UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
Under the Securities Exchange Act of 1934
CGI Group Inc.
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(Name of Issuer)
Class A Subordinate Shares
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(Title of Class of Securities)
39945C 10 9
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(CUSIP Number)
BCE Inc.
1000, rue de la Gauchetiere Ouest
Bureau 3700
Montreal, Quebec, H3B 4Y7
Canada
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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January 17, 2007
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box |_|.
Note: Schedules filed in paper format shall include a signed original and
five copies of the Schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
The information required on this cover page shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities Exchange Act of 1934
("Exchange Act") or otherwise subject to the liabilities of that section of
the Exchange Act but shall be subject to all other provisions of the Exchange
Act (however, see the Notes).
(Continued on following pages)
(Page 1 of 14 pages)
SCHEDULE 13D
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CUSIP No. 39945C 10 9 Page 2 of 14 Pages
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1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BCE Inc.
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |x|
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3
SEC USE ONLY
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4
SOURCE OF FUNDS
N/A
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON
WITH
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8
SHARED VOTING POWER
25,292,661
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9
SOLE DISPOSITIVE POWER
0
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10
SHARED DISPOSITIVE POWER
25,292,661
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,292,661
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
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14
TYPE OF REPORTING PERSON
CO
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CUSIP No. 39945C 10 9 Page 3 of 14 Pages
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1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bell Canada Pension Plan
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |x|
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3
SEC USE ONLY
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4
SOURCE OF FUNDS
N/A
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON
WITH
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8
SHARED VOTING POWER
25,292,661
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9
SOLE DISPOSITIVE POWER
0
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10
SHARED DISPOSITIVE POWER
25,292,661
------------------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,292,661
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
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14
TYPE OF REPORTING PERSON
OO
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CUSIP No. 39945C 10 9 Page 4 of 14 Pages
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1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bimcor Inc.
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |x|
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3
SEC USE ONLY
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4
SOURCE OF FUNDS
N/A
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
------------------------------------------------------------------------------
7
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON
WITH
------------------------------------------------------------------------------
8
SHARED VOTING POWER
25,292,661
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9
SOLE DISPOSITIVE POWER
0
------------------------------------------------------------------------------
10
SHARED DISPOSITIVE POWER
25,292,661
------------------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,292,661
------------------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
------------------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
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14
TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer.
This Amendment No. 4 amends the statement on Schedule 13D filed
with the Securities and Exchange Commission ("SEC") on May 14, 2004 as
amended by Amendment No. 1 filed with the SEC on December 23, 2005, by
Amendment No. 2 filed with the SEC on August 11, 2006 and by Amendment No. 3
filed with the SEC on November 6, 2006 (such schedule, as amended, the
"Schedule 13D") by BCE Inc. ("BCE") and 3787877 Canada Inc. ("3787877")
relating to the Class A Subordinate Shares (the "Class A Shares") of CGI
Group Inc., a company incorporated under the laws of the Province of Quebec
(the "Company"). This Amendment No. 4 is filed by BCE, the Bell Canada
Pension Plan (the "Plan") and Bimcor Inc. ("Bimcor", together with BCE and
the Plan collectively referred to as the "Reporting Persons" and each as a
"Reporting Person"). The principal executive offices of the Company are
located at 1130 Sherbrooke Street West, 7th Floor, Montreal, Quebec, Canada,
H3A 2M8. A joint filing agreement is attached hereto as Exhibit 1 to this
Schedule 13D pursuant to Rule 13d-1(k) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
This Amendment No. 4 relates to the following sales of Class A
Shares through the facilities of the Toronto Stock Exchange ("TSX"):
(i) On November 3, 2006, the Plan sold 213,800 Class A Shares at
$7.81 per share;
(ii) On November 6, 2006, the Plan sold 222,700 Class A Shares at
$7.81 per share;
(iii) On November 7, 2006, the Plan sold 90,500 Class A Shares at
$7.81 per share;
(iv) On November 20, 2006, the Plan sold 38,700 Class A Shares at
$7.80 per share;
(v) On November 21, 2006, the Plan sold 53,100 Class A Shares at
$7.80 per share;
(vi) On November 29, 2006, the Plan sold 16,300 Class A Shares at
$7.80 per share;
(vii) On December 12, 2006, the Plan sold 230,300 Class A Shares at
$8.12 per share;
(viii) On December 12, 2006, the Plan sold 287,100 Class A
Shares at $8.14 per share;
(ix) On December 13, 2006, the Plan sold 271,700 Class A Shares at
$8.05 per share;
(x) On December 14, 2006, the Plan sold 190,700 Class A Shares at
$8.09 per share;
(xi) On December 14, 2006, the Plan sold 163,100 Class A Shares at
$8.07 per share;
(xii) On December 15, 2006, the Plan sold 100,000 Class A Shares at
$7.98 per share;
(xiii) On December 18, 2006, the Plan sold 200,000 Class A
Shares at $7.97 per share;
Page 5 of 14
(xiv)On December 21, 2006, the Plan sold 557,100 Class A Shares at
$8.00 per share;
(xv) On January 3, 2007, the Plan sold 132,100 Class A Shares at
$8.02 per share;
(xvi)On January 5, 2007, the Plan sold 46,500 Class A Shares at
$8.00 per share;
(xvii) On January 9, 2007, the Plan sold 58,100 Class A Shares
at $8.00 per share;
(xviii) On January 10, 2007, the Plan sold 144,900 Class A Shares
at $8.01 per share;
(xix)On January 11, 2007, the Plan sold 9,000 Class A Shares at
$8.05 per share;
(xx) On January 17, 2007, the Plan sold 383,600 Class A Shares at
$8.10 per share; and
(xxi)On January 18, 2007, the Plan sold 225,800 Class A Shares at
$8.21 per share.
The above sales are herein collectively referred to as the "Transactions".
The following amendments to Items 2, 4, 5, 6 and 7 of the Schedule
13D are hereby made.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended in its entirety to
read as follows:
"This Amendment No. 4 to Schedule 13D (this "Amendment") is being
filed by the Reporting Persons.
The Plan is a registered pension plan organized under the laws of
Canada, and is the pension plan that covers the employees of Bell Canada and
certain of its subsidiaries (the "Plan members"). Bell Canada, a corporation
organized under the laws of Canada, is the sponsor and administrator of the
Plan. Bimcor is a corporation organized under the laws of Canada that is a
wholly-owned subsidiary of BCE and that manages independently from BCE the
Plan's investments. BCE is a corporation organized under the laws of Canada.
The address of the principal place of business of BCE is 1000, rue
de la Gauchetiere Ouest, Bureau 3700, Montreal, Quebec, Canada H3B 4Y7. The
address of the principal place of business of Bell Canada, the Plan's sponsor
and administrator, is 1000, rue de la Gauchetiere Ouest, Bureau 3700,
Montreal, Quebec, Canada H3B 4Y7. The address of the principal place of
business of Bimcor is 1000, rue de la Gauchetiere Ouest, Bureau 1300,
Montreal, Quebec, Canada H3B 5A7.
The principal business activity of BCE is communications. The
principal objective of the Plan is to pay pensions to Plan members when they
terminate their employment with Bell Canada or its subsidiaries or, in the
event of their death, to their designated beneficiaries. The principal
business of Bimcor is the management of investments of the Plan and of
investments of the pension plans of other BCE group companies. BCE is
Canada's largest communications company. Through its 28 million customer
connections, BCE provides
Page 6 of 14
the most comprehensive and innovative suite of communication services to
residential and business customers in Canada. Under the Bell brand, BCE's
services include local, long distance and wireless phone services, high-speed
and wireless Internet access, IP-broadband services, information and
communications technology services (or value-added services) and direct-to-home
satellite and VDSL television services. Other BCE holdings include Telesat
Canada, a pioneer and world leader in satellite operations and systems
management, and an interest in Bell Globemedia, Canada's premier media company.
BCE shares are listed in Canada, the United States and Europe.
Set forth on Schedules A-1 and A-2 to this Amendment, and
incorporated herein by reference, are lists of the executive officers and
directors of BCE and Bimcor that contain the following information with
respect to each such person: (i) name; (ii) residence or business address;
(iii) principal occupation or employment (and address of corporation or other
organization in which such employment is conducted); and (iv) citizenship.
During the last five years, none of the Reporting Persons and, to
the best of the knowledge of BCE and Bimcor, none of the persons named on
Schedules A-1 and A-2 hereto, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws."
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended in its entirety to
read as follows:
"The Transactions were made in the ordinary course of business.
BCE has no current intention to acquire additional securities of
the Company. However, BCE reserves the right to change its plans and
intentions with respect to the Company at any time and BCE may, from time to
time, sell or acquire Class A Shares (or other securities of the Company) in
public or private transactions.
The matters set forth in Item 6 below are incorporated in this Item
4 by reference as if fully set forth herein.
Except as set forth in this Item 4 (including the matters described
in Item 6 which are incorporated in this Item 4 by reference), the Reporting
Persons have no present plans or proposals that relate to, or that would
result in, any of the actions specified in clauses (a) through (j) of
Schedule 13D of the Exchange Act."
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended in its entirety to
read as follows:
Page 7 of 14
"(a) Giving effect to the Transactions, BCE, the Plan and Bimcor
are the beneficial owners of 25,292,661 Class A Shares representing 8.53% of
the outstanding Class A Shares. The calculation of the foregoing percentage
is based on the approximately 296.3 million Class A Shares outstanding on
January 17, 2007.
(b) Giving effect to the Transactions, BCE has the sole power to
vote or to direct the vote or dispose or direct the disposition of no Class A
Shares. Giving effect to the Transactions, the Plan and Bimcor have the
shared power to vote or to direct the vote or dispose or direct the
disposition of 25,292,661 Class A Shares. Giving effect to the Transactions,
BCE may be considered to have the shared power to vote or to direct the vote
or dispose or direct the disposition of 25,292,661 Class A Shares. However,
BCE disclaims beneficial ownership of the Class A Shares held by the Plan.
To the best of the knowledge of BCE and Bimcor, the following
persons named on Schedules A-1 or A-2 beneficially own the following amounts
of Class A Shares and have sole voting power and sole dispositive power with
respect to such shares (in each case the amount of Class A Shares accounts
for less than 1% of the total outstanding amount of Class A Shares):
(i) Andre Berard 5,000 Class A Shares
(ii) The Honourable Edward C. Lumley 4,000 Class A Shares
(iii) Alain Bilodeau 800 Class A Shares
(c) No transactions, other than the Transactions, were effected in
the past sixty days in this class of securities by the Reporting Persons.
To the best of the knowledge of BCE and Bimcor, there were no
transactions effected in the past sixty days in this class of securities by
any of the persons named on Schedules A-1 and A-2 hereto.
(d) No person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
Class A Shares held by the Reporting Persons or the persons named on
Schedules A-1 or A-2 other than each of the Reporting Persons or such persons
named on Schedules A-1 or A-2.
(e) Not applicable."
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended in its entirety to
read as follows:
"The response to Item 4 of this Schedule 13D is incorporated herein
by reference.
Page 8 of 14
BCE and its wholly-owned subsidiaries holding any Class A Shares or
Class B Shares or other securities of the Company (collectively,
"Securities") have certain registration rights with respect to the Securities
held by them pursuant to the terms and conditions set forth in the
Registration Rights Agreement entered into as of July 1, 1998 among BCE, Bell
Canada and the Company (the "Registration Rights Agreement").
This description of the Registration Rights Agreement is qualified
in its entirety by reference to the Registration Rights Agreement, a copy of
which has been filed as Exhibit 5 to this Schedule 13D on May 14, 2004 and is
incorporated herein by reference.
Except as described above or elsewhere in this Amendment or
incorporated by reference in this Amendment, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between
any of the Reporting Persons or, to the best of their knowledge, any of the
other persons named in Item 2 and between such persons and any person with
respect to any securities of the Company, including but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division
of profits or loss or the giving or withholding of proxies."
Item 7. Material to be filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by the addition of the
following exhibits to the end thereof:
"Exhibit 1: Joint Filing Agreement dated January 26, 2007 among BCE Inc.,
Bell Canada, in its capacity as administrator of the Bell Canada Pension Plan
and Bimcor Inc.
Page 9 of 14
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: January 26, 2007
BCE Inc.
By: /s/ Martine Turcotte
--------------------------------
Name: Martine Turcotte
Title: Chief Legal Officer
Bell Canada, as administrator of the Bell Canada
Pension Plan
By: /s/ Michael T. Boychuk
--------------------------------
Name: Michael T. Boychuk
Title: Senior Vice-President and Treasurer
Bimcor Inc.
By: /s/ Brian Kouri
--------------------------------
Name: Brian Kouri
Title: Vice-President Finance and Administration
Page 10 of 14
SCHEDULE A-1
DIRECTORS AND EXECUTIVE OFFICERS OF
BCE INC.
The following sets forth the name, residence or business address, principal
occupation or employment and citizenship of the directors and principal
executive officers of BCE Inc.
Name Residence or Business Principal Occupation Citizenship
Address or Employment (and
address of
corporation or other
organization in
which such
employment is
conducted)
Directors
Andre Berard 600, de La Corporate Director, Canadian
Gauchetiere W., 27th 600 de La
Floor Gauchetiere W., 27th
Montreal, Quebec, floor, Montreal,
Canada H3B 4L2 Quebec, Canada H3B
4L2
Ronald A. 150 - 6th Avenue President and Chief Canadian
Brenneman S.W., P.O. Box 2844 Executive Officer,
Calgary, Alberta, Petro-Canada
Canada T2P 3E3 (petroleum company),
150 - 6th Avenue
S.W., P.O. Box 2844,
Calgary, Alberta,
Canada T2P 3E3
Richard J. Currie 483 Bay Street, 7th Chair of the board, Canadian
Floor, North Tower BCE and Bell Canada,
Toronto, Ontario, 483 Bay Street, 7th
Canada M5G 2C9 floor, North Tower,
Toronto, Ontario,
Canada M5G 2C9
Anthony S. Fell 200 Bay Street, 3rd Chair of the board, Canadian
Floor, South Tower RBC Dominion
Toronto, Ontario, Securities Limited
Canada M5J 2W7 (investment bank),
200 Bay Street, 3rd
floor, South Tower,
Toronto, Ontario,
Canada M5J 2W7
Donna Soble 2 St. Clair Avenue Corporate Director Canadian
Kaufman East, Suite 800 and Lawyer, 2 St.
Toronto, Ontario, Clair Avenue East,
Canada M4T 2T5 Suite 800
Toronto, Ontario,
Canada M4T 2T5
Brian M. Levitt 1000, de La Partner and Canadian
Gauchetiere W., 21st Co-Chair, Osler,
Floor Hoskin & Harcourt
Montreal, Quebec, LLP (law firm),
Canada H3B 4W5 1000, de La
Gauchetiere W., 21st
Floor
Montreal, Quebec,
Canada H3B 4W5
The Honourable 1 First Canadian Vice-Chairman, BMO Canadian
Edward C. Lumley Place, 4th Floor, Nesbitt Burns Inc.
P.O. Box 150 Toronto, (investment bank), 1
Ontario, Canada M5X First Canadian
1H3 Place, 4th Floor,
P.O. Box 150
Toronto, Ontario,
Canada M5X 1H3
Judith Maxwell 305 Clemow Avenue Research Fellow, Canadian
Ottawa, Ontario, Canadian Policy
Canada K1S 2B7 Research Networks,
Inc. (non-profit
organization
conducting research
on work, family,
health, social
policy and public
involvement),
600-250 Albert St.
Ottawa, Ontario,
Canada K1P 6M1
Page 11 of 14
John H. McArthur Gallatin Hall C1-3D, Dean Emeritus, Canadian
Soldiers Field Harvard University
Boston, Graduate School of
Massachusetts USA Business
02163 Administration
(university),
Gallatin Hall C1-3D,
Soldiers Field
Boston,
Massachusetts USA
02163
Thomas C. O'Neill 33 Geraldine Court Corporate Director Canadian
Don Mills, Ontario, and Chartered
Canada M3A 1N2 Accountant, 33
Geraldine Court, Don
Mills, Ontario,
Canada M3A 1N2
James A. Pattison 1067 West Cordova Chairman and Chief Canadian
Street, Suite 1800 Executive Officer,
Vancouver, British The Jim Pattison
Columbia, Canada V6C Group (diversified
1C7 consumer oriented
company), 1067 West
Cordova Street,
Suite 1800,
Vancouver, British
Columbia, Canada V6C
1C7
Robert C. Pozen 500 Boylston Street Chair of the board, American
Boston, MFS Investment
Massachusetts USA Management (global
02116 investment manager),
500 Boylston Street,
Boston,
Massachusetts USA
02116
Michael J. Sabia 1000, de La President, Chief Canadian
Gauchetiere W., 37th Executive Officer
Floor and Director of BCE,
Montreal, Quebec, 1000, de La
Canada H3B 4Y7 Gauchetiere W., 37th
Floor
Montreal, Quebec,
Canada H3B 4Y7
Paul M. Tellier 935 de La Gauchetiere Corporate Director, Canadian
W., 17th Floor 935 de La
Montreal, Quebec, Gauchetiere W., 17th
Canada H3B 2M9 Floor, Montreal,
Quebec, Canada H3B
2M9
Victor L. Young 9 Primrose Place Corporate Director, Canadian
St. John's, 9 Primrose Place,
Newfoundland, Canada St. John's,
A1B 4H1 Newfoundland,
Canada A1B 4H1
Executive
Officers
Alain Bilodeau 1000, de La Senior Canadian
Gauchetiere W., 4th Vice-President of
Floor BCE (President, BCE
Montreal, Quebec, Corporate Services),
Canada H3B 4Y7 1000, de La
Gauchetiere W., 4th
Floor, Montreal,
Quebec, Canada H3B
4Y7
Michael T. 1000, de La Senior Canadian
Boychuk Gauchetiere W., 37th Vice-President and
Floor Treasurer of BCE,
Montreal, Quebec, 1000, de La
Canada H3B 4Y7 Gauchetiere W., 37th
Floor, Montreal,
Quebec, Canada H3B
4Y7
Karyn A. Brooks 1000, de La Senior Canadian
Gauchetiere W., 7th Vice-President and
Floor Controller of BCE,
Montreal, Quebec, 1000, de La
Canada H3B 4Y7 Gauchetiere W., 37th
Floor, Montreal,
Quebec, Canada H3B
4Y7
William J. Fox 1000, de La Executive Canadian
Gauchetiere W., 37th Vice-President -
Floor Communications and
Montreal, Quebec, Corporate
Canada H3B 4Y7 Development of BCE,
1000, de La
Gauchetiere W., 37th
Floor, Montreal,
Quebec, Canada H3B
4Y7
Page 12 of 14
Lib Gibson 483 Bay Street, Floor Corporate Advisor of Canadian
6N BCE, 1000, de La
Toronto, Ontario, Gauchetiere W., 37th
Canada M5G 2C9 Floor, Montreal,
Quebec, Canada H3B
4Y7
Leo W. Houle 1000, de La Chief Talent Officer Canadian
Gauchetiere W., 37th of BCE, 1000, de La
Floor Gauchetiere W., 37th
Montreal, Quebec, Floor, Montreal,
Canada H3B 4Y7 Quebec, Canada H3B
4Y7
Lawson A.W. 110 O'Connor Street, Executive Canadian
Hunter 14th Floor Vice-President and
Ottawa, Ontario, Chief Corporate
Canada K1P 1H1 Officer of BCE,
1000, de La
Gauchetiere W., 37th
Floor, Montreal,
Quebec, Canada H3B
4Y7
Alek Krstajic 473 Adelaide Street Officer - Office of Canadian
West, Floor 3 the CEO of BCE,
Toronto, Ontario, 1000, de La
Canada M5V 1T1 Gauchetiere W., 37th
Floor, Montreal,
Quebec, Canada H3B
4Y7
Patricia A. Olah 1000, de La Corporate Secretary American
Gauchetiere W., 41st and Lead Governance
Floor Counsel of BCE,
Montreal, Quebec, 1000, de La
Canada H3B 5H8 Gauchetiere W., 37th
Floor, Montreal,
Quebec, Canada H3B
4Y7
L. Scott Thomson 1000, de la Executive Canadian
Gauchetiere W., 37th Vice-President-Corporate
Floor, Development of BCE,
Montreal, Quebec, 1000, de La
Canada H3B 4Y7 Gauchetiere W., 37th
Floor, Montreal,
Quebec, Canada H3B
4Y7
Wayne L. Tunney 1000, de La Senior Canadian
Gauchetiere W., 37th Vice-President -
Floor Taxation of BCE,
Montreal, Quebec, 1000, de La
Canada H3B 4Y7 Gauchetiere W., 37th
Floor, Montreal,
Quebec, Canada H3B
4Y7
Martine Turcotte 1000, de la Chief Legal Officer Canadian
Gauchetiere W., 38th of BCE, 1000, de La
Floor, Gauchetiere W., 37th
Montreal, Quebec, Floor, Montreal,
Canada H3B 4Y7 Quebec, Canada H3B
4Y7
Siim A. Vanaselja 1000, de la Chief Financial Canadian
Gauchetiere W., 38th Officer of BCE,
Floor, 1000, de La
Montreal, Quebec, Gauchetiere W., 37th
Canada H3B 4Y7 Floor, Montreal,
Quebec, Canada H3B
4Y7
Nicholas 483 Bay Street, Floor Senior Canadian
Zelenczuk 9S-Orange Vice-President -
Toronto, Ontario, Audit and Risk
Canada M5G 2C9 Management of BCE,
1000, de La
Gauchetiere W., 37th
Floor, Montreal,
Quebec, Canada H3B
4Y7
Page 13 of 14
SCHEDULE A-2
DIRECTORS AND EXECUTIVE OFFICERS OF
BIMCOR INC.
The following sets forth the name, residence or business address, present
principal occupation or employment and citizenship of the directors and
principal executive officers of Bimcor Inc.
Name Residence or Principal Occupation Citizenship
Business Address or Employment (and
address of
corporation or other
organization in which
such employment is
conducted)
Directors
Michael T. 1000, rue de La Senior Vice-President Canadian
Boychuk Gauchetiere West, and Treasurer of BCE,
37th Floor Montreal, 1000, de La
Quebec, Canada H3B Gauchetiere W., 37th
4Y7 Floor, Montreal,
Quebec, Canada H3B
4Y7
Paul Gauthier 1000, rue de La President and Chief Canadian
Gauchetiere West, Executive Officer of
13th Floor Montreal, Bimcor, 1000, de La
Quebec, Canada H3B Gauchetiere W., 13th
5A7 Floor, Montreal,
Quebec, Canada H3B
5A7
Leo W. Houle 1000, rue de La Chief Talent Officer Canadian
Gauchetiere West, of BCE, 1000, de La
37th Floor Montreal, Gauchetiere W., 37th
Quebec, Canada H3B Floor, Montreal,
4Y7 Quebec, Canada H3B
4Y7
Ted H. Ignacy 1601 Telesat Court , Vice-President Canadian
Gloucester, Ontario, Finance and Treasurer
Canada, K1B 5P4 of Telesat, 1601
Telesat Court,
Gloucester, Ontario,
Canada K1B 5P4
Martine Turcotte 1000, rue de La Chief Legal Officer Canadian
Gauchetiere West, of BCE, 1000, de La
37th Floor Montreal, Gauchetiere W., 37th
Quebec, Canada H3B Floor, Montreal,
4Y7 Quebec, Canada H3B
4Y7
Siim A. Vanaselja 1000, rue de La Chief Financial Canadian
Gauchetiere West, Officer of BCE, 1000,
37th Floor Montreal, de La Gauchetiere W.,
Quebec, Canada H3B 37th Floor, Montreal,
4Y7 Quebec, Canada H3B
4Y7
Executive
Officers
Peter S. Jarvis 4831 Bay Street, Chief Investment Canadian
Floor 9, Toronto, Officer of Bimcor,
Ontario, Canada M5G 4831 Bay Street, 9th
2E1 floor, Toronto,
Ontario, Canada M5G
2E1
Brian Kouri 1000, rue de La VP Finance and Canadian
Gauchetiere West, Administration of
13th Floor Montreal, Bimcor, 1000, de La
Quebec, Canada H3B Gauchetiere W., 13th
5A7 Floor
Montreal, Quebec,
Canada H3B 5A7
Harry J. Riva 483 Bay Street, VP and General Canadian
Floor 9, Toronto, Counsel of Bimcor,
Ontario, Canada M5G 483 Bay Street, 9th
2E1 floor, Toronto,
Ontario, Canada M5G
2E1
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