BCE : Notice of 2022 Annual General Shareholder Meeting and Management Proxy Circular (PDF 7.6 MB - March 3, 2022)

ADVANCING

HOW CANADIANS

CONNECT

WITH EACH OTHER

AND THE WORLD

NOTICE OF 2022 ANNUAL GENERAL

SHAREHOLDER MEETING

AND MANAGEMENT PROXY CIRCULAR

ANNUAL GENERAL MEETING

MAY 5, 2022

What's inside

1	Notice of 2022 annual general shareholder meeting and meeting materials	4
2	About voting your shares	5
3	What the meeting will cover	8
4	About the nominated directors	9
5	Director compensation	17
6	Corporate governance practices	20
7	Committee reports	38
Executive compensation	45
8	The Board of Directors' letter to shareholders	46
9	Compensation discussion & analysis	50
10	President and CEO compensation	62
11	Compensation of our named executive officers	65
12	Other important information	83
13	Schedule A - Shareholder proposals	85

FIVE WAYS

TO VOTE

BY PROXY

ON THE INTERNET

BY TELEPHONE

BY EMAIL OR FAX

BY MAIL

VOTING BY PROXY IS

THE EASIEST WAY

TO VOTE

Please refer to the proxy form or voting instruction form provided to you or to section 2, entitled About voting your shares, for more information on the voting methods available to you. If you elect to vote on the Internet or by telephone, you do not need to return your proxy form or voting instruction form.

Letter from the Chair of the Board

and the President and Chief Executive Officer

Dear fellow shareholders,

As Canada's leading builder of communications networks and in keeping with our Bell for Better commitment to adhere to the highest ESG standards, BCE is committing to virtual shareholder meetings going forward. In addition, virtual meetings will improve shareholder access by enabling more people to attend and participate in shareholder meetings. Accordingly, BCE's 2022 Annual General Shareholder Meeting will be available via live video webcast only at https://web.lumiagm.com/418005512 at 9:30 a.m. (Eastern time) on Thursday, May 5, 2022. Please refer to section 2.1, entitled How to vote, under the headings Attending and Participating at the Meeting and How to Ask Questions, for further details.

As a shareholder, you have the right to vote your shares on all items that come before the meeting. Your vote is important and we facilitate voting by enabling you to vote by proxy at any time prior to the meeting. We encourage you to do so and have enabled voting on the Internet, by phone, by email, by fax or by mail. You can also vote by attending the virtual meeting online. Please refer to the instructions in section 2.1, entitled How to vote, for further details.

This circular provides details about all the items for consideration at the meeting, such as information about nominated directors and their compensation, the auditors, our corporate governance practices, reports from the standing committees of the Board, and shareholder proposals. The circular also contains detailed information about our philosophy, policies and programs for executive compensation and how the Board receives input from shareholders on these matters.

At the meeting, we will review our strategy, financial position, business operations and the value we deliver to shareholders. We also look forward to responding to your questions.

Thank you for your continued confidence in BCE. Throughout the COVID-19 pandemic, the Bell team has stepped up to better serve customers, support communities and generate new opportunities for team members, businesses, partners and shareholders.

Sincerely,

Gordon M. Nixon

Mirko Bibic

Gordon M. Nixon	Mirko Bibic
Chair of the Board	President and CEO
March 3, 2022

BCE INC. 2022 PROXY CIRCULAR  |  1

Summary

Below are highlights of some of the important information you will find in this management proxy circular. These highlights do not contain all the information that you should consider. You should therefore read the circular in its entirety before voting.

SHAREHOLDER VOTING MATTERS

	BOARD VOTE	PAGE REFERENCE FOR MORE
	RECOMMENDATION	INFORMATION
Election of 13 Directors	FOR each nominee	8 and 9
Appointing Deloitte LLP as Auditors	FOR	8
Advisory Resolution on Executive Compensation	FOR	8 and 45
Shareholder Proposals described in Schedule A	AGAINST	9 and 85

OUR DIRECTOR NOMINEES			COMMITTEE
	MEMBERSHIPS
INDEPENDENT	AGE	SINCE	POSITION	AUDIT		COMPEN- SATION GOVERN- ANCE RISKAND PENSIONFUND
NAME
AND REGION		DIRECTOR
M. Bibic	54	2020	President and CEO -
Ontario (1)			BCE Inc. and
			Bell Canada
D.F. Denison	69	2012	Corporate Director			C
Ontario
R.P. Dexter	70	2014	Chair and CEO -
Nova Scotia			Maritime Travel Inc.
K. Lee	58	2015	Corporate Director
Ontario
M.F. Leroux	67	2016	Corporate Director				C
Québec
S.A. Murray	66	2020	Corporate Director
Ontario
G.M. Nixon	65	2014	Corporate Director -
Ontario			Chair of the Board -
			BCE Inc. and
			Bell Canada
L.P. Pagnutti	63	2020	Corporate Director	C
Ontario
C. Rovinescu	66	2016	Corporate Director					C
Ontario (1)
K. Sheriff	64	2017	Corporate Director
Ontario
R.C. Simmonds	68	2011	Chair - Lenbrook
Ontario			Corporation
J. Tory	66	2021	Corporate Director
Ontario
C. Wright	48	2021	President - Wittington
Ontario			Investments, Limited

1. M. Bibic and C. Rovinescu each also maintain a residence in the province of Québec.

BOARD AND COMMITTEE ATTENDANCE 2021

OTHER PUBLIC BOARDS

TOP FOUR COMPETENCIES

100%	-	• CEO/Senior Management	• Media/Content
		• Government/Regulatory	• Telecommunications
		Affairs
100%	2	• Accounting/Finance	• Governance
		• CEO/Senior Management	• Human Resources/
			Compensation
100%	2	• Governance	• Retail/Customer
		• Human Resources/	• Risk Management
		Compensation
100%	1	• Accounting/Finance	• Governance
		• CEO/Senior Management	• Risk Management
100%	3	• Accounting/Finance	• Corporate Responsibility
		• CEO/Senior Management	• Governance
94%	3	• CEO/Senior Management	• Investment Banking/
		• Human Resources/	Mergers & Acquisitions
		Compensation	• Risk Management
100%	2	• CEO/Senior Management	• Human Resources/
		• Governance	Compensation
			• Investment Banking/
			Mergers & Acquisitions
100%	-	• Accounting/Finance	• Governance
		• CEO/Senior Management	• Risk Management
94%	1	• CEO/Senior Management	• Retail/Customer
		• Human Resources/	• Risk Management
		Compensation
100%	1	• CEO/Senior Management	• Technology
		• Risk Management	• Telecommunications
95%	-	• Governance	• Technology
		• Government/	• Telecommunications
		Regulatory Affairs
100%	1	• CEO/Senior Management	• Human Resources/
		• Corporate Responsibility	Compensation
			• Retail/Customer
100%	-	• Corporate Responsibility	• Governance
		• Government/	• Investment Banking/
		Regulatory Affairs	Mergers & Acquisitions

2|  BCE INC. 2022 PROXY CIRCULAR

CORPORATE GOVERNANCE

BCE's Board and management believe that strong corporate governance practices contribute to superior results in creating and maintaining shareholder value. That is why we continually seek to strengthen our leadership in corporate governance and ethical business conduct by adopting best practices and providing full transparency and accountability to our shareholders. The Board is responsible for the supervision of the business and affairs of the Corporation.

BOARD INFORMATION AND

GOVERNANCE BEST PRACTICES

13 Size of Board

12 Independent Directors

99% 2021 Board and Committee Director Attendance Record for Director Nominees

Board Committee Members Are All Independent

Board Diversity Policy and Target for Gender Representation

Annual Election of All Directors

Directors Elected Individually

Majority Voting Policy for Directors

Separate Chair and CEO

Board Interlocks Guidelines

Directors' Tenure Guidelines

Board Renewal: 8 Non-Executive Director Nominees ≤6 Years Tenure

Share Ownership Guidelines for Directors and Executives

Code of Business Conduct and Ethics Program

Annual Advisory Vote on Executive Compensation

Formal Board Evaluation Process

Board Risk Oversight Practices

ESG Strategy Reviewed by Board

Robust Succession Planning

EXECUTIVE COMPENSATION

BCE is focused on a pay-for-performance approach for all team members, including our executives. In order to attract, motivate and retain top talent, the Corporation offers a competitive total compensation package, with target positioning at the 60th percentile of the comparator group for strong performers.

• BASE SALARY: rewards the scope and responsibilities of a position, with target positioning at the median of our comparator group
• ANNUAL INCENTIVE: encourages strong performance against yearly corporate and individual objectives
• LONG-TERMINCENTIVE: aligns with long-term interests of shareholders.

The mix of vehicles awarded under the long-term incentive plan favours the execution of multiple objectives. They are structured to maximize shareholder value, share price, and capital return while providing a valuable retention tool in maintaining a world-class executive team. As noted in the Compensation Discussion & Analysis, following a comprehensive review of the LTIP, the Compensation Committee and Board of Directors determined that the 2021 LTIP would be comprised of 50% RSUs and 50% PSUs. No additional changes have been made to the LTIP program for 2022, which remains consistent with 2021. No stock options were granted in 2021 or 2022.

2021 TARGET PAY AT RISK (1)

President & CEO

14%	22%	32%	32%
		At-risk86%

Other NEOs

21%	21%	29%			29%
		At-risk79%
Salary	Annual Short-Term Incentive Plan	RSU Awards	PSU Awards

1. Based on 2021 actual base salary. Pay at risk is annual short-term incentive plan, RSU awards and PSU awards. At-risk components are based on target levels. Excludes pension and other compensation elements.

HIGHLIGHTS

• Adopted a new target that going forward there be a minimum of 35% gender diverse directors. Details on page 24.
• Gender diverse directors represent 38% of director nominees. Details on page 24.
• Members of visible minorities represent 15% of director nominees. Details on page 24.
• Conducted a comprehensive assessment of the effectiveness and performance of the Board and its committees. Details on page 26.
• Broadened the scope of our ESG initiatives, emphasizing a direct link between ESG and our overall goals, strategic imperatives and corporate purpose. Details on pages 20, 30, 40 and 57.
• Approved our strategic plan, taking into account the opportunities and risks of the business units for the upcoming year. Details on page 20.

OVERVIEW OF EXECUTIVE COMPENSATION BEST PRACTICES ADOPTED BY BCE

• Stringent share ownership requirements.
• Emphasis on pay at risk for executive compensation.
• Double trigger change-in-control policy.
• Anti-hedgingpolicy on share ownership and incentive compensation.
• Clawbacks for the President & CEO and all EVPs as well as all option holders.
• Caps on BCE Supplemental Executive Retirement Plans (SERP) and annual bonus payouts, in addition to long-term incentive grants.
• Vesting criteria fully aligned to shareholder interests. Details on page 53.

BCE INC. 2022 PROXY CIRCULAR  |  3