RCI Rogers Communications Inc

RCI may, at its option, redeem the Notes of any series, in whole at any time or in part from time to time, (i) on any day in the period commencing on and including the date that is 60 days prior to the applicable Initial Interest Rate Reset Date and ending on and including the applicable Initial Interest Rate Reset Date and (ii) after the applicable Initial Interest Rate Reset Date, on any Interest Payment Date, in each case, at a redemption price equal to 100% of the principal amount of the Notes of the applicable series redeemed together with accrued and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date fixed for redemption. At any time within 90 days following the occurrence of a Tax Event (as defined in “Description of Notes—Redemption on Tax Event or Rating Event”), RCI may, at its option, redeem all (but not less than all) of the Notes of any series at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date fixed for redemption. At any time within 90 days following the occurrence of a Rating Event (as defined in “Description of Notes— Redemption on Tax Event or Rating Event”), RCI may, at its option, redeem all (but not less than all) of the Notes of any series at a redemption price equal to 102% of the principal amount thereof, together with accrued and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date fixed for redemption.

The Notes will be unsecured, subordinated obligations of RCI and will rank equally with its other unsecured, subordinated debt. The payment of principal, premium, if any, and interest on the Notes will be subordinated in right of payment to the prior payment in full of all Senior Indebtedness (as defined below) as described under “Description of Notes—Subordination”. The Notes will also be structurally subordinated to all debt and other liabilities of, and guarantees by, RCI’s subsidiaries.

Investing in the Notes involves substantial risks that should be carefully considered by a prospective purchaser before purchasing the Notes. See the “Risk Factors” section on page 18 of the accompanying prospectus, as well as “Risks Related to the Notes” beginning on page S-6 of this prospectus supplement.

This offering is made by a foreign issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this prospectus supplement and the accompanying prospectus in accordance with the disclosure requirements of its home country. Prospective investors should be aware that such requirements are different from those of the United States. The financial statements included or incorporated herein have been prepared in accordance with foreign generally accepted accounting principles and thus may not be comparable to financial statements of United States companies.

Prospective investors should be aware that the acquisition of the Notes described herein may have tax consequences both in the United States and in the home country of the Registrant. Such consequences for investors who are resident in, or citizens of, the United States may not be described fully herein. You should read the tax discussions under “Material U.S. Federal Income Tax Considerations” and “Material Canadian Federal Income Tax Considerations” in this prospectus supplement, and consult with your tax advisor.

The enforcement by investors of civil liabilities under the federal securities laws may be affected adversely by the fact that the Registrant is organized under the laws of a foreign country, that some or all of their officers and directors may be residents of a foreign country, that some or all of the underwriters or experts named in the registration statement may be residents of a foreign country and

that all or a substantial portion of the assets of the Registrant and said persons may be located outside the

United States.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Notes offered hereby have not been qualified for distribution by prospectus under the securities laws of any province or territory of Canada and are not being offered in Canada or to any resident of Canada. See “Underwriting”.

The underwriters, as principals, conditionally offer the Notes, subject to prior sale, if, as and when issued by us, and accepted by the underwriters in accordance with the conditions contained in the underwriting agreement referred to under “Underwriting” in this prospectus supplement. The underwriters may sell the Notes for less than the initial offering price in circumstances discussed under “Underwriting”. In addition, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Notes at levels other than those that might otherwise prevail on the open market. Such transactions, if commenced, may be discontinued at any time without notice. See “Underwriting”.

There is currently no market through which the Notes may be sold and purchasers may not be able to resell the Notes purchased under this prospectus supplement. This may affect the pricing of the Notes in the secondary market, the transparency and availability of trading prices, the liquidity of the Notes, and the extent of issuer regulation. See “Risks Related to the Notes”.

The underwriters expect to deliver the Notes to purchasers on or about    , 2025, through the book-entry facilities of The Depository Trust Company and its direct and indirect participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme, Luxembourg (“Clearstream”).

Joint Book-Running Managers

February,   2025

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT

AND THE ACCOMPANYING PROSPECTUS

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the Notes that we are offering and also adds to and updates certain information contained in the accompanying short form base shelf prospectus and the documents incorporated by reference therein. The second part is the accompanying short form base shelf prospectus dated July 26, 2023, which gives more general information, some of which may not apply to the Notes we are offering pursuant to this prospectus supplement. The accompanying short form base shelf prospectus is referred to as the “prospectus” or the “accompanying prospectus” in this prospectus supplement.

If the description of the Notes varies between this prospectus supplement and the prospectus, you should rely on the information in this prospectus supplement.

You should rely only on the information contained in or incorporated by reference into the prospectus, as supplemented by this prospectus supplement, and on other information included in the registration statement of which this prospectus supplement and the prospectus form a part. We have not, and the underwriters have not, authorized any other person to provide you with information that is different. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information in this prospectus supplement and the prospectus, including the information in any document incorporated by reference therein, as supplemented hereby, is accurate only as of the date of the document containing the information.

Except as set forth under “Summary of the Offering” and “Description of the Notes” or unless the context otherwise requires, in this prospectus supplement (excluding the documents incorporated by reference into the prospectus as supplemented by this prospectus supplement) the terms “Company”, “we”, “us” and “our” refer to Rogers Communications Inc. and its subsidiaries, the term “RCI” refers to Rogers Communications Inc. and not any of its subsidiaries, references to Canadian dollars, dollars, “Cdn$” and “$” are to the currency of Canada and references to U.S. dollars or “US$” are to the currency of the United States.

The annual consolidated financial statements of RCI incorporated by reference into the prospectus, as supplemented by this prospectus supplement, and of Shaw Communications Inc. (“Shaw”) incorporated into our Business Acquisition Report (as defined below) have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and are stated in Canadian dollars. The unaudited interim condensed consolidated financial statements of RCI incorporated into the prospectus and of Shaw incorporated into our Business Acquisition Report have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board.

TABLE OF CONTENTS

Prospectus Supplement

Prospectus

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DOCUMENTS INCLUDED AND INCORPORATED BY REFERENCE

This prospectus supplement is deemed to be incorporated by reference in the prospectus solely for the purpose of the offering of the Notes hereunder. Other documents are also incorporated, or are deemed to be incorporated, by reference into the prospectus and reference should be made to the prospectus for full particulars thereof.

The following documents filed by us with the Ontario Securities Commission (the “OSC”) under the Securities Act (Ontario) and filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) by us under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), are specifically incorporated by reference into, and form an integral part of, the prospectus, as supplemented by this prospectus supplement (except that any description of our credit ratings in any of the following documents shall not be incorporated by reference into the prospectus, as supplemented by this prospectus supplement):

Any documents of the types required to be incorporated by reference in a short form prospectus pursuant to Section 11.1 of Form 44-101F1 — Short Form Prospectus, including any documents of the types referred to above (excluding confidential material change reports), filed with or furnished to the SEC by us after the date of this prospectus supplement and prior to the termination of this offering will be deemed to be incorporated by reference into the prospectus, as supplemented by this prospectus supplement (except that any description of our credit ratings in any such document or report shall not be deemed to be incorporated by reference into the prospectus, as supplemented by this prospectus supplement). In addition, any other documents filed with or furnished to the SEC in our reports on Form 6-K or annual report on Form 40-F (or any respective successor form) after the date of this prospectus supplement and prior to the termination of this offering shall be deemed to be incorporated by reference into the prospectus, as supplemented by this prospectus supplement, and the registration statement of which the prospectus and this prospectus supplement form a part if and to the extent expressly provided in such reports.

Excerpts from our press release dated January 30, 2025, in respect of our unaudited financial and operating results for the fourth quarter and year ended December 31, 2024 (such press release, our “Q4 Earnings Release”), are included in Appendix A to this prospectus supplement (the information included in Appendix A is referred to herein as the “Q4 Information”). Appendix A is included in, and forms an integral part of, this prospectus supplement. The Q4 Information has been prepared by, and is the responsibility of, management. KPMG LLP has not audited, reviewed, compiled or performed any procedures with respect to the Q4 Information. Accordingly, KPMG LLP does not express an opinion or any other form of assurance with respect thereto. As a result, the audited results we will report as of and for the year ended December 31, 2024 may differ from the unaudited results for that period set forth in Appendix A. The Q4 Information should be read in conjunction with our Annual Financial Statements, 2023 Annual MD&A, Interim Financial Statements and Q3 2024 Interim MD&A. Information as of and for the fourth quarter and year ended December 31, 2024 is not necessarily indicative of results for any other period.

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Any statement contained in this prospectus supplement, the prospectus or in a document incorporated or deemed to be incorporated by reference into the prospectus, as supplemented by this prospectus supplement, shall be deemed to be modified or superseded for the purposes of this prospectus supplement and the prospectus to the extent that a statement contained in this prospectus supplement, or in any subsequently filed document which also is or is deemed to be incorporated by reference into the prospectus, as supplemented by this prospectus supplement, modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of the prospectus or this prospectus supplement except as so modified or superseded.

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WHERE YOU CAN FIND MORE INFORMATION

Information has been incorporated by reference in the prospectus, as supplemented by this prospectus supplement, from documents filed with the OSC and filed with or furnished to the SEC (see “Documents Incorporated by Reference”). Copies of the documents incorporated by reference into the prospectus, as supplemented by this prospectus supplement, may be obtained on request without charge from the Secretary of Rogers Communications Inc. at 333 Bloor Street East, 10th Floor, Toronto, Ontario, M4W 1G9, Canada, Tel: 416-935-7777.

In addition to our continuous disclosure obligations under the securities laws of the provinces of Canada, we are subject to the informational requirements of the Exchange Act and, in accordance therewith, file and furnish reports and other information with or to the SEC. Our recent SEC filings may be obtained over the Internet at the SEC’s website at www.sec.gov. Copies of reports and other information concerning us may also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

EXCHANGE RATES

The following tables set forth, with respect to each period indicated, (i) the high and low exchange rates for such period, (ii) the average of the daily exchange rates during such period, and (iii) the exchange rate at the end of such period, in each case based on the rate of exchange published by the Bank of Canada. These rates are set forth as United States dollars per $1.00. On February 4, 2025, the rate of exchange published by the Bank of Canada was US$0.6971 per $1.00.

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FORWARD-LOOKING INFORMATION

This prospectus supplement and the accompanying prospectus (including certain documents incorporated by reference therein, as supplemented hereby) includes “forward-looking information”, within the meaning of applicable Canadian securities laws, and “forward-looking statements”, within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as “forward-looking information” or “forward- looking statements”), and assumptions about, among other things, our business, operations, and financial performance and condition. This forward-looking information and these assumptions include, but are not limited to, statements about our objectives and strategies to achieve those objectives, and about our beliefs, plans, expectations, anticipations, estimates, or intentions. This forward-looking information also includes forecasts and projections relating to, among others, revenue, total service revenue, adjusted EBITDA, capital expenditures, cash income tax payments, free cash flow, dividend payments, the growth of new products and services, expected growth in subscribers and the services to which they subscribe, the cost of acquiring and retaining subscribers and deployment of new services, continued cost reductions and efficiency improvements, the proposed $7 billion structured equity investment, including its expected terms and the use of proceeds therefrom, our debt leverage ratio and how we intend to manage that ratio, the completion and financing of our pending acquisition of BCE Inc.’s indirect ownership stake in Maple Leaf Sports & Entertainment Inc. (the “MLSE Transaction”) and all other statements that are not historical facts.

Statements containing forward-looking information typically include words like “could”, “expect”, “may”, “anticipate”, “assume”, “believe”, “intend”, “estimate”, “plan”, “project”, “guidance”, “outlook”, “target” and similar expressions. Statements containing forward-looking information include conclusions, forecasts and projections that are based on our current objectives and strategies and on estimates, expectations, assumptions and other factors that we believe to have been reasonable at the time they were applied but may prove to be incorrect, and the following factors, among others: general economic and industry conditions, including the effects of inflation, currency exchange rates and interest rates, product pricing levels and competitive intensity, subscriber growth, pricing, usage and churn rates, changes in government regulation, technology and network deployment, availability of devices, timing of new product launches, content and equipment costs, the integration of acquisitions and industry structure and stability. Except as otherwise indicated, forward-looking information in this prospectus supplement and the accompanying prospectus (including the documents incorporated by reference therein, as supplemented hereby) does not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations, or other transactions that may be considered or announced or may occur after the date on which the statement containing the forward-looking information is made.

We caution that all forward-looking information, including any statement regarding our current objectives, strategies and intentions and any factor, assumption, estimate or expectation underlying forward-looking information, is inherently subject to change and uncertainty. Actual events and results can be substantially different from what is expressed or implied by forward-looking information as a result of risks, uncertainties, and other factors, many of which are beyond our control, including, but not limited to:

S-v

These risks, uncertainties and other factors can also affect our objectives, strategies, and intentions. Many of these risks, uncertainties and other factors are beyond our control or our current expectations or knowledge. Should one or more of these risks, uncertainties, or other factors materialize, our objectives, strategies, or intentions change, or any other factors or assumptions underlying the forward-looking information prove incorrect, our actual results and our plans could vary significantly from what we currently foresee. Accordingly, we warn investors to exercise caution when considering statements containing forward-looking information and caution them that it would be unreasonable to rely on such statements as creating legal rights regarding our future results or plans. We are under no obligation (and we expressly disclaim any such obligation) to update or alter any statements containing forward-looking information or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law. All of the forward-looking information in this prospectus supplement is qualified by the cautionary statements herein. Before making any investment decision in respect of the Notes and for a detailed discussion of the risks, uncertainties and environment associated with our business, its operations and its financial performance and condition, fully review the disclosure incorporated by reference into and included in the prospectus, as supplemented by this prospectus supplement, including the risks referenced in the “Risk Factors” section of the accompanying prospectus and the risks described under “Risks Related to the Notes” in this prospectus supplement.

S-vi

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S-5

RISKS RELATED TO THE NOTES

An investment in the Notes involves risk. In addition to the risks set forth below and the other information contained in this prospectus supplement and the accompanying prospectus, you should consider carefully the risks and uncertainties described in the documents incorporated by reference into the prospectus, as supplemented by this prospectus supplement.

Discussions of certain risks and uncertainties affecting our business are provided in our annual information form, our 2023 Annual MD&A and our Q3 2024 Interim MD&A, each of which is incorporated by reference into the prospectus, as supplemented by this prospectus supplement. Any of these risks could materially adversely affect our business, financial condition or results of operations. Additional risks not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition or results of operations.

The Notes will be subordinated in right of payment to RCI’s other debt and liabilities that are Senior Indebtedness and will be effectively subordinated to RCI’s secured debt.

RCI’s payment obligations under the Notes will be subordinated in right of payment to the prior payment in full of all Senior Indebtedness to the extent described under “Description of Notes — Subordination”. In addition, the Notes will also be effectively subordinated in right of payment to all secured debt and liabilities of RCI to the extent of the value of the assets securing such liabilities. In the event of an insolvency, bankruptcy, liquidation, reorganization or similar proceeding, the assets of RCI that serve as collateral under any such secured liabilities would be made available to satisfy the obligations under the secured liabilities before any payments are made on the Notes. There will be no covenants in the Indenture that limit RCI’s subsidiaries ability to incur debt (including Senior Indebtedness) or other liabilities (including liabilities that rank in priority to the Notes) or securing those liabilities.

The Notes will be structurally subordinated to the debt and other liabilities of RCI’s subsidiaries.

The Notes will be obligations exclusively of RCI. RCI’s subsidiaries will not guarantee or otherwise be responsible for the payment of principal or interest or other payments required to be made by RCI on the Notes. Accordingly, the Notes will be structurally subordinated to all existing and future liabilities (including trade payables and debt) of RCI’s subsidiaries. As a holding company, RCI’s ability to meet its financial obligations, including servicing its debt under the Notes, depends upon its receipt of funds from its subsidiaries. RCI’s subsidiaries are separate and distinct legal entities and will have no obligation, contingent or otherwise, to make funds available to RCI to pay its obligations under the Notes or to pay those obligations. In the event of an insolvency, bankruptcy, liquidation, reorganization or similar proceeding in respect of any of RCI’s subsidiaries, Holders will have no right to proceed against the assets of such subsidiaries. Creditors of such subsidiaries would generally be entitled to payment in full from such assets before any assets are made available for distribution to RCI to pay its debts and other obligations. There will be no covenants in the Indenture that limit RCI’s subsidiaries ability to incur debt or other liabilities.

The Indenture will not restrict the ability of RCI or its subsidiaries to issue or become liable for additional indebtedness.

The Indenture will not contain any provision limiting the ability of RCI or any of its subsidiaries to incur indebtedness generally. Any such indebtedness could rank in priority to the Notes. RCI currently has substantial indebtedness, including substantial Senior Indebtedness that will rank in priority to the Notes, and may incur substantial additional indebtedness (including Senior Indebtedness) in the future.

S-6

The Indenture will have virtually no covenant protection for Holders and the Indenture will provide no protection for Holders in the event of certain transactions undertaken by RCI.

The Indenture will contain covenants providing for the timely payment of principal and interest on the Notes (subject to the deferral of interest as described under “Description of Notes — Deferral Right”) but will have virtually no other covenants for the benefit of the Holders. The Indenture will not contain provisions that would require RCI to repurchase or redeem the Notes or otherwise afford Holders protection should RCI be involved in a change of control or other corporate transactions, like recapitalizations, reorganizations and highly leveraged transactions, which could adversely affect the Holders. Moreover, except in the circumstances described under “Description of Notes — Dividend Stopper Undertaking”, the Indenture will not restrict RCI’s ability to repurchase its shares. In addition, RCI will not be restricted by the terms of the Indenture from, among other things, creating or assuming liens to secure indebtedness of RCI or any subsidiary or entering into any number of transactions, any of which could adversely affect the Holders.

RCI may redeem the Notes prior to their stated maturity.

RCI may, at its option, redeem the NC5 Notes (i) on any day in the period commencing on and including the date that is 60 days prior to the applicable Initial Interest Rate Reset Date and ending on and including the applicable Initial Interest Rate Reset Date and (ii) after the applicable Initial Interest Rate Reset Date, on any Interest Payment Date, or at any time within 90 days following the occurrence of a Tax Event or of a Rating Event, in each case without payment of any premium (except in the case of a redemption on a Rating Event prior to April 15, 2030). RCI may, at its option, redeem the NC10 Notes (i) on any day in the period commencing on and including the date that is 60 days prior to the applicable Initial Interest Rate Reset Date and ending on and including the applicable Initial Interest Rate Reset Date and (ii) after the applicable Initial Interest Rate Reset Date, on any Interest Payment Date, or at any time within 90 days following the occurrence of a Tax Event or of a Rating Event, in each case without payment of any premium (except in the case of a redemption on a Rating Event prior to April 15, 2035). These redemption rights may, depending on prevailing market conditions at the time, create reinvestment risk for the Holders in that they may be unable to find a suitable replacement investment with a comparable expected rate of return to the Notes for a comparable level of risk. RCI’s redemption right also may adversely impact a purchaser’s ability to sell Notes and limit the price at which Notes may be sold. See “Description of Notes — Optional Redemption” and “Description of Notes — Redemption on Tax Event or Rating Event”.

RCI has the option to defer interest payments on the Notes.

So long as no Event of Default has occurred and is continuing, RCI may elect, at its sole option, to defer the interest payable on the Notes of any series on one or more occasions for up to five consecutive years. There is no limit on the number of Deferral Periods that may occur. Any such election by RCI to defer the payment of interest will not constitute an Event of Default or any other breach under the Notes of the applicable series and the Indenture. See “Description of Notes — Deferral Right”.

If interest payments on the Notes are deferred, Holders may be required to recognize income for U.S. federal income tax purposes in advance of receiving cash.

If RCI were to defer interest payments on any series of Notes, such Notes would be treated as issued with original issue discount (“OID”) at the time of such deferral, and all stated interest due after such deferral would be treated as OID. In such case, a U.S. Holder (as defined below under “Material U.S. Federal Income Tax Consequences”) of such Notes would be required to include such stated interest in income as it accrues, regardless of the U.S. Holder’s regular method of accounting, using a constant yield method, before such U.S. Holder received any payment attributable to such income, and would not separately report the actual payments of interest on such Notes as taxable income.

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The interest rate for the Notes will reset on each applicable Interest Rate Reset Date, and any interest payable after an Interest Rate Reset Date may be less than an earlier interest rate; provided, that the interest rate will not reset below the initial interest rate for the applicable series of Notes.

The interest rate on a series of the Notes will initially reset on the applicable Initial Interest Reset Date for such series and will reset on each subsequent date that is the fifth anniversary of the immediately preceding date on which such rate is reset. After each reset, the new interest rate is unlikely to be the same as, and may be lower than, the interest rate for a prior period (other than the initial period). Accordingly, investments in the Notes entail significant risks not associated with investments in notes that bear interest at fixed rates. On each Interest Rate Reset Date for a series, the interest rate on the Notes of such series will be reset to be a rate per annum equal the 5-Year Treasury Rate on the applicable Interest Rate Calculation Date plus a prescribed amount; provided, that the interest rate will not reset below the initial interest rate for the applicable series of Notes. See “Description of Notes — Interest and Maturity”. We have no control over the factors that may affect U.S. Treasury rates, including geopolitical conditions and economic, financial, political, regulatory, judicial or other events.

Historical U.S. Treasury rates are not an indication of future U.S. Treasury rates.

In the past, U.S. Treasury rates have experienced significant fluctuations. You should note that historical levels, fluctuations and trends of U.S. Treasury rates are not necessarily indicative of future levels. Any historical upward or downward trend in U.S. Treasury rates is not an indication that U.S. Treasury rates are more or less likely to increase or decrease at any time after the Initial Interest Rate Reset Date for a series of Notes, and you should not take the historical U.S. Treasury rates as an indication of future 5-Year Treasury Rates.

Interest rate risks.

Prevailing interest rates will affect the market price or value of the Notes. Generally, the market price or value of the Notes will decline as prevailing interest rates for comparable debt instruments rise, and will increase as prevailing interest rates for comparable debt instruments decline.

Holders will have limited rights of acceleration.

Subject to the conditions in the Indenture, the Trustee and Holders may accelerate payment of the principal of the Notes only upon the occurrence certain Events of Default, which will occur only if RCI defaults on the payment of (i) the principal of, or the redemption price for, the Notes when it becomes due and payable at its maturity or (ii) interest when due and payable on the Notes and such default continues for 30 days (subject to RCI’s right, at its sole option, to defer interest payments, as described under “Description of Notes — Deferral Right”). In addition, upon the occurrence of certain events of bankruptcy, insolvency or reorganization affecting RCI or any of its restricted subsidiaries, payment of the principal of the Notes will accelerate automatically. The Trustee and Holders will not have the right to accelerate payment of the principal of the Notes upon the breach of other covenants in the Indenture, although a legal action could be brought to enforce any such covenant. See “Description of Notes — Events of Default”.

We or any of our affiliates may assume the duties of the Calculation Agent and may have economic interests adverse to the interests of the Holders.

The Calculation Agent (as defined in “Description of Notes — Interest and Maturity”) will make certain determinations regarding the interest rate for each Interest Rate Reset Period (as defined herein). We or any of our affiliates may assume the duties of the Calculation Agent for the Notes. Any exercise of discretion by us or our affiliates acting as Calculation Agent could present a conflict of interest. In making the required determinations, decisions and elections, we or our affiliates may have economic interests that are adverse to the interests of Holders, and those determinations, decisions or elections could have a material adverse effect on the yield on, value of and market for the Notes. Any determination made by us or our affiliates, acting as the Calculation Agent, will be final and binding absent manifest error.

S-8

There can be no assurance that a trading market for the Notes will develop or as to the liquidity of any trading market that might develop for the Notes.

There is currently no established trading market for the Notes and we do not intend to have the Notes listed on any securities exchange. We have been informed by the underwriters that they presently intend to make a market in the Notes after this offering is completed, as permitted by applicable laws and regulations. The underwriters are not obligated, however, to make a market in the Notes and any market making may be discontinued at any time without notice at the sole discretion of the underwriters. In addition, the liquidity of the trading market in the Notes and the market price quoted for the Notes may be adversely affected by, among other things, changes in the overall market for debt securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, you cannot be sure that an active trading market will develop for the Notes or as to the liquidity of any trading market that may develop for the Notes. The absence of an active market for the Notes could adversely affect their market price and liquidity.

Changes in our creditworthiness or credit ratings may adversely affect the market value of the Notes and our cost of capital. Adverse changes to the credit ratings assigned to some of our outstanding public debt may also subject us to certain restrictive covenants.

There is no assurance as to our creditworthiness or that the credit ratings assigned to the Notes will remain in effect for any given period of time or that any such rating will not be lowered or withdrawn entirely by the relevant rating agency. An actual, anticipated or perceived change in our creditworthiness or in credit ratings assigned to the Notes may materially affect the market price or liquidity of the Notes. In addition, an actual, anticipated or perceived change in our creditworthiness or credit ratings may also affect the cost at which we can access the capital markets or obtain other funding.

The indenture governing RCI’s 8.75% Senior Debentures due 2032 (the “2032 Debentures”) contains restrictive covenants to which we are not subject for so long as more than one rating agency assigns the 2032 Debentures an investment grade rating and we are not in default of our obligations under such indenture. If we fail to meet these conditions, these restrictive covenants will be reinstated. If reinstated, these restrictive covenants might limit our operating flexibility and our ability to execute our business strategy unless we redeem the 2032 Debentures.

Certain bankruptcy, insolvency and other restructuring laws may impair the Trustee’s ability to receive payment and enforce remedies or other rights under the Notes.

The rights of the Trustee or Holders of the Notes, including, without limitation, the right to enforce remedies under the Indenture, may be significantly impaired, delayed, stayed, compromised or otherwise restricted by the provisions of applicable Canadian insolvency, bankruptcy, winding-up, reorganization and other restructuring or corporate arrangement legislation if the benefit of such laws are sought with respect to RCI and RCI becomes subject to them. For example, the Bankruptcy and Insolvency Act (Canada) (the “BIA”), the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”), the Winding-up and Restructuring Act (Canada) and corporate arrangement legislation each contain provisions enabling a debtor to obtain a stay of proceedings in favor of itself and its property against its creditors and others and to prepare and file a plan of compromise and arrangement, plan of arrangement, or proposal to be considered and voted on by various affected classes of its creditors. Such a plan of compromise and arrangement, plan of arrangement, or proposal, if accepted by the requisite majorities of each affected class of creditors and approved by the relevant Canadian court, would be binding on all creditors within each affected class, such as Holders of the Notes, including those creditors in an affected class who did not vote to accept the plan of compromise and arrangement, plan of arrangement or proposal. Moreover, these statutes permit, in certain circumstances, an insolvent debtor to retain possession, control and administration of its property, subject to court oversight, even though that debtor may be in default under the applicable debt instrument and the ability of its creditors to enforce their rights upon such default are impaired, delayed, stayed, compromised or otherwise restricted.

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The approval threshold requirements provided in the Indenture for the modification of certain rights of the Holders of Notes may be disregarded in a restructuring of our debt under applicable law or the order or decree of a court having jurisdiction. In an insolvency or bankruptcy or similar proceeding, the applicable insolvency statute will establish the approval threshold. Insolvency statutes generally require the consent of at least two-thirds of the value and majority in number of each of the classes of claims to be affected by, and voting on, the debt restructuring. For purposes of any such vote, claims with respect to the Notes would typically not vote as their own class but would instead vote as a single class with the holders of all other unsecured claims affected by the restructuring that have a commonality of interest with the Notes claims. These approval threshold requirements may also be disregarded in a restructuring by way of a court approved arrangement under a Canadian corporate statute. Some of these corporate debt restructurings have been court approved with only the required consent of debt holders representing at least two-thirds of the principal amount of the affected debt (voting by class or, in some cases, voting together with other classes of debt) voted in respect of the debt restructuring, notwithstanding a higher approval threshold requirement in the documentation evidencing the affected debt. Stays of proceedings have also been granted in connection with these corporate debt restructurings.

The powers of the court under Canadian insolvency, bankruptcy, winding-up, reorganization and other restructuring and corporate arrangement legislation (and in particular, the CCAA) have generally been interpreted and exercised broadly and remedially so as to preserve the enterprise value of a restructuring entity and protect such entity and its assets from actions taken by creditors and other parties. Accordingly, if RCI were to become subject to proceedings commenced pursuant to Canadian insolvency, bankruptcy, winding-up, reorganization and other restructuring or corporate arrangement legislation, payments with respect to the Notes may be delayed, stayed, compromised, discontinued or otherwise restricted and the Trustee and/or Holders of the Notes may be unable to exercise or be otherwise impaired or restricted from exercising their rights under the Indenture and the Trustee and Holders of the Notes may not be compensated for any delays in payments provided for under the Notes or the Indenture, if any, including the payment of principal, interest and costs, including their respective fees and disbursements. In an insolvency or bankruptcy or similar proceeding creditors, including Holders of the Notes, may not be entitled to be paid interest, contractual or otherwise, accruing after the date such proceedings are commenced.

The unaudited pro forma financial information included or incorporated by reference into this prospectus supplement is presented for illustrative purposes only and may not be indicative of the results of operations or financial condition of the combined company following the Shaw Transaction.

This prospectus supplement includes and incorporates by reference certain pro forma financial information. This pro forma financial information has been prepared using the consolidated historical financial statements of RCI and Shaw, is presented for illustrative purposes only and should not be considered to be an indication of the results of operations or financial condition of the combined company following the Shaw Transaction. In addition, the pro forma financial information included and incorporated by reference in this prospectus supplement is based in part on certain assumptions regarding the combined company after the Shaw Transaction. These assumptions may not prove to be accurate, and other factors may affect the combined company’s results of operations or financial condition following the Shaw Transaction. Accordingly, the pro forma financial information does not necessarily represent what would have been the combined company’s results of operations and financial condition had Shaw and RCI operated as a combined entity during the periods presented, or the combined company’s results of operations and financial condition following completion of the Shaw Transaction. In addition, the combined company’s potential for future business success and operating profitability must be considered in light of the risks, uncertainties, expenses and difficulties typically encountered by recently combined companies.

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ROGERS COMMUNICATIONS INC.

We are a leading diversified Canadian communications and media company. We are Canada’s largest provider of wireless communications services and one of Canada’s leading providers of high-speed Internet, cable television and phone services. Through Rogers Media, we are engaged in sports media and entertainment, television and radio broadcasting, specialty channels, multi-platform shopping and digital media.

Recent Developments

Q4 Earnings Release

On January 30, 2025, we announced our unaudited financial and operating results for the fourth quarter and year ended December 31, 2024. Excerpts from our Q4 Earnings Release are included in the Q4 Information in Appendix A to this prospectus supplement.

Concurrent Debt Financing

In connection with this offering of Notes, we intend to incur $     aggregate principal amount of additional debt (the “Concurrent Debt Financing”). We expect this additional debt to be new unsecured, subordinated debt of RCI that will be denominated in Canadian dollars. We intend to use the net proceeds of the Concurrent Debt Financing, together with the net proceeds from this offering, to repay certain of our outstanding indebtedness and/or fund a portion of the purchase price for the MLSE Transaction. The tenor, amount, interest rate and other terms of any Concurrent Debt Financing will depend on market conditions and other factors outside of our control. We make no assurance that we will be able to complete any Concurrent Debt Financing on attractive terms or at all. The closing of this offering is not contingent on our receipt of any proceeds from any Concurrent Debt Financing.

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USE OF PROCEEDS

Our estimated net proceeds from the sale of the Notes, after deducting the underwriting commission, any discounts, and the estimated expenses of this offering payable by us, will be approximately US$    . We intend to use the net proceeds from this offering, together with the net proceeds of the Concurrent Debt Financing, to repay certain of our outstanding indebtedness and/or fund a portion of the purchase price for the MLSE Transaction. See “Consolidated Capitalization”. Pending any such uses, we may invest the net proceeds in bank deposits and money market securities.

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CONSOLIDATED CAPITALIZATION

The following table summarizes our consolidated cash and cash equivalents and our consolidated capitalization as at December 31, 2024, on an actual basis and as adjusted to give effect to our issuance of the Notes offered hereby, the consummation of the Concurrent Debt Financing, and the application of the net proceeds thereof to repay certain of our outstanding indebtedness and/or fund a portion of the purchase price for the MLSE Transaction. For illustrative purposes, the “As Adjusted” column assumes that a portion of the net proceeds of the offering is used to repay in full the 2.95% Senior Notes due 2025 and the 3.10% Senior Notes due 2025 at maturity with any remaining net proceeds reflected as cash and cash equivalents. The following table should be read together with our Annual Financial Statements, 2023 Annual MD&A, Interim Financial Statements and the Q3 2024 Interim MD&A, each of which is incorporated by reference into this prospectus supplement, and the Q4 Information included in Appendix A to this prospectus supplement. For the purposes of this table, all U.S. dollar amounts have been translated into Canadian dollars based on a rate of exchange as reported by the Bank of Canada on December 31, 2024 of US$1.00 = $1.4389.

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EARNINGS COVERAGE

As Adjusted Historical Earnings Coverage Ratio

The following as adjusted earnings coverage ratios and associated financial information have been calculated on a consolidated basis for the 12-month periods ended December 31, 2023 and September 30, 2024 based on our financial statements for the respective periods, which have been prepared in accordance with IFRS. The borrowing cost requirements used for this as adjusted earnings coverage ratio are adjusted to give effect to:

as if (a) each such transaction had occurred on January 1, 2023, for the purpose of calculating the as adjusted information for the 12 months ended December 31, 2023, and (b) the transactions in clauses (ii), (iv), (vi), and (xi) had occurred on October 1, 2023, for the purpose of calculating the as adjusted information for the 12 months ended September 30, 2024. For the purpose of calculating the as adjusted information below, all U.S. dollar amounts have been translated into Canadian dollars based on a rate of exchange as reported by the Bank of Canada on December 31, 2023 of US$1.00 = $1.3226 and September 30, 2024 of US$1.00 = $1.3499, respectively.

The as adjusted information in the following table does not give effect to adjustments for any (u) issuance or repayment of US commercial paper under our US commercial paper program subsequent to December 31, 2024;

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(v) additional funding or repayments under our receivables securitization program subsequent to December 31, 2024; (w) advances or repayments of short-term borrowings subsequent to September 30, 2024; (x) issuance of long-term debt subsequent to September 30, 2024; (y) repayments under our term loan facility subsequent to September 30, 2024; and (z) advances or repayments of debt under our non-revolving credit facilities subsequent to September 30, 2024, as these would not, in the aggregate, materially affect the as adjusted earnings coverage ratio.

The above table should be read together with the Annual Financial Statements and the Interim Financial Statements, each of which is incorporated by reference in the prospectus, as supplemented by this prospectus supplement, as well as the Q4 Information in Appendix A to this prospectus supplement. The Q4 Information includes certain financial information that is more current than is provided in the table above.

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DESCRIPTION OF THE NOTES

Certain terms used in this “Description of Notes” are defined under the subheading “ —Certain Definitions”. In this description, references to “we,” “us,” “our” and “RCI” refer only to Rogers Communications Inc. (or its successors, if any, under the Indenture (as defined below)) and not to any of its subsidiaries or Affiliates. Unless otherwise specified, references to “US$” are to U.S. dollars and references to “$” are to Canadian dollars.

RCI will issue US$     aggregate principal amount of    % Fixed-to-Fixed Rate Subordinated Notes due 2055 (the “NC5 Notes”) and US$     aggregate principal amount of    % Fixed-to-Fixed Rate Subordinated Notes due 2055 (the “NC10 Notes” and, together with the NC5 Notes, the “Notes”) under an indenture (the “Base Indenture”), to be dated as of the Issue Date (as defined herein), between RCI and The Bank of New York Mellon, as trustee (the “Trustee”). Each series of Notes will be issued under its own supplemental indenture (each, a “Supplemental Indenture”) to be dated as of the Issue Date and references in this prospectus supplement to the “Indenture” in respect of a series of Notes are to the Base Indenture as supplemented by the Supplemental Indenture applicable to such series of Notes. Although for convenience the NC5 Notes and the NC10 Notes are referred to collectively as the “Notes”, each will be issued as a separate series under the Base Indenture and, as a result, will be treated as separate series of debt securities for all purposes under the Base Indenture. The following summary of certain provisions of the Indentures and the Notes does not purport to be complete and is qualified in its entirety by reference to the actual provisions of the Indentures.

The Notes will be issued only in fully registered book-entry form without coupons only in minimum denominations of US$2,000 and integral multiples of US$1,000 above that amount. The Notes will be issued in the form of global notes. Global notes will be registered in the name of a nominee of DTC, New York, New York, as described under “Book-Entry Settlement and Clearance”.

Interest and Maturity

The Notes of each series will mature on April 15, 2055 (the “Maturity Date”).

The outstanding NC5 Notes will bear interest from, and including, the Issue Date to, but excluding, April 15, 2030, at a rate of    % per annum. From, and including, April 15, 2030, to but excluding the Maturity Date the outstanding NC5 Notes will bear interest at a rate per annum equal to the 5-Year Treasury Rate (as defined below and subject to reset as described below) plus    %; provided, that the interest rate during any Interest Rate Reset Period (as defined below) for the NC5 Notes will not reset below    % (which equals the initial interest rate on the NC5 Notes).

The outstanding NC10 Notes will bear interest from, and including, the Issue Date to, but excluding, April 15, 2035, at a rate of    % per annum. From, and including, April 15, 2035, to but excluding the Maturity Date the outstanding NC10 Notes will bear interest at a rate per annum equal to the 5-Year Treasury Rate (as defined below and subject to reset as described below) plus    %; provided, that the interest rate during any Interest Rate Reset Period for the NC10 Notes will not reset below    % (which equals the initial interest rate on the NC10 Notes).

The 5-Year Treasury Rate for computing interest on the outstanding Notes of a series from and after the applicable Interest Rate Reset Date will initially be based on such rate as of the first Business Day prior to the applicable Initial Interest Rate Reset Date and it will be reset on the fifth anniversary of the applicable Initial Interest Rate Reset Date and, thereafter, on each subsequent date that is the fifth anniversary of the immediately preceding date on which such rate is reset, based on the 5-Year Treasury Rate as of the first Business Day prior to each such fifth anniversary.

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“Initial Interest Rate Reset Date” means April 15, 2030, with respect to the NC5 Notes, and April 15, 2035, with respect to the NC10 Notes.

“Interest Rate Calculation Date” means, with respect to a series of Notes, the Business Day prior to each applicable Interest Rate Reset Date.

“Interest Rate Reset Date” means, with respect to a series of Notes, each of the applicable Initial Interest Rate Reset Date and each date thereafter that such rate is so reset.

Interest on the Notes of each series is payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2025, and on the Maturity Date (each, an “Interest Payment Date”), subject to deferral as described under “—Deferral Right”. Interest payments will be made to the persons in whose names the Notes are registered as of the close of business on April 1 and October 1 (in each case, whether or not a Business Day), as the case may be, immediately preceding the relevant Interest Payment Date.

Interest on the Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, for any period shorter than six months, on the basis of the actual number of days elapsed per 30-day month. For the purposes of disclosure under the Interest Act (Canada), and without affecting the interest payable on the Notes, the yearly rate of interest to which any rate of interest payable under the Notes, which is to be calculated on any basis other than a full calendar year, is equivalent may be determined by multiplying the rate by a fraction, the numerator of which is the number of days in the calendar year in which the period for which interest at such rate is payable and the denominator of which is the number of days comprising such other basis.

If an Interest Payment Date falls on a day that is not a Business Day, the Interest Payment Date will be postponed to the next succeeding day that is a Business Day, and no further interest will accrue in respect of such postponement. For the purposes hereof, “Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions in the City of Toronto, Ontario or the City of New York, New York are authorized or required by law to close.

Unless RCI has elected to redeem all of the outstanding Notes of a series as of the applicable Initial Interest Rate Reset Date, RCI will appoint a calculation agent (the “Calculation Agent”) in respect of such series of Notes on or prior to the applicable Interest Rate Calculation Date in respect of the applicable Initial Interest Rate Reset Date. RCI or any of its Affiliates may assume the duties of the Calculation Agent. The applicable interest rate for each Interest Rate Reset Period will be determined by the Calculation Agent as of the applicable Interest Rate Calculation Date. Promptly upon such determination, the Calculation Agent, if other than RCI or its Affiliate, will notify RCI of the applicable interest rate for the relevant Interest Rate Reset Period. RCI will then promptly notify the Trustee, if other than the Calculation Agent, of such interest rate. The Calculation Agent’s determination of any interest rate and its calculation of the amount of interest for any Interest Rate Reset Period beginning on or after the applicable Initial Interest Rate Reset Date will be conclusive and binding absent manifest error, may be made in the Calculation Agent’s sole discretion and, notwithstanding anything to the contrary in the documentation relating to the Notes, will become effective without consent from any other Person or entity. Such determination of any interest rate and calculation of the amount of interest will be on file at RCI’s principal offices and will be made available to any Holder (as defined herein) upon request.

“5-Year Treasury Rate” means, as of any Interest Rate Calculation Date, the average of the yields on actively traded U.S. Treasury securities adjusted to constant maturity, for five-year maturities, for the most recent five Business Days appearing under the caption “Treasury Constant Maturities” in the most recent H.15 (as defined below).

“H.15” means the daily statistical release designated as such, or any successor publication as determined by the Calculation Agent in its sole discretion, published by the Board of Governors of the United States Federal Reserve System, and “most recent H.15” means the H.15 published closest in time but prior to the close of business on the applicable Interest Rate Calculation Date.

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If the 5-Year Treasury Rate cannot be determined pursuant to the method described above, the Calculation Agent, after consulting such sources as it deems comparable to any of the foregoing calculations, or any such source as it deems reasonable from which to estimate the 5-Year Treasury Rate, will determine the 5-Year Treasury Rate in its sole discretion; provided that if the Calculation Agent determines there is an industry-accepted successor 5-Year Treasury Rate, then the Calculation Agent will use such successor rate. If the Calculation Agent has determined a substitute or successor base rate in accordance with the foregoing, the Calculation Agent in its sole discretion may determine the business day convention, the definition of Business Day and the Interest Rate Calculation Date to be used and any other relevant methodology for calculating such substitute or successor base rate, including any adjustment factor needed to make such substitute or successor base rate comparable to the 5-Year Treasury Rate, in a manner that is consistent with industry-accepted practices for such substitute or successor base rate.

“Final Interest Rate Reset Date” means, with respect to each series of Notes, April 15, 2050.

“Interest Rate Reset Period” means, with respect to a series of Notes, the period from and including the applicable Initial Interest Rate Reset Date to, but not including, the next following Interest Rate Reset Date and thereafter each period from and including each Interest Rate Reset Date to, but not including, the next following Interest Rate Reset Date (or, in the case of the final Interest Rate Reset Period commencing on the applicable Final Interest Rate Reset Date, the period from and including such applicable Final Interest Rate Reset Date to, but not including, the Maturity Date).

Additional Notes

RCI may, from time to time, without notice to or the consent of the Holders of a particular series of Notes, create and issue, pursuant to the Indenture and in accordance with applicable laws and regulations, additional notes of such series (“Additional Notes”) maturing on the same maturity date as such series of Notes and having the same terms and conditions under the applicable Indenture as such series of Notes at the time outstanding (except for the issue date and, if applicable, the date of the first payment of interest thereon) so that such Additional Notes will be consolidated and form a single class with the Notes of such series at the time outstanding for all purposes under the applicable Indenture, including with respect to waivers, amendments, redemptions and offers to purchase; provided that, if any such Additional Notes are not fungible with the Notes of such series for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP, ISIN or other identifying number.

Deferral Right

So long as no Event of Default (as defined below) has occurred and is continuing, RCI may elect, at its sole option, at any date other than an Interest Payment Date, to defer the interest payable on either series of Notes (the “Deferral Right”) on one or more occasions for up to five consecutive years (a “Deferral Period”). There is no limit on the number of Deferral Periods that may occur. Any such election by RCI to defer the payment of interest will not constitute an Event of Default, a default or any other breach under the Notes of the applicable series or the Indenture. Any installment of interest whose payment is deferred pursuant to the Deferral Right provided for in this section (“Deferred Interest”) will accrue, compounding on each subsequent Interest Payment Date, until paid. A Deferral Period terminates on any Interest Payment Date where RCI pays all accrued and unpaid interest subject to such Deferral Period on such date. No Deferral Period may extend beyond the Maturity Date and all accrued and unpaid interest on the Notes of such series as of the Maturity Date, if any, will be due and payable on the Maturity Date.

RCI will give the Trustee and the registered Holders of the Notes of the applicable series (the “Holders”) notice of its election to commence or continue a Deferral Period at least 10 but not more than 60 days prior to the next Interest Payment Date.

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Dividend Stopper Undertaking

Unless RCI has paid all accrued and payable interest on the Notes (including interest, if any, whose payment was deferred pursuant to the Deferral Right), RCI will not:

“Dividend Restricted Shares” means, collectively, RCI’s Preferred Shares, Class A Voting Shares and Class B Non- Voting Shares.

“Parity Notes” means any class or series of RCI’s debt securities or other indebtedness of RCI for borrowed money outstanding on the date hereof or hereafter created which ranks on parity with the Notes as to distributions upon liquidation, dissolution or winding-up.

“Permitted Purchase” means a redemption, purchase or other retirement for value of any Dividend Restricted Shares or Parity Notes (A) pursuant to any purchase obligation, sinking fund, retraction privilege or mandatory redemption provisions attaching to any series of Dividend Restricted Shares or (B) with respect to Dividend Restricted Shares, (x) out of the net cash proceeds of a substantially concurrent issuance and sale of, or made in exchange for (including by using), Dividend Restricted Shares or a substantially concurrent net cash capital contribution received by RCI (other than from a subsidiary of RCI), (y) deemed to occur upon the exercise or exchange of options, warrants or other convertible or exchangeable securities, to the extent such Dividend Restricted Shares represent all or a portion of the exercise, conversion or exchange price thereof, together with any withholding to pay for the taxes payable in connection therewith or (z) cash payments in lieu of issuing fractional shares in connection with share dividends, splits or business combinations or the exercise of warrants, options or other securities convertible into or exchangeable for Dividend Restricted Shares of RCI.

Purchase of Notes

RCI may, at any time and from time to time, purchase the Notes in the secondary market or by tender offer or private contract, at any price.

Optional Redemption

RCI may, at its option, on giving not more than 60 days’ nor less than 10 days’ prior notice to the Holders, redeem the Notes of any series, in whole at any time or in part from time to time, (i) on any day in the period commencing on and including the date that is 60 days prior to the applicable Initial Interest Rate Reset Date and ending on and including the applicable Initial Interest Rate Reset Date and (ii) after the applicable Initial Interest Rate Reset Date, on any Interest Payment Date, in each case, at a redemption price equal to 100% of the principal amount of the Notes of the applicable series redeemed together with accrued and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date fixed for redemption.

At RCI’s discretion, any redemption of the Notes may be subject to one or more conditions precedent, including completion of an equity or other securities offering, an incurrence of indebtedness or other financing, or any other corporate transaction or event. Notice of any redemption in respect thereof may, at RCI’s discretion, be given prior to the completion of one or more of the transactions or events upon which the redemption is conditioned and such redemption may be partial as a result of only some of the conditions being satisfied. If such

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redemption is subject to the satisfaction of one or more conditions precedent, the related notice must describe each such condition, and if applicable, state that, in RCI’s discretion, such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the applicable date fixed for redemption. In addition, RCI may provide in such notice that payment of the redemption price and other amounts owing for the redemption of any Notes of any series and performance of RCI’s obligations with respect to such redemption may be performed by another Person.

In the case of a partial redemption of a series of Notes, selection of the Notes to be redeemed will be made on a pro rata basis or by lot or otherwise in accordance with the procedures of DTC. If the Notes of a series are to be redeemed in part, the notice of redemption relating thereto shall state the portion of the principal amount thereof to be redeemed; provided that no Note of such series in an aggregate principal amount of US$2,000 or less shall be redeemed in part. A replacement Note of such series in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note of such series.

In the event that RCI redeems or purchases any of the Notes, RCI intends (without thereby assuming a legal obligation) to do so only to the extent the aggregate redemption or purchase price is equal to or less than the net proceeds, if any, received by RCI from new issuances during the period commencing on the 360th calendar day prior to the date of such redemption or purchase of securities which are assigned by S&P at the time of sale or issuance, an aggregate equity credit that is equal to or greater than the equity credit assigned to the Notes to be redeemed or purchased (but taking into account any changes in hybrid capital methodology or another relevant methodology or the interpretation thereof since the issuance of the Notes), unless the Notes are redeemed pursuant to a Rating Event or a Tax Event (each as defined herein).

Redemption on Tax Event or Rating Event

At any time within 90 days following the occurrence of a Tax Event with respect to a series of Notes, RCI may, at its option, on giving not more than 60 days’ nor less than 10 days’ prior notice to the Holders of the Notes of such series, redeem all (but not less than all) of the Notes of such series at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest (including Deferred Interest, if any) thereon to, but excluding, the date fixed for redemption.

For the avoidance of doubt, if there is a Tax Event or a Rating Event on or after (x) in the case of the NC5 Notes, April 15, 2030 or (y) in the case of the NC10 Notes, April 15, 2035, RCI may optionally redeem the Notes of the applicable series in accordance with its optional redemption right described under “ — Optional Redemption”, rather than redeem the Notes of such series by way of the Tax Event or Rating Event redemption right, as applicable.

A “Tax Event” means, with respect to a series of Notes, RCI has received an opinion of counsel of a law firm that is nationally recognized in Canada or the U.S. and experienced in such matters (who may be counsel to RCI) to the effect that, as a result of, (i) any amendment to, clarification of, or change (including any announced prospective amendment, clarification or change) in, the laws, or any regulations or rulings thereunder, or any application or interpretation thereof, of Canada or the U.S. or any political subdivision or authority or agency thereof or therein having power to tax or any applicable tax treaty, (ii) any judicial decision, administrative pronouncement, published or private ruling, regulatory procedure, rule, notice, announcement, assessment or reassessment (including any notice or announcement of intent to adopt or issue such decision, pronouncement, ruling, procedure, rule, notice, announcement, assessment or reassessment) (collectively, an “Administrative Action”), or (iii) any amendment to, clarification of, or change in, the official position with respect to or the interpretation of any Administrative Action or any interpretation or pronouncement that provides for a position with respect to an Administrative Action that differs from the theretofore generally accepted position, in each of case (i), (ii) or (iii), by any legislative body, court, governmental authority or agency, regulatory body or taxing authority, irrespective of the manner in which such amendment, clarification, change, Administrative Action,

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interpretation or pronouncement is made known, which amendment, clarification, change or Administrative Action is effective or which interpretation, pronouncement or Administrative Action is announced on or after the Issue Date, there is more than an insubstantial risk (assuming any proposed or announced amendment, clarification, change, interpretation, pronouncement or Administrative Action is effective and applicable) that (a) RCI is, or may be, subject to more than a de minimis amount of additional taxes, duties or other governmental charges or civil liabilities because the treatment of any of its items of income, taxable income, expense, taxable capital or taxable paid-up capital with respect to the Notes of the applicable series (including the treatment or deductibility by RCI of interest on the Notes of such series), as or as would be reflected in any tax return or form filed, to be filed, or that otherwise could have been filed, will not be respected by a taxing authority or (b) RCI is, or may be, obligated to pay, on the next succeeding date on which payment is due, Additional Amounts with respect to the Notes of the applicable series as described under “ — Additional Amounts”.

At any time within 90 days following the occurrence of a Rating Event, RCI may, at its option, on giving not more than 60 days’ nor less than 10 days’ prior notice to the Holders, redeem all (but not less than all) of the Notes of any series at a redemption price equal to 102% of the principal amount thereof, together with accrued and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date fixed for redemption.

A “Rating Event” means, with respect to any series of Notes, any Designated Rating Agency amends, clarifies or changes the methodology or criteria it uses to assign equity credit to securities such as the Notes of such series, which amendment, clarification or change results in (a) the shortening of the length of time the Notes are assigned a particular level of equity credit by that Designated Rating Agency as compared to the length of time they would have been assigned that level of equity credit by that Designated Rating Agency or its predecessor on the Issue Date; or (b) the lowering of the equity credit assigned to the Notes of such series by that Designated Rating Agency compared to the equity credit assigned by that Designated Rating Agency or its predecessor on the Issue Date. “Designated Rating Agency” means any of Moody’s, S&P, Fitch and DBRS or any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act (or any successor provision thereto), or any other designated rating organization (as defined in National Instrument 44-101 – Short Form Prospectus Distributions), as applicable, that then publishes a rating for RCI and, in each case, their respective successors.

Provision of Financial Information

RCI will furnish to the Trustee, within 30 days after the same are so required to file the same with the SEC, copies of the annual reports and quarterly reports and of the information, documents and other reports which RCI may be required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act (collectively, the “Financial Reports”); provided, however, that RCI need not furnish any such information, documents or reports to the extent they are made publicly available on SEDAR+ or EDGAR or any other website maintained by the securities regulatory authorities in Canada or the SEC. Notwithstanding the foregoing, it shall not be the responsibility of the Trustee to monitor postings of RCI on SEDAR+ or EDGAR or any other applicable website, it being understood that, due to the public availability of the information contained on such websites, any Person, including without limitation any Holder, may obtain such information directly from such website copies of its annual report and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which RCI is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.

If RCI is not required to file with the SEC the Financial Reports, RCI will furnish (without cost) to each Holder of Notes then outstanding and file with the Trustee (i) within 120 days of the end of each fiscal year, its audited year-end financial statements prepared in accordance with GAAP (whether or not RCI is a public reporting company at the time) and (ii) within 60 days of the end of each of the first three fiscal quarters of each fiscal year, unaudited financial statements for the interim period as at, and for the period ending on, the end of such fiscal quarter prepared in accordance with GAAP (whether or not RCI is a public reporting company at the time). The obligations of RCI to deliver such financial statements will be deemed satisfied if any parent entity of

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RCI has delivered to the Trustee (including by making such Financial Reports publicly available on SEDAR+ or EDGAR) the applicable Financial Reports, that would otherwise be required to be provided in respect of RCI, with respect to such parent entity; provided that such obligations will only be deemed to be satisfied if, and for so long as, such parent entity furnishes to the Trustee (either in or with a copy of such Financial Reports) “summary financial information” as defined in Section 13.4 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) (or substantially equivalent financial information provided for in any successor provision thereto in NI 51-102 or any successor instrument) for the parent entity for the periods covered by such financial statements with a separate column for (i) the parent entity, (ii) RCI, (iii) all guarantors (if any) (on a combined basis), (iv) any other subsidiaries of the parent entity (on a combined basis), (v) consolidating adjustments and (vi) total consolidated amounts.

Modification and Waiver

Modifications and amendments of the Indenture with respect to a series of Notes may be made by RCI and the Trustee with the consent of the Holders of more than 50% of the principal amount of the outstanding Notes of such series affected by such modification or amendment; provided, however, that no such modification or amendment may, without the consent of the Holder of each outstanding Note of the applicable series: (1) change the stated maturity of the principal of, or any installment of interest, if any, on any Notes of the applicable series; (2) reduce the principal amount of or the rate of interest, if any, or reduce the redemption price on any Notes of the applicable series; (3) change the coin or currency of payment of principal of (or premium, if any) or interest, if any, on any Notes of the applicable series; (4) impair the right to institute suit for the enforcement of any payment on or with respect to any Notes of the applicable series; (5) reduce the percentage of principal amount of outstanding Notes of the applicable series, the consent of the Holders of which is required for modification or amendment of the Indenture or for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults, in each case in respect of such series of Notes; or (6) modify any provisions of the Indenture with respect to a series of Notes relating to the modification and amendment of the Indenture or the waiver of past defaults or covenants except as otherwise specified in the Indenture.

The Holders of more than 50% of the principal amount of the Notes of a series outstanding may on behalf of the Holders waive, insofar as the Notes of the applicable series are concerned, compliance by RCI with certain restrictive provisions of the Indenture, including the covenants and Events of Default. The Holders of more than 50% in principal amount of the Notes of the applicable series outstanding may waive any past Default or Event of Default under the Indenture in respect of such series of Notes, except a Default in the payment of the principal of (or premium, if any) and interest, if any, on the Notes of the applicable series or in respect of a provision which under the Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note. The Indenture or the Notes of a series may be amended or supplemented, without the consent of any Holder of Notes, in order, among other purposes, to cure any ambiguity or inconsistency or to make any change that does not have an adverse effect on the rights of any Holder of Notes of the applicable series in any material respect.

Discharge; Defeasance

The Indenture provides that RCI’s obligations under the Indenture with respect to a series of the Notes will be discharged, and cease to be of further effect, when all Notes of such series issued under the Indenture (except lost, stolen or destroyed Notes that have been replaced or paid and Notes of such series for whose payment money has been deposited in trust and thereafter repaid to RCI) have (i) been delivered to the Trustee for cancellation or, (ii) to the extent not so delivered, (x) have become due and payable or have been called for redemption or will become due and payable within one year, or (y) if redeemable at RCI’s option, are to be called for redemption within one year under arrangements satisfactory to the Trustee and, in the case of clause (ii), RCI has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in United States dollars, government securities, or a combination thereof, in amounts as will be sufficient to pay and discharge the principal, premium, if any, and accrued interest to the date of the final

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maturity or redemption of those outstanding Notes of such series, and in either case of (i) or (ii) RCI has paid or caused to be paid all sums payable by it under the Indenture with respect to the Notes of such series.

RCI may also elect, and at any time, elect to have the obligations of RCI discharged with respect to all outstanding Notes of a series. We refer to this discharge of obligations as “Defeasance”. Defeasance means that RCI will be deemed to have paid and discharged the entire indebtedness represented by the applicable outstanding series of Notes and to have satisfied its other obligations under the Indenture, except for (i) the rights of Holders of such outstanding Notes of such series to receive, solely from the trust fund described in the paragraph below, payments in respect of the principal of (and premium, if any) and interest on such Notes when such payments are due, (ii) RCI’s obligations under the Indenture with respect to such Notes relating to the issuance of temporary Notes, the registration, transfer and exchange of Notes, the replacement of mutilated, destroyed, lost or stolen Notes, the payment of Additional Amounts, the maintenance of any office or agency for payments in respect of such Notes, the holding of money for security payments in trust and statements as to compliance with such Indenture, (iii) RCI’s obligations under the Indenture in respect of such series of notes in connection with the rights, powers, trusts, duties and immunities of the Trustee, (iv) the defeasance provisions of the Indenture and (v) RCI’s right of redemption in the event of Additional Amounts becoming payable under certain circumstances.

In addition, RCI may, at its option and at any time, elect to be released from its obligations with respect to certain covenants in respect of the Notes of a series under the Indenture (including those described under the sections entitled “ — Provision of Financial Information” and “ — Additional Covenants — Mergers, Amalgamations and Sales of Assets by RCI”) (we refer to the foregoing as “Covenant Defeasance”).

In order to exercise either Defeasance or Covenant Defeasance, (i) RCI must irrevocably deposit with the Trustee, in trust, cash in U.S. Dollars, certain U.S. Government Obligations, or a combination thereof in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants or chartered accountants, to pay the principal of (and premium, if any, on) and interest on the outstanding Notes on the Maturity Date (or redemption date, if applicable) of such principal (and premium, if any) or installment of interest; (ii) in the case of Defeasance, RCI shall have delivered to the Trustee an opinion of counsel in the United States stating that (x) RCI has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders of the outstanding Notes of the applicable series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Defeasance had not occurred; (iii) in the case of Covenant Defeasance, RCI shall have delivered to the Trustee an opinion of counsel in the United States to the effect that the Holders of the outstanding Notes of the applicable series will not recognize income, gains or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; and (iv) RCI must comply with certain other conditions.

Subordination

The Notes will be unsecured, subordinated obligations of RCI. The payment of principal, premium, if any, and interest on the Notes will be subordinated in right of payment to the prior payment in full of all Senior Indebtedness to the extent provided in the immediately succeeding paragraph. The Notes will also be structurally subordinated to all debt and other liabilities of, and guarantees by, RCI’s subsidiaries.

In the event (i) of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect of RCI or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding-up of RCI, whether or not involving insolvency or bankruptcy, or, (ii) subject to the subordination provisions in the Indenture, that (x) a default shall have occurred with respect to

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payments due on any Senior Indebtedness (without giving effect to any cure period with respect thereto), or (y) there shall have occurred an event of default in respect of any Senior Indebtedness permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), or (iii) that the principal of the Notes shall have been declared due and payable pursuant to the Indenture and such declaration of acceleration shall not have been rescinded and annulled as provided therein, then, among other things, the holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon before the Holders are entitled to receive a payment on account of the principal, premium, if any, or interest on the Notes, including, without limitation, any payments made pursuant to any redemption or purchase for cancellation. As of the date of this offering memorandum, all short- term borrowings and long-term debt of RCI set forth in the “Consolidated Capitalization” section of this offering memorandum constitute Senior Indebtedness, other than RCI’s (i) $2 billion aggregate principal amount of 5.00% Fixed-to-Fixed Rate Subordinated Notes due 2081 and (ii) US$750 million aggregate principal amount of 5.25% Fixed-to-Fixed Rate Subordinated Notes due 2082.

“Senior Indebtedness” means all present and future indebtedness, liabilities and other obligations (other than Subordinated Indebtedness) of, or guaranteed or assumed by, RCI for borrowed money or evidenced by bonds, debentures or notes or obligations of RCI for or in respect of bankers’ acceptances (including the face amount thereof), letters of credit and letters of guarantee (including all reimbursement obligations in respect of each of the foregoing) or other similar instruments, and amendments, renewals, extensions, modifications and refunding of any such indebtedness, liabilities or other obligations.

“Subordinated Indebtedness” means the Notes or any other obligations that are, pursuant to the terms of the instrument or agreement creating or evidencing those obligations, expressly designated as being (i) subordinate in right of payment to Senior Indebtedness or (ii) pari passu with, or subordinate to, the Notes in right of payment.

Events of Default

With respect to the Notes of a series, “Event of Default” means either of the following events:

It will not be an “Event of Default” (and the right described below to accelerate the Maturity Date will not be available) in the case of a default in the performance of any other covenant of RCI in the Indenture (although a legal action could be brought to enforce such covenant).

If an Event of Default (other than an Event of Default specified in clause (iii) above) has occurred and is continuing in respect of a series of Notes, then the Trustee may, in its discretion, and shall upon the request of Holders of not less than 25% in aggregate principal amount of the Notes of the applicable series then outstanding, by written notice to RCI, declare the principal amount of the Notes of the applicable series to be due and payable immediately. If an Event of Default specified in clause (iii) above has occurred and is continuing, then the principal amount of the Notes of the applicable series then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of the Notes of such series.

The Indenture will provide that RCI must deliver to the Trustee, within 15 days after RCI becomes aware of the occurrence thereof, written notice in the form of an officer’s certificate of any Event of Default and any event which with the giving of notice or the lapse of time would become an Event of Default, its status and what action RCI is taking or proposes to take with respect thereto.

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Additional Covenants

The Indenture will include covenants of RCI to (i) pay amounts due on the Notes when due; (ii) for so long as any Notes remain outstanding, maintain or cause the related security registrar or related Paying Agent, as the case may be, to maintain, an office or agency where the Notes may be presented or surrendered for payment, where the Notes may be surrendered for registration of transfer or exchange; and (iii) deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate stating that (a) a review of the activities of RCI during such year and of performance under the Indenture has been made and (b) based on such review, RCI is in compliance with all of the conditions and covenants under the Indenture.

Mergers, Consolidations and Sales of Assets

RCI may not amalgamate or consolidate with or merge with or into any other person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any person by liquidation, winding-up or otherwise (subject to certain exceptions), unless, among other requirements:

(a) either RCI is the continuing entity or the successor entity (if other than RCI) assumes all of RCI’s obligations under the Notes and the successor to the amalgamation consolidation, merger or arrangement is organized under the laws of Canada, or any Province or Territory thereof, the United States of America, or any State or the District of Columbia, and expressly assumes all of the obligations of RCI under Notes; and

(b) immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and be continuing.

Upon any amalgamation, consolidation, or merger of RCI or any conveyance, transfer, lease or disposition of properties and assets of RCI substantially as an entirety, the successor to RCI will succeed to every right and power of RCI under the Indenture, and, except in the case of a lease, RCI will be discharged of all obligations and covenants under the Indenture and the Notes.

Additional Amounts

All payments made by or on account of any obligation of RCI under or with respect to each series of Notes will be made free and clear of and without withholding or deduction for, or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter, “Canadian Taxes”), unless RCI is required to withhold or deduct Canadian Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency. If RCI is so required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to a series of Notes, RCI will pay as additional interest such additional amounts (hereinafter, “Additional Amounts”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder would have received if such Canadian Taxes had not been withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to a payment made to a Holder (hereinafter, an “Excluded Holder”) in respect of a beneficial owner (i) with which RCI does not deal at arm’s length (for purposes of the Tax Act) at the time of the making of such payment or which is entitled to the payment in respect of a debt or other obligation to pay an amount to a person with which RCI does not deal at arm’s length (within the meaning of the Tax Act) at the time of making such payment, (ii) which is a “specified shareholder” of RCI, or which does not deal at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” of RCI as defined in Subsection 18(5) of the Tax Act, (iii) which is an entity in respect of which RCI is a “specified entity” within the meaning of subsection 18.4(1) of the Tax Act, (iv) which is subject to such Canadian Taxes by reason of the legal nature of the Holder or beneficial owner disentitling such Holder or beneficial owner to the benefit of an applicable treaty if and to the

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extent that the application of such treaty would have resulted in the reduction or elimination of any Canadian Taxes as to which Additional Amounts would have otherwise been payable to a Holder on behalf of such beneficial owner, (v) which is subject to such Canadian Taxes by reason of the failure to timely comply with any certification, identification, information, documentation or other reporting requirement by a Holder or beneficial owner if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in, the rate of deduction or withholding of, such Canadian Taxes or to provide such other information or documentation as may be reasonably requested by RCI to evidence the entitlement of the Holder or beneficial owner to any reduction or elimination of such Canadian Taxes to which the Holder or beneficial owner is entitled, (vi) where all or any portion of the amount paid or credited to such Holder is deemed to be a dividend pursuant to Subsection 214(16) of the Tax Act, (vii) which is subject to such Canadian Taxes by reason of the Holder or beneficial owner carrying on business in, maintaining a permanent establishment or other physical presence in or otherwise being connected with Canada or any province or territory thereof otherwise than by the mere holding of Notes of the applicable series or the receipt of payments thereunder, (viii) on account of any estate, inheritance, gift, sales, value added, excise, transfer, use, personal property tax or similar tax, assessment or governmental charge, (ix) that is a fiduciary, partnership or any other entity other than the sole beneficial owner of such payment to the extent the Canadian Taxes giving rise to such Additional Amounts would not have been imposed had the Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of the payment, (x) on account of any Canadian Taxes (a) that are payable other than by deduction or withholding from a payment of the principal of, or premium, if any, or interest on the Notes of the applicable series, (b) that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later, (c) that are imposed as a result of the presentation of the Note for payment (where presentation is permitted or required for payment) more than 30 days after the date on which such payment on such Note become due and payable or the date on which payment thereof is duly provided for, whichever is later or (d) that are required to be withheld by any paying agent from any payment of principal of or interest on any Note, if such payment can be made without such withholding by at least one other paying agent, or (xi) any combination of (i) through (x). RCI will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required under applicable law.

If a Holder has received a refund or credit for any Canadian Taxes with respect to which RCI has paid Additional Amounts, such Holder shall pay over such refund to RCI (but only to the extent of such Additional Amounts), net of all out- of-pocket expenses of such Holder, together with any interest paid by the relevant tax authority in respect of such refund.

If Additional Amounts are required to be paid as a result of a Tax Event, RCI may elect to redeem the outstanding Notes. See “—Redemption on Tax Event or Rating Event” above.

Consent to Jurisdiction and Service

RCI will appoint CT Corporation System, 28 Liberty Street, New York, NY 10005, as its agent for service of process in any suit, action or proceeding with respect to the Indenture or the Notes and for actions brought under federal or state securities laws brought in any federal or state court located in the Borough of Manhattan in The City of New York, and RCI will submit to the exclusive jurisdiction of such courts.

Governing Law

The Notes and the Indenture will be governed by the laws of the State of New York.

Certain Definitions

The following definitions apply to the terms of the Notes.

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this

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definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Default” means, with respect to the Notes, any event that is, or after notice or passage of time or both would be, an Event of Default with respect to the Notes.

“DBRS” means DBRS Limited or any successor to the rating agency business thereof.

“Fitch” means Fitch Ratings, Inc. or any successor ratings agency.

“Generally Accepted Accounting Principles” or “GAAP” means generally accepted accounting principles in effect in Canada, as established by the Chartered Professional Accountants of Canada and as applied from time to time by RCI in the preparation of its consolidated financial statements.

“Issue Date” means    , 2025.

“Moody’s” means Moody’s Investors Service, Inc. or any successor ratings agency.

“Paying Agent” means, in respect of the Notes, any Person authorized by RCI in or pursuant to the Indenture to pay the principal of (or premium, if any) or interest on the Notes on behalf of RCI.

“Person” means any individual, corporation, unlimited liability company, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., or any successor rating agency.

“Tax Act” means the Income Tax Act (Canada), as amended, or successor statutes, and includes regulations promulgated thereunder.

“U.S. Government Obligations” means securities that are:

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

General

The following discussion is a summary, as of the date hereof, of certain material U.S. federal income tax consequences of the acquisition, ownership and disposition of the Notes by a U.S. Holder (as defined below). This discussion only applies to U.S. Holders who acquire the Notes for cash upon original issuance at their “issue price,” which will equal the first price at which a substantial amount of the Notes is sold for money (not including sales to bond houses, brokers, or similar persons or organizations acting in the capacity of initial purchasers, placement agents or wholesalers). This discussion also assumes the U.S. Holders hold the Notes as capital assets for U.S. federal income tax purposes (generally property held for investment).

This discussion does not purport to be a complete analysis of all potential tax consequences that may be relevant to a U.S. Holder in light of its particular circumstances. For example, this discussion does not address:

This summary is based upon the U.S. Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, U.S. Treasury regulations issued thereunder (“Treasury Regulations”), and judicial and administrative interpretations thereof, each as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect, which may result in U.S. federal income tax consequences different from those discussed below. No ruling from the U.S. Internal Revenue Service (“IRS”) has been or is expected to be sought with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the purchase, ownership or disposition of the Notes or that any such position would not be sustained. If the IRS contests a conclusion set forth herein, no assurance can be given that a U.S. Holder would ultimately prevail in a final determination by a court.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of a Note who or that is, for U.S. federal income tax purposes:

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If any partnership or other entity or arrangement taxed as a partnership for U.S. federal income tax purposes holds the Notes, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships and other entities or arrangements taxed as partnerships for U.S. federal income tax purposes and persons holding Notes through such entities or arrangements should consult their tax advisor regarding the tax consequences of the acquisition, ownership and disposition of the Notes.

The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal or tax advice to any U.S. Holder or prospective U.S. Holder of the Notes and no opinion or representation with respect to U.S. federal income tax consequences to any such U.S. Holder or prospective U.S. Holder is made. Prospective U.S. Holders of the Notes should consult their tax advisor regarding the tax consequences of holding Notes in light of their particular circumstances, including the application of the U.S. federal income tax considerations discussed below, as well as the application of U.S. federal estate and gift tax laws and state, local, non-U.S. or other tax laws.

Treatment of the Notes as Indebtedness

The determination of whether an instrument is properly treated as indebtedness or equity for U.S. federal income tax purposes is based on all the relevant facts and circumstances. There is no statutory, judicial or administrative authority directly addressing the U.S. federal income tax treatment of an instrument with terms similar to the Notes. As a result, the U.S. federal income tax treatment of the Notes is not clear. In the absence of authority directly addressing the proper treatment of instruments such as the Notes, based on the facts and the terms of the Notes, we intend to treat the Notes as indebtedness for U.S. federal income tax purposes, and the remainder of this discussion assumes such treatment. Moreover, we will not request any ruling from the IRS regarding the treatment of the Notes for U.S. federal income tax purposes, and the IRS or a court may conclude that the Notes should be treated as equity for U.S. federal income tax purposes. If the IRS were to successfully challenge the treatment of the Notes as indebtedness, interest payments on the Notes would be treated for U.S. federal income tax purposes as dividends to the extent of our current or accumulated earnings and profits. Prospective investors should consult their tax advisor as to the tax consequences that will arise if the Notes are not treated as indebtedness for U.S. federal income tax purposes.

Classification of the Notes

In certain circumstances, we may be obligated to pay amounts in excess of stated interest or principal on the Notes. Our obligation to pay such excess amounts may implicate the provisions of the Treasury Regulations relating to “contingent payment debt instruments.” Under these regulations, however, one or more contingencies will not cause a debt instrument to be treated as a contingent payment debt instrument if, as of the issue date, such contingencies in the aggregate are considered “remote” or “incidental.” We believe and intend to take the position that the contingencies on the Notes described above should not cause the contingent payment debt instrument rules of the Treasury Regulations to apply. Our position is binding on a Holder, unless the Holder discloses in the proper manner to the IRS that it is taking a different position. However, we can give no assurance that our position would be sustained if challenged by the IRS. A successful challenge of this position by the IRS could require a Holder subject to U.S. federal income taxation to accrue ordinary income at a rate that is higher than the stated interest rate and to treat any gain recognized on a sale or other taxable disposition of a Note as ordinary income, rather than capital gain. The remainder of this discussion assumes that the Notes will not be considered contingent payment debt instruments for U.S. federal income tax purposes. Prospective investors are urged to consult their own tax advisor regarding the potential application to the Notes of the contingent payment debt instrument Treasury regulations and the consequences thereof.

Payments of Stated Interest

In general, interest paid on the Notes (including any amounts withheld in respect of Canadian taxes and, without duplication, any Additional Amounts paid with respect thereto) should be taxable to you as ordinary

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income when paid or accrued in accordance with your method of accounting for U.S. federal income tax purposes, except to the extent of any original issue discount (“OID”). If the Notes are issued with more than a de minimis amount of OID under the applicable Treasury Regulations, you must include OID in your gross income for U.S. federal income tax purposes as it accrues using the constant yield method, regardless of your method of accounting and irrespective of when you receive any payment attributable to such income. The Notes may be treated as being issued with OID (i) as a result of our ability to defer payments of interest from time to time, unless the likelihood of such deferral is remote or (ii) if we in fact exercise our option to defer payments of interest.

Based on the relevant facts and circumstances, we do not intend to treat the Notes as issued with OID, including by reason of our ability to defer payments of interest. Our position, however, is not binding on the IRS. The calculation of the amount of such accruals may be complex, and you should therefore consult your tax advisor regarding the tax consequences if the IRS takes a contrary position. The remainder of this discussion assumes the Notes will not be treated as issued with OID.

Sale, Exchange, Redemption, Retirement or Other Taxable Disposition of the Notes

Upon the sale, exchange, redemption, retirement or other taxable disposition of a Note, a U.S. Holder will recognize gain or loss in an amount equal to the difference between the amount realized on the disposition and such U.S. Holder’s adjusted tax basis in the Note. A U.S. Holder’s amount realized will equal the amount of any cash received plus the fair market value of any other property received for the Notes. The amount realized will not include any amount attributable to accrued but unpaid interest, which will be taxable as ordinary interest income if not previously included in income. A U.S. Holder’s adjusted tax basis in a Note generally will equal the amount that the U.S. Holder paid for the Note.

Gain or loss recognized upon the sale, exchange, redemption, retirement or other taxable disposition of a Note by a U.S. Holder generally will be capital gain or loss and will be long-term capital gain or loss if at the time of the sale, exchange, redemption, retirement or other taxable disposition the Note has been held by such U.S. Holder for more than one year. Long-term capital gain realized by a non-corporate U.S. Holder generally will be subject to taxation at a reduced rate. The deductibility of capital losses is subject to limitation.

Foreign Tax Credit

Interest income (including any Additional Amounts) on a Note generally will constitute foreign source income and generally will be considered “passive category income,” while gain or loss recognized upon a sale, exchange, redemption, retirement or other taxable disposition of a Note generally will constitute U.S. source gain or loss, in computing the foreign tax credit allowable to U.S. Holders under U.S. federal income tax laws. The calculation of foreign tax credits involves the application of complex rules that depend on a U.S. Holder’s particular circumstances. U.S. Holders should consult their tax advisor regarding the availability of foreign tax credits.

Additional Tax on Investment Income

Certain U.S. Holders who are individuals, estates or trusts will be subject to an additional 3.8% tax on the lesser of (1) their “net investment income” (in the case of individuals) or on undistributed “net investment income” (in the case of estates and trusts) and (2) the excess, if any, of the modified adjusted gross income for the taxable year over a certain threshold amount. Among other items, “net investment income” would generally include gross income from interest and certain gain from the disposition of property, such as the Notes, less certain deductions. U.S. Holders should consult their own tax advisor regarding the effect, if any, of the tax described above on their ownership and disposition of the Notes.

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Certain Information Reporting Requirements with Respect to Foreign Financial Assets

Certain U.S. Holders that hold “specified foreign financial assets” (which may include a Note) may be required to file IRS Form 8938 (Statement of Specified Foreign Financial Assets) to report information relating to an interest in such specified foreign financial assets. Penalties may apply for failure to properly complete and file IRS Form 8938. U.S. Holders should consult their tax advisor regarding the information reporting requirements relating to their ownership of the Notes.

Backup Withholding and Related Information Reporting Requirements

In general, payments of interest and the proceeds from the sale, exchange, redemption, retirement, or other taxable disposition of the Notes held by a U.S. Holder may be required to be reported to the IRS unless the U.S. Holder is an exempt recipient and, when required, demonstrates this fact. In addition, a U.S. Holder that is not an exempt recipient may be subject to backup withholding unless it provides a taxpayer identification number and otherwise complies with applicable certification requirements.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisor regarding the application of backup withholding, the availability of an exemption from backup withholding and the procedure for obtaining such an exemption, if available.

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MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the principal Canadian federal income tax considerations generally applicable to a Holder of Notes who acquires such notes and is entitled to all payments thereunder, as a beneficial owner, pursuant to this prospectus supplement and who, at all relevant times, for purposes of the Tax Act (i) is not, and is not deemed to be, a resident of Canada, (ii) is not a “specified shareholder” of RCI (for purposes of the thin capitalization rules in the Tax Act) and is not a person that does not deal at arm’s length with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of RCI, (ii) is not an entity in respect of which RCI is a “specified entity” as defined in subsection 18.4(1) of the Tax Act with respect to “hybrid mismatch arrangements” (iii) deals at arm’s length with RCI and with any transferee resident, or deemed to be resident, in Canada to whom the Holder disposes of Notes, and (iv) does not use or hold, and is not deemed to use or hold, the Notes in a business carried on in Canada (a “Non-Canadian Holder”). Special rules, which are not discussed in this summary, may apply to a Holder of Notes that is an authorized foreign bank or an insurer that carries on an insurance business in Canada and elsewhere. Such Holders should consult their own tax advisors. This summary assumes that no amount paid or payable (i) on the Notes will be in respect of a debt or other obligation to pay an amount to a person with whom RCI does not deal at arm’s length for purposes of the Tax Act and (ii) to a Non-Canadian Holder will be the deduction component of a “hybrid mismatch arrangement” under which payment arises within the meaning of paragraph 18.4(3)(b) of the Tax Act.

This summary is based upon the provisions of the Tax Act in force on the date hereof and the regulations thereunder (the “Regulations”), all specific proposals to amend the Tax Act and the Regulations publicly announced prior to the date hereof by or on behalf of the Minister of Finance (Canada) (the “Proposed Amendments”) and an understanding of the current administrative policy and assessing practices of the Canada Revenue Agency published in writing prior to the date of this prospectus supplement. This summary does not otherwise take into account or anticipate any other changes in law or administrative policy or assessing practice, whether by legislative, regulatory, governmental or judicial decision or action, nor does it take into account provincial, territorial or foreign income tax considerations which may differ from the Canadian federal income tax considerations described herein. No assurance can be given that the Proposed Amendments will be enacted as proposed or at all.

This summary is not exhaustive of all Canadian federal income tax considerations that may be relevant to a particular Holder of the Notes. This summary is of a general nature only and is not, and should not be construed to be, legal or tax advice to a particular Holder of Notes, and no representation with respect to the income tax consequences to any particular Holder is made. Accordingly, prospective purchasers of Notes should consult with their own tax advisors for advice regarding the income tax considerations applicable to their particular circumstances.

No withholding tax will apply under the Tax Act to interest, principal or premium, if any, paid or credited to a Non-Canadian Holder on a Note or to proceeds received by a Non-Canadian Holder on the disposition of a note, including on a redemption, payment on maturity, repurchase or purchase for cancelation.

No other tax on income (including taxable capital gains) will be payable under the Tax Act by a Non-Canadian Holder of a Note on interest, principal or premium, if any, or on proceeds received by a Non-Canadian Holder on the disposition of a Note, including on a redemption, payment on maturity, repurchase or purchase for cancelation.

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UNDERWRITING

J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC. are acting as representatives of the underwriters named below.

Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus supplement, each underwriter named below has agreed to purchase, and we have agreed to sell to that underwriter, the principal amount of Notes set forth opposite the underwriter’s name.

The underwriting agreement provides that the obligations of the underwriters to purchase the Notes included in this offering may be terminated at the discretion of the representatives of the underwriters if, among other things, there is a material adverse change in the financial markets which makes it impracticable to proceed with the offering and are also subject to approval of legal matters by counsel and to other conditions. The underwriters are, however, obligated to purchase all of the Notes if they purchase any of the Notes under the underwriting agreement. The underwriters propose to offer some of the NC5 Notes directly to the public at the public offering price set forth on the cover page of this prospectus supplement and some of the NC5 Notes to dealers at the public offering price less a concession not to exceed   %. The underwriters may allow, and dealers may reallow a concession not to exceed   % on sales to other dealers with respect to the NC5 Notes. The underwriters propose to offer some of the NC10 Notes directly to the public at the public offering price set forth on the cover page of this prospectus supplement and some of the NC10 Notes to dealers at the public offering price less a concession not to exceed   %. The underwriters may allow, and dealers may reallow a concession not to exceed   % on sales to other dealers with respect to the NC10 Notes. The offering price and the other terms of the Notes have been determined by negotiation between us and the underwriters.

The following table shows the underwriting commission that we are to pay to the underwriters in connection with this offering (expressed as a percentage of the principal amount of the Notes).

After the underwriters have made a reasonable effort to sell all of the Notes at the initial offering price, the concession allowed and the offering price of the Notes may be changed (but not in excess of the initial offering price) and the compensation realized by the underwriters will change accordingly.

In connection with this offering, the representatives, on behalf of the underwriters, may, subject to applicable laws, bid for, purchase or sell Notes in the open market. These transactions may include over- allotment, syndicate covering transactions and stabilizing transactions. Over-allotment involves syndicate sales of the Notes in excess of the principal amount of the Notes to be purchased by the underwriters in this offering, which creates a syndicate short position. Syndicate covering transactions involve purchases of the Notes in the open market after the distribution has been completed in order to cover syndicate short positions. Stabilizing transactions consist of certain bids or purchases of the Notes made for the purpose of preventing or retarding a decline in the market price of the Notes while the offering is in progress.

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The underwriters also may impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the representatives, in covering syndicate short positions or making stabilizing purchases, repurchase Notes originally sold by that syndicate member.

Any of these activities may have the effect of preventing or retarding a decline in the market price of the Notes. They may also cause the price of the Notes to be higher than the price that otherwise would exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. Neither we nor any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that such transactions may have on the price of the Notes. In addition, if the underwriters commence any of these transactions, they may discontinue them at any time without notice.

We estimate that our total expenses for this offering will be approximately US$     (not including the underwriting commission).

The underwriters have performed and may in the future perform investment and commercial banking and advisory services for us from time to time for which they have received or may in the future receive customary fees and expenses.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. If any of the underwriters or their affiliates have a lending relationship with us, certain of those underwriters or their affiliates routinely hedge, and certain other of those underwriters or their affiliates may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, these underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the Notes offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the Notes offered hereby. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

The offer and sale of the Notes to any person or company outside of Canada is not subject to the prospectus requirements under applicable Canadian securities laws. The Notes offered hereby have not been qualified for distribution by prospectus under the securities laws of any province or territory of Canada and are not being offered in Canada or to any resident of Canada. Each underwriter has agreed that it will not, directly or indirectly, offer, sell or deliver any Notes purchased by it in Canada or to residents of Canada and that any selling agreement or similar agreement with respect to the Notes will require each dealer or other party thereto to make an agreement to the same effect.

We expect that delivery of the Notes will be made against payment therefor on or about the closing date specified on the cover page of this prospectus supplement, which will be the second business day following the date of pricing of the Notes (this settlement cycle being referred to as “T+2”).

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Selling Restrictions

Notice to Prospective Investors in the European Economic Area

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. This prospectus supplement and the accompanying short form base shelf prospectus have been prepared on the basis that any offer of Notes in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of Notes. This prospectus supplement and the accompanying short form base shelf prospectus are not a prospectus for the purposes of the Prospectus Regulation.

Notice to Prospective Investors in the United Kingdom

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the EUWA (as amended, the “UK Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation. This prospectus supplement and the accompanying short form base shelf prospectus have been prepared on the basis that any offer of Notes in the United Kingdom will be made pursuant to an exemption under the FSMA from the requirement to publish a prospectus for offers of Notes. This prospectus supplement and the accompanying short form base shelf prospectus are not a prospectus for the purposes of the FSMA or the UK Prospectus Regulation.

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity within the meaning of Section 21 of the FSMA received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to us; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

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Notice to Prospective Investors in Hong Kong

The contents of this prospectus supplement and the accompanying prospectus have not been reviewed or approved by any regulatory authority in Hong Kong. This prospectus supplement and the accompanying prospectus do not constitute an offer or invitation to the public in Hong Kong to acquire the Notes. Accordingly, no person may issue or have in its possession for the purpose of issue, this prospectus supplement, the accompanying prospectus or any advertisement, invitation or document relating to the Notes which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong, except (i) where the Notes are only intended to be offered to “professional investors” (as such term is defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“SFO”) and the subsidiary legislation made thereunder), (ii) in circumstances which do not result in this prospectus supplement or the accompanying prospectus being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong (Cap. 32 of the Laws of Hong Kong) (“CO”), or (iii) in circumstances which do not constitute an offer or an invitation to the public for the purposes of the SFO or the CO. The offer of the Notes is personal to the person to whom this prospectus supplement and the accompanying prospectus have been delivered, and a subscription for the Notes will only be accepted from such person. No person to whom a copy of this prospectus supplement or the accompanying prospectus is issued may copy, issue or distribute this prospectus supplement or the accompanying prospectus to any other person. You are advised to exercise caution in relation to the offer. If you are in any doubt about the contents of this prospectus supplement or the accompanying prospectus, you should obtain independent professional advice.

Notice to Prospective Investors in Japan

The Notes offered hereby have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The Notes have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the account or benefit of a resident of Japan, except (i) pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable laws, regulations and ministerial guidelines of Japan.

Notice to Prospective Investors in Singapore

This prospectus supplement and the accompanying prospectus have not been registered as a prospectus under the Securities and Futures Act, Chapter 289 of Singapore (“SFA”) by the Monetary Authority of Singapore, and the offer of the Notes in Singapore is made primarily pursuant to the exemptions under Sections 274 and 275 of the SFA. Accordingly, this prospectus supplement, the accompanying prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor as defined in Section 4A of the SFA (an “Institutional Investor”) pursuant to Section 274 of the SFA, (ii) to an accredited investor as defined in Section 4A of the SFA (an “Accredited Investor”) or other relevant person as defined in Section 275(2) of the SFA (a “Relevant Person”) and pursuant to Section 275(1) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA; or (iii) otherwise pursuant to, and in accordance with, the conditions of any other applicable exemption or provision of the SFA.

It is a condition of the offer that where the Notes are subscribed for or acquired pursuant to an offer made in reliance on Section 275 of the SFA by a Relevant Person which is:

(a) a corporation (which is not an Accredited Investor), the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an Accredited Investor; or

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(b) a trust (where the trustee is not an Accredited Investor), the sole purpose of which is to hold investments and each beneficiary of the trust is an individual who is an Accredited Investor, the shares, debentures and units of shares and debentures of that corporation, and the beneficiaries’ rights and interest (howsoever described) in that trust, shall not be transferred within six months after that corporation or that trust has subscribed for or acquired the Notes except:

(1) to an Institutional Investor, or an Accredited Investor or other Relevant Person, or to any person arising from an offer referred to in Section 275(1A) of the SFA (in the case of that corporation) or Section 276(4)(i)(B) of the SFA (in the case of that trust);

(2) where no consideration is or will be given for the transfer; or

(3) where the transfer occurs by operation of law.

Singapore Securities and Futures Act Product Classification—Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, the Company has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the notes are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Notice to Prospective Investors in Switzerland

The Notes may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This prospectus supplement and the accompanying prospectus do not constitute a prospectus within the meaning of and have been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this prospectus supplement, the accompanying prospectus or any other offering or marketing material relating to the Notes or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this prospectus supplement, the accompanying prospectus nor any other offering or marketing material relating to the offering, RCI or the Notes has been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus supplement and the accompanying prospectus will not be filed with, and the offer of Notes will not be supervised by, the Swiss Financial Market Supervisory Authority, and the offer of Notes has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (the “CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the Notes.

Notice to Prospective Investors in Taiwan

The Notes have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan and/or any other regulatory authority of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which could constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that requires a registration, filing or approval of the Financial Supervisory Commission of Taiwan and/or other regulatory authority of Taiwan. No person or entity in Taiwan has been authorized to offer or sell the Notes in Taiwan.

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Notice to Prospective Investors in the United Arab Emirates

The Notes have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, this prospectus supplement and the accompanying prospectus do not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and are not intended to be a public offer. The prospectus supplement and the accompanying prospectus have not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority or the Dubai Financial Services Authority.

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LEGAL MATTERS

Certain legal matters in connection with the offering of the Notes will be passed upon on our behalf by Davies Ward Phillips & Vineberg LLP, our Canadian counsel, and Cravath, Swaine & Moore LLP, our U.S. counsel. Certain legal matters will be passed upon for the underwriters by McCarthy Tétrault LLP, the underwriters’ Canadian counsel, and Skadden, Arps, Slate, Meagher & Flom LLP, the underwriters’ U.S. counsel. As of the date of this prospectus supplement, the respective partners and associates of each of Davies Ward Phillips & Vineberg LLP and McCarthy Tétrault LLP own beneficially, directly or indirectly, less than 1% of our outstanding securities of any class and less than 1% of the outstanding securities of any class of our associates or affiliates.

EXPERTS

KPMG LLP are the auditors of RCI and have confirmed that they are independent with respect to RCI within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation, and that they are independent accountants with respect to RCI under all relevant U.S. professional and regulatory standards.

The audited consolidated financial statements of Shaw as at and for the years ended August 31, 2022 and August 31, 2021, including the notes thereto, included or incorporated by reference in the Business Acquisition Report and incorporated by reference herein, have been audited by Ernst & Young LLP. Ernst & Young LLP has confirmed that, at the time of their audit, they were independent of Shaw in the context of the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta and the regulations adopted by the U.S. Securities and Exchange Commission and Public Company Accounting Oversight Board (United States).

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APPENDIX A - Q4 INFORMATION

Consolidated Financial Highlights

Quarterly Financial Highlights

Revenue

Total revenue and total service revenue increased by 3% and 2%, respectively, this quarter, driven by revenue growth in our Wireless and Media businesses and by stabilized revenue in our Cable business.

Wireless service revenue increased by 2% this quarter, primarily as a result of the cumulative impact of growth in our mobile phone subscriber base over the past year. Wireless equipment revenue increased by 9%, primarily as a result of an increase in subscribers purchasing higher-value devices.

Cable service revenue was stable this quarter, improving sequentially from the third quarter and from the prior year.

Media revenue increased by 10% this quarter, primarily as a result of higher sports- and entertainment-related revenue, but lower than expectations as previously announced.

Adjusted EBITDA and margins

Consolidated adjusted EBITDA increased 9% this quarter, and our adjusted EBITDA margin increased by 250 basis points, primarily as a result of ongoing productivity and cost efficiencies.

Wireless adjusted EBITDA increased by 6%, primarily due to the flow-through impact of higher revenue as discussed above in conjunction with ongoing cost efficiencies. This gave rise to an adjusted EBITDA margin of 66%, up 250 basis points.

Cable adjusted EBITDA increased by 5% due to ongoing cost efficiencies. This gave rise to an adjusted EBITDA margin of 59%, up 290 basis points.

Media adjusted EBITDA increased by $49 million this quarter, primarily due to higher revenue as discussed above.

Net income and adjusted net income

Net income and adjusted net income increased by 70% and 26%, respectively, this quarter, primarily as a result of higher adjusted EBITDA.

Cash flow and available liquidity

This quarter, we generated cash provided by operating activities of $1,135 million (2023 - $1,379 million), which decreased as a result of a greater net investment in net operating assets and liabilities partially offset by higher adjusted EBITDA, and free cash flow of $878 million (2023 - $823 million), which increased primarily as a result of higher adjusted EBITDA.

As at December 31, 2024, we had $4.8 billion of available liquidity² (December 31, 2023 - $5.9 billion), including $0.9 billion in cash and cash equivalents and $3.5 billion available under our bank and other credit facilities.

Our debt leverage ratio as at December 31, 2024 was 4.5 (December 31, 2023 - 5.0, or 4.7² on an as adjusted basis to include trailing 12-month adjusted EBITDA of a combined Rogers and Shaw as if the Shaw Transaction had closed on January 1, 2023). See “Financial Condition” for more information.

We also returned $267 million in dividends to shareholders this quarter and we declared a $0.50 per share dividend on January 29, 2025.

MLSE Transaction

On September 18, 2024, we announced an agreement with BCE Inc. (Bell) to acquire Bell’s indirect 37.5% ownership stake in Maple Leaf Sports & Entertainment Inc. (MLSE) for a purchase price of $4.7 billion subject to certain adjustments, payable in cash (MLSE Transaction). In December 2024, we received clearance from the Competition Bureau to proceed with the MLSE Transaction. We still require sports league approvals and approval from the Canadian Radio-television and Telecommunications Commission before the MLSE Transaction can close. We expect financing for the MLSE Transaction will include private investors.

Update on prospective $7 billion structured equity investment

On October 24, 2024, we announced that we entered into a non-binding term sheet with a leading global financial investor for a proposed $7 billion structured equity investment, substantially all of the net proceeds of which are expected to be used to reduce debt and further strengthen our balance sheet. The equity investment, if completed, would result in the investor acquiring a minority stake in a subsidiary that will own a portion of our wireless backhaul transport infrastructure, with Rogers continuing to maintain operational control. We continue to consider, evaluate, and work on definitive agreements with respect to the proposed equity investment. Completion is subject to entering into binding definitive documentation with the investor.

The financial information contained in this earnings release is prepared using International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. This earnings release should be read in conjunction with our 2023 Annual MD&A, our 2023 Audited Consolidated Financial Statements, our 2024 First, Second, and Third Quarter MD&A and Interim Condensed Consolidated Financial Statements, and our other recent filings with Canadian and US securities regulatory authorities, which are available on SEDAR+ at sedarplus.ca or EDGAR at sec.gov, respectively.

References in this earnings release to the Shaw Transaction are to our acquisition of Shaw Communications Inc. (Shaw) on April 3, 2023. For additional details regarding the Shaw Transaction, see “Shaw Transaction” in our 2023 Annual MD&A and our 2023 Annual Audited Consolidated Financial Statements.

We, us, our, Rogers, Rogers Communications, and the Company refer to Rogers Communications Inc. and its subsidiaries. RCI refers to the legal entity Rogers Communications Inc., not including its subsidiaries. Rogers also holds interests in various investments and ventures.

All dollar amounts are in Canadian dollars unless otherwise stated and are unaudited. All percentage changes are calculated using the rounded numbers as they appear in the tables. Information is current as at January 29, 2025 and was approved by RCI’s Board of Directors (the Board).

We are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).

In this earnings release, this quarter, the quarter, or fourth quarter refer to the three months ended December 31, 2024, first quarter refers to the three months ended March 31, 2024, second quarter refers to the three months ended June 30, 2024, third quarter refers to the three months ended September 30, 2024 and year to date or full year refer to the twelve months ended December 31, 2024. All results commentary is compared to the equivalent period in 2023 or as at December 31, 2023, as applicable, unless otherwise indicated.

Trademarks in this earnings release are owned or used under licence by Rogers Communications Inc. or an affiliate. This earnings release may also include trademarks of other parties. The trademarks referred to in this earnings release may be listed without the ^™ symbols. ©2025 Rogers Communications

Reportable segments

We report our results of operations in three reportable segments. Each segment and the nature of its business is as follows:

Wireless and Cable are operated by our wholly owned subsidiary, Rogers Communications Canada Inc. (RCCI), and certain of our other wholly owned subsidiaries. Media is operated by our wholly owned subsidiary, Rogers Media Inc., and its subsidiaries.

Summary of Consolidated Financial Results

Results of our Reportable Segments

WIRELESS

Wireless Financial Results

Wireless Subscriber Results ¹

Service revenue

The 2% increase in service revenue this quarter was primarily a result of the cumulative impact of growth in our mobile phone subscriber base over the past year, including our evolving mobile phone plans that increasingly bundle more services in the monthly service fee.

Mobile phone ARPU remained stable this quarter.

The decrease in gross and net additions this quarter was a result of a less active market, slowing population growth as a result of changes to government immigration policies, and our focus on attracting subscribers to our premium 5G Rogers brand.

Equipment revenue

The 9% increase in equipment revenue this quarter was primarily a result of:

Operating costs

Cost of equipment

The 8% increase in the cost of equipment this quarter was a result of the equipment revenue changes discussed above.

Other operating costs

The 4% decrease in other operating costs this quarter was primarily a result of lower costs associated with productivity and efficiency initiatives.

Adjusted EBITDA

The 6% increase in adjusted EBITDA this quarter was a result of the revenue and expense changes discussed above.

CABLE

Cable Financial Results

Service revenue

Service revenue was stable this quarter as a result of service pricing changes offset by declines in our Home Phone, Video, and Satellite subscriber bases.

The lower ARPA this quarter was primarily a result of competitive promotional activity.

Operating costs

The 7% decrease in operating costs this quarter was a result of ongoing cost efficiency initiatives.

Adjusted EBITDA

The 5% increase in adjusted EBITDA this quarter was a result of the service revenue and expense changes discussed above.

MEDIA

Media Financial Results

Revenue

The 10% increase in revenue this quarter was a result of:

Operating costs

The 2% increase in operating costs this quarter was a result of:

Adjusted EBITDA

The increase in adjusted EBITDA this quarter was a result of the revenue and expense changes discussed above.

CAPITAL EXPENDITURES

One of our objectives is to build the biggest and best networks in the country. As we continually work towards this, we once again spent more on our wireless and wireline networks this year than we have in the past several years. We continue to expand the reach and capacity of our 5G network (the largest 5G network in Canada as at December 31, 2024) across the country. We also continue to invest in fibre deployments, including fibre-to-the-home (FTTH), in our cable network and we are expanding our network footprint to reach more homes and businesses, including in rural, remote, and Indigenous communities.

These investments will strengthen network resilience and stability and will help us bridge the digital divide by expanding our network further into rural and underserved areas through participation in various programs and projects.

Wireless

The increase in capital expenditures in Wireless this quarter was a result of investments made to upgrade and expand our wireless network. We continue to make investments in our network development and 5G deployment to expand our wireless network. The ongoing deployment of 3500 MHz spectrum and the commencement of 3800 MHz spectrum deployment continue to augment the capacity and resilience of our earlier 5G deployments in the 600 MHz spectrum band.

Cable

Capital expenditures in Cable this quarter were in line with last year. Capital expenditures reflect continued investments in our infrastructure, including additional fibre deployments to increase our FTTH distribution. These investments incorporate the latest technologies to help deliver more bandwidth and an enhanced customer experience as we progress in our connected home roadmap, including service footprint expansion and upgrades to our DOCSIS 3.1 platform to evolve to DOCSIS 4.0, offering increased network resilience, stability, and faster download speeds over time.

Media

The decrease in capital expenditures in Media this quarter was primarily a result of lower stadium infrastructure expenditures associated with the multi-year Rogers Centre modernization project that was completed earlier this year.

Capital intensity

Capital intensity increased this quarter as a result of the revenue and capital expenditure changes discussed above.

Review of Consolidated Performance

This section discusses our consolidated net income and other income and expenses that do not form part of the segment discussions above.