2015 BCE Notice of Special Meeting Management Information Circular

NOTICE OF SPECIAL MEETING OF SECURITYHOLDERS AND MANAGEMENT INFORMATION CIRCULAR Our special meeting of securityholders will be held at 9:00 a.m. (Vancouver time), on Monday January 12, 2015, at the Coal Harbour Room, Pan Pacific Hotel, 999 Canada Place, Vancouver, British Columbia, V6C 3B5. Securityholders of GLENTEL Inc. have the right to vote their securities, either by proxy or in person, at the meeting. Your vote is important. This document tells you who can vote, what securityholders will be voting on and how securityholders can exercise the right to vote their securities. Please read it carefully. GLENTEL INC. December 11, 2014 (This page intentionally left blank) LETTER FROM THE CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER December 11, 2014 Dear fellow securityholder: You are invited to attend a special meeting of securityholders of GLENTEL Inc. (“GLENTEL”). The meeting will be held on January 12, 2015, at 9:00 a.m. (Vancouver time), at the Coal Harbour Room, Pan Pacific Hotel, 999 Canada Place, Vancouver, British Columbia, Canada, V6C 3B5. At the special meeting, among other things, you will be asked to consider and, if thought appropriate, to pass, with or without variation, a special resolution approving a statutory arrangement pursuant to section 192 of the Canada Business Corporations Act (the “Arrangement”) involving, among other things, the acquisition by BCE Inc. (“BCE”) of all of the outstanding common shares of GLENTEL (the “Shares”). Under the Arrangement, holders of Shares will be entitled to receive, at the election of each holder, cash of $26.50 per Share, or 0.4974 common shares of BCE (“BCE Common Shares”), per Share, as described in more detail in the accompanying information circular. The elections made by holders of Shares will be subject to proration. Under the Arrangement, BCE will pay consideration to the Shareholders, in the aggregate, in cash in respect of 50% of the outstanding Shares (or approximately $295.4 million) and BCE Common Shares in respect of 50% of the outstanding Shares. The consideration to be paid to holders of Shares under the Arrangement represents a premium of 108% based on GLENTEL’s closing share price on the Toronto Stock Exchange (“TSX”) on November 27, 2014, the day prior to the announcement of the Arrangement, and a 121% premium to the volume weighted trading average share price on the TSX for the 10 trading days ended November 27, 2014 (and in each case based on the volume weighted trading average BCE Common Share price on the TSX for the 10 trading days ended November 27, 2014 of $53.27). Under the Arrangement, GLENTEL will pay or cause to be paid to each holder of outstanding in-the-money options (the ‘‘Options’’) to purchase Shares (i.e., those with an exercise price lower than $26.50), an amount in cash equal to $26.50 for each Share subject to the Option less the exercise price of the applicable Option held (approximately $2.5 million in aggregate, based on outstanding unexercised options). The Board of Directors of GLENTEL has unanimously determined, following the unanimous favourable recommendation of a special committee comprised of independent directors, that the Arrangement is in the best interests of GLENTEL and is fair to the holders of Shares and unanimously recommends that the shareholders of GLENTEL vote FOR the special resolution approving the Arrangement. The recommendation of the Board of Directors is based on the factors and considerations set out in detail in the accompanying information circular beginning at page 22. Each director of GLENTEL intends to vote his or her Shares and Options FOR the special resolution approving the Arrangement. 2 To become effective, the resolution in respect of the Arrangement must be approved by not less than (i) 66 »3% of the votes cast by the holders of Shares and Options, voting as a single class, and (ii) a majority of the votes cast by the holders of Shares (other than interested Shareholders for the purpose of such vote). The Arrangement is also subject to certain other conditions, including the receipt of required approvals from the Toronto Stock Exchange, the New York Stock Exchange and under the Competition Act (Canada) and the expiration of the applicable waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976. Subject to obtaining such approvals and satisfying or waiving the other conditions contained in the arrangement agreement dated November 28, 2014, between BCE and GLENTEL (the “Arrangement Agreement”), if securityholders of GLENTEL approve the special resolution in respect of the Arrangement, it is anticipated that the Arrangement will be completed in the first half of 2015. (i) The accompanying information circular provides a detailed description of the Arrangement to assist you in considering how to vote on the resolution to be approved at the special meeting. You are urged to read this information carefully and, if you require assistance, consult your own legal, tax, financial or other professional advisor. Your vote is important regardless of the number of securities you own. If you are unable to be present at the special meeting in person, we encourage you to take the time now to complete, sign, date and return the enclosed form of proxy so that your securities can be voted at the meeting in accordance with your instructions. Enclosed is a letter of transmittal and election form for holders of Shares explaining how you can elect between cash and BCE Common Shares, as well as how to deposit and obtain payment for your Shares once the Arrangement is completed. The letter of transmittal and election form will also be available on our website at www.glentel.com as well as on SEDAR at www.sedar.com or by contacting the depositary appointed in connection with the Arrangement (using the information set out on the back of the accompanying information circular). If you hold your Shares through an intermediary, such as a broker, investment dealer, bank or trust company, you should contact such intermediary with any questions related to voting on the resolution to be approved at the special meeting or receiving payment for your Shares upon the completion of the Arrangement. If you have any questions, please contact Computershare, the Depositary under the Arrangement, toll free at 1-800- 564-6253. Thank you for your continued support of GLENTEL. Yours very truly, Thomas E. Skidmore Chairman of the Board, President & Chief Executive Officer (ii) NOTICE OF SPECIAL MEETING OF SECURITYHOLDERS OF GLENTEL INC. The holders of common shares and options are invited to our special meeting of securityholders. WHEN Monday, January 12, 2015 9:00 a.m. (Vancouver time) WHERE Coal Harbour Room, Pan Pacific Hotel 999 Canada Place Vancouver, British Columbia, V6C 3B5 WHAT THE MEETING IS ABOUT The special meeting is being held pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) (the “Court”) dated December 11, 2014, for the holders (the “Securityholders”) of common shares (“Shares”) of GLENTEL Inc. (“GLENTEL”) and options to acquire Shares issued by GLENTEL (“Options”) to consider and, if thought appropriate, to approve a special resolution, the full text of which is set forth at Appendix “A” to the accompanying information circular, approving a statutory plan of arrangement pursuant to section 192 of the Canada Business Corporations Act (the “Arrangement”) involving, among others, GLENTEL, its Securityholders and BCE Inc. (“BCE”). The Arrangement contemplates, among other things, the acquisition by BCE of all of the outstanding Shares. Securityholders may also be asked to consider other business that properly comes before the special meeting or any postponement or adjournment thereof. YOU HAVE THE RIGHT TO VOTE You are entitled to receive notice of and vote at the special meeting, or any postponement or adjournment thereof, if you were a Securityholder at the close of business on December 11, 2014. YOU ARE ENTITLED TO DISSENT RIGHTS Pursuant to the interim order of the Court and the provisions of section 190 of the Canada Business Corporations Act (as modified by the interim order and the plan of arrangement), if you are a registered holder of Shares, you have the right to dissent in respect of the special resolution approving the Arrangement and, if the Arrangement becomes effective and upon strict compliance with the dissent procedures, to be paid the fair value of your Shares. There can be no assurance that a dissenting Shareholder will receive consideration for his or her Shares of equal value to the consideration that such dissenting Shareholder would have received under the Arrangement. This right of dissent is described in the accompanying information circular. If you fail to strictly comply with the dissent procedures set out in the accompanying information circular, you may not be able to exercise your right of dissent. If you are a beneficial owner of Shares registered in the name of a broker, investment dealer, bank, trust company, custodian or other intermediary and wish to dissent, you should be aware that ONLY REGISTERED HOLDERS OF SHARES ARE ENTITLED TO EXERCISE RIGHTS OF DISSENT. A registered Shareholder who holds Shares as intermediary for more than one beneficial owner, some of whom wish to exercise dissent rights, must exercise dissent rights on behalf of such holders. A dissenting Shareholder may only dissent with respect to all Shares held on behalf of any one beneficial owner and registered in the name of such dissenting Shareholder. Holders of Options are not entitled to any rights to dissent in respect of Options held. (iii) YOUR VOTE IS IMPORTANT As a Securityholder, it is very important that you read this material carefully and then vote your securities, either by proxy or in person at the special meeting.

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