Undertakings of Rogers Communications Inc. related to its public commitments and agreement with His Majesty the King in right of Canada, as represented by the Minister of Industry

From: Innovation, Science and Economic Development Canada

Whereas on March 13, 2021, Rogers Communications Inc. ("Rogers") entered into an agreement to acquire all of the issued and outstanding shares of Shaw Communications Inc. ("Shaw")

And whereas on March 15, 2021, Rogers publicly announced its acquisition of Shaw, along with the investment of $1 billion to connect rural, remote and Indigenous communities across British Columbia, Alberta, Saskatchewan and Manitoba ("Western Canada") in order to close critical connectivity gaps faster for underserved areas (the "Connectivity Investment Commitment")

And whereas , Rogers has also made public commitments to invest $2.5 billion to expand 5G Coverage, and to invest $3 billion dollars in additional network, services and technology, including the expansion of its Cable networks (the Additional Network Investments Commitment")

And whereas Rogers has also committed to making wireless and home internet services more accessible by expanding its Connected for Success program (the "Connected for Success Commitment")

And whereas, Rogers has also committed to maintain a strong presence in Western Canada, including the creation of up to 3,000 new jobs and to maintain a Western Canada Headquarters in Calgary (the "Western Presence Commitment")

And whereas, Rogers has also committed to offer wireless plans to Shaw Mobile customers (as at the Closing Date as defined below) with the same terms and conditions (including eligibility) as the current Shaw Mobile plans (the "Shaw Mobile Pricing Commitment")

Now therefore, for good and valuable consideration which is hereby acknowledged, Rogers hereby undertakes and agrees to the following:

1. Within 5 years of the date of closing Rogers' acquisition of Shaw (the "Closing Date"), Rogers will invest in the Connectivity Investment Commitment in the amount of $ 1 billion (all dollar amounts referenced in this Agreement shall be in Canadian dollars) as set out herein:

   • 1.1 Rogers will target the Connectivity Investment Commitment to make broadband internet available where broadband internet at a minimum 50mbps download/10mbps upload speeds is not currently available and to make 5G mobile service available where mobile service using Long-Term Evolution ("LTE") is not available.

   • 1.2 Where Rogers provides broadband internet through the Connectivity Investment Commitment, such broadband internet will be at minimum 50mbps download/10mbps upload speeds and include an unlimited data option. Where Rogers provides mobile service through the Connectivity Investment Commitment, it will make 5G services available.  Rogers agrees that the pricing for services offered as part of the Connectivity Investment Commitment should not exceed the pricing for the same or similar services in urban areas in the relevant province until the tenth anniversary of the Closing Date.

   • 1.3 In implementing the Connectivity Investment Commitment, Rogers will consult with Indigenous communities to create Indigenous-owned and operated Internet Service Providers, which would leverage Rogers' expanded networks and capabilities to create sustainable, local connectivity solutions. Also, Rogers and the department of Innovation Science and Economic Development Canada ("ISED") will cooperate in identifying eligible areas for the Connectivity Investment Commitment, including coordinating efforts with other appropriate government bodies.

   • 1.4 The Connectivity Investment Commitment may include funds committed to existing coverage and planned projects after the date of this agreement (the "Agreement"), provided that such projects are consistent with the objectives of the Connectivity Investment Commitment. The Connectivity Investment Commitment may include Rogers' participation in government programs, in which case Rogers' investment (net of any government assistance or subsidy) will be included in accounting for its investment under the Connectivity Investment Commitment.

2. Additionally, within 5 years of the date of the Closing Date, Rogers will invest in the Additional Network Investments Commitment as set out herein:

   • 2.1 Rogers will invest at least $2.5 billion to enhance and expand 5G coverage in Western Canada.

   • 2.2 In addition to the expansion 5G Coverage set out above, Rogers will invest at least $3 billion in additional network, services and technology investments, including in the expansion of its cable network.

3. Additionally, within 5 years of the date of the Closing Date, Rogers will honour the Connected for Success Commitment by expanding the current Connected for Success High-Speed Internet program to low-income Canadians across Western Canada and implementing a new Connected for Success wireless program for low-income Canadians across Canada so that the Connected for Success program will be available to more than 2.5 million eligible Canadians. Recipients of the Rogers Connected for Success program include rent-geared-to-income tenants of non-profit housing partner organizations, eligible individuals receiving provincial income or disability support, recipients of the resettlement assistance program, First Nations members in receipt of social assistance, and seniors receiving the Federal Guaranteed Income Supplement. Rogers will promote the Connected for Success and Connecting Families programs on a quarterly basis (for example through bill messages or public service announcements).
4. Rogers will honour the Western Presence Commitment as set out herein:

   • 4.1  After the Closing Date, Rogers will establish its Western Canada Headquarters in Calgary, Alberta and shall maintain Calgary as its Western Canada Headquarters for at least ten  years after the Closing Date.

   • 4.2 Rogers shall create 3,000 new jobs in Western Canada over the period of time from the Closing Date to five years after the Closing Date and Rogers agrees to maintain that number of jobs until at least ten years after the Closing Date.

5. In addition, Rogers agrees to honour the Shaw Mobile Pricing Commitment by offering wireless plans to Shaw Mobile customers as at the Closing Date with the same terms and conditions (including eligibility) as the current Shaw Mobile plans for five years following the Closing Date.   Rogers also agrees to include the Shaw Mobile Pricing Commitment in its terms of service with all Shaw Mobile customers as at the Closing Date.

6. Rogers agrees that it will report to ISED and to the public every year, starting with the first anniversary date of the Closing Date and ending on the earlier of (i) such time as Rogers has honoured all of the commitments herein and (ii) the tenth anniversary of the Closing Date (the "Final Reporting Date"), on the specific progress it has made towards the commitments in this agreement as follows (provided that (i) Rogers will not be required to publicly disclose any information that Rogers reasonably deems competitively or otherwise sensitive in connection with such reporting and (ii) Rogers may cease reporting in respect of any particular commitment once such commitment has been satisfied):

   • 6.1 Rogers will make each annual report publicly available on its website until the Final Reporting Date.

   • 6.2 When reporting on the Connectivity Investment Commitment the annual report must include, at minimum, the amount of money expended, rolling multi-year forward plan, incremental coverage (including homes and kilometers of road with new mobile coverage) services and pricing available. Rogers will also provide geographic information system coverage data of these investments to ISED in the format of that required by the Universal Broadband Fund or mutually agreed alternative.

   • 6.3 When reporting on the Additional Network Investments Commitment the annual report must include, at minimum, the amount of money expended and where those investments have been made.   Rogers will also provide geographic information system coverage data of these investments to ISED in the format of that required by the Universal Broadband Fund or mutually agreed alternative.

   • 6.4 Rogers must also report annually on the expansion, availability and uptake of the Connected for Success program in relation to the Connected for Success Commitment.

   • 6.5 Rogers must also report annually on new jobs related to the Western Presence Commitment.

7. Rogers acknowledges the mandate of the Minister of Innovation, Science and Industry (the "Minister") of accelerating broadband delivery by implementing a "use it or lose it" approach to require those that have  obtained specrum licences to meet their deployment requirements or risk losing their spectrum licences.

8. In recognition of the legally binding commitments in this Agreement, Rogers agrees that it will be liable to pay the Minister a pre-liquidated sum of  $100 million dollars for every year (beginning on the first anniversary of the Closing Date) in which any material element of any commitment outlined in this Agreement is not met or remains unfulfilled upon written notice by the Minister, provided that, in all circumstances, the total pre-liquidated sum payable by Rogers to the Minister in connection with this Agreement will not exceed (i) $100 million per year and (ii) $1 billion in the aggregate. The Minister acknowledges that Rogers will not be liable for any amount in connection with this Agreement (including this Section 8) following the tenth anniversary of the Closing Date. For greater certainty, where a binding commitment must be fulfilled within a certain time period (for example, "within 5 years of the Closing Date"), Rogers will not be liable and no amount will be payable or owing by Rogers in respect of such commitment for the years preceding the time at which such period has expired (in the example, on the fifth anniversary of the Closing Date).

9. Rogers shall not be considered in default or breach of this Agreement, shall be excused from performance of any commitment or obligation, and shall be not be liable for any amount under any provision of this Agreement (including any pre-liquidated sum) if Rogers is delayed in or prevented from performing or carrying out any of the commitments or obligations of this Agreement arising out of, in connection with, or in respect of any factor or circumstance reasonably beyond Rogers' control, including (without limiting the generality of the foregoing) any act, omission, or circumstance by or in consequence of any act of God, labour disturbance, sabotage, failure or delay of contractors or suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment(in each case, a "Force Majeure Event"). Rogers shall provide the Minister with notice in writing of a Force Majeure Event as soon as reasonably practicable specifying the cause of the event and its impact on Rogers' obligations and commitments under this Agreement.

10. The Minister and Rogers agree that the laws of Ontario shall apply to this Agreement. The Minister and Rogers agree that any dispute arising from or related to the interpretation of this Agreement may be resolved by binding arbitration between the parties in accordance with the The Commercial Arbitration Act R.S.C., 1985 and conducted by a single arbitrator.

11. This Agreement is binding upon Rogers and the Minister, and their respective successors and permitted assigns.

12. No amendment to this Agreement shall be effective unless it is made in writing and signed by Rogers and the Minister, such consent not to be unreasonably withheld.

13. Any notice required or permitted to be given in connection with this Agreement shall be in writing and shall be sufficiently given if delivered (whether in person, by courier service, mail or electronically):

    1. To Rogers at:

       Rogers Communications Inc.
       333 Bloor St. East, 10th Floor
       Toronto, Ontario M4W 1G9

       Attention: Chief Legal Officer
       Email: legal.notices@rci.rogers.com

    2. To the Minister at:

       Innovation, Science and Economic Development Canada
       235 Queen Street (6th Floor, East Tower)
       Ottawa, Ontario K1A 0H5

       Attention: Director General, Spectrum Management Operations Branch
       Email: spectrumoperations-operationsduspectre@ised-isde.gc.ca

14. This Agreement may be signed in counterparts and such counterparts may be delivered by acceptable electronic transmission, including portable document format (PDF), each of which when executed and delivered is deemed to be an original, and when taken together, will constitute one and the same Agreement. Rogers and the Minister acknowledge that the individuals signing below are duly and validly authorized by them to sign this agreement and that, once signed and delivered, the Agreement will constitute a legal, valid and binding obligation that is enforceable in accordance with its terms.