##### 






CALL-NET ENTERPRISES INC.


(IMPORTANT REMINDER)

Dear Call-Net Enterprises Inc. shareholder:

A special meeting of Call-Net Enterprises Inc.
(Call-Net) shareholders has been called to consider
a special resolution with respect to the arrangement (the
Arrangement) involving the acquisition by Rogers
Communications Inc. (RCI) of all of the outstanding
Common and Class B shares of Call-Net. The special meeting
will be held at the Hilton Toronto (Toronto III Room),
145 Richmond Street West, Toronto, Ontario on Wednesday,
June 29, 2005 at 11:00 a.m. (Toronto Time).

Under the Arrangement, you will receive one
(1) Class B Non-Voting Share of RCI for every
4.25 Call-Net shares you hold.

The Board of Directors has determined that the Arrangement is
fair to Call-Nets shareholders and unanimously recommends
that shareholders vote in favour of the Arrangement.

If you have not already returned your proxy, a duplicate one is
enclosed for your use. Remember that you can vote by fax at
416-368-2502.

For assistance in voting your shares or if you require
additional copies of the notice of meeting and information
circular, please do not hesitate to contact Georgeson
Shareholder at the number below. Copies of these materials may
also be obtained on SEDAR at www.sedar.com or the SEC at
www.sec.gov.

(GEORGESO LOGO)

Toll Free Number:

1-888-253-0937




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##### 






CALL-NET ENTERPRISES INC.

PROXY FOR HOLDERS OF COMMON SHARES

SPECIAL MEETING OF SHAREHOLDERS

The undersigned holder of Common Sharesof CALL-NET
ENTERPRISES INC. (the Corporation) hereby appoints
William Linton of Toronto, Ontario, or failing him, Lawrence
Tapp of Langley, B.C., or failing him, Roy Graydon of Toronto,
Ontario, or, instead, of any of the foregoing,

as the nominee of the undersigned to attend and act for and on
behalf of the undersigned at the special meeting (the
meeting) of shareholders of the Corporation to be
held on June 29, 2005 and at any adjournment(s) or
postponement(s) thereof in the same manner, to the same extent
and with the same power as if the undersigned were present at
the meeting or such adjournment(s) or postponement(s) thereof;
provided, however, that without limiting the general
authorization and power hereby given, the proxyholder named
above is specifically directed, on any ballot that may be called
for, to vote the Common Sharesregistered in the name of
the undersigned for or against as specified below (with a tick
ü or an X):

Management recommends shareholders vote FORitem 1 below:



| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | The special resolution (the Arrangement Resolution)
    approving the arrangement under section 192 of the Canada
    Business Corporations Act (CBCA) involving the
    Corporation and Rogers Communication Inc. (RCI)
    pursuant to an arrangement agreement between the Corporation and
    RCI made as of May 11, 2005, a copy of which is included as
    Appendix B to the management proxy circular (the
    Circular) of the Corporation dated May 25,
    2005, and the plan of arrangement attached as Schedule 1.1
    thereto.

o FOR                  o AGAINST



| |    |                                                                                                                                                                                                                                  
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | To vote at the discretion of the proxy nominee on any amendments
    or variations to the foregoing and on such other business as may
    properly come before the meeting and any adjournment(s) or
    postponement(s) thereof.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Common Sharesrepresented by this proxy will be voted
    for or against in accordance with the foregoing directions on
    any ballot that may be called for and, if a choice is specified
    with respect to any matter to be acted upon, the Common
    Sharesshall be voted accordingly. IF A SHAREHOLDER DOES
    NOT SPECIFY THAT THE COMMON SHARES ARE TO BE VOTED FOR OR
    AGAINST, SUCH COMMON SHARES WILL BE VOTED IN FAVOUR OF THE
    RESOLUTIONS ON ANY BALLOT THAT MAY BE CALLED FOR.                
|
| | If any amendments or variations to matters identified in the
    notice of the meeting are proposed at the meeting (or any
    adjournment or postponement thereof) or if any other matters
    which are not known to management properly come before the
    meeting (or any adjournment or postponement thereof), this proxy
    confers discretionary authority to vote on such amendments or
    variations or such other matters according to the best judgement
    of the person voting the proxy at the meeting.
|
| | To be valid at the meeting, completed forms of proxy must be
    deposited before 5:00 p.m. (Toronto time) on June 27,
    2005 (or the second business day preceding any adjournment or
    postponement of the meeting).                                                                                                                                                                                                                                                                                               

| |  |                                                  
| |  | -------------------------------------------------
| |  | DATED this      day
    of                , 2005.
|
| |  | Signature of
    Shareholder                     
|
| |  | Name of Shareholder
    (please print clearly)   



---



##### 



NOTES:



| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. | To be valid at the meeting, completed forms of proxy must be
    delivered or deposited before 5:00 p.m. (Toronto time) on
    June 27, 2005 (or the second business day preceding any
    adjournment or postponement of the meeting).                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | b. | For postal delivery, the completed proxy should be mailed by
    using the envelope as provided. To deliver by facsimile, please
    send the proxy to the Proxy Department of CIBC Mellon at
    (416) 368-2502. The completed proxy may also be delivered
    in person to CIBC Mellon at 320 Bay Street, 6th Floor,
    Toronto, Ontario, M5H 4A6.                                                                                                                                                                                                                                                                                                                       
|
| | c. | A SHAREHOLDER HAS THE RIGHT TO APPOINT AS HIS OR HER
    PROXYHOLDER A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND
    AND TO ACT ON HIS OR HER BEHALF AT THE MEETING OTHER THAN THOSE
    PERSONS DESIGNATED ABOVE.A shareholder may do so by
    inserting the name of such other person in the blank space
    provided or by completing another proper form of proxy. A proxy
    may be revoked in the manner set forth in the Circular.                                                                                                                                                                                                                          
|
| | d. | This form of proxy must be dated and signed by the shareholder
    or his or her attorney authorized in writing or, if the
    shareholder is a corporation, by an officer or attorney thereof
    duly authorized.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | e. | Reference is made to the accompanying Notice of Special Meeting
    and Circular for further information regarding completion and
    use of this proxy and other information pertaining to the
    meeting. Before completing this proxy, non-registered holders
    should carefully review the accompanying Circular and should
    carefully follow the instructions of the securities dealer or
    other intermediary who sent this proxy.                                                                                                                                                                                                                            
|
| | f. | If this form of proxy is not dated in the space provided above,
    it is deemed to bear the date on which it was mailed by the
    management of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | g. | If it is desired that the Common Sharesrepresented by
    this proxy are to be voted for or against on any ballot that may
    be called for with respect to any matter referred to above, the
    appropriate box above provided for voting for or against should
    be marked with an X or a tick
    (ü).                                                                                                                                                                                                                                                                                                                                                               
|
| | h. | A registered holder of Common Sharesmay dissent from the
    Arrangement Resolution. A shareholder may only exercise the
    right to dissent under section 190 of the CBCA in respect of
    shares which are registered in that shareholders name.
    Shareholders, including non-registered holders, who wish to
    dissent should carefully review the section entitled
    Rights of Dissenting Shareholders in the Circular,
    and Appendix F to the Circular, which accompanies this
    proxy. The failure to comply strictly with the dissent
    procedures described in the Circular may result in the loss or
    unavailability of the right to dissent.
|
| | i. | THIS PROXY IS SOLICITED BY OR ON BEHALF OF THE MANAGEMENT OF
    THE CORPORATION.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | j. | THIS PROXY IS FOR USE AT THE SPECIAL MEETING OF SHAREHOLDERS
    OF THE CORPORATION TO BE HELD ON JUNE 29, 2005 AND AT ANY
    ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

IF YOU HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE TO
COMPLETE

THIS PROXY, PLEASE CALL:


GEORGESON SHAREHOLDER COMMUNICATIONS CANADA INC.

TOLL FREE: 1-888-253-0937



---



##### 






CALL-NET ENTERPRISES INC.

PROXY FOR HOLDERS OF CLASS B NON-VOTING SHARES

SPECIAL MEETING OF SHAREHOLDERS

The undersigned holder of Class B Non-Voting Shares
of CALL-NET ENTERPRISES INC. (the Corporation)
hereby appoints William Linton of Toronto, Ontario, or failing
him, Lawrence Tapp of Langley, B.C., or failing him, Roy Graydon
of Toronto, Ontario, or, instead, of any of the foregoing,

as the nominee of the undersigned to attend and act for and on
behalf of the undersigned at the special meeting (the
meeting) of shareholders of the Corporation to be
held on June 29, 2005 and at any adjournment(s) or
postponement(s) thereof in the same manner, to the same extent
and with the same power as if the undersigned were present at
the meeting or such adjournment(s) or postponement(s) thereof;
provided, however, that without limiting the general
authorization and power hereby given, the proxyholder named
above is specifically directed, on any ballot that may be called
for, to vote the Class B Non-Voting Shares
registered in the name of the undersigned for or against as
specified below (with a tick
ü or an X):

Management recommends shareholders vote FORitem 1 below:



| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | The special resolution (the Arrangement Resolution)
    approving the arrangement under section 192 of the
    Canada Business Corporations Act (CBCA)
    involving the Corporation and Rogers Communications Inc.
    (RCI), pursuant to an arrangement agreement between
    the Corporation and RCI made as of May 11, 2005, a copy of
    which is included as Appendix B to the management proxy
    circular (the Circular) of the Corporation dated
    May 25, 2005, and the plan of arrangement attached as
    Schedule 1.1 thereto.

o FOR                  o AGAINST



| |    |                                                                                                                                                                                                                                  
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | To vote at the discretion of the proxy nominee on any amendments
    or variations to the foregoing and on such other business as may
    properly come before the meeting and any adjournment(s) or
    postponement(s) thereof.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Class B Non-Voting Shares represented by this
    proxy will be voted for or against in accordance with the
    foregoing directions on any ballot that may be called for and,
    if a choice is specified with respect to any matter to be acted
    upon, the Class B Non-Voting Shares shall be voted
    accordingly. IF A SHAREHOLDER DOES NOT SPECIFY THAT THE
    CLASS B NON-VOTING SHARES ARE TO BE VOTED FOR OR AGAINST,
    SUCH CLASS B NON-VOTING SHARES WILL BE VOTED IN FAVOUR OF
    THE RESOLUTIONS ON ANY BALLOT THAT MAY BE CALLED FOR.
|
| | If any amendments or variations to matters identified in the
    notice of the meeting are proposed at the meeting (or any
    adjournment or postponement thereof) or if any other matters
    which are not known to management properly come before the
    meeting (or any adjournment or postponement thereof), this proxy
    confers discretionary authority to vote on such amendments or
    variations or such other matters according to the best judgement
    of the person voting the proxy at the meeting.                                      
|
| | To be valid at the meeting, completed forms of proxy must be
    deposited before 5:00 p.m. (Toronto time) on June 27,
    2005 (or the second business day preceding any adjournment or
    postponement of the meeting).                                                                                                                                                                                                                                                                                                                                     

| |  |                                               
| |  | ----------------------------------------------
| |  | DATED
    this       day
    of      , 2005.  
|
| |  | Signature of
    Shareholder                  
|
| |  | Name of Shareholder
    (please print clearly)



---



##### 



NOTES:



| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. | To be valid at the meeting, completed forms of proxy must be
    delivered or deposited before 5:00 p.m. (Toronto time) on
    June 27, 2005 (or the second business day preceding any
    adjournment or postponement of the meeting).                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | b. | For postal delivery, the completed proxy should be mailed by
    using the envelope as provided. To deliver by facsimile, please
    send the proxy to the Proxy Department of CIBC Mellon at
    (416) 368-2502. The completed proxy may also be delivered
    in person to CIBC Mellon at 320 Bay Street, 6th Floor,
    Toronto, Ontario, M5H 4A6.                                                                                                                                                                                                                                                                                                                                   
|
| | c. | A SHAREHOLDER HAS THE RIGHT TO APPOINT AS HIS OR HER
    PROXYHOLDER A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND
    AND TO ACT ON HIS OR HER BEHALF AT THE MEETING OTHER THAN THOSE
    PERSONS DESIGNATED ABOVE.A shareholder may do so by
    inserting the name of such other person in the blank space
    provided or by completing another proper form of proxy. A proxy
    may be revoked in the manner set forth in the accompanying
    Circular.                                                                                                                                                                                                                     
|
| | d. | This form of proxy must be dated and signed by the shareholder
    or his or her attorney authorized in writing or, if the
    shareholder is a corporation, by an officer or attorney thereof
    duly authorized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | e. | Reference is made to the accompanying Notice of Special Meeting
    and Circular for further information regarding completion and
    use of this proxy and other information pertaining to the
    meeting. Before completing this proxy, non-registered holders
    should carefully review the accompanying Circular and should
    carefully follow the instructions of the securities dealer or
    other intermediary who sent this proxy.                                                                                                                                                                                                                                        
|
| | f. | If this form of proxy is not dated in the space provided above,
    it is deemed to bear the date on which it was mailed by the
    management of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | g. | If it is desired that the Class B Non-Voting Sharesrepresented by this proxy are to be voted for or against on
    any ballot that may be called for with respect to any matter
    referred to above, the appropriate box above provided for voting
    for or against should be marked with an X or a tick
    (ü).                                                                                                                                                                                                                                                                                                                                                                   
|
| | h. | A registered holder of Class B Non-Voting Sharesmay
    dissent from the Arrangement Resolution. A shareholder may only
    exercise the right to dissent under section 190 of the CBCA
    in respect of shares which are registered in that
    shareholders name. Shareholders, including non-registered
    holders, who wish to dissent should carefully review the section
    entitled Rights of Dissenting Shareholders in the
    Circular, and Appendix F to the Circular, which accompanies
    this proxy. The failure to comply strictly with the dissent
    procedures described in the Circular may result in the loss or
    unavailability of the right to dissent.
|
| | i. | THIS PROXY IS SOLICITED BY OR ON BEHALF OF THE MANAGEMENT OF
    THE CORPORATION.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | j. | THIS PROXY IS FOR USE AT THE SPECIAL MEETING OF SHAREHOLDERS
    OF THE CORPORATION TO BE HELD ON JUNE 29, 2005 AND AT ANY
    ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

IF YOU HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE TO
COMPLETE

THIS PROXY, PLEASE CALL:


GEORGESON SHAREHOLDER COMMUNICATIONS CANADA INC.

TOLL FREE: 1-888-253-0937