SC 13D/A 1 sc13da_012907.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 4) Under the Securities Exchange Act of 1934 CGI Group Inc. ------------------------------------------------------------------------------- (Name of Issuer) Class A Subordinate Shares ------------------------------------------------------------------------------- (Title of Class of Securities) 39945C 10 9 ------------------------------------------------------------------------------- (CUSIP Number) BCE Inc. 1000, rue de la Gauchetiere Ouest Bureau 3700 Montreal, Quebec, H3B 4Y7 Canada ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ------------------------------------------------------------------------------- January 17, 2007 ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. The information required on this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). (Continued on following pages) (Page 1 of 14 pages) SCHEDULE 13D ----------------------- ------------------------ CUSIP No. 39945C 10 9 Page 2 of 14 Pages ----------------------- ------------------------ ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BCE Inc. ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |x| ------------------------------------------------------------------------------ 3 SEC USE ONLY ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS N/A ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada ------------------------------------------------------------------------------ 7 NUMBER OF SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------------------------ 8 SHARED VOTING POWER 25,292,661 ------------------------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 25,292,661 ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,292,661 ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO ------------------------------------------------------------------------------ ----------------------- ------------------------ CUSIP No. 39945C 10 9 Page 3 of 14 Pages ----------------------- ------------------------ ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bell Canada Pension Plan ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |x| ------------------------------------------------------------------------------ 3 SEC USE ONLY ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS N/A ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada ------------------------------------------------------------------------------ 7 NUMBER OF SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------------------------ 8 SHARED VOTING POWER 25,292,661 ------------------------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 25,292,661 ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,292,661 ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON OO ------------------------------------------------------------------------------ ----------------------- ------------------------ CUSIP No. 39945C 10 9 Page 4 of 14 Pages ----------------------- ------------------------ ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bimcor Inc. ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |x| ------------------------------------------------------------------------------ 3 SEC USE ONLY ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS N/A ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada ------------------------------------------------------------------------------ 7 NUMBER OF SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------------------------ 8 SHARED VOTING POWER 25,292,661 ------------------------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 25,292,661 ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,292,661 ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO ------------------------------------------------------------------------------ Item 1. Security and Issuer. This Amendment No. 4 amends the statement on Schedule 13D filed with the Securities and Exchange Commission ("SEC") on May 14, 2004 as amended by Amendment No. 1 filed with the SEC on December 23, 2005, by Amendment No. 2 filed with the SEC on August 11, 2006 and by Amendment No. 3 filed with the SEC on November 6, 2006 (such schedule, as amended, the "Schedule 13D") by BCE Inc. ("BCE") and 3787877 Canada Inc. ("3787877") relating to the Class A Subordinate Shares (the "Class A Shares") of CGI Group Inc., a company incorporated under the laws of the Province of Quebec (the "Company"). This Amendment No. 4 is filed by BCE, the Bell Canada Pension Plan (the "Plan") and Bimcor Inc. ("Bimcor", together with BCE and the Plan collectively referred to as the "Reporting Persons" and each as a "Reporting Person"). The principal executive offices of the Company are located at 1130 Sherbrooke Street West, 7th Floor, Montreal, Quebec, Canada, H3A 2M8. A joint filing agreement is attached hereto as Exhibit 1 to this Schedule 13D pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This Amendment No. 4 relates to the following sales of Class A Shares through the facilities of the Toronto Stock Exchange ("TSX"): (i) On November 3, 2006, the Plan sold 213,800 Class A Shares at $7.81 per share; (ii) On November 6, 2006, the Plan sold 222,700 Class A Shares at $7.81 per share; (iii) On November 7, 2006, the Plan sold 90,500 Class A Shares at $7.81 per share; (iv) On November 20, 2006, the Plan sold 38,700 Class A Shares at $7.80 per share; (v) On November 21, 2006, the Plan sold 53,100 Class A Shares at $7.80 per share; (vi) On November 29, 2006, the Plan sold 16,300 Class A Shares at $7.80 per share; (vii) On December 12, 2006, the Plan sold 230,300 Class A Shares at $8.12 per share; (viii) On December 12, 2006, the Plan sold 287,100 Class A Shares at $8.14 per share; (ix) On December 13, 2006, the Plan sold 271,700 Class A Shares at $8.05 per share; (x) On December 14, 2006, the Plan sold 190,700 Class A Shares at $8.09 per share; (xi) On December 14, 2006, the Plan sold 163,100 Class A Shares at $8.07 per share; (xii) On December 15, 2006, the Plan sold 100,000 Class A Shares at $7.98 per share; (xiii) On December 18, 2006, the Plan sold 200,000 Class A Shares at $7.97 per share; Page 5 of 14 (xiv)On December 21, 2006, the Plan sold 557,100 Class A Shares at $8.00 per share; (xv) On January 3, 2007, the Plan sold 132,100 Class A Shares at $8.02 per share; (xvi)On January 5, 2007, the Plan sold 46,500 Class A Shares at $8.00 per share; (xvii) On January 9, 2007, the Plan sold 58,100 Class A Shares at $8.00 per share; (xviii) On January 10, 2007, the Plan sold 144,900 Class A Shares at $8.01 per share; (xix)On January 11, 2007, the Plan sold 9,000 Class A Shares at $8.05 per share; (xx) On January 17, 2007, the Plan sold 383,600 Class A Shares at $8.10 per share; and (xxi)On January 18, 2007, the Plan sold 225,800 Class A Shares at $8.21 per share. The above sales are herein collectively referred to as the "Transactions". The following amendments to Items 2, 4, 5, 6 and 7 of the Schedule 13D are hereby made. Item 2. Identity and Background. Item 2 of the Schedule 13D is hereby amended in its entirety to read as follows: "This Amendment No. 4 to Schedule 13D (this "Amendment") is being filed by the Reporting Persons. The Plan is a registered pension plan organized under the laws of Canada, and is the pension plan that covers the employees of Bell Canada and certain of its subsidiaries (the "Plan members"). Bell Canada, a corporation organized under the laws of Canada, is the sponsor and administrator of the Plan. Bimcor is a corporation organized under the laws of Canada that is a wholly-owned subsidiary of BCE and that manages independently from BCE the Plan's investments. BCE is a corporation organized under the laws of Canada. The address of the principal place of business of BCE is 1000, rue de la Gauchetiere Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7. The address of the principal place of business of Bell Canada, the Plan's sponsor and administrator, is 1000, rue de la Gauchetiere Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7. The address of the principal place of business of Bimcor is 1000, rue de la Gauchetiere Ouest, Bureau 1300, Montreal, Quebec, Canada H3B 5A7. The principal business activity of BCE is communications. The principal objective of the Plan is to pay pensions to Plan members when they terminate their employment with Bell Canada or its subsidiaries or, in the event of their death, to their designated beneficiaries. The principal business of Bimcor is the management of investments of the Plan and of investments of the pension plans of other BCE group companies. BCE is Canada's largest communications company. Through its 28 million customer connections, BCE provides Page 6 of 14 the most comprehensive and innovative suite of communication services to residential and business customers in Canada. Under the Bell brand, BCE's services include local, long distance and wireless phone services, high-speed and wireless Internet access, IP-broadband services, information and communications technology services (or value-added services) and direct-to-home satellite and VDSL television services. Other BCE holdings include Telesat Canada, a pioneer and world leader in satellite operations and systems management, and an interest in Bell Globemedia, Canada's premier media company. BCE shares are listed in Canada, the United States and Europe. Set forth on Schedules A-1 and A-2 to this Amendment, and incorporated herein by reference, are lists of the executive officers and directors of BCE and Bimcor that contain the following information with respect to each such person: (i) name; (ii) residence or business address; (iii) principal occupation or employment (and address of corporation or other organization in which such employment is conducted); and (iv) citizenship. During the last five years, none of the Reporting Persons and, to the best of the knowledge of BCE and Bimcor, none of the persons named on Schedules A-1 and A-2 hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws." Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended in its entirety to read as follows: "The Transactions were made in the ordinary course of business. BCE has no current intention to acquire additional securities of the Company. However, BCE reserves the right to change its plans and intentions with respect to the Company at any time and BCE may, from time to time, sell or acquire Class A Shares (or other securities of the Company) in public or private transactions. The matters set forth in Item 6 below are incorporated in this Item 4 by reference as if fully set forth herein. Except as set forth in this Item 4 (including the matters described in Item 6 which are incorporated in this Item 4 by reference), the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Schedule 13D of the Exchange Act." Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended in its entirety to read as follows: Page 7 of 14 "(a) Giving effect to the Transactions, BCE, the Plan and Bimcor are the beneficial owners of 25,292,661 Class A Shares representing 8.53% of the outstanding Class A Shares. The calculation of the foregoing percentage is based on the approximately 296.3 million Class A Shares outstanding on January 17, 2007. (b) Giving effect to the Transactions, BCE has the sole power to vote or to direct the vote or dispose or direct the disposition of no Class A Shares. Giving effect to the Transactions, the Plan and Bimcor have the shared power to vote or to direct the vote or dispose or direct the disposition of 25,292,661 Class A Shares. Giving effect to the Transactions, BCE may be considered to have the shared power to vote or to direct the vote or dispose or direct the disposition of 25,292,661 Class A Shares. However, BCE disclaims beneficial ownership of the Class A Shares held by the Plan. To the best of the knowledge of BCE and Bimcor, the following persons named on Schedules A-1 or A-2 beneficially own the following amounts of Class A Shares and have sole voting power and sole dispositive power with respect to such shares (in each case the amount of Class A Shares accounts for less than 1% of the total outstanding amount of Class A Shares): (i) Andre Berard 5,000 Class A Shares (ii) The Honourable Edward C. Lumley 4,000 Class A Shares (iii) Alain Bilodeau 800 Class A Shares (c) No transactions, other than the Transactions, were effected in the past sixty days in this class of securities by the Reporting Persons. To the best of the knowledge of BCE and Bimcor, there were no transactions effected in the past sixty days in this class of securities by any of the persons named on Schedules A-1 and A-2 hereto. (d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Class A Shares held by the Reporting Persons or the persons named on Schedules A-1 or A-2 other than each of the Reporting Persons or such persons named on Schedules A-1 or A-2. (e) Not applicable." Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 of the Schedule 13D is hereby amended in its entirety to read as follows: "The response to Item 4 of this Schedule 13D is incorporated herein by reference. Page 8 of 14 BCE and its wholly-owned subsidiaries holding any Class A Shares or Class B Shares or other securities of the Company (collectively, "Securities") have certain registration rights with respect to the Securities held by them pursuant to the terms and conditions set forth in the Registration Rights Agreement entered into as of July 1, 1998 among BCE, Bell Canada and the Company (the "Registration Rights Agreement"). This description of the Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which has been filed as Exhibit 5 to this Schedule 13D on May 14, 2004 and is incorporated herein by reference. Except as described above or elsewhere in this Amendment or incorporated by reference in this Amendment, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Reporting Persons or, to the best of their knowledge, any of the other persons named in Item 2 and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies." Item 7. Material to be filed as Exhibits. Item 7 of the Schedule 13D is hereby amended by the addition of the following exhibits to the end thereof: "Exhibit 1: Joint Filing Agreement dated January 26, 2007 among BCE Inc., Bell Canada, in its capacity as administrator of the Bell Canada Pension Plan and Bimcor Inc. Page 9 of 14 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 26, 2007 BCE Inc. By: /s/ Martine Turcotte -------------------------------- Name: Martine Turcotte Title: Chief Legal Officer Bell Canada, as administrator of the Bell Canada Pension Plan By: /s/ Michael T. Boychuk -------------------------------- Name: Michael T. Boychuk Title: Senior Vice-President and Treasurer Bimcor Inc. By: /s/ Brian Kouri -------------------------------- Name: Brian Kouri Title: Vice-President Finance and Administration Page 10 of 14 SCHEDULE A-1 DIRECTORS AND EXECUTIVE OFFICERS OF BCE INC. The following sets forth the name, residence or business address, principal occupation or employment and citizenship of the directors and principal executive officers of BCE Inc. Name Residence or Business Principal Occupation Citizenship Address or Employment (and address of corporation or other organization in which such employment is conducted) Directors Andre Berard 600, de La Corporate Director, Canadian Gauchetiere W., 27th 600 de La Floor Gauchetiere W., 27th Montreal, Quebec, floor, Montreal, Canada H3B 4L2 Quebec, Canada H3B 4L2 Ronald A. 150 - 6th Avenue President and Chief Canadian Brenneman S.W., P.O. Box 2844 Executive Officer, Calgary, Alberta, Petro-Canada Canada T2P 3E3 (petroleum company), 150 - 6th Avenue S.W., P.O. Box 2844, Calgary, Alberta, Canada T2P 3E3 Richard J. Currie 483 Bay Street, 7th Chair of the board, Canadian Floor, North Tower BCE and Bell Canada, Toronto, Ontario, 483 Bay Street, 7th Canada M5G 2C9 floor, North Tower, Toronto, Ontario, Canada M5G 2C9 Anthony S. Fell 200 Bay Street, 3rd Chair of the board, Canadian Floor, South Tower RBC Dominion Toronto, Ontario, Securities Limited Canada M5J 2W7 (investment bank), 200 Bay Street, 3rd floor, South Tower, Toronto, Ontario, Canada M5J 2W7 Donna Soble 2 St. Clair Avenue Corporate Director Canadian Kaufman East, Suite 800 and Lawyer, 2 St. Toronto, Ontario, Clair Avenue East, Canada M4T 2T5 Suite 800 Toronto, Ontario, Canada M4T 2T5 Brian M. Levitt 1000, de La Partner and Canadian Gauchetiere W., 21st Co-Chair, Osler, Floor Hoskin & Harcourt Montreal, Quebec, LLP (law firm), Canada H3B 4W5 1000, de La Gauchetiere W., 21st Floor Montreal, Quebec, Canada H3B 4W5 The Honourable 1 First Canadian Vice-Chairman, BMO Canadian Edward C. Lumley Place, 4th Floor, Nesbitt Burns Inc. P.O. Box 150 Toronto, (investment bank), 1 Ontario, Canada M5X First Canadian 1H3 Place, 4th Floor, P.O. Box 150 Toronto, Ontario, Canada M5X 1H3 Judith Maxwell 305 Clemow Avenue Research Fellow, Canadian Ottawa, Ontario, Canadian Policy Canada K1S 2B7 Research Networks, Inc. (non-profit organization conducting research on work, family, health, social policy and public involvement), 600-250 Albert St. Ottawa, Ontario, Canada K1P 6M1 Page 11 of 14 John H. McArthur Gallatin Hall C1-3D, Dean Emeritus, Canadian Soldiers Field Harvard University Boston, Graduate School of Massachusetts USA Business 02163 Administration (university), Gallatin Hall C1-3D, Soldiers Field Boston, Massachusetts USA 02163 Thomas C. O'Neill 33 Geraldine Court Corporate Director Canadian Don Mills, Ontario, and Chartered Canada M3A 1N2 Accountant, 33 Geraldine Court, Don Mills, Ontario, Canada M3A 1N2 James A. Pattison 1067 West Cordova Chairman and Chief Canadian Street, Suite 1800 Executive Officer, Vancouver, British The Jim Pattison Columbia, Canada V6C Group (diversified 1C7 consumer oriented company), 1067 West Cordova Street, Suite 1800, Vancouver, British Columbia, Canada V6C 1C7 Robert C. Pozen 500 Boylston Street Chair of the board, American Boston, MFS Investment Massachusetts USA Management (global 02116 investment manager), 500 Boylston Street, Boston, Massachusetts USA 02116 Michael J. Sabia 1000, de La President, Chief Canadian Gauchetiere W., 37th Executive Officer Floor and Director of BCE, Montreal, Quebec, 1000, de La Canada H3B 4Y7 Gauchetiere W., 37th Floor Montreal, Quebec, Canada H3B 4Y7 Paul M. Tellier 935 de La Gauchetiere Corporate Director, Canadian W., 17th Floor 935 de La Montreal, Quebec, Gauchetiere W., 17th Canada H3B 2M9 Floor, Montreal, Quebec, Canada H3B 2M9 Victor L. Young 9 Primrose Place Corporate Director, Canadian St. John's, 9 Primrose Place, Newfoundland, Canada St. John's, A1B 4H1 Newfoundland, Canada A1B 4H1 Executive Officers Alain Bilodeau 1000, de La Senior Canadian Gauchetiere W., 4th Vice-President of Floor BCE (President, BCE Montreal, Quebec, Corporate Services), Canada H3B 4Y7 1000, de La Gauchetiere W., 4th Floor, Montreal, Quebec, Canada H3B 4Y7 Michael T. 1000, de La Senior Canadian Boychuk Gauchetiere W., 37th Vice-President and Floor Treasurer of BCE, Montreal, Quebec, 1000, de La Canada H3B 4Y7 Gauchetiere W., 37th Floor, Montreal, Quebec, Canada H3B 4Y7 Karyn A. Brooks 1000, de La Senior Canadian Gauchetiere W., 7th Vice-President and Floor Controller of BCE, Montreal, Quebec, 1000, de La Canada H3B 4Y7 Gauchetiere W., 37th Floor, Montreal, Quebec, Canada H3B 4Y7 William J. Fox 1000, de La Executive Canadian Gauchetiere W., 37th Vice-President - Floor Communications and Montreal, Quebec, Corporate Canada H3B 4Y7 Development of BCE, 1000, de La Gauchetiere W., 37th Floor, Montreal, Quebec, Canada H3B 4Y7 Page 12 of 14 Lib Gibson 483 Bay Street, Floor Corporate Advisor of Canadian 6N BCE, 1000, de La Toronto, Ontario, Gauchetiere W., 37th Canada M5G 2C9 Floor, Montreal, Quebec, Canada H3B 4Y7 Leo W. Houle 1000, de La Chief Talent Officer Canadian Gauchetiere W., 37th of BCE, 1000, de La Floor Gauchetiere W., 37th Montreal, Quebec, Floor, Montreal, Canada H3B 4Y7 Quebec, Canada H3B 4Y7 Lawson A.W. 110 O'Connor Street, Executive Canadian Hunter 14th Floor Vice-President and Ottawa, Ontario, Chief Corporate Canada K1P 1H1 Officer of BCE, 1000, de La Gauchetiere W., 37th Floor, Montreal, Quebec, Canada H3B 4Y7 Alek Krstajic 473 Adelaide Street Officer - Office of Canadian West, Floor 3 the CEO of BCE, Toronto, Ontario, 1000, de La Canada M5V 1T1 Gauchetiere W., 37th Floor, Montreal, Quebec, Canada H3B 4Y7 Patricia A. Olah 1000, de La Corporate Secretary American Gauchetiere W., 41st and Lead Governance Floor Counsel of BCE, Montreal, Quebec, 1000, de La Canada H3B 5H8 Gauchetiere W., 37th Floor, Montreal, Quebec, Canada H3B 4Y7 L. Scott Thomson 1000, de la Executive Canadian Gauchetiere W., 37th Vice-President-Corporate Floor, Development of BCE, Montreal, Quebec, 1000, de La Canada H3B 4Y7 Gauchetiere W., 37th Floor, Montreal, Quebec, Canada H3B 4Y7 Wayne L. Tunney 1000, de La Senior Canadian Gauchetiere W., 37th Vice-President - Floor Taxation of BCE, Montreal, Quebec, 1000, de La Canada H3B 4Y7 Gauchetiere W., 37th Floor, Montreal, Quebec, Canada H3B 4Y7 Martine Turcotte 1000, de la Chief Legal Officer Canadian Gauchetiere W., 38th of BCE, 1000, de La Floor, Gauchetiere W., 37th Montreal, Quebec, Floor, Montreal, Canada H3B 4Y7 Quebec, Canada H3B 4Y7 Siim A. Vanaselja 1000, de la Chief Financial Canadian Gauchetiere W., 38th Officer of BCE, Floor, 1000, de La Montreal, Quebec, Gauchetiere W., 37th Canada H3B 4Y7 Floor, Montreal, Quebec, Canada H3B 4Y7 Nicholas 483 Bay Street, Floor Senior Canadian Zelenczuk 9S-Orange Vice-President - Toronto, Ontario, Audit and Risk Canada M5G 2C9 Management of BCE, 1000, de La Gauchetiere W., 37th Floor, Montreal, Quebec, Canada H3B 4Y7 Page 13 of 14 SCHEDULE A-2 DIRECTORS AND EXECUTIVE OFFICERS OF BIMCOR INC. The following sets forth the name, residence or business address, present principal occupation or employment and citizenship of the directors and principal executive officers of Bimcor Inc. Name Residence or Principal Occupation Citizenship Business Address or Employment (and address of corporation or other organization in which such employment is conducted) Directors Michael T. 1000, rue de La Senior Vice-President Canadian Boychuk Gauchetiere West, and Treasurer of BCE, 37th Floor Montreal, 1000, de La Quebec, Canada H3B Gauchetiere W., 37th 4Y7 Floor, Montreal, Quebec, Canada H3B 4Y7 Paul Gauthier 1000, rue de La President and Chief Canadian Gauchetiere West, Executive Officer of 13th Floor Montreal, Bimcor, 1000, de La Quebec, Canada H3B Gauchetiere W., 13th 5A7 Floor, Montreal, Quebec, Canada H3B 5A7 Leo W. Houle 1000, rue de La Chief Talent Officer Canadian Gauchetiere West, of BCE, 1000, de La 37th Floor Montreal, Gauchetiere W., 37th Quebec, Canada H3B Floor, Montreal, 4Y7 Quebec, Canada H3B 4Y7 Ted H. Ignacy 1601 Telesat Court , Vice-President Canadian Gloucester, Ontario, Finance and Treasurer Canada, K1B 5P4 of Telesat, 1601 Telesat Court, Gloucester, Ontario, Canada K1B 5P4 Martine Turcotte 1000, rue de La Chief Legal Officer Canadian Gauchetiere West, of BCE, 1000, de La 37th Floor Montreal, Gauchetiere W., 37th Quebec, Canada H3B Floor, Montreal, 4Y7 Quebec, Canada H3B 4Y7 Siim A. Vanaselja 1000, rue de La Chief Financial Canadian Gauchetiere West, Officer of BCE, 1000, 37th Floor Montreal, de La Gauchetiere W., Quebec, Canada H3B 37th Floor, Montreal, 4Y7 Quebec, Canada H3B 4Y7 Executive Officers Peter S. Jarvis 4831 Bay Street, Chief Investment Canadian Floor 9, Toronto, Officer of Bimcor, Ontario, Canada M5G 4831 Bay Street, 9th 2E1 floor, Toronto, Ontario, Canada M5G 2E1 Brian Kouri 1000, rue de La VP Finance and Canadian Gauchetiere West, Administration of 13th Floor Montreal, Bimcor, 1000, de La Quebec, Canada H3B Gauchetiere W., 13th 5A7 Floor Montreal, Quebec, Canada H3B 5A7 Harry J. Riva 483 Bay Street, VP and General Canadian Floor 9, Toronto, Counsel of Bimcor, Ontario, Canada M5G 483 Bay Street, 9th 2E1 floor, Toronto, Ontario, Canada M5G 2E1 Page 14 of 14