An anonymous director reports

ROGERS ANNOUNCES CASH TENDER OFFERS FOR EIGHT SERIES OF U.S. DOLLAR DEBT SECURITIES

Rogers Communications Inc. has commenced separate offers to purchase for cash any and all of the outstanding notes of each series listed in the table below up to a maximum of $1.25-billion (U.S.) aggregate total consideration (as defined below). Subject to the consideration cap condition (as defined below), the series of notes that are purchased in the offers will be based on the acceptance priority levels set forth in the table below. If a given series of notes is accepted for purchase pursuant to the offers, all notes of that series that are validly tendered and not validly withdrawn will be accepted for purchase. No series of notes will be subject to proration pursuant to the offers.

The offers are made upon the terms and subject to the conditions set forth in the offer to purchase dated July 11, 2025, relating to the notes and the notice of guaranteed delivery.

The offers will expire at 5 p.m. Eastern Time on July 18, 2025, unless extended or earlier terminated. Notes may be validly withdrawn at any time at or prior to 5 p.m. Eastern Time on July 18, 2025, unless extended by the company with respect to any offer.

For holders who deliver a notice of guaranteed delivery and all other required documentation at or prior to the expiration date, upon the terms and subject to the conditions set forth in the tender offer documents, the deadline to validly tender notes using the guaranteed delivery procedures (as defined in the offer to purchase) will be the second business day after the expiration date and is expected to be 5 p.m. Eastern Time on July 22, 2025, unless extended with respect to any offer.

Provided that all conditions to the offers have been satisfied or waived by the company by the expiration date, the company will pay the total consideration in respect of all notes validly tendered and not validly withdrawn at or prior to the expiration date (and accepted for purchase by the company) on the third business day after the expiration date and the first business day after the guaranteed delivery date, which is expected to be July 23, 2025, unless extended by the company with respect to any offer.

Upon the terms and subject to the conditions set forth in the offer to purchase, holders whose notes are accepted by the company for purchase in the offers will receive the applicable total consideration for each $1,000 (U.S.) principal amount of such notes in cash on the settlement date. Promptly after 2 p.m. Eastern Time on July 18, 2025, the price determination date, unless extended with respect to any offer, the company will issue a press release specifying, among other things, the total consideration applicable to each series of notes.

In addition to the applicable total consideration, holders whose notes are accepted by the company for purchase pursuant to an offer will receive a cash payment equal to the accrued and unpaid interest on such notes from and including the immediately preceding interest payment date for such notes to, but excluding, the settlement date. Interest will cease to accrue on the settlement date for all notes accepted for purchase in the offers. Under no circumstances will any interest be payable because of any delay in the transmission of funds to holders by The Depository Trust Company or its participants.

The company's obligation to complete an offer with respect to a particular series of notes validly tendered is conditioned on the satisfaction of conditions described in the offer to purchase, including that the aggregate total consideration payable for all notes purchased in the offers not exceed $1.25-billion (U.S.) and on the consideration cap amount being sufficient to pay the total consideration for all validly tendered and not validly withdrawn notes of such series (after accounting for all validly tendered notes that have a higher acceptance priority level). The company reserves the right, but is under no obligation, to increase or waive the consideration cap amount, in its sole discretion subject to applicable law, with or without extending the withdrawal date. No assurance can be given that the company will increase or waive the consideration cap amount. If holders tender more notes in the offers than they expect to be accepted for purchase based on the consideration cap amount and the company subsequently accepts more than such holders expected of such notes tendered as a result of an increase of the consideration cap amount, such holders may not be able to withdraw any of their previously tendered notes. Accordingly, holders should not tender any notes that they do not wish to be accepted for purchase.

If the consideration cap condition is not satisfied with respect to each series of notes, then the company may, at any time on or prior to the expiration date and with respect to: (i) the series of notes with the highest acceptance priority level for which the consideration cap amount is less than the sum of: (x) the aggregate consideration amount for all validly tendered first non-covered notes; and (y) the aggregate consideration amount for all validly tendered notes of all series having a higher acceptance priority level than the first non-covered notes as set forth in the table above (with one being the highest acceptance priority level and eight being the lowest acceptance priority level); and (ii) each series of notes with an acceptance priority level lower than the first non-covered notes:

1. Terminate an offer with respect to one or more series of non-covered notes for which the consideration cap condition has not been satisfied and promptly return all validly tendered notes of such series and any other series of non-covered notes to the respective tendering holders; or
2. Waive the consideration cap condition with respect to one or more series of non-covered notes and accept all notes of such series and of any series of notes having a higher acceptance priority level validly tendered; or
3. If there is one or more series of non-covered notes with a lower acceptance priority level than the first non-covered notes for which:
   1. The aggregate consideration amount necessary to purchase all validly tendered applicable non-covered notes of such series; plus
   2. The aggregate consideration amount necessary to purchase all validly tendered notes of all series having a higher acceptance priority level than such series of applicable non-covered notes, other than: (x) the first non-covered notes; and (y) any other series of non-covered notes having a higher acceptance priority level than such series of applicable non-covered notes that would not satisfy the conditions of this clause is equal to, or less than, the consideration cap amount, accept all validly tendered applicable non-covered notes of such series.

It is possible that a series of notes with a particular acceptance priority level will fail to meet the conditions set forth above and therefore will not be accepted for purchase even if one or more series with a higher or lower acceptance priority level is accepted for purchase.

For purposes of determining whether the consideration cap condition is satisfied, the company will assume that all notes tendered pursuant to the guaranteed delivery procedures will be duly delivered at or prior to the guaranteed delivery date and the company will not subsequently adjust the acceptance of the notes in accordance with the acceptance priority levels if any such notes are not so delivered. The company reserves the right, subject to applicable law, to waive the consideration cap condition with respect to any offer.

The offers are subject to the satisfaction of these and certain other conditions as described in the offer to purchase. The company reserves the right, subject to applicable law, to waive any and all conditions to any offer. If any condition is not satisfied, the company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes, in each event subject to applicable laws, and may terminate or alter any or all of the offers. The offers are not conditioned on the tender of any aggregate minimum principal amount of notes of any series (subject to minimum denomination requirements as set forth in the offer to purchase), the offers are not subject to a financing condition, and none of the offers are conditioned on the consummation of any of the other offers or any other tender offer by the company.

The company has retained BofA Securities, Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC and Wells Fargo Securities LLC to act as joint lead dealer managers for the offers. Questions regarding the terms and conditions for the offers should be directed to BofA Securities at 1-888-292-0070 (toll-free) or 1-980-387-3907 (collect), Citigroup Global Markets Inc. at 1-800-558-3745 (toll-free) or 1-212-723-6106 (collect), Mizuho Securities USA at 1-866-271-7403 (toll-free) or 1-212-205-7741 (collect), or Wells Fargo Securities at 1-866-309-6316 (toll-free) or 1-704-410-4235 (collect).

D.F. King & Co. Inc. will act as the information and tender agent for the offers. Questions or requests for assistance related to the offers or for additional copies of the offer to purchase may be directed to D.F. King & Co. in New York by telephone at 1-212-269-5550 (for banks and brokers only) or 1-877-478-5047 (for all others toll-free), or by e-mail rci@dfking.com. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the offers.

If the company terminates any offer with respect to one or more series of notes, it will give prompt notice to the information and tender agent, and all notes tendered pursuant to such terminated offer will be returned promptly to the tendering holders thereof. With effect from such termination, any notes blocked in DTC will be released.

Holders of notes are advised to check with each bank, securities broker or other intermediary through which they hold notes as to when such intermediary would need to receive instructions from a beneficial owner for that holder to be able to participate in, or withdraw their instruction to participate in the offers before the deadlines specified herein and in the offer to purchase. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the offer to purchase.

About Rogers Communications Inc.

Rogers is Canada's leading communications and entertainment company, and its shares are publicly traded on the Toronto Stock Exchange and on the New York Stock Exchange.

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