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Letter

Via Email: bell.regulatory@bell.ca
Via fax: (613) 560-0579

Ottawa, 27 June 2013

Mr. Mirko Bibic
Executive Vice President, Chief Legal and Regulatory Officer
Bell Canada
Floor 19
160 Elgin Street
Ottawa Ontario K2P 2C4

Re: Voting Trust Agreement between BCE Inc. and Pierre Boivin, the trustee
Application No. 2013-0243-9 – Approved

Dear Mr. Bibic,

This is in reference to your application filed on 31 January 2013 in which you are seeking the Commission’s prior approval of a Voting Trust Agreement (the Agreement) to be entered into between BCE Inc. (BCE) and the Trustee, Mr. Pierre Boivin, in respect of certain of the broadcasting undertakings held by BCE.

The purpose of the Agreement is to establish a trust in which the ownership interest in the divested assets dealt with in the context of application No. 2013-0244-7 will be placed at closing until the Commission approves their respective sale to one or more third parties (refer to Appendix A for the list of undertakings to be divested).

The Commission notes that on 31 January 2013, Astral filed applications seeking the Commission’s prior approval to effect multi step corporate reorganizations involving the initial transfer of Astral’s ownership interest in the undertakings to BCE. The applications have been approved in two decisions also issued today (see Broadcasting Decision 2013-308 and Broadcasting Decision 2013-309).

The Commission has examined the Agreement dated 3 December 2012 between BCE and the proposed appointment of Mr. Pierre Boivin as the Trustee, and is satisfied, in conjunction with the above mentioned reorganizations, that the Agreement represents an appropriate mechanism to enable the continued independent operation of the broadcasting undertakings to be divested.

Accordingly, the Commission directs BCE to amend the Voting Trust Agreement to incorporate the changes that BCE agreed to make in its letter dated 2 May 2013 and to file, within 30 days of the date of this decision, an executed copy of the Voting Trust Agreement as amended. The Commission accepts the nomination of Mr. Pierre Boivin as the Trustee and approves the terms and conditions contained in the Voting Trust Agreement, as amended. This authorization is valid until 1 March 2014.

The Commission’s files will be updated and will reflect the information stipulated in this letter of approval.

All letters of approval issued by the Commission are made available upon request for public examination at the Commission's central and regional offices. The Commission also requires you to append this letter to your licence.

Sincerely,

Original signed by/

John Traversy
Secretary General

APPENDIX A – List of Undertakings to be Divested

RADIO DIVESTITURES

Market
BCE
Astral
Proporsed divestiture
Vancouver   CHHR-FM
CKZZ-FM
CISL

2 FM
Calgary CKCE-FM   1 FM
Winnipeg CHIQ-FM CFQX-FM 2 FM
Toronto CFXJ-FM CHBM-FM 2 FM
Ottawa-Gatineau (English-Language market)   CKQB-FM
CJOT-FM
2 FM



TELEVISION DIVESTITURES

Name of service
Category
Type
Language
The Family Channel
A
Pay
English
Teletoon Retro (50%)
B
Specialty
English
Télétoon Rétro (50%)
B
Specialty
French
Teletoon / Télétoon (50%)
A
Specialty
Bilingual
Disney XD
B
Specialty
English
Cartoon Network (50%)
B
Specialty
English
Disney Junior B
B
Specialty
English
Historia (50%)
A
Specialty
French
Séries+ (50%)
A
Specialty
French
MusiquePlus
A
Specialty
French
Musimax
A
Specialty
French