EXHIBIT 2
In the proxy form, you and your refer to the holder of BCE Inc. common shares.We, us, our, the CorporationandBCE refer to BCE Inc. The proxy form is solicited by and on behalf of management. Our annual general shareholder meeting (meeting) will be held at 9:00 a.m. (Eastern time) on Thursday, May 7, 2009 at the Metro Toronto Convention Centre, South Building, 222 Bremner Blvd., Toronto, Ontario, at Level 800 in Exhibit Hall F. This information sheet and the reverse side of it provide important information that will help when you are completing your proxy form, which is identified as pages 1 and 2. The proxy form is attached to this information sheet and can be easily separated by tearing along the perforated line.
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YOUR VOTE IS IMPORTANT If you receive more than one proxy form, please complete, date, sign and return each one. IF YOU ARE VOTING IN PERSON AT THE MEETING
| VOTING BY PROXY If you are voting by proxy, Computershare Trust Company of Canada or other agents we appoint must receive your signed proxy form by 4:45 p.m. (Eastern time) on Wednesday, There are five ways to vote by proxy. See the reverse side of this information sheet for details. SPECIAL NEEDS Note: The proxy form attached to this information sheet is also to be used by participants in the Corporation’s Employees Savings Plan (ESP). |
1 BY TELEPHONE
2 ON THE INTERNET
3 BY MAIL
4 BY FAX
5 BY APPOINTING ANOTHER PERSON TO GO TO THE MEETING AND VOTE YOUR SHARES FOR YOU
| YOUR ACCESS CODES Control number Holder account number Proxy access number RECEIVING DOCUMENTS ELECTRONICALLY IS FASTER, CLEANER AND CHEAPER You can choose to receive future shareholder communications electronically. Faster — Receive your documents earlier Cleaner — Save trees, energy and water, and reduce air emissions Cheaper — Reduce your company printing and postage costs To sign up, go to our website at www.bce.ca, click on the “2009 annual general shareholder meeting” banner and then click on the “Vote online” link and follow the instructions. You will need your holder account number and proxy access number. If you do not sign up for this service, | ||
Our annual general shareholder meeting will be held at 9:00 a.m. (Eastern time) on Thursday, May 7, 2009 at:
| Metro Toronto Convention Centre Beverages will be served. |
P.1 | |||||
The proxy is solicited by and on behalf of management. 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. at 1-888-605-7634 for service in English or in French. | |||||
A | COMPLETE THIS SECTION TO APPOINT A PROXYHOLDER | B | TELL US IF YOU WANT TO RECEIVE FINANCIAL REPORTS | ||
By completing this proxy form, you are appointing as your proxyholder Mr. George A. Cope, Your proxyholder will attend the meeting and vote your shares on your behalf. Your proxyholder:
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 are appointing in the box below. This person does not have to be a shareholder of the Corporation. |
We will NOT send the Corporation’s quarterly reports to you in 2009 (including Q1-2010), unless you tell us that you want to receive them by checking the box below. Please send me the Corporation’s If you do not check the box above or do not return pages 1 and 2 of this proxy form, we will assume that you do NOT want to receive the Corporation’s quarterly reports in 2009. Annual report By law, we must send to you as a registered shareholder the Corporation’s annual financial statements and related management’s discussion and analysis (MD&A), unless you tell us that you DO NOT want to receive them by checking the box below. Please DO NOT send me the Corporation’s annual financial statements and related MD&A If you check the box above, we will NOT send you the Corporation’s annual financial statements and related MD&A and this instruction will continue from year to year (unless you revoke it). Please DO send me the Corporation’s annual financial statements and related MD&A If you check the box above (thereby revoking prior instructions) or do not return pages 1 and 2 of this proxy form, we will assume that you DO want to receive the Corporation’s annual financial statements and related MD&A. We will continue to send you the notice of annual shareholder meeting and management proxy circular and proxy form so you can vote your shares. | ||||
Please complete the other side of this form before mailing or faxing. Please send both pages in one fax transmission.
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P.2 | |||
C | COMPLETE THIS SECTION TO PROVIDE VOTING INSTRUCTIONS | ||
Please check “For”, “Withhold” or “Against”, as applicable, for each of the following items. Please print in ink. Use a black or blue pen. Mark your vote with an X as shown in this example. | x |
1. Election of directors: The board of directors recommends voting FOR all nominees. The proposed nominees are: | |||||||||||||||||
FOR | WITHHOLD | FOR | WITHHOLD | FOR | WITHHOLD | ||||||||||||
01. | B. K. Allen | 06. | A. S. Fell | 11. | P. M. Tellier | ||||||||||||
02. | A. Bérard | 07. | D. Soble Kaufman | 12. | P. R. Weiss | ||||||||||||
03. | R. A. Brenneman | 08. | B. M. Levitt | 13. | V. L. Young | ||||||||||||
04. | R. E. Brown | 09. | E. C. Lumley | ||||||||||||||
05. | G. A. Cope | 10. | T. C. O’Neill | ||||||||||||||
2. Appointment of auditors: The board of directors recommends voting FOR this item. | ||||
FOR | WITHHOLD | |||
Deloitte & Touche LLP as auditors |
3. Shareholders proposals: The board of directors recommends voting FOR proposal No. 6 and AGAINST all other proposals. Please read these shareholders proposals in full in the accompanying management proxy circular. |
Proposal No. 1 Proposal No. 2 Proposal No. 3 Proposal No. 4 | Proposal No. 5 Independence of compensation committee members and external compensation advisors. Proposal No. 6 Proposal No. 7 Proposal No. 8
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D | PLEASE SIGN THIS PROXY FORM | |
You must sign this proxy form to ensure that it will be accepted as valid. 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, at least one of the holders must sign to be accepted. For shares registered in the name of a corporation or other legal entity, an authorized officer or attorney must sign. | ||
Please complete the other side of this form before mailing or faxing. Please send both pages in one fax transmission. |