EX-1 2 exhibit1.htm EX-1 Exhibit  EX-1

MATERIAL CHANGE REPORT

     
Item 1
  Name and Address of the Issuer                                                                
BCE Inc. (“BCE”)
1000 de La Gauchetière West, suite 3700
Montréal, Québec
H3B 4Y7
 
Item 2
  Date of Material Change
May 21, 2008
 
Item 3
  News Release
Press releases were disseminated by CNW Telbec on May 21, 2008 and May 26, 2008
 
Item 4
  Summary of Material Change
On May 21, 2008, the Québec Court of Appeal rendered its decision with respect to BCE’s plan of
arrangement related to BCE’s proposed privatization. The Québec Court of Appeal’s decision denied
the plan of arrangement.
 
Item 5
  Full Description of Material Change
 
5.1 Full Description of Material Change

On May 21, 2008, the Québec Court of Appeal rendered its decision with respect to BCE’s plan of
arrangement related to BCE’s proposed privatization. The Québec Court of Appeal’s decision denied
the plan of arrangement.
On the same day, BCE announced that, together with the purchaser, it would seek leave to appeal to
the Supreme Court of Canada, from the Québec Court of Appeal’s decision.
The appeal will require the Supreme Court of Canada to grant leave to appeal. BCE sought
directions from the Supreme Court of Canada to expedite the disposition of such application for
leave to appeal, and any appeal. On May 26, 2008, the Supreme Court of Canada granted BCE’s motion
to expedite leave to appeal and established the following schedule :
 
  “ — The application for leave to appeal and motion to expedite the hearing shall be served and
filed by May 28, 2008;
- Any responses to the application for leave and motion to expedite shall be served and filed by
May 30, 2008.
In the event leave to appeal is granted and the motion to expedite the hearing is granted, the
Court suggests that the following timelines apply:
 
  - The appellants’ factums, record and book of authorities to be served and filed by June 6, 2008;
- Any applications for leave to intervene to be served and filed by June 6, 2008;
- The respondents’ factums, records and books of authorities to be served and filed by June 10,
2008;
- The interveners’ factums to be served and filed by June 10, 2008;
- The reply factum, if permitted under the rules of the Supreme Court, to be served and filed by
June 12, 2008;
- The appeal to be heard on June 17, 2008 at 9:30 a.m. The appellants to share one hour for oral
argument and the respondents to share one hour for oral argument. Any intervener permitted to make
an oral argument shall have 10 minutes to do so. “

In accordance with the Supreme Court of Canada’s schedule set out above, BCE filed its motion for
leave to appeal and its motion to expedite the hearing on May 28, 2008.
In light of the Québec Court of Appeal’s decision, the closing of the transaction will be
contingent on the Supreme Court granting leave to appeal and the reversal by the Supreme Court of
the judgment of the Québec Court of Appeal relating to the plan of arrangement.
On June 29, 2007, BCE entered into a definitive agreement to be acquired by an investor group led
by Teachers’ Private Capital, the private investment arm of the Ontario Teachers’ Pension Plan,
Providence Equity Partners Inc., Madison Dearborn Partners, LLC, and Merrill Lynch Global Private
Equity.
 
Caution Concerning Forward-Looking Statements 
This material change report contains forward-looking statements relating to the proposed
privatization of BCE, legal proceedings related thereto and other statements that are not
historical facts. Such forward-looking statements are subject to important risks, uncertainties
and assumptions including, in particular, the inherent uncertainty regarding the conduct, outcome
and timing of any litigation. The results or events predicted in these forward-looking statements
may differ materially from actual results or events. As a result, we cannot guarantee that any
forward-looking statement will materialize.
The timing and completion of the proposed privatization transaction is subject to a number of
terms and conditions, including, without limitation: (i) satisfaction of the conditions to the
approvals of the Canadian Radio-television and Telecommunications Commission and the Minister of
Industry, (ii) reversal by the Supreme Court of Canada of the judgment of the Québec Court of
Appeal relating to the plan of arrangement, and (iii) certain termination rights available to the
parties under the definitive agreement dated June 29, 2007, as amended, governing the terms of the
transaction. The conditions to these approvals may not be satisfied, the other conditions to the
transaction may not be satisfied in accordance with their terms, and/or the parties to the
definitive agreement may exercise their termination rights, in which case the proposed
privatization transaction could be modified, restructured or terminated, as applicable. Failure to
complete the proposed privatization transaction could have a material adverse impact on the market
price of BCE’s shares.
The forward-looking statements contained in this material change report are made as of the date of
the material change and, accordingly, are subject to change after such date. Except as may be
required by Canadian securities laws, we do not undertake any obligation to update or revise any
forward-looking statements contained in this material change report, whether as a result of new
information, future events or otherwise. Additionally, we undertake no obligation to comment on
expectations of, or statements made by, third parties in respect of the proposed privatization
transaction. For additional information with respect to certain of these and other assumptions and
risks, please refer to BCE’s 2007 annual MD&A dated March 5, 2008 included in the Bell Canada
Enterprises 2007 Annual Report, BCE’s 2008 First Quarter MD&A dated May 6, 2008, as well as to the
definitive agreement dated June 29, 2007, as amended, and BCE’s management proxy circular dated
August 7, 2007, all filed by BCE with the Canadian securities commissions (available at
www.sedar.com) and with the U.S. Securities and Exchange Commission (available at www.sec.gov).
These documents are also available on BCE’s website at www.bce.ca.
 
5.2 Disclosure for Restructuring Transactions
N/A
 
Item 6
  Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
This report is not being filed on a confidential basis.
 
Item 7
  Omitted Information
None.
 
Item 8
  Executive Officer
Martine Turcotte
Chief Legal Officer
(514) 786-3891
 
Item 9
  Date of Report
May 29, 2008.