exv4w15



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SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 40-F/A




(Check one)



	 	 	 
	o

	 	Registration Statement pursuant to Section 12 or the Securities Exchange Act of 1934.
	x

	 	Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.







	 	 	 
	For the fiscal year ended

	 	December 31, 2003
	

	 	

	Commission file number
	 	 
	

	 	








Rogers Wireless Communications Inc.





(Exact Name of Registrant as Specified in Its Charter)




Not Applicable








(Translation of Registrant’s Name Into English (if Applicable))




Canada








(Province or Other Jurisdiction of Incorporation or Organization)




4812








(Primary Standard Industrial Classification Code Number (if Applicable))




Not Applicable








(I.R.S. Employer Identification Number (if Applicable))




One Mount Pleasant Road

Toronto, Ontario M4Y 2Y5 (416) 935-1100






(Address and Telephone Number of Registrant’s Principal Executive Offices)




CT Corporation System

111 Eighth Avenue, 13th Floor

New York, New York 10011 (212) 894-8400





(Name, Address and Telephone Number of Agent For Service in the United States)




Securities registered or to be registered pursuant to Section 12(b) of the Act:




	 	 	 
	Title of Each Class
	 	Name of Each Exchange on Which Registered

	Not Applicable
	 	Not Applicable







Securities registered or to be registered pursuant to Section 12(g) of the Act:




Not Applicable





(Title of Class)




Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:




Class B Restricted Voting Shares









For annual reports, indicate by check mark the information filed with this form:




	 	 	 	 	 	 	 
	x

	 	Annual Information Form
	 	o
	 	Audited Annual Financial Statements







Indicate the number of
outstanding shares of each of the issuer’s classes of capital

or common stock as of the close of the period covered by the annual report:

 

90,468,259 Class A Multiple Voting shares and 51,430,178
Class B Restricted Voting shares




     Indicate by check mark whether the registrant by filing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the “Exchange Act”). If “Yes” is marked, indicate the file number assigned to
the registrant in connection with such rule.



	 	 	 	 	 	 	 	 	 
	Yes

	 	o
	 	82-
	 	No
	 	x







     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceeding 12 months (or for such shorter period that the registrant was
required to file such reports); and (2) has been subject to such filing
requirements for the past 90 days.



	 	 	 	 	 	 	 
	Yes

	 	x
	 	No
	 	o







 










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	DISCLOSURE CONTROLS AND PROCEDURES
	UNDERTAKING
	SIGNATURES
	EXHIBIT INDEX








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DISCLOSURE CONTROLS AND PROCEDURES



As of the end of the period covered by this report (the “Evaluation Date”),
Rogers Wireless Communications Inc. (the “Company”) conducted an evaluation
(under the supervision and with the participation of the Company’s management,
including the chief executive officer and chief financial officer), pursuant to
Rule 13a-15 promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), of the effectiveness of the design and operation of the
Company’s disclosure controls and procedures. Based on this evaluation, the
Company’s chief executive officer and chief financial officer concluded that as
of the Evaluation Date such disclosure controls and procedures were reasonably
designed to ensure that information required to be disclosed by the Company in
reports it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and
forms of the Securities and Exchange Commission.



Since the last evaluation by the Company’s management of the Company’s internal
controls, there have not been any significant changes in the internal controls
or in other factors that could significantly affect the internal controls.




AUDIT COMMITTEE FINANCIAL EXPERT


The Board of Directors of Rogers Wireless Communications Inc. has determined
that the Company has at least one “audit committee financial expert”, (as
defined in the general instruction 8(b) of Form 40-F), serving on its Audit
Committee. The audit committee financial expert is the Chairman of the Audit
Committee, Pierre Morrissette.




CODE OF ETHICS


The Company has adopted a code of ethics that applies to all directors and
officers. The code of ethics has been posted
on the Rogers website under the Corporate Governance section at www.rogers.com.
A copy of the code of ethics will be provided upon request to Investor
Relations, One Mount Pleasant Road, 16th Floor, Toronto, Ontario, M4Y 2Y5.




PRINCIPAL ACCOUNTANT FEES AND SERVICES


The following table presents fees for professional services rendered by KPMG
LLP to the Company for the audit of the Company’s annual financial statements
for 2003 and 2002, and fees billed for other services rendered by KPMG LLP,
during the period from January 1, 2002 to December 31, 2003.




	 	 	 	 	 	 	 	 	 
	 	 	2003	 	2002
	 	 	($)
	 	($)

	Audit fees
	 	 	520,500	 	 	 	423,000	 
	Audit-related fees (1)
	 	 	38,956	 	 	 	10,500	 
	Tax fees (2)
	 	 	73,680	 	 	 	46,810	 
	All other fees (3)
	 	 	30,000	 	 	 	64,300	 
	 
	 	 	
 	 	 	 	
 	 
	Total
	 	 	663,136	 	 	 	544,610	 
	 
	 	 	
 	 	 	 	
 	 









	(1)	 	Audit-related fees consist principally of regulatory audits and other
specified procedures audits.
	 
	(2)	 	Tax fees consist of fees for tax consultation and compliance services.
	 
	(3)	 	All other fees consist principally of fees for services related to French
translation.





 









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The Company’s policy regarding pre-approval of all audit, audit-related and
non-audit services is based upon compliance with the Sarbanes-Oxley Act of
2002, and subsequent implementing rules promulgated by the SEC.



The following is the pre-approval process:






	 	1.	 	Annually the Company will provide the Audit Committee with a list
of the audit-related and non-audit services that may be
provided to the Company. The Audit Committee will
review the services with the auditor and management considering whether
the provision of the service is compatible with maintaining the
auditor’s independence.
	 
	 	2.	 	Management may engage the auditor for specific engagements that are
included in the listing of pre-approved services referred to above if
the estimated fees do not exceed (i) $100,000 per engagement or (ii)
$200,000 per quarter in aggregate amount on a consolidated basis for
the Company.
	 
	 	3.	 	The Audit Committee delegates authority to the Chairman of the
Audit Committee to approve requests for services not included in the
pre-approved list of services or for services not previously
pre-approved by the Audit Committee. Any services approved by the
Chairman will be reported to the full Audit Committee at the next
meeting.
	 
	 	4.	 	A review of all audit and non-audit services and fees rendered to
the Company and its subsidiaries by KPMG LLP will be reviewed each
quarter by the Audit Committee.





OFF-BALANCE SHEET ARRANGEMENTS


The Company does not have any off-balance sheet arrangements other than the
cross-currency interest rate exchange agreements described under the heading
“Liquidity and Capital Resources — Interest Rate and Foreign Exchange
Management” on pages 23 and 24 of the “Management’s Discussion and Analysis”
submitted to the Securities and Exchange Commission on
November 24, 2004 as
Exhibit 99.1 to the Company’s Form 6-K/A and incorporated by reference herein.




TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS


The information provided under the heading “Commitments and Contractual
Obligations — Contractual Obligations” set forth on pages 30 and 31 of the
“Management’s Discussion and Analysis” submitted to the Securities and Exchange
Commission on November 24, 2004 as Exhibit 99.1 to the Company’s Form 6-K/A is
incorporated by reference herein.




 









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UNDERTAKING




     Rogers Wireless Communications Inc. undertakes to make available, in
person or by telephone, representatives to respond to inquiries made by the
Commission staff, and to furnish promptly, when requested to do so by the
Commission staff, information relating to: the securities registered pursuant
to Form 40-F/A; the securities in relation to which the obligation to file an
annual report on Form 40-F/A arises; or transactions in said securities.






SIGNATURES




     Pursuant to the requirements of the Exchange Act, the registrant certifies
that it meets all of the requirements for filing on Form 40-F and has duly
caused this annual report to be signed on its behalf by the undersigned,
thereto duly authorized.



	 	 	 	 	 
	Registrant

	 	Rogers Wireless Communications Inc.	 	 
	 
	 	 	 	 
	By

	 	/s/ John R. Gossling


	 	/s/ M. Lorraine Daly


	

	 	John R. Gossling
	 	M. Lorraine Daly
	

	 	Senior Vice President and
	 	Vice President, Treasurer
	

	 	Chief Financial Officer	 	 
	 
	 	 	 	 
	Date

	 	November 23, 2004	 	 







 









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EXHIBIT INDEX







EXHIBIT INDEX




	 	 	 
	EXHIBIT	 	 
	NUMBER
	 	DESCRIPTION

	23.1

	 	Independent Auditors’ Consent
	31.1

	 	Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
	31.2

	 	Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
	32.1

	 	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	99.1

	 	Annual Information Form
	99.2

	 	Management’s Discussion and Analysis for the fiscal year ended
December 31, 2003, including annual audited consolidated financial
statements (submitted to the Securities and Exchange Commission on
November 24, 2004 as Exhibit 99.1 to
Form 6-K/A and incorporated by reference herein)







 









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Exhibit 23.1




Independent Auditors’ Consent




The Board of Directors

Rogers Wireless Communications Inc.


We consent to the use of our report
dated January 28, 2004, except as to Note 19, which is as of November 19,
2004, with respect to the consolidated balance sheets of Rogers Wireless Communications Inc. as of
December 31, 2003 and 2002, and the related consolidated statements of income,
deficit and cash flows for each of the years in the two year period ended
December 31, 2003, incorporated in this annual report on Form 40-F by
reference.







/s/ KPMG LLP 


 

Toronto, Canada

November 19, 2004



 









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Exhibit 31.1




Section 302 Certification




CERTIFICATIONS


I, Nadir H. Mohamed, President and Chief Executive Officer, certify that:






	1.	 	I have reviewed this annual report on Form 40-F/A of Rogers Wireless
Communications Inc.;
	 
	2.	 	Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
	 
	3.	 	Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this report;
	 
	4.	 	The issuer’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the issuer and have:







	 	(a)	 	Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
issuer, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in
which this report is being prepared;
	 
	 	(b)	 	Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
	 
	 	(c)	 	Evaluated the effectiveness of the issuer’s disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report
based on such evaluation; and
	 
	 	(d)	 	Disclosed in this report any change in the issuer’s internal
control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is
reasonably likely to materially affect, the issuer’s internal
control over financial reporting; and







	5.	 	The issuer’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the issuer’s auditors and the audit committee of the issuer’s board of
directors (or persons performing the equivalent function):







	 	(a)	 	All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the issuer’s ability
to record, process, summarize and report financial information; and
	 
	 	(b)	 	Any fraud, whether or not material, that involves management
or other employees who have a significant role in the issuer’s
internal control over financial reporting.





Date: November 23, 2004



	 	 	 
	 

	 	/s/ Nadir H. Mohamed


	

	 	Nadir H. Mohamed
	

	 	President and Chief Executive
	

	 	Officer







 









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Exhibit 31.2




Section 302 Certification




CERTIFICATIONS


I, John R. Gossling, Senior Vice President and Chief Financial Officer, certify
that:






	1.	 	I have reviewed this annual report on Form 40-F/A of Rogers Wireless
Communications Inc.;
	 
	2.	 	Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
	 
	3.	 	Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this report;
	 
	4.	 	The issuer’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the issuer and have:







	 	(a)	 	Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
issuer, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in
which this report is being prepared;
	 
	 	(b)	 	Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
	 
	 	(c)	 	Evaluated the effectiveness of the issuer’s disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report
based on such evaluation; and
	 
	 	(d)	 	Disclosed in this report any change in the issuer’s internal
control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is
reasonably likely to materially affect, the issuer’s internal
control over financial reporting; and







	5.	 	The issuer’s other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the issuer’s auditors and the audit committee of the issuer’s board of
directors (or persons performing the equivalent function):







	 	(a)	 	All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the issuer’s ability
to record, process, summarize and report financial information; and
	 
	 	(b)	 	Any fraud, whether or not material, that involves management
or other employees who have a significant role in the issuer’s
internal control over financial reporting.





Date: November 23, 2004



	 	 	 
	 

	 	/s/ John R. Gossling


	

	 	John R. Gossling
	

	 	Senior Vice President and
	

	 	Chief Financial Officer







 









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Exhibit 32.1




Certification Pursuant to




18 U.S.C. Section 1350




As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




     In
connection with the Annual Report on Form 40-F/A of Rogers Wireless
Communications Inc., a corporation continued under the laws of Canada (the
“Company”) for the period ending December 31, 2003 as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), each of the
undersigned officers of the Company certify pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:


1.) the Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and



2.) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.




	 	 	 
	Dated:
November 23, 2004

	 	/s/ Nadir H. Mohamed


	

	 	Nadir H. Mohamed
	

	 	President and Chief Executive Officer
	 
	 	 
	Dated:
November 23, 2004

	 	/s/ John R. Gossling


	

	 	John R. Gossling
	

	 	Senior Vice President and Chief
	

	 	Financial Officer







 









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EXHIBIT 99.1




ROGERS WIRELESS COMMUNICATIONS INC.




ANNUAL INFORMATION FORM

(for the fiscal year ended December 31, 2003)




May 19, 2004














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ROGERS WIRELESS COMMUNICATIONS INC.

ANNUAL INFORMATION FORM INDEX



The following is an index of the Annual Information Form referencing the
requirements of Form 44-101F1 of the Canadian Securities Administrators.
Certain parts of this Annual Information Form are contained in Rogers Wireless
Communications Inc.’s Amended — Management’s Discussion and Analysis for the
fiscal year ended December 31, 2003 (the “2003 MD&A”) and in the Rogers
Wireless Communications Inc.’s Management Information Circular dated April 19,
2004, (the “2004 Information Circular”) each of which is filed on SEDAR and
incorporated herein by reference as noted below.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	2004
	 	 	Annual Information	 	2003	 	Information
	 	 	Form
	 	MD&A
	 	Circular

	Item 1 – Cover Page
	 	 	1	 	 	 	 	 	 	 	 	 
	- Index
	 	 	2	 	 	 	 	 	 	 	 	 
	Item 2 – Corporate Structure
	 	 		 	 	 	 	 	 	 	 	 
	2.1 – Name and Incorporation
	 	 	3	 	 	 	 	 	 	 	 	 
	2.2 – Intercorporate Relationships
	 	 	3	 	 	 	8(1)	 	 	 	 	 
	Item 3 – General Development of the Business
	 	 	 	 	 	 	 	 	 	 	 	 
	3.1 – Three Year History
	 	 	4-5	 	 	 	 	 	 	 	 	 
	3.2 – Significant Acquisitions and
Significant Dispositions
	 	 	n/a	 	 	 	 	 	 	 	 	 
	3.3 – Trends
	 	 	 	 	 	 	6(2)		 	 	 	 
	Item 4 – Narrative Description of the Business
	 	 	 	 	 	 	 	 	 	 	 	 
	4.1 – General-Business Overview
	 	 	 	 	 	 	1-8(3)		 	 	 	 
	– Employees
	 	 	 	 	 	 	21(4)		 	 	 	 
	– Properties, Trademarks, Environmental
and Other Matters
	 	 	5	 	 	 	8, 24-30 (1), 30-31(5)		 	 	 	 
	Item 5 – Selected Consolidated Financial Information
	 	 	 	 	 	 	 	 	 	 	 	 
	5.1 – Annual Information
	 	 	 	 	 	 	35(6)		 	 	 	 
	5.2 – Dividends
	 	 	6	 	 	 	 	 	 	 	 	 
	Item 6 – Management’s Discussion and Analysis
	 	 	 	 	 	 	1-30	 	 	 	 	 
	Item 7 – Market for Securities
	 	 	6	 	 	 	 	 	 	 	 	 
	Item 8 – Directors and Officers
	 	 	6-11	 	 	 	 	 	 	 	3 (7), 25(9)	 
	Item 9 – Additional Information
	 	 	11	 	 	 	 	 	 	 	3(8), 11-12(10)	









	(1)	 	Under the heading “Intercompany and Related Party Transactions”.
	 
	(2)	 	Under the heading “Recent Wireless Industry Trends”.
	 
	(3)	 	Under the headings “Overview”, “Company Strategy”, “Key Performance
Indicators” “Seasonality” “Overview of Government Regulation and
Regulatory Developments” and “Competition”.
	 
	(4)	 	Under the heading “Employees”.
	 
	(5)	 	Under the heading “Commitments and Contractual Obligations”.
	 
	(6)	 	Under the heading “Five-Year Financial Summary”.
	 
	(7)	 	Under the heading “Shares Entitled to be Voted at the Meeting – Principal
Holders of Shares of the Corporation”.
	 
	(8)	 	Under the heading “Shares Entitled to be Voted at the Meeting”.
	 
	(9)	 	Under the heading “Board Committees”
	 
	(10)	 	Under the heading “Take-Over Bid Protection for Class B Restricted Voting
Shares”.





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ITEM 2 — CORPORATE STRUCTURE


Item 2.1 — Name and Incorporation Rogers Wireless Communications Inc. (“RWCI”
or the “Company” and, together with its subsidiaries, “Wireless”) is a holding
company which has been continued under the Canada Business Corporations Act.
Rogers Wireless Inc. (“RWI”) is the principal operating subsidiary of RWCI.




     In June 2000, amendments were made to the articles of RWCI to change the
name of the Company to “Rogers Wireless Communications Inc.” in English and
“Rogers Communications sans fil Inc.” in French or such other similar names or
versions acceptable to the Director, Industry Canada. This change corresponded
with the name change of the Company’s operating subsidiary from Rogers Cantel
Inc. to Rogers Wireless Inc.



     In May 2002, changes were made to the articles of the Company to amend the
constrained share provisions in its articles principally to better conform with
the Telecommunications Act (Canada) and the Radiocommunication Act (Canada).
Most significantly, the amendments provided that: (i) the maximum number of
Class A Multiple Voting Shares of RWCI that may be held by or on behalf of
non-Canadians be 33 1/3 of the total number of issued and outstanding
voting shares; and (ii) for the sale of Class A Multiple Voting Shares if
certain ownership levels are exceeded. In addition, the articles were amended
to provide that: (i) the registered office of RWCI be located in the Province
of Quebec, as opposed to the “Urban Community of Montreal” as previously
provided; and (ii) meetings of shareholders of RWCI may be held outside of
Canada at any of the following places in the United States: Seattle,
Washington; New York, New York; Dallas, Texas; Atlanta, Georgia; San Francisco,
California; and Boston, Massachusetts as well as Tokyo, Japan.


Item 2.2 — Intercorporate Relationships The following organization chart
illustrates, as of December 31, 2003, the ownership structure of RWCI and its
principal subsidiaries and indicates the jurisdiction of incorporation of each
entity shown. As noted, RWCI is a corporation controlled by Rogers
Communications Inc. (“Rogers” or “RCI”).











	(1)	 	Undiluted. The ownership interest held by AT&T Wireless Services, Inc.
(“AWE”) is held indirectly. Voting power for RCI, AWE and the public
shareholders at December 31, 2003 was approximately 67.4%, 31.1% and 1.5%,
respectively.





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ITEM 3 — GENERAL DEVELOPMENT OF THE BUSINESS


2004 Year-to-Date Developments






	•	 	On February 20, 2004, RWI completed a private placement of an
aggregate principal amount of US$750.0 million 6.375% Senior Secured
Notes due 2014. Approximately US$734.7 million of the proceeds were
used on March 26, 2004 to redeem US$196.1 million 8.30% Senior
Secured Notes due 2007, US$179.1 million 8.80% Senior Subordinated
Notes due 2007, and US$333.2 million 9 3/8% Senior Secured Debentures
due 2008, together with related redemption premiums.
	 
	•	 	On October 8, 2004 the Company and its bank lenders
entered into an amending agreement to the Company’s
$700.0 million bank credit facility that provided among other
things, for a two year extension to the maturity date and the
reduction schedule so that the bank credit facility now reduces by
$140.0 million on each of April 30, 2008 and April 30,
2009 with the maturity date on April 30, 2010. The provision
for early maturity in the event that the Company’s 10-1/2 %
senior secured notes due 2006 are not repaid (by refinancing or
otherwise) on or prior to December 31, 2005 has been eliminated.
In addition, certain financial ratios to be maintained on a quarterly
basis have been made less restrictive, the restriction on the annual
amount of PP&E expenditures has been eliminated and the restriction
on the payment of dividends and other shareholder distributions has
been eliminated other than in the case of a default or event of
default under the terms of the credit facility.
	 
	•	 	On October 13, 2004, RCI announced the completion of its
purchase of the 48,594,172 Class B Restricted Voting shares of
RWCI owned by JVII General Partnership (“JVII”), a
partnership owned by AWE, for a cash price of $36.37 per share for a
total of approximately $1,767 million. The number of
Class B Restricted Voting shares purchased reflects the
conversion of the Class A Multiple Voting shares owned by JVII
to such Class B shares upon closing.
	 
	 	 	With the completion of the purchase, RCI beneficially owns
64,911,816 Class B Restricted Voting shares, representing
approximately 80.9% of the issued and outstanding Class B
Restricted Voting shares, and 62,820,371 Class A Multiple Voting
shares, representing 100% of the issued and outstanding Class A
Multiple Voting shares, and which combined represent a total
ownership position of approximately 89.3% of the total issued and
outstanding shares of both classes of such shares of RWCI.
	 
	 	 	RCI funded the approximate $1,767 million cash purchase
price of the 48.6 million shares of RWCI through a
$1,750 million secured bridge financing facility of up to two
years with a group of Canadian financial institutions. The facility
stipulates mandatory repayments, subject to certain exceptions, from
the incurrence of debt or equity of RCI or the Company.
	 
	•	 	On September 20, 2004, the Company announced an
agreement with Microcell Telecommunications Inc.
(“Microcell”) to make an all cash tender offer of $35.00
per share to acquire Microcell. The Company completed the acquisition
on November 12, 2004. The funding for this acquisition was
comprised of the utilization of the Company’s cash on hand,
drawdowns under the Company’s committed $700.0 million bank
credit facility, and proceeds from a bridge loan from RCI of up to
$900.0 million, of which $850.0 million has been drawn. The
bridge loan has a term of up to two years from November 9, 2004
and was made on an subordinated unsecured basis. The bridge loan
bears interest at 6% per annum and is prepayable in whole or in part
without penalty. RCI funded the $850.0 million drawdown on the
bridge loan using cash on hand, cash received from Rogers Cable in
the form of a return of capital and cash received from Rogers Media
in the form of a repayment of an intercompany advance made to Rogers
Media by RCI. Each of Rogers Cable and Rogers Media made drawdowns
under its respective committed bank credit facilities to fund the
cash transfers to RCI.
	 
	•	 	On November 12, 2004, the Company announced its intention
to complete an offering of $460.0 million 7.625% Senior
(Secured) Notes Due 2011, U.S.$550.0 million Floating Rate
Senior (Secured) Notes Due 2010, U.S.$470.0 million 7.25%
Senior (Secured) Notes Due 2012, U.S.$560.0 million 7.5% Senior
(Secured) Notes Due 2015, and U.S.$400.0 million 8.0% Senior
Subordinated Notes Due 2012.





Three Year History

2003 Highlights





	•	 	Completed the deployment of GSM/GPRS technology operating in
the 850 MHz spectrum range across the national footprint, expanding
the capacity and also enhancing the quality of the GSM/GPRS network.
Began trials of EDGE technology in the Vancouver market at the end of
2003 which, accomplished by the installation of a network software
upgrade, more than triples the wireless data transmission speeds
available on its network.
	 
	•	 	Announced that the Company  would transition the branding to Rogers
Wireless from Rogers AT&T Wireless on March 8, 2004. The transition
has begun bringing greater clarity to the Rogers brand in Canada. As
a result, a non-cash charge in 2003 of approximately $20.0 million
was recorded to reflect the accelerated amortization of the
associated brand licence costs the decision to terminate the licence
had been made in 2003.





2002 Highlights





	•	 	Completed the installation of the 1.9 GHz GSM/GPRS network to
fully match the coast-to-coast analog footprint, covering
approximately 93% of the Canadian population, and began deployment of
GSM/GPRS service at 850 MHz late in 2002;
	 
	•	 	Commenced cross-border GSM roaming into the U.S. with AWE and
Cingular Wireless LLC, and into 54 other countries around the world;
	 
	•	 	Repurchased US$45.9 million aggregate principal amount of U.S.
dollar-denominated long term debt, resulting in a gain of $31.0
million.





2001 Highlights





	•	 	Successfully participated in Industry Canada’s spectrum
licensing auction in January 2001, which resulted in the acquisition
of 23 licenses of 10 MHz each of spectrum in various regions across
Canada;
	 
	•	 	Launched 1.9 GHz GSM/GPRS wireless voice and data services to
85% of the Canadian population (reached 93% in 2002);
	 
	•	 	Completed the implementation of the new AMDOCS billing and
customer care system with the integration of data and messaging
customers;
	 
	•	 	Completed three financing transactions:







	 	1.	 	On April 12, 2001, RWI amended its bank credit facility
to provide it with a revolving credit facility of $700 million
with no reduction until April 30, 2006 and a final maturity on
April 30, 2008;
	 
	 	2.	 	On April 18, 2001, RWCI completed an equity rights
offering, yielding approximately $419.9 million, net of costs; and
	 
	 	3.	 	On May 2, 2001, RWI completed a debt issue in an
aggregate amount of US$500 million (approximately Cdn$770 million)
of 9.625% Senior Secured Notes due May 1, 2011, the full amount of
which has been hedged with respect to foreign exchange.





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ITEM 4 — NARRATIVE DESCRIPTION OF THE BUSINESS



Properties, Trademarks, Environmental and Other Matters




     In most instances, Wireless owns the assets essential to its operations.
The major fixed assets of Wireless are transmitters, microwave systems,
antennae, buildings and electronic transmission, receiving and processing
accessories and other wireless network equipment (including switches, radio
channels, base station equipment, microwave facilities and cell equipment).
Wireless also leases land and space on buildings for the placement of antenna
towers and generally leases the premises on which its switches are located,
principally under long term leases. Wireless owns a Toronto office complex in
which its executive offices are located. Wireless is also leasing a majority
of this office space to RCI and other subsidiaries of RCI. In addition,
Wireless owns service vehicles, data processing facilities and test equipment.
The operating systems and software related to these assets are either owned by
Wireless or are used under license. Most of Wireless’ assets are subject to
various security interests in favour of lenders.



     The Company’s wireless network reaches approximately 93% of the Canadian
population and is located in all ten provinces.



     Wireless owns or has licensed various brands and trademarks used in its
businesses. Wireless maintains customer lists for its businesses. Various of
Wireless’ trade names are protected by trademark. Wireless’ intellectual
property, including its trade names, brands, properties and customer lists, is
important to its operations.


Environmental protection requirements applicable to Wireless’ operations are
not expected to have a significant effect on its capital expenditures, earnings
or its competitive position in the current or future fiscal years.




ITEM 5 — SELECTED CONSOLIDATED FINANCIAL INFORMATION



Dividend Policy




     There were no cash dividends declared by RWCI for the period from
September 1, 1985 to December 31, 2003. Any future determination as to the
payment of dividends will be at the discretion of the Board of Directors of
RWCI and will depend on Wireless’ operating results, financial condition and
capital requirements, general business conditions and such other factors as the
Board of Directors of RWCI deems relevant. Wireless is party to various credit
agreements that restrict Wireless’ ability to declare dividends.



ITEM 6 — MANAGEMENT’S DISCUSSION AND ANALYSIS





	 	 	The 2003 MD&A is incorporated herein by reference.





ITEM 7 — MARKET FOR SECURITIES



     Rogers Wireless Communications Inc. Class B Restricted Voting Shares (in
Canada: RCM.B, in the United States: RCN. CUSIP # 775315104) are listed in
Canada on the Toronto Stock Exchange and in the United States on the New York
Stock Exchange.



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ITEM 8 — DIRECTORS AND OFFICERS



     As at December 31, 2003, RWCI’s directors and officers as a group owned or
controlled, directly or indirectly, an aggregate of 62,820,371 Class A Multiple
Voting shares of RWCI, representing approximately 69.4% of the issued and
outstanding Class A Multiple Voting shares of RWCI, and an aggregate of
16,317,644 Class B Restricted Voting shares of RWCI, representing approximately
31.4% of the issued and outstanding Class B Restricted Voting shares of RWCI.



     Following is a list of directors and principal executive officers of RWCI
prepared as of December 31, 2003, indicating their municipality of residence
and their principal occupation within the five preceding years. Each director
is elected at the annual meeting of shareholders to serve until the next annual
meeting or until a successor is elected or appointed. Officers are appointed
annually and serve at the discretion of the Company’s Board of Directors.



	 	 	 
	Name
	 	Position

	Edward S. Rogers, O.C.(2)(4)

	 	Director and Chairman
	H.
Garfield Emerson, Q.C.(1)(2)(7)

	 	Director and Deputy Chairman
	Nadir H. Mohamed(2)

	 	Director and President and Chief Executive Officer
	Joseph B. Chesham

	 	President, Ontario Region
	Jean Laporte

	 	President, Eastern Region
	Darryl E. Levy

	 	President, Midwest Region
	Arnold J. Stephens

	 	President, Western Canada
	Robert F. Berner

	 	Executive Vice President and Chief Technology Officer
	Robert W. Bruce

	 	Executive Vice President, Chief Marketing Officer and President,
Wireless Data Services
	James S. Lovie

	 	Executive Vice President, Sales, Service and Distribution
	Bruce Burgetz

	 	Senior Vice President and Chief Information Officer
	John R. Gossling

	 	Senior Vice President and Chief Financial Officer
	M. Lorraine Daly

	 	Vice President, Treasurer
	Alan D. Horn

	 	Vice President
	Donna McNicol

	 	Vice President, Human Resources
	Graeme H. McPhail

	 	Vice President, Associate General Counsel
	David P. Miller

	 	Vice President, General Counsel and Secretary
	Lewis M. Chakrin(2)(3)

	 	Director
	George A. Fierheller(1)

	 	Director and Honourary Chairman
	Albert Gnat, Q.C.(5)

	 	Director
	James C. Grant(1)

	 	Director
	Thomas I. Hull(2)

	 	Director
	Kent Mathy(3)

	 	Director
	Pierre L. Morrissette(1)

	 	Director
	The
Hon. David R. Peterson, P.C., Q.C.(1)(6)

	 	Director
	Jordan M. Roderick(2)(3)

	 	Director
	Edward Rogers(2)(4)

	 	Director
	Loretta A. Rogers(4)

	 	Director
	G. Michael Sievert (3)

	 	Director
	J. Christopher C. Wansbrough(1)(2)

	 	Director









	 	(1)	 	Member of the Audit Committee.
	 
	 	(2)	 	Member of the Executive Committee.
	 
	 	(3)	 	In 1999, RWCI, RCI and JVII entered into a number of agreements, including a shareholders’ agreement which provides for, among other
things, the grant by RCI of certain governance rights in favour of JVII with respect to RWCI so long as JVII holds at least 20% of the
equity shares of RWCI, including the ability to nominate four directors to RWCI’s board of directors. Messrs. Chakrin, Mathy and
Roderick serve as our directors pursuant to the shareholders’ agreement.
	 
	 	(4)	 	Loretta A. Rogers is the wife of Edward S. Rogers, O.C. Edward Rogers is the son of Edward S. Rogers, O.C. and Loretta A. Rogers.
	 
	 	(5)	 	Albert Gnat died on April 15, 2004.
	 
	 	(6)	 	Mr. Peterson was a director of YBM Magnex International
Inc. when the Ontario Securities Commission issued cease trade orders
in May 1998.
	 
	 	(7)	 	Mr. Emerson was a director of Livent Inc. when the
Ontario Securities Commission issued a cease trade order at the
request of Livent Inc. in
August 1998. Mr. Emerson resigned as director of Livent
Inc. in November 1998.





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     Edward S. Rogers, O.C., 70, a resident of Toronto, Ontario and has been
Chairman of the Corporation since May, 1991. Mr. Rogers is also President and
Chief Executive Officer of Rogers Communications Inc. He also serves as a
director of Rogers Communications Inc., Rogers Cable Inc., Rogers Media Inc.,
Rogers Telecommunications Limited, Cable Television Laboratories, Inc. and the
Canadian Cable Television Association. Mr. Rogers holds a B.A., University of
Toronto, LL.B., Osgoode Hall Law School, and was called to the Bar of Ontario
in 1962. Mr. Rogers was appointed an Officer of the Order of Canada in 1990 and
inducted into the Canadian Business Hall of Fame in 1994. In 2002, Mr. Rogers
was inducted into the U.S. Cable Hall of Fame.



     H. Garfield Emerson, 63, Q.C., a resident of Toronto, Ontario and has been
a director of the Corporation since April, 1992 and Deputy Chairman of the
Board since May, 2002. Mr. Emerson is also a director of CAE Inc., Canada
Deposit Insurance Corporation, Wittington Investments, Limited, Rogers
Communications Inc., Rogers Cable Inc., Rogers Media Inc., Rogers
Telecommunications Limited and Sunnybrook & Women’s Health Sciences Centre. Mr.
Emerson is the past Chair of the Sunnybrook & Women’s Foundation and past Chair
of the Campaign for Victoria University in the University of Toronto. He is a
former director of the University of Toronto Asset Management Corporation and
member of the Business Board of the University of Toronto. Mr. Emerson joined
Fasken Martineau DuMoulin LLP, a national law firm, in August, 2001 as National
Chair and a senior partner and leader of the firm’s mergers and acquisitions
practice. In 1990, Mr. Emerson established NM Rothschild & Sons Canada Limited,
an investment banking firm affiliated with the Rothschild international
investment and merchant bank and, from 1990 to 2001, served as its President
and Chief Executive Officer. Prior to this, Mr. Emerson practiced law as a
senior partner with Davies, Ward & Beck Toronto, from 1970 to 1990. Mr. Emerson
holds an Honours B.A. (History) and LL.B., University of Toronto, was called to
the Bar of Ontario in 1968 and appointed Queen’s Counsel in 1980.



     Nadir H. Mohamed, 48, a resident of Toronto, Ontario, and has been a
director of the Corporation since June, 2001. Mr. Mohamed is President and
Chief Executive Officer of the Corporation. Prior to joining the Corporation,
Mr. Mohamed served as Senior Vice-President, Marketing and Sales, Telus
Communications Inc., held several senior financial, strategic business
development and operational management positions at both BC Tel and BC Tel
Mobility and served as President and Chief Operating Officer, BC Tel Mobility.
Mr. Mohamed is a director of Sierra Wireless, Inc. and Cinram International
Inc. Mr. Mohamed holds an undergraduate degree from the University of British
Columbia and received his C.A. designation in 1980.



     Joseph B. Chesham, a resident of Newmarket, Ontario, was appointed our
President, Ontario Region in March 2003. Prior to his appointment, Mr. Chesham
served as Vice President, National Corporate Sales from December 2002 to March
2003 and Vice President, Sales and Distribution for the Ontario Region from
September 2001 to December 2002.



     Jean Laporte, a resident of Montreal, Quebec, was appointed our President,
Eastern Region in 2002. Prior to his appointment, Mr. Laporte served as a
senior officer of Microcell, most recently as National Vice President, Sales,
Fido Stores from 2001 to 2002 and as Vice President and General Manager,
Eastern Canada from 1997 to 2001.



     Darryl E. Levy, a resident of Winnipeg, Manitoba, was appointed our
President, Midwest Region in August 2000. From 1994 to 2000, Mr. Levy served as
General Manager, Midwest Region.



     Arnold J. Stephens, a resident of Calgary, Alberta, was appointed our
President, Western Canada in September 2000. Prior to his appointment, Mr.
Stephens held a series of senior management positions at Telus Mobility from
1989 to 2000, most recently as Acting President of Telus Mobility and Acting
Executive Vice President of Telus.



     Robert F. Berner, a resident of Unionville, Ontario, has been our
Executive Vice President and Chief Technology Officer since January 2002. He
was appointed our Senior Vice President and Chief



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Technology Officer in 1997, prior to which Mr. Berner served as Vice President
and Chief Technology Officer from 1996 to 1997. Mr. Berner has been associated
with us since 1985. Mr. Berner currently serves as a director of Tropian Inc.,
a privately held company, and is a founding member and director of the board of
governors of the 3G Americas Consortium.




     Robert W. Bruce, a resident of Toronto, Ontario, was appointed Executive
Vice President, Chief Marketing Officer and President, Wireless Data Services
in 2001. Prior to his appointment with Wireless, Mr. Bruce served as Senior
Vice President of Marketing for Bell Mobility, prior to which Mr. Bruce held
senior operating and marketing positions with Oshawa Foods Limited, Pepsi-Cola
Canada Beverages Inc. and Warner Lambert.



     James S. Lovie, a resident of Aurora, Ontario, was appointed Executive
Vice President, Sales, Service and Distribution in 2001. Prior to his
appointment with us, Mr. Lovie served as President and Chief Operating Officer
of Axxent Corporation (a CLEC company), prior to which Mr. Lovie served as
President and Chief Executive Officer of cMeRun Corp. (Internet company). From
1998 to 2000, Mr. Lovie served as President and Chief Executive Officer of Bell
Distribution Inc. (Bell Canada’s retail distribution company).



     Bruce Burgetz, a resident of Toronto, Ontario, was appointed Senior Vice
President and Chief Information Officer in April 2002. Prior to joining us, Mr.
Burgetz served as Senior Vice President of Information Technology and Chief
Information Officer for Shoppers Drug Mart. Mr. Burgetz was associated with
Shoppers Drug Mart from 1992 to 2002.



     John R. Gossling, a resident of Toronto, Ontario, was appointed our Senior
Vice President and Chief Financial Officer in July 2000. From 1985 to 2000, Mr.
Gossling held various positions with KPMG LLP, most recently as a partner in
KPMG’s US Capital Markets Group based in New York City and London, England. Mr.
Gossling received his Chartered Accountant designation in 1989.



     M. Lorraine Daly, a resident of Toronto, Ontario, has served as our Vice
President, Treasurer since 1991. Ms. Daly has also served as Vice President,
Treasurer of RCI since 1989 and has been associated with RCI since 1987.



     Alan D. Horn, a resident of Toronto, Ontario, has served as a Vice
President since 1996 and, from October 1999 until May 2003, served as a
Director. Mr. Horn has served as Vice President, Finance and Chief Financial
Officer of RCI since 1996, prior to which Mr. Horn served as Vice President,
Administration of RCI.



     Donna McNicol, a resident of Mississauga, Ontario, was appointed our Vice
President, Human Resources in 2002.



     Graeme H. McPhail, a resident of Toronto, Ontario, has served as Vice
President and Associate General Counsel since 1996. Mr. McPhail has also served
as Vice President, Associate General Counsel of RCI since 1996 and has been
associated with RCI since 1991.



     David P. Miller, a resident of Toronto, Ontario, has served as Vice
President and General Counsel to RCI since 1987 and as our Vice President,
General Counsel and Secretary since 1991. Mr. Miller also served as a Director
in 2000 and 2001.



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Lewis M. Chakrin, 56, a resident of Mendham, New Jersey, and has been a
director of the Corporation since October, 2001. Mr. Chakrin is Executive
Vice-President, Corporate Strategy and Business Development AT&T Wireless
Services, Inc. Mr. Chakrin joined Bell Labs in 1969 and served as a supervisor
in the Operations Research Group and the Network Architecture Planning Group.
He joined AT&T Corporate Headquarters in 1982 and served in various capacities
including Vice-President, Business Sales Division, Strategic Planning
Vice-President, International Communications Services, Vice-President, Personal
Communications Services, Vice-President Business Development and Corporate
Strategy and Vice-President, Consumer Product Management. Mr. Chakrin holds a
M.Sc. in Operations Research, Columbia University, and an M.B.A. and Ph.D. in
Finance, New York University’s Graduate School of Business.




     George A. Fierheller, 70, a resident of Toronto, Ontario, and has been a
director of the Corporation since May, 1991. Mr. Fierheller is President, Four
Halls Inc. and served with IBM prior to founding Systems Dimensions Limited in
1968. Mr. Fierheller was appointed President and Chief Executive Officer,
Premier Cablesystems Limited in 1979, Vice-Chairman of the merged Rogers
Cablesystems Inc. in 1980 and Chairman and Chief Executive Officer of Rogers
Wireless Mobile Communications Inc. in 1989. Mr. Fierheller is a director of
Extendicare Inc., the Sunnybrook & Women’s Hospital Foundation, the Council for
Business and the Arts in Canada, the Canadian Institute for Advanced Research
and the Greater Toronto Marketing Alliance. Mr. Fierheller holds an Honours
Degree (Political Science and Economics), University of Toronto, 1955. Mr.
Fierheller was appointed a Member of The Order of Canada in 2000.



     James C. Grant, 67, a resident of Oakville, Ontario, and has been a
director of the Corporation since April, 1992. Mr. Grant is President, C.G.
James & Associates. Previously, Mr. Grant held senior positions with the Royal
Bank of Canada, including Deputy Head of the Retail Division responsible for
Strategic Planning and Executive Vice-President, Systems and Technology. Mr.
Grant serves as a director of AgoraeGlobal, U.S.A. and Secure Electrans Limited
(U.K.). Mr. Grant represented Canada in a number of international associations
including the Business Industry Advisory Committee to the O.E.C.D., the
International Chamber of Commerce on Information Systems and the
Telecommunications and Computer Services Sectoral Advisory group on
International Trade, Government of Canada (NAFTA). Mr. Grant holds a B.Eng.,
Technical University of Nova Scotia.



     Thomas I. Hull, 72, a resident of Toronto, Ontario and has been a director
of the Corporation since May, 1991. Mr. Hull is Chairman and Chief Executive
Officer of The Hull Group of Companies. Mr. Hull is also a director of Rogers
Communications Inc., Rogers Media Inc. and Rogers Telecommunications Limited
Mr. Hull is a graduate of Upper Canada College and the Insurance Co. of North
America College of Insurance and Risk Management. Mr. Hull is a life member of
the Canadian Association of Insurance and Financial Advisors and past president
of the Life Underwriters’ Association of Toronto.



     Kent J. Mathy, 44, a resident of Kenilworth, Illinois, and has been a director
of the Corporation since October, 2003. Mr. Mathy is Executive Vice-President,
Business Market Groups, AT&T Wireless Services, Inc. Previously Mr. Mathy
served as Chairman, President and Chief Executive Officer, Celox Networks.
Prior to joining Celox, Mr. Mathy served with AT&T, holding numerous management
positions nationwide over a period of 18 years. Mr. Mathy holds a Bachelor of
Business Administration, Marketing, University of Wisconsin-Oshkosh, 1981, and
attended the University of Michigan, Executive Programme, 1993.



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     Pierre L. Morrissette, 57, a resident of Oakville, Ontario and has been a
director of the Corporation since May, 1991. Mr. Morrissette serves as
Chairman, President and Chief Executive Officer of Pelmorex Inc. Mr.
Morrissette previously served as President and Chief Executive Officer,
Canadian Satellite Communications Inc., Chairman and Chief Executive Officer,
CI Cable Systems, Senior Vice-President and Chief Financial Officer, Telemedia
Communications Inc., President, Gasbeau Investments and President, Telemedia
Enterprises. Mr. Morrissette serves on the Advisory Boards of The Richard Ivey
School of Business and Meteorological Services of Canada, Environment Canada.
Mr. Morrissette holds a B.A. (Economics), Loyola of Montreal, and an M.B.A.,
University of Western Ontario.



     The Hon. David R. Peterson, P.C., Q.C., 60, a resident of Toronto, Ontario
and has been a director of the Corporation since May, 1991. Mr. Peterson is a
senior partner and Chairman of Cassels Brock & Blackwell LLP and Chairman of
Cassels Pouliot Noriega, an international affiliation of Toronto, Montreal and
Mexico City law firms. Mr. Peterson was elected as a Member of the Ontario
Legislature in 1975 and became the Leader of the Ontario Liberal party in 1982.
He served as Premier of Ontario between 1985 and 1990. Mr. Peterson is also a
director of a number of boards that includes Ivanhoe Cambridge Shopping Centres
Limited, Industrielle Alliance Assurance Company and National Life Assurance
Company of Canada, Rogers Communications Inc. and BNP Paribas. Mr. Peterson
holds a B.A. and LL.B., University of Toronto, was called to the Bar of Ontario
in 1969, appointed Queen’s Counsel in 1980, and summoned by Her Majesty to the
Privy Council in 1992.



     Jordan Roderick, 46, a resident of Redmond, Washington and has been a
director of the Corporation since April, 2000. Mr. Roderick is President,
International, AT&T Wireless Services, Inc. Prior to his current position, Mr.
Roderick was Executive Vice-President Wireless Technology and Products and
served in a variety of roles with LIN, McCaw Cellular and AT&T Wireless
Services, Inc., including Executive Vice-President, Cellular One in New York
and Vice-President, Products Development, AT&T Wireless Services, Inc. Mr.
Roderick serves as a director of Rogers Wireless Inc. and PrairieComm, Inc. Mr.
Roderick holds a B.A. and M.B.A. from Dartmouth College.



     Edward Rogers, 34, a resident of Toronto, Ontario, has served as our
Director and a director of RWCI since 1999. Mr. Rogers also serves as a
director of RCI, Rogers Media Inc. and Futureway Communications Inc. Mr. Rogers
is President and Chief Executive Officer of Rogers Cable Inc. Previously, Mr.
Rogers was Senior Vice President, Planning of RCI and, from 1998 to 2000,
served as Vice President, General Manager, Greater Toronto Area, Rogers Cable
Inc. From 1996 to 1998, Mr. Rogers served as our Vice President and General
Manager of Paging, Data and Emerging Technologies.



     Loretta A. Rogers, 65, a resident of Toronto, Ontario. Mrs. Rogers serves
as a director of Rogers Communications Inc., Rogers Media Inc., Rogers
Telecommunications Limited and Sheena’s Place. Mrs. Rogers holds a B.A.,
University of Miami, and an honourary Doctorate of Laws, University of Western
Ontario.



     G. Michael Sievert, 34, a resident of Yarrow Point, Washington and has
been a director of the Corporation since October, 2002. Mr. Sievert is
Executive Vice-President and Chief Marketing Officer, AT&T Wireless Services,
Inc. , a position he has held since March, 2002. Previously, Mr. Sievert served
as Chief Marketing and Sales Officer, E*TRADE Group, Inc. and has held
executive positions with IBM and Proctor & Gamble. Mr. Sievert holds a B.Sc. in
Economics, The Wharton School, University of Pennsylvania.



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J. Christopher C. Wansbrough, 71, a resident of Toronto, Ontario. Mr.
Wansbrough is Chairman, Rogers Telecommunications Limited and has held that
position since December, 1997. Mr. Wansbrough serves as a director of Rogers
Communications Inc., Rogers Cable Inc., Rogers Media Inc. and United
Corporations Ltd. Mr. Wansbrough has also served as President of National Trust
Company and Chairman of the Board of Omers Realty Corporation. Other
affiliations include Chairman of the Board of the R.S. McLaughlin Foundation
and the Independent Order of Foresters. Mr. Wansbrough holds a B.A., University
of Toronto, and is a Chartered Financial Analyst.




ITEM 9 — ADDITIONAL INFORMATION



General



RWCI shall provide to any company or person, upon request to the Secretary of
RWCI:





	(a)	 	when the securities of RWCI are in the course of a distribution pursuant
to a short form prospectus or a preliminary short form prospectus has been
filed in respect of a distribution of its securities:







	 	(i)	 	one copy of the annual information form of RWCI, together with one
copy of any document, or the pertinent pages of any document,
incorporated by reference in the annual information form;
	 
	 	(ii)	 	one copy of the comparative financial statements of RWCI for its most
recently completed financial year together with the accompanying report
of the auditor and one copy of any interim financial statements of RWCI
subsequent to the financial statements for its most recently completed
financial year;
	 
	 	(iii)	 	one copy of the information circular of RWCI in respect of its most
recent annual meeting of shareholders that involve the election of
directors or one copy of any annual filing prepared in lieu of that
information circular, as appropriate; and
	 
	 	(iv)	 	one copy of any other documents that are incorporated by reference
into the preliminary short-form prospectus or the short-form prospectus
and are not required to be provided under (i) to (iii) above;




or



(b) at any other time, one copy of any other documents referred to in (a)(i),
(ii) and (iii) above, provided RWCI may require the payment of a reasonable
charge if the request is made by a person or company who is not a security
holder of RWCI.



The Secretary of RWCI can be contacted at RWCI’s executive office, located at
One Mount Pleasant Road, Toronto, Ontario, Canada, M4Y 2Y5 (telephone:
416-935-1100).



Additional information including directors and officers remuneration and
indebtedness, principal holders of RWCI’s securities, options to purchase
securities and interest of insiders and material transactions is contained in
RWCI’s information circular for its most recent annual meeting of shareholders
that involved the election of directors. Additional financial information is
provided in RWCI’s comparative financial statements for its most recently
completed financial year.





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