Exhibit 3.1 ROGERS COMMUNICATIONS INC. 12,722,647 Class B Non-Voting Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 28th, 2003 • Rogers Communications Inc • Cable & other pay television services • Ontario
ANDCredit Agreement • October 15th, 2004 • Rogers Communications Inc • Cable & other pay television services • Ontario
NOT OWNED BYRogers Communications Inc • November 26th, 2004 • Cable & other pay television services
THE BOARD OF DIRECTORS OF THE CORPORATION HAS CONCLUDED THAT THE OFFER IS FAIR AND REASONABLE TO SHAREHOLDERS AND IS RECOMMENDING THAT SHAREHOLDERS TENDER THEIR RWCI RESTRICTED VOTING SHARES TO THE OFFER.
EXHIBIT 99.2 ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT is made as of the 13th day of October, 2004, B E T W E E N: ROGERS COMMUNICATIONS INC., a corporation amalgamated under the laws of the Province of British Columbia (the "ASSIGNOR") - and -...Assignment Agreement • October 15th, 2004 • Rogers Communications Inc • Cable & other pay television services • Ontario
MANAGEMENT SERVICES AGREEMENT MEMORANDUM OF AGREEMENT made as of the 1st day of January, 1991. B E T W E E N: ROGERS COMMUNICATIONS INC., a corporation continued under the laws of the Province of British Columbia, (hereinafter referred to as "RCI"),Management Services Agreement • November 26th, 2004 • Rogers Communications Inc • Cable & other pay television services • Ontario
AMENDING AGREEMENTAmending Agreement • June 3rd, 2003 • Rogers Communications Inc • Cable & other pay television services
ARRANGEMENT AGREEMENTArrangement Agreement • March 15th, 2021 • Rogers Communications Inc • Cable & other pay television services • Alberta
WHEREAS the Purchaser wishes to acquire all of the issued and outstanding Company Participating Shares in exchange for the Arrangement Consideration;
ROGERS COMMUNICATIONS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2024 • Rogers Communications Inc • Cable & other pay television services • New York
Record Dates: 2029 Notes: February 1 and August 1 of each year, beginning on August 1, 2024 2034 Notes: February 1 and August 1 of each year, beginning on August 1, 2024
ROGERS COMMUNICATIONS INC. AGENCY AGREEMENTAgency Agreement • April 15th, 2020 • Rogers Communications Inc • Cable & other pay television services • Ontario
Rogers Communications Inc., a corporation existing under the laws of the Province of British Columbia, Canada (the “Company”), proposes to appoint the several agents named in Schedule II hereto (collectively, the “Agents” and each individually an “Agent”), as its sole and exclusive agents to offer for sale on a best efforts basis up to the principal amount of its 3.65% Senior Notes due 2027 identified in Schedule I hereto (the “Securities”), to be issued under an indenture dated as of May 26, 2009 (the “Base Indenture”), between the Company and CIBC Mellon Trust Company (“CIBC Mellon”), as trustee, as supplemented by the supplemental indenture, to be dated as of the original issue date of the Securities (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, Rogers Communications Canada Inc., a corporation existing under the laws of Canada (the “Guarantor”) and BNY Trust Company of Canada (the “Trustee”) who was appointed as successor tr
ROGERS WIRELESS INC., Issuer And JPMORGAN CHASE BANK, N.A. Trustee INDENTURE Dated as of November 30, 2004 7.625% Senior (Secured) Notes due 2011Indenture • August 16th, 2007 • Rogers Communications Inc • Cable & other pay television services • Ontario
INDENTURE dated as of November 30, 2004 between Rogers Wireless Inc., a corporation organized under the Canada Business Corporations Act (hereinafter called the “Company”), and JPMorgan Chase Bank, N.A., a national banking association organized under the laws of the United States, as trustee (hereinafter called the “Trustee”).
ROGERS COMMUNICATIONS INC., as issuer of the Notes, ROGERS COMMUNICATIONS CANADA INC., as the Guarantor and THE BANK OF NEW YORK MELLON, as Trustee TENTH SUPPLEMENTAL INDENTURE Dated as of February 8, 2018 to INDENTURE Dated as of August 6, 2008...Rogers • February 8th, 2018 • Rogers Communications Inc • Cable & other pay television services • New York
TENTH SUPPLEMENTAL INDENTURE dated as of February 8, 2018 (this “Supplemental Indenture”), among Rogers Communications Inc., a corporation organized under the laws of the Province of British Columbia (hereinafter called the “Company”), Rogers Communications Canada Inc., a corporation existing under the laws of Canada (hereinafter called the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as trustee (hereinafter called the “Trustee”).
ContractFirst Supplemental Indenture • August 16th, 2007 • Rogers Communications Inc • Cable & other pay television services • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of August 1, 2005 (this “Supplemental Indenture”), is by and among Rogers Wireless Inc., a corporation organized under the Canada Business Corporations Act (hereinafter called “Rogers Wireless”), Rogers Wireless Partnership, a general partnership organized under the laws of the Province of Ontario and a wholly-owned Subsidiary of Rogers Wireless (hereinafter called “RWP”), and JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank), a national banking association organized under the laws of the United States, as trustee (hereinafter called the “Trustee”).
ContractSecond Supplemental Indenture • August 16th, 2007 • Rogers Communications Inc • Cable & other pay television services • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of June 29, 2007 (this “Supplemental Indenture”), is by and among Rogers Wireless Inc., a corporation organized under the laws of the Province of British Columbia, Canada (hereinafter called “Rogers Wireless”), Rogers Wireless Partnership, a general partnership organized under the laws of the Province of Ontario and a wholly-owned subsidiary of Rogers Wireless (hereinafter called “RWP”) and The Bank of New York, a New York banking corporation (successor to JPMorgan Chase Bank, N.A.), as trustee (hereinafter called the “Trustee”).
ROGERS COMMUNICATIONS INC., as issuer of the Notes, ROGERS COMMUNICATIONS PARTNERSHIP, as the Guarantor and THE BANK OF NEW YORK MELLON, as TrusteeIndenture • October 2nd, 2013 • Rogers Communications Inc • Cable & other pay television services • New York
FIFTH SUPPLEMENTAL INDENTURE dated as of October 2, 2013 (this “Supplemental Indenture”), among Rogers Communications Inc., a corporation organized under the laws of the Province of British Columbia (hereinafter called the “Company”), Rogers Communications Partnership, an Ontario partnership (hereinafter called the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as trustee (hereinafter called the “Trustee”).
ROGERS COMMUNICATIONS INC., as issuer of the Notes, ROGERS COMMUNICATIONS PARTNERSHIP, as the Guarantor and THE BANK OF NEW YORK MELLON, as Trustee SEVENTH SUPPLEMENTAL INDENTURE Dated as of March 10, 2014 to INDENTURE Dated as of August 6, 2008 5.00%...Supplemental Indenture • March 10th, 2014 • Rogers Communications Inc • Cable & other pay television services • New York
SEVENTH SUPPLEMENTAL INDENTURE dated as of March 10, 2014 (this “Supplemental Indenture”), among Rogers Communications Inc., a corporation organized under the laws of the Province of British Columbia (hereinafter called the “Company”), Rogers Communications Partnership, an Ontario partnership (hereinafter called the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as trustee (hereinafter called the “Trustee”).
VOTING SUPPORT AGREEMENTVoting Support Agreement • March 15th, 2021 • Rogers Communications Inc • Cable & other pay television services • Alberta
SHAW FAMILY LIVING TRUST, a trust existing under the laws of the Province of Alberta, by its trustee, SFLTCo Ltd. (the “Controlling Shareholder”)
ContractFirst Supplemental Indenture • August 16th, 2007 • Rogers Communications Inc • Cable & other pay television services • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of June 29, 2007 (this “Supplemental Indenture”), is by and among Rogers Cable Inc., a corporation organized under the laws of the Province of British Columbia, Canada (hereinafter called “Rogers Cable”), Rogers Cable Communications Inc., a corporation organized under the laws of the Province of Ontario and a wholly-owned subsidiary of Rogers Cable (hereinafter called “RCCI”) and The Bank of New York, a New York banking corporation, as trustee (successor to JPMorgan Chase Bank, N.A.) (hereinafter called the “Trustee”).
ContractSecond Supplemental Indenture • August 16th, 2007 • Rogers Communications Inc • Cable & other pay television services • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of June 29, 2007 (this “Supplemental Indenture”), is by and among Rogers Cable Inc., a corporation organized under the laws of Province of British Columbia, Canada (hereinafter called “Rogers Cable”), Rogers Cable Communications Inc., a corporation organized under the laws of the Province of Ontario and a wholly-owned subsidiary of Rogers Cable (hereinafter called “RCCI”) and The Bank of New York, a New York banking corporation, as trustee (successor to JPMorgan Chase Bank, N.A.) (hereinafter called the “Trustee”).
EXHIBIT 99.1 SUPPORT AGREEMENT This support agreement is made as of 19th day of September 2004 between Microcell Telecommunications Inc. (the "CORPORATION") and Rogers Wireless Communications Inc. (the "OFFEROR"). RECITALS A. This Agreement sets out...Support Agreement • September 22nd, 2004 • Rogers Communications Inc • Cable & other pay television services • Quebec
ROGERS COMMUNICATIONS INC., as BorrowerAssignment and Assumption • March 3rd, 2022 • Rogers Communications Inc • Cable & other pay television services • Alberta
Facility Assigned Aggregate Amount of Commitments / Advances for all Lenders1 Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 CUSIP Number
ROGERS COMMUNICATIONS INC., as issuer of the Notes, ROGERS COMMUNICATIONS CANADA INC., as a Guarantor and BNY TRUST COMPANY OF CANADA as Trustee TWENTY- SECOND SUPPLEMENTAL INDENTURE Dated as of September 21, 2023 to INDENTURE Dated as of May 26, 2009...Supplemental Indenture • September 21st, 2023 • Rogers Communications Inc • Cable & other pay television services • Ontario
TWENTY-SECOND SUPPLEMENTAL INDENTURE dated as of September 21, 2023 (this “Supplemental Indenture”), among Rogers Communications Inc., a corporation organized under the laws of the Province of British Columbia (hereinafter called the “Company”), Rogers Communications Canada Inc., a corporation organized under the laws of Canada (hereinafter called “RCCI”) and BNY Trust Company of Canada, a trust company existing and licensed under the federal laws of Canada, as trustee.
ROGERS COMMUNICATIONS INC., as issuer of the Notes, ROGERS COMMUNICATIONS PARTNERSHIP, as the Guarantor and THE BANK OF NEW YORK MELLON, as TrusteeFourth Supplemental Indenture • March 7th, 2013 • Rogers Communications Inc • Cable & other pay television services • New York
FOURTH SUPPLEMENTAL INDENTURE dated as of March 7, 2013 (this “Supplemental Indenture”), among Rogers Communications Inc., a corporation organized under the laws of the Province of British Columbia (hereinafter called the “Company”), Rogers Communications Partnership, an Ontario partnership (hereinafter called the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as trustee (hereinafter called the “Trustee”).
Binding Term Sheet between Rogers Wireless Inc. (“Wireless”) and Rogers Communications Inc. (“RCI”) FOR THE PROVISION OF CUSTOMER CARE SERVICES AND SALESRogers Communications Inc • November 26th, 2004 • Cable & other pay television services
* Enhanced Services sales results are from the WINCOMM report provided by the Wireless Commissions group. Reported unit numbers contain non-sales maintenance and dealer transactions. Effective July 2002, RCI Customer Care and Wireless Commissions will have implemented rules and procedures to rectify this situation.
ContractFirst Supplemental Indenture • August 16th, 2007 • Rogers Communications Inc • Cable & other pay television services • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of December 31, 2003 (this “Supplemental Indenture”), is by and among Rogers Cable Inc., a corporation organized under the laws of the Province of Ontario (hereinafter called “Rogers Cable”), Rogers Cable Communications Inc., a corporation organized under the laws of the Province of Ontario and a wholly-owned subsidiary of Rogers Cable (hereinafter called “RCCI”), and JPMorgan Chase Bank, a New York banking corporation, as trustee (hereinafter called the “Trustee”).
ROGERS COMMUNICATIONS INC., as issuer of the Notes, ROGERS COMMUNICATIONS CANADA INC., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee TWENTIETH SUPPLEMENTAL INDENTURE Dated as of February 9, 2024 to INDENTURE Dated as of August 6, 2008 5.30%...Twentieth Supplemental Indenture • February 9th, 2024 • Rogers Communications Inc • Cable & other pay television services • New York
TWENTIETH SUPPLEMENTAL INDENTURE dated as of February 9, 2024 (this “Supplemental Indenture”), among Rogers Communications Inc., a corporation organized under the laws of the Province of British Columbia (hereinafter called the “Company”), Rogers Communications Canada Inc., a corporation organized under the laws of Canada (hereinafter called “RCCI”), and The Bank of New York Mellon, a New York banking corporation, as trustee (hereinafter called the “Trustee”).
ROGERS WIRELESS INC., Issuer And JPMORGAN CHASE BANK, Trustee INDENTURE Dated as of February 20, 2004 6.375% Senior (Secured) Notes due 2014Pledge Agreement • August 16th, 2007 • Rogers Communications Inc • Cable & other pay television services
INDENTURE dated as of February 20, 2004 between Rogers Wireless Inc., a corporation organized under the Canada Business Corporations Act (hereinafter called the “Company”), and JPMorgan Chase Bank, a New York banking corporation, as trustee (hereinafter called the “Trustee”).
as issuer of the Notes under the Eighteenth Supplemental Indenture,Rogers Communications Inc • September 1st, 2022 • Cable & other pay television services • Ontario
FIRST AMENDING SUPPLEMENTAL INDENTURE TO THE EIGHTEENTH SUPPLEMENTAL INDENTURE dated as of September 1, 2022 (this “First Amending Supplemental Indenture”), among Rogers Communications Inc., a corporation organized under the laws of the Province of British Columbia (hereinafter called the “Company”), Rogers Communications Canada Inc., a corporation organized under the laws of Canada (hereinafter called the “Guarantor”) and BNY Trust Company of Canada, a trust company existing and licensed under the federal laws of Canada, as trustee.
ROGERS COMMUNICATIONS INC., as issuer of the Notes, ROGERS COMMUNICATIONS CANADA INC., as the Guarantor and THE BANK OF NEW YORK MELLON, as Trustee TWELFTH SUPPLEMENTAL INDENTURE Dated as of November 12, 2019 to INDENTURE Dated as of August 6, 2008...Twelfth Supplemental Indenture • November 12th, 2019 • Rogers Communications Inc • Cable & other pay television services • New York
TWELFTH SUPPLEMENTAL INDENTURE dated as of November 12, 2019 (this “Supplemental Indenture”), among Rogers Communications Inc., a corporation organized under the laws of the Province of British Columbia (hereinafter called the “Company”), Rogers Communications Canada Inc., a corporation existing under the laws of Canada (hereinafter called the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as trustee (hereinafter called the “Trustee”).
SHARE PURCHASE AGREEMENT VIDEOTRON LTD. – and – QUEBECOR INC. – and – ROGERS COMMUNICATIONS INC. – and – SHAW COMMUNICATIONS INC. – and – SHAW TELECOM INC. – and – FREEDOM MOBILE INC. August 12, 2022Share Purchase Agreement • August 19th, 2022 • Rogers Communications Inc • Cable & other pay television services • Ontario
WHEREAS, pursuant to the Arrangement Agreement, Rogers has agreed, subject to the terms and conditions set forth therein, to purchase all of the issued and outstanding shares in the capital of Shaw by way of a plan of arrangement under the provisions of the Business Corporations Act (Alberta) (the “Shaw Acquisition”);
ROGERS COMMUNICATIONS INC. AND THE LENDERS FROM TIME TO TIME PARTY TO THIS AGREEMENT AND THE BANK OF NOVA SCOTIA and THE TORONTO-DOMINION BANK Co-Lead Arrangers and Co-Administration Agents ROYAL BANK OF CANADA Syndication Agent CANADIAN IMPERIAL BANK...Agreement • July 12th, 2007 • Rogers Communications Inc • Cable & other pay television services
ROGERS COMMUNICATIONS INC., as issuer of the Notes, ROGERS COMMUNICATIONS CANADA INC., as the Guarantor and BNY TRUST COMPANY OF CANADA as Trustee FOURTEENTH SUPPLEMENTAL INDENTURE Dated as of March 31, 2020 to INDENTURE Dated as of May 26, 2009 3.65%...Fourteenth Supplemental Indenture • April 15th, 2020 • Rogers Communications Inc • Cable & other pay television services • Ontario
FOURTEENTH SUPPLEMENTAL INDENTURE dated as of March 31, 2020 (this “Supplemental Indenture”), among Rogers Communications Inc., a corporation organized under the laws of the Province of British Columbia (hereinafter called the “Company”), Rogers Communications Canada Inc., a corporation organized under the laws of Canada (hereinafter called the “Guarantor”) and BNY Trust Company of Canada, a trust company existing and licensed under the federal laws of Canada, as trustee.
THE LENDERS WHO ARE PARTIES TO THE CREDIT AGREEMENTCredit Agreement • March 7th, 2019 • Rogers Communications Inc • Cable & other pay television services
June 17, 2022 Rogers Communications Inc. Toronto, Ontario M4W 1G9 Attention: Tony Staffieri, President & Chief Executive Officer Re: Acquisition of Freedom Mobile Inc. Dear Mr. Staffieri:Rogers Communications Inc • June 21st, 2022 • Cable & other pay television services • Ontario
This agreement (together with the term sheet attached as Exhibit A hereto (the “Term Sheet”), in each case as amended from time to time in accordance with the terms hereof, this “Agreement”) sets out the essential terms and conditions upon which Quebecor Inc. (“Quebecor”), Rogers Communications Inc. (“Rogers”), and Shaw Communications Inc. (“Shaw”) and Shaw Telecom Inc. (“Shaw Telecom”, and, together with Quebecor, Rogers and Shaw, the “Parties”) will implement and effect (or cause to be implemented and effected) the transaction and other arrangements described in the Term Sheet (collectively, the “Transaction”), including the acquisition of all of the shares (the “Purchased Shares”) of Freedom Mobile Inc. by the Buyer (as defined in the Term Sheet).
ROGERS COMMUNICATIONS INC.,Rogers Communications Inc • February 11th, 2022 • Cable & other pay television services • New York
FIRST SUPPLEMENTAL INDENTURE dated as of February 11, 2022 (this “Supplemental Indenture”), between Rogers Communications Inc., a corporation organized under the laws of the Province of British Columbia (hereinafter called the “Company”) and The Bank of New York Mellon, a New York banking corporation, as trustee (hereinafter called the “Trustee”).
ROGERS COMMUNICATIONS CANADA INC., as the Guarantor and THE BANK OF NEW YORK MELLON, as Trustee ELEVENTH SUPPLEMENTAL INDENTURE Dated as of April 30, 2019 to INDENTURE Dated as of August 6, 2008 4.350% Senior Notes due 2049Eleventh Supplemental Indenture • May 1st, 2019 • Rogers Communications Inc • Cable & other pay television services • New York
ELEVENTH SUPPLEMENTAL INDENTURE dated as of April 30, 2019 (this “Supplemental Indenture”), among Rogers Communications Inc., a corporation organized under the laws of the Province of British Columbia (hereinafter called the “Company”), Rogers Communications Canada Inc., a corporation existing under the laws of Canada (hereinafter called the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as trustee (hereinafter called the “Trustee”).
