Notice of 2023 annual general shareholder meeting and management proxy circular

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noTICE oF 2023 annual GEnEral SHarEHolDEr MEETInG

anD ManaGEMEnT Proxy CIrCular

annual GEnEral MEETInG May 4, 2023

What's inside

1	Notice of 2023 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	19
7	Committee reports	34
Executive compensation	41
	8 The Board of Directors' letter to shareholders	42
	9 Compensation discussion & analysis	46
	10 President and CEO compensation	58
	11 Compensation of our named executive officers	62
12	Other important information	79
13	Schedule A - Withdrawn shareholder proposal	80
14	Caution regarding forward-looking statements	81

Five ways

to vote

by proxy

On the Internet

By telephone

By email

By 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,

To align with our ESG standards and enable more people to attend and participate in shareholder meetings, the 2023 BCE Annual General Shareholder Meeting will be available via live video webcast only at https://web.lumiagm.com/435242716 at 9:30 a.m. (Eastern time) on Thursday, May 4, 2023. 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 online, 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, and reports from the standing committees of the Board. 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.

Sincerely,

Gordon M. Nixon	Mirko Bibic
Chair of the Board	President and CEO
March 2, 2023

Gordon M. Nixon

Mirko Bibic

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

Election of 14 Directors

Appointing Deloitte LLP as Auditors

Advisory Resolution on Executive Compensation

Our director nominees

Name
and region		Director
Independent	Age	Since	Position
M. Bibic	55	2020	President and CEO -
Ontario			BCE Inc. and
			Bell Canada
D.F. Denison	70	2012	Corporate Director
Ontario
R.P. Dexter	71	2014	Chair and CEO -
Nova Scotia			Maritime Travel Inc.
K. Lee	59	2015	Corporate Director
Ontario
M.F. Leroux	68	2016	Corporate Director
Québec
S.A. Murray	67	2020	Corporate Director
Ontario
G.M. Nixon	66	2014	Corporate Director -
Ontario			Chair of the Board -
			BCE Inc. and
			Bell Canada
L.P. Pagnutti	64	2020	Corporate Director
Ontario
C. Rovinescu	67	2016	Corporate Director
Ontario
K. Sheriff	65	2017	Corporate Director
Ontario
R.C. Simmonds	69	2011	Chair - Lenbrook
Ontario			Corporation
J. Tory	67	2021	Corporate Director
Ontario
L. Vachon	60	2022	Operating Partner -
Québec			J.C. Flowers & Co.
C. Wright	49	2021	President - Wittington
Ontario			Investments, Limited

									Board vote	Page reference for
									recommendation	more information
									FOR each nominee	8 and 9
									FOR	8
									FOR	9 and 41
		Committee
	memberships
			Governance	fund	Board and committee attendance 2022
Audit		Compen- sation					Top four competencies
	Riskand pension
							Other public boards
					100%	1	• CEO/Senior Management	• Media/Content
									• Government/Regulatory	• Telecommunications
									Affairs
		C					2	• Accounting/Finance	• Governance
				100%
									• CEO/Senior Management	• Human Resources/
										Compensation
							1	• Governance	• Retail/Customer
					100%
									• Human Resources/	• Risk Management
									Compensation
							1	• Accounting/Finance	• Governance
					100%
									• CEO/Senior Management	• Risk Management
			C				2	• Accounting/Finance	• Corporate Responsibility
				100%
									• CEO/Senior Management	• Governance
							2	• CEO/Senior Management	• Investment Banking/
					100%
									• Human Resources/	Mergers & Acquisitions
									Compensation	• Risk Management
							2	• CEO/Senior Management	• Human Resources/
					100%
									• Governance	Compensation
										• Investment Banking/
										Mergers & Acquisitions
C							-	• Accounting/Finance	• Governance
				100%
									• CEO/Senior Management	• Risk Management
				C			1	• CEO/Senior Management	• Retail/Customer
				100%
									• Human Resources/	• Risk Management
									Compensation
							1	• CEO/Senior Management	• Technology
					94.4%
									• Risk Management	• Telecommunications
							-	• Governance	• Technology
					100%
									• Government/Regulatory	• Telecommunications
									Affairs
							1	• CEO/Senior Management	• Human Resources/
					100%
									• Corporate Responsibility	Compensation
										• Retail/Customer
							3	• CEO/Senior Management	• Retail/Customer
					100%
									• Human Resources/	• Risk Management
									Compensation
							3 (1)	• Corporate Responsibility	• Governance
					100%
									• Government/	• Investment Banking/
									Regulatory Affairs	Mergers & Acquisitions

1. In connection with being President of Wittington Investments, Limited, the controlling shareholder of George Weston Limited, Loblaw Companies Limited and Choice Properties REIT, C. Wright is a director of each of these companies, which are all affiliatesin the Weston group.

2 BCE Inc. 2023 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

14 Size of Board

13 Independent Directors

99.5% 2022 Board and Committee Director Attendance Record

Board Committee Members Are All Independent

Board Diversity Policy and Target for Gender Representation

Annual Election of All Directors

Directors Elected Individually

Majority Voting for Directors

Separate Chair and CEO

Board Interlocks Guidelines

Directors' Tenure Guidelines

Board Renewal: 8 Non-Executive Director Nominees ≤7 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 create sustainable value for shareholders by attracting, motivating and retaining the executive officers needed to drive the business strategy, and rewarding them for delivering on our goal of advancing how Canadians connect with each other and the world, through the successful execution of our six strategic imperatives. As noted in the Compensation Discussion

• Analysis, the Long-term incentive plan (LTIP) is comprised of 50% Restricted share units (RSUs) and 50% Performance share units (PSUs), and no changes were made to the LTIP program for 2022, and further, no additional changes are planned for 2023. No stock options were granted in 2022.

2022 Target pay at risk (1)

President & CEO

12%	24%	32%	32%
		At-risk88%

Other NEOs

19%	23%	29%		29%
		At-risk81%
Salary	Annual Short-Term Incentive Plan	RSU Awards	PSU Awards

1. Based on 2022 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

• Reviewed, and recommended that the Board approve, an enhanced ESG oversight model. Details on pages 29, 30 and 36.
• Gender diverse directors represent 36% of director nominees. Details on page 23.
• Members of visible minorities represent 14% of director nominees. Details on page 23.
• Conducted a comprehensive assessment of the effectiveness and performance of the Board and its committees.
  Details on page 25.
• Approved our strategic plan, taking into account the opportunities and risks of the business units for the upcoming year. Details on page 19.

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 aligned to shareholder interests. Details on page 49.

3