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SEC Filings

F-10
ROGERS COMMUNICATIONS INC filed this Form F-10 on 04/23/2018
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Under Section 164 of the BCBCA, the Supreme Court of British Columbia may, on application of RCI or an eligible party, order RCI to indemnify or to pay expenses of an eligible party, despite Sections 160 to 163 of the BCBCA.

Under the BCBCA, the articles of RCI may affect the power or obligation of RCI to give an indemnity or pay expenses to the extent that the articles prohibit giving the indemnity or paying the expenses. As indicated above, this is subject to the overriding power of the Supreme Court of British Columbia under Section 164 of the BCBCA.

The articles of RCI provide that RCI shall indemnify, and pay expenses in advance of the final disposition of a proceeding of, a director or officer or former director or officer of RCI or a person who acts or acted at RCIs request as a director or officer, or in a similar capacity of another entity, and the heirs and personal or other legal representatives of such a person, in accordance with, and to the fullest extent and in all circumstances permitted by the BCBCA. The articles further provide that RCI may enter into indemnification agreements, including without limitation, provisions therein whereby a court order approving indemnification will be applied for, if required. The foregoing rights and powers of RCI are in addition to and not in substitution for any other rights and powers regarding indemnification, payment of expenses and insurance.

As contemplated by Section 165 of the BCBCA, RCI has purchased insurance for the benefit of its directors and officers against potential claims against them and against loss for which RCI may be required or permitted by law to indemnify such directors and officers.

RCI has entered into indemnification agreements with certain of its officers and directors that indemnify such persons to the maximum amount permitted by applicable law. Pursuant to these agreements, RCI has agreed to provide such persons an advance of defense costs prior to final disposition of a proceeding, subject to an obligation to repay in certain circumstances.

Rogers Communications Canada Inc.

Under the Canada Business Corporations Act (the CBCA), Rogers Communications Canada Inc. (RCCI) may indemnify a director or officer of RCCI, a former director or officer of RCCI or another individual who acts or acted at RCCIs request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with RCCI or other entity and provided that the director, officer or other individual acted honestly and in good faith with a view to the best interests of RCCI, or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at RCCIs request and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, if the director, officer or other individual had reasonable grounds for believing that such individuals conduct was lawful. Such indemnification may be made in connection with a derivative action only with court approval. A director, officer or other individual referred to above is entitled to indemnification from RCCI in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individuals association with RCCI or other entity, as described above, if the individual was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done and fulfilled the conditions set forth above.

The by-laws of RCCI provide that, subject to the fulfilment of (i) and (ii) below, RCCI shall indemnify a director or officer of RCCI, a former director or officer of RCCI or another individual who acts or acted at RCCI's request as a director or officer (or an individual acting in a similar capacity) of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with RCCI or other entity. RCCI shall not indemnify an individual referred to above unless he or she: (i) acted honestly and in good faith with a view to the best interests of RCCI or, as the case may be, to the best interests of the other entity for which he or she acted as a director or officer or in a similar capacity at RCCI's request; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. RCCI shall advance monies to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to above. However, the individual shall repay the monies if he or she does not fulfil (i) and (ii) above. RCCI shall also indemnify the individual referred to above in such other circumstances as the CBCA or law permits or requires. Nothing in RCCI's by-laws shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of such by-laws.
 
RCCI has purchased insurance against potential claims against the directors or officers of RCCI and against loss for which RCCI may be required or permitted by law to indemnify such directors and officers.

 

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