-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PBc8ooOk5DCCZ7gGg9qlRJ45QrS8KXgDdxaxMNPJdnoBSVR467crqIt27wsw70bm cflGE4wDV7VZ9PMdmE5GPQ== 0001047469-02-006117.txt : 20021209 0001047469-02-006117.hdr.sgml : 20021209 20021206215647 ACCESSION NUMBER: 0001047469-02-006117 CONFORMED SUBMISSION TYPE: F-8 PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20021209 EFFECTIVENESS DATE: 20021209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CGI GROUP INC CENTRAL INDEX KEY: 0001061574 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: F-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-101717 FILM NUMBER: 02851637 BUSINESS ADDRESS: STREET 1: 1130 SHERBROOKE ST WEST STREET 2: 5TH FL CITY: MONTREAL QUEBEC CANA STATE: E6 ZIP: 00000 BUSINESS PHONE: 5148413200 MAIL ADDRESS: STREET 1: 1130 SHERBROOKE ST WEST STREET 2: 5TH FLOOR CITY: MONTREAL QUEBEC STATE: E6 F-8 1 a2095624zf-8.htm F-8
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As filed with the Securities and Exchange Commission on December 9, 2002

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

GROUPE CGI INC./CGI GROUP INC.
(Exact Name of Registrant as Specified in Its Charter)

CGI GROUP INC.
(Translation of Registrant's Name Into English)

Québec, Canada		7374		None
(Province or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

CGI Group Inc. 1130 Sherbrooke Street West 5^th Floor Montreal, Québec Canada H3A 2M8 (514) 841-3200		CGI Information Systems & Management Consultants, Inc. 600 Federal Street Andover, Massachusetts 01810 Attn: Joe Saliba (978) 946-3000
(Address and Telephone Number of Registrant's Principal Executive Offices)		(Name, Address and Telephone Number of Agent for Service)
Copies to:
Jean-René Gauthier, Esq. McCarthy Tétrault LLP Windsor Tower, 5^th Floor 1170 Peel Street Montreal Québec Canada H3B4S8 (514) 397-4299		Robert J. Grammig, Esq. Holland & Knight LLP 400 North Ashley Drive Suite 2300 Tampa, Florida 33602 (813) 227-8500

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

This registration statement and any amendment thereto shall become effective upon the filing with the United States Securities and Exchange Commission in accordance with Rule 467(a).

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction's shelf prospectus offering procedures, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee


Class A Subordinate Shares	11,000,000	3.60	39,600,000	3643.20

(1): Pursuant to General Instruction IV.F, the number of shares registered is limited to the amount to be offered in the United States as part of the offering.
(2): Pursuant to General Instruction IV.G, the offering price is based upon the average of the high and low prices on the Toronto Stock Exchange on December 2, 2002 of the shares of COGNICASE Inc. (Cdn. $3.075 per share) to be received by the registrant in the exchange offer from United States residents. Such aggregate offering price has been converted into United States dollars using $1.5595, the noon buying rate in New York City on December 2, 2002, for cable transfers in Canadian dollars as certified by the Federal Bank of New York.

PART I

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Item 1. Home Jurisdiction Documents

Offer and Circular dated as of December 6, 2002, including the Letter of Transmittal and Notice of Guaranteed Delivery.

Item 2. Informational Legends

See the inside cover page of the Offer and Circular dated as of December 6, 2002.

Item 3. Incorporation of Certain Information by Reference

See "Documents Incorporated by Reference" in the Offer and Circular dated as of December 6, 2002.

Item 4. List of Documents Filed with the Commission

See "Documents filed as Part of the U.S. Registration Statement" in the Offer and Circular dated as of December 6, 2002.

This document is important and requires your immediate attention. If you are in any doubt as to how to deal with it, you should consult your investment dealer, stockbroker, bank manager, lawyer or other professional advisor.

No securities commission or similar authority in Canada has in any way passed upon the merits of the securities offered hereunder and any representation to the contrary is an offence. Information has been incorporated by reference in this Offer and Circular from the documents filed with securities commissions or similar authorities in Canada (the permanent information record in Québec), copies of which may be obtained upon request without charge from the Secretary of CGI Group Inc. at 1130 Sherbrooke Street West, Montreal, Québec H3A 2M8 (514) 841-3200.

CGI GROUP INC.

OFFER TO PURCHASE
all of the outstanding common shares of

COGNICASE INC.

on the basis of, at the option of the holder, for each Cognicase Share,

Cdn. $4.25 cash
or
0.5484 Class A Subordinate Shares of CGI Group Inc.,

or any combination thereof,
subject to the maximum aggregate cash consideration and maximum aggregate share consideration
(and corresponding pro-ration) set out herein

This offer to purchase (the "Offer") all of the outstanding common shares (including common shares which may become outstanding after the date of this Offer upon the exercise of outstanding options and other securities, instruments and rights convertible or exchangeable into common shares of Cognicase Inc. ("Cognicase") or entitling the holder thereof to acquire common shares) (the "Cognicase Shares") of Cognicase made by CGI Group Inc. ("CGI" or the "Offeror"), will be open for acceptance until 5:00 p.m. (Montreal time) on January 13, 2003 (the "Expiry Time"), unless withdrawn or extended. The Offer was announced by press release issued on December 6, 2002. On December 5, 2002, the last trading day prior to the date of announcement of the Offer, the closing price of the Cognicase Shares on the Toronto Stock Exchange (the "TSX") and on The Nasdaq National Market ("Nasdaq") was Cdn. $3.40 and US $2.17, respectively, and the 20-day and 90-day weighted average closing price of the Cognicase Shares on the TSX was Cdn. $3.04 and Cdn. $2.83, respectively. On such date, the Offer represents a 25% premium over the closing price of the Cognicase Shares on the TSX, and a 39.9% and 50.4% premium over the 20-day and 90-day weighted average closing price of the Cognicase Shares on the TSX, respectively.

The Class A Subordinate Shares of CGI (the "CGI Shares") are listed on the TSX and on the New York Stock Exchange ("NYSE"). The TSX has conditionally approved the listing of the CGI Shares issuable pursuant to the Offer, subject to CGI fulfilling all the requirements of the TSX. CGI will file an additional listing application with the NYSE to have the CGI Shares issuable in the United States pursuant to the Offer listed on the NYSE. The closing price of the CGI Shares on December 5, 2002, the last trading day prior to the date of announcement of the Offer, was Cdn. $7.55 on the TSX and US $4.82 on the NYSE.

The Offer is conditional upon, among other things, at least (i) 66²/3% of the outstanding Cognicase Shares and (ii) 50.01% of the outstanding Cognicase Shares other than those Cognicase Shares held by persons whose Cognicase Shares would not be included as part of the "minority" in connection with any Subsequent Acquisition Transaction, being validly deposited under the Offer and not withdrawn as at the Expiry Time. This Offer is also subject to other conditions. See Section 4 of the Offer, "Conditions of the Offer".

CGI has entered into a lock-up agreement with National Bank of Canada (the "Vendor") pursuant to which the Vendor has, subject to certain exceptions, irrevocably agreed to deposit pursuant to the Offer and not to withdraw an aggregate of 9,450,187 Cognicase Shares beneficially owned, directly or indirectly, by the Vendor. See Section 4 of the Circular, "Background to the Offer—Lock-Up Agreement".

Shareholders who wish to accept the Offer must properly complete and execute the accompanying Letter of Transmittal or a manually signed facsimile thereof and deposit it, together with the certificate(s) representing Cognicase Shares, in accordance with the instructions in the Letter of Transmittal at any of the offices of Computershare Trust Company of Canada (the "Depositary") specified in the Letter of Transmittal so as to arrive there not later than the Expiry Time. Alternatively, Shareholders who wish to accept the Offer and whose share certificates are not readily available may follow the procedure for guaranteed delivery set forth under Section 3 of the Offer, "Manner of Acceptance—Procedure for Guaranteed Delivery", using the accompanying Notice of Guaranteed Delivery.

Questions and requests for assistance may be directed to CIBC World Markets Inc. and Desjardins Securities Inc. (the "Dealer Managers") and to the Depositary, and additional copies of this document, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained without charge upon request from those persons at their respective offices shown on the last page of the Letter of Transmittal.

If your Cognicase Shares are registered in the name of a nominee, you should contact your broker, investment dealer, bank, trust company or other nominee for assistance.

The Dealer Managers for the Offer are:
CIBC World Markets Inc. and Desjardins Securities Inc.

December 6, 2002

(continued from cover)

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER AND CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Offer is by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to offer securities pursuant to the Offer and Circular in accordance with the disclosure requirements of Canada. Shareholders should be aware that such requirements are different from those in the United States. The financial statements included or incorporated by reference herein have been prepared in accordance with Canadian generally accepted accounting principles and are subject to Canadian auditing and auditor independence standards and, thus, may not be comparable to financial statements of United States companies.

Shareholders should be aware that the acquisition of the securities described herein may have tax consequences both in the United States and in Canada, the home country of the Offeror. Such consequences for investors who are resident in, or citizens of, the United States are not described herein. See Section 18 of the Circular, "Canadian Federal Income Tax Considerations".

The enforcement by Shareholders of civil liabilities under the United States federal securities laws may be adversely affected by the fact that the Offeror is incorporated under the laws of the Province of Québec, Canada, that some of its officers and directors are residents of Canada, that the experts named in the Offer and Circular are residents of Canada, that the Dealer Managers are residents of Canada, and that all or a substantial portion of the assets of the Offeror and said persons are located outside the United States.

Shareholders should be aware that, during the Offer Period, the Offeror or its affiliates, directly or indirectly, may bid for or make purchases of the securities to be distributed or to be exchanged, or of certain related securities, as permitted by applicable laws or regulations of Canada or its provinces or territories.

This tender offer is made for the securities of a foreign issuer and while the offer is subject to the disclosure requirements of Canada, the country in which Cognicase is incorporated or organized, Shareholders should be aware that these requirements are different from those of the United States. Financial statements included herein, if any, have been prepared in accordance with Canadian generally accepted accounting principles and thus may not be comparable to financial statements of United States companies.

The enforcement by Shareholders of civil liabilities under the federal securities laws may be affected adversely by the fact that Cognicase is located in a foreign country, and that some or all of its officers and directors are residents of a foreign country.

Investors should be aware that the Offeror or its affiliates, directly or indirectly, may bid for or make purchases of the issuer's securities subject to the Offer, or of the issuer's related securities, during the period of the Offer, as permitted by applicable Canadian laws or provincial laws or regulations.

Investors should be aware that the Offeror or its affiliates, directly or indirectly, may bid for or make purchases of the issuer's securities subject to the Offer, or of the issuer's related securities, or of the Offeror's related securities, during the period of the Offer, as permitted by applicable Canadian laws or provincial laws or regulations.

All dollar references in the Offer and Circular are in Canadian dollars, unless otherwise indicated. On December 5, 2002, the noon rate of exchange as reported by the Bank of Canada was US $1.00 = Cdn. $1.5611.

FORWARD LOOKING STATEMENTS

Certain statements contained in the accompanying Circular in addition to certain statements contained elsewhere or incorporated in this document are "forward-looking statements" and are prospective. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward looking statements.

This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from or on behalf of, Shareholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offeror or its agents may, in their sole discretion, take such actions they may deem necessary to extend the Offer to Shareholders in such jurisdiction.

TABLE OF CONTENTS

DEFINITIONS			4
SUMMARY			7
OFFER			11
	1.	The Offer	11
	2.	Time for Acceptance	12
	3.	Manner of Acceptance	13
	4.	Conditions of the Offer	15
	5.	Extension and Variation of the Offer	18
	6.	Notice of Change	19
	7.	Payment for Deposited Cognicase Shares	19
	8.	Withdrawal of Deposited Cognicase Shares	20
	9.	Notice and Delivery	21
	10.	Changes in Capitalization, Dividends and Distributions; Liens	22
	11.	Mail Service Interruption	23
	12.	Market Purchases	23
	13.	Other Terms of the Offer	23
CIRCULAR			25
	1.	Documents Incorporated by Reference	25
	2.	The Offeror	26
	3.	Cognicase	26
	4.	Background to the Offer	27
	5.	Purpose of the Offer and the Offeror's Plans for Cognicase	30
	6.	Selected Historical and Pro Forma Condensed Consolidated Financial Information of CGI	30
	7.	Pro Forma Capitalization of CGI	31
	8.	Source of Funds	32
	9.	Beneficial Ownership and Trading in Securities	32
	10.	Commitments to Acquire Cognicase Shares	33
	11.	Arrangements, Agreements or Understandings	33
	12.	Material Changes and Other Information	33
	13.	Effect of the Offer on Market and Listings	33
	14.	Price Range and Trading Volume of Cognicase	34
	15.	Price Range and Trading Volume of CGI Shares	35
	16.	Acquisition of Cognicase Shares Not Deposited Under the Offer	36
	17.	Regulatory Matters	38
	18.	Canadian Federal Income Tax Considerations	39
	19.	Acceptance of the Offer	43
	20.	Financial Advisors, Dealer Managers and Soliciting Dealer Group	44
	21.	Depositary	44
	22.	Legal Matters	45
	23.	Fees and Expenses	45
	24.	Shareholder's Statutory Rights	45
	25.	Documents Filed as Part of the US Registration Statement	45
CONSENT OF COUNSEL			46
CONSENT OF AUDITORS			47
APPROVAL AND CERTIFICATES			48
SCHEDULES
SCHEDULE "A"—Additional Information Concerning CGI			A-1
SCHEDULE "B"—Unaudited pro forma condensed consolidated financial statements			B-1

DEFINITIONS

In the Offer and the Circular, unless the subject matter or context is inconsistent therewith, the following terms shall have the meanings set forth below.

"Affected Securities" has the meaning ascribed thereto in Section 16 of the Circular, "Acquisition of Cognicase Shares Not Deposited Under the Offer—Subsequent Acquisition Transaction";

"affiliate" has the meaning ascribed thereto in the QSA;

"Antitrust Division" means the Antitrust Division of the United States Department of Justice;

"associate" has the meaning ascribed thereto in the QSA;

"Business Day" means any day, other than a Saturday, Sunday or any other day on which banking institutions in Toronto, Ontario and Montreal, Québec are authorized or obligated to close;

"Cash Electing Shareholders" means the Shareholders electing the Cash Option;

"Cash Option" means $4.25 in cash for each Cognicase Share;

"CBCA" means the Canada Business Corporations Act, as amended;

"CGI" means CGI Group Inc., a company incorporated under the laws of the Province of Québec;

"CGI Shares" means Class A Shares;

"Circular" means the take-over bid circular accompanying and forming part of the Offer;

"Class A Shares" means the Class A Subordinate Shares in the share capital of CGI;

"Class B Shares" means the Class B Shares (Multiple Voting) in the share capital of CGI;

"Cognicase" means Cognicase Inc., a corporation incorporated under the laws of Canada;

"Cognicase Shares" means the common shares in the share capital of Cognicase;

"Competition Act" means the Competition Act (Canada), as amended;

"Compulsory Acquisition" has the meaning ascribed thereto in Section 16 of the Circular, "Acquisition of Cognicase Shares not Deposited Under the Offer—Compulsory Acquisition";

"Confidentiality Agreement" means the confidentiality agreement dated November 28, 2002 entered into between the Vendor and CGI, as more particularly described in Section 4 of the Circular, "Background to the Offer";

"Consideration Alternatives" means the Cash Option, the Share Option or any combination thereof;

"CVMQ" means the Commission des valeurs mobilières du Québec;

"Dealer Managers" means CIBC World Markets Inc. and Desjardins Securities Inc.;

"Depositary" means Computershare Trust Company of Canada;

"Effective Date" has the meaning ascribed thereto in Section 3 of the Offer, "Manner of Acceptance—Power of Attorney";

"Eligible Institution" means a Canadian schedule 1 chartered bank, a major trust company in Canada, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Dealers Association of

Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States;

"Exclusivity Agreement" means the exclusivity agreement dated November 29, 2002 entered into between the Vendor and CGI, as more particularly described in Section 4 of the Circular, "Background to the Offer—Exclusivity Agreement";

"Expiry Date" means January 13, 2003, or such later date or dates as may be determined by the Offeror from time to time in respect of the Offer pursuant to Section 5 of the Offer, "Extension and Variation of the Offer";

"Expiry Time" means 5:00 p.m. (Montreal time) on the Expiry Date, or such later time or times as may be fixed by the Offeror from time to time in respect of the Offer pursuant to Section 5 of the Offer, "Extension and Variation of the Offer";

"FTC" means the United States Federal Trade Commission;

"Going Private Transaction" has the meaning ascribed thereto in Rule 61-501 and Policy Q-27;

"HSR Act" means the Hart-Scott Rodino Antitrust Improvements Act of 1976 (United States), as amended;

"Letter of Transmittal" means the letter of transmittal in the form accompanying the Offer and Circular;

"Lock-Up Agreement" means the lock-up agreement dated December 6, 2002 entered into between the Vendor and CGI, as more particularly described in Section 4 of the Circular, "Background to the Offer—Lock-Up Agreement";

"Maximum Cash Consideration" means an amount in cash equal to 50% of the total consideration payable pursuant to the Offer on any Take-Up Date;

"Maximum Share Consideration" means such number of CGI Shares having an aggregate value equal to 50% of the total consideration payable pursuant to the Offer on any Take-Up Date using a CGI Share price of $7.75;

"Minimum Condition" means that there shall have been validly deposited under the Offer and not withdrawn as at the Expiry Time that number of Cognicase Shares, which, in the aggregate, equals at least (i) 66²/3% of the outstanding Cognicase Shares and (ii) 50.01% of the outstanding Cognicase Shares other than those Cognicase Shares held by persons whose Cognicase Shares would not be included as part of the "minority" in connection with any Subsequent Acquisition Transaction;

"Nasdaq" means The Nasdaq National Market;

"NBG" means National Bank Group Inc., a wholly-owned subsidiary of the Vendor;

"Notice of Change" has the meaning ascribed thereto in Section 6 of the Offer, "Notice of Change";

"Notice of Guaranteed Delivery" means the notice of guaranteed delivery in the form accompanying the Offer and the Circular;

"Notice of Variation" has the meaning ascribed thereto in Section 5 of the Offer, "Extension and Variation of the Offer";

"NYSE" means the New York Stock Exchange;

"Offer" means the offer made hereby to Shareholders to purchase Cognicase Shares;

"Offer Period" means the period commencing on December 6, 2002, or any other later date or dates as prescribed by applicable securities legislation, and ending at the Expiry Time;

"Offeror" means CGI;

"Offeror's Notice" has the meaning ascribed thereto in Section 16 of the Circular, "Acquisition of Cognicase Shares Not Deposited Under the Offer—Compulsory Acquisition";

"Options" means the outstanding options to purchase Cognicase Shares pursuant to Cognicase's stock option plan;

"OSA" means the Securities Act (Ontario), as amended;

"OSC" means the Ontario Securities Commission;

"Other Securities" has the meaning ascribed thereto in Section 3 of the Offer, "Manner of Acceptance—Power of Attorney";

"Policy Q-27" means Policy Q-27 of the CVMQ;

"Pre-Notification Agreement" means the pre-notification agreement dated May 31, 2000 entered into between NBG and Cognicase, as more particularly described in Section 4 of the Circular, "Background to the Offer—Lock-Up Agreement";

"Purchased Shares" has the meaning ascribed thereto in Section 3 of the Offer, "Manner of Acceptance—Power of Attorney";

"QSA" means the Securities Act (Québec), as amended;

"Regulations" has the meaning ascribed thereto in Section 16 of the Circular, "Acquisition of Cognicase Shares not Deposited under the Offer—Subsequent Acquisition Transaction";

"Rights" means the outstanding securities and instruments convertible or exchangeable into Cognicase Shares and other rights to receive or acquire Cognicase Shares, other than Options, including under the terms of any agreements;

"Rule 61-501" means OSC Rule 61-501—Insider Bids, Issuer Bids, Going Private Transactions and Related Party Transactions;

"Share Electing Shareholders" means the Shareholders electing the Share Option;

"Share Option" means 0.5484 CGI Shares for each Cognicase Share;

"Shareholders" means the holders of Cognicase Shares;

"Soliciting Dealer Group" has the meaning ascribed thereto in Section 20 of the Circular, "Financial Advisors, Dealer Managers and Soliciting Dealer Group";

"Subsequent Acquisition Transaction" has the meaning ascribed thereto in Section 16 of the Circular, "Acquisition of Cognicase Shares Not Deposited Under the Offer—Subsequent Acquisition Transaction" and includes a Compulsory Acquisition;

"Subsidiary" has the meaning ascribed thereto in the QSA;

"Take-Up Date" means a date upon which the Offeror takes up or acquires Cognicase Shares pursuant to the Offer;

"Tax Act" means the Income Tax Act (Canada), as amended;

"TSX" means the Toronto Stock Exchange; and

"Vendor" means National Bank of Canada, a Canadian chartered bank.

SUMMARY

The following is a summary only and is qualified in its entirety by the detailed provisions contained in the Offer and Circular. Shareholders are urged to read the Offer and Circular in their entirety. The information concerning Cognicase contained in the Offer and Circular has been taken from or is based upon publicly available documents or records on file with Canadian securities regulatory authorities and other public sources at the time of the Offer, unless otherwise indicated, and cannot be independently verified by the Offeror. All currency amounts expressed herein, unless otherwise indicated, are in Canadian dollars.

The Offer

The Offeror is offering, on the terms and subject to the conditions of the Offer, to purchase all of the outstanding Cognicase Shares (including Cognicase Shares which may become outstanding after the date of this Offer upon the exercise of outstanding Options and other Rights) on the basis of, at the option of the Shareholder, for each Cognicase Share:

(a): $4.25 in cash (the "Cash Option");
(b): 0.5484 CGI Shares (the "Share Option"); or
(c): any combination of the above;

as elected by a Shareholder in the applicable Letter of Transmittal, subject to the Maximum Cash Consideration and Maximum Share Consideration, and to pro-ration. See Section 1 of the Offer, "The Offer".

Shareholders who do not properly elect a Consideration Alternative with respect to any Cognicase Shares deposited by them pursuant to the Offer will be deemed to have elected the Cash Option (subject to pro-ration) in respect of such Cognicase Shares.

The Offer was announced by press release issued on December 6, 2002. On December 5, 2002, the last trading day prior to the date of announcement of the Offer, the closing price of the Cognicase Shares on the TSX and on Nasdaq was Cdn. $3.40 and US $2.17, respectively, and the 20-day and 90-day weighted average closing price of the Cognicase Shares on the TSX was Cdn. $3.04 and Cdn. $2.83, respectively. On such date, the Offer represents a 25% premium over the closing price of the Cognicase Shares on the TSX, and a 39.9% and 50.4% premium over the 20-day and 90-day weighted average closing price of the Cognicase Shares on the TSX, respectively.

To the Offeror's knowledge, based upon publicly available documents, as at October 31, 2002, there were 62,399,738 Cognicase Shares outstanding.

Conditions of the Offer

The Offeror reserves the right to withdraw or terminate the Offer and not take up and pay for any Cognicase Shares deposited under the Offer unless the conditions described in Section 4 of the Offer, "Conditions of the Offer", are satisfied or waived by the Offeror prior to the Expiry Time. Those conditions include, without limitation, the Minimum Condition. For a complete description of the conditions of the Offer, see Section 4 of the Offer, "Conditions of the Offer".

The Offeror

CGI is the largest independent Canadian information technology (IT) services company and the fourth largest independent in North America.

Headquartered in Montreal, CGI's operations are organized along geographic lines with three strategic business units: Canada and Europe, US and Asia Pacific and business process services, along

with corporate services. CGI provides end-to-end IT services in six economic sectors: financial services, telecommunications, manufacturing/retail/distribution, governments, utilities and services, as well as healthcare. Some 72% of CGI's business is in the management of IT and business functions (outsourcing), and 28% in systems integration and consulting.

CGI and its affiliated companies employ more than 14,600 people serving some 3,000 clients from more than 60 offices located around the world. CGI provides end-to-end IT services and business solutions to its clients, including IT facilities management through a network of state-of-the-art data centers in Canada (Montreal, Toronto and Regina), in the US (Phoenix) and in the UK (Basingstoke). CGI also has applications maintenance and development centers in India (Mumbai and Bangalore).

As of the date hereof, the Offeror does not own any Cognicase Shares. See Section 2 of the Circular, "The Offeror".

Cognicase

Cognicase was incorporated in October 1991 under the CBCA, and is a provider of information technology business solutions and software, including the implementation of integrated e-business solutions, technology configuration management, outsourcing, application service provider (ASP) services, re-engineering of existing applications for e-business, as well as project management and business process improvement consulting services. It is active in Canada, the United States and Europe.

Purpose of the Offer

The purpose of the Offer is to enable the Offeror to acquire all of the Cognicase Shares. See Section 5 of the Circular, "Purpose of the Offer and the Offeror's Plans for Cognicase—Purpose of the Offer".

Lock-Up Agreement

On December 6, 2002, CGI entered into the Lock-Up Agreement with the Vendor pursuant to which the Vendor has, subject to certain exceptions, irrevocably agreed to deposit pursuant to the Offer and not to withdraw an aggregate of 9,450,187 Cognicase Shares beneficially owned, directly or indirectly, by the Vendor. See Section 4 of the Circular, "Background to the Offer—Lock-Up Agreement".

Time for Acceptance

The Offer is open for acceptance until 5:00 p.m. (Montreal time) on January 13, 2003, or such later time or times and date or dates to which the Offer may be extended from time to time by the Offeror in accordance with Section 5 of the Offer—"Extension and Variation of the Offer", unless withdrawn by the Offeror. See Section 2 of the Offer, "Time for Acceptance".

Manner of Acceptance

A Shareholder wishing to accept the Offer must deposit, at or prior to the Expiry Time, the certificates representing the Cognicase Shares, together with a properly completed Letter of Transmittal at any one of the offices of the Depositary specified in the Letter of Transmittal. Instructions are contained in the Letter of Transmittal which accompanies the Offer. If a Shareholder wishes to deposit Cognicase Shares pursuant to the Offer and the certificates representing the Cognicase Shares are not immediately available or such person cannot deliver the certificates and all other required documents to the Depositary prior to the Expiry Time, such Cognicase Shares may nevertheless be deposited in compliance with the procedures for guaranteed delivery using the accompanying Notice of Guaranteed Delivery. See Section 3 of the Offer, "Manner of Acceptance". No fee or commission will be payable

by holders of Cognicase Shares who deliver Cognicase Shares directly to the Depositary or utilize the facilities of the Soliciting Dealer Group to accept the Offer.

Payment

If all of the conditions referred to in Section 4 of the Offer, "Conditions of the Offer", are satisfied or waived by the Offeror at or prior to the Expiry Time, the Offeror will be obligated to take up the Cognicase Shares validly deposited and not withdrawn under the Offer not later than ten days after the Expiry Date and to pay for the Cognicase Shares taken up as soon as possible, but in any event no later than the earlier of three Business Days after taking up the Cognicase Shares and ten days after the Expiry Date. Any Cognicase Shares validly deposited under the Offer after the first date on which the Cognicase Shares have been taken up by the Offeror will be taken up and paid for within ten days of such deposit. See Section 7 of the Offer, "Payment for Deposited Cognicase Shares".

Withdrawal of Deposited Cognicase Shares

All deposits of Cognicase Shares pursuant to the Offer are irrevocable, except as provided in Section 8 of the Offer, "Withdrawal of Deposited Cognicase Shares".

Acquisition of Cognicase Shares not Deposited

If the Offeror takes up and pays for the Cognicase Shares validly deposited under the Offer, the Offeror intends to acquire all of the Cognicase Shares not deposited under the Offer. See Section 16 of the Circular, "Acquisition of Cognicase Shares Not Deposited Under the Offer".

Canadian Federal Income Tax Considerations

A Shareholder who is resident in Canada, who deals at arm's length with the Offeror, who holds Cognicase Shares as capital property and who disposes of Cognicase Shares to the Offeror under the Cash Option will realize a capital gain (or capital loss) equal to the amount by which the sum of cash received, net of any reasonable costs of disposition, exceeds (or is less than) the adjusted cost base to the Shareholder of the Cognicase Shares. A Shareholder who, under the Share Option, receives CGI Shares for Cognicase Shares will, unless such Shareholder chooses to treat the exchange of such Shareholder's Cognicase Shares for CGI Shares as a taxable transaction, be deemed to have disposed of such shares for proceeds of disposition equal to the Shareholder's adjusted cost base in respect of such Cognicase Shares immediately before the exchange and to have acquired the CGI Shares received in exchange therefore at a cost equal to such proceeds of disposition. See Section 18 of the Circular, "Canadian Federal Income Tax Considerations".

The foregoing is only a brief summary of the Canadian federal income tax considerations. Shareholders are urged to consult their own tax advisors to determine the particular tax consequences to them of a sale of Cognicase Shares pursuant to the Offer or of any Subsequent Acquisition Transaction.

Depositary

Computershare Trust Company of Canada is acting as Depositary under the Offer. The Depositary will be responsible for receiving deposits of certificates representing the Cognicase Shares and accompanying Letters of Transmittal at the office specified in the Letter of Transmittal. The Depositary will be responsible for receiving Notices of Guaranteed Delivery at the office specified in the Notice of Guaranteed Delivery. See Section 21 of the Circular, "Depositary".

Financial Advisors, Dealer Managers and Soliciting Dealer Group

The Offeror has retained CIBC World Markets Inc. and Desjardins Securities Inc. to act as its exclusive financial advisors in connection with the Offer. CIBC World Markets Inc. and Desjardins Securities Inc. have also been retained to serve as the Dealer Managers for the Offer and to form a Soliciting Dealer Group consisting of members of the Investment Dealers Association of Canada and members of Canadian stock exchanges to solicit acceptances of the Offer. Depositing Shareholders will not be obligated to pay any fee or commission if they accept the Offer by using the services of the Dealer Managers or any member of the Soliciting Dealer Group to accept the Offer or by transmitting their Cognicase Shares directly to the Depositary. See Section 20 of the Circular, "Financial Advisors, Dealer Managers and Soliciting Dealer Group".

OFFER

December 6, 2002

TO: THE HOLDERS OF COMMON SHARES OF COGNICASE

1. The Offer

The Offeror hereby offers to purchase, on and subject to the terms and conditions hereinafter specified, all of the outstanding Cognicase Shares (including Cognicase Shares which may become outstanding after the date of this Offer upon the exercise of outstanding Options and other Rights) on the basis of, at the option of the Shareholder:

(a): the Cash Option;
(b): the Share Option; or
(c): any combination of the above;

as elected by a Shareholder in the applicable Letter of Transmittal, subject to the Maximum Cash Consideration and Maximum Share Consideration, and to pro-ration as set forth below. Shareholders who otherwise validly accept the Offer but fail in the Letter of Transmittal or Notice of Guaranteed Delivery, as applicable, to properly elect to tender the Cognicase Shares under the Cash Option or the Share Option shall be deemed (subject to pro-ration of the cash consideration) to have elected the Cash Option in respect of such Cognicase Shares.

The Offer is made only for Cognicase Shares and is not made for any Options or other Rights. Any holder of such Options or Rights who wishes to accept the Offer should exercise the Options or other Rights in order to obtain certificates representing Cognicase Shares and deposit the same in accordance with the Offer. Any such exercise must be sufficiently in advance of the Expiry Time to assure the holder of Options or other Rights that they have Cognicase Shares certificates available for deposit before the Expiry Time or in sufficient time to comply with the procedures referred to in Section 3 of the Offer, "Manner of Acceptance—Procedure for Guaranteed Delivery".

To the Offeror's knowledge, based upon publicly available documents, as at October 31, 2002, there were 62,399,738 Cognicase Shares outstanding.

The actual consideration to be received by a Cash Electing Shareholder and a Share Electing Shareholder will be determined in accordance with the following:

(a): the aggregate cash amount that the Offeror will be required to pay for Cognicase Shares acquired from Cash Electing Shareholders (and deemed Cash Electing Shareholders) pursuant to the Offer on any Take-Up Date shall not exceed the Maximum Cash Consideration on such Take-Up Date;
(b): the aggregate number of CGI Shares that CGI will be required to issue for Cognicase Shares acquired from Share Electing Shareholders (and deemed Share Electing Shareholders) pursuant to the Offer on any Take-Up Date shall not exceed the Maximum Share Consideration on such Take-Up Date;
(c): if the Cash Electing Shareholders elect to receive, in the aggregate, more than the Maximum Cash Consideration for the Cognicase Shares taken up or acquired on any Take-Up Date, the amount of the purchase consideration paid in cash to each of the Cash Electing Shareholders shall be pro-rated so that in the aggregate the purchase consideration paid in cash to all Cash Electing Shareholders on such date shall be equal to the Maximum Cash Consideration and each Cash Electing Shareholder shall receive the balance of the purchase consideration payable to it under the Offer in CGI Shares. In determining the amount of cash to be

received by any particular Cash Electing Shareholder, subject to adjustment for fractions of CGI Shares, that Shareholder will be entitled to receive cash equal to the product of the Maximum Cash Consideration multiplied by a fraction, the numerator of which is the number of Cognicase Shares in respect of which the Shareholder has requested the Cash Option and the denominator of which is the aggregate number of all Cognicase Shares tendered to the Cash Option. Each such Cash Electing Shareholder shall be deemed, for all purposes, to have elected to tender under the Share Option any Cognicase Shares in excess of the number of Cognicase Shares paid for under the Cash Option, and shall receive the balance of the purchase price payable under the Offer on the same basis as Shareholders who elect (or are deemed to have elected) the Share Option in respect of their Cognicase Shares; and

(d): if the Share Electing Shareholders elect to receive, in the aggregate more than the Maximum Share Consideration for the Cognicase Shares taken up or acquired on any Take-Up Date, the number of CGI Shares to be issued as consideration to each of the Share Electing Shareholders shall be pro-rated so that in the aggregate the number of CGI Shares issued to all Share Electing Shareholders on such date shall be equal to the Maximum Share Consideration and each Share Electing Shareholder shall receive the balance of the purchase consideration payable to it under the Offer in cash. In determining the number of CGI Shares to be received by any particular Share Electing Shareholder, subject to adjustment for fractions of CGI Shares, that Shareholder will be entitled to receive that number of CGI Shares equal to the product of the Maximum Share Consideration multiplied by a fraction, the numerator of which is the number of Cognicase Shares in respect of which the Shareholder has requested the Share Option and the denominator of which is the aggregate number of all Cognicase Shares tendered to the Share Option. Such Shareholder shall receive the balance of the purchase price payable under the Offer on the same basis as Shareholders who elect (or are deemed to have elected) the Cash Option in respect of their Cognicase Shares.

For the purpose of the foregoing calculation, if any Shareholder elects more than one Consideration Alternative, such Shareholder will be considered a separate Shareholder with respect to each Consideration Alternative elected.

The purchase consideration referred to in paragraphs (c) and (d) above shall be determined using a CGI Share price of $7.75.

Depositing Shareholders will not be obligated to pay brokerage fees or commissions if they accept the Offer by depositing their Cognicase Shares directly with the Depositary or if they use the services of the Dealer Managers or a member of the Soliciting Dealer Group to accept the Offer. See Section 20 of the Circular, "Financial Advisors, Dealer Managers and Soliciting Dealer Group".

No fractional CGI Share shall be issued pursuant to the Offer. In lieu of a fractional CGI Share, a Share Electing Shareholder will receive a cash payment determined on the basis of $7.75 for each whole CGI Share.

The accompanying Circular, Letter of Transmittal and Notice of Guaranteed Delivery are incorporated into and form part of the Offer and contain important information which should be read carefully before making a decision with respect to the Offer. The accompanying definitions are also incorporated by reference and form part of the Offer.

2. Time for Acceptance

The Offer is open for acceptance until the Expiry Time, unless withdrawn by the Offeror. See Section 5 of the Offer, "Extension and Variation of the Offer".

3. Manner of Acceptance

Letter of Transmittal

This Offer may be accepted by delivering to the Depositary at any of the offices of the Depositary listed in the Letter of Transmittal accompanying this Offer so as to arrive there not later than the Expiry Time, the following documents:

(a): the certificate or certificates representing the Cognicase Shares in respect of which the Offer is being accepted;
(b): a Letter of Transmittal in the form accompanying the Offer duly completed and executed, or a manually signed facsimile thereof, as required by the rules and instructions set out in the Letter of Transmittal; and
(c): any other relevant documents required by the instructions set out in the Letter of Transmittal.

Except as otherwise provided in the instructions and rules set out in the Letter of Transmittal, the signature on a Letter of Transmittal must be guaranteed by an Eligible Institution. If a Letter of Transmittal is executed by a person other than the registered holder of the certificate(s) deposited therewith or if the certificate(s) representing CGI Shares or the cheques representing the cash consideration payable under the Offer are to be issued and sent thereafter to a person other than the registered holder of the certificate(s) deposited therewith, then the certificate(s) must be endorsed, or be accompanied by an appropriate share transfer power of attorney duly and properly completed by the registered holder, with the signature on the endorsement panel or on the share transfer power guaranteed by an Eligible Institution.

Procedure For Guaranteed Delivery

If a Shareholder wishes to deposit Cognicase Shares pursuant to this Offer and (i) the certificates representing the Cognicase Share are not immediately available, or (ii) the Shareholder is not able to deliver the certificates and all other required documents to the Depositary prior to the Expiry Time, such Cognicase Shares may nevertheless be deposited provided that all of the following conditions are met:

(a): the deposit is made by or through an Eligible Institution;
(b): a properly completed and duly executed Notice of Guaranteed Delivery, in the form enclosed herewith, or a manually signed facsimile thereof, is received by the Depositary at its Toronto office as specified in the accompanying Notice of Guaranteed Delivery, prior to the Expiry Time; and
(c): the certificate(s) representing deposited Cognicase Shares in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal, in the form enclosed herewith, or a manually signed facsimile thereof, and any other documents required by the Letter of Transmittal are received by the Depositary at the office specified in the Letter of Transmittal on or before 5:00 p.m. (Montreal time) on the third trading day on the TSX after the Expiry Time. To constitute delivery for purposes of satisfying a guaranteed delivery, the Letter of Transmittal and accompanying share certificates must be delivered to the Toronto office of the Depositary.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary at the office specified in the Notice of Guaranteed Delivery and must include a signature guaranteed by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.

General

In all cases, payment for Cognicase Shares deposited and taken up by the Offeror will be made only after timely receipt by the Depositary of (i) the certificates representing the Cognicase Shares, (ii) a properly completed and duly executed Letter of Transmittal, or a manually signed facsimile thereof, relating to the Cognicase Shares with the signatures guaranteed in accordance with the instructions set out in the Letter of Transmittal and (iii) any other required documents.

The method of delivery of certificates representing Cognicase Shares, the Letter of Transmittal, the Notice of Guaranteed Delivery and all other required documents is at the option and risk of the person depositing the same. The Offeror recommends that such documents be delivered by hand to the Depositary and a receipt obtained or, if mailed, that registered mail, with return receipt requested, be used and that proper insurance be obtained.

Shareholders whose Cognicase Shares are registered in the name of a nominee should contact their broker, investment dealer, bank, trust company or other nominee for assistance in depositing their Cognicase Shares.

The acceptance of the Offer pursuant to the procedures set forth above will constitute an agreement between the depositing Shareholder and the Offeror in accordance with the terms and conditions of the Offer.

All questions as to the validity, form, eligibility (including timely receipt) and acceptance of any Cognicase Shares deposited pursuant to the Offer will be determined by the Offeror in its sole discretion. Depositing Shareholders agree that such determination shall be final and binding. The Offeror reserves the absolute right to reject any and all deposits which it determines not to be in proper form or which acceptance may be unlawful under the laws of any jurisdiction. The Offeror reserves the absolute right to waive any defects or irregularities in the deposit of any Cognicase Shares. There shall be no obligation on the Offeror, the Dealer Managers, any member of the Soliciting Dealer Group, the Depositary or any other person to give notice of any defects or irregularities in any deposit and no liability shall be incurred by any of them for failure to give any such notice. The Offeror's interpretation of the terms and conditions of the Offer (including the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery) will be final and binding.

The Offeror reserves the right to permit that the Offer be accepted in a manner other than that set out above.

Power of Attorney

The execution of a Letter of Transmittal irrevocably constitutes and appoints each of the Depositary and the Offeror and any other person designated by the Offeror in writing, as the true and lawful agent, attorney, attorney-in-fact and proxy of the holder of the Cognicase Shares covered by the Letter of Transmittal with respect to the Cognicase Shares registered in the name of such holder on the books of Cognicase and deposited pursuant to the Offer and purchased by the Offeror (the "Purchased Shares"), and with respect to any and all dividends, distributions, payments, securities, rights, warrants, assets or other interests (collectively, the "Other Securities") which may be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Purchased Shares on or after the date hereof.

The power of attorney granted irrevocably upon execution of a Letter of Transmittal shall be effective on and after the date the Offeror takes up and pays for the Purchased Shares (the "Effective Date") with full power of substitution, in the name and on behalf of such holder (such power of attorney being deemed to be an irrevocable power coupled with an interest): (i) to register or record, transfer and enter the transfer of the Purchased Shares or any Other Securities on the appropriate register of holders maintained by Cognicase; and (ii) to exercise any and all of the rights of the holder

of the Purchased Shares and Other Securities, including, without limitation, to vote, execute and deliver any and all instruments of proxy, authorizations or consents in respect of all or any of the Purchased Shares and Other Securities, revoke any such instrument, authorization or consent given prior to, on, or after the Effective Date, designate in any such instruments of proxy any person or persons as the proxy holder or the proxy nominee or nominees of such holder of Cognicase Shares in respect of such Purchased Shares and such Other Securities for all purposes including, without limitation, in connection with any meeting (whether annual, special or otherwise and any adjournment thereof) of holders of securities of Cognicase, and execute, endorse and negotiate, for and in the name of and on behalf of the registered holder of Purchased Shares and Other Securities, any and all cheques or other instruments respecting any distribution payable to or to the order of such holder in respect of such Purchased Shares or Other Securities. Furthermore, a holder of Purchased Shares or Other Securities who executes a Letter of Transmittal agrees, effective on and after the Effective Date, not to vote any of the Purchased Shares or Other Securities at any meeting (whether annual, special or otherwise or any adjournment thereof) of Shareholders; and not to exercise any or all of the other rights or privileges attached to the Purchased Shares or Other Securities and agrees to execute and deliver to the Offeror any and all instruments of proxy, authorizations or consents in respect of the Purchased Shares and Other Securities and to designate in any such instruments of proxy the person or persons specified by the Offeror as the proxy holder or the proxy nominee or nominees of the holder of the Purchased Shares and Other Securities. Upon such appointment, all prior proxies given by the holder of such Purchased Shares or Other Securities with respect thereto shall be revoked and no subsequent proxies may be given by such person with respect thereto. A holder of Purchased Shares or Other Securities who executes a Letter of Transmittal covenants to execute, upon request, any additional documents necessary or desirable to complete the sale, assignment and transfer of the Purchased Shares and of the Other Securities to the Offeror and acknowledges that all authority therein conferred or agreed to be conferred shall, to the extent permitted by law, survive the death or incapacity, bankruptcy or insolvency of the holder and all obligations of the holder therein shall be binding upon the heirs, personal representatives, successors and assigns of the holder.

Depositing Shareholders' Representations and Warranties

The deposit of Cognicase Shares pursuant to the procedures described above will, upon take up of Cognicase Shares by the Offeror, constitute a binding agreement between the depositing Shareholder and the Offeror upon the terms and conditions of the Offer, including the depositing Shareholder's representation and warranty that: (i) such person has full power and authority to deposit, sell, assign and transfer the Cognicase Shares (and any Other Securities) being deposited; (ii) such Shareholder depositing the Cognicase Shares, or on whose behalf such Cognicase Shares are being deposited, has good title to and is the beneficial owner of the Cognicase Shares (and any Other Securities) being deposited within the meaning of applicable securities laws; (iii) the deposit of such Cognicase Shares (and any Other Securities) complies with applicable securities laws; and (iv) when such Cognicase Shares (and any Other Securities) are taken up and paid for by the Offeror, the Offeror will acquire good title thereto, free and clear of all liens, hypothecs, restrictions, charges, encumbrances, claims, adverse interests, equities and rights of others.

4. Conditions of the Offer

The Offeror reserves the right to withdraw the Offer and not take up and pay for, or extend the period of time during which the Offer is open, and postpone the taking up and paying for, any Cognicase Shares deposited hereunder if any of the following conditions has not been satisfied or waived by the Offeror at or prior to the Expiry Time:

(a): there shall have been validly deposited under the Offer and not withdrawn at least (i) 66²/3% of the outstanding Cognicase Shares and (ii) 50.01% of the outstanding Cognicase Shares

other than those Cognicase Shares held by persons whose Cognicase Shares would not be included as part of the "minority" in connection with any Subsequent Acquisition Transaction (collectively, the "Minimum Condition");

(b)

all outstanding Options and other Rights shall have been exercised in full by the beneficiaries or holders thereof, converted, cancelled or otherwise dealt with in a manner satisfactory to the Offeror, in its entire discretion;

(c)

the waiting period pursuant to Section 123 of the Competition Act shall have expired or been earlier terminated and the Offeror shall have received an advance ruling certificate ("ARC") under Section 102 of the Competition Act or a no-action letter from the Commissioner of Competition, or his authorized representative, indicating that the Commissioner does not intend to make an application under Section 92 of the Competition Act;

(d)

any applicable waiting periods under the HSR Act shall have expired or been earlier terminated;

(e)

the Vendor shall not have sold, or agreed or undertaken to sell, the Cognicase Shares it beneficially owns, directly or indirectly, to any party other than the Offeror, as contemplated under the terms of the Pre-Notification Agreement;

(f)

the Offeror shall have determined in its sole judgment that all material necessary or desirable regulatory approvals (including, without limitation, those of any stock exchange or other regulatory authorities), other than those listed in paragraphs (c) and (d) above, will have been obtained or concluded on terms satisfactory to the Offeror in its sole judgment and any applicable governmental or regulatory waiting periods shall have expired or been terminated;

(g)

the Offeror shall have determined in its sole judgment, that (i) no act, action, suit or proceeding shall have been threatened to be taken or taken before or by any domestic or foreign arbitrator, court or tribunal or governmental agency or other regulatory authority or administrative agency or commission or by any elected or appointed public official or private person (including, without limitation, any individual, company, firm, group or other entity) in Canada or elsewhere, whether or not having the force of law, and (ii) no law, regulation, rule or policy shall have been proposed, enacted, promulgated or applied, in the case of either (i) or (ii) above:

(A): to cease trade, enjoin, prohibit or impose material limitations or conditions on the purchase by or the sale to the Offeror of any of the Cognicase Shares or the rights of the Offeror to own or exercise full rights of ownership of all of the Cognicase Shares or the ability of the Offeror to acquire all of the Cognicase Shares pursuant to a Compulsory Acquisition or Subsequent Acquisition Transaction; or
(B): which, if the Offer was consummated, could materially adversely affect Cognicase and its Subsidiaries considered on a consolidated basis;

(h): the Offeror shall have determined in its sole judgment that there shall not exist any prohibition at law against the Offeror making the Offer or taking up and paying for the Cognicase Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction;
(i): from and after the date hereof, there shall not have occurred or arisen any event, action, state, condition or major financial occurrence of national or international consequence or any law, regulation, action, governmental regulation, inquiry or other occurrence of any nature whatsoever which materially adversely effects, or may materially adversely or seriously effect, the financial markets in Canada or the United States generally, or the business or prospects of Cognicase and its Subsidiaries (on a consolidated basis);

(j)

there shall not have occurred (or, if there shall have previously occurred, there shall not have been disclosed, generally or to the Offeror in writing, prior to the commencement of the Offer) any change (or any condition, event or development involving a prospective change) in the business, operations, assets, capitalization, financial condition, prospects, licences, permits, rights, privileges or liabilities, whether contractual or otherwise, of Cognicase or any of its Subsidiaries considered on a consolidated basis which, in the sole judgment of the Offeror, is material and adverse or may reasonably be considered to be material and adverse to a purchaser of the Cognicase Shares;

(k)

no representation or warranty of the Vendor in the Lock-Up Agreement shall be, as of the date on which the Offeror takes up Cognicase Shares deposited under the Offer, untrue or incorrect in any material respect and all of its covenants and obligations set out in the Lock-Up Agreement shall have been complied with on or before such date;

(l)

the Offeror shall have determined in its sole judgment that neither Cognicase nor its board of directors (or any committees thereto or any of its affiliates or associates) has taken or proposes to take any action, or disclosed or proposes to disclose any previously undisclosed action taken by them, and no other party shall have taken or proposed to take any action, which may be considered to be a defensive tactic in response to the Offer or which may be materially adverse to the business of Cognicase or its Subsidiaries or the value of Cognicase Shares to the Offeror or which makes it inadvisable for the Offeror to proceed with the Offer or the taking up and paying for Cognicase Shares under the Offer, including, without limiting the generality of the foregoing, any action with respect to any agreement, proposal, offer or understanding relating to any material sale, disposition or other dealing with any of the assets or contracts of Cognicase or any of its Subsidiaries, any issue of shares, options or other securities of Cognicase to any person, any material acquisition from a third party of assets or securities by Cognicase or any of its Subsidiaries, or any take-over bid (other than the Offer), amalgamation, statutory arrangement, capital reorganization, merger, business combination, or similar transaction involving Cognicase or any of its Subsidiaries or any material expenditure or investment by Cognicase or any of its Subsidiaries;

(m)

the Offeror shall not have become aware of any untrue statement of a material fact, or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made and at the date it was made (after giving effect to all subsequent filings in relation to all matters covered in earlier filings), in any document filed by or on behalf of Cognicase with any of the Canadian or American securities authorities, or of any previously undisclosed information relating to Cognicase which makes it inadvisable for the Offeror to complete the Offer;

(n)

the Offeror shall have been provided with, or shall have been given access to, in a timely manner, all non-public information relating to Cognicase as may be given, provided or made available by Cognicase:

(i): at any time after the date of announcement of the Offer, to any other potential acquiror of all or a significant portion of the Cognicase Shares or of a significant portion of the assets of Cognicase or any of its Subsidiaries, associates or affiliates, or to any person considering (or seeking such information in order to consider) any merger, amalgamation, statutory arrangement or similar business confirmation with Cognicase or any of its Subsidiaries, associates or affiliates; or
(ii): at any time after June 30, 2002, to any person who, after the date of announcement of the Offer makes a take-over bid for Cognicase Shares or enters into an agreement with Cognicase relating to the acquisition of a significant portion of the assets of Cognicase or any of its Subsidiaries, associates or affiliates or a merger, amalgamation, statutory

arrangement or similar business combination with Cognicase or any of its Subsidiaries, associates or affiliates;

on substantially the same terms and conditions as may be imposed on such other potential acquiror or person, provided that no such term or condition shall be imposed on the Offeror that would be inconsistent with the Offer or would render the Offeror unable to complete the acquisition of Cognicase Shares pursuant to the terms of the Offer as the same be amended or waived in the Offeror's sole discretion;

(o): the Offeror shall have determined in its sole judgment that no material right, franchise or licence of Cognicase or of any of its Subsidiaries has been impaired (or threatened to be impaired) or otherwise adversely affected (or threatened to be adversely affected), whether as a result of the making of the Offer, the taking up and paying for Cognicase Shares deposited under the Offer or otherwise, and no other change or event has occurred which might make it inadvisable for the Offeror to proceed with the Offer or with taking up and paying for Cognicase Shares deposited under the Offer; and
(p): the Offeror shall have determined, in its sole judgment, that no covenant, term or condition exists in any instrument or agreement to which Cognicase or any of its Subsidiaries is a party or to which they or any of their assets are subject (including, but not limited to, any covenant, term or condition relating to the termination by Cognicase of existing agreements) which might make it inadvisable for the Offeror to proceed with the Offer or to acquire Cognicase Shares deposited under the Offer, and the Offeror shall be satisfied that it has been provided with all information (including non-public information) material to such determination.

The foregoing conditions are for the exclusive benefit of the Offeror. The Offeror may assert any of the foregoing conditions at any time, regardless of the circumstances giving rise to such assertion (including any action or inaction by the Offeror). The Offeror may waive any of the foregoing conditions in whole or in part at any time and from time to time without prejudice to any other rights which the Offeror may have.

Any waiver of a condition or the withdrawal of the Offer shall be effective upon written notice or other communication confirmed in writing by the Offeror to that effect to the Depositary at its principal office in Montreal. The Offeror, forthwith after giving any such notice, shall make a public announcement of such waiver or withdrawal and, where required by law, shall cause the Depositary as soon as practicable thereafter to notify the Shareholders in the manner set forth in Section 9 of the Offer, "Notice and Delivery", and shall provide a copy of the aforementioned notice to the TSX. If the Offer is withdrawn, the Offeror shall not be obligated to take up or pay for any Cognicase Shares deposited under the Offer and the Depositary will promptly return all certificates of deposited Cognicase Shares, Letters of Transmittal, Notices of Guaranteed Delivery and related documents to the parties who deposited them.

5. Extension and Variation of the Offer

The Offer is open for acceptance until, but not after, the Expiry Time, unless withdrawn.

The Offeror reserves the right, in its sole discretion, at any time and from time to time while the Offer is open for acceptance, to extend the Expiry Time or to vary the Offer by giving oral notice (to be confirmed in writing) or written notice of such extension or variation to the Depositary at its principal office in Montreal, and by causing the Depositary to provide, as soon as practicable thereafter, a copy of such notice in the manner set forth in Section 9 of the Offer, "Notice and Delivery", to all holders of Cognicase Shares whose Cognicase Shares have not been taken up prior to the extension or variation. The Offeror shall, as soon as possible after giving notice of an extension or variation to the Depositary, make a public announcement of the extension or variation and provide a

copy of the notice thereof to the TSX and the Canadian securities administrators. Any notice of extension or variation will be deemed to have been given and to be effective on the day on which it is delivered or otherwise communicated to the Depositary at its principal office in Montreal.

Notwithstanding the foregoing, the Offer may not be extended by the Offeror if all of the terms and conditions of the Offer, except those waived by the Offeror, have been fulfilled or complied with unless the Offeror first takes up and pays for all Cognicase Shares deposited under the Offer and not withdrawn.

Under applicable Canadian securities legislation, if there is a variation in the terms of the Offer, the period during which Cognicase Shares may be deposited pursuant to the Offer shall not expire before ten days after the notice of variation ("Notice of Variation") has been delivered. During any extension or in the event of any variation, all Cognicase Shares previously deposited and not taken up or withdrawn will remain subject to the Offer and may be accepted for purchase by the Offeror in accordance with the terms hereof, subject to Section 8 of the Offer, "Withdrawal of Deposited Cognicase Shares". An extension of the Expiry Time or a variation of the Offer does not constitute a waiver by the Offeror of its rights under Section 4 of the Offer, "Conditions of the Offer" except, in the case of a variation, as specifically provided therein.

If the consideration being offered for the Cognicase Shares under the Offer is increased, the increased consideration will be paid to all depositing Shareholders whose Cognicase Shares are taken up under the Offer, without regard to when such Cognicase Shares are taken up by the Offeror.

6. Notice of Change

If, either before or after the Expiry Time but before the expiry of all withdrawal rights, a change in the information in the Offer or Circular or in any prior Notice of Variation or Notice of Change (as defined below) that would reasonably be expected to affect the decision of Shareholders to accept or reject the Offer, the Offeror will comply with all applicable securities laws regarding continuous disclosure and will cause the Depositary to deliver a written notice of change (a "Notice of Change") to all registered Shareholders whose Cognicase Shares have not been taken up at the date of the occurrence of the change in the manner indicated in Section 9 of this Offer, "Notice and Delivery".

7. Payment for Deposited Cognicase Shares

If all the conditions referred to under Section 4 of the Offer, "Conditions of the Offer" have been satisfied or waived at the Expiry Time, the Offeror will become obligated to take up the Cognicase Shares validly deposited under the Offer and not withdrawn not later than ten days after the Expiry Date and to pay for the Cognicase Shares taken up as soon as possible, but in any event no later than the earlier of three Business Days after taking up the Cognicase Shares and ten days after the Expiry Date. Any Cognicase Shares validly deposited under the Offer after the first date on which the Cognicase Shares have been taken up by the Offeror will be taken up and paid for within ten days of such deposit.

Subject to applicable law, the Offeror may, in its sole discretion, at any time before the Expiry Time if applicable rights to withdraw any deposited Cognicase Shares have expired, take up and pay for all such Cognicase Shares then deposited under the Offer provided the Offeror agrees to take up and pay for all additional Cognicase Shares validly deposited thereafter.

Subject to applicable law, the Offeror expressly reserves the right in its sole discretion to delay taking up and paying for any Cognicase Shares or, subject to the Offeror's obligation to extend the Offer as described above, to terminate the Offer and not take up or pay for any Cognicase Shares pursuant to the Offer if any condition specified in Section 4 of the Offer, "Conditions of the Offer" is not satisfied or waived by the Offeror, in whole or in part by giving written notice thereof or other

communication confirmed in writing to the Depositary at its principal office in Montreal. The Offeror also expressly reserves the right, in its sole discretion and notwithstanding any other condition of the Offer, to delay taking up and paying for Cognicase Shares in order to comply, in whole or in part, with any applicable law, including, without limitation, such period of time as may be necessary to obtain any required regulatory approval.

For purposes of the Offer, the Offeror will be deemed to have taken up and accepted for payment Cognicase Shares validly deposited pursuant to the Offer and not withdrawn as, if and when the Offeror gives written notice or other communication confirmed in writing to the Depositary of its acceptance for payment of such Cognicase Shares pursuant to the Offer.

The Offeror will pay for Cognicase Shares validly deposited under the Offer and not withdrawn by providing the Depositary with sufficient funds (by bank transfer or other means satisfactory to the Depositary) and certificates for CGI Shares for transmittal to depositing Shareholders. Under no circumstances will interest accrue or be paid by the Offeror or the Depositary to persons depositing Cognicase Shares purchased by the Offeror, regardless of any delay in making such payment. Fractional CGI Shares will not be issued. Fractional interests will be paid in cash on the basis of $7.75 for each whole CGI Share.

Settlement with each Shareholder who has validly deposited and not withdrawn Cognicase Shares under the Offer will be effected by the Depositary by forwarding a certificate representing the CGI Shares and/or cheques representing the cash consideration under the Offer to which such Shareholder is entitled. Unless otherwise directed in the Letter of Transmittal, any such share certificate and/or cheques will be issued in the name of the registered holder of Cognicase Shares so deposited. Unless the person who deposits Cognicase Shares instructs the Depositary to hold such share certificate and/or cheques for pick-up by checking the appropriate box in the Letter of Transmittal, such share certificate and/or cheques will be forwarded by first class mail to such person at the address specified in the Letter of Transmittal. If no address is specified therein, such share certificate and/or cheques will be forwarded to the address of the holder as shown on the share register maintained by Cognicase. Share certificates and/or cheques mailed in accordance with this paragraph will be deemed to have been delivered at the time of mailing.

If any deposited Cognicase Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted for more Cognicase Shares than are deposited, certificates for unpurchased Cognicase Shares will be returned, at the Offeror's expense, to the depositing Shareholder as soon as is practicable following the Expiry Time or withdrawal and early termination of the Offer, as the case may be, by either sending new certificates representing Cognicase Shares not purchased or returning the deposited certificates (and other relevant documents). Certificates (and other relevant documents) will be forwarded by first class mail in the name of and to the address specified by the Shareholder in the Letter of Transmittal or, if such name or address is not so specified, in such name and to such address as shown on the share register maintained by Cognicase, as soon as practicable after the Expiry Time or withdrawal and early termination of the Offer, as the case may be.

Depositing Shareholders will not be obligated to pay any brokerage fee or commission if they accept the Offer by depositing their Cognicase Shares directly with the Depositary or by using the services of any member of the Soliciting Dealer Group. See Section 20 of the Circular, "Financial Advisors, Dealer Managers and Soliciting Dealer Group".

8. Withdrawal of Deposited Cognicase Shares

Except as otherwise stated in this Section 8, all deposits of Cognicase Shares pursuant to the Offer are irrevocable. Unless otherwise required or permitted by applicable law, securities laws allow any

Cognicase Shares deposited in acceptance of the Offer to be withdrawn by or on behalf of the depositing shareholder:

(a): at any time where the Cognicase Shares have not been taken up by the Offeror; and
(b): if the Cognicase Shares have not been paid for by the Offeror within three Business Days after having been taken up.

In order for any withdrawal to be made, notice of the withdrawal must be in writing (which includes a telegraphic communication or notice by electronic means that produces a printed copy), and must be actually received by the Depositary at the place of deposit of the Cognicase Shares or by facsimile transmission to the Toronto office of the Depositary within the period permitted for withdrawal. Any such notice of withdrawal must be (i) signed by or on behalf of the person who signed the Letter of Transmittal that accompanied the Cognicase Shares to be withdrawn, and (ii) specify the number of Cognicase Shares to be withdrawn, the name of the registered holder and the certificate number shown on each certificate representing the Cognicase Shares to be withdrawn. Any signature in a notice of withdrawal must be guaranteed by an Eligible Institution in the same manner as in the Letter of Transmittal (as described in the instructions set out in the Letter of Transmittal), except in the case of Cognicase Shares deposited for the account of an Eligible Institution. The withdrawal will take effect upon receipt by the Depositary of the properly completed notice of withdrawal.

All questions as to the validity (including, without limitation, timely receipt) and form of notices of withdrawal shall be determined by the Offeror in its sole discretion and such determination shall be final and binding. None of the Offeror, the Dealer Managers, a member of the Soliciting Dealer Group, the Depositary or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal nor shall they incur liability for failure to give such notification.

If the Offeror is delayed in the taking up or paying for the Cognicase Shares or is unable to take up or pay for Cognicase Shares for any reason, then, without prejudice to the Offeror's other rights, Cognicase Shares may not be withdrawn except to the extent that depositing Shareholders are entitled to rights of withdrawal as set forth in this Section 8 or pursuant to applicable law.

Any Cognicase Shares withdrawn will be deemed not validly deposited for purposes of the Offer, but may be re-deposited at any subsequent time prior to the Expiry Time by following any of the procedures described in Section 3 of the Offer, "Manner of Acceptance".

In addition to the foregoing rights of withdrawal, Shareholders in certain provinces of Canada are entitled to statutory rights of rescission or to damages, or both, in certain circumstances. See Section 24 of the Circular, "Shareholder's Statutory Rights".

9. Notice and Delivery

Except as otherwise provided in the Offer, any notice to be given by the Offeror or the Depositary pursuant to the Offer will be deemed to have been properly given if it is mailed by first class mail, postage prepaid, to the registered holders of Cognicase Shares at their address as shown on the register maintained by Cognicase and will be deemed to have been received on the first Business Day following the date of mailing. These provisions apply notwithstanding any accidental omission to give notice to any one or more holders of Cognicase Shares and notwithstanding any interruption of mail services in Canada following mailing. In the event of any interruption of mail services following mailing, the Offeror intends to make reasonable efforts to disseminate any notice by other means, such as publication. Except as otherwise required or permitted by law, if post offices in Canada are not open for the deposit of mail, any notice which the Offeror or the Depositary may give or cause to be given under the Offer will be deemed to have been properly given and to have been received by holders of Cognicase Shares if (i) it is given to the TSX for dissemination through its facilities; (ii) it is published once in the national edition of The Globe and Mail and in a daily newspaper of general circulation in

the French language in the City of Montreal, Québec, provided that if the national edition of The Globe and Mail is not being generally circulated, publication shall be made in The National Post or any other daily newspaper of general circulation published in the City of Montreal; and (iii) it is distributed through the facilities of Canada News Wire.

The Offer will be mailed to registered Shareholders or made in such other manner as is permitted by applicable regulatory authorities and will be furnished by the Offeror to brokers, investment dealers, banks and similar persons whose names, or the names of whose nominees, appear in the register maintained by Cognicase in respect of the Cognicase Shares or, if security position listings are available, who are listed as participants in a clearing agency's security position listing, for subsequent transmittal to beneficial owners of Cognicase Shares where such listings are received.

Wherever the Offer calls for documents to be delivered to the Depositary, such documents will not be considered delivered unless and until they have been physically received at one of the addresses listed for the Depositary on the Letter of Transmittal. Wherever the Offer calls for documents to be delivered to a particular office of the Depositary, such documents will not be considered delivered unless and until they have been physically received at the particular office at the address indicated on the Letter of Transmittal.

10. Changes in Capitalization, Dividends and Distributions; Liens

If, on or after the date of this Offer, Cognicase should split, combine or otherwise change any of the Cognicase Shares or its capitalization, or shall disclose that it has taken any such action, then the Offeror may, in its sole discretion, make such adjustments as it considers appropriate to the purchase price and other terms of this Offer (including, without limitation, the type of securities offered to be purchased and the amounts payable therefor) to reflect such split, combination or other change.

Cognicase Shares acquired pursuant to the Offer shall be transferred to the Offeror free and clear of all liens, hypothecs, charges, encumbrances, adverse claims and equities and together with all rights and benefits arising therefrom including the right to all dividends, distributions, payments, securities, rights, assets or other interests which may be declared, paid, issued, distributed, made or transferred on or after the date hereof on or in respect of the Cognicase Shares.

If, on or after the date hereof, Cognicase should declare or pay any dividend or declare, make or pay any other distribution or payment on or declare, allot, reserve or issue any securities, rights or other interests with respect to the Cognicase Shares, payable or distributable to holders of Cognicase Shares of record on a date prior to the transfer into the name of the Offeror or its nominee or transferee on Cognicase' transfer register of Cognicase Shares accepted for payment pursuant to this Offer, then (i) in the case of cash dividends, distributions or payments, the amount of the dividends, distributions or payments shall be received and held by the depositing Shareholders for the account of the Offeror until the Offeror pays for such Cognicase Shares, and to the extent that such dividends, distributions or payments do not exceed the purchase price per Cognicase Share payable by the Offeror pursuant to this Offer, the purchase price per Cognicase Share payable by the Offeror pursuant to the Offer will be reduced by the amount of any such dividend, distribution or payment, and (ii) in the case of non-cash dividends, distributions, payments, rights or other interests, the whole of any such non-cash dividend, distribution, payment, right or other interest, and in the case of any cash dividends, distributions or payments in an amount that exceeds the purchase price per Cognicase Share, the whole of any such cash dividend, distribution or payment, will be received and held by the depositing Shareholder for the account of the Offeror and shall be required to be promptly remitted and transferred by the depositing Shareholder to the Depositary for the account of the Offeror, accompanied by appropriate documentation of transfer. Pending such remittance, the Offeror will be entitled to all rights and privileges as owner of any such dividend, distribution, payment, right or other interest and may withhold the entire purchase price payable by the Offeror pursuant to the Offer or

deduct from the purchase price payable by the Offeror pursuant to the Offer the amount or value thereof, as determined by the Offeror in its sole discretion.

11. Mail Service Interruption

Notwithstanding the provisions of the Offer, the Circular, the Letter of Transmittal or the Notice of Guaranteed Delivery, payment for Cognicase Shares purchased pursuant to the Offer and cheques and share certificates for any Cognicase Shares to be returned will not be mailed if the Offeror determines that delivery thereof by mail may be delayed. Persons entitled to cheques and share certificates which are not mailed for the foregoing reason may take delivery thereof at the office of the Depositary to which the deposited certificates for Cognicase Shares were delivered until such time as the Offeror has determined that delivery by mail will no longer be delayed. The Offeror shall provide notice of any such determination not to mail made under this Section as soon as reasonably practicable after the making of such determination and in accordance with Section 9 of the Offer, "Notice and Delivery". Notwithstanding Section 7 of the Offer, "Payment for Deposited Cognicase Shares", cheques and share certificates not mailed for the foregoing reason will conclusively be deemed to have been delivered on the first day upon which they are available for delivery to the depositing Shareholder at the appropriate office of the Depositary.

12. Market Purchases

The Offeror has no current intention of acquiring beneficial ownership of additional Cognicase Shares while the Offer is outstanding, other than pursuant to the Offer. However, the Offeror reserves the right to, and may, acquire Cognicase Shares by making purchases through the facilities of the TSX, subject to applicable law, at any time and from time to time before the Expiry Time. In no event will the Offeror make any such purchases of Cognicase Shares through the facilities of the TSX until the third clear trading day following the date of the Offer. If the Offeror should acquire Cognicase Shares by making purchases through the facilities of the TSX during the Offer Period, the Cognicase Shares so purchased shall be counted in any determination as to whether the Minimum Condition has been fulfilled. The aggregate number of Cognicase Shares acquired by the Offeror through the facilities of the TSX during the Offer Period will not exceed 5% of the Cognicase Shares outstanding on the date of the Offer.

13. Other Terms of the Offer

The Offer and all contracts resulting from acceptance hereof shall be governed by and construed in accordance with the laws of the Province of Québec and the laws of Canada applicable therein. Each party to any agreement resulting from acceptance of the Offer unconditionally and irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Québec.

No broker, dealer or other person has been authorized to give any information or make any representation on behalf of the Offeror not contained herein or in the accompanying Circular, and, if given or made, such information or representation must not be relied upon as having been authorized.

The Offer, the definitions, the summary, the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery, including the instructions and rules contained therein, form part of the terms and conditions of the Offer.

The Offeror, in its sole discretion, shall be entitled to make a final and binding determination of all questions relating to the interpretation of the Offer, the Circular, the Letters of Transmittal and the Notice of Guaranteed Delivery, the validity of any acceptance of the Offer and the validity of any withdrawals of deposited Cognicase Shares.

The accompanying Circular together with the Offer constitutes the take-over bid circular required under Canadian provincial securities legislation with respect to the Offer. Shareholders are urged to refer to the accompanying Circular for additional information relating to the Offer.

DATED: December 6, 2002

		CGI GROUP INC.
		(Signed) SERGE GODIN Chairman of the Board and Chief Executive Officer

CIRCULAR

The following information is supplied with respect to the accompanying Offer by the Offeror to purchase the Cognicase Shares. Terms defined in the Offer and not otherwise defined in the Circular shall have the same meaning herein. The terms and conditions of the Offer are incorporated in and form part of the Circular.

Except as otherwise indicated, the information concerning Cognicase contained in the Offer and the Circular has been taken from or based upon publicly available documents and records on file with Canadian securities administrators and other public sources. Although the Offeror has no knowledge that would indicate that any statements contained herein taken from or based on such documents and records are untrue or incomplete, the Offeror does not assume any responsibility for the accuracy or completeness of the information contained in such documents and records, or for any failure by Cognicase to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Offeror.

1. Documents Incorporated by Reference

The following documents of CGI, filed with the securities commission or similar authority in each of the provinces of Canada, are specifically incorporated by reference in, and form an integral part of the Circular:

(a): the annual information form of CGI dated February 15, 2002, for the fiscal year ended September 30, 2001;
(b): the audited comparative consolidated financial statements of CGI and the notes thereto for the fiscal year ended September 30, 2002, together with the auditors' report thereon;
(c): the Management's Discussion and Analysis of Financial Position and Results of Operation of CGI for the fiscal year ended September 30, 2002; and
(d): the Information Circular of CGI dated December 12, 2001 in connection with the annual general meeting of shareholders held on January 21, 2002, excluding those portions thereof which appear under the headings "Report of the Human Resources and Corporate Governance Committee on the Remuneration of Directors and Named Executive Officers", "Remuneration of Named Executive Officers—Performance Graph" and "Corporate Governance" in the Information Circular (which portions shall be deemed not to have been incorporated by reference herein).

Any documents of the types referred to in the preceding paragraphs (a) through (d) above, and any material change report (excluding confidential material change reports), filed by CGI with the securities commissions and other similar authorities in Canada subsequent to the date of the Offer and prior to the Expiry Time shall be deemed to be incorporated by reference into the Offer, including the Circular.

Any statement contained in the Offer, including the Circular or a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Offer, including the Circular, to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in

light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Offer, including the Circular.

2. The Offeror

CGI Group Inc.

CGI is the largest independent Canadian information technology (IT) services company and the fourth largest independent in North America.

Headquartered in Montreal, CGI's operations are organized along geographic lines with three strategic business units: Canada and Europe, US and Asia Pacific and business process services, along with corporate services. CGI provides end-to-end IT services in six economic sectors: financial services, telecommunications, manufacturing/retail/distribution, governments, utilities and services, as well as healthcare. Some 72% of CGI's business is in the management of IT and business functions (outsourcing), and 28% in systems integration and consulting.

CGI's ISO 9001 certified management frameworks ensure that its clients' objectives are clearly defined, that projects are properly scoped and that the necessary resources are applied to meet objectives. These processes ensure that clients' requirements drive CGI's solutions. CGI is fully independent of any hardware or software vendor, which, CGI believes, sets it apart from most other major IT firms in North America and enables CGI to provide objective professional services of the highest quality.

CGI's growth strategy is comprised of four pillars, namely organic growth, large outsourcing contracts, acquisition of niche companies and large business acquisitions.

Founded in June 1976, CGI was incorporated on September 29, 1981 pursuant to the Companies Act (Québec). Several amendments were made to the articles of CGI on several dates in order, among other things, to change its name or amend its share capital. The head office and principal place of business of CGI is located at 1130 Sherbrooke Street West, 5^th Floor, Montreal, Québec, H3A 2M8.

As at the date hereof, the Offeror does not own, directly or indirectly, any Cognicase Shares.

Further information with respect to CGI can be found in Schedule "A" to the Circular, which forms part of the Circular.

3. Cognicase

Cognicase's sectors of activity are characterized by frequent technological innovations. There is an increasing demand by customers for technological tools and infrastructure that ensure rapid network access and secure transactions. Cognicase has expertise in the areas of enterprise resource and relationship management (including payroll, human resources, and customer relationship management), transactional services and financial products, government processes, and IT consulting.

Cognicase is continuing the development of integrated products and solutions to provide its customers with the means to compete in their particular marketplaces. These products and solutions are part of Cognicase's technology platform that takes into account the business objectives and performance requirements of businesses. Real-time transactional models are now required and Cognicase's technology platform seeks to ensure security and confidentiality of information while providing increased efficiency and productivity.

Share Capital of Cognicase

The authorized capital of Cognicase is comprised of an unlimited number of common shares and an unlimited number of preferred shares, without par value, issuable in series.

To the Offeror's knowledge, based upon publicly available documents, as at October 31, 2002, there were 62,399,738 Cognicase Shares outstanding.

4. Background to the Offer

In connection with CGI's ongoing growth and business development strategy, CGI's management undertook in 2002 an investigation of potential acquisitions or business combinations, including the acquisition of Cognicase.

On November 25, 2002, CGI engaged CIBC World Markets Inc. and Desjardins Securities Inc. as its exclusive financial advisors relating to a potential acquisition of Cognicase.

On August 28, 2002 and on a few occasions in September and November 2002, representatives of CGI and the Vendor had preliminary discussions with respect to the potential acquisition by CGI of all outstanding Cognicase Shares, including those beneficially owned, directly or indirectly, by the Vendor.

On November 28, 2002, CGI and the Vendor entered into the Confidentiality Agreement with respect to the foregoing. On the same day, representatives of CGI and of the Vendor met to discuss the terms and conditions upon which the Vendor would accept to sell all Cognicase Shares beneficially owned, directly or indirectly, by it to CGI.

On November 29, 2002, CGI and the Vendor entered into the Exclusivity Agreement and began negotiating the terms and conditions of the Lock-Up Agreement.

During the week of December 2, 2002, representatives of CGI and of the Vendor undertook negotiations to finalize the terms and conditions of the Lock-Up Agreement.

From September 13, 2002 to December 3, 2002, the Chairman of the Board and Chief Executive Officer of CGI had communications with representatives of Cognicase concerning a potential acquisition of Cognicase by CGI or other business combination. Cognicase rejected all propositions made by CGI.

On December 5, 2002, the board of directors of CGI was presented with an overview of the potential transaction from a strategic and financial standpoint and approved the making of the Offer and the entering into of the Lock-Up Agreement. On December 6, 2002, CGI and the Vendor entered into the Lock-Up Agreement.

On December 6, 2002, CGI transmitted a copy of the Offer and Circular to Cognicase and, pursuant to the provisions of the CBCA, requested a list of Cognicase's shareholders for the purpose of mailing the Offer, the Circular and related documents to Shareholders. In compliance with the terms of the Pre-Notification Agreement, NBG thereafter gave written notice to Cognicase of the Vendor's intention to sell all Cognicase Shares beneficially owned, directly or indirectly, by it to CGI pursuant to the Offer.

On December 6, 2002, a press release announcing the Offer was issued by CGI.

On December 6, 2002, the Offeror submitted an advertisement with respect to the Offer to certain Canadian major daily newspapers for publication.

Exclusivity Agreement

The following is a summary of the material terms and provisions of the Exclusivity Agreement. This is a summary only and is qualified in its entirety by the terms of the Exclusivity Agreement.

Pursuant to the Exclusivity Agreement, the Vendor undertook, in favour of CGI, from the date of the Agreement and for a period ending on the earlier of (x) the date on which the Lock-Up Agreement was executed and (y) December 13, 2002 (the "Exclusivity Period"), not to, directly or indirectly, during the Exclusivity Period (i) solicit, assist, initiate or induce another person to initiate an offer to purchase the assets or the shares of Cognicase (a "Bid"); (ii) participate in any discussions or negotiations or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Bid or the making of any Bid; or (iii) furnish to any person any information with respect to, or respond to any inquiries which may reasonably be expected to lead to, any Bid or the making of any Bid. The Exclusivity Agreement terminated on the date of execution of the Lock-Up Agreement.

Lock-Up Agreement

The following is a summary of the material terms and provisions of the Lock-Up Agreement. This is a summary only and is qualified in its entirety by the terms of the Lock-Up Agreement.

Pursuant to the Lock-Up Agreement:

(a)

The Vendor has agreed, subject to certain exceptions, to irrevocably deposit pursuant to the Offer and not to withdraw an aggregate of 9,450,187 Cognicase Shares beneficially owned, directly or indirectly, by the Vendor (the "Vendor Shares");

(b)

The Vendor has agreed, subject to the provisions of the Pre-Notification Agreement, until the earlier of the date upon which (i) the Offeror takes up and pays for the Cognicase Shares deposited under the Offer, (ii) the Offeror abandons the Offer or (iii) the Lock-Up Agreement is terminated:

(i): not to, directly or indirectly, take any action of any kind which might reasonably be expected to reduce the likelihood of success of, or delay or interfere with the take-up of and payment for the Cognicase Shares deposited under the Offer or the successful completion of the Offer;
(ii): use all reasonable commercial efforts to assist the Offeror to successfully complete the Offer and any Subsequent Acquisition Transaction;

(c): Notwithstanding paragraph (b) above, pursuant to the terms of the Lock-Up Agreement, the Vendor shall have the right to commit to irrevocably deposit the Vendor Shares into a Superior Proposal publicly announced prior to the Effective Date, provided that any such commitment shall be conditional upon the Offeror having been provided the opportunity to increase the consideration per Cognicase Share under the Offer to an amount at least equal in value to that offered under the Superior Proposal, and the Offeror having failed to do so. For the purposes of the Lock-Up Agreement, a "Superior Proposal" means an offer for all of the outstanding Cognicase Shares which will pay the holders of Cognicase Shares on closing a consideration per Cognicase Share that has a value of $4.50 or more;
(d): The Vendor shall not enter into any agreement to deposit the Vendor Shares into a Superior Proposal (a "Proposed Agreement") without providing, as soon as is practicable, the Offeror with a written notice stating its intent, together with a copy of the Proposed Agreement. If the

Offeror does not agree to and does not announce publicly its intention to increase the consideration per Cognicase Share under the Offer to an amount that is at least equal in value to that offered under the Superior Proposal within prescribed time, the Vendor shall then be free to deposit the Vendor Shares to such Superior Proposal;

(e): Notwithstanding the foregoing, nothing contained in the Lock-Up Agreement shall prevent NBG and the Vendor from complying with their obligations under the terms of the Pre-Notification Agreement and selling the Vendor Shares pursuant to the terms of the Pre-Notification Agreement;
(f): In the event that the Vendor sells the Vendor Shares under the terms of a Superior Proposal or pursuant to a transaction contemplated in paragraph (e) above, the Vendor shall promptly pay to the Offeror 50% of the difference between the value of (a) the aggregate consideration the Vendor received for the sale of the Vendor Shares under the terms of the Superior Proposal or pursuant to a transaction contemplated in paragraph (e) above, and (b) the aggregate consideration the Vendor would have received for the sale of the Vendor Shares at a price of $4.25 cash per Vendor Share; and
(g): The Vendor undertook and agreed to modify, as soon as practicable after the Effective Date, (i) the Information Services and Revenue Agreement (the "IS/IT Agreement") entered into between the Vendor and Cognicase on May 31, 2000 and (ii) all other agreements entered into between the Vendor and/or its Subsidiaries and Cognicase relating to internal IS/IT requirements of the Vendor and its Subsidiaries and relating to IS/IT requirements of clients of the Vendor and/or its Subsidiaries (the "Internal IS/IT Agreements"), to extend their respective expiry dates to December 31, 2012 on terms and conditions to be negotiated to the satisfaction of both the Vendor and the Offeror and subject to obtaining, with respect to Internal IS/IT Agreements, any required intervention, approval, consent or authorization of the relevant clients, while respecting the present terms and conditions of the IS/IT Agreement and Internal IS/IT Agreements.

The Lock-Up Agreement may be terminated, inter alia:

(a): by the Vendor if the terms of the Offer conflict in any respect with the provisions of the Lock-Up Agreement;
(b): by the Vendor if the Offeror withdraws the Offer without having taken up the Vendor Shares deposited thereunder;
(c): by the Vendor if any representation or warranty of the Offeror set out therein is untrue in any material respect or the Offeror is in default, in any material respect, of its obligations set out therein; or
(d): by the Offeror if any representation or warranty of the Vendor set out therein is untrue in any material respect or the Vendor is in default, in any material respect, of its obligations set out therein.

Pursuant to the terms and conditions of the Pre-Notification Agreement, NBG is obligated to provide Cognicase with written notice (the "Notice") of the Vendor's intention to sell the Vendor Shares to the Offeror. Cognicase has seven days from the date of the Notice to designate a third party purchaser who would acquire the Vendor Shares pursuant to a take-over bid addressed to all Shareholders at a price and on terms and conditions which may be those offered by the Offeror under the Offer, and which are mutually acceptable to the Vendor and such designated third party purchaser.

5. Purpose of the Offer and the Offeror's Plans for Cognicase

Purpose of the Offer

The purpose of the Offer is to enable the Offeror to acquire all of the Cognicase Shares. If the Offeror takes up and pays for Cognicase Shares under the Offer, the Offeror's current intention is to acquire all Cognicase Shares not deposited under the Offer. See Section 16 of the Circular, "Acquisition of Cognicase Shares Not Deposited Under the Offer". The exact timing and terms of a Compulsory Acquisition or Subsequent Acquisition Transaction involving Cognicase will necessarily depend upon a variety of factors, including the number of Cognicase Shares acquired pursuant to the Offer.

Although the Offeror currently intends to propose a Compulsory Acquisition or a Subsequent Acquisition Transaction generally on the terms described herein, it is possible that, as a result of delays in the Offeror's ability to effect such a transaction, information hereafter obtained by the Offeror, changes in general economic, industry or market conditions or in the business of Cognicase or other currently unforeseen circumstances, such a transaction may not be so proposed, may be delayed or abandoned or may be proposed on different terms. The Offeror expressly reserves the right not to propose a Compulsory Acquisition or a Subsequent Acquisition Transaction involving Cognicase, or to propose a Subsequent Acquisition Transaction on terms other than those described herein.

If the Offeror decides not to propose a Compulsory Acquisition or a Subsequent Acquisition Transaction, or proposes a Subsequent Acquisition Transaction but cannot promptly obtain any required approvals, the Offeror will evaluate its alternatives. Such alternatives could include, to the extent permitted by applicable laws, purchasing additional Cognicase Shares in the open market, in privately negotiated transactions, in another take-over bid or exchange offer or otherwise, or taking no further action to acquire additional Cognicase Shares. Any additional purchases of Cognicase Shares could be at a price greater than, equal to or less than the price to be paid for Cognicase Shares under the Offer and could be for cash, securities and/or other consideration. Alternatively, the Offeror may sell or otherwise dispose of any or all Cognicase Shares acquired pursuant to the Offer on terms and at prices then determined by the Offeror, which may vary from the price paid for Cognicase Shares under the Offer.

Plans for Cognicase

Following the successful completion of the Offer, the Offeror intends to conduct a review of Cognicase's service offerings and business strategy with a view to determining how best to combine Cognicase's operations with those of CGI in order to maximize synergies and achieve operational efficiency. The corporate organization of CGI and/or Cognicase may also be restructured in connection with such integration. In any event, it is expected that certain changes may be effected with respect to the composition of the board of directors of Cognicase to allow nominees of the Offeror to be appointed.

The Offeror believes that the acquisition of Cognicase is consistent with CGI's established acquisition criteria and will further CGI's goal of providing a more comprehensive offering of services to its customers and to expand its client base.

If permitted by applicable law, subsequent to the completion of the Offer, the Offeror intends to delist the Cognicase Shares from the TSX and Nasdaq and to cause Cognicase to cease to be a reporting issuer under Canadian and US securities laws.

6. Selected Historical and Pro Forma Condensed Consolidated Financial Information of CGI

The following table sets out certain historical consolidated financial information and unaudited pro forma condensed consolidated financial information for CGI as a result of the combination of

Cognicase with the Offeror as at and for the year ended September 30, 2002. There is no information known to the Offeror which indicates any material change in the affairs of Cognicase since the date of the last published financial statements of Cognicase other than as has been publicly disclosed by Cognicase. The historical consolidated financial information is extracted from and should be read in conjunction with the audited consolidated financial statements of CGI and accompanying notes incorporated herein by reference. The unaudited pro forma condensed consolidated financial information set forth below is extracted from and should be read in conjunction with the unaudited pro forma condensed consolidated financial statements of CGI and accompanying notes contained in Schedule "B" to the Circular, which form part of the Circular. The unaudited pro forma condensed consolidated financial statements have been presented assuming that the Offeror acquires all of the Cognicase Shares and assuming that the aggregate consideration under the Offer is paid in equal proportions of cash and CGI Shares. The following does not give effect to expected synergies and operational improvements expected to be realized as a result of the combination of Cognicase with the Offeror.

	CGI
	Current Data(1)	Unaudited Pro Forma Data
	(in thousands of dollars, except for share data)
Revenue	2,169,613	2,682,784
Earnings before goodwill impairment loss	135,799	138,514
Net earnings (loss)	135,799	(339,952	)
Basic and diluted earnings per share before goodwill impairment loss	0.36	0.35
Basic and diluted earnings (loss) per share	0.36	(0.85	)
Total assets	2,300,892	2,804,462
Long-term liabilities	73,616	296,585

(1): As at September 30, 2002 and for the year then ended.

7. Pro Forma Capitalization of CGI

The following table sets forth CGI's cash and cash equivalents, long-term debt, shareholders' equity and total capitalization as at September 30, 2002, on an actual basis and pro forma to give effect to (i) the acquisition of all outstanding Cognicase Shares, for a consideration of approximately $156,649,000 in cash and the issuance of 20,213,233 CGI Shares (based on a conversion ratio of 0.5484 CGI Shares for each Cognicase Share) having an estimated market value of $7.75 per CGI Share. This information has been derived from the audited consolidated financial statements of CGI for the year ended September 30, 2002 incorporated herein by reference.

	As at September 30, 2002
	Actual		Pro Forma
	(audited)		(unaudited)
	(in thousands of dollars)		(in thousands of dollars)
Cash and cash equivalents	104,221		138,390

Long-term debt (including current portion)(1)	8,500		231,469
Shareholders' equity	1,779,615	(2)	1,936,264

Total capitalization	1,788,115		2,167,733

(1): Amounts due under the terms of revolving credit facilities under a credit agreement (the "1999 Credit Agreement") dated as of September 29, 1999, as modified. The 1999 Credit Agreement was in the amount of $250 million and was an unsecured credit package. As of November 12, 2002, the

facilities under the 1999 Credit Agreement were terminated and replaced by the facilities under a new credit agreement entered into as of November 12, 2002 (the "Credit Agreement"). The Credit Agreement provides two facilities: facility A in the amount of $150 million on a one year revolving basis, which may be extended at the option of the lenders for additional periods of 364 days, and facility B in the amount of $265 million on a three year revolving basis. The cost of funds borrowed is calculated by reference to the Libor rate, one of the lender's prime rate for loans in Canadian dollars or reference rate for loans in US funds, or at a specified annual rate applicable to Canadian dollar bankers' acceptances, depending on the form of borrowing. Advances can be made, inter alia, by way of bankers' acceptances or letters of credit.

(2): For outstanding options and warrants as at September 30, 2002, reference is made to Note 7 to the audited consolidated financial statements of CGI incorporated herein by reference. In addition to the warrants to purchase up to 5,118,210 Class A Shares referred to in such Note and issued in connection with the signing of a strategic outsourcing contract and of a business acquisition (the "Initial Warrants"), CGI issued to the Majority Shareholders (as defined in Schedule "A" to the Circular") and BCE Inc. ("BCE") warrants (the "Pre-emptive Rights Warrants") to subscribe in the aggregate up to 3,865,014 Class A Shares and 697,044 Class B Shares pursuant to the exercise of their pre-emptive rights contained in the articles of incorporation of CGI, with substantially similar terms and conditions as those of the Initial Warrants. The Pre-emptive Rights Warrants may be exercised by BCE and the Majority Shareholders only to the extent that the holders of the Initial Warrants exercise such Initial Warrants. Furthermore, subject to regulatory approval, CGI has undertaken in favour of a holder of Initial Warrants to purchase up to 4,000,000 Class A Shares to issue promptly after April 30, 2006 (the "Expiration Date") replacing warrants (the "Extended Warrants") to purchase Class A Shares equal to the number of Class A Shares not purchased by such holder under the terms of the Initial Warrants on the Expiration Date. The Extended Warrants will have substantially similar terms and conditions as those of the Initial Warrants, except for the exercise price which will be based upon the closing price of the Class A Shares on the TSX on the date preceding the issuance of the Extended Warrants.

8. Source of Funds

The Offeror estimates that if it acquires all of the Cognicase Shares pursuant to the Offer or pursuant to any following Compulsory Acquisition, Subsequent Acquisition Transaction and related dissent, the total amount of cash required for the purchase of such Cognicase Shares and to pay related fees and expenses would be approximately $161,649,000. CGI will finance all of this amount from funds available under the Credit Agreement. See Section 7 of the Circular, "Pro Forma Capitalization of CGI".

9. Beneficial Ownership and Trading in Securities

Other than pursuant to the Lock-Up Agreement, neither the Offeror nor any director or senior officer of the Offeror, nor, to the knowledge of the Offeror after reasonable enquiry, any associate of a director or senior officer of the Offeror, or any person or company holding more than 10% of any class of equity securities of the Offeror, or any person or company acting jointly or in concert with the Offeror, beneficially owns or exercises control or direction over, or has the right to acquire, directly or indirectly, any securities of Cognicase.

Neither the Offeror nor, to the knowledge of the Offeror after reasonable enquiry, any of the persons or entities referred to above, have affected any transaction in any securities of Cognicase during the six months preceding the date hereof. There is no person or company acting jointly or in concert with the Offeror in connection with the transactions described in the Offer and the Circular.

10. Commitments to Acquire Cognicase Shares

Other than pursuant to the Lock-Up Agreement, neither the Offeror nor its directors and officers, nor to the knowledge of the Offeror, any associate of its directors and officers, any person holding more than 10% of any class of equity securities of the Offeror, or any person or company acting jointly or in concert with the Offeror, have entered into any commitment to acquire any securities of Cognicase.

11. Arrangements, Agreements or Understandings

Other than the Lock-Up Agreement, the Exclusivity Agreement and the Confidentiality Agreement, there are no arrangements or agreements made or proposed to be made between the Offeror and any of the directors or senior officers of Cognicase and no payments or other benefits are proposed to be made or given by way of compensation for loss of office or as to such directors or senior officers remaining in or retiring from office and there are no contracts, arrangements or understandings, formal or informal, between the Offeror and any security holder of Cognicase in relation to the Offer.

12. Material Changes and Other Information

The Offeror has no information which indicates any material change in the financial position, prospects or affairs of Cognicase since the date of the last published financial statements of Cognicase other than as disclosed hereinafter and as otherwise publicly disclosed by Cognicase. The Offeror has no knowledge of any other matter that has not been generally disclosed but which would reasonably be expected to affect the decision of Shareholders to accept or reject the Offer.

13. Effect of the Offer on Market and Listings

The purchase of Cognicase Shares by the Offeror pursuant to the Offer will reduce the number of Cognicase Shares that might otherwise trade publicly and will reduce the number of Shareholders and, depending on the number of Cognicase Shares purchased, could adversely affect the liquidity and market value of the remaining Cognicase Shares held by the public.

After the purchase of Cognicase Shares under the Offer, it may be possible for Cognicase to take steps to cease to be subject to applicable public reporting requirements under applicable securities legislation in any province in which it has an insignificant number of Shareholders.

The rules and regulations of the TSX and Nasdaq establish certain criteria which, if not met, could lead to the delisting of the Cognicase Shares from such exchanges. Among such criteria are the number of Shareholders and the number and aggregate market value of Cognicase Shares publicly held. Depending on the number of Cognicase Shares purchased pursuant to the Offer, it is possible that the Cognicase Shares would fail to meet the criteria for continued listing on the TSX and Nasdaq. If this were to happen, the Cognicase Shares could be delisted and this could, in turn, adversely affect the market or result in a lack of an established market for the Cognicase Shares. It is the intention of the Offeror to apply to delist the Cognicase Shares from such exchanges as soon as practicable after completion of the Offer or after a Compulsory Acquisition or Subsequent Acquisition Transaction, if any.

14. Price Range and Trading Volume of Cognicase

The Cognicase Shares are listed and posted for trading on the TSX and Nasdaq. The following tables set forth, for the periods indicated, the reported high and low sale prices and the aggregate volume of trading of the Cognicase Shares on the TSX and Nasdaq, respectively:

TSX

Period	High		Low		Volume
2001
December	$	11.14	$	7.30	7,750,185
2002
January	$	10.95	$	9.15	4,382,635
February	$	11.15	$	8.65	5,129,228
March	$	10.61	$	9.02	4,079,163
April	$	9.79	$	7.50	5,989,461
May	$	8.65	$	6.88	3,977,369
June	$	7.20	$	5.85	3,362,912
July	$	6.31	$	2.81	11,316,512
August	$	3.28	$	2.40	4,810,149
September	$	2.90	$	2.41	3,893,822
October	$	3.40	$	1.91	3,662,341
November	$	3.54	$	2.65	3,358,122
December (1-5)	$	3.49	$	2.96	969,903

Nasdaq

Period	High	Low	Volume
2001
December	US $7.02	US $4.61	294,450
2002
January	US $6.84	US $5.65	92,600
February	US $6.99	US $5.43	123,750
March	US $6.74	US $5.75	145,600
April	US $6.15	US $4.78	108,450
May	US $5.54	US $4.45	68,000
June	US $5.00	US $3.85	124,250
July	US $4.07	US $1.80	136,925
August	US $2.07	US $1.49	91,200
September	US $1.85	US $1.26	52,350
October	US $2.16	US $1.26	108,050
November	US $2.29	US $1.66	88,400
December (1-5)	US $2.23	US $1.94	16,800

15. Price Range and Trading Volume of CGI Shares

CGI Shares are listed and posted for trading on the TSX and the NYSE. The following tables set forth, for the periods indicated, the reported high and low sale prices and the aggregate volume of trading of the CGI Shares on the TSX and the NYSE, respectively:

TSX

Period	High		Low		Volume
2001
December	$	12.25	$	10.51	18,205,542
2002
January	$	12.89	$	10.40	16,407,081
February	$	10.90	$	9.75	15,178,477
March	$	11.59	$	9.55	18,138,757
April	$	9.90	$	7.60	27,728,490
May	$	8.94	$	7.90	13,270,190
June	$	8.57	$	6.51	15,418,210
July	$	8.14	$	5.30	8,767,870
August	$	7.18	$	5.58	7,541,998
September	$	6.84	$	4.95	16,753,309
October	$	7.43	$	5.49	16,917,826
November	$	8.16	$	6.63	16,046,157
December (1-5)	$	8.27	$	7.40	2,295,318

NYSE

Period	High	Low	Volume
2001
December	US $7.61	US $6.60	1,435,300
2002
January	US $8.12	US $6.55	1,507,900
February	US $6.83	US $6.09	771,800
March	US $7.30	US $5.90	1,008,600
April	US $6.19	US $4.70	2,181,200
May	US $5.79	US $5.05	637,600
June	US $5.64	US $4.30	791,000
July	US $5.22	US $3.30	660,200
August	US $4.60	US $3.55	351,300
September	US $4.29	US $3.20	565,300
October	US $4.73	US $3.40	748,300
November	US $5.12	US $4.29	593,700
December (1-5)	US $5.27	US $4.78	91,700

16. Acquisition of Cognicase Shares Not Deposited Under the Offer

Compulsory Acquisition

If within 120 days from the date the Offer is made, the Offer is accepted by the holders of not less than 90% of the Cognicase Shares (other than Cognicase Shares held on the date of the Offer by or on behalf of the Offeror, its affiliates and associates) and the Offeror is bound to take up and pay for, or have taken up and paid for the Cognicase Shares of the Shareholders who have accepted the Offer, then the Offeror will be entitled to acquire the remainder of the Cognicase Shares on the same terms and for the same consideration per Cognicase Share payable or paid, as the case may be, under the Offer, pursuant to the provisions of the CBCA (a "Compulsory Acquisition"). If a Compulsory Acquisition is possible, it is the current intention of the Offeror to elect to exercise its rights to cause a Compulsory Acquisition and acquire the remainder of the Cognicase Shares on the same terms, including the Offer price, as the Cognicase Shares were acquired under the Offer.

To exercise these statutory rights with respect to the Cognicase Shares, the Offeror must give notice (the "Offeror's Notice") under the CBCA to each Shareholder (each a "Dissenting Shareholder") who did not accept the Offer (and each person who subsequently acquires those Cognicase Shares) on or before the earlier of 60 days from the Expiry Time and in any event within 180 days from the date of the Offer. Within 20 days of providing the Offeror's Notice, the Offeror must pay or transfer to Cognicase the consideration the Offeror would have had to pay or transfer to the Dissenting Shareholders if it had elected to accept the Offer, to be held in trust for the Dissenting Shareholders. In accordance with Section 206 of the CBCA, within 20 days after receiving the Offeror's Notice, each Dissenting Shareholder must send the certificate(s) representing the Cognicase Shares held by that Dissenting Shareholder to the Offeror, and may, within 20 days after the date of the Offeror's Notice, elect either to transfer such securities to the Offeror on the terms of the Offer or to demand payment of the fair value of such securities held by such holder by so notifying the Offeror. If a Dissenting Shareholder has elected to demand payment of the fair value of such securities, the Offeror may apply to a court having jurisdiction to hear an application to fix the fair value of such securities of that Dissenting Shareholder within 20 days after it made the payment or transferred the consideration of Cognicase referred to above. If there is no such demand for fair value by the Dissenting Shareholder within the period referred to above, the Dissenting Shareholder will be deemed to have elected to transfer such securities to the Offeror on the terms of the Offer. Any judicial determination of the fair value of the securities could be more or less than the amount paid pursuant to the Offer.

The foregoing is a summary only. Reference is made to Section 206 of the CBCA for the text of the relevant statutory provision. Section 206 of the CBCA is complex and may require strict adherence to notice and timing provisions, failing which such rights may be lost or altered. Shareholders who wish to be better informed about the provisions of Section 206 of the CBCA should consult their legal advisors.

Subsequent Acquisition Transaction

If the Offeror takes up and pays for Cognicase Shares validly deposited under the Offer and the statutory right of acquisition described above is unavailable or the Offeror elects not to proceed with a Compulsory Acquisition, then the Offeror may, if it chooses to act at all, cause a special meeting of Shareholders to be called to consider an amalgamation, statutory arrangement, capital reorganization or other transaction (each, a "Subsequent Acquisition Transaction") involving the Offeror and/or an affiliate of the Offeror and Cognicase for purposes of enabling the Offeror to acquire all of the Cognicase Shares not deposited under the Offer. In any Subsequent Acquisition Transaction, the Shareholders may have the right to dissent under the CBCA and to be paid fair value for their Cognicase Shares, with such fair value to be determined by a court.

Rule 61-501, Policy Q-27 and the regulations to securities legislation in certain provinces of Canada (collectively, the "Regulations") may deem certain types of Subsequent Acquisition Transactions involving a related party of Cognicase, such as the Offeror or an affiliate of the Offeror, to be "going private transactions" if such Subsequent Acquisition Transactions would result in the interest of a holder of Cognicase Shares (the "Affected Securities") being terminated without the consent of the holder unless it is a transaction in which the related party or an affiliated party of the related party is (i) only entitled to receive a consideration per security that is identical in amount and type as that paid to all other beneficial owners in Canada of Affected Securities; (ii) is not entitled to receive consideration of greater value than that paid to all other beneficial owners of Affected Securities; and (iii) upon completion of the transaction, does not beneficially own or exercise control or direction over participating securities of a class other than Affected Securities. In certain circumstances, the provisions of Rule 61-501 and Policy Q-27 may also deem certain types of Subsequent Acquisition Transactions to be "related party transactions".

Rule 61-501, Policy Q-27 and the Regulations provide that, unless exempted, a corporation proposing to carry out a going private transaction is required to prepare a valuation of the Affected Securities (and any non-cash consideration being offered therefor) and provide to the holders of the Affected Securities a summary of such valuation. The Regulations impose a requirement to include a summary of a similar valuation in a take-over bid circular where it is anticipated by the offeror that a going-private transaction will follow the take-over bid. Rule 61-501 and Policy Q-27 have similar requirements for related party transactions.

The Offeror intends to rely upon the exemption contained in Paragraph 4—Second Step Going Private Transaction in Section 4.5 of Rule 61-501 and Section 4.4 of Policy Q-27 in that: (a) the going private transaction in respect of Cognicase will be effected by the Offeror or an affiliated entity of the Offeror following the formal bid constituted by this Offer and will be in respect of the Cognicase Shares that will be the subject of the bid contemplated hereby; (b) the going private transaction will be completed no later than 120 days after the expiry of the Offer; (c) the intent of the Offeror to effect a going private transaction is disclosed in the Offer and the Circular; (d) the consideration per Cognicase Share paid by the Offeror or an affiliated entity of the Offeror in the going private transaction: (i) will be at least equal in value to the consideration per Cognicase Share that is being paid hereunder; and (ii) will be in cash, CGI Shares (or a combination thereof), which is the same form as the consideration per Cognicase Share being paid by the Offeror hereunder; and (e) the disclosure hereunder discloses that the tax consequences of the Offer and the Subsequent Acquisition Transaction may be different, since, on the date hereof, the Offeror does not know and cannot reasonably foresee the tax consequences arising from the Subsequent Acquisition Transaction, other than as described herein.

Rule 61-501 and Policy Q-27 also require that, in addition to any other required security holder approval, in order to complete a going private transaction, the approval of a simple majority of the votes cast by "minority" securityholders of the Affected Securities must be obtained. In relation to the Offer and any Subsequent Acquisition Transaction that is a "going private transaction", the "minority" securityholders would be, absent exemptions or discretionary relief from the OSC and CVMQ, all holders of Cognicase Shares other than the Offeror, its directors and senior officers and any associate or affiliate of the Offeror and its directors or senior officers and any person or company acting jointly or in concert with the Offeror (and any of its directors or senior officers) in connection with the Offer or any Subsequent Acquisition Transaction. Rule 61-501 and Policy Q-27 provide that, except as described above, the Offeror may treat Cognicase Shares acquired pursuant to the Offer as "minority" securities and to vote them, or to consider them voted, in favour of such going private (or related party) transaction if the consideration per security in the going private transaction it at least equal in value to, and in the same form as, the consideration paid under the Offer and if the intent to effect the going private transaction was disclosed at the time of the Offer. The Offeror currently intends that the consideration offered under any Subsequent Acquisition Transaction proposed by it would be equal in

value to, and in the same form as, the consideration offered under the Offer. The Offeror also intends that the Cognicase Shares acquired by it pursuant to the Offer will be counted as part of any minority approval required in connection with any such transaction.

In addition, under Rule 61-501 and Policy Q-27 if, following the Offer, the Offeror and its affiliates are the registered holders of 90% or more of the Cognicase Shares at the time the Subsequent Acquisition Transaction is initiated, the requirements for minority approval would not apply to the transaction if an enforceable right of appraisal or a substantially equivalent right is made available to the minority shareholders.

Judicial Developments

Prior to the adoption of Rule 61-501 and Policy Q-27, Canadian courts had, in a few instances, granted preliminary injunctions to prohibit transactions which constituted going private transactions within the meaning of Rule 61-501 and Policy Q-27. The current trend both in legislation and in the American jurisprudence upon which the previous Canadian decisions were based is toward permitting going private transactions to proceed, subject to compliance with procedures designed to ensure substantive fairness to minority shareholders.

Shareholders should consul their legal advisors for a determination of their legal rights with respect to any transaction which may constitute a going private transaction.

17. Regulatory Matters

Competition Act

The merger provisions of the Competition Act permit the Commissioner of Competition appointed under the Act (the "Commissioner") to apply to the Competition Tribunal (the "Tribunal") with respect to a "merger" (as defined in the Competition Act) and, if the Tribunal finds that the merger is likely to prevent or lessen competition substantially, it may order that the merger not proceed or, in the event that the merger has been completed, order its dissolution or the disposition of some or all of the assets or shares involved.

The Competition Act also requires parties to certain proposed merger transactions which exceed specified size thresholds to provide the Commissioner with prior notice of and information relating to the proposed transaction and the parties thereto, and to await the expiration of the prescribed "waiting period" prior to completing the transaction. In lieu of filing the prescribed notice and awaiting the expiration of the prescribed "waiting period", a party to a proposed merger transaction may apply to the Commissioner for an advance ruling certificate which may be issued by the Commissioner if he is satisfied he would not have sufficient grounds on which to apply in respect of the transaction to the Tribunal for an order under the merger provisions of the Competition Act.

The Offer is a "notifiable transaction" for purposes of Part IX of the Competition Act.

HSR Act

Under the HSR Act and the rules that have been promulgated thereunder by the FTC, certain transactions may not be consummated unless certain information has been furnished to the Antitrust Division and the FTC and certain waiting period requirements have been satisfied. The purchase of Cognicase Shares pursuant to the Offer is subject to such requirements.

Pursuant to the requirements of the HSR Act, the Offeror and Cognicase are each required to cause to have filed a Notification and Report Form with respect to the Offer with the Antitrust Division and the FTC. The initial waiting period applicable to the purchase of Cognicase Shares pursuant to the Offer will be open for 30 days from the date of the filing of the Notification and Report Form with the Antitrust Division and the FTC. However, prior to such time, the Antitrust Division or the FTC may extend the waiting period by requesting additional information or documentary material relevant to the Offer from the Offeror. If such a request is made, the waiting period (the final waiting period) may be extended until 11:59 p.m. (Eastern time), on the 30^th day after substantial compliance by the Offeror and Cognicase with such request. Only one extension of the final waiting period pursuant to a request for additional information to documentary material is authorized by the rules promulgated under the HSR Act.

The Antitrust Division and the FTC scrutinize the legality of transactions such as the acquisition of Cognicase Shares by the Offeror pursuant to the Offer under the antitrust laws of the United States. At any time before or after the consummation of any such transaction, the Antitrust Division or the FTC could take such action under the antitrust laws of the United States as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Cognicase Shares pursuant to the Offer or seeking divestiture of the Cognicase Shares so acquired or divestiture of substantial assets of Offeror or Cognicase. Private parties (including individual States) may also bring legal actions under the antitrust laws of the United States. The Offeror does not believe that the consummation of the Offer would violate any applicable antitrust laws. However, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made, or if such a challenge is made, what the result will be.

18. Canadian Federal Income Tax Considerations

In the opinion of McCarthy Tétrault LLP, counsel to the Offeror, the following is a summary of the principal Canadian federal income tax considerations generally applicable to a Shareholder in respect of the sale of Cognicase Shares pursuant to the Offer or otherwise pursuant to certain transactions described in Section 16 of the Circular, "Acquisition of Cognicase Shares Not Deposited Under the Offer".

This summary is not applicable to Shareholders who are "financial institutions" for the purposes of the mark-to-market rules contained in the Tax Act, Shareholders who are "specified financial institutions" for the purposes of the Tax Act or to Shareholders who are exempt from tax under the Tax Act. The summary is based on the current provisions of the Tax Act, the regulations thereunder and counsel's understanding of the current published administrative practices of the Canada Customs and Revenue Agency (the "Agency"). The summary takes into account all specific proposals to amend the Tax Act and the regulations publicly announced by the Minister of Finance (Canada) prior to the date hereof (the "Proposed Amendments"), although there is no certainty that the Proposed Amendments will be enacted in the form proposed, if at all. The summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Proposed Amendments, does not take into account or anticipate any changes in law, whether by judicial, governmental or legislative decision or action or changes in administrative practices of the Agency, nor does it take into account provincial, territorial or foreign income tax legislation or considerations. The provisions of provincial income tax

legislation vary from province to province in Canada and in some cases differ from federal income tax legislation.

The summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice or representations to any particular holder of Cognicase Shares for which the Offer is made. Accordingly, Shareholders should consult their own tax advisors with respect to their particular circumstances, including the application and effect of the income and other tax laws of any country, province, state or local tax authority.

Residents of Canada

The following summary is generally applicable to a Shareholder who, for the purposes of the Tax Act, and at all relevant times is, or is deemed to be, resident in Canada, deals at arm's length with Cognicase and the Offeror, is not affiliated with Cognicase or the Offeror and holds Cognicase Shares as capital property. Cognicase Shares will generally be considered to be capital property to a Shareholder unless the Shareholder holds such Cognicase Shares in the course of carrying on a business, or the Shareholder has acquired them in a transaction or transactions considered to be an adventure in the nature of trade. Certain Shareholders whose Cognicase Shares might not otherwise qualify as capital property may, in certain circumstances, treat Cognicase Shares as capital property by making the irrevocable election permitted by subsection 39(4) of the Tax Act.

Sale Pursuant to the Cash Option

A Shareholder who disposes of Cognicase Shares pursuant to the Cash Option, or which is deemed to have tendered a portion of such Cognicase Shares to the extent that pro-ration of the Share Option is applicable, will realize a capital gain (or capital loss) equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Cognicase Shares to the Shareholder. For purposes of computing such capital gain or capital loss, a Shareholder will be considered to have disposed of the Cognicase Shares for proceeds of disposition equal to the amount of cash received on the disposition.

Under the provisions of the Tax Act, a Shareholder will be required to include one-half of the amount of any resulting capital gain (a "taxable capital gain") in income, and will be required to deduct one-half of the amount of any resulting capital loss (an "allowable capital loss") against taxable capital gains realized in the year of disposition. Allowable capital losses not deducted in the taxation year in which they are realized may ordinarily be carried back and deducted in any of the three preceding years or carried forward and deducted in any following year against taxable capital gains realized in such years, to the extent and under the circumstances specified in the Tax Act. Capital gains realized by an individual (other than certain specified trusts) may be subject to alternative minimum tax.

A capital loss otherwise arising upon the disposition of a Cognicase Share by a corporation may be reduced in certain circumstances by dividends previously received or deemed to have been received thereon. Similar rules apply where a corporation is a member of a partnership or a beneficiary of a trust and where a trust is a member of a partnership or a partnership or trust is a beneficiary of a trust. Shareholders to whom these rules may be relevant should consult their own advisors.

A Shareholder which is a "Canadian-controlled private corporation" as defined in the Tax Act may be liable to pay an additional 6²/3% refundable tax on certain investment income, including taxable capital gains.

Sale Pursuant to the Share Option

A Shareholder who disposes of Cognicase Shares pursuant to the Share Option, or which is deemed to have tendered a portion of such Cognicase Shares to the extent that pro-ration of the Cash Option is applicable, will be deemed to have disposed of such Cognicase Shares for proceeds of disposition equal to the aggregate adjusted cost base thereof to such Shareholder immediately before the exchange and to have acquired the CGI Shares received in exchange therefor at an aggregate cost equal to such aggregate adjusted cost base, unless the Shareholder chooses to report any portion of the capital gain or capital loss arising on such disposition in computing income for the year of disposition. The cost of CGI Shares acquired by the Shareholder will be averaged with the adjusted cost base of all other CGI Shares held by the Shareholder immediately prior to the exchange for the purpose of determining thereafter the adjusted cost base of each CGI Share held by such Shareholder.

Under the Agency's current administrative practice, a Shareholder who receives cash in lieu of a fraction of a CGI Share may either reduce the adjusted cost base of its CGI Shares by the amount of such cash or include the gain or loss on the disposition of the fractional CGI Share in computing income.

Compulsory Acquisition of Shares

As described under Section 16 of the Circular, "Acquisition of Cognicase Shares Not Deposited Under the Offer", the Offeror may, in certain circumstances, acquire Cognicase Shares pursuant to a Compulsory Acquisition. The tax consequences to a Shareholder of a disposition of Cognicase Shares in such circumstances generally will be as described above under "Sale Pursuant to the Cash Option".

Subsequent Acquisition Transaction

If the Compulsory Acquisition provision of Part XVII of the CBCA are not utilized, the Offeror may propose other means of acquiring the remaining outstanding Cognicase Shares. The tax treatment of a Subsequent Acquisition Transaction to a Shareholder will depend upon the exact manner in which the Subsequent Acquisition Transaction is carried out. Shareholders should consult their own tax advisors for advice with respect to the income tax consequences to them of having their Cognicase Shares acquired pursuant to a Subsequent Acquisition Transaction.

A Subsequent Acquisition Transaction could be implemented by means of an amalgamation of Cognicase with the Offeror or one of its affiliates pursuant to which Shareholders who have not tendered their Cognicase Shares under the Offer would have their Cognicase Shares exchanged on the amalgamation for redeemable preference shares of the amalgamated corporation ("Redeemable Shares"). Such a Shareholder would not realize a capital gain or capital loss as a result of such exchange, and the cost of the Redeemable Shares received would be equal to the aggregate of the adjusted cost base of the Cognicase Shares to the Shareholder immediately before the amalgamation.

The Redeemable Shares would be immediately redeemed for cash. Upon such redemption, the holder thereof would be deemed to have received a dividend (subject to the potential application of subsection 55(2) of the Tax Act to holders of such shares that are corporations as discussed below) equal to the amount, if any, by which the redemption price of the Redeemable Shares exceeds their paid-up capital for the purposes of the Tax Act. The difference between the redemption price and the amount of the deemed dividend would be treated as proceeds of disposition of such shares for the purposes of computing any capital gain or capital loss arising on the disposition of such shares.

Subsection 55(2) of the Tax Act provides that where a corporate Shareholder is deemed to receive a dividend under the circumstances described above, all or part of the deemed dividend may be treated as proceeds of disposition of the Redeemable Shares for the purpose of computing the Shareholder's capital gain or loss on the disposition of such shares. Accordingly, corporate Shareholders should

consult their tax advisors for specific advice with respect to the potential application of this provision. Subject to the potential application of this provision, dividends deemed to be received by a corporation as a result of the redemption of the Redeemable Shares will be included in computing its income, but normally will also be deductible in computing its taxable income.

A Shareholder that is a "private corporation" or a "subject corporation" (as such terms are defined in the Tax Act) may be liable to pay the 33¹/3% refundable tax under Part IV of the Tax Act on dividends deemed to be received on the Redeemable Shares to the extent that such dividends are deductible in computing the corporation's taxable income.

In the case of a Shareholder who is an individual, dividends deemed to be received as a result of the redemption of the Redeemable Shares will be included in computing the Shareholder's income, and will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends paid by a taxable Canadian corporation.

Under the current administrative practice of the Agency, Shareholders who exercise their statutory right of dissent in respect of an amalgamation, would be considered to have disposed of their Cognicase Shares for proceeds of disposition equal to the amount paid by the amalgamated corporation (excluding interest awarded by the courts) to the dissenting Shareholder therefore, giving rise to a capital gain (or capital loss). However, because of uncertainties under the relevant legislation as to whether such payments to a dissenting Shareholder will be treated entirely as proceeds of disposition, or in part as payment of a deemed dividend, dissenting Shareholder should consult their own tax advisors. The calculation and tax treatment of any such capital gain or capital loss would be the same as described above under "Sale Pursuant to the Cash Option".

If the Cognicase Shares cease to be listed on a prescribed stock exchange, the Cognicase Shares may no longer be qualified investments under the Tax Act for trusts governed by registered retirement savings, registered retirement income funds, deferred profit sharing plans and registered education savings plans.

A Subsequent Acquisition Transaction may be carried out in a manner other than the amalgamation described above. No opinion is expressed herein as to the tax consequences of any such transaction to a Shareholder. Shareholders should consult their own tax advisors in this regard.

Non-Residents of Canada

The following summary is generally applicable to a Shareholder who, for the purposes of the Tax Act, and any applicable income tax convention and at all relevant times is not resident, nor deemed to be resident, in Canada, deals at arm's length with Cognicase and the Offeror, is not affiliated with Cognicase or the Offeror, is not a financial institution (to which the mark-to-market rules contained in the Tax Act may be applicable), is not a non-resident insurer, holds Cognicase Shares as capital property and does not use or hold, and is not deemed to use or hold, Cognicase Shares in or in the course of carrying on a business in Canada.

Sale Pursuant to the Offer

A non-resident Shareholder will not be subject to tax under the Tax Act on any capital gain realized on a disposition of Cognicase Shares to the Offeror under the Offer, unless those Cognicase Shares constitute "taxable Canadian property" to the Shareholder.

A Cognicase Share listed on a prescribed stock exchange (which includes the TSX) generally will not be taxable Canadian property to a non-resident Shareholder unless at any time during the five-year period immediately preceding the disposition of such Cognicase Share, the non-resident Shareholder, persons with whom the non-resident Shareholder did not deal at arm's length, or the non-resident Shareholder together with all such persons, owned 25% or more of the shares of any class or series of

Cognicase. For this purpose, a person will be considered to own any share in respect of which such person has an interest or option or other right to acquire. A Cognicase Share may also be (or deemed to be) taxable Canadian property in certain other circumstances specified in the Tax Act.

Even if the Cognicase Shares are taxable Canadian property to a non-resident Shareholder, any capital gain realized upon a disposition under the Offer may be exempt from tax under the Tax Act pursuant to the provisions of an applicable income tax treaty to which Canada is a party.

If the Cognicase Shares constitute taxable Canadian property and the disposition of such Cognicase Shares gives rise to a capital gain which is not exempt from tax under the Tax Act pursuant to the provision of an applicable income tax treaty to which Canada is a party, the tax consequences as described above under "Residents of Canada—Sale Pursuant to the Cash Option" or "—Sale Pursuant to the Share Option", as the case may be, generally apply.

Non-resident Shareholders whose Cognicase Shares are taxable Canadian property should consult their own tax advisors for advice having regard to their particular circumstances.

Compulsory Acquisition

As described under Section 16 of the Circular, "Acquisition of Cognicase Shares Not Deposited Under the Offer", the Offeror may, in certain circumstances, acquire Cognicase Shares pursuant to Section 206 of the CBCA. Where a non-resident Shareholder disposes of Cognicase Shares that are taxable Canadian property for purposes of the Tax Act, the disposition may give rise to a capital gain. If the Cognicase Shares are not listed on a prescribed stock exchange at the time of disposition, they will be taxable Canadian property to a non-resident Shareholder. If such capital gain is not exempt under the terms of an applicable income tax treaty to which Canada is a party, the tax consequences as described above under "Residents of Canada—Sale Pursuant to the Cash Option" will generally apply. In addition, if the Cognicase Shares are not listed on a prescribed stock exchange at the time of disposition, the notification and withholding provisions of section 116 of the Tax Act will apply to the non-resident Shareholder. Non-resident Shareholders whose Cognicase Shares are being compulsorily acquired should consult their own tax advisors for advice having regard to their particular circumstances.

Subsequent Acquisition Transaction

If the Offeror does not acquire all the Cognicase Shares pursuant to the Offer or by means of Compulsory Acquisition, it may propose other means to acquire the remaining Cognicase Shares. The tax treatment of such a Subsequent Acquisition Transaction to a non-resident Shareholder will depend on the exact manner in which the transaction is carried out and the resulting tax treatment may be substantially the same as or materially different than described above. A non-resident Shareholder may realize a capital gain or a capital loss and/or a deemed dividend. Dividends paid or deemed to be paid to a non-resident will be subject to Canadian withholding tax at a rate of 25%. Such rate may be reduced under the provisions of an applicable income tax treaty to which Canada is a party. In addition, if the Cognicase Shares are not listed on a prescribed stock exchange at the time of disposition, the notification and withholding provisions of section 116 of the Tax Act will apply to the non-resident Shareholder. Non-residents Shareholders should consult their own tax advisors for advice with respect to the potential income tax consequences to them of having their Cognicase Shares acquired pursuant to a Subsequent Acquisition Transaction.

19. Acceptance of the Offer

Other than as described below and under Section 4 of the Circular, "Background to the Offer", the Offeror has no knowledge regarding whether Shareholders will accept the Offer.

20. Financial Advisors, Dealer Managers and Soliciting Dealer Group

The Offeror has engaged CIBC World Markets Inc. and Desjardins Securities Inc. to act as its exclusive financial advisors in connection with the Offer and to act as dealer managers to solicit acceptances of the Offer in Canada.

In Canada, CIBC World Markets Inc. and Desjardins Securities Inc. have undertaken to form a soliciting dealer group consisting of members of the Investment Dealers Association of Canada and of the stock exchanges in Canada to solicit acceptances of the Offer (the "Soliciting Dealer Group"). Each member of the Soliciting Dealer Group, including CIBC World Markets Inc. and Desjardins Securities Inc., is referred to herein as a "Soliciting Dealer". The Offeror has agreed to pay to each Soliciting Dealer whose name appears in the appropriate space in the Letter of Transmittal accompanying a deposit of Cognicase Shares, except for Cognicase Shares deposited pursuant to the Lock-Up Agreement, a fee of $0.02 for each such Cognicase Share deposited and taken up by the Offeror under the Offer. The aggregate amount payable with respect to any single depositing Shareholder will not be less than $85 nor more than $1,500. The Offeror will not be required to pay a fee to more than one member of the Soliciting Dealer Group in respect of any one beneficial owner of Cognicase Shares and no solicitation fee will be payable with respect to any single beneficial owner of less than 1,000 Cognicase Shares. Where Cognicase Shares deposited and registered in a single name are beneficially owned by more than one person, the minimum and maximum amount will be applied separately in respect of each such beneficial owner. The Offeror may require the Soliciting Dealer to furnish evidence of such beneficial ownership satisfactory to the Offeror at the time of deposit.

Except as set forth above, the Offeror will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Cognicase Shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies and other nominees will, upon request, be reimbursed by the Offeror for customary clerical and mailing expenses incurred by it them in forwarding materials to their customers. The Dealer Managers will be reimbursed by the Offeror for their reasonable out-of-pocket expenses, in addition to receiving a fee for acting as financial advisors and dealer managers, and will be indemnified against certain liabilities (including liabilities under securities laws) in connection with the Offer.

No brokerage fees or commissions will be payable by any Shareholder who transmits Cognicase Shares directly to the Depositary or who uses the services of the Dealer Managers or a member of the Soliciting Dealer Group to accept the Offer. Shareholders should contact the Depositary, the Dealer Managers or a broker or dealer for assistance in accepting the Offer or in depositing Cognicase Shares with the Depositary.

21. Depositary

The Offeror has engaged the Depositary for the receipt of certificates representing the Cognicase Shares, related Letters of Transmittal and other documents and for the receipt from Shareholders of tax elections to be signed by the Offeror. The Depositary will also receive Notices of Guaranteed Delivery deposited under the Offer, give notices where necessary and make payment for Cognicase Shares purchased by the Offeror pursuant to the Offer. The Depositary will receive reasonable and customary compensation from the Offeror for its services in connection with the Offer, will be reimbursed for certain out-of-pocket expenses and will be indemnified against certain liabilities, including liabilities under securities laws and expenses in connection therewith.

No broker, dealer, bank or trust company shall be deemed to be the agent of the Offeror or the Depositary for purposes of the Offer.

22. Legal Matters

Certain legal matters on behalf of the Offeror will be passed upon by, and the opinions contained under "Canadian Federal Income Tax Considerations" have been provided by, McCarthy Tétrault LLP, counsel to the Offeror. The partners and associates of McCarthy Tétrault LLP beneficially own, directly or indirectly, less than 1% of the outstanding CGI Shares.

23. Fees and Expenses

The Offeror expects to incur expenses of approximately $5 million in connection with this Offer, including filing fees, the cost of the financial advisory services (including a success fee), and legal, accounting and printing expenses.

24. Shareholder's Statutory Rights

Securities legislation in certain of the provinces and territories of Canada provides Shareholders with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, if there is a misrepresentation in a circular or notice that is required to be delivered to such Shareholders. However, such rights must be exercised within prescribed time limits. Shareholders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult with a lawyer.

25. Documents Filed as Part of the US Registration Statement

A registration statement on Form F-8 (the "Registration Statement") will be filed on or about December 6, 2002 with the Securities and Exchange Commission of the United States ("SEC") under the Securities Act of 1933, as amended, relating to the Offer. The following documents will be filed on or about December 6, 2002 with the SEC as part of the Registration Statement of which the Offer is part, insofar as called for by such Commission's Form F-8: (i) the documents listed in the Offer and the Circular as incorporated by reference herein in Section 1 of the Circular; (ii) the form of Letter of Transmittal; (iii) the form of Notice of Guaranteed Delivery; (iv) the consent of the auditors; (v) the consent of counsel; (vi) the Lock-Up Agreement; (vii) the Confidentiality Agreement; (viii) the Exclusivity Agreement; (ix) the Depositary Agreement; the (x) Dealer Managers Engagement Letter; (xi) form of advertisement, (xii) the press release of CGI dated December 6, 2002, and (xiii) Powers of Attorney for certain officers and directors.

Copies of these documents may be obtained upon request without charge from the Secretary of CGI at 1130 Sherbrooke Street West, Montreal, Québec, H3A 2M8.

CONSENT OF COUNSEL

To: The Directors of CGI Group Inc

We hereby consent to the reference to our opinion contained under "Canadian Federal Income Tax Considerations" in the Circular accompanying the Offer dated December 6, 2002 made by CGI Group Inc. to Shareholders of Cognicase.

We hereby consent to the reference to our opinion in the registration statement on Form F-8 to be filed with the US Securities and Exchange Commission.

Dated: December 6, 2002

(Signed) McCarthy Tétrault LLP

[LETTERHEAD]

CONSENT OF AUDITORS

December 6, 2002

British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Securities Commission
Manitoba Securities Commission
Ontario Securities Commission
Commission des valeurs mobilières du Québec
Administrator of the Securities Act, New Brunswick
Nova Scotia Securities Commission
Registrar of Securities, Prince Edward Island
Newfoundland & Labrador Securities Commission
Registrar of Securities, North West Territories
Registrar of Securities, Yukon

Dear Sirs/Mesdames:

Re: CGI Group Inc.

We refer to the Circular of CGI Group Inc. dated December 6, 2002 relating to the offer to purchase all of the common shares of Cognicase Inc. We consent to the use through incorporation by reference, in the above-mentioned Circular, of our report dated November 4, 2002 to the shareholders of CGI Group Inc. on the consolidated balance sheets as at September 30, 2002 and 2001 and the consolidated statements of earnings, retained earnings and cash flows for each of the years in the three-year period ended September 30, 2002.

We also consent to the use in the above-mentioned Circular of our compilation report dated December 6, 2002 addressed to the Directors of CGI Group Inc. on the unaudited pro forma condensed consolidated balance sheet of CGI Group Inc. as at September 30, 2002 and on the unaudited pro forma condensed consolidated statement of earnings for the year then ended.

We also consent to the use of such report in the registration statement on Form F-8 to be filed with the US Securities and Exchange Commission.

Yours truly,

(Signed) Samson Bélair/Deloitte & Touche
Chartered Accountants

APPROVAL AND CERTIFICATES

The contents of the Offer and Circular have been approved, and the sending, communication or delivery thereof to the holders of Cognicase Shares has been authorized, by the board of directors of the Offeror. The foregoing together with the documents incorporated therein by reference contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. In addition, the foregoing does not contain any misrepresentation likely to affect the value or market price of the Cognicase Shares which are the subject of the Offer.

Dated: December 6, 2002

CGI Group Inc.

(Signed) SERGE GODIN
Chairman of the Board and
Chief Executive Officer

(Signed) ANDRÉ IMBEAU
Executive Vice-President and
Chief Financial Officer

On behalf of the Board of Directors

(Signed) CLAUDE BOIVIN
Director

(Signed) CLAUDE CHAMBERLAND
Director

SCHEDULE "A"

Additional Information Concerning CGI

CGI Group Inc.

Table of Contents

Subsidiaries		A-2
Description of Share Capital		A-2
Options Agreement		A-5
Principal Holders of Voting Shares		A-9
Risk Factors		A-9
Auditors		A-11

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SUBSIDIARIES

The following is a list of the Subsidiaries of CGI having (i) total assets representing more than 10% of the consolidated assets of CGI as at September 30, 2002, or (ii) sales and operating revenues representing more than 10% of the consolidated sales and operating revenues of CGI for the year ended September 30, 2002.

Name	Laws of incorporation	Percentage of ownership
Conseillers en Gestion et Informatique C.G.I. Inc.	Québec	100%
CGI Information Systems and Management Consultants Inc.	Canada	100%
The CGI Group Holding Corporation	Delaware	100%

DESCRIPTION OF SHARE CAPITAL

Description of Share Capital

As of the date hereof, CGI's authorized share capital consists of an unlimited number of First Preferred Shares, issuable in series, an unlimited number of Second Preferred Shares, issuable in series, an unlimited number of Class A Shares and an unlimited number of Class B Shares, all without par value, of which, as at September 30, 2002, 339,900,257 Class A Shares and 40,799,774 Class B Shares were outstanding.

The following summary of the material features of CGI's authorized share capital is given subject to the detailed provisions of its articles of incorporation.

First Preferred Shares

The First Preferred Shares may be issued from time to time in one or more series and the Board of Directors of CGI has the right to determine, by resolution, the designation, rights, privileges, restrictions and conditions attaching to each series. The First Preferred Shares of each series rank equal to the First Preferred Shares of all other series and rank prior to the Second Preferred Shares, the Class A Shares and Class B Shares with respect to payment of dividends and repayment of capital. The holders of First Preferred Shares are entitled to receive notice of and attend any shareholders' meetings and are entitled to one vote per share.

Second Preferred Shares

The Second Preferred Shares may be issued from time to time in one or more series and the Board of Directors of CGI has the right to determine, by resolution, the designation, rights, privileges, restrictions and conditions attaching to each series. The Second Preferred Shares of each series rank equal to all other Second Preferred Shares of all other series and rank prior to the Class A Shares and Class B Shares with respect to payment of dividends and repayment of capital. The Second Preferred Shares are non-voting.

Class A Shares and Class B Shares

Dividends

The Class A Shares and Class B Shares participate equally, share for share, in any dividend which may be declared, paid or set aside for payment thereon.

Subdivision or Consolidation

The Class A Shares or Class B Shares may not be subdivided or consolidated unless simultaneously the Class B Shares or the Class A Shares, as the case may be, are subdivided or

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consolidated in the same manner and in such an event, the rights, privileges, restrictions and conditions then attaching to the Class A Shares and Class B Shares shall also attach to the Class A Shares and Class B Shares as subdivided or consolidated.

Liquidation

Upon liquidation or dissolution of CGI or any other distribution of its assets among its shareholders for the purposes of winding up its affairs, all the assets of CGI available for payment or distribution to the holders of Class A Shares and holders of Class B Shares will be paid or distributed equally, share for share.

Conversion of Class A Shares

Subject to what is hereinafter set out, if a take-over bid or exchange bid or an issuer bid, other than an exempt bid (as defined in the articles of incorporation of CGI), for the Class B Shares is made to the holders of Class B Shares without being made simultaneously and on the same terms and conditions to the holders of Class A Shares, each Class A Share shall become convertible into one Class B Share, at the holder's option, in order to entitle the holder to accept the offer from the date it is made. However, this right of conversion shall be deemed not to come into effect if the offer is not completed by its offeror or if the senior executives and full-time employees of CGI or its Subsidiaries and any corporate entity under the control of one or more of such senior executives, as owners, as a group, of more than 50% of the outstanding Class B Shares, do not accept the offer.

The articles of incorporation of CGI contain a complete description of the types of bids giving rise to the rights of conversion, provide certain procedures to be followed to perform the conversion and stipulate that upon such a bid, CGI or the transfer agent will communicate in writing to the holders of Class A Shares full details as to the bid and the manner of exercising the right of conversion.

Conversion of Class B Shares

Each Class B Share may, from time to time, at the holder's option, be converted into one Class A Share.

Voting Rights

The holders of Class A Shares are entitled to one vote per share and the holders of Class B Shares are entitled to ten votes per share.

Issue of Class B Shares

CGI's articles of incorporation provide for pre-emptive rights in favour of holders of Class B Shares. Therefore, CGI may not issue Class A Shares or securities convertible into Class A Shares without offering, in the manner determined by the Board of Directors of CGI, to each holder of Class B Shares, pro rata to the number of Class B Shares it holds, the right to subscribe concurrently with the issue of Class A Shares or of securities convertible into Class A Shares, as the case may be, an aggregate number of Class B Shares or securities convertible into Class B Shares, as the case may be, sufficient to fully maintain its proportion of voting rights associated with the Class B Shares. The consideration to be paid for the issuance of each Class B Share or security convertible into Class B Shares, as the case may be, shall be equal to the issue price of each Class A Share or security convertible into Class A Shares then issued.

The pre-emptive rights do not apply in the case of the issuance of Class A Shares or securities convertible into Class A Shares:

(i): in payment of stock dividends;

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(ii): pursuant to the stock option plans or share purchase plans of CGI;
(iii): further to the conversion of Class B Shares into Class A Shares pursuant to the articles of incorporation of CGI; or
(iv): further to the exercise of the conversion, exchange or acquisition rights attached to securities convertible into Class A Shares.

Any holder of Class B Shares may assign its pre-emptive rights to other holders of Class B Shares.

Messrs. Serge Godin, André Imbeau and Jean Brassard (collectively, the "Majority Shareholders") have not disclosed to CGI, as of the date hereof, whether they or their holding companies will exercise their pre-emptive rights to acquire additional Class B Shares in connection with the Offer. BCE Inc. ("BCE") has not disclosed to CGI, as of the date hereof, whether it and one of its wholly-owned subsidiaries will exercise their pre-emptive rights to acquire additional Class B Shares in connection with the Offer.

Automatic conversion into Common Shares

If BCE, Bell Canada and any of their wholly-owned subsidiaries hold in the aggregate at least 30% of the outstanding equity shares of CGI, the Class B Shares will be automatically converted into Class A Shares on a one-for-one basis, thereby eliminating the multiple votes attached to the Class B Shares, and the Class A Shares will be automatically redesignated as "common shares" as of the earliest of:

(i): January 5, 2004;
(ii): 90 calendar days after written notice by BCE that CGI or any of the Majority Shareholders or their respective holding companies is in breach in any material respect of the Options Agreement referred to under "Options Agreement" below, which breach was not cured or remedied; and
(iii): the date of an order issued by an arbitrator in connection with the resolution of the dispute in connection with this material breach, if CGI, or any of the Majority Shareholders or their respective holding companies choose to submit the matter to arbitration in accordance with the Options Agreement. See "Options Agreement" below.

Rank

Except as otherwise provided hereinabove, each Class A Share and each Class B Share carry the same rights, rank equally in all respects and are to be treated by CGI as if they constituted shares of a single class.

Amendments

The rights, privileges, conditions and restrictions attaching to the Class A Shares or Class B Shares may respectively be amended if the amendment is authorized by at least two thirds of the votes cast at a meeting of holders of Class A Shares and Class B Shares duly convened for that purpose. However, if the holders of Class A Shares as a class or the holders of Class B Shares as a class were to be affected in a manner different from that of the other class of shares, such amendment shall, in addition, be authorized by at least two thirds of the votes cast at a meeting of holders of shares of the class of shares so affected in a different manner.

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OPTIONS AGREEMENT

The Majority Shareholders, their respective holding companies, Bell Canada, BCE and CGI have entered into an options agreement and shareholders' agreement (the "Options Agreement") in 1998, as since amended, reflecting certain shareholder arrangements.

Decisions Requiring Prior Approval by BCE

The Options Agreement provides that until the earlier of January 5, 2006 and the date on which BCE acquires Control (as defined in the Options Agreement) of CGI, certain matters, shall be subject to the prior approval of the Chief Executive Officer or the Chief Operating Officer of BCE. Specifically, BCE must approve:

•: any change in the dividend policy of CGI;
•: any arrangement, amalgamation or merger of CGI with any person other than wholly-owned subsidiaries of CGI or other public corporations with market capitalizations less than 10% of that of CGI;
•: any transaction with a value in excess of $10 million between CGI and its Subsidiaries on the one hand, and any person or persons acting in concert with 10% or more of the voting power of CGI, other than BCE and its affiliates;
•: any transaction or operation involving CGI or one of its consolidated Subsidiaries as a result of which certain financial ratios would not be met;
•: the appointment, from time to time, of a Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of CGI other than one of the Majority Shareholders;
•: amendments to articles of incorporation or by-laws of CGI;
•: redemptions, purchases or offers to purchase or redeem equity shares of CGI;
•: acquisitions or agreements of CGI to acquire any person or business primarily engaged in an activity other than IT services;
•: making by CGI or its Subsidiaries of any acquisition or disposition of assets or securities in excess of 10% of the market capitalization of CGI;
•: any agreement or commitment by CGI or any of its consolidated Subsidiaries to guarantee or pay any indebtedness of any person (other than CGI or any of its consolidated Subsidiaries);
•: launching of new lines of business for CGI or material changes in CGI's corporate strategy;
•: adoption of any annual business plan or budget of CGI or the making of any amendment thereto showing a pre-tax margin of less than 7%; and
•: any material alliance or joint venture by CGI that BCE reasonably concludes is or would likely be: (i) outside the normal course of CGI's business; (ii) in any significant manner, inconsistent with CGI's strategic business plan; or (iii) in any significant manner, inconsistent with the commercial interests of the BCE group of companies.

The consent of the appropriate officer of BCE, to the extent required, has been obtained by CGI in connection with the Offer.

The Majority Shareholders, in their capacity as directors of CGI, subject to their fiduciary duties as directors, and the Majority Shareholders (and their respective holding companies), in their capacity as shareholders of CGI, have agreed to vote in accordance with BCE's position on these matters when brought before the directors or shareholders of CGI.

A-5

In recognition of BCE's and the Majority Shareholders' respective significant ownership interests and voting rights in CGI, and of BCE's rights under the Options Agreement (including those described above), the advice of BCE's nominees on CGI Board of Directors, and of the Majority Shareholders, in their capacity as directors, will be sought prior to CGI's undertaking (directly or indirectly) any proposed acquisitions of any business and any proposed agreements or arrangements with any one customer and affiliates of one customer with revenues and/or obligations per annum in excess of $25 million. The Board of Directors of CGI has approved the terms of this Offer.

Board of Directors Designees

So long as BCE (and any of its wholly-owned subsidiaries) holds at least 20% of the outstanding shares in the share capital of CGI, the Majority Shareholders and their respective holding companies have undertaken to vote to elect to the Board of Directors of CGI the number of board designees nominated by BCE as shall represent 25% of the total number of directors on the CGI board. Furthermore, until the date on which BCE acquires Control (as defined in the Options Agreement) of CGI, BCE (and its wholly-owned subsidiaries holding shares of CGI) have undertaken to vote in favour of the election of each of Messrs. Serge Godin and André Imbeau as a director of CGI to the extent that each of them is at that time a senior executive of CGI.

Put Rights of the Majority Shareholders

The Majority Shareholders and their respective holding companies have the right to sell to BCE, in the aggregate:

•: up to 10,432,095 Class B Shares (representing 30% of the Class B Shares held by them as at July 1, 1998) at any time on and after January 5, 2002 and prior to January 5, 2003; and
•: up to all Class B Shares held by them as at July 1, 1998 and not previously put to BCE, at any time on and after January 5, 2003 and prior to January 5, 2004.

The put rights of the Majority Shareholders may however be accelerated in the event of long-term disability or death of any of the Majority Shareholders with respect to up to all Class B Shares then held by the Majority Shareholders, depending on which Majority Shareholder is concerned, and may also be accelerated upon failure of BCE to comply with its material obligations under the Options Agreement.

Call Right of BCE

For a period of two years after January 5, 2004, BCE will have the right to purchase all but not less than all the Class A Shares and Class B Shares then held by the Majority Shareholders and their respective holding companies. This call right may also be accelerated in certain circumstances, including in the event of a failure by any of the Majority Shareholders or any of their respective holding companies to comply with their material obligations under the Options Agreement.

Price on the Put and Call Rights

The price per share on any exercise of the put rights of the Majority Shareholders and their respective holding companies and the call right of BCE will be 115% of the then per share market price of the Class A Shares and will be payable in common shares of BCE at the then market price per common share of BCE at the time of the exercise.

BCE Rights of First Refusal

BCE has a right of refusal on all sales of CGI shares held by the Majority Shareholders and their respective holding companies, other than Class A Shares acquired by the Majority Shareholders after

A-6

July 1, 1998 pursuant to CGI's employee share purchase plan or pursuant to the exercise of options under CGI's share option plan and other than 2,000,000 Class B Shares in the aggregate held by the Majority Shareholders and their respective holding companies and the 5,209,155 and 744,093 Class B Shares respectively acquired by Messrs. Serge Godin and André Imbeau (through their respective holding companies) pursuant to the exercise of their pre-emptive rights in connection with the acquisition of IMRglobal Corp. (now CGI Information Technology Services, Inc.) ("IMRglobal") on July 27, 2001.

The 2,000,000 Class B Shares may be converted into Class A Shares and sold on the market after having been offered among the Majority Shareholders and their respective holding companies and then to BCE at the market price of Class A Shares. The Class B Shares acquired by Messrs. Serge Godin and André Imbeau through their respective holding companies pursuant to the exercise of their pre-emptive rights in connection with the acquisition of IMRglobal may be converted into Class A Shares and sold on the market after having been offered among the respective holding companies of the Majority Shareholders and then to BCE at the market price of Class A Shares.

Change of Control Offers

If, before BCE acquires control of CGI, an offer is made to buy shares of CGI such that control of CGI would change, which offer the Majority Shareholders and their holding companies wish to accept, and BCE elects not to exercise its rights of first refusal on these shares, the Majority Shareholders and their holding companies may sell their shares in such change of control sale, provided that, as soon as practicable after the sale, Bell Canada has the right to terminate its outsourcing agreement with CGI and buy from CGI, at the fair market value as defined in the outsourcing agreement, all or part of the assets used in providing services under the outsourcing agreement between CGI and Bell Canada and to engage all or part of the employees rendering services to Bell Canada under this outsourcing agreement and to terminate the agreement.

Pre-emptive Rights

The Majority Shareholders and their respective holding companies have undertaken to assign to BCE the right, at BCE's sole option, to acquire any portion of the Class B Shares to which the Majority Shareholders and their respective holding companies would be entitled to subscribe pursuant to the pre-emptive rights provided for in the articles of incorporation of CGI and which the Majority Shareholders and their respective holding companies decide not to acquire.

CGI may not issue Class A Shares or any securities convertible into Class A Shares without offering to BCE the right to subscribe to additional Class A Shares to permit BCE to fully maintain its pro rata equity participation in the capital of CGI, at equivalent prices.

BCE's pre-emptive rights do not apply in the case of issuances of Class A Shares:

(i): in payment of stock dividends;
(ii): upon exercise of options granted pursuant to the CGI share option plan;
(iii): further to the conversion of Class B Shares into Class A Shares pursuant to the articles of incorporation of CGI; or
(iv): further to the exercise of the conversion, exchange or acquisition rights attached to securities convertible into Class A Shares.

A-7

upon the exercise of options granted pursuant to the CGI share option plan. In fiscal 2002, 1,546,801 options granted pursuant to the CGI share option plan have been exercised by their holders.

BCE has not disclosed to CGI, as of the date hereof, whether it will exercise its pre-emptive rights to acquire Class A Shares in connection with the Offer.

Sale of Shares held by BCE

Pursuant to section 1.4 of the Options Agreement, should BCE or any of its wholly-owned subsidiaries desire to sell any shares it holds in CGI, it shall first sell all of its Class A Shares before being entitled to sell any Class B Shares and in no event shall either BCE or any of its wholly-owned subsidiaries be entitled to sell any shares of CGI unless it gives CGI a twelve-month prior notice of such sale in order to allow BCE and any of its wholly-owned subsidiaries to consult with CGI as to the identity of the potential purchaser(s) and to allow CGI to identify for BCE and any of its wholly-owned subsidiaries other mutually acceptable potential purchaser(s); provided however that the foregoing shall not restrict the ability of BCE and of any of its wholly-owned subsidiaries to sell such shares at their discretion beyond such twelve-month notification period and provided further that the foregoing shall not apply to the sale or transfer of shares to a wholly-owned subsidiary of BCE, but in the event of such sale or transfer, BCE shall ensure that such wholly-owned subsidiary shall comply with the provisions of section 1.4 of the Options Agreement with respect to the resale of its shares in CGI. Notwithstanding the foregoing, BCE or any of its wholly-owned subsidiaries may sell any shares it holds in CGI before the expiry of the twelve-month notice period referred to above to the extent that CGI is satisfied, in its entire discretion, that the proposed sale would be effected in a manner which is not prejudicial to the business, operation or financial condition of CGI and that, in the reasonable judgment of CGI, it is not susceptible of having an adverse effect on the market price of the CGI shares.

Registration Rights Agreement

Pursuant to a Registration Rights Agreement between CGI, BCE and Bell Canada dated July 1, 1998, BCE and Bell Canada have been granted certain demand and incidental rights to sell all or a portion of their shares in CGI under certain specific conditions and circumstances.

Termination

The Options Agreement shall terminate on the earliest of:

•: January 5, 2006, subject to outstanding notices with respect to the right of refusal of BCE under the agreement;
•: the date on which BCE acquires all CGI shares held by the Majority Shareholders and their holding companies, and covered by the put and call options; and
•: the date on which a person, other than BCE or any of its affiliates, acquires all of the shares of CGI held by the Majority Shareholders and their holding companies.

All of the rights under the Options Agreement described in this section terminate upon termination of the Options Agreement except the non-competition provisions thereunder restricting the Majority Shareholders and their respective holding companies from competing in the fields of IT services or telecommunications in some geographical areas in Canada for a period of three years thereafter.

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PRINCIPAL HOLDERS OF VOTING SHARES

The following table indicates, as at December 4, 2002, to the knowledge of senior executives of CGI, the number of Class A Shares and Class B Shares over which, directly or indirectly, BCE and the Majority Shareholders exercised control or direction, and the percentage thereof (in equity and votes) in relation to all outstanding Class A Shares and Class B Shares.

	As at December 4, 2002
	BCE		Majority Shareholders
Number of Class A Shares	113,000,794		1,030,070
Number of Class B Shares	7,027,606		33,772,168
% of outstanding shares	31.52	%	9.14	%
% of total votes	24.50	%	45.28	%

Notwithstanding the foregoing, CGI must, at the request of BCE, issue Class A Shares to BCE, on or before February 28 of each year, up to the aggregate number of shares which allows BCE to maintain the same proportionate holding of Class A Shares as it had prior to each issuance of shares upon the exercise of options granted pursuant to the CGI share option plan. In fiscal 2002, 1,546,801 options granted pursuant to the CGI share option plan have been exercised by their holders.

RISK FACTORS

The following are certain risk factors related to the business of CGI which Shareholders should carefully consider in evaluating the Offer.

CGI operates in a highly competitive industry.

CGI operates in a highly competitive industry. Certain of the companies which compete with CGI have longer operating histories, larger client bases, longer relationships with their clients, greater brand or name recognition, and greater financial and other resources than those of CGI. As a result, CGI's competitors may be in a stronger position to respond more quickly to new or emerging technologies and changes in client requirements and to devote greater resources than CGI can to the development, promotion and sale of their services. Competitors could lower their prices, potentially forcing CGI to lower its prices and suffer reduced operating margins.

CGI's strategic alliance with BCE may create business risks as well as opportunities.

To the knowledge of senior executives of CGI, as at December 4, 2002, BCE, directly or indirectly, owned shares of CGI representing approximately 24.5% of the voting power of all voting shares of CGI. CGI delivers a wide range of IT services to BCE and its related companies, ranging from full or partial outsourcing of IS/IT services, to consulting and systems integration services, and has other business relationships with BCE. The terms of the contracts which form part of this strategic relationship between CGI and BCE and its related companies were negotiated at arm's length. For the years ended September 30, 2000, 2001 and 2002, revenues attributable to these contracts accounted for 39.4%, 28.0% and 23.2% of CGI's total gross revenue, respectively. This strategic alliance is material to CGI, and a loss of, or a substantial decrease in, this business could have a material adverse effect on CGI. Also, competitors of BCE and its affiliates, including Bell Canada, may be reluctant to engage in business with CGI, or certain significant projects with such competitors may be subject to consultation with BCE.

A-9

CGI's revenues and operating results may fluctuate from quarter to quarter, and fluctuations in operating results could cause CGI's stock price to decline.

CGI's operating results have fluctuated in the past and CGI's revenue and operating results may fluctuate in the future as a result of a variety of factors, many of which will be outside of CGI's control. In future quarters, CGI's operating results may be below the expectations of public market analysts or investors, and the price of the Class A Shares may decline. Following the acquisition of IMRglobal, the greater proportion of consulting and systems integration services in CGI's business mix, versus outsourcing, may result in greater quarterly revenue variations. In addition, the rights of certain customers to terminate their contractual relationship with CGI for convenience or upon a change of control of CGI may adversely impact CGI's backlog and operating results.

CGI must continue to attract and retain quality professionals.

CGI must attract a significant number of new professionals to implement its growth plans. The number of potential professionals that meet its hiring criteria is relatively small, and CGI faces significant competition for these professionals from its direct competitors and others in the IT industry. Competition for these professionals may result in significant increases in costs to retain the professionals, which could reduce margins of CGI and its profitability. In addition, CGI will need to attract professionals in international locations, principally Europe and India, to support its international growth plans. CGI's inability to recruit new professionals and retain existing professionals could impair its ability to service existing engagements or undertake new engagements. If CGI was unable to attract and retain professionals, its revenues and its profitability could decline.

There are risks associated with CGI's acquisition activity.

The IT services industry is undergoing significant consolidation and change. CGI has engaged in a number of significant acquisitions as part of its growth and business development strategy. There can be no assurance that CGI will be able to identify appropriate acquisition candidates in the future, that any identified candidates will be acquired or that acquired businesses will prove profitable.

In addition, CGI's future success is dependent on its ability to integrate past and future acquisitions into one enterprise with a common business and operating plan. CGI may not be successful in its efforts to integrate acquired businesses or to monitor their performance. If CGI was unable to do so, or if it experiences delays or unusual expenses in doing so, its operating costs may be higher than anticipated and earnings may be lower than anticipated which could have an adverse effect on CGI's businesses, financial condition and results of operations.

Also, industry consolidation or the formation of joint ventures or alliances could reduce CGI's client base, reduce the number of potential clients that CGI can Cognicase or decrease the demand for its services. A merger or acquisition of one of CGI's clients may result in the elimination, postponement or reduction of outsourced IT services utilized by CGI.

With the increased international business volume, CGI will be exposed to greater foreign currency exchange risks, which could adversely impact its operating results.

Some of CGI's international engagements are denominated in the local currency of its clients. Expenses that CGI incurs in delivering these services, consisting primarily of consultant compensation, are often denominated in Canadian dollars. To the extent that the value of a currency in which CGI's billings are denominated decreases in relation to the Canadian dollar or another currency in which CGI's expenses are denominated, its revenues, operating results and financial condition could be harmed. CGI may hedge its foreign currency exposure from time to time, but hedging may not be effective.

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If CGI fails to meet client expectations in the performance of its services and the provision of solutions, CGI could damage its reputation and have difficulty attracting new business.

CGI's services and solutions often involve complex information systems and software, which are critical to its clients' operations. CGI's failure to meet client expectations in the provision of appropriate solutions, and the performance of its services, including the quality, cost and timeliness of its services, may damage its reputation in the IT services industry and adversely affect its ability to attract and retain clients. If a client is not satisfied with CGI's solutions or services, CGI will generally spend additional human and other resources at its own expense to ensure client satisfaction. Such expenditures will typically result in a lower margin on such engagements and could materially adversely affect CGI's business, financial condition and results of operations.

In the course of providing its solutions and services, CGI will often recommend the use of other software and hardware products. These products may not perform as expected or may contain defects. If this occurs, CGI's reputation could be damaged and it could be subject to liability. CGI attempts contractually to limit its exposure to potential liability claims. Such limitations may not always be effective. A successful liability claim brought against CGI may adversely affect its reputation in the IT services industry and could have a material adverse effect on its business, financial condition and results of operations. Although CGI maintains liability insurance, such insurance may not always provide adequate coverage for successful claims against it.

If CGI fails to develop long-term relationships with customers, its success could be jeopardized.

The future success of CGI depends to a significant extent on its ability to develop long-term relationships with its customers. CGI may be unable to develop new customer relationships and its relationships with new or existing customers may be unsuccessful. CGI's inability to build long-term customer relations could result in declines in its revenues and profitability.

AUDITORS

The auditors of CGI are Samson Bélair Deloitte & Touche, Chartered Accountants, 1 Place Ville-Marie, suite 3000, Montreal, Québec, H3B 4T9.

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SCHEDULE "B"

Unaudited pro forma condensed consolidated financial statements

Table of Contents

Compilation report		B-2
Unaudited pro forma condensed consolidated statement of earnings		B-3
Unaudited pro forma condensed consolidated balance sheet		B-4
Notes to unaudited pro forma condensed consolidated financial statements		B-5

B-1

Unaudited pro forma condensed consolidated financial statements

Compilation report

To the Directors of
CGI Group Inc.

We have reviewed, as to compilation only, the accompanying unaudited pro forma condensed consolidated balance sheet as at September 30, 2002 and the unaudited pro forma condensed consolidated statement of earnings of CGI Group Inc. ("CGI") for the year ended September 30, 2002 which have been prepared in accordance with accounting principles generally accepted in Canada. The statements have been prepared for inclusion in the Circular related to the offer to purchase all of the outstanding common shares of Cognicase Inc. In our opinion, the unaudited pro forma condensed consolidated balance sheet and unaudited pro forma condensed consolidated statement of earnings have been properly compiled to give effect to the proposed acquisition and the assumptions described in the accompanying notes thereto.

(Signed) Samson Bélair/Deloitte & Touche

Chartered Accountants

Montréal, Quebec
December 6, 2002

B-2

CGI GROUP INC.

Unaudited pro forma condensed consolidated statement of earnings

year ended September 30, 2002

	CGI $	Cognicase $		Pro forma adjustments $		Notes		CGI pro forma $
	(audited)	(unaudited)						(unaudited)
	(amounts are in thousands of CDN$ except per share data)
Revenue	2,169,613	513,171						2,682,784
Operating expenses	1,860,463	474,120						2,334,583

Operating earnings before:	309,150	39,051						348,201
Depreciation and amortization	77,005	20,801						97,806

Earnings before the following items:	232,145	18,250						250,395
Other revenues (interest expenses)	422	1,319		(7,129	)	(iv	)	(5,388	)

Earnings before income taxes and goodwill impairment loss	232,567	19,569		(7,129	)			245,007
Provision for income taxes	96,768	12,434		(2,709	)	(v	)	106,493

Earnings before goodwill impairment loss	135,799	7,135		(4,420	)			138,514
Goodwill impairment loss	—	478,466		—				478,466

Net earnings (loss)	135,799	(471,331	)	(4,420	)			(339,952	)

Basic and diluted earnings per share before goodwill impairment loss	0.36							0.35

Basic and diluted earnings per share	0.36							(0.85	)

Basic weighted average number of shares	377,349,472			20,213,233		(ii	)	397,562,705

Diluted weighted average number of shares	381,570,855			20,213,233		(ii	)	401,784,088

B-3

CGI GROUP INC.

Unaudited pro forma condensed consolidated balance sheet

as at September 30, 2002

		CGI $	Cognicase $	Pro forma adjustments $		Notes		CGI pro forma $
		(audited)	(unaudited)	(unaudited)				(unaudited)
		(amounts are in thousands)
Assets
Current assets
	Cash and cash equivalents	104,221	34,169					138,390
	Short-term investments	—	19,842					19,842
	Accounts receivable	295,191	126,504					421,695
	Income taxes	—	10,127					10,127
	Work in progress	98,904	21,549					120,453
	Prepaid expenses and other current assets	48,373	5,020					53,393
	Future income taxes	12,567	—					12,567

		559,256	217,211					776,467
Fixed assets		145,381	58,526					203,907
Investments		—	6,119					6,119
Contract costs and other long-term assets		433,742	72,570					506,312
Future income taxes		28,661	8,016					36,677
Goodwill		1,133,852	—	141,128		(iii	)	1,274,980

		2,300,892	362,442	141,128				2,804,462

Liabilities
Current liabilities
	Bank advances	—	2,536					2,536
	Accounts payable and accrued liabilities	261,509	86,219					347,728
	Deferred revenue	61,027	30,877					91,904
	Income taxes	5,128	—					5,128
	Future income taxes	26,301	4,320					30,621
	Current portion of balance of purchase price payable	—	25,313					25,313
	Current portion of long-term debt	4,172	4,131					8,303

		358,137	153,396					511,533
Future income taxes		93,696	—					93,696
Balance of purchase price payable		—	25,585					25,585
Long-term debt		4,328	6,291	161,649		(ii, iii	)	172,268
Deferred credits and other long-term liabilities		65,116	—					65,116

		521,277	185,272	161,649				868,198

Shareholders' equity		1,779,615	177,170	156,649		(ii	)	1,936,264
				(177,170	)	(ii	)

		2,300,892	362,442	141,128				2,804,462

B-4

CGI GROUP INC.
Notes to unaudited pro forma condensed consolidated financial statements
year ended September 30, 2002

1. Description of offer to purchase

CGI Group Inc. ("CGI") is offering to purchase all Cognicase Inc. ("Cognicase") issued and outstanding common shares, including Cognicase common shares which may become outstanding after the date of this offer upon the exercise of currently outstanding options and other rights (including the guaranteed purchase price balance to be satisfied by the issuance of shares) on the basis of, at the option of Cognicase shareholders for each Cognicase common share as follows:

•: $4.25 in cash (the cash option)
•: 0.5484 CGI Class A subordinate shares (the share option) or
•: any combination of the above as elected by the Cognicase shareholder.

2. Basis of presentation

The accompanying unaudited pro forma condensed consolidated balance sheet and unaudited pro forma condensed consolidated statement of earnings for the year ended September 30, 2002 of CGI Group Inc. ("CGI") have been prepared by management in accordance with Canadian generally accepted accounting principles for inclusion in CGI's Circular ("Circular") to give effect to the proposed acquisition of all outstanding Cognicase common shares by CGI based on:

•: The audited consolidated financial statements of CGI for the year ended September 30, 2002.
•: The unaudited consolidated balance sheet of Cognicase as at September 30, 2002 and the unaudited consolidated statement of earnings of Cognicase for the year then ended.

There is no information known to CGI's management which indicates any material change in the affairs of Cognicase since the date of the last published unaudited financial statements of Cognicase other than that which has been publicly disclosed by Cognicase.

In the opinion of CGI's management, the unaudited pro forma condensed consolidated balance sheet and the unaudited pro forma condensed consolidated statement of earnings contain all material adjustments necessary for a fair presentation applicable to the preparation of pro forma condensed financial statements.

In preparing the unaudited pro forma condensed consolidated financial statements, no adjustments have been made to give effect to operating synergies that may result from the acquisition. As such, the unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the results that actually would have occurred, or results expected in future periods, had the events reflected herein occurred on the dates indicated.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of CGI included by reference in the Circular.

3. Significant Assumptions and Adjustments

In the preparation of the unaudited pro forma condensed consolidated financial statements, the following significant assumptions and adjustments have been made:

(i) The unaudited pro forma condensed consolidated balance sheet at September 30, 2002 gives effect to the acquisition discussed in Note 1 above as if it had occurred on September 30,

B-5

2002. The unaudited pro forma condensed consolidated statement of earnings for the year ended September 30, 2002 gives effect to the acquisition as if it had occurred on October 1, 2001.

(ii) The unaudited pro forma condensed consolidated financial statements assume that CGI will pay $4.25 or issue 0.5484 CGI Class A subordinate shares or any combination of the above as elected by Cognicase shareholders, for each outstanding common share of Cognicase. Under the assumption that all the shareholders of Cognicase accept the Offer and that there are 62,399,738 Cognicase common shares outstanding as at October 31, 2002, the total purchase price for the acquisition is estimated to be $318,298,000 including the payment of $48,100,000 guaranteed purchase price payable by the issuance of Cognicase common shares and professional fees and costs related to the acquisition estimated at $5,000,000 by CGI's management. The unaudited pro forma condensed consolidated financial statements assume that the $48,100,000 guaranteed purchase price payable by the issuance of Cognicase common shares will be paid by the issuance of 3,103,225 CGI Class A subordinated shares for an aggregate value of $24,050,000 and an equivalent cash consideration of $24,050,000.

Also, the unaudited pro forma condensed consolidated financial statements assume that all Cognicase common shares are acquired by the Offeror and that the maximum aggregate cash consideration and maximum aggregate CGI Class A subordinate shares consideration will not exceed $156,649,000 and 20,213,233 CGI Class A subordinate shares respectively. For the purposes of the unaudited pro forma condensed consolidated financial statements based on publicly available information, the payment of the in-the-money amount of the Cognicase options was not considered in the establishment of the consideration to be paid and the purchase price allocation as the amounts were estimated to be not significant.

(iii) The unaudited pro forma condensed consolidated financial statements reflect the acquisition using the purchase method with the excess of the fair value of the consideration paid over the estimated fair value of net assets acquired being temporarily allocated to goodwill. This allocation is subject to change and is not necessarily indicative of the ultimate purchase price allocation. The final allocation is subject to completion of appraisal estimates and other valuations which would be completed within twelve months following the acquisition and may result in the

B-6

purchase price being allocated to other identifiable intangible assets besides goodwill. A summary of the preliminary allocation of the total purchase consideration, is shown below:

		$
		(in thousands)
Non-cash working capital items		65,946
Fixed assets		58,526
Investments		6,119
Contract costs and other long-term assets		72,570
Future income taxes		3,696
Goodwill		141,128
Long-term debt and balance of purchase price payable (including current portion)		(61,320	)

		286,665
Cash position at acquisition		31,633

Net assets acquired		318,298

Consideration
	Cash (see Note (iv))	156,649
	Issuance of 20,213,233 CGI Class A subordinate shares	156,649
	Acquisition costs (estimated by management) (see Note (iv))	5,000

		318,298

(iv) Interest expenses of $7,129,000 have been recorded to reflect the estimated costs to be incurred on the amount of $161,649,000 which CGI's management expects to borrow at an estimated rate of 4.41% per annum to finance the acquisition.

(v) Provision for income taxes has been decreased by $2,709,000 to reflect the impact of the interest expenses adjustment.

(vi) Under the articles of incorporation of CGI, holders of CGI Class B shares (multiple voting) have pre-emptive rights in connection with certain issuances of CGI Class A subordinate shares or of securities convertible into CGI Class A subordinate shares. Pursuant to these pre-emptive rights, holders of CGI Class B shares (multiple voting) have a right to subscribe to that number of CGI Class B shares (multiple voting) which allow them to maintain their then current percentage voting partner associated with the CGI Class B shares (multiple voting) in CGI.

Under the options agreement among Bell Canada, CGI, BCE Inc. and various other shareholders of CGI, BCE Inc. has additional pre-emptive rights in connection with certain issuances of CGI Class A subordinate shares or securities convertible into such shares to purchase that number of CGI Class A subordinate shares to maintain its equity participation in CGI.

Holders of Class B shares (multiple voting) and BCE have not disclosed to CGI whether they will exercise their pre-emptive rights to acquire additional CGI Class B shares and CGI Class A subordinate shares. This potential issuance was not reflected in the unaudited pro forma condensed consolidated financial statements.

B-7

Offices of the Depositary

COMPUTERSHARE TRUST COMPANY OF CANADA

By Mail

P.O. Box 7021
31 Adelaide Street East
Toronto, Ontario
M5C 3H2

Attn: Corporate Actions

Toll Free: 1-800-564-6253

*By Hand or Courier*		*By Hand or Courier*
Montreal		Toronto
650 de Maisonneuve West 7^th Floor Montreal, Québec		100 University Avenue 9^th Floor Toronto, Ontario M5J 2Y1
Attn: Corporate Actions		Attn: Corporate Actions

Office of the Dealer Managers in Canada

CIBC WORLD MARKETS INC.		DESJARDINS SECURITIES INC.
600 de Maisonneuve Blvd. West Suite 3050 Montreal, Québec H3A 3J2		1 Complexe Desjardins 29^th Floor, South Tower Montreal, Québec H5B 1J2
Tel: (514) 847-6300 Facsimile: (514) 847-6430		Tel: (514) 281-2244 Facsimile: (514) 842-7975

Any questions and requests for assistance may be directed by
Shareholders to the Depositary at its telephone number set out above.

CGI GROUP INC.

LETTER OF TRANSMITTAL

FOR COMMON SHARES

COGNICASE INC.

THE OFFER (as defined below), WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (MONTREAL TIME) ON JANUARY 13, 2003, UNLESS THE OFFER IS WITHDRAWN OR EXTENDED

The Depositary, the Dealer Managers
(see back cover page for addresses and telephone numbers)
or your broker or other financial advisor
will assist you in completing this Letter of Transmittal

This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany certificates for common shares ("Cognicase Shares") of Cognicase Inc. ("Cognicase") deposited pursuant to the offer (the "Offer") dated December 6, 2002 made by CGI Group Inc. ("CGI" or the "Offeror") to holders of Cognicase Shares.

The terms and conditions of the Offer are incorporated by reference in this Letter of Transmittal. Capitalized terms used but not defined in this Letter of Transmittal which are defined in the Offer and Circular dated December 6, 2002 (collectively, together with the schedules to the Circular, the "Offer and Circular") have the respective meanings set out therein.

Please read carefully the instructions and rules set forth below before completing this Letter of Transmittal.

TO:		CGI GROUP INC.
AND TO:		COMPUTERSHARE TRUST COMPANY OF CANADA, as Depositary, at its offices set out on the back cover page

The undersigned delivers to you the enclosed certificate(s) for Cognicase Shares and, effective at such time as such shares are taken up pursuant to the Offer (the "Take-Up Date") and subject only to the provisions of the Offer regarding withdrawal, irrevocably accepts the Offer for such Cognicase Shares and hereby assigns to the Offeror, effective at the Take-Up Date, all right, title and interest therein. The following are the details of the enclosed certificate(s):

(This table is to be completed by holders of Cognicase Shares wishing to tender under the Offer)


Certificate Number	Name in which Certificate is Registered	Number of Cognicase Shares Represented by Certificate (specify class of shares)	Number of Cognicase Shares Tendered* (specify class of shares)






	TOTAL

(If space is insufficient, please attach a list in the above form)

*: Unless otherwise indicated, all Cognicase Shares evidenced by any certificate(s) submitted to the Depositary will be deemed to have been deposited under the Offer. See Instruction 6, "Partial Tenders".

CASH AND/OR CGI SHARE ELECTION

The undersigned hereby elects to receive under the Offer, for each Cognicase Share represented by the above certificate(s) and deposited to the Offer (the "Deposited Shares"):

Check the appropriate box to indicate your election:

o	CASH OPTION ONLY *
	Cash equal to $4.25 for each Cognicase Share deposited (the "Cash Option"),
OR
o	SHARE OPTION ONLY *
	0.5484 CGI Shares for each Cognicase Share deposited (the "Share Option"),
OR
o	CASH OPTION AND SHARE OPTION *
		Cognicase Shares deposited for cash equal to $4.25 for each Cognicase Share, and
		Cognicase Shares deposited for CGI Shares equal to 0.5484 CGI Shares per Cognicase Share.

If an election is not made or is not properly made, the undersigned will be deemed to have elected the Cash Option in respect of such Deposited Shares.

*: The undersigned acknowledges the Maximum Cash Consideration and the Maximum Share Consideration payable under the Offer and, accordingly, that both the Cash Option and the Share Option are subject to the pro-ration provisions set forth in Section 1 of the Offer.

The total number of Cognicase Shares tendered under the Cash Option and Share Option must equal the total number of Cognicase Shares tendered to the Offer. If an election is not made or is not properly made in respect of any Deposited Shares, the undersigned will be deemed under the Offer to have elected the Cash Option in respect of such Deposited Shares.

The undersigned acknowledges receipt of the Offer and Circular and represents and warrants that the undersigned has good title to the Deposited Shares and sufficient authority to deposit, sell, assign and transfer the Deposited Shares represented by the enclosed certificate(s) and that when the Deposited Shares are taken up by the Offeror, the Offeror will acquire good title to the Deposited Shares free and clear from all liens, charges, encumbrances, hypothecs, claims and equities and in accordance with the following: IN CONSIDERATION OF THE OFFER AND FOR VALUE RECEIVED, the undersigned irrevocably assigns to the Offeror effective at the Take-Up Date all of the right, title and interest of the undersigned in and to the Deposited Shares and in and to any and all dividends, distributions, payments, securities, rights, warrants, assets or other interests (collectively, "Distributions") which may be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Deposited Shares or any of them on, or after December 6, 2002. If, notwithstanding such assignment, any Distributions are received by or made payable to, or to the order of, the undersigned, the whole of any such Distributions shall be received and held by the undersigned for the account of the Offeror until the Offeror pays for the Deposited Shares and shall be promptly remitted and transferred by the undersigned to the Depositary for the account of the Offeror, accompanied by appropriate documentation of transfer; provided that, in the case of any cash Distributions payable to the undersigned that does not exceed the purchase price payable in cash to the undersigned pursuant to the Offer (if applicable), the amount of such Distributions shall be applied by the Offeror in full or partial payment of such cash purchase price and the amount of cash otherwise payable by the Offeror

in payment of the purchase price will be reduced by such amount. Pending such remittance, the Offeror will be entitled to all rights and privileges as owner of any such Distributions and may withhold the entire purchase price payable by the Offeror to the undersigned pursuant to the Offer or deduct from the purchase price payable by the Offeror to the undersigned pursuant to the Offer the amount or value thereof, as determined by the Offeror in its sole discretion.

Holders of Cognicase Shares whose Cognicase Share certificates are not immediately available or who cannot deliver their Cognicase Share certificates and all other required documents to the Depositary at or prior to the Expiry Time must deliver their Cognicase Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer, "Manner of Acceptance—Procedure for Guaranteed Delivery".

The undersigned irrevocably constitutes and appoints each of the Offeror and Messrs. Serge Godin and André Imbeau, each of whom is an officer and director of the Offeror, and any other person designated by the Offeror in writing, the true and lawful agents, attorneys and attorneys-in-fact of the undersigned with respect to the Deposited Shares taken up and paid for under the Offer by the Offeror and any and all securities, rights, warrants or other interest which may be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Deposited Shares on or after the date of the announcement of the Offer (collectively the "Other Securities") effective from and after the date that the Offeror takes up and pays for the Deposited Shares (the "Effective Date"), with full power of substitution (such power of attorney, being coupled with an interest, being irrevocable), to and in the name of and on behalf of the undersigned: (a) register or record the transfer or cancellation of such Deposited Shares and Other Securities on the appropriate registers of Cognicase; (b) for so long as any such Deposited Shares are registered or recorded in the name of the undersigned (whether or not they are now so registered or recorded), execute and deliver (provided the name is not contrary to applicable law), as and when requested by the Offeror by which such Deposited Shares have been taken up, any instruments of proxy, authorization or consent in form and on terms satisfactory to the Offeror in respect of any such Deposited Shares and any Other Securities, and to designate in any such instruments of proxy any person or persons as the proxyholder of the undersigned in respect of such Deposited Shares and Other Securities; (c) execute and negotiate any cheques or other instruments representing any such Distributions payable to or to the order of the undersigned; and (d) exercise any rights of the undersigned with respect to such Deposited Shares and Other Securities.

The Undersigned revokes any and all other authority, whether as agent, attorney-in fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Deposited Shares or any Other Securities. No subsequent authority, whether as agent, attorney-in fact, attorney, proxy or otherwise, will be granted with respect to the Deposited Shares or any Distributions by or on behalf of the undersigned, unless the Deposited Shares are not taken up and paid for under the Offer.

The undersigned agrees not to vote any of the Deposited Shares taken up and paid for under the Offer, or Distributions on such Deposited Shares consisting of securities, at any meeting (whether annual, special or otherwise) and not to exercise any of the other rights or privileges attaching to any of such Deposited Shares or Distributions consisting of securities, or otherwise act with respect thereto. The undersigned agrees further to execute and deliver to the Offeror (provided that it is not contrary to any applicable law), at any time and from time to time from and after the Take-Up Date, as and when requested by, and at the expense of, the Offeror, any and all instruments of proxy, authorization or consent, in form and on terms satisfactory to the Offeror, in respect of any such Deposited Shares or Distributions consisting of securities.

The undersigned acknowledges that if, on or after the date of the Offer, Cognicase should split, combine or otherwise change any of the Cognicase Shares or its capitalization, or shall disclose that it has taken or intends to take any such action, then the Offeror may, in its sole discretion, make such

adjustments as they consider appropriate to the purchase price and other terms of the Offer, including, without limitation, the type of securities offered to be purchased and the amounts payable therefor to reflect such split, combination or other change.

The undersigned agrees further to designate in any such instruments of proxy the person or persons specified by the Offeror acquiring the Deposited Shares as the proxyholder of the undersigned in respect of such Deposited Shares or Distribution consisting of securities.

The undersigned covenants and agrees, from and after the Take-Up Date, to execute all such documents, transfers and other assurances as may be necessary or desirable to convey the Deposited Shares and Distributions effectively to the Offeror.

Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal may be exercised during any subsequent legal incapacity of the undersigned and all obligations of the undersigned in this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer, the deposit of Cognicase Shares pursuant to this Letter of Transmittal is irrevocable.

The undersigned irrevocably appoints the Depositary as his agent for the purposes of receiving the cash and/or certificates to which he is entitled and transmitting such payment and/or certificates in accordance with the instructions set forth in the following paragraph.

The undersigned instructs the Offeror and the Depositary, upon the Offeror taking up the Deposited Shares, to mail: (i) in respect of the Deposited Shares in respect of which the Cash Option is applicable, a cheque, payable in Canadian funds, representing the cash to which the undersigned is entitled, and (ii) in respect of Deposited Shares in respect of which the Share Option is applicable, a certificate for the CGI Shares to which the undersigned is entitled together with a cheque payable in Canadian funds, representing the cash to which the undersigned is entitled in lieu of any fraction of a CGI Share, if any, in each case by first class mail, postage prepaid, or to hold such share certificate and cheque, if any, for pick-up, in accordance with the instructions given below. Should any Deposited Shares not be purchased, the deposited certificates and other relevant documents shall be returned in accordance with the instructions in the preceding sentence. The undersigned acknowledges that the Offeror has no obligation pursuant to the instructions given below to transfer any Deposited Shares from the name of the registered holder thereof if the Offeror does not purchase any of the Deposited Shares.

The undersigned acknowledges and agrees that the Offeror will, in its sole discretion, be entitled to make a final and binding determination on all questions relating to the interpretation of the Offer, the accompanying Circular and this Letter of Transmittal and the validity and acceptance of the Offer, including the validity of any acceptance of the Offer or any withdrawal of Cognicase Shares including, without limitation, the validity, time and effect of any deposit of Cognicase Shares or notice of withdrawal of Cognicase Shares and the due completion or execution of this Letter of Transmittal or any Notice of Guaranteed Delivery; and that neither the Offeror nor the Depositary are under any obligation to give notice of any defect or irregularity in deposit, nor shall any of them incur any liability for failure to give such notice.

The undersigned understands that a deposit of Cognicase Shares pursuant to any one of the procedures described in Section 3 of the Offer and the instructions hereto will constitute a binding agreement between the undersigned and the Offeror upon the terms and conditions set forth in the Offer and subject to the terms of this Letter of Transmittal.

The undersigned represents and warrants that he is not a US Person as defined in Regulation S under the United States Securities Act of 1933, unless he has inserted a Taxpayer Identification Number in Box E below.

By reason of the use by the undersigned of an English language form of Letter of Transmittal, the undersigned shall be deemed to have required that any contract evidenced by the Offer as accepted through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l'usage d'une version anglaise de la présente lettre d'envoi par le soussigné, ce dernier et les destinataires sont réputés avoir demandé que tout contrat attesté par l'offre, telle qu'elle est acceptée au moyen de cette lettre d'envoi, de même que tous les documents qui s'y rapportent, soient rédigés exclusivement en anglais.

BLOCK A (See Instructions 3 and 4)		BLOCK B (See Instructions 3 and 4)
ISSUE SHARE CERTIFICATE FOR CGI SHARES AND/OR CHEQUE IN NAME OF:		SEND CERTIFICATE FOR CGI SHARES AND/OR CHEQUE (UNLESS BLOCK C IS CHECKED) TO:
		o Same address as Block A or to:
(Name)		(Name)
(Street Address and Number)		(Street Address and Number)
(City and Province or State)		(City and Province or State)
(Country and Postal (Zip) Code)		(Country and Postal (Zip) Code)
(Tax Identification, Social Insurance or Social Security N^o.)

BLOCK C

o: DELIVER SHARE CERTIFICATE FOR CGI SHARES AND/OR CHEQUE TO PLACE OF DEPOSIT AGAINST COUNTER RECEIPT

BLOCK D

o: CHECK HERE IF COGNICASE SHARES ARE BEING DEPOSITED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

(Name of Registered Holder)

(Date of Execution of Notice)

(Name of Institution which Guaranteed Delivery)

BLOCK E

SUBSTITUTE FORM W-9
To be completed by United States Shareholders only
(See Instruction 10)

Taxpayer Identification Number

(If awaiting TIN, write "Applied For" and complete "Certificate of Payee Awaiting Taxpayer Identification Number" below) Under penalties of perjury, I certify that:

1.: The number shown on this form is my correct tax payer identification number (or I am waiting for a taxpayer identification number to be issued to me), and
2.: I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
3.: I am a US person (including a US resident alien).

Certification Instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item 2.

(Signature)

(Date)

BLOCK F

INVESTMENT DEALER OR BROKER SOLICITING ACCEPTANCE OF THE OFFER
The owner signing above represents that the member of the Soliciting Dealer Group
who solicited and obtained this deposit is: (please print or type)


(Firm)		(Telephone Number)
(Registered Representative)		(Address)


o CHECK HERE IF LIST OF BENEFICIAL OWNERS IS ATTACHED		o CHECK HERE IF DISKETTE TO FOLLOW

Signature guaranteed by (if required under Instruction 4): Dated: , 200 .

Authorized Signature		Signature of Shareholder or Authorized Representative—see Instruction 5
Name of Guarantor		Name of Shareholder
Address		Name of Authorized Representative, if applicable
		Daytime Phone Number of Shareholder or Authorized Representative

INSTRUCTIONS AND RULES

1. Use of Letter of Transmittal

(a): This Letter of Transmittal (or a manually signed facsimile thereof) together with accompanying certificates representing the Deposited Shares must be received by the Depositary at any of the offices specified on the back cover page at or before 5:00 p.m. (Montreal time) on January 13, 2003, unless the Offer is extended or unless the procedure for guaranteed delivery set out in Instruction 2 below is used.
(b): The method used to deliver this Letter of Transmittal and any accompanying certificates representing Cognicase Shares is at the option and risk of the holder, and delivery will be deemed effective only when such documents are actually received. The Offeror recommends that the necessary documentation be hand delivered to the Depositary, at any of its offices specified below, and a receipt obtained; otherwise the use of registered mail with return receipt requested, properly insured, is recommended. Beneficial holders of Cognicase Shares whose Cognicase Shares are registered in the name of a stockbroker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing those Cognicase Shares.

2. Procedure for Guaranteed Delivery

If a Shareholder wishes to deposit Cognicase Shares under the Offer and (i) the certificate(s) representing such Cognicase Shares are not immediately available or (ii) the Shareholder is not able to deliver the certificate(s) representing such Cognicase Shares and all other required documents to be delivered to the Depositary at or prior to the Expiry Time, such Cognicase Shares may nevertheless be deposited provided that all of the following conditions are met:

(a): the deposit is made by or though an Eligible Institution (as defined below);
(b): a properly completed and duly executed Notice of Guaranteed Delivery in the form accompanying the Offer, or a manually executed facsimile thereof, properly completed and executed, together with a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery, is received by the Depositary at its office in Toronto (by hand, facsimile transmission or mail) at or prior to the Expiry Time; and
(c): the certificate(s) representing the Deposited Shares, in proper form for transfer, together with this Letter of Transmittal, or a manually executed facsimile thereof, properly completed and executed, and all other documents required by this Letter of Transmittal are received by the Depositary at its office in Toronto at or before 5:00 p.m. (Montreal time) on the third trading day on the TSX after the Expiry Time. To constitute delivery for the purpose of satisfying a guaranteed delivery, this Letter of Transmittal and accompanying certificate(s) representing Cognicase Shares must be delivered to the Depositary at its office in Toronto indicated below.

An "Eligible Institution" means a Canadian schedule 1 chartered bank, a major trust company in Canada, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP), or a member of the New York Stock Exchanges, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States.

3. Signatures

(a)

This Letter of Transmittal must be filled in and signed by the holder of Cognicase Shares accepting the Offer described above or by such holder's duly authorized representative (in accordance with Instruction 5).

(b)

If this Letter of Transmittal is signed by the registered owner(s) of the accompanying certificate(s), such signature(s) on this Letter of Transmittal must correspond with the name(s) as registered or as written on the face of such certificate(s) without any change whatsoever, and the certificate(s) need not be endorsed. If such transmitted certificate(s) are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

(c)

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the accompanying certificate(s):

(i): such deposited certificate(s) must be endorsed or accompanied by an appropriate share transfer power of attorney duly and properly completed by the registered owner(s); and
(ii): the signature(s) on such endorsement or power of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the certificate(s) and must be guaranteed as noted in Instruction 4 below.

4. Guarantee of Signatures

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Deposited Shares, or if Deposited Shares not purchased are to be returned to a person other than such registered owner(s) or sent to an address other than the address of the registered owner(s) as shown on the share register of Cognicase or if payment is to be issued in the name of a person other than the registered owner(s) of the Deposited Shares, such signature must be guaranteed by an Eligible Institution (except that no guarantee is required if the signature is that of an Eligible Institution).

5. Fiduciaries, Representatives and Authorizations

Where this Letter of Transmittal is executed by a person acting as an executor, administrator, trustee or guardian, or on behalf of a corporation, partnership or association or is executed by any other person acting in a representative capacity, such person should so indicate when signing and this Letter of Transmittal must be accompanied by satisfactory evidence of the authority to act. The Offeror or the Depositary, at their discretion, may require additional evidence of authority or additional documentation.

6. Partial Tenders

If less than the total number of Cognicase Shares evidenced by any certificate submitted is to be tendered, fill in the number of Cognicase Shares to be tendered in the appropriate space on this Letter of Transmittal. In such case, new certificate(s) for the number of Cognicase Shares not deposited will be sent to the registered holder as soon as practicable after the Expiry Time. The total number of Cognicase Shares evidenced by all certificates delivered will be deemed to have been deposited unless otherwise indicated.

7. Solicitation

Identify the investment dealer or broker, if any, who solicited acceptance of the Offer by completing the appropriate box on this Letter of Transmittal and present a list of beneficial holders, if applicable.

8. Miscellaneous

(a): If the space on this Letter of Transmittal is insufficient to list all certificates for Cognicase Shares, additional certificate numbers and number of Cognicase Shares may be included on a separate signed list affixed to this Letter of Transmittal.
(b): If Cognicase Shares are registered in different forms (e.g., "John Doe" and "J. Doe") a separate Letter of Transmittal should be signed for each different registration.
(c): No alternative, conditional or contingent deposits will be acceptable and no fractional Cognicase Shares will be purchased. All depositing Shareholders by execution of this Letter of Transmittal (or a facsimile hereof) waive any right to receive any notice of the acceptance of Deposited Shares for payment.
(d): The Offer and any agreement resulting from the acceptance of the Offer will be construed in accordance with and governed by the laws of the Province of Québec and the laws of Canada applicable therein.
(e): Additional copies of the Offer and the Circular, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Depositary or the Dealer Managers at any of their respective offices at the addresses listed below.

9. Lost Certificates

If a share certificate has been lost or destroyed, this Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, to the Depositary. The Depositary will forward such letter to Cognicase's registrar and transfer agent for the Cognicase Shares so that the transfer agent may provide replacement instructions. If a share certificate has been lost or destroyed, please ensure that you provide your telephone number to the Depositary so that the Depositary or the transfer agent for the Cognicase Shares may contact you.

10. Backup US Federal Income Tax Withholding and Substitute Form W-9

Under US federal income tax law, payments that may be made by the Offeror on account of Cognicase Shares deposited pursuant to the Offer may be subject to backup withholding at a rate of 30%. To avoid backup withholding, a Shareholder who is a US person should provide the Depositary with such Shareholder's correct taxpayer identification number ("TIN") (or certify that such taxpayer is awaiting a TIN) and provide certain other information by completing the Substitute Form W-9 enclosed with this Letter of Transmittal. Failure to complete the Substitute Form W-9 will not by itself cause the Cognicase Shares to be deemed invalidly tendered. If, however, the Depository is not provided with the correct TIN, the Internal Revenue Service may subject the US Shareholder or other payee to a fifty-dollar ($50) penalty. In addition, payments that are made to a US Shareholder or other payee with respect to Cognicase Shares deposited pursuant to the Offer may be subject to backup withholding at the applicable rate (thirty percent (30%) in 2002 and 2003).

Certain Shareholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements.

If backup withholding applies, the Depository is required to withhold thirty percent (30%) of any payments made to the US Shareholder or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS, provided that the appropriate information is furnished to the IRS.

If the US Shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future and so indicates on the Substitute Form W-9, the Depository may retain

thirty percent (30%) of the payments made prior to the time a properly certified TIN is provided to the Depository. If the Shareholder properly certifies its TIN to the Depository within sixty (60) days on the date of the Substitute Form W-9, the Depository will remit such amount retained to the Shareholder. If, however, the Shareholder has not properly certified its TIN to the Depository within such sixty (60) day period, the Depository will remit such previously retained amount to the IRS as backup withholding.

What number to give the Depository: The Shareholder is required to give the Depository the TIN of the registered holder of the Cognicase Shares or of the last transferee appearing on the transfers attached to, or endorsed on, the Cognicase Shares, unless payment is to be made to a beneficial owner other than the registered holder. In such case, backup withholding will apply unless such beneficial owner, rather than the registered holder, completes the Substitute Form W-9.

THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE (TOGETHER WITH CERTIFICATES FOR COGNICASE SHARES AND ALL OTHER REQUIRED DOCUMENTS) OR THE NOTICE OF GUARANTEED DELIVERY OR A MANUALLY SIGNED FACSIMILE THEREOF MUST BE RECEIVED BY THE DEPOSITARY AT OR BEFORE THE EXPIRY TIME OF THE OFFER.

Offices of the Depositary

COMPUTERSHARE TRUST COMPANY OF CANADA

By Mail

P.O. Box 7021
31 Adelaide Street East
Toronto, Ontario M5C 3H2

Toll Free: 1-800-564-6253

E-mail: caregistryinfo@computershare.com

By Hand or Courier		By Hand or Courier
100 University Avenue 9^th Floor Toronto, Ontario M5J 2Y1		650 de Maisonneuve Street West 7^th Floor Montreal, Québec
Attention: Corporate Actions		Attention: Corporate Actions

Any questions and requests for assistance may be directed by Shareholders
to the Depositary at its telephone number set out above.

THIS IS NOT A LETTER OF TRANSMITTAL

NOTICE OF GUARANTEED DELIVERY
FOR DEPOSIT OF COMMON SHARES
of
COGNICASE INC.
Pursuant to the Offer and Circular dated December 6, 2002
of
CGI GROUP INC.

THE OFFER (AS DEFINED BELOW), WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (MONTREAL TIME) ON JANUARY 13, 2003, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN.

This Notice of Guaranteed Delivery must be used by holders of common shares ("Cognicase Shares") of Cognicase Inc. ("Cognicase") who wish to deposit their Cognicase Shares under the offer to purchase Cognicase Shares (the "Offer") set out in the Offer and the accompanying Circular (collectively, together with the schedules to the Circular, the "Offer and Circular") dated December 6, 2002 made by CGI Group Inc. ("CGI" or the "Offeror") only if certificates representing the Cognicase Shares are not immediately available or time will not permit all required documents to reach Computershare Trust Company of Canada (the "Depositary") at or before the Expiry Time. This Notice of Guaranteed Delivery may be delivered by hand, mailed or transmitted by facsimile transmission to the Toronto office of the Depositary set out below and must be received by the Depositary at or prior to the Expiry Time.

The terms and conditions of the Offer are incorporated by reference in this Notice of Guaranteed Delivery. Capitalized terms used and not defined in this Notice of Guaranteed Delivery which are defined in the Offer and Circular shall have the respective meanings set out therein.

TO:		CGI GROUP INC.
AND TO:		COMPUTERSHARE TRUST COMPANY OF CANADA, as Depositary

Depositary:
By Mail, Hand or Courier
Computershare Trust Company of Canada
100 University Avenue
9^th Floor
Toronto, ON
M5J 2Y1
By Facsimile Transmission
(416) 981-9663

Delivery of this Notice of Guaranteed Delivery to the address, or transmission of this Notice of Guaranteed Delivery via a facsimile number, other than as set forth above does not constitute a valid delivery.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box in the Letter of Transmittal.

The undersigned hereby deposits with the Offeror, upon the terms and conditions set forth in the Offer and the Letter of Transmittal, receipt of which is hereby acknowledged, the Cognicase Shares listed below pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer, "Manner of Acceptance—Procedure for Guaranteed Delivery".

NOTE: DO NOT SEND CERTIFICATES FOR COGNICASE SHARES WITH THIS NOTICE OF GUARANTEED DELIVERY, CERTIFICATES FOR COGNICASE SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

(This table is to be completed by holders of Cognicase Shares wishing to tender under the Offer)

Certificate Number		Name in which Certificate is Registered		Number of Cognicase Shares Represented by Certificate (specify class of shares)		Number of Cognicase Shares Tendered* (specify class of shares)






		TOTAL

(If space is insufficient, please attach a list in the above form)

*: Unless otherwise indicated, all Cognicase Shares evidenced by any certificate(s) submitted to the Depositary will be deemed to have been deposited under the Offer.

CASH AND/OR CGI SHARE ELECTION

The undersigned hereby elects to receive under the Offer, for each Cognicase Share represented by the above certificate(s) and deposited to the Offer (the "Deposited Shares"):

Check the appropriate box to indicate your election:

o		CASH OPTION ONLY*
		Cash equal to $4.25 for each Cognicase Share deposited (the "Cash Option"),
OR
o		SHARE OPTION ONLY*
		0.5484 CGI Shares for each Cognicase Share deposited (the "Share Option"),
OR
o		CASH OPTION AND SHARE OPTION*
		Cognicase Shares deposited for cash equal to $4.25 for each Cognicase Share, and
		Cognicase Shares deposited for CGI Shares equal to 0.5484 CGI Shares per Cognicase Share.

If an election is not made or is not properly made, the undersigned will be deemed to have elected the Cash Option in respect of such Deposited Shares.

*: The undersigned acknowledges the Maximum Cash Consideration and the Maximum Share Consideration payable under the Offer and, accordingly, that both the Cash Option and the Share Option are subject to the pro-ration provisions set forth in Section 1 of the Offer.

Name of Shareholder		Signature of Shareholder
Address		Date of Signature

Daytime Phone Number of Shareholder

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a Canadian schedule 1 chartered bank, a major trust company in Canada, a member firm of a recognized stock exchange in Canada, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP), or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States, guarantees the delivery, to the office of the Depositary in Toronto set forth above, of the certificates representing the Cognicase Shares tendered hereby, in proper form for transfer, together with delivery of a properly completed and duly executed Letter of Transmittal in the form enclosed herewith or a originally signed facsimile thereof, and all other documents required by the Letter of Transmittal, all at or before 5:00 p.m. (Montreal time) on the third trading day on The Toronto Stock Exchange after the Expiry Time.

Name of Firm		Authorized Signature
Address of Firm		Name of Signatory
		Title of Signatory
Telephone Number of Firm		Date of Signature

PART II

INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

INDEMNIFICATION

Under the Companies Act (Québec), a company shall assume the defense of its directors and officers in any action prosecuted by a third person for an act done in the exercise of his duties and shall pay damages, if any, resulting from that act, unless the director or officer has committed a grievous offense or a personal offense separable from the exercise of his duties. However, in a penal or criminal proceeding, the company shall assume only the payment of the expenses of its director or officer if he had reasonable grounds to believe that his conduct was in conformity with the law, or the payment of the expenses of a director or officer, if he has been freed or acquitted. The Registrant's bylaws provide that the board of directors may purchase, for the benefit of its directors, officers or their predecessors or any other person who has assumed or who is about to assume a responsibility on behalf of the Registrant or any corporation controlled by it, insurance covering the liability they incur for having acted in their capacity as directors or officers of the company, with the exception of the liability resulting from their own negligence or a personal fault separable from the performance of their duties. The Registrant maintains directors' and officers' liability insurance.

The Registrant has purchased a policy of insurance for the benefit of itself and the directors and officers of the Registrant against liability incurred by the directors and officers in the performance of their duties. The aggregate amount of coverage is U.S. $200 million in respect of any one occurrence. By the terms of the policy, in circumstances where a director or officer has a claim against the Registrant in respect of a loss covered by the policy, the Registrant may claim on the policy for 100% of the loss less the deductible of (i) U.S. $500,000 for claims in the United States, (ii) U.S. $250,000 for claims in Canada, and (iii) U.S. $100,000 for all other claims, applicable to a personal suit against directors claim which may be indemnified by the Registrant under the policy. In addition, where a director or officer has a claim against the insurers in respect of a loss covered by the policy, the director or officer may claim on the policy for 100% of the loss.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers, or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

The following documents are filed as exhibits to this registration statement:

1.1: Press Release dated December 6, 2002.
1.2: Form of Advertisement.
2.1: Form of Letter of Transmittal (included in Part I of this Registration Statement).
2.2: Form of Notice of Guaranteed Delivery (included in Part I of this Registration Statement).
2.3: Lock-Up Agreement dated December 6, 2002 entered into between the Registrant and the National Bank of Canada, a Canadian chartered bank.
2.4: Confidentiality Agreement dated November 28, 2002 entered into between the Registrant and the National Bank of Canada, a Canadian chartered bank.
2.5: Exclusivity Agreement dated November 29, 2002 entered into between the Registrant and the National Bank of Canada, a Canadian chartered bank.
2.6: Form of Depositary Agreement entered into between the Registrant and Computershare Trust Company of Canada.
2.7: Form of Dealer Managers Engagement Letter entered into between the Registrant, CIBC World Markets Inc. and Desjardins Securities Inc.

3.1: Annual Information Form of the Registrant dated February 15, 2002, for the fiscal year ended September 30, 2001.(1)
3.2: Audited Comparative Consolidated Financial Statements of the Registrant and the notes thereto for the fiscal year ended September 30, 2002, together with the auditors' report thereon.(2)
3.3: Management's Discussion and Analysis of Financial Position and Results of Operation of the Registrant for the fiscal year ended September 30, 2002.(2)
3.4: Information Circular of the Registrant dated December 12, 2001 in connection with the annual general meeting of shareholders held on January 21, 2002, excluding those portions thereof which appear under the headings "Report of the Human Resources and Corporate Governance Committee on the Remuneration of Directors and Named Executive Officers", "Remuneration of Named Executive Officers—Performance Graph" and "Corporate Governance" in the Information Circular (which portions shall be deemed not to have been incorporated by reference).
4.1: Consent of Samson Bélair Deloitte & Touche, Chartered Accountants (included in Part I of this Registration Statement).
4.2: Consent of McCarthy Tétrault LLP (included in Part I of this Registration Statement).
5.1: Power of Attorney of certain officers and directors of the Registrant.

(1): Incorporated by reference to the Registrant's Form 6-K (File No. 000-29716) filed January 22, 2002.
(2): Incorporated by reference to the Registrant's Form 6-K (File No. 000-29716) filed December 6, 2002.

PART III

UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertakings.

(a) Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form F-8 or to transactions in said securities.

(b) Registrant further undertakes to disclose in the United States, on the same basis as it is required to make such disclosure pursuant to any applicable Canadian federal and/or provincial or territorial law, regulation or policy, information regarding purchases of the Registrant's securities or of the subject issuer's securities during the exchange offer. Such information shall be set forth in amendments to this form.

Item 2. Consent to Service of Process.

(a) Registrant has filed with the Commission a written irrevocable consent and power of attorney on Form F-X.

(b) Any change to the name or address of the agent for service of the Registrant shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of this registration statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Montreal, Province of Québec, Canada, as of the 6th day of December, 2002.

		CGI GROUP INC. (Registrant)
		By:	/s/ SERGE GODIN Serge Godin, Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Capacity	Date

/s/ SERGE GODIN Serge Godin	Chairman of the Board and Chief Executive Officer	December 6, 2002
/s/ JEAN BASSARD Jean Bassard	Vice Chairman of the Board	December 6, 2002
/s/ PAUL DORÉ Paul Doré	Executive Vice President, Chief Corporate Officer and Director	December 6, 2002
/s/ ANDRÉ IMBEAU André Imbeau	Executive Vice President, Chief Financial Officer and Director	December 6, 2002
/s/ DAVID ANDERSON David Anderson	Senior Vice President and Corporate Controller	December 6, 2002
/s/ YVAN ALLAIRE Yvan Allaire	Director	December 6, 2002
/s/ WILLIAM D. ANDERSON William D. Anderson	Director	December 6, 2002
/s/ CLAUDE BOIVIN Claude Boivin	Director	December 6, 2002
/s/ CLAUDE CHAMBERLAND Claude Chamberland	Director	December 6, 2002
/s/ DAVID L. JOHNSTON David L. Johnston	Director	December 6, 2002

/s/ EILEEN A. MERCIER Eileen A. Mercier	Director	December 6, 2002
/s/ C. WESLEY M. SCOTT C. Wesley M. Scott	Director	December 6, 2002
/s/ SIIM A. VANASELJA Siim A. Vanaselja	Director	December 6, 2002

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the Authorized Representative has duly caused this Registration Statement to be signed on its behalf by the undersigned, solely in its capacity as the duly authorized representative of CGI Group Inc. in the United States, on December 5, 2002.

		CGI Information Systems & Management Consultants, Inc. (Authorized Representative)
		By:		/s/ JOE SALIBA Joe Saliba, President

EXHIBIT INDEX


1.1		Press Release dated December 6, 2002.
1.2		Form of Advertisement.
2.1		Form of Letter of Transmittal (included in Part I of this Registration Statement).
2.2		Form of Notice of Guaranteed Delivery (included in Part I of this Registration Statement).
2.3		Lock-Up Agreement dated December 6, 2002 entered into between the Registrant and the National Bank of Canada, a Canadian chartered bank.
2.4		Confidentiality Agreement dated November 28, 2002 entered into between the Registrant and the National Bank of Canada, a Canadian chartered bank.
2.5		Exclusivity Agreement dated November 29, 2002 entered into between the Registrant and the National Bank of Canada, a Canadian chartered bank.
2.6		Form of Depositary Agreement entered into between the Registrant and Computershare Trust Company of Canada.
2.7		Form of Dealer Managers Engagement Letter entered into between the Registrant, CIBC World Markets Inc. and Desjardins Securities Inc.
3.1		Annual Information Form of the Registrant dated February 15, 2002, for the fiscal year ended September 30, 2001.(1)
3.2		Audited Comparative Consolidated Financial Statements of the Registrant and the notes thereto for the fiscal year ended September 30, 2002, together with the auditors' report thereon.(2)
3.3		Management's Discussion and Analysis of Financial Position and Results of Operation of the Registrant for the fiscal year ended September 30, 2002.(2)
3.4		Information Circular of the Registrant dated December 12, 2001 in connection with the annual general meeting of shareholders held on January 21, 2002, excluding those portions thereof which appear under the headings "Report of the Human Resources and Corporate Governance Committee on the Remuneration of Directors and Named Executive Officers", "Remuneration of Named Executive Officers—Performance Graph" and "Corporate Governance" in the Information Circular (which portions shall be deemed not to have been incorporated by reference).
4.1		Consent of Samson Bélair Deloitte & Touche, Chartered Accountants (included in Part I of this Registration Statement).
4.2		Consent of McCarthy Tétrault LLP (included in Part I of this Registration Statement).
5.1		Power of Attorney of certain officers and directors of the Registrant.

(1): Incorporated by reference to the Registrant's Form 6-K (File No. 000-29716) filed January 22, 2002.
(2): Incorporated by reference to the Registrant's Form 6-K (File No. 000-29716) filed December 6, 2002.

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PART I INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Item 1. Home Jurisdiction Documents

Item 2. Informational Legends

Item 3. Incorporation of Certain Information by Reference

Item 4. List of Documents Filed with the Commission

NOTICE TO SHAREHOLDERS IN THE UNITED STATES
FORWARD LOOKING STATEMENTS
TABLE OF CONTENTS
DEFINITIONS
SUMMARY
CONSENT OF COUNSEL
CONSENT OF AUDITORS
APPROVAL AND CERTIFICATES
SCHEDULE "A" Additional Information Concerning CGI CGI Group Inc. Table of Contents
SCHEDULE "B" Unaudited pro forma condensed consolidated financial statements
Table of Contents
Unaudited pro forma condensed consolidated financial statements Compilation report
CGI GROUP INC. Unaudited pro forma condensed consolidated statement of earnings year ended September 30, 2002
CGI GROUP INC. Unaudited pro forma condensed consolidated balance sheet as at September 30, 2002
CGI GROUP INC. Notes to unaudited pro forma condensed consolidated financial statements year ended September 30, 2002
INSTRUCTIONS AND RULES
NOTICE OF GUARANTEED DELIVERY
PART II
PART III UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertakings.

Item 2. Consent to Service of Process.

SIGNATURES
AUTHORIZED REPRESENTATIVE
EXHIBIT INDEX
EX-1.1 3 a2095624zex-1_1.htm EXHIBIT 1.1
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Exhibit 1.1

CGI Group announces bid for acquisition of
COGNICASE Inc.

Montreal, Quebec—December 6, 2002—CGI Group Inc. (CGI) (TSX: GIB.A; NYSE: GIB) announced today its offer to purchase all of the outstanding common shares of COGNICASE Inc. (COGNICASE) (TSX: COG; Nasdaq: COGI). In connection with this offer, CGI has entered into a lock-up agreement with the largest shareholder (9,450,187 shares or approximately 15%) and largest client of COGNICASE, National Bank of Canada, whereby National Bank of Canada has agreed that it will tender its shares to CGI. Additionally, provided that CGI's bid is successfully completed and subject to the negotiation of certain mutually acceptable terms, the outsourcing contracts in existence between COGNICASE and National Bank of Canada will be extended for a period of ten years, effective on the date of closing.

At the option of the holder, CGI will offer for each share of COGNICASE, $4.25 cash or 0.5484 Class A Subordinate Shares of CGI, or a combination thereof, subject to a maximum aggregate cash consideration and maximum aggregate share consideration representing in each case on any take-up date an amount equal to 50% of the aggregate offer price payable under the offer on such take-up date. The fraction of CGI share offered is based on the weighted average closing price of CGI shares of $7.75 for the last 10 days. The offer will be made to all holders of common shares of COGNICASE and is open for acceptance until 5:00 pm (Eastern time) on January 13, 2003 unless withdrawn or extended.

The offer price of $4.25 represents a premium of 39.9% over the 20-day weighted average closing price of the COGNICASE shares and a premium of 50.4% over the 90-day weighted average closing price of the COGNICASE shares on the TSX.

Serge Godin, Chairman of the Board and CEO of CGI, said, "CGI believes that the offer price represents an attractive premium to COGNICASE shareholders. Moreover, because of CGI's extensive track record in integrating acquisitions, and its ability to achieve efficiency gains and realize synergies, we expect the transaction to be accretive to earnings."

Subsequent to this transaction, CGI will have a stronger presence in some of its key industry vertical sectors, including financial services and governments, while also increasing its critical mass in the fast growing business process outsourcing segment. The acquisition would also augment CGI's presence in Western Canada as well as in the US. Serge Godin added, "This transaction is consistent with CGI's three-year strategic plan as it will contribute to the ongoing consolidation of the Canadian IT services industry. It will provide greater stability to the clients of COGNICASE and CGI, while ensuring they have access to a broader range of IT services. The integration of COGNICASE and CGI will provide our professionals with a wider variety of career challenges and possibilities, in a very stimulating environment. CGI is very conscious that its success is dependent on a strong, embedded culture which is based on the satisfaction and well-being of its members. On behalf of CGI, I would warmly welcome all COGNICASE professionals to join us in our quest to build a world champion in information technology and business processing services."

This offer is conditional upon at least (i) 66²/3% of the outstanding COGNICASE shares and (ii) 50.01% of the outstanding COGNICASE shares other than those COGNICASE shares held by persons whose COGNICASE shares would not be included as part of the "minority" in connection with any subsequent acquisition transaction, being validly deposited under the offer and not withdrawn as at 5:00 pm (Eastern time) on January 13, 2003, among other things.

CGI has engaged CIBC World Markets Inc. and Desjardins Securities Inc. to act as dealer managers under the Offer.

The management of CGI will host a conference call to discuss this release today, December 6, 2002, at 9:30 am. ET. Investors may participate by dialing 888-638-1043 or listen through our website at www.cgi.com. A replay of the call will be available on our website or by dialing 800-558-5253, #21078083.

About CGI

Founded in 1976, CGI is the fourth largest independent information technology services firm in North America, based on its headcount. CGI and its affiliated companies employ more than 14,600 professionals. CGI's annualized revenue run-rate totals CDN$2.3 billion (US$1.5 billion). As at September 30, 2002, CGI's order backlog totalled CDN$10.4 billion (US$6.7 billion). CGI provides end-to-end IT services and business solutions to more than 3,000 clients worldwide from more than 60 offices. CGI's shares are listed on the TSX (GIB.A) and the NYSE (GIB). They are included in the TSX 100 Composite Index as well as the S&P/TSX Canadian Information Technology and Canadian MidCap Indices. Website: www.cgi.com

Forward-Looking Statements

All statements in this press release that do not directly and exclusively relate to historical facts constitute "forward-looking statements" within the meaning of that term in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. These statements represent CGI Group Inc.'s intentions, plans, expectations, and beliefs, and are subject to risks, uncertainties, and other factors, of which many are beyond the control of the Company. These factors could cause actual results to differ materially from such forward-looking statements.

These factors include and are not restricted to the timing and size of contracts, acquisitions and other corporate developments; the ability to attract and retain qualified employees; market competition in the rapidly-evolving information technology industry; general economic and business conditions, foreign exchange and other risks identified in the Management's Discussion and Analysis (MD&A) in CGI Group Inc.'s Annual Report or Form 40-F filed with the SEC, the Company's Annual Information Form filed with the Canadian securities authorities, as well as assumptions regarding the foregoing. The words "believe", "estimate", "expect", "intend", "anticipate", "foresee", "plan", and similar expressions and variations thereof, identify certain of such forward-looking statements, which speak only as of the date on which they are made. In particular, statements relating to future revenue from outsourcing contracts are forward-looking statements. CGI disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.

For more information:

CGI:
Investor relations
Julie Creed
Vice-president, investor relations
(514) 841-3200

Media relations
Ronald White
Director, investor relations
(514) 841-3230

Eileen Murphy
Director, media relations
(514) 841-3430

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Exhibit 1.1

CGI Group announces bid for acquisition of COGNICASE Inc.
EX-1.2 4 a2095624zex-1_2.htm EXHIBIT 1.2
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Exhibit 1.2

CGI GROUP INC.

OFFER TO PURCHASE
all of the outstanding common shares of

COGNICASE INC.

on the basis of, at the option of the holder, for each Cognicase Share,
Cdn. $4.25 cash
or
0.5484 Class A Subordinate Shares of CGI Group Inc.,

or any combination thereof,
subject to the maximum aggregate cash consideration and maximum aggregate share consideration
(and corresponding pro-ration) set out in the Offer

CGI Group Inc. ("CGI" or the "Offeror") has commenced an offer dated December 6, 2002 (the "Offer") to purchase all of the outstanding common shares (including common shares which may become outstanding after the date of the Offer upon the exercise of outstanding options and other securities, instruments and rights convertible or exchangeable into common shares of Cognicase Inc. ("Cognicase") or entitling the holder thereof to acquire common shares) (the "Cognicase Shares"). The Offer will be open for acceptance until 5:00 p.m. (Montreal time) on January 13, 2003 unless withdrawn or extended. On December 5, 2002, the last trading day prior to the date of announcement of the Offer, the closing price of the Cognicase Shares on the Toronto Stock Exchange (the "TSX") and on The Nasdaq National Market ("Nasdaq") was Cdn. $3.40 and US $2.17, respectively, and the 20-day and 90-day weighted average closing price of the Cognicase Shares on the TSX was Cdn. $3.04 and Cdn. $2.83, respectively. On such date, the Offer represents a 25% premium over the closing price of the Cognicase Shares on the TSX, and a 39.9% and 50.4% premium over the 20-day and 90-day weighted average closing price of the Cognicase Shares on the TSX, respectively.

The Offer is conditional upon, among other things, at least (i) 66²/3% of the outstanding Cognicase Shares and (ii) 50.01% of the outstanding Cognicase Shares other than those Cognicase Shares held by persons whose Cognicase Shares would not be included as part of the "minority" in connection with any subsequent acquisition transaction, being validly deposited under the Offer and not withdrawn as at 5:00 p.m. (Montreal time) on January 13, 2003 or such later time or times and date or dates to which the Offer may be extended from time to time by the Offeror in respect of the Offer.

CGI is the largest independent Canadian information technology (IT) services company and the fourth largest independent in North America. Headquartered in Montreal, CGI's operations are organized along geographic lines with three strategic business units: Canada and Europe, US and Asia Pacific and business process services, along with corporate services. CGI provides end-to-end IT services in six economic sectors: financial services, telecommunications, manufacturing/retail/distribution, governments, utilities and services, as well as healthcare. Some 72% of CGI's business is in the management of IT and business functions (outsourcing), and 28% in systems integration and consulting.

For further information or assistance with the Offer, contact CIBC World Markets Inc., Desjardins Securities Inc. or your financial or legal advisor.

CIBC World Markets Inc.
(514) 847-6300

Desjardins Securities Inc.
(514) 281-2244

This advertisement is neither an offer to purchase, nor an offer to sell the Cognicase Shares. The Offer is made solely by the Offer and Circular dated December 6, 2002 and related Letter of Transmittal and Notice of Guaranteed Delivery (the "Offer Documents") filed by the Offeror with all securities commissions or similar regulatory authorities in Canada and which will be made available by such authorities through the Internet at www.sedar.com. The Offeror will mail the Offer Documents to all shareholders named on the shareholders list, requested from Cognicase on December 6, 2002, within two business days of receipt of such list from Cognicase. The Offer will be commenced in the Province of Québec on the date that the Offer Documents are mailed to the shareholders of Cognicase on such list who are resident in Québec.

The Offer is not being made to, nor will deposits be accepted from or on behalf of, holders of Cognicase Shares in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer to holders of Cognicase Shares in any such jurisdiction.

The information contained in this advertisement is a summary only of the more detailed information appearing in the Offer Documents. Shareholders are urged to read the Offer Documents in their entirety.

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Exhibit 1.2

EX-2.3 5 a2095624zex-2_3.htm EXHIBIT 2.3
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Exhibit 2.3

LOCK-UP AGREEMENT

THIS AGREEMENT is made on December 6, 2002.

B E T W E E N:

NATIONAL BANK OF CANADA, a bank established under the Bank Act (Canada)

(the "Vendor")

- and -

CGI GROUP INC., a company incorporated under the laws of the province of Québec

(the "Purchaser")

WHEREAS the Vendor, itself and through its wholly-owned subsidiaries, National Bank Group Inc. ("NBG") and National Bank Financial Inc. (together, the "Bank Subsidiaries") is the registered or beneficial owner of 9,450,187 common shares (the "Vendor Shares") in the share capital of Cognicase Inc. (the "Corporation");

AND WHEREAS the Purchaser wishes to acquire, directly or indirectly, all of the outstanding common shares in the share capital of the Corporation;

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

1. The Offer

The Purchaser, either directly, together with or through a wholly-owned subsidiary (individually or collectively, the "Offeror") agrees to make an offer to purchase all of the Shares on the basis described in Schedule A (the "Offer"). All terms not defined herein shall have the meaning ascribed thereto in Schedule B.

2. Deposit by Vendor

(a)

Subject to Section 6 hereof, the Vendor agrees with the Purchaser:

(i): to, and to cause the Bank Subsidiaries to, irrevocably deposit the Vendor Shares under the Offer, together with duly executed letters of transmittal in respect of the Vendor Shares completed in accordance with the terms of the Offer, not later than two business days after the mailing date of the Offer by the Offeror; and
(ii): thereafter, subject to the provisions of the Pre-Notification Agreement, not to withdraw the Vendor Shares from the Offer under any circumstances notwithstanding any statutory or other right of withdrawal the Vendor may otherwise have, unless this Agreement is terminated in accordance with the provisions hereof.

(b): The performance by the Vendor of its obligations under Sections 2(a) and 5(a) is conditional upon all of the representations and warranties of the Purchaser set out in this Agreement being true and correct in all material respects as of the date hereof and as of the mailing date of the Offer as if made on that date and all of the covenants and obligations of the Purchaser and the Offeror set out in this Agreement shall have been complied with at the mailing date of the Offer and this Agreement shall not have been terminated in accordance with the terms hereof.
(c): The conditions precedent under Section 2(b) are for the exclusive benefit of the Vendor and may be waived by the Vendor at any time and from time to time in whole or in part, without prejudice to any other rights which the Vendor may have.

3. Conditions Precedent to Making the Offer

The obligations of the Purchaser and the Offeror to proceed with the Offer shall be conditional upon the following:

(a): the Purchaser and the Vendor shall have entered into this Agreement;
(b): concurrently with the execution of this Agreement, the Vendor shall have caused NBG to pre-notify the Corporation of its intention to sell the Vendor Shares to the Purchaser under the terms of the Offer in accordance with the terms and conditions of the agreement entered into between NBG and the Corporation on May 31, 2000 (the "Pre-Notification Agreement");
(c): no circumstances shall exist and no event shall have occurred that render it impossible or unlawful for the conditions of the Offer set forth in Schedule A to be satisfied;
(d): all of the representations and warranties of the Vendor set out in this Agreement shall be true and correct in all material respects at the commencement of the Offer as if made on that date and all of the covenants and obligations of the Vendor set out in this Agreement and to be complied with prior to or at the commencement of the Offer shall have been complied with at the commencement of the Offer and this Agreement shall not have been terminated in accordance with the terms hereof; and
(e): all regulatory approvals, orders, rulings and consents (including any consents required by the Toronto Stock Exchange and the New York Stock Exchange) which, in the determination of the Purchaser and the Offeror, are necessary to proceed with the Offer shall have been obtained.

The foregoing conditions precedent to the making of the Offer set forth in this Section 3 are for the exclusive benefit of the Purchaser and the Offeror and may be waived by the Purchaser and the Offeror at any time in whole or in part, without prejudice to any other rights which the Purchaser and the Offeror may have, and shall be deemed to have been waived or satisfied by the commencement of the Offer. If any of the conditions set forth in this Section 3 is not satisfied and has not been waived by the commencement of the Offer, the Purchaser shall be entitled to terminate this Agreement.

4. Representations, Warranties and Covenants

(a)

The Vendor represents, warrants and covenants to and with the Purchaser (and acknowledges that the Purchaser is relying upon these representations, warranties and covenants in entering into this Agreement) that:

(i): The Vendor is a Bank duly established and existing under the Bank Act (Canada).
(ii): The Vendor has the corporate power and capacity to enter into, and, subject to the provisions of the Pre-Notification Agreement, to perform its, and cause the Bank Subsidiaries to perform their, obligations under, this Agreement. The execution and delivery of this Agreement has been duly authorized by all necessary corporate action on the part of the Vendor. This Agreement constitutes a valid and binding obligation enforceable against the Vendor in accordance with its terms, subject to the usual exceptions as to bankruptcy, insolvency and similar laws of general application and the availability of equitable remedies and subject to the provisions of the Pre-Notification Agreement.
(iii): The Vendor, itself and through the Bank Subsidiaries, is the registered or beneficial owner of the Vendor Shares with good and marketable title thereto, free of all liens, charges, mortgages, hypothecs, security interests and adverse or other interests of any nature whatsoever ("Charges"), subject to the provisions of the Pre-Notification

Agreement. The Vendor has full legal right, power and authority to, and to cause the Bank Subsidiaries to, deposit the Vendor Shares under the Offer and to, and to cause the Bank Subsidiaries to, sell the Vendor Shares to the Purchaser free of all Charges. Except for the Pre-Notification Agreement, no person has any agreement or option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement for the purchase of all or any portion of the Vendor Shares or of any interest therein. The Vendor Shares constitute all of the Shares beneficially owned, directly or indirectly, by the Vendor.

(iv): Neither the entering into of this Agreement by the Vendor nor the performance by the Vendor and the Bank Subsidiaries of their obligations under this Agreement will, subject to the provisions of the Pre-Notification Agreement, contravene, breach or result in any default under the constating documents or other organizational documents of the Vendor or the Bank Subsidiaries or under any agreement, arrangement, understanding or other legally binding commitments to which the Vendor or the Bank Subsidiaries is a party or by which the Vendor or the Bank Subsidiaries may be bound.
(v): The Vendor and the Bank Subsidiaries are not "non-residents" of Canada within the meaning of the Income Tax Act (Canada).

The representations, warranties and covenants of the Vendor set forth in Section 4(a) shall survive the completion of the sale and purchase of the Vendor Shares under the Offer and, notwithstanding such completion, will continue in full force and effect for the benefit of the Offeror for a period of two years from the date thereof.

(b)

The Purchaser, for itself and for and on behalf of the Offeror, represents, warrants and covenants to the Vendor (and acknowledges that the Vendor is relying upon these representations, warranties and covenants in entering into this Agreement) that:

(i): The authorized share capital of the Purchaser is comprised of an unlimited number of First Preferred Shares, issuable in series, Second Preferred Shares, issuable in series, Class A Subordinate Shares (the "Class A Shares") and Class B Shares (multiple voting) of which, as at September 30, 2002, 339,900,257 Class A Shares and 40,799,774 Class B Shares were validly issued and outstanding as fully paid and non-assessable. The Class A Shares are listed and posted for trading on the Toronto Stock Exchange and the New York Stock Exchange. If the Offeror is another entity than the Purchaser, the Purchaser will be the sole registered and beneficial owner of all of the issued and outstanding shares and of all securities convertible or exchangeable into shares in the capital of the Offeror.
(ii): The Purchaser is duly incorporated and organized and is validly existing under the laws of the Province of Québec. If the Offeror is another entity than the Purchaser, the Offeror shall be duly incorporated, formed or established, as the case may be, and organized and shall be validly existing under the laws applicable to it.
(iii): The Purchaser has the corporate power and capacity to enter into this Agreement and the other transactions contemplated by this Agreement, and to perform its obligations hereunder and under such other transactions. The execution and delivery of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser. This Agreement constitutes a valid and binding obligation enforceable against the Purchaser in accordance with its terms, subject to the usual exceptions as to bankruptcy, insolvency and similar laws of general application and the availability of equitable remedies.

(iv): If the Offeror is another entity than the Purchaser: (a) the Offeror shall have the corporate power and capacity to enter into the transactions contemplated by this Agreement, and to perform its obligations hereunder and under such other transactions; (b) the consummation by the Offeror of the transactions contemplated by this Agreement shall have been duly authorized by all necessary corporate action on the part of the Offeror; and (c) this Agreement shall constitute a valid and binding obligation enforceable against the Offeror in accordance with its terms, subject to the usual exceptions as to bankruptcy, insolvency and similar laws of general application and the availability of equitable remedies.
(v): None of (A) the execution and delivery by the Purchaser of this Agreement, (B) the performance by the Purchaser of its obligations hereunder or (C) the completion of the transactions contemplated herein will result in the imposition of any encumbrance, charge or lien upon any of the assets of the Purchaser or give rise to any right of termination or acceleration of indebtedness, or cause any indebtedness to come due before its stated maturity, under any material agreement, contract, indenture, deed of trust, mortgage, bond, instrument, license, franchise or permit to which the Purchaser is a party or by which it is bound or permit or result in any loss of any material rights or assets or any interest therein held by the Purchaser.
(vi): If the Offeror is another entity than the Purchaser, none of (A) the performance by the Offeror of its obligations hereunder or (B) the completion of the transactions contemplated herein will result in the imposition of any encumbrance, charge or lien upon any of the assets of the Offeror or give rise to any right of termination or acceleration of indebtedness, or cause any indebtedness to come due before its stated maturity, under any material agreement, contract, indenture, deed of trust, mortgage, bond, instrument, license, franchise or permit to which the Offeror is a party or by which it is bound or permit or result in any loss of any material rights or assets or any interest therein held by the Offeror.
(vii): Other than in connection with or in compliance with the provisions of applicable Securities Laws and the Competition Act (Canada) (the "Competition Act") and the Hart-Scott Rodino Antitrust Improvements Act of 1976 (United States), no authorization, consent or approval of, or filing with, any public body, court or authority, and no authorization, consent or approval of any other party, is necessary for the consummation by the Purchaser of its obligations under this Agreement or for the consummation by the Purchaser of the Offer.
(viii): If the Offeror is another entity than the Purchaser, other than in connection with or in compliance with the provisions of applicable Securities Laws and the Competition Act and the Hart-Scott Rodino Antitrust Improvements Act of 1976 (United States), no authorization, consent or approval of, or filing with, any public body, court or authority, and no authorization, consent or approval of any other party, shall be necessary for the consummation by the Offeror of its obligations under this Agreement or for the consummation by the Offeror of the Offer.
(ix): The Purchaser is not a party to, bound or affected by or subject to any charter or by-law provision, statute, regulation, judgement, order, decree or law which would be violated, contravened, breached by or under which default would occur as a result of the execution and delivery or performance of this Agreement or the Offer and which violation, contravention, breach or default would be reasonably expected to result in a Material Adverse Change with respect to the Purchaser.

(x): If the Offeror is another entity than the Purchaser, the Offeror shall not be a party to, bound or affected by or subject to any charter or by-law provision, statute, regulation, judgement, order, decree or law which would be violated, contravened, breached by or under which default would occur as a result of the execution and delivery or performance of this Agreement or the Offer and which violation, contravention, breach or default would be reasonably expected to result in a Material Adverse Change with respect to the Offeror.
(xi): There is no material default by the Purchaser in its filings required to be made pursuant to applicable Securities Laws.
(xii): If the Offeror is another entity than the Purchaser, there shall be no material default by the Offeror in its filings required to be made pursuant to applicable Securities Laws.
(xiii): The Purchaser has filed with Canadian securities regulators true and completed copies of all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 2002, which documents, at the time filed, (i) complied in all material respects with the requirements of applicable Securities Laws and (ii) did not contain any material misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein (in light of the circumstances under which they were made) not misleading, and the Purchaser has not filed any such documents on a confidential basis with any Canadian securities regulatory authority since January 1, 2002.
(xiv): The Class A Shares to be issued pursuant to the Offer will be (A) duly authorized, (B) validly issued as fully paid and non-assessable, (C) listed and posted for trading on the Toronto and New York stock exchanges and (D) freely tradeable by the holder without restrictions if, as and when the Vendor Shares are taken up and paid for by the Purchaser under the Offer, and the Purchaser will keep reserved, from its authorized but unissued shares, a sufficient number of Class A Shares to issue in exchange for all of the Vendor Shares tendered to the Offer.

The representations, warranties and covenants of the Purchaser and by the Purchaser for and on behalf of the Offeror set forth in this Section 4(b) shall survive the completion of the sale and purchase of the Vendor Shares under the Offer and, notwithstanding such completion, will continue in full force and effect for the benefit of the Vendor for a period of two years from the date thereof.

5. Additional Covenants

(a)

Subject to Section 6 hereof and to the provisions of the Pre-Notification Agreement, the Vendor hereby covenants to and with the Purchaser that from the date hereof until the earlier of the date upon which (i) the Offeror having taken up and paid for the Shares deposited under the Offer, (ii) the Offeror having abandoned the Offer or (iii) this Agreement having been terminated pursuant to Section 8 hereof, the Vendor shall:

(i): not, directly or indirectly, take any action of any kind which might reasonably be expected to reduce the likelihood of success of, or delay or interfere with the take-up of and payment for the Shares deposited under the Offer or the successful completion of the Offer, including, but not limited to, any action to solicit, assist or knowingly encourage enquiries, submissions, proposals or offers from any other person, entity or group of persons relating to, and will not continue or participate in any discussions or negotiations regarding or furnish to any other person, entity or group of persons any information with

respect to, or otherwise co-operate in any way with or assist or participate in, or facilitate or encourage any effort or attempt with respect to:

(A): the direct or indirect acquisition or disposition of all or any Shares or any other securities of the Corporation or its Subsidiaries; or
(B): any amalgamation, merger, sale of all or any part of the Corporation or any of its Subsidiaries' assets, take-over bid, tender offer, plan of arrangement, issuer bid, reorganization, dividend or distribution, recapitalization, liquidation or winding-up of, or other business combination or similar transaction involving, the Corporation or any of its Subsidiaries or their respective assets;

(ii): use all reasonable commercial efforts to assist the Offeror to successfully complete the Offer and any Subsequent Acquisition Transaction, including co-operating with the Offeror in making all requisite regulatory filings (including, without limitation, under the Competition Act) and in obtaining all requisite regulatory approvals (whether before or after the take-up and payment for Shares under the Offer) in relation thereto, in making and successfully completing the Offer and any Subsequent Acquisition Transaction.

(b)

The Purchaser, for itself and for and on behalf of the Offeror, covenants and agrees that, unless the Vendor shall otherwise agree in writing or as otherwise expressly contemplated or permitted by this Agreement:

(i): the Purchaser or the Offeror shall take up the Vendor Shares deposited into the Offer and pay for such Vendor Shares as soon as practicable after the Effective Date;
(ii): in the event that the Purchaser or the Offeror increases the consideration per Common Share offered under the Offer (but, for greater certainty, excluding any greater consideration paid as a result of any proceeding in respect of fair value under the Canada Business Corporations Act), the Purchaser or the Offeror will pay such increased consideration to the Vendor in respect of all Vendor Shares tendered, notwithstanding that such Vendor Shares have previously been taken up and paid for by the Purchaser or the Offeror.

6. Superior Proposal and Pre-Notification Agreement

(a): Notwithstanding Sections 2(a), 5(a) and 9, the Vendor shall have the right to commit to, and to allow the Bank Subsidiaries to commit to, irrevocably deposit the Vendor Shares into a Superior Proposal publicly announced prior to the Effective Date, provided that any such commitment shall be conditional upon the Purchaser or the Offeror having been provided the opportunity to increase the consideration per Share under the Offer to an amount at least equal in value to that offered under the Superior Proposal, all as described in Section 6(b) hereof, and the Purchaser and the Offeror having failed to do so.
(b): The Vendor covenants that it will not, and will not allow the Bank Subsidiaries to, enter into any agreement to deposit the Vendor Shares into a Superior Proposal (a "Proposed Agreement") pursuant to the provisions contained in this Section 6 without providing, as soon as is practicable, the Purchaser with a written notice stating its intent, together with a copy of the Proposed Agreement. If the Purchaser or the Offeror does not agree to and does not announce publicly its intention to increase the consideration per Share under the Offer to an amount that is at least equal in value to that offered under the Superior Proposal by 5:00 p.m. (Montreal time) on the third business day following the date of receipt by the Purchaser of the Proposed Agreement, the condition referred to in Section 6(a) above shall lapse and shall become inoperative and the Vendor shall then be free to, and to allow the Bank Subsidiaries to, deposit the Vendor Shares to such Superior Proposal.
(c): For the purposes of this Section 6, the cash equivalent value of any non-cash consideration of a Superior Proposal price (i) in the case of securities listed and posted for trading on one or more stock exchanges, shall be the weighted average trading price per security on the principal stock exchange on which such securities traded over the 20 consecutive trading days (on which at least a board lot traded) ending on the day next preceding the date on which the Superior Proposal was announced, and (ii) in any other case, shall be valued as of the close of business on the day on which the Superior Proposal is received by the Vendor, and shall be the value determined by the board of directors of the Vendor, based on a written opinion of an independent nationally recognized financial advisor, and conveyed in writing to the Purchaser together with a reasonable summary of the basis for such determination and a copy of said advisor's opinion. Any such determination made in accordance with the foregoing provisions shall be binding on the parties hereto.
(d): Notwithstanding Sections 2(a), 5(a) and 9, nothing contained herein shall prevent the Vendor and the Bank Subsidiaries from complying with their obligations under the terms of the Pre-Notification Agreement and selling the Vendor Shares pursuant to the terms of the Pre-Notification Agreement.
(e): In the event that the Vendor and the Bank Subsidiaries sell the Vendor Shares under the terms of a Superior Proposal or pursuant to a transaction contemplated in Section 6(d), the Vendor shall, and shall cause the Bank Subsidiaries to, promptly pay to the Purchaser 50% of the difference between the value of (a) the aggregate consideration the Vendor and the Bank Subsidiaries respectively received for the sale of the Vendor Shares under the terms of the Superior Proposal or pursuant to a transaction contemplated in Section 6(d), and (b) the aggregate consideration the Vendor and the Bank Subsidiaries respectively would have received for the sale of the Vendor Shares at a price of $4.25 cash per Vendor Share.
(f): Should the Vendor or the Bank Subsidiaries provide to a third party, in connection with a Superior Proposal or a transaction contemplated in Section 6(d), a copy of the IS/IT Agreement and/or the Internal IS/IT Agreements (as such terms are defined in Section 7), it shall also promptly provide the Purchaser with a copy thereof.

7. Undertaking

The Vendor hereby undertakes and agrees to modify, as soon as practicable after the Effective Date, (i) the Information Services and Revenue Agreement (the "IS/IT Agreement") entered into between the Vendor and the Corporation on May 31, 2000 and (ii) all other agreements entered into between the Vendor and/or its Subsidiaries and the Corporation relating to internal IS/IT requirements of the Vendor and its Subsidiaries and relating to IS/IT requirements of clients of the Vendor and/or its Subsidiaries (the "Internal IS/IT Agreements"), to extend their respective expiry dates to December 31, 2012 on terms and conditions to be negotiated to the satisfaction of both the Vendor and the Purchaser and subject to obtaining, with respect to Internal IS/IT Agreements, any required intervention, approval, consent or authorization of the relevant clients, while respecting the present terms and conditions of the IS/IT Agreement and Internal IS/IT Agreements.

8. Termination

This Agreement may be terminated:

(a): by mutual consent of the Purchaser and the Vendor;
(b): by the Vendor at any time after the due date for the mailing of the Offer set forth in Section 4 of Schedule A, if at the time notice of such termination is given to the Purchaser, the Offeror has not mailed the Offer;
(c): by the Vendor if the terms of the Offer conflict in any respect with the provisions of this Agreement;
(d): by the Vendor if the terms of the Offer are amended so as to conflict in any respect with the provisions of this Agreement;
(e): by the Vendor if the Offeror withdraws the Offer without having taken up the Vendor Shares deposited thereunder;
(f): by the Vendor (i) at any time on or after the eleventh day following the expiry of the initial period during which the Offer is open for acceptance (the "Initial Offer Period"), provided that the Offeror may extend the period during which the Offer is open for acceptance by ten days (the "Extended Offer Period") and for a further period of ten days, if, as of the expiry of the Initial Offer Period or as of the expiry of the Extended Offer Period, as the case may be, any of the conditions of the Offer set forth in Schedule A have not been satisfied or waived by the Offeror and the Offeror is making reasonable commercial efforts, in the sole judgment of the Vendor, to cause such conditions to be satisfied, in which event this Agreement may be terminated by the Vendor at any time on or after the eleventh day following the expiry of such extended period or (ii) if the Offer has been terminated, withdrawn or expires without being successful;
(g): by either the Purchaser or the Vendor if any permanent order, decree, ruling or other action of a court or other competent authority restraining, enjoining or otherwise preventing the consummation of the Offer shall have become final and non-appealable (provided that such right of termination shall not be available to any party if such party shall have failed to make reasonable efforts to prevent, or consents to, the imposition of such injunction or action and such failure materially contributed to such position);
(h): by the Vendor if any representation or warranty of the Purchaser or the Offeror set out herein is untrue in any material respect or the Purchaser or the Offeror is in default, in any material respect, of its obligations set out herein; or

(i): by the Purchaser if any representation or warranty of the Vendor set out herein is untrue in any material respect or the Vendor is in default, in any material respect, of its obligations set out herein.

9. Cooperation/Alternative Transaction

The Purchaser and the Vendor agree to cooperate in good faith and to take all reasonable steps and actions after the date hereof, as are not adverse to the party requested to take any such step or action, to complete the Offer and the other transactions contemplated hereby in a manner which is most tax effective for the parties hereto. In addition, in the event that the Offer is frustrated or unduly delayed or the Purchaser or the Offeror concludes that it is necessary or desirable to proceed with another form of transaction (such as a plan of arrangement) whereby the Purchaser or the Offeror or its affiliates would effectively acquire all of the Shares on economic terms and other terms and conditions (including, without limitation, tax treatment) and having consequences to the Vendor which, in the sole judgment of the Vendor, are equivalent to or better than those contemplated by this Agreement (an "Alternative Transaction"), the Vendor agrees, subject always to the Pre-Notification Agreement, to support the completion of an Alternative Transaction in the same manner as the Offer including by voting, and causing the Bank Subsidiaries to vote, the Vendor Shares in favour of an Alternative Transaction. The obligations of the Vendor pursuant to this Section 9 are subject to Section 6.

10. Further Assurances

The Vendor, on the one hand, and the Purchaser, on the other hand, will from time to time execute and deliver all such further documents and instruments and do all such acts and things as the other party may, either before or after the expiry of the Offer, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

11. Public Announcements

Except to the extent required by law, Securities Laws or rules of any relevant stock exchange, no public announcement or press release concerning the matters referred to in this Agreement may be made by the Vendor or the Purchaser, or by any other party without the prior consent of the other party, such consent not to be unreasonably withheld. Except to the extent required by law, no copy of this Agreement may be provided by the Vendor or the Purchaser to any other person, except their respective directors, officers or advisors, without the prior consent of the other parties, such consent not be unreasonably withheld. The provisions of this Agreement may be summarized in the Offer, any directors' circular prepared in connection with the Offer and in any material change report filed by the Corporation or its Subsidiaries or the Purchaser in connection with the public announcement of the Offer. The parties agree to consult with each other, to the extent reasonably possible, in connection with any public announcement or other disclosure related to this Agreement.

12. Benefit of the Agreement

This Agreement shall enure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto.

13. Assignment

This Agreement may not be assigned by any party without the prior written consent of the other party.

14. Notices

Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and may be given by personal delivery or by facsimile or other electronic means of communication addressed to the recipient as follows:

To the Vendor:

	NATIONAL BANK OF CANADA National Bank Tower 600 de la Gauchetière Street West 7th Floor Montreal, Québec H3B 4L2
	Attention:		Michel Labonté Senior Vice-President Finance and technology
	Facsimile:		(514) 394-6196
	with a copy to:
	DESJARDINS DUCHARME STEIN MONAST 600 de la Gauchetière Street West Suite 2400 Montreal, Québec H3B 4L8
	Attention:		Gérard Coulombe
	Facsimile:		(514) 878-4909
	To the Purchaser or the Offeror:
	CGI GROUP INC. 1130 Sherbrooke Street West 5^th Floor Montreal, Québec H3A 2M8
	Attention:		Serge Godin, Chairman of the Board and Chief executive Officer
	Facsimile:		(514) 841-3294
	with a copy to:
	MCCARTHY TÉTRAULT LLP "Le Windsor" 1170 Peel Street Montreal, Québec H3B 4S8
	Attention:		Jean-René Gauthier
	Facsimile:		(514) 875-6246

or to such other address, individual or electronic communication number as may be designated by notice given by any party to the other. If any notice or other communication shall be given by personal delivery, a copy of such notice or communication shall also be given by facsimile. Any demand, notice or other communication given by personal delivery shall be conclusively deemed to have been given on the date of actual delivery thereof and, if given by facsimile or other electronic communication, on the date of transmittal thereof if given during the normal business hours of the recipient and on the next business day if not given during such hours on any day.

15. Interpretation

Certain of the terms used in this Agreement are defined in Schedule B. In this Agreement words importing the singular number only include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, partnerships, associations, trusts, unincorporated organizations and corporations. The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.

16. Use of Name

In accordance with Can Reg. 2001-409—Name Use in Securities Related Transactions (Banks and Bank Holding Companies) Regulations made under the Bank Act (Canada), the Vendor hereby consents to the use of its name and of the name of the Bank Subsidiaries in any take-over bid circular, advertisement or in any other document of the Offeror in connection with the Offer, provided the provisions of Section 11 hereof are complied with.

17. Guarantee

The Vendor hereby guarantees to the Purchaser the execution by the Bank Subsidiaries of their respective obligations hereunder.

18. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Québec and the laws of Canada applicable therein.

19. Entire Agreement

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior negotiations, investigations and agreements relating to the subject matter hereof. There are no warranties, representations, understandings or agreements between the parties in connection with the subject matter hereof except as specifically set forth or referred to in this Agreement. Except as expressly provided in this Agreement, no amendment, waiver or termination of this Agreement shall be binding unless executed in writing by the parties to be bound thereby. No waiver of any provision of this Agreement shall constitute a waiver of any other provision hereof.

20. Counterpart and Facsimile

This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument. Delivery of an executed signature page to this Agreement by any party by electronic transmission will be as effective as delivery of a manually executed copy of the Agreement by such party.

IN WITNESS WHEREOF the parties have executed this Agreement on the date first hereinabove mentioned.

		NATIONAL BANK OF CANADA
		Per:		/s/ MICHEL LABONTÉ Michel Labonté Senior Vice-President Finance and technology
		CGI GROUP INC., as Purchaser and for and on behalf of the Offeror
		Per:		/s/ SERGE GODIN Serge Godin Chairman of the Board and Chief Executive Officer

SCHEDULE A
THE OFFER

1.

General Terms. The Offer shall be made to purchase all of the Shares by way of a single offer and take-over bid circular mailed simultaneously to all holders of Shares and prepared in compliance with the Securities Laws. The Offer shall be made on the terms set forth in this Schedule A and upon such other terms and conditions as are required by law.

2.

Take-up. Upon the terms and subject to the conditions of the Offer, the Offeror will accept for payment, and take-up and pay for, all Shares deposited and not withdrawn under the Offer as soon as practicable after the expiry of the Offer, and including in any event within three business days of the first date on which the Offeror is permitted to do so under applicable Securities Laws.

3.

Offer Price. For each Share, at the option of the holder, either Cdn $4.25 in cash (the "Cash Option") or 0.5484 Class A Shares (the "Share Option") (or a combination thereof). The terms of the Offer shall limit the aggregate amount of cash payable under the Offer and the aggregate number of Class A Shares issuable under the Offer such that the actual consideration to be received by a Cash Option electing holder and a Share Option electing holder will be determined in accordance with the following:

(a): the aggregate cash amount that the Offeror will be required to pay for the Shares acquired from the Cash Option electing holders pursuant to the Offer shall be equal to 50% of the aggregate Offer price; and
(b): the aggregate number of Class A Shares that the Purchaser will be required to issue for the Shares acquired from the Share Option electing holders pursuant to the Offer shall have a value equal to 50% of the aggregate Offer price.

Accordingly, the consideration elected by a holder of Shares may be prorated.

4.

Mailing of Offer. The Offeror shall mail the Offer to all holders of Common Shares as soon as reasonably practicable and in any event on or before two business days after receipt of the list of shareholders of the Corporation pursuant to Section 21(3) of the Canada Business Corporations Act and in any event no later than December 31, 2002.

5.

Initial Offer Period. The Offer shall initially be open for acceptance for a period (determined by the Offeror) of not less than 35 days after the commencement of the Offer and may be extended from time to time at the sole discretion of the Offeror in order to permit the satisfaction of the conditions of the Offer and, after take-up of Shares under the Offer, for the purpose of permitting additional tenders to the Offer.

6.

Conditions of the Offer. The Offeror shall have the right to withdraw the Offer and not take up and pay for, or extend the period of time during which the Offer is open, and postpone the taking up and paying for, any Shares deposited thereunder if any of the following conditions has not been satisfied or waived by the Offeror at or prior to the Effective Time:

(a): there shall have been validly deposited under the Offer and not withdrawn at least (i) 66²/3% of the outstanding Common Shares and (ii) 50.01% of the outstanding Common Shares other than these Common Shares held by persons whose Common Shares would not be included as part of the "minority" in connection with any Subsequent Acquisition Transaction;
(b): all outstanding options to purchase Common Shares, rights to receive or acquire Common Shares (including under the terms of any (i) balance of purchase price, (ii) earn-out payments, or (iii) guarantee of market price for certain Common Shares pending release from escrow) and other securities of the Corporation convertible into Common Shares shall have been exercised in full by the beneficiaries or holders thereof, converted, cancelled or otherwise dealt within a manner satisfactory to the Offeror, to its entire discretion;
(c): the waiting period pursuant to Section 123 of the Competition Act shall have expired or been earlier terminated and the Offeror shall have received an advance ruling certificate under

Section 102 of the Competition Act or a no-action letter from the Commissioner of Competition or his authorized representative indicating that the Commissioner does not intend to make an application under Section 92 of the Competition Act;

(d)

any applicable waiting periods under the Hart-Scott Rodino Antitrust Improvements Act of 1976 (United States) shall have expired or been earlier terminated;

(e)

the Vendor shall not have sold or agreed or undertaken to sell the Vendor Shares it holds, directly or indirectly, to any party other than the Offeror, as contemplated under the terms of the Pre-Notification Agreement;

(f)

(g)

(A): to cease trade, enjoin, prohibit or impose material limitations or conditions on the purchase by or the sale to the Offeror of any of the Shares or the rights of the Offeror to own or exercise full rights of ownership of all of the Shares or the ability of the Offeror to acquire all of the Shares pursuant to a Compulsory Acquisition or Subsequent Acquisition Transaction; or
(B): which, if the Offer was consummated, could materially adversely affect the Corporation and its Subsidiaries considered on a consolidated basis;

(h): the Offeror shall have determined in its sole judgment that there shall not exist any prohibition at law against the Offeror making the Offer or taking up and paying for the Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction;
(i): from and after the date hereof, there shall not have occurred or arisen any event, action, state, condition or major financial occurrence of national or international consequence or any law, regulation, action, governmental regulation, inquiry or other occurrence of any nature whatsoever which materially adversely effects, or may materially adversely or seriously effect, the financial markets in Canada or the United States generally, or the business or prospects of the Corporation and its Subsidiaries (on a consolidated basis);
(j): there shall not have occurred (or, if there shall have previously occurred, there shall not have been disclosed, generally or to the Offeror in writing, prior to the commencement of the Offer) any change (or any condition, event or development involving a prospective change) in the business, operations, assets, capitalization, financial condition, prospects, licences, permits, rights, privileges or liabilities, whether contractual or otherwise, of the Corporation or any of its Subsidiaries considered on a consolidated basis which, in the sole judgment of the Offeror, is material and adverse or may reasonably be considered to be material and adverse to a purchaser of the Shares;

(k)

no representation or warranty of the Vendor in the Lock-Up Agreement shall be, as of the date on which the Offeror takes up Shares deposited under the Offer, untrue or incorrect in any material respect and all of its covenants and obligations set out in the Lock-Up Agreement shall have been complied with on or before such date;

(l)

the Offeror shall have determined in its sole judgment that neither the Corporation nor its board of directors (or any committees thereto or any of its affiliates or associates) has taken or proposes to take any action, or disclosed or proposes to disclose any previously undisclosed action taken by them, and no other party shall have taken or proposed to take any action, which may be considered to be a defensive tactic in response to the Offer or which may be materially adverse to the business of the Corporation or its Subsidiaries or the value of Shares to the Offeror or which makes it inadvisable for the Offeror to proceed with the Offer or the taking up and paying for Shares under the Offer, including, without limiting the generality of the foregoing, any action with respect to any agreement, proposal, offer or understanding relating to any material sale, disposition or other dealing with any of the assets or contracts of the Corporation or any of its Subsidiaries, any issue of shares, options or other securities of the Corporation to any person, any material acquisition from a third party of assets or securities by the Corporation or any of its Subsidiaries, or any take-over bid (other than the Offer), amalgamation, statutory arrangement, capital reorganization, merger, business combination, or similar transaction involving the Corporation or any of its Subsidiaries or any material expenditure or investment by the Corporation or any of its Subsidiaries;

(m)

the Offeror shall not have become aware of any untrue statement of a material fact, or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made and at the date it was made (after giving effect to all subsequent filings in relation to all matters covered in earlier filings), in any document filed by or on behalf of the Corporation with any of the Canadian or American securities authorities, or of any previously undisclosed information relating to the Corporation which makes it inadvisable for the Offeror to complete the Offer;

(n)

the Offeror shall have been provided with, or shall have been given access to, in a timely manner, all non-public information relating to the Corporation as may be given, provided or made available by the Corporation:

(i): at any time after the announcement of the Offer, to any other potential acquiror of all or a significant portion of the Shares or of a significant portion of the assets of the Corporation or any of its Subsidiaries, associates or affiliates, or to any person considering (or seeking such information in order to consider) any merger, amalgamation, statutory arrangement or similar business combination with the Corporation or any of its Subsidiaries, associates or affiliates; or
(ii): at any time after June 30, 2002, to any person who, after the announcement of the Offer makes a take-over bid for the Shares or enters into an agreement with the Corporation relating to the acquisition of a significant portion of the assets of the Corporation or any of its Subsidiaries, associates or affiliates or a merger, amalgamation, statutory arrangement or similar business combination with the Corporation or any of its Subsidiaries, associates or affiliates;

on substantially the same terms and conditions as may be imposed on such other potential acquiror or person, provided that no such term or condition shall be imposed on the Offeror that would be inconsistent with the Offer or would render the Offeror unable to complete the acquisition of the Shares pursuant to the terms of the Offer as the same may be amended or waived in the Offeror's sole discretion;

(o): the Offeror shall have determined in its sole judgment that no material right, franchise or licence of the Corporation or of any of its Subsidiaries has been impaired (or threatened to be impaired) or otherwise adversely affected (or threatened to be adversely affected), whether as a result of the making of the Offer, the taking up and paying for Shares deposited under the Offer or otherwise, and no other change or event has occurred which might make it inadvisable for the Offeror to proceed with the Offer or with taking up and paying for Shares deposited under the Offer; and
(p): the Offeror shall have determined, in its sole judgment, that no covenant, term or condition exists in any instrument or agreement to which the Corporation or any of its Subsidiaries is a party or to which they or any of their assets are subject (including, but not limited to, any covenant, term or condition relating to the termination by the Corporation of existing agreements) which might make it inadvisable for the Offeror to proceed with the Offer or to acquire Shares deposited under the Offer, and the Offeror shall be satisfied that it has been provided with all information (including non-public information) material to such determination.

SCHEDULE B
DEFINITIONS

"Agreement" means the agreement of which this Schedule forms part and includes all Schedules thereto;

"Class A Shares" means the Class A Subordinate Shares in the share capital of the Purchaser;

"Commencement of the Offer" means the earlier of (i) the date of mailing of the Offer to holders of Common Shares or (ii) the date on which an advertisement containing a brief summary of the Offer is published by the Offeror in at least one Canadian major daily newspaper in accordance and in compliance with applicable Securities Laws;

"Common Shares" means the common shares in the share capital of the Corporation;

"Compulsory Acquisition" means a transaction pursuant to any statutory right to acquire Common Shares following the completion of a take-over bid or similar transaction;

"Effective Date" means the date on which the Offeror first acquires Shares under the Offer;

"Effective Time" means the time of take-up of Shares on the Effective Date;

"Material Adverse Change" means, in relation to any corporation, any change (or any condition, event or development involving a prospective change) in the business, operations, affairs, assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), capitalization, financial condition, licenses, permits, rights or privileges, or prospects of the corporation or any of its Subsidiaries which would reasonably be expected to materially and adversely affect the corporation and its Subsidiaries taken as a whole;

"Securities Laws" means the Securities Act (Québec) and all other applicable provincial, federal or state securities laws and the respective regulations and rules made thereunder together with all applicable policy statements, instruments, notices, interpretation notes and blanket orders and rulings of the relevant securities commissions and similar regulatory authorities;

"Shares" means all outstanding Common Shares (including any Common Shares which may become outstanding pursuant to the exercise of outstanding stock options to acquire Common Shares and pursuant to any other rights or securities entitling the beneficiary or holder thereof to receive or acquire Common Shares);

"Subsequent Acquisition Transaction" means any transaction involving the Offeror, whether by amalgamation, statutory arrangement or otherwise, pursuant to which the Offeror acquires all of the Shares not deposited under the Offer and includes a Compulsory Acquisition;

"Subsidiaries" has the meaning ascribed to such term in the Securities Act (Québec);

"Superior Proposal" means an offer for all of the outstanding Shares which will pay the holders of Shares on closing a consideration per Share that has a value of $4.50 or more.

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Exhibit 2.3

LOCK-UP AGREEMENT
SCHEDULE A THE OFFER
SCHEDULE B DEFINITIONS
EX-2.4 6 a2095624zex-2_4.htm EXHIBIT 2.4
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Exhibit 2.4

CONFIDENTIALITY AGREEMENT made in the City of Montréal, Province of Québec on November 28, 2002,

BY AND BETWEEN:		CGI GROUP INC., a corporation incorporated under the laws of the Province of Québec,
		("CGI");
AND:		NATIONAL BANK OF CANADA, a Canadian chartered bank,
		(the "Bank");

WHEREAS the Bank is the beneficial owner of common shares of the capital stock of Cognicase Inc. (the "Target");

AND WHEREAS CGI is considering a transaction (the "Transaction") relating to the capital stock of the Target. The Transaction may involve the disclosure of certain verbal and written information which is either non-public, confidential or proprietary by, or at the request of or on behalf of, one party (the "Disclosing Party") to the other party or its representatives (the "Receiving Party"). All such information furnished to the Receiving Party and its directors, officers, employees, auditors, legal counsel and other representatives (collectively, the "Representatives") together with analyses, compilation, forecasts, studies or other documents prepared by the Disclosing Party, its agents and Representatives which contain or otherwise reflect such information, is herein collectively referred to as the "Confidential Information";

AND WHEREAS the Disclosing Party is agreeable to disclosing information to the Receiving Party only upon the terms and conditions set forth in this Agreement;

NOW THEREFORE, THIS AGREEMENT WITNESSETH THAT, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties, intending to be bound by this Agreement, hereby agree as follows:

1.: The Confidential Information will be kept confidential and will not, without the prior written consent of the Disclosing Party, be used or disclosed by the Receiving Party or its Representatives, in any manner whatsoever, in whole or in part, otherwise than as contemplated herein. Moreover, the Receiving Party agrees to furnish the Confidential Information only to those Representatives (i) who are informed beforehand of the confidential nature of the Confidential Information, and (ii) who agree to be bound by the terms of this Agreement. The Receiving Party agrees to be responsible for any breach of this Agreement by any of its Representatives. The Receiving Party will use at least the same level of care and protection as it uses to safeguard its own confidential or proprietary information to safeguard the Confidential Information from disclosure to anyone other than as permitted hereby.
2.: Without the prior written consent of the Disclosing Party, the Receiving Party will not, and will direct its Representatives not to, disclose to any person either the fact that discussions or negotiations are taking place or have taken place concerning the Transaction, or any of the terms, identity of the parties involved, conditions or other facts with respect to the Transaction, including the status thereof.

The term "person" as used in this Agreement shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership or other entity, including any governmental or regulatory authority.

Notwithstanding anything in this Agreement, the Bank shall be entitled to fulfil any disclosure or notification obligation contracted by the Bank or by a subsidiary of the Bank prior to the execution of this Agreement.

3.: It is understood that all requests for information and all communications regarding the Transaction will be directed to either of Messrs. André Imbeau or Jacques Roy, for CGI, and to either of Messrs. Michel Labonté or Gérard Coulombe, for the Bank, or such other person as CGI and the Bank shall from time to time designate in writing.
4.: This Agreement shall be inoperative as to such portions of the Confidential Information which: (i) are or become generally available to the public other than as a result of a breach of an obligation by the Receiving Party or its Representatives; (ii) become available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its Representatives, provided that such source is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from transmitting the Confidential Information to the Receiving Party by a contractual, legal or fiduciary obligation; or (iii) are known to the Receiving Party on a non-confidential basis prior to its disclosure by the Disclosing Party or its Representatives.
5.: The Bank acknowledges that it is aware (and that its Representatives who are apprised of this matter have been advised) that the Canadian securities laws prohibit any person who has privileged information about a company from purchasing or selling securities of such company or communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities of such company. Furthermore, the Bank and its Representatives agree not to trade in the shares of CGI or Target prior to the second business day after the public announcement of the Transaction.
6.: The Receiving Party will promptly, upon the Disclosing Party's request, deliver to the Disclosing Party all documents furnished to the Receiving Party or its Representatives constituting the Confidential Information, without retaining copies thereof, and destroy all writings prepared, based on or arising out of the Confidential Information. Such destruction shall be certified in writing to the undersigned by an authorized officer supervising such destruction.
7.: In the event that the Receiving Party or any of its Representatives is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena or other process) to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice of any such request or requirement so that the Disclosing Party may seek an appropriate protective order or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained or that the Disclosing Party grants a waiver hereunder, the Receiving Party or such Representative may only furnish that Confidential Information which the Receiving Party's counsel advises that the Receiving Party is compelled to disclose.
8.: Neither the Disclosing Party, nor the Disclosing Party's Representatives, make representations or warranties of any kind, either express or implied, as to the accuracy or completeness of any Confidential Information provided to the Receiving Party or its Representatives and neither the Disclosing Party, nor the Disclosing Party's Representatives, assume responsibility and will have liability whatsoever with respect to any Confidential Information furnished, or otherwise, or the use thereof.
9.: All Confidential Information will be used by the Receiving Party and its Representatives only for the purposes of analysing and evaluating the Transaction and for no other purposes.
10.: The Receiving Party will indemnify and hold harmless the Disclosing Party and its Representatives from and against any and all losses, claims, damages, costs and expenses which any of them may incur or which may be made against any of them, insofar as such losses, claims, damages, costs and expenses arise out of or are in relation to or in connection with any breach of the Receiving Party's obligations or the obligations of its Representatives under this Agreement.

11.: No waiver by the Disclosing Party of the conditions herein or of compliance with the provisions hereof, nor any delay by the Disclosing Party or any interested party in exercising its rights, remedies or privileges hereunder, shall have the effect of preventing the Disclosing Party or, as the case may be, an interested party, from exercising its rights, remedies or privileges hereunder at any future period or in any other circumstance, and no waiver shall be binding unless in writing.
12.: In the event that the Receiving Party or the Disclosing Party decides not to continue their discussions concerning the Transaction, the Receiving Party's confidentiality obligations as well as those of the Receiving Party's Representatives under this Agreement shall remain in force for a period of one year from the date of termination of discussions.
13.: In addition to all other remedies available at law, the Disclosing Party shall be entitled to equitable relief, including an injunction and specific performance, in the event of a breach of this Agreement.
14.: This Agreement contains the entire agreement between the Disclosing Party and the Receiving Party concerning the Confidential Information.
15.: No amendments to this Agreement shall be binding unless consented to in writing by the Disclosing Party and the Receiving Party.
16.: This Agreement and any document related hereto or contemplated hereby shall be construed in accordance with and governed by the laws of the Province of Québec and the laws of Canada applicable therein.

CGI GROUP INC.		NATIONAL BANK OF CANADA
Per:	/s/ ANDRÉ IMBEAU	Per:	/s/ MICHEL LABONTÉ
Name:	André Imbeau	Name:	Michel Labonté

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Exhibit 2.4

EX-2.5 7 a2095624zex-2_5.htm EXHIBIT 2.5
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Exhibit 2.5

EXCLUSIVITY AGREEMENT made in the City of Montréal, Province of Québec on November 29, 2002,

BY AND BETWEEN:		CGI GROUP INC., a corporation incorporated under the laws of the Province of Québec,
		("CGI");
AND:		NATIONAL BANK OF CANADA, a Canadian chartered bank,
		(the "Bank");

WHEREAS the Bank is the beneficial owner of common shares (the "Vendor Shares") of the capital stock of Cognicase Inc. (the "Target");

AND WHEREAS CGI is considering a transaction relating to the capital stock of the Target that would involve, inter alia, the execution of a lock-up agreement (the "Lock-Up Agreement") by and between CGI and the Bank pursuant to which the Bank would undertake, among other things, to sell to CGI, subject to certain conditions, all the Vendor Shares;

1.: From the date of this Agreement and for a period ending on the earlier of (x) the date on which the Lock-Up Agreement is executed and (y) December 13, 2002 (the "Exclusivity Period"), the Bank shall not, directly or indirectly, during the Exclusivity Period (i) solicit, assist, initiate or induce another person to initiate an offer to purchase the assets or the shares of the Target (the "Offer"), (ii) participate in any discussions or negotiations or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Offer or the making of any Offer, or (iii) furnish to any person any information with respect to, or respond to any inquiries which may reasonably be expected to lead to, any Offer or the making of any Offer.
2.: In addition to all other remedies available at law, the parties shall be entitled to equitable relief, including an injunction and specific performance, in the event of a breach of this Agreement.
3.: This Agreement contains the entire agreement between the parties concerning the subject matter of this Agreement.
4.: No amendments to this Agreement shall be binding unless consented to in writing by the parties.
5.: This Agreement and any document related hereto or contemplated hereby shall be construed in accordance with and governed by the laws of the Province of Québec and the laws of Canada applicable therein.

CGI GROUP INC.		NATIONAL BANK OF CANADA
Per:	/s/ ANDRÉ IMBEAU	Per:	/s/ MICHEL LABONTÉ
Name:	André Imbeau	Name:	Michel Labonté

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Exhibit 2.5

EX-2.6 8 a2095624zex-2_6.htm EXHIBIT 2.6
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Exhibit 2.6

McCarthy Tétrault Comments
December 6, 2002

DEPOSITARY AGREEMENT

Computershare Trust Company of Canada
1500 University
Suite 700
Montreal, Quebec
H3A 3S8

Attention: Linda Ellison, Client Relationship Manager, Corporate Actions[ ]

Dear Ms. Ellison,

CGI Group Inc. (the "Company") proposes to make an offer to purchase (i) all of the outstanding common shares (the "Cognicase Shares") of Cognicase Inc. ("Cognicase") for a purchase price of, at the option of the holder, Cdn. $4.25 cash per Cognicase Share or 0.5484 Class A Subordinate Shares of the Company for each Cognicase Share (or any combination thereof) (the "Offer"), on the terms and conditions set out in the accompanying Offering Circular. The Cognicase Shares are referred to as the "Cognicase Shares." The Company wishes to confirm the terms of your appointment as depositary under the Offer.

Terms used herein without definition but with initial capital letters have the same meaning herein as in the Offering Circular. Any reference herein to the Offer includes any amendment or modification thereof.

1. Appointment

Computershare Trust Company of Canada ("You" or the "Agent") is hereby appointed to act as depositary, and you accept such appointment, in respect of the Offer, in accordance with the terms and conditions of this agreement and the Offer.

2. Mailing and Shareholder Lists

2.1 You will be responsible for mailing within two (2) business days of receipt of the shareholders list from Cognicase, to the registered holders of Cognicase Shares as of the date of the shareholders list received from Cognicase, and to new shareholders on an ongoing basis for the duration of the Offer, once you have been provided with new shareholder account labels, the Offering Circular, Letter of Transmittal, Notice of Guaranteed Delivery and other documents (collectively, the "Offer Documents") related to the Offer, sufficient copies of each of which will be provided to you as soon as practicable following receipt of the shareholders list from Cognicase.

2.2 You will mail the Offer Documents in the English language to each registered holder of Cognicase Shares in Canada. You will also mail the Offer Documents in the French language to each registered holder of Cognicase Shares whose address is shown on the register of Cognicase Shares of Cognicase (the "Register") as being in the Province of Quebec.

2.3 Concurrently with the mailing of the Offer Documents as provided above you shall mail, by prepaid first class mail, a copy of each of the Offer Documents in both the English and the French languages to each of the Directors of Cognicase in accordance with the names and addresses that we will forward to you as soon as practicable.

2.4 You are to satisfy the oral or written requests of brokers, bankers and other persons for copies of the Offer Documents. We will supply you with sufficient copies of the Offer Documents for this purpose. You are not authorized to offer, or to pay, any concessions or commissions to brokers, bankers or other persons, except as expressly provided in this agreement, or to engage or request any persons to solicit tenders.

3. Deposit of Shares

3.1 You will receive deposits of Cognicase Shares subject to the terms and conditions of the Offer. In so doing you will:

(a) hold all Cognicase Shares properly deposited under the Offer until we accept them for payment or until we give you notice that, as a result of a condition of the Offer not being satisfied, we will not take up and pay for any relevant Cognicase Shares deposited;

(b) ascertain that all Notices of Guaranteed Delivery which are received by you are properly signed and completed;

(c) ascertain that all deposits of Cognicase Shares under the Offer are accompanied by a signed and completed Letter of Transmittal, with signatures guaranteed, as applicable, the certificate(s) representing such shares and all other documents that may be required to give us good title to the Cognicase Shares so deposited; and

(d) as soon as practicable after the Expiry Time of 5:00 p.m., Montreal time on January 13, 2003, or such later time and date to which we may extend the Offer, advise us of the number of Cognicase Shares deposited under the Offer.

3.2 All deposits of Cognicase Shares under the Offer must be accompanied by a signed and completed Letter of Transmittal, with signatures guaranteed, as applicable, the certificates representing such shares or by a signed and completed Notice of Guaranteed Delivery. You will be entitled to treat as issued and outstanding the Cognicase Shares represented by any certificate for Cognicase Shares tendered with a deposit of such shares under the Offer, if the name on such certificate conforms to the name of a registered holder of Cognicase Shares as it appears on the Register maintained by General Trust of Canada, as its transfer agent and registrar.

3.3 You will direct any holder of Cognicase Shares whose certificate for Cognicase Shares has been

lost or destroyed to submit a Letter of Transmittal completed to the best of their ability and to submit a letter describing the loss. You will supply a declaration of loss and indemnity bond in the forms supplied by us as applicable, or we will otherwise inform you of the requirements to be communicated to any holder of Cognicase Shares inquiring as to the procedures to be followed to obtain a replacement certificate for Cognicase Shares lost or destroyed and instruct such holder to properly complete such documents.

3.4 The Company hereby agrees to the use of the Automated Tender Offer Program ("ATOP") currently utilized by The Depositary Trust Company ("DTC") and its Participants. It is hereby understood and agreed by the Company that the use of ATOP requires that Computershare Trust Company of Canada (the "Agent") execute a Letter of Agreement with DTC. The Company hereby authorizes and directs the Agent to execute the Letter of Agreement with DTC substantially in the form attached as Schedule "A" hereto.

3.5 The Company acknowledges and accepts that the delivery by DTC of an Agent's Message (in accordance with the provisions of the ATOP Agents Procedures) to the Agent shall satisfy the terms of the Offer as to the execution and delivery of a Letter of Transmittal by the Participant identified in

such Agent's Message, without such Participant physically completing and surrendering such Letter of Transmittal.

4. Improper Deposits

4.1 If a Letter of Transmittal or Notice of Guaranteed Delivery or other required document has been improperly completed or signed, or the certificates representing Cognicase Shares accompanying a Letter of Transmittal are not in proper form for transfer to us, or some other irregularity in connection with a deposit exists, you will make reasonable efforts to contact such holder of Cognicase Shares to cause such irregularity to be corrected.

4.2 If you have any doubt whether any Cognicase Shares have been properly deposited under the Offer, you will seek the advice of our legal counsel as to the acceptability of the deposit. If reasonable efforts to correct an improper deposit prove to be unsuccessful, you will seek the advice of our legal counsel with respect to the procedures to be followed. You will reject any deposit if, in the opinion of our legal counsel, the deposit has been made improperly and you will take such action as directed to by our legal counsel.

4.3 Notwithstanding the foregoing Subsections, the Company shall have full discretion to determine whether any type of tender is complete and proper and the Company has the absolute right to determine whether to accept or reject any category of tender not in proper form.

5. Payment

5.1 We will inform you not later than ten days after the Expiry Date whether we will take up and pay for Cognicase Shares deposited pursuant to the Offer. If we take up and pay for Cognicase Shares under the Offer, we will immediately put you in funds in accordance with Section 5.2. You will, as soon as practicable upon your receipt of funds, but in any event not later than three business days after your receipt of funds in connection with the taking up of the Cognicase Shares under the Offer, arrange for the delivery of the purchase price (the "Purchase Price") for such Cognicase Shares, in accordance with the terms and condition of the Offer and the instructions of the depositing holders of Cognicase Shares as set forth in the Letters of Acceptance and Transmittal. After we take up and pay for Cognicase Shares under the Offer we shall be deemed to have informed you that we have taken-up and accepted for payment all Cognicase Shares which continue to be properly deposited in acceptance of the Offer. You will not arrange for payment of the Cognicase Shares until the certificate(s), Letters of Acceptance and Transmittal and all required documents are received by you unless you are otherwise instructed in writing by us. Thereafter, payment will be made as soon as practicable but in any event not later than three business days.

5.2 The Company shall, deliver sufficient funds by wire or certified cheques together with a sufficient number of Class A Subordinate Shares to you or make such other arrangements for provision of funds as may be agreeable to you, representing payment for the Cognicase Shares. It is agreed that cheques will be drawn on a designated account maintained by you. If no address is specified on a Letter of Transmittal, cheques will be forwarded to the address of the holder as shown on the Register maintained by General Trust of Canada, as its transfer agent and registrar.

5.3 If we determine and advise you in writing that delivery by mail may be delayed, you will make arrangements for holders of Cognicase Shares entitled to the Purchase Price to take delivery of the Purchase Price at your offices at which the Cognicase Shares were deposited until we determine that delivery by mail will no longer be delayed. Any additional costs associated therewith shall be paid by us.

5.4 Cognicase Shares accepted and paid for under the terms of the Offer are to be transferred and registered as directed by us.

6. Withdrawal

You will permit each person who deposits the Cognicase Shares under the Offer to withdraw such Cognicase Shares as expressly permitted under Section 8 of the Offering Circular and only upon receipt of a notice of withdrawal that complies with such Section.

7. Extensions and Variations

Under the terms of the Offer, we have the right at any time and from time to time to extend the Offer or to vary the Offer by giving written notice thereof to you. If we elect to extend or vary the Offer, you will arrange for the notice of such extension or variation to be mailed to all persons who are entitled to receive the Offer Documents in accordance with Section 2 herein, in the manner and in the languages as set out in Section 2, as soon as practicable thereafter in accordance with the Offer.

8. Return of Deposited Shares

If we give you written notice (which may be sent by registered mail) that we will not take up and pay for all or any portion of the Cognicase Shares deposited under the Offer, you will arrange, as soon as practicable after receipt of our written notice, for the return to holders of the Cognicase Shares deposited in accordance with the terms and conditions of the Offer and the instructions of the depositing holders of the Cognicase Shares as set forth in the Letter of Transmittal.

9. Timely Notification and Notices

At 3:00 p.m. (E.S.T.) on each business day on which Cognicase Shares may be deposited under the Offer, you will inform the following persons by fax transmission of the number of the Cognicase Shares properly deposited that day and the cumulative number of the Cognicase Shares deposited.

CGI Group Inc.

Attention: André Imbeau

Telephone No.: (514) 841-3200
Facsimile No.: (514) 841-3299

CIBC World Markets Inc.

Attention: Charles St-Germain

Telephone No.: (514) 847-6300
Facsimile No.: (514) 847-6430

Desjardins Securities Inc.

Attention: Jacques Lemay

Telephone No.: (514) 987-1749
Facsimile No.: (514) 842-7875

McCarthy Tétrault LLP

Attention: Jean-René Gauthier

Telephone No.: (514) 397-4299
Facsimile No.: (514) 875-6246

Any other demand, notice or communication required or contemplated by this agreement shall be in writing and sent by personal delivery, courier, mail or facsimile transmission addressed to the Company as indicated above, and to you as indicated in the heading of this agreement or to a facsimile

number, or to such other address, individual or facsimile number as may be designated by notice provided by either party to the other. In the event of actual or anticipated postal disruption, courier service personal delivery or facsimile transmission shall be used. Any demand, notice or other communication shall be deemed conclusively to have been received by the addressee (i) if sent by mail, five business days after posting; (ii) if sent by courier service or personal delivery, upon actual delivery; and (iii) if sent by facsimile transmission, upon the same business day if given during the ordinary business hours of the addressee, or the next following business day if given outside of such hours.

10. Soliciting Dealer Group

10.1 The Letters of Transmittal contain a box for the insertion of the name of a member of the Soliciting Dealer Group. Where Cognicase Shares deposited and registered in a single name are beneficially owned by more than one person, the relevant minimum and maximum amount shall be applied separately in respect of each beneficial owner. You may require any member of the Soliciting Dealer Group to furnish evidence satisfactory to you of such beneficial ownership before payment of such fee.

10.2 You will provide to the Dealer Managers a list of all dealers and brokers, the names of which have been inserted in the Letters of Acceptance and Transmittal received by you and who have requested solicitation payment, and request confirmation from the Dealer Managers that all such names are members of the Soliciting Dealer Group.

10.3 Upon receipt of written confirmation from the Dealer Managers, you will provide us with a list of the dealers and brokers who comprise the Soliciting Dealer Group, along with information regarding the number of tendered Cognicase Shares solicited by each such dealer and broker pursuant to the Offer, and the amount to be paid to each.

10.4 If we take up and pay for the Cognicase Shares deposited pursuant to the Offer, then you are authorized and directed, as soon as practicable following receipt of documentation from all members of the Soliciting Dealer Group claiming solicitation payment and following our approval and the receipt of sufficient funds from us, to make direct payment to each member of the Soliciting Dealer Group.

11. Fees

11.1 Your fees for acting hereunder will be those set forth in a separate letter We will pay all your reasonable out-of-pocket expenses in connection with your duties hereunder (including, without limitation, overtime expenses, postage, courier, long distances calls, G.S.T., mailing insurance, photocopying, and expert consultant and counsel fees and disbursements). All fees and out-of pocket expenses will be paid by us within thirty days from the date of invoice and we acknowledge that late payment may be subject to interest charges as indicated on the invoice. The Company acknowledges and agrees that the fees of Computershare are confidential information. As such, the Company agrees not to disclose any such fees to any third party without Computershare's prior written consent, save and except for disclose (a) to the Company's professional advisors, held to strict confidence; and (b) as required or otherwise compelled by law.

12. Offices

12.1 You agree to maintain your principal office in each of the cities set out in the Letter of Transmittal to which deposits of the Cognicase Shares may be sent or delivered and at which payment for the Cognicase Shares purchased by us pursuant to the Offer may be picked up at all times during business hours throughout the currency of the Offer.

13. Liability and Indemnity

13.1 You shall not be liable for any error of judgement or any act or omission or for any mistake of fact or law except by reason of your gross negligence or wilful misconduct. You shall not be answerable for the default or misconduct of any agent or counsel provided that any such party selected by you was chosen with reasonable care. Under no circumstances whatsoever will you be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever (including, without limitation, lost profits) even if you have been advised of the possibility of such loss or damage.

13.2 We indemnify and hold you, your successors and permitted assigns, as well as your and their respective directors, officers, employees and agents, harmless from and against any and all claims, demands, assessments, interest, penalties, actions, suits, proceedings, liabilities, losses, damages, costs and expenses, including, without limiting the foregoing, expert, consultant and counsel fees and disbursements on a solicitor and client basis, arising from or in connection with any actions or omissions that you or they take pursuant to this agreement or the Offer, provided that any such action or omission is taken in good faith and without gross negligence or is taken on advice and instructions given to you or them by us, our representatives or counsel consulted by you or them.

13.3 In the event of any claim, action or proceeding brought or commenced against you, you shall notify us promptly after you have received written assertion of such claim or shall have been served with a summons or other legal process, giving information as to the nature and basis of the claim, action or proceeding. We shall undertake the investigation and defence of any such claim, action or proceeding and you shall have the right to retain other counsel, at your own expense, to act on your behalf, provided that, if you reasonably determine that a conflict of interest or other circumstances wherein your best interests would not be adequately represented exist that make representation by counsel chosen by us not advisable, the fees and disbursements of such other counsel shall be paid by us.

13.3 Notwithstanding any other provision in this agreement, the provisions of this Section 13 shall survive the removal of or resignation by you in connection with any and all of your duties and obligations under this agreement.

14. Tax

14.1 The Company shall be solely responsible for all tax processing relating to or arising from the duties or actions contemplated by this agreement, including evaluation, reporting, remittance, filing, and issuance of tax slips, summaries and reports, except as is specifically delegated to you pursuant to this agreement or as may be agreed subsequently, as confirmed in writing by the parties.

14.2 You shall process only such tax matters as have been specifically delegated to you pursuant to this agreement or as may be agreed subsequently, and, in so doing, you do not undertake to carry out any inquiry, evaluation, reporting, remittance, filing or issuance of tax slips, summaries and reports necessarily incidental thereto, which shall remain the sole responsibility of the Company. You shall be entitled to rely upon and assume, without further inquiry or verification, the accuracy and completeness of any tax processing information, documentation or instructions received by you, directly or indirectly, from or on behalf of the Company. It is agreed that any such direction must be supplied to you prior to processing any deposits of the Cognicase Shares.

15. Termination

15.1 Either party may terminate this agreement for any reason whatsoever upon thirty (30) days written notice to the other party or such other shorter period as the parties may agree to in writing.

16. General

16.1 In acting as depositary, you:

(a) shall have no duties or obligations other than those set forth herein or as may subsequently be agreed to by you and the Company;

(b) shall have no obligation to make payment for any tendered Cognicase Shares or Soliciting Dealer Group fees unless the Company shall have provided the necessary funds in advance to pay in full all amounts due and payable with respect thereto;

(c) shall not be obliged to take any legal action that might in your judgment involve any expense or liability unless you shall have been furnished with reasonable funding and indemnity;

(d) may consult counsel satisfactory to you (including our counsel) at our expense and the advice or opinion of such counsel shall be full and complete authorization or protection in respect of any action or omission taken by you thereunder, in good faith, in accordance with the advice or opinion of such counsel;

(e) shall not be called upon at any time to advise any person depositing or considering depositing Cognicase Shares under the terms of the Offers as to the wisdom in making such deposit or as to the increase or decrease in the market value of the Cognicase Shares; and

(f) may rely upon any instructions, instrument, certificate, report or paper believed by you to be genuine and to have been signed or presented by the proper person(s) and you shall be under no duty to make any investigation or inquiry as to any signature or statement contained therein, but may accept the same as having been properly given and as conclusive evidence of the truth and accuracy of any statements therein contained.

16.2 It is agreed that, except as expressly stated to the contrary in the Offering Circular, the Depositary and the Company shall treat all shareholders in the same manner and shall not provide preferential treatment to any shareholder or shareholders in connection with deposits, deficiency of such deposits, and payment.

16.3 This agreement shall not be assigned by either of the parties hereto without the prior written consent of the other.

16.4 This agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

16.6 This agreement shall be governed by and construed in accordance with the laws of the Province of Québec and the laws of Canada applicable therein.

16.7 This agreement may be signed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

16.8 Time shall be of the essence of this agreement.

16.9 All dollar references in this agreement are in Canadian dollars.

16.10Any inconsistency between this agreement and the Offering Circular, as they may from time to time be amended, shall be resolved in favour of the latter, except with respect to the duties, liabilities and indemnifications of you as depositary.

16.11No modification of or amendment to this agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties hereto. This agreement and the schedules attached hereto represent the entire agreement between the parties with respect to the subject matter hereof.

16. 12 The use of headings and division of sections and paragraphs is for convenience of reference only and does not affect the construction or interpretation of the agreement.

16.13You shall not be liable, or held in breach of this agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

16.14The parties hereto confirm that it is their wish that this Agreement as well as all other documents relating hereto, including notices, have been and shall be drawn up in English. Les parties aux présentes confirment leur consentement à ce que cette convention de même que tous les documents, ainsi que tout avis s'y rattachant, soient rédigés en anglais.

Kindly indicate your acceptance of the terms of this letter by signing and returning to us the duplicate hereof, in which case this letter will form an agreement between us.

Per:
Name: André Imbeau
Title: Executive Vice President and Chief Financial Officer

Accepted and agreed to as of the 6th day of December, 2002.

COMPUTERSHARE TRUST COMPANY OF CANADA

Per:
Name: Linda Ellison
Title: Client Relationship Manager, Corporate Actions

Per:
Name: Alain Lapointe
Title: Regional Vice-President, Quebec and Atlantic Regions

SCHEDULE "A"

[ATOP Letter Agreement with DTC referred to in Section 3.4]

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Exhibit 2.6

DEPOSITARY AGREEMENT
SCHEDULE "A"
EX-2.7 9 a2095624zex-2_7.htm EXHIBIT 2.7
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Exhibit 2.7

CONFIDENTIAL

December 6, 2002

CGI Group Inc.
1130 Sherbooke Street West
5^th Floor
Montreal, Quebec H3A 2M8

Attention: Mr. André Imbeau
Executive Vice President and Chief Financial Officer

Dear Sir:

We understand that CGI Group Inc. (the "Company" or "you") intends to make an offer (the "Offer") for all of the issued and outstanding common shares (the "Shares") of Cognicase Inc. (the "Target"), pursuant to an offer to purchase, offering circular, letter of acceptance and transmittal and notice of guaranteed delivery (which together with any other documents used in connection with the Offer are collectively referred to as the "Offering Documents").

You have requested that CIBC World Markets Inc. ("CIBC World Markets") and Desjardins Securities Inc. ("Desjardins Securities") (collectively the "Dealer Managers", "we" or "us") act on your behalf as dealer managers to obtain acceptances of the Offer by the holders of Shares. By your acceptance of this letter (the "Agreement") you hereby appoint us on an exclusive basis and we agree to act as your dealer managers in connection with the Offer in Canada.

In performing their respective obligations under this Agreement, the Dealer Managers shall be acting severally and not jointly. Neither Dealer Managers will be responsible or held liable for the actions or omissions of the other Dealer Manager.

The Dealer Managers agree to form and manage a group consisting of members of the Investment Dealers' Association of Canada, including CIBC World Markets and Desjardins Securities (the "Soliciting Dealer Group"), for the purpose of soliciting acceptances of the Offer from holders of Shares in Canada. As dealer managers of the Soliciting Dealer Group, we will cause the members thereof to perform those services in connection with the Offer as are customarily performed by securities firms in connection with take-over bids and offers of like nature, including, but not limited to, using the reasonable efforts of the members to solicit the tender of Shares pursuant to the Offer.

This Agreement is subject to the terms and conditions set out below.

1. Preparation of Offering Documents. You will complete the preparation of the necessary documents for the Offer including, without limitation, the Offering Documents and French language versions thereof for use in Quebec, and fulfil all legal requirements to enable the Offer to be made to the holders of Shares in accordance with the provisions of all applicable Canadian and U.S. Legislation and, if applicable, of the Canada Business Corporations Act, of the Toronto Stock Exchange and of the Nasdaq National Market (collectively, the "Legislation"). The Offer and the Offering Materials, as defined below, will be in form and substance satisfactory to us and to your counsel.

2. Delivery of Offering Documents. You will cause a copy of the Offering Documents to be mailed within two business days following the receipt of the shareholders list of Target to each holder of record of Shares as at the date of such list. You will, without charge, provide us with a duplicate list showing the names and addresses of the holders of Shares to whom the Offering Documents were mailed. In addition, you will, without charge and in such number and at such locations as we may specify, for our purpose and for the purposes of the Soliciting Dealer Group, provide us with such number of copies of the Offering Documents and other documents and materials filed or to be filed in connection with the Offer pursuant to the Legislation or otherwise with any federal, state or provincial

governmental or regulatory authority (collectively, the "Offering Materials") as we may reasonably request. You hereby authorize us and the Soliciting Dealer Group to use the Offering Documents in connection with the Offer and our activities hereunder. All expenses incurred in connection with making the Offer, including costs of printing and mailing the Offering Documents, will be paid by you.

3. Accuracy of Documents. You represent and warrant to us that, as at the respective dates that the Offering Documents and Offering Materials are mailed to holders of Shares and filed with any regulatory authority, as the case may be, the Offering Documents and the Offering Materials as they may be amended or supplemented from time to time and any notice of change or notice of variation in respect thereof, comply and will comply with the Legislation, and do not and will not contain any untrue, inaccurate or misleading statement of a material fact or omit to state any material fact required to be stated therein or that is necessary to make the statements made therein not misleading in light of the circumstances in which they were made.

4. Material Changes. You agree that if, during the term of the Offer, there occurs any material change or event, actual or contemplated, or you discover any fact or information, which you believe is material or would require the making of any amendment, supplement or revision to the Offering Documents or the Offering Materials under the Legislation (an "Amendment"), you will (i) notify us in writing of the full particulars thereof, (ii) prepare, file and distribute such Amendment in the manner permitted or required pursuant to all applicable Legislation or pursuant to any order obtained by you from the relevant authorities and/or courts in that regard, and (iii) provide us with such numbers of copies of the Amendment as we may reasonably request.

5. Notice of Change to Offer. You will notify us promptly (i) if you withdraw, rescind or terminate the Offer, and (ii) if any regulatory authority or any court requests an Amendment, issues any comments or orders concerning the Offer or requests additional information regarding the Offering Documents or the Offering Materials.

6. Agents for Offer. You will appoint Computershare Trust Company of Canada as depository and paying agent (the "Agent") in connection with the Offer and you will supply the Agent with the necessary funds and necessary Class A Subordinate Shares of the Company required to effect payment for Shares under the Offer and the solicitation fees referred to in paragraph 9 below. In addition, you will instruct the Agent, to provide our designated employees on a daily basis with such information as we may reasonably request as to the Shares deposited and the names of the holders of such deposited Shares. The fees of such agent will be for your account.

7. Counsel to the Dealer Managers. With your prior consent, we will be entitled to retain counsel of our choice, experienced in these types of matters and reasonably acceptable to you, to assist us in the discharge of our duties hereunder, the full reasonable cost of which shall be payable by you upon presentation of invoices which include reasonable particulars of the services provided to us.

8. Expenses and Taxes. You will reimburse us for all reasonable out-of-pocket expenses incurred by us in connection with our engagement hereunder, including, but not limited to, advertising, printing, copying, courier, telecommunications, travel, entertainment, any other expenses and the fees and disbursements of experts retained by us, together with related Goods and Services Tax ("GST") and provincial sales taxes.

Such reimbursements will be payable upon a request for payment thereof by us whether or not the Offer or any transaction contemplated by the Agreement is completed.

All or part of the amounts payable under this Agreement may be subject to GST or provincial sales tax. Where such taxes are applicable, an additional amount equal to the amount of such taxes owing will be payable by you.

9. Solicitation Fee. You will pay a solicitation fee of $0.02 per Share purchased under the Offer to any member of the Soliciting Dealer Group (including us) whose name appears in the appropriate place on the Letter of Acceptance and Transmittal bearing a Canadian address in connection with any Shares so purchased, provided that the solicitation fee in respect of any single beneficial owner of Shares shall not be less than $85 (provided that such beneficial owner deposits a minimum of 1,000 Shares) or more than $1,500 per broker or dealer whose name appears in the appropriate place on the Letter of Acceptance and Transmittal. Where Shares deposited and registered in a single name are beneficially owned by more than one person, the $85 minimum and $1,500 maximum amounts shall be applied separately in respect of each beneficial owner. The solicitation fee payable in respect of any Shares tendered or deposited under the Offer not identified with a particular member of the Soliciting Dealer Group shall be payable to us as Dealer Managers. The solicitation fee shall be payable by you within 30 days of the date of payment for Shares taken up under the Offer. You may require any such member of the Soliciting Dealer Group to furnish evidence satisfactory to you of such beneficial ownership before payment of such fee. We will have the discretion to waive or determine any such fee in the event of any dispute over any matter relating thereto.

10. Use of the Dealer Managers' Advice. You acknowledge and agree that all written and oral opinions, advice, analysis and materials provided by us in connection with our engagement hereunder are intended solely for your benefit and for your internal use only in considering the proposed transaction and you covenant and agree that no such opinion, advice or material shall be used for any other purpose whatsoever or reproduced, disseminated, quoted from or referred to in whole or in part at any time, in any manner or for any purpose, without our prior written consent in each specific instance.

Any advice or opinions given by the Dealer Managers hereunder will be made subject to and will be based upon such assumptions, limitations, qualifications and reservations as we, in our sole judgment, deem necessary or prudent in the circumstances.

The Dealer Managers expressly disclaim any liability or responsibility by reason of any unauthorized use, publication, distribution of or reference to any oral or written opinions or advice or materials provided by us or any unauthorized reference to CIBC World Markets or Desjardins Securities or this engagement.

11. Indemnity. You agree to indemnify and save harmless each of the Dealer Managers, their respective affiliates and their respective directors, officers, employees, partners, agents, advisors and shareholders in accordance with Schedule A hereto, which Schedule forms part of this Agreement and the consideration for which is the entering into of this Agreement. Such indemnity (the "Indemnity") shall be in addition to, and not in substitution of, any liability which you or any other person may have to any of the Dealer Managers or other persons indemnified pursuant to the Indemnity apart from such Indemnity. The Indemnity shall apply to all services contemplated herein, including, without limitation, any "Additional Services" contemplated by paragraph 12 hereof.

12. Additional Services. If we are requested to perform services in addition to those described above, the terms and conditions relating to such services will be outlined in a separate letter of agreement and the fees for such services will be in addition to fees payable hereunder, will be negotiated separately and in good faith and will be consistent with fees paid to investment bankers in North America for similar services.

13. Term. This Agreement may be terminated by either you or us upon written notice, provided that it shall terminate upon the completion of the Offer. Your obligations pursuant to paragraphs 8, 9 10, 11, 14, 15 and 16 shall survive the completion of our engagement hereunder, the termination or purported termination of this Agreement, or the termination, expiry or withdrawal of the Offer.

14. Our Liability. We shall not be subject to any liability to you for any act or omission on the part of any broker or dealer, other than ourselves, or any bank, trust company or information agent, or any other person, and in soliciting or obtaining tenders of Shares, no broker, dealer, bank, trust company or information agent shall be deemed to be acting as our agent and we shall not be deemed to be their agent.

15. Advertisements. You agree, if so requested by us, to include a reference to us and our role in any press release or other public communication issued by you with respect to the Offer. If any transaction is successfully completed, and provided the Dealer Managers are not in breach of any material provision hereof, we shall be permitted to publish, at our own expense, such advertisements or announcements relating to the services provided hereunder in such newspaper or other publications as we consider appropriate subject to your prior written approval which should not be reasonably withheld.

16. Successors and Assigns. This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns provided that no party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other.

17. Governing Law. This Agreement is made pursuant to and shall be construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein except for the provisions regarding the Indemnity which are made pursuant to and shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. You and we hereby submit to the non-exclusive jurisdiction of the courts of the Province of Quebec.

18. Acknowledgement of the Dealer Managers' Activities. You acknowledge that CIBC World Markets is a full-service securities firm engaged in foreign exchange and securities trading and brokerage activities as well as providing loans, investment banking and financial advisory services and that in the ordinary course of such activities, we and our affiliates may hold long or short positions, may trade or otherwise effect transactions for our own account or for the account of clients, in debt or equity securities or related derivative securities of yours, any target or any other company that may be involved in the transaction to which this engagement relates.

Desjardins Securities is an investment dealer that provides the full range of products and services of an integrated brokerage firm to individuals, institutional investors and corporations. Its individual client segment is serviced by its full-service and discount (Disnat) brokerage divisions, while its Corporate Financing, Fixed-Income, and Institutional Sales divisions meet the needs of the corporate client segment. Its product and service offer is complemented by a research service, which regularly publishes in-depth analyses on stocks and market trends. In addition, Desjardins Securities has an active proprietary trading book that trades securities on behalf of Desjardins Securities that are issued by a wide range of public companies. In the ordinary course of its activities and subject always to compliance with applicable securities laws, Desjardins Securities may hold long or short positions, may trade or otherwise effect transactions for its own account or for the account of Desjardins Securities' clients, in debt or equity securities or related derivative securities of the company that may be involved in the transaction to which this engagement relates.

19. Notices. Any notice or other communication required or permitted to be given under this Agreement will be in writing and will be delivered to:

(a) in the case of the Company:		CGI GROUP INC. 130 Sherbrooke Street West 5^th Floor Montreal, Quebec H3A 2M8 Attention: André Imbeau Facsimile No.: (514) 841-3299
(b) in the case of the Dealer Managers:		CIBC World Markets Inc. 600 de Maisonneuve Blvd. West Suite 3050 Montreal, Quebec H3A 3J2 Attention: Charles St-Germain Facsimile No.: (514) 847-6430
		Desjardins Securities Inc. 1 Complexe Desjardins 29^th Floor, South Tower Montreal, Quebec H5B 1J2 Attention: Jacques Lemay Facsimile No.: (514) 842-7975
with a copy to:		CIBC World Markets Inc. Robert J. Richardson Vice President and Group Head, Legal Facsimile No.: (416) 304-4573

The parties may change their respective addresses for notices by notice given in the manner set out above. Any notice or other communication will be in writing, and unless delivered personally to the addressee or to a responsible officer of the addressee, as applicable, will be given by telecopy and will be deemed to have been given when (i) in the case of a notice delivered personally to a responsible officer of the addressee, when so delivered; and (ii) in the case of a notice delivered or given by telecopy, on the first business day following the day on which it is sent.

20. Use of Affiliates. In performing its responsibilities under this Agreement, the Dealer Managers may utilize the services of their respective affiliates provided that each of the Dealer Managers will be responsible to ensure that their affiliates comply with the terms of this Agreement. For the purposes of this Agreement, the terms "Dealer Managers", "us", "we", "our" and like expressions shall include such affiliates.

21. Language. The parties acknowledge that they have agreed that this Agreement and all documents under or in connection with this Agreement are to be prepared and executed in the English language only. Les parties aux présentes ont consenti à ce que la présente convention et tout document qui s'y rattache soient rédigés et souscrits en anglais seulement et s'en déclarent satisfaites.

If the foregoing is in accordance with your understanding, please indicate your agreement to the above terms and conditions by signing the enclosed copy of this Agreement and returning the same to us.

Yours very truly,
CIBC WORLD MARKETS INC.

By:
Managing Director

DESJARDINS SECURITIES INC.

By:
Managing Director

The foregoing is in accordance with our understanding and is agreed by us as of the date first written above.

CGI GROUP INC.

By:
Name: André Imbeau
Title: Executive Vice President and Chief Financial Officer

SCHEDULE A
INDEMNITY

In consideration for CIBC World Markets Inc. ("CIBC World Markets") and Desjardins Securities Inc. ("Desjardins Securities") accepting the engagement (the "Engagement") pursuant to the engagement letter (the "Agreement") to which this Schedule A is attached, the Company (as defined in the attached Agreement) agrees to indemnify and save harmless each of CIBC World Markets and Desjardins Securities, their respective affiliates and their respective directors, officers, employees, partners, agents, advisors and shareholders (collectively, the "Indemnified Parties" and individually, an "Indemnified Party") from and against any and all losses, claims, actions, suits, proceedings, damages, liabilities or expenses of whatsoever nature or kind (excluding loss of profits), including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees, disbursements and taxes of their counsel in connection with any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the "Claims") to which an Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the Engagement whether performed before or after the Company's execution of the Agreement and to reimburse each Indemnified Party forthwith, upon demand, for any legal or other expenses reasonably incurred by such Indemnified Party in connection with any Claim.

In the event and to the extent that a court of competent jurisdiction in a final judgement that has become non-appealable determines that an Indemnified Party was grossly negligent or guilty of wilful misconduct in connection with a Claim in respect of which the Company has advanced funds to the Indemnified Party pursuant to this indemnity, such Indemnified Party shall reimburse such funds to the Company and thereafter this indemnity shall not apply to such Indemnified Party in respect of such Claim. The Company agrees to waive any right the Company might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity.

In case any action, suit, proceeding or claim is brought against an Indemnified Party or an Indemnified Party has received notice of the commencement of any investigation in respect of which indemnity may be sought against the Company, the Indemnified Party will give the Company prompt written notice of any such action, suit, proceeding, claim or investigation of which the Indemnified Party has knowledge and the Company will undertake the investigation and defence thereof on behalf of the Indemnified Party, including the prompt employment of counsel acceptable to the Indemnified Parties affected and the payment of all expenses. Failure by the Indemnified Party to so notify shall not relieve the Company of its obligation of indemnification hereunder unless (and only to the extent that) such failure results in forfeiture by the Company of substantive rights or defences.

No admission of liability and no settlement, compromise or termination of any action, suit, proceeding, claim, or investigation shall be made without the Company's consent and the consent of the Indemnified Parties affected, such consents not to be unreasonably withheld. Notwithstanding that the Company will undertake the investigation and defence of any Claim, an Indemnified Party will have the right to employ separate counsel with respect to any Claim and participate in the defence thereof, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless:

(a) employment of such counsel has been authorized in writing by the Company;

(b) the Company has not assumed the defence of the action within a reasonable period of time after receiving notice of the claim;

(c) the named parties to any such claim include both the Company and the Indemnified Party and the Indemnified Party shall have been advised by counsel to the Indemnified Party that there may be a conflict of interest between the Company and the Indemnified Party; or

(d) there are one or more defences available to the Indemnified Party which are different from or in addition to those available to the Company;

in which case such reasonable fees and expenses of such counsel to the Indemnified Party will be for the Company's account. The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights an Indemnified Party may have at common law or otherwise.

If for any reason the foregoing indemnification is unavailable (other than in accordance with the terms hereof) to the Indemnified Parties (or any of them) or is insufficient to hold them harmless, the Company will contribute to the amount paid or payable by the Indemnified Parties as a result of such Claims in such proportion as is appropriate to reflect the relative fault of the Company and the Indemnified Parties and such other equitable considerations as may be relevant.

The Company hereby constitutes CIBC World Markets and Desjardins Securities as trustee for each of the other Indemnified Parties of the Company's covenants under this indemnity with respect to such persons and CIBC World Markets and Desjardins Securities agree to accept such trust and to hold and enforce such covenants on behalf of such persons.

The Company also agrees that no Indemnified Party shall have any liability (either direct or indirect, in contract or tort or otherwise) to the Company or any person asserting claims on the Company's behalf or in right for or in connection with the Engagement, except to the extent that any losses, expenses, claims, actions, damages or liabilities incurred by the Company are determined by a court of competent jurisdiction in a final judgement that has become non-appealable to have resulted from the gross negligence or wilful misconduct of such Indemnified Party.

The Company agrees to reimburse CIBC World Markets and Desjardins Securities monthly for the time spent by their respective personnel in connection with any Claim at their normal per diem rates. The Company also agrees that if any action, suit, proceeding or claim shall be brought against, or an investigation commenced in respect of the Company and personnel of CIBC World Markets and/or Desjardins Securities shall be required to testify, participate or respond in respect of or in connection with the Engagement, CIBC World Markets and/or Desjardins Securities (as the case may be) shall have the right to employ their own counsel in connection therewith and the Company will reimburse CIBC World Markets and/or Desjardins Securities (as the case may be) monthly for the time spent by their respective personnel in connection therewith at their normal per diem rates together with such disbursements and reasonable out-of-pocket expenses as may be incurred, including reasonable fees and disbursements of CIBC World Markets' and Desjardins Securities' counsel, provided that CIBC World Markets and Desjardins Securities shall be required to use the same counsel. In addition, CIBC World Markets and Desjardins Securities shall cooperate with the Company in managing their legal counsel with the objective of keeping such counsel's fees as low as reasonably practicable.

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Exhibit 2.7

SCHEDULE A INDEMNITY
EX-3.4 10 a2095624zex-3_4.htm EXHIBIT 3.4
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Exhibit 3.4

CGI GROUP INC.
INFORMATION CIRCULAR

The Information Circular is provided in connection with the solicitation of proxies by the management of CGI GROUP INC. (the "Company" or "CGI") for use at the Annual General Meeting of Shareholders of the Company which will be held on January 21, 2002, and at any adjournment thereof (the "Meeting"). Unless otherwise indicated, the information provided herein is as at November 21, 2001.

The solicitation of proxies will be made primarily by mail. However, proxies could be solicited personally or by telephone by regular employees of the Company at minimal costs. The Company does not expect to pay any compensation for the solicitation of proxies, but will pay brokers and other persons holding shares for others in their own names or in the names of their nominees, the reasonable expenses for sending proxy material to beneficial owners in order to obtain voting instructions. The Company will bear all expenses in connection with the solicitation of proxies.

PROXIES

In order to be voted at the Meeting, a proxy must be received by the Secretary of the Company prior to the Meeting. A proxy may be revoked at any time by the person giving it to the extent that it has not yet been exercised. A proxy may be revoked by filing a written notice with the Secretary of the Company. The powers of the proxy holders may also be revoked if the shareholder attends the Meeting in person and so requests.

The persons, whose appointment to act under the accompanying form of proxy is solicited by the Company, are Directors of the Company.

The persons whose names are printed on the enclosed form of proxy will vote all the shares in respect of which they are appointed to act, in accordance with the instructions given on the form of proxy. In the absence of specification on any matter or if more than one choice is indicated, the shares represented by the enclosed form of proxy will be voted FOR that matter.

Every proxy given to any person in the enclosed form of proxy will confer discretionary authority with respect to amendments or variations to the matters identified in the Notice of Meeting and with respect to any other matters that may properly come before the Meeting.

Every shareholder has the right to appoint a person to act on his behalf at the Meeting other than any other persons whose names are printed in the enclosed form of proxy. To exercise this right, the shareholder should insert his nominee's name in the space provided for such purpose in the enclosed form of proxy or prepare another proxy in proper form appointing his nominee.

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES

Only the holders of Class A Subordinate Shares and the holders of Class B Shares (multiple voting) on record at the close of business on December 3, 2001 will be entitled to receive notice and to vote at the Meeting. Each Class A Subordinate Share ("Class A Subordinate Shares") will entitle its holder to one vote and each Class B Share (multiple voting) ("Class B Shares") will entitle its holder to ten votes. As at December 3, 2001, the Company had 327,438,159 Class A Subordinate Shares and 40,799,774 Class B Shares outstanding.

As at December 3, 2001, to the knowledge of the senior executives of the Company, the only person who exercised control or direction over 10% or more of the outstanding Class A Subordinate Shares is BCE Inc., directly and indirectly through its wholly-owned subsidiary 3588513 Canada Inc., which exercised control or direction over an aggregate number of 113,000,794 Class A Subordinate Shares, representing 34.51% of the Class A Subordinate Shares outstanding. As at December 3, 2001, only Mr. Serge Godin, indirectly through 9058-0705 Québec Inc. and 3727912 Canada Inc. (companies controlled by Mr. Serge Godin), Mr. André Imbeau, indirectly through 9061-9354 Québec Inc. and 9102-7003 Québec Inc. (companies controlled by Mr. André Imbeau), and BCE Inc., directly and indirectly through its wholly-owned subsidiary 3588513 Canada Inc., exercised control or direction over 10% or more of the outstanding Class B Shares. Mr. Serge Godin, indirectly through 9058-0705 Québec Inc. and 3727912 Canada Inc., beneficially owns or controls 28,216,507 Class B Shares, Mr. André Imbeau, indirectly through 9061-9354 Québec Inc. and 9102-7003 Québec Inc., beneficially owns or controls 4,221,165 Class B Shares, and BCE Inc., directly and indirectly through its wholly-owned subsidiary 3588513 Canada Inc., beneficially owns or controls 7,027,606 Class B Shares, representing respectively 69.16%, 10.35% and 17.23% of the outstanding Class B Shares, representing respectively 69.16%, 10.35% and 17.23% of the votes attaching to the outstanding Class B Shares, and representing respectively 38.44%, 5.75% and 24.92% of the votes attaching to all outstanding voting shares of the Company.

As at December 3, 2001, the directors and officers of the Company, as a group, beneficially owned, directly or indirectly, 22,487,261 Class A Subordinate Shares and 33,772,168 Class B Shares.

ELECTION OF DIRECTORS

The persons whose names are printed in the enclosed form of proxy intend to vote for the election as directors of the proposed nominees whose names are set forth in the following table. Each director elected will hold office until the next annual meeting or until that director's successor is duly elected, unless the office is earlier vacated, in accordance with the relevant provisions of the applicable laws.

The following table lists the name of each person proposed by management for election as a director, his principal occupation, the year when he first became a director and the number of shares of the Company beneficially owned, directly or indirectly, or over which control or direction was exercised, as at November 21, 2001.

Information as to shares they beneficially owned, or over which control or direction was exercised, as at November 21, 2001, has been furnished by the proposed nominees individually.

			Number of Shares Beneficially Owned or Controlled
Name	Principal Occupation	First Year as Director	Class A Subordinate Shares	Class B Shares
YVAN ALLAIRE ^(a)	Emeritus Professor (UQAM), President, Governance Value Added Inc.	1999	172	—
WILLIAM D. ANDERSON ^(b)	President BCE Ventures Inc.	1999	1,000	—
CLAUDE BOIVIN ^(a)	Director of Companies	1993	106,596	—
JEAN BRASSARD	Vice-chairman, CGI Group Inc. and Director of Companies	1978	51,296	1,334,496
CLAUDE CHAMBERLAND ^(b)	Director of Companies	1998	11,396	—
PAULE DORÉ	Executive Vice-President and Chief Corporate Officer and Secretary CGI Group Inc.	1996	471,948	—
SERGE GODIN ^(c)	Chairman and Chief Executive Officer CGI Group Inc.	1976	563,288	28,216,507
ANDRÉ IMBEAU	Executive Vice-President and Chief Financial Officer and Treasurer CGI Group Inc.	1976	47,386	4,221,165
DAVID L. JOHNSTON.^(b)	President and Vice-Chancellor University of Waterloo	1994	73,120	—
EILEEN A. MERCIER ^(a)	President Finvoy Management Inc.	1996	15,278	—
SATISH K. SANAN	President U.S. and Asia Pacific CGI Group Inc.	2002	19,543,949	—
C. WESLEY M. SCOTT	Director of Companies	2001	1,000	—
CHARLES SIROIS	Chairman and Chief Executive Officer Telesystem Ltd.	1998	2,642	—
SIIM A. VANASELJA	Chief Financial Officer BCE Inc.	2002	5,000	—

(a): Member of the Audit Committee
(b): Member of the Human Resources and Corporate Governance Committee
(c): Ex-officio member of the Human Resources and Corporate Governance Committee

For the past five years, all of the nominees have been engaged in their present occupation or in other management capacities with the companies with which they currently hold positions, except for: Mr. Yvan Allaire who, prior to July 3, 2001, was Executive Vice-President, Bombardier Inc. and Chairman, Bombardier Capital; Mr. William D. Anderson who, prior to December 1st, 2000, was Chief Financial Officer of BCE Inc.; Mr. Jean Brassard who, prior to October 1, 2000, was President and Chief Operating Officer of CGI Group Inc.; Mr. Claude Chamberland who, prior to May 1, 2001, was President of Alcan International Ltd.; Mr. C. Wesley M. Scott who, prior to March 1, 2001 was Chief Corporate Officer of BCE inc.; Mr. Charles Sirois who, prior to February 15, 2000, was Chairman and Chief Executive Officer of Teleglobe Inc.; Mr. Satish Sanan who, prior to July 27, 2001, was Chairman and Chief Executive officer, IMRglobal Corp.; and Mr. Siim A. Vanaselja who, prior to January 15, 2001, was Executive Vice-President and Chief Financial Officer of BCI Inc.

REPORT OF THE HUMAN RESOURCES AND CORPORATE GOVERNANCE COMMITTEE ON THE REMUNERATION OF DIRECTORS AND NAMED EXECUTIVE OFFICERS

Composition of the Human Resources and Corporate Governance Committee

The Human Resources and Corporate Governance Committee of the Board of Directors (the "Human Resources Committee") has responsibility for the administration of the compensation policy covering the Company's senior officers. The Human Resources Committee makes recommendations on the compensation of senior officers to the Board of Directors for approval.

The Human Resources Committee is composed of Messrs. David L. Johnston, Chairman, William D. Anderson and Claude Chamberland. Mr. Godin currently participates to Human Resources Committee meetings as an ex-officio member. The Committee met three times during fiscal 2001.

Remuneration of Named Executive Officers

•: Compensation Policy

In order to support its strategic plan, the Company has adopted a compensation policy for its senior officers whereby emphasis is put on incentive compensation.

The compensation level provided for senior officers is based on a targeted positioning in comparison with a reference group comprised, according to the role of the senior officer, of Canadian and U.S. companies of the high technology industry, including other information technology consulting firms, or of companies where the information technology function is of strategic importance. The Company believes that this reference group constitutes a good representation of the market for recruiting high performing managers and the talents CGI needs to continue its successful expansion.

The compensation policy aims at providing the Company's senior officers with a compensation package defined, according to a specific position within the reference group, as follows:

•: the fixed components, which inc lude base salary, benefits and perquisites, are aligned with the median of the Canadian reference group;
•: the annual incentive is positioned at the median of the Canadian and the U.S. reference groups (referred to as the North American reference group);
•: the long-term incentive is set at the level required to position the total compensation toward the upper quartile of the North American reference group.

The North American reference group is composed of the Canadian reference group combined with the U.S. reference group, where each group is equally weighted thus reflecting the global scope of the Company.

•: Components of Total Compensation

The components of CGI's senior officers total compensation are:

1): a competitive base salary;
2): short-term incentives in the form of variable annual plans and programs based on the responsibilities of the officer and the achievement of objectives;
3): a benefits package providing the officer with protection in the event of death or disability, as well as medical and dental care plans;
4): a perquisites package required to respond to the officer's business requirements; and

5): two long-term incentive plans, one being a management stock incentive plan, the other a share option plan, both intended for senior executive officers.

•: Base Salary

Base salaries are reviewed annually by the Human Resources Committee, based on each senior officer's responsibilities, competencies and contribution to the Company's success. The Human Resources Committee submits all salary increases granted to officers to the Board of Directors for approval.

•: Short-Term Incentive

The senior officers participate in an annual bonus plan adapted to their responsibilities within the organization. The purpose of this plan is to provide these key employees with an incentive to increase the growth and profitability of the Company and offer a cash reward based on the achievement of performance objectives derived from the Company's strategic plan, as reflected in the annual budget.

These senior executive officers are eligible for a bonus (the "Target Bonus") for fully meeting the objectives, as defined early in the year by the Human Resources Committee for short-term incentive plan purposes. The actual bonus can reach two times the Target Bonus for exceptional performance. The Human Resources Committee has the discretion to waive minimum profitability requirements when exceptional strategic achievements are realized during a year which could increase the value of the Company over the long-term.

The Target Bonus varies between 40% and 55% of the senior officer's base salary and is adjusted by a performance factor. The performance measures are Company and/or Strategic Business Units profitability, based on earnings before amortization of goodwill and income taxes, and growth in net revenues for the year.

•: Long-Term Incentive
(a): Management Stock Incentive Plan

Senior management members, excluding the Chairman and Chief Executive Officer and the Executive Vice-President and Chief Financial Officer, are eligible to participate in a Management Stock Incentive Plan (the "Incentive Plan"). The purpose of the Incentive Plan is to promote synergy among business units of the Company, to provide key managers with an opportunity to share in the creation of economic value to the Company, and to promote shareholding among management with an opportunity for capital accumulation.

Under the Incentive Plan, eligible senior officers are provided with the opportunity to purchase, at the beginning of a performance cycle, a specific number of Company shares, as determined by the Human Resources Committee at the beginning of the performance cycle. Purchases are made on the market, at fair market value, with the purchase commissions being paid by the Company. Purchases are financed through loans arranged with financial institutions, the interest on such loans being paid by the Company for the duration of the performance cycle. The shares are used as collateral for the loan and are held in trust for the duration of the performance cycle.

In the course of the performance cycle, each participant is entitled to earn a bonus, which will be first applied in reimbursement of the participant's loan. The Target Bonus is earned for achieving expected results, in relation to the Company's total cumulative contribution margin over the performance cycle. A bonus equal to two times the Target Bonus may be earned for exceptional results. However, no bonus is paid if performance falls below a minimum or threshold level. The Target Bonus is equal to 100% of the loan taken out by the officer for purchase of the shares. The performance cycle is three years from the date of purchase of the shares, and the performance objectives for purposes of the plan are defined by the Human Resources Committee at the beginning of the cycle.

The third three-year performance cycle under the Incentive Plan started on October 1, 1999 and will end on September 30, 2002.

(b): Share Option Plans

Share option plans for certain employees of the Company and its subsidiaries were in force at the end of fiscal 2001.

Share option plan for employees, officers and directors of CGI Group Inc., its subsidiaries and its associates (the "CGI Share Option Plan")

Under the CGI Share Option Plan, the Human Resources Committee may grant, at its own discretion, options to purchase Class A Subordinate Shares to certain employees of the Company. The exercise price is established by the Human Resources Committee but may not be lower than the closing price for Class A Subordinate Shares on the business day preceding the date of the grant. Each option may be exercised within a period not exceeding 10 years, except in the event of retirement, termination of employment or death.

Five Named Executive Officers were granted options during fiscal 2001. The details of these grants are shown on the table "Options granted during the most recently completed fiscal year".

Some of the options granted during 2001 to the Named Executive Officers have special terms and conditions. These special terms and conditions apply to grants of 285,000, 105,000, 110,000 and 20,000 options to Messrs. Godin, Roach, Imbeau and Chassé, respectively. Each of these options may be exercised within a period not exceeding 10 years. Half of these options vest on the first anniversary of their grant if the officer is still employed by the Company on that date.

The vesting of the other half is tied to the profitability and growth in net revenues of the Company in the fiscal year ending September 30, 2002. The Company must meet minimum levels of profitability and growth for these options to vest, and they will all vest if the Company exceeds its profitability and growth objectives for the year. However, any option that does not vest according to the Company's performance may still vest later at the rate of 1/3 on the third, fourth and fifth anniversary of the option grant.

IMRglobal Share Option Plans

Pursuant to the acquisition of IMRglobal Corp. ("IMR") in July 2001, CGI continued the stock option plans of IMR, being the Directors' Stock Option Plan (the "IMR Directors' Plan"), the First Amended and Restated Stock Incentive Plan (the "IMR Incentive Plan") and the 1999 Employee Stock Incentive Plan (the "IMR 1999 Incentive Plan") (together the "IMR Option Plans"). As a result of the acquisition of IMR, all outstanding options to purchase shares of IMR became options to acquire Class A Subordinate Shares of the Company. Although each IMR option issued prior to the IMR acquisition remains subject to the terms of the IMR Option Plan under which it was issued, no new options will be granted under the IMR Option Plans.

The IMR Directors' Plan was available to non-employee directors of IMR or of any of its subsidiaries. Options subject to the terms of the IMR Directors' Plan were granted at an exercise price equal to the fair market value of the underlying shares on the date of grant. The fair market value was defined as being the closing price of IMR stock on the Nasdaq national Market on the business day preceding the date of grant. Such options are exercisable until December 31, 2001.

The IMR Incentive Plan was available to employees of IMR or any one of its subsidiaries as well as to non-employee directors of IMR, consultants or other persons who rendered valuable services to IMR or any one of its subsidiaries. Options subject to the IMR Incentive Plan were granted at an exercise price equal to the fair market value of the underlying shares on the date of grant. The fair market value was defined as being the closing price of IMR stock on the Nasdaq national Market

on the business day preceding the date of grant. Options issued under the IMR Incentive Plan may generally be exercised within a period not exceeding 10 years, except in the event of retirement, termination or death.

The IMR 1999 Incentive Plan was available to employees of IMR or any of its subsidiaries. Executive officers and directors of IMR were not permitted to participate in such plan. Options subject to the terms of the IMR 1999 Incentive Plan were granted at an exercise price equal to the fair market value of the underlying shares on the date of grant. The fair market value was defined as being the closing price of IMR stock on the Nasdaq national Market on the business day preceding the date of grant. Options issued under the IMR 1999 Incentive Plan may generally be exercised within a period not exceeding 10 years, except in the event of retirement, termination or death.

Furthermore, options granted under the IMR Incentive Plan and the IMR 1999 Incentive Plan will vest and become fully exercisable if the employment of the employee is terminated without cause within 12 months after the acquisition of IMR by CGI.

The Named Executive Officers do not hold options subject to the terms of the IMR Option Plans.

•: Remuneration of the Chairman and Chief Executive Officer

Mr. Godin's compensation is determined according to the same compensation policy that applies to the other senior officers of the Company. Accordingly, Mr. Godin's base salary reflects the median value of similar positions in the Canadian high technology industry as well as his level of competency and contribution to the success of the Company. The rest of Mr. Godin's compensation is mostly delivered through incentive compensation with particular emphasis on long-term incentive to promote creation of shareholder value.

Based on the provisions of the current bonus plan, the Chairman and Chief Executive Officer is eligible for a Target Bonus equal to 55% of his base salary. During fiscal 2001, the Chairman and Chief Executive Officer earned a bonus of $280,095 given that the Company's financial goals were exceeded. The Chairman and Chief Executive Officer does not participate in the Incentive Plan.

•: Separation Policy for Senior Officers

The Company adopted a separation policy for its senior management to ensure that the senior officers receive appropriate and equitable treatment should their employment be terminated by the Company. The separation policy provides for compensatory payments to the senior officers in case of termination without cause by the Company or their resignation following important reductions in their responsibilities and/or compensation. The separation policy provides for a severance payment equal to two times the sum of the annual salary and annual bonus of the senior officer. Group benefits, but disability coverage, continue for a period of 24 months following the departure of the senior officer without exceeding the reemployment date of the senior officer, as the case may be. Eligibility to other fringe benefit plans and to specific benefits ceases or continues, as the case may be, subject to the detailed provisions set out in the separation policy. Unvested rights to exercise options granted under the CGI Share Option Plan at the time of the departure of the senior officer are cancelled except otherwise decided by the Chairman and Chief Executive Officer or the Human Resources Committee. Vested options granted under the Share Option Plan and still unexercised at the time of the departure of the senior officer can be exercised for three months from the date of departure, without exceeding the normal term of the options. The Company undertakes to pay the fees for outplacement services up to a maximum of 10% of the senior officer's annual salary.

Report submitted by the Human Resources and Corporate Governance Committee on November 5, 2001:

David L. Johnston, Chairman
William D. Anderson
Claude Chamberland

REMUNERATION OF NAMED EXECUTIVE OFFICERS

The summary compensation table shows detailed infor mation on total compensation for the Chairman and Chief Executive Officer and the four other most highly paid executive officers for services rendered during the fiscal years ended on September 30, 2001, 2000 and 1999. This information is as follows:

•: salary earned;
•: bonus earned under the Company's annual bonus plan;
•: any other compensation, including perquisites and other personal benefits;
•: options granted under the CGI Share Option Plan;
•: bonus earned under the Incentive Plan;
•: any other compensation not otherwise declared elsewhere.

SUMMARY COMPENSATION TABLE

		Annual Compensation				Long-Term Compensation			Any Other Compensation
Name and Principal Position as at September 30, 2001		Salary ($)	Bonus ($)	Other Annual Compensation ($)		Securities Under Options Granted (#)		Long-Term Incentive Plans Payouts ($)	($)
Serge Godin Chairman and Chief Executive Officer	2001 2000 1999	500,287 485,162 459,657	280,095 — 345,000	224,570 229,177 229,249	(a)	285,000 155,000 65,000	(b)	— — —	17,318 16,908 16,099	(c) (c) (c)
Michael Roach President, Canada and Europe	2001 2000 1999	384,327 333,365 290,693	297,450 — 125,000	(d) 34,349 (d)		155,000 78,000 —	(e)	— — —	13,051 11,547 7,671	(c) (c) (c)
André Imbeau Executive Vice-President and Chief Financial Officer	2001 2000 1999	372,788 361,739 344,347	230,835 — 258,750	(d) (d) (d)		120,000 115,000 50,000	(b)	— — —	12,922 12,624 12,074	(c) (c) (c)
Paule Doré Executive Vice-President and Chief Corporate Officer	2001 2000 1999	308,827 299,800 286,440	139,075 — 143,500	(d) 32,385 (d)		90,000 60,000 25,000	(b)	— — —	10,706 10,465 10,045	(c) (c) (c)
François Chassé Executive Vice-President, Mergers & Acquisitions	2001 2000 1999	355,594 343,077 322,464	50,000 — 125,000	56,363 47,850 (d)	(f)	30,000 53,000 7,500	(e) (b)	— — —	12,304 11,967 11,105	(c) (c) (c)

(a): This amount includes $190,200 representing the amount of interest and capital paid by CGI on behalf of Mr. Godin on loans taken out by him for purchase of Company stock.
(b): Number of securities before 2 for 1 stock split effective January 7, 2000.
(c): This amount represents the Company's contribution in the name of the executive toward the Stock Purchase Plan available to all the Company's employees. Officers may contribute up to 3.5% of their base salary, an amount fully matched by the Company. Contributions are used to purchase Company stock.
(d): As the value of perquisites and other personal benefits does not exceed the lower of $50,000 or 10% of the aggregate salary and bonus for the fiscal year being considered, its disclosure is not required under current disclosure rules.
(e): 18,000 of those securities are before 2 for 1 stock split effective January 7, 2000.
(f): This amount includes $37,032 representing the value of automobile benefit provided to Mr. Chassé.

Share Options

•: Options Granted During the Last Fiscal Year

The table below shows, for the Named Executive Officers, the options granted during fiscal 2001.

OPTIONS GRANTED DURING THE MOST RECENTLY
COMPLETED FISCAL YEAR

Name	Securities Under Options Granted (#)	% of Total Options Granted to Employees During the Fiscal Year	Exercise Price ($)	Market Value of Securities Under Options at the Date of Grant ($)	Expiration Date
Serge Godin	285,000	2.67%	8.90	8.90	September 18, 2011
Michael Roach	105,000 50,000	0.99% 0.47%	8.90 6.73	8.90 6.73	September 18, 2011 April 23, 2011
André Imbeau	110,000 10,000	1.03% 0.09%	8.90 6.73	8.90 6.73	September 18, 2011 April 23, 2011
Paule Doré	80,000 10,000	0.75% 0.09%	8.90 6.73	8.90 6.73	September 18, 2011 April 23, 2011
François Chassé	20,000 10,000	0.19% 0.09%	8.90 6.73	8.90 6.73	September 18, 2011 April 23, 2011

•: Options Exercised During the Last Fiscal Year

The following table shows, for each Named Executive Officer, the number of shares covered by the options granted, if any, exercised during the fiscal year ended on September 30, 2001, and the aggregate value realized at the time of exercise.

The table also shows the total number of shares covered by unexercised options, if any, held as at September 30, 2001, and the value of unexercised in-the-money options at year-end.

OPTIONS EXERCISED DURING THE MOST RECENTLY COMPLETED FISCAL YEAR AND VALUE OF OPTIONS AT YEAR-END

							Value of Unexercised In-The-Money Options at Year-End^(a) ($)
			Unexercised Options at Year-End (#)
Name	Securities Acquired on Exercise (#)	Aggregate Value Realized ($)	Unexercised Options at Year-End (#)
Name	Securities Acquired on Exercise (#)	Aggregate Value Realized ($)	Exercisable		Non-Exercisable		Exercisable	Non-Exercisable
Serge Godin	—	—	140,075 132,500	(b)	299,925		—	42,750
Michael Roach	—	—	55,200 3,000 120,000	(b) (c)	159,800 15,000	(b)	1,589,564	131,986
André Imbeau	—	—	103,925 110,000 22,500	(b) (d)	131,075		829,800	39,680
Paule Doré	—	—	55,200 52,500	(b)	94,800		—	35,180
Francois Chassé	—	—	32,600 13,500	(b)	32,400 12,000	(b)	—	26,180

(a): Based on the closing price on the Toronto Stock Exchange of Class A Subordinate Shares as of September 28, 2001, namely $9.05.
(b): Number of securities before 2 for 1 stock split effective January 7, 2000.
(c): Number of securities before 2 for 1 stock splits effective May 21, 1998 and January 7, 2000.
(d): Number of securities before 2 for 1 stock splits effective December 15, 1997, May 21, 1998 and January 7, 2000.

Performance Graph

The following graph compares the annual variations in the total cumulative return on the Class A Subordinate Shares with the total cumulative return of the TSE 300 and NASDAQ stock indexes, for the past five financial years of the Company.

Remuneration of Directors

Members of the Board of Directors who are employees of the Company are not compensated for their services as directors or members of committees of the Board of Directors of the Company.

Members of the Board of Directors who are not employees of the Company are paid an annual retainer fee of $15,000. An additional compensation of $2,000 per year is paid to members of a committee and $3,000 per year to a Chairman of a committee. Attendance fees are $1,000 per Board or committee meeting, except for members of the Audit Committee who receive $2,500 per meeting attended.

Members who join the Board of Directors for the first time are entitled to receive a grant of 2,000 stock options on the date of their nomination. In addition, members of the Board of Directors receive annually a grant of 4,000 options.

Members of the Board of Directors may choose to convert part or all of their retainer in deferred stock units ("DSU"). The number of DSUs granted to a member is equal to the chosen annual retainer amount divided by the average

closing price of Class A Subordinate Shares on the Toronto Stock Exchange over the five business days preceding the calculation date. Once granted, the value of DSUs is determined based on the quoted market price of the Class A Subordinate Shares. The value of DSUs is payable only upon the member's departure from the Board. The amount paid corresponds to the number of DSUs accumulated to the credit of the member multiplied by the average closing price of Class A Subordinate Shares during the 30 working days preceding the member's departure. The amount is paid in cash, after statutory deductions. For each DSU purchased with the retainer, the member of the Board of Directors is granted two stock options under the CGI Share Option Plan. Each option may be exercised within a period not exceeding 10 years. The exercise price is equal to the closing price of Class A Subordinate Shares on the Toronto Stock Exchange on the date preceding the date of grant. The members of the Board of Directors have 30 days following their election or reelection as directors to notify the Company's Secretary of the portion of the retainer they wish to receive in DSUs for the next fiscal year.

For the year ended September 30, 2001, a total cash remuneration of $197,029 has been paid to the directors.

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

As of November 21, 2001, no directors, senior officers, former directors or senior officers of the Company were indebted to the Company.

CORPORATE GOVERNANCE

The Company supports and conducts its business in accordance with the Toronto Stock Exchange guidelines for effective corporate governance. These guidelines address such matters as the constitution and independence of Boards of Directors, the functions to be performed by boards and their committees, and the relationship between the Board of Directors, management and shareholders. A brief description of the Company's corporate governance practices is set out, in tabular form, and is attached to this Information Circular as Appendix A.

Decisions Requiring Prior Approval by BCE Inc.

Under the terms of the options agreement (the "Options Agreement") entered into in 1998, as since amended, among, inter alia, Serge Godin, André Imbeau, Jean Brassard (collectively, the "Majority Shareholders"), their respective holding companies, Bell Canada, BCE Inc. and CGI, until the earlier of January 5, 2006 and the date on which BCE Inc. acquires Control (as defined in the Options Agreement) of CGI, certain matters are subject to the prior approval of the chief executive officer or the chief operating officer of BCE Inc. Specifically, BCE Inc. must approve:

•: any change in the dividend policy of CGI;
•: any arrangement, amalgamation or merger of CGI with any person other than wholly-owned subsidiaries of CGI or other public corporations with market capitalizations less than 10% of that of CGI;
•: any transaction with a value in excess of $10 million between CGI and its subsidiaries on the one hand, and any person or persons acting in concert with 10% or more of the voting power of CGI, other than BCE Inc. and its affiliates;
•: any transaction or operation involving CGI or one of its consolidated subsidiaries as a result of which certain financial ratios would not be met;
•: the appointment, from time to time, of a Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of CGI other than Serge Godin, Jean Brassard or André Imbeau;

•

amendments to articles of incorporation or by-laws of CGI;

•

redemptions, purchases or offers to purchase or redeem equity shares of CGI;

•

acquisitions or agreements of CGI to acquire any person or business primarily engaged in an activity other than information technology services;

•

making by CGI or its subsidiaries of any acquisition or disposition of assets or securities in excess of 10% of the market capitalization of CGI;

•

any agreement or commitment by CGI or any of its consolidated subsidiaries to guarantee or pay any indebtedness of any person (other than CGI or any of its consolidated subsidiaries);

•

launching of new lines of business for CGI or material changes in CGI's corporate strategy;

•

adoption of any annual business plan or budget of CGI or the making of any amendment thereto showing a pre-tax margin of less than 7%; and

•

any material alliance or joint venture by CGI that BCE Inc. reasonably concludes is or would likely be:

•: outside the normal course of CGI's business;
•: in any significant manner, inconsistent with CGI's strategic business plan; or
•: in any significant manner, inconsistent with the commercial interests of the BCE group.

The Majority Shareholders, in their capacity as directors of CGI, subject to their fiduciary duties as directors, and the Majority Shareholders (and their respective holding companies), in their capacity as shareholders of CGI, have agreed to vote in accordance with BCE Inc.'s position on these matters when brought before the Board of Directors or shareholders of CGI.

In recognition of BCE Inc.'s and the Majority Shareholders' respective significant ownership interests and voting rights in CGI, and of BCE Inc.'s rights under the Options Agreement (including those described above), the advice of BCE Inc.'s nominees on CGI Board of Directors, and of the Majority Shareholders, in their capacity as directors, will be sought prior to CGI's undertaking (directly or indirectly) any proposed acquisitions of any business and any proposed agreements or arrangements with any one customer and affiliates of one customer with revenues and/or obligations per annum in excess of $25 million.

Board of Directors Designees

So long as BCE Inc. (and any of its wholly-owned subsidiaries) holds at least 20% of the outstanding shares in the share capital of CGI, the Majority Shareholders and their respective holding companies have undertaken to vote to elect to the Board of Directors of CGI the number of board designees nominated by BCE Inc. as shall represent 25% of the total number of directors on the CGI Board. Furthermore, until the date on which BCE Inc. acquires Control (as defined in the Options Agreement) of CGI, BCE Inc. (and its wholly-owned subsidiaries holding shares of CGI) has undertaken to vote in favor of the election of each of Messrs. Godin and Imbeau as a director of CGI to the extent that each of them is at that time a senior executive of CGI.

APPOINTMENT OF AUDITORS

The persons whose names are printed in the enclosed proxy form intend to vote for the appointment of Samson Bélair/Deloitte & Touche, Chartered Accountants, as auditors of the Company and to vote for authorization of the Board of Directors to fix the remuneration of the auditors. The auditors will hold office until the next annual meeting of shareholders of the Company or until their successors are appointed. Samson Bélair/Deloitte & Touche were first appointed at the general meeting of shareholders held on January 27, 1988.

GENERAL

The management of the Company is not aware of any matter which could be submitted at the Meeting other than the matters set forth in the Notice of Meeting. If other unknown matters are regularly submitted at the Meeting, the persons appointed in the attached form of proxy will vote to the best of their judgment.

APPROVAL OF DIRECTORS

The directors of the Company have approved the content and the delivery of this Circular.

Dated December 12, 2001.

Serge Godin (signed)
Chairman and
Chief Executive Officer

APPENDIX A

GUIDELINE COMPLIANCE TABLE

Guidelines			Comments
1.	The Board of Directors should explicitly assume responsibility for the stewardship of the Company, including:
	(a)	adoption of a strategic planning process;	(a)	The Board of Directors is involved in the preparation of the 3-year strategic plan of the Company and such plan is reviewed annually by the Board of Directors.
	(b)	identification of the principal risks of the Company's business, and implementation of appropriate systems to manage these risks;	(b)	The Audit Committee identifies the major financial and operating risks undertaken by the Company and reviews the various policies and practices of the Company to manage such risk. The Audit Committee regularly reports on such matters to the Board of Directors.
	(c)	succession planning, including appointing, training and monitoring senior management;	(c)	The Human Resources Committee reviews, reports and, where appropriate, provides recommendations to the Board of Directors on succession planning matters.
	(d)	the Company's communication policy; and	(d)	The Board of Directors has adopted "Guidelines on Timely Disclosure" which address matters such as the essential principles of the disclosure rules of the regulatory authorities and disclosure guidelines.
				Under the Guidelines, the Board of Directors has the responsibility to oversee the content of the Company's major communications to its shareholders and the investing public. However, the Board believes that it is management's role to communicate on behalf of the Company with its shareholders and the investment community. The Company maintains an effective investor relations process to respond to shareholder questions and concerns.
				The Board of Directors reviews and, where required, approves statutory disclosure documents prior to their distribution to shareholders.

	(e)	integrity of the Company's internal control and management information systems.	The Board of Directors' duties include the assessment of the integrity of the Company's internal control and information system. The Audit Committee also has the responsibility to review the internal control and management information systems of the Company. The Committee reports to the Board of Directors with respect to such controls and systems.
2.	The Board of Directors should be constituted with a majority of individuals who qualify as unrelated directors.		The Board of Directors will be composed of 14 directors, seven of whom are unrelated directors.
			The Board of Directors has determined that its seven unrelated directors do not have interests in or relationships with CGI's significant shareholder, Mr. Serge Godin, Chairman of the Board and Chief Executive Officer of CGI, that could be considered to materially interfere with the directors' ability to act in the best interests of the Company. The Company believes that such representation fairly reflects the investment of minority shareholders in the Company.

3.	The analysis of the application of the principles supporting the conclusion in paragraph 2 above.	Related:
		William D. Anderson	President, BCE Ventures Inc.
		Jean Brassard	Vice-Chairman, CGI and Director of Companies
		Paule Doré	Executive Vice-President and Chief Corporate Officer and Secretary, CGI
		Serge Godin	Chairman of the Board and Chief Executive Officer, CGI
		André Imbeau	Executive Vice-President and Chief Financial Officer and Treasurer, CGI
		Satish Sanan	President U.S. and Asia Pacific, CGI
		Siim A. Vanaselja	Chief Financial Officer, BCE Inc.
		Unrelated: Yvan Allaire Claude Boivin Claude Chamberland David L. Johnston Eileen A. Mercier C. Wesley M. Scott Charles Sirois

4.	The Board of Directors should appoint a committee of directors:		The Human Resources and Corporate Governance Committee is comprised of three outside directors and two of whom are unrelated. The Chairman of the Board and Chief Executive Officer currently
	a)	composed exclusively of outside directors, i.e. non-management directors, a majority of whom are unrelated directors; and	participates to the Human Resources and Corporate Governance Committee meetings as an ex-officio member.
	b)	with the responsibility for proposing to the full Board of Directors new nominees to the Board of Directors and for assessing directors on an ongoing basis.	The Chairman of the Board submits to the Human Resources and Corporate Governance Committee candidates to fill vacancies on the Board of Directors; if the candidacies are endorsed by the Human Resources Committee, they are then submitted to the approval of the Board of Directors.
5.	The Board of Directors should implement a process to be carried out by the Nominating Committee or other appropriate committee for assessing the effectiveness of the Board of Directors as a whole, the committees of the Board of Directors and the contribution of individual directors.		The Human Resources and Corporate Governance Committee is responsible for making an annual assessment of the overall performance of the contribution of the Board of Directors and of its committees. The annual assessment is communicated by the chairman of the committee to the Board of Directors.
6.	Existence of an orientation and education program for new recruits to the Board of Directors.		Each new director has access to a formal orientation and education program of the Company and receives a record of historical public information on the Company together with prior minutes of applicable committees of the Board of Directors.
			In addition, presentations on various topics are given, by management, on a regular basis to the Board of Directors and directors are given updates on business and governance initiatives and in response to questions raised by the members of the Board of Directors.
7.	Size of the Board of Directors and the impact of the number upon effectiveness.		The Board of Directors is of the view that its size and composition are well suited to the circumstances of the Company and allow for the efficient functioning of the Board of Directors as a decision-making body.
8.	Adequacy and form of the compensation of directors that realistically reflects the responsibilities and risk involved in being an effective director.		The Human Resources and Corporate Governance Committee reviews periodically directors' compensation. In determining directors' remuneration, the Committee considers time commitment, comparative fees, risks and responsibilities.

9.	Committees of the Board of Directors should generally be composed of:		Each committee operates according to the Board of Directors' approved written mandate outlining its duties and responsibilities and are composed exclusively of outside directors, a majority of whom are unrelated to the Company.
	(a)	outside directors; and
	(b)	a majority of whom are unrelated directors.
10.	The Board of Directors' responsibility for (or a committee of the Board of Directors' general responsibility for) developing the Company's approach to governance issues.		All corporate governance matters are dealt with by the Human Resources and Corporate Governance Committee. The scope of the mandate of such committee was confirmed in a "Role Statement" adopted by the Board of Directors.
11.	The Board of Directors has developed:		The Board of Directors has delegated to senior management the responsibility for day to day management of the business of the
	(a)	position descriptions for the Board of Directors and for the CEO, involving the definition of the limits to management's responsibilities; and	Company. In addition to those matters, which must by law be approved by the Board of Directors, the Board of Directors retains responsibility for significant changes in the Company's affairs.
	(b)	the corporate objectives for which the CEO is responsible for meeting.
12.	The structure and procedures ensuring that the Board of Directors can function independently of management.		The Board of Directors acts independently of management.
			The Board of Directors has concluded, for various reasons, that the fact that Mr. Serge Godin occupies the office of Chairman of the Board and Chief Executive Officer of the Company does not impair the ability of the Board of Directors to act independently of management. Mr. David L. Johnston acts as Lead Director of the Company and a meeting of the outside directors is held annually and chaired by the Lead Director.
	(a)	The Audit Committee of the Board of Directors should be composed only of outside directors.	The Audit Committee is comprised of only outside directors.

	(b)	The roles and responsibilities of the Audit Committee should be specifically defined so as to provide appropriate guidance to Audit Committee members as to their duties.	The Audit Committee is mandated by the Board of Directors to review with the auditors the scope of the audit review; review with the auditors and management the effectiveness of the Company's accounting policies and practices, the Company's internal control procedures, programs and policies and the adequacy and effectiveness of the Company's internal controls over the accounting and financial reporting systems within the Company; review related party transactions; and review and recommend the approval to the Board of Directors of the Company's interim and audited financial statements and all public disclosure documents containing audited or unaudited financial information.
	(c)	The Audit Committee should have direct communication channels with the internal and external auditors to discuss and review specific issues as appropriate.	The Audit Committee reviews with the Company's auditors and management the effectiveness of the Company's accounting policies and practices, the Company's internal control procedures, programs and policies and the adequacy and effectiveness of the Company's internal controls over the accounting and financial reporting systems within the Company; reviews related party transactions; and reviews the Company's audited financial statements with the auditors prior to their submission to the Board of Directors for approval.
	(d)	The Audit Committee duties should include oversight responsibility for management reporting on internal control, and should ensure that management has designed and implemented an effective system of internal control.	The Audit Committee reviews the Company's internal control procedures, programs and policies and the adequacy and effectiveness of the Company's internal controls over the accounting and financial reporting systems within the Company.
13.	Existence of a system which enables an individual director to engage an outside advisor at the expense of the Company in appropriate circumstances.		Individual directors may engage outside advisors with the authorization of the Chairman of the Board.

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Exhibit 3.4

CGI GROUP INC. INFORMATION CIRCULAR
PROXIES
VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES
ELECTION OF DIRECTORS
REPORT OF THE HUMAN RESOURCES AND CORPORATE GOVERNANCE COMMITTEE ON THE REMUNERATION OF DIRECTORS AND NAMED EXECUTIVE OFFICERS
REMUNERATION OF NAMED EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
OPTIONS GRANTED DURING THE MOST RECENTLY COMPLETED FISCAL YEAR
OPTIONS EXERCISED DURING THE MOST RECENTLY COMPLETED FISCAL YEAR AND VALUE OF OPTIONS AT YEAR-END

Performance Graph

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS
CORPORATE GOVERNANCE
APPOINTMENT OF AUDITORS
GENERAL
APPROVAL OF DIRECTORS
APPENDIX A
EX-5.1 11 a2095624zex-5_1.htm EXHIBIT 5.1
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Exhibit 5.1

POWER OF ATTORNEY

The undersigned constitutes and appoints André Imbeau, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form F-8 for purposes of registering equity securities of CGI Group, Inc. and any amendments thereto (including any post-effective amendments thereto), and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

/s/ SERGE GODIN
Serge Godin
Dated: December 6, 2002

POWER OF ATTORNEY

The undersigned constitutes and appoints Serge Godin and André Imbeau, or either of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form F-8 for purposes of registering equity securities of CGI Group, Inc. and any amendments thereto (including any post-effective amendments thereto), and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ JEAN BASSARD
Jean Bassard
Dated: December 5, 2002

POWER OF ATTORNEY

/s/ PAUL DORÉ
Paul Doré
Dated: December 6, 2002

POWER OF ATTORNEY

The undersigned constitutes and appoints Serge Godin, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign and file a registration statement on Form F-8 for purposes of registering equity securities of CGI Group, Inc. and any amendments thereto (including any post-effective amendments thereto), and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

/s/ ANDRÉ IMBEAU
André Imbeau
Dated: December 6, 2002

POWER OF ATTORNEY

/s/ YVAN ALLAIRE
Yvan Allaire
Dated: December 6, 2002

POWER OF ATTORNEY

/s/ DAVID ANDERSON
David Anderson
Dated: December 6, 2002

POWER OF ATTORNEY

/s/ WILLIAM D. ANDERSON
William D. Anderson
Dated: December 6, 2002

POWER OF ATTORNEY

/s/ CLAUDE BOIVIN
Claude Boivin
Dated: December 6, 2002

POWER OF ATTORNEY

/s/ CLAUDE CHAMBERLAND
Claude Chamberland
Dated: December 6, 2002

POWER OF ATTORNEY

/s/ SIIM A. VANASELJA
Siim A. Vanaselja
Dated: December 6, 2002

POWER OF ATTORNEY

/s/ DAVID L. JOHNSTON
David L. Johnston
Dated: December 6, 2002

POWER OF ATTORNEY

/s/ C. WESLEY M. SCOTT
C. Wesley M. Scott
Dated: December 6, 2002

POWER OF ATTORNEY

/s/ EILEEN A. MERCIER
Eileen A. Mercier
Dated: December 6, 2002

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Exhibit 5.1

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