<PAGE>
  AMENDMENT NO. 2 DATED SEPTEMBER 20, 2004 TO SHORT FROM BASE SHELF PROSPECTUS
                              DATED APRIL 15, 2004.

                                  FORM 51-102F3

                             MATERIAL CHANGE REPORT


THE SHORT FORM BASE SHELF PROSPECTUS OF ROGERS COMMUNICATIONS INC. DATED APRIL
15, 2004, AS AMENDED BY AMENDMENT NO. 1 DATED SEPTEMBER 16, 2004, IS AMENDED
AND SUPPLEMENTED BY THE CONTENTS OF THIS MATERIAL CHANGE REPORT.

ITEM 1    NAME AND ADDRESS OF COMPANY

          Rogers Communications Inc. ("RCI")

          The principal office of RCI is located at:
          333 Bloor Street East
          Toronto, Ontario
          M4W 1G9

ITEM 2    DATE OF MATERIAL CHANGE

          September 20, 2004

ITEM 3    NEWS RELEASE

          A news release was issued through Canada NewsWire on September 20,
          2004. A copy of the news release is attached as Schedule A to this
          material change report.

ITEM 4

          SUMMARY OF MATERIAL CHANGE

          Rogers Wireless Communications Inc. ("Rogers Wireless"), RCI and
          Microcell Telecommunications Inc. ("Microcell") jointly announced
          today that Rogers Wireless and Microcell have entered into a support
          agreement (the "Support Agreement") under which Rogers Wireless will
          make all cash offers for Microcell securities totaling approximately
          C$1.4B. Rogers Wireless has agreed to purchase Microcell's Class A
          Restricted Voting shares ("Class A Shares") and Class B Non-Voting
          shares ("Class B Shares") for C$35.00 per share. As well, Rogers
          Wireless will offer to purchase the 2005 warrants (the "2005
          Warrants") for C$15.79 per warrant and 2008 warrants (the "2008
          Warrants") for C$15.01 per warrant. Subject to regulatory approvals
          and Microcell securityholder acceptance, this transaction is expected
          to close before the end of the year. A copy of the Support Agreement
          has been filed separately on SEDAR.

          Rogers Wireless intends to finance the offers through cash on hand,
          drawdown of its C$700 million bank credit facility and through a
          bridge loan of up to C$900 million from RCI. RCI will fund the bridge
          loan through cash on hand and drawdown of credit facilities at its
          other subsidiaries.

<PAGE>
                                      -2-



ITEM 5    FULL DESCRIPTION OF MATERIAL CHANGE

          Rogers Wireless and Microcell have entered into the Support Agreement
          under which Rogers Wireless will make an all cash bid for Microcell
          securities totaling approximately C$1.4B. Rogers Wireless has agreed
          to purchase the Class A Shares and Class B Shares for C$35.00 per
          share. As well, Rogers Wireless will offer to purchase the 2005
          Warrants for C$15.79 per warrant and 2008 Warrants for C$15.01 per
          warrant. Subject to regulatory approvals and Microcell shareholder
          acceptance, this transaction is expected to close before the end of
          the year.

          The combined businesses will operate Canada's only nationwide
          GSM/GPRS/EDGE wireless network and will serve over 5.1 million voice
          and data customers. This transaction also creates a company of
          measurably increased scale allowing for significant opportunities for
          operating and capital spending efficiencies.

          The members of the Board of Directors of Microcell (the "Microcell
          Board") have agreed that the Rogers Wireless offer is fair to the
          shareholders of Microcell and in the best interests of their company.
          The Microcell Board has agreed to recommend to its shareholders to
          support the Rogers Wireless offer. The Microcell Board received
          opinions from its financial advisors, JP Morgan Securities Inc. and
          Rothschild that the Rogers Wireless offer is fair, from a financial
          point of view, to the shareholders of Microcell.

          The Rogers Wireless offer is subject to receipt of certain regulatory
          approvals and other customary conditions, including a requirement that
          two-thirds of the shares be tendered. Under certain circumstances, a
          fee of $45 million is payable by Microcell to Rogers Wireless,
          including if a superior proposal is recommended by the Microcell
          Board.

          SUPPORT AGREEMENT

          The Support Agreement sets out the terms and conditions upon which
          Rogers Wireless will, directly or indirectly, make the offers for
          Microcell's securities. The following is a summary of certain of the
          provisions of the Support Agreement.

          THE OFFERS

          Rogers Wireless agrees to make the offers as soon as possible but in
          any event not more than ten business days after the date of the
          Support Agreement.

          Rogers Wireless is not required to make the offers if (a) there exists
          a cease trade order, injunction or other prohibition against Rogers
          Wireless making the offers or taking up and paying for all of the
          applicable Microcell securities or (b) Microcell has breached any of
          its representations, warranties, covenants or other agreements
          contained in the Support Agreement and such breach is not curable or
          if curable is not cured within 15 days after written notice of the
          breach has been given.

          REPRESENTATIONS AND WARRANTIES OF THE PARTIES

          Each of Microcell and Rogers Wireless have made certain
          representations and warranties to the other typical for a transaction
          of this nature.

<PAGE>
                                      -3-

          COVENANTS OF MICROCELL

          Microcell has agreed that until the first date on which Rogers
          Wireless has taken up and paid for the applicable Microcell securities
          (the "Effective Date") or the offers have been withdrawn in accordance
          with the Support Agreement or the Support Agreement has been
          terminated, Microcell will conduct its business in the ordinary
          course. Microcell has agreed to use reasonable commercial efforts to
          comply promptly with all material requirements under applicable laws
          and to assist Rogers Wireless in obtaining all required regulatory
          approvals. Microcell has agreed to promptly advise Rogers Wireless of
          any change which becomes known to its senior officers which would have
          a material adverse effect with respect to Microcell and its
          subsidiaries. Microcell has agreed to use its reasonable efforts to
          consult on an ongoing basis with Rogers Wireless in order that Rogers
          Wireless will become more familiar with the philosophy and techniques
          of Microcell as well as with their respective business and financial
          affairs.

          SUPPORT OF OFFERS

          The Microcell Board, after consultation with its financial and outside
          legal advisors, has determined that the consideration offered pursuant
          to the offers is fair to the shareholders of Microcell and that the
          offers are in the best interests of Microcell and the shareholders of
          Microcell, has approved the Support Agreement and has resolved to
          support and to recommend that shareholders of Microcell accept the
          offers.

          NO SOLICITATION

          Subject to applicable law and the terms of the Support Agreement,
          Microcell has agreed not, directly or indirectly, to solicit, initiate
          or knowingly encourage or facilitate the initiation of any inquiries
          or proposals regarding an acquisition proposal, participate in any
          discussions or negotiations regarding any acquisition proposal,
          withdraw or modify in a manner adverse to Rogers Wireless the approval
          of the Microcell Board of the transactions contemplated by the Support
          Agreement, accept or approve or recommend any acquisition proposal or
          cause Microcell to enter into any agreement related to any acquisition
          proposal.

          Microcell has also agreed (a) immediately to cease any existing
          discussions or negotiations with any parties (other than Rogers
          Wireless) with respect to any potential acquisition proposal; (b) not
          to release any third party from or waive any confidentiality,
          non-solicitation or standstill agreement to which such third party is
          a party; and (c) immediately to cease to provide any other party with
          access to information concerning Microcell.

          ACQUISITION PROPOSALS

          Microcell has agreed to provide Rogers Wireless with a copy of any
          acquisition proposal or any written notice from any person informing
          it that such person is considering making, or has made, an acquisition
          proposal as soon as practicable after it is received by Microcell.


<PAGE>
                                      -4-


          If Microcell receives a written request for non-public information in
          connection with an acquisition proposal and the Microcell Board
          determines in good faith, after consultation with financial advisors
          and outside legal advisors that the failure to take such action would
          be inconsistent with the Microcell Board's fiduciary duties and that
          such proposal is reasonably likely to result in a "Superior Proposal"
          (as defined below), then Microcell may, subject to entering into a
          confidentiality agreement, provide such person with access to such
          information. Rogers Wireless will be provided with a list of or copies
          of the information provided to such person, except to the extent such
          information was already provided or made available to Rogers Wireless.

          For purposes of the Support Agreement, "Superior Proposal" means an
          unsolicited bona fide written acquisition proposal made or received
          under circumstances that the Microcell Board determines in good faith,
          after consultation with its financial and outside legal advisors,
          would, if consummated in accordance with its terms, result in a
          transaction which (A) is more favourable to Microcell shareholders
          from a financial point of view than the transactions contemplated by
          the Support Agreement, and (B) is reasonably capable of completion
          taking into account all legal, financial, regulatory and other aspects
          of such proposal and the party making such proposal.

          CHANGES IN RECOMMENDATIONS

          If Microcell receives an acquisition proposal, Microcell may withdraw
          or modify in a manner adverse to Rogers Wireless its approval or
          recommendation of the offers or enter into any agreement in respect of
          an acquisition proposal on the basis that such an acquisition proposal
          would constitute a Superior Proposal if:

          (a)  Microcell has given notice to Rogers Wireless of its intention
               to do so;

          (b)  Microcell has complied with the provisions in the Support
               Agreement relating to acquisition proposals and changes in
               recommendations;

          (c)  Microcell is not in default under certain covenants relating to
               the conduct of its business, its recommendation of the offers,
               the mailing of the Microcell directors' circular and the
               non-solicitation of acquisition proposals; and

          (d)  five business days shall have elapsed from the later of: (i) the
               date Rogers Wireless received the notice of the acquisition
               proposal under clause (a) above and (ii) the date that Rogers
               Wireless was provided with a copy of such acquisition proposal.

          RIGHT TO MATCH

          Rogers Wireless may during such five business day period offer to
          amend the terms of the Support Agreement. The Microcell Board shall
          then review any such offer in good faith, in consultation with its
          financial and outside legal advisors and, if the Microcell Board:

<PAGE>
                                      -5-


          (a)  determines that the acquisition proposal would thereby cease to
               be a Superior Proposal, it will cause Microcell to enter into an
               amendment to the Support Agreement; or

          (b)  continues to believe that the acquisition proposal would
               nonetheless remain a Superior Proposal, provided Microcell has
               paid a termination fee of C$45 million to Rogers Wireless, it may
               cause Microcell to reject the offers by Rogers Wireless to amend
               the Support Agreement.

          CONDITIONS TO COMPLETION OF THE OFFERS

          The offers are subject to a number of conditions which are typical for
          offers of this nature. The Support Agreement provides that the
          obligation of Rogers to take up the Class A Shares under the offers is
          subject to the following:

          (a)  there have been validly deposited and not withdrawn, at the
               expiry of the offers:

               (i)    such number of Class A Shares which represents at least
                      66-2/3% of the Class A Shares outstanding;

               (ii)   such number of Class B Shares which represents at least
                      66-2/3% of the Class B Shares on a partially-diluted
                      basis; and

               (iii)  such number of securities which represents at least
                      66-2/3% of the Class A Shares and Class B Shares on a
                      fully-diluted basis;

          (b)  certain government or regulatory approvals, waiting or suspensory
               periods, waivers, permits, consents, reviews, orders, rulings,
               decisions and exemptions shall have been obtained, concluded,
               expired, terminated or waived;

          (c)  no act, action, suit or proceeding shall have been taken before
               or by any domestic or foreign court or tribunal or governmental
               agency or department or other regulatory authority or
               administrative agency or commission or by any elected or
               appointed public official or private person in Canada or
               elsewhere which has a material adverse effect (as such term is
               defined in the Support Agreement);

          (d)  there shall not exist any prohibition at law against Rogers
               Wireless making or maintaining the offers or taking up and paying
               for the securities deposited under the offers;

          (e)  there shall not have occurred any change having a material
               adverse effect (as such term is defined in the Support
               Agreement);

          (f)  Microcell shall not have breached any of its covenants or other
               agreements set out in the Support Agreement or where such breach
               occurred, it shall have been cured within 15 days after written
               notice of such breach;



<PAGE>
                                      -6-


          (g)  all of the representations and warranties of Microcell made in or
               under the Support Agreement shall be true and correct as of the
               Effective Date and with the same effect as if made at and as of
               the Effective Date; and

          (h)  there shall have not occurred and be continuing a material
               adverse change or disruption in the financial, banking or capital
               markets generally that prevents or makes impractical the funding
               of Rogers Wireless' credit facilities for the financing of the
               offers.

          The offers in respect of the Class B Shares, the 2005 Warrants and
          2008 Warrants are only subject to the Class A Shares being or having
          been purchased pursuant to the offer in respect of the Class A Shares.

          TERMINATION

          The Support Agreement may be terminated by either Rogers Wireless or
          Microcell in certain circumstances.

          The circumstances in which Microcell may terminate the Support
          Agreement include:

          (a)  the offers have not been made within the time period provided
               in the Support Agreement;

          (b)  the offers do not conform in all material respects with the
               description of the offers in the Support Agreement;

          (c)  the Offeror has not taken up and paid for the Microcell
               securities on or prior to January 1, 2005 subject to the right of
               the parties to postpone such date by 30 days in certain
               circumstances;

          (d)  the offers shall have expired or have been withdrawn in
               accordance with their terms without Rogers Wireless having
               purchased any Microcell securities pursuant to the offers as a
               result of the failure of any of the conditions of the offers;

          (e)  Microcell securities deposited under the offers have not been
               taken up and paid for on or before the date that is two business
               days after the expiry date of the offers for any reason other
               than that all the terms and conditions of the offers have not
               been complied with or waived;

          (f)  a "Termination Fee Event" (as defined below) shall have
               occurred; or

          (g)  Rogers Wireless shall have breached any of its representations,
               warranties or covenants contained in the Support Agreement and
               such breach is not curable or, if curable, is not cured within 15
               days after written notice of the breach.

          The circumstances in which Rogers Wireless may terminate the Support
          Agreement include:

<PAGE>
                                      -7-


          (a)  Rogers Wireless has not taken up and paid for the Microcell
               securities on or prior to January 1, 2005, subject to the right
               of the parties to postpone such date by 30 days in certain
               circumstances;

          (b)  a "Termination Fee Event" (as defined below) shall have
               occurred;

          (c)  the offers shall have expired or have been withdrawn in
               accordance with their terms without Rogers Wireless having
               purchased any Microcell securities as a result of the failure to
               satisfy any of the conditions of the offers;

          (d)  Microcell shall have breached any of its representations,
               warranties, covenants or other agreements contained in the
               Support Agreement and such breach is not curable or, if curable,
               is not cured with 15 days after written notice of the breach; or

          (e)  COMPETITION ACT (Canada) clearance cannot be secured except by
               divesting or agreeing to divest all of the Microcell securities
               or all or substantially all of the assets of Microcell.

          Except in the circumstances referred to in (e) above, Rogers Wireless
          is required to take any steps necessary to secure COMPETITION ACT
          (Canada) clearance.

          For the purpose of the Support Agreement, a "Termination Fee Event"
          shall occur if, prior to the Effective Date:

          (a)  the Microcell Board withdraws or modifies in a manner adverse to
               Rogers Wireless its approval or recommendations of the offers and
               makes a public announcement to that effect;

          (b)  the Microcell Board recommends any Superior Proposal and makes
               a public announcement to that effect; or

          (c)  the Microcell Board fails to reaffirm its recommendation of the
               offers by press release within a reasonable time after the public
               announcement or commencement of any acquisition proposal.

          TERMINATION FEE

          Microcell is required to pay C$45 million to Rogers Wireless if the
          Support Agreement is terminated by reason of a Termination Fee Event,
          such payment to be made no later than the first business day following
          the Termination Fee Event.

          If the Support Agreement has been terminated without payment of a
          termination fee in circumstances where Rogers Wireless is not in
          breach of the Support Agreement and COMPETITION ACT (Canada) clearance
          has been obtained, and within four months thereafter an acquisition
          proposal is consummated which has a value per share greater than the
          per share value attributable under the Support Agreement, Microcell
          must pay the termination fee to Rogers Wireless.

<PAGE>
                                      -8-


ITEM 6    RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102

          Not applicable.

ITEM 7    OMITTED INFORMATION

          No significant facts remain confidential in, and no information has
          been omitted from, this report.

ITEM 8    EXECUTIVE OFFICER

          For further information please contact Bruce M. Mann, Vice
          President, Investor Relations at (416) 935-3532.

ITEM 9    DATE OF REPORT

          September 20, 2004

<PAGE>

                    CERTIFICATE OF ROGERS COMMUNICATIONS INC.

September 20, 2004

The short form prospectus dated April 15, 2004, as amended by Amendment No. 1
dated September 16, 2004 and as amended by this material change report, together
with the documents incorporated in the prospectus by reference, constitutes
full, true and plain disclosure of all material facts relating to the securities
offered by the prospectus as required by the securities legislation of each of
the provinces of Canada. For the purpose of the Province of Quebec, the short
form prospectus, as amended by Amendment No. 1 dated September 16, 2004 and as
amended by this material change report and as supplemented by the permanent
information record, contains no misrepresentation that is likely to affect the
value or the market price of the securities to be distributed.


(SIGNED)  EDWARD S. ROGERS, O.C.          (SIGNED)  ALAN D. HORN
          President and                             Vice President, Finance
          Chief Executive Officer                   and Chief Financial Officer


                       On behalf of the Board of Directors


(SIGNED)  H. GARFIELD EMERSON, Q.C.        (SIGNED)  THE HONOURABLE DAVID R.
          Director                                   PETERSON, P.C., Q.C.
                                                     Director


<PAGE>

                         CERTIFICATE OF THE UNDERWRITER

Date: September 20, 2004

To the best of our knowledge, information and belief, the short form prospectus
dated April 15, 2004, as amended by Amendment No. 1 dated September 16, 2004 and
as amended by this material change report, together with the documents
incorporated in the prospectus by reference, constitutes full, true and plain
disclosure of all material facts relating to the securities offered by the
prospectus as required by the securities legislation of each of the provinces of
Canada. For the purpose of the province of Quebec, to our knowledge, the short
form prospectus, as amended by Amendment No. 1 dated September 16, 2004 and as
amended by this material change report and as supplemented by the permanent
information record, contains no misrepresentation that is likely to affect the
value or the market price of the securities to be distributed.


                          RBC DOMINION SECURITIES INC.



                             By: (Signed) JOHN GRANT



<PAGE>


                                   SCHEDULE A

                                  NEWS RELEASE




<PAGE>


[ROGERS COMMUNICATIONS INC. LOGO]     [ROGERS WIRELESS COMMUNICATIONS INC. LOGO]
ROGERS COMMUNICATIONS INC.            ROGERS WIRELESS COMMUNICATIONS INC.





[MICROCELL TELECOMMUNICATIONS INC. LOGO]
MICROCELL TELECOMMUNICATIONS INC.


ATTENTION BUSINESS EDITORS:


ROGERS WIRELESS ANNOUNCES AGREEMENT TO PURCHASE MICROCELL TELECOMMUNICATIONS
FOR C$35 PER SHARE

      Microcell Board Recommends Shareholders Tender to Rogers Wireless Offer

      TORONTO AND MONTREAL, Sept. 20 /CNW/ - Rogers Wireless Communications Inc.
("Rogers Wireless"), Rogers Communications Inc. ("RCI") and Microcell
Telecommunications Inc. ("Microcell") jointly announced today that Rogers
Wireless and Microcell have entered into an agreement under which Rogers
Wireless will make an all cash bid for Microcell securities totaling
approximately C$1.4B. Rogers Wireless has agreed to purchase Microcell's Class A
Restricted Voting shares and Class B Non-Voting shares for C$35.00 per share. As
well, Rogers Wireless will offer to purchase the 2005 warrants for C$15.79 and
2008 warrants for C$15.01. Subject to regulatory approvals and Microcell
shareholder acceptance, this transaction is expected to close before the end of
the year.

      The combined businesses will operate Canada's only nationwide
GSM/GPRS/EDGE wireless network and will serve over 5.1 million voice and data
customers. This transaction also creates a company of measurably increased scale
allowing for significant opportunities for operating and capital spending
efficiencies.

      The members of the Board of Directors of Microcell have agreed that the
Rogers Wireless offer is fair to the shareholders of Microcell and in the best
interests of their company. The Board of Directors of Microcell has agreed to
recommend to its shareholders to support the Rogers Wireless offer. The Board of
Directors received opinions from its financial advisors, JP Morgan Securities
Inc. and Rothschild that the Rogers Wireless offer is fair, from a financial
point of view, to the shareholders of Microcell.

      "This transaction will position Rogers to better compete against incumbent
telco wireless operators in Canada," said Ted Rogers, President and CEO of RCI.
"It also ensures a healthy, competitive marketplace and all of the associated
benefits for wireless customers across Canada."

      "The combination of Rogers Wireless and Microcell will offer our customers
the strength of our common network, operating on the world standard GSM
technology, and continued leadership in delivering innovative wireless
solutions," said Nadir Mohamed, President and CEO, Rogers Wireless. "The
combination will make Rogers Wireless the largest wireless operator in Canada
with over 5.1 million voice and data customers across the country and with pro
forma network revenues of approximately $3.0 billion.

      "Microcell's President and CEO, Andre Tremblay stated "We believe that
this transaction constitutes an attractive opportunity for our customers and our
shareholders alike. It allows for the continuation of the Fido brand in the
marketplace, ensures our customers will continue to receive excellent service
and offers them the benefit, upon closing, of significantly enhanced


<PAGE>
                                      -2-


wireless coverage across Canada."

      Rogers Wireless intends to finance the purchase through cash on hand,
drawdown of its C$700 million bank credit facility and through bridge loan of up
to C$900 million from RCI. RCI will fund the bridge loan through cash on hand
and drawdown of credit facilities at its other subsidiaries.

      The Rogers Wireless offer is subject to receipt of certain regulatory
approvals and other customary conditions, including a requirement that two-
thirds of the shares must be tendered. Under certain circumstances, a fee of $45
million is payable by Microcell to Rogers Wireless, including if a superior
proposal is recommended by the Board of Directors of Microcell.

      Documents relating to the Rogers Wireless offer are expected to be sent to
Microcell's securityholders within ten business days. Investors may obtain a
free copy of materials filed by Rogers Wireless and Microcell in Canada on SEDAR
and in the U.S. on EDGAR.

      TD Securities Inc. is acting as financial advisor to Rogers Wireless on
this transaction. J.P. Morgan Securities Inc. and Rothschild are acting as
financial advisors to Microcell on this transaction.

      About the Companies:

      Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) is a
diversified Canadian communications and media company, which is engaged in cable
television, high-speed Internet access and video retailing through Canada's
largest cable television provider Rogers Cable Inc.; wireless voice and data
communications services through Canada's leading national GSM/GPRS/EDGE cellular
provider Rogers Wireless Communications Inc.; and radio, television
broadcasting, televised shopping and publishing businesses through Rogers Media
Inc.

      Rogers Wireless Communications Inc. (TSX: RCM.B; NYSE: RCN) operates
Canada's largest integrated wireless voice and data network, providing advanced
voice and wireless data solutions to customers from coast to coast on its
GSM/GPRS network, the world standard for wireless communications technology. The
Company has over 3.9 million voice and data customers, and has offices in
Canadian cities across the country. Rogers Wireless Communications Inc. is
currently 55% owned by Rogers Communications Inc. and 34% owned by AT&T Wireless
Services, Inc.

      Microcell Telecommunications Inc. (TSX: MT.A and MT.B) is a major
provider, through its subsidiaries, of telecommunications services in Canada
dedicated solely to wireless. Microcell offers a wide range of voice and
high-speed data communications products and services to approximately 1.2
million customers. Microcell operates a GSM network across Canada and markets
Personal Communications Services (PCS) and General Packet Radio Service (GPRS)
under the Fido(R) brand name. Microcell has been a public company since October
15, 1997, and is listed on the Toronto Stock Exchange.

      Cautionary Statement Regarding Forward Looking Information:

      This news release includes certain forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainties. We caution that actual future events will be affected
by a number of factors, many of which are beyond our control, and therefore may
vary substantially from what we currently foresee. We are under no obligation to
(and expressly disclaim any such obligation to) update or alter any forward
looking statements whether as a result of new information, future events or
otherwise. Important additional information identifying risks and uncertainties
is contained in our most recent Annual Reports and


<PAGE>
                                      -3-


Annual Information Forms filed with the applicable Canadian securities
regulatory authorities and the U.S. Securities and Exchange Commission.

      Reminder to holders of Microcell Class A Restricted Voting Shares and
      Class B Non-Voting Shares

      Microcell reminds the holders of its Class A Restricted Voting Shares and
Class B Non-Voting Shares that (i) each Class A Restricted Voting Share may, at
the option of the holder, be exchanged at any time for one Class B Non- Voting
Share and (ii) each Class B Non-Voting Share may, at the option of the holder by
providing a declaration of Canadian residency to the Company's transfer agent,
be exchanged at any time for one Class A Restricted Voting Share.

      Fido is a registered trademark of Microcell Solutions Inc.

      %SEDAR: 00003765E


For further information: Rogers: Investment Community: Bruce M. Mann, (416)
935-3532, bruce.mann@rci.rogers.com; Eric Wright, (416) 935-3550,
eric.wright@rci.rogers.com; Media: Jan L. Innes, (416) 935-3525,
jan.innes@rci.rogers.com; Heather Armstrong, (416) 935-6379,
heather.armstrong@rci.rogers.com; Microcell: Investment Community: Thane
Fotopoulos, (514) 937-0102, ext. 8317, thane.fotopoulos@microcell.ca; Media:
Claire Fiset, (514) 937-0102, ext. 7824, claire.fiset@microcell.ca; Karen
Berkhout, (604) 783-0701, karen.berkhout@microcell.ca;