Rogers Communications : 2023 Information Circular

Regaining

Momentum

Notice of 2023 Annual General Meeting of Shareholders and Information Circular

Our Annual General Meeting of Shareholders will be held at 11:00 a.m. (Eastern Time) on Wednesday, April 26, 2023 as an in-person and online (hybrid) meeting at the Velma Rogers Graham Theatre, 333 Bloor Street East, Toronto, Ontario and via webcast https://web.lumiagm.com/462338032

Who We Are

Rogers Communications Inc. is a leading Canadian technology and media company that provides communications services and entertainment to consumers and businesses. 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 or investors.rogers.com. Information on or connected to this and any other websites referenced in this document does not constitute part of this document.

Trademarks in this circular are owned or used under license by Rogers Communications Inc. or an affiliate. This circular also includes trademarks of other parties. The trademarks referred to in this circular may be listed without the ™ symbols. ©2023 Rogers Communications.

Please Register for Electronic Delivery of Shareholder Materials

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

Beneficial Shareholders - If you hold your Rogers shares in a brokerage account or with another financial intermediary, such as a bank or trust company, register for electronic delivery at 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, TSX Trust Company, please register for electronic delivery at tsxtrust.com/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 11:00 a.m. (Eastern Time) on Wednesday, April 26, 2023 as an in-person and online (hybrid) meeting at the Velma Rogers Graham Theatre, 333 Bloor Street East, Toronto, Ontario and via webcast. We and our colleagues on the Board of Directors and executive team look forward to seeing you as we present our views on our 2022 achievements and outline our plans for the future.

This Information Circular contains important information about the Annual General Meeting of Shareholders and the business to be conducted, voting, the individuals nominated to serve as directors, our corporate governance practices, and how we compensate our executive officers and directors. If you are a holder of Class A Voting Shares, please use the proxy or voting instruction form provided to you to submit your vote prior to the meeting.

We would like to recognize the many contributions of Loretta Rogers, who passed away in June, 2022. Mrs. Rogers served as a corporate director of Rogers since 1964, believed passionately in Ted Rogers' vision for the company, and through 45 years of marriage, supported Ted to grow Rogers into the company that it is today.

We would also like to recognize the many contributions of Alan Horn, who passed away in January, 2023. Mr. Horn joined Rogers in 1990, working in a variety of roles, including Chief Financial Officer, Chair of the Board and twice as Interim President and Chief Executive Officer. During his tenure, Mr. Horn substantially strengthened the company's balance sheet, turned the company's debt from junk bond to investment grade status, brought the Rogers operating companies under one public stock, introduced a dividend program and played an integral role on many transformative acquisitions.

In addition to the in-person component, the meeting will be available online via webcast at https://web.lumiagm.com/462338032. A rebroadcast of the meeting webcast will be available at the Investor Relations section of our website at investors.rogers.com after the meeting.

We hope you can join us in person or online on April 26, 2023.

Sincerely,

Edward S. Rogers	Tony Staffieri
Chair of the Board	President and Chief Executive Officer

2023 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. | 1

Where To Find It

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

• Information Circular

• Voting Information
  7 Registered Shareholders
  10 Beneficial Owners (Non-Registered Holders)
  11 How to Attend the Meeting Online
  11 How Votes are Counted
  12 Outstanding Shares and Main Shareholders
  13 Restricted Share Disclosure

14 Business of the Meeting

14 Election of Directors

14 The Proposed Nominees

22 Appointment of Auditors

23 Executive Compensation

23 Human Resources Committee Letter to Shareholders

26 Compensation Discussion & Analysis

40 Summary Compensation Table

43 Incentive Plan Awards

49 Pension Benefits

52 Termination and Change of Control Benefits

54 Director Compensation

1. Securities Authorized for Issuance Under Equity Compensation Plans
2. Indebtedness of Directors and Executive Officers
3. Corporate Governance
   61 Statement of Corporate Governance Practices
   62 Board Composition
   65 Board Skills Matrix
   66 Board Mandate and Responsibilities
   67 Code of Conduct and Ethics and Business Conduct Policy 67 Director Orientation and Continuing Education
   68 Director Nomination and Board Assessment, Gender Diversity, and Term Limits
   69 Gender Diversity in Executive Officer Positions
   69 Risk Management Oversight
   69 Audit and Risk Committee
   69 Other Good Governance Practices
   70 Interaction with Shareholders

71 Report of the Audit and Risk Committee

1. Other Information
2. Appendices

1. A - National Instrument Requirements

1. B - Board of Directors Mandate

1. C - Standing Committee Mandates

2 | ROGERS COMMUNICATIONS INC. 2023 MANAGEMENT INFORMATION CIRCULAR

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	Where
Wednesday, April 26, 2023	Velma Rogers Graham Theatre
11:00 a.m. (Eastern Time)	333 Bloor Street East, Toronto, Ontario and
	online at
	https://web.lumiagm.com/462338032

BUSINESS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS:

1. receiving the consolidated financial statements for the year ended December 31, 2022, including the external auditors' report;
2. electing 13 directors to our Board of Directors (see "Election of Directors" in the Information Circular);
3. appointing the external auditors (see "Appointment of Auditors" in the Information Circular); and
4. considering any other business that may properly come before the meeting.

YOU HAVE THE RIGHT TO VOTE

You are entitled to notice of, to attend, and to vote at the meeting if you were a registered holder of Class A Voting Shares (Class A Shares) at the close of business in Toronto, Ontario on March 1, 2023 (subject to the voting restrictions described in the Information Circular). Specific voting instructions are included on the proxy form included with this Notice, which you have received if you are a registered holder of Class A Shares, or the voting instruction form included with this Notice, which you have received if you are a beneficial holder of Class A Shares. If you are a registered holder of Class A Shares or a duly appointed and registered proxyholder and wish to vote at the meeting, please attend the meeting in-person or online.

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

NOTICE-AND-ACCESS

Rogers is using the "notice-and-access" provisions of Canadian securities rules under National Instrument 54-101-"Communication with Beneficial Owners of Securities of a Reporting Issuer" (NI 54-101) and National Instrument 51-102-"Continuous Disclosure Obligations" (NI 51-102) for distribution of the meeting materials to shareholders. Under notice-and-access, Canadian companies are not required to distribute physical paper copies of certain annual meeting-related materials, such as information circulars and annual financial statements, unless specifically requested. Instead, they may post electronic versions of such material on a website for investor access and review and will make paper copies of such documents available upon request. Using notice-and-access directly benefits Rogers through a substantial reduction in both postage and material costs and also helps the environment through a substantial decrease in the

2023 MANAGEMENT INFORMATION CIRCULAR ROGERS COMMUNICATIONS INC. | 3