Rogers Communications Inc. (TSX:RCI.B)
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AGM 2025

Apr 23, 2025

Edward Rogers
Executive Chairman, Rogers Communications

Ladies and gentlemen, welcome to the Rogers Communications 2025 Annual General Meeting. I would like to now ask Matthew to offer a territorial welcome.

Matthew Murphy
Company Representative, Rogers Communications

Welcome. My name is Matthew Murphy. I'm a proud member of the Rogers family and the Mohawks of the Bay of Quinte. I'm honored to kick off the Rogers 2025 Annual General Meeting with a territorial welcome. As we are currently located in Toronto, Ontario, I will acknowledge the Indigenous peoples who have lived here for thousands of years. I'd like to give thanks, appreciation, and respect for all in creation, including the ancestors of the Anishinabe, Mississaugas, and Haudenosaunee, other beings, clans, allied nations, and Mother Earth. Together we are bound to share and protect this land Kanyen'kehà:ka , thank you.

Edward Rogers
Executive Chairman, Rogers Communications

Matthew, thank you very much. Good morning, ladies and gentlemen, and thank you for joining us here this morning. For those of you in person, welcome to our Sportsnet studio, home of hockey and the Toronto Blue Jays. My name is Edward Rogers, and I am Executive Chairman of the Board, and I'm pleased to welcome you all to this year's shareholder meeting. I'd like to begin by thanking Tony Staffieri and his senior team. In 2024, they delivered industry-leading results across core metrics, including revenue growth, EBITDA growth, margins, and subscriber growth. In 2024, our results marked the third straight year of sector-leading growth. But today, Canada is in a different place, and all sectors are facing challenges given the current economic uncertainty. And our sector is further impacted by lower immigration to Canada and heightened competitive intensity.

During these turbulent times, Tony and his team continue to take a disciplined and long-term approach to growing the company, performing strongly against our competitors, and continuing to invest for the future. 2025 marks Rogers' 65th year in business in Canada, but our roots at Rogers go back a century to when my grandfather, Edward Rogers I, invented the world's first alternating radio tube in 1925. He manufactured beautiful wooden radios and built the country's largest private radio station, CFRB. He had plenty of offers to sell his company or build his company south of the border, but he refused. He was a proud Canadian, and he wanted to build and stay right here in Canada. My grandfather's businesses were sold after he passed in 1933, at the young age of 38.

My father, Ted Rogers, started what is today Rogers Communications in 1960 when he purchased his first radio station, CHFI. From the launch of FM radio, cable television, high-speed data, and wireless, he invested for the long term. As the company grew, he invested everything back into building our business, building new businesses, and investing in Canada. He too had offers to sell and move to the United States, and he too rebuffed them all. He said, "Canada's Canadian culture and identity are worth fighting for," words that mean a lot still today. Since Ted's passing in 2008, we have invested CAD 60 billion to bring Canadians the most reliable networks. These networks underpin the Canadian economy. Our sector directly adds CAD 80 billion to Canada's GDP on an annualized basis and supports over 700,000 jobs.

We continue to make transformational investments in Canada despite higher operating costs and higher regulatory fees, especially higher spectrum costs. The Shaw Merger created Canada's largest cable company and a national wireline company that is a more effective competitor against Bell and TELUS. The MLSE investment keeps iconic Canadian teams in Canadian hands and will make our teams more formidable, and our recent NHL investment keeps the home of hockey, Canada's game, with a Canadian company. Canada's GDP per capita has declined for two straight years. Business investment in R&D in Canada is behind our peers. Productivity has been slipping for quite some time, and now U.S. tariffs and the resulting trade war are creating instability for the Canadian economy. This means the success of Canadian businesses has never been more important than today.

The trade war has been a wake-up call, and now we have the chance to seize the opportunity to establish our own economic sovereignty versus relying heavily on other nations. Building economic sovereignty won't just happen, but it certainly won't happen unless we have world-class networks to power it. Now more than ever, we need the Canadian government to encourage investment in Canada, to reward investment in Canada. We need strong Canadian companies investing in Canada. Rogers is not pursuing a growth strategy south of the border, and we're not building global health and digital businesses overseas. Every dollar we invest is for Canada, in Canada, and for Canadians. Every year, we support thousands of Canadian small businesses from coast to coast, and most of our vendors are Canadian-based. We are network and infrastructure builders, we are building Canada's digital future.

When the country elects a new government next week, we need policies that encourage investment, create certainty, and build investor trust. In our sector, we need wholesale rates that reflect the true cost to build and a policy framework that doesn't artificially favor telephone companies and resellers. We need timely and fair access to poles and communication infrastructure. We need fair and reasonable spectrum costs. We need to eliminate the financial and regulatory burdens on Canadian cable and media companies so Canadians can compete fairly against global streaming giants. And we need to accelerate the pace of decision-making and reduce the complex array of regulatory fees that undermine our ability to innovate and invest. When I think about the current economic climate, I think about my grandfather. He stared down enormous economic challenges in the 1930s, yet he continued to invest and grow his business.

We today need to do the same. At Rogers, we've invested for the last 65 years, and we will continue to invest for the next 65 years. I know we will do our part, and we need the new government to do their part. In closing, I'd like to thank our Board for their support and their unwavering commitment to Rogers. I'd also like to thank Tony, our senior leadership team, and all of our employees across Canada for their hard work and commitment to deliver for our customers, our shareholders, and for Canadians. Thank you. In accordance with the company's articles, I will act as chair of the meeting, and our Chief Legal Officer and Corporate Secretary, Marisa Wyse, will act as a recording secretary. I'd now like to call the annual general meeting of shareholders of Rogers Communications to order.

We'll now commence with the formal part of the meeting. Registered holders of Class A shares and duly appointed proxy holders attending online will have the opportunity to vote via electronic ballot for any ballot that comes before the meeting. Shareholders who have already voted by proxy do not need to vote again unless you wish to change your vote. For those attending online, a voting panel will appear on your screen when it is time for you to vote on a matter. After we attend to the business of today's meeting, we will close the formal part of the meeting, and then our President and Chief Executive Officer, Tony Staffieri, will make some comments. We will then address questions from shareholders. Shareholders attending online can submit questions throughout the meeting, but we encourage you to submit your questions as early as you can.

To submit a question through the online platform, select the messaging tab at the top of your screen, type your message within the text box at the top of the messaging screen, and then click the send button. Following the conclusion of the question and answer period, everyone attending in person today is invited to an informal reception that will be held at the Radio Café here at our 333 Bloor Street campus. This will provide you an opportunity to meet and speak with members of the Rogers Board and management team. With that, I would now like to introduce my colleagues on the board who are present here today and would ask that they stand and be recognized as I call their names. Trevor English, Ivan Fecan, Robert Gemmell, Jan Innes, Diane Kazarian, Dr. Mohamed Lachemi, David Robinson, Lisa Rogers, Brad Shaw, Tony Staffieri, our CEO, and John Tory.

I would also like to recognize Chief Wayne Sparrow and Michael Cooper, who are attending online today. Moving on, I will now appoint the representatives in attendance from TSX Trust Company, Rogers' registered transfer agent, to act as scrutineers for this meeting. The notice calling this meeting and proxy related to this meeting were mailed on March 21st, 2025, to the shareholders of record as of March 3rd, 2025. TSX Trust Company has provided proof of delivery to shareholders as required of the notice and proxy related to this meeting, with the meeting materials and the 2024 annual report and financial statements having been made available to shareholders for notice and access under applicable securities laws. Unless there is an objection, I will dispense with the reading of the notice of the meeting.

I've also received the scrutineer's initial report on attendance at today's meeting, and I am advised that there are sufficient numbers of shareholders and proxy holders in attendance to constitute a quorum. Notice having been properly given and a quorum being present, I now declare the meeting to be regularly called and constituted for the transaction of business. As noted in the meeting materials, only registered holders of Class A shares or their proxy holders are entitled to vote on matters at today's meeting. Holders of Class B shares are encouraged to participate in the discussions during the question and answer period. Voting is now open on all resolutions. The first item of business is the presentation of the company's 2024 annual report and consolidated financial statements, copies of which were made available before the meeting.

I now formally present these items to the meeting, including the report of the external auditors, KPMG. I would ask that questions related to the financial statements be held until after the presentations. The board has fixed the number of directors to be elected at this meeting at 14. We will now proceed with the election of directors. The nominating committee intends to nominate all proposed directors whose names are contained in the meeting materials. I now call on Robert Gemmell to make the nominations. Robert.

Robert Gemmell
Lead Independent Director, Rogers Communications

Thank you, Mr. Chair. I nominate the following persons for election as directors of the company: Michael Cooper, Trevor English, Ivan Fecan, Robert Gemmell, Jan Innes, Diane Kazarian, Dr. Mohamed Lachemi, David Robinson, Edward Rogers, Lisa Rogers, Brad Shaw, Chief Wayne Sparrow, Tony Staffieri, and John Tory, and move that they be elected directors to hold office until the next annual meeting of shareholders.

David Robinson
VP of Business Planning, Rogers Communications

Hi, David Robinson, second the motion.

Edward Rogers
Executive Chairman, Rogers Communications

Thank you, gentlemen. Are there any further nominations? Given that there are no additional nominations, I declare the nominations closed. Having heard the nominations, is there any discussion? Management has received proxies representing approximately 97% of the corporation's Class A shares. These proxies direct me to vote over 97% of the Class A shares in favor of each of the director nominees.

I request a poll be taken.

As a poll has been requested, I now direct that we proceed to take a vote by ballot. If you're voting as a proxy holder who holds a proxy instructing you to vote for a particular motion or resolution, you may only vote in accordance with those instructions.

If you're a registered holder of Class A Shares or duly appointed proxy holder, please record your vote on the directors now via the voting keypad provided to you if you're attending in person or on the online platform if you're attending virtually. If you have already voted or sent in your proxy, there is no need to do anything unless you wish to change your vote. We will now take a short pause for the voting. Based on the proxies received, I declare that all individuals nominated have been elected as directors of Rogers Communications until the next annual meeting. The final voting results will be released later today. The next item of business is the resolution appointing the external auditors of Rogers. I now call on Robert Gemmell to make a motion with respect to the appointment of the auditors.

Robert Gemmell
Lead Independent Director, Rogers Communications

Thank you, Mr. Chair. I move that KPMG LLP Chartered Professional Accountants be appointed as auditors of the company to hold office until the next annual meeting or until their successor is appointed.

David Robinson
VP of Business Planning, Rogers Communications

Hi, David Robinson, second the motion.

Edward Rogers
Executive Chairman, Rogers Communications

Thank you, David. Having heard the motion, is there any discussion? Management has received proxies representing approximately 97% of the corporation's Class A shares. These proxies direct me to vote over 97% of the Class A shares in favor of the resolution. I request a poll be taken. As a poll has been requested, I now direct that we proceed to take a vote by ballot. If you are a registered holder of Class A shares or duly appointed proxy holder, please record your vote on the auditors now via the voting keypad provided to you if you're attending in person or on the online platform if you're attending virtually.

If you have already voted or sent in your proxy, there is no need to do anything unless you wish to change your vote. We will now take a short pause for voting. Based on the proxies received, I declare the motion carried. The final voting results will be released later today. Voting is now closed on all resolutions. If you're voting in person with us today or virtually online, your votes will be automatically submitted and no further action is required. Ladies and gentlemen, as there is no other formal business that has properly been brought before this meeting, I declare the meeting now closed. We will now proceed with some comments from Tony Staffieri, our President and Chief Executive Officer. Following these comments, we will address questions from shareholders. If you are attending online and have a question, please submit it now.

To submit a question through the online platform, select the messaging tab at the top of your screen, type your message within the text box at the top of the messaging screen, and then submit by hitting the send button. I caution everyone that the remarks, presentations, and discussions today may contain forward-looking statements. Such statements are based on assumptions as to the future and on management's current expectations and are naturally subject to risks and uncertainties. You should review Rogers' 2024 annual report and first quarter 2025 MD&A regarding the various factors, assumptions, and risks that could cause our results to differ. I am now pleased to call on our President and Chief Executive Officer, Tony Staffieri, to say a few words. Tony.

Thank you, Edward. Thank you, Edward. And good morning, everyone. Welcome to Rogers' 2025 annual general meeting. As Edward mentioned, 2024 marked our third straight year of industry-leading results. We out-executed and outperformed our competition, delivering industry-leading revenue and EBITDA growth, wireless and wireline margins, and wireless and Internet subscriber growth. We did this while making strategic investments to drive long-term growth. When I reflect on where we are today, a lot has changed. The U.S. tariff policies are having a ripple effect globally. We are seeing signs of a slowing economy. Consumer confidence is down. The unemployment rate is up. The stock market is volatile. Importantly, we remain confident in our long-term growth plan. As I look to the year ahead, there are three things we know. First, our sector is impacted by the slowdown in immigration. This will continue to contribute to revenue headwinds. Second, our sector will remain highly competitive as we compete for market share.

And third, we have a proven track record of delivering results. We do this through disciplined execution, clear prioritization, and strategic long-term bets. And we will invest strategically to grow and lead our sector for years to come. We have a 65-year track record of leading through a variety of economic conditions. That's how Rogers grew from one radio station to Canada's leading communications and entertainment company. Today, I want to discuss how we're navigating this period of uncertainty. Our plan includes leveraging our incredible mix of assets to drive growth. It includes how we will unlock value from our sports assets, and it includes delivering our balance sheet while investing in the long term. As a starting point, I believe we have the best asset mix in the business. We are Canada's largest wireless carrier.

We are the largest cable company, and our sports assets rival the best sports portfolios in the world. Our mix of assets gives us an undisputed advantage over our competitors. We work in an industry where demand for connectivity and content is growing, and we're well-positioned. People are consuming more content across more screens and more devices, more live sports to the best shows. In the last five years, wireless data usage is up 400%, and home data usage is up 200%, and we plan to lead and drive this demand for data. Our network blankets the nation with the most reliable 5G network and the most reliable home Internet. This means we are best- positioned to grow the number of customers that use all of our services. We lead on converged market share in the East, and we are targeting to widen that lead.

In the West, almost half of our Shaw residential customers now subscribe to Rogers Wireless, and this will continue to grow. We also see opportunities to grow the number of customers within the home. Today, many households have multiple wireless providers, and we know customers want all their phones with one provider. We're targeting those customers. We now offer 5G wireless home Internet in every province. We introduced 5G home Internet last year and recently introduced faster speeds to create even more growth opportunities. This new service will allow us to offer our full suite of Xfinity products everywhere. This represents a key opportunity to grow revenue and expand market share, especially with the cord-shaving segment and out-of-footprint Internet customers. Across our businesses, we've ramped up our focus on our existing customers. This work includes delivering better customer service.

Our new AI-powered tools make it simpler for customers to find answers more quickly and for our agents to find solutions more efficiently. This reduces friction for our customers and saves our agents time so they can more quickly serve the next customer. The explosive growth in connectivity is matched by strong demand for content and live sports in particular. Sports is core to our business. Just look at our assets: Sportsnet, the Toronto Blue Jays, the Toronto Maple Leafs, the Toronto Raptors, Toronto FC, Toronto Argonauts, and the NHL National Rights, the most coveted sports content in the country. Sports assets are appreciating substantially, and we've announced strategic investments to execute on our sports strategy. We're expanding our sports ownership to become majority owner of MLSE, one of the most prestigious sports and entertainment organizations in the world. We're extending our partnership with the NHL for another 12 years.

We're ensuring Sportsnet keeps growing as the country's number one sports media brand. Together, this scale means we can connect fans to the best live sports and content on Rogers Xfinity, Sportsnet Plus, and other platforms. We know our world-class sports portfolio is not recognized in our share price. We are working on a clear plan to surface more value for our sports assets over the medium term, but I want to be clear. We're investing in these appreciating assets because we see a clear path to monetize them and to unlock their unrecognized value in our share price. We recognize the pressure we have seen on our share price, and we're taking the necessary steps to address this. We can't control everything that affects capital markets, but we can control how we operate, how we invest, and how we manage our balance sheet.

Importantly, we're making these investments while delivering our balance sheet. When we merged with Shaw, we said we would return leverage to 3.5 times within 36 months of closing. We've made very good progress, and we will deliver on this commitment. Since January, we have issued an aggregate CAD 9 billion of equity-valued capital. First, we raised CAD 4 billion in February with a sale of hybrid bonds. Earlier this month, we announced the definitive agreement for a CAD 7 billion structured equity investment to repay debt. As we announced this morning, when the equity investment deal closes, debt leverage ratio is expected to be 3.6x , only 24 months after closing Shaw. We are squarely focused on strengthening our investment-grade balance sheet by reducing our debt, and we are doing this while making strategic investments to drive long-term growth.

In fact, we have been in a major investment cycle making long-term investments despite volatile economic and sector conditions. Over the last 15 years, we've invested CAD 60 billion in our networks, and over the next 15 years, we'll invest billions more to grow our company, deliver new innovations to Canadians, and to fuel Canada's economic prosperity. To make these long-term investments, we need a partner in government. Edward highlighted how current regulations are undermining Canadian network builders and hurting Canadian broadcasters. At this critical time for our country, we need to get this right for our country, our economy, and our sector. We need a government to incent Canadian companies and reward Canadian companies for making big, bold bets. We need to remove barriers to investment, to remove barriers that inhibit expanding and improving the digital infrastructure that powers the Canadian economy.

Next week, there will be a new government in Canada. We need the government to create economic sovereignty for our country, our economy, and our sector. Rogers has been investing in Canada for 65 years, and we will invest for the next 65 and beyond. In closing, I would like to thank Edward and the board for their support, our team for their relentless dedication, and our shareholders for their confidence. Thank you.

Thank you, Tony. With that, we will now address any questions from shareholders. Only questions of interest to all shareholders will be addressed. If your question is related to a personal matter, a Rogers rep or representative will contact you after the meeting.

To ensure fairness to all those asking questions, discretion may be exercised in responding to the questions, including the order in which the questions are answered, the grouping of similar questions, and the amount of time devoted to any similar question or topic. We will do our best to answer all questions. If we're unable to get your question either here or online, we will follow up with you after the meeting. If any shareholders in the room have a question, please rise, wait to be recognized, and identify yourself as either a shareholder or proxy holder because this part of the proceeding is also being webcast, and we want a mic and wait until a microphone is handed to you before asking your question. Now, Paul, are there any questions?

Stan Kromnik
Shareholder, Rogers Communications

Thank you for allowing me to speak. My name's Stan Kromnik. I've been a Rogers shareholder since I bought Rogers debentures back in 1990. So I've seen the company over the last 34 years. The last time I attended a shareholders meeting, Ted Rogers spoke, and I believe there were maybe 25 people in the room. So as I look around, it's very impressive to see all these people here. My question has to do with how decisions are made at the board level or the company level. Recently, the baseball team signed a player for a contract of $700 million. My question is, did that come to the board for a decision, or who makes a decision to spend something like $700 million on a baseball player?

Edward Rogers
Executive Chairman, Rogers Communications

I'll take that. First, I'd like to thank you for being with Rogers for such a long period of time. It's an honor to have you here and to be part of the company, and so I thank you. Sports is a unique business. It starts with the recommendation from the general manager and the president of the team. The number was, it's $500 million USD over 14 years. It's U.S. dollars.

It's a very large bet, and I think management of the team came forward and thought that we had an iconic generational player that we could build a championship team around, and so it did come to me and Tony, and it was approved by the full Rogers board. And I think it's a lot of money, but in the context of where sports is today and for the performance we're getting, we think it was a good investment.

Stan Kromnik
Shareholder, Rogers Communications

Supplementary, I just want to point out $500 million USD is CAD 700 million.

Edward Rogers
Executive Chairman, Rogers Communications

Yes, sir.

Stan Kromnik
Shareholder, Rogers Communications

Being in Canada, let's talk about Canadian dollars. Thank you. No, I appreciate that. And if it was up to us, we'd be paying them in Canadian dollars.

Paul Carpino
VP Investor Relations, Rogers Communications

Mr. Chair, we have some questions online. The first question is, how does Rogers look at making large-scale investments in the current political and economic environment?

Edward Rogers
Executive Chairman, Rogers Communications

I'll start with this one. I think thank you for your question. And what I would say is that our company, our management team, Tony, is focused on the fabulous opportunities that are still in front of us with Shaw, completing the potential of merging Shaw and Rogers together, making us a more formidable and national company, and of course, closing on our recent deal to acquire Bell's stake and Maple Leaf Sports and Entertainment.

So while we're never close to looking at something right now, we're focused on what we've done and implementing and executing that well.

Paul Carpino
VP Investor Relations, Rogers Communications

Great. Mr. Chair, we have several more questions online. The next question is from Jagjit, is Rogers looking to issue more shares to deal with their high debt or bring more strategic investors in?

Jagjit, thank you for the question. In terms of our balance sheet, we've been squarely focused on delivering, and we are tracking to our plans and, in fact, slightly ahead of our plans. We've talked about the priorities of Rogers. Operational execution is one. Surfacing the value of sports is two. But the third important one is delivering our balance sheet. We've got a plan, and we're executing to it. And so we don't see the need in the future to issue equity to deliver our balance sheet.

We've got a plan, and we're sticking to it.

Mr. Chair, the next question is from Bruce G. A huge investment in the NHL, but little future income causing pressure on the stock price. How will the company protect shareholders with this deal?

There's probably two parts to that question. The first is, when we looked at the NHL contract, and these are the national media rights, these are the most coveted sports content in the country. Hockey is our game. And what we do know is when we look at the performance of our NHL contract over the last 11 years, we're just about to enter our final year of that contract. Viewership has gone up dramatically, almost 50% in that 11-year period.

And with that, what we attract are more subscribers subscribing to Sportsnet, more subscribers watching it on different screens, which attracts advertising revenue, and now through Sportsnet Plus, through an accelerated rate of subscribers on that platform. And so what we've seen is a very profitable contract for Rogers and for Sportsnet over the past 11 years, and we're delighted that we were able to renew that contract for another 12 years. That'll take us to 2038, and we expect to continue to have a very strong track record of profitability on the NHL contract. The second part of the question relates to the share price, and we're disappointed where the share price sits today. We firmly believe that the share price does not reflect the full value and potential of Rogers.

We have been executing flawlessly over the last three years in terms of industry leadership, and we expect to continue that leadership position. We have been focused on delivering our balance sheet, and we're delivering on that. And we have a suite of sports assets that are formidable and valuable and not reflected in our share price today. And so, as we've said in our comments, our focus is to surface that value for our shareholders over the medium term, and we will execute on that and expect it to be reflected in our share valuation.

Mr. Chair, we have several more questions. To unlock the value of the sports portfolio owned by Rogers, and this question is from Sadala. Are you currently considering to separate it from the company and have a separate IPO in the future?

Edward Rogers
Executive Chairman, Rogers Communications

I'll take that one, Tony. I think thank you for your question. I think right now, as I mentioned earlier, we're focused on completing the purchase of Bell's stake and focused on improvements we can make with Maple Leaf Sports and Entertainment and how they can better work over time with the rest of Rogers Media and Sports. There is, as Tony mentioned, how do we get value, and that is something we're going to continue to look at. We're looking at bringing other investors in, but we have not determined or made public the long-term strategy for how we're going to hold sports. But it will go through a lot of thought process with management, with the board, and with an eye on maximizing value for our shareholders.

Paul Carpino
VP Investor Relations, Rogers Communications

Mr. Chair, we have one more question, and it's from Len Che. Which political party has a platform and policies that is more supportive of the telco space?

Len Che, thank you for the question. As we look to the election for next week, we think two things are important. One is that we have a majority government so a government can take a long-term policy view of decisions that need to be made for the country and the country's health. In terms of telecom policy, we're looking forward to working with the new government on long-term policy that encourages and rewards investment in infrastructure. A key to growing the economy is continued investment in the digital infrastructure. And we're there with our capital investments. We've invested last year just over CAD 4 billion, and we'll continue to invest substantial amounts of billions this year. But we need a government that supports that investment and encourages that investment.

Mr. Chair, there are no further questions.

Edward Rogers
Executive Chairman, Rogers Communications

Thank you, Paul. Ladies and gentlemen, as there are no further questions, this concludes the Rogers Annual and Special Meeting and discussion today. I now invite all of those attending in person to join our board and our senior management team for an informal reception that will be held in the Radio Café here at 333 Bloor Street. Thank you for your interest in Rogers, and thank you for taking the time to join us here today.

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