- Nortel Shareholders to vote on Plan of Arrangement April 27
    - Final approval to be sought from court April 28
    - Record Date to be set for May 5

    TORONTO, April 26 /CNW/ - BCE Inc. shareholders have approved a plan of
arrangement to distribute an approximate 35 per cent interest in Nortel
Networks to more than 500,000 shareholders of BCE. The vote was taken at the
company's Annual and Special Meeting of Shareholders held here today.
    As a result of the distribution, all current BCE common shareholders will
own two securities, have a direct interest in both BCE and Nortel Networks
separately, and thus continue to benefit from their ownership in two Canadian
high-tech powerhouses.
    Shareholders of Nortel Networks, who will meet tomorrow at the Nortel
Annual and Special Meeting in Ottawa, will also be asked to approve the plan
of arrangement. Subsequent to approval by Nortel shareholders, BCE and Nortel
will seek court approval for the plan of arrangement on Friday, April 28 which
is expected to be effective May 1. The record date of the transaction will be
May 5, 2000 - only shareholders of record on this date are eligible for the
distribution of Nortel shares.
    Once all necessary approvals are granted on April 28, the following are
dates of note for trading in BCE shares on the Toronto Stock Exchange:

    May 1      Effective date of Plan of Arrangement
               BCE begins trading on ``when issued basis'' ex of Nortel
               (TSE: BCE.W); BCE also continues to trade on a ``regular''
               basis including the interest in Nortel (TSE: BCE)
    May 2      Last day to trade BCE on a regular basis (including the value
               of Nortel) *
    May 3      BCE shares begin trading ex-Nortel only (TSE: BCE)
    May 5      Record Date
    May 8      Settlement of ``when issued'' trades
               Beginning of mailing of Nortel share certificates to BCE
               shareholders

    * The processing of trades on the TSE requires three trading days.
        Those shareholders wanting to receive the Nortel distribution would
        therefore have to purchase BCE common shares no later than May 2.

    U.S. shareholders must consider certain tax implications under U.S. law
that arise from the distribution of the Nortel shares. The receipt of Nortel
common shares by U.S. shareholders will be a taxable distribution for U.S.
federal income tax purposes, resulting in a taxable dividend - as of May 1,
the expected effective date of the plan of arrangement - approximately equal
to the fair market value of the new Nortel common shares received. BCE urges
its U.S. shareholders to consult their tax and/or financial advisers for
additional information.
    As part of the plan of arrangement, Nortel has proposed to split its
shares on a two-for-one basis meaning BCE shareholders will actually receive
approximately 1.57 shares of Nortel for every BCE share they hold.
    BCE is Canada's largest communications company. Through its operations in
communications services, BCE provides residence and business customers in
Canada with wireline and wireless communications products and applications,
satellite communications and direct-to-home television services, systems
integration expertise, electronic commerce solutions, Internet access and
high-speed data services, and directories. Abroad, through Bell Canada
International's investee companies, BCE provides communications services to
nearly 6 million customers in Asia and Latin America. BCE also has an
extensive international presence through Teleglobe, an international
telecommunications carrier. BCE shares are listed in Canada, the United States
and Europe.

    NOTE: Certain statements made in this press release, which describe BCE's
    intentions, expectations or predictions, are forward-looking and are
    subject to important risks and uncertainties. The results or events
    predicted in these statements may differ materially from actual results
    or events. Factors which could cause results or events to differ from
    current expectations include, among other things: the risk that the plan
    of arrangement will not become effective on May 1, 2000 due to the
    non-approval or delayed approval of such plan of arrangement by the
    relevant courts or regulatory authorities or by any other interested
    party. For additional information with respect to this factor and other
    factors, see the Notice of Application and Joint Arrangement Circular of
    BCE and Nortel Networks filed by BCE under Form 6-K with the United
    States Securities and Exchange Commission. BCE disclaims any intention or
    obligation to update or revise any forward-looking statements, whether as
    a result of new information, future events or otherwise.



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For further information: Don Doucette, Corporate Communications, On
April 26, 2000: (416) 571-6310, After April 26, 2000: (514) 786-3924, Web
site: www.bce.ca