BCE BCE Inc

Five ways

to vote

by proxy

Voting by proxy is the easiest way to vote

Please refer to the proxy form or voting instruction form provided to you or to section 2, entitled About voting your shares, for more information on the voting methods available to you. If you elect to vote on the Internet or by telephone, you do not need to return your proxy form or voting instruction form.

Corporate governance

BCE’s Board of Directors (Board) and management believe that strong corporate governance practices contribute to superior results in creating and maintaining shareholder value. That is why we continually seek to strengthen our corporate governance practices and ethical business conduct by adopting best practices and providing full transparency and accountability to our shareholders. The Board is responsible for the supervision of the business and affairs of the Corporation.

Board information and governance best practices

Executive compensation

BCE is focused on a pay-for-performance approach for all team members, including our executives. In order to attract, motivate and retain top talent, the Corporation offers a competitive total compensation package, with target positioning at the 60th percentile of the comparator group for strong performers.

The mix of vehicles awarded under the long-term incentive plan favours the execution of multiple objectives. They are structured to create sustainable value for shareholders by attracting, motivating and retaining the executive officers needed to drive the business strategy, and rewarding them for delivering on our goal of advancing how Canadians connect with each other and the world, through the successful execution of our six strategic imperatives. As noted in the Compensation Discussion & Analysis, the Long-term incentive plan (LTIP) is comprised of 50% Restricted share units (RSUs) and 50% Performance share units (PSUs). No stock options have been granted since 2020.

2024 Target pay at risk⁽¹⁾

Registered shareholders

You are a registered shareholder when your name appears on your share certificate or your direct registration statement. Your proxy form tells you whether you are a registered shareholder.

OPTION 1 By proxy (proxy form)

You may give your voting instructions in the following manner:

Our transfer agent, TSXT, must receive your proxy form or you must have voted by Internet or telephone before noon (Eastern time) on May 6, 2025.

OPTION 2 At the virtual meeting

Registered shareholders may vote at the meeting by voting online during the meeting, as further described below under Attending and participating at the meeting.

Non-registered shareholders

You are a non-registered shareholder when an intermediary (a bank, trust company, securities broker or other financial institution) holds your shares on your behalf. When you receive a voting instruction form, this tells you that you are a non-registered shareholder.

OPTION 1 By proxy (voting instruction form)

You may give your voting instructions in the following manner:

Your intermediary must receive your voting instructions with sufficient time for your vote to be processed before noon (Eastern time) on May 6, 2025. If you vote by Internet or telephone, you must do so prior to noon (Eastern time) on May 5, 2025.

Alternatively, you may be a non-registered shareholder who will receive from your intermediary a proxy form that has been pre-authorized by your intermediary indicating the number of shares to be voted, which is to be completed, dated, signed and returned to TSXT by mail, fax or email before noon (Eastern time) on May 6, 2025.

OPTION 2 At the virtual meeting

Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder will not be able to participate or vote at the meeting but will be able to attend the meeting as a guest. This is because we and TSXT, our transfer agent, do not have a record of the non-registered shareholders of the company and, as a result, will have no knowledge of your shareholdings or entitlement to participate or vote unless you appoint yourself as proxyholder.

If you are a non-registered shareholder and wish to participate and vote at the meeting, you MUST appoint yourself as proxyholder by inserting your own name in the space provided on the voting instruction form sent to you and you MUST follow all of the applicable instructions, including meeting the deadline, provided by your intermediary. See Appointment of a third party as proxy and Attending and participating at the meeting below.

Appointment of a third party as proxy

The following applies to shareholders who wish to appoint someone as their proxyholder other than the BCE proxyholders named in the form of proxy or voting instruction form. This includes non-registered shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the meeting.

Shareholders who wish to appoint someone other than the BCE proxyholders as their proxyholder to attend and participate at the meeting as their proxy and vote their shares MUST submit their form of proxy or voting instruction form, as applicable, appointing that person as proxyholder, AND register that proxyholder online or by telephone, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving the 13-digit Control Number that is required to participate and vote at the meeting.

STEP 1:

Submit your form of proxy or voting instruction form: To appoint someone other than the BCE proxyholders as proxyholder, insert that person’s name in the blank space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed before registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form.

If you are a non-registered shareholder and wish to participate and vote at the meeting, you MUST insert your own name in the space provided on the voting instruction form sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder, as described below. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary. Please also see further instructions below under the heading Attending and participating at the meeting.

If you are a non-registered shareholder located in the United States and wish to participate and vote at the meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described below under Attending and participating at the meeting, you MUST obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting instruction form sent to you, or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to TSXT. Requests for registration from non-registered shareholders located in the United States that wish to participate and vote at the meeting or, if permitted, appoint a third party as their proxyholder must be sent by email or by courier to: proxyvote@tmx.com (if by email), or TSX Trust Company, Attention: Proxy Department, 1170 Birchmount Rd, Scarborough, ON M1P 5E3 (if by courier) and, in both cases, must be labelled “Legal Proxy” and received no later than the voting deadline of noon (Eastern Time) on May 6, 2025.

STEP 2:

Register your proxyholder: To register a third-party proxyholder, shareholders MUST complete the online form available at https://www.tsxtrust.com/control-number-request or call TSXT at 1-800-561-0934 (toll free in Canada and the United States) or 416-682-3861 (other countries) by noon (Eastern time) on May 6, 2025, and provide TSXT with the required proxyholder contact information so that TSXT may provide the proxyholder with a 13-digit Control Number via email. Without a 13-digit Control Number, proxyholders will not be able to participate and vote at the meeting but will be able to attend the meeting as a guest.

Attending and participating

at the meeting

In alignment with our sustainability practices and our communications technology and services business, BCE has again decided to hold the meeting in a virtual-only format, which will be conducted via live video webcast through the LUMI platform. Shareholders will not be able to attend the meeting in person. Attending the meeting online offers all shareholders (both registered shareholders and duly appointed proxyholders, including non-registered (beneficial) shareholders who have duly appointed themselves as proxyholder) the same participation experience, regardless of geographic location, unlike hybrid meetings that offer two distinct experiences and may discourage virtual attendees from actively participating in the meeting. Virtual meetings are efficient, cost-effective and reduce the overall carbon footprint associated with travelling to a physical meeting location. BCE recognizes the diversity of its shareholders and is committed to facilitating quality participation for all of its shareholders.

In addition, with a view to ensuring that all shareholders have equal and meaningful opportunities to participate in the virtual setting in real time, as they would at an in-person meeting, the LUMI platform allows for shareholders to vote, raise points of order, make motions, speak to shareholder proposals and participate in a real-time Q&A session by submitting questions in writing, by telephone or by audio-only or video through the LUMI platform, the latter being a feature we are implementing this year for enhanced shareholder engagement. Shareholders can interact with our Chair and CEO to have their concerns heard and to contribute to an inclusive dialogue. During last year’s Q&A session, our Chair and CEO answered approximately 20 questions, more than many of BCE’s peers, including those that held hybrid meetings. For information on how to ask questions, raise points of order, make motions or speak to shareholder proposals at the meeting, see How to ask questions below.

Registered shareholders and duly appointed proxyholders can vote online at the appropriate times during the meeting.

Registered shareholders: Your 13-digit Control Number is the control number located on the form of proxy or in the email notification you received.

Duly appointed proxyholders: TSXT will provide the proxyholder with a 13-digit Control Number by email after the proxy voting deadline of noon (Eastern time) on May 6, 2025 has passed and the proxyholder has been duly appointed AND registered as described in Appointment of a third party as proxy above.

Guests can listen to the meeting but are not able to vote, raise points of order, make motions or speak to shareholder proposals.

It is important that you are connected to the Internet at all times during the meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the meeting. You should allow ample time to check into the meeting online and complete the related procedure. For additional information about attending the meeting online (including technical and logistical matters related to accessing the meeting online), refer to the LUMI AGM user guide available on our website at BCE.ca/AGM2025. If you encounter any technical difficulty during the meeting, technical support is available, as needed. For more information, see Accessing technical support below.

How to ask questions

Only registered shareholders and duly appointed proxyholders, including non-registered (beneficial) shareholders who have duly appointed themselves as proxyholder, can submit questions (or raise points of order, make motions or speak to shareholder proposals):

It is recommended that shareholders and duly appointed proxyholders attending the meeting online submit their questions (or points of order or motions) in advance of the meeting or as soon as possible during the meeting so that they can be addressed at the appropriate time.

Arrangements will be made for Mouvement d’éducation et de défense des actionnaires (MÉDAC) to present its three shareholder proposals. If anyone else wishes to speak to the three shareholder proposals, they should follow the procedures above.

Assuming they have been submitted in sufficient time, questions related to the matters of business to be voted on will be addressed at the time such matter is being discussed, before a vote is held on each matter. Other questions will be addressed during the question period after the formal business of the meeting has been completed. Questions submitted online will be moderated before being sent to the chair of the meeting. Questions on the same topic or otherwise related will be grouped, summarized and addressed at the same time.

Questions should be of interest to all shareholders and not personal in nature. To ensure fairness for all, the chair of the meeting will decide on the order questions are responded to and the amount of time allocated to each question. For more information on procedural matters relating to the meeting (including raising a point of order, making a motion or speaking to a shareholder proposal), please see our code of procedures at BCE.ca/AGM2025. If you duly submit a question that is not answered during the meeting (including a question relating to a personal matter), we will communicate with you after the meeting if you have provided your contact information.

A video of the entire webcast (including the question period) will be available on our website following the meeting. If there are any questions that cannot be answered during the meeting due to time constraints, they will be posted on our website with the corresponding answers as soon as practicable after the meeting and will remain available until one week after posting.

LUMI has been facilitating annual shareholder meetings for over 30 years. The LUMI platform has been designed to be intuitive and easy to use for all shareholders. It is a platform for shareholders to ask questions, raise points of order, make motions or speak to shareholder proposals and otherwise share feedback, thereby allowing shareholders to engage and participate at meetings. We have used the LUMI platform for the past five annual general shareholder meetings and our Chair is familiar and experienced with the platform.

Accessing technical support

For any technical difficulties experienced during the check-in process or during the meeting, please contact LUMI at support-ca@lumiglobal.com.

You can choose to vote “For”, “Withhold” or “Against”, depending on the item to be voted on.

When you sign the proxy form or voting instruction form, you authorize Gordon M. Nixon, Mirko Bibic, Robert P. Dexter or Monique F. Leroux, who are all directors, to vote your shares for you at the meeting according to your instructions. If you return your proxy form or voting instruction form and do not tell us how you want to vote your shares, your vote will be counted:

You may appoint another person to attend the virtual meeting online and vote your shares for you. If you wish to do so, follow the instructions set out above in section 2.1, entitled How to participate and vote. This person does not have to be a shareholder. Your proxyholder will vote your shares as your proxyholder sees fit on any amendments to the items to be voted on and on any other items that may properly come before the meeting or any adjournment.

The election of directors, appointment of the auditors, approval of the advisory resolution on executive compensation and the vote on the shareholder proposals will each be determined by a majority of votes cast at the meeting by proxy or by attending the virtual meeting online.

You can change a vote you made by proxy by:

If you are a registered shareholder, you can also revoke a vote you made by proxy by sending a notice in writing from you or your authorized attorney to our Corporate Secretary so that it is received before noon (Eastern time) on May 6, 2025.

TSXT counts and tabulates the votes. It does this independently of us to make sure that the votes of individual shareholders are confidential. Proxy forms or voting instruction forms are referred to us only when it is clear that a shareholder wants to communicate with management, the validity of the form is in question or the law requires it.

To help you make an informed decision, please read this circular and our annual financial report for the year ended December 31, 2024, which you can access on our website at BCE.ca, at www.meetingdocuments.com/TSXT/bce, on SEDAR+ at sedarplus.ca and on EDGAR at sec.gov. This circular tells you about the meeting, the nominated directors, the proposed auditors, the Board’s committees, our corporate governance practices, the compensation of directors and executives, and the shareholder proposals.

The annual financial report gives you a review of our activities for the past year and includes a copy of our annual financial statements and the related management’s discussion and analysis (MD&A). For our caution regarding forward-looking statements, see section 13, entitled Caution regarding forward-looking statements.

Proxy forms, notice-and-access notifications and meeting materials, if applicable, are sent to our registered shareholders through our transfer agent, TSXT. We do not send voting instruction forms, notice-and-access notifications and meeting materials, if applicable, directly to non-registered shareholders and instead use the services of Broadridge Investor Communication Solutions, Canada, which acts on behalf of intermediaries to send such materials.

If you have any questions about the information contained in this document or require assistance in completing your proxy form or voting instruction form, please contact our proxy solicitation agent, TMX Investor Solutions Inc.:

North American toll free phone: 1-866-406-2287

International phone (outside of North America): 437-561-5060

Email: INFO_TMXIS@TMX.com

Your proxy is solicited by management. In addition to solicitation by mail, our employees or agents may solicit proxies by telephone or other ways at a nominal cost. We have retained TMX Investor Solutions Inc. to solicit proxies for us in Canada and the United States at an estimated cost of $40,000. We pay the costs of these solicitations.

Please see section 4, entitled About the nominated directors, for more information. Directors appointed at the meeting will serve until the end of the next annual shareholder meeting, or until their resignation, if earlier.

All of the 13 individuals nominated for election as directors are currently members of the Board, and each was elected at our 2024 annual shareholder meeting, held on May 2, 2024, by at least a majority of the votes cast. For details of the voting results for the nominees who were elected at our 2024 annual shareholder meeting, please see section 4, entitled About the nominated directors.

The Board recommends that you vote FOR the election of the 13 individuals nominated.

Majority voting

Amendments to the Canada Business Corporations Act (CBCA), which came into force on August 31, 2022, established a majority voting requirement for directors. Specifically, the CBCA requires that, for

elections at which there is only one candidate nominated for each position available on the Board, shareholders vote “for” or “against” individual directors (rather than “for” or “withhold”) and each candidate is elected only if they receive a majority of votes cast in their favour. The CBCA provides that if an incumbent director is not elected in those circumstances, the director may continue in office until the earlier of (i) the 90th day after the day of the election, and (ii) the day on which their successor is appointed or elected.

If you do not specify how you want your shares voted, the directors named as proxyholders in the proxy form or voting instruction form intend to cast the votes represented by proxy at the meeting FOR the election of all nominees listed in this circular.

The Board, on the advice of the Audit Committee, recommends that you vote FOR the appointment of Ernst & Young LLP as auditors. The audit firm appointed at the meeting will serve until the end of the next annual shareholder meeting. Ernst & Young LLP is proposed to replace Deloitte LLP as the Corporation’s auditor.

In keeping with our focus on strong corporate governance practices and given the long tenure of Deloitte LLP as the Corporation’s auditors, the Corporation initiated a comprehensive request for proposal process in 2023 (the RFP). On March 7, 2024, after careful consideration, on the recommendation of the Audit Committee, the Board selected Ernst & Young LLP as the successor auditor of the Corporation for the financial year ending December 31, 2025, subject to shareholder approval. Ernst & Young LLP was selected based on the qualifications of its audit team, staffing model, technology and independence. The Corporation extends its gratitude to Deloitte LLP for the quality of expertise and insight they have provided to the Corporation.

During the financial year ending December 31, 2024, Ernst & Young LLP commenced a transition process with Deloitte LLP in order to ensure an orderly transfer. Further to the RFP, Deloitte LLP is resigning as auditor of the Corporation effective on March 10, 2025 and the Board appointed Ernst & Young LLP to fill the vacancy and hold office until the meeting.

Attached as Schedule B to this circular are copies of documents relating to the change of auditor required to be included herein by securities regulators, including the Notice of Change of Auditor and the confirmation letters received from Deloitte LLP and Ernst & Young LLP. As indicated in the Notice of Change of Auditor, there were no reportable events as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations.

If you do not specify how you want your shares voted, the directors named as proxyholders in the proxy form or voting instruction form intend to cast the votes represented by proxy at the meeting FOR the appointment of Ernst & Young LLP as auditors.

External auditors’ fees

The table below shows the fees that BCE’s external auditors for the years ending December 31, 2023 and 2024, Deloitte LLP, billed to BCE and its subsidiaries for various services in each of the past two fiscal years.

Our executive compensation philosophy, policies and programs are based on the fundamental principle of pay-for-performance to align the interests of our executives with those of our shareholders. This compensation approach allows us to attract and retain high-performing executives who will be strongly incentivized to create value for our shareholders on a sustainable basis. As a shareholder, you are asked to consider the following resolution:

Resolved, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in this management proxy circular provided in advance of the 2025 Annual General Shareholder Meeting.

The Board recommends that you vote FOR this resolution. At our 2024 annual shareholder meeting, 308,773,063 (94.72%) votes were received FOR the advisory resolution on executive compensation.

Because your vote is advisory, it will not be binding upon the Board. However, the Management Resources and Compensation Committee (Compensation Committee) will review and analyze the results of the vote and take into consideration such results when reviewing our executive compensation philosophy, policies and programs. Please see section 6.3, entitled Shareholder engagement, for more details on how you can ask questions and provide comments to the Board and the Compensation Committee on executive compensation.

If you do not specify how you want your shares voted, the directors named as proxyholders in the proxy form or voting instruction form intend to cast the votes represented by proxy at the meeting FOR the adoption of the advisory resolution on executive compensation.

You will be voting on three shareholder proposals that have been submitted for consideration at the meeting. These proposals are set out in Schedule A. The Board recommends that you vote AGAINST each proposal.

If you do not specify how you want your shares voted, the directors named as proxyholders in the proxy form or voting instruction form intend to cast the votes represented by proxy at the meeting AGAINST the three shareholder proposals in accordance with the Board’s recommendations set out in Schedule A.

At the meeting, we will also:

If you are not a shareholder, you may view the meeting webcast as a guest.

As of the date of this circular, management is not aware of any changes to these items and does not expect any other items to be brought forward at the meeting. If there are changes or new items, your proxyholder can vote your shares on these items as your proxyholder sees fit.

The following pages include a profile of each nominated director, with an explanation of each nominated director’s experience, qualifications, top four areas of expertise, attendance at meetings of the Board and its committees, ownership and value of equity securities of BCE and extent of fulfillment of the five-year BCE share ownership guideline (based on December 31, 2024 ownership), previous voting results, as well as participation on the boards of other public companies (as well as certain private entities). A tabular summary of our directors’ top competencies can be found in section 6.1, entitled Board of Directors, under the heading Competency requirements and other information. Current committee memberships and current committee chairpersons can be found under the heading Committees of the Board of Directors in section 6.1. For more information on the compensation paid to non-executive directors, please refer to section 5, entitled Director compensation. For more information on our five-year share ownership guideline, please refer to section 5.3, entitled Share ownership guideline.

The following table discloses the total holdings of BCE common shares and deferred share units (DSUs) of the nominated directors as at December 31, 2024 and 2023. The total value of common shares and DSUs held by non-executive director nominees is determined by multiplying the number of common shares and DSUs of BCE held by each director nominee by the closing price of BCE’s common shares on the Toronto Stock Exchange as at December 31, 2024 and December 29, 2023, being $33.32 and $52.17, respectively.

Total shareholdings of nominated directors

President and Chief Executive Officer of BCE Inc. and Bell Canada since January 2020, M. Bibic leads the Bell group of companies with a strategy to deliver the best networks, champion customer experience, drive service and content innovation, operate with agility and efficiency, and support the Bell team and our communities towards a sustainable future.

M. Bibic was previously Bell’s Chief Operating Officer since October 2018, responsible for all operations of Bell Mobility, Bell Business Markets, and Bell Residential and Small Business. He has also served as Executive Vice President, Corporate Development and as Chief Legal and Regulatory Officer.

M. Bibic joined Bell in 2004 as Senior Vice President, Regulatory and was named Canadian General Counsel of the Year in 2017. He holds a Bachelor of Commerce degree from McGill University and a Law degree from the University of Toronto, and serves on the boards of Royal Bank of Canada and Maple Leaf Sports & Entertainment. He is also co-chair of the Kids Help Phone campaign. Born and raised in the Montréal area, M. Bibic is fluently bilingual.

Board & committee attendance during 2024

Other public board directorships

Ownership and total value of equity

Share ownership guidelines

Please see the heading Share ownership requirements on page 57 under section 9.6, entitled 2024 Compensation elements, for more details on M. Bibic’s specific share ownership requirements. Share ownership value is calculated using the higher of acquisition cost and the current market value at December 31.

Robert Dexter has been Chair and CEO of Maritime Travel Inc. (an integrated travel company) since 1979. He holds both a bachelor’s degree in Commerce and a bachelor’s degree in Law from Dalhousie University and was appointed Queen’s Counsel in 1995.

R.P. Dexter has over 20 years of experience in the communications sector, having served as a director of Maritime Tel & Tel Limited from 1997 to 1999 prior to joining the Aliant and, later, the Bell Aliant boards until October 2014. R.P. Dexter was also Chair of Sobeys Inc. and Empire Company Limited from 2004 to 2016, and is a director of High Liner Foods Inc.

Board & committee attendance during 2024

Other public board directorships

Ownership and total value of equity

Share ownership guideline: met or target date to meet

Five-Year Target ($1,325,000): Met (2.6×)

Katherine Lee is a corporate director and, from 2010 to February 2015, served as President and CEO of GE Capital Canada (a leading global provider of financial and fleet management solutions to mid-market companies operating in a broad range of economic sectors).

Prior to this role, K. Lee served as CEO of GE Capital Real Estate in Canada from 2002 to 2010, building it into a full debt and equity operating company. K. Lee joined GE in 1994, where she held a number of positions, including Director, Mergers & Acquisitions, for GE Capital’s Pension Fund Advisory Services based in San Francisco, and Managing Director of GE Capital Real Estate Korea based in Seoul and Tokyo.

K. Lee earned a Bachelor of Commerce degree from the University of Toronto. She is a Chartered Professional Accountant and Chartered Accountant. She is active in the community, championing women’s networks and Asia-Pacific forums.

K. Lee is a director of Colliers International Group and Public Sector Pension Investments.

Board & committee attendance during 2024

Other public board directorships

Ownership and total value of equity

Share ownership guideline: met or target date to meet

Five-Year Target ($1,325,000): Met (1.0×)

Companion of the Canadian Business Hall of Fame and the Investment Industry Hall of Fame, Monique Leroux is a corporate director, who serves as an independent director of Michelin Group and Alimentation Couche-Tard Inc. As such, she brings to these boards her diverse experience, among others as Audit Partner at Ernst and Young from 1988 to 1995 and Chair of the Board and Chief Executive Officer of Desjardins Group from 2008 to 2016. M.F. Leroux is Chair of Michelin’s Corporate Social Responsibility Committee, which oversees ESG (including climate change) matters for the company.

In 2020, M.F. Leroux acted as Chair of the Industry Strategy Council appointed by the Minister of Innovation, Science and Industry of Canada. From 2016 to 2020, she was Chair of the Board of Investissement Québec. She is Vice-Chair of the Montreal Symphony Orchestra (OSM) and she is also Chair of the Boards of the University of Sherbrooke and Conservatoire de musique et d’art dramatique du Québec.

M.F. Leroux is a Companion of the Order of Canada, an Officer of the Ordre national du Québec, a Chevalier of the Légion d’honneur (France) and a recipient of the Woodrow Wilson Award (United States). She has been awarded Fellowship by the Ordre des comptables professionnels agréés du Québec and the Institute of Corporate Directors and holds honourary doctorates from 12 Canadian universities in recognition of her contribution to the business sector and to the community.

Board & committee attendance during 2024

Other public board directorships

Ownership and total value of equity

Share ownership guideline: met or target date to meet

Five-Year Target ($1,325,000): Met (1.2×)

Sheila Murray is a corporate director and, from 2016 to 2019, served as President of CI Financial Corp. (an investment fund company). Previously, she had been Executive Vice President, General Counsel and Secretary following a 25-year career at Blake, Cassels & Graydon LLP (a law firm), where she practiced securities law with an emphasis on mergers and acquisitions, corporate finance and corporate reorganizations. S.A. Murray played a key role in directing the operations and setting corporate strategy for CI Financial Corp. and its operating companies, including CI Investments Inc. and Assante Wealth Management. Her role included leading CI’s mentoring program, which fosters the advancement of high-potential female employees.

S.A. Murray is past Chair of the Dean’s Council at Queen’s University Law School and is currently a member of the Queen’s University Board of Trustees. She has taught securities regulation at Queen’s University. She has also taught corporate finance at the University of Toronto’s Global Professional LLM in Business Law Program for several years.

S.A. Murray is Chair of the Board of Teck Resources Limited and a trustee of Granite REIT, and has been a director of a number of other private and public companies. S.A. Murray received her Bachelor of Commerce and Law degrees from Queen’s University.

In her capacity as Chair of the Board of Teck, a mining company, S.A. Murray oversees significant ESG (including climate change and sustainability) related matters. S.A. Murray has completed her Global Competent Board Sustainability & ESG Designation and Certificate (GCB.D), which included a session on climate change and biodiversity, and a course on Climate Governance conducted by the Institute of Corporate Directors. S.A. Murray serves on the Advisory Committee of the World Economic Forum’s Climate Governance Initiative.

Board & committee attendance during 2024

Other public board directorships

Ownership and total value of equity

Share ownership guideline: met or target date to meet

Five-Year Target ($1,325,000): May 2025 (0.9×)

Gordon Nixon has been Chair of the Board of BCE Inc. and Bell Canada since April 2016. He was President and CEO of the Royal Bank of Canada from August 2001 to August 2014. G.M. Nixon first joined RBC Dominion Securities Inc. in 1979, was Head of the Investment Banking Division when it was acquired by Royal Bank in 1988 and was appointed CEO of RBC Capital Markets in 1999.

G.M. Nixon is a past Chair of MaRS, a Toronto-based network of partners that helps entrepreneurs launch and grow innovative companies, and is a Trustee of the Art Gallery of Ontario. He is a Director and Chair of the Nominating, Governance and Sustainability Committee at BlackRock, Inc. and is Lead Director of George Weston Limited.

G.M. Nixon earned a Bachelor of Commerce degree with Honours from Queen’s University and was awarded honourary Doctorate of Law degrees from Queen’s University and Dalhousie University. He is a Member of the Order of Canada and the Order of Ontario, and was inducted into the Canadian Business Hall of Fame.

Board & committee attendance during 2024

Other public board directorships

Ownership and total value of equity

Share ownership guideline: met or target date to meet

Five-Year Target ($2,700,000): Met (1.5×)

Louis Pagnutti is a corporate director and was Global Managing Partner Business Enablement of EY (a professional services firm) and a member of EY’s Global Executive Board until his retirement in September 2020. As Global Managing Partner, he was responsible for EY’s business functions across the globe. He oversaw EY’s strategy and its execution for all functions, including technology, finance, risk management, legal, shared services and procurement.

L.P. Pagnutti joined EY Assurance in 1981, before moving to EY Tax in 1986. From 2004 until 2010, he was Chair and CEO of EY Canada and a member of the EY Americas Executive Board. He was EY Asia-Pacific Area Managing Partner from 2010 to 2013.

L.P. Pagnutti holds an Honours Bachelor of Commerce degree from Laurentian University. He earned his Chartered Accountant designation in 1983 and was honoured with a Fellow Chartered Accountant designation in 2006.

He has served on the Sunnybrook Hospital Foundation and Pathways to Education boards. L.P. Pagnutti initiated EY Canada’s role as National Volunteer Partner of Pathways to Education, a program dedicated to helping high school students from low-income and under-represented groups complete high school and pursue post-secondary education.

Board & committee attendance during 2024

Other public board directorships

Ownership and total value of equity

Share ownership guideline: met or target date to meet

Five-Year Target ($1,325,000): November 2025 (0.7×)

(1) Audit Committee financial expert and audit financial expert.

Calin Rovinescu is a corporate director, venture capital investor and senior advisor to several corporations. He served as President and Chief Executive Officer of Air Canada (an airline) from April 2009 until his retirement on February 15, 2021, and also held various senior leadership roles from 2000 to 2004.

From 2004 to 2009, C. Rovinescu was a co-founder and Principal of Genuity Capital Markets, an independent investment bank. Prior to 2000, he was the Managing Partner of the law firm Stikeman Elliott in Montréal.

C. Rovinescu was Chair of the Star Alliance Chief Executive Board from 2012 to 2016 and Chair of the International Air Transport Association from 2014 to 2015.

He is Chair of the board of directors of CAE Inc., a member of the Board of Directors of the Bank of Nova Scotia and a senior advisor to Teneo. C. Rovinescu holds Bachelor of Laws degrees from Université de Montréal and the University of Ottawa and has been awarded six honourary doctorates from universities in Canada, Europe and the United States. C. Rovinescu served as Chancellor of the University of Ottawa from 2015 to 2022. In 2016, C. Rovinescu was recognized as Canada’s Outstanding CEO of the Year by the Financial Post Magazine. In 2019, he was recognized as Strategist of the Year and as Canada’s Outstanding CEO of the Year for the second time by The Globe and Mail’s Report on Business magazine. C. Rovinescu is a member of the Order of Canada and was inducted into the Canadian Business Hall of Fame in 2021.

Board & committee attendance during 2024

Other public board directorships

Ownership and total value of equity

Share ownership guideline: met or target date to meet

Five-Year Target ($1,325,000): Met (1.5×)

Karen Sheriff was President and CEO of Q9 Networks Inc. (a data centre services provider) from January 2015 to October 2016. Prior to her role at Q9, she was President and CEO of Bell Aliant (a telecommunications company) from 2008 to 2014, following more than nine years in senior leadership positions at BCE. K. Sheriff is Chair of the board of directors of Emera Inc., and is also a past director of the Canada Pension Plan Investment Board (an investment management organization).

Early on in her career, K. Sheriff spent over 10 years at United Airlines, in the areas of marketing and strategy. K. Sheriff holds a master’s degree in Business Administration, with concentrations in Marketing and Finance, from the University of Chicago. She was named one of Canada’s top 25 Women of Influence for both 2013 and 2014 by Women of Influence Inc. In 2012, she was named Woman of the Year by Canadian Women in Communications and Technology, and she has been recognized as one of Atlantic Canada’s Top 50 CEOs by Atlantic Business Magazine and one of Canada’s Top 100 Most Powerful Women on multiple occasions.

Board & committee attendance during 2024

Other public board directorships

Ownership and total value of equity

Share ownership guideline: met or target date to meet

Five-Year Target ($1,325,000): Met (1.2×)

Jennifer Tory is a corporate director who was, until her retirement in December 2019, the Chief Administrative Officer of RBC (a chartered bank), where she held responsibility for Brand, Marketing, Citizenship (ESG) & Communications, Procurement and Real Estate functions globally. Prior to this role, she was Group Head, Personal & Commercial Banking, leading RBC’s retail and commercial customer businesses and operations in Canada and the Caribbean from 2014–2017.

Throughout her 42-year career, J. Tory held a number of key senior operating positions across retail distribution and operations, including overseeing digital and cost transformation of the business. An acknowledged community leader and fundraiser, she currently sits on the board of the Sunnybrook Hospital Foundation and is past Chair of the board of the Toronto International Film Festival. A champion of diversity, J. Tory is the recipient of numerous awards recognizing her work related to the development and advancement of women. She has completed her Global Competent Board Sustainability & ESG Designation and Certificate (GCB.D), which included a session on climate change and biodiversity.

Board & committee attendance during 2024

Other public board directorships

Ownership and total value of equity

Share ownership guideline: met or target date to meet

Five-Year Target ($1,325,000): April 2026 (0.9×)

Louis Vachon is an Operating Partner at J.C. Flowers & Co. (a private investment firm). Previously, he was President and Chief Executive Officer of the National Bank of Canada (a chartered bank), from June 2007 to November 2021. L. Vachon is also a corporate director who serves on the boards of directors of Alimentation Couche-Tard Inc., Groupe CH Inc. and Infinite Investment Systems Ltd., and is involved with a number of social and cultural organizations.

L. Vachon holds a master’s degree in International Finance from Tufts’ Fletcher School, a bachelor’s degree in Economics from Bates College, and is a Chartered Financial Analyst.

L. Vachon is a recipient of the Global Citizens Award from the United Nations Association in Canada, a Member of the Order of Canada, an Officer of the National Order of Québec, a Knight of the Ordre de Montréal, and was appointed Honorary Colonel of Les Fusiliers Mont-Royal. He has been honoured with The Fraser Institute Founders’ Award, and named CEO of the Year by Canadian Business magazine and Financial Personality of the Year by the business publication Finance et Investissement. The University of Ottawa, Bishop’s University, Ryerson University and Concordia University have awarded L. Vachon honorary doctorates.

Board & committee attendance during 2024

Other public board directorships

Ownership and total value of equity

Share ownership guideline: met or target date to meet

Five-Year Target ($1,325,000): Met (1.1×)

Johan Wibergh is the former Chief Technology Officer of Vodafone, a global telecommunications provider, having retired in January 2023. He is a seasoned technology executive with over 35 years of experience in managing large-scale operations across the globe, having served in various C-suite positions with leading global companies for more than 15 years.

J. Wibergh’s career includes nearly eight years as the Group Chief Technology Officer of Vodafone and 6.5 years as EVP & Head of Business Unit Networks for Ericsson. His leadership experience spans technology innovation, telecom networks, enterprise networks, digital and IT systems, cybersecurity, R&D, product management, operational excellence, and large-scale 24/7 operations.

J. Wibergh is a member of four American boards, AST SpaceMobile, Inc., Trimble Inc., Inception Holding (comprising Marconi and Avanci) and Cohere Technologies. J. Wibergh’s previous board experience includes Vantage Towers AG (2020–2022), KTH Royal Institute of Technology (2010–2016) and chair of Next Generation Mobile Networks (2016–2018). He has also served on the advisory boards of IBM, HP Enterprises and Amdocs. J. Wibergh has a Masters in Computer Science and Engineering from Linköping University, Sweden.

Board & committee attendance during 2024

Other public board directorships

Ownership and total value of equity