EX-2 3 m37212orexv2.htm FORM OF PROXY exv2
 

Exhibit 2
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Bell Canada registered shareholders computershare
Computershare Trust Company of Canada
9th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1 www.computershare.com
MR SAM SAMPLES 123 SAMPLES STREET SAMPLETOWN SS X9X9X9 Security Class 123 Ho I de r Acco u n t Nu mbe r C1234567890 XXX
In this proxy form, you and your refer to the holder of common shares and preferred shares of BCE Inc. We, us, our and BCE refer to BCE Inc. This proxy form is solicited by and on behalf of the management of BCE.
Our special shareholder meeting will be held at 9:30 a.m. (Eastern time) on Friday, September 21,2007 at Centre Mont-Royal, 2200 Mansfield Street, Montreal, Quebec, in the Auditorium Le Grand Salon.
YOUR VOTE IS IMPORTANT            IF YOU ARE VOTING IN PERSON AT THE MEETING
As a shareholder, you have the right to vote your shares in respect of            Do not complete this proxy form. the special resolution, the full text of which is reproduced as Appendix “A” to the Management Proxy Circular of BCE dated August 7, 2007, VOTING BY PROXY to approve the Plan of Arrangement under section 192 of the Canada Bus/ness Corporat/ons Act involving BCE, its common and preferred Thjs js the easjest way to vote. Votjng by proxy means that you are giving shareholders and 6796508 Canada Inc. (the “Purchaser”), a corporationthe person named i n section A of this proxy form (the proxyholder) the organized by Ontario Teachers’ Pension Plan Board and affiliates of            authority to Vote your shares for you Providence Equity Partners Inc. and Madison Dearborn Partners, LLC, contemplating the acquisition by the Purchaser of all outstanding lfu are voting by proxy, Computershare Trust Company of Canada common and preferred shares of BCE. or other agents we appoint must receive ur signed p roxy form by
4:45 p.m. (Eastern time) on Thursday, September 20, 2007.
If you receive more than one proxy form, please complete, date, sign
and return each one There are five ways to vote by proxy. See the reverse side of this
information sheet for details.

 


 

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FIVE WAYS TO VOTE BY PROXY ..... 5 By appointjng another person to go to the1 meeting and vote your shares for you By telephone
· This person does not have to be a shareholder.
. Call 1-866-732-8683 (toll-free in Canada and the United States)
or 312-588-4290 (International Direct Dial) from a touch-tone Strike out the four names that are printed in section A of the
phone and follow the instructions. proxy form and write the name of the person you are appointing
in the space provided. Complete your voting instructions, sign
. You will need your control number, holder account number and and date tne form and return it to Computershare as instructed,
proxy access number.
· Make sure that the person you appoint is aware that he or she
. You will find these three numbers on the right. has been app0inted and attends tne meeting.
. If you choose to vote by telephone, you cannot appoint anyone . At tne meetingj ne or sne snou|d see a representative of other than the directors named in section A of the proxy form            Computershare at the table marked “Alternate attorneys/ as your proxyholder. Externa| proxyholders". 2 On the Internet            YOUR ACCESS CODES
· Go to Computershare’s website at www.investorvote.com and
follow the instructions on screen. You will need these codes to vote by telephone or on the Internet, or
. You will need your control number, holder account number andto receive documents electronically: proxy access number.         . You will find these three numbers on the right.Control number 3 By mail
· Detach the proxy form from the information sheet by tearing along the perforated line. Holder account number
· Complete the proxy form, ensuring that you sign and date it, and
return it in the envelope we have provided.
4 By fax
· Detach the proxy form from the information sheet by tearing proxy access number
along the perforated line.
· Complete the proxy form, ensuring that you sign and date it, and fax it to 1-866-249-7775 (toll-free in Canada and the            I
United States) or 416-263-9524 (outside Canada and the United States).
HOW TO GET THERE
on Friday, September 21, 2007 at            Sherbrooke Auditorium Le Grand Salon            Hi Centre Mont-Royal, 2200 Mansfield Street, president Kennedy Montreal, Quebec. _| | Beverages will be served. ® de Maisonneuve            Sn ^^^^^^^H ^H            I’^H Q Taxi stand ~l | l.ol E3 Metro station £ = 1 = 1

 


 

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The proxy is solicited by and on behalf of the management of BCE.
Detach this proxy form by tearing along the perforated line, and complete it, ensuring that you sign and date it to exercise your right to vote your shares by mail or fax or to appoint someone else to vote your shares for you at the meeting.
This form revokes all proxy forms (with respect to the same shares) you have previously signed that relate to the meeting. It will only be accepted as a valid proxy if it remains intact and has been signed. If you have any questions about completing this form, please call Georgeson Shareholder Communications Canada Inc., if you reside in Canada at 1-866-413-8829 for service in English or in French or Innisfree M&A Incorporated if you reside in the United States at 1-877-687-1875.
Q Complete this section to appoint a proxyholder Appointing a proxyholder            Your proxyholder:
By completing this proxy form, you are has the same rights you would have if you attended the meeting in person, including the right appointing as your proxyholder            to appoint a substitute proxyholder. Mr. R.J. Currie, . will vote your shares as you specify in section B. If you do not specify how you want your Mr. M.J. Sabia, shares voted, the directors named as proxyholders intend to cast the votes represented Mrs. D. Soble Kaufman, or by proxy at the meeting as recommended by the board of directors. Mr. A. Berard . may, to the extent permitted by law and subject to your voting instructions, vote your
I            who are directors of BCE, unless you shares as he or she sees fit on any amendments to this item and on any other items
g            appoint someone else.that may properly come before the meeting or any adjournment and in respect of which | Your proxyholder will attend the meeting y«” are entitled to vote.
a            and vote your shares on your behalf. You have the right to appoint someone other than these four people as your proxyholder.
^ To do this, strike out the four names listed above and print the name of the person you a            are appointing in the box below. This person does not have to be a shareholder of BCE.
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| LI Complete this section to provide voting instructions
o Please check “For“or “Against” for the following item. Please print in ink using a black or blue pen. Mark your vote with r^~
|> an X as shown in this example. ‘——
Plan of Arrangement: The board of directors recommends voting FOR this special resolution. Please read in full the accompanying management proxy circular, including Appendix “A”.
Approving the special resolution, the full text of which is reproduced as Appendix “A” to the Management Proxy Circular of
BCE dated August 7,2007, to approve the Plan of Arrangement under section 192 of the Canada Business Corporations Act .—. .—
involving BCE, its common and preferred shareholders and 6796508 Canada Inc. (the “Purchaser”), a corporation organized I I I
by Ontario Teachers’ Pension Plan Board and affiliates of Providence Equity Partners Inc. and Madison Dearborn Partners, LLC, contemplating the acquisition by the Purchaser of all outstanding common and preferred shares of BCE.
Ka Sign this proxy form
When you sign this proxy form, you authorize the proxyholder to act and vote your shares on your behalf at the meeting and any adjournment and to carry out your voting instructions.
If you are an individual shareholder, you or your authorized attorney must sign the form. Your attorney may have to provide proof of your authorization.
For shares registered in the name of two or more owners (for example, joint ownership, trustees, executors), at least one of the owners must sign this form.
For shares registered in the name of a corporation or other legal entity, an authorized officer or attorney must sign this form. This person may have to provide proof that he or she is authorized to sign this form.
I "| DD/DD/2007
Signature D^ Month
If you do not include a date, we will deem it to be the date that we mailed the form to you.
999999999999 001111 9XX ARO

 


 

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