EX-99.1

EX-99.1 2 d497320dex991.htm EX-99.1 EX-99.1

LOGO

Who We Are

Rogers Communications Inc. is a leading diversified Canadian communications and media company that’s working to deliver a great experience to our customers every day. We are Canada’s largest provider of wireless communications services and one of Canada’s leading providers of cable television, high-speed Internet, information technology, and telephony services to consumers and businesses. Through Rogers Media, we are engaged in radio and television broadcasting, sports, televised and online shopping, magazines, and digital media. Our shares are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).

For further information about the Rogers group of companies, please visit rogers.com. 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 as well as 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 InvestorDelivery.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 Class A Voting Instruction Form.

Registered Shareholders – If your Rogers shares are registered directly in your name with our transfer agent, AST Trust Company (Canada), please register for electronic delivery at ca.astfinancial.com/InvestorServices/edelivery using your personalized Holder Account Number, which can be found on either the separate election form or your Class A Form of Proxy.

Letter to Shareholders

Dear Shareholders,

You are invited to attend Rogers Communications Inc.’s Annual General Meeting of Shareholders, which will be held at the Velma Rogers Graham Theatre, 333 Bloor Street East, Toronto, Ontario at 11:00 a.m. (Eastern Time) on Friday, April 20, 2018. Our colleagues on the Board of Directors and the executive team look forward to seeing you as we present our views on our 2017 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 nominated 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.

The Board of Directors would like to recognize and thank Charles Sirois, who is not standing for re-election this year, for his years of service on the Rogers’ Board of Directors.

We will provide live coverage of the meeting via webcast from the Investor Relations section of our website at investors.rogers.com. An audio rebroadcast of the meeting webcast will be available on that site after the meeting.

We hope you can join us in person or via the webcast on April 20, 2018.

Sincerely,



Edward S. Rogers		Joe Natale
Chair of the Board		President and Chief Executive Officer

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 1

Where To Find It


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

5	Information Circular

7	Voting Information
	7	Registered Shareholders
	9	Beneficial Owners (Non-Registered Holders)
	9	How Votes are Counted
	10	Outstanding Shares and Main Shareholders
	11	Restricted Share Disclosure

12	Business of the Meeting
	12	Election of Directors
		12	The Proposed Nominees
	21	Appointment of Auditors

22	Executive Compensation
	22	Human Resources Committee Letter to Shareholders
	27	Compensation Discussion & Analysis
	44	Summary Compensation Table
	47	Incentive Plan Awards
	53	Pension Plan Benefits
	55	Termination and Change of Control Benefits

59	Director Compensation

65	Securities Authorized for Issuance Under Equity Compensation Plans

66	Indebtedness of Directors and Executive Officers

67	Corporate Governance
	67	Statement of Corporate Governance Practices
		68	Board Composition
		70	Board Mandate and Responsibilities
		71	Code of Ethics and Business Conduct
		72	Director Orientation and Continuing Education
		72	Director Nomination and Board Assessment, Gender Diversity, and Term Limits
		73	Gender Diversity in Executive Officer Positions
		73	Risk Management Oversight
		73	Audit and Risk Committee
		74	Other Good Governance Practices

75	Report of the Audit and Risk Committee

77	Other Information

78	Appendices
	A	National Instrument Requirements
	B	Board of Directors Mandate
	C	Committee Mandates

2 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

LOGO

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

Friday, April 20, 2018

11:00 a.m. (Eastern Time)

Where

Velma Rogers Graham Theatre

333 Bloor Street East

Toronto, Ontario

BUSINESS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS:

receiving the consolidated financial statements for the year ended December 31, 2017, including the external auditors’ report;

electing 15 directors to our Board of Directors (see “Election of Directors” in the Information Circular);

appointing the external auditors (see “Appointment of Auditors” in the Information Circular); and

considering any other business that may properly come before the meeting.

YOU HAVE THE RIGHT TO VOTE

You are entitled to notice of, to attend, and to vote at the meeting if you were a registered holder of Class A Voting Shares (Class A Shares) at the close of business in Toronto, Ontario on March 1, 2018 (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.

If you were a registered holder of Class B Non-Voting Shares at that time, you are entitled to notice of and to attend the meeting, but not to vote at the meeting.

NOTICE-AND-ACCESS

Rogers is using the “notice-and-access” provisions of Canadian securities rules that came into effect on February 11, 2013 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 no longer required to distribute physical paper copies of certain annual meeting-related materials, such as information circulars and annual financial statements, unless specifically requested. Instead, they may post electronic versions of such material on a website for investor access and review and will make such documents available in hard copy 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.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 3

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 the meeting to vote in person, we must receive your proxy or voting instructions no later than 2:00 p.m. (Eastern Time) on April 19, 2018. If you are the beneficial owner of Class A Shares, please see “Beneficial Owners (Non-Registered Holders)” in the Information Circular for voting information. We also encourage you to review the matters to be voted upon at the meeting as described in the Information Circular at investors.rogers.com/corporate-governance/agm-materials 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 2017 audited financial statements, can be found, reviewed, and downloaded from investors.rogers.com/corporate-governance/agm-materials or under the Rogers Communications Inc. profile on SEDAR at sedar.com or on EDGAR at sec.gov. We have added enhanced electronic features that will 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 or have any questions related to this meeting, please contact us at investor.relations@rci.rogers.com, or at 1.844.801.4792, prior to April 5, 2018 and we will send them, at no charge, within three business days, giving you sufficient time to vote your proxy. Following the meeting, the documents will remain available at the website listed above for a period of at least one year.

ADMISSION TO THE MEETING

The meeting will be webcast live and an audio rebroadcast will also be available following the meeting at investors.rogers.com. Shareholders wishing to attend the meeting in person will be required to produce a proxy, voter information form, or otherwise provide proof of share ownership to gain admission.

On peut obtenir le texte français de cette 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 1.844.801.4792. Le texte français sera disponible à l’assemblée.

By order of the Board of Directors,

LOGO

David P. Miller

Secretary

Toronto, Ontario, Canada

March 8, 2018

4 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

LOGO

Information Circular

Information is as of March 8, 2018 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 20, 2018 (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 and yours refers to a shareholder of Rogers Communications Inc.; and

•

circular means this information circular.

Certain metrics discussed in this circular, such as adjusted operating profit, adjusted EBITDA, and free cash flow, are “Non-GAAP Measures” and should not be considered substitutes or alternatives for GAAP measures. They are not defined terms under International Financial Reporting Standards (IFRS) and do not have standard meanings, so may not be a reliable way to compare us to other companies. For a complete discussion surrounding the metrics and how they are calculated, please see “Non-GAAP Measures” in our Management’s Discussion and Analysis for the fiscal year ended December 31, 2017 (2017 MD&A).

NOTICE-AND-ACCESS

Rogers is using the “notice-and-access” provisions of Canadian securities rules that came into effect on February 11, 2013 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 no longer required to distribute physical paper copies of certain annual meeting-related materials, such as information circulars and annual financial statements, unless specifically requested. Instead, they may post electronic versions of such material on a website for investor access and review and will make such documents available in hard copy 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 2017 audited financial statements, can be found, reviewed, and downloaded from investors.rogers.com/corporate-governance/agm-materials or under the Rogers Communications Inc. profile on SEDAR at sedar.com or on EDGAR at sec.gov. We have added enhanced electronic features that will make searching for relevant sections and specific items much easier than finding such information in paper versions of these documents.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 5

PAPER COPIES OF INVESTOR MATERIALS

6 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

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, AST Trust Company (Canada).

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 1, 2018 (the record date), you will be entitled to attend and vote those Class A Shares at the meeting 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 the meeting 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, voter information form, or otherwise provide proof of share ownership to gain admission.

VOTING BY PROXY

If you are entitled to vote Class A Shares in person, 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 in person, you may still and are encouraged to vote on the matters to be considered at the meeting in one of two ways:

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 AST Trust Company (Canada), 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 touchtone 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 bottom left of 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.

•

Fax/E-mail

Complete the enclosed proxy form by indicating how you want your shares voted. Sign and date the proxy form. Fax the completed proxy form to AST Trust Company (Canada) at 416.368.2502 or toll-free from Canada or the United States at 1.866.781.3111, or scan and e-mail it to proxyvote@astfinancial.com.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 7

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, fax, or online, as described above. If you mail or fax 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 fax 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 be a shareholder. The person you appoint must attend the meeting and vote on your behalf in order for your votes to be counted. Proxyholders should register with representatives of AST Trust Company (Canada) when they arrive at the meeting.

Unless you attend the meeting to vote in person, please remember that your proxy or voting instructions must be received no later than 2:00 p.m. (Eastern Time) on April 19, 2018.

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 or New Business

On any amendments or variations proposed, or new business properly before the meeting, your proxyholder can decide how to vote your Class A Shares. Management is not aware of any amendments, variations, or other business.

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 to either our registered office at 2900-550 Burrard Street, Vancouver, British Columbia V6C 0A3, Canada (Attention: Mr. Donald M. Dalik), or to the place identified above under Appointing a Proxyholder by 2:00 p.m. (Eastern Time) on April 19, 2018, 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: Mr. Donald M. Dalik), or to the place identified above under Appointing a Proxyholder by 2:00 p.m. (Eastern Time) on April 19, 2018, or to the chair or scrutineer at the meeting before any vote (for which the proxy is to be used) is taken;

•

by attending the meeting in person and participating in a vote;

•

as our Articles permit; or

•

as otherwise permitted by law.

8 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

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 this year, we are not mailing hard 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 National Instrument 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, AST Trust Company (Canada).

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 or a blank proxy 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.

HOW DOES A NON-REGISTERED HOLDER OF CLASS A SHARES VOTE IN PERSON AT THE MEETING?

You can request your representative to appoint you as its proxyholder. Insert your own name as proxyholder on the voting instruction form or proxy form you received from your representative and then follow your representative’s instructions.

CHANGING YOUR MIND AS A NON-REGISTERED HOLDER

As a non-registered shareholder of Class A Shares, you may change your voting instructions or decide to vote in person 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.

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);

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 9

•

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 Secretary.

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 licence 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 licences, 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 28, 2018, 112,407,192 Class A Shares were outstanding. Voting control of RCI is held by the Rogers Control Trust. 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 28, 2018, the Rogers Control Trust and private Rogers family holding companies controlled by the Rogers Control Trust together owned 102,232,198 Class A Shares, representing approximately 90.94% of the outstanding Class A Shares, and 38,508,700 Class B Non-Voting Shares, representing approximately 9.57% 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 is the Control Trust Vice-Chair.

10 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

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 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. A majority of those individuals are currently serving as directors of RCI.

The Control Trust Chair is also obligated to use reasonable efforts to procure the appointment of the Control Trust Chair and the Control Trust Vice-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 as well as the concurrence of the Trustee. The current members of the Advisory Committee are: Loretta A. Rogers, Lisa A. Rogers, Edward S. Rogers, Melinda M. Rogers, Martha L. Rogers, and David A. Robinson (Rogers family members); Alan D. Horn, Thomas I. Hull, and John H. Tory (trustees of a trust for the benefit of Rogers family members); and Philip B. Lind.

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 23 to our 2017 Audited Consolidated Financial Statements.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 11

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 15. Charles Sirois will not be seeking re-election to the Board. All of the current directors retire at the meeting but are eligible for re-election. Unless his or her 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 his or her successor is elected or appointed.

Holders of Class A Shares vote for individual directors. The Board has adopted a majority voting policy, under which a director who is elected in an election with more votes withheld than in favour of his or her election is expected to tender his or her resignation to the Chair of the Board. The Board will refer the resignation to the Corporate Governance Committee for consideration. The Board will promptly accept the resignation unless the Corporate Governance Committee determines that there are circumstances that justify either the delay of the acceptance of the resignation or the rejection of it. The Board will make a decision within 90 days after the meeting and issue a press release either announcing the resignation or explaining why it has not been accepted. This policy does not apply where an election involves a proxy battle (i.e. where proxy material is circulated in support of one or more nominees who are not part of the director nominees supported by the Board).

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 15 proposed nominees.

THE PROPOSED NOMINEES

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


Bonnie R. Brooks, C.M. Age: 64 Toronto, Ontario, Canada Director since: 2015 (3 years) *Independent*		Ms. Brooks has more than 30 years of executive leadership in media, marketing, and merchandising. Most recently, Ms. Brooks was the Vice Chairman of Hudson’s Bay Company (Saks Fifth Avenue, Lord and Taylor USA, Kaufhof Galleria Germany, and Hudson’s Bay Canada) from February 2014 to December 2016. Ms. Brooks joined Hudson’s Bay in September 2008 as CEO and President and, in January 2012, was appointed President of Hudson’s Bay Company for both Hudson’s Bay and Lord and Taylor in the US. Ms. Brooks is the former Chair of the Board of Trustees of the Royal Ontario Museum. Ms. Brooks is a recipient of the Queen Elizabeth II Diamond Jubilee Medal for her role in philanthropy and in supporting the Canadian Olympic Association and in December 2016, Ms. Brooks was appointed to the Order of Canada. Ms. Brooks holds a M.B.A. from the University of Western Ontario and three honorary Doctorate Degrees from Canadian universities.
		Board/Committee Membership		Attendance 2017		Public Board Memberships (Exchange:Symbol)
		Board		8 of 8	100%	Abercrombie & Fitch Co.
		Human Resources		5 of 5	100%	(NYSE:ANF) Chicos FAS Inc. (NYSE:CHS)
		Combined Total		13 of 13	100%	Riocan Real Estate Investment Trust (TSX:REI)
		Skills and Experience: consumer/retail, marketing, senior executive¹, director²
Equity Ownership:
Year	Class A Shares³	Class B Non-Voting Shares³	Deferred Share Units³	Equity at Risk³	Minimum Shareholding Requirements (multiple of annual retainer)	Meets Requirements	Equity at Risk as Multiple of the applicable Cash Retainer
2017	–	1,309	6,348	$432,987	6.0	Yes⁵	5.4
2018	–	2,732	7,394	$590,899	6.0	Yes	7.4
Change	–	1,423	1,046	$157,912
Voting Results of the Annual General Meeting of Shareholders held April 19, 2017:
					Votes for	Votes withheld	Total votes cast
Number of votes					109,952,914	5,780	109,958,694
Percentage of votes					99.995%	0.005%	100%

12 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

LOGO

Robert Kenneth Burgess⁶

Age: 60

Woodside, California,

United States

Director since: 2016

(2 years)

Independent

Mr. Burgess has been an independent consultant since December 2005. He served as Chief Executive Officer of Macromedia, Inc., a provider of Internet and multimedia software, from November 1996 to January 2005. Mr. Burgess also served on the Board of Directors of Macromedia commencing November 1996, was Chairman of the Board commencing July 1998 and was Executive Chairman commencing January 2005, until December 2005 when Macromedia, Inc. was acquired by Adobe Systems Incorporated. Mr. Burgess holds a B.Com. and an honorary Doctor of Laws from McMaster University.

Board/Committee

Membership

Attendance

2017

Public Board Memberships

(Exchange:Symbol)

Board

6 of 8

75%

Adobe Systems Incorporated

Audit and Risk

6 of 8

75%

(NASDAQ: ADBE)

NVIDIA Corporation

(NASDAQ: NVDA)

Combined Total

12 of 16

75%

Skills and Experience: technology, senior executive¹, director²

Equity Ownership:

Year

Class A

Shares³

Class B

Non-Voting
Shares³

Deferred Share Units³

Equity

at Risk³

Minimum Shareholding Requirements (multiple

of annual
retainer)

Meets Requirements

Equity at Risk

as Multiple of

the applicable

Cash Retainer

2017

–

2,917

$165,394

6.0

Yes⁵

2.1

2018

–

851

4,801

$330,288

6.0

Yes⁵

4.1

Change

–

851

1,884

$148,525

Voting Results of the Annual General Meeting of Shareholders held April 19, 2017:

Votes for

Votes withheld

Total votes cast

Number of votes

109,952,078

6,616

109,958,694

Percentage of votes

99.994%

0.006%

100%


John Henry Clappison Age: 71 Toronto, Ontario, Canada Director Since: 2006 (12 years) *Independent*		Mr. Clappison is a corporate director. Mr. Clappison was also appointed a director of Rogers Bank in April 2013. Mr. Clappison joined the firm of Price Waterhouse in 1968. He became a Partner of the firm in 1980 and in 1990 became Managing Partner of the Greater Toronto Area office, a position he continued to hold after the merger of Price Waterhouse with Coopers & Lybrand to form PricewaterhouseCoopers in 1998, until he retired in 2005. Mr. Clappison is a Chartered Professional Accountant, Chartered Accountant and a Fellow of the Chartered Professional Accountants of Ontario.
		Board/Committee Membership		Attendance 2017		Public Board Memberships (Exchange:Symbol)
		Board		8 of 8	100%	Cameco Corporation
		Audit and Risk		8 of 8	100%	(TSX/NYSE:CCO)
		Pension		3 of 3	100%
		Corporate Governance		6 of 6	100%

		Combined Total		25 of 25	100%

		Skills and Experience: accounting, finance, senior executive¹, director²
Equity Ownership:
Year	Class A Shares³	Class B Non-Voting Shares³	Deferred Share Units³	Equity at Risk³	Minimum Shareholding Requirements (multiple of annual retainer)	Meets Requirements	Equity at Risk as Multiple of the applicable Cash Retainer
2017	400	1,303	33,475	$1,993,293	6.0	Yes	24.9
2018	400	2,362	34,521	$2,181,165	6.0	Yes	27.3
Change	–	1,059	1,046	$187,872
Voting Results of the Annual General Meeting of Shareholders held April 19, 2017:
					Votes for	Votes withheld	Total votes cast
Number of votes					109,952,298	6,396	109,958,694
Percentage of votes					99.994%	0.006%	100%

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 13

LOGO

Robert Dépatie

Age: 59

Montreal, Quebec, Canada

Director Since: 2017

(1 year)

Independent

Mr. Dépatie was President of Groupe St-Hubert from February 2015 to June 2015. Mr. Dépatie was President and CEO of Quebecor Inc. and Quebecor Media Inc. from May 2013 to April 2014, as well as President and CEO of Vidéotron ltée from June 2003 to May 2013. He joined Vidéotron ltée in December 2001 as Senior Vice President, Sales, Marketing and Customer Service. Prior to joining Vidéotron ltée, Mr. Dépatie held many senior positions in the food distribution industry, including President of Distributions Alimentaires Le Marquis/Planters and Executive VP at Heinz Canada from 1993 to 1998.

Board/Committee

Membership

Attendance

2017

Public Board Memberships

(Exchange:Symbol)

Board

4 of 4

100%

Nil

Human Resources

3 of 3

100%

Combined Total

7 of 7

100%

Skills and Experience: marketing, telecommunications, senior executive¹, director²

Equity Ownership:

Year

Class A

Shares³

Class B

Non-Voting
Shares³

Deferred Share Units³

Equity

at Risk³

Minimum
Shareholding Requirements (multiple

of annual

retainer)

Meets

Requirements

Equity at Risk

as Multiple of

the applicable

Cash Retainer

2017

–

n/a

2018

–

8,911

–

$515,234

6.0

Yes

6.4

Change

–

8,911

–

$515,234

Voting Results of the Annual General Meeting of Shareholders held April 19, 2017:

Votes for

Votes withheld

Total votes cast

Number of votes

109,951,339

7,355

109,958,694

Percentage of votes

99.993%

0.007%

100%

LOGO

Robert Joseph Gemmell

Age: 61

Oakville, Ontario, Canada

Director Since: 2017

(1 year)

Independent

Mr. Gemmell, now retired, 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 Schulich School of Business.

Board/Committee

Membership

Attendance
2017

Public Board Memberships

(Exchange:Symbol)

Board

4 of 4

100%

Agnico Eagle Mines Limited

Audit and Risk

4 of 4

100%

(TSX/NYSE:AEM)

Newalta Corporation

Combined Total

8 of 8

100%

(TSX:NAL)

Skills and Experience: finance, senior executive¹, director²

Equity Ownership:

Year

Class A

Shares³

Class B

Non-Voting

Shares³

Deferred Share Units³

Equity

at Risk³

Minimum
Shareholding Requirements (multiple

of annual

retainer)

Meets

Requirements

Equity at Risk

as Multiple of

the applicable

Cash Retainer

2017

–

11,000

–

n/a

2018

–

15,427

1,781

$996,258

6.0

Yes

12.5

Change

–

4,427

1,781

$996,258

Voting Results of the Annual General Meeting of Shareholders held April 19, 2017:

Votes for

Votes withheld

Total votes cast

Number of votes

109,952,478

6,216

109,958,694

Percentage of votes

99.994%

0.006%

100%

14 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR


Alan D. Horn Age: 66 Toronto, Ontario, Canada Director Since: 2006 (12 years) *Non-Independent*		Mr. Horn is President and Chief Executive Officer of Rogers Telecommunications Limited and certain private companies that control RCI. Mr. Horn served as Chair of the Board of RCI from March 2006 to December 2017. Mr. Horn also served as Interim President and Chief Executive Officer of the Company from October 2016 to April 2017 and from October 2008 to March 2009. Mr. Horn was a director of Rogers Bank from April 2013 to December 2017. Mr. Horn served as Vice President, Finance and Chief Financial Officer of the Company from September 1996 to March 2006. Mr. Horn, a Chartered Professional Accountant and Chartered Accountant, is a member of the Advisory Committee of the Rogers Control Trust⁸. Mr. Horn received a B.Sc. with First Class Honours in Mathematics from the University of Aberdeen, Scotland.
		Board/Committee Membership		Attendance 2017		Public Board Memberships (Exchange:Symbol)
		Board Pension Finance Combined Total		8 of 8 3 of 3 2 of 2 13 of 13	100% 100% 100% 100%	Fairfax Financial Holdings Limited (TSX:FFH) Fairfax India Holdings Corporation (TSX:FIH)

		Skills and Experience: telecommunications, finance, accounting, senior executive¹, director²
Equity Ownership:
Year	Class A Shares³	Class B Non-Voting Shares³	Deferred Share Units³	Equity at Risk³	Minimum Shareholding Requirements (multiple of annual retainer)	Meets Requirements	Equity at Risk as Multiple of the applicable Cash Retainer
2017	46,600⁹	1,304,255	54,792	$78,523,088	6.0	Yes	314.1
2018	46,600⁹	1,306,446	56,504	$81,573,119	6.0	Yes	326.3
Change	–	2,191	1,712	$3,050,031
Voting Results of the Annual General Meeting of Shareholders held April 19, 2017:
					Votes for	Votes withheld	Total votes cast
Number of votes					109,951,853	6,841	109,958,694
Percentage of votes					99.994%	0.006%	100%

LOGO

Philip Bridgman Lind, C.M.

Age: 74

Toronto, Ontario, Canada

Director Since: 1979

(39 years)

Non-Independent

Mr. Lind serves as Vice Chair of the Board of the Company and is a member of the Advisory Committee of the Rogers Control Trust⁸. Mr. Lind joined the Company in 1969 as Programming Chief and has served as Secretary of the Board and Senior Vice President, Programming and Planning. Mr. Lind is also Chairman of the Board of the CCPTA (Channel 17, WNED) and a director of the Atlantic Salmon Federation, Vancouver Art Gallery, Art Gallery of Ontario and The US Cable Center, Denver. Mr. Lind holds a B.A. (Political Science and Sociology) from the University of British Columbia and a M.A. (Political Science) from the University of Rochester. In 2002, he received a LL.D, honoris causa, from the University of British Columbia. In 2002, Mr. Lind was appointed to the Order of Canada. In 2012, he was inducted into the U.S. Cable Hall of Fame, the third Canadian to be so honoured.

Board/Committee

Membership

Attendance

2017

Public Board Memberships

(Exchange:Symbol)

Board

Combined Total

8 of 8

100%

Nil

Skills and Experience: cable, broadcasting, senior executive¹, director²

Equity Ownership:

Year

Class A

Shares³

Class B

Non-Voting

Shares³

Deferred

Share Units³

Equity

at Risk³

Minimum

Shareholding

Requirements

(multiple

of annual

retainer)

Meets

Requirements

Equity at Risk

as Multiple of

the applicable

Cash Retainer

2017

380,520

926

–

$21,493,982

6.0

Yes

268.7

2018

380,520

926

–

$22,313,961

6.0

Yes

278.9

Change

–

$819,979

Voting Results of the Annual General Meeting of Shareholders held April 19, 2017:

Votes for

Votes withheld

Total votes cast

Number of votes

109,952,653

6,041

109,958,694

Percentage of votes

99.995%

0.005%

100%

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 15


John A. MacDonald⁷ Age: 64 Toronto, Ontario, Canada Director Since: 2012 (6 years) *Independent*		Mr. MacDonald is an experienced senior executive who has worked at some of Canada’s largest technology organizations. Mr. MacDonald was President, Enterprise Division of MTS Allstream when he retired in December 2008. In November 2002, Mr. MacDonald joined AT&T Canada as President and Chief Operating Officer. The company was re-branded Allstream in 2003 and was subsequently acquired by MTS the following year. Mr. MacDonald joined Bell Canada as Chief Technology Officer in 1994 and retired from Bell in 1999 as President and Chief Operating Officer. Prior to his work at Bell, he spent 18 years at NBTel, rising to the position of Chief Executive Officer in 1994. Mr. MacDonald is also a director of BookJane Inc. Mr. MacDonald holds a B.Sc. in Electrical Engineering from Dalhousie University and a B.A. in Engineering from the Technical University of Nova Scotia.
		Board/Committee Membership		Attendance 2017		Public Board Memberships (Exchange:Symbol)
		Board		7 of 8	88%	Nil
		Audit and Risk		8 of 8	100%
		Nominating		3 of 3	100%
		Human Resources		5 of 5	100%

		Combined Total		23 of 24	96%
		Skills and Experience: telecommunications, senior executive¹, director²
Equity Ownership:
Year	Class A Shares³	Class B Non-Voting Shares³	Deferred Share Units³	Equity at Risk³	Minimum Shareholding Requirements (multiple of annual retainer)	Meets Requirements	Equity at Risk as Multiple of the applicable Cash Retainer
2017	–	720	15,221	$903,214	6.0	Yes	11.3
2018	–	2,235	15,697	$1,048,292	6.0	Yes	13.1
Change	–	1,515	476	$145,078
Voting Results of the Annual General Meeting of Shareholders held April 19, 2017:
					Votes for	Votes withheld	Total votes cast
Number of votes					109,952,074	6,620	109,958,694
Percentage of votes					99.994%	0.006%	100%

LOGO

Isabelle Marcoux

Age: 48

Montreal, Quebec, Canada

Director Since: 2008

(10 years)

Independent

Ms. Marcoux is Chair of Transcontinental Inc., a major Canadian printing, publishing and flexible packaging company, and was previously Vice Chair from 2007 and Vice President, Corporate Development from 2004. Between 1997 and 2004, Ms. Marcoux held various senior positions within Transcontinental Inc. Prior to joining Transcontinental Inc., Ms. Marcoux practiced corporate and securities law at McCarthy Tétrault LLP. Ms. Marcoux has been a director of the Montreal Children’s Hospital Foundation since 2015. In 2017, Ms. Marcoux was inducted into the Women’s Executive Network (WXN) Hall of Fame and was awarded the Visionary Award for Strategic Leadership presented by the Women Corporate Directors Foundation. In 2016, Ms. Marcoux was awarded the Medal of the National Assembly in Quebec, recognizing the impact of her continuous community involvement, and was recognized as one of Canada’s 100 most powerful women by the WXN. In 2016, Ms. Marcoux was co-chair of Centraide of Greater Montreal’s campaign, one of the largest annual fund drives in Quebec. Ms. Marcoux holds a B.A. in Economics and Political Sciences and a B.A. in Civil Law, both from McGill University.

Board/Committee

Membership

Attendance

2017

Public Board Memberships

(Exchange:Symbol)

Board

8 of 8

100%

Transcontinental Inc.

(TSX:TCL)

George Weston Limited

(TSX:WN)

Power Corporation of Canada

(TSX:POW)

Corporate Governance

6 of 6

100%

Human Resources

5 of 5

100%

Combined Total

19 of 19

100%

Skills and Experience: law, publishing, senior executive¹, director²

Equity Ownership:

Year

Class A

Shares³

Class B

Non-Voting

Shares³

Deferred

Share Units³

Equity

at Risk³

Minimum

Shareholding

Requirements

(multiple

of annual

retainer)

Meets

Requirements

Equity at Risk

as Multiple of

the applicable

Cash Retainer

2017

–

32,078

$1,818,823

6.0

Yes

22.7

2018

–

36,666

$2,146,770

6.0

Yes

26.8

Change

–

4,588

$327,947

Voting Results of the Annual General Meeting of Shareholders held April 19, 2017:

Votes for

Votes withheld

Total votes cast

Number of votes

109,953,155

5,539

109,958,694

Percentage of votes

99.995%

0.005%

100%

16 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

LOGO

Joe Natale

Age: 54

Toronto, Ontario, Canada

Director Since: 2017

(1 year)

Non-Independent

Mr. Natale became President and Chief Executive Officer of RCI on April 19, 2017. Previously, Mr. Natale was President and CEO at Telus Corporation from 2014 to 2015. Mr. Natale first joined Telus Corporation in 2003, holding a number of senior positions including President of Enterprise Solutions, President of Consumer Solutions and Chief Commercial Officer. Prior to 2003, Mr. Natale held successive senior leadership roles within KPMG Consulting, which he joined after it acquired the company he co-founded, PNO Management Consultants Inc., in 1997. Mr. Natale holds a BASc in Electrical Engineering from the University of Waterloo.

Board/Committee

Membership

Attendance

2017

Public Board Memberships

(Exchange:Symbol)

Board

4 of 4

100%

Nil

Combined Total

4 of 4

100%

Skills and Experience: senior executive¹, director²

Equity Ownership:

Year

Class A

Shares³

Class B

Non-Voting

Shares³

Deferred

Share Units³

Equity

at Risk³

Minimum

Shareholding

Requirements

(multiple

of annual

retainer)

Meets

Requirements

Equity at Risk

as Multiple of

the applicable

Cash Retainer

2018

–

7,821

n/a

LOGO

The Honourable David

Robert Peterson, P.C., Q.C.

Age: 74

Toronto, Ontario, Canada

Director Since: 1991

(27 years)

Independent

Mr. Peterson is Chairman Emeritus of the law firm Cassels Brock & Blackwell LLP. Mr. Peterson is Chancellor Emeritus of the University of Toronto and also a director of St. Michael’s Hospital Foundation in Toronto. Mr. Peterson holds a B.A. from the University of Western Ontario and a LL.B. from the University of Toronto, was called to the Bar of Ontario in 1969, appointed Queen’s Counsel in 1980, and summoned by Her Majesty to the Privy Council in 1992. Mr. Peterson served as Premier of the Province of Ontario from 1985 to 1990.

Board/Committee

Membership

Attendance

2017

Public Board Memberships

(Exchange:Symbol)

Board

Pension

Nominating

Combined Total

8 of 8

3 of 3

14 of 14

100%

Franco-Nevada Corporation

(TSX:FNV)

Skills and Experience: law, senior executive¹, director², public sector⁴

Equity Ownership:

Year

Class A

Shares³

Class B

Non-Voting Shares³

Deferred

Share Units³

Equity
at Risk³

Minimum

Shareholding Requirements

(multiple

of annual

retainer)

Meets Requirements

Equity at Risk

as Multiple of

the applicable

Cash Retainer

2017

–

76,900

99,075

$9,909,342

6.0

Yes

123.9

2018

–

76,900

105,269

$10,609,854

6.0

Yes

132.6

Change

–

6,194

$700,512

Voting Results of the Annual General Meeting of Shareholders held April 19, 2017:

Votes for

Votes withheld

Total votes cast

Number of votes

109,951,906

6,788

109,958,694

Percentage of votes

99.994%

0.006%

100%

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 17

LOGO

Edward S. Rogers¹⁰

Age: 48

Toronto, Ontario, Canada

Director Since: 1997

(21 years)

Non-Independent

Mr. Rogers has served as Chair of the Board of RCI since January 2018. Prior to that, he served as Deputy Chair of RCI from September 2009. Mr. Rogers is also Chair of Rogers Bank, Chair of the Toronto Blue Jays and is on the Board of Directors of Maple Leaf Sports & Entertainment, Cablelabs and the Toronto Sick Kids Foundation. He is the Rogers Control Trust Chair and a member of the Advisory Committee of the Rogers Control Trust⁸. Mr. Rogers served in various management positions at Rogers Communications for over twenty years, including as President & Chief Executive Officer 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.

Board/Committee

Membership

Attendance

2017

Public Board Memberships

(Exchange: Symbol)

Board

Finance

Nominating

Combined Total

8 of 8

2 of 2

3 of 3

13 of 13

100%

Nil

Skills and Experience: cable, telecommunications, director²

Equity Ownership:

Year

Class A

Shares³

Class B

Non-Voting

Shares³

Deferred

Share Units³

Equity

at Risk³

Minimum Shareholding Requirements (multiple

of annual

retainer)

Meets Requirements

Equity at Risk

as Multiple of

the applicable

Cash Retainer

2017

2,000

1,502,442

–

$83,963,988

6.0

Yes

1,049.5

2018

2,000

1,506,774

–

$87,238,673

6.0

Yes

1,090.5

Change

–

4,332

–

$3,274,685

Voting Results of the Annual General Meeting of Shareholders held April 19, 2017:

Votes for

Votes withheld

Total votes cast

Number of votes

109,956,916

1,778

109,958,694

Percentage of votes

99.998%

0.002%

100%


Loretta Anne Rogers¹⁰ Age: 78 Toronto, Ontario, Canada Director Since: 1979 (39 years) *Non-Independent*		Mrs. Rogers serves as a corporate director and is a member of the Advisory Committee of the Rogers Control Trust⁸. Mrs. Rogers is the former President of the Canadian Lyford Cay Foundation and remains a Board member, and sits on the Board of the American Lyford Cay Foundation. Mrs. Rogers is also a member of the Toronto General & Western Hospital Foundation. Mrs. Rogers holds a B.A. from the University of Miami, an honorary Doctor of Laws from the University of Western Ontario, and an honorary Doctor of Laws from Ryerson University.
		Board/Committee Membership		Attendance 2017		Public Board Memberships (Exchange:Symbol)
		Board Combined Total		8 of 8 8 of 8	100% 100%	Nil
						Nil
		Skills and Experience: director²
Equity Ownership:
Year	Class A Shares³	Class B Non-Voting Shares³	Deferred Share Units³	Equity at Risk³	Minimum Shareholding Requirements (multiple of annual retainer)	Meets Requirements	Equity at Risk as Multiple of the applicable Cash Retainer
2017	2,000	68,535	85,398	$8,779,705	6.0	Yes	109.7
2018	2,000	61,433	88,067	$8,825,371	6.0	Yes	110.3
Change	–	(7,102)	2,669	$45,666
Voting Results of the Annual General Meeting of Shareholders held April 19, 2017:
					Votes for	Votes withheld	Total votes cast
Number of votes					109,956,276	2,418	109,958,694
Percentage of votes					99.998%	0.002%	100%

18 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR


Martha Loretta Rogers¹⁰ Age: 45 Toronto, Ontario, Canada Director Since: 2008 (10 years) *Non-Independent*		Ms. Rogers is a member of the Advisory Committee of the Rogers Control Trust⁸and previously served as a director of Rogers Wireless Communications Inc. and Rogers Media Inc. She holds a Doctor of Naturopathic Medicine degree from the Canadian College of Naturopathic Medicine and a B.A. from the University of Western Ontario. Ms. Rogers serves on several charitable boards including as Chair of The Rogers Foundation, and as a director of the Canadian Lyford Cay Foundation, a member of the Advisory Board of Artists for Peace and Justice, and is Chair of Global Poverty Project Canada.
		Board/Committee Membership		Attendance 2017		Public Board Memberships (Exchange:Symbol)
		Board		8 of 8	100%	Nil

		Combined Total		8 of 8	100%


		Skills and Experience: director²
Equity Ownership:
Year	Class A Shares³	Class B Non-Voting Shares³	Deferred Share Units³	Equity at Risk³	Minimum Shareholding Requirements (multiple of annual retainer)	Meets Requirements	Equity at Risk as Multiple of the applicable Cash Retainer
2017	200	1,102,479	34,141	$63,476,418	6.0	Yes	793.5
2018	200	1,104,090	35,208	$65,911,603	6.0	Yes	823.9
Change	–	1,611	1,067	$2,435,185
Voting Results of the Annual General Meeting of Shareholders held April 19, 2017:
					Votes for	Votes withheld	Total votes cast
Number of votes					109,956,476	2,218	109,958,694
Percentage of votes					99.998%	0.002%	100%


Melinda Mary Rogers¹⁰ Age: 47 Toronto, Ontario, Canada Director Since: 2002 (16 years) *Non-Independent*		Ms. Rogers has served as Deputy Chair of the Board of RCI since January 2018. Ms. Rogers is the Vice Chair of the Rogers Control Trust⁸ and has been the Founder of Rogers Venture Partners since September 2011. Ms. Rogers was appointed a director of Rogers Bank on December 31, 2017. Ms. Rogers is Chair of the Jays Care Foundation and Chair of Texture by Next Issue Media LLC. Ms. Rogers served as Senior Vice President, Strategy and Development from 2006 to 2014. Ms. Rogers joined RCI in 2000 as Vice President, Venture Investments and served as Vice President, Strategic Planning & Venture Investments from 2004 to 2006. Ms. Rogers is a director of Right to Play International, and on the Advisory Council of the Rotman School of Management. Ms. Rogers holds a B.A. from the University of Western Ontario and a M.B.A. from Joseph L. Rotman School of Management at the University of Toronto.
		Board/Committee Membership		Attendance 2017		Public Board Memberships (Exchange: Symbol)
		Board		8 of 8	100%	Nil
		Nominating		3 of 3	100%
		Pension		3 of 3	100%
		Finance		2 of 2	100%

		Combined Total		16 of 16	100%
		Skills and Experience: telecommunications, finance, director²
Equity Ownership:
Year	Class A Shares³	Class B Non-Voting Shares³	Deferred Share Units³	Equity at Risk³	Minimum Shareholding Requirements (multiple of annual retainer)	Meets Requirements	Equity at Risk as Multiple of the applicable Cash Retainer
2017	200	1,104,312	4,591	$61,903,232	6.0	Yes	773.8
2018	200	1,106,481	4,734	$64,265,619	6.0	Yes	803.3
Change	–	2,169	143	$2,362,387
Voting Results of the Annual General Meeting of Shareholders held April 19, 2017:
					Votes for	Votes withheld	Total votes cast
Number of votes					109,956,491	2,203	109,958,694
Percentage of votes					99.998%	0.002%	100%

¹	Current or past senior officer or chair of the board of directors of a major organization.

²	Current or past director of another major public, private, or non-profit organization.

2018 holdings are as of February 28, 2018; 2017 holdings were as of March 1, 2017. Equity at Risk is determined by adding the value of Class A Shares, Class B Non-Voting Shares, and DSUs (as defined below) beneficially owned. Certain directors have control or direction over Class B Non-Voting Shares that are not reported here and are not included in the determination of Equity at Risk. The value of the Class A Shares and Class B Non-Voting Shares is determined with reference to the closing price for those shares on the Toronto Stock Exchange on February 28, 2018, which were $58.50 and $57.82, respectively. The value of

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 19

DSUs is the fair market value of a DSU on February 28, 2018, calculated based on the weighted average trading price of the Class B Non-Voting Shares on the Toronto Stock Exchange for the five trading days before February 28, 2018 which was $58.55. For 2017, Equity at Risk was calculated using the value of the Class A Shares and Class B Non-Voting Shares determined on March 1, 2017, which were $56.35 and $55.81, respectively, and using the fair market value of a DSU calculated based on the weighted average trading price of the Class B Non-Voting Shares on the Toronto Stock Exchange for the five trading days before March 1, 2017, which was $56.70.

⁴	Including crown corporations and educational institutions.

⁵	Ms. Brooks and Mr. Burgess have five years from initial election to the Board to attain the required ownership. For additional information, see “Share Ownership Requirements” under “Director Compensation”.

⁶	Mr. Burgess was a director of Syncapse Corp. (Syncapse) prior to MNP Ltd. being appointed as a receiver of all the assets of Syncapse on July 23, 2013. A court-approved sale was completed by the receiver on August 30, 2013.

⁷

Mr. MacDonald was a director of Magor Corporation (Magor) when it proactively filed a Notice of Intention to Make a Proposal pursuant to the provisions of the Bankruptcy and Insolvency Act on November 30, 2016. On July 11, 2017, Magor completed the sale of its wholly-owned subsidiary, Magor Communications Corp. (MCC), to N. Harris Computer Corporation. The transaction was approved by the Ontario Superior Court of Justice and Magor and MCC’s creditors under the Bankruptcy and Insolvency Act. Magor ceased operations following the transaction.

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

⁹	Class A Shares are held by a trust of which Mr. Horn is a trustee.

¹⁰	Each of Edward S. Rogers, Loretta A. Rogers, Martha L. Rogers, and Melinda M. 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.

20 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

2. APPOINTMENT OF AUDITORS

KPMG LLP was re-appointed at our Annual General Meeting of the Shareholders of the Company on April 19, 2017.

Upon the recommendation of the Audit and Risk Committee and approval by the Board, management proposes 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.


	2017				2016
Auditors’ Fees	($)		%		($)		%
Audit Fees¹		5,999,395		83.4		5,337,800		76.2
Audit-Related Fees²		1,105,826		15.4		996,420		14.2
Tax Fees³		78,352		1.1		83,110		1.2
All Other Fees⁴		8,694		0.1		590,107		8.4
Total		7,192,267		100.0		7,007,437		100.0

Consists of fees related to audits in connection with registration statements and other filings with various regulatory authorities, quarterly reviews of interim financial statements, audit procedures on new accounting standards not yet effective, and consultations related to accounting matters impacting the consolidated financial statements.

Consists primarily of pension plan audits, audits and reviews of subsidiaries for statutory or regulatory reporting, French translation of certain filings with regulatory authorities, other assurance engagements, due diligence services in respect of potential acquisitions, and consultations regarding accounting standards not yet effective.

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

⁴	Consists of fees mainly for operational advisory and risk management services.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 21

Executive Compensation

HUMAN RESOURCES COMMITTEE LETTER TO SHAREHOLDERS

On behalf of the Human Resources Committee and the Board of Directors, we are pleased to provide an overview of our key accomplishments over the past year, highlight changes to compensation programs, and describe how the Company’s 2017 executive compensation rewards our management team and aligns with our performance for the year. Further details are provided in the “Compensation Discussion & Analysis” section.

KEY PERFORMANCE DRIVERS AND 2017 STRATEGIC HIGHLIGHTS

2017 proved to be a very important year for Rogers, as we delivered significant shareholder returns and welcomed Joe Natale as our new President and Chief Executive Officer. It also marked the completion of our three-year strategic plan. This provided an opportunity to reflect on our accomplishments, some of which are outlined below, while concurrently looking ahead and planning for the future. Mr. Natale and his leadership team launched our 2018 plan organization-wide with a focus on six key priorities. We are excited about the next leg of our journey.


Financial Performance		• Revenue increased by 3% this year, driven by 5% growth in Wireless and 1% growth in Business Solutions, while Cable and Media revenue both increased marginally.

		• Adjusted operating profit increased by 6% this year, driven by increases in Wireless, Cable, and Business Solutions, partially offset by lower adjusted operating profit in Media.
Total Shareholder Return		• Total Shareholder Return (TSR) was 28% in 2017, and 59% over the three-year period of 2015 through 2017.
Drive Profitable Growth in All the Markets we Serve		• 100% achievement of our 2017 guidance on selected full-year metrics. • Adjusted operating profit margin expansion of 80 basis points. This increase was primarily driven by Wireless, with a 50 basis point expansion, and Cable, with an 80 basis point expansion. • Achieved our best annual Wireless service revenue growth and adjusted operating profit growth since 2009.
Create Best-in-class Customer Experiences by Putting Our Customers First in Everything we do		• Launched Stream Saver, part of our worry-free data management objective that allows users to get more out of their data plan by switching video streaming settings between high definition and standard definition. • Launched Social Media Security by Rogers, a cloud-based solution that allows Canadian businesses to better safeguard their social media accounts. • Announced we are tying 50% of our 2018 company-wide bonus plan to the achievement of certain customer metrics.

22 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

Invest in our Networks and Technology to Deliver Leading Performance and Reliability

• Augmented sections of our existing LTE network with 4.5G technology investments that are designed to migrate to a 5G environment.

• Initiated a program to upgrade our hybrid fibre-coaxial infrastructure with additional fibre deployments and further DOCSIS technology enhancements. This program will lower the number of homes passed per node, will incorporate the latest technologies to help deliver more bandwidth and an even more reliable customer experience, and will lay the foundation to evolve to fibre-to-the-home.

• Launched LTE-Advanced (LTE-A) service in many communities in Manitoba, including Winnipeg, Brandon, Portage La Prairie, Churchill, and more.

• Expanded LTE wireless service in Alberta; expanded LTE wireless service and implemented network improvements in several communities across British Columbia.

• Extended our 700 MHz LTE network reach to 92% of Canada’s population and extended our overall LTE coverage to 96% of the population.

Deliver Innovative Solutions and Compelling Content that Our Customers Will Love

• For the third consecutive year, Sportsnet was ranked Canada’s number-one sports media brand and Canada’s number-one specialty network.

• Extended, for seven additional years, our sublicensing arrangement with CBC for English broadcasts of Hockey Night in Canada and the Stanley Cup playoffs, beginning with the 2019-2020 season.

• Achieved excellent radio ratings across Canada, including 98.1 CHFI and 680 NEWS in Toronto, where they were the city’s number-one radio and news stations, respectively, for the key demographic between ages 25 and 54.

• Added four new 4K services to our existing lineup, allowing our customers to watch some of the world’s biggest artists, concerts, movies and events in 4K, in addition to more than 100 Toronto Blue Jays, NHL, and NBA games.

• Launched OMNI Regional across the country, a new television service providing Canada’s diverse language communities with access to vital news and information programming.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 23


Develop Our People and a High Performance Culture		• Achieved an employee engagement score of 79%. • Recognized in November 2017, for the fifth year in a row, as one of Canada’s Top Employers for 2018, and in January 2017, for the eighth year in a row, as a Top Employer for Young People, by the editors of Canada’s Top 100 Employers.
		• Selected as one of Canada’s Best Diversity Employers for 2017, for the fifth year in a row, in a report released by Mediacorp Inc. in recognition of our efforts to promote diversity and inclusion in the workplace.
		• Named one of Canada’s Greenest Employers for 2017, for the fifth year in a row, by the editors of Canada’s Top 100 Employers in April 2017.
		• Named one of the 50 Best Corporate Citizens in Canada by Corporate Knights in June 2017, an award that recognizes employers that incorporate social, economic, and ecological benefits and costs in their normal course of business.
Be a Strong, Socially Responsible Leader in Our Communities Across Canada		• Invested $64 million in our communities through cash and in-kind donations to various charitable organizations and causes. • Launched the Ted Rogers Scholarship Fund and awarded 307 scholarships through our community partners and to dependents of our hard-working employees. This program also included 65 grants to community organizations across the country that provide innovative and educational programs for youth. • Released Rogers’ 2017 Transparency Report, which outlines how we share customer information in response to requests from legal authorities. We are committed to protecting our customers’ privacy and fulfilling our obligation as a good corporate citizen to follow the law and contribute to public safety. • Launched a new annual employee giving campaign, Give Together Month, where Rogers matched employee donations to the charity of their choice, up to $1,000 each. In total, over $2.2 million was raised. • Expanded Connected for Success, a program offering access to affordable, high-speed Internet to 150,000 low-income Canadian households through 200 subsidized housing partners across our cable footprint.

24 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

CHANGES TO COMPENSATION PROGRAMS

Each year, we review our compensation programs to ensure they are aligned with our priorities and good governance practices while also being consistent with market practices:

•

We have introduced some modifications that will better align the 2018 Short-Term Incentive Plan (STIP) with the Company’s priorities, including:

•

adding a new employee engagement measure, to emphasize the fundamental role our employees play in Rogers’ success;

•

increasing the focus on customer experience by adding new measures and increasing the total weighting of customer measures to 50%; and

•

replacing adjusted operating profit (AOP) with adjusted earnings before interest, taxes, depreciation, and amortization (adjusted EBITDA) while maintaining our focus on top line growth.

For 2018, the STIP Pool will be determined as follows:

Target Pool

Corporate Measures

Employee Engagement (10%)

Customer Experience Measures (50%)

Total Service Revenue (20%)

Adjusted EBITDA (20%)

Final Pool

2017 PAY FOR PERFORMANCE

The primary metrics that drove Rogers’ performance were also the focus of our incentive plans. These included total service revenue, AOP, net promoter score (NPS), net customer additions (Internet, TV, and Wireless), free cash flow, and Relative TSR.

In a year of increased competition, we achieved strong results. This included growth in revenue, profit, and free cash flow. Taking into consideration our performance relative to targets established at the beginning of the year, the final bonus pool was set at 102.5% of the target pool. Individual employee bonus amounts were determined based on this achievement, as well as team and individual performance.

Based on our annual TSR relative to BCE Inc. (BCE) and TELUS Corporation (TELUS) in 2015, 2016 and 2017, and our three-year free cash flow performance, the Human Resources Committee approved a payout score of 114.7% of target for Performance Restricted Share Unit (PRSU) awards granted in 2015 and vesting in 2018.

THE TALENT AGENDA

The integration between the talent management and compensation programs is a critical priority, enabling Rogers to attract, motivate, develop, and retain the best talent in Canada. In turn, this supports the organization’s drive to deliver on our customer and shareholder commitments. As part of our strategy, we continued to review and discuss the progress on our executive development and succession plans. We further enhanced our annual talent review process with increased focus on diversity and representation of diverse groups in our workforce, as well as on development of top talent by providing them with accelerated development opportunities to become succession-ready.

The Human Resources Committee will continue to work closely with management to further align the talent agenda with the organization’s business strategy.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 25

2018 PRIORITIES

In 2018, the Human Resources Committee will focus on supporting the CEO as he drives his strategy forward with a focus on delivering for our employees, our customers, and our shareholders. The Human Resources Committee will continue to ensure that the Company supports its strong pay-for-performance culture that aligns management objectives with shareholders’ interests. In addition, the Human Resources Committee will continue its focus on key areas of talent management, including succession planning and diversity and inclusion, to ensure we have the right talent in the right roles in order to execute on our strategic plan. We will also continue to review our executive compensation programs to ensure they remain competitive with the external market, and that the executive team remains aligned with the business priorities and delivering long-term sustainable value to you, our shareholders.

CONCLUSION

On behalf of the Human Resources Committee and the Board of Directors, we are committed to open and transparent communication with our shareholders. We invite you to review the following sections, which provide a more detailed view of our executive compensation programs and actual pay for our top executives in 2017.




Edward S. Rogers Chair of the Board		Isabelle Marcoux Chair, Human Resources Committee

26 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

COMPENSATION DISCUSSION & ANALYSIS

This Compensation Discussion & Analysis describes and explains the Company’s compensation philosophy and objectives and the significant elements of compensation of the Company’s Named Executive Officers (NEOs) during the year ended December 31, 2017. In 2017, the team of NEOs included:

Name

Position Title

Joe Natale¹

President and Chief Executive Officer (CEO)

Anthony Staffieri

Chief Financial Officer (CFO)

Rick Brace

President, Media

Jim Reid

Chief Human Resources Officer

David Miller

Chief Legal and Corporate Affairs Officer and Secretary

Alan D. Horn²

Interim President and Chief Executive Officer

Deepak Khandelwal³

Former Chief Customer Officer

Dirk Woessner⁴

Former President, Consumer

¹	Mr. Natale assumed the position of President and Chief Executive Officer on April 19, 2017.

²	While maintaining his role as Chair of the Board, Mr. Horn held the position of Interim President and Chief Executive Officer until the arrival of Mr. Natale.

³	Mr. Khandelwal left the organization on July 28, 2017.

⁴	Mr. Woessner left the organization on November 30, 2017.

HUMAN RESOURCES COMMITTEE

The Human Resources Committee is comprised of four independent directors. The committee members as at December 31, 2017 were Isabelle Marcoux, Chair of the Human Resources Committee, Bonnie R. Brooks, Robert Dépatie, and John A. MacDonald.

All Human Resources Committee members have a thorough understanding of policies, principles, and governance related to human resources and executive compensation as well as 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, as well as 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 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, and talent management programs of 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 Corporate Governance section of our website at investors.rogers.com/corporate-governance.

The Human Resources Committee meets periodically throughout the year to review key items according to its mandate and annual work plan. The 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.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 27

The Human Resources Committee’s decisions about executive compensation policies and practices are made within the context of the Company’s goals of being an industry-leading, high-performing communications and media company with a superior performance-driven employee culture and commitment to customer satisfaction. To this end, the Human Resources Committee’s mandate is to oversee management in the attraction, retention, and succession of talented and highly motivated people that 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.

2017 Highlights

The Human Resources Committee met five times in 2017. The following items were reviewed and approved by the Human Resources Committee, among other initiatives:


Topic		Highlights
CEO Performance, Priorities, and Compensation		• Successfully on-boarded Mr. Natale as the new President and CEO • Reviewed and approved the CEO’s 2017 and 2018 priorities • Reviewed the performance of the CEO and recommended approval of his compensation to the Board of Directors
Talent Management, Succession Planning and Diversity		• Reviewed the progress of our executive development, including succession planning, and diversity across the Company
Senior Executive Team Performance and Compensation		• Reviewed the extent to which performance measures for 2017 were achieved and approved funding levels for executive and broad-based employee incentive plans based on this achievement • Approved the compensation arrangements for the CEO’s direct reports and other senior executives
Plan Design		• Approved changes to the 2018 STIP design • Approved the 2018 Long-Term Incentive Plan (LTIP) design
Governance		• Remained apprised of regulatory and governance trends related to executive compensation
Public Disclosure		• Reviewed and approved the circular in respect of the Company’s 2017 Annual General Meeting of Shareholders

Talent Management and Succession Planning

A key part of the Human Resources Committee’s annual work plan is the focus on building talent, deepening bench strength and ensuring that succession plans are in place for the most pivotal roles in the Company. 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 diversity of talent and the plans that are in place to both retain and accelerate the development of the Company’s strongest leaders.

In 2017, we focused on continuing to develop top-talent employees at the Director level and above, including formalizing a process for moving top talent across the business, and continuing to improve succession planning for executive and pivotal Director-level roles.

28 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

In addition, the Company delivered on a number of key initiatives to support employees’ personal and professional development, including refreshing the intranet-based ‘development hub’ to provide all employees with additional resources to support their personal and professional development (such as strengths-based assessments, conversation guides, and other tools to drive development planning). We also launched new workshops across Canada, attended by over 1,200 employees. These workshops provided employees with opportunities to explore personal and professional development resources in greater detail as well as discuss effective development planning skills with local experts. Personal and professional development was revealed to be a key driver of engagement in our annual 2016 Employee Survey. Rogers continued to provide employees with resources and tools to help them perform at their best and grow their careers. As a result of our efforts, our 2017 Employee Survey showed a 1% increase in overall engagement to 79%. Our senior leadership team continues to identify action plans to further drive engagement, with a renewed focus on our frontline employees, ensuring our Company continues to attract, motivate, and retain the talent needed to deliver on our business priorities.

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.

The fees paid to Hugessen are listed below:


Advisor to the Human Resources Committee	Executive Compensation Related Fees ($)
	2017		2016
Hugessen		43,142		182,824

COMPENSATION RISK OVERSIGHT AND GOVERNANCE

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 materially adverse effect on the organization. The latest assessment was conducted by Willis Towers Watson in December 2016. The assessment found that Rogers has a responsible and effective approach to risk management and compensation governance, and concluded that all compensation plans are well balanced and do not encourage excessive risk-taking behaviour.

The Human Resources Committee is confident that the Company’s compensation structure is balanced and well governed, and does not encourage risk-taking behaviour that would negatively impact the Company. We will continue to review and monitor compensation plans to ensure they align with the Company’s risk management framework.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 29

Rogers’ compensation governance practices include, but are not limited to the following:

Share Ownership Requirements

The share ownership requirement is designed to link the interests of executives to those of our shareholders by encouraging executives to hold an ownership position in the Company. The requirements, which must be met within five years of appointment as an executive, are as follows:

Level

Share Ownership Requirement

(multiple of salary)

CEO

5.0x

CFO

4.0x

Presidents and Chief X Officers¹

2.0x – 3.0x

EVPs and SVPs

1.0x – 2.0x

VPs

0.5x – 1.0x

¹	X represents Digital, Human Resources, Information, Legal and Corporate Affairs, and Technology.

To the extent an executive has not satisfied the share ownership requirements, as described above, the executive is required to defer any annual cash bonus in excess of 100% of target in the form of Restricted Share Units (RSUs), which vest at the end of a three-year period.

The share ownership requirements of individual NEOs are reviewed at each Human Resources Committee meeting. The requirements and each participating NEO’s current share ownership level as at December 31, 2017 are as follows:

NEO¹

Ownership Requirement

Class B
Non-Voting
Shares (#)

RSUs/
PRSUs
(#)

Deferred
PRSUs/
DSUs

(#)

Total
Value of
Equity²
($)

Ownership
Level
(multiple
of salary)

Target Date
to Meet
Requirement

Multiple of
Salary

Value
Based on
2017
Annual
Base Salary
($)

Joe Natale

5.0

6,250,000

481

64,649

7,763

2,605,547

2.1

April 1, 2022

Anthony Staffieri

4.0

2,900,000

956

27,084

96,838

3,358,220

4.6

Met

Rick Brace

3.0

1,875,000

1,179

21,368

69,472

2,788,041

4.5

Met

Jim Reid

2.0

1,020,000

1,420

–

79,789

2,599,665

5.1

Met

David Miller

2.0

1,070,000

1,699

–

68,919

2,276,083

4.3

Met

¹	Mr. Horn’s ownership requirements are outlined in the Director Section of this circular. Messrs. Khandelwal and Woessner are not included as they left the organization in 2017.

Equity is determined by adding the greater of the market value or book value of Class B Non-Voting Shares, RSUs, Deferred Share Units (DSUs), and PRSUs and Deferred PRSUs (50% for the CEO, 30% for other NEOs) held by the NEOs. The market value of equity is determined with reference to the closing price for those shares on the TSX on December 29, 2017, which was $64.05 for Class B Non-Voting Shares.

CEO Post Retirement Hold

The CEO is required to maintain his share ownership position of five (5) times base salary for a period of one year following retirement or resignation from the Company.

CEO Recoupment Policy (Claw Back)

There will be a claw back of a CEO’s STIP and LTIP awards within two years in the event of financial restatement due to negligence, misconduct, or fraud. Any claw back would be on the amount net of applicable taxes.

30 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

Anti-Hedging Policy

Rogers prohibits its reporting insiders 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.

EXECUTIVE COMPENSATION PHILOSOPHY AND 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:

•

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.

Different performance measures are used for the Company’s STIP and LTIP in order to balance the objectives that facilitate annual growth and those that reward the creation of long-term shareholder value. Incorporating customer experience, strong financial performance as well as employee engagement measures to determine awards under the Company’s STIP reflect our commitment to keeping the executive team focused on the importance of creating and maintaining customer loyalty.

Benchmarking

We compare our compensation levels to those of a peer group of companies to evaluate our competitiveness. The peer group consisted of 21 large publicly traded Canadian companies in 2017, but will be reduced to 20 companies for 2018, following the merger of Agrium Inc. and Potash Corporation of Saskatchewan Inc., into the new entity, Nutrien Ltd. (Nutrien). We have determined this to be the most relevant market from which to draw comparative data. These companies were selected based on revenue and market capitalization with representation across industries. To avoid overweighting the sample, we have limited the number of financial services and energy companies. As this sample is also used to assess the competitiveness of our broader executive population, the peers were also selected based on their participation in market surveys. Rogers remains slightly above the median of our peer group in both revenue and market capitalization.

The peer group is reviewed regularly by management in line with the approved criteria, and any changes in composition are subject to the Human Resources Committee’s review and approval. The general criteria for peer group determination are as follows:

•

Canadian headquarters and listed on the S&P/TSX 60;

•

market capitalization between 0.5 x and 2.0 x that of Rogers; and

•

revenue between 0.33 x and 3.0 x that of Rogers.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 31

To determine appropriate pay levels and mix of pay elements, the Company also reviews the pay practices of other companies in the telecommunications industry. The Human Resources Committee reviewed the peer group again in 2017 and with the exception of adding Nutrien for 2018 (in place of Agrium and Potash Corporation), the Committee concluded that no other changes were required.

Company

Sector

Total

Revenue¹
(millions of $)

Market
Capitalization²
         (millions of $)

Bank of Montreal

Financials

$21,486

$65,166

Barrick Gold Corporation

Materials

$10,502

$21,198

BCE Inc.

Telecommunication Services

$22,719

$54,382

Bombardier Inc.

Industrials

$20,339

$ 6,653

Canadian Imperial Bank of Commerce

Financials

$15,451

$54,086

Canadian National Railway Company

Industrials

$13,041

$77,333

Canadian Natural Resources Limited

Energy

$10,523

$54,719

Canadian Pacific Railway Limited

Industrials

$ 6,554

$33,293

Canadian Tire Corporation, Limited

Consumer Discretionary

$13,435

$11,239

Cenovus Energy Inc.

Energy

$17,043

$14,107

CGI Group Inc.

Information Technology

$10,845

$19,369

Enbridge Inc.

Energy

$34,560

$82,938

Encana Corporation

Energy

$ 5,572

$16,319

Goldcorp Inc.

Materials

$ 4,293

$13,901

Husky Energy Inc.

Energy

$12,919

$17,841

Nutrien Ltd.

Materials

$ 5,029

$44,450

⁴

Sun Life Financial Inc.

Financials

$29,334

$31,749

Teck Resources Limited

Materials

$12,048

$18,968

TELUS Corporation

Telecommunication Services

$13,202

$28,313

TransCanada Corporation

Energy

$14,222

$53,856

Market Median

$13,122

$30,031

Rogers Communications Inc.

$14,143

$32,964

Data were sourced from S&P Capital IQ and presented in CAD

Bolded figures reflect fiscal year 2017 total revenue. All other total revenue figures reflect fiscal year 2016

Fiscal year 2016 revenue was converted based on USD 1 = CAD 1.343 as at December 31, 2016

Fiscal year 2017 revenue was converted based on USD 1 = CAD 1.254 as at December 31, 2017

¹	Total revenue data reflect the most recent fiscal year disclosed

²	Market capitalization presented as at December 31, 2017

³	Reflect total revenue converted from USD to CAD

⁴	Nutrien Ltd. market capitalization presented as at January 2, 2018 (first trading day post-merger)

Positioning of Executive Compensation

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 around the median of the competitive market data.

To ensure a strong link between pay and performance, the following guidelines have been established:

•

below median pay for performance below target;

•

median pay for target level performance;

•

above median pay for above target performance; and

•

up to top quartile pay for top talent with above target performance.

32 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

In determining the appropriate level and mix of pay for a NEO, the Human Resources Committee considers, among other things, the individual skills, qualifications, ability, retention risk, experience, and performance of the NEO. Compensation for an executive may be set above median to reflect the strategic importance of the role within the Company, market conditions, as well as individual experience, sustained performance in the role, and future potential.

Mr. Natale’s Employment Agreement Highlights

In the first year of his employment, fiscal year 2017, Mr. Natale received a salary of which the annualized rate was $1.25 million. For 2017 and every year thereafter, his target bonus is set at 100% of his salary and it was agreed that this bonus would not be pro-rated for 2017. In 2017 he was awarded long-term incentive awards with a grant date value equal to $8.5 million of which $4 million is in the form of performance stock options (PSOs), $4 million is in the form of PRSUs, and a special one-time grant of $500,000 is in the form of DSUs. The PSOs and PRSUs vest according to the terms of the Plans and the DSU grant will vest in thirds upon each of the first three anniversaries of the grant. Commencing in March 2018, Mr. Natale’s annual equity award target will be $7.5 million, comprised of 50% PSOs and 50% PRSUs.

In addition to his annual target total direct compensation, Mr. Natale is entitled to an executive allowance of $100,000 and a comprehensive executive benefit program.

Mr. Natale’s pension arrangements include non-contributory participation in a registered defined contribution pension plan plus a defined benefit supplementary executive retirement plan. Benefits vest immediately. Please refer to “Pension Plan Benefits” for further details.

Mr. Natale is required to provide six months’ notice upon resignation. In the event of the cessation of his employment for any reason, Mr. Natale would be subject to non-compete, non-solicitation, and non-disparagement obligations. Please refer to “Termination and Change of Control Benefits” for further details.

Target Total Direct Compensation Mix for NEOs

The NEOs’ target total direct compensation is comprised of three elements, including base salary, short-term incentives, and long-term incentives.

The Company’s commitment to pay for performance is reflected in its variable compensation plans (or ‘at-risk’ pay), which are strongly influenced by the individual’s performance as well as the Company’s business results.

Target total direct compensation mix for NEOs in 2017 was as follows:

LOGO

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 33


Name	Salary ($)		Target STIP				Target Total Cash Compensation ($)		Target LTIP				Target Total Direct Compensation ($)
Name	Salary ($)		% of Salary		Value ($)		Target Total Cash Compensation ($)		% of Salary		Value ($)		Target Total Direct Compensation ($)
Joe Natale¹		1,250,000		100%		1,250,000		2,500,000		n/a		8,500,000		11,000,000
Anthony Staffieri		725,000		100%		725,000		1,450,000		250%		1,812,500		3,262,500
Rick Brace		625,000		100%		625,000		1,250,000		200%		1,250,000		2,500,000
Jim Reid		510,000		75%		382,500		892,500		150%		765,000		1,657,500
David Miller		535,000		75%		401,250		936,250		150%		802,500		1,738,750

¹	Mr. Natale did not have a LTI target per se, but rather received a sign-on award as indicated above.

Elements of Compensation

To ensure a balanced approach to compensation and a focus on both short- and long-term objectives, Rogers’ NEOs are paid based on a combination of elements as described below:

Element

Design Summary

Purpose

Fixed Compensation

Base Salary

• Fixed annual rate of pay.

• Individual salary based on competitive market for talent, individual experience, sustained performance and potential.

• Reflects the market value of skills, experience and individual contribution.

Benefits & Perquisites

• Generally consistent with broader market practice. Each NEO receives an executive allowance and can apply for executive disability insurance that provides coverage for the amount of the NEO’s salary above the amount covered by the general disability plan.

• To attract and retain exceptional talent.

• Provides market-comparable benefits.

Performance-Based / At-Risk Compensation

STIP

• Multiplicative design based on corporate, team, and individual performance.

• For 2017, this included:

• Corporate factor based on total service revenue (40% weighting), adjusted operating profit (40% weighting), net promoter score (10% weighting), and net additions of Cable, Internet, and Wireless (10% weighting). Total service revenue is calculated by subtracting equipment revenue from total revenue. Adjusted operating profit is calculated before corporate STIP expense;

• Motivates achievement of key corporate, team and individual goals.

• Provides a strong link between overall performance of the Company, the team and the individual.

34 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR


Element	Design Summary	Purpose
	• Team factor based on business unit specific objectives; and • Individual factor based on annual personal objectives. • Corporate, team and individual performance factors can vary between 0% and 150% of target. Overall, each NEO has the opportunity to receive up to 200% of their target STIP.
LTIP (See “Summary of Long-Term Incentive Plans” for detailed information)	• Annual LTIP grants for NEOs and other Senior Executives include a mix of two vehicles: Performance Stock Options and Performance Restricted Share Units for the CEO, and Stock Options and Performance Restricted Share Units for all other NEOs. • All executives and directors below the Senior Executive Level are eligible to receive Long-term Incentives (LTI) in the form of RSUs. Performance Stock Options (PSOs) • In addition to a time-vesting requirement and a ten-year expiry term, pre-established share price performance targets must be met for vesting to occur. PSOs are granted to the CEO exclusively. Stock Options (SOs) • Starting in 2015, NEOs receive time-vesting SOs that vest over four years, and have a ten-year expiry term. Prior to 2015, NEOs received PSOs. Performance Restricted Share Units (PRSUs) • For awards granted in 2015, payout is based on the achievement of a three-year cumulative free cash flow target and relative TSR performance against BCE and TELUS: • Year 1: Improve TSR performance relative to that of BCE and TELUS	• To motivate executives to achieve long-term success (i.e., growth in free cash flow, share price appreciation, and maximizing overall shareholder returns) and to align executive and shareholder interests. • Enables executives to participate in the growth and development of the Company. • Incents them to deliver performance that surpasses that of our competitors.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 35


Element	Design Summary	Purpose
	• Year 2: Equal the TSR performance of BCE and TELUS • Year 3: Surpass the TSR performance of BCE and TELUS
	• For awards granted in 2016, payout is based on the achievement of a three-year cumulative free cash flow target and relative TSR performance against an expanded peer group of six companies including BCE, Cogeco Communications Inc., MTS Inc., Québecor Inc., Shaw Communications Inc., and TELUS. Beginning with year 2, the required changes were implemented to reflect BCE’s acquisition of MTS. • For awards granted in 2017 and onwards, payout is based on the achievement of a three-year cumulative free cash flow target and relative TSR performance against a peer group of five companies including BCE, Cogeco, Québecor, Shaw, and TELUS. • Performance vesting of all awards granted to the CEO, as well as those granted to all other NEOs prior to 2015, can range from 50% – 150% of target. Awards granted to all NEOs, other than the CEO, starting in 2015 have a vesting range of 30% – 170% of target. Deferred Share Units (DSUs) • DSUs are granted on a selective basis, typically as part of on-hire compensation. • DSUs track the price of the Class B Non-Voting Shares. When dividends are paid, additional DSUs are credited to the participant’s DSU account. DSUs may be redeemed for cash only after they have vested and following a termination of employment with the Company for any reason.

36 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR


Element	Design Summary	Purpose
	• From 2015 – 2017, DSUs have also been granted to eligible executives who elected to participate in the three-year Share Matching Program where they could receive a Company match for amounts of their STIP and/or LTIP that they elected to defer. Participation in this Program was strong, demonstrating its appeal and executive leadership’s commitment to the Company, the strategy, and long-term share ownership. This DSU Matching Program concluded on December 31, 2017.
Pension and Share Ownership Programs
Defined Benefit Pension Plan (DB Plan) and Defined Benefit Supplementary Executive Retirement Plan (DB SERP) (See “Pension Plan Benefits” for detailed information)	• NEOs hired prior to July 1, 2016 were eligible to participate in the Company’s DB Plan. The DB plan was closed to new enrolment as of July 1, 2016. • Certain senior executives participate in a DB SERP that provides benefits in excess of those provided in the DB Plan, as a result of the limits under the Income Tax Act (Canada). • NEOs also have certain post-employment benefits and supplemental pension entitlements under their employment agreements.	• To retain exceptional talent. • Provides a competitive retirement plan. • Rewards service to the Company.
Defined Contribution Pension Plan (DC Plan) and Defined Contribution Supplementary Executive Retirement Plan (DC SERP)	• NEOs hired after June 30, 2016 participate in the Company’s DC Plan, consistent with other employees of the Company. • Certain senior executives participate in a DC SERP that provides benefits in excess of those provided in the DC Plan as a result of the limits under the Income Tax Act (Canada). • NEOs participating in the DC SERP may also have certain post-employment benefits and supplemental pension entitlements under their employment agreements.	• To retain exceptional talent. • Provides a competitive retirement plan. • Rewards service to the Company.
Employee Share Accumulation Plan (ESAP)	• NEOs, along with all other employees of the Company, can participate in the ESAP.	• To align with shareholder interests.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 37

Element

Design Summary

Purpose

• An ESAP participant may contribute up to a maximum of 10% of their salary, provided that such contributions in any year do not exceed $25,000.

• Rogers contributes to each participant’s account an amount equal to:

• 25% of the aggregate contributions made during the first year of ESAP membership;

• 33% of the aggregate contributions made during the second year of ESAP membership; and

• 50% of the aggregate contributions made after the second year of ESAP membership.

• Provides a benefit for all employees to become an “owner” of the Company.

COMPENSATION DECISIONS FOR 2017-18

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;

•

participation in the incentive programs and award levels;

•

performance metrics in the incentive plans;

•

performance targets, at the corporate, team, and individual levels for the coming year, where applicable; and

•

actual achievement of performance against pre-determined targets.

The Company’s Chief Human Resources Officer is involved in the compensation-setting process through the preparation of information for the Human Resources Committee, which includes the recommendations of the CEO. The Human Resources Committee also seeks input from its independent compensation advisor, as determined by the Chair.

Salary

Salaries are reviewed annually and adjusted by the Human Resources Committee, with input from the CEO in respect of other NEOs.


Name	2017 Salary ($)		2018 Salary ($)		Increase
Joe Natale		1,250,000		1,275,000		2.0%
Anthony Staffieri		725,000		750,000		3.4%
Rick Brace		625,000		640,000		2.4%
Jim Reid		510,000		550,000		7.8%
David Miller		535,000		550,000		2.8%

38 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

Short-Term Incentive Plan

The following section summarizes how the STIP pool is established and provides details on targets and actual performance results for the NEOs, for 2017, as well as targets for 2018. For 2017 and 2018, the following targets (as percentages of base salary) were approved for each NEO who was active as at December 31, 2017:

2017 STIP Opportunity (as a % of salary)

NEO

Minimum

Target

Maximum

2018 Target

Joe Natale

100%

200%

100%

Anthony Staffieri

100%

200%

100%

Rick Brace

100%

200%

100%

Jim Reid

75%

150%

75%

David Miller

75%

150%

75%

2017 STIP Design

Actual STIP payouts are based on a combination of corporate, team, and individual performance, as illustrated below.

Target Award

Bonus Eligible

Earnings x Target Bonus

Corporate Performance

Total Service Revenue (40%)

AOP (40%)

NPS (10%)

Net Additions (10%)

Performance Score: 0 – 150%

Team Performance

Business Unit Objectives

Performance Score: 0 – 150%

Individual Performance

Annual Individual Objectives

Performance Score: 0 – 150%

Individual Payout

0 – 200% of Target

Step 1: Determining Corporate Performance Score and Pool Funding

Total service revenue and AOP target levels and ranges are calibrated by management and approved by the Human Resources Committee at the beginning of the performance year. Under the terms of the plan, a threshold level of AOP must be achieved in order for any payout to occur.

Calculation of the corporate performance score determines the funding of the overall STIP pool. The target pool (defined as the sum of individual target awards plus a pre-determined percentage used for performance differentiation purposes) is multiplied by the corporate performance score to determine the overall STIP pool available for distribution.

In 2017, we exceeded our total service revenue target by 1.1%, our AOP target by 2.3%, and the Wireless Net Additions target by 33.5%. Our NPS and our overall Net Additions targets were not met.

Overall, these accomplishments resulted in a calculated performance factor of 102.5%.

Corporate Measures ($ Billions)¹

Threshold

Target

Stretch

Achieved

Calculated
Payout

Total Service Revenue (40% weight)

$12.74

13.41

$14.08

$13.56

44.6%

AOP (40% weight)

$ 5.12

5.39

$ 5.66

$ 5.51

49.0%

NPS (10% weight)

0.0

+ 5.0

+ 10.0

0.70

1.4%

Subscriber Net Additions (10% weight)

0.0

1.0

1.5

0.75

7.5%

Financial Performance Achievement % of Target =

102.5%

¹	The payout for each measure is calculated on a linear basis for values between threshold and target and between target and stretch.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 39

AOP is a non-GAAP measure and should not be considered a substitute or alternative for GAAP measures. This is not a defined term under International Financial Reporting Standard (IFRS) and does not have a standard meaning, so may not be a reliable way to compare us to other companies. For a complete discussion on AOP and total service revenue and how they are calculated, please see “Non-GAAP Measures” and “Key Performance Indicators”, respectively, in our 2017 MD&A. AOP is further adjusted for the corporate factor such that it is before corporate STIP expense.

Step 2: Determining Team Performance Score

The CEO evaluated the performance of each team based on his assessment of their performance against our business priorities. The resulting team ratings ranged from 50% to 105%. Among the NEOs, Messrs. Staffieri, Reid, and Miller’s team component was based on the performance of the corporate groups, while Mr. Brace’s team component was based on Media. Messrs. Woessner and Khandelwal’s team component was based on Consumer.

Step 3: Determining Individual Performance Score

Each NEO is assessed and their bonus is adjusted based on their individual performance against their respective objectives during the year. For 2017, the CEO reviewed the individual performance of each direct report and made a recommendation to the Human Resources Committee for approval. In its assessment of individual performance, the Human Resources Committee recognized that the NEOs and the broader executive leadership team had made solid progress in line with our strategy, and have better positioned the Company for future growth. For a list of key accomplishments, please refer to the Human Resources Committee’s letter to shareholders.

A summary of awards for each actively employed NEO as at December 31, 2017 is provided in the table below:

NEO

Annualized
Target
STIP Award
($)

Target STIP
Award¹

($)

Corporate
Factor

(%)

Team
Factor

(%)

Individual
Factor

(%)

Actual

STIP Award

($)

Joe Natale²

1,250,000

102.5

100.0

125.0

1,601,563

Anthony Staffieri

725,000

723,385

102.5

100.0

150.0

1,112,204

Rick Brace

625,000

622,577

102.5

105.0

110.0

737,053

Jim Reid

382,500

381,289

102.5

100.0

150.0

586,231

David Miller

401,250

400,038

102.5

100.0

410,039

¹	Based on Bonus Eligible Earnings (BEE) in the year in line with STIP terms, with the exception of Mr. Natale.

²	Mr. Natale’s actual STIP award was not pro-rated or based on BEE in 2017, per the terms of his employment agreement.

Long-Term Incentive Plan

The Company’s LTIP is intended to strengthen the alignment between the interests of shareholders, the organization, and its executives while enabling executives to participate in the growth and development of the Company. A material portion of the eligible NEO’s total direct compensation opportunities is in the form of long-term incentives, consistent with the Company’s compensation philosophy.

Award Values

At the beginning of each fiscal year, the Human Resources Committee approves the value of LTIP awards to be granted and, with the exception of the CEO’s LTIP, receives and reviews recommendations from the CEO. Typically, the Human Resources Committee does not take

40 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

previous grants or length of service into account when setting new grants. In the case of exemplary individual performance during the year, a new hire, or a promotion, the Human Resources Committee may approve an award in excess of, or less than, the targeted annual grant level based on their assessment of the rationale provided by the CEO.

The table below summarizes the target and actual LTIP grant levels for actively employed NEOs as at December 31, 2017:


NEO	2017 Target (% of base salary)	2017 Actual (% of base salary)	2018 Target (% of base salary)
Joe Natale¹	n/a	n/a	600%
Anthony Staffieri	250%	276%	250%
Rick Brace²	200%	208%	200%
Jim Reid²	150%	196%	150%
David Miller²	150%	159%	150%

¹	Mr. Natale received a sign-on award in the amount of $8.5 million.

²	In addition to annual LTIP grants (disclosed as “2017 Actual”), and as per the terms of the Share Matching Program, NEOs who elected to defer their PRSU awards received an additional grant of PRSU DSUs equivalent to 25% of the amount deferred.

Mix of LTIP Vehicles for 2017

For 2017, Messrs. Staffieri, Brace, Reid, and Miller received their LTI awards in the form of 25% SOs and 75% PRSUs.

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

Performance Stock Options

In addition to a time-vesting requirement, pre-established share price performance targets must be met in order for PSO vesting to occur. The share price performance targets for the 2017 grant include:


		Share Price Target
Proportion of Grant	Vesting Period	June 9, 2017 Grant ($)
25%	1 year	65.9565
25%	2 years	69.2543
25%	3 years	72.7170
25%	4 years	76.3529

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 41

PRSUs

In February 2018, the Human Resources Committee reviewed the Company’s performance against the two metrics used to determine the performance of the PRSU Plan: Relative TSR and three-year cumulative free cash flow. Based on this, the Human Resources Committee approved a performance factor of 114.7% for PRSU awards granted in March 2015.


	Relative TSR						Cumulative Free Cash Flow
	2015		2016		2017		2015-2017
Target		2.7%		9.3%		14.0%		$	8.645 billion
Achievement		14.2%		7.9%		29.5%		$	8.275 billion
Payout		170.0%		78.2%		170.0%			90.0%
Weighting		16.67%		16.67%		16.67%			50.0%
Total Payout %									114.7%

For the purposes of the PRSU plan, free cash flow is defined as AOP less capital expenditures. AOP is a non-GAAP measure and should not be considered a substitute or alternative for GAAP measures. For a complete discussion surrounding free cash flow and how it is calculated, please see “Non-GAAP Measures” in our 2017 MD&A. TSR measures are on an annual basis and reflect the change between the average of the adjusted close prices (which include the value of dividends) for the full calendar month for the beginning and end of the performance period.

42 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

PERFORMANCE GRAPH

The following graph illustrates the change in value of $100 invested on December 31, 2012 (five years ago) in:

•

Class A Shares (RCI.A);

•

Class B Non-Voting Shares (RCI.B); and

•

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

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

LOGO

INDEXED RETURNS

Years Ending

Company / Index

2012

2013

2014

2015

2016

2017

Rogers Communications Inc. – CL A

100.00

111.91

107.79

118.74

133.16

167.98

Rogers Communications Inc. – CL B

100.00

110.51

108.24

119.40

134.42

171.51

S&P/TSX Composite Index

100.00

112.99

124.92

114.53

138.67

151.28

NEO Total Direct Compensation Index ¹

100.00

99.92

112.41

134.34

159.31

159.98

¹	In 2017, NEO Total Direct Compensation included Mr. Natale’s sign-on LTI of $8,500,000.

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.

For the five-year period, the market price for Rogers shares has outpaced the S&P/TSX composite index. Aggregate compensation of the NEOs decreased slightly from 2012 to 2013, while the market price of the Company’s shares increased. In 2013, and during a CEO transition year, both share prices and NEO compensation increased. In 2014, there was a decrease in the Company’s share price while NEO compensation increased, which reflects a number of new NEO hires. In 2016, both share price and NEO compensation increased. In 2017, there was an increase in the Company’s share price as overall Company performance improved against key competitors and significant progress was made on the strategic plan. Comparatively, the compensation of NEOs remained relatively flat during this same period, which is partially a reflection of the change in the list of NEOs for 2017.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 43

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

SUMMARY COMPENSATION TABLE

The following Summary Compensation Table shows the amount and type of compensation granted to the NEOs in 2015, 2016 and 2017.


Name and Principal Position	Year		Salary¹ ($)		Share- Based Awards² ($)		Option Based Awards³ ($)		Non-Equity Incentive Plan Compensation			Pension Value⁵ ($)		All Other Comp⁶ ($)		Total Comp ($)
Name and Principal Position	Year		Salary¹ ($)		Share- Based Awards² ($)		Option Based Awards³ ($)		Annual Incentive Plans⁴ ($)		Long- Term Incentive Plans ($)	Pension Value⁵ ($)		All Other Comp⁶ ($)		Total Comp ($)
Joe Natale⁷		2017		879,808		4,500,173		4,000,013		1,601,563	Nil		2,055,846		234,506		13,271,909
President and Chief Executive Officer		2016		–		–		–		–	–		–		–		–
President and Chief Executive Officer		2015		–		–		–		–	–		–		–		–
Anthony Staffieri		2017		723,385		1,500,155		500,006		1,112,204	Nil		352,825		222,510		4,411,085
Chief Financial Officer		2016		712,635		1,640,736		437,516		927,316	Nil		709,596		72,214		4,500,013
Chief Financial Officer		2015		722,115		1,687,863		375,016		759,088	Nil		187,427		53,390		3,784,899
Rick Brace		2017		622,577		1,218,947		325,034		737,053	Nil		330,419		49,235		3,283,265
President, Media		2016		608,423		1,401,475		325,025		730,400	Nil		264,438		33,723		3,363,484
President, Media		2015		242,308		947,861		300,023		241,035	Nil		114,126		311,764		2,157,117
Jim Reid		2017		508,385		937,739		250,003		586,231	Nil		180,160		182,324		2,644,842
Chief Human Resources Officer		2016		497,635		890,928		237,501		485,660	Nil		189,157		44,363		2,345,244
Chief Human Resources Officer		2015		501,731		1,003,610		200,039		412,046	Nil		172,254		37,215		2,326,895
David Miller		2017		533,385		797,135		212,525		410,039	Nil		228,189		170,361		2,351,634
Chief Legal and Corporate Affairs Officer and Secretary		2016		523,423		703,601		187,532		438,663	Nil		216,896		39,015		2,109,130
Chief Legal and Corporate Affairs Officer and Secretary		2015		531,923		931,300		187,508		349,473	Nil		249,955		32,780		2,282,939
Alan D. Horn⁸		2017		250,000		4,500,298		–		–	Nil		64,594		276,574		5,091,466
Interim President and Chief Executive Officer		2016		250,000		195,032		–		Nil	Nil		66,595		26,887		538,514
Interim President and Chief Executive Officer				–		–		–		–	–		–		–		–
Deepak Khandelwal⁹		2017		416,654		1,781,363		475,021		–	Nil		107,851		28,712		2,809,601
Chief Customer Officer		2016		712,635		1,781,606		475,002		741,853	Nil		172,908		35,093		3,919,097
Chief Customer Officer		2015		726,923		2,168,168		437,557		795,981	Nil		173,325		33,470		4,335,425
Dirk Woessner¹⁰		2017		664,827		1,687,816		500,006		725,000	Nil		164,168		1,729,532		5,471,349
President, Consumer		2016		712,635		1,603,520		475,002		927,316	Nil		163,965		41,965		3,924,403
President, Consumer		2015		533,077		2,062,780		437,533		560,371	Nil		125,587		864,294		4,583,642

¹	Salary equals annualized rate of pay determined by the actual number of pay periods in a fiscal year. Salary also represents BEE on which target bonus is based for payout, with the exception of Mr. Natale whose bonus was not pro-rated for 2017, per the terms of his employment agreement.

The amounts shown for compensation purposes reflect the five-day weighted average trading price of Class B Non-Voting Shares on the TSX for the five trading days preceding the grant date. This ensures the compensation award values are not influenced by single-day trading volatility. The accounting value of these awards differs slightly as a single-day trading price of Class B Non-Voting Shares preceding the grant date is used. Messrs. Brace, Reid, Miller, and Khandelwal’s 2016 amounts include DSUs granted under the Share Matching Program as they elected to defer 100% of their 2015 bonus into DSUs. Mr. Brace’s 2017 amount includes DSUs granted under the Share Matching Program as he elected to defer 100% of his 2016 bonus into DSUs. Matched DSUs are granted on the same day as the DSUs. See the Share Matching Program in ‘Elements of Compensation’ for additional information on this program.

³	The share prices used for the purposes of determining stock option grants are outlined in the chart below.

⁴	Award amounts relate to cash bonuses under the Company’s STIP and are based on the achievement of pre-established annual performance goals approved by the Board on the recommendation of the Human Resources Committee. Messrs. Brace, Reid,

44 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

Miller, and Khandelwal elected to defer 100% of their 2015 bonus into DSUs under the Share Matching Program. Mr. Brace elected to defer 100% of his 2016 bonus into DSUs under the Share Matching Program.

⁵	The pension values represent the compensatory change as described in “Pension Plan Benefits”. Pension values reflect the value of the projected pension earned for service from January 1 to December 31 of the respective year.

⁶

Mr. Natale’s 2017 amount includes an allowance, taxable benefits relating to parking, life insurance and AD&D premiums, and the Company’s contributions to the ESAP. Mr. Staffieri’s 2017 amount includes a special one-time bonus and a taxable benefit for travel; his 2017, 2016, and 2015 amounts reflect an allowance, taxable benefits related to financial tax assistance, parking, life insurance, LTD top-up, and AD&D premiums, and the Company’s contributions to the ESAP. Mr. Brace’s 2017, 2016, and 2015 amounts reflect an allowance, taxable benefits related financial tax assistance, parking, life insurance and AD&D premiums and the Company’s contributions to the ESAP. In 2015 Mr. Brace received a signing bonus of $300,000. Mr. Reid’s 2017 amount includes a special one-time bonus and a taxable benefit for travel; his 2017, 2016, and 2015 amounts reflect an allowance, taxable benefits related to financial tax assistance, parking, life insurance and AD&D premiums and the Company’s contributions to the ESAP. Mr. Miller’s 2017 amount includes a special one-time bonus; his 2017, 2016, and 2015 amounts reflect an allowance, taxable benefits related to financial tax assistance, parking, life insurance and AD&D premiums, LTD top-up, and the Company’s contributions to the ESAP. As the Chair, Mr. Horn received $250,000 in 2017 and the after-tax proceeds were issued in Class B Non-Voting Shares, and his 2017 and 2016 amounts include an allowance and taxable benefits related to parking, life insurance and AD&D premiums. Mr. Khandelwal’s 2017, 2016, and 2015 amounts reflect an allowance, taxable benefits related to financial tax assistance, parking, life insurance and AD&D premiums, and the Company’s contributions to the ESAP. Mr. Woessner’s 2017 amount includes a special one-time bonus and a payment reflecting two-thirds of his April 22, 2015 PRSU grant. In addition, Mr. Woessner’s 2017, 2016, and 2015 amounts reflect an allowance, taxable benefits related to financial tax assistance, parking, life insurance, and AD&D premiums, and the Company’s contributions to the ESAP. Mr. Woessner’s 2015 amount also includes a signing bonus of $750,000, a relocation allowance of $57,683, and an education reimbursement of $37,626.

⁷

Mr. Natale was hired as President and Chief Executive Officer on April 19, 2017. Upon hire, Mr. Natale received sign-on awards of PSOs and PRSUs with a total award value equal to $8,000,000. In addition, upon hire, Mr. Natale received a special one-time award of DSUs with a share-based award value equal to $500,000.

⁸

For his tenure as Interim President and CEO during 2016 and 2017, Mr. Horn received a share-based award of $4,500,298. As Chair, Mr. Horn received an annual retainer of $250,000 in lieu of all other retainers and attendance fees. In 2016, Mr. Horn also received 4,000 DSUs as part of the Directors’ DSU plan introduced in 2000 to encourage directors to align their interests with shareholders, and amended in 2016, to allow non-employee directors to choose to receive any or all of their fees and retainers in DSUs or through a purchase of Class B Non-Voting Shares. Compensation shown in this table in 2016 represents Mr. Horn’s retainer, share awards, and other compensation for his role as Chair. Mr. Horn has a supplementary retirement plan that provides for a pension based on 2% of his average salary for each year of credited service, less any pension payable from the Company’s Defined Benefit Plan.

⁹	Mr. Khandelwal was hired as Chief Customer Officer effective November 10, 2014 and left the organization on July 28, 2017.

¹⁰

Mr. Woessner was hired as President, Consumer effective April 1, 2015. The amounts in the table above represent his prorated salary for the period of April 1, 2015 to December 31, 2015. Upon hire, Mr. Woessner received a sign-on award of 17,933 RSUs with a total share-based award value equal to $750,000. One-half of Mr. Woessner’s RSUs vested on July 1, 2015, and the balance vested on July 1, 2016. The amount reflected in the 2015 All Other Compensation column includes a $750,000 cash signing bonus. Mr. Woessner’s sign-on amounts were awarded to offset a portion of the value he forfeited with his previous employer. Mr. Woessner left the organization on November 30, 2017.


Share Price ($) for Purposes of:	Jun 09, 2017		Mar 01, 2017		Mar 01, 2016		Aug 10, 2015		Apr 22, 2015		Mar 02, 2015		Jun 02, 2014		Mar 03, 2014
Compensation (5-day average share price preceding date of grant)		62.8157		56.6952		49.9539		45.6210		41.8216		44.9737		44.5912		42.8524
Accounting (date of grant)		62.75		55.81		50.72		44.83		42.99		44.11		44.45		42.90

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 45

The compensation value for all stock option awards is determined using a Binomial model which is a common method for valuing stock options. The amounts disclosed represent the option fair value (compensation value) on the grant date. The compensation value differs from the accounting value based on different input assumptions applied in the valuation. A reconciliation of compensation and accounting values are provided below.


Inputs	2017				2016			2015
	Compensation		Accounting		Compensation	Accounting		Compensation			Accounting
Valuation Methodology	Binomial		Trinomial June 9, 2017 PSO Grant	Black- Scholes Mar 1, 2017 SO Grant	Binomial	Trinomial Mar 1, 2016 PSO Grant	Black- Scholes Mar 1, 2016 SO Grant	Binomial			Trinomial Mar 2, 2015 PSO Grant	Black- Scholes Aug 10, 2015 SO Grant	Black- Scholes Mar 2, 2015 SO Grant	Black- Scholes Apr 22, 2015 SO Grant
Share Price Volatility	17.10%		24.27%	18.25%	19.06%	25.04%	18.86%	17.72%			25.17%	18.99%	20.27%	19.64%
Dividend Yield	3.69%		3.14%	3.27%	3.84%	3.69%	3.69%	4.07%			4.53%	4.21%	4.53%	4.33%
Risk-free Interest Rate	1.73%		0.84%	0.84%	1.40%	0.49%	0.49%	1.79%			1.06%	1.06%	1.06%	1.06%
Expected Life	10 years (full term)		n/a	5.48	10 years (full term)	n/a	5.42	10 years (full term)			n/a	5.35	5.42	5.31
Value per Option ($)	8.17 Jun 9, 2017 PSO Grant	7.37 Mar 1, 2017 SO Grant	11.50	5.63	7.00 Mar 1, 2016 PSO and SO Grants	8.78	4.49	5.89 Aug 10, 2015 SO Grant	5.8 Mar 2, 2015 PSO and SO Grants	5.39 Apr 22, 2015 SO Grant	6.40	4.06	3.34	4.74
Higher (Lower) Compensation Value Compared to Accounting Value ($):	Compensation value compared to Accounting Value^{1, 2}





Joe Natale			(1,632,575)			–						–
Anthony Staffieri			118,418			156,622						159,118
Rick Brace			76,978			116,352						93,044
Jim Reid			59,209			85,020						84,876
David Miller			50,333			67,133						79,559

¹	The compensation values for Messrs. Natale, Staffieri, Brace, Reid, and Miller were calculated based on the binomial methodology for PSOs granted on June 9, 2017 and SOs granted on March 1, 2017.

²	The accounting value for Mr. Natale’s award was calculated based on the trinomial methodology for PSOs granted on June 9, 2017. The accounting values for Messrs. Staffieri, Reid, and Miller were calculated based on the Black-Scholes methodology for SOs granted on March 1, 2017.

46 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

INCENTIVE PLAN AWARDS

OUTSTANDING SHARE-BASED AND OPTION-BASED AWARDS

The following table provides information with respect to outstanding stock options, PRSUs, and DSUs held by the NEOs as at December 31, 2017. Neither Mr. Khandelwal nor Mr. Woessner had any outstanding awards as at December 31, 2017.


	Option-based Awards								Share-based Awards
Name	Number of securities underlying unexercised options (#)		Option exercise price ($)		Option expiration date (yyyy/mm/dd)		Value of unexercised in-the-money options ($)		Number of shares or units of shares that have not vested (#)		Market or payout value of share-based awards that have not vested¹ ($)		Market or payout value of vested share-based awards not paid out or distributed¹ ($)
Joe Natale²		489,835		62.82		2027-06-09		604,603		72,412		4,637,989		Nil
Anthony Staffieri³		10,737		42.85		2024-03-03
		1,290		44.59		2024-06-02
		32,320		44.97		2025-03-02
		46,920		49.95		2026-03-01
		67,840		56.70		2027-03-01		2,029,585		105,765		6,774,221		1,162,963
Rick Brace⁴		50,980		45.62		2025-08-10
		46,475		49.95		2026-03-01
		44,100		56.70		2027-03-01		1,918,973		73,253		4,691,834		1,126,518
Jim Reid⁵		5,212		42.85		2024-03-03
		2,390		44.59		2024-06-02
		17,240		44.97		2025-03-02
		25,470		49.95		2026-03-01
		33,920		56.70		2027-03-01		1,094,366		60,692		3,887,348		1,223,120
David Miller⁵		13,095		48.56		2023-03-01
		5,775		45.43		2023-06-17
		13,425		42.85		2024-03-03
		24,240		44.97		2025-03-02
		26,815		49.95		2026-03-01
		28,835		56.70		2027-03-01		1,647,356		52,412		3,356,991		1,057,259
Alan D. Horn⁶		–		–		–		–		69,859		4,474,478		3,592,175

¹	The market value is based on the closing price for Class B Non-Voting Shares on the TSX on December 29, 2017 which was $64.05.

²	The value of awards not paid or distributed to Mr. Natale reflects PSOs and share awards granted to him as a signing bonus.

³	The value of awards not paid or distributed to Mr. Staffieri reflects Bonus DSUs granted to him as part of the Share Matching Program and vested on March 2, 2015 plus accumulated dividends.

⁴	The value of awards not paid or distributed to Mr. Brace reflects Bonus DSUs granted to him as part of the Share Matching Program and vested on March 1, 2016 and March 1, 2017 plus accumulated dividends.

⁵	The value of awards not paid or distributed to Mr. Reid and Mr. Miller reflects Bonus DSUs granted to them as part of the Share Matching Program and vested on March 2, 2015 and March 1, 2016 plus accumulated dividends.

⁶	The value of awards not paid or distributed to Mr. Horn reflects compensation for his role as Chair in prior years.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 47

INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR

The following table provides information on the vesting and payout of awards under the Company’s incentive plans during 2017.


NEO	Option Awards-Value Vested During the Year¹ ($)		Share Awards-Value Vested During the Year ($)		Non-Equity Incentive Plan Compensation-Value Earned During the Year ($)
Joe Natale		–		–		1,601,563
Anthony Staffieri		601,859		1,298,877		1,112,204
Rick Brace		304,831		–		737,053
Jim Reid		336,543		838,240		586,231
David Miller		324,039		715,203		410,039
Alan D. Horn		–		–		–
Deepak Khandelwal		306,018		4,176,704		–
Dirk Woessner		510,987		1,524,974		725,000

¹	Value of Option Awards based on the date the Company determines that the share price hurdle, where applicable, has been satisfied.

SUMMARY OF LONG-TERM INCENTIVE PLANS

The following tables provide a summary of the Company’s various equity-based incentive plans.

Stock Option Plans


Type	Performance Stock Options	Stock Options
Eligibility	CEO NEOs and other select executives prior to 2015.	Starting in 2015: NEOs, excluding the CEO, and other select executives. Prior to 2013: other executives and select directors of the Company and affiliates were eligible.
Overview	Stock options are granted with tandem share appreciation rights. 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.
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. Awards expire ten years following the grant date. Awards granted prior to 2013 have a seven-year term.	Awards vest 25% per year over the first four years, and expire ten years following the grant date. Awards granted prior to 2013 have a seven-year term.
Exercise Price (grant price or option price)	Awards are granted at fair market value 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.

48 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR


Type	Performance Stock Options	Stock Options
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.
Retirement (at retirement age as determined by the Human Resources Committee)	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 termination.
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 term.
Assignment 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.

Full Value Share Plans


Type	PRSUs	RSUs
Eligibility	NEOs and other select executives.	Executives not participating in the PRSU plan and select below executive level directors of the Company and affiliates.
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. PRSUs cliff vest on the third anniversary of the grant date. For grants in 2014 and earlier, the number of units that vest will vary from 50% to 150% of the accumulated units, based on annual and three-year cumulative free cash flow performance relative to targets. Starting in 2015, for NEOs other than the CEO, the number of units that vest will vary from 30% to 170% of the accumulated units, based on three-year cumulative free cash flow performance relative to targets and relative TSR. The number of units that vest for the CEO will continue to vary from 50% to 150% of the accumulated units, based on three-	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 and are typically settled in cash at maturity but can be settled as Class B Non-Voting Shares from treasury if requested. The payment will be equal to the vested RSUs (including dividends) multiplied by the market price on the vesting date.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 49


Type	PRSUs	RSUs
	year cumulative free cash flow performance relative to targets and Relative TSR. The payment will be equal to the vested PRSUs (including dividends), multiplied by the market price on the vesting date.
Award	The number of units granted is determined by dividing the dollar amount of the award by the market price on the day of the award. Key executives may elect to receive their bonus in the form of RSUs.
Market Price	Market price is the five day weighted average price of Class B Non-Voting Shares for the five business days preceding the date in question (e.g., grant date or vesting date). For example, the market price on March 1^st would be calculated using the five business days before March 1^st, but excluding March 1^st.
Dividend Equivalents	Dividends will be reinvested in additional units that will be paid at maturity.
Vesting	Units cliff vest not later than three years after the grant date. Bonus amounts that are deferred into RSUs vest no later than June 15^th of the third calendar year following the calendar year in which the bonus remuneration was earned.
Payout	After vesting a lump sum cash payment is made to the participant. Select executives may elect to defer their units that vest by December 2018 into DSUs. (see below)
Termination Provisions:	The following rules apply if a participant’s employment is terminated before vesting:
Death / Disability	Units vest effective as at the date of the participant’s death or disability and are paid out at the next payroll date.
Retirement (at retirement age as determined by the Committee)	Units vest effective as at the date of the participant’s retirement and are paid out at the next payroll date.
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 allow units to vest and be redeemed effective as at the date of the change in control.
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.

50 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

Deferred Share Unit Plan


Eligibility		Select senior executives and executives who participate in the Share Matching Program.
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.
Payout		DSUs may be redeemed for cash only if they are vested and after termination of employment with the Company for any reason.
Award		Select executives may elect to defer their PRSUs that vest by December 2018 into DSUs. RSUs and PRSUs will be converted to DSUs on a one for one basis. In 2015 through 2017, executives may elect to defer their STIP awards and/or their RSU/PRSU grant into DSUs before it is granted. Executives will receive an additional award of DSUs as a match. The number of units granted is determined by dividing the dollar amount of the award by the market price on the day of the award (see Share Matching Program). Occasionally executives will be granted DSUs as part of their on-hire compensation.
Termination Provisions:		The following rules apply if a participant’s employment is terminated before vesting:
Death / Disability		Units vest effective as at the date of the participant’s death or disability and are paid out within 90 days.
Retirement (at retirement age as determined by the Committee)		Units vest effective as at the date of the participant’s retirement and are eligible for payout.
Resignation		Unvested Units are forfeited.
Termination Without Cause		Unvested Units are forfeited.
Termination For Cause		Unvested Units are forfeited.
Vesting		DSUs that are granted on bonus remuneration or vested RSUs or PRSUs are immediately vested. DSUs that are granted as part of on-hire compensation typically vest within three years of service with the Company. See Share Matching Program below for details on the vesting of DSUs granted as part of this program.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 51

Share Matching Program (2015 — 2017 only) – This program has now concluded.


Eligibility		Executive eligibility was determined by management. Only annual STIP amounts or annual grants of RSUs and PRSUs were eligible for a Company match (i.e., sign-on amounts or special one-time bonuses were not eligible).
Overview		Executives could elect to defer all or a portion of their STIP and/or PRSU/RSU grants into DSUs and in return receive a matching grant of DSUs from the Company. The match was 50% in 2015, 25% in 2016, and 25% in 2017. Total company matching amounts over the life of the program were subject to an overall cap for participants.
Award		The number of units granted was determined by dividing the dollar amount of the award by the market price on the day of the award.
Market Price		Market price was the five day weighted average price of Class B Non-Voting Shares for the five business days preceding the date in question (e.g., grant date or payout date). For example, the market price on March 1^st would be calculated using the five business days before March 1^st, but excluding March 1^st.
Termination Provisions:		The following rules apply if a participant’s employment is terminated before vesting:
Death / Disability		Units vest effective as at the date of the participant’s death or disability and are paid out within 90 days.
Retirement (at retirement age as determined by the Committee)		Units vest effective as at the date of the participant’s retirement and are eligible for payout.
Resignation		Unvested Units are forfeited.
Termination Without Cause		Unvested Units are forfeited.
Termination For Cause		Unvested Units are forfeited.
Vesting		DSUs awarded upon deferral of STIP vested immediately. All matching DSUs awarded upon deferral of STIP will vest 1/3 per year. DSUs awarded upon deferral of RSU/PRSUs, and all matching DSUs awarded upon deferral of RSU/PRSUs cliff vest not later than three years after the grant date, and are subject to the same adjustments for performance as applicable.
Payout		Vested DSUs must be redeemed by holders by December of the year following termination of service. Unvested DSUs at the time of termination are forfeited. “Specified Executives” subject to US tax filing will have their DSUs automatically redeemed 6 months after separation from service, all other US tax filers thirty days after separation.

52 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

PENSION PLAN BENEFITS

The Company provides pension benefits to its employees, including NEOs, through the Rogers Defined Benefit Pension Plan (the DB Plan) and the Rogers Defined Contribution Plan (the DC Plan). In addition, all NEOs, other than Mr. Natale, will receive benefits under the Rogers Defined Benefit Supplementary Executive Retirement Plan (the DB SERP) or the Rogers Defined Contribution Supplementary Executive Retirement Plan (the DC SERP) in accordance with their registered pension plan participation. Mr. Natale is entitled to a supplementary pension plan, as described below.

The DB Plan is a contributory defined benefit pension plan registered under the Income Tax Act (Canada) and the Pension Benefits Standards Act. It was closed to new enrolment effective July 1, 2016. Executives who are members of the DB SERP are not required to contribute. For each year of credited service, the DB Plan provides members with an annual pension benefit of 2.0% of their career average base salary. Periodically, Rogers has provided for updates to the career average base year earnings used to determine pensions under the DB Plan. The most recent such upgrade was effective December 31, 2013 such that pension benefits earned for all service prior to January 1, 2011 are based on the member’s pensionable earnings in 2010. The pension earned in respect of any given year is limited to the maximum pension limit under the Income Tax Act (Canada) for the year in which the benefit is earned. 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, or age 55, are entitled to a lump sum payment of equivalent value to the accrued pension payable at age 65.

The DB SERP provides pension benefits to certain key executives approved by the Human Resources Committee for earnings not covered by the DB Plan because of the Income Tax Act (Canada) limits. 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 career average pensionable earnings (including eligible target bonuses for all NEOs and capped at $1,250,000 per annum). 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 attained age 55 and completed 30 years of continuous employment, or reached age 65. 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 payable at age 65. 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. Benefits payable from the DB SERP are offset by any benefits payable from the DB Plan. Any amendments made to the DB Plan, such as base year upgrades or the age 55 and 30 years of service provision, are reflected in the DB SERP. The DB SERP is not funded and benefit payments to former executives are paid directly by Rogers. As at December 31, 2017, the unfunded obligation with respect to both current and former executives and their beneficiaries was $65,562,000 (compared to an obligation of $62,112,000 as at December 31, 2016). In 2017, Rogers recognized a charge to net income of $5,003,000 with respect to benefits accrued for service by current executives and made payments to former executives and their beneficiaries of $3,907,000. For all NEOs, excluding Mr. Horn, the DB SERP was amended in 2015 to include the pensionable bonus, earnings cap and termination benefits described above.

Effective July 1, 2016, the Company introduced the DC Plan for new employees and existing employees who were not already 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%. Key executives hired after June 30, 2016 will join the DC Plan on a non-contributory basis if they are eligible for the DC SERP. The DC SERP provides a 14% employer contribution on base salary earned above the maximum money purchase limit under the Income Tax Act (Canada), plus 14% on the lesser of target bonus or earned bonus, up to a maximum pensionable earnings of $1,250,000. The DC SERP is not funded and benefits are accrued on a notional basis at the same rate of return as the member’s DC Plan account.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 53

Pursuant to Mr. Natale’s employment agreement, he is entitled to a lifetime pension benefit, payable at age 62, equal to $4,172 per month of service at termination less the hypothetical monthly pension payable if his DC Plan balance were converted into a monthly lifetime pension, plus an additional $8,570 per month starting at age 55 and increasing by $530.50 per month of service to age 62. The normal form of pension provides that in the event of Mr. Natale’s death within five years after pension benefits commence, his estate will receive a lump sum payment equal to the value of his pension for the balance of that five-year period. In the event of Mr. Natale’s death before benefits commence, his designated beneficiary shall receive a lump sum equal to the commuted value of his accrued benefit. A Retirement Compensation Arrangement will be established prior to the pension commencement date for the payment of monthly pension benefits.

The table below shows certain information for each NEO participating in the Company’s defined benefit pension arrangements including:

•

Years of credited service as at December 31, 2017;

•

Estimated annual benefit accrued, or earned, for service up to December 31, 2017 and up to the age of 65 (or assumed retirement date if later than age 65); and

•

A reconciliation of the accrued obligation from December 31, 2016 to December 31, 2017.


	Number of Years Credited Service		Annual Benefits Payable				Accrued Obligation at Start of Year² ($)				Non- Compensatory Change⁴ ($)		Accrued Obligation at Year End⁵ ($)
Name	Number of Years Credited Service		At Year End ($)		At Age 65¹ ($)		Accrued Obligation at Start of Year² ($)		Compensatory Change³ ($)		Non- Compensatory Change⁴ ($)		Accrued Obligation at Year End⁵ ($)
Joe Natale⁶		0.72		169,088		742,840		–		2,055,846		151,000		2,206,846
Anthony Staffieri⁷		9.08		187,816		550,320		1,545,746		352,825		259,185		2,157,766
Rick Brace⁸		2.42		58,923		58,923		436,125		330,419		52,127		818,671
Jim Reid⁹		6.39		82,137		172,260		829,011		180,160		138,735		1,147,906
David Miller¹⁰		28.00		305,612		305,612		3,790,530		228,189		56,043		4,074,762
Alan D. Horn¹¹		27.00		292,095		292,095		3,953,906		64,594		58,157		4,076,657

Includes the value of assumed pensionable bonuses for service after 2014 for all NEOs, excluding Mr. Natale. 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 Accrued Obligation at Year End. The benefits for all NEOs are based on the December 31, 2017 values.

Equals the value of the projected pension earned for service to December 31, 2016. The values have been determined using the same actuarial assumptions and measurement date used for determining the pension plan obligations at December 31, 2016 as disclosed in the notes to the 2016 Audited Consolidated Financial Statements, based on the actual earnings for 2016 and adjusted to reflect expected future increases in pensionable earnings.

Includes the value of the projected pension earned for service from January 1, 2017 to December 31, 2017, 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 base year 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	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

Equals the value of the projected pension earned for service to December 31, 2017. The values have been determined using the same actuarial assumptions and measurement date used for determining the pension plan obligations at December 31, 2017 as disclosed in the notes to the 2017 Audited Consolidated Financial Statements, based on the actual earnings for 2017 and adjusted to reflect expected increases in pensionable earnings.

⁶	Mr. Natale participates in the DC Plan and his DB SERP arrangement wraps around his DC Plan value to provide a target benefit.

⁷

Mr. Staffieri will be eligible for an additional three years of credited service upon his 10th service anniversary with Rogers (i.e., November 28, 2021). The additional three years of credited service granted in 2016 are included in the Number of Years of Credited Service, Annual Benefits Payable at Year End and at Age 65, and in the Accrued Obligation at Year End.

54 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

⁸	Mr. Brace was not vested in the DB SERP as at December 31, 2017.

⁹	Mr. Reid is eligible for early retirement.

¹⁰	Mr. Miller is eligible to retire.

¹¹	Mr. Horn is eligible to retire.

Unless otherwise noted, all NEOs are currently vested in their pension entitlements earned to December 31, 2017. In accordance with 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.

TERMINATION AND CHANGE OF CONTROL BENEFITS

POTENTIAL PAYMENTS UPON TERMINATION, RESIGNATION, RETIREMENT OR CHANGE OF CONTROL

The following tables show potential payments to each NEO who was active as at December 31, 2017, 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, 2017, which was $64.05. There are no provisions specific to a change in control scenario, and the Human Resources Committee has ultimate discretion to determine appropriate treatment in accordance with plan terms.

The amounts for each NEO were calculated using the closing market price of Class B Non-Voting Shares on December 29, 2017 ($64.05). 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.

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

Joe Natale

Mr. Natale commenced employment as President and Chief Executive Officer of Rogers on April 19, 2017. Per the terms of his employment agreement, Mr. Natale would be entitled to the arrangements below following the termination of his employment as at December 31, 2017:

Severance

($)

Stock

Options

($)

Share-based

Awards

($)

Pension

($)

Total

($)

Termination Without Cause¹

5,408,500

604,603

4,983,054

1,380,000

12,376,157

Resignation^2,3

–

Retirement⁴

–

Termination With Cause⁵

–

Change of Control

–

In the event of termination without cause on December 31, 2017, Mr. Natale would be entitled to receive a lump sum payment equal to 24 months of base salary, bonus at target and executive allowance, as well as benefits continuance. All stock options and PRSUs held by Mr. Natale will continue to vest to the earlier of 24 months or the date he commences alternative full-time employment with a named competitor. Stock options must be exercised within 30 days of the expiry of this period. Consistent with the treatment for other NEOs, all performance targets related to stock options are deemed to have been met at 100% of target, and all performance targets related to PRSUs and PRSU DSUs for any annual or three-year performance period that has not been completed are deemed to have been met at 100% of target.

In the event of an occurrence constituting Good Reason which is not remedied by the Company within 30 days of notice by Mr. Natale, and no later than 60 days following such date, Mr. Natale may terminate his employment and receive the benefits outlined above as if it was a termination of employment without cause. “Good Reason” includes any material diminishment of

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 55

Mr. Natale’s authority or responsibility as President and CEO; a unilateral change in his reporting responsibilities; or a material reduction in compensation, pension plan or benefits.

³	In the event of resignation, Mr. Natale must provide the Board with six months written notice. Mr. Natale will be entitled to redeem any PRSUs, stock options and DSUs that vest prior to the effective date of resignation.

⁴	Mr. Natale was not eligible for retirement on December 31, 2017.

⁵

Termination with cause includes (i) theft, fraud or embezzlement from the Company or any other material act of dishonesty relating to Mr. Natale’s employment; (ii) willful misconduct in the course of fulfilling his duties which is materially injurious to the Company; (iii) willful, deliberate and continuous failure on his part to perform his 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.

Anthony Staffieri

Mr. Staffieri commenced employment with Rogers on November 29, 2011 and was appointed Chief Financial Officer (CFO) on April 24, 2012. Per the terms of his employment agreement, Mr. Staffieri would be entitled to the arrangements below following the termination of his employment as at December 31, 2017:

Severance

($)

Stock

Options

($)

Share-based

Awards

($)

Pension

($)

Total

($)

Termination Without Cause¹

3,072,900

1,559,647

3,878,953

486,000

8,997,500

Resignation^2,3

–

Retirement⁴

–

Termination With Cause⁵

–

Change of Control

–

In the event of termination without cause on December 31, 2017, Mr. Staffieri would be entitled to receive a lump sum payment equal to 24 months of base salary, bonus at target and executive allowance, as well as benefits continuance. All stock options and PRSUs held by Mr. Staffieri will continue to vest to the earlier of 24 months or the date he commences alternative full-time employment with a named competitor. Stock options must be exercised within 30 days of the expiry of this period. Mr. Staffieri’s 2015 Bonus DSUs will be available for redemption upon termination until December 15, 2018. Consistent with the treatment for other NEOs, all performance targets related to stock options are deemed to have been met at 100% of target, and all performance targets related to PRSUs and PRSU DSUs for any annual or three-year performance period that has not been completed are deemed to have been met at 100% of target.

In the event of an occurrence constituting Good Reason which is not remedied by the Company within 30 days of notice by Mr. Staffieri, and no later than 60 days following such date, Mr. Staffieri may terminate his employment and receive the benefits outlined above as if it was a termination of employment without cause. “Good Reason” includes any material diminishment of Mr. Staffieri’s authority or responsibility as CFO; a unilateral change in his reporting responsibilities; or a material reduction in compensation, pension plan, or benefits.

³	In the event of resignation, Mr. Staffieri must provide the President and CEO with six months prior written notice. Mr. Staffieri will be entitled to redeem any P/RSUs, stock options and DSUs that vest prior to the effective date of resignation.

⁴	Mr. Staffieri was not eligible for retirement on December 31, 2017.

⁵

Termination with cause includes (i) theft, fraud or embezzlement from the Company or any other material act of dishonesty relating to Mr. Staffieri’s employment; (ii) willful misconduct in the course of fulfilling his duties which is materially injurious to the Company; (iii) willful, deliberate and continuous failure on his part to perform his 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.

56 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

Rick Brace

Mr. Brace commenced employment as President, Media on August 10, 2015. Per the terms of his employment agreement, Mr. Brace would be entitled to the arrangements below following the termination of his employment as at December 31, 2017:

Severance

($)

Stock

Options

($)

Share-based

Awards

($)

Pension

($)

Total

($)

Termination Without Cause¹

2,656,900

1,285,436

4,527,466

1,318,000

9,787,802

Resignation²

–

Retirement³

–

Termination With Cause

–

Change of Control

–

In the event of termination without cause on December 31, 2017, Mr. Brace would be entitled to receive payments equal to 24 months of base salary, bonus at target, and executive allowance, as well as benefits continuance. All stock options and PRSUs held by Mr. Brace will continue to vest to the earlier of 24 months or the date he commences alternative full-time employment with a named competitor. Stock options must be exercised within 30 days of the expiry of this period. Consistent with the treatment for other NEOs, all performance targets related to PRSUs for any annual or three-year performance period that have not been completed are deemed to have been met at 100% of target.

²	In the event of resignation, Mr. Brace must provide the President and CEO with six months’ prior written notice. Mr. Brace will be entitled to redeem any PRSUs and stock options that vest prior to the effective date of resignation.

³	Mr. Brace was eligible for retirement on December 31, 2017 from the DB Plan and was not vested in the DB SERP.

Jim Reid

Mr. Reid commenced employment as Chief Human Resources Officer on August 8, 2011. Per the terms of his employment agreement, Mr. Reid would be entitled to the arrangements below following the termination of his employment as at December 31, 2017:

Severance

($)

Stock

Options

($)

Share-based

Awards

($)

Pension

($)

Total

($)

Termination Without Cause¹

1,921,600

859,147

1,133,018

471,000

4,384,765

Resignation²

–

Retirement³

–

Termination With Cause

–

Change of Control

–

In the event of termination without cause on December 31, 2017, Mr. Reid would be entitled to receive payments equal to 24 months of base salary, bonus at target and executive allowance, as well as benefits continuance. All stock options and PRSUs held by Mr. Reid will continue to vest to the earlier of 24 months or the date he commences alternative full-time employment with a named competitor. Stock options must be exercised within 30 days of the expiry of this period. Mr. Reid’s 2015 Bonus DSUs will be available for redemption upon termination until December 15, 2018. Consistent with the treatment for other NEOs, all performance targets related to PRSUs and PRSU DSUs for any annual or three-year performance period that has not been completed are deemed to have been met at 100% of target.

²	In the event of resignation, Mr. Reid must provide the President and CEO with six months’ prior written notice. Mr. Reid will be entitled to redeem any PRSUs, stock options, and DSUs that vest prior to the effective date of resignation.

³	Mr. Reid was eligible for early retirement on December 31, 2017.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 57

David Miller

Mr. Miller commenced employment in 1987 and was appointed Chief Legal Officer on May 24, 2014. His role was expanded and he was appointed Chief Legal and Corporate Affairs Officer and Secretary on April 19, 2017. Per the terms of his employment agreement, Mr. Miller would be entitled to the arrangements below following the termination of his employment as at December 31, 2017:

Severance

($)

Stock

Options

($)

Share-based

Awards

($)

Pension

($)

Total

($)

Termination Without Cause¹

2,013,100

946,114

2,637,604

–

5,596,818

Resignation²

–

Retirement³

–

Termination With Cause

–

Change of Control

–

In the event of termination without cause on December 31, 2017, Mr. Miller would be entitled to receive payments equal to 24 months of base salary, bonus at target and executive allowance, as well as benefits continuance. All stock options and PRSUs held by Mr. Miller will continue to vest to the earlier of 24 months or the date he commences alternative full-time employment with a named competitor. Stock options must be exercised within 30 days of the expiry of this period. Mr. Miller’s 2015 Bonus DSUs will be available for redemption upon termination until December 15, 2018. Consistent with the treatment for other NEOs, all performance targets related to PRSUs and PRSU DSUs for any annual or three-year performance period that has not been completed are deemed to have been met at 100% of target.

²	In the event of resignation, Mr. Miller must provide the President and CEO with six months’ prior written notice. Mr. Miller will be entitled to redeem any PRSUs, stock options and DSUs that vest prior to the effective date of resignation.

³	Mr. Miller was eligible for an immediate unreduced pension on December 31, 2017. The foregone pension payments exceed the value of any severance pension accruals.

58 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

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 2016, the Corporate Governance Committee conducted an internal assessment of the directors’ compensation program, which had been in effect since April 2011. This assessment compared the compensation of the members of the Board against prevailing market conditions and included feedback from Willis Towers Watson. The compensation program as described below was approved by the Corporate Governance Committee and came into effect in the fourth quarter of 2016.

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, our director compensation program has five components:

•

an annual cash retainer;

•

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

•

attendance fees for each board and committee meeting the director attends;

•

travel fees, where applicable, to cover the time that was required to travel to attend board and committee meetings; and

•

an annual grant of equity through the issuance of DSUs and/or through the purchase of Class B Non-Voting Shares.

Directors may choose to receive their retainer and/or fees in DSUs or through the purchase of Class B Non-Voting Shares.

RETAINERS AND FEES

During the year ended December 31, 2017, non-employee members of the Board received director retainers and fees in accordance with the following standard arrangements:


Type of Retainer or Fee	Amount ($)
Board Annual Retainer	80,000
Lead Director Annual Retainer	40,000
Audit and Risk Committee Chair Annual Retainer	30,000
Human Resources Committee Chair Annual Retainer	20,000
Other Committee Chair Annual Retainer	15,000
Committee Member Annual Retainer	5,000
Board or Committee Meeting Fee¹ (other than Audit and Risk Committee)	1,500 1,750 2,000	or (travel 100 to 1,000 km) or (travel over 1,000 km)
Audit and Risk Committee Meeting Fee	2,000 2,250 2,500	or (travel 100 to 1,000 km) or (travel over 1,000 km)
Audit and Risk Committee and Human Resources Committee Chairs Meeting Fee	3,000
Other Committee Chairs Meeting Fee	2,000

¹	Directors are entitled to a fee of $500 for attendance by telephone conference call if less than one hour, subject to the discretion of the Chair to determine that the full Meeting Fee will be paid.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 59

The table below shows the retainers and fees that we paid to the non-employee directors for meetings held during the year ended December 31, 2017.


Name¹	Retainer				Attendance fees
Name¹	Board² ($)		Committee Chair/Committee ($)		Board ($)		Committee meetings ($)		Travel fee ($)		Total fees paid ($)
C.W.D. Birchall³		26,667		5,000		7,000		10,500		–		49,167
B.R. Brooks		160,000		5,000		11,500		7,500		–		184,000
R.K. Burgess		160,000		5,000		9,500		12,500		2,500		189,500
J.H. Clappison⁴		160,000		40,000		11,500		36,000		–		247,500
R. Dépatie		136,444		3,528		6,000		4,500		1,000		151,472
R.J. Gemmell		136,444		3,528		6,000		8,000		–		153,972
J. A. MacDonald		160,000		15,000		10,000		27,500		–		212,500
I. Marcoux		160,000		25,000		11,500		22,000		1,250		219,750
D.R. Peterson		160,000		10,000		11,500		8,000		–		189,500
E.S. Rogers⁵		800,000		–		–		–		–		800,000
L.A. Rogers		160,000		–		11,500		–		–		171,500
M.L. Rogers		160,000		–		11,500		–		–		171,500
M.M. Rogers		160,000		15,000		11,500		11,000		750		198,250
C. Sirois		240,000		25,000		11,500		12,000		1,000		289,500
Total		2,779,555		152,056		130,500		159,500		6,500		3,228,111

¹	Mr. Horn served as Interim President and Chief Executive Officer until April 19, 2017. Compensation disclosure for Mr. Horn and Mr. Natale, each of whom was a NEO in 2017, can be found in the “Summary Compensation Table” in the Executive Compensation section.

²	The amount disclosed in respect of the Board Retainer includes the value of the DSUs granted to directors in 2017. See “Directors’ Deferred Share Unit Plan and Share Purchase Plan”.

³	Mr. Birchall did not stand for re-election at the April 19, 2017 Annual General Meeting of Shareholders.

⁴	The amount disclosed under “Total fees paid” for Mr. Clappison does not include $72,000 in respect of his service on the board of Rogers Bank.

⁵	As our Deputy Chair during 2017, Mr. Rogers was paid an annual retainer of $800,000 ($400,000 cash and $400,000 equity) in lieu of all other retainers and attendance fees in respect of all Board and Committees on which he served as a representative of RCI.

In addition to the fees above, we 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 shares. Each non-employee director is required to own six times his or her annual cash retainer in any combination of Class A Shares, Class B Non-Voting Shares, and DSUs during his or her term of service as director of the Company. Directors have five years from the date of initial appointment to the Board to attain the required ownership level. See “The Proposed Nominees” above for information on each director’s current share ownership.

60 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

DIRECTORS’ DEFERRED SHARE UNIT PLAN AND SHARE PURCHASE PLAN

We introduced the directors’ DSU Plan effective January 1, 2000 to encourage directors to align their interests with shareholders. In 2017, the DSU Plan was amended and restated to allow non-employee directors to choose to receive any or all of their fees and retainers in DSUs or through a purchase of Class B Non-Voting Shares.

Each DSU has a value equal to the market price of a Class B Non-Voting Share at the end of the relevant fiscal quarter. A director’s DSUs may be redeemed only when the director ceases to be a director. At the time of redemption, the director is entitled to receive a lump-sum cash payment equal to the number of DSUs credited to the director’s account multiplied by the market price of the Class B Non-Voting Shares. DSUs accrue dividends in the form of additional DSUs at the same rate as dividends on Class B Non-Voting Shares.

In 2017, each director that is not an employee (other than the Lead Director and the Chair) received a grant of DSUs worth $80,000. The number of DSUs is based on the share price at the time of the grant. The Lead Director received DSUs worth $120,000. The Chair received 4,000 DSUs. The market price of the Class B Non-Voting Shares for calculating DSUs granted and credited as dividends, and the redemption price, is the weighted average trading price of the Class B Non-Voting Shares on the TSX for the five trading days before the relevant date.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 61

DIRECTOR SUMMARY COMPENSATION TABLE

The following table shows the compensation received by each director for the year ended December 31, 2017. Directors who are also employees of the Company or its subsidiaries receive no remuneration as directors while they hold both roles.

Name¹

Year

Fees

Earned

Paid In Cash

($)

Fees

Earned

Used For

Share Purchase²

($)

Share-Based

Awards³

($)

All Other

Compensation

($)

Total

($)

C.W.D. Birchall⁴

2017

2016

2015

–

N/A

49,167

183,000

172,000

–

49,167

183,000

172,000

B.R. Brooks

2017

2016

2015

–

132,000

14,625

N/A

52,000

153,375

132,833

–

184,000

168,000

132,833

R. K. Burgess

2017

2016

2015

–

N/A

80,000

–

N/A

109,500

146,833

N/A

–

N/A

189,500

146,833

N/A

J.H. Clappison⁵

2017

2016

2015

125,625

103,325

89,250

121,875

11,750

N/A

–

109,175

118,250

–

247,500

224,250

207,500

R. Dépatie

2017

2016

2015

71,472

N/A

80,000

N/A

–

N/A

–

N/A

151,472

N/A

R.J. Gemmell

2017

2016

2015

–

N/A

43,722

N/A

110,250

N/A

–

N/A

153,972

N/A

A.D. Horn

2017

2016

2015

N/A

250,000

⁶

N/A

⁶

N/A

172,000

⁶

N/A

93,716

⁶

N/A

515,716

⁶

P. Lind⁷

2017

2016

2015

–

N/A

–

728,765

752,551

934,936

728,765

752,551

934,936

J.A. MacDonald

2017

2016

2015

64,925

53,165

46,305

147,575

19,253

N/A

–

116,082

128,195

–

212,500

188,500

174,500

I. Marcoux

2017

2016

2015

–

42,000

56,625

–

N/A

219,750

161,250

136,625

–

219,750

203,250

193,250

D.R. Peterson

2017

2016

2015

–

N/A

189,500

168,250

160,500

–

189,500

168,250

160,500

E.S. Rogers⁸

2017

2016

2015

400,000

33,167

–

400,000

38,750

N/A

–

1,012,566

469,076

1,800

988,975

1,491,002

801,800

2,073,458

1,960,078

L.A. Rogers

2017

2016

2015

–

171,500

25,000

N/A

–

134,250

154,000

–

171,500

159,250

154,000

M.L. Rogers

2017

2016

2015

–

171,500

25,000

N/A

–

134,250

154,000

–

171,500

159,250

154,000

M.M. Rogers⁸

2017

2016

2015

–

23,167

–

198,250

32,250

N/A

–

478,309

300,424

11,454

538,317

857,688

209,704

1,072,043

1,158,112

C. Sirois

2017

2016

2015

–

120,000

–

N/A

169,500

266,250

254,250

–

289,500

266,250

254,250

¹	Compensation disclosure for Mr. Natale, who was a NEO in 2017, is discussed in the “Summary Compensation Table” in the Executive Compensation section.

²	These amounts represent Class B Non-Voting Shares purchased under the Share Purchase Plan. Refer to “Directors’ Deferred Share Unit Plan and Share Purchase Plan” for further details.

³	These amounts represent DSUs that were elected to be received under the Directors’ Deferred Share Unit Plan. Refer to “Directors’ Deferred Share Unit Plan and Share Purchase Plan” for further details.

⁴	Mr. Birchall did not stand for re-election at the April 19, 2017 Annual General Meeting of Shareholders.

⁵	The amount disclosed in “Fees Earned” for Mr. Clappison does not include $72,000 in respect of his service on the board of Rogers Bank.

⁶	Compensation disclosure for 2016 and 2017 for Mr. Horn, who was a NEO in each of 2016 and 2017, is discussed in the “Summary Compensation Table” in the Executive Compensation section.

⁷

The amount disclosed in “All Other Compensation” for Mr. Lind includes a combination of a retainer amount, discretionary performance-based bonus as part of his retainer arrangement, and car benefit. In 2016 and 2015, the amount disclosed includes retainer amounts, discretionary performance-based bonus as part of his retainer arrangement, supplemental pension, and car benefit.

⁸

The amounts disclosed in “All Other Compensation” in 2017 for Mr. E.S. Rogers is for parking fees and for Ms. M.M. Rogers is for parking fees and benefits. In 2016 and 2015, as Mr. E.S. Rogers and Ms. M.M. Rogers were employees for all or a portion of the year, these amounts include a combination of base salary, annual incentives, long-term incentives, change in the compensatory value of their pension, service recognition awards, executive allowance, parking fees, car allowance, insurance premiums, and the Company’s contributions to the ESAP.

62 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

OUTSTANDING SHARE-BASED AND OPTION-BASED AWARDS

The following table provides information with respect to outstanding stock options, RSUs, and DSUs held by the directors as at December 31, 2017. See “Senior Executive Incentive and Ownership Program” for additional information.

Option Awards¹

Share Awards

Name^2,3

Number of
securities
underlying
unexercised
options

(#)

Option
exercise
price

($)

Option
expiration
date
(mm/dd/yyyy)

Value of
unexercised
in-the-money
options

($)

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
distributed⁴

($)

C.W.D. Birchall⁵

–

⁶

B.R. Brooks

–

470,183

R.K. Burgess

–

305,393

J.H. Clappison

–

2,194,620

R.J. Gemmell

–

113,441

P. Lind

11,162

37.9603

03/01/2019

17,385

48.5634

03/01/2023

17,287

42.8524

03/03/2024

926,891

–

J.A. MacDonald

–

997,923

I. Marcoux

–

2,331,262

D.R. Peterson

–

6,692,557

E.S. Rogers

33,400

34.3187

03/01/2018

42,100

37.9603

03/01/2019

21,870

48.5634

03/01/2023

21,750

42.8524

03/03/2024

26,940

44.9737

03/02/2025

48,260

49.9539

03/01/2026

4,085,335

33,061

2,117,560

–

L.A. Rogers

–

5,598,744

M.L. Rogers

–

2,238,296

M.M. Rogers⁷

5,462

37.9603

03/01/2019

10,327

48.5634

03/01/2023

10,275

42.8524

03/03/2024

17,240

44.9737

03/02/2025

22,790

49.9539

03/01/2026

1,170,363

17,558

1,124,598

300,971

C. Sirois

–

1,903,545

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

²	Compensation disclosure for Mr. Horn and Mr. Natale, each of whom was a NEO in 2017, can be found under the “Incentive Plan Awards” and in the “Summary Compensation Table” in the Executive Compensation section.

³	Mr. Dépatie did not elect to take any of his compensation in DSUs.

⁴	The market value is based on the closing price for Class B Non-Voting Shares on the TSX on December 29, 2017, which was $64.05.

⁵	Mr. Birchall did not stand for re-election at the April 19, 2017 Annual General Meeting of Shareholders.

⁶	Mr. Birchall redeemed his DSUs on November 2, 2017. For information regarding the DSUs awarded to Mr. Birchall in 2017, see “Director Summary Compensation Table”.

⁷	The value of awards not paid or distributed for Ms. M.M. Rogers represents the aggregate value of cash bonuses she voluntarily elected to defer into DSUs and the dividend equivalent units earned as additional DSUs.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 63

Name¹

Option Awards –

Value Vested

During the Year²

($)

Share Awards –

Value Vested

During the Year³

($)

Non-Equity

Incentive Plan

Compensation –

Value Earned

During the Year($)

C.W.D. Birchall⁴

–

49,167

–

B.R. Brooks

–

52,000

–

R. K. Burgess

–

109,500

–

R. Dépatie

–

R.J. Gemmell

–

110,250

–

J.H. Clappison

–

P. Lind

155,375

613,887

–

J.A. MacDonald

–

I. Marcoux

–

219,750

–

D.R. Peterson

–

189,500

–

E.S. Rogers

291,041

579,571

–

L.A. Rogers

–

M.L. Rogers

–

M.M. Rogers

172,903

364,955

–

C. Sirois

–

169,500

–

¹	Compensation disclosure for Mr. Horn and Mr. Natale, each of whom was a NEO in 2017, can be found under the “Incentive Plan Awards” and in “Summary Compensation Table” in the Executive Compensation section.

²	Prior to 2006, directors were entitled to receive stock options and tandem share appreciation rights. Effective July 1, 2006, directors no longer receive stock options. The terms of these options are described under “Stock Option Plans” in the Executive Compensation section.

These amounts are not payable to the director until termination of the director’s service. For additional details, see “Directors’ Deferred Share Unit Plan and Share Purchase Plan”. Amounts for Mr. E.S. Rogers, Ms. M.M. Rogers, and Mr. Lind include awards previously granted with respect to their management roles.

⁴	Mr. Birchall did not stand for re-election at the April 19, 2017 Annual General Meeting of Shareholders.

64 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

Securities Authorized for Issuance Under

Equity Compensation Plans

The following table shows details of the equity compensation plans as at December 31, 2017.


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		2,637,890		49.42		22,160,530
RSUs		1,811,845		–		2,188,155
TOTAL		4,449,735				24,348,685

The following information is provided as at December 31, 2017:


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
Restricted Share Unit Plan		4,000,000		0.76	%
2000 Stock Option Plan		30,000,000		5.72	%
1996 Stock Option Plan		26,000,000		4.95	%
1994 Stock Option Plan		9,500,000		1.81	%

As at December 31, 2017, the total number of Class B Non-Voting Shares to be issued upon the exercise of outstanding stock options and RSUs is 4,449,735, representing 0.85% of the aggregate Class A Shares and Class B Non-Voting Shares outstanding. The aggregate number of Class B Non-Voting Shares issued to date under the Stock Option Plans is 43,339,470. The aggregate number of Class B Non-Voting Shares remaining available for future issuance under the Stock Option Plans and the RSU Plan is 24,348,685.

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 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;

•

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 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 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

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 65

•

the number of Class B Non-Voting Shares issued under the Stock Option Plans, the 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 has the authority to waive or vary the provisions regarding exercise of options 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 are calculated based on the weighted average of the aggregate Class A Shares and Class B Non-Voting Shares outstanding during the applicable year.


Plan	2015		2016		2017
Stock Options		0.3%		0.2%		0.2%
Restricted Share Units		0.1%		0.1%		0.1%
Deferred Share Units		0.2%		0.2%		0.1%

Indebtedness of Directors and Executive Officers

The following table shows the aggregate indebtedness of directors, executive officers, and employees (current and former) outstanding as at February 28, 2018 to the Company and its subsidiaries.


Purpose	To the Company or its subsidiaries ($)		To Another Entity ($)
Share Purchases		Nil		Nil
Other		$122,500		Nil

66 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

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 of 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 (the NYSE)

We have shares listed on the NYSE

The 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 this requirement. 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.

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 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 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.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 67

Shareholder Approval of Equity Compensation Plans

The NYSE listing standards also require shareholder approval of all equity compensation plans and material revisions to such plans. 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

Following the appointment of Joe Natale on April 19, 2017, the Board currently has 16 members. Since Charles Sirois is not seeking re-election to the Board, there will be 15 members if all of the proposed nominees are elected as directors. The Board is responsible for determining whether a director is “independent” within the meaning of NI 58-101.

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 or not 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 in the Corporate Governance section of the Company’s website at investors.rogers.com/corporate-governance.

It is the policy of the Board that there is a separation of the offices of the Chair of the Board and the CEO. The 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.

Alan D. Horn, former Chair, and Edward S. Rogers, current Chair, are not independent directors. Pursuant to the Board Mandate, the Board has appointed Charles Sirois, an independent director, as Lead Director. As Mr. Sirois is not seeking re-election to the Board, a new Lead Director will be appointed following the meeting. The independent directors have proposed John H. Clappison be appointed as the new 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 role and responsibilities of the Lead Director, see “Role and Responsibilities of the Chair” 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
Bonnie R. Brooks, C.M.	✓
Robert K. Burgess	✓
John H. Clappison	✓
Robert Dépatie	✓
Robert J. Gemmell	✓
Alan D. Horn		✓	Executive officer of the controlling shareholder

68 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR


Director	Independent	Non-independent	Reason for non-independence
Philip B. Lind, C.M.		✓	Executive officer of the Company in the last three years
John A. MacDonald	✓
Isabelle Marcoux	✓
Joe Natale		✓	Executive officer of the Company
The Hon. David R. Peterson, P.C., Q.C.	✓
Edward S. Rogers (Chair)		✓	Executive officer of the controlling shareholder
Loretta A. Rogers		✓	Related to a Non-Independent Director of the Company
Martha L. Rogers		✓	Related to a Non-Independent Director of the Company
Melinda M. Rogers		✓	Related to a Non-Independent Director of the Company
Charles Sirois, C.M.	✓

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 also reviews the effectiveness of the Board on an annual basis.

The Board has seven 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 seven permanent committees of the Board are attached to this circular as Appendix C.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 69

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

Director

Audit
and Risk

Corporate

Governance

Nominating

Human
Resources

Executive

Finance

Pension

Bonnie R. Brooks, C.M.

✓

Robert K. Burgess

✓

John H. Clappison

⬛

✓

Robert Dépatie

✓

Robert J. Gemmell

✓

Alan D. Horn

✓

⬛

Philip B. Lind, C.M.

John A. MacDonald

✓

Isabelle Marcoux

✓

⬛

Joe Natale

The Hon. David R. Peterson, P.C., Q.C.

✓

Edward S. Rogers

⬛

Loretta A. Rogers

Martha L. Rogers

Melinda M. Rogers

✓

Charles Sirois, C.M.

⬛

✓

⬛ Chair

✓ Member

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

During 2017, the independent directors met at in camera sessions during every Board meeting without management or non-independent directors. In camera sessions for the independent directors are included as part of the agenda for director meetings in 2018.

70 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

The following table shows the number of meetings of the Board and its committees and the attendance rate of each director in 2017 for the period of time that each such director was on the Board or applicable committee.

Director

Board¹

Audit
and Risk

Corporate

Governance

Nominating

Human
Resources

Finance

Pension

Total
Attendance

C. William D. Birchall²

5/5

2/2

100

Bonnie R. Brooks, C.M.

8/8

5/5

100

Robert K. Burgess

6/8

John H. Clappison

8/8

6/6

3/3

100

Robert Dépatie³

4/4

3/3

100

Robert J. Gemmell⁴

4/4

100

Alan D. Horn

8/8

2/2

3/3

100

Philip B. Lind, C.M.

8/8

100

John A. MacDonald

7/8

8/8

3/3

5/5

Isabelle Marcoux

8/8

6/6

5/5

100

Joe Natale

4/4

100

The Hon. David R.
Peterson, P.C., Q.C.

8/8

3/3

100

Edward S. Rogers

8/8

3/3

2/2

100

Loretta A. Rogers

8/8

100

Martha L. Rogers

8/8

100

Melinda M. Rogers

8/8

3/3

2/2

3/3

100

Charles Sirois, C.M.

8/8

6/6

2/2

100

¹	No Executive Committee meetings were required in 2017.

²	Mr. Birchall did not stand for re-election at the April 19, 2017 Annual General Meeting of Shareholders.

³	Mr. Dépatie was elected at the April 19, 2017 Annual General Meeting of Shareholders.

⁴	Mr. Gemmell was elected at the April 19, 2017 Annual General Meeting of Shareholders.

CODE OF ETHICS AND BUSINESS CONDUCT

The Board has adopted both (i) the Directors Code of Conduct and Ethics, and (ii) the Business Conduct Policy for Directors, Officers and Employees, which 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 any Code violation. Any waiver of a Code provision may only be made by either the Board or by the applicable committee and reported to the Board.

Processes are in place to ensure compliance with the Codes by the Board, the CEO, 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.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 71

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 new directors 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.

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.

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.

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 five members, a majority 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 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 five female directors and, if the proposed nominee directors for this year are elected, women will represent 33.3% of the Board.

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, as well as the Board composition generally, to determine if the appropriate balance is being achieved.

72 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

The Corporate Governance Committee uses discussions between the Chair of the Committee and Board members and annual written 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.

GENDER DIVERSITY IN EXECUTIVE OFFICER POSITIONS

In its consideration of potential candidates for executive officer positions, management takes into account gender diversity, recognizing the benefits of having a management team representing different perspectives. Management has not set measurable objectives or targets for ensuring women are represented at the executive officer level as the Company is committed to an inclusive and diverse workplace, including advancing women to executive officer positions. The Company has a Diversity Management Policy which establishes its position on diversity, which ensures meritocracy, equal opportunity, and respect for the diversity of all employees. In October 2014, the Board approved a People Plan in which a commitment was made to execute an Inclusion and Diversity Plan (I&D Plan), which includes the formation of a Women in Leadership diversity team responsible for promoting the advancement and engagement of women. The I&D Plan is a multi-year plan which supports the Diversity Management Policy and promotes diversity, including the advancement of women. The Company currently has one woman in an executive officer position, which represents 11% of the executive officer positions. As at December 31, 2017, 37% of the existing positions at the Vice-President level (including EVP, SVP, and VP) and 37% of the existing positions from manager to director were held by women. The I&D Plan will be used to determine and monitor goals at the executive and other management levels, reflecting the Company’s commitment to fostering an inclusive environment where all employees can reach their full potential. Rogers’ commitment to inclusion and diversity, including the I&D Plan, is also being recognized externally, as Rogers was once again recognized as one of Canada’s Best Diversity Employers in 2018.

RISK MANAGEMENT OVERSIGHT

For a description of risk management oversight, please see “Risk Management” on page 72 of our 2017 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 8, 2018, which is available on SEDAR at sedar.com or on EDGAR at sec.gov.

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 73

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

Submitted on behalf of the Corporate Governance Committee

LOGO

Charles Sirois

Chair, Corporate Governance Committee

74 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

REPORT OF THE AUDIT AND RISK COMMITTEE

We are pleased to provide this overview of the work of the Audit and Risk Committee during 2017.

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

A Mandate Work Plan was used to ensure that the Audit and Risk Committee received adequate reports and information at each of its meetings to fulfill its responsibilities. At each meeting, there was an educational presentation 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.

2017 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 2017:

•

received a regular quarterly business update from the CEO and the CFO in an in camera session;

•

received various educational presentations to continue learning about the business and monitor financial risks including: the Company’s network and information technology disaster recovery program, project and risk management updates pertaining to the Company’s Ignite IPTV product development, supplier and contract management, Treasury group structure and activities, updates on certain business IT programs, taxation planning, accounting policies, proposed changes under IFRS and the potential impacts to the Company, and the Enterprise business;

•

reviewed the Company’s Enterprise Risk Management analysis and program for the mitigation of key risks to the Company;

•

monitored risk management activities on a quarterly basis;

•

obtained regular updates on information and cyber security risks;

•

reviewed and approved the internal audit charter and the internal audit plan for 2018;

•

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;

•

obtained regular updates and considered accounting alternatives arising from the implementation activities supporting the adoption of IFRS 15, Revenue from Contracts with Customers;

•

received regular quarterly updates from investor relations to understand the markets, investor profiles and performance of Rogers stock;

•

performed a formal review of the qualifications, expertise, resources, and the overall performance of the external auditors by: (1) conducting a survey of each Committee member and of key finance management personnel and (2) participating in the Canadian Public Accountability Board’s AQI Pilot Project by developing audit quality indicators (AQIs) with the involvement of management and the external auditors and assessing the performance of the external auditors therewith;

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 75

•

reviewed the corporate insurance program;

•

monitored the activities and status of the implementation of a new HR and payroll system;

•

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

•

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 Corporate Governance section of our website at investors.rogers.com/corporate-governance.

APPOINTMENT OF AUDITORS:

KPMG LLP was re-appointed at our Annual General Meeting of Shareholders of the Company on April 19, 2017.

At the 2018 Annual General Meeting of Shareholders, the shareholders are being asked to reappoint KPMG LLP as the Company’s independent registered public accounting firm for 2018. The Audit and Risk Committee has recommended to the Board that KPMG LLP be reappointed. Representatives of KPMG LLP are expected to be present at the meeting, 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 which 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 21 of this circular.

Submitted on behalf of the Audit and Risk Committee

LOGO

John H. Clappison

Chair, Audit and Risk Committee

76 ROGERS COMMUNICATIONS INC. 2018 MANAGEMENT INFORMATION CIRCULAR

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, 2017.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

None of our directors or executive officers, nor any person who has had such a position since January 1, 2017, 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, 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 2017 audited financial statements and 2017 MD&A for financial and other information about Rogers. Additional information is available on SEDAR at sedar.com, on EDGAR at sec.gov, or at investors.rogers.com. 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:

Senior Vice President, Investor Relations

Rogers Communications Inc.

333 Bloor Street East, 10^th Floor

Toronto, Ontario, M4W 1G9, Canada

1.844.801.4792

investor.relations@rci.rogers.com

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

LOGO

David P. Miller

Secretary

March 8, 2018

Toronto, Ontario, Canada

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 77

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.

Bonnie R. Brooks, C.M.

Robert K. Burgess

John H. Clappison

Robert Dépatie

Robert J. Gemmell

John A. MacDonald

Isabelle Marcoux

The Hon. David R. Peterson, P.C., Q.C.

During his time on the Board in 2017, C. William D. Birchall was considered independent. During 2017 and 2018, Charles Sirois has been considered independent.

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.

A majority of the Board is independent.

If a director is presently a director of any other issuer that is a reporting issuer 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”.

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Instrument Requirements

Comments

Disclose whether or not the independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in 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 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.

Please refer to “Board Composition” under “Statement of Corporate Governance Practices”.

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” and “Statement of Corporate Governance Practices”.

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 (the Board Mandate is attached to this circular as Appendix B).

Among other responsibilities, the Board is responsible for approving the Company’s goals, objectives, and strategies. The Board has in place a strategic planning process and reviews and approves, 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 implementation of appropriate risk assessment systems to identify and manage principal risks of the Company’s business.

Position Descriptions

Disclose whether or not the Board has developed written position descriptions for the chair and the chair of each board committee.

The Board Mandate states the Chair’s main responsibility is overseeing, managing, and assisting the Board in fulfilling its duties and responsibilities in an effective manner independently of management. In fulfilling his or her duties, the Chair will work closely with the Deputy Chair and the Lead Independent Director who will either directly or indirectly assist in ensuring that the roles and responsibilities of the Board are satisfactorily addressed. For that purpose,

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Instrument Requirements		Comments
		the duties of the Chair of the Board include, among other things:
		• 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 ensuring that clarity regarding decisions is reached and duly recorded; • prepare the agenda for each Board meeting with the participation of management and input of the Deputy Chair;
		• monitor the work of the committees of the Board and in that connection the 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 Chair is not independent, he or she must be absent for meetings and portions thereof where all Committee members are required to be independent;
		• ensure that the Board and its committees have the necessary resources to support their work, 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; • ensure newly appointed directors 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;

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Instrument Requirements		Comments
		• provide arrangements for members of the Board to communicate with the Chair formally and informally concerning matters of interest to Board members; • provide leadership to ensure that the Board works as a cohesive team; and • ensure that appropriate processes are in place for evaluation by the board of the Chief Executive Officer. The chairs of each Board committee are responsible to organize the affairs of such committee, chair its meetings, provide guidance to the members of such committee, retain outside experts as may be required, and report 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 office of CEO. The Human Resources Committee will review and approve the CEO’s written objectives for the current year.
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: (i) disclose how a person or company may obtain a copy of the code; (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		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). 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. (i) We have publicly filed the Codes on SEDAR and they may also be obtained from our website where they have been posted under “Governance Materials” in

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Instrument Requirements

Comments

(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.

the “Corporate Governance” section at investors.rogers.com/corporate-governance.

(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 any Code violation. Any waiver of a Code provision may be made only by the Board or by the applicable committee and reported to the Board.

(iii) Not applicable.

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, the Company expects 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, 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.

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Instrument Requirements		Comments
		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”.
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 five members, a majority of whom are independent. The Control Trust Chair of the Rogers Control Trust (see “Outstanding Shares and Main Shareholders” under “Voting Information”) is obligated to use reasonable efforts to procure the appointment of the Control Trust Chair and the Control Trust Vice-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 comprised entirely of independent directors as two members, Edward S. Rogers and Melinda M. Rogers, are 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 and Melinda M. Rogers to be members of the Nominating Committee, with the remainder of the members of the Nominating Committee being independent directors. The Board believes that the presence of a majority 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.

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Instrument Requirements

Comments

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” under “Executive Compensation”.

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.

The Human Resources Committee and the Board are responsible for CEO succession planning and for satisfying themselves that succession planning is in place for all other key executive roles. This includes identifying potential succession candidates for key positions, fostering leadership development and management depth, and reviewing progress on leadership development plans.

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 seven permanent standing committees of the Board. Also refer to Appendix C for the full mandates of all seven 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.

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Instrument Requirements

Comments

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:

(i) a short summary of its objectives and key provisions,

(ii) the measures taken to ensure that the policy has been implemented effectively,

Please refer to “Director Nomination and Board Assessment, Gender Diversity, and Term Limits” under “Statement of Corporate Governance Practices”.

(iii) annual and cumulative progress by the issuer on achieving the objectives of the policy, and

(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”.

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Instrument Requirements

Comments

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 “Gender Diversity in Executive Officer Positions” under “Statement of Corporate Governance Practices”.

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 target(s) regarding women on the issuer’s board. If the issuer has not adopted such target(s), disclose why it has not.

Disclose whether the issuer has adopted target(s) regarding women in executive officer positions of the issuer. If the issuer has not adopted such target(s), disclose why it has not.

If the issuer has adopted target(s) referred to in either Item (b) or (c), disclose the annual and cumulative progress of the issuer in achieving its target(s).

Please refer to “Director Nomination and Board Assessment, Gender Diversity, and Term Limits” and “Gender Diversity in Executive Officer Positions” under “Statement of Corporate Governance Practices”.

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.

Disclose the number and proportion (in percentage terms) of executive officers of the issuer, including all subsidiary entities of the issuer, who are women.

Please refer to “Director Nomination and Board Assessment, Gender Diversity, and Term Limits” under “Statement of Corporate Governance Practices”.

Please refer to “Gender Diversity in Executive Officer Positions” under “Statement of Corporate Governance Practices”.

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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

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 judgement. 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 judgement 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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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 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. Board members may propose agenda items though communication with the Chair. The 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 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 members through communication with the Chair.

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

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;

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•

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

•

approving and updating 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 of the Company) in the ordinary course of business of more than $200 million in the aggregate by one or a series of transactions or outside of the ordinary course of business of more than $50 million in the aggregate by one or a series of transactions, including without limitation, acquisitions, dispositions, mergers, arrangements and other forms of business combinations 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;

•

developing 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.

ROLE AND RESPONSIBILITIES OF THE CHAIR

It is the policy of the Board of Directors (the “Board”) that the Chair not be an executive of Rogers Communications Inc. (the “Company”) and that there be a separation of the offices of Chair and Chief Executive Officer. In the event the non-executive Chair is not independent, the independent directors shall appoint an independent lead director to carry out the responsibilities of the Lead Director set out below. The Chair and the Chief Executive Officer are to be in regular communications during the course of the year including with respect to the Company’s business and the responsibilities of the Board.

The principal responsibilities of the Chair of the Board shall be to oversee, manage and assist the Board in fulfilling its duties and responsibilities as a Board in an effective manner independently of management. In fulfilling his or her duties, the Chair will work closely with the Deputy Chair and the Lead Independent Director who will either directly or indirectly assist in ensuring that the foregoing roles and responsibilities are satisfactorily addressed. The Chair shall be responsible, among other things, to:

•

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 ensuring that clarity regarding decisions is reached and duly recorded;

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•

prepare the agenda for each Board meeting with the participation of management and input of the Deputy Chair;

•

monitor the work of the committees of the Board and in that connection the 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 Chair is not independent, he or she must be absent for meetings and portions thereof where all Committee members are required to be independent;

•

ensure that the Board and its committees have the necessary resources to support their work, 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;

•

ensure newly appointed directors 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;

•

provide arrangements for members of the Board to communicate with the Chair formally and informally concerning matters of interest to Board members;

•

provide leadership to ensure that the Board works as a cohesive team; and

•

ensure that appropriate processes are in place for evaluation by the board of the Chief Executive Officer.

The lead director will facilitate the functioning of the Board independently of management of the Company and provide independent leadership to the Board. The lead director shall have the following responsibilities:

•

provide leadership to ensure that the Board functions independently of management of the Company and other non-independent directors;

•

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

•

if the Chair is not independent, to chair separate executive sessions of the independent members of the board;

•

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

•

as may be required from time to time, consult and meet with any or all of the independent directors, at the discretion of either party and with or without the attendance of the Chair, and represent such directors in discussions with management of the Company on corporate governance issues and other matters;

•

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

•

promote best practices and high standards of corporate governance;

•

assist in the process of conducting director evaluations; and

•

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

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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 “Role and Responsibilities of the 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 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

•

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 committees: (1) Audit and Risk Committee; (2) Corporate Governance Committee (3) Pension Committee; (4) Executive Committee; (5) Finance Committee; (6) Nominating Committee; and (7) Human Resources Committee. The respective responsibilities of each of the foregoing committees is set forth in the applicable committee mandate.

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Appendix C

COMMITTEE MANDATES

AUDIT AND RISK COMMITTEE

Current Members¹:

Name

Independent

Robert K. Burgess

Yes

John H. Clappison (Chair)

Yes

Robert J. Gemmell

Yes

John A. MacDonald

Yes

¹	C. William D. Birchall was a committee member until April 19, 2017.

Our Main Responsibilities:

•

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 – the necessary checks and balances must be in place

•

directly responsible for the qualifications, independence, appointment and oversight of the work of the external auditors – the shareholders’ auditors report directly to the Audit and Risk Committee (the “Committee”)

•

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

•

overseeing the establishment and maintenance of processes that ensure the Company is in compliance with both the laws and regulations that apply to it and its own policies

•

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, certain 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)

the qualifications, independence, appointment and oversight of the work of the external auditors;

(iii)

the qualifications and performance of internal auditors;

(iv)

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

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(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.

In addition to the responsibilities specifically enumerated in this Mandate, the Board may refer to the Committee such matters and questions relating to the financial position of the Company and its affiliates as the Board may from time to time see fit.

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 of time 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 Meeting of the Shareholders of the Company 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 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 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 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 fulfilling its responsibilities, and has direct access to and the authority to communicate directly with the external auditors, internal auditors, the Chief Legal Officer of the Company and other officers and employees of the Company.

The members of the Committee shall have the right for the purpose of performing their duties 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. 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 preparing 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.

It is recognized that members of the Committee are not full-time employees of the Company and do not represent themselves to be 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.

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The specific responsibilities of the Committee shall include those listed below. The enumerated responsibilities are not meant 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 any subsidiary) 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 generally accepted accounting principles that have been discussed with management of the Company, 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 course of 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;

(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 management, with the internal auditors and with the external auditors; and

(j)

the interim consolidated financial statements, the Company’s disclosure under “Management’s Discussion and Analysis” for interim periods and interim earnings press releases may be approved by the Committee on behalf of the Board of Directors, provided that such approval is subsequently reported to the Board of Directors at its next meeting.

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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 attest 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 one or more of its members the authority to pre-approve non-audit services, provided that any such delegated pre-approval shall be exercised in accordance with the types of particular non-audit services authorized by the Committee to be provided by the external auditor and the exercise of such delegated pre-approvals 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 with regard to the independence and performance of the external auditors, 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.

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; and

(d)

review the scope, responsibilities and effectiveness of the internal audit team, its independence from management, its credentials, its resources and its working relationship with the external auditors.

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4.	Accounting Systems, Internal Controls and Disclosure Controls

(a)

oversee management’s design and implementation of and reporting on internal controls; receive and review reports from management, the internal auditors and the external auditors with regard to the reliability and effective operation of the Company’s accounting system and internal controls;

(b)

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;

(c)

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;

(d)

review with senior management the adequacy of the internal controls that have been 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

(e)

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;

(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 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;

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(c)

major risk exposures and trends from all areas (e.g. information security, financial, physical security, 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 analysts and rating agencies;

(e)

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

(f)

report regularly to the Board, including with regard to 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.

CORPORATE GOVERNANCE COMMITTEE

Current Members:

Name

Independent

John H. Clappison

Yes

Isabelle Marcoux

Yes

Charles Sirois (Chair)

Yes

Our Main Responsibilities:

•

reviewing and making recommendations regarding the Board of Director’s (the “Board”) 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 Rogers Communications Inc. (the “Company”)

•

reviewing and recommending the compensation of the directors of the Company

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•

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 and committees 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)

developing a set of corporate governance rules, including a code of conduct and ethics;

(ii)

reviewing and recommending the compensation of the Company’s directors; and

(iii)

facilitating the evaluation of the Board and Committees of the Board.

Independence

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

We meet regularly without management present.

We have the authority to engage independent advisors, paid for by the Company, to help us make the best possible decisions on director compensation. We have hired independent advisors since 2006.

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”).

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.

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

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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.

Responsibilities

(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;

(g)

monitor policies for 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 and the committees of the Board;

(i)

provide an orientation and education program for individuals elected to the Board for the first time; and

(j)

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

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PENSION COMMITTEE

Current Members:

Name

Independent

John H. Clappison

Yes

Alan D. Horn (Chair)

David R. Peterson, P.C., Q.C.

Yes

Melinda M. Rogers

Our Main Responsibilities:

•

assist Rogers Communications Canada Inc. (“RCCI”) and its affiliates in the administration of the registered pension plans and related trust funds 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

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)

overseeing the funding, administration, communication, and investment management of the Plans;

(ii)

selecting and monitoring the performance of all third parties performing duties in respect of the Plans;

(iii)

approving amendments to the Plans;

(iv)

adopting amendment of any statement of investment policies and procedures (the “SIP&P”); and

(v)

reviewing reports prepared in respect of the administration of the Plans and unaudited financial statements for the Plans.

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.

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Chair and Secretary

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.

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.

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. By resolution of their boards of directors and/or pursuant to an amended and restated agency agreement between RCCI and certain of its affiliates, RCCI and these affiliates have delegated the authority and responsibility to administer the Plans to the Board and 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 specific powers, duties, and responsibilities in respect of the Plans:

(a)

assessing the governance structure of the Plans;

(b)

approving the mandate of the Committee and appointing its members;

(c)

approving the adoption of and wind-up of any Plan with active members;

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(d)

approving any Plan amendments that significantly alter plan liabilities or that reflect changes in company policy towards retirement benefits;

(e)

receiving reports prepared by the Committee in respect of the administration of the Plans; and

(f)

approving 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)

monitoring and overseeing the administration of the Plans, including duties and responsibilities assigned to certain employees of RCCI and its affiliates, the funding agents of the Plans, investment managers, and other actuarial and financial advisors retained by RCCI, as follows:

(i)

reviewing and approving, where applicable, reports, statements, and valuations required under the Plans pertaining to administration, investment policy and performance, and funded status of the Plans,

(ii)

monitoring 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)

monitoring the appropriateness of the Plans’ designs and the provision of relevant information to the members of the Plans,

(iv)

approving 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)

ensuring 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

(vi)

overseeing 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)

approving 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)

adopting annual or more frequent review and amendment of any SIP&P;

(d)

reviewing 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)

receiving, reviewing, and approving audited and unaudited financial statements for the Plans;

(f)

reporting 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)

performing such other duties and responsibilities as are delegated to it by the Board from time to time.

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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.

EXECUTIVE COMMITTEE

Current Members:

Name

Independent

Alan D. Horn

Edward S. Rogers (Chair)

Charles Sirois

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.

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”).

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Chair and Secretary

Meetings

Agendas for meetings of the Executive Committee shall be developed by the Chair of 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.

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.

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FINANCE COMMITTEE

Current Members¹:

Name

Independent

Alan D. Horn

Edward S. Rogers (Chair)

Melinda M. Rogers

Charles Sirois

Yes

¹	C. William D. Birchall was a committee member until April 19, 2017.

Our Main Responsibilities:

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

•

financings (including share issuances)

•

commitments, in the ordinary course of business, of more than $200 million

•

commitments, outside the ordinary course of business and involving more than $50 million

•

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

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.

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Chair and Secretary

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.

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

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,

2018 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. 107

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 more than $200 million in the aggregate by one or a series of transactions; or

(ii)

outside of the ordinary course of business of more than $50 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;

(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.

NOMINATING COMMITTEE

Current Members¹:

Name

Independent

Robert Dépatie

Yes

John A. MacDonald

Yes

David R. Peterson

Yes

Edward S. Rogers (Chair)

Melinda M. Rogers

¹	C. William D. Birchall was a committee member until April 19, 2017.

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

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•

interview proposed nominees, where appropriate

•

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

Chair and Secretary

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.

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

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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

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)

where appropriate, interview proposed nominees;

(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 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;

(f)

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; and

(g)

develop a three (3) year succession plan for all Board members and review and update annually as necessary.

HUMAN RESOURCES COMMITTEE

Current Members:

Name

Independent

Bonnie R. Brooks

Yes

Robert Dépatie

Yes

John A. MacDonald

Yes

Isabelle Marcoux (Chair)

Yes

Our Main Responsibilities:

•

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

•

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

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•

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

•

set performance objectives for the Chief Executive Officer (CEO), which encourage the Company’s long-term financial success and regularly measure the CEO’s performance against these objectives

•

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

(i)

the CEO;

(ii)

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

(iii)

Family Members of the above employees and board directors employed by the Company 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

Purpose of the Human Resources Committee

The Human Resources Committee (the “Committee”) shall review, approve, and, if applicable, recommend changes to the Company’s executive compensation and severance policies to ensure that such policies are designed to provide 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

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

We meet regularly without management present.

We have the authority to engage independent advisors, paid for by the Company, to help us make the best possible decisions on executive compensation. We have hired independent advisors since 2006.

Membership

The CEO 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 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

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the next Annual Meeting or until his or her earlier resignation, and can be removed by resolution of the Board.

Chair and Secretary

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.

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

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 considering, approving and making recommendations regarding any matters related to its purpose.

(a)

review and, as appropriate, approve any changes to the Company’s compensation policies and programmes 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)

on an annual basis, review and approve the Company’s succession and management development and diversity plans, with respect to those roles currently occupied by Subject Employees, as defined below;

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(c)

review and, as appropriate, recommend for Board approval the terms of employment and compensation arrangements for the CEO. With respect to the CEO, the Committee will at least annually:

(i)

establish performance goals and corresponding incentive compensation award levels;

(ii)

review actual performance against established goals; and

(iii)

review and, as appropriate, recommend for Board approval, incentive compensation awards;

(d)

review, based on the recommendations of the CEO, and approve the level of all forms of compensation to be paid to:

(i)

Named Executive Officers (as defined under applicable Canadian securities laws), excluding the CEO, for the Company and its affiliates;

(ii)

All Officers reporting to the CEO and all Officers at the E1 and E2 level;

(iii)

Family Members of the employees in (i) and (ii) above and Board of Directors, 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 E3 and E4 levels, to the extent there is a deviation from the approved Executive Compensation Policies and Procedures;

(e)

review and approve the performance objectives and corresponding payout levels under approved incentive plans for Subject Employees, excluding, for greater certainty, the CEO;

(f)

consider and, as appropriate, 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 are set by the Committee on an annual basis:

(i)

the maximum number of shares that may be granted under awards to participants within defined salary bands; and

(ii)

the maximum percentage of the total awards per annum granted to certain groups of individuals (i.e. Named Executive Officers, Key Executives and other participants);

(g)

review and, as appropriate, 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, as appropriate, the terms of severance or any settlement with executives at the E3 and E4 levels, where the severance terms exceed the severance pursuant to the approved Executive Compensation Policies and Procedures;

(h)

monitor the administration of the Company’s long-term incentive plans, employee share accumulation plans, and group savings plans (RRSPs and TFSA) including the approval of grants of options, share units, or other long-term incentives to employees based on the recommendation of the CEO and to ensure that all grants are made in accordance with the terms of the Company’s approved Executive Compensation Policies and Procedures;

(i)

review and approve the executive compensation sections of the Company’s annual proxy circular and other public filings; and

(j)

conduct an annual review of the Committee’s mandate and performance.

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SHAREHOLDER INFORMATION AND INQUIRIES		SHAREHOLDER SERVICES If you are a shareholder and have inquiries regarding your account, wish to change your name or address, or have questions about lost stock certificates, share transfers 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		AST Trust Company (Canada) 1 Toronto Street, Suite 1200 Toronto, ON M5C 2V6 inquiries@astfinancial.com or 1.800.387.0825
ROGERS CUSTOMER SERVICE 1.888.764.3771 or rogers.com/support		Multiple Mailings: If you receive duplicate shareholder mailings from RCI, please contact AST Trust Company (Canada) as detailed above to consolidate your holdings.

Investor Relations

Institutional investors, security analysts and others requiring additional financial information can visit investors.rogers.com or contact:

investor.relations@rci.rogers.com

or 1.844.801.4792.

For media inquiries: 416.935.7777.

Online Information

RCI is committed to open and full financial disclosure and best practices in corporate governance. We invite you to visit investors.rogers.com 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)

AST Trust Company (Canada) administers a dividend reinvestment program for eligible RCI shareholders. To request plan materials or learn more about RCI’s DRIP, please visit www.astfinancial.com/ca-en, or contact AST Trust Company (Canada) 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.

LOGO

This information circular is printed on FSC^® certified paper. The fibre used in the manufacture of the stock, comes from well managed forests, controlled sources and recycled wood or fibre. This information circular is fully recyclable.