than three members of the Board and the number of members may be increased or decreased as may be determined from time to time by resolution of the Board. Members of the Committee shall be appointed by the Board at the meeting of the Board immediately following the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) and at subsequent meetings of the Board. Members shall serve on the Committee until the next Annual Meeting or until his or her earlier resignation, and can be removed by resolution of the Board.

The Committee shall have the right to appoint an outside consultant to assist it in its deliberations. If such an appointment is made the consultant shall have the right to attend meetings of the Committee at the invitation of the Chair of the Committee (the “Chair”).

Chair and Secretary

The Chair shall be chosen by the Board and shall serve in that capacity until the next Annual Meeting or until his or her earlier resignation or removal by resolution of the Board. The Secretary of the Company shall be the Secretary of the Committee, provided that if the Secretary is not present, the Chair of the meeting may appoint a secretary for the meeting with the consent of the Committee members who are present.

Meetings

The times and locations of meetings of the Committee and the calling of and procedures at such meetings, shall be determined from time to time by the Committee, in consultation with management when necessary, provided that there shall be a minimum of two meetings per year. Subject to the notice provisions of the Articles of the Company, written notice shall be provided no later than 48 hours prior to meetings, unless waived by all members of the Committee.

Agendas for meetings of the Committee shall be developed by the Chair in consultation with management and the corporate secretary, and shall be circulated to Committee members prior to Committee meetings. A quorum for meetings for the Committee shall be a majority of members.

A member of the Committee may be designated as the liaison member to report on the deliberations of the Committee to the Board.

Resources and Reliance

The Committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to engage, at the expense of the Company, outside auditors, legal counsel, and other experts or consultants.

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Each member of the Committee shall be entitled to rely, without independent verification, on the integrity of those persons and organizations within and outside the Company from whom he or she receives information or advice and on the accuracy and completeness of the financial and other information provided to the Committee by or on behalf of such persons or organizations, absent actual knowledge to the contrary, which shall be reported to the Board.

Remuneration

The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may determine from time to time.

Responsibilities

Without derogating from the duties, rights, and prerogatives of the Board, the responsibility of the Committee shall be to review and report to the Board or any other committee of the Board on the following matters prior to their submission to the Board or to any other committee of the Board or the execution of filing of any document required to implement any such matter, including with any governmental or regulatory authority. The Committee will endeavour to report to the Board or any other committee of the Board on any matter referred to it within 14 business days.

(a) financings (including the issuance of securities of the Company or rights to convert or exchange into or acquire securities of the Company, other than employee share options or employee share purchase plans approved by the Board or the Human Resources Committee), credit facilities, the creation, incurrence, or assumption of borrowings from third parties and the granting or assumption of guarantees, commitments, or support agreements, contingent or otherwise (including the refinancing, refunding, extension, amendment, restructuring, novation, or regranting of any of the foregoing, whether currently existing or hereafter incurred), the acceleration or prepayment of debt, and the acquisition, redemption, or repurchase of securities of the Company or any subsidiary;

(b) commitments (actual or contingent) (other than commitments solely between the Company and its wholly owned subsidiaries or between wholly owned subsidiaries of the Company) that are:

i. in the ordinary course of business of either more than $200 million per year in the aggregate by one or a series of transactions or alternatively when the cumulative value for all years is more than $500 million in the aggregate and in either case are not cancellable by Rogers for convenience without penalty of more than $200 million; or

ii. outside of the ordinary course of business of more than $200 million in the aggregate by one or a series of transactions, including, without limitation, acquisitions, dispositions, mergers, arrangements and other forms of business combination and investments and loans by the Company or any subsidiary;

(c) the engagement of financial, investment, or similar advisors by the Company or any of its subsidiaries in connection with transactions with a value in excess of $100 million in the aggregate;

(d) alliance, branding, licence, relationship, joint venture, and partnership agreements involving liabilities or commitments, actual or contingent, by the Company or any of its subsidiaries (the “Rogers Companies”) in excess of $50 million in the aggregate by one or a series of transactions;

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(e) the grant or assumption of rights of first negotiation, first offer, or first refusal, contingent or otherwise, (other than between Rogers Companies) in respect of any property or asset of any Rogers Company that has an estimated fair market value in excess of $50 million;

(f) the grant of rights or assumption of obligations by any Rogers Company of any non-competition covenant or exclusivity undertaking in favour of any person (other than a Rogers Company) which is for a term in excess of two years and is in respect of a line of business that had revenues of at least $50 million in the most recent fiscal year or is in respect of the supply of products or service that involves estimated expenditures of over $50 million in the aggregate by one or a series of transactions; and

(g) candidates for appointment as the Chief Financial Officer and Chair of the Audit and Risk Committee of any Rogers Company.

The Board may from time to time delegate additional responsibilities to the Committee.

Human Resources Committee

Current Members:

Name		Independent
Ivan Fecan (Chair)		Yes
Jan L. Innes		Yes
Diane A. Kazarian		Yes
David A. Robinson		Yes

Our Main Responsibilities:

• review, recommend for Board of Directors’ (the “Board”) approval and where applicable, approve, executive compensation and severance policies

• review Rogers Communications Inc.’s (the “Company”) compensation, benefit, and wealth accumulation programs (design and competitiveness)

• review the Company’s senior executives’ management development and succession planning

• set performance objectives for the Chief Executive Officer (the “CEO”) and, in its discretion, any Executive Chair of the Board (the “Executive Chair”), which encourage the Company’s long-term financial success and regularly measure the CEO’s performance against these objectives

• review and recommend for approval by the Board, competitive compensation that meets the Company’s hiring, retention, and performance objectives, as recommended, for any Executive Chair and for the CEO

• review and approve, competitive compensation that meets the Company’s hiring, retention, and performance objectives, as recommended, for the following positions:

i. all officers reporting to the CEO and certain other senior officers; and

ii. Family members of the above employees and Board directors employed by the Company (excluding any Executive Chair and the CEO) and its affiliates, unless it is in line with Rogers’ standard compensation practices.

• produce a report on executive compensation for the benefit of shareholders, which is published in the Company’s annual proxy circular, and review, as appropriate, any other material public disclosures concerning executive compensation

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Purpose of the Human Resources Committee

The Human Resources Committee (the “Committee”) shall review, approve, and recommend to the Board any material changes to the Company’s executive compensation and severance policies to ensure that such policies are designed to provide any Executive Chair, the CEO and the employees of the Company and its subsidiaries with fair and competitive compensation. The Committee shall oversee the design and administration of the Company’s total rewards programs, as outlined in the Responsibilities section below. In addition, the Committee shall review the Company’s human resources development, succession planning, diversity policy and performance evaluation programs and make recommendations to ensure that such programs are established and operating effectively.

Independence

The Committee shall be composed of a majority of independent directors within the meaning of applicable Canadian securities laws and the Company’s Director Material Relationship Standards.

The Committee shall meet regularly without management present.

The Committee shall have the authority to engage independent advisors, paid for by the Company, to help make the best possible decisions on executive compensation.

Membership

The Committee shall be comprised of not less than three members of the Board, a majority of whom, including the Chair of the Committee (the “Chair”), shall be independent of management in accordance with applicable Canadian securities laws and based on the Company’s Director Material Relationship Standards.

The CEO may attend each meeting of the Committee at the invitation of the Chair.

The Committee shall have the right to appoint an outside compensation advisor to assist it in its deliberations. If such an appointment is made, the consultant shall have the right to attend meetings of the Committee at the invitation of the Chair.

Members of the Committee shall be appointed by the Board at the meeting of the Board immediately following the Annual General Meeting of Shareholders of the Company (the “Annual Meeting”) and at subsequent meetings of the Board. Members shall serve on the Committee until the next Annual Meeting or until his or her earlier resignation, and can be removed by resolution of the Board.

Chair and Secretary

The Chair shall be an independent director, chosen by the Board and shall serve in that capacity until the next Annual Meeting or until his or her earlier resignation or removal by resolution of the Board. The Secretary of the Company shall be the Secretary of the Committee, provided that if the Secretary is not present, the Chair of the meeting may appoint a secretary for the meeting with the consent of the Committee members who are present.

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Meetings

The times and locations of meetings of the Committee and the calling of and procedures at such meetings, shall be determined from time to time by the Committee, in consultation with management when necessary, provided that there shall be a minimum of two meetings per year. Subject to the notice provisions of the Articles of the Company, written notice shall be provided no later than 48 hours prior to meetings, unless waived by all members of the Committee.

Agendas for meetings of the Committee shall be developed by the Chair in consultation with management and the corporate secretary, and shall be circulated to Committee members prior to Committee meetings. A quorum for meetings for the Committee shall be a majority of members.

A member of the Committee may be designated as the liaison member to report on the deliberations of the Committee to the Board.

Resources and Reliance

The Committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to engage, at the expense of the Company, outside auditors, legal counsel, and other experts or consultants.

Each member of the Committee shall be entitled to rely, without independent verification, on the integrity of those persons and organizations within and outside the Company from whom he or she receives information or advice and on the accuracy and completeness of the financial and other information provided to the Committee by or on behalf of such persons or organizations, absent actual knowledge to the contrary, which shall be reported to the Board.

Remuneration

The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may determine from time to time.

Responsibilities

The specific responsibilities of the Committee shall include those listed below. The enumerated responsibilities are not meant to restrict the Committee from examining any matters related to its purpose.

(a) Review and recommend to the Board any material changes to the Company’s compensation policies and programs including short-term incentive plans, long-term incentive plans, benefit plans, perquisite plans, savings plans, and pension plans. With respect to the Company’s short-term and long-term incentive plans, this review includes an assessment of their impact on risk-taking to ensure the plans do not incent risk-taking beyond the Company’s risk tolerance;

(b) review and approve, the plan targets, components, and payouts for the short-term and long-term incentive plans;

(c) on an annual basis, review the Company’s succession and diversity plans, with respect to those roles currently occupied by Subject Employees, as defined below;

(d) review and recommend for Board approval the terms of employment and compensation arrangements for any Executive Chair and for the CEO. With respect to the CEO, following input from the members of the Board and in consultation with the Chair of the Board, the Committee will, at least annually:

i. establish performance goals and corresponding incentive compensation award levels;

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ii. review actual performance against established goals and the objectives set out in the CEO’s job description; and

iii. review and recommend for Board approval, incentive compensation awards;

(e) consider and recommend for Board approval any CFO appointment, in alignment with the Finance Committee mandate;

(f) review, based on the recommendations of the CEO, and the Chair on behalf of the Committee may approve the level of all forms of compensation and terms of employment relating to:

i. Named Executive Officers (as defined under applicable Canadian securities laws), excluding any Executive Chair and the CEO, for the Company and its affiliates;

ii. all Officers reporting to the CEO;

iii. family members of the employees in (i) and (ii) above and Board directors (other than the Executive Chair and the CEO), who are employed by the Company and its affiliates at the Director level and above to the extent that there is a deviation from Rogers’ standard compensation practices for the level or role. “Family members” means, with respect to a Subject Employee (the individuals referred to in terms (i) and (ii) as well as Board members being collectively referred to as the “Subject Employees”), a person’s spouse, parents, children, siblings, mothers-in-law and fathers-in-law, sons and daughters-in-laws, brothers and sisters-in-law, and anyone who shares such person’s home; and

iv. executives at the SVP and VP levels, to the extent there is a deviation from the approved Executive Compensation Policies;

(g) review, based on the recommendations of any Executive Chair and the CEO, and recommend for approval to the identified “Control Owner”, per Major League Baseball regulations, the level of all forms of compensation to be paid to the President and CEO, Toronto Blue Jays;

(h) review and approve the performance objectives and corresponding payout levels under approved incentive plans for Subject Employees, excluding any Executive Chair and the CEO;

(i) consider and approve a pool of long-term incentive awards, consistent in terms with the Company’s approved plans, that are available for grant at the discretion of the CEO, subject to the following limitations which will be set by the Committee on an annual basis:

i. the maximum award value that may be granted under awards to participants within defined levels;

(j) review and approve the Company’s standard severance policy, as well as the terms of any severance provision or settlement being contemplated for a current or prospective employee that is included in the group of employees included under the definitions of Subject Employee or Family member. The Committee is also responsible to review and approve the terms of severance or any settlement with executives at the SVP and VP levels, where the severance terms exceed the severance pursuant to the approved Executive Compensation Policies and procedures;

(k) monitor the administration of the Company’s long-term incentive plans and employee share accumulation plans;

(l) review and approve the executive compensation sections of the Company’s annual proxy circular and other public filings; and

(m) conduct an annual review of the Committee’s mandate and performance.

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APPENDIX C

Nominating Committee

Current Members:

Name		Independent
Edward S. Rogers (Chair)		No
Robert J. Gemmell		Yes
Jan L. Innes		Yes
David A. Robinson		Yes

Our Main Responsibilities:

• review, consider and/or initiate proposals for nomination of directors to the Board of Directors (the “Board”) and the boards of directors of our wholly owned subsidiaries

• interview all shortlisted candidates

• assess incumbent directors for re-nomination to the Board

• establish criteria for and recommend prospective members for our and our affiliates’ boards

Purpose of the Nominating Committee

The Nominating Committee (the “Committee”) shall assist the Board of Rogers Communications Inc. (the “Company”) in fulfilling its oversight responsibilities in the following principal areas:

(i) review and consider proposals for nomination of directors to the Board; and

(ii) assess incumbent directors for re-nomination to the Board.

Membership

The Committee shall be comprised of not less than three members of the Board.

The Chief Executive Officer may attend each meeting of the Committee at the invitation of the Chair of the Committee (the “Chair”).

The Committee shall have the right to appoint an outside consultant to assist it in its deliberations. If such an appointment is made the consultant shall have the right to attend meetings of the Committee at the invitation of the Chair.

Members of the Committee shall be appointed by the Board at the meeting of the Board immediately following the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) and at subsequent meetings of the Board. Members shall serve on the Committee until the next Annual Meeting or until his or her earlier resignation, and can be removed by resolution of the Board.

Chair and Secretary

The Chair shall be chosen by the Board and shall serve in that capacity until the next Annual Meeting or until his or her earlier resignation or removal by resolution of the Board. The Secretary of the Company shall be the Secretary of the Committee, provided that if the Secretary is not present, the Chair of the meeting may appoint a secretary for the meeting with the consent of the Committee members who are present.

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Meetings

The times and locations of meetings of the Committee and the calling of and procedures at such meetings, shall be determined from time to time by the Committee, in consultation with management when necessary, provided that there shall be a minimum of two meetings per year. Subject to the notice provisions of the Articles of the Company, written notice shall be provided no later than 48 hours prior to meetings, unless waived by all members of the Committee.

Agendas for meetings of the Committee shall be developed by the Chair in consultation with management and the corporate secretary, and shall be circulated to Committee members prior to Committee meetings. A quorum for meetings for the Committee shall be a majority of members.

A member of the Committee may be designated as the liaison member to report on the deliberations of the Committee to the Board.

Resources and Reliance

The Committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to engage, at the expense of the Company, outside legal counsel and other experts or consultants.

Each member of the Committee shall be entitled to rely, without independent verification, on the integrity of those persons and organizations within and outside the Company from whom he or she receives information or advice and on the accuracy and completeness of the financial and other information provided to the Committee by or on behalf of such persons or organizations, absent actual knowledge to the contrary, which shall be reported to the Board.

Remuneration

The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may determine from time to time.

Responsibilities

The responsibilities of the Committee shall include those listed below. The enumerated responsibilities are not meant to restrict the Committee from examining any matters related to its purpose:

(a) receive and/or initiate proposals for nomination of individuals for election to the Board and to the boards of directors of the wholly-owned subsidiaries of the Company, and to review and consider such proposals;

(b) interview all short listed candidates;

(c) assess incumbent directors for re-nomination to the Board and/or committees of the Board;

(d) establish criteria for prospective members of the Board and/or committees of the Board incorporating the skillsets and other needs of the Company and the boards of directors of the Company’s affiliates;

(e) recommend, in a timely fashion, to the Board and to the boards of directors of wholly- owned subsidiaries, the names of individuals to be nominated for election as members of the Board, members of Board committees and members of the boards of directors of wholly-owned subsidiaries, respectively;

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(f) where a director makes a change in principal occupation, the Committee shall determine the appropriateness of the director continuing on the Board and report at the next Board meeting;

(g) consider and make recommendations for individuals to be nominated for election as members of the boards of directors of corporations that are not wholly-owned and in which the Company may have a controlling or significant interest;

(h) develop a multi-year succession plan for all Board members and review and update annually as necessary; and

(i) provide education and orientation program for new directors.

Pension Committee

Current Members:

Name		Independent
Jan L. Innes (Chair)		Yes
Michael J. Cooper		Yes
Trevor English		Yes
Dr. Mohamed Lachemi		Yes

Our Main Responsibilities:

• assist Rogers Communications Canada Inc. (“RCCI”) and its affiliates in the administration of the registered pension plans and related trust funds, group savings plans, and other funding arrangements sponsored by RCCI and its affiliates (the “Plans”)

• oversee the funding, administration, communication and investment management of the Plans and to select and monitor the performance of all third parties performing duties in respect of the Plans

• to the extent acting as plan administrator of any registered pension Plans, act honestly, in good faith, and in the best interests of Plan members and beneficiaries

Purpose of the Pension Committee

The Pension Committee (the “Committee”) shall assist the Board of Directors (the “Board”) of Rogers Communications Inc. (the “Company”) in fulfilling their delegated responsibilities in the following principal areas:

(i) oversee the funding, administration, communication, and investment management of the Plans;

(ii) select and monitor the performance of all third parties performing duties in respect of the Plans;

(iii) approve amendments to the Plans;

(iv) adopt amendment of any statement of investment policies and procedures (the “SIP&P”); and

(v) review reports prepared in respect of the administration of the Plans and unaudited financial statements for the Plans.

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Membership

The Committee shall be comprised of not less than three members of the Board and the number of members may be increased or decreased as may be determined from time to time by resolution of the Board. Members of the Committee shall be appointed by the Board at the meeting of the Board immediately following the Annual Meeting of the Shareholders of the Company (the “Annual Meeting”) and at subsequent meetings of the Board. Members shall serve on the Committee until the next Annual Meeting or until his or her earlier resignation, and can be removed by resolution of the Board.

The Chief Executive Officer may attend each meeting of the Committee at the invitation of the Chair of the Committee (the “Chair”).

The Committee shall have the right to appoint outside consultants to assist in its deliberations. If such an appointment is made the consultant shall have the right to attend meetings of the Committee at the invitation of the Chair.

Chair and Secretary

The Chair shall be chosen by the Board and shall serve in that capacity until the next Annual Meeting or until his or her earlier resignation or removal by resolution of the Board. The Secretary of the Company shall be the Secretary of the Committee, provided that if the Secretary is not present, the Chair of the meeting may appoint a secretary for the meeting with the consent of the Committee members who are present.

Meetings

The times and locations of meetings of the Committee and the calling of and procedures at such meetings, shall be determined from time to time by the Committee, in consultation with management when necessary. Subject to the notice provisions of the Articles of the Company, written notice shall be provided no later than 48 hours prior to meetings, unless waived by all members of the Committee.

Agendas for meetings of the Committee shall be developed by the Chair in consultation with management and the corporate secretary, and shall be circulated to Committee members prior to Committee meetings. A quorum for meetings for the Committee shall be a majority of members.

A member of the Committee may be designated as the liaison member to report on the deliberations of the Committee to the Board.

Resources and Reliance

The Committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to engage, at the expense of RCCI and its affiliates, outside auditors, counsel, and other experts or consultants.

Each member of the Committee shall be entitled to rely, without independent verification, on the integrity of those persons and organizations within and outside RCCI and its affiliates from whom he or she receives information or advice and on the accuracy and completeness of the financial and other information provided to the Committee by or on behalf of such persons or organizations, absent actual knowledge to the contrary, which shall be reported to the Board.

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Remuneration

The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may determine from time to time.

Affiliates of RCCI Participating in the Plans

RCCI and certain of its affiliates are the sponsors and administrators of the Plans. RCCI and these affiliates have delegated the authority and responsibility to administer the Plans to the Board and the Committee as described below.

Responsibilities of the Board

The Board has overall responsibility for the prudent administration of the Plans, including, without limitation, the following exclusive powers, duties, and responsibilities in respect of the Plans:

(a) assesses the governance structure of the Plans;

(b) approve the mandate of the Committee and appointing its members;

(c) approve the adoption of and wind-up of any Plan with active members;

(d) approve all Significant Plan amendments where “Significant” means an amendment that increases total funding liabilities for any single Plan by an actuarially calculated present value of $5,000,000 or that reflect changes in company policy towards retirement benefits;

(e) receive reports prepared by the Committee in respect of the administration of the Plans; and

(f) approve any funding strategy for the Plans which departs from that recommended by the Plans’ actuarial advisors.

Responsibilities of the Committee

The Committee has the following specific powers, duties, and responsibilities in respect of the Plans:

(a) monitor and oversee the administration of the Plans, including duties and responsibilities assigned to certain employees of RCCI and its affiliates, any third party who holds pension funds on behalf of the Plans such as a custodian or insurance company (each a “funding agent”), investment managers, and other actuarial and financial advisors retained by RCCI, as follows:

(i) review and approve, where applicable, reports, statements, and valuations required under the Plans pertaining to administration, investment policy and performance, and funded status of the Plans,

(ii) monitor new developments and applicable law with respect to the Plans and compliance with requirements of applicable federal and provincial legislation, rules, and regulations with respect to reporting, filing, and registration,

(iii) monitor the appropriateness of the Plans’ designs and the provision of relevant information to the members of the Plans,

(iv) approve the appointment and remuneration and overseeing the performance of the investment manager(s), funding agents, auditors, and other agents and advisors appointed in respect of the Plans,

(v) ensure that contracts, agreements, and mandates, where appropriate, are signed and in place with the investment managers, funding agents, and other agents and advisors in respect of the administration of the Plans, and

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(vi) oversee the investment philosophy, policies, and strategies of the investment manager(s) of the Plans. This includes reviews with the investment manager(s) of the investment performance of the funds of the Plans with the assistance of such independent investment review services as the Committee deems appropriate;

(b) approve amendments, other than Significant amendments, to the Plans and related funding/trust agreements not within the exclusive authority of the Board set out above, provided that the Committee advises the Board of all such amendments approved by the Committee;

(c) adopt annual or more frequent review and amendment of any SIP&P;

(d) review annual or more frequent reports prepared in respect of the administration of the Plans by officers of RCCI, the auditors of the Plans, and other agents and advisors;

(e) receive, review, and approve audited and unaudited financial statements for the Plans;

(f) report to the Board and to the boards of the affiliates on the above matters and on other matters deemed material by the Committee; and

(g) perform such other duties and responsibilities as are delegated to it by the Board from time to time.

Standard of Care

Each member of the Board and Committee shall act with the care, diligence, and skill that a person of ordinary prudence would exercise in dealing with the property of another person and shall use all relevant knowledge and skill that a member of the Board or member of the Committee possesses or ought to possess as a member of the Board or the Committee.

Compliance with Plans and Law

In fulfilling their duties, the Board and the Committee shall act in a manner which is consistent in all material respects with the terms of the Plans, the terms of any funding/trust agreements associated with the Plans, the terms of any applicable collective agreement, and all applicable and relevant legislation, including the federal Pension Benefits Standards Act, 1985 (pursuant to which all the Plans are currently registered) and all applicable provincial pension benefits standards legislation and all regulations thereunder, as amended from time to time.

Sustainability and Social Impact Committee

Current Members:

Name		Independent
Jan L. Innes (Chair)		Yes
Trevor English		Yes
Lisa A. Rogers		No
Chief Wayne Sparrow		Yes

Our Main Responsibilities:

Review, report and provide guidance to the Board of Directors (the “Board”) or committees of the Board on certain matters, including:

• Rogers Communications Inc.’s (the “Company”) environmental sustainability and social impact (“Sustainability and Social Impact”) policies, strategies and programs, and governance thereof including, without limitation, the Company’s community giving and philanthropic programs

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APPENDIX C

• management’s overview of social and environmental trends and emerging issues, risks and opportunities that may affect the Company’s business strategy and performance

• actions the Company can take to be a responsible corporate citizen and the communication of the Company’s culture and values

• the Company’s performance to assess the effectiveness of the applicable policies, strategies and programs including, without limitation, the Company’s community giving and philanthropic programs

• review and approval of the Company’s periodic Sustainability and Social Impact disclosures and related metrics and benchmarks

Purpose of the Sustainability and Social Impact Committee

The Sustainability and Social Impact Committee (the “Committee”) shall assist the Board of Rogers Communications Inc. (the “Company”) in fulfilling its oversight responsibilities of applicable Sustainability and Social Impact policies, strategies and programs of the Company and the actions the Company can take to be a responsible corporate citizen. Corporate governance of the Company and related matters shall be the responsibility of the Corporate Governance Committee.

Membership

The Committee shall be comprised of not less than three members of the Board and the number of members may be increased or decreased from time-to-time as may be determined by resolution of the Board. Members of the Committee shall be appointed by the Board at the meeting of the Board immediately following the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) and at subsequent meetings of the Board. Members shall serve on the Committee until the next Annual Meeting or until his or her earlier resignation, and can be removed by resolution of the Board.

The Committee shall have the right to appoint an outside consultant to assist it in its deliberations. If such an appointment is made, the consultant shall have the right to attend meetings of the Committee at the invitation of the Chair of the Committee (the “Chair”).

Chair and Secretary

The Chair shall be chosen by the Board and shall serve in that capacity until the next Annual Meeting or until his or her earlier resignation or removal by resolution of the Board. The Secretary of the Company shall be the Secretary of the Committee, provided that if the Secretary is not present, the Chair of the meeting may appoint a secretary for the meeting with the consent of the Committee members who are present.

Meetings

The times and locations of meetings of the Committee and the calling of and procedures at such meetings, shall be determined from time-to-time by the Committee, in consultation with management when necessary, provided that there shall be a minimum of two meetings per year. Subject to the notice provisions of the Articles of the Company, written notice shall be provided no later than 48 hours prior to meetings, unless waived by all members of the Committee.

Agendas for meetings of the Committee shall be developed by the Chair in consultation with management and the Secretary, and shall be circulated to Committee members prior to Committee meetings. A quorum for meetings for the Committee shall be a majority of members.

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APPENDIX C

A member of the Committee may be designated as the liaison member to report on the deliberations of the Committee to the Board.

Resources and Reliance

The Committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to engage, at the expense of the Company, outside auditors, legal counsel, and other experts or consultants.

Each member of the Committee shall be entitled to rely, without independent verification, on the integrity of those persons and organizations within and outside the Company from whom he or she receives information or advice and on the accuracy and completeness of the financial and other information provided to the Committee by or on behalf of such persons or organizations, absent actual knowledge to the contrary, which shall be reported to the Board.

Remuneration

The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may determine from time-to-time.

Responsibilities

The responsibilities of the Committee shall include those listed below:

(a) review and provide guidance on the Company’s Sustainability and Social Impact policies, strategies and programs, and governance thereof including, without limitation, the Company’s community giving and philanthropic programs;

(b) review and provide guidance on management’s overview of social and environmental trends and emerging issues, risks and opportunities that may affect the Company’s business strategy and performance;

(c) review and report on actions the Company can take to be a responsible corporate citizen and the communication of the Company’s culture and values;

(d) review and report on the Company’s relationships with its customers, employees, investors and the communities it serves regarding significant Sustainability and Social Impact matters and on strategies that affect and enhance the Company’s reputation;

(e) review and report on the Company’s performance to assess the effectiveness of applicable policies, strategies and programs including, without limitation, the Company’s community giving and philanthropic programs;

(f) review and approve the Company’s periodic Sustainability and Social Impact disclosures and related metrics and benchmarks;

(g) review and assess the effectiveness of the prior year’s Sustainability and Social Impact initiatives;

(h) review and provide guidance on the annual budget in connection with the Company’s Sustainability and Social Impact initiatives; and

(i) conduct an annual review of the Committee’s mandate and performance.

Additional Responsibilities

The Board may from time-to-time delegate additional responsibilities to the Committee.

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Shareholder Information and Inquiries		SHAREHOLDER SERVICES If you are a registered shareholder and have inquiries regarding your account, wish to change your name or address, or have questions about lost stock certificates, share transfers, estate settlements or dividends, please contact our Transfer Agent and Registrar:
CORPORATE HEADQUARTERS Rogers Communications Inc. 333 Bloor Street East, 10th Floor Toronto, Ontario, Canada M4W 1G9 416.935.7777 or rogers.com		Transfer Agent: TSX Trust Company By mail: 301—100 Adelaide Street West, Toronto, Ontario M5H 4H1 Tel: 1.800.387.0825 (US and Canada) / 416.682.3860   (Outside North America) E-mail: shareholderinquiries@tmx.com Website: www.tsxtrust.com
ROGERS CUSTOMER SERVICE 1.888.764.3771 or rogers.com/support		Multiple Mailings: If you receive duplicate shareholder mailings from RCI, please contact TSX Trust Company as detailed above to consolidate your holdings.

Investor Relations

Institutional investors, security analysts, and others requiring additional financial information can visit about.rogers.com/investor-relations or contact: investor.relations@rci.rogers.com or 647.435.6470 / 1.844.801.4792. For media inquiries: 647.643.6397.

Online Information

RCI is committed to open and full financial disclosure and best practices in corporate governance. We invite you to visit about.rogers.com/investor-relations where you will find additional information about our business including events and presentations, news releases, regulatory filings, governance practices and our continuous disclosure materials, including quarterly financial releases, Annual Information Forms and Information Circulars. You may also subscribe to our news by e-mail or RSS feeds to automatically receive RCI’s news releases electronically.

Dividend Reinvestment Plan (DRIP)

TSX Trust Company administers a dividend reinvestment plan for eligible RCI shareholders. To request plan materials or learn more about RCI’s DRIP, please visit https://tsxtrust.com/a/investor-hub/, or contact TSX Trust Company as detailed earlier on this page.

Electronic Delivery of Shareholder Materials

Shareholders may elect to receive e-mail notifications of future shareholder meetings and the availability of related financial statements and proxy materials by following the instructions found at the front of this circular. This approach gets information to shareholders more quickly than conventional mail and helps to protect the environment and reduce printing and postage costs.

		This information circular is printed on FSC® certified paper. The fibre used in the manufacture of this stock comes exclusively from 100% post-consumer fibre; is manufactured using renewable energy—biogas—and is processed chlorine free (“PCF”). This information circular is fully recyclable.

Trademarks in this circular are owned or used under license by Rogers Communications Inc. or an affiliate. This circular also includes trademarks of other parties. The trademarks referred to in this circular may be listed without the ^™ symbols. ^©2026 Rogers Communications.

FAQ

When is Rogers Communications (RCI) holding its 2026 Annual General Meeting?

Rogers will hold its 2026 Annual General Meeting at 11:00 a.m. Eastern on April 22, 2026. The meeting will be a hybrid format, with an in‑person session in Toronto and an online webcast for remote participation and voting.

Who can vote at the Rogers Communications (RCI) 2026 shareholder meeting?

Holders of Class A Voting Shares as of March 3, 2026 can receive notice, attend and vote. Holders of Class B Non‑Voting Shares can receive notice, attend in person or online and ask questions, but are not entitled to vote on matters at the meeting.

How did Rogers Communications (RCI) perform financially in 2025?

Rogers reports topping $21 billion in 2025 revenue, with total revenue up 5%, consolidated adjusted EBITDA up 2%, net income up 298% and free cash flow up 10%. Management states these results met or exceeded its 2025 financial outlook and led national peers on key metrics.

What 2025 compensation did Rogers Communications (RCI) CEO Tony Staffieri receive?

The CEO’s short‑term incentive was paid at 100% of target based on 2025 company performance. He also received an $11,000,000 long‑term incentive award, which the Human Resources Committee describes as recognizing industry‑leading results while aligning future payouts with Rogers’ share performance.

How is control of Rogers Communications (RCI) structured between Class A and Class B shares?

On February 20, 2026 there were 111,148,720 Class A Voting Shares and 429,076,558 Class B Non‑Voting Shares outstanding. The Rogers Control Trust and related family entities controlled about 97.53% of Class A Shares, giving them effective control over director elections and most shareholder votes.

Who are the auditors of Rogers Communications (RCI) and what were 2025 audit fees?

KPMG LLP is proposed for re‑appointment as auditor. In 2025, KPMG billed $13,409,060 in audit fees, $1,119,570 in audit‑related fees and $201,415 in tax fees, for total fees of $14,730,045, compared with $14,923,855 total fees in 2024.

What board composition and diversity does Rogers Communications (RCI) report for 2026?

Rogers is nominating 14 directors, 10 of whom are independent. The company notes an average director age of 63, average tenure of 4.71 years, and reports that 10 of 14 nominees are independent and two directors self‑identify as belonging to BIPOC groups, with emphasis on gender diversity.

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