BCE.PR.S BCE Inc Preferred Shares Series S

The following is a set of excerpts from the prospectus document for the Series S 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 Headline was used for the excerpts and the important information was highlighted for quick access.

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Excerpt: Size and initial yield

October 9, 1996 BCE Inc. $200,000,000 8,000,000 Shares Cumulative Redeemable First Preferred Shares, Series S Until November 1, 2001, the Cumulative Redeemable First Preferred Shares, Series S (the “Series S Preferred Shares”) will be entitled to fixed cumulative preferred cash dividends of $1.32 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 February, May, August and November in each year with the initial dividend, if declared, payable on February 1, 1997 in the amount of $0.3725. See “Details of the Offering”. Thereafter, the Series S Preferred Shares will be entitled to floating adjustable cumulative preferred cash dividends , as and when declared by the board of directors of BCE Inc., which will accrue from November 1, 2001, and will be payable monthly on the twelfth day of each month commencing with the month of December 2001, 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 S 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. The annual floating dividend rate applicable for a month will in no event be less than 50% of Prime or greater than Prime. See “Details of the Offering”. On November 1, 2001, BCE Inc. may redeem for cash the Series S Preferred Shares, in whole but not in part, at BCE Inc.’s option, at $25.00 per share plus accrued and unpaid dividends. Subsequent to November 1, 2001, BCE Inc. may redeem at any time for cash the Series S Preferred Shares, in whole but not in part, at BCE Inc.’s option, at $25.50 per share plus accrued and unpaid dividends. See “Details of the Offering”.

Excerpt: Reset Date and Yield Terms

Until November 1, 2001, fixed cumulative preferred cash dividends at an annual rate of $1.32 per share payable quarterly on the first day of February, May, August and November in each year. Assuming an issue date of October 21, 1996, an initial dividend, if declared, of $0.3725 per share will be payable on February 1, 1997. From November 1, 2001, floating adjustable cumulative preferred cash dividends payable monthly on the twelfth day of each month commencing with the month of December 2001, 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 S 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 greater than Prime.

Excerpt: Conversion Terms

Conversion into a Further Series of Preferred Shares Holders of Series S Preferred Shares will have the right to convert their shares into Cumulative Redeemable First Preferred Shares, Series T of BCE Inc. (the “Series T Preferred Shares”), subject to certain conditions, on November 1, 2001 and every five years thereafter. See “Details of the Offering”. Principal characteristics of Series T Preferred Shares Fixed cumulative preferred cash dividends payable quarterly on the first day of February, May, August and November in each year. At least 45 days and not more than 60 days prior to the start of the initial dividend period beginning on November 1, 2001, and at least 45 days and not more than 60 days prior to the first day of each subsequent dividend period (the initial five year dividend period and all subsequent five year dividend periods being referred to as a “Fixed Dividend Rate Period”), BCE Inc. shall set, and provide written notice of, a Selected Percentage Rate for the ensuing Fixed Dividend Rate Period. Such Selected Percentage Rate shall not be less than 80% of the Government of Canada Yield determined on the 21st day preceding the first day of the applicable Fixed Dividend Rate Period.