Annual General Meeting Transcript - RCI 2026-04-22

Operator

Ladies and gentlemen, welcome to the Rogers Communications 2026 Annual General Meeting. I would now like to ask Matthew to offer a territorial welcome.

Matthew Murphy, Analyst — Mohawks of the Bay of Quinty

Welcome. My name is Matthew Murphy. I'm a proud member of the Rogers family and the Mohawks of the Bay of Quinty. I'm honoured to kick off the Rogers 2026 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 Anishabe, Mississaugas, and Haudenosaunee, other beings, clans, allied nations, and Mother Earth. Together, we are bound to share and protect this land. Kayan kayaka. Thank you.

Edward Rogers, Other

Matthew, thank you. It's an honor to have you here with us this morning. Good morning, ladies and gentlemen, and thank you for joining us here this morning and welcome you to our Sportsnet studios. My name is Edward Rogers, and I am executive chair of the board. I'm pleased to welcome you all to this year's annual shareholders meeting. I'd like to begin by thanking our CEO, Tony Staffieri, our leadership team, and all the people of Rogers across the country for your incredibly hard work and leadership that you continue to show every single day. In 2025, we delivered strong results and we led the industry across our core metrics. We ceded our guidance and we continue to lead in Canada. We achieve these results while operating in a highly competitive, slower growth environment with unfavorable regulatory conditions. Rogers started in 1960 in Toronto with the purchase of one radio station, CHFI, and for over 65 years we've continued to substantially invest to serve Canadians. My father and my grandfather before him had opportunities to grow their businesses south of the border in the United States. They both refused and stayed in Canada and doubled down in Canada, even when others wouldn't. Our investments in Canada have helped connect the country and fuel the transformation of entire industries. Our networks underpin the Canadian economy. Today, Rogers is Canada's communications sports and entertainment company. We have the best mix of assets and reach virtually all Canadians with services and experiences that are highly coveted. Our job is to continue to make strategic investments to position Rogers for success in the long term. Since 2023, we have completed two transformational deals. First was a $26 billion investment to bring Rogers and Shaw together in one company. That created one national communications company, expanded our wireline coverage, and strengthened our ability to compete and to invest, especially in Western Canada. Secondly, we invested $4.7 billion to become the majority owner of Maple Leaf Sports and Entertainment, and we plan to require the remaining 25% later this year. This builds on our already impressive sports portfolio that includes the Toronto Blue Jays, the NHL National Media Rights Deal, and the number one sports media brand in Canada, Sportsnet. These are not isolated transactions. They're part of a long-term plan. We've been assembling the best collection of assets in the country. Together, this new Rogers will deliver the best wireline and wireless networks in Canada, the best entertainment experiences, smart solutions to monitor your home and business. Together, we can offer something that no other company in Canada can match. We can connect networks, content, teams, and customer relationships into one ecosystem. Our vision is for every one of our businesses to work seamlessly as one team. Rogers customers will enjoy increasing benefits in telecom, sports, entertainment, and financial services. That means better experiences for customers, more engagement with our brands, and better long-term value for shareholders. We're investing in Canada and in Canadians, and we're connecting communities, creating jobs, and supporting growth. but companies like Rogers need a modern regulatory regime that rewards investment ensures fair and equitable competition unfortunately today the opposite is true the current approach is antiquated and creates an uneven playing field it makes it hard for companies to plan to build and to invest in the long term this is a capital intensive business with a long-term horizon for a return. At Rogers, we don't think in terms of months or a couple of years, but in the next 5 to 20 years. Regulatory certainty and stability absolutely matters. Today's telecom markets have never been more competitive, but at the same time, we've never had more regulation. The current approach imposes significant costs and uncertainty. Policy decisions do not reflect the cost of risk and the time required to build world-class networks across Canada. This includes the government's approach to wholesale Internet access. We've been waiting for over a decade for wholesale rates that properly compensate network builders. Now Rogers is being forced to provide our largest competitors with below-cost access to our networks. The new framework means cuts in capital investment, a loss of network construction jobs, and ultimately less comp competition, and that will result in higher prices for Canadians. In wireless, policies undermine innovation, investment, and sustainable competition. It becomes harder to justify investments when the regulatory environment makes them uneconomical or when the government effectively forces us to subsidize immensely profitable competitors. rules that realize innovation and innovate that uh that penalize innovation and investment in canada have never worked and they never will work investment slows jobs are lost network quality and innovation all suffer it's why we need smart modern policy that prioritizes investment in canada similarly competition and broadcasting has never been more intense we are competing against strong domestic players and global streaming giants that operate under a completely different set of rules in Canada against Canadians. We welcome competition. We just need policy so we can compete fairly. We've been waiting over five years for a framework that levels the playing field between Canadian companies and foreign streamers. Rogers and other telecom, cable, and media companies have paid billions of dollars to subsidize the domestic content production. Meanwhile, the large foreign streamers oppose making any meaningful contribution. We need to replace these antiquated rules with policies that reflect consumer viewing habits. Rogers is ready to continue to invest and continue to compete to deliver exceptional next generation services but we need a framework that supports rather than undermines these efforts in closing i'd again like to thank tony uh to thank to thank our board for their support and their commitment to to rogers i'd also again like to thank tony our senior leadership team and all the people across canada for your hard work your commitment to day deliver for our our customers, our shareholders and 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, Marissa Weiss, will act as a recording secretary. I now like to call the annual general meeting of shareholders of Rogers Communications to order. We will 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 the electronic ballot for any ballot that comes before this meeting. Shareholders who have already voted by proxy do not need to vote unless you wish to change your vote. For those attending online, a voting panel will appear on your screen when it is time to vote on any matter. After we attend to the business of today's meeting, we will close the formal part of the meeting and then our our President and Chief Executive Officer, Tony Staffieri, will make some comments. We'll 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 possible. 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 is invited to an informal reception that will be held at the Radio Café here at our 333 Bloor Street offices. This will provide an opportunity for you to meet and speak with members of our board and members of our management team. With that, I would now like to introduce my colleagues on the board who are present here today and ask that they stand and be recognized as I call their names. Michael Cooper, Trevor Anglish, Yvonne Fitzon, Robert Gemmel, Jan Innes, Diane Kazarian, Dr. Mohamed Leshemi, David Robinson, Lisa Rogers, Brad Shaw, our CEO Tony Staffieri, and John Tory. I would also like to recognize Chief Wayne Sparrow, who is attending today virtually. Moving on, I will now appoint the representatives in attendance from TSX Trust Company, Rogers Register and Transfer Agent, to act as scrutineers for this meeting. The notice calling this meeting and the proxy related to this meeting were mailed on March 20, 2026 to the shareholders of record as of March 3, 2026. 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 2025 annual report and financial statements having been made available to shareholders for notice and access under applicable securities laws. Unless there is any objection, I will dispense with the reading of the notice of the meeting. I have 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 a 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 the first item of business is the presentation of the company's 2025 annual report and consolidated financial statements copies 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 any 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 and now we will proceed with the election of the board. The nominating committee intends to nominate all the proposed directors whose names are contained in the meeting materials. I now call on Robert Gemmell to make the nominations. Robert. Thank you, Mr. Chair.

Robert Gemmell, Other

I nominate the following persons for election as directors of the company. Michael Cooper, Trevor English, Yvonne Fetsan, Robert Gemmell, Jan Innes, Diane Kazarian, Dr. Mohamed Lushemi, David Robinson, Edward Rogers, Lisa Rogers, Brad Shaw, Chief Wayne Sparrow, Tony Staffieri and John Torrey and move that they be elected directors to hold office until the next annual meeting of shareholders. I, David Robinson, second the motion.

Edward Rogers, Other

Are there any further nominations? Given that there are no additional nominations, I declare the nominations now closed. Having heard the nominations, is there any discussion? Management has received proxies representing approximately 97 percent of the corporation's class a shares those proxies direct me to vote over 97 percent of the class a shares in favor of each of the directors nominated i request a poll be taken as a poll has been requested and 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 are a registered holder of class a shares or duly appointed proxy holder please record your vote for 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 on a virtual basis if you've already voted or sent in your proxy there's 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 that all individuals nominated have been elected directors of rogers communications inc until the next annual meeting the final voting results will be released later today the next issue of business is a resolution appointing the external auditors of Rogers Communications. I now call on Robert Gemmel to make the motion with respect to the appointment of auditors.

Robert Gemmell, Other

Thank you again, 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.

Edward Rogers, Other

Robinson seconded the motion. 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're a registered holder of Class A shares or duly appointed proxy holder, please record your vote now for the auditors now via the voting keypad provided if attending in person or on the online platform if attending virtually. If you have already voted or sent in your proxy there's 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 there's no further action needed. Ladies and gentlemen, as there's no other 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're 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 your messaging screen, and then click 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 Roger's 2025 annual report in first quarter 2026 MD&A regarding the various factors, assumptions and risks that could cause our actual 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

Tony Staffieri, CEO

and good morning everyone welcome to our sports net studio and the rogers 2026 annual general meeting 2025 marked our fourth straight year of industry leading results we attracted the most combined wireless and internet net subscribers we outperformed our competitors with the best wireless and cable margins we delivered exceptional results in our growing sports and media business we delivered and exceeded on our 2025 guidance for growth profitability and capital efficiency and we reduced our debt leverage ratio to 3.9 times we committed to get to pre-shaw levels in three years and we delivered on our commitment nine months early we achieved these results while making consequential investments to transform Rogers and drive growth long-term. This morning, we released our first quarter results, reflecting disciplined execution and steady results across our three lines of business. We delivered these results despite lower immigration and shrinking population. We also delivered these results in a highly competitive and aggressive pricing market. And we delivered these results while facing significant regulatory hurdles, hurdles that directly impede investment in Canada's digital infrastructure. Networks are the backbone of our economy. They are Canada's modern-day railroad, and you cannot have a strong economy without strong networks. We operate in a capital-intensive sector, a sector that requires long-term investment cycles and regulatory policy that supports them. Yet, at every turn, we face changing regulatory decisions that undermine investment, decisions that increase costs, reduce revenue, and create market uncertainty, decisions that reinforce an uneven playing field and don't reflect smart, modern regulation that ensures companies like Rogers can compete fairly and equitably. As we look to the next few years, we have sharpened our strategy to reflect these market realities we have a clear three-point plan to win and lead it starts with our capital expenditures and cost structure we have completed a major investment cycle over the past three years we have built canada's best networks and we will continue to deliver the best network experience but some projects are simply uneconomical and will be cut it is no longer realistic to sustain the same level of capital investment this morning we announced plans to reduce our capital expenditures by 30 percent compared to last year we also announced plans to accelerate debt reduction with a higher free cash flow target at the same time we will ensure our cost structure reflects the realities of the operating environment this includes clear prioritization and operational efficiency for example we're making investments in digital tools and a genic ai to reduce costs and improve customer service in times of uncertainty both capital and operating costs must fall in line with market realities second is our plan to drive growth in our core connectivity business we have canada's only independently owned national wireline and wireless networks we have the most reliable networks and we have the most coverage with rogers satellite given our scale and reach we have a clear advantage to grow the number of customers that use all our services today six and ten households have a relationship with rogers multi-product households bring in more revenue and more loyal customers so we're focused on growing the number of of multi-product customers and targeting them with compelling offers along with cross-product sales and support. Third is sports. We have one of the best sports portfolios in the world. The scale and profitability of our sports business is already impressive. With Sportsnet, we deliver the best live sports, and our new 12-year deal with the NHL will reflect 24 years of consecutive media rights ownership NHL hockey is a big reason Sportsnet is the number one sports media brand in the country we own the Toronto Blue Jays and we are majority owner of MLSC and their iconic teams including the Toronto Maple Leafs and the Toronto Raptors and we have plans to acquire the remaining 25% of MLSC later this year we plan to bring in capital from outside investors and use those proceeds to further bolster our balance sheet. We plan to monetize our sports investments with the same discipline you have seen over the past year to grow revenue and profit and continue to de-lever our balance sheet. Our sports properties have significantly appreciated in value and we expect them to continue to appreciate after we complete the mlsc transaction we estimate the total value of our sports and media assets will be in excess of 25 billion dollars taking a step back the strategic value of sports is even greater when you bring them together with our communications assets it is a competitive advantage that cannot be replicated we are the largest cable and wireless operate we are a sports and entertainment powerhouse with the most coveted content and we have the best entertainment platform with rogers xfinity our content reaches more than 30 million canadians every single month 70 of canadians are sports fans 80 are live music fans there is a significant opportunity to leverage our ownership of these assets to give all of our rogers customers a meaningful value proposition There's also a significant opportunity to create a truly unique and compelling loyalty program that rewards our customers for their tenure. Rogers Beyond the Seat will bring our assets together. It will give our customers access to tickets and discounts, to the hottest shows and sporting events, along with in-venue upgrades, priority access, and once-in-a-lifetime experiences, like Taylor Swift or the World Series. companies. Brands all around the world are trying to create compelling loyalty programs by partnering with other brands. We have some of the most coveted assets all under one roof. We aren't just assembling a collection of assets, we're maximizing our mix of assets to compete and differentiate in a very crowded competitive market to give Canadians more reasons to choose Rogers. As a company, we are on the cusp of a major transformation to become one of the most iconic communications, sports and entertainment companies in the world. In closing, I remain bullish about our future. While we face headwinds today, we have a proven track record of leading and winning in our businesses. We have led the industry in the last several years and we have a clear plan to win in the next several years. have the best assets and the right strategy. We will execute with discipline, invest in key growth areas, monetize our sports business, and maximize our assets. I would like to thank Edward and the board for their support, our team for their relentless dedication, and our shareholders

Edward Rogers, Other

for their confidence. Thank you. Thank you, Tony. With that, we will now address any questions from share shareholders. Only questions of interest from all shareholders will be addressed. If your question is related to a personal matter, a Rogers 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 topic or questions. We will do our best to answer all questions. If we're unable to answer your online question live, we will contact you after the meeting to follow up. If any shareholder in the room has a question, please rise, wait to be recognized, and identify yourself as either a Rogers shareholder or proxy holder. And because this part of the proceeding is also being webcast, please wait for a microphone to be handed to you before asking your questions. Now, are there any questions?

Jigjeet Arneja, Analyst — Shareholder

Good morning. My name is Jigjeet Arneja. I'm one of the Rogers shareholders. First, a small comment. I would commend the entire board and the worthy chairman, Mr. Edward Rogers, for spectacular quarterly results, Q1. I believe I'm blown away and the market is rewarding Rogers for that. Now, I have two questions for Tony. So, Tony, my first question is, how Rogers' deleveraging plan or path will work, and what's the end goal of this path? As we are currently sitting at 3.8x, and is it achievable in the light of Rogers' plan of acquiring remaining 25% of MLSE this year? Can I start my second question, or would you answer the first question first?

Tony Staffieri, CEO

I'll answer the first question for you. We're very committed, and we've been very public about delivering. As you heard this morning, we had committed on the closing of Shaw to return to pre-Shaw levels within three years. We did that nine months early. We continue to have a plan to continue to deliver, notwithstanding the additional investments we have and will make in sports and entertainment. You've heard that we intend to bring in external investors for a minority interest in the sports and entertainment business and we'll apply those funds directly to reduce debt you also heard this morning our plan to increase cash flow cash flow that we will continue to apply to the reduction of debt so we have a very clear plan on how we intend to grow and apply the growth in cash flow to the reduction of debt and we're confident that we'll continue to deliver over the next several years and achieve the stated targets

Jigjeet Arneja, Analyst — Shareholder

that we have. Thank you, Tony. My next question is, is our market assigning any valuation to MLSC right now? Because right now our stock price is trading at $49 and up.

Tony Staffieri, CEO

Yeah, that's my next question. You heard this morning, you know, the assets, once we close the remaining 25% in MLSC, and you look at those assets combined with our other assets, the Toronto blue jays sportsnet and other tv radio and media assets we estimate that we have a total sports and entertainment business that is valued in excess of 25 billion dollars today virtually none of that is reflected in our share price and so we'll continue to work with ways to monetize some of that investment and surface the value for our shareholders thank you and my last question

Jigjeet Arneja, Analyst — Shareholder

as you acknowledged in view of significant reduction in immigration levels in Canada in 2026, is our revenue growth sustainable? If yes, how? Thank you. Thank you. We absolutely believe

Tony Staffieri, CEO

it is. We expect and drive to grow every single one of our businesses. Population growth has been a big contributor to both wireless and cable growth. In the wireless segment, we continue to see growth in the size of the market in the two to two and a half percent range and while population is roughly flat the growth comes from increased penetration more cell phones within families in the household and so we lag some of our peers to the U.S. in terms of penetration but we've been on a very steady rise much like they have and so we have confidence that penetration rates will continue to drive that growth as I said in the two to two and a half percent range on the cable side that's largely driven by housing and what we continue to see and you saw that in this morning's results is homes past growing by about three percent now a lot of that almost all of that is really driven by projects that were in flight the rate of growth of households past over the next several quarters will moderate as construction largely came to a major slowdown but in the fullness of time we expect that to continue to pick up and as we've seen in the past and so we'll continue to seek and earn the appropriate market share from that growing market that's what's going to fuel and drive continued revenue growth for Rogers. Thank you. Paul seeing

Edward Rogers, Other

no other questions uh do we have any online questions or there's one there's one in the back

Bob Sion, Analyst — Shareholder

I see sorry good morning my name is Bob Sion I'm a shareholder this question is to both Tony and Edward in view of the bullish feeling about the future can you tell us when the Leafs are going

Edward Rogers, Other

to win the Stanley Cup? Any speculation would be fine. I think this is a very appropriate

Tony Staffieri, CEO

question for Tony Staffier to answer. Bob, thank you, Mr. Chairman. Bob, let me say, we put a win into the budget. I'm not going to say which year, but it's close. We're feeling very good about it yeah mr chair there are no questions online okay thank you paul thank you

Edward Rogers, Other

ladies and gentlemen as there are no further questions this concludes the rogers annual general meeting and discussion today we now invite all of you in attendance in person to join us with our board members and senior management team for an informal uh reception that will be held at the Radio Cafe here at our offices at 333 Bloor Street. Thank you for your interest in Rogers and thank you for taking time today to join us. Thank you.