120 ROGERS COMMUNICATIONS INC. 2013 ANNUAL REPORT NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 23: SHAREHOLDERS’ EQUITY Capital S tock Dividends Available-for- S ale Financial Assets Reserve Hedging Reserve Defined Benefit Pension Plans Normal Course Issuer Bid In February 2013, we renewed our normal course issuer bid. During the 12-month period commencing February 25, 2013 and ending February 24, 2014, we may purchase on the TSX, the NYSE and/or alternative trading systems up to the lesser of 35.8 million Class B Non- Voting shares, representing approximately 10% of the then issued and outstanding Class B Non-Voting shares, and that number of Class B Non-Voting shares that can be purchased under the normal course issuer bid for an aggregate purchase price of $500 million. The actual number of Class B Non-Voting shares purchased, if any, and the timing of such purchases will be determined by considering market conditions, share prices, our cash position, and other factors. The holders of Class A shares are entitled to receive dividends at the rate of up to five cents per share but only after dividends at the rate of five cents per share have been paid or set aside on the Class B shares. Class A Voting and Class B Non-Voting shares therefore participate equally in dividends. Our defined benefit pension plan obligation is actuarially determined at the end of the year, and we recognize remeasurements in other comprehensive income and retained earnings. We measure all derivatives at fair value on the consolidated statements of financial position, and record changes in fair value of cash flow hedging derivatives in the fair value reserve as a component of equity through other comprehensive income, if the derivatives are effective and until we recognize the hedged asset or liability in net income. We carry available-for-sale investments at fair value on the consolidated statements of financial position, and record changes in fair value in the available-for-sale financial assets reserve as a component of equity, through other comprehensive income, until the investments are disposed of or impaired, at which time we record the change in fair value in net income. In 2013 and 2012, we declared and paid the following dividends on our outstanding Class A Voting and Class B Non-Voting shares: In 2013, we repurchased for cancellation a total of 546,674 (2012 – 9,637,230) Class B Non-Voting shares for total proceeds of $22 million (2012 – $350 million), resulting in a reduction to Class B Non-Voting share capital, share premium and retained earnings of $1 million, nil and $21 million (2012 – $10 million, $243 million and $97 million), respectively. All of the 2013 purchases were made in June 2013 and were carried out through the facilities of the TSX. In 2013, we cancelled 43,993 Class B Non-Voting shares that related to old employee share plans for proceeds of nil. RCI’s Articles of Continuance under the Company Act (British Columbia) impose restrictions on the transfer, voting and issue of the Class A Voting and Class B Non-Voting shares to ensure that we remain qualified to hold or obtain licences required to carry on certain of our business undertakings in Canada. We are authorized to refuse to register transfers of any of our shares to any person who is not a Canadian in order to ensure that Rogers remains qualified to hold the licences referred to above. Date declared Date paid Dividend per share February 21, 2012 April 2, 2012 $ 0.395 April 25, 2012 July 3, 2012 0.395 August 15, 2012 October 3, 2012 0.395 October 24, 2012 January 2, 2013 0.395 $ 1.58 February 14, 2013 April 2, 2013 $ 0.435 April 23, 2013 July 3, 2013 0.435 August 15, 2013 October 2, 2013 0.435 October 24, 2013 January 2, 2014 0.435 $ 1.74 S hares classes Number of shares authorized for issue Features Voting rights Preferred shares 400 million GLYPH<129> Without par value GLYPH<129> Issuable in series, with rights and terms of each series to be fixed by our board prior to the issue of any series GLYPH<129> None Class A Voting shares 112,474,388 GLYPH<129> Without par value GLYPH<129> Each share can be converted into one Class B Non-Voting share GLYPH<129> Each share entitled to 50 votes Class B Non-Voting shares 1.4 billion GLYPH<129> Without par value GLYPH<129> None