BCE.PR.C BCE Inc Preferred Shares Series AC

The following is a set of excerpts from the prospectus document for the Series AC preferreds. The excerpts, highlight the most relevant information, an investor should know when analyzing this preferred. A link to the prospectus is provided lower in this page. The original document for BCE.PR.C BCE Inc Preferred Shares Series AC was used for the excerpts and the important information was highlighted for quick access.

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Excerpt: Size and initial yield

February 20, 2003 BCE Inc. $510,000,000 20,000,000 Shares Cumulative Redeemable First Preferred Shares, Series AC Until March 1, 2008, the Cumulative Redeemable First Preferred Shares, Series AC (the ‘‘Series AC Preferred Shares’’) will be entitled to fixed cumulative preferred cash dividends of $1.385 per share per annum, as and when declared by the board of directors of BCE Inc., which will accrue from the date of issue and will be payable quarterly on the first day of March, June, September and December in each year with, assuming an issue date of February 28, 2003, the initial dividend, if declared, payable on June 1, 2003 in the amount of $0.34625 per share. See ‘‘Details of the Offering’’. Thereafter, for the initial Subsequent Fixed Rate Period, commencing on March 1, 2008 and ending on and including February 28, 2013 and for each succeeding Subsequent Fixed Rate Period, commencing on the day immediately following the end of the immediately preceding Subsequent Fixed Rate Period and ending on and including the last day of February in the fifth year thereafter, the Series AC Preferred Shares will be entitled to fixed cumulative preferred cash dividends, as and when declared by the board of directors of BCE Inc. BCE Inc. shall determine on the 25th day prior to the first day of each Subsequent Fixed Rate Period the annual dividend rate for each Subsequent Fixed Rate Period, which shall not be less than 80% of the five-year Government of Canada Yield, and give notice thereof. See ‘‘Details of the Offering’’. Conversion into a Further Series of Preferred Shares Holders of Series AC Preferred Shares will have the right to convert their shares into Cumulative Redeemable First Preferred Shares, Series AD of BCE Inc. (the ‘‘Series AD Preferred Shares’’), subject to certain conditions, on March 1, 2008 and every five years thereafter. See ‘‘Details of the Offering’’. On March 1, 2008 or on March 1 in every fifth year thereafter, BCE Inc. may redeem for cash the Series AC Preferred Shares, in whole but not in part, at BCE Inc.’s option, at $25.00 per share plus accrued and unpaid dividends. See ‘‘Details of the Offering’’. The Toronto Stock Exchange has conditionally approved the listing of the Series AC Preferred Shares, subject to BCE Inc. fulfilling the requirements of such exchange on or before May 16, 2003. On February 12, 2003, the holders of the 14,000,000 Cumulative Redeemable First Preferred Shares, Series U (the ‘‘Series U Preferred Shares’’) outstanding granted to BCE Inc. an option to purchase all of such Series U Preferred Shares (the ‘‘Option’’) at a price of $25.50 per share. The exercise of the Option by BCE Inc. is conditional upon the investment by such holders of the proceeds to be received from BCE Inc. as consideration for the sale of the Series U Preferred Shares, upon the exercise of the Option by BCE Inc., in an equal number of Series AC Preferred Shares to be issued by BCE Inc. at the price of $25.50 per share. In addition to the 6,000,000 Series AC Preferred Shares to be issued to the public by BCE Inc., this short form prospectus also qualifies the 14,000,000 Series AC Preferred Shares that would be issued to the holders of the Series U Preferred Shares if BCE Inc. exercises the Option. However, there is no assurance that all or part of such 14,000,000 Series AC Preferred Shares will be so issued and the issuance of any of such shares is not a condition of closing of the issue to the public of the 6,000,000 Series AC Preferred Shares also qualified by this short form prospectus. No underwriting fee will be paid in respect of the issue of the Series AC Preferred Shares to such parties. See ‘‘Plan of Distribution’’. Price: $25.50 per share

Excerpt: Reset Date and Yield Terms

Principal Characteristics of Series AC Preferred Shares Dividends: Until March 1, 2008, fixed cumulative preferred cash dividends of an annual amount equal to $1.385 per share will, as and when declared, be payable quarterly on the first day of March, June, September and December in each year. Assuming an issue date of February 28, 2003, an initial dividend, if declared, of $0.34625 per share will be payable on June 1, 2003. From March 1, 2008, for the initial Subsequent Fixed Rate Period, commencing on March 1, 2008 and ending on and including February 28, 2013, and for each succeeding Subsequent Fixed Rate Period, commencing on the day immediately following the end of the immediately preceding Subsequent Fixed Rate Period and ending on and including the last day of February in the fifth year thereafter, the Series AC Preferred Shares will be entitled to fixed cumulative preferred cash dividends, as and when declared by the board of directors of BCE Inc. BCE Inc. shall determine on the 25th day prior to the first day of each Subsequent Fixed Rate Period the annual dividend rate for each Subsequent Fixed Rate Period and give notice thereof. Such annual dividend rate shall not be less than 80% of the five-year Government of Canada Yield determined on the 25th day prior to the first day of each Subsequent Fixed Rate Period.

Excerpt: Conversion Terms

Conversion into Series AD Preferred Shares: Holders of Series AC Preferred Shares will, subject to the automatic conversion provisions, have the right to convert, on March 1, 2008 and on March 1 every five years thereafter (a ‘‘Series AC Conversion Date’’), their shares into an equal number of Series AD Preferred Shares upon giving to BCE Inc. notice thereof not earlier than 45 days prior to, but not later than the close of business on the 10th day preceding, a Series AC Conversion Date. Principal Characteristics of Series AD Preferred Shares Dividends: From March 1, 2008, floating adjustable cumulative preferred cash dividends, as and when declared, will be payable monthly on the twelfth day of each month following the month of March 2008, with the annual floating dividend rate for the first month equal to 80% of Prime. The dividend rate will float in relation to changes in Prime and will be adjusted upwards or downwards on a monthly basis whenever the Calculated Trading Price of the Series AD Preferred Shares is $24.875 or less or $25.125 or more respectively. The maximum monthly adjustment for changes related to the Calculated Trading Price will be +/-4.00% of Prime. However, the annual floating dividend rate applicable in a month will in no event be less than 50% of Prime or be greater than Prime.