Bell Canada meeting for extraordinary resolution to be held Nov. 12

Chicago, Nov. 11 – Bell Canada says that its meeting to approve an extraordinary resolution and some proposed amendments to the indenture dated July 1, 1976 governing several series of debentures is to be held at 10 a.m. ET on Nov. 12, according to a press release.

The meeting would have been unnecessary if debentureholders representing more than 66 2/3% of the securities had favorably participated early in the consent solicitation exercise.

Currently, debentureholders holding more than 50% of the outstanding principal amount of the debentures have submitted proxy voting instructions, and a quorum will be present for the meeting.

Approval of the proposed amendments will now require 66 2/3% of the debentures represented and voting at the meeting to vote in favor of the amendments.

Debentures under the 1976 indenture are the C$400 million 10% debentures, series EH, due Nov. 15, 2041, C$125 million 9.7% debentures, series EJ, due Dec. 15, 2032, C$150 million 9.25% debentures, series EO, due May 15, 2053, C$150 million 10% debentures, series EU, due Dec. 1, 2054 and C$150 million 7% debentures, series EZ, due Sept. 24, 2027.

As previously reported, the purpose of the solicitation was to seek approval from the debentureholders, to proposed amendments that are designed to do the following:

• Align the 1976 indenture more closely with current and generally accepted market practice in Canada for investment-grade senior unsecured debt, including the deletion of some of the covenants of the indenture that require Bell to meet certain financial ratio tests when issuing long-term debt;

• Conform some terms of the 1976 indenture more closely to Bell’s more recent Canadian trust indenture dated Nov. 28, 1997 and U.S. trust indenture dated Sept. 12, 2016;

• Include a requirement for Bell to make an offer to repurchase the debentures at 101 in the event of some change-of-control events affecting Bell or BCE Inc. together with certain downgrades of credit ratings of the debentures to ratings below investment grade;

• Reduce administrative and governance processes; and

• Provide Bell with more flexibility with respect to raising capital to finance its business and operations, including maintaining Bell as the sole public debt issuer in BCE’s corporate structure.

The proposed amendments, if approved and implemented, will not modify the interest rate, interest payment schedule, principal amount or maturity date of any outstanding debentures nor the guarantee by BCE of Bell’s payment obligations under the debentures and the 1976 indenture.

The solicitation expired at 4 p.m. ET on Nov. 8.

The offer was structured that if Bell received the required consents, debentureholders who participated in the solicitation, voting for or against the proposal, would receive payment of a fee of C$0.50 for each C$1,000 principal amount of debentures held under the 1976 indenture. Debentureholders who do not respond to the solicitation will not receive payment of that fee.

BMO Nesbitt Burns Inc. (416 359-6359 or DCMCADSyndicateDesk@bmo.com) is acting as the solicitation agent.

D.F. King Canada (866 822-1244, 416 682-3825 or inquiries@dfking.com) is the information agent.

The communications company is based in Montreal.

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