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Issuer:
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Rogers Communications Inc. (“RCI”)
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Security:
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6.875% Fixed-to-Fixed Rate Subordinated Notes due 2056 (the “Notes”)
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Expected Ratings*:
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Moody’s Investors Service Inc.: Ba1 (Stable)
S&P Global Ratings: BB (Negative)
DBRS: BB (Positive)
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Principal Amount:
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US$750,000,000
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Pricing Date:
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March 24, 2026
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Settlement Date:
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March 27, 2026 (T+3)
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Maturity Date:
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July 31, 2056 (the “Maturity Date”)
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Offering Price:
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100.000% of the principal amount
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Interest Rate:
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The Notes will bear interest (i) from, and including, the settlement date to, but excluding, July 31, 2031, at a rate of 6.875% per annum and (ii) from, and including, July 31, 2031, to but excluding the
Maturity Date the outstanding Notes will bear interest at a rate per annum equal to the 5-Year Treasury Rate (subject to reset as described below) plus 2.840%; provided, that the interest rate during
any Interest Rate Reset Period for the Notes will not reset below 6.875% (which equals the initial interest rate on the Notes).
The 5-Year Treasury Rate for computing interest on the outstanding Notes from and after the Initial Interest Rate Reset Date will initially be based on such rate as of the first business day prior to the
Initial Interest Rate Reset Date and it will be reset on the fifth anniversary of the Initial Interest Rate Reset Date and, thereafter, on each subsequent date that is the fifth anniversary of the immediately preceding date on which such rate
is reset, based on the 5-Year Treasury Rate as of the first business day prior to each such fifth anniversary.
“Initial Interest Rate Reset Date” means July 31, 2031.
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Interest Payment Dates:
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Interest on the Notes will be payable semi-annually in arrears on January 31 and July 31 of each year (each, an “Interest Payment Date”),
commencing on July 31, 2026, subject to deferral pursuant to the Deferral Right.
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Deferral Right:
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So long as no event of default has occurred and is continuing, RCI may elect, at its sole option, at any date other than an Interest Payment Date, to defer the interest payable on the Notes (the “Deferral Right”) on one or more occasions for up to five consecutive years.
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Day Count Convention:
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360-day year consisting of twelve 30-day months and, for any period shorter than six months, on the basis of the actual number of days elapsed per 30-day month.
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Optional Redemption:
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RCI may, at its option, redeem the Notes , in whole at any time or in part from time to time, (i) on any day in the period commencing on and including the date that is 90 days prior to the
Initial Interest Rate Reset Date and ending on and including the Initial Interest Rate Reset Date and (ii) after the Initial Interest Rate Reset Date, on any Interest Payment Date, in each case, at a redemption price equal to 100% of the
principal amount of the Notes redeemed together with accrued and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date fixed for redemption.
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Redemption on Tax Event or Rating Event:
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At any time within 90 days following the occurrence of a Tax Event with respect to the Notes, RCI may, at its option, redeem all (but not less than all) of the Notes at a redemption price equal
to 100% of the principal amount thereof, together with accrued and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date fixed for redemption. At any time within 90 days following the occurrence of a Rating
Event, RCI may, at its option, redeem all (but not less than all) of the Notes at a redemption price equal to 102% of the principal amount thereof, together with accrued and unpaid interest (including deferred interest, if any) thereon to,
but excluding, the date fixed for redemption.
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CUSIP / ISIN:
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775109 DL2 / US775109DL25
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Denomination:
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The Notes will be issued in minimum denominations of US$2,000 and integral multiples of US$1,000 above that amount.
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Joint Book-Running Managers:
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BofA Securities, Inc.
Citigroup Global Markets Inc.
RBC Capital Markets, LLC
Scotia Capital (USA) Inc.
Mizuho Securities USA LLC
MUFG Securities Americas Inc.
SMBC Nikko Securities America, Inc.
Wells Fargo Securities, LLC
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Co-Managers:
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ATB Capital Markets Corp.
BMO Capital Markets Corp.
CIBC World Markets Corp.
J.P. Morgan Securities LLC
National Bank of Canada Financial Inc.
TD Securities (USA) LLC
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