BCE Files Management Proxy Circular for Special Shareholder Meeting


Board unanimously recommends offer from Teachers', Providence and Madison Dearborn to shareholders

MONTREAL, Quebec, Aug. 14 / -- BCE today announced the Company filed its management proxy circular with the Canadian and U.S. securities commissions in preparation for the special shareholder meeting to be held on September 21, 2007, in Montreal. The circular is available at www.bce.ca, as well as on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

The proxy circular contains a unanimous recommendation from BCE's Board of Directors to accept the proposed acquisition by a consortium led by Teachers' Private Capital (the private investment arm of the Ontario Teachers' Pension Plan), Providence Equity Partners and Madison Dearborn.

On June 30, 2007, BCE entered into a definitive agreement to be acquired by the consortium in a transaction valued at $51.7 billion. The investor group is offering $42.75 per common share, representing a 40% premium over the average closing price of BCE common shares for the three-month period ending on March 28, 2007, the last trading day before there was public speculation about a possible transaction involving BCE.

Common and Preferred shareholders registered at the close of business on August 10, 2007, will be entitled to receive notice of, and vote at, the meeting. The proxy circular, which shareholders are expected to receive in the coming days, provides important information on the offer, including voting procedures.

The transaction is expected to close in the first quarter of 2008 and is subject to a number of conditions, including the acceptance by holders of no less than 66 2/3% of the votes cast by BCE's common and preferred shares, in person at the meeting or represented by proxy, voting as a single class.

About BCE Inc.
BCE is Canada's largest communications company, providing the most comprehensive and innovative suite of communication services to residential and business customers in Canada. Under the Bell brand, the Company's services include local, long distance and wireless phone services, high-speed and wireless Internet access, IP-broadband services, information and communications technology services (or value-added services) and direct-to-home satellite and VDSL television services. Other BCE holdings include Telesat Canada, a pioneer and world leader in satellite operations and systems management, and an interest in CTVglobemedia, Canada's premier media company. BCE shares are listed in Canada and the United States.

Source: BCE Inc.

CONTACT:Pierre Leclerc, Bell Canada, Media Relations, (514) 391-2007, 1-877-391-2007, pierre.leclerc@bell.ca; Thane Fotopoulos, BCE, Investor Relations, (514) 870-4619, thane.fotopoulos@bell.ca

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