BCE To Adopt Shareholder Rights Plan.

Business Editors

MONTREAL--(BUSINESS WIRE)--Feb. 23, 2000

BCE Inc. (TSE:BCE.) (ME:BCE.) (NYSE:BCE) announced today that its Board of Directors has adopted a Shareholder Rights Plan designed to encourage the fair treatment of shareholders in connection with any take-over offer for the corporation. The Rights Plan will provide the BCE Board of Directors and shareholders with more time to fully consider any unsolicited take-over bid. It will also give more time for the Board to pursue, if appropriate, other alternatives to maximize shareholder value. Shareholders will be asked to approve the Rights Plan at the BCE annual and special meeting to be held April 26, 2000. The plan, if approved by the shareholders, will expire at the close of the BCE annual meeting of shareholders in 2003.

The rights issued under the Rights Plan become exercisable only when a person or a group of persons, including any related party, acquires or announces its intention to acquire 20% or more of the corporation's outstanding common shares without complying with the "Permitted Bid" provisions of the Rights Plan (see below) or without approval of the BCE Board of Directors. Should such an acquisition occur, each right would, upon exercise, entitle a rights holder, other than the acquiring person and related parties, to purchase BCE common shares at a 50% discount to the market price at the time.

Under the Rights Plan, a Permitted Bid is a bid made to all shareholders that is open for not less than 60 days. If at the end of 60 days at least 50% of the outstanding shares, other than those owned by the offeror and certain related parties, have been tendered, the offeror may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender. Under the Permitted Bid mechanism, shareholders will have more time to consider the bid and any other options that may be available before deciding whether or not to tender to the bid. The Board of Directors will also have time to consider alternatives and to make recommendations to shareholders.

BCE is not adopting the Rights Plan in response to any specific proposal to acquire control of the corporation, nor is it aware of any such effort. The Rights Plan is similar to plans adopted by other Canadian companies and approved by their shareholders.

BCE is Canada's largest communications company. Through its operations in communications services, BCE provides residence and business customers in Canada with wireline and wireless communications products and applications, satellite communications and direct-to-home television services, systems integration expertise, electronic commerce solutions, Internet access and high-speed data services, and directories. Abroad, through Bell Canada International's investee companies, BCE provides communications services to nearly 6 million customers in Asia and Latin America. BCE also has an extensive international presence through Teleglobe, an international telecommunications carrier. BCE shares are listed in Canada, the United States and Europe.