BELL CANADA ANNUAL INFORMATION FORM FOR THE YEAR ENDED DECEMBER 31, 2001 APRIL 15, 2002 2001 T ABLE OF CONTENTS Annual Information Form for the year ended December 31, 2001 April 15, 2002 Documents Incorporated by Reference . .1 Documents incorporated by reference Part of Annual Information Form in Trade-marks . .1 Document which incorporated by reference Item 1 • Corporate Structure of Bell Canada . .2 Portions of the 2001 Bell Canada Financial Information Item 5 Item 2 • General Development of Bell Canada . .2 Item 3 • Business of Bell Canada . .3 General . .3 Principal Service Area . .5 Subsidiaries and Associated Companies . .5 Regulation . .8 Competition . .12 Capital Expenditures . .15 Environment . .15 Employee Relations . .16 Legal Proceedings . .16 Trade-marks Certain Contracts . .17 Owner Trade-mark Forward-Looking Statements . .18 Bell Canada Rings & Head Design Risk Factors . .18 (Bell Canada corporate logo) Bell Item 4 • Selected Financial Information (Consolidated) . .20 Bell World Item 5 • Management’s Discussion and Analysis . .21 Espace Bell Sympatico Item 6 • Market for the Securities of Bell Canada . .21 Bell ActiMedia Inc. Yellow Pages Item 7 • Directors and Officers of Bell Canada . .21 Bell Mobility Inc. / Bell Mobilité inc. Mobile Browser Item 8 • Additional Information . .23 Manitoba Telecom Services Inc. First Rate Schedule – Directors’ and Officers’ Remuneration . .24 Stentor Resource Centre Inc. / Datapac Centre de ressources Stentor Inc. Megalink SmartTouch AT&T Corp. AT&T MCI Communications Corporation Hyperstream OnStar Corporation Onstar NOTES: (1) Unless the context indicates otherwise, “Bell Canada” refers to Bell Canada and its subsidiaries Yahoo! Inc. Yahoo! and associated companies. (2) All dollar figures are in Canadian dollars, unless otherwise indicated. (3) The information in this Annual Information Form is disclosed as at December 31, 2001, Any other trade-marks, corporate, trade or domain names used in this Annual Information Form are properties of their unless otherwise indicated. respective owners. 2001 Bell Canada Annual Information Form 1 ITEM 1 • CORPORATE STRUCTURE ITEM 2 • GENERAL DEVELOPMENT is expected to introduce 1X service across the majority of its OF BELL CANADA OF BELL CANADA national coverage area throughout 2002. On October 17, 2001, Bell Canada announced that Bell Bell Canada was incorporated in 1880 by a Special Act of the Bell Canada provides connectivity to residential and business Mobility and Aliant Telecom Wireless (a business unit of Aliant Parliament of Canada, was continued under the Canada Busi- customers through wired and wireless voice and data commu- Inc. (“Aliant”) ) entered into an enhanced ten-year network reci- ness Corporations Act on April 21, 1982, and is currently governed nications, high-speed and wireless Internet access, Internet procity agreement with Telus Mobility (a business unit of Telus by a Certificate and Articles of Amalgamation dated May 31, Protocol (“IP”)/Broadband services, e-business solutions, as well Corporation (“Telus”)) which is expected to significantly 1999 as well as several Certificates and Articles of Amendment, as local and long distance phone and directory services. Bell expand access to advanced digital voice and data services across the latest of which is dated June 12, 2001. Bell Canada may also Canada and its subsidiaries provide services through Canada and to bring competition to rural areas. This agreement be legally designated as The Bell Telephone Company of Canada 11.8 million access lines. Bell Canada also serves more than extended the current roaming and resale agreements between or La Compagnie de Téléphone Bell du Canada and it has its three million wireless customers including paging customers Bell Mobility and Telus Mobility. It is anticipated that this agree- registered office at 1050, côte du Beaver Hall, Bureau 1600, through its subsidiaries. In addition, Bell Canada and its ment will enhance the reach of Bell Mobility’s digital personal Montréal, Québec H2Z 1S4 and its principal executive offices at subsidiaries provide Internet access to 1.5 million subscribers. communications service (“PCS”) across rural Alberta and British 1000, rue de La Gauchetière Ouest, Bureau 3700, Montréal, In light of the announcement by BCE on April 24, 2002 that Columbia by providing access through the Telus Mobility Québec H3B 4Y7. Mr. Jean C. Monty has resigned as Chairman and Chief Execu- network in the two provinces. As a result of this agreement, Bell Bell Canada is a wholly-owned subsidiary of Bell Canada tive Officer of BCE, Bell Canada anticipates that Mr. Monty will Mobility is expected to be able to avoid capital expenditures of Holdings Inc. (“BCH”). BCE Inc. (“BCE”) owns 80 per cent of also resign as Chairman and Chief Executive Officer of Bell more than $500 million over the term of the agreement. BCH, while the remaining 20 per cent is beneficially owned by Canada in the near future. On September 17, 2001, Bell Mobility officially launched its SBC Communications Inc. (“SBC”). BCE is Canada’s largest On April 11, 2002, Bell Canada and Manitoba Telecom Western expansion with its consumer marketing campaign in communications company. It has 23 million customer connec- Services Inc. (“MTS”) announced that they have completed a Alberta and British Columbia. tions through the wireline, wireless, data/Internet and satellite transaction to combine the interests of Bell Intrigna Inc. (“Bell On February 7, 2001, Bell Canada, La Confédération des services it provides, largely under the Bell brand. BCE leverages Intrigna”) and Bell Nexxia in Alberta and British Columbia to caisses populaires et d’économie Desjardins du Québec those connections with extensive content creation capabilities create a new company, Bell West Inc. (“Bell West”), which is (“Desjardins”) and Connexim, Limited Partnership through Bell Globemedia Inc. (“Bell Globemedia”) which owned 60 per cent by Bell Canada and 40 per cent by MTS. Bell (“Connexim”) announced a strategic telecommunications features CTV Inc. (“CTV”), The Globe and Mail and Sympatico- West operates under the Bell brand and focuses on businesses in alliance. As part of the alliance, the parties have concluded a Lycos Inc. (“Sympatico-Lycos”). As well, BCE has extensive Alberta and British Columbia, providing a suite of advanced seven year agreement of an approximate value of $400 million e-commerce capabilities provided under the BCE Emergis Inc. fibre-based data and IP services, as well as the full spectrum of under which Bell Canada will ensure the migration of the (“BCE Emergis”) brand. local and long distance voice services on a fully managed basis. Desjardins telecommunications network to a new technology The following principal subsidiaries of Bell Canada are On April 9, 2002, Bell Canada announced that a receipt for a and Connexim will assume the management of Desjardins’ wholly-owned (directly or indirectly) by Bell Canada and were final prospectus had been issued on behalf of all securities regu- telecommunications operations. The alliance also formalizes incorporated under Canadian jurisdiction: BCE Nexxia Inc. latory authorities throughout Canada for the sale of units of a Desjardins’ participation as a Connexim partner. Connexim is a (carrying on business in Canada under the name “Bell newly created income fund – Bell Nordiq Income Fund (the limited partnership which is also owned by Bell Canada and Nexxia”), Bell ActiMedia Inc. (“Bell ActiMedia”) and Bell “Fund”). The Fund will acquire from Bell Canada a 40 per cent Hydro-Québec. Mobility Inc. (“Bell Mobility”). All non-voting securities of interest in each of Télébec, Limited Partnership (“Télébec LP”) On February 5, 2001, BCE announced plans to develop new these subsidiaries, if any, are beneficially owned by Bell Canada. and Northern Telephone, Limited Partnership (“Northern Tele- technology that would integrate high speed Internet access with Certain other subsidiaries, each of which represents not more phone LP”). Bell Canada will retain control over both partner- satellite television and enhanced digital storage. This new tech- than 10 per cent of consolidated assets and not more than ships with a 60 per cent stake. The net proceeds from this nology, designated “ComboBox”, would combine Sympatico 10 per cent of consolidated sales and operating revenues of Bell transaction (approximately $338 million assuming full exercise High Speed Edition digital subscriber line (“DSL”) Internet access Canada, and all of which, in the aggregate, represent not more of the over-allotment option) will be used by Bell Canada to service and Bell ExpressVu Limited Partnership’s (“Bell than 20 per cent of total consolidated assets and total consoli- reduce debt. The transaction is subject to various closing condi- ExpressVu”) satellite television service with content from Bell dated sales and operating revenues of Bell Canada at tions and approvals which are expected to be met and obtained Globemedia. A commercial service launch is anticipated in 2002. December 31, 2001, have been omitted. by the end of April 2002. On February 1, 2001, Bell Mobility announced that it had On February 12, 2002, Bell Mobility announced the launch successfully bid on 20 new PCS spectrum licenses in Industry of its Code Division Multiple Access 1X wireless network. 1X Canada’s auction for a total investment of approximately delivers the fastest mobile data network in Canada. Bell Mobility $720 million. These new licenses should enable Bell Mobility,