BCE : 2021 Annual Information Form (PDF 2.2 MB - March 3, 2022)

ADVANCING

HOW CANADIANS

CONNECT

WITH EACH OTHER

AND THE WORLD

ANNUAL INFORMATION FORM

FOR THE YEAR ENDED DECEMBER 31, 2021

MARCH 3, 2022

In this Annual Information Form, we, us, our, BCE and the company mean, as the context may require, either BCE Inc. or, collectively, BCE Inc., Bell Canada, their subsidiaries, joint arrangements and associates. Bell means, as the context may require, either Bell Canada or, collectively, Bell Canada, its subsidiaries, joint arrangements and associates.

Each section of BCE's 2019, 2020 and 2021 management's discussion and analysis (BCE 2019 MD&A, BCE 2020 MD&A and BCE 2021 MD&A, respectively) and each section of BCE's 2021 consolidated financial statements referred to in this Annual Information Form is incorporated by reference herein. No other document shall be considered to be incorporated by reference in this Annual Information Form. The BCE 2019 MD&A, BCE 2020 MD&A, BCE 2021 MD&A and BCE 2021 consolidated financial statements have been filed with the Canadian provincial securities regulatory authorities (available at sedar.com) and with the United States (U.S.) Securities and Exchange Commission (SEC) as exhibits to BCE's annual reports on Form 40-F (available at sec.gov). They are also available on BCE's website at BCE.ca.

Documents and other information contained in BCE's website or in any other site referred to in BCE's website or in this Annual Information Form are not part of this Annual Information Form and are not incorporated by reference herein.

All dollar figures are in Canadian dollars, unless stated otherwise. The information in this Annual Information Form is as of March 3, 2022, unless stated otherwise, and except for information in documents incorporated by reference that have a different date.

Trademarks in this Annual Information Form which are owned or used under licence by BCE Inc., Bell Canada or their subsidiaries include, without limitation, BCE, BELL Design, BELL MOBILITY and BELL MEDIA. This Annual Information Form also includes trademarks of other parties. The trademarks referred to in this Annual Information Form may be listed without the ® and TM symbols.

© BCE Inc., 2022. All rights reserved.

Table of contents

				PARTS OF MD&A AND FINANCIAL STATEMENTS
			ANNUAL	INCORPORATED BY REFERENCE (REFERENCES ARE TO
			INFORMATION	PAGES OF THE BCE 2021 ANNUAL REPORT, EXCEPT
			FORM	WHERE OTHERWISE INDICATED)
1	Caution regarding forward-lookingstatements	2	50; 57; 75; 81; 86; 107-116
2	Corporate structure	4
	2.1	Incorporation and registered office	4
	2.2	Subsidiaries	4
3	Description of our business	5
	3.1	General summary	5	35-38;56-57;64-65; 72; 75; 77; 80-81; 86; 102
	3.2	Strategic imperatives	6	51-54
	3.3	Competitive strengths	6	52-53
	3.4	Marketing and distribution channels	10
	3.5	Transformation of our networks, systems and processes	12
	3.6	Networks	12
	3.7	Employees	15
	3.8	Corporate responsibility	15	45-50
	3.9	Competitive environment	20	57-61;74-75;79-80; 82; 84-85; 87
	3.10	Regulatory environment	20	103-106
	3.11	Intangible properties	20
4	General development of our business - three-yearhistory	21
	4.1	Transactions	21
	4.2	Corporate developments	22	38-42;51-54;38-41 (1);49-53 (1);34-37 (2);41-45 (2)
	4.3	Regulatory environment	22	103-106;99-102 (1);88-92 (2)
5	Our capital structure	23
	5.1	BCE securities	23	170-171
	5.2	Bell Canada debt securities	24	161-162
	5.3	Credit ratings	25
	5.4	Trading of our securities	28
6	Dividends and dividend payout policy	30	39-42;121-125
7	Our directors and executive officers	31
	7.1	Directors	31
	7.2	Executive officers	32
	7.3	Directors' and executive officers' share ownership	32
8	Legal proceedings	33
9	Interest of management and others in material transactions	36
10	Interest of experts	36
11	Transfer agent and registrar	36
12	For more information	36
13	Schedule 1 - Audit Committee information	37
14	Schedule 2 - Audit Committee charter	39

1. References to parts of the BCE 2020 MD&A contained in BCE's annual report for the year ended December 31, 2020 (BCE 2020 Annual Report).
2. References to parts of the BCE 2019 MD&A contained in BCE's annual report for the year ended December 31, 2019 (BCE 2019 Annual Report).

BCE Inc. 2021 Annual Information Form  |  1

Caution regarding 1 forward‑looking statements

1 Caution regarding forward-looking statements

Certain statements made in this Annual Information Form are forward-looking statements. These statements include, without limitation, statements relating to BCE's dividend growth objective and 2022 annualized common share dividend, BCE's network deployment and capital investment plans and the benefits expected to result therefrom, including its two-year increased capital expenditure acceleration program for the accelerated deployment of our fibre, Wireless Home Internet and Fifth Generation (5G) networks, our objectives concerning carbon abatement enablement and reductions in the level of our greenhouse gas (GHG) emissions including our objective for carbon neutral operations starting in 2025 and to achieve science-based targets (SBTs) by 2030, our business outlook, objectives, plans and strategic priorities, and other statements that do not refer to historical facts. A statement we make is forward-looking when it uses what we know and expect today to make a statement about the future. Forward-looking statements are typically identified by the words assumption, goal, guidance, objective, outlook, project, strategy, target and other similar expressions or future or conditional verbs such as aim, anticipate, believe, could, expect, intend, may, plan, seek, should, strive and will. All such forward-looking statements are made pursuant to the safe harbour provisions of applicable Canadian securities laws and of the U.S. Private Securities Litigation Reform Act of 1995.

Unless otherwise indicated by us, forward-looking statements in this Annual Information Form describe our expectations as at March 3, 2022 and, accordingly, are subject to change after that date. Except as may be required by applicable securities laws, we do not undertake any obligation to update or revise any forward-lookingstatements, whether as a result of new information, future events or otherwise.

Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on several assumptions, both general and specific, which give rise to the possibility that actual results or events could differ materially from our expectations expressed in, or implied by, such forward-looking statements and that our business outlook, objectives, plans and strategic priorities may not be achieved. These statements are not guarantees of future performance or events, and we caution you against relying on any of these forward-looking statements. Forward-looking statements are presented in this Annual Information Form for the purpose of assisting investors and others in understanding our objectives, strategic priorities and business outlook, as well as our anticipated operating environment. Readers are cautioned, however, that such information may not be appropriate for other purposes.

Subject to various factors including, without limitation, the future impacts of the COVID-19 pandemic, which are difficult to predict, we believe that the assumptions on which the forward-looking statements made in this Annual Information Form are based were reasonable at March 3, 2022. Refer in particular to the sub-sections of the BCE 2021 MD&A entitled Assumptions on pages 50, 57, 75, 81 and 86, of BCE's annual report for the year ended December 31, 2021 (BCE 2021 Annual Report) for a discussion of certain key economic, market, operational and other assumptions including assumptions relating to our GHG emissions reduction targets we have made in preparing forward- looking statements. If our assumptions turn out to be inaccurate, actual results or events could be materially different from what we expect.

Important risk factors that could cause actual results or events to differ materially from those expressed in, or implied by, the previously mentioned forward-looking statements and other forward-looking statements contained in this Annual Information Form include, but are not limited to: the adverse effects of the COVID-19 pandemic including from the restrictive measures implemented or to be implemented as a result thereof and supply chain disruptions; adverse economic and financial market conditions, a declining level of retail and commercial activity, and the resulting negative impact on the demand for, and prices of, our products and services; the intensity of competitive activity including from new and emerging competitors; the level of technological substitution and the presence of alternative service providers contributing to disruptions and disintermediation in each of our business segments; changing customer behaviour and the expansion of over-the-top (OTT) television (TV) and other alternative service providers, as well as the fragmentation of, and changes in, the advertising market; rising content costs and challenges in our ability to acquire or develop key content; the proliferation of content piracy; higher Canadian smartphone penetration and reduced or slower immigration flow; regulatory initiatives, proceedings and decisions, government consultations and government positions that affect us and influence our business including, without limitation, concerning the conditions and prices at which access to our networks may be mandated and spectrum may be acquired in auctions; the inability to protect our physical and non-physical assets from events such as information security attacks, unauthorized access or entry, fire and natural disasters; the failure to implement effective data governance; the failure to evolve and transform our networks, systems and operations using next-generation technologies while lowering our cost structure; the inability to drive a positive customer experience; the failure to attract, develop and retain a diverse and talented team capable of furthering our strategic imperatives; labour disruptions and shortages; the failure to maintain operational networks; the risk that we may need to incur significant unplanned capital expenditures to provide additional capacity

2|  BCE Inc. 2021 Annual Information Form

and reduce network congestion; the complexity of our operations; the failure to implement or maintain highly effective processes and information technology (IT) systems; events affecting the functionality of, and our ability to protect, test, maintain, replace and upgrade, our networks, IT systems, equipment and other facilities; in-orbit and other operational risks to which the satellites used to provide our satellite TV services are subject; our dependence on third-party suppliers, outsourcers, and consultants to provide an uninterrupted supply of the products and services we need; the failure of our vendor selection, governance and oversight processes, including our management of supplier risk in the areas of security, data governance and responsible procurement; the quality of our products and services and the extent to which they may be subject to defects or fail to comply with applicable government regulations and standards; the inability to access adequate sources of capital and generate sufficient cash flows from operating activities to meet our cash requirements, fund capital expenditures and provide for planned growth; uncertainty as to whether dividends will be declared by BCE's board of directors or whether the dividend on common shares will be increased; the inability to manage various credit, liquidity and market risks; new or higher taxes due to new tax laws or changes thereto or in the interpretation thereof, and the inability to predict the outcome of government audits; the failure to reduce costs, as well as unexpected increases in costs, and the inability to generate anticipated benefits from acquisitions and corporate restructurings; the failure to evolve practices to effectively monitor and control fraudulent activities; pension obligation volatility and increased contributions to post-employment benefit plans; unfavourable resolution of legal proceedings and, in particular, class actions; the failure to develop and implement strong corporate governance practices and compliance frameworks and to comply with legal and regulatory obligations; the failure to recognize and adequately respond to climate change and other environmental concerns and expectations; pandemics, epidemics and other health risks, including health concerns about radio frequency emissions from wireless communications devices and equipment; the inability to adequately manage social issues; and internal factors, such as the failure to implement sufficient corporate and business initiatives, as well as various external factors which could challenge our ability to achieve our environmental, social and governance (ESG) targets including, without limitation, those related to GHG emissions reduction and diversity, equity and inclusion.

These and other risk factors that could cause actual results or events to differ materially from our expectations expressed in, or implied by, our forward-looking statements are discussed in this Annual Information Form and the BCE 2021 MD&A and, in particular, in section 9, Business risks of the BCE 2021 MD&A, on pages 107 to 116 of the BCE 2021 Annual Report.

Forward-looking statements contained in this Annual Information Form for periods beyond 2022 involve longer-term assumptions and estimates than forward-looking statements for 2022 and are consequently subject to greater uncertainty. In particular, our GHG emissions reduction targets are based on a number of assumptions including, without limitation, the following principal assumptions: implementation of various corporate and business initiatives to reduce our electricity and fuel consumption, as well as reduce other direct and indirect GHG emissions enablers; no new corporate initiatives, business acquisitions or technologies that would materially increase our anticipated levels of GHG emissions; our ability to purchase sufficient credible carbon credits and renewable energy certificates to offset or further reduce our GHG emissions, if and when required; no negative impact on the calculation of our GHG emissions from refinements in or modifications to international standards or the methodology we use for the calculation of such GHG emissions; no required changes to our SBTs pursuant to the Science Based Targets initiative (SBTi) methodology that would make the achievement of our updated SBTs more onerous; and sufficient supplier engagement and collaboration in setting their own SBTs and sufficient collaboration with partners in reducing their own GHG emissions.

Forward-looking statements for periods beyond 2022 further assume, unless otherwise indicated, that the competitive, regulatory, security, technological, operational, financial and other risks described above and in section 9, Business risks of the BCE 2021 MD&A will remain substantially unchanged during such periods, except for an assumed improvement in the risks related to the COVID-19 pandemic and general economic conditions in future years.

We caution readers that the risks described above are not the only ones that could affect us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material adverse effect on our business, financial condition, liquidity, financial results or reputation. From time to time, we consider potential acquisitions, dispositions, mergers, business combinations, investments, monetizations, joint ventures and other transactions, some of which may be significant. Except as otherwise indicated by us, forward-looking statements do not reflect the potential impact of any such transactions or of special items that may be announced or that may occur after March 3, 2022. The financial impact of these transactions and special items can be complex and depends on facts particular to each of them. We therefore cannot describe the expected impact in a meaningful way or in the same way we present known risks affecting our business.

Caution regarding 1 forward‑looking statements

BCE Inc. 2021 Annual Information Form  |  3