EXHIBIT 99.1



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In this Annual Information Form, Bell Canada is,
unless otherwise indicated, referred to as Bell, and comprises our Bell Wireline,
Bell Wireless and Bell Media segments. Bell Aliant means,
collectively, Bell Aliant Inc. and its subsidiaries.

All dollar figures are in Canadian dollars, unless
stated otherwise. The information in this Annual Information Form is as of
March 8, 2012, unless stated otherwise, and except for information in documents
incorporated by reference that have a different date.

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TABLE OF CONTENTS

|                                                             | ANNUAL
INFORMATION
FORM | PARTS OF MANAGEMENTS DISCUSSION
& ANALYSIS AND FINANCIAL STATEMENTS
INCORPORATED BY REFERENCE
(REFERENCE TO PAGES OF THE BCE INC.
2011 ANNUAL REPORT)
|------------------------------------------------------------ | ----------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|Caution Regarding Forward-Looking Statements                 | 2                       | 32-34; 54-69                                                                                                                                          
|Corporate Structure                                          | 4                       |                                                                                                                                                       
|Incorporation and Registered Offices                         | 4                       |                                                                                                                                                       
|Subsidiaries                                                 | 4                       |                                                                                                                                                       
|Description of Our Business                                  | 5                       |                                                                                                                                                       
|General Summary                                              | 5                       | 23-28; 32-36; 41-47                                                                                                                                   
|Strategic Imperatives                                        | 6                       | 29-31                                                                                                                                                 
|Our
Competitive Strengths                                    | 6                       |                                                                                                                                                       
|Marketing and Distribution Channels                          | 8                       |                                                                                                                                                       
|Our
Networks                                                 | 9                       | 32-34; 54-69                                                                                                                                          
|Our
Employees                                                | 12                      |                                                                                                                                                       
|Corporate Responsibility                                     | 13                      |                                                                                                                                                       
|Competitive Environment                                      | 15                      | 54-57                                                                                                                                                 
|Regulatory Environment                                       | 15                      | 58-61                                                                                                                                                 
|Intangible Properties                                        | 15                      |                                                                                                                                                       
|General Development of Our Business                          | 17                      |                                                                                                                                                       
|Three-Year History(1)                                        | 17                      |                                                                                                                                                       
|Our
Capital Structure                                        | 20                      |                                                                                                                                                       
|BCE Inc. Securities                                          | 20                      | 112-114                                                                                                                                               
|Bell Canada Debt Securities                                  | 21                      |                                                                                                                                                       
|Ratings for BCE Inc. and Bell Canada Securities              | 21                      |                                                                                                                                                       
|Ratings for Bell Canada Debt Securities                      | 22                      |                                                                                                                                                       
|Ratings for BCE Inc. Preferred Shares                        | 22                      |                                                                                                                                                       
|Outlook                                                      | 22                      |                                                                                                                                                       
|General Explanation                                          | 22                      |                                                                                                                                                       
|Explanation of Rating Categories Received for our Securities | 24                      |                                                                                                                                                       
|Market for our Securities                                    | 24                      |                                                                                                                                                       
|Trading of our Securities                                    | 25                      |                                                                                                                                                       
|Our
Dividend Policy                                          | 27                      |                                                                                                                                                       
|Our
Directors and Executive Officers                         | 28                      |                                                                                                                                                       
|Directors                                                    | 28                      |                                                                                                                                                       
|Executive Officers                                           | 30                      |                                                                                                                                                       
|Directors and Executive Officers Share Ownership           | 30                      |                                                                                                                                                       
|Legal Proceedings                                            | 31                      |                                                                                                                                                       
|Lawsuits Instituted by BCE Inc.                              | 31                      |                                                                                                                                                       
|Lawsuits Instituted Against BCE Group Companies              | 31                      |                                                                                                                                                       
|Other                                                        | 33                      |                                                                                                                                                       
|Interest of Management and Others in Material Transactions   | 34                      |                                                                                                                                                       
|Experts                                                      | 34                      |                                                                                                                                                       
|Transfer Agent and Registrar                                 | 34                      |                                                                                                                                                       
|For
More Information                                         | 35                      |                                                                                                                                                       
|Documents You Can Request                                    | 35                      |                                                                                                                                                       
|Other Information About BCE Inc.                             | 35                      |                                                                                                                                                       
|Schedule 1  Audit Committee Information                     | 36                      |                                                                                                                                                       
|Schedule 1A  Audit Committee Charter                        | 39                      |                                                                                                                                                       
|Schedule 2  Glossary                                        | 44                      |                                                                                                                                                       



|(1) | This section of the Annual Information Form also
incorporates by reference BCE Inc.s material change reports dated September 20,
2010 and April 1, 2011 with respect to the acquisition by BCE Inc. of the
remaining 85% interest in CTV Inc. (formerly CTVglobemedia Inc. and now named
Bell Media Inc.) it did not already own filed by BCE Inc. with the Canadian
securities regulatory authorities (available at www.sedar.com) and with the U.S.
Securities and Exchange Commission (available at www.sec.gov).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

BCE INC. | 2011 | ANNUAL INFORMATION FORM1

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CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made in this Annual
		Information Form including, but not limited to, our Fourth Generation
		(4G) Long-Term Evolution (LTE) wireless network and fibre-optic
		deployment plans, BCE Inc.s dividend policy, BCE Inc.s proposed
		acquisition of an ownership position in Maple Leaf Sports &
		Entertainment Ltd. and other statements that are not historical facts,
		such as our objectives, plans and strategic priorities, are
		forward-looking statements. A statement we make is forward-looking when
		it uses what we know and expect today to make a statement about the
		future. Forward-looking statements may include words such as aim,
		anticipate, assumption, believe, could, expect, goal, guidance, intend,
		may, objective, outlook, plan, project, seek, should, strategy, strive,
		targetand will. All such forward-looking statements are made
		pursuant to the safe harbour provisions of applicable Canadian
		securities laws and of the United States
Private Securities Litigation Reform Act of 1995.


Unless otherwise indicated by us, forward-looking statements
in this Annual Information Form describe our expectations at March 8, 2012 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, whether as a result of new information, future events or otherwise.

Forward-looking statements, by their very nature,
are subject to inherent risks and uncertainties and are based on several
assumptions, both general and specific, which give rise to the possibility that
actual results or events could differ materially from our expectations expressed
in, or implied by, such forward-looking statements and that our objectives,
plans and strategic priorities may not be achieved. As a result, we cannot
guarantee that any forward-looking statement will materialize and you are
cautioned not to place undue reliance on these forward-looking statements.
Forward-looking statements are presented in this Annual Information Form for the
purpose of assisting investors and others in understanding our objectives,
strategic priorities and business outlook, as well as our anticipated operating
environment. Readers are cautioned, however, that such information may not be
appropriate for other purposes.

Forward-looking statements made in this Annual
Information Form are based on a number of assumptions that we believed were
reasonable on March 8, 2012. Refer in particular to the section of BCE Inc.s
2011 managements discussion and analysis of financial condition and results of
operations (BCE 2011 MD&A) entitled Business Outlook and Assumptions
at pages 32 to 34of the BCE Inc. 2011 annual report (BCE 2011 Annual Report), for a discussion of
certain key economic,market and operational assumptions we
have used in making forward-looking statements, which section is incorporated by
reference herein. If our assumptions turn out to be inaccurate, our actual
results could be materially different from what we expect.

Important factors that could cause actual results or
events to differ materially from those expressed in, or implied by, the
above-mentioned forward-looking statements and other forward-looking statements
contained in this Annual Information Form include, but are not limited to:

- the intensity of competitive activity, including the
increase in wireless competitive activity resulting from Industry Canadas
licensing of advanced wireless services (AWS) spectrum to new wireless entrants
and their ability to launch or expand services, and the resulting impact on our
ability to retain existing customers and attract new ones, as well as on our
pricing strategies, average revenue per unit and financial results;
- the level of technological substitution contributing
to reduced utilization of traditional wireline voice services and the increasing
number of households that have only wireless telephone services;
- the increased adoption by customers of alternative
TV services;
- variability in subscriber acquisition and retention
costs based on subscriber acquisitions, retention volumes, smartphone sales and
subsidy levels;
- regulatory initiatives or proceedings (including
possible changes to foreign ownership restrictions), litigation, changes in laws
or regulations and tax matters;
- general economic and financial market conditions,
the level of consumer confidence and spending, and the demand for, and prices
of, our products and services;
- our ability to implement our strategies and plans in
order to produce the expected benefits, including our ability to continue
to implement our cost reduction initiatives and contain capital intensity while
seeking to improve customer service;



2BCE INC. | 2011 | ANNUAL INFORMATION FORM

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CAUTION REGARDING
FORWARD-LOOKING STATEMENTS



- our
ability to anticipate and respond to technological change, upgrade our networks
and rapidly offer new products and services;
- our failure to maintain network operating
performance including as a result of the significant increase in broadband
demand and in the volume of wireless data driven traffic;
- events affecting the functionality of, and our
ability to protect, maintain and replace, our networks, equipment, facilities,
information technology (IT) systems, software and other assets;
- our failure to implement, on a timely basis, or
maintain effective IT systems and the complexity and costs of our
IT environment;
- the complexity of our product offerings and pricing
plans;
- events affecting the ability of third-party
suppliers to provide to us, and our ability to purchase, essential products
and services;
- the quality of our network and customer equipment
and the extent to which they may be subject to manufacturing defects;
- ineffective management of changes resulting from
restructurings and other corporate initiatives and from the integration of
business units and business acquisitions;
- increased contributions to employee benefit plans;
- labour disruptions;
- capital and other expenditure levels, financing and
debt requirements and our ability to raise the capital we need to implement our
business plan, including for BCE Inc.s dividend payments and share buyback
program and to fund capital and other expenditures and generally meet our
financial obligations;
- our ability to discontinue certain traditional
services as necessary to improve capital and operating efficiencies;
- launch and in-orbit risks of satellites used by
Bell ExpressVu Limited Partnership;
- the theft of our satellite television services;
- Bell Media Inc.s significant dependence on
continued demand for advertising, and the potential adverse effect thereon from
economic conditions, cyclical and seasonal variations and competitive pressures,
and on securing commercially favourable distribution arrangements with
broadcasting distribution undertakings;
- the adverse effect of new technology and increasing
fragmentation in Bell Media Inc.s television and radio markets;
- royalties payable by Bell Media Inc. under licences
pursuant to the Copyright Actmay increase;
- health concerns about radio frequency emissions from
wireless devices;
- our ability to maintain customer service and our
networks operational in the event of the occurrence of environmental disasters
or epidemics, pandemics and other health risks;
- employee retention and performance;
- BCE Inc.s dependence on the ability of its
subsidiaries, joint ventures and other companies in which it has an interest
to pay dividends and make other distributions;
- there can be no certainty that dividends will be
declared by BCE Inc.s board of directors or that BCE Inc.s dividend policy
will be maintained;
- stock market volatility; and
- the expected timing and completion of the proposed
acquisition by BCE Inc. of an interest in Maple Leaf Sports & Entertainment Ltd.
is subject to closing conditions, termination rights and other risks and
uncertainties including, without limitation, any required regulatory and sports
league approvals.

These and other risk factors that could cause actual
results or events to differ materially from our expectations expressed in,
or implied by, our forward-looking statements are discussed throughout this
Annual Information Form and the BCE 2011 MD&A and, in particular, in the
sections of the BCE 2011 MD&A entitled Our Competitive Environment, Our
Regulatory Environmentand Risks that Could Affect Our Business and
Results, at pages 54 to 57, pages 58 to 61,
and pages 62 to 69, respectively, of the BCE 2011
Annual Report, which sections are incorporated by reference herein.

We caution readers that the risks described above
are not the only ones that could affect us. Additional risks and uncertainties
not currently known to us or that we currently deem to be immaterial may also
have a material adverse effect on our business, financial position or financial
performance.

Except as otherwise indicated by us, forward-looking
statements do not reflect the potential impact of any non-recurring or other
special items or of any dispositions, monetizations, mergers, acquisitions,
other business combinations or other transactions that may be announced or that
may occur after March 8, 2012. The financial impact of these transactions and
non-recurring and other special items can be complex and depends on the facts
particular to each of them. We therefore cannot describe the expected impact in
a meaningful way or in the same way we present known risks affecting
our business.



BCE INC. | 2011 | ANNUAL INFORMATION FORM
3

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CORPORATE STRUCTURE

INCORPORATION AND REGISTERED OFFICES

BCE Inc. was incorporated in 1970 and was continued
under the Canada Business Corporations Actin 1979. It is governed by
a certificate and articles of amalgamation dated August 1, 2004, by
a certificate and articles of arrangement dated July 10, 2006, by a certificate
and articles of amendment dated January 25, 2007 and by a certificate and
articles of amendment dated June 29, 2011. BCE Inc.s head and registered
offices are at 1 Carrefour Alexander-Graham-Bell, Building A, 8th Floor, Verdun,
Québec H3E 3B3.

SUBSIDIARIES

The table below shows BCE Inc.s main subsidiaries,
where they are incorporated or registered, and the percentage of voting and
non-voting securities that BCE Inc. beneficially owns or directly or indirectly
exercises control or direction over. BCE Inc. has other subsidiaries, but they
have not been included in the table because each represents 10% or less of our
total consolidated assets and 10% or less of our total consolidated operating
revenues. These other subsidiaries together represented 20% or less of our total
consolidated assets and 20% or less of our total consolidated operating revenues
at December 31, 2011.

|                                                    |                          | PERCENTAGE OF VOTING SECURITIES |    
|--------------------------------------------------- | ------------------------ | ------------------------------- | ---
|                                                    | WHERE IT IS INCORPORATED | THAT BCE INC. BENEFICIALLY HELD |    
|SUBSIDIARY                                          | OR REGISTERED            | AT DECEMBER 31, 2011            | (1)
|Bell Canada                                         | Canada                   | 100%                            |    
|Bell Mobility Inc. (Bell Mobility)                  | Canada                   | 100%                            |    
|Bell ExpressVu Limited Partnership (Bell ExpressVu) | Ontario                  | 100%                            |    
|Bell Media Inc. (Bell Media)                        | Canada                   | 100%                            |    



|(1) | BCE Inc. does not own any outstanding non-voting
securities issued by these subsidiaries.
|--- | -----------------------------------------------------------------------------------------

As at December 31, 2011, BCE Inc. and its
subsidiaries also owned 44.1% of the issued and outstanding voting securities of
Bell Aliant Inc. with the remaining interest publicly held.

Pursuant to an Amended and Restated Securityholders
Agreement dated January 1, 2011, entered into between Bell Aliant Inc., Bell Aliant
Regional Communications, Limited Partnership, Bell Aliant Regional
Communications Inc., 6583458 Canada Inc., BCE Inc. and Bell Canada, BCE Inc. has
the following rights with respect to Bell Aliant Inc. or Bell Aliant Regional
Communications Inc.:

- For so long as BCE Inc. and its subsidiaries own
a 30% or greater interest in Bell Aliant Inc., and provided that certain major
commercial agreements are in place, BCE Inc. has the right to direct Bell Aliant
Inc. with respect to the nomination of up to a majority of the directors of
Bell Aliant Inc. and has the right to appoint a majority of the directors of
Bell Aliant Regional Communications Inc.
- For so long as BCE Inc. and its subsidiaries own
a 20% or greater interest in Bell Aliant Inc., BCE Inc. also has the ability to
veto certain actions of Bell Aliant Inc. (such as certain material business
plans and corporate transactions, material changes in business, leverage in
excess of 2.5 times debt to earnings before interest, taxes, depreciation and
amortization, the appointment and change of the chief executive officer and
entering into material commercial agreements with our competitors).



4BCE INC. | 2011 | ANNUAL INFORMATION FORM

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DESCRIPTION OF OUR BUSINESS

GENERAL SUMMARY

BCE Inc. is Canadas largest communications company,
providing residential, business and wholesale customers with a wide range of
solutions to all their communications needs, including the following:
Bell Mobility wireless, high-speed Bell Internet, Bell Satellite TV and Bell Fibe TV,
Bell Home Phone local and long distance, and Bell Business Markets Internet
protocol (IP)-broadband and information and communications technology (ICT)
services. In 2011, we reported the results of our operations in four segments:
Bell Wireline, Bell Wireless, Bell Media and Bell Aliant. Bell, which
encompasses our core operations, is the largest local exchange carrier in
Ontario and Québec, and is comprised of our Bell Wireline, Bell Wireless and
Bell Media segments. Bell Media is a diversified Canadian multimedia company that, as
described in more detail below, holds assets in television, radio and
digital media. We also own a 44.1% interest in Bell Aliant Inc., the
subsidiaries of which include the incumbent carrier in Canadas Atlantic
provinces and in rural areas of Ontario and Québec.

On April 1, 2011, BCE Inc. acquired the remaining
85% interest in CTV Inc. (formerly CTVglobemedia Inc.) it did not already own
and launched Bell Media, a new business segment encompassing all CTV properties
and other Bell content assets. Bell Media holds conventional television, specialty television, radio
broadcasting and digital media assets. More specifically, Bell Media owns 28
conventional television stations across Canada, including CTV, Canadas leading
television network based on viewership, and owns and operates 30 specialty
television channels, including TSN and RDS. Bell Media also owns 33
radio stations throughout Canada, numerous websites including CTV.ca, TSN.ca,
RDS.ca, MuchMusic.com, MTV.ca, TheComedyNetwork.ca and the Sympatico.ca portal,
and Dome Productions Partnership, a provider of
sports and other event production and broadcast facilities. As at the
acquisition date, Bell transferred the portal assets from its wireline business
to the new Bell Media segment.

On January 1, 2011, Bell acquired xWave, a division
of Bell Aliant, specializing in IT professional services and advanced technology
solutions. Our reportable segments and consolidated results did not change as
a result of this acquisition by Bell.

In addition to our operating segments, we also hold
minority equity interests in entities that operate the Montréal Canadiens Hockey
Club and the Bell Centre in Montréal.

On December 9, 2011, BCE Inc. announced it had, in
a joint ownership arrangement with Rogers Communications Inc. (Rogers), agreed
to purchase a net 75% ownership position in Maple Leaf Sports & Entertainment
Ltd. (MLSE) from Ontario Teachers Pension Plan Board (Teachers).

More information with respect to the proposed
acquisition of an interest in MLSE and with respect to the above-mentioned
acquisitions of CTV Inc. and xWave can be found under General Development of
Our Business  Three-Year History.

For the year ended December 31, 2011, we generated
consolidated operating revenues of $19,497 million and consolidated net earnings
of $2,574 million.

The table below shows the operating revenues that
each segment contributed to total operating revenues for the years ended
December 31, 2011 and 2010.

|                           |        |     | OPERATING REVENUES (IN $ MILLIONS) |  
|-------------------------- | ------ | --- | ---------------------------------- | -
|SEGMENT                    | 2011   |     | 2010                               |  
|Bell Wireline              | 10,621 |     | 10,948                             |  
|Bell Wireless              | 5,231  |     | 4,906                              |  
|Bell Media                 | 1,542  | (1) |                                   |  
|Inter-segment eliminations | (261   | )   | (185                               | )
|Bell                       | 17,133 |     | 15,669                             |  
|Bell Aliant                | 2,775  |     | 2,808                              |  
|Inter-segment eliminations | (411   | )   | (408                               | )
|Total Operating Revenues   | 19,497 |     | 18,069                             |  



|n.m.: not meaningful
|--------------------
|(1)                 

Some of our segments revenues vary slightly by
season. For more information, refer to the sections entitled 2011 Operating
Highlightsand Financial Results Analysisin the BCE 2011 MD&A, at
pages 35 to 36and pages 41 to 47,
respectively, of the BCE 2011 Annual Report, which sections are incorporated by
reference herein.



BCE INC. | 2011 | ANNUAL INFORMATION FORM
5

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DESCRIPTION OF OUR BUSINESS



Additional information regarding our business
operations and the products and services we provide can be found in the section
entitled About Our Businessin the BCE 2011 MD&A, at pages 23 to
28of the BCE 2011 Annual Report, which section is incorporated by
reference herein.

Finally, additional information regarding the
business outlook of our Bell Wireline, Bell Wireless, Bell Media and Bell Aliant
segments can be found in the section entitled Business Outlook and
Assumptionsin the BCE 2011 MD&A, at pages 32 to 34of the BCE 2011 Annual Report, which section is incorporated by reference
herein.

STRATEGIC IMPERATIVES

Our goal is to be recognized by customers as
Canadas leading communications company. Our primary business objective is to
maximize subscribers, revenues, operating profit, free cash flow and return on
invested capital by further enhancing our position as the foremost provider in
Canada of comprehensive communications services to residential and business
customers. We seek to take advantage of opportunities to leverage our networks,
infrastructure, sales channels, and brand and marketing resources across our
various lines of business to create value for both our customers and
other stakeholders.

Our strategy to deliver a better customer experience
centres on our disciplined focus on our five existing strategic imperatives
along with the addition of a new imperative to Expand Media Leadership
following our acquisition of CTV and the formation of Bell Media. The six strategic
imperatives that underlie our business plan are:

1. Invest in Broadband Networks and Services

2. Accelerate Wireless

3. Leverage Wireline Momentum

4. Expand Media Leadership

5. Achieve a Competitive Cost Structure

6. Improve Customer Service

Additional information regarding our strategic
imperatives can be found in the section entitled Strategic Imperativesin
theBCE 2011 MD&A, at pages 29 to 31of the BCE 2011 Annual Report, which section is incorporated by reference
herein.

OUR COMPETITIVE STRENGTHS

Canadas Largest Communications Company

We are Canadas largest communications company
offering a broad scope of products and services:

- We are the largest local exchange carrier in Canada.
We operate an extensive local access network in the urban areas of Ontario and
Québec, including in the greater metropolitan areas of Toronto and Montréal, the
two most populous cities in the country. We offer a complete suite of wireline
voice, wireless communication, Internet access, data and video product and
service offerings to residential, business and wholesale customers;
- Bell operated approximately 6.1 million network
access lines, principally in Ontario and Québec, and continued to hold over
60% of the market share at December 31, 2011;
- We are the second largest wireless operator in
Canada based on the number of subscribers, providing more than 7.4 million
subscribers with nationwide wireless service at December 31, 2011;
- We are the largest digital television provider in
Canada, nationally broadcasting more than 500 all-digital TV and audio channels
and a wide range of domestic and international programming to approximately
2.1 million subscribers at December 31, 2011 through our direct-to-home (DTH)
satellite service and Fibe TV, our new IP television (IPTV) service launched in
September 2010;
- We are the largest Internet service provider in
Canada, providing approximately 2.1 million customers at December 31, 2011 with
high-speed Internet access through digital subscriber line (DSL), fibre-optic or
wireless broadband technology;
- Our Business Markets unit serves the communications needs of Canadian businesses. In addition
to Internet access, some of the services offered by Bell Business Markets
include IP-based Services, ICT Solutions, Professional Services, Managed
Services and Infrastructure Services as well as legacy data services; and
- Bell Aliant, the incumbent local exchange carrier in
Atlantic Canada and rural areas of Ontario and Québec, operated approximately
2.6 million network access lines at December 31, 2011.



6BCE INC. | 2011 | ANNUAL INFORMATION FORM

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DESCRIPTION OF OUR BUSINESS



Our large customer base and our ability to sell
through a variety of distribution channels, as discussed in more detail under
Marketing and Distribution Channels,
are key competitive advantages.

Strength in Wireless

Our wireless segment provides wireless services over
technologically advanced wireless networks that are available to virtually all
of the Canadian population. We offer a broad range of wireless voice and data
communications products and services to residential and business customers
through our portfolio of targeted brands, including Bell, Virgin Mobile and Solo
Mobile.

Wireless is a key growth segment for Bell and we
have established strategic priorities seeking to further enhance our offerings.
Bell is focused on capturing an increasing share of new wireless customers
through growing points of presence, improved sales execution and increased
value-added service offerings. We also believe our priorities for improved
customer experience at all touch points, enhanced network quality and data
speeds, and an expanded handset offering should improve our ability to attract
and maintain wireless customers. With the launch of a national high-speed packet
access plus network (HSPA+ network) in November 2009 and the launch, in the
second half of 2011 and in February 2012, of 4G LTE wireless service in 14 urban
centres across Canada, we are able to offer one of the broadest ranges of choice
in wireless smartphones in Canada, along with extensive North American and
international coverage. Furthermore, our acquisition in 2009 of substantially
all of the assets of national electronics retailer The Source and its
approximately 700 retail stores nationally, gives us an increased presence in
Canadas highest-traffic mall locations and effectively increases the number of
places where customers can buy Bell products and services. We also believe that
full ownership of Virgin Mobile Canada (Virgin) enhances our competitive market
position by allowing us to compete more effectively with the Canadian industrys
other flanker brands as well as the newer wireless entrants.

Incumbent Service Provider with Market Leadership Position

We leverage our market leadership position and our
broad suite of product offerings as a foundation for the other products and
services we offer, providing us with a significant number of established
customer connections to drive uptake of new products and services, either
through bundled offerings or on a stand-alone basis, and to improve customer
retention. Bell Fibe TV, our new IPTV service launched in September 2010, is
driving strong multi-product bundle sales as we continue to expand our service
footprint in communities across Ontario and Québec. The number of triple-play
households  those that buy Home Phone, TV and Internet  increased 11% in 2011
due to the positive impact of Fibe TV.

Our Business Markets unit is also a consistent
market-leading performer having established relationships with a majority
of Canadas 1,000 largest corporations. Our Business Markets unit continues to
deliver network-centric ICT solutions to large business and public sector
clients that increase the value of connectivity services, which helps drive
overall performance for Bell.

Ability to Leverage Significant Media Assets

Our acquisition on April 1, 2011 of the remaining
85% interest in CTV (now Bell Media) that we did not already own provided us
with significant media assets. Acquiring Bell Medias range of video content
enhances the execution of our strategic imperatives by leveraging our
significant broadband network investments, accelerating Bells video growth
across all four screens, and achieving a competitive cost structure. Full
ownership of Bell Media enables Bell to maximize strategic and operating
synergies with Bell Media, including the efficiency of our content and
advertising spend.

Through Bell Media, our key competitive advantage in
the television and radio broadcasting businesses is our position as the leading
multimedia company in Canada with the following assets in television, radio and
digital:

- we own 28 conventional television stations,
including CTV, Canadas leading television network based on viewership and lead
broadcaster of the London 2012 Olympic Games;
- we own and operate 30 specialty television channels,
including TSN, Canadas leading specialty channel based on viewership and RDS,
Canadas leading French-language specialty channel also based on viewership. Our
specialty channels offer more thematic depth and choice than any other specialty
group;
- we lead in top 20 programming (The Big Bang Theory,
American Idol, Greys Anatomy) and big event programming (Super Bowl, Academy
Awards, Golden Globes);
- our 33 radio stations reach on average per week
8 million listeners from coast to coast; and
- we own and operate one of the biggest properties in
the Canadian online landscape. We rank second only to Google (which includes
YouTube) for total video views, third in total time spent viewing video, and
fifth in total unique visitors among all online properties in Canada.



BCE INC. | 2011 | ANNUAL INFORMATION FORM7

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DESCRIPTION OF OUR BUSINESS



In addition to our industry leading position, our
competitive strengths include our broad reach across Canada, our ability
to acquire top programming for both conventional and specialty television, our
constant drive to provide the most engaging and interactive experience for
viewers, and our ability to serve the needs of advertisers across multiple
platforms.

MARKETING AND DISTRIBUTION CHANNELS

The guiding principle driving our marketing strategy
is to offer our clients the ultimate in reliable, simple and accessible
telecommunications services. In doing so, our objective is to increase customer
acquisition, retention and loyalty through multiple service offerings.

Through the Bell Bundle, which combines wireline
local voice and long distance, high-speed Internet, TV and wireless services,
our goal is to use a quadruple-play product offering to achieve competitive
differentiation by offering a premium, integrated set of services that provides
customers more freedom, flexibility and choice. We also make use of limited-time
promotional offers featuring discounted rate plans, special rates on wireless
handsets and video receivers, as well as other incentives, to stimulate customer
acquisition and winbacks or to respond to competitive pressures in our markets.

We focus our marketing efforts on a coordinated
program of television, print, radio, Internet, outdoor signage, direct mail and
point-of-sale media promotions. We engage in mass-market advertising in order to
maintain our brand and support direct and indirect distribution channels.
Coordinated marketing efforts throughout our service area ensure that our
marketing message is presented consistently across all of our markets. Promoting
the Bell brand is complemented by the companys other brand marketing efforts,
reinforcing the awareness of all our services and capitalizing on the size and
breadth of our customer base across all product lines.

The Bell brand plays a key role in product
positioning. Our branding is straightforward and benefit-focused, and directly
supports our strategy of delivering a better customer experience at every level.

Specifically for wireless, acquiring and retaining
high-value postpaid subscribers is a key marketing focus, as we leverage our
network advantage and suite of leading-edge devices and services to drive higher
usage and increased adoption of data services. We subsidize the sale of wireless
handsets  a practice also used by other Canadian wireless operators. Research
has shown that a key driver of customer acquisition is handset selection and
style. This factor is increasingly important as handset life cycles shorten. Our
current wireless device portfolio includes many leading-edge devices, some
launched as exclusive to Bell. As the Canadian wireless market further matures
and competition intensifies as a result of Industry Canadas licensing of AWS
spectrum to new entrants in 2008, customer retention is becoming increasingly
important. Accordingly, we employ customer retention initiatives aimed at
increasing our customers level of satisfaction and loyalty.

Our acquisition on July 1, 2009, of substantially
all of the assets of national electronics retailer The Source, which are now
held by Bell Canadas wholly-owned subsidiary The Source (Bell) Electronics
Inc., has added approximately 700 retail stores, most of them in high-traffic
mall locations, increasing Bells national distribution footprint.

Bell delivers its products and services to
residential customers through:

- a network of corporate and dealer-owned Bell,
Bell Mobility and Virgin Mobile retail locations;
- The Source (Bell) Electronics Inc.s approximately
700 retail locations;
- national retailers such as Future Shop, Best Buy,
Wal-Mart, Wireless Wave, T-Booth, Wireless Etc., Loblaws and a network
of regional and independent retailers in all regions;
- call centre representatives; and
- the bell.ca and virginmobile.ca websites.

Residential customers can buy all or some of Bells
products and services through call centres, retail stores, sales representatives
and our web portals.

Bell also offers customers the convenience of One
Bill for Home Phone, Internet, TV and wireless services with a single point
of contact.



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DESCRIPTION OF OUR BUSINESS



Communications products and services, other than
wireless, for Bells business customers are delivered by the Bell Business
Markets unit. Products and solutions are sold to small, mid-sized and large
business customers through web portals, call centres, dedicated sales
representatives, as well as select value-added resellers. We intend to continue
to differentiate ourselves in the marketplace by enhancing our customer service
levels and our offer breadth by introducing unique fee-based service offerings
in the market. Much of the procurement of our customers in this segment is
completed through competitive bids that we win. In addition to basic
communications services, the Bell Business Markets unit bundles products,
services and professional services into fully managed, end-to-end, information
and technology business solutions for its customers. It also partners with third
parties to bid on and sell complex business solutions. We are focusing on
increasing the number of customers and the breadth of business solutions sold to
these customers.

Bells wireless products and services are delivered
to business customers by Bell Mobility through the same channels as those
previously described for Bell Mobility services with respect to residential
customers. In addition, Bells business customers are served by Bells
nationwide sales team responsible for the sale of wireless products and services
to business customers as well as the execution of sales contracts.

Communications products and services for Bells
wholesale business are delivered by Bells Wholesale unit. They are sold through
our dedicated sales representatives, web portals and call centres.

Bell Medias television customer base is comprised
primarily of large advertising agencies, which place advertisements with
Bell Media on behalf of their customers. Bell Media has contracts with a variety
of broadcasting distribution undertakings (BDUs), under which monthly
subscription fees for specialty television services are earned. Bell Medias
radio broadcast customer base is comprised of both advertising agencies and
businesses in local markets. Bell Medias conventional television networks are
delivered to Canadians through over-the-air broadcast transmission and through
distribution by BDUs. Bell Medias specialty television channels are delivered
through distribution arrangements with BDUs, and its radio stations are
distributed through over-the-air transmission. In addition to these primary
distribution channels, Bell Media additionally distributes certain of its
television and radio programming through a variety of non-traditional means,
such as mobile, Internet streaming on its family of websites, including
Sympatico.ca, and in-flight programming.

Bell Aliant sells its products and services through
call centre representatives, independent dealer stores (certain of which are
full service and certain of which sell small and mid-sized business products),
value-added resellers and its family of websites. In addition to these channels,
Bell Aliant sells products and services to larger business customers through
dedicated sales representatives and competitive bids. As well, Bell Aliant
facilitates customer payments at numerous payment locations in New Brunswick,
Nova Scotia, Prince Edward Island and Newfoundland and Labrador. During 2011,
Bell Aliant continued to implement measures to simplify and improve various
types of customer interactions.

OUR NETWORKS

The telecommunications industry is evolving rapidly
as the industry continues to move from multiple service-specific networks to
IP-based integrated communications networks where voice, data and video traffic
all travel on a single network. Bell and Bell Aliant continue to work with key
vendor partners to expand their national multi-services IP-enabled networks.

Bells communications networks provide wireline and
wireless, voice, data and video services to customers across Canada.

Bells infrastructure includes:

- national transport networks for voice, data and
video traffic, including Internet traffic;
- urban and rural access networks and infrastructures
for delivering services to customers; and
- national wireless networks that provide voice, data
and video services.

Wireline

Our national voice and data network consists of an
optical fibre network, with built-in redundancy and fault protection. It reaches
all major Canadian metropolitan centres, as well as New York, Chicago,
Washington/Ashburn, Buffalo, San Francisco/Palo Alto and Seattle in the United
States.



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DESCRIPTION OF OUR BUSINESS



Bells network in major Canadian cities provides
state-of-the-art high-speed access at gigabit speeds based on IP technology.
Bell and Bell Aliant operate a national IP multi-protocol label switching
network with international gateways to the rest of the world. This network
delivers next-generation, business grade Internet protocol virtual private
network (IPVPN) services that connect our customers offices and data centres
throughout Canada and around the world. The IPVPN service is the foundation
platform required for the delivery of ICT solutions that add value and
efficiencies to customers businesses. These technology solutions include voice
over Internet protocol/IP Telephony, IP videoconferencing, IP call centre
applications and other future IP-based applications. In addition, Bell and Bell Aliant
maintain extensive copper and voice-switching networks that provide traditional
local and interexchange voice and data services to all business and residential
customers in Ontario, Québec and the Atlantic provinces.

Bell has been upgrading the access infrastructure by
deploying fibre closer to its residential customers using fibre-to-the-node (FTTN)
technology. In parallel, Bell has also been deploying high-speed fibre access
directly to new condominiums and other multiple-dwelling units (MDUs),
throughout the Québec-Windsor corridor, under a fibre-to-the-building (FTTB)
initiative.

On February 4, 2010, Bell Canada announced several
initiatives supporting its strategic imperative to invest in broadband networks
and services.

First, Bell Canada announced a three-year plan to
deploy high-speed fibre-to-the-home (FTTH) technology across the Québec City
region. In our view, FTTH, in which optical fibre cables are used to connect
each and every home, is the ideal network architecture to address the growing
needs of our customers, and to support future bandwidth-demanding IP services
and applications. One of the first FTTH deployments in Canada, Bell Canadas
Québec City region initiative is the largest city-wide FTTH rollout in the
country to-date. Since the Québec City region is served largely by aerial
infrastructure, above-ground wiring on utility poles, these extensive fibre
deployments can be accomplished much faster and more economically than in
centres with underground infrastructure.

Bell Canada also announced its plan to deploy FTTH
to all new urban and suburban housing developments in Ontario and Québec, which
began in the second half of 2010. This is in addition to Bell Canadas ongoing
deployment of FTTB to MDUs.

On February 4, 2010, Bell Canada also announced that
its new Bell Fibe Internet service was available in the Montréal and Greater
Toronto areas, providing users with higher download speeds of up to 25 megabits
per second (Mbps). Fibe Internet employs advanced tools to proactively monitor
and optimize speed and offers comprehensive security features including parental
controls, pop-up blocker, privacy control, Wi-Fi protection, fraud protection
and online storage.

On September 13, 2010, Bell Canada announced the
launch of Bell Fibe TV, its advanced IPTV service, in several Toronto and
Montréal neighbourhoods. Since that time, we have significantly expanded our
Fibe TV service footprint, which now encompasses approximately 2 million
households across Montréal and Toronto. Delivered over our advanced high-speed
fibre-optic network and powered by Microsofts Mediaroom multimedia software,
Fibe TV complements our national TV satellite service and expands television
choice and competition in major urban markets where cable has dominated. Bell Fibe TV
offers a wide range of flexible programming options and innovative features,
including a whole-home personal video recorder (PVR), the ability to record
multiple programs simultaneously, a picture-in-picture program guide, advanced
search capabilities, and the fastest channel change capability on the market
today. Unlike cable, Fibe TVs advanced IP-based software technology makes
possible many of these features and allows us to leverage Internet content and
applications into the television environment.

On July 7, 2009, Bell Aliant, with the support of
the Government of New Brunswick, announced a $60 million investment to fully
deploy FTTH technology in Fredericton and Saint John by mid-2010. This
investment, which is now completed, has brought an advanced broadband network
using 100% fibre-optic technology, directly to 70,000 homes and businesses in
these two cities, allowing Bell Aliant to deliver its new FibreOP branded FTTH
broadband services. Bell Aliant announced and launched FibreOP services in
various locations in Atlantic Canada throughout 2010 and 2011.

On May 28, 2010, Bell Aliant, with the support of
the Government of Nova Scotia, announced that its FibreOP services would be
introduced in Nova Scotia. On September 29, 2010, Bell Aliant and the Government
of Prince Edward Island announced that FibreOP services would be introduced in
Prince Edward Island. On April 7, 2011, Bell Aliant announced that its FibreOP
services would be introduced in Newfoundland and Labrador. The virtually 100%
aerial nature of Bell Aliants network infrastructure and the relatively low
population densities in Atlantic Canada make the cost of FTTH and FTTN very
similar in these markets.

On April 13, 2011, Bell Aliant launched its next
generation of Internet and TV service with FibreOP 2.0. FibreOP 2.0 introduces
more speed and functionality to customers for the same price. FibreOP 2.0 TV
also provides enhanced functions and features for TV. Existing FibreOP Internet
customers will be upgraded to the new FibreOP 2.0 Internet product with no
additional fees or need for an equipment upgrade. Bell Aliant also plans to
upgrade existing Bell Aliant TV customers and FibreOP TV customers to the new
TV product.



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DESCRIPTION OF OUR BUSINESS



As of the end of 2011, Bell Aliants FibreOP
services were available to 458,000 homes and businesses in Atlantic Canada,
while Bell Aliants high-speed Internet service was available to over 85% of
homes in Bell Aliants operating territory.

Our forward-looking statements referred to in this
section relating to plans to deploy FTTN and FTTH assume, in particular, that
municipal consents required by us in order to install network equipment on
municipal property will be issued on a timely basis. The failure by
municipalities to issue such consents or to issue such consents in accordance
with our schedules could result in our inability to deploy FTTN or FTTH in
certain areas or in significant delays in our pace of FTTN or FTTH deployment.
In addition, our forward-looking statements referred to in this section relating
to plans to deploy FTTN, FTTH and FTTB assume the availability of the required
capital which, in turn, is based on our ability to either generate cash flows
from operations or raise financing. Our ability to generate cash flows from
operations depends on our business performance which, in turn, is based on
certain key economic, market and operational assumptions that are discussed in
the section entitled Business Outlook and Assumptionsin the BCE 2011
MD&A, at pages 32 to 34of the BCE 2011 Annual Report,
which section is incorporated by reference herein. Our ability to generate cash
flows from operations is also subject to various risks, which could affect our
business, including competitive, regulatory, technological, economic and
financial risks. Our ability to raise financing depends on our ability to access
the public equity and debt capital markets and the bank credit market which, in
turn, is based on prevailing market conditions and the outlook for our business
and credit ratings at the time the capital is raised. Refer to the sections
entitled Our Competitive Environment, Our Regulatory Environmentand Risks that Could Affect Our Business and Resultsin the BCE 2011 MD&A, at
pages 54 to 57, pages 58 to 61, and
pages 62 to 69, respectively, of the BCE 2011 Annual
Report, which sections are incorporated by reference herein, for a description
of risks that could affect our business and our ability to generate cash flows
from operations, and to the risk entitled If we are unable to raise the
capital we need, we may need to limit our capital expenditures or our
investments in new businesses, or try to raise capital by disposing of assets
for a description of risks that could affect our ability to raise financing.

Wireless

Bell provides wireless connectivity through the use
of its own wireless facilities as well as the facilities of other wireless
carriers that Bell may access through contractual arrangements.

We have deployed and operate a number of
nationwide wireless broadband networks compatible with global standards that
deliver high-quality and reliable voice and high-speed data services. Our
wireless HSPA+ network, launched in November 2009, offers high-speed mobile
access of up to 21 Mbps to over 97% of the Canadian population and covers
thousands of cities and towns in both urban and rural locations. The HSPA+
network supports global roaming, as well as a wide range of smartphones, data
cards, universal serial bus (USB) sticks, tablets and other leading-edge mobile
devices. Our HSPA+ network also supports international roaming in more than 200
countries, including a preferred roaming agreement with AT&T Inc., the largest
HSPA operator in the United States. The vast majority of the site connectivity
for the new HSPA+ network was built with high-speed fibre and an all-IP
architecture for enhanced reliability. In November 2010, Bell became the first
wireless company in North America to deploy leading-edge dual cell technology,
which doubles the speed of HSPA+ mobile data service from up to 21 Mbps to as
high as 42 Mbps when using USB-capable modem devices. At December 31, 2011, 42
Mbps dual cell service was available to over 70% of the Canadian population.

Bell was also the first wireless service provider in
Canada to launch a 4G LTE network in the Greater Toronto Area in September 2011,
offering mobile Internet data access speeds as fast as 75 Mbps with typical
speeds ranging from 12 to 25 Mbps. At December 31, 2011, Bell had deployed its
4G LTE network in certain areas of the Greater Toronto Area (including
Mississauga), Hamilton, Kitchener-Waterloo, Guelph, Belleville, Yellowknife and
Halifax-Dartmouth. In February 2012, we expanded our LTE mobile network to seven
more urban centres across Canada, including Montréal, Québec City, Ottawa,
London, Calgary, Edmonton and Vancouver. We intend to expand service to more
Canadian cities and towns in 2012.

In addition to our LTE and HSPA+ networks, we
operate a national 3G code division multiple access (CDMA) evolution, data
optimized (EVDO) network covering 99% of Ontarios and Québecs populations and
approximately 97% of Atlantic Canadas population at December 31, 2011. Our CDMA
network also covers major cities in the provinces of Alberta and British
Columbia. At the end of 2011, Bells EVDO network covered over 90% of the
Canadian population. EVDO delivers high-speed mobile services with data-rich
content such as e-mail, video messaging, gaming, video conferencing, telematics
and streaming entertainment. Bell plans to continue operating its CDMA network
for the foreseeable future.

Bell Mobility also operates approximately 2,000
public Wi-Fi hotspots at McDonalds, Starbucks and Indigo retail outlets across
Canada, in addition to hundreds of thousands of Wi-Fi hotspots managed through
our Bell Business Markets unit at enterprise customer locations.

With our multiple high-speed data networks, we are
able to offer Canadian consumers a broad range of choice in wireless smartphones,
including devices from Apple, RIM, Samsung, HTC and LG, as well as other
smartphones, touch screen tablets and other devices designed for data services
such as e-mail, messaging, Internet access and social networking.



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DESCRIPTION OF OUR BUSINESS



OUR EMPLOYEES

The table below shows the number of our employees as
at December 31, 2011, 2010 and 2009.

|NUMBER OF EMPLOYEES AT DECEMBER 31 | 2011   |     | 2010   |     | 2009   | 
|---------------------------------- | ------ | --- | ------ | --- | ------ | 
|Bell Wireline segment              | 34,800 |     | 35,100 |     | 34,800 | 
|Bell Wireless segment              | 7,750  |     | 8,300  |     | 8,000  | 
|Bell Media segment                 | 6,000  |     |       |     |       | 
|Bell Aliant segment                | 6,700  | (1) | 6,800  |     | 8,100  | 
|Total                              | 55,250 | (2) | 50,200 | (3) | 50,900 | 



|(1) | The total number of Bell Aliant employees at the end
		of 2011 was 6,700 compared with 6,800 on December 31, 2010, due mainly
		to voluntary retirement incentives offered to certain unionized staff
		and further reductions of Bell Aliants management workforce.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The total number of Bell employees at the end of
		2011 was 48,550, which included 6,000 employees at Bell Media and 3,700
		employees at The Source (Bell) Electronics Inc., compared with 43,400 on
		December 31, 2010, which included 3,400 employees at The Source (Bell)
		Electronics Inc. The increase in Bells headcount was primarily the
		result of the acquisition on April 1, 2011 of CTV.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(3) | The total number of Bell employees at the end of
2010 was 43,400, which included 3,400 employees at The Source (Bell) Electronics
Inc., compared with 42,800 on December 31, 2009, which included 3,500 employees
at The Source (Bell) Electronics Inc. The increase was due primarily to a higher
headcount in our Bell Wireless segment, and in our network and field operations
units, in order to support our significant wireless subscriber growth and
smartphone adoption over 2010, broadband fibre development activities, IPTV
rollout, and ongoing service quality initiatives. This was partly offset by a
reduced workforce, year over year, in our Bell Residential and Bell Business
Markets units, driven by employee departures, attrition, and other targeted
reductions brought about by further operating efficiencies and productivity
improvements.

Approximately 45% of the BCE group employees are
represented by unions and are covered by collective agreements.

The following collective agreements covering 100 or
more employees were ratified in 2011 or early 2012:

- the collective agreements covering approximately
	3,690 Bell Technical Solutions (BTS) employees in Québec and Ontario set to
	expire in May 2014 were renewed early and will be in effect until May 6,
	2018;
- the new collective agreement between the
	Communications, Energy and Paperworkers Union of Canada (CEP) and Bell
	Canada covering approximately 810 communications sales employees was
	ratified on July 27, 2011 and will be in force until December 31, 2013;
- the collective agreement between Northwestel
	Inc. and the International Brotherhood of Electrical Workers covering
	approximately 395 clerical and craft employees expired on December 31, 2010.
	A tentative agreement was ratified on January 14, 2011 and the new agreement
	will last until December 31, 2013;
- the collective agreement between the CEP and
	Telebec, Limited Partnership covering approximately 220 clerical employees
	was ratified and will be in force until November 1, 2014;
- the new collective agreement between the CEP and
	Expertech Network Installation Inc. (Expertech) covering approximately 175
	clerical employees was ratified on April 1, 2011 and will be in force until
	November 30, 2014;
- the collective agreement between the CEP and
	NorthernTel, Limited Partnership (NorthernTel) covering approximately 132
	craft and clerical employees has been renewed and will be in force until
	February 28, 2014; and
- the collective agreement between the CEP and
	Bell Canada (Information and Communications Technology) covering
	approximately 125 clerical employees that was set to expire on May 31, 2011,
	was renewed and will apply until May 31, 2014.

The following collective agreements covering 100 or
more employees will expire in 2012:

- the collective agreement between the CEP and
Bell Canada covering approximately 4,585 craft employees will expire
on November 30, 2012;
- the collective agreement between the United Steel
Workers of America (USWA) and Nordia Inc. covering approximately
775 craft employees will expire on December 31, 2012;
- the collective agreement between the CEP and Bell Aliant
Regional Communications Inc. covering approximately 155 clerical employees will
expire on May 31, 2012;
- the collective agreement between the CEP and
Bell Media for TV station CFCF covering approximately 140 craft employees
will expire on December 31, 2012; and
- the collective agreement between the USWA and The
Source (Bell) Electronics Inc. covering approximately 125 craft employees will
expire on April 30, 2012.



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DESCRIPTION OF OUR BUSINESS



The following describes the status of collective
agreements covering 100 or more employees that have already expired:

- the collective agreement between the CEP and
Expertech covering approximately 1,360 craft employees expired on November 30,
2011. A second collective agreement proposal was tabled for ratification on
February 17, 2012. Results of the ratification vote will be known on or about
March 27, 2012;
- the collective agreement between the CEP and Bell Aliant
Regional Communications, Limited Partnership (Bell Aliant LP) covering
approximately 650 craft employees expired on November 30, 2011. Negotiations are
ongoing.

A notice to bargain has been served for the
following Bell Media collective agreements and bargaining will begin in the
coming weeks or is already under way:

- the collective agreement between the CEP and CTV Agincourt covering
approximately 490 craft employees; and
- the collective agreement between the CEP and CTV Calgary/Edmonton (Alberta)
covering approximately 290 craft employees.

The CEP was certified on March 1, 2011 to represent
approximately 105 Bell ExpressVu broadcast employees working in the Toronto
region of Ontario. Notice to bargain was served on April 4, 2011 and bargaining
of a first collective agreement is ongoing.

CORPORATE RESPONSIBILITY

We are committed to the highest standards of
corporate responsibility and we seek to integrate environmental, social and
economic considerations into our business decisions. We engage with stakeholders
to identify opportunities to create benefits for both society and us while
minimizing, where we can, any negative impact our activities may generate. In
line with this commitment, in 2006, we adopted a resolution to support the
United Nations Global Compact, a set of universal principles addressing human
rights, labour, environmental and anti-corruption issues.

In 2012, BCE Inc.s corporate responsibility
strategy, including security, environmental and health and safety (SEHS) risks
and opportunities, will be overseen by the Security, Environmental and Health &
Safety Oversight Committee, an officer level committee. This new committee will
combine the mandates of the former Corporate Responsibility Oversight Committee
and the Security Oversight Committee while adding increased visibility to the
health and safety aspects. The committees role is to ensure that BCE Inc.s
corporate strategies on SEHS are well integrated and aligned across all parts
of its business, with the intent of minimizing financial and reputational risks
and maximizing business opportunities.

BCE Inc. has implemented a range of social and
environmental policies which are supported by various programs and initiatives.
These policies address issues of importance to our many stakeholders including:
preventing conflicts of interest; protecting company assets; safeguarding
privacy and confidentiality; treating clients, business partners, team members
and competitors with respect and honesty; fostering a diverse and safe
workplace; and, protecting the environment. The policies include amongst others:

- Code of Business Conduct
- Bell Privacy Statement
- Bell Code of Fair Information Practices
- Environmental Policy
- Supplier Code of Conduct

In 2011, BCE Inc. was listed on the Global 100 Most
Sustainable Corporations in the World, and is part of socially responsible
investment indices such as the FTSE4Good Index and the Jantzi Social Index.

Bell Canada is an active member of the Global
e-Sustainability Initiative (www.gesi.org), an international organization that
promotes sustainable development in the ICT industry. Part of its involvement
includes the promotion of ICT as a solution to climate change by enabling travel
reduction and dematerialization. Monitoring and reducing energy consumption is
a key priority at Bell Canada because of its positive impact on the environment
and the economy. We report on our carbon footprint and carbon reduction
initiatives through the Carbon Disclosure Project since the early beginnings in
2004. In 2011, for the fifth time in 6 years, Bell Canada was recognized as
a Climate Disclosure Leader by the Carbon Disclosure Project.

Details of these policies, and performance of our
programs and initiatives, can be found under the heading Responsibility
on BCE Inc.s website at www.bce.ca.



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DESCRIPTION OF OUR BUSINESS



Community

Bell Canada is committed to advancing mental health
across Canada through the Bell Lets Talk mental health initiative. Mental
illness affects millions of Canadians yet this major health issue remains
significantly underfunded, misunderstood and stigmatized. With 1 in 5 Canadians
expected to suffer from the disease, everyone has a family member, friend or
colleague who has struggled with mental illness. The impact on the Canadian
economy is staggering with an estimated $51 billion each year in lost
productivity and approximately 500,000 Canadians absent from work each day due
to mental health issues.

On September 21, 2010, Bell Canada announced its
five-year, $50 million initiative supporting an extensive range of programs to
enhance mental health in every aspect of Canadian life. The Bell Lets Talk
mental health initiative has 4 action pillars: anti-stigma, enhanced care and
access, new research and workplace leadership. This initiative is the
largest-ever corporate effort to promote mental health in Canada.

During 2011, Bell Canada committed $8.9 million of
the program to several initiatives, including partnerships with the Centre for
Addiction and Mental Health, the Foundation Hôpital Charles-Lemoyne, the
University of British Columbias Institute of Mental Health for the Bell Youth
Mental Health IMPACT Project and the Streetohome Foundation. The Bell Lets Talk
Community Fund also invested in 49 different local mental health organizations
across Canada in 2011. Through the Bell Lets Talk Community Fund,
organizations, agencies and hospitals across the country can apply for grants of
up to $50,000 for community-based mental health initiatives.

In February 2012, as part of Bell Lets Talk,
Bell has made significant contributions to two major institutions in support of
Canadian mental health: a $2 million gift to the Douglas Mental Health
University Institute in Montréal, to establish the Douglas-Bell Canada Brain
Bank to drive research into the causes and effects of mental illness, and
a $1 million donation to Queens University to establish the Bell Mental Health
and Anti-stigma Research Chair.

Because the challenge of stigma remains the primary
reason an estimated two-thirds of people with mental health problems do not
receive the help they need, Bell continues to invite Canadians to talk about the
issue. The second annual Bell Lets Talk Day on February 8, 2012, led by
national spokesperson Clara Hughes and joined by Stefie Shock and Michel
Mpambara, worked to promote discussion and understanding of mental illness while
raising new funds for Canadian mental health. With over 78 million text
messages, long distance calls and retweets made that day by Bell Canada and
Bell Aliant customers, Bell Canadas 5-cent donation per text message, long
distance call and retweet meant that an amount of $3,926,014.20 was raised to support mental
health programs across the country.

In 2011, Bell Canada was named the recipient of the
2012 Freeman Philanthropic Services Award for Outstanding Corporation for the
Bell Lets Talk Mental Health Initiative by the Association of Fundraising
Professionals.

To learn more, please visit bell.ca/letstalk.

Between mental health and their other initiatives,
Bell Canada and Bell Aliant contributed over $17 million in community investment
in 2011. Bell Canada and Bell Aliant employees and pensioners also donated over
$1.6 million in charitable gifts and logged over 410,000 hours in volunteer
time.

Environment

On November 2, 2004, BCE Inc. adopted an
environmental policy that affirms:

- our commitment to environmental protection; and
- our belief that environmental protection is an
integral part of doing business, and needs to be managed systematically under
a continuous improvement process.

The policy is reviewed annually and contains
principles that support our goal, varying from exercising due diligence to meet
or exceed the environmental legislation that applies to us, to preventing
pollution and promoting cost-effective initiatives that minimize resources and
waste.

We have instructed subsidiaries subject to this
policy to support these principles, and have established a management-level
committee to oversee the implementation of the policy.

Bell Canada monitors its operations to seek to
ensure that it complies with environmental requirements and standards, and takes
action to prevent and correct problems, when needed. It has had an environmental
management and review system in place since 1993, that:

- provides early warning of potential problems;
- identifies management and cost-saving opportunities;
- establishes a course of action; and
- ensures ongoing improvement through regular
monitoring and reporting.



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On April 14, 2009, Bell Canada obtained the ISO
14001 certification for its environmental management system (Registration
number: EMS 545955). Bell Canada is the only telecommunications company in
Canada to have obtained this certification. The certification covers all of
Bell Canadas businesses including landline, wireless, television and Internet
services in addition to related administrative functions. Bell Canada has
maintained the certification for the first three-year cycle and has engaged in
the renewal process for 2012. In 2011, Bell Canada also obtained BOMA BEST
certification for seven of its largest Québec-based buildings and BOMA Building
of the Year for its Montréal Campus, and will seek to obtain certification for
additional buildings throughout 2012, including LEED Gold for its new datacenter
currently under construction.

One of Bell Canadas key tools is the corporate
environmental action plan, which outlines the environmental activities of
Bell Canadas various business units. The plan identifies funding requirements,
accountabilities and deliverables, and monitors Bell Canadas progress in
meeting its objectives.

For the year ended December 31, 2011, Bell Canada
spent $21.1 million on environmental activities, 45% of which was expensed and
55% of which was for capital expenditures. For 2012, Bell Canada has budgeted
$19.1 million (47% for expenses and 53% for capital expenditures) to seek to
ensure that its environmental policy is applied properly and its environmental
risks are minimized.

Bell Aliant adopted a comprehensive environmental
policy for Atlantic Canada that was updated in 2006 which affirms its goal to
work to create a sustainable future by integrating long-term economic,
environmental and social considerations into the way the business is operated.
The policy provides for the identification of activities and situations which
may have potential to harm the environment, and the implementation of
environmentally positive practices and preventive measures. Bell Aliants
program seeks to ensure that it complies with all environmental regulatory
requirements and that its activities are carried out in a manner that minimizes
risk to the environment through a continuous improvement process.

Bell Aliant manages its environment program through
processes similar to those employed by Bell Canada, and collaborates on many
levels to seek harmonization with Bell Canadas environment program. Bell Aliant
has adopted an environment action plan which sets out specific environmental
goals for 2012.

COMPETITIVE ENVIRONMENT

A discussion of our competitive environment can be
found in the section entitled Our Competitive Environmentin the
BCE 2011 MD&A, at pages 54 to 57of the BCE 2011 Annual Report, which section is incorporated by reference
herein.

See also Description of Our Business  Our
Competitive Strengthsin this Annual Information Form for more information
concerning our competitive position.

REGULATORY ENVIRONMENT

A discussion of the legislation that governs our
business as well as government consultations and recent regulatory initiatives
and proceedings affecting us can be found in the section entitled Our
Regulatory Environmentin the BCE 2011MD&A, at pages 58 to 61of the BCE 2011 Annual Report, which section is incorporated by reference
herein.

More information with respect to the Canadian
ownership restrictions on BCE Inc.s common shares can be found under
Our Capital Structure  BCE Inc. Securities  BCE Inc.
Preferred Shares, Common Shares and Class B Sharesin this Annual Information Form.

INTANGIBLE PROPERTIES

We use various works protected by intellectual
property rights which we own or for which we have been granted rights to use.
These works include brand names, customers lists, copyrights, patents and
trade-marks. This intellectual property is important to our operations and our
success.



BCE INC. | 2011 | ANNUAL INFORMATION FORM15

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DESCRIPTION OF OUR BUSINESS



The table below is a list of trade-marks that are
referred to and used as such in this Annual Information Form and their owners.

|OWNER                                                    | TRADE-MARK                    
|-------------------------------------------------------- | ------------------------------
|BCE Inc.                                                 | BCE                           
|Bell Aliant Regional Communications, Limited
Partnership | Aliant                        
|                                                         | FibreOP                       
|Bell Canada                                              | Bell                          
|                                                         | Bell Centre                   
|                                                         | Bell Internet                 
|                                                         | Bell Media                    
|                                                         | Bell Mobility                 
|                                                         | Bell TV                       
|                                                         | Fibe                          
|                                                         | xWave                         
|Bell ExpressVu, Limited Partnership                      | ExpressVu                     
|Bell Media Inc.                                          | BNN                           
|                                                         | CFCF                          
|                                                         | CTV                           
|                                                         | CTV News Channel              
|                                                         | MuchMusic                     
|                                                         | The Comedy Network            
|Bell Mobility Inc.                                       | Solo                          
|                                                         | Solo Mobile                   
|Dome Productions Partnership                             | Dome Productions              
|Expertech Network Installation Inc.                      | Expertech                     
|                                                         | Expertech Network Installation
|Nordia Inc.                                              | Nordia                        
|Nortel Networks Limited                                  | NorthernTel                   
|Northwestel Inc.                                         | Northwestel                   
|Telebec, Limited Partnership                             | Télébec                       
|The Source (Bell) Electronics Inc.                       | The Source                    
|The Sports Network Inc.                                  | RDS                           
|                                                         | RDS.ca                        
|                                                         | TSN                           
|                                                         | TSN.ca                        
|Virgin Enterprises Limited                               | Virgin Mobile                 
|                                                         | Virgin Mobile Canada          

Other trade-marks or corporate, trade or domain
names used in this Annual Information Form are the property of their owners. Our
trade-mark rights are perpetual provided that their registrations are renewed on
a timely basis when applicable and that the trade-marks are used in commerce by
us or our licencees. We take appropriate measures to protect, renew and defend
our trade-marks including prosecuting infringers. We take great care not to
infringe on the intellectual property and trade-marks of others.



16BCE INC. | 2011 | ANNUAL INFORMATION FORM

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GENERAL DEVELOPMENT OF OUR BUSINESS

THREE-YEAR HISTORY

Proposed Acquisition of Ownership Position in Maple Leaf
Sports & Entertainment Ltd. (MLSE)

On December 9, 2011, BCE Inc. announced it had, in
a joint ownership arrangement with Rogers, agreed to purchase a net 75%
ownership position in MLSE from Teachers. MLSE is a sports and entertainment
company that owns the Toronto Maple Leafs, the Toronto Raptors, the Toronto
Marlies and Toronto FC. MLSE also holds real estate and entertainment assets in
Toronto, including the Air Canada Centre and the Maple Leaf Square condominium
and commercial complex, operates three sports specialty TV channels, and is the
exclusive partner of the National Basketball Association (NBA) in Canada.

BCE Inc.s investment will total $525 million (or
$398 million assuming the completion of a leveraged recapitalization of MLSE),
representing a 28% indirect equity interest in MLSE. Through a co-investment arrangement with BCE Inc., the
BCE Master Trust Fund, an independent trust that holds and manages pension fund
investments serving the pension obligations of the BCE group pension plans, will
contribute approximately $135 million toward the MLSE acquisition. BCE Inc. and
the BCE Master Trust Fund will own an aggregate 37.5% interest in MLSE, equal to
Rogers interest.

This proposed investment is intended to secure, on
a long-term basis, access to TV, mobile, digital online and radio broadcast
rights to the professional sports teams playing in Canadas largest market place
and to accelerate Bell Canadas strategy to deliver best content across
next-generation networks to all screens. The proposed investment is also
intended to strengthen Bell Medias sports leadership.

The transaction is expected to close in mid-2012.
The expected timing and completion of the proposed acquisition by BCE Inc. of an
interest in MLSE is subject to customary closing conditions, termination rights
and other risks and uncertainties including, without limitation, any required
regulatory and sports league approvals. Accordingly, there can be no assurance
that the proposed transaction will occur, or that it will occur on the timetable
or on the terms and conditions currently contemplated. The proposed transaction
could be modified, restructured or terminated. There can be no assurance that
the strategic benefits expected to result from the transaction will be fully
realized.

Key Completed Transactions

In line with our strategic imperatives, from 2009 to
2011, we have entered into certain other transactions that have influenced the
general development of our business. More information with respect to these
transactions is provided in the table below.

|TRANSACTION                                                                                                                        |  | KEY CHARACTERISTICS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Acquisition of the remaining 85% interest in
CTV Inc. (CTV) (formerly CTVglobemedia Inc. 
and now named Bell Media Inc.)
(2011)(1) |  | On April 1, 2011, BCE Inc. acquired the remaining
85% interest in CTV that it did not already own in accordance with a transaction
agreement (the Transaction Agreement) made as of September 10, 2010 between CTV,
BCE Inc., The Woodbridge Company Limited, 1565117 Ontario Limited (Woodbridge
Holdco), Woodbridge Investments Inc. (Woodbridge Investments), Teachers and
Torstar Corporation (Torstar).
BCE Inc. acquired all of the Class A common shares
of CTV held by each of Woodbridge Holdco, Teachers and Torstar for an aggregate
share purchase price of approximately $1.3 billion. Including the value of our
15% interest, the transaction has an equity value of approximately $1.5 billion.
Together with approximately $1.7 billion in proportionate debt, the total
transaction value is approximately $3.2 billion.
BCE Inc. also acquired certain debt from Woodbridge
Investments and repaid in full CTVs senior indebtedness, both of which
constitute part of the approximately $1.7 billion in proportionate debt included
in the transaction.
As a component of the consideration paid, BCE Inc.
issued 21,729,239 common shares to Woodbridge Holdco. Woodbridge Holdco agreed
that, for a two-year period, it will not sell or otherwise dispose of the
BCE Inc. common shares issued to it pursuant to the Transaction Agreement
without the consent of BCE Inc.
Upon completion of the transaction, BCE Inc.
unveiled Bell Media, a new business unit that
includes all CTV properties and other Bell content assets.



BCE INC. | 2011 | ANNUAL INFORMATION FORM17

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GENERAL DEVELOPMENT OF OUR BUSINESS



|TRANSACTION                                                                                                                                        |  | KEY CHARACTERISTICS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Acquisition of xWave, a division of Bell Aliant LP (xWave)
(2011)                                                                                  |  | On January 1, 2011, Bell Canada acquired xWave from
Bell Aliant for an acquisition price of $40 million, a transaction that enhances
Bell Business Markets portfolio of IT product and professional
solutions for corporate, government and health-care clients across Canada.
xWave is focused on developing advanced technology
solutions and IT professional services, including e-health solutions.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Acquisition of the assets of the hosting division of
Hypertec Availability Services (2010)                                                         |  | On December 1, 2010, Bell Canada acquired the assets
of the hosting division of Hypertec Availability Services, a top-tier
data hosting provider in Québec.
The acquisition provides Bell Canada with more than
100,000 square feet of hosting space in a state-of-the-art Montréal data centre,
enhancing Bell Canadas ability to provide co-location and managed data centre
services for corporate and public sector clients.                                                                                                                                                                                                                                                                                                                                                                                                                       
|Sale of SkyTerra Communications Inc. (SkyTerra)
(2010)                                                                                             |  | On March 29, 2010, BCE Inc. sold its 22.1 million
shares in satellite services company SkyTerra to private investment firm
Harbinger Capital Partners.
The sale yielded proceeds of approximately $111 million.
Harbingers take-private transaction was an all-cash
merger in which Harbinger acquired SkyTerra common stock for US$5.00 per share,
representing an approximate 56% premium over the average closing price of
SkyTerras common stock for the 30 days ended September 22, 2009, the last day
before the announcement of the merger agreement.
The sale of the interest in SkyTerra is in line with
BCE Inc.s commitment to eliminate holdings in businesses that do not enhance
the execution of its strategic imperatives.
SkyTerra is a developer and supplier of mobile
satellite communication services based in Reston, Virginia.
|Acquisition of minority interest in the Montréal
Canadiens Hockey Club and the Bell Centre as part of a consortium led by the
Molson Family (2009) |  | On December 1, 2009, Bell Canada, as part of a
consortium led by the Molson Family, acquired a minority participation in the
Montréal Canadiens Hockey Club and the Bell Centre. Bell Canadas investment was
approximately $50 million.
This investment enhanced Bell Canadas marketing and
promotional relationship with the Canadiens.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Acquisition of substantially all of the assets of
The Source (2009)                                                                                |  | On July 1, 2009, we acquired substantially all of
the assets of national electronics retailer The Source, for a total investment
of $161 million. These assets are held by our wholly-owned subsidiary,
The Source (Bell) Electronics Inc.
The Source (Bell) Electronics Inc. began selling
Bell TV satellite services at the end of the second quarter of 2009 and Bell Internet services were introduced in November 2009. Bell Mobility and Virgin
Mobile wireless products were introduced at The Source (Bell) Electronics Inc.
in January 2010. In November 2010, The Source (Bell) Electronics Inc. launched
Bell Fibe TV service and most recently, Bell Home Phone services were introduced
in March 2011 to complete the availability of the full suite of Bell Residential
Services.                                                         
|Acquisition of the remaining 50% of the equity of
Virgin (2009)                                                                                    |  | On July 1, 2009, we acquired the remaining 50% of
the equity of Virgin not already owned, for a total investment of $161 million.
As part of this transaction, we entered into a
long-term brand licensing agreement with the Virgin Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



|(1) | More information with respect to this transaction
		and the Transaction Agreement may be found in the material change
		reports dated September 20, 2010 and April 1, 2011 filed by BCE Inc.
		with the Canadian securities regulatory authorities (available at
		www.sedar.com) and with the U.S. Securities and Exchange Commission
		(available at www.sec.gov).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



18BCE INC. | 2011 | ANNUAL INFORMATION FORM

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GENERAL DEVELOPMENT OF OUR BUSINESS



Returning Value to Shareholders

Following the termination by BCE Inc. of the
definitive agreement relating to its proposed privatization by an investor
group in accordance with its terms, BCE Inc. announced, on December 12, 2008,
plans to return value to BCE Inc.s shareholders with a reinstated common share
dividend and a normal course issuer bid common share buyback program (2008/2009
NCIB).

On February 10, 2009, the board of directors of
BCE Inc. adopted a new common share dividend policy with a target dividend
payout ratio of 65% to 75% of earnings per share (EPS) before restructuring and
other and net (gains) losses on investments (Adjusted EPS). In 2009, BCE Inc.
announced three increases in the annual dividend payable on its common shares.
In each of 2010 and 2011, BCE Inc. announced two other additional increases in
the annual dividend payable on its common shares. With these dividend increases,
which were consistent with BCE Inc.s above-mentioned dividend policy,
BCE Inc.s annual common share dividend has increased 49% since the fourth
quarter of 2008. Refer to Our Dividend Policyfor more details concerning
BCE Inc.s common share dividend policy and its common share dividend increases
announced in 2009, 2010 and 2011. BCE Inc.s dividend policy and the declaration
of dividends are subject to the discretion of BCE Inc.s board of directors.

Under the 2008/2009 NCIB, BCE Inc. was entitled to
repurchase for cancellation up to 40,000,000 common shares over the 12-month
period starting on December 23, 2008 and ending on December 22, 2009,
representing approximately 5% of BCE Inc.s 807,049,958 issued and outstanding
common shares as of December 5, 2008. On May 5, 2009, BCE Inc. completed the
2008/2009 NCIB at an average price of approximately $24.65 per share, including
10.3 million common shares that BCE Inc. purchased for cancellation pursuant to
private agreements with arms length third-party sellers.

On December 17, 2009, BCE Inc. announced a new
normal course issuer bid common share buyback program (2010 NCIB). Under the
2010 NCIB, BCE Inc. was entitled to repurchase for cancellation up to 20,000,000
common shares (subject to a maximum aggregate purchase price of $500 million)
over the 12-month period starting on December 29, 2009 and ending on
December 28, 2010, representing approximately 2.6% of BCE Inc.s 767,166,281
issued and outstanding common shares as of December 11, 2009. On December 6,
2010, BCE Inc. completed the 2010 NCIB having purchased 16,236,182 common shares
at an average price of approximately $30.80 per share, including 6.66 million
common shares that BCE Inc. purchased for cancellation pursuant to private
agreements with arms length third-party sellers.

On December 8, 2011, BCE Inc. announced a new
normal course issuer bid common share buyback program (2011/2012 NCIB). Under
the 2011/2012 NCIB, BCE Inc. is entitled to repurchase for cancellation up to
6,500,000 common shares (subject to a maximum aggregate purchase price of
$250 million) over the 12-month period starting on December 12, 2011 and ending
on December 11, 2012, representing approximately 0.8% of BCE Inc.s 778,943,093
issued and outstanding common shares as of December 2, 2011. Purchases may be
effected through the facilities of the Toronto Stock Exchange, the New York
Stock Exchange and/or alternative trading systems, if eligible, or by such other
means as may be permitted by the Toronto Stock Exchange and/or the New York
Stock Exchange, and under applicable laws. As of March 8, 2012, BCE Inc. had repurchased a total
of 5,829,266 common shares under the 2011/2012 NCIB, representing 95.4% of
the 2011/2012 NCIB, at an average price of $40.9258 per share, including 2,080,000 common shares that
BCE Inc. purchased for cancellation pursuant to private agreements with an arms-length third-party seller.



BCE INC. | 2011 | ANNUAL INFORMATION FORM19

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OUR CAPITAL STRUCTURE

This section describes BCE Inc.s securities, the
trading of certain of such securities on the Toronto Stock Exchange and the
ratings that certain rating agencies have attributed to BCE Inc.s preferred
shares and Bell Canadas public debt securities.

BCE INC. SECURITIES

BCE Inc. Preferred Shares, Common Shares and Class B
Shares

BCE Inc.s articles of amalgamation, as amended,
provide for an unlimited number of common shares, an unlimited number of first
preferred shares issuable in series, an unlimited number of second preferred
shares also issuable in series and an unlimited number of Class B shares.

Each common share entitles its holder to one vote at
any meeting of shareholders. Additional information about the terms and
conditions of the BCE Inc. preferred shares, common shares and Class B Shares
can be found under note 23  Share Capitalof the BCE Inc. 2011 financial
statements on pages 112 to 114of the BCE 2011 Annual Report,
which note is incorporated by reference herein.

Since 1993, the Telecommunications Actand
associated regulations (Telecom Regulations) have governed Canadian ownership
and control of Canadian telecommunications carriers. Bell Canada and other
affiliates of BCE Inc. that are Canadian carriers are subject to this Act. Under
the Telecommunications Act, in order for a corporation to operate as
a Canadian common carrier, the following conditions have to be met:

- Canadians own at least 80% of its voting shares;
- at least 80% of the members of the carrier companys
board of directors are Canadians; and
- the carrier company is not controlled by
non-Canadians.

In addition, where a parent company owns at least
662/3% of the voting shares of the carrier company (Carrier holding
company), the Carrier holding company must have at least 662/3% of its voting
shares owned by Canadians and must not be controlled by non-Canadians. BCE Inc.
is a Carrier holding company. The Telecom Regulations give certain powers to the
Canadian Radio-television and Telecommunications Commission (CRTC) and to
Canadian carriers and Carrier holding companies to monitor and control the level
of non-Canadian ownership of voting shares to ensure compliance with the Telecommunications Act. Accordingly, BCE Inc., which controls Bell Canada
and other Canadian carriers, must satisfy the following conditions:

- Canadians own at least 662/3% of its voting shares;
and
- it is not controlled by non-Canadians.

The powers under the Telecom Regulations include the
right to:

- suspend the voting rights attached to shares
considered to be owned or controlled by non-Canadians;
- refuse to register a transfer of voting shares to
a non-Canadian;
- force a non-Canadian to sell his or her voting
shares; and
- suspend the voting rights attached to that persons
shares, if that persons holdings would affect our status as Canadian under
the Telecommunications Act.

However, in our case, there is an additional control
restriction under the Bell Canada Act. Prior approval by the CRTC is
necessary for any sale or other disposal of Bell Canadas voting shares unless
BCE Inc. retains at least 80% of all Bell Canada voting shares.

Similarly, the Canadian ownership rules for
broadcasting licencees, such as Bell ExpressVu and Bell Media, are generally in
line with the rules for Canadian common carriers by restricting allowable
foreign investments in voting shares at the licencee operating company level to
a maximum of 20% and at the holding company level to a maximum of 331/3%. The
CRTC is precluded under a direction issued under the Broadcasting Act
from issuing, amending or reviewing a broadcasting licence of an applicant that
does not satisfy these Canadian ownership criteria.

Cultural concerns over increased foreign control of
broadcasting activities lie behind an additional restriction that prevents the
holding company of a broadcast licencee that exceeds the former 20% limit (or
its directors) from exercising control or influence over any programming
decisions of a subsidiary licencee. In line with CRTC practice, programming
committees have been established within the relevant subsidiary licencees,
thereby allowing foreign investment in voting shares of BCE Inc. to reach the
maximum of 331/3%.



20BCE INC. | 2011 | ANNUAL INFORMATION FORM

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OUR CAPITAL STRUCTURE



We monitor the level of non-Canadian ownership of
BCE Inc.s common shares by obtaining data on (i) registered shareholders from
our transfer agent and registrar in Canada, Canadian Stock Transfer Company Inc.
(CST) acting as administrative agent for CIBC Mellon Trust Company (CIBC
Mellon), and (ii) beneficial shareholders from the Canadian Depository for
Securities (CDS) and the United States Depository Trust Company (DTC). We also
provide periodic reports to the CRTC.

BCE Inc. Debt Securities

On June 8, 2009, BCE Inc. redeemed, prior to
maturity, all of its outstanding $650 million principal amount of 7.35% Series C
notes due October 30, 2009. Accordingly, as of March 8, 2012, BCE Inc. had no
debt securities outstanding.

BELL CANADA DEBT SECURITIES

Bell Canada has issued long-term debt securities as
summarized in the table below.

|                        | WEIGHTED AVERAGE |   |           |  | AT DECEMBER 31, 2011 |  
|----------------------- | ---------------- | - | --------- |  | -------------------- | -
|                        | INTEREST RATE    |   | MATURITY  |  | (IN $ MILLIONS       | )
|Debentures              |                  |   |           |  |                      |  
|1997 trust indenture    | 5.08             | % | 2012-2035 |  | 6,850                |  
|1976 trust indenture    | 9.59             | % | 2014-2054 |  | 1,250                |  
|Subordinated debentures | 8.21             | % | 2026-2031 |  | 275                  |  
|Total                   |                  |   |           |  | 8,375                |  

The Bell Canada debentures are unsecured and have
been guaranteed by BCE Inc.

Under its shelf prospectus (Shelf Prospectus) and
prospectus supplement (Prospectus Supplement) dated September 3, 2009 and
September 4, 2009, respectively, Bell Canada could issue, from time to time,
until October 3, 2011, up to $3 billion of MTN Debentures. On December 2, 2010,
Bell Canada issued under the Shelf Prospectus and Prospectus Supplement,
$1 billion of 3.60% MTN Debentures, Series M-21, due December 2, 2015, at
a price of $99.832 per $100 principal amount. On March 16, 2011, Bell Canada issued under the
Shelf Prospectus and Prospectus Supplement, $1 billion of 4.40% MTN Debentures,
Series M-22, due March 16, 2018, at a price of $99.916 per $100 principal
amount. On May 19, 2011, Bell Canada issued under the Shelf Prospectus and
Prospectus Supplement, (i) $500 million of 3.65% MTN Debentures, Series M-23,
due May 19, 2016, at a price of $99.928 per $100 principal amount, and (ii)
$500 million of 4.95% MTN Debentures, Series M-24, due May 19, 2021, at a price
of $99.634 per $100 principal amount. Accordingly, as of May 19, 2011,
Bell Canada had issued the maximum authorized amount of debt securities under
its Shelf Prospectus and Prospectus Supplement. On August 15, 2011, Bell Canada
filed with the Canadian securities regulatory authorities and with the United
States Securities and Exchange Commission a new shelf prospectus under which
Bell Canada may issue, over a 25-month period, up to $3 billion of debt
securities. No debt securities have yet been issued under this new
shelf prospectus.

Bell Canada may issue short-term notes under its
commercial paper program up to the amount of its supporting committed lines of
credit. The total amount of its supporting committed lines of credit available
at March 8, 2012 was $1,725million. Bell Canada had
$250 million ofcommercial paper outstanding at March 8, 2012. Certain of Bell Canadas
trust indentures impose covenants which place limitations on the issuance of
additional debt with a maturity date exceeding one year based on certain tests
related to interest and asset coverage. In addition, Bell Canada is required,
under certain conditions, to make an offer to repurchase all or, at the option
of the holder thereof, any part of certain series of its debentures, upon the
occurrence of both a Change of Control of BCE Inc. or Bell Canada and
a Rating Event relating to the relevant series of debentures. Change of
Control and Rating Event are defined in the terms and conditions attaching to
the relevant series of debentures. Bell Canada is in compliance with
all conditions and restrictions attaching to its debt securities.

RATINGS FOR BCE INC. AND BELL CANADA SECURITIES

Ratings generally address the ability of a company
to repay principal and pay interest or dividends on issued and
outstanding securities.

Our ability to raise financing depends on our
ability to access the public equity and debt capital markets as well as the bank
credit market. Our ability to access such markets and the cost and amount of
funding available depends partly on the quality of our credit ratings at the
time capital is raised. Investment grade ratings usually mean that when we
borrow money, we qualify for lower interest rates than companies that have
ratings lower than investment grade. A ratings downgrade could result in adverse
consequences for our funding capacity or our ability to access the capital
markets.



BCE INC. | 2011 | ANNUAL INFORMATION FORM21

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OUR CAPITAL STRUCTURE



As of March 8, 2012, BCE Inc.s preferred shares and
Bell Canadas debt securities are rated by the following rating agencies:

- DBRS Limited (DBRS)
- Moodys Investors Service, Inc. (Moodys)
- Standard & Poors Financial Services LLC,
a subsidiary of The McGraw-Hill Companies, Inc. (S&P).

This section describes the credit ratings, as of
March 8, 2012, that BCE Inc. and Bell Canada have requested for certain of their
securities. These ratings provide investors with an independent measure of
credit quality of an issue of securities. However, they are not recommendations
to buy, sell or hold any of the securities referred to below, and they may be
revised or withdrawn at any time by the assigning rating agency. Each credit
rating should be evaluated independently of any other credit rating.

RATINGS FOR BELL CANADA DEBT SECURITIES

Short-Term Debt Securities

|SHORT-TERM DEBT SECURITIES   | RATING AGENCY |  | RATING   |   | RANK        | 
|---------------------------- | ------------- |  | -------- | - | ----------- | 
|Bell Canada commercial paper | DBRS          |  | R-1 (low | ) | 3 out of 10 | 
|                             | Moodys       |  | P-2      |   | 2 out of 4  | 
|                             | S&P           |  | A-2      |   | 4 out of 8  | 

Long-Term Debt Securities

|LONG-TERM DEBT SECURITIES                 | RATING AGENCY |  | RATING |   | RANK        | 
|----------------------------------------- | ------------- |  | ------ | - | ----------- | 
|Bell Canada unsubordinated long-term debt | DBRS          |  | A (low | ) | 7 out of 26 | 
|                                          | Moodys       |  | Baa1   |   | 8 out of 21 | 
|                                          | S&P           |  | BBB+   |   | 8 out of 22 | 
|Bell Canada subordinated long-term debt   | DBRS          |  | BBB    |   | 9 out of 26 | 
|                                          | Moodys       |  | Baa2   |   | 9 out of 21 | 
|                                          | S&P           |  | BBB    |   | 9 out of 22 | 

RATINGS FOR BCE INC. PREFERRED SHARES

|PREFERRED SHARES          | RATING AGENCY |  | RATING      |   | RANK        | 
|------------------------- | ------------- |  | ----------- | - | ----------- | 
|BCE Inc. preferred shares | DBRS          |  | Pfd-3 (high | ) | 7 out of 16 | 
|                          | S&P           |  | P-2 (low    | ) | 6 out of 18 | 

OUTLOOK

As of March 8, 2012, BCE Inc. and Bell Canada have
stable outlooks from DBRS, Moodys and S&P.

GENERAL EXPLANATION

Short-Term Debt Securities

The table below shows the range of credit ratings
that each rating agency assigns to short-term debt instruments.

|        | HIGHEST QUALITY OF SECURITIES RATED |   | LOWEST QUALITY OF SECURITIES RATED | 
|------- | ----------------------------------- | - | ---------------------------------- | 
|DBRS    | R-1 (high                           | ) | D                                  | 
|Moodys | P-1                                 |   | NP                                 | 
|S&P     | A-1 (high                           | ) | D                                  | 



22BCE INC. | 2011 | ANNUAL INFORMATION FORM

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OUR CAPITAL STRUCTURE



The DBRS short-term debt rating scale provides an
opinion on the risk that a borrower will not meet its short-term financial
obligations in a timely manner. Ratings are based on quantitative and
qualitative considerations relevant to the borrowing entity.

Moodys short-term debt ratings are Moodys opinions
of the ability of issuers to meet short-term financial obligations. It may
assign ratings to issuers, short-term programs or to individual short-term debt
instruments. These short-term obligations generally have an original maturity of
13 months or less, unless explicitly noted.

An S&P short-term debt rating indicates S&Ps
assessment of whether the company can meet the financial commitments of
a specific commercial paper program or other short-term financial instrument,
compared to the debt servicing and repayment capacity of other companies in
Canadas financial markets.

Long-Term Debt Securities

The table below shows the range of credit ratings
that each rating agency assigns to long-term debt instruments.

|        | HIGHEST QUALITY OF SECURITIES RATED |  | LOWEST QUALITY OF SECURITIES RATED | 
|------- | ----------------------------------- |  | ---------------------------------- | 
|DBRS    | AAA                                 |  | D                                  | 
|Moodys | Aaa                                 |  | C                                  | 
|S&P     | AAA                                 |  | D                                  | 

The DBRS long-term debt rating scale provides an
opinion on the risk of default. That is, the risk that an issuer will fail to
satisfy its financial obligations in accordance with the terms under which an
obligation has been issued. Ratings are based on quantitative and qualitative
considerations relevant to the borrowing entity.

Moodys long-term obligation ratings are opinions of
the relative credit risk of financial obligations with an original maturity of
one year or more. They address the possibility that a financial obligation will
not be honoured as promised. Such ratings reflect both the likelihood of default
and any financial loss suffered in the event of default.

S&Ps long-term debt credit rating scale provides an
assessment of the creditworthiness of a company in meeting a specific financial
obligation, a specific class of financial obligations, or a specific financial
program. It takes into consideration the likelihood of payment, i.e. capacity
and willingness of the company in meeting its financial commitment on an
obligation according to the terms of the obligation, among other factors.

Preferred Shares

The table below describes the range of credit
ratings that each rating agency assigns to preferred shares.

|     | HIGHEST QUALITY OF SECURITIES RATED |   | LOWEST QUALITY OF SECURITIES RATED | 
|---- | ----------------------------------- | - | ---------------------------------- | 
|DBRS | Pfd-1 (high                         | ) | D                                  | 
|S&P  | P-1 (high                           | ) | D                                  | 

The DBRS preferred share rating scale indicates its
assessment of the risk that a borrower may not be able to meet its full
obligation to pay dividends and principal in a timely manner. Every DBRS rating
is based on quantitative and qualitative considerations relevant to the
borrowing entity.

S&Ps preferred share rating is an assessment of the
creditworthiness of a company in meeting a specific preferred share obligation
issued in the Canadian market, compared to preferred shares issued by other
issuers in the Canadian market.



BCE INC. | 2011 | ANNUAL INFORMATION FORM23

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OUR CAPITAL STRUCTURE



EXPLANATION OF RATING CATEGORIES RECEIVED FOR OUR
SECURITIES

|RATING AGENCY |  | DESCRIPTION OF SECURITIES |  | RATING CATEGORY |  | EXPLANATION OF RATING CATEGORY RECEIVED                                                                                                                                                                                                                                                                                                                                     
|------------- |  | ------------------------- |  | --------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DBRS          |  | Short-term debt           |  | R-1 (low)       |  | good credit quality
capacity for the payment of short-term financial
obligations as they fall due is substantial
overall strength is not as favourable as higher
rating categories
may be vulnerable to future events, but qualifying
negative factors are considered manageable.                                                                                           
|              |  | Long-term debt            |  | A               |  | good credit quality
capacity for the payment of financial obligations is
substantial, but of lesser credit quality than AA
may be vulnerable to future events, but qualifying
negative factors are considered manageable.                                                                                                                                                   
|              |  |                           |  | BBB             |  | adequate credit quality
protection of interest and principal is acceptable,
but the company is fairly susceptible to adverse changes in financial and
economic conditions, or there may be other adverse conditions present which
reduce the strength of the company and its rated securities.                                                                              
|              |  | Preferred Shares          |  | Pfd-3           |  | adequate credit quality
protection of dividends and principal is still
acceptable, but the company is more susceptible to adverse changes in financial
and economic conditions, and there may be other adverse conditions present which
detract from debt protection. Generally, companies with Pfd-3 ratings have
senior bonds rated in the higher end of the BBB category.
|Moodys       |  | Short-term debt           |  | P-2             |  | a strong ability
	to repay short-term debt obligations                                                                                                                                                                                                                                                                                                                      
|              |  | Long-term debt            |  | Baa             |  | subject to moderate credit risk
considered medium-grade and may have certain
speculative characteristics.                                                                                                                                                                                                                                                                   
|S&P           |  | Short-term debt           |  | A-2             |  | satisfactory capacity of the company to fulfill its
financial commitment on the obligation
higher susceptibility to changing circumstances or
economic conditions than obligations rated A-1 (Low).                                                                                                                                                                         
|              |  | Long-term debt            |  | BBB             |  | adequate protection parameters
adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity of the company to
meet its financial commitments.                                                                                                                                                                                       
|              |  | Preferred Shares          |  | P-2             |  | adequate protection parameters
adverse economic conditions or changing
circumstances are more likely to weaken the companys ability to meet its
financial commitment on the obligation.                                                                                                                                                                                    

MARKET FOR OUR SECURITIES

The common and preferred shares of BCE Inc. are
listed on the Toronto Stock Exchange. BCE Inc.s common shares are also listed
on the New York Stock Exchange.



24BCE INC. | 2011 | ANNUAL INFORMATION FORM

---

OUR CAPITAL STRUCTURE



TRADING OF OUR SECURITIES

The tables below and on the next page show the range
in share price per month and volume traded on the Toronto Stock Exchange in 2011
for each class of BCE Inc. shares.

|               |            |  | PREFERRED |  | PREFERRED |  | PREFERRED |  | PREFERRED |  | PREFERRED |  | PREFERRED |  | PREFERRED | 
|-------------- | ---------- |  | --------- |  | --------- |  | --------- |  | --------- |  | --------- |  | --------- |  | --------- | 
|               | COMMON     |  | SHARES    |  | SHARES    |  | SHARES    |  | SHARES    |  | SHARES    |  | SHARES    |  | SHARES    | 
|               | SHARES     |  | SERIES R  |  | SERIES S  |  | SERIES T  |  | SERIES Y  |  | SERIES Z  |  | SERIES AA |  | SERIES AB | 
|January 2011   |            |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $36.45     |  | $23.85    |  | $23.00    |  | $23.24    |  | $23.66    |  | $23.38    |  | $24.30    |  | $23.25    | 
|Low            | $35.09     |  | $23.12    |  | $22.51    |  | $22.76    |  | $22.81    |  | $22.76    |  | $23.52    |  | $22.61    | 
|Volume         | 24,611,201 |  | 375,097   |  | 28,570    |  | 177,513   |  | 573,688   |  | 72,621    |  | 219,420   |  | 37,803    | 
|February 2011  |            |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $36.74     |  | $23.74    |  | $24.00    |  | $23.24    |  | $23.60    |  | $23.50    |  | $24.23    |  | $23.84    | 
|Low            | $35.30     |  | $23.03    |  | $22.58    |  | $23.00    |  | $23.16    |  | $22.78    |  | $23.75    |  | $23.00    | 
|Volume         | 28,156,301 |  | 145,282   |  | 32,289    |  | 53,955    |  | 89,728    |  | 27,547    |  | 222,879   |  | 27,838    | 
|March 2011     |            |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $36.00     |  | $23.74    |  | $23.50    |  | $23.48    |  | $23.60    |  | $23.63    |  | $24.23    |  | $24.01    | 
|Low            | $33.75     |  | $23.34    |  | $22.79    |  | $23.00    |  | $23.15    |  | $22.95    |  | $23.73    |  | $23.00    | 
|Volume         | 40,215,039 |  | 219,646   |  | 33,315    |  | 121,725   |  | 160,626   |  | 65,560    |  | 242,746   |  | 88,783    | 
|April 2011     |            |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $35.85     |  | $23.75    |  | $23.49    |  | $23.45    |  | $24.89    |  | $23.30    |  | $24.41    |  | $23.99    | 
|Low            | $35.07     |  | $23.25    |  | $23.03    |  | $23.00    |  | $23.05    |  | $23.00    |  | $24.01    |  | $23.50    | 
|Volume         | 22,306,321 |  | 78,020    |  | 104,390   |  | 44,838    |  | 103,335   |  | 27,032    |  | 351,200   |  | 19,720    | 
|May 2011       |            |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $39.28     |  | $24.15    |  | $24.56    |  | $23.65    |  | $24.48    |  | $23.80    |  | $24.65    |  | $24.38    | 
|Low            | $35.38     |  | $23.40    |  | $23.38    |  | $23.20    |  | $23.50    |  | $23.15    |  | $24.10    |  | $23.90    | 
|Volume         | 26,107,491 |  | 66,041    |  | 34,955    |  | 221,863   |  | 45,044    |  | 38,239    |  | 246,203   |  | 414,657   | 
|June 2011      |            |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $39.03     |  | $24.36    |  | $24.49    |  | $24.24    |  | $24.15    |  | $25.00    |  | $24.97    |  | $24.24    | 
|Low            | $36.88     |  | $23.66    |  | $23.63    |  | $23.56    |  | $23.50    |  | $23.53    |  | $24.26    |  | $23.95    | 
|Volume         | 35,485,451 |  | 221,498   |  | 28,060    |  | 282,517   |  | 87,002    |  | 24,165    |  | 135,337   |  | 178,131   | 
|July 2011      |            |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $38.58     |  | $24.49    |  | $24.49    |  | $24.11    |  | $24.40    |  | $24.59    |  | $25.24    |  | $24.34    | 
|Low            | $36.26     |  | $23.81    |  | $23.70    |  | $23.68    |  | $23.83    |  | $23.54    |  | $24.53    |  | $23.94    | 
|Volume         | 23,132,735 |  | 235,751   |  | 29,090    |  | 127,278   |  | 262,139   |  | 20,086    |  | 158,153   |  | 266,562   | 
|August 2011    |            |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $39.65     |  | $24.49    |  | $23.99    |  | $23.95    |  | $24.39    |  | $24.00    |  | $25.00    |  | $24.34    | 
|Low            | $34.99     |  | $23.11    |  | $22.50    |  | $22.71    |  | $22.52    |  | $23.00    |  | $23.82    |  | $23.00    | 
|Volume         | 43,609,406 |  | 214,576   |  | 21,931    |  | 87,196    |  | 119,869   |  | 18,660    |  | 160,214   |  | 63,116    | 
|September 2011 |            |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $39.39     |  | $24.36    |  | $23.00    |  | $23.00    |  | $23.00    |  | $23.83    |  | $24.75    |  | $23.75    | 
|Low            | $37.50     |  | $23.52    |  | $20.52    |  | $20.30    |  | $20.55    |  | $21.51    |  | $22.50    |  | $22.50    | 
|Volume         | 38,208,560 |  | 86,881    |  | 21,590    |  | 230,285   |  | 131,124   |  | 15,069    |  | 185,812   |  | 149,367   | 
|October 2011   |            |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $39.87     |  | $23.75    |  | $21.60    |  | $20.63    |  | $21.73    |  | $21.91    |  | $22.95    |  | $22.84    | 
|Low            | $38.02     |  | $22.66    |  | $19.90    |  | $19.61    |  | $20.51    |  | $20.60    |  | $21.35    |  | $21.00    | 
|Volume         | 30,868,254 |  | 106,396   |  | 57,357    |  | 358,290   |  | 64,574    |  | 47,664    |  | 229,424   |  | 92,700    | 
|November 2011  |            |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $40.00     |  | $24.50    |  | $21.51    |  | $20.81    |  | $21.90    |  | $21.77    |  | $22.25    |  | $22.50    | 
|Low            | $38.85     |  | $22.75    |  | $20.25    |  | $19.91    |  | $21.18    |  | $20.75    |  | $21.79    |  | $21.50    | 
|Volume         | 26,029,349 |  | 249,203   |  | 191,395   |  | 318,638   |  | 54,935    |  | 41,148    |  | 169,616   |  | 67,179    | 
|December 2011  |            |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $42.50     |  | $24.25    |  | $21.75    |  | $20.89    |  | $22.85    |  | $22.00    |  | $23.00    |  | $22.99    | 
|Low            | $39.60     |  | $23.75    |  | $21.27    |  | $20.27    |  | $21.30    |  | $21.35    |  | $21.99    |  | $22.00    | 
|Volume         | 47,784,401 |  | 120,813   |  | 60,471    |  | 803,105   |  | 175,767   |  | 33,493    |  | 152,348   |  | 19,420    | 



BCE INC. | 2011 | ANNUAL INFORMATION FORM
25

---

OUR CAPITAL STRUCTURE



|               | PREFERRED |  | PREFERRED |  | PREFERRED |  | PREFERRED |  | PREFERRED |  | PREFERRED |  | PREFERRED |  | PREFERRED |  | PREFERRED | 
|-------------- | --------- |  | --------- |  | --------- |  | --------- |  | --------- |  | --------- |  | --------- |  | --------- |  | --------- | 
|               | SHARES    |  | SHARES    |  | SHARES    |  | SHARES    |  | SHARES    |  | SHARES    |  | SHARES    |  | SHARES    |  | SHARES    | 
|               | SERIES AC |  | SERIES AD |  | SERIES AE |  | SERIES AF |  | SERIES AG |  | SERIES AH |  | SERIES AI |  | SERIES AJ |  | SERIES AK | 
|January 2011   |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $23.90    |  | $24.05    |  | $23.10    |  | $23.75    |  | $23.00    |  | $23.00    |  | $23.25    |  | $0.00     |  | $0.00     | 
|Low            | $23.25    |  | $23.05    |  | $22.51    |  | $23.50    |  | $22.42    |  | $22.52    |  | $22.88    |  | $0.00     |  | $0.00     | 
|Volume         | 300,088   |  | 15,707    |  | 9,232     |  | 95,024    |  | 318,649   |  | 19,728    |  | 249,940   |  | 0         |  | 0         | 
|February 2011  |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $23.82    |  | $23.90    |  | $23.29    |  | $23.75    |  | $23.24    |  | $23.19    |  | $23.50    |  | $0.00     |  | $0.00     | 
|Low            | $23.51    |  | $23.50    |  | $22.32    |  | $23.15    |  | $22.70    |  | $22.75    |  | $23.01    |  | $0.00     |  | $0.00     | 
|Volume         | 123,865   |  | 43,074    |  | 72,645    |  | 104,693   |  | 134,756   |  | 117,820   |  | 310,671   |  | 0         |  | 0         | 
|March 2011     |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $23.75    |  | $23.83    |  | $23.30    |  | $24.42    |  | $23.49    |  | $23.23    |  | $23.50    |  | $0.00     |  | $0.00     | 
|Low            | $23.45    |  | $23.10    |  | $22.51    |  | $23.26    |  | $22.79    |  | $22.75    |  | $23.00    |  | $0.00     |  | $0.00     | 
|Volume         | 243,065   |  | 51,800    |  | 13,898    |  | 238,732   |  | 129,365   |  | 165,418   |  | 163,195   |  | 0         |  | 0         | 
|April 2011     |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $24.00    |  | $24.70    |  | $23.15    |  | $24.48    |  | $23.70    |  | $23.37    |  | $24.19    |  | $0.00     |  | $0.00     | 
|Low            | $23.44    |  | $23.60    |  | $22.55    |  | $23.54    |  | $22.90    |  | $22.90    |  | $23.00    |  | $0.00     |  | $0.00     | 
|Volume         | 358,857   |  | 45,915    |  | 82,459    |  | 183,063   |  | 241,362   |  | 19,851    |  | 131,576   |  | 0         |  | 0         | 
|May 2011       |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $24.00    |  | $24.74    |  | $23.60    |  | $24.10    |  | $24.14    |  | $23.50    |  | $24.58    |  | $0.00     |  | $0.00     | 
|Low            | $22.71    |  | $23.75    |  | $22.61    |  | $23.72    |  | $23.54    |  | $22.86    |  | $23.54    |  | $0.00     |  | $0.00     | 
|Volume         | 649,327   |  | 2,800     |  | 31,010    |  | 207,805   |  | 155,200   |  | 210,063   |  | 97,691    |  | 0         |  | 0         | 
|June 2011      |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $24.30    |  | $24.73    |  | $23.54    |  | $24.39    |  | $24.22    |  | $24.10    |  | $24.57    |  | $0.00     |  | $0.00     | 
|Low            | $23.76    |  | $23.77    |  | $22.95    |  | $23.99    |  | $23.86    |  | $23.25    |  | $23.69    |  | $0.00     |  | $0.00     | 
|Volume         | 219,420   |  | 17,538    |  | 30,746    |  | 257,924   |  | 362,791   |  | 284,689   |  | 235,477   |  | 0         |  | 0         | 
|July 2011      |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $24.75    |  | $24.37    |  | $23.67    |  | $24.35    |  | $24.20    |  | $24.10    |  | $24.00    |  | $0.00     |  | $25.40    | 
|Low            | $24.10    |  | $22.65    |  | $23.06    |  | $24.02    |  | $23.95    |  | $23.83    |  | $22.78    |  | $0.00     |  | $24.74    | 
|Volume         | 235,108   |  | 18,825    |  | 46,515    |  | 183,105   |  | 89,897    |  | 37,154    |  | 272,643   |  | 0         |  | 1,317,400 | 
|August 2011    |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $24.49    |  | $24.92    |  | $23.35    |  | $24.40    |  | $24.20    |  | $23.94    |  | $23.39    |  | $24.00    |  | $25.42    | 
|Low            | $23.40    |  | $22.30    |  | $22.00    |  | $23.74    |  | $23.00    |  | $22.30    |  | $22.02    |  | $22.00    |  | $24.81    | 
|Volume         | 560,055   |  | 9,500     |  | 215,502   |  | 587,993   |  | 297,554   |  | 133,147   |  | 287,518   |  | 15,281    |  | 428,146   | 
|September 2011 |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $24.00    |  | $23.24    |  | $22.99    |  | $24.40    |  | $24.15    |  | $23.00    |  | $23.32    |  | $24.25    |  | $25.45    | 
|Low            | $23.39    |  | $22.30    |  | $21.63    |  | $23.46    |  | $23.00    |  | $21.81    |  | $22.15    |  | $21.13    |  | $25.00    | 
|Volume         | 211,611   |  | 4,250     |  | 25,125    |  | 165,002   |  | 87,241    |  | 27,974    |  | 110,248   |  | 23,453    |  | 249,373   | 
|October 2011   |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $23.62    |  | $21.99    |  | $21.80    |  | $23.70    |  | $23.74    |  | $21.49    |  | $22.94    |  | $23.00    |  | $25.99    | 
|Low            | $22.01    |  | $20.50    |  | $20.01    |  | $22.16    |  | $22.52    |  | $20.00    |  | $21.16    |  | $21.32    |  | $25.11    | 
|Volume         | 134,283   |  | 14,400    |  | 57,258    |  | 91,906    |  | 97,867    |  | 59,685    |  | 163,408   |  | 24,393    |  | 277,385   | 
|November 2011  |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $23.24    |  | $22.34    |  | $21.95    |  | $24.11    |  | $23.56    |  | $22.00    |  | $23.15    |  | $22.00    |  | $26.00    | 
|Low            | $22.39    |  | $21.25    |  | $20.41    |  | $22.46    |  | $22.50    |  | $20.75    |  | $21.83    |  | $21.74    |  | $24.90    | 
|Volume         | 472,966   |  | 8,238     |  | 13,034    |  | 351,451   |  | 272,647   |  | 44,865    |  | 80,344    |  | 25,067    |  | 354,379   | 
|December 2011  |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           |  |           | 
|High           | $23.16    |  | $22.35    |  | $21.97    |  | $24.30    |  | $24.00    |  | $21.97    |  | $23.08    |  | $21.90    |  | $25.25    | 
|Low            | $22.65    |  | $21.69    |  | $21.25    |  | $23.65    |  | $23.31    |  | $21.40    |  | $22.53    |  | $21.00    |  | $24.93    | 
|Volume         | 140,229   |  | 86,750    |  | 33,466    |  | 161,271   |  | 104,422   |  | 96,679    |  | 197,145   |  | 96,911    |  | 886,788   | 



26BCE INC. | 2011 | ANNUAL INFORMATION FORM

---



OUR DIVIDEND POLICY

The board of directors of BCE Inc. reviews from time
to time the adequacy of BCE Inc.s dividend policy. On February 10, 2009, the
board of directors of BCE Inc. adopted a new common share dividend policy with
a target dividend payout ratio of 65% to 75% of Adjusted EPS. This dividend
policy was adopted with the objective of allowing sufficient financial
flexibility to continue investing in our business while growing returns to
shareholders. Under this dividend policy, increases in the common share dividend
are directly linked to growth in BCE Inc.s Adjusted EPS. BCE Inc.s dividend
policy and the declaration of dividends are subject to the discretion of
BCE Inc.s board of directors and, consequently, there can be no guarantee that
BCE Inc.s dividend policy will be maintained or that dividends will be
declared.

In the course of 2009, 2010 and 2011, BCE Inc.
announced increases in the annual dividend payable on BCE Inc.s common shares,
as indicated in the table below.

|DATE OF ANNOUNCEMENT |  | AMOUNT OF INCREASE                             | EFFECTIVE TIME                                
|-------------------- |  | ---------------------------------------------- | ----------------------------------------------
|February 11, 2009    |  | 5.5% (from $1.46 per share to $1.54 per share) | Quarterly dividend payable on April 15, 2009  
|August 6, 2009       |  | 5.2% (from $1.54 per share to $1.62 per share) | Quarterly dividend payable on October 15, 2009
|December 17, 2009    |  | 7.4% (from $1.62 per share to $1.74 per share) | Quarterly dividend payable on April 15, 2010  
|August 5, 2010       |  | 5.2% (from $1.74 per share to $1.83 per share) | Quarterly dividend payable on October 15, 2010
|December 10, 2010    |  | 7.7% (from $1.83 per share to $1.97 per share) | Quarterly dividend payable on April 15, 2011  
|May 12, 2011         |  | 5.1% (from $1.97 per share to $2.07 per share) | Quarterly dividend payable on July 15, 2011   
|December 8, 2011     |  | 4.8% (from $2.07 per share to $2.17 per share) | Quarterly dividend payable on April 15, 2012  

Dividends on BCE Inc.s preferred shares are, if
declared, payable quarterly, except for dividends on Series S, Series Y, Series
AB, Series AD, Series AE, Series AH and Series AJ preferred shares, which, if
declared, are payable monthly.

The table below shows the amount of cash dividends
declared per BCE Inc. common share and per Series R, Series S, Series T, Series
Y, Series Z, Series AA, Series AB, Series AC, Series AD, Series AE, Series AF,
Series AG, Series AH, Series AI, Series AJ and Series AK preferred share for
2011, 2010, and 2009.

|                 | 2011      |  | 2010      |  | 2009     | 
|---------------- | --------- |  | --------- |  | -------- | 
|Common           | $2.045    |  | $1.785    |  | $1.58    | 
|Preferred Shares |           |  |           |  |          | 
|Series R         | $1.1225   |  | $1.131875 |  | $1.135   | 
|Series S         | $0.75     |  | $0.66177  |  | $0.58802 | 
|Series T         | $1.056188 |  | $1.1255   |  | $1.1255  | 
|Series Y         | $0.75     |  | $0.66177  |  | $0.58802 | 
|Series Z         | $1.08275  |  | $1.08275  |  | $1.08275 | 
|Series AA        | $1.20     |  | $1.20     |  | $1.20    | 
|Series AB        | $0.75     |  | $0.66177  |  | $0.58802 | 
|Series AC        | $1.15     |  | $1.15     |  | $1.15    | 
|Series AD        | $0.75     |  | $0.66177  |  | $0.58802 | 
|Series AE        | $0.75     |  | $0.66177  |  | $0.58802 | 
|Series AF        | $1.13525  |  | $1.13525  |  | $1.10    | 
|Series AG        | $1.115625 |  | $1.0875   |  | $1.0875  | 
|Series AH        | $0.75     |  | $0.66177  |  | $0.58802 | 
|Series AI        | $1.1      |  | $1.1625   |  | $1.1625  | 
|Series AJ        | $0.3375   |  |          |  |         | 
|Series AK        | $0.50667  |  |          |  |         | 



BCE INC. | 2011 | ANNUAL INFORMATION FORM
27

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OUR DIRECTORS AND EXECUTIVE OFFICERS

DIRECTORS

The table below lists BCE Inc.s directors, where
they lived, the date they have been elected or appointed and their principal
occupation on March 8, 2012.

|DIRECTORS                                                  |                                                 |                                                                                                                                                                   
|---------------------------------------------------------- | ----------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NAME AND PROVINCE/STATE
AND COUNTRY OF RESIDENCE           | DATE ELECTED OR APPOINTED
TO THE BCE INC. BOARD | PRINCIPAL OCCUPATION ON MARCH 8, 2012                                                                                                                             
|Barry K. Allen,
Florida, United States                     | May 2009                                        | Senior Advisor, Providence Equity Partners (private
equity firm focused
on media, entertainment, communications and
information investments),
since September 2007
|André Bérard, O.C.,
Québec, Canada                         | January 2003                                    | Corporate director, since March 2004                                                                                                                              
|Ronald A. Brenneman,
Alberta, Canada                       | November 2003                                   | Corporate director, since March 2010                                                                                                                              
|Sophie Brochu,
Québec, Canada                              | May 2010                                        | President and Chief Executive Officer, Gaz Métro
(natural gas distributor in Québec), 
since February 2007                                                        
|Robert E. Brown,(1)(2)Québec, Canada                       | May 2009                                        | Corporate director, since October 2009                                                                                                                            
|George A. Cope,
Ontario, Canada                            | July 2008                                       | President and Chief Executive Officer, BCE Inc. and
Bell Canada,
since July 2008                                                                                  
|Anthony S. Fell, O.C.,(3)Ontario, Canada                   | January 2002                                    | Corporate director, since January 2008                                                                                                                            
|The Honourable
Edward C. Lumley, P.C.,(4)Ontario, Canada   | January 2003                                    | Vice-Chairman, BMO Capital Markets (investment
bank),
since December 1991                                                                                         
|Thomas C. ONeill, FCA,
Ontario, Canada                    | January 2003                                    | Chair of the Board of Directors, BCE Inc. and
Bell Canada
(since February 2009) and chartered accountant                                                          
|The Honourable
James Prentice, P.C., Q.C.,
Alberta, Canada | July 2011                                       | Senior Executive Vice-President and Vice-Chairman,
Canadian Imperial Bank of Commerce (bank), since
January 2011                                                  
|Robert C. Simmonds,
Ontario, Canada                        | May 2011                                        | Chairman, Lenbrook Corporation (national distributor
of electronics
components and radio products), since April 2002                                              
|Carole Taylor,
British Columbia, Canada                    | August 2010                                     | Corporate director, since September 2010                                                                                                                          
|Paul R. Weiss, FCA,
Ontario, Canada                        | May 2009                                        | Corporate director, since April 2008, and chartered
accountant                                                                                                    



|(1) | Was a director of Air Canada from March 2003 to
		October 2004. Air Canada filed for court protection under insolvency
		statutes on April 1, 2003.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Was also a director of Nortel Networks Corp. when,
		on or about May 31, 2004, cease trade orders were issued against
		directors, officers and certain other current and former employees of
		Nortel Networks Corp. and Nortel Networks Ltd. (collectively, Nortel
		Networks). The management cease trade orders were imposed in response to
		the failure by Nortel Networks to file certain financial statements with
		the Canadian securities regulators.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Was a director of Teleglobe Inc. until April 2002.
Teleglobe Inc. filed for court protection under insolvency statutes on May 15,
2002.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------

|(4) | Was a director of Air Canada until October 2004. Air
Canada filed for court protection under insolvency statutes on April 1, 2003.
|--- | ----------------------------------------------------------------------------------------------------------------------------------



28BCE INC. | 2011 | ANNUAL INFORMATION FORM

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OUR DIRECTORS AND EXECUTIVE OFFICERS



Past Occupation

Under BCE Inc.s by-laws, each director holds office
until the next annual shareholder meeting or until their earlier resignation.
All of BCE Inc.s directors have held the positions listed in the previous table
or other executive positions with the same or associated firms or organizations
during the past five years or more, except for the people listed in the
table below.

|DIRECTOR      | PAST OCCUPATION                                                                                                
|------------- | ---------------------------------------------------------------------------------------------------------------
|Mr. Allen     | Executive Vice-President of Operations of Qwest
Communications International (communications company)          
|              | from 2004 to June 2007                                                                                         
|Mr. Brenneman | Executive Vice-Chairman of Suncor Energy Inc.
(integrated energy company) from August 2009 to February 2010    
|              | and President and Chief Executive Officer of
Petro-Canada (petroleum company) from 2000 to August 2009         
|Mr. Brown     | President and Chief Executive Officer of CAE Inc.
(provider of simulation and modeling technologies as well as 
|              | integrated training service for both civil aviation
and defence customers) from August 2004 to September 2009  
|Mr. Fell      | Chairman of the board of RBC Capital Markets
(investment bank) from 1999 to December 2007                      
|Mr. ONeill   | Corporate director from 2003 to February 2009 when
he was appointed Chair of the board, BCE Inc. and           
|              | Bell Canada                                                                                                    
|Mr. Prentice  | Held various functions in the Canadian Government
from January 2006 to November 2010, notably as               
|              | Minister of Industry, Environment and Indian Affairs                                                           
|Ms. Taylor    | Senior Advisor, Borden Ladner Gervais LLP (law firm)
from 2009 to September 2010                               
|              | Chair of the Federal Finance Ministers Economic
Advisory Council from 2008 to January 2010 Minister of Finance
|              | for British Columbia from 2005 to June 2008                                                                    
|Mr. Weiss     | Partner of KPMG LLP (accounting and audit firm) from
1977 until March 2008                                     

Committees of the Board

The table below lists the committees of BCE Inc.s
board of directors and their members on March 8, 2012.

|COMMITTEES           | MEMBERS                    
|-------------------- | ---------------------------
|Audit                | Paul R. Weiss (Chair)      
|                     | André Bérard               
|                     | Sophie Brochu              
|                     | Anthony S. Fell            
|                     | James Prentice             
|                     | Robert C. Simmonds         
|Corporate Governance | Robert E. Brown (Chair)    
|                     | Barry K. Allen             
|                     | Sophie Brochu              
|                     | Edward C. Lumley           
|                     | Robert C. Simmonds         
|Management Resources | Ronald A. Brenneman (Chair)
|and Compensation     | Barry K. Allen             
|                     | André Bérard               
|                     | Anthony S. Fell            
|                     | Carole Taylor              
|Pension Fund         | Edward C. Lumley (Chair)   
|                     | Ronald A. Brenneman        
|                     | Robert E. Brown            
|                     | Carole Taylor              
|                     | Paul R. Weiss              



BCE INC. | 2011 | ANNUAL INFORMATION FORM
29

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OUR DIRECTORS AND EXECUTIVE OFFICERS



EXECUTIVE OFFICERS

The table below lists BCE Inc.s and Bell Canadas
executive officers, being the 12 members of the Executive Committee of BCE Inc.
and Bell Canada, where they lived and the office that they held at BCE Inc.
and/or Bell Canada on March 8, 2012.

|                       | PROVINCE AND COUNTRY |                                                                         
|---------------------- | -------------------- | ------------------------------------------------------------------------
|NAME                   | OF RESIDENCE         | OFFICE HELD AT BCE INC./BELL CANADA                                     
|Charles W. Brown(1)(2) | Ontario, Canada      | President  The Source (Bell) Electronics Inc. (Bell Canada)            
|Michael Cole           | Ontario, Canada      | Executive Vice-President and Chief Information
Officer (Bell Canada)    
|George A. Cope         | Ontario, Canada      | President and Chief Executive Officer (BCE Inc. and
Bell Canada)        
|Kevin W. Crull         | Ontario, Canada      | President  Bell Media (Bell Canada)                                    
|Stephen Howe           | Ontario, Canada      | Executive Vice-President and Chief Technology
Officer (Bell Canada)     
|Thomas Little          | Ontario, Canada      | President  Bell Business Markets (Bell Canada)                         
|Wade Oosterman         | Ontario, Canada      | President  Bell Mobility and Bell Residential
Services and Chief Brand 
|                       |                      | Officer (Bell Canada)                                                   
|Mary Ann Turcke        | Ontario, Canada      | Executive Vice-President  Field Services
(Bell Canada)                 
|Martine Turcotte       | Québec, Canada       | Vice Chair, Québec (BCE Inc. and Bell Canada)                           
|Siim A. Vanaselja      | Québec, Canada       | Executive Vice-President and Chief Financial Officer
(BCE Inc. and      
|                       |                      | Bell Canada)                                                            
|John Watson            | Ontario, Canada      | Executive Vice-President  Customer Operations
(Bell Canada)            
|David Wells            | Ontario, Canada      | Executive Vice-President  Corporate Services
(BCE Inc. and Bell Canada)



|(1) | Was Vice-President, Sales and Marketing of WaveRider
		Communications Inc. when, in April 2002, WaveRider Communications Inc.
		was delisted from the NASDAQ National Market as a result of its share
		price falling below $1.00 for a period of 30 days. WaveRider
		Communications Inc. then began to trade on the Over The Counter Bulletin
		Board.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Was a director and the Chief Executive Officer of
		Wave Wireless Corporation on, or during the year preceding, October 31,
		2006, the date when Wave Wireless Corporation filed a voluntary petition
		for relief pursuant to Chapter 11 of Title 11 of the United States Code
		in the United States Bankruptcy Court.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Past Occupation

All of our executive officers have held their
present positions or other executive positions with BCE Inc. or Bell Canada
during the past five years or more, except for:

|OFFICER    | PAST OCCUPATION                                                                              
|---------- | ---------------------------------------------------------------------------------------------
|Mr. Brown  | Chief Executive Officer, Wave Wireless Corporation
in 2006                                   
|           | Chief Executive Officer, WaveRider Communications
Inc. from 2005 to 2006                     
|Mr. Little | President and Chief Executive Officer, Visual Sonics
from June 2002 to May 2009              
|Mr. Watson | Executive Vice-President and President, Telus
Consumer Solutions, TELUS Communications Inc.  
|           | from April 2005 to June 2009                                                                 
|Mr. Wells  | Executive Vice-President of Corporate Services,
TELUS Mobility from October 2000 to June 2006

DIRECTORS AND EXECUTIVE OFFICERS SHARE OWNERSHIP

As at December 31, 2011, BCE Inc.s directors and
executive officers as a group beneficially owned, or exercised control or
direction over, directly or indirectly, 796,990 common shares (or 0.1%)
of BCE Inc.



30BCE INC. | 2011 | ANNUAL INFORMATION FORM

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LEGAL PROCEEDINGS

We become involved in various legal proceedings as
a part of our business. This section describes important legal proceedings.
While we cannot predict the final outcome of the legal proceedings described
below or of any other legal proceedings pending at March 8, 2012, based on the
information currently available and managements assessment of the merits of
such legal proceedings, management believes that the resolution of these legal
proceedings will not have a material and negative effect on our financial
statements. With regard to those legal proceedings in which we are defendants,
we believe that we have strong defences and we intend to vigorously defend our
positions.

LAWSUITS INSTITUTED BY BCE INC.

Privatization Transaction Lawsuit

On June 30, 2007, BCE Inc. announced that it had
entered into a definitive agreement (the Definitive Agreement) providing for the
proposed acquisition of all of the outstanding common and preferred equity of
BCE Inc. (the Privatization) by BCE Acquisition Inc. (the Purchaser),
a corporation owned by an investor group led by Teachers Private Capital, the
private investment arm of Teachers, and affiliates of Providence Equity
Partners Inc., Madison Dearborn Partners, LLC and Merrill Lynch Global Private
Equity. The closing of the Privatization was contingent upon the fulfillment of
several closing conditions, including the receipt at the effective time (on
December 11, 2008, the outside date for the closing of the Privatization) of
a positive solvency opinion from KPMG LLP (KPMG). On December 11, 2008, BCE Inc.
announced that it had received from the Purchaser on December 10, 2008 a notice
purporting to terminate the Definitive Agreement. BCE Inc. disputes that the
Purchaser was entitled to terminate the Definitive Agreement on December 10,
2008, as such notice was delivered prematurely, prior to the outside date for
closing of the transaction, and is therefore invalid. Also on December 11, 2008,
BCE Inc. announced that it had received confirmation from KPMG that it would not
be able to deliver an opinion that BCE Inc. would meet, post-transaction, the
solvency tests set out in the Definitive Agreement. All closing conditions had
been satisfied by BCE Inc., other than the solvency opinion, a condition to
closing that was to be satisfied by its nature at the effective time.

In light of these developments, BCE Inc. terminated
the Definitive Agreement in accordance with its terms on December 12, 2008, and
demanded payment of the $1.2 billion break-up fee from the Purchaser. The demand
for payment was refused or neglected by the Purchaser and its guarantors
(Teachers and affiliates of Providence Equity Partners Inc. and Madison
Dearborn Partners, LLC (the Guarantors)). On December 17, 2008, BCE Inc. filed
a motion to institute legal proceedings against the Purchaser and the Guarantors
in the Québec Superior Court in respect of the payment of the $1.2 billion
break-up fee.

Trial has been scheduled to begin in the fall of
2012.

LAWSUITS INSTITUTED AGAINST BCE GROUP COMPANIES

Class Action Concerning Increase to Late Payment Charges

On October 28, 2010, a motion to obtain the
authorization to institute a class action was filed in the Québec Superior Court
against Bell Canada and Bell Mobility on behalf of all physical persons and
companies of 50 employees or less in Canada who were billed late payment charges
since June 2010. The plaintiff alleges that the increase by Bell Canada and
Bell Mobility of the late payment charge imposed on customers who fail to pay
their invoices by the due date from 2% to 3% per month is invalid. The action
seeks an order requiring Bell Canada and Bell Mobility to repay all late payment
charges in excess of 2% per month to the members of the class. In addition to
the reimbursement of such amounts, the action also seeks payment of general and
punitive damages by Bell Canada and Bell Mobility.

On December 16, 2011, the court authorized the
action but limited the class members to residents of the province of Québec with
respect to home phone, wireless and Internet services. A trial date has not yet
been set.

On January 10, 2012, another motion to obtain the
authorization to institute a class action was filed in the Québec Superior Court
against Bell ExpressVu with respect to television services. Plaintiff seeks
authorization to file a class action based on a cause of action alleged to be
identical to the one described in the motion filed on October 28, 2010.



BCE INC. | 2011 | ANNUAL INFORMATION FORM31

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LEGAL PROCEEDINGS



Purported Class Action Concerning Dividends

On October 24, 2008, a statement of claim was filed
under The Class Actions Act(Saskatchewan) in the Saskatchewan Court of
Queens Bench against BCE Inc., the Purchaser and the Guarantors on behalf of
persons or entities who held common shares of BCE Inc. between August 8, 2007
and July 4, 2008. The plaintiffs allege, among other things, that by suspending
the payment of dividends to common shareholders, and amending the Definitive
Agreement without shareholder approval, BCE Inc. violated its by-laws and
articles, its dividend policy, the Definitive Agreement, the Canada Business
Corporations Actand the March 7, 2008 order of the Québec Superior Court
approving the plan of arrangement of BCE Inc. giving effect to the proposed
Privatization. The plaintiffs also allege that BCE Inc. acted in an oppressive
manner. The action seeks, among other things and in addition to unquantified
damages, the payment of dividends for the second and third quarters of 2008. The
statement of claim alleges that class members have suffered damages of at least
$588 million.

On October 15, 2009, BCE Inc. brought a motion to
strike the statement of claim. On December 23, 2009, the plaintiffs filed an
application seeking, among other things, leave to amend the statement of claim
and commence a claim under the secondary market disclosure provisions of The
Securities Act(Saskatchewan) and certification of the action as a class
action. The lawsuit has not yet been certified as a class action. No hearing
date has been set for the various motions pending in this case.

Purported Class Action Concerning 911 Fees

On June 26, 2008, a statement of claim was filed
under The Class Actions Act(Saskatchewan) in the Saskatchewan Court of
Queens Bench against communications service providers, including Bell Mobility
and Bell Aliant LP, on behalf of certain alleged customers. The action also
names BCE Inc. and Bell Canada as defendants. The statement of claim alleges,
among other things, breach of contract and duty to inform, deceit,
misrepresentation and collusion, in connection with certain 911 fees invoiced
by communications service providers to their customers. The plaintiffs seek
unspecified damages and punitive damages. The action seeks certification of
a national class encompassing all customers of communications service providers
wherever resident in Canada. The lawsuit has not yet been certified as a class
action.

Vidéotron Lawsuit

On August 31, 2005, a motion to institute legal
proceedings was filed in the Québec Superior Court against Bell ExpressVu by
Vidéotron ltée, Vidéotron (Régional) ltée and CF Cable TV Inc. (a subsidiary of
Vidéotron ltée). In the statement of claim, the plaintiffs allege that Bell ExpressVu
has failed to adequately protect its system against signal piracy, thereby
depriving the plaintiffs of subscribers who, but for their alleged ability to
pirate Bell ExpressVus signal, would be subscribing to plaintiffs services.
The trial began in September 2011 and ended on January 12, 2012. During the
course of the trial, the damages claimed by plaintiffs were reduced to
approximately $170 million and the plaintiffs indicated they were no longer
claiming punitive damages. Judgment will follow.

Class Action Concerning Wireless System Access Fees

On August 9, 2004, a statement of claim was filed
under The Class Actions Act(Saskatchewan) in the Saskatchewan Court of
Queens Bench against wireless service providers, including Bell Mobility and
Aliant Telecom Inc., on behalf of certain alleged customers (the Initial
Action). This statement of claim alleges, among other things, breach of contract
and duty to inform, deceit, misrepresentation, unjust enrichment and collusion,
in connection with certain system access fees invoiced by wireless
communications service providers to their customers. The plaintiffs are seeking
unspecified damages and punitive damages.

On September 17, 2007, the court granted
certification, on the ground of unjust enrichment only, of a national class
encompassing all customers of the defendant wireless communications service
providers wherever resident in Canada.



32BCE INC. | 2011 | ANNUAL INFORMATION FORM

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LEGAL PROCEEDINGS



On July 27, 2009, a new statement of claim was filed
under The Class Actions Act(Saskatchewan) in the Saskatchewan Court of
Queens Bench against wireless service providers, including Bell Mobility and
members of the Bell Aliant group, on behalf of certain alleged customers (the
Second Action). The statement of claim for the Second Action is based on alleged
facts similar to those in the Initial Action. On December 22, 2009, the court
stayed the Second Action upon an application by defendants to dismiss it as an
abuse of process. On March 9, 2010, the plaintiffs filed a motion for leave to
appeal that decision to the Saskatchewan Court of Appeal. This application was
adjourned pending the outcome of the Initial Action.

On November 15, 2011, the Saskatchewan Court of
Appeal maintained the certification decision of the Court of Queens Bench. On
January 16, 2012, Bell Mobility and the other defendants filed with the Supreme
Court of Canada their respective leave to appeal applications of the
Saskatchewan Court of Appeal decision.

On December 16, 2011, a new proceeding was filed in
the Supreme Court of British Columbia against several telecommunication service
providers, including BCE Inc. and Bell Mobility. The claim is similar to the
Initial Action. The relief sought includes an injunction restraining the alleged
misrepresentation, an order for restoration or disgorgement of the system access
fees revenue and punitive damages. The claim has not yet been certified as
a class proceeding.

OTHER

We are subject to other legal proceedings considered
normal in the ordinary course of our current and past operations, including
employment-related disputes, contract disputes and customer disputes. In some
legal proceedings, the claimant seeks damages as well as other relief which, if
granted, would require substantial expenditures on our part.



BCE INC. | 2011 | ANNUAL INFORMATION FORM33

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INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL
TRANSACTIONS

To the best of our knowledge, there were no
directors or executive officers or any associate or affiliate of a director
or executive officer with a material interest in any transaction within the
three most recently completed financial years or during the current financial
year that has materially affected us or is reasonably expected to materially
affect us.

EXPERTS

Deloitte & Touche LLP prepared the Report of
Independent Registered Chartered Accountants in respect of our audited
consolidated financial statements and the Report of Independent Registered
Chartered Accountants in respect of our internal control over financial
reporting. Deloitte & Touche LLP is independent of BCE Inc. within the meaning
of the Code of Ethics of the Ordre des comptables agréés du Québecand
the United States Securities Act of 1933and the applicable rules and
regulations thereunder adopted by the Securities and Exchange Commission and the
Public Company Accounting Oversight Board (United States).

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the common
shares and preferred shares of BCE Inc. in Canada is CST, acting as
administrative agent for CIBC Mellon at its principal offices in Montréal,
Québec; Halifax, Nova Scotia; Toronto, Ontario; Calgary, Alberta; and Vancouver,
British Columbia and in the United States is American Stock Transfer & Trust
Company, LLC at its principal offices in Brooklyn, New York.

The register for Bell Canadas debentures and
Bell Canadas subordinated debentures is kept at the principal office of CIBC
Mellon, in Montréal, and facilities for registration, exchange and transfer of
the debentures are maintained at the principal offices of CIBC Mellon through
BNY Trust Company of Canada acting as attorney in Montréal, Toronto, Calgary
and Vancouver.



34BCE INC. | 2011 | ANNUAL INFORMATION FORM

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FOR MORE INFORMATION

DOCUMENTS YOU CAN REQUEST

You can ask us for a copy of any of the following
documents:

- this Annual Information Form, together with any
document, or the relevant pages of any document, incorporated by reference into
it;
- BCE Inc.s most recent annual report, which includes
the audited consolidated financial statements and managements discussion and
analysis for the most recently completed financial year together with the
accompanying auditors report;
- any interim financial statements that were filed
after the financial statements for the most recently completed financial
year; and
- any other documents that are incorporated by
reference into a preliminary short form prospectus or a short form prospectus
and are not listed above.

Please send your request to the Corporate Secretary
of BCE Inc., at 1 Carrefour Alexander-Graham-Bell, Building A, 8th Floor,
Verdun, Québec H3E 3B3.

We will send you the documents at no charge when our
securities are being distributed under a preliminary short form prospectus or
short form prospectus. At any other time, we may charge you a reasonable fee if
you or the company you work for is not a securityholder of BCE Inc.

You can also ask us for a copy of the annual and
quarterly managements discussion and analysis of BCE Inc. by contacting the
Investor Relations group of BCE Inc., at 1 Carrefour Alexander-Graham-Bell,
Building A, 8th Floor, Verdun, Québec H3E 3B3 or by sending an e-mail to
investor.relations@bce.ca.

OTHER INFORMATION ABOUT BCE INC.

The above documents, as well as BCE Inc.s annual
and quarterly reports and news releases, are also available on BCE Inc.s
website at www.bce.ca.

Additional information, including information as to
directors and officers remuneration and securities authorized for issuance
under equity compensation plans, is contained in BCE Inc.s management proxy
circular for its most recent annual meeting of the securityholders that involved
the election of directors.

Additional information relating to BCE Inc. is
available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Additional
financial information is provided in BCE Inc.s audited consolidated financial
statements and related managements discussion and analysis for BCE Inc.s most
recently completed financial year contained in the BCE 2011 Annual Report.

|Shareholder inquiries | 1-800-561-0934
|--------------------- | --------------
|Investor relations    | 1-800-339-6353



BCE INC. | 2011 | ANNUAL INFORMATION FORM35

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SCHEDULE 1  AUDIT COMMITTEE INFORMATION(1)

The purpose of BCE Inc.s audit committee (Audit
Committee) is to assist the board of directors in its oversight of:

- the integrity of BCE Inc.s financial statements and
related information;
- BCE Inc.s compliance with applicable legal and
regulatory requirements;
- the independence, qualifications and appointment of
the external auditors;
- the performance of both the external and internal
auditors;
- BCE Inc.s managements responsibility for assessing
and reporting on the effectiveness of internal controls; and
- BCE Inc.s enterprise risk management processes.

Members Financial Literacy, Expertise and
Simultaneous Service

Under the Sarbanes-Oxley Actand related
United States Securities and Exchange Commission rules, BCE Inc. is required to
disclose whether its Audit Committee members include at least one audit
committee financial expert, as defined by these rules. In addition, National
Instrument 52-110  Audit Committeesand the New York Stock Exchange
governance rules followed by BCE Inc. require that all audit committee members
be financially literate and independent.

The board of directors has determined that all the
members of the Audit Committee during 2011 were, and all current members of the
Audit Committee are, financially literate and independent. In respect of the
current Audit Committee members, as well as members during 2011, the board of
directors determined that at least one of the members of the Audit Committee,
being the current Chair of the Audit Committee, Mr. P.R. Weiss, is qualified as
an audit committee financial expert. The table below indicates the relevant
education and experience of all the Audit Committee members during 2011 and the
current members.

Relevant Education and Experience

|P.R. Weiss, FCA (Chair) | Mr. Weiss has been a director on the BCE Inc. board
of directors since May 2009 and became Chair of the Audit Committee on May 7,
2009. Mr. Weiss is director and audit committee Chair at ING Bank of Canada,
director and audit committee Chair at Torstar Corporation and director and
member of the audit committee of Empire Life Insurance Company. He is Chair of
the Board of Directors of Soulpepper Theatre Company, past Chair of Toronto
Rehab Foundation, and a director of Niagara International Music Festival. For
over 40 years, until his retirement in 2008, he was with KPMG Canada. He served
as Managing Partner of the Canadian Audit Practice, a member of KPMG Canadas
Management Committee, and a member of the International Global Audit Steering
Group. Mr. Weiss holds a Bachelor of Commerce degree from Carleton University.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|A. Bérard, O.C.         | Mr. Bérard has been a director on the BCE Inc. board
of directors since January 2003. He is a director of Bombardier Inc., Groupe
BMTC Inc., Saputo Inc., and TransForce Inc. Mr. Bérard was Chair of the Board of
National Bank of Canada (chartered bank) from 2002 to March 2004, and Chair of
the Board and Chief Executive Officer of National Bank of Canada from 1990 to
March 2002. He holds a Fellows Diploma from the Institute of Canadian Bankers
and was Chair of the Executive Council of the Canadian Bankers Association from
1986 to 1988. He was appointed an Officer of the Order of Canada in 1995.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Sophie Brochu           | Ms. Brochu has been a director on the BCE Inc. board
of directors since May 2010. Ms. Brochu has worked in the energy industry for
nearly 25 years. She began her career in 1987 with SOQUIP (Société québécoise
dinitiatives pétrolières) and held several positions, including
Vice-President, Development, a position she held until 1997. Ms. Brochu joined
Gaz Métro (natural gas distributor in Québec) in 1997 as Vice-President,
Business Development where she held several positions including Executive
Vice-President, responsible for all natural gas distribution activities in
Québec. In 2007, she was appointed President and Chief Executive Officer of Gaz
Métro. Ms. Brochu is also a director of Gaz Métro. Ms. Brochu is a member of the
audit committee of Bank of Montréal. She is a graduate in Economics from
Université Laval in Québec City, where she specialized in the energy field. She
is Chair of the Board of the Montréal Museum of Archaeology and History
(Pointe-à-Callière). She is also actively involved with Muscular Dystrophy
Canada. Ms. Brochu was co-president of the Centraide of Greater Montréal
campaign for 2010 and is also involved in 80, ruelle de lAvenir project, which
aims to combat school dropout in the Centre-Sud and Hochelaga Maisonneuve
neighbourhoods.



|(1) | You will find a summary of the differences between
our governance practices and the New York Stock Exchange governance rules in the
governance section of BCE Inc.s website at www.bce.ca
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



36BCE INC. | 2011 | ANNUAL INFORMATION FORM

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SCHEDULE 1  AUDIT COMMITTEE INFORMATION



|A.S. Fell, O.C.                      | Mr. Fell has been a director on the BCE Inc. board
of directors since January 2002. Mr. Fell is a former Deputy Chairman of Royal
Bank of Canada. He was with RBC Capital Markets (investment bank) and
predecessor companies for 48 years including 18 years as Chief Executive Officer
and a further 8 years as Chairman until his retirement in 2007. He is a director
of Loblaw Companies Limited. Mr. Fell is a past Chairman of Munich Reinsurance
Company of Canada and past Chairman of the Investment Dealers Association of
Canada and a past Governor of the Toronto Stock Exchange. Mr. Fell is also
a past Chairman of the University Health Network, the United Way Campaign for
Metropolitan Toronto, the Princess Margaret Hospital Capital Campaign and is
a past Governor of the Duke of Edinburghs Award Program in Canada, St. Andrews
College and the Ontario Division of the Canadian Arthritis Society. Mr. Fell was
appointed an Officer of the Order of Canada in 2001 and received an Honorary
Doctor of Laws Degree from McMaster University in 2001 and from the University
of Toronto in 2006 and was inducted into the Canadian Business Hall of Fame in
2010.                                                                                                                                                                                   
|------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|J. Prentice
(since November 2, 2011) | Mr. Prentice is a director on the BCE Inc. board of
directors since July 21, 2011. Mr. Prentice is responsible for expanding CIBCs
relationships with corporate clients across Canada and abroad, and for providing
leadership on strategic initiatives to enhance CIBCs position in the market.
Mr. Prentice is well known for his contribution to public life in Canada. He was
first elected as the Member of Parliament for Calgary Centre North in 2004 and
re-elected in 2006 and 2008. From January 2006 until November 2010 he was one of
the most senior Ministers in the Canadian Government, serving variously as the
Minister of Industry, the Minister of the Environment and the Minister of Indian
Affairs and Northern Development. In addition, Mr. Prentice chaired the
Operations Committee of Cabinet and sat on the Priorities and Planning Committee
from 2006 through November 2010. Prior to entering public office, Mr. Prentice
practiced law in Calgary, specializing in commercial law and property rights. He
served as the Co-Chair of the Indian Claims Commission of Canada from 1993 until
2000. He graduated from the University of Alberta with a Bachelor of Commerce in
1977 and then entered Dalhousie Law School as a Dunn Scholar, graduating with
his Bachelor of Laws in 1980. Mr. Prentice was designated a Queens Counsel in
1992.
|R. C. Simmonds 
(since May 12, 2011) | Mr. Simmonds has been a director on the BCE Inc.
board of directors since May 2011. Mr. Simmonds is a seasoned Canadian
telecommunications executive who has served in public company roles from 1994 to
2006. From 1985 until 2000, he served as Chairman of Clearnet Communications
Inc., a Canadian wireless competitor that launched two all-new digital mobile
networks. He became the Chairman of Lenbrook Corporation (national distributor
of electronics components and radio products) in 2002, having been a founder and
director of the company since 1977. Internationally regarded as a leading
wireless communications engineer and mobile spectrum authority, Mr. Simmonds has
played a key role in the development of Canadas mobile spectrum policies for
more than 30 years. He is an executive with the Radio Advisory Board of Canada (RABC),
the body that provides unbiased and technically expert advice to the federal
Department of Industry, and is a past Chair of the Canadian Wireless
Telecommunications Association (CWTA). A laureate and member of Canadas
Telecommunications Hall of Fame and recipient of the Engineering Medal for
Entrepreneurship from Professional Engineers Ontario, Mr. Simmonds earned his
B.A. Sc. in Electrical Engineering at the University of Toronto.                                                         
|Carole Taylor 
(until May 12, 2011)  | Ms. Taylor has been a director on the BCE Inc. board
of directors since August 2010 and a member of the Audit Committee until May 12,
2011. From December 2008 to January 2010, Ms. Taylor served as Chair of the
Federal Finance Ministers Economic Advisory Council. Ms. Taylor was also Senior
Advisor for Borden Ladner Gervais LLP (law firm) until September 2010. She
served as Minister of Finance for British Columbia from June 2005 to June 2008.
In May 2005, Ms. Taylor was elected to the Legislative Assembly of British
Columbia to represent the riding of Vancouver-Langara. From July 2001 to
March 2005, she served as Chair of CBC/Radio-Canada. Ms. Taylor was a director
and member of the audit committee of The Toronto Dominion Bank. She is the
Chancellor of Simon Fraser University. Ms. Taylor earned her B.A. in English at
the University of Torontos Victoria College.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

The New York Stock Exchange governance rules
followed by BCE Inc. require that if an audit committee member serves
simultaneously on the audit committee of more than three public companies, the
board of directors must determine and disclose that this simultaneous service
does not impair the ability of the member to effectively serve on the
audit committee.

In addition to serving on BCE Inc.s Audit
Committee, Mr. Bérard served on the audit committees of the following public
companies: Bombardier Inc., Groupe BMTC Inc. and TransForce Inc. The board of
directors has carefully reviewed the audit committee service of Mr. Bérard and
has concluded that these other activities do not currently impair his ability
to effectively serve on BCE Inc.s Audit Committee. This conclusion is based on
the following:

- he is retired and is not involved in professional
activities other than sitting on various public corporations boards
of directors and audit committees;
- he has extensive accounting and financial knowledge
and experience, which serves the best interests of BCE Inc.; and
- he makes valuable contributions to BCE Inc.s Audit
Committee.



BCE INC. | 2011 | ANNUAL INFORMATION FORM37

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SCHEDULE 1  AUDIT COMMITTEE INFORMATION



Pre-Approval Policies and Procedures

BCE Inc.s Auditor Independence Policy is
a comprehensive policy governing all aspects of our relationship with the
external auditors, including:

- establishing a process for determining whether
various audit and other services provided by the external auditors affect
their independence;
- identifying the services that the external auditors
may and may not provide to BCE Inc. and its subsidiaries;
- pre-approving all services to be provided by the
external auditors of BCE Inc. and its subsidiaries; and
- establishing a process outlining procedures when
hiring current or former personnel of the external auditors in a financial
oversight role to ensure auditor independence is maintained.

In particular, the policy specifies that:

- the external auditors cannot be hired to provide any
services falling within the prohibited services category, such as bookkeeping,
financial information system design and implementation and legal services;
- for all audit or non-audit services falling within
the permitted services category (such as prospectus work, due diligence and
non-statutory audits), a request for approval must be submitted to the audit
committee prior to engaging the external auditors;
- specific permitted services however are pre-approved
annually and quarterly by the audit committee and consequently only require
approval by the Chief Financial Officer prior to engaging the external auditors;
and
- at each regularly scheduled audit committee meeting,
a consolidated summary of all fees paid to the external auditors by service type
is presented. This summary includes a breakout of fees incurred within the
pre-approved amounts.

The Auditor Independence Policy is available in the
governance section of BCE Inc.s website at www.bce.ca.

External Auditors Fees

The table below shows the fees that BCE Inc.s
external auditors, Deloitte & Touche LLP, billed to BCE Inc. and its
subsidiaries for various services in each of the past two fiscal years.

|                      | 2011           |   | 2010           |  
|--------------------- | -------------- | - | -------------- | -
|                      | (IN $ MILLIONS | ) | (IN $ MILLIONS | )
|Audit fees(1)         | 9.5            |   | 9.1            |  
|Audit-related fees(2) | 1.6            |   | 1.4            |  
|Tax fees(3)           | 0.7            |   | 0.7            |  
|All other fees(4)     |               |   | 0.3            |  
|Total(5)              | 11.8           |   | 11.5           |  



|(1) | These fees include professional services provided by
the external auditors for statutory audits of the annual financial statements,
the audit of the effectiveness of internal control over financial reporting, the
review of interim financial reports, the review of financial accounting and
reporting matters, the review of securities offering documents, other regulatory
audits and filings and translation services.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | These fees relate to non-statutory audits and due
diligence procedures.                                                                                                                                                                                                                                                                                                                                                       
|(3) | These fees include professional services for tax
compliance, tax advice and assistance with tax audits and appeals.                                                                                                                                                                                                                                                                                                           
|(4) | These fees include any other fees for permitted
services not included in any of the above-stated categories. In 2010, the fees
are solely for services related to compliance with the Payment Card Industry
Data Security Standard.                                                                                                                                                                                           
|(5) | The amounts of $11.8 million for 2011 and
$11.5 million for 2010 reflect fees billed in those fiscal years without taking
into account the year to which those services relate. Total fees for services
provided for each fiscal year amounted to $9.7 million in 2011 and $10.5 million
in 2010.                                                                                                                             



38BCE INC. | 2011 | ANNUAL INFORMATION FORM

---



SCHEDULE 1A  AUDIT COMMITTEE CHARTER

|I.                                                                                                                                                                                                                                             | PURPOSE                                                                                                                                                                                                    
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The purpose of the Audit Committee is to assist the
Board of Directors in its oversight of:                                                                                                                                                   
|A.                                                                                                                                                                                                                                             | the
integrity of the Corporations financial statements and related information;                                                                                                                           
|B.                                                                                                                                                                                                                                             | the
Corporations compliance with applicable legal and regulatory requirements;                                                                                                                            
|C.                                                                                                                                                                                                                                             | the
independence, qualifications and appointment of the shareholders auditor;                                                                                                                             
|D.                                                                                                                                                                                                                                             | the
performance of the Corporations shareholders auditor and internal audit;                                                                                                                             
|E.                                                                                                                                                                                                                                             | management responsibility for assessing and reporting on the effectiveness of
internal controls; and                                                                                                       
|F.                                                                                                                                                                                                                                             | the
Corporations enterprise risk management processes.                                                                                                                                                    
|                                                                                                                                                                                                                                               |                                                                                                                                                                                                            
|II.                                                                                                                                                                                                                                            | DUTIES AND RESPONSIBILITIES                                                                                                                                                                                
|The Audit Committee shall perform the functions
customarily performed by audit committees and any other functions assigned
by the Board of Directors. In particular, the Audit Committee shall have the
following duties and responsibilities:
|                                                                                                                                                                                                                                              
|A. Financial Reporting and Control                                                                                                                                                                                                            
|1.                                                                                                                                                                                                                                             | On a periodic basis, review and discuss with
management and the shareholders auditor the following:                                                                                                       
|                                                                                                                                                                                                                                               | a.                                                                                                                                                                                                         
|                                                                                                                                                                                                                                               | b.                                                                                                                                                                                                         
|                                                                                                                                                                                                                                               | c.                                                                                                                                                                                                         
|                                                                                                                                                                                                                                               | d.                                                                                                                                                                                                         
|2.                                                                                                                                                                                                                                             | Meet to review and discuss with management and
the shareholders auditor, report and, where appropriate, provide
recommendations to the Board of Directors on the following prior to its public
disclosure:
|                                                                                                                                                                                                                                               | a.                                                                                                                                                                                                         
|                                                                                                                                                                                                                                               |                                                                                                                                                                                                            
|                                                                                                                                                                                                                                               | b.                                                                                                                                                                                                         
|3.                                                                                                                                                                                                                                             | Review and discuss reports from the shareholders
auditor on:                                                                                                                                              
|                                                                                                                                                                                                                                               | a.                                                                                                                                                                                                         
|                                                                                                                                                                                                                                               | b.                                                                                                                                                                                                         
|                                                                                                                                                                                                                                               | c.                                                                                                                                                                                                         



BCE INC. | 2011 | ANNUAL INFORMATION FORM39

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SCHEDULE 1A  AUDIT COMMITTEE CHARTER



|B. Oversight of the Shareholders Auditors
|------------------------------------------
|1.                                        
|2.                                        
|3.                                        
|4.                                        
|5.                                        
|6.                                        
|                                          
|                                          
|                                          
|7.                                        
|                                          
|                                          
|8.                                        
|9.                                        
|10.                                       
|                                          
|C. Oversight of Internal Audit            
|1.                                        
|                                          
|                                          
|                                          
|2.                                        



40BCE INC. | 2011 | ANNUAL INFORMATION FORM

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SCHEDULE 1A  AUDIT COMMITTEE CHARTER



|D. Oversight of the Corporations Internal
Control System
|---------------------------------------------------------
|1.                                                       
|                                                         
|                                                         
|                                                         
|                                                         
|2.                                                       
|3.                                                       
|4.                                                       
|5.                                                       
|                                                         
|E. Oversight of the Corporations Risk Management        
|1.                                                       
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|2.                                                       
|                                                         
|                                                         
|3.                                                       
|                                                         
|F. Compliance with Legal Requirements                    
|1.                                                       
|2.                                                       



BCE INC. | 2011 | ANNUAL INFORMATION FORM41

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SCHEDULE 1A  AUDIT COMMITTEE CHARTER



|III.                                                                                                                                                                                                                                                                                                                                                                            | EVALUATION OF THE AUDIT COMMITTEE AND REPORT
TO BOARD OF DIRECTORS                                                                                                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|A.                                                                                                                                                                                                                                                                                                                                                                              | The Audit Committee shall evaluate and review
with the Corporate Governance Committee of the Board of Directors, on an annual
basis, the performance of the Audit Committee.                                                                                                                                                                      
|B.                                                                                                                                                                                                                                                                                                                                                                              | The Audit Committee shall review and discuss with
the Corporate Governance Committee of the Board of Directors, on an annual
basis, the adequacy of the Audit Committee charter.                                                                                                                                                                  
|C.                                                                                                                                                                                                                                                                                                                                                                              | The Audit Committee shall report to the Board of
Directors periodically on the Audit Committees activities.                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                   
|IV.                                                                                                                                                                                                                                                                                                                                                                             | OUTSIDE ADVISORS                                                                                                                                                                                                                                                                                                                                  
|The Audit Committee shall have the authority to
engage outside counsel and other outside advisors as it deems appropriate to
assist the Audit Committee in the performance of its functions. The Corporation
shall provide appropriate funding for such advisors as determined by the Audit
Committee.                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                   
|V.                                                                                                                                                                                                                                                                                                                                                                              | MEMBERSHIP                                                                                                                                                                                                                                                                                                                                        
|The Audit Committee shall consist of such number of
directors, in no event to be less than three, as the Board of Directors may from
time to time by resolution determine. The members of the Audit Committee shall
meet the independence, experience and other membership requirements under
applicable laws, rules and regulations as determined by the Board of Directors.  
|                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                   
|VI.                                                                                                                                                                                                                                                                                                                                                                             | AUDIT COMMITTEE CHAIR                                                                                                                                                                                                                                                                                                                             
|The Chair of the Audit Committee shall be appointed
by the Board of Directors. The Chair of the Audit Committee leads the Audit
Committee in all aspects of its work and is responsible to effectively manage
the affairs of the Audit Committee and ensure that it is properly organized and
functions efficiently. More specifically, the Chair of the Audit Committee
shall:
|A.                                                                                                                                                                                                                                                                                                                                                                              | Provide leadership to enable the Audit Committee
to act effectively in carrying out its duties and responsibilities as described
elsewhere in this charter and as otherwise may be appropriate;                                                                                                                                                   
|B.                                                                                                                                                                                                                                                                                                                                                                              | In consultation with the Board Chair and the
Chief Executive Officer, ensure that there is an effective relationship between
management and the members of the Audit Committee;                                                                                                                                                                   
|C.                                                                                                                                                                                                                                                                                                                                                                              | Chair meetings of the Audit Committee;                                                                                                                                                                                                                                                                                                            
|D.                                                                                                                                                                                                                                                                                                                                                                              | In consultation with the Chief Executive Officer,
the Corporate Secretarys Office and the Board Chair, determine the frequency,
dates and locations of meetings of the Audit Committee;                                                                                                                                                          
|E.                                                                                                                                                                                                                                                                                                                                                                              | In consultation with the Chief Executive Officer,
the Chief Financial Officer, the Corporate Secretarys Office and, as required,
other Officers, review the annual work plan and the meeting agendas to ensure
all required business is brought before the Audit Committee to enable it to
efficiently carry out its duties and responsibilities;
|F.                                                                                                                                                                                                                                                                                                                                                                              | Ensure, in consultation with the Board Chair,
that all items requiring the Audit Committees approval are
appropriately tabled;                                                                                                                                                                                                                   
|G.                                                                                                                                                                                                                                                                                                                                                                              | Ensure the proper flow of information to the
Audit Committee and review, with the Chief Executive Officer, the Chief
Financial Officer, the Corporate Secretarys Office and, as required, other
Officers, the adequacy and timing of materials in support of managements
proposals;                                                             
|H.                                                                                                                                                                                                                                                                                                                                                                              | Report to the Board of Directors on the matters
reviewed by, and on any decisions or recommendations of, the Audit Committee at
the next meeting of the Board of Directors following any meeting of the Audit
Committee; and                                                                                                                      
|I.                                                                                                                                                                                                                                                                                                                                                                              | Carry out any special assignments or any
functions as requested by the Board of Directors.                                                                                                                                                                                                                                                        



42BCE INC. | 2011 | ANNUAL INFORMATION FORM

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SCHEDULE 1A  AUDIT COMMITTEE CHARTER



|VII.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | TERM                   
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------
|The members of the Audit Committee shall be
appointed or changed by resolution of the Board of Directors to hold office from
the time of their appointment until the next annual general meeting of the
shareholders or until their successors are so appointed.                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                        
|VIII.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | PROCEDURES FOR MEETINGS
|The Audit Committee shall fix its own procedure at
meetings and for the calling of meetings. The Audit Committee shall meet
separately in executive session in the absence of management, internal audit and
the shareholders auditor, at each regularly scheduled meeting.                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                        
|IX.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | QUORUM AND VOTING      
|Unless otherwise determined from time to time by
resolution of the Board of Directors, two members of the Audit Committee shall
constitute a quorum for the transaction of business at a meeting. For any
meeting(s) at which the Audit Committee Chair is absent, the Chair of the
meeting shall be the person present who shall be decided upon by all members
present. At a meeting, any question shall be decided by a majority of the votes
cast by members of the Audit Committee, except where only two members are
present, in which case any question shall be decided unanimously.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                        
|X.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | SECRETARY              
|Unless otherwise determined by resolution of the
Board of Directors, the Corporate Secretary of the Corporation or his/her
delegate shall be the Secretary of the Audit Committee.                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                        
|XI.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | VACANCIES              
|Vacancies at any time occurring shall be filled by
resolution of the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                        
|XII.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | RECORDS                
|The Audit Committee shall keep such records as it
may deem necessary of its proceedings and shall report regularly its activities
and recommendations to the Board of Directors as appropriate.                                                                                                                                                                                                                                                                                                                                                                                             



BCE INC. | 2011 | ANNUAL INFORMATION FORM43

---



SCHEDULE 2  GLOSSARY

Certain capitalized words and terms used throughout
this Annual Information Form are defined below:

2008/2009 NCIBmeans BCE Inc.s
normal course issuer bid for the 12-month period starting on December 23, 2008
and ending on December 22, 2009 which BCE Inc. completed in May 2009;

2010 NCIBmeans BCE Inc.s normal
course issuer bid for the 12-month period starting on December 29, 2009 and
ending on December 28, 2010 which BCE Inc. completed in December 2010;

2011/2012 NCIBmeans BCE Inc.s
normal course issuer bid for the 12-month period starting on December 12, 2011
and ending on December 11, 2012;

Adjusted EPSmeans EPS before
restructuring and other and net (gains) losses on investments;

Audit Committeemeans BCE Inc.s
audit committee;

AWSmeans advanced wireless
services;

BCE 2011 Annual Reportmeans the
BCE Inc. 2011 annual report;

BCE 2011 MD&Ameans BCE Inc.s 2011
managements discussion and analysis on pages 22 to 75 and on page 121of the BCE 2011 Annual Report;

BDUsmeans broadcasting
distribution undertakings;

Bellmeans Bell Canada, and
comprises our Bell Wireline, Bell Wireless and Bell Media segments;

Bell Aliantmeans, collectively,
Bell Aliant Inc. and its subsidiaries;

Bell Aliant LPmeans Bell Aliant
Regional Communications, Limited Partnership;

Bell ExpressVumeans Bell ExpressVu
Limited Partnership;

Bell Mediameans Bell Media Inc.;

Bell Mobility
means Bell Mobility Inc.;

BTSmeans Bell Technical Solutions;

Carrier holding companymeans
a parent company owning at least 662/3% of the voting shares of the
carrier company;

CDMAmeans code division multiple
access;

CDSmeans the Canadian Depository
for Securities;

CEPmeans the Communications,
Energy and Paperworkers Union of Canada;

CIBC Mellonmeans CIBC Mellon Trust
Company;

CRTCmeans the Canadian
Radio-television and Telecommunications Commission;

CSTmeans Canadian Stock Transfer
Company Inc.;

CTVmeans CTV Inc. (formerly CTVglobemedia Inc. and now named Bell Media Inc.);

DBRSmeans DBRS Limited;

Definitive Agreementmeans the
definitive agreement dated as of June 29, 2007 between the Purchaser and
BCE Inc., as amended on July 12, 2007 and by the final amending agreement dated
July 4, 2008;

DSLmeans digital subscriber line;

DTCmeans the United States
Depository Trust Company;

DTHmeans direct-to-home;

EPSmeans
earnings per share;

EVDOmeans evolution-data optimized;

Expertech
means Expertech Network Installation Inc.;

Fibe TVmeans Bell Canadas
IPTV service;

FTTBmeans fibre-to-the-building;

FTTHmeans
fibre-to-the-home;

FTTNmeans fibre-to-the-node;

GAAPmeans
generally accepted accounting principles;

Guarantorsmeans Teachers and
affiliates of Providence Equity Partners Inc. and Madison Dearborn
Partners, LLC;

HSPA+ networkmeans our wireless
high-speed packet access plus network launched in November 2009;

ICTmeans information and
communications technology;

Initial Actionmeans the statement
of claim filed on August 9, 2004 under The Class Actions Act
(Saskatchewan) in the Court of Queens Bench, Judicial Centre of Regina,
Saskatchewan against wireless communications service providers, including
Bell Mobility and Aliant Telecom Inc., on behalf of certain alleged customers;

IPmeans Internet protocol;

IPTVmeans Internet protocol
television;

IPVPNmeans Internet protocol
virtual private network;

ITmeans information technology;

KPMG
means KPMG LLP;

LTEmeans long-term evolution;



44BCE INC. | 2011 | ANNUAL INFORMATION FORM

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SCHEDULE 2  GLOSSARY



Mbpsmeans megabits per second;

MDUsmeans multiple-dwelling units;

MLSEmeans Maple Leaf Sports &
Entertainment Ltd.;

Moodysmeans Moodys Investors
Service, Inc.;

MTN Debenturesmeans the unsecured
medium-term debentures issued by Bell Canada under the Shelf Prospectus and the
Prospectus Supplement;

NBAmeans National Basketball
Association;

Nortel Networksmeans,
collectively, Nortel Networks Corp. and Nortel Networks Ltd.;

NorthernTelmeans NorthernTel,
Limited Partnership;

Privatizationmeans the proposed
acquisition, pursuant to the terms of the Definitive Agreement, of all of the
outstanding common and preferred equity of BCE Inc. by the Purchaser;

Prospectus Supplementmeans the
prospectus supplement dated September 4, 2009, filed by Bell Canada with
the Canadian securities regulatory authorities, providing for the issuance,
until October 3, 2011, of up to $3 billion of unsecured MTN Debentures;

Purchasermeans BCE Acquisition
Inc. (formerly known as 6796508 Canada Inc.), a corporation owned by an investor
group led by Teachers Private Capital, the private investment arm of Teachers,
and affiliates of Providence Equity Partners Inc., Madison Dearborn Partners,
LLC and Merrill Lynch Global Private Equity;

PVRmeans personal video recorder;

Rogersmeans Rogers Communications
Inc.;

Second Actionmeans the statement
of claim filed on July 27, 2009 under The Class Actions Act
(Saskatchewan) in the Court of Queens Bench, Judicial Centre of Regina,
Saskatchewan against wireless service providers, including Bell Mobility and
members of the Bell Aliant group, on behalf of certain alleged customers;

SEHSmeans security, environmental
and health and safety;

Shelf Prospectusmeans the shelf
prospectus dated September 3, 2009, filed by Bell Canada with the Canadian
securities regulatory authorities, providing for the issuance, until October 3,
2011, of up to $3 billion of unsecured debt securities;

SkyTerrameans SkyTerra
Communications Inc.;

S&Pmeans Standard & Poors
Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc.;

Teachersmeans Ontario Teachers
Pension Plan Board;

Telecom Regulationsmeans the Telecommunication Actand associated regulations;

Torstarmeans Torstar Corporation;

Transaction Agreementmeans the
agreement between BCE Inc., CTV, Woodbridge, Teachers and Torstar dated
September 10, 2010 with respect to the acquisition by BCE Inc. of the remaining
85% interest in CTV that it did not already own;

USBmeans universal serial bus;

USWAmeans the United Steel Workers
of America;

Virginmeans Virgin Mobile Canada;

Woodbridgemeans, collectively,
Woodbridge Investments, Woodbridge Limited and Woodbridge Holdco;

Woodbridge Holdcomeans 1565117
Ontario Limited;

Woodbridge Investmentsmeans
Woodbridge Investments Inc.;

Woodbridge Limitedmeans The
Woodbridge Company Limited; and

xWavemeans xWave, a division of
Bell Canada.



BCE INC. | 2011 | ANNUAL INFORMATION FORM45

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