0001193125-19-117128 Sample Contracts

ROGERS COMMUNICATIONS INC. UNDERWRITING AGREEMENT
Underwriting Agreement • April 24th, 2019 • Rogers Communications Inc • Cable & other pay television services • New York

On April 23, 2019, Rogers Communications Inc. (“RCI”) priced a Canadian offering of Cdn$1,000,000,000 aggregate principal amount of 3.250% senior notes due 2029 (the “Canadian Notes”). The Canadian Notes, which will be issued by RCI and guaranteed on an unsecured, unsubordinated basis by Rogers Communications Canada Inc., will constitute the expected additional debt described under the heading “Summary of the Offering—Expected Additional Debt” and elsewhere in the Preliminary Prospectus Supplement. The Canadian Notes are being offered only by means of a prospectus supplement and related base prospectus in each of the provinces of Canada. The offering of the Canadian Notes is not being made in the United States. Conforming changes are deemed to be made throughout the Preliminary Prospectus Supplement to reflect the offering of the Canadian Notes.

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