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## Notes to Consolidated Financial Statements 

## Note 21 : Share Capital 

## Preferred Shares 

BCE Inc.’s articles of amalgamation provide for an unlimited number of First Preferred Shares and Second Preferred Shares. The terms set out in the articles authorize BCE Inc.’s directors to issue the shares in one 

or more series and to set the number of shares and conditions for each series. 

The table below is a summary of the principal terms of BCE Inc.’s First Preferred Shares. There were no Second Preferred Shares issued and outstanding at December 31, 2004. BCE Inc.’s articles of amalgama- tion describe the terms and conditions of these shares in detail. 

<img src='content_image/120962.jpg'>

## Voting Rights 

All of the issued and outstanding preferred shares at December 31, 2004 were non-voting, except under special circumstances when the holders are entitled to one vote per share. 

## Entitlement to Dividends 

Holders of Series R, Z, AA and AC shares are entitled to fixed cumulative quarterly dividends. The dividend rate on these shares is reset every five years, as set out in BCE Inc.’s articles of amalgamation. 

Holders of Series S and Y shares are entitled to floating adjustable cumulative monthly dividends. 

If Series Q, AB and AD shares are issued, their hold- ers will be entitled to floating adjustable cumulative monthly dividends. 

If Series T shares are issued, their holders will be entitled to fixed cumulative quarterly dividends. 

## Conversion Features 

All of the issued and outstanding preferred shares at December 31, 2004 are convertible at the holder’s 

option into another associated series of preferred shares on a one-for-one basis as per the terms set out in BCE Inc.’s articles of amalgamation. 

## Redemption Features 

BCE Inc. may redeem Series R, Z, AA and AC shares on the redemption date and every five years after that date. 

If Series T shares are issued, BCE Inc. may redeem them on the redemption date and every five years after that date. 

BCE Inc. may redeem Series S and Y shares at any time at $25.50 per share (being a 2% premium to the issue price). If Series Q, AB and AD shares are issued, BCE Inc. may redeem them at any time. 

## Common Shares and Class B Shares 

BCE Inc.’s articles of amalgamation provide for an unlimited number of voting common shares and non- voting Class B shares. The common shares and the Class B shares rank equally in the payment of divi- dends and in the distribution of assets if BCE Inc. is liquidated, dissolved or wound up, after payments due to the holders of preferred shares. 

