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Investor Presentaiton

Shaw Transaction • • On March 15, 2021, we announced an agreement with Shaw to acquire all of Shaw's issued and outstanding Class A Participating Shares and Class B Non-Voting Participating Shares for a price of $40.50 per share in cash, with the exception of the shares held by the Shaw Family Living Trust, the controlling shareholder of Shaw, and related persons (Shaw Family Shareholders). The Shaw Family Shareholders will receive 60% of the consideration for their shares in the form of RCI Class B Non-Voting common shares on the basis of the volume-weighted average trading price for such shares for the ten trading days ended March 12, 2021, and the balance in cash. The Transaction is valued at approximately $26 billion, including the assumption of approximately $6 billion of Shaw debt. Shareholders of Shaw voted in favour of acquisition in May 2021. Regulatory Approval Status: • • • Closing subject to regulatory approval from 3 separate regulators in Canada; CRTC (broadcast licences), ISED (spectrum), and Competition Bureau (competition review for Wireless / Cable / Broadcasting industries in Canada). о о Transfer of the broadcast distribution undertaking licences approved by CRTC in March 2022. In May 2022, the Competition Bureau announced it had filed applications to the Competition Tribunal opposing the Transaction and requesting an injunction to prevent closing of the Transaction until the Competition Bureau's application to challenge the transaction could be decided. Rogers and Shaw intend to continue to seek opportunities to work constructively with the Competition Bureau in an effort to reach a negotiated settlement. The Transaction continues to be reviewed by the Competition Bureau and ISED. GERS ROGERS OHE Shaw) FIS
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