Over 99.8% of shareholders accept the offer

MONTREAL, May 24, 2012 /CNW Telbec/ – Astral Media Inc. (TSX: ACM.A
ACM.B) (“Astral“) today announced that its shareholders have approved the previously
announced acquisition of all of its issued and outstanding shares by
BCE Inc. (“BCE“) pursuant to a plan of arrangement under section 192 of the Canada Business Corporations Act (the “Arrangement“) at the special meeting of shareholders of Astral, held today in
Montr al (the “Meeting“). The Arrangement was approved by 99.84% of the votes cast by holders
of Class A non-voting shares (including 99.83% of the votes cast by
disinterested holders of Class A non-voting shares), 99.95% of the
votes cast by holders of Class B subordinate voting shares (including
99.85% of the votes cast by disinterested holders of Class B
subordinate voting shares), and 100% of the votes cast by holders of
special shares of Astral.

“I am very pleased by the overwhelming support of Astral’s shareholders
in favor of the arrangement. This enthusiastic support aptly reflects
the value that the negotiated agreement represents for all Astral
shareholders,” said Ian Greenberg, Astral’s President and Chief
Executive Officer. “I look forward to continuing to work in close
collaboration with Bell’s team towards securing regulatory approvals
for the transaction and its completion later in 2012.”

The Arrangement is also subject to approval by the Qu bec Superior Court
at a final hearing which has been scheduled to be held tomorrow,
May 25, 2012, at the Montr al Courthouse, in Montr al, Qu bec at
9:00 a.m. (Montr al time) or as soon thereafter as counsel may be
heard. It is anticipated that the Arrangement will be completed in the
second half of 2012 subject to, without limitation, court approval as
set forth above and required regulatory approvals.

Prior to the Meeting, Astral determined not to submit to a vote the
ordinary resolution relating to the approval of an allocation to
Astral’s President and Chief Executive Officer under the bonus and
retention plan based on the proxies received prior to the Meeting.

This press release contains certain forward-looking statements relating
to the proposed acquisition by BCE of all of the issued and outstanding
shares of Astral. We disclaim any intention or obligation to update or
revise any forward-looking statements. The completion of the
above-mentioned proposed transaction is subject to customary closing
conditions, termination rights and other risks and uncertainties
including, without limitation, court approval and any required
regulatory approvals, including approval by the Canadian
Radio-television and Telecommunications Commission (CRTC), Competition
Bureau and Toronto Stock Exchange. Accordingly, there can be no
assurance that the proposed transaction will occur, or that it will
occur on the terms and conditions contemplated in this news release.
The proposed transaction could be modified, restructured or terminated.

About Astral
Founded in 1961, Astral Media Inc. (TSX: ACM.A ACM.B) is one of Canada’s
largest media companies. It operates several media properties – pay and
specialty television, radio, out-of-home advertising and digital – that
are among the most popular in the country. Astral plays a central role
in community life across the country by offering diverse, rich, and
vibrant programming that meets the tastes and needs of consumers and
advertisers alike. To learn more about Astral, please visit Astral.com.

About BCE
Based in Montr al, BCE Inc. (TSX, NYSE: BCE) is Canada’s largest
communications company, with the Bell and Bell Aliant brands providing
a comprehensive and innovative suite of broadband wireless and wireline
communication services to residential and business customers across
Canada. Bell Media is Canada’s premier multimedia company with leading
assets in television, radio and digital media, including CTV, Canada’s
#1 television network, and the country’s most-watched specialty
channels. For BCE corporate information, please visit BCE.ca. For Bell product and service information, please visit Bell.ca. For Bell Media, please visit BellMedia.ca.

SOURCE ASTRAL MEDIA INC.