• Abstract and Figures
• Public Full-text

Dear Shareholder: You are invited to attend the Annual and Special Meeting of the shareholders of BCE Inc. which will be held at the Metro Toronto Convention Centre, 222 Bremner Blvd. (South Building), Toronto, Ontario on Wednesday, April 26, 2000, at 10:30 a.m. The items of business to be acted upon are set forth in the notice of meeting, management proxy circular, and the Corporation's and Nortel Networks Corporation's notice of application and joint arrangement circular. This year, in addition to the usual business, you will be asked to vote on the proposed plan of arrangement announced by the Corporation on January 26, 2000, being recommended by the Board of Directors, under the Canada Business Corporations Act, pursuant to which the Corporation is proposing to distribute to its common shareholders an approximate 36% interest in Nortel Networks Corporation. The proposed plan of arrangement is brie¯y described in the accompanying management proxy circular and is described in more detail in the accompanying notice of application and joint arrangement circular. In addition, you will be asked to vote on a resolution ratifying the Corporation's shareholder rights plan previously adopted by the Board of Directors and discussed in the accompanying management proxy circular. Furthermore, you will be asked to vote on certain shareholder proposals set out in the accompanying management proxy circular. Your participation in the affairs of the Corporation is most important, regardless of the number of shares you hold. If you are unable to attend in person, please complete, sign and return the enclosed proxy form in the envelope provided for this purpose. If you intend to be present at the meeting, you may nevertheless ®nd it convenient to express your views in advance by completing and returning your proxy form. If your shares are not registered in your name but are held in the name of a nominee, you may wish to consult the information on page 3 of the accompanying management proxy circular with respect to how to vote your shares. Following the custom of past annual meetings, we will review with you the business and affairs of the Corporation. You will also have an opportunity to meet your directors and the executives of the Corporation. Sincerely yours, L.R. WILSON Chairman of the Board March 13, 2000 notice of 2000 annual and special meeting The Annual and Special Meeting of the shareholders of BCE Inc. will be held at the Metro Toronto Convention Centre, 222 Bremner Blvd. (South Building), Toronto, Ontario on Wednesday, April 26, 2000, at 10:30 a.m. (Toronto time) for the following purposes: ) to receive the consolidated ®nancial statements for the year ended December 31, 1999 and the auditors' report on the ®nancial statements; ) to elect directors for the ensuing year; ) to appoint auditors to hold of®ce until the close of the next annual meeting; ) to consider and, if thought advisable, to approve, with or without variation, a special resolution (the full text of which is reproduced as Schedule ``A'' to the accompanying management proxy circular) to approve the plan of arrangement described in the accompanying management proxy circular and notice of application and joint arrangement circular; ) to consider and, if thought advisable, to approve, with or without variation, a resolution (the full text of which is reproduced as Schedule ``B'' to the accompanying management proxy circular) to approve, ratify and con®rm the shareholder rights plan brie¯y described in the accompanying management proxy circular and described in more detail in Schedule ``C'' to the accompanying management proxy circular and which was adopted by the Board of Directors of the Corporation on February 23, 2000; ) to deal with certain shareholder proposals (the full text of which are reproduced as Schedule ``D'' to the accompanying management proxy circular); and ) to transact such other business as may properly be brought before the meeting. Shareholders registered at the close of business on March 21, 2000 will be entitled to receive notice of the meeting. By order of the Board of Directors, MARC J. RYAN Corporate Secretary MontrÂeal, March 13, 2000 NOTE: Proxies to be used at the meeting must be received prior to 4:45 p.m. (MontrÂeal time) on Monday, April 24, 2000, by our transfer agent, Montreal Trust Company, by mail at Box 580, Station B, MontrÂeal, QuÂebec, Canada H3B 3K3, or by delivery to 1800, avenue McGill College, 6th Floor, MontrÂeal, QuÂebec, Canada, or by other agents appointed by the Corporation for such purpose. Shareholders residing in the United States should mail their proxies to our transfer agent at Box 127, Rouses Point, N.Y. 12979-9930, U.S.A. and those residing outside Canada and the United States at Box 127, Rouses Point, N.Y. 12979-9929, U.S.A. management proxy circular dated February 29, 2000* QUESTIONS AND ANSWERS ON VOTING AND PROXIES To ensure representation of your shares at the Annual and Special withheld from voting on the election of directors and the Meeting of BCE Inc. (``BCE'' or the ``Corporation'') to be held in appointment of auditors. On other matters, the Toronto, Ontario on April 26, 2000 (the ``Meeting''), please shareholder may vote for or against the proposal. As complete, sign and return your proxy form or, if you are not a indicated elsewhere in this Circular, the Corporation's registered shareholder, the request for voting instructions or the Board of Directors and management are recommending proxy form, as the case may be, that was sent to you, as soon as that shareholders vote FOR the Plan of Arrangement, possible. It is important that your shares be represented at the FOR the rati®cation of the shareholder rights plan and Meeting and that your wishes be made known to the directors. FOR Shareholder Proposals No. 1 and No. 2. This will be assured, whether or not you attend the Meeting, if you complete and sign the proxy form or request for voting 3. Q: WHAT SHAREHOLDER PROPOSALS WILL BE VOTED instructions, as the case may be, that was sent to you and return it ON AT THE MEETING? as soon as possible. The following questions and answers provide A: As set forth in Schedule ``D'' to this Circular, there are guidance on how to vote your shares. Should you have any two shareholder proposals to be voted on at the Meeting. questions, please contact our proxy solicitation agent, Georgeson As explained in Schedule ``D'', the Board of Directors and Shareholder Communications Canada (``GSCC''), in the manner management are recommending voting FOR Shareholder indicated in Q&A No. 20 of this management proxy circular (the Proposal No. 1, relating to the disclosure of information ``Circular''). If you are not a registered shareholder, please refer to shareholders, and FOR Shareholder Proposal No. 2, to Q&A No. 19 below for a description of the procedure to be relating to the disclosure of fees paid by the Corporation followed to vote your shares. to its auditors. 1. Q: WHO IS SOLICITING MY PROXY? 4. Q: WHAT DOCUMENTS FORM PART OF THE PACKAGE A: This Circular is furnished in connection with the SENT TO ME? solicitation by the management of BCE of proxies to be A: In addition to the usual annual corporate documents used at the Meeting and at any adjournment or (i.e., BCE's 1999 Annual Report, this Circular and the postponement thereof. Solicitation of proxies will be proxy form) you will ®nd included in your package BCE's primarily by mail, supplemented by telephone or other and Nortel Networks' notice of application and joint contact, by employees or agents of the Corporation at a arrangement circular (the ``Arrangement Circular'') and nominal cost, and all costs thereof will be borne by the a copy of the audited consolidated ®nancial statements Corporation. The Corporation has retained the services of and other ®nancial information of Nortel Networks as at GSCC for the solicitation of proxies in Canada and in the and for the year ended December 31, 1999. The United States. The maximum aggregate costs of GSCC's Arrangement Circular describes in detail the Plan of services are estimated to be $121,000. Arrangement whereby BCE proposes to distribute to its common shareholders an approximate 36% interest in 2. Q: WHAT AM I VOTING ON? Nortel Networks and with respect to which, as indicated A: The election of the directors to the Board of Directors of in Q&A No. 2 above, you are being asked to vote on. the Corporation and the appointment of the auditors of the Corporation until the next annual meeting, the 5. Q: WHO IS ENTITLED TO VOTE? proposed plan of arrangement (``Plan of Arrangement'') A: Shareholders as of the close of business on March 21, pursuant to which BCE would distribute to its common 2000 or their duly appointed proxies will be entitled to shareholders an approximate 36% interest in Nortel attend the Meeting or to register a vote. If you have Networks Corporation (``Nortel Networks''), the proposed acquired common shares of the Corporation after rati®cation of the shareholder rights plan, and two March 21, 2000, please refer to Q&A No. 14 to shareholder proposals. Shares may be voted for or determine whether and how you may vote such shares. *Information as of February 29, 2000, except as otherwise indicated. BCE Inc. 2000 Management Proxy Circular 1 6. Q: HOW DO I VOTE? THAT HIS OR HER APPOINTMENT HAS BEEN A: There are two ways that you can vote your shares if you MADE TO VOTE YOUR SHARES. are a registered shareholder. You may vote in person at the PROXYHOLDERS SHOULD, AT THE MEETING, Meeting or you may complete and sign the enclosed proxy PRESENT THEMSELVES TO A form appointing the named persons or some other person REPRESENTATIVE OF MONTREAL TRUST you choose to represent you and vote your shares at the COMPANY AT THE TABLE IDENTIFIED AS Meeting.

Load more

  160

Copy Link