BCE files management proxy circular for special shareholder meeting



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

    MONTREAL, Québec, Aug. 14 /CNW Telbec/ - 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 Montréal. 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.

    Caution Concerning Forward-Looking Statements

    This news release contains forward-looking statements relating to the
proposed acquisition of BCE Inc. and other statements that are not historical
facts. Such forward-looking statements are subject to important risks,
uncertainties and assumptions. The results or events predicted in these
forward-looking statements may differ materially from actual results or
events. As a result, you are cautioned not to place undue reliance on these
forward-looking statements.
    The completion of the proposed transaction is subject to a number of
terms and conditions, including, without limitation: (i) approval of the CRTC,
Competition Bureau, Industry Canada and other applicable governmental
authorities, (ii) required BCE shareholder approval, (iii) necessary court
approvals, and (iv) certain termination rights available to the parties under
the definitive agreement. These approvals may not be obtained, the other
conditions to the transaction may not be satisfied in accordance with their
terms, and/or the parties to the definitive agreement may exercise their
termination rights, in which case the proposed transaction could be modified,
restructured or terminated, as applicable. Failure to complete the proposed
transaction could have a material adverse impact on the market price of BCE
Inc.'s shares. In addition, depending on the circumstances in which the
proposed transaction is not completed, BCE Inc. could have to pay the investor
group significant fees and costs.
    The forward-looking statements contained in this news release are made as
of the date of this release. We disclaim any intention and assume no
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Additionally, we
undertake no obligation to comment on expectations of, or statements made by,
third parties in respect of the proposed transaction. For additional
information with respect to certain of these and other assumptions and risks,
please refer to the related material change report and the definitive
agreement, as well as BCE Inc.'s 2007 Second Quarter MD&A dated July 31, 2007,
filed by BCE Inc. with the Canadian securities commissions (available at
www.sedar.com) and with the U.S. Securities and Exchange Commission (available
at www.sec.gov).




For further information:

For further information: 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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