40-F

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U.S. Securities and Exchange Commission
Washington, D.C. 20549

FORM 40-F

o	REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ý	ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2004

Commission File Number: 0-50568

GEAC COMPUTER CORPORATION LIMITED
(Exact name of Registrant as specified in its charter)

N/A
(Translation of Registrant's name into English (if applicable))

Canada
(Province or other jurisdiction of incorporation or organization)

N/A
(Primary Standard Industrial Classification Code Number (if applicable))

N/A
(I.R.S. Employer Identification Number (if applicable))

11 Allstate Parkway, Suite 300,
Markham, Ontario, Canada L3R 9T8, (905) 475-0525

(Address and telephone number of Registrant's principal executive offices)

Jeffrey M. Snider, c/o Geac Enterprise Solutions, Inc.,
120 Turnpike Road, 2^nd Floor,
Southborough, MA 01772-2104,
(508) 871-5000

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

        Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class: N/A Name of each exchange on which registered: N/A

        Securities registered or to be registered pursuant to Section 12(g) of the Act.

Common Shares, no par value per share
(Title of Class)

        Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

N/A
(Title of Class)

        For annual reports, indicate by check mark the information filed with this Form:

ý    Annual information form ý    Audited annual financial statements

        Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 85,174,785 as of April 30, 2004

        Indicate by check mark whether the Registrant by filing the information contained in the Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange Act"). If "Yes" is marked, indicate the filing number assigned to the Registrant in connection with such Rule. Yes o    No ý

        Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

DOCUMENTS PROVIDED PURSUANT TO GENERAL INSTRUCTIONS

        In accordance with General Instruction B(3) of Form 40-F, the Registrant hereby files Exhibit 1, Exhibit 2 and Exhibit 3, as set forth in the Exhibit Index attached hereto. In accordance with General Instruction B(9) of Form 40-F, the Registrant hereby files Exhibit 4, as set forth in the Exhibit Index attached hereto. In accordance with General Instruction D(9) of Form 40-F, the Registrant hereby files Exhibit 5, as set forth in the Exhibit Index attached hereto. In accordance with General Instruction B(6)(a)(1) of Form 40-F, the Registrant hereby files Exhibits 6 and 7, as set forth in the Exhibit Index attached hereto. In accordance with the requirements of General Instruction B(6)(a)(2) of Form 40-F, the Registrant hereby furnishes Exhibit 8, as set forth in the Exhibit Index attached hereto.

FORWARD-LOOKING STATEMENTS

        The Registrant has made in the documents filed as part of this annual report on Form 40-F, and from time to time may otherwise make "forward-looking statements", within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act of 1933, as amended, and related assumptions concerning its operations, economic performance and financial matters. Actual results or events could differ materially from those set forth in, or implied by, the forward-looking statements and the related assumptions due to a variety of factors. Reference is made to the section entitled "Risks and Uncertainties" included in the Management's Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended April 30, 2004 filed as Exhibit 2 to this annual report on Form 40-F, which section is incorporated herein by reference.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

        The Registrant, with the participation of its management, including its chief executive officer and chief financial officer, evaluated the effectiveness of the Registrant's disclosure controls and procedures pursuant to Rule 13a-15(b) promulgated under the Exchange Act. Based upon such evaluation, the Registrant's chief executive officer and chief financial officer have concluded that the Registrant's disclosure controls and procedures, as of the end of the period covered by this report, were effective in ensuring that material information relating to the Registrant (including its consolidated subsidiaries) required to be disclosed by the Registrant in the reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the "Commission"), including ensuring that such material information is accumulated and communicated to the Registrant's management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

        The effectiveness of disclosure controls and procedures is subject to various inherent limitations, including, without limitation, cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of internal controls and fraud. Due to such inherent limitations, there can be no assurance that any disclosure controls and procedures will be successful in preventing all errors or fraud, or in making all material information known in a timely manner to the appropriate levels of management.

Internal Control Over Financial Reporting

        During the period covered by this report, there were no changes in the Registrant's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

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NOTICES PURSUANT TO RULE 104 OF REGULATION BTR

        None.

AUDIT COMMITTEE FINANCIAL EXPERT

        The Registrant's Board of Directors has determined that Robert L. Sillcox is an "audit committee financial expert" (as defined General Instruction B(8)(b) to Form 40-F). Mr. Sillcox is independent within the meaning of the independence standards of the Nasdaq Stock Market, Inc. ("Nasdaq").

CODE OF ETHICS

        The Registrant has adopted a Code of Business Conduct and Ethics (the "Code of Ethics") that applies to its principal executive officer, principal financial officer, principal accounting officer and controller, and persons performing similar functions. A copy of the Code of Ethics is attached as an exhibit to this annual report on Form 40-F and is posted on the Registrant's corporate website at www.geac.com.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees

        The aggregate fees billed in respect of each of the last two fiscal years for professional services rendered by PricewaterhouseCoopers LLP ("PwC"), the Registrant's principal accountant, are as follows (in thousands of U.S. dollars):

	Fiscal Year Ended April 30, 2004		Fiscal Year Ended April 30, 2003
Audit Fees(1)	$	2,455	$	3,058
Audit-Related Fees(2)		—	$	144
Tax Fees(3)	$	817	$	1,063
All Other Fees(4)	$	—	$	—

(1)

"Audit Fees" consist of fees billed by PwC for professional services rendered for the audit of the Registrant's annual financial statements and services provided in connection with statutory and regulatory filings or engagements.

(2)

"Audit-Related Fees" consist of fees billed by PwC for assurance and related services that are reasonably related to the performance of the audit or review of the Registrant's financial statements and are not reported as "Audit Fees". These services included due diligence reviews in connection with acquisitions, research of accounting and audit-related issues, miscellaneous assurance services, Sarbanes-Oxley advisory services, internal control reviews and audits of the Registrant's various employee benefit plans.

(3)

"Tax Fees" consist of fees billed by PwC for professional services rendered for tax compliance, tax advice and tax planning. These services included the preparation of tax returns, assistance regarding income, capital, VAT, excise and sales tax audits and expatriate tax services.

(4)

"All Other Fees" consist of fees billed by PwC for products and services other than Audit Fees, Audit-Related Fees and Tax Fees.

        No fees were paid to PwC in either the fiscal year ended April 30, 2004 or April 30, 2003 under a de minimus exception to the requirement that the Registrant's audit committee pre-approve the provision of certain audit-related, tax and other services by its independent auditors.

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Pre-Approval Policies and Procedures

        The Registrant's audit committee is responsible for overseeing the work of its independent auditors and has adopted a policy requiring its pre-approval of all audit and permissible non-audit services provided by its independent auditors. The audit committee's policy is to pre-approve all audit, audit related, tax and other non-audit services that may be provided by the Registrant's independent auditors. The policy identifies the principles that must be considered by the audit committee in approving these services to ensure that the independence of its outside auditors is not impaired; describes the audit and audit-related, tax and other services that may be provided; and sets forth pre-approval requirements for all permitted services.

OFF-BALANCE SHEET ARRANGEMENTS

        The Registrant does not enter into off-balance sheet financing arrangements as a general practice. As of April 30, 2004 and 2003, the only commitments held by the Registrant that are not reflected in its balance sheets are commitments for operating leases. The Registrant's commitments with respect to its operating leases are disclosed in note 14 to its FY 2004 consolidated financial statements, which are filed as Exhibit 3 to this annual report on Form 40-F. Commitments include operating leases for office equipment and premises, letters of credit, bank guarantees, and performance bonds that are routinely issued on behalf of the registrant by financial institutions, primarily in connection with premises leases and contracts with public sector customers.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

        The following table presents, as of April 30, 2004, the Registrant's known contractual obligations, aggregated by type of contractual obligation as set forth below (in millions of U.S. dollars):

		Payments due by Period
Contractual Obligations		Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Operating lease obligations		$	43,109	$	17,400	$	16,375	$	4,323	$	5,011
Capital (Finance) lease obligations		$	5,885	$	603	$	1,206	$	1,206	$	2,870
Future benefit payments		$	3,685	$	598	$	1,213	$	1,239	$	635
Long-term debt obligations		$	4,941	$	391	$	818	$	955	$	2,777
	Total obligations	$	57,620	$	18,992	$	19,612	$	7,723	$	11,293

IDENTIFICATION OF THE AUDIT COMMITTEE

        The Registrant has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the audit committee are: Mr. Robert L. Sillcox (Chair), Mr. Thomas I.A. Allen, Q.C., Mr. C. Kent Jesperson, Mr. Pierre MacDonald and Mr. William G. Nelson.

NASDAQ STOCK MARKET CORPORATE GOVERNANCE DISCLOSURES

        Nasdaq rules require any foreign issuer that has received an exemption from any qualitative listing requirement to disclose in its annual reports filed with the Commission such exemption and to describe the home country practice, if any, followed by the issuer in lieu of such requirement. The Registrant has been granted an exemption from the minimum quorum requirement for meetings of the holders of its Common Shares. In lieu of complying with the Nasdaq minimum quorum requirement, the Registrant adheres to the accepted practice in Canada, the Registrant's home country, that 20% of the outstanding shares of the Registrant's voting capital stock constitute a quorum at shareholder meetings. From time to time, the Registrant may apply to Nasdaq for additional exemptions from the qualitative

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listing requirements, and the Registrant shall disclose in its annual reports filed with the Commission any granted exemptions of which the Registrant avails itself.

UNDERTAKING AND CONSENT TO SERVICE PROCESS

Undertaking

        The 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 in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

Consent to Service of Process

        The Registrant is filing a Form F-X with the Commission concurrent with the filing of this annual report on Form 40-F.

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SIGNATURES

        Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

GEAC COMPUTER CORPORATION LIMITED
By:	/s/  CHARLES S. JONES
Name:	Charles S. Jones
Title:	President and Chief Executive Officer
Date: August 19, 2004

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EXHIBIT INDEX

Exhibit Number	Description
1.	Renewal Annual Information Form for the fiscal year ended April 30, 2004.
2.	Management's Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended April 30, 2004.
3.	Audited Consolidated Financial Statements for the fiscal year ended April 30, 2004 (including a reconciliation to US GAAP at Note 23).
4.	Code of Business Conduct and Ethics.
5.	Consent of PricewaterhouseCoopers LLP.
6.	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
7.	Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
8.	Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES
EXHIBIT INDEX

EX-1

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Exhibit 1

Geac Computer Corporation Limited

RENEWAL ANNUAL INFORMATION FORM

FOR THE FISCAL YEAR ENDED APRIL 30, 2004

August 19, 2004

RENEWAL ANNUAL INFORMATION FORM
Geac Computer Corporation Limited

        Information is provided as at August 18, 2004, unless otherwise specified.

Cautionary Statements Regarding Forward-Looking Statements and Definitions

        This Annual Information Form contains forward-looking statements based on current expectations. Important factors that could cause a material difference between these forward-looking statements and actual events include those set forth under the heading "Risks and Uncertainties" of our FY 2004 Management Discussion and Analysis included on pages 25 to 36 of the 2004 Annual Report of the Corporation, which is incorporated herein by reference.

        As used in this Annual Information Form and unless the context otherwise requires, or unless otherwise indicated, all references to the "Company", "Corporation", "Geac", "we" or "our" or similar expressions are references to Geac Computer Corporation Limited and its consolidated subsidiaries, and all references to "FY" are references to the fiscal year of the Corporation which ends April 30 of each year. All dollar amounts herein are expressed in United States dollars, unless otherwise noted, and all references to "Cdn.$" are references to Canadian dollars. Effective May 1, 2003, the Corporation adopted the U.S. dollar as its reporting currency as U.S. dollar denominated operations represents an increasingly significant portion of the Corporation's operations. Accordingly, for comparative purposes, financial information has been translated into U.S. dollars for the fiscal year ended April 30, 2003.

INCORPORATION

        Geac Computer Corporation Limited is a corporation existing under and governed by the Canada Business Corporations Act. The following is a summary of the amendments made to the Corporation's constating documents since incorporation.

        On May 1, 2004, the Corporation amalgamated with Geac Canada Limited, its wholly owned subsidiary.

        Effective October 31, 1997, the Corporation's common shares were split 2 for 1.

        On May 1, 1992, the Corporation amalgamated with Geac European Holdings Corporation, its wholly owned subsidiary. On May 1, 1988, the Corporation amalgamated with Geac Computers International Inc., its wholly owned subsidiary.

        Prior to May 1, 1988, the articles of the Corporation were amended, among other things, to subdivide the common shares of the Corporation, create a class of an unlimited number of preference shares and vary the provisions of the preference shares.

        By certificate of continuance dated January 7, 1980, the Corporation was continued under the Canada Business Corporations Act, after the authorized capital of the Corporation had been increased by supplementary letters patent issued November 20, 1975.

        Geac was incorporated under the laws of Canada by letters patent dated May 11, 1971.

        The registered office of the Corporation is located at 11 Allstate Parkway, Suite 300, Markham, Ontario, L3R 9T8.

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SUBSIDIARIES

        The Corporation has approximately 80 direct and indirect wholly owned subsidiaries. The following is a list of the significant subsidiaries of the Corporation as at April 30, 2004:

Name	Jurisdiction of Incorporation/ Organization	Percentage of Securities Owned*
Geac Canada Limited	Canada	100	%
Geac Enterprise Solutions, Inc.	Georgia, USA	100	%
Comshare, Incorporated(1)	Michigan, USA	100	%
Comshare (U.S.), Inc.(2)	Michigan, USA	100	%
Geac Software Solutions Limited	United Kingdom	100	%
Geac Computer Systems (UK) Limited	United Kingdom	100	%
Geac Enterprise Solutions Limited	United Kingdom	100	%
Geac Enterprise Solutions Development Limited	United Kingdom	100	%
Comshare Limited	United Kingdom	100	%
Geac France SAS	France	100	%
Geac Enterprise Solutions Deutschland GmbH	Germany	100	%
Geac Hungary Asset Management Company Limited	Hungary	100	%
Geac Computers Pty Ltd.	Australia	100	%

*

held directly or indirectly

(1)

Effective as of July 28, 2004, Comshare, Incorporated's name was changed to Geac Performance Management, Incorporated.

(2)

Effective as of July 28, 2004, Comshare (U.S.) Inc.'s name was changed to Geac Performance Management (U.S.), Inc.

        Certain subsidiaries have been omitted from the table above, as each represents not more than 10% of our consolidated assets and not more than 10% of our consolidated sales and operating revenues, and all of those omitted in the aggregate represent not more than 20% of our total consolidated assets and total consolidated sales and operating revenues at April 30, 2004.

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GENERAL DEVELOPMENT OF THE BUSINESS

        We are a global provider of software solutions for Business Performance Management, providing customers worldwide with financial and operational technology solutions to improve their business performance in real time. Geac Performance Management ("GPM") is an integrated product suite that we offer for business performance management that enables companies to bolster their effectiveness by tightening the linkage between business strategy formulation and operational execution. Our software solutions include cross-industry Enterprise Application Systems ("EAS") and Industry Specific Applications ("ISA"). Our EAS group serves enterprises around the world by providing software systems for financial administration and human resources functions, expense management, strategy management, budgeting, financial consolidation, management reporting and analysis and enterprise resource planning, applications for manufacturing, distribution and supply chain management. Our ISA group provides industry-specific business applications for the real estate, restaurant, property management, local government and construction marketplaces, as well as a wide range of applications for libraries and public safety agencies. In addition, we offer a broad range of professional services related to our software such as consulting, implementation and integration services, remote application management and training. We also resell third party software and hardware products for use in conjunction with our software products and services where appropriate to provide our customers with a more complete solution.

        The following is a summary description of the significant events that have influenced the general development of Geac's business over the course of the last three fiscal years.

Fiscal Year 2002

        FY 2002 was a pivotal year for Geac. An anticipated decline in legacy software maintenance revenue was aggravated by a worldwide economic slowdown. We, like many other companies in the software industry, experienced revenue declines in all regions and across all major product lines. Nevertheless, we were able to meet our primary objectives for FY 2002. These objectives included strengthening our management team, investing in target product development areas, including new wireless applications, web-based products and web extensions, refocusing and better aligning our development, sales and marketing efforts, expanding our market opportunities and technology through relationships with strategic partners and significantly strengthening our balance sheet.

        In May 2001, the Corporation entered into an agreement with a syndicate of underwriters under which the underwriters agreed to buy 10 million special warrants to acquire units consisting of one common share plus one-half of a common share purchase warrant. The special warrants were issued at Cdn.$2.00 per unit for aggregate gross proceeds of Cdn.$20.0 million. The net proceeds to Geac after underwriters' fees and other issue expenses were approximately Cdn.$17.9 million. On August 1, 2001, the 10 million special warrants were automatically exercised which resulted in the issuance of 10 million common shares and five million common share purchase warrants. Each common share purchase warrant entitled the holder to purchase one common share of the Corporation for Cdn.$2.75 at any time until December 30, 2002.

        On September 27, 2001, the Corporation also completed the sale, through a public offering on a bought deal basis, of six million common shares at a price of Cdn.$4.50 per share. The offering raised gross proceeds of Cdn.$27 million with the net proceeds to Geac after commissions and other issue expenses of approximately Cdn.$24.8 million.

        The outstanding balance under the Corporation's $225.0 million credit facility was repaid in full in the second quarter of FY 2002. As a result, as at April 30, 2002, the Corporation had no bank indebtedness outstanding.

        The Corporation entered into a 24 month revolving credit facility in the second quarter of FY 2002 in the amount of $20.0 million. This facility was collateralized by a substantial portion of the Corporation's assets and bore interest at a variable rate. There was no drawdown under this facility and it was terminated by the Corporation in March 2002.

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        During the fourth quarter, the Corporation undertook a comprehensive review of its operations with the objective of reducing costs and increasing effectiveness. As a result of this effort, Geac streamlined operations, centralized management of its SmartStream and System21 enterprise applications, refocused development and reduced the size of its workforce.

Acquisitions

        There were no acquisitions made during FY 2002.

Dispositions

        Geac sold its publishing systems business in August 2001 for Cdn.$1.5 million in cash. The sale excluded real estate assets. The net liabilities disposed of included accrued divestiture costs and amounted to approximately Cdn.$3.6 million. The transaction resulted in a gain of approximately Cdn.$5.1 million which was recorded as an unusual item on the Consolidated Statement of Operations for FY 2002.

Fiscal Year 2003

        We achieved several milestones in FY 2003. In view of an expected decline in revenues from our legacy enterprise and certain industry specific applications, we continued to manage our costs in line with revenues, and the fourth quarter of FY 2003 marked the Corporation's eighth consecutive profitable quarter, excluding net restructuring and other unusual items. Geac continued to strengthen its balance sheet, and its cash position, excluding restricted cash, increased from $73.6 million (Cdn.$115.4 million) at the end of FY 2002 to $89.8 million (Cdn.$128.8 million) at the end of FY 2003. In addition, with the acquisition of Extensity, Inc. ("Extensity") in the fourth quarter and the release of our new Geac System21 Aurora product, which combines next-generation enterprise resource planning functionality with real-time process management capabilities, we made significant progress executing on our strategy to deliver a suite of innovative software solutions through a unified application framework, which measures and manages operational and financial processes to improve its customers' overall business performance.

        During the second and third quarters of FY 2003, all five million common share purchase warrants issued in FY 2002 in connection with the Corporation's special warrant financing in May 2001 were exercised. As a result of this exercise, share capital in the Corporation increased by $8.7 million (Cdn.$13.8 million) and the fair value of the purchase warrants of $1.1 million (Cdn.$1.8 million) was reclassified and recognized as part of the issued share capital of the Corporation.

Acquisitions

        In FY 2003, we completed two acquisitions, the most significant being the acquisition of California-based Extensity, a leading software applications provider of solutions to automate employee-based financial systems. Effective March 6, 2003, Geac acquired 100% of the common shares of Extensity. The purchase price was approximately $50.3 million (Cdn.$74.0 million), consisting of $43.4 million (Cdn.$63.9 million) of cash and the issuance of 932,736 common shares in the capital of the Corporation. Since Extensity had $29.8 million in cash and cash equivalents at the date of acquisition, our net cash outflow resulting from the completion of the acquisition was $20.3 million. This acquisition was a significant step in the execution of Geac's strategy to expand into the Business Performance Management software market. The Extensity business has been integrated into the Corporation's Enterprise Server business. This acquisition has been accounted for as a purchase and the results for this business have been reflected in the EAS group from the date of acquisition. The impact of this acquisition on the operating results and financial position of Geac is included in the Management Discussion and Analysis section of the 2003 Annual Report of the Corporation.

        In addition, effective August 5, 2002, we acquired the iSeries unit of EBC Informatique, a French hardware and software solutions provider. The acquired assets included customer contracts, intellectual property rights, trademarks, and property, plant and equipment. The transaction was valued at Euros

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2.45 million (approximately $2.4 million (Cdn.$3.76 million)). EBC Informatique's iSeries unit was integrated with Geac's Anael Solutions division in France. This acquisition has also been accounted for as a purchase and results for this business are also reflected in the EAS group from the date of acquisition.

Dispositions

        There were no dispositions made in FY 2003.

Fiscal Year 2004

        Our FY 2004 was focused on both growing our business through the execution of our "build, buy, and partner" strategy and consolidating our operations in our continuing effort to produce top line and bottom line growth. In FY 2004 we launched several new products to enhance our existing businesses, including our Library Solutions, Local Government and System21 units; we acquired Comshare, Incorporated ("Comshare") to serve as the cornerstone of our GPM product suite, and we partnered with technology companies to market our products and to develop new tools to integrate various software platforms, thereby enhancing the desirability of our offerings.

        In addition, we produced efficiencies in many parts of our business. We looked critically at our real estate needs and were able to reduce our costs in this area, an effort that will continue to be a focus in FY 2005. We also took the first of several steps to consolidate our numerous legal entities (acquired largely through legacy acquisitions).

        Effective May 1, 2003 we began reporting our results in U.S. dollars since U.S. dollar denominated operations represent an increasingly significant portion of our operations.

        In July 2003, we announced that Charles S. Jones was appointed President and Chief Executive Officer of the Corporation, and C. Kent Jespersen was appointed non-executive Chairman of the Board.

        In September 2003, we announced that we had received a three-year, $50.0 million secured revolving term credit facility from Wells Fargo Foothill Inc. The facility is designed to support acquisitions, letters of credit required in the ordinary course of business and other working capital requirements.

        On February 3, 2004, our common shares were registered under the Securities and Exchange Act of 1934 and began trading on the NASDAQ National Market under the ticker symbol "GEAC". Our common shares also continue to be listed on the Toronto Stock Exchange under the ticker symbol "GAC".

        In accordance with the revised recommendations of the Canadian Institute of Chartered Accountants ("CICA"), in the fourth quarter of FY 2004, the Corporation elected to adopt CICA Handbook Section 3870, "Stock-Based Compensation and other Stock-Based Payments" ("Section 3870"). Under Section 3870, the Corporation has prospectively applied the fair value method of accounting for stock option awards granted and shares issued under its Employee Stock Purchase Plan ("ESPP") on or after May 1, 2003 and, accordingly, has recorded compensation expense in 2004. Prior to May 1, 2003, the Corporation accounted for its employee stock options and shares issued under its ESPP using the settlement method and no compensation expense was recognized.

Acquisitions

        Geac completed its acquisition of Comshare, a Michigan-based leading provider of business performance management software, effective as of August 6, 2003 for a purchase price, excluding acquisition costs, of $53.8 million. Since Comshare had $16.6 million in cash and cash equivalents at the date of acquisition, our net cash outflow resulting from the completion of the acquisition was $37.2 million. The acquisition was accomplished by a cash tender offer at $4.60 per share for all of Comshare's outstanding common stock.

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Dispositions

        There were no significant dispositions made in FY 2004.

Subsequent Events

        There have been no material events subsequent to the end of our FY 2004.

NARRATIVE DESCRIPTION OF THE BUSINESS

        We are a global provider of software solutions for Business Performance Management, providing customers worldwide with financial and operational technology solutions to improve their business performance in real time. We provide customers with application software and a broad range of professional services. We offer products and services on a broad range of industry standard hardware platforms. Our acquisition strategy has enabled us to add new products, and to expand into new markets and geographic areas.

        Effective February 1, 2000, the Corporation's approach to segmented reporting was modified concurrently with a change in strategic direction to focus on Enterprise Applications Systems. The two reported segments are:

•

Enterprise Application Systems ("EAS"), which include cross-industry enterprise business applications for financial administration and human resources functions, expense management, strategy management, budgeting, financial consolidation, management reporting and analysis and enterprise resource planning applications for manufacturing, distribution, and supply chain management; and



•

Industry Specific Applications ("ISA"), which include industry-specific mission critical business applications for the real estate, restaurant, property management, construction and local government marketplaces, as well as a wide range of applications for libraries and public safety agencies.

OUR PRODUCTS AND SERVICES

        In addition to the application software products listed below, we offer a broad range of professional services related to our software including application hosting, consulting, implementation and integration services, and training worldwide.

Enterprise Application Systems

        In FY 2004 Enterprise Applications Systems accounted for 78.9% of our total revenues compared to 74.7% in FY 2003. Our EAS group serves large, often global, enterprises, as well as smaller, middle market companies.

        Our EAS products are designed to enable our customers to standardize the management of information throughout the enterprise. This facilitates more effective decision-making through performance comparisons between different sites, offices, countries, product lines, brands, and profit centers. We believe our EAS products help businesses to reduce inventories and working capital, to improve productivity and efficiency by providing accurate and flexible reporting, production planning and scheduling systems and to meet accounting and other regulatory requirements.

        At April 30, 2004, our EAS group had approximately 5,000 customers, including 48% of the Fortune 100 companies. We provide our EAS solutions to customers in a variety of industries, including apparel, manufacturing and retailing, automotive parts manufacturing, banking and financial services, food and beverage processing and retailing, healthcare and local government administration.

        Depending on the specific product, our EAS systems run on a number of hardware platforms, including mainframe, mid-range and PC-based computer and client/server architectures, and use industry-standard databases such as IBM's DB2, Sybase, Oracle and Microsoft SQL Server.

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        Our EAS systems offer simple, consistent user interfaces, flexible reporting options and sophisticated analytical tools, including third party solutions provided by our alliance partners. These reporting and analysis tools enable our customers to analyze information contained within their enterprise management systems as they require. We also design our systems to be easily integrated with our customers' other business applications, as well as with new, best-of-breed applications as they emerge from Geac or other third-parties, enabling our customers to extend the functionality of their Geac enterprise resource planning systems and to maximize the value of their existing information technology investments.

        The Web extensions incorporated in our EAS systems support our customers by facilitating communication and transactions with their customers, suppliers and other business partners. Customers can use the e-commerce functionality offered in our EAS systems to reduce costs and attain more effective management control, while at the same time decentralizing business processes. Many of our EAS systems are Web-enabled to permit anytime-anywhere browser-based access. As a result, users with Web access can access their applications via the Internet using a standard Web browser. This allows business processes to be made faster and more efficient. For example, our customers can use our Web-enabled applications to:

•

build, manage and measure their company's plans, budgets and forecasts comparing actual performance to the defined strategy of the business;



•

allow their employees to update their own personal data in the customer's employee benefits system, increasing convenience and relieving human resources managers of administrative tasks; and



•

enable their employees to manage expenses, submit timesheets or procure necessary goods and services when they need them by using e-procurement features available in our EAS systems.

        Our principal EAS products include:

System21

        System21 is a fully integrated suite of financial, manufacturing, customer service and logistics and service management applications based on the mid-range IBM e-server iSeries (formerly known as AS/400) platform. Our System21 products are used by companies worldwide, particularly in the food and beverage, apparel and shoe manufacturing, distribution, retail, automotive parts manufacturing and electronics industries.

        Our experience working with users of our System21 applications in these industries has enabled us to tailor our products to the specific needs of customers and, in many cases, to develop industry-specific versions of our System21 product. For example:

•

our System21 Drinks system, widely deployed in the beverage industry, incorporates specialized features required by liquor producers and importers that operate across multiple jurisdictions. These features include the ability to handle the complex tax and regulatory requirements that apply to bonded warehouses and to manage excise tax issues that are specific to the beverage industry.



•

our System21 Style product, an integrated distribution and manufacturing solution for the apparel and footwear industries, offers apparel manufacturers and retailers a complete end-to-end solution, with applications that address design, product lifecycle development and definition, sourcing, manufacturing, contract and stock management, customer services, customer relationship management and retail.

E Series and M Series

        Our E Series and M Series products, formerly known as our Expert and Millennium products, are integrated suites of financial, human resources and procurement applications designed to run on mainframe computers, including the IBM S/390 and e-server zSeries. Large and mid-sized enterprises in

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more than 35 countries, primarily in North America and Europe, use our E Series and M Series products, which are available in English, French and Spanish language versions. The industries that use our E Series and M Series products most widely include financial services, manufacturing, healthcare and education. Seven of the ten largest companies in the Fortune 500 use our E Series or M Series products.

Geac Performance Management

        GPM is an integrated product suite that enables companies to bolster their effectiveness by tightening the linkage between business strategy formulation and operational execution. GPM can be integrated with many general ledger, ERP, CRM, and other applications provided by us and other software vendors. As part of our growth strategy we have begun to integrate GPM solutions into some of our existing ERP product offerings in both the EAS and ISA segments. Our first integration occurred in the third quarter of FY 2004 with the Enterprise Server software. In FY 2005 we plan to integrate GPM into our System21, Anael, SmartStream, Libraries, Local Government, and Commercial Systems product suites.

        We have expanded our delivery model by broadening the availability of our application service provider ("ASP") offerings across certain products within our GPM suite. We currently provide hosting solutions in America, Europe and Australia across a range of product lines for some applications and are assessing the expansion of hosted offerings across additional product lines. Our hosted solutions represent one of several application delivery and deployment options that we offer customers as part of our commitment to provide customers with effective solutions that are flexible, easier to implement, and competitively priced.

SmartStream

        SmartStream is a suite of financial, procurement and human resource solutions that can be deployed on Windows NT or Unix operating systems and Microsoft SQL and Sybase SQL databases in a two-tiered client-server architecture. Hundreds of companies use SmartStream, ranging from large global enterprises to mid-sized and smaller businesses, primarily in North America and Europe and, to a lesser extent, in the Asia Pacific region and in South America. The industries in which SmartStream is most widely deployed include banking, insurance and other financial services, manufacturing, retail, healthcare, government and education.

Anael

        Anael solutions is a fully integrated suite of financial, accounting, human resources, construction, temporary staffing, e-commerce and customer relationship management applications, consisting of eleven products and services based on the IBM iSeries platform, as well as Windows NT and Windows 2000. As at April 30, 2004, over 2,000 customers, primarily in France and other French-speaking countries, use Anael solutions.

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Industry Specific Applications

        In FY 2004 Industry Specific Applications accounted for 21.1% of our total revenues, compared to 25.3% in FY 2003.

        Our ISA group provides software products and related support, maintenance, development and consulting services to meet the specific management and data processing needs of organizations in selected vertical niche markets, including the real estate, restaurant, construction, property management, public safety, local government and library markets.

Commercial Systems Division

        In June 2003, we formed a new division within our ISA group called Geac Commercial Systems which combined the Architecture, Electrical and Construction Applications ("AEC") and Property Management Systems from the ISA group with Geac TotalHR from the EAS group.

        Architecture, Electrical and Construction Applications

        Our AEC group provides integrated software suites, including project management, job-costing, bidding and estimating, and financial and accounting solutions to engineers, architects and general and specialty trade contractors in the residential and commercial construction businesses. The AEC group is one of the largest suppliers of construction application software solutions in North America.

        Property Management Systems

        Our Property Management Systems group provides software applications designed to improve productivity in the day-to-day management of residential and commercial buildings. The group's products, which primarily service the multi-unit residential market, help to monitor traffic and conduct marketing, leasing and rent collection operations. Accounting and financial applications and on-site management tools complete the product offering. New Web-based applications provide easy-to-use and cost effective data collection. Clients include real estate investment trusts, pension funds, insurance companies, property management companies and other real estate investors.

        Human Resource Applications

        Geac TotalHR provides applications for human resource and payroll management. TotalHR software facilitates the processing of employee information and improves the reliability and usability of that information. TotalHR is a client/server-based application that allows customers to manage and evaluate human resources and payroll needs. It has administration and configuration features that address diverse user-group and departmental security and accessibility requirements.

Residential Real Estate Applications

        Our Interealty business provides Web-based information systems, services and products to multiple listing services primarily in North America. Interealty provides real estate professionals with online multiple listing systems, desktop productivity software, agent web-site development and hosting, and customer relationship management systems. Interealty's new MLXchange product has advanced, Web-enabled features that provides real estate agents with real-time information relating to properties and prospects.

Library Solutions

        Our Library Solutions group provides automation solutions for public, academic and specialty libraries. The group's products are able to manage records in different formats and character sets, as well as to provide interconnectivity with other information services. For example, our Vubis Smart library application, developed in conjunction with Brussels Vrije Universiteit and Eindhoven Technische

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Universiteit, enables libraries to implement a Web-based service to provide users with greater flexibility and the ability to search multiple databases concurrently within the library's management system and from external sources.

Local Government

        Our Local Government group provides a Land Information System called Pathway PPR which addresses the "People, Property and Regulatory" requirements of Local Governments in Australia and New Zealand. The product is installed in over 70 councils. The product includes a Web-enabled customer self service module, ePathway, which provides 24 hour 7 days a week service in a number of areas such as customer request management (CRM), lodgement of Building and Planning Applications, Certificate Searches and Payment of monies.

Restaurant Systems

        The Restaurant Systems group provides applications to quick-service and table-service restaurants and food service providers in North America and the United Kingdom and is designed to improve customer service and to manage production and administrative operations. Applications include point-of-sale, back office reconciliation and inventory control. The group primarily serves franchisors and franchisees of chain restaurant companies. The group's advanced store management and executive information software systems enable the group's customers to meet high volume transaction management needs.

Public Safety

        Our Public Safety Systems group provides computer-aided dispatch and records management systems for emergency services such as law enforcement agencies, fire departments and ambulance service organizations. The group's systems assist critical services delivery organizations to improve call response times and to disseminate important information to response personnel.

Distribution of Products

        Complementing our own international distribution organization, we have a network of value added resellers ("VARs") and distributors delivering our solutions to other geographical markets, including in the Middle East, Europe, Africa and Asia-Pacific. We select these VARs and distributors for their expertise in meeting the needs of local customers in specific vertical markets.

Competitive Conditions

Enterprise Application Systems

        Our principal competitors for new EAS license sales, as well as for the replacement of Geac's installed systems in the EAS market, are Microsoft, Oracle Corp., Hyperion, Cognos, Outlooksoft, Cartesis, Lawson Software, PeopleSoft, Inc., SAP AG, SSA and Intentia. These large, well capitalized firms have, in many cases, significantly more resources at their disposal than us, and therefore can invest more in research and development and sales and marketing, can provide a broader range of professional services to meet customer needs and can sustain price reductions for longer periods than we are able to do. Because competitors can easily penetrate the software market, large, multinational enterprise resource planning vendors have begun targeting mid-sized businesses as their traditional market of large, multinational businesses becomes increasingly mature. In addition, current and potential competitors have established, or in the future may establish, co-operative relationships among themselves or with third parties. We expect that the software industry will continue to consolidate. It is possible that new competitors or alliances among competitors will emerge and rapidly acquire significant market share.

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        In the market for maintenance and support of EAS products, Geac competes with third party service providers who support other software vendors' products. Geac also faces internal competition from the in-house Information Technology departments of Geac's customers, particularly in industries that are under intense pressure to contain costs, such as the automotive parts manufacturing industry. These customers may choose not to purchase Geac's maintenance services but rather to support Geac's EAS products themselves.

Industry Specific Applications

        Competition in the markets served by the ISA group is generally fragmented, and each of Geac's industry-specific product groups faces competition from numerous sources, ranging from large, publicly traded companies that market a broad range of software products to small, privately held software vendors whose businesses are focused on serving a particular vertical market. As the market for mid-range enterprise application systems becomes increasingly saturated, providers of general purpose integrated enterprise application systems products are re-packaging their products and targeting specific vertical markets. Our larger ISA competitors often have significantly greater resources than us, potentially enabling them to invest more in research and development, and sales and marketing, and can sustain price reductions for longer periods than us.

        Geac also expects increased competition in its ISA segment to come from providers of lower-priced shrink-wrapped software, many of which are large, well-capitalized software companies. Several of these providers are increasingly tailoring their offerings to specific vertical markets, such as the construction industry, as part of an effort to compete with vendors of more expensive integrated applications designed specifically for these industries.

Product Development

        We historically have maintained and developed products through a consultative process with existing and potential customers which includes an analysis of such customers' return on investment. We expect that continued dialogue will result in incremental enhancements to existing products and the development of new products. The Corporation intends to support product development through a combination of internal development, strategic partnerships with other software providers, offshore outsourcing arrangements with third-parties and acquisitions of suitable businesses and product lines.

        Consistent with the growth of our business through acquisitions, the Corporation's product development strategy historically has been decentralized, with separate product development centres devoted to each product, in some cases in more than one geographical region. We intend increasingly to organize our product development efforts around integrating product lines rather than operating multiple independent regional development centres. At April 30, 2004, we had 495 product development personnel and approximately 15 development centers located in the metropolitan areas of Ann Arbor, Atlanta, Nashua, Emeryville, Southborough, Markham, Vancouver, Paris, Studley, Tampa, Houston, Brussels, Vejle, Villingen, Adelaide and Sydney.

        Product development expenses are expensed as incurred unless they meet the criteria under Canadian generally accepted accounting principles for deferral and amortization. For the years ended April 30, 2004 and 2003, product development costs were $58.8 million and $51.9 million, respectively.

Intellectual Property

        We have relied, and expect to continue to rely, on a combination of copyright, trademark and trade secret laws, confidentiality procedures, and contractual provisions to establish, to maintain and to protect our proprietary rights. Despite the Corporation's efforts to protect its proprietary rights in its intellectual property and that of other companies it may acquire, unauthorized parties may attempt to copy aspects of its products or to obtain information it regards as proprietary. Policing unauthorized

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use of our technology, if required, may be difficult, time consuming and costly. Our means of protecting our technology may be inadequate.

        Third parties may apply for patent protection for processes that are the same as or similar to our processes or for products that use the same or similar processes as our products. Despite Geac's efforts to protect its proprietary rights, unauthorized parties may attempt to copy aspects of its products or services or to obtain and to use information that Geac regards as proprietary. Third parties may also independently develop similar or superior technology without violating our proprietary rights. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as do the laws of Canada and the United States.

        We believe that trademark protection is an important factor in establishing product recognition. Geac's inability to protect its trademarks from infringement could result in injury to any goodwill, which may be developed in its trademarks. Moreover, we may be unable to use one or more of our trademarks because of successful third-party claims.

Human Resources

        As of April 30, 2004, the Corporation employed approximately 2,300 people world-wide—16% were in sales and marketing, 27% in services, 23% in support, 22% in research and development and 12% in corporate services. None of Geac's employees is represented by a labour union (other than by statutory unions or workers' committees required by law in some European countries). Geac has not experienced any work stoppages and considers its relations with employees to be good. We operate in a rapidly evolving, advanced information technology market in which highly skilled professionals are a scarce resource. Attracting and retaining a highly skilled work force is an increasing challenge for all high technology companies, including Geac.

Foreign Operations

        We are subject to risks of doing business internationally, including fluctuations in currency exchange rates, increases in duty rates, difficulties in obtaining export licenses, difficulties in the enforcement of intellectual property rights, labour law issues and political uncertainties. During FY 2004, Geac derived approximately 2.9% of its total revenue from sales to customers inside Canada, and approximately 47.9% of its total revenue from sales to customers in the U.S. Our most significant international operations are in the United States, the United Kingdom and France, which are the only countries in which our revenues constituted more than ten percent of our total world-wide revenues during FY 2004.

        We have historically reported our results in Canadian dollars. To the extent that we made sales denominated in currencies other than Canadian dollars, gains and losses on the conversion of such sales to Canadian dollars contributed to fluctuations in our business and operating results as reported in Canadian dollars. Beginning with the first quarter of FY 2004, we began reporting our results in U.S. dollars. To the extent that we make sales denominated in currencies other than U.S. dollars, gains and losses on the conversion of such sales to U.S. dollars may, in the future, contribute to fluctuations in our business and operating results as reported in U.S. dollars.

        Other risks we face in conducting business internationally include the following: longer payment cycles, difficulties in managing international operations, including constraints associated with local laws regarding employment, problems in collecting accounts receivable, complex international tax compliance requirements, and the adverse effects of tariffs, duties, price controls or other restrictions that impair trade.

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THREE YEAR SELECTED FINANCIAL HIGHLIGHTS
(in thousands of U.S. dollars, except share and per share data)

	Year Ended April 30,
	2004			2003 (1)			2002 (2)
Consolidated Statement of Earnings Data:
Total revenues	$	445,272		$	408,477		$	457,286
Total cost of revenues		(175,096	)		(169,042	)		(208,393	)
Gross profit		270,176			239,435			248,893
Operating expenses		(197,938	)		(185,252	)		(192,762	)
Earnings from operations		72,238			54,183			56,131
Other expense, net		(1,398	)		(969	)		(429	)
Earnings from operations before income taxes		70,840			53,214			55,702
Income taxes		(13,674	)		(21,343	)		(21,929	)
Net earnings	$	57,166		$	31,871		$	33,773
Basic net earnings per common share	$	0.68		$	0.40		$	0.46
Diluted net earnings per common share	$	0.66		$	0.39		$	0.45
Weighted average number of common shares used in computing basic net earnings per share ('000s)		84,645			80,152			73,130
Weighted average number of common shares used in computing diluted net earnings per share ('000s)		86,233			81,695			75,784
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	112,550		$	89,819		$	73,638
Current assets		195,192			179,128			156,165
Total assets		406,903			332,756			305,096
Current liabilities		232,520			233,268			257,809
Total liabilities		270,832			256,586			270,970
Shareholders' equity		136,071			76,170			34,126
Consolidated Statement of Cash Flows Data:
Cash provided by operating activities	$	66,618		$	29,044		$	52,871
Cash used in investing activities		(41,817	)		(23,828	)		(3,967	)
Cash (used in) provided by financing activities		(2,796	)		6,589			3,330

(1)

Certain figures were restated to conform to the current year presentation.

(2)

For FY 2002, the selected financial highlights from the statement of earnings have been translated into U.S. dollars at the weighted average quarterly rates. The selected financial highlights from the consolidated balance sheet have been translated into U.S. dollars at the April 30, 2002 closing rate. The selected financial highlights from the statement of cash flows have been translated into U.S. dollars at the average rate for FY 2002.

Dividend Policy

        We do not have any policies restricting dividend payments. However, our practice has been not to pay any dividends and we have not paid any dividends on our common shares in the last three fiscal years.

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MANAGEMENT DISCUSSION AND ANALYSIS

        The information which appears under the heading "Management Discussion and Analysis" on pages 16 to 40 of the 2004 Annual Report of the Corporation is incorporated herein by reference.

MARKET FOR SECURITIES

        Geac's common shares (Trade Symbol: TSX: GAC; Nasdaq: GEAC) are listed and posted for trading on the Toronto Stock Exchange and the NASDAQ National Market.

DIRECTORS AND EXECUTIVE OFFICERS

        The articles of the Corporation provide for a board of directors consisting of a minimum of three (3) and a maximum of fifteen (15) directors. The term of office for each director elected at an annual meeting of shareholders is until the next annual meeting of shareholders of the Corporation or until the director resigns, is removed, or his office is otherwise vacated in accordance with the Canada Business Corporations Act.

        The following are the directors and executive officers of the Corporation, their principal occupations and municipalities of residence as at the date of this Annual Information Form:

Directors

Name and Municipality of Residence	First Year as a Director	Present Principal Occupation
Thomas I.A. Allen, Q.C.(1)(3) Toronto, Ontario, Canada	1999	Senior Partner Ogilvy Renault, law firm
David Friend(3) Boston, Massachusetts, U.S.A.	2001	Partner Orchid Partners, venture capital firm
C. Kent Jespersen(1)(2) Calgary, Alberta, Canada	2001	Chairman La Jolla Resources International Ltd., business advisory and investment company
Charles S. Jones Bedford Hills, New York, U.S.A.	1997	President and Chief Executive Officer of the Corporation
Pierre MacDonald(1)(2) Verdun, Quebec, Canada	1999	Chairman and Chief Executive Officer MacD Consult Inc., consulting firm
Michael D. Marvin(2) Delmar, New York, U.S.A.	2001	Chairman Emeritus MapInfo Corporation, software technology company
William G. Nelson(1)(3) Bala Cynwyd, Pennsylvania, U.S.A.	1988	Partner Orchid Partners, venture capital firm
Robert L. Sillcox(1)(3) King City, Ontario, Canada	2001	Chairman Quant Investment Strategies Inc., investment firm

(1)

Member of the Audit Committee

(2)

Member of the Human Resources and Compensation Committee

(3)

Member of the Corporate Governance Committee

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Executive Officers

Name and Municipality of Residence	Office currently held
Hema Anganu Toronto, Ontario, Canada	Treasurer
Donna de Winter Richmond Hill, Ontario, Canada	Chief Financial Officer
Jack S. Dolmat-Connell Princeton, Massachusetts, U.S.A.	Senior Vice President, Human Resources
Charles S. Jones Bedford Hills, New York, U.S.A.	President and Chief Executive Officer
Lawrence Kaplan Hartsdale, New York, U.S.A.	Senior Vice President
James J. McDevitt Alpharetta, Georgia, U.S.A.	Vice President and General Manager, Industry Specific Applications
Alys R. Scott Carlisle, Massachusetts, U.S.A.	Vice President, Global Communications
Jeffrey M. Snider Newton, Massachusetts, U.S.A.	Senior Vice President and General Counsel
Craig C. Thorburn Toronto, Ontario, Canada	Senior Vice President, Mergers & Acquisitions, and Corporate Secretary
James M. Travers Alpharetta, Georgia, U.S.A.	Senior Vice President and President, Geac Americas
Timothy J. Wright Lexington, Massachusetts, U.S.A.	Chief Executive of EMEA and Asia-Pacific, and Chief Technology Officer

        During the past five years, each of the directors and officers has held his/her present principal occupation or held his/her present office within the Corporation with the exception of the following:

        Thomas I. A. Allen, Q.C.    was first elected to the Board of Directors of the Corporation in September 1999. He is the Chairman of the Accounting Standards Oversight Council of Canada and is a member of the Advisory Board of the Office of the Superintendent of Financial Institutions of Canada. Mr. Allen has been a partner at the law firm of Ogilvy Renault since October 1996. Mr. Allen is a director of the following public corporations: Bema Gold Corporation, YM Biosciences Inc., Middlefield Bancorp Limited, Mundoro Mining Inc., and Unisphere Waste Conversion Limited.

        Hema Anganu    has served as Geac's Treasurer since September 1999. Prior to such appointment, she served as Director, Financial Reporting & Analysis (1998-1999), Controller, Corporate Finance (1996-1998) and Manager, Corporate Finance (1991-1996) of the Corporation.

        Donna de Winter    has served as Geac's Chief Financial Officer since November 4, 2003 and prior to such appointment as its Vice President and Corporate Controller since August 2003. Prior to joining Geac, Ms. de Winter served from November 2000 to July 2003 as Vice President, Finance and Administration at Platform Computing Corporation ("Platform"), an independent developer of software for grid computing. Prior to joining Platform, Ms. de Winter served from February 2000 as Vice President, Finance at Digital Processing Systems Inc. ("DPS"), a public company, until its acquisition by Leitch Technology Corporation in October 2000. DPS was a manufacturer of hardware and software for the creation, manipulation and distribution of broadcast-quality video used by television networks and cable companies. From 1992 to February 2000, Ms. de Winter served as Corporate Controller and then Chief Financial Officer of Polyphalt Inc., a technology company that develops and commercializes novel polymer modified asphalt products and technology.

        Jack S. Dolmat-Connell    has served as Geac's Senior Vice President, Human Resources since March 1, 2004. Prior to joining Geac, Mr. Dolmat-Connell served as Managing Director and High Technology and Life Sciences National Practice Leader for Clark Consulting, Inc./Pearl Meyer &

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Partners, a human capital and executive rewards consulting firm, from August 2001 through January 2004. From April 1999 through August 2001 Mr. Dolmat-Connell was Managing Principal and East Coast Practice Leader for iQuantic, a human capital and compensation consulting firm specializing in work with high technology organizations.

        David Friend    has been one of the Corporation's Directors since October 2001. Mr. Friend is a Partner with Orchid Partners, a venture capital firm. Mr. Friend is also the Chairman of Sonexis, Inc. ("Sonexis"), a telecommunications software and platform provider, a company he founded in June 1999. Prior to founding Sonexis, he was the Chairman and co-founder of FaxNet Corporation ("FaxNet"), a supplier of messaging services to the telecommunications industry, where he served from January 1995 to May 1999. Prior to founding FaxNet, Mr. Friend founded Pilot Software, Inc., a software company based in Cambridge, Massachusetts, where he served from November 1983 to November 1994. Mr. Friend is an active venture investor and serves on the board of directors of HealthGate Data Corp. ("HealthGate Data"), a provider of e-Health Internet solutions for hospitals and healthcare enterprises.

        C. Kent Jespersen    was first elected to the Board of Directors of the Corporation in October 2001. Mr. Jespersen has served as the Chairman of the Corporation's Board of Directors since July 2003. Mr. Jespersen has been the Chairman of La Jolla Resources International Ltd., an international business advisory and investment company, since 1998. From 1994 to 1998, Mr. Jespersen held the positions of President of NOVA Gas International Ltd., President and Chief Executive Officer Elect of NOVA Energy Services, President of NOVA Gas Services Ltd., and Senior Vice President, Corporate Development of NOVA Corporation. Mr. Jespersen currently serves as the Chairman of the board of directors of CCR Technologies Ltd. and is Chairman Emeritus of the Institute of the Americas of La Jolla, California. He also serves as a director of Telesystems International Wireless Inc., Axia NetMedia Corporation, Trans Alta Corporation and Matrikon, Inc.

        Charles S. Jones    has served as Geac's President and Chief Executive Officer since July, 2003. Mr. Jones was first elected to the Board of Directors of the Corporation in September 1997. Mr. Jones served as non-executive Chairman of the Corporation's Board of Directors from November 2000 until December 2001 and as Executive Chairman of the Corporation's Board of Directors from December 2001 until July 2003. Mr. Jones was appointed President and Chief Executive Officer of the Corporation in July 2003. Mr. Jones is also the Chairman and co-founder of First Funding Corporation, an investment firm based in Stamford, Connecticut, where he has worked since 1984. Currently, Mr. Jones serves as a director of a number of diverse companies, from an industrial equipment manufacturer to a computer games designer and publisher.

        Larry Kaplan    has served as a Senior Vice President of Geac since July 14, 2004. Prior to joining Geac, Mr. Kaplan served as Chief Financial Officer of Healthology Inc., an online health media company from late 2000 until leaving to join Geac in July 2004. From early 1999 through late 2000, Mr. Kaplan served as Chief Financial Officer and Chief Operating Officer of the Biomedical Research Alliance of New York, an entity focused on providing clinical trail support to the pharmaceutical and medical device industries. Prior to holding such positions, Mr. Kaplan held numerous positions at Shandwick International PLC, a global relations consulting firm, from 1988 through 1999, including most recently as the Regional Chief Executive of its North American Operations and a member of its Board of Directors.

        Pierre MacDonald    was first elected to the Board of Directors of the Corporation in September 1999. Since March 1995, Mr. MacDonald has served as Chairman and Chief Executive Officer of MacD Consult Inc., a group of consultants in international finance and marketing. Since May 2000, Mr. MacDonald has served as the Vice-Chairman of the board of directors of the Export Development Corporation, a Crown corporation that operates as a financial institution devoted exclusively to providing trade finance services in support of Canadian exporters and investors in up to

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200 countries. Mr. MacDonald began serving as a director of the Export Development Corporation in August 1995. He also serves as a director of Aeterna Laboratories Inc., AIM Canada Fund Inc., AIM Global Fund Inc., Sodisco-Howden Group Inc. and Slater Steel Inc. ("SSI"). SSI and its subsidiaries filed for creditor protection under the Companies' Creditors Arrangement Act in Canada and under Chapter 11 of the U.S. Bankruptcy Code on June 2, 2003 and currently is proceeding with the sale of certain of its assets and an orderly wind-down of certain of its operations.

        Michael D. Marvin    was appointed to the Board of Directors of the Corporation in August 2001. Mr. Marvin is the founder and Chairman Emeritus of MapInfo Corporation ("MapInfo"), a software technology company specializing in location based solutions and services that help businesses better understand their customers and markets. Mr. Marvin was the Chairman of MapInfo from 1992 until January 2001 and currently serves as a director of a number of privately-held technology companies.

        James J. McDevitt    has served as Geac's Vice President and General Manager, Industry Specific Applications since December 2002. From July 2000 until December 2002, Mr. McDevitt served as chief financial officer of Clarus Corporation, a procurement solutions provider. Prior to working at Clarus Corporation, Mr. McDevitt held numerous financial and management positions since August 1997 with Geac Enterprise Solutions.

        William G. Nelson    was first elected to the Board of Directors of the Corporation in September 1988. He served as Chairman of the Corporation's Board of Directors from June 1996 to October 2000, and as the Corporation's President and Chief Executive Officer from September 1996 to April 1999. Mr. Nelson has served as Chief Executive Officer of Clarendon Capital Inc., an investment banking and consulting firm, since June 1995. Mr. Nelson has been the Chairman of the board of directors of Harris Business Group, Inc. since 1990 and the Chairman of the board of directors of Repository Technologies Inc., a computer software company, since 1999. Mr. Nelson is also a director of Manugistics Group, Inc., a provider of intelligent supply chain optimization solutions for enterprises and evolving e-Business trading networks, HealthGate Data, and Catalyst International Inc., a global provider of software and services for warehouse management and serves on the Board of Trustees of Swarthmore College.

        Alys R. Scott    has served as Vice President, Global Communications of Geac since October, 2003. Prior to joining Geac, Ms. Scott served as Vice President and then Senior Vice President and General Manager of Miller Consulting Group, a high tech public relations firm, from 1999 to October, 2003. From 1998 to 1999 Ms. Scott served as Vice President of International Data Group, a leading technology media, research, and event company.

        Robert L. Sillcox    was appointed to the Corporation's Board of Directors in August 2001. Mr. Sillcox is the Chairman of Quant Investment Strategies Inc., an investment firm specializing in providing quantitative investment strategies to institutions. He has held this position since he co-founded the firm in 1998. Mr. Sillcox is currently also a director of Glenmount International, L.P.I., an industrial technology private equity partnership, and HelpCaster Technologies Inc., a software technology company.

        Jeffrey M. Snider    has served as Geac's Senior Vice President and General Counsel since August 2003. Prior to joining Geac, Mr. Snider was of counsel to Mintz, Levin from 2002 to July 2003. Prior to joining Mintz, Levin, Mr. Snider served as Senior Vice President and General Counsel for Lycos, Inc., an internet company, from 1997 to 2002. From 1989 to 1997 Mr. Snider was with the law firm Hutchins, Wheeler & Dittmar, first as an associate, then as a member.

        Craig C. Thorburn    has served as Geac's Senior Vice President, Mergers & Acquisitions since December 2001 and as Geac's Corporate Secretary since January 2002. Mr. Thorburn has also been with the Toronto office of Blake, Cassels & Graydon LLP since 1985, where he became a partner in

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1993, and where he continues his practice involving mergers and acquisitions, and business and regulatory law. Mr. Thorburn is also a director of Vivendi Universal Exchangeco Inc.

        James M. Travers    has served as Geac's Senior Vice President, and President, Geac Enterprise Solutions Americas since August 2002. Before joining Geac, Mr. Travers served from December 2000 to April 2001 as Interim President and Chief Executive Officer of Agillion, Inc., a provider of real-time customer collaboration and content management solutions. From January 1995, until it was acquired by Peregrine Systems in June 2000, Mr. Travers served in several senior management positions, most recently as President and Chief Executive Officer with Harbinger Corporation, a provider of e-commerce solutions.

        Timothy J. Wright    has served as Chief Executive of the Corporation's EMEA and Asia-Pacific operations and Chief Technology Officer since May 2004 and as its Senior Vice President, Chief Technology Officer and Chief Information Officer since January 2003. Prior to joining Geac, Mr. Wright served for just over three years as Senior Vice President, Chief Technology Officer and Chief Information Officer at Terra Lycos, a major provider of Internet access and content to several million subscribers world-wide. Prior to working at Terra Lycos, Mr. Wright spent seven years at The Learning Company, a major provider of consumer and education software, until it was acquired by Mattel in 1999.

        As of July 30, 2004, the directors and executive officers of the Corporation as a group beneficially own, directly or indirectly, or exercise control or direction over approximately 2,105,471 common shares of the Corporation representing approximately 2.46% of the Corporation's outstanding shares.

ADDITIONAL INFORMATION

        The Corporation will provide the following additional information to any person upon request made to the Corporate Secretary of the Corporation, 11 Allstate Parkway, Suite 300, Markham, Ontario L3R 9T8:

(a)

when securities of the Corporation are in the course of distribution pursuant to a preliminary short form prospectus or a short form prospectus:

(i)

one copy of this Annual Information Form, together with one copy of any document or the pertinent pages of any document, incorporated by reference herein;

(ii)

one copy of the comparative financial statements of the Corporation for its most recently completed financial year for which financial statements have been filed together with the accompanying report of the auditor and one copy of the most recent interim financial statements of the Corporation that have been filed, if any, for any period after the end of its most recently completed financial year;

(iii)

one copy of the information circular of the Corporation in respect of its most recent annual meeting of shareholders that involved the election of directors; and

(iv)

one copy of any other documents that are incorporated by reference into the preliminary short form prospectus or the short form prospectus and are not required to be provided above; or

(b)

at any other time, one copy of any documents referred to in clauses (a) (i), (ii) and (iii) above, provided that the Corporation may require the payment of a reasonable charge if the request is made by a person who is not a security holder of the Corporation.

        Additional information, including information concerning directors' and officers' remuneration and indebtedness, principal holders of the Corporation's securities, options to purchase securities and interests of insiders in material transactions, where applicable, is contained in the Corporation's Management Proxy Circular for the 2004 Annual Meeting of Shareholders of the Corporation, and additional financial information is provided in the Corporation's comparative financial statements for FY 2004.

        The Geac products referred to herein are registered or unregistered trademarks of Geac Computer Corporation Limited or its subsidiaries. All other brand or product names are registered trademarks and trademarks of their respective holders. © 2004 Geac Computer Corporation Limited.

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QuickLinks

Exhibit 1

EX-2

Exhibit 2

Management Discussion and Analysis

The following management discussion and analysis of results of operations and financial position should be read in conjunction with the consolidated financial statements and notes for the fiscal years (FY) ended April 30, 2004 and April 30, 2003. This following discussion and analysis contains forward-looking statements that relate to future events or our future financial performance or results. In addition, these forward-looking statements include, but are not limited to, statements regarding our plans, objectives, expectations and intentions. These forward-looking statements are neither promises nor guarantees but rather are subject to a number of risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements, including the risks and uncertainties set forth in the section entitled "Risks and Uncertainties." You should not place undue reliance on any such forward-looking statements, which are current only as of the date when made. You should not expect that these forward-looking statements will be updated or supplemented as a result of changing circumstances or otherwise, and we disavow and disclaim any obligation to do so.

        Our financial statements are prepared and filed in accordance with accounting principles generally accepted in Canada ("Canadian GAAP"). Note 23 to our consolidated financial statements sets out the differences between accounting principles generally accepted in the United States ("U.S. GAAP") and Canadian GAAP that would affect our financial statements. Our financial statements have historically been reported in Canadian dollars. Effective May 1, 2003, we adopted the U.S. dollar as our reporting currency since U.S. dollar denominated operations represent an increasingly significant portion of our operations. Accordingly, the change of our reporting currency from the Canadian dollar to the U.S. dollar reduces our exposure to foreign currency translation adjustments. Comparative financial information for the fiscal year ended April 30, 2003 has been recast as if the U.S. dollar had always been used as our reporting currency, and financial information has been translated into U.S. dollars for all periods presented. As used in this discussion, and unless the context otherwise requires or unless otherwise indicated, all references to "Geac," "we," "our," "the Company" or similar xpression refer to Geac Computer Corporation Limited and its consolidated subsidiaries. All dollar amounts herein are expressed in U.S. dollars unless otherwise noted, and references to "FY" are references to our fiscal year end, which ends on April 30 of each year.

        On February 3, 2004 our common shares were registered under the Securities and Exchange Act of 1934 and began trading on the NASDAQ National Market under the ticker symbol "GEAC." Our common shares also continue to be listed on the Toronto Stock Exchange under the ticker symbol "GAC."

OVERVIEW

Geac is the software solution for the Chief Financial Officer. Whether there is a need to do more with less as a result of an increasingly competitive environment or as a result of regulatory pressure, Geac provides best-in-class technology solutions for the issues confronting the Chief Financial Officer.

        We are a leading global provider of software solutions for business performance management, providing customers worldwide with financial and operational technology solutions to improve their business performance in real time. Geac Performance Management (GPM) is an integrated product suite that we offer for business performance management that enables companies to bolster their effectiveness by tightening the linkage between business strategy formulation and operational execution. Our software solutions include cross-industry enterprise application systems (EAS) for financial administration and human resources functions, expense management, time capture, budgeting, financial consolidation, management reporting and analysis and enterprise resource planning applications for manufacturing, distribution, and supply chain management. We also provide industry specific applications (ISA) tailored to the real estate, restaurant, property management, local government and

1

construction marketplaces, and for libraries and public safety agencies. In addition, we resell computer hardware and software, and provide a broad range of professional services, including application hosting, consulting, implementation services, and training worldwide.

        To deliver these products and services, we employed approximately 2300 people worldwide on April 30, 2004 compared to approximately 2500 on April 30, 2003. On April 30, 2004, 16% of our employees were in sales and marketing, 27% in services, 23% in support, 22% in research and development and 12% in corporate services.

        Today we assist many of the largest companies in the world who rely on our software applications for their financial transaction analysis and operational processing.

GEAC GROWTH STRATEGY

Software Revenue Growth

        We intend (i) to extend relationships with our existing customers by improving the productivity and return on investment of our customers' existing business processes with new products that build stems on our and Internet frameworks, and (ii) to attract new customers by delivering a suite of software solutions that can be integrated with their existing enterprise application systems. In both cases, we target our software solutions to the Chief Financial Officer of customers to help improve business performance utilizing their existing information technology investments. We need to continue to identify compelling products that expand upon and complement our existing suite of performance management products and then employ a combination of three strategies to aggregate those complementary target product offerings: build, buy and partner. Each component of the build, buy and partner strategy is critically important for us to achieve our growth strategy. We believe that if we are successful in achieving new product offerings from organic development or acquisitions and we develop partnerships to enhance our product offerings, sales and/or services, these objectives may be fulfilled and new software license revenue will likely increase. Software license revenue is the principal driver for support revenue and professional services revenue and therefore needs to increase as a percentage of the revenue mix to generate total revenue growth. Furthermore, our ability to increase software license revenue is an essential component in offsetting the attrition in maintenance contract renewals we have experienced in the past and that we expect to continue.

Build: Organic Growth

        Selling new software licenses has and will continue to play an important role in our growth strategy. During FY 2004, we continued to focus on growing our business organically along key product lines, which resulted in revenue growth in several of our legacy products with sales to both new and existing customers. We need to continue to invest in new product development so we can offer our customers a portfolio of performance management solutions. To maintain revenue growth momentum, we also announced several complementary products at our recently held annual user conference, including Geac Compliance, SmartStream 7.0, and Enterprise Intelligence.

        Software license sales growth has contributed to an increase in the demand for our professional services. In response, we have broadened our service offerings, expanded our delivery model, and created a "best practices" consulting group. Our integrated technology solutions deliver more value and utility to our customers by combining new products, product expansions, product integrations and practical business services.

Value for Maintenance—In the second quarter of FY 2004 we introduced a value-based maintenance offering, which delivers new technology to users of our mainframe software products that simplifies the web-enablement of, and integration with, Geac and non-Geac systems. The new program was rolled out to existing Geac E and M Series customers coming up for maintenance renewal in the third quarter of FY 2004. An important component of this program is an initiative

2

that offers multiple years of support services including incentives to encourage customers to extend beyond our typical one-year maintenance contract. At April 30, 2004, 40 renewing E and M series customers had elected to participate in the Value for Maintenance (VFM) program, representing approximately 15% of the total renewal dollars since the program was launched. An additional 18% of customers in the renewal pipeline are evaluating the VFM program. We expect to continue to refine the VFM program as we receive customer feedback and expect more of our customers to make the transition to this program as they renew their maintenance contracts.

Hosted Application Offering—We have expanded our delivery model by broadening the availability of our application service provider (ASP) offerings across certain products within our GPM suite. We currently provide hosting solutions in America, Europe and Australia across a range of product lines for some applications and are also assessing the expansion of hosted offerings across additional product lines. Our hosted solutions represent one of several application delivery and deployment options that we offer our customers as part of our commitment to provide customers with effective solutions that are flexible, easier to implement, and competitively priced. The increase in ASP offerings also has an effect on our revenue recognition: while perpetual licenses are generally recognized at the beginning of the contract when they meet the criteria described in the critical accounting policies, ASP offerings are recognized on a straight-line basis over the life of the contract. Thus, the dollar value of an ASP contract may be larger than a combined license and maintenance contract, although less revenue may be recognized in the first year after the contract is executed.

Product Expansion

Geac System21—System21 Aurora, our next generation ERP system for the iSeries with real-time business process management capabilities, continues to attract customers for us in the mid-market ERP sector. During the fourth quarter of FY 2004, System21 closed approximately 230 deals contributing to 29.2% revenue growth attributable to software license sales over the fourth quarter of FY 2003 and 6.2% growth from FY 2004 compared to FY 2003 for this product suite. Also during the fourth quarter of FY 2004, System21 Aurora was enhanced with integrated reporting and analysis and budgeting functionality derived from GPM.

Geac Library Solutions—Continuing to build upon the momentum it established earlier in FY 2004, in the fourth quarter of FY 2004 Geac Library Solutions won a dozen new license, maintenance and service contracts, including two new customers for Vubis Smart, our next-generation library automation system. Revenue for FY 2004 grew by 4.5% compared to FY 2003 revenue for this product suite.

Geac Local Government—Focused on opportunities in Australia and New Zealand, Geac Local Government has been awarded contracts with 10 councils (municipalities or counties) during FY 2004 to replace their existing land information systems (LIS). Most recently, the City of Auburn (Australia), home to the majority of the Sydney Olympics sporting venues purchased our LIS, named Pathway PPR. In addition, the City of Melbourne (Australia) acquired additional Pathway PPR modules to undertake their PINS3 (Penalty Infringement Notice System) project, to expedite processing of approximately 450,000 parking tickets per year. By delivering products to meet the unique demands of government customers, revenue for FY 2004 increased by 28% compared to FY 2003 revenue for this product suite; however, new license revenue in this business increased only modestly year over year.

Buy: Growth Through Acquisitions

        On August 6, 2003, we acquired Comshare Incorporated ("Comshare"), a leading provider of Business Performance Management software for planning, budgeting, forecasting, financial consolidation, management reporting and analysis—the MPC product line. Our current GPM software

3

sales pipeline continues to include our legacy customers, which underscores a critical component of our acquisition strategy—the ability to sell newly acquired GPM products into our legacy customer accounts worldwide. During FY 2004, we closed several GPM sales with existing customers, including planning and expense management applications.

        GPM is an integrated product suite that enables companies to bolster their effectiveness by tightening the linkage between business strategy formulation and operational execution. GPM can be integrated with many general ledger, ERP, CRM, and other applications provided by us and other software vendors, including SAP, PeopleSoft, Oracle, and Lawson. As part of our growth strategy we have begun to integrate GPM solutions into some of our existing ERP product offerings in both the EAS and ISA segments. In the third quarter of FY 2004, we integrated GPM with the Enterprise Server software and this integrated offering is gaining traction with our Enterprise server customers. In FY 2005, we plan to integrate GPM into our Anael, SmartStream, System21, Libraries, Local Government and Commercial Systems product suites.

        In Q4 of FY 2004, we announced new releases of the MPC, our planning, budgeting, forecasting, financial consolidation, and management reporting and analysis software, and Expense Management solutions within the GPM product family. These new releases offer existing and potential customers greater functionality and flexibility, such as, the ability to submit or approve an employee expense report from any Web-enabled device.

Partner: Key Relationships

        During FY 2004, we were successful in leveraging an existing partnership between Comshare and Microsoft® to encompass most of our major product lines in all regions. We are working with Microsoft® to develop joint marketing and sales programs within the business performance management market. We expect to receive focused technical, marketing and sales support from Microsoft®. In turn, we intend to utilize our experience and credibility providing technology-based solutions to financial executives, to assist Microsoft® in expanding its opportunities within the finance function of enterprises.

        During FY 2004, we also leveraged our relationship with Lombardi Software and its expertise in business process design to develop a Sarbanes Oxley (SOX) compliance tool. The SOX certification cycle has created a growing demand for remediation activity as businesses try to extract value from their significant investment in regulatory compliance. There are two types of SOX compliance software offered by Geac: (1) applications that streamline processes and workflow allowing a company to reach scalable repeatable processes and (2) software to assist in making the SOX certifications.

        Finally, during FY 2004 we partnered with Information Builders to develop our Enterprise Intelligence offering, an enhanced reporting solution for our E Series and M Series customers.

        Subsequent to FY 2004, we announced a new alliance relationship with American Express Tax and Business Services Inc. (AMEX TBS). Under the terms of the agreement, AMEX TBS will now offer GPM to its North American customers. Our alliance with AMEX TBS will combine the financial services expertise of AMEX TBS with our technology strengths to extend GPM to a broader audience.

        RESULTS OF OPERATIONS

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Twelve Months Ended April 30, 2004 compared to the Twelve Months Ended April 30, 2003

(all dollar figures in tables are presented in thousands of U.S. dollars)

Revenue

	For the year ended April 30
					$ change from 2003			% Change from 2003
	2004		2003
Software	$	65,190	$	49,380	$	15,810		32.0	%
Support and services		355,019		328,472		26,547		8.1	%
Hardware		25,063		30,625		(5,562	)	(18.2	%)
	$	445,272	$	408,477	$	36,795		9.0	%

        Total revenue increased 9.0% to $445.3 million for FY 2004, compared to $408.5 million for FY 2003. This increase is a result of organic revenue growth and the acquisitions of Extensity, Incorporated ("Extensity") and Comshare. We continue to execute on our strategy to increase software revenue as a percentage of our total revenue mix. As a percentage of total revenue, software revenue has increased from 12.1% in FY 2003 to 14.6% in FY 2004. Excluding the increase in support revenue resulting from the acquisitions of Extensity and Comshare and the effect of foreign exchange, support revenue declined $22.3 million or 9.4%. This decline was in line with our expectations. Services revenue increased $2.4 million or 2.9% in FY 2004, compared to FY 2003, excluding the increase in services revenue resulting from the acquisitions of Extensity and Comshare. Our focus shifted away from the lower margin hardware business in FY 2004 and the result was a hardware revenue decrease of $5.6 million or 18.2% from FY 2003. We are not seeking to grow our hardware business, which is a service we provide only to accommodate certain customers.

        For FY 2004 we managed and reported our business on our two major business segments: EAS and ISA. The software products acquired in the Comshare and Extensity transactions are components of the EAS business segment, but may be extended into the ISA business segment in FY 2005. As a result of the integration of the Comshare and Extensity businesses as product lines in the EAS business segment, it is not possible to identify the expense components of the merged businesses separately.

Revenue—Segmented

	For the year ended April 30
					$ change from 2003			% Change from 2003
	2004		2003
EAS	$	351,259	$	305,156	$	46,103		15.1	%
ISA		94,013		103,321		(9,308	)	(9.0	%)
	$	445,272	$	408,477	$	36,795		9.0	%

        As a result of the acquisition of Comshare and Extensity, revenue in the EAS segment increased $46.1 million, or 15.1%, from $305.2 million in FY 2003 to $351.3 million in FY 2004. The increase was attributable to growth both in software and support and services revenue. New product lines from the Comshare and Extensity acquisitions contributed $52.2 million to the total revenue for the EAS business segment and, we also experienced organic growth from legacy products such as System21 Aurora. This growth was offset predominantly by a decline in total support revenue of approximately $16.2 million or 9.6%, and a decline in revenue related to the sale of the Northern Ontario division.

        EAS software license sales to new and existing customers, from both newly-acquired and existing software, totalled $54.8 million in FY 2004 compared to $37.4 million in FY 2003. This represents an increase of $17.5 million, or 46.7%, of which $2.4 million was generated from our legacy product suites.

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The software products acquired in the Comshare and Extensity transactions represented $15.1 million of total EAS software license sales during FY 2004.

        EAS support and services revenue was $274.9 million in FY 2004, compared to $242.5 million in FY 2003. Support and services revenue generated by the Comshare and Extensity businesses represented $35.4 million of the increase in FY 2004. Therefore, excluding revenue from acquisitions, there was a $3.0 million decrease in EAS support and services revenue attributable to a decline in support revenue from the existing EAS business and foreign exchange. This decline, which was in line with our expectations, was due to attrition in maintenance contract renewals within the various EAS business units. As the integration of the Comshare and Extensity product lines into our other businesses continue, it will not be possible to report the revenue components of the merged businesses separately.

        EAS hardware sales revenue was $21.6 million in FY 2004, compared to $25.3 million in FY 2003. This represents a 14.8% decline in hardware revenue. The decline in EAS hardware sales revenue may continue as a result of our de-emphasis of this low margin business.

        Revenue in the ISA segment decreased $9.3 million or 9.0%, from $103.3 million in FY 2003 to $94.0 million in FY 2004. This $9.3 million decline was primarily attributable to:

•

$9.1 million decline in the Interealty business reflecting significant price pressure, customer losses in the core Multiple Listing Service (MLS) application business and the anticipated continuing decline in revenue from the MLS book publishing business;



•

$2.2 million decline in the Restaurants business attributable in part to a decrease in hardware sales due to our focus to shift away from this lower margin business; and



•

$1.3 million decline in the Construction business which was due to a a legacy software conversion program which expired in FY 2003.

        An increase of $2.7 million in the Local Government business resulting from new installations and higher volumes of professional service engagements partially offset these declines.

Gross Profit

	For the year ended April 30
					% Change from 2003
	2004		2003
Margin on software revenue	88.2	%	86.8	%	1.4	%
Margin on support and services revenue	58.8	%	58.4	%	0.4	%
Margin on hardware revenue	15.7	%	15.5	%	0.2	%
Margin on total revenue	60.7	%	58.6	%	2.1	%

        Gross profit increased by $30.7 million, or 12.8%, from $239.4 million in FY 2003 to $270.2 million in FY 2004 versus an increase of total revenue of 9%. Overall gross profit margins increased from 58.6% in FY 2003 to 60.7% in FY 2004 as a result of higher margin software revenue increasing as a percentage of the revenue mix, a decrease in lower margin hardware sales as a percentage of the revenue mix and cost reductions. However, it is uncertain if such growth will continue in future years. Included in cost of revenue in FY 2004 is $0.3 million in compensation expenses relating to the adoption of the fair value method of accounting for stock options.

Operating Expenses—Operating expenses increased 6.8% to $197.9 million in FY 2004, compared to $185.3 million in FY 2003. Sales and marketing, product development, and general and administrative expenses increased by $26.6 million primarily as a result of the acquired Extensity and Comshare businesses and the accounting for the fair value of stock options which was adopted in the

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fourth quarter of FY 2004. Our total operating expenses increased by 6.8% in absolute dollars in FY 2004 compared to FY 2003, while total revenue increased by 9.0%. Therefore, as a percentage of total revenue, operating expenses decreased from 45.4% in FY 2003 to 44.5% in FY 2004.

        In accordance with accounting standards set by the CICA, we elected to adopt Handbook Section 3870 "Stock-based compensation and other stock-based payments" ("Section 3870") in the fourth quarter of FY 2004, and began recording stock-based compensation expense using the prospective method of accounting for stock options, available to companies that adopt Section 3870 in their 2004 fiscal years. Recording the compensation expense related to stock options increased our operating and cost of sales expenses by approximately $2.4 million and decreased Earnings Per Diluted Share ("EPS") by $0.03. The full-year expense was recognized in the fourth quarter; the amount per quarter going forward may be less.

	For the year ended April 30
					$ change from 2003		% Change from 2003
	2004		2003
Sales and marketing	$	74,051	$	58,730	$	15,321	26.1	%
Product development		58,805		51,905		6,900	13.3	%
General and administrative		62,774		58,420		4,354	7.5	%

Sales and Marketing—Sales and marketing expenses increased by $15.3 million, or 26.1%, in FY 2004. As a percentage of revenue, sales and marketing expenses increased from 14.4% in FY 2003 to 16.6% in FY 2004 reflecting our ongoing expenses from personnel costs and sales and marketing costs intended to drive new software revenue. Sales and marketing expenses may increase in the future as a percentage of total revenue as we focus on growing new software license revenue. Included in sales and marketing expenses in FY 2004 is $0.9 million of compensation expense for the adoption of the fair value method of accounting for stock options.

Product Development—Product development expenses increased by $6.9 million, or 13.3%, in FY 2004 and increased as a percentage of total revenue from 12.7% in FY 2003 to 13.2% in FY 2004. The increase in product development expenses is primarily attributable to the acquisitions of Extensity and Comshare and our focused organic growth, each of which has contributed to our strategy of build, buy and partner to generate software revenue growth. We expect product development expenses to continue at this rate as we continue to execute on our strategy. Included in product development expenses in FY 2004 is $0.3 million of compensation expense relating to the adoption of the fair value method of accounting for stock options.

General and Administrative—General and administrative expenses increased by $4.4 million, or 7.5%, in FY 2004. As a percentage of total revenues, general and administrative expenses decreased from 14.3% in FY 2003 to 14.1% in FY 2004. Included in general and administrative expenses in FY 2004, is $0.9 million of compensation expense relating to the adoption of the fair value method of accounting for stock options. Going forward, it is anticipated that general and administrative expenses will be adversely and significantly impacted by new corporate governance regulations and requirements.

Net Restructuring and Other Unusual Items—During FY 2004, we recorded a net reversal of $5.3 million in net restructuring and other unusual items. The net reversal for the year included $7.0 million in the release of severance, premises, litigation and other reserves set up in prior years that are no longer required. Also included in the net restructuring and other unusual items was a gain of $0.2 million resulting from the sale of assets associated with our Northern Ontario NTC division. These amounts were partially offset by charges of $0.8 million relating to new information obtained on a lease obligation, $0.5 million for severance costs related to the restructuring of our business in North America and $0.6 million for a pension liability relating to our French operations.

Amortization of Intangible Assets and Goodwill Impairment—Our past acquisitions resulted in the recording of goodwill and other intangible assets that represent the excess of the purchase price paid

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over the fair value of the net tangible assets acquired. Intangible assets are amortized over periods ranging from one to five years. Amortization of intangible assets, primarily acquired software, was $7.6 million for FY 2004, compared to $1.1 million in FY 2003. This $6.5 million increase is attributable to amortization of intangible assets associated with the Extensity and Comshare businesses, which were acquired in the fourth quarter of FY 2003 and the second quarter of FY 2004, respectively. In accordance with CICA 3062, "Goodwill and Other Intangible Assets," goodwill is reviewed for impairment annually. We completed our review for potential impairment as of February 29, 2004, and concluded that there was no impairment. In FY 2003, we completed the same review and it was determined that goodwill had been impaired by $11.5 million.

Other Expense—Interest expense increased by $0.8 million in FY 2004. The increase was attributable to the amortization of the financing costs related to the $50.0 million credit facility obtained in FY 2004.

Income Taxes—Income taxes are accounted for under the liability method, whereby future income tax assets and liabilities are recognized for temporary differences between the tax and accounting bases of assets and liabilities, as well as for the benefit of losses available to be carried forward to future years for income tax purposes. Future income tax assets are recognized only to the extent that, in the opinion of management, it is more likely than not that the future income tax assets will be realized. Future income tax assets and liabilities are measured using income tax rates applicable to taxable income in the years in which those temporary differences are expected to be recovered or settled. Future income tax assets and liabilities are adjusted for the effects of changes in income tax laws and rates in the period in which the change occurs.

        The provision for income taxes was $13.7 million for FY 2004, compared to $21.3 million for FY 2003. Of the total $13.7 million provision recorded in FY 2004, $6.0 million related to future tax expense and $7.6 million represented cash taxes. Of the total $21.3 million provision recorded in FY 2003, $16.4 million related to future tax expense and $4.9 million represented cash taxes due for the period.

        The effective tax rate for FY 2004 was 19.3%, compared to a rate of 40.1% for FY 2003. When the FY 2003 income before taxes is adjusted for the non-tax deductible goodwill impairment charge of $11.5M (discussed above), the effective tax rate for FY 2003 is reduced to 33.0%.

        The decrease in the effective tax rate from FY 2003 to FY 2004 is due primarily to the release of valuation allowances on future tax assets and release of reserves for tax exposures due to changes in circumstances in various subsidiaries.

Net Earnings—Net earnings were $57.2 million, or $0.66 per diluted share in FY 2004, compared to $31.9 million, or $0.39 per diluted share in FY 2003. We are organized globally such that many of our expenses are incurred in the same currency as our revenue, which mitigates our exposure to currency fluctuations. Compared to FY 2003, currency fluctuations—primarily attributable to the British Pound Sterling, Euro, and Australian Dollar versus the U.S. Dollar—had the effect of increasing net income by $3.7 million, or $0.04 per diluted share, in FY 2004. This net increase resulted from the positive impact on revenue of $29.3 million, offset by the negative impact on expenses of $25.6 million. The British Pound Sterling, Euro and Australian Dollar appreciated by approximately 10.0%, 17.3% and 24.3%, respectively against the U.S. Dollar in FY 2004.

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QUARTERLY RESULTS

        The following table sets forth the unaudited consolidated statements of earnings for each of our last eight fiscal quarters. Our data has been derived from our unaudited consolidated statements of earnings that have been prepared on the same basis as the annual audited consolidated statements of earnings and, in our opinion, include all adjustments necessary for a fair presentation of such information. These unaudited quarterly results should be read in conjunction with our audited consolidated financial statements and notes thereto for FY 2004 and FY 2003. The consolidated results of operations for any quarter are not necessarily indicative of the results for any future period.

Condensed Consolidated Quarterly Statements of Earnings

(in thousands of U.S. dollars, except share and per share data)

	2003									2004
	Quarter 1		Quarter 2		Quarter 3		Quarter 4			Quarter 1		Quarter 2		Quarter 3		Quarter 4
Total revenues	$	101,364	$	101,937	$	102,588	$	102,588		$	101,525	$	111,467	$	116,175	$	116,105
Cost of revenues		45,430		41,964		41,863		39,785			40,836		45,142		45,863		43,255
Gross profit		55,934		59,973		60,725		62,803			60,689		66,325		70,312		72,850
Operating expenses		40,585		41,259		42,494		60,914			46,488		50,275		51,108		50,067
Earnings from operations		15,349		18,714		18,231		1,889			14,201		16,050		19,204		22,783
Net earnings		10,480		11,643		12,013		(2,265	)		9,407		10,746		14,437		22,576
Basic EPS		0.13		0.15		0.15		(0.03	)		0.11		0.13		0.17		0.27
Diluted EPS		0.13		0.15		0.15		(0.03	)		0.11		0.13		0.17		0.26

        During FY 2004, we continued to see quarterly year-over-year revenue growth. Though the majority of growth came from our acquisitions, we did experience some organic growth in our business.

        During FY 2004, we also saw an increase in gross profit as a result of higher margin revenue replacing lower margin hardware sales in the revenue mix.

        We continue to see an increase in quarterly operating expenses primarily as a result of our acquisitions. However, operating expenses as a percentage of revenue are decreasing as we integrate our expense management disciplines into the acquired businesses.

        Operating expenses for the fourth quarter of FY 2003 included the impact of restructuring and goodwill impairment charges of $15.8 million. There was no such impairment charge in FY 2004.

        Included in cost of revenues and operating expenses in the fourth quarter of FY 2004 is $2.4 million in compensation expense relating to the adoption of the fair value method of accounting for stock options.

        In FY 2004, net earnings and EPS grew in each consecutive quarter, with the fourth quarter of FY 2004 contributing to the largest portion of the growth for the year. Significant restructuring and unusual items impacted the net earnings and EPS in the fourth quarter of FY 2003. On a quarterly basis, we will continue to focus on operating results, including employee headcount requirements, to reduce the risk of future significant restructuring and unusual item charges.

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LIQUIDITY AND FINANCIAL CONDITION

	For the year ended April 30
					$ Change from 2003
	2004		2003
Cash and cash equivalents	$	112,550	$	89,819	$	22,731
Current assets		195,192		179,128		16,064
Total assets		406,903		332,756		74,147
Current liabilities		232,520		233,268		(748	)
Long-term liabilities		38,312		23,318		14,994
Total shareholders' equity		136,071		76,170		59,901

        At April 30, 2004, cash and cash equivalents (cash) totalled $112.6 million, compared to $89.8 million at April 30, 2003.

        During the second quarter of FY 2004, we acquired Comshare by way of a cash tender offer for all outstanding shares, followed by a cash merger for a purchase price, excluding acquisition costs, of $53.8 million. Since Comshare had $16.6 million in cash and cash equivalents at the date of acquisition, the net cash outflow resulting from completion of the transaction was $37.2 million plus transaction costs of $1.9 million. As a result, exclusive of an increase of $0.7 million from the effect of foreign exchange rates, cash increased by $22.0 million for FY 2004 compared to FY 2003.

        Total assets increased $74.1 million to $406.9 million at April 30, 2004 compared to $332.8 million at April FY 2003. In addition to the increase in cash and cash equivalents, the remaining increase in total assets was attributable to the increase in goodwill and intangible assets resulting from the acquisition of Comshare during FY 2004.

        Long-term liabilities increased $15.0 million to $38.3 million at April 30, 2004, compared to $23.3 million at April 30, 2003. The majority of the increase was as a result of a defined benefit pension plan obligation of $22.3 million that was assumed as part of the acquisition of Comshare. This was offset by a decrease in restructuring costs and long-term debt.

Net Changes in Cash Flow

	For the year ended April 30
							$ Change from 2003
	2004			2003
Net cash provided by operating activities	$	66,618		$	29,044		$	37,574
Net cash used in investing activities		(41,817	)		(23,828	)		(17,989	)
Net cash (used in)/provided by financing activities		(2,796	)		6,589			(9,385	)
Effect of exchange rate changes on cash and cash equivalents		726			4,376			(3,650	)
Net increase in cash and cash equivalents	$	22,731		$	16,181		$	6,550

        Net cash provided by operating activities increased 129.4% to $66.6 million in FY 2004, compared to $29.0 million in FY 2003. The improvement in net cash flow from operating activities was primarily due to the significant increase in net income for the year. Balance sheet changes for non-cash working capital were affected significantly by acquisitions.

        Net cash used in investing activities increased 75.5% to $41.8 million in FY 2004, compared to $23.8 million in FY 2003. There was an increase in net cash used in investing activities of $39.1 million due to the acquisition of Comshare, compared to the net acquisition of Extensity and EBC, which used $22.7 million in the prior year. In addition, net capital asset acquisitions were $1.6 million higher than in the prior year.

        Net cash used in financing activities was $2.8 million in FY 2004, compared to $6.6 million, which was provided in FY 2003. In FY 2004, we received $2.9 million in proceeds from stock options

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exercised. This was more than offset by a $2.9 million repayment of long-term debt and deferred financing costs of $2.8 million attributable to the financing costs associated with the Wells Fargo Foothill, Inc. $50.0 million credit facility ("the facility"). As of April 30, 2004, we utilized $1.8 million of the letter of credit sub-facility for general working capital needs. Approximately $48.2 million of the revolving line of credit remains available to us.

CONTRACTS AND COMMITMENTS

        The facility discussed above is collateralized by substantially all of our assets and the assets of certain of our U.S. and Canadian subsidiaries and guaranteed by certain of our U.S., Canadian, UK and Hungarian subsidiaries. The facility is available for our working capital needs and other general corporate purposes and for the needs of our subsidiaries that are parties to the facility agreement.

        We do not enter into off-balance sheet financing as a general practice. Except for operating leases, as disclosed in note 14 to the FY 2004 consolidated financial statements and in accordance with Canadian GAAP, we have no commitments that are not reflected in our balance sheets. Commitments include operating leases for office equipment and premises, and letters of credit, bank guarantees, and performance bonds that are routinely issued on our behalf by financial institutions, primarily in connection with premises leases and contracts with public sector customers. In addition, as disclosed in note 13 to the FY 2004 consolidated financial statements, in connection with the acquisition of Comshare, we assumed responsibility for a defined benefit pension plan, which will require continued payments until the plan is fully funded. Except as otherwise disclosed in the financial statements, we do not have any other business arrangements, derivative financial instruments, or any equity interests in unconsolidated companies that would have a material effect on our assets and liabilities at April 30, 2004.

        The following table summarizes our outstanding cash commitments as of April 30, 2004:

	Payments due by period
	Total		Less than 1 Year		1—3 Years		3—5 Years		More than 5 Years
Operating leases	$	43,109	$	17,400	$	16,375	$	4,323	$	5,011
Capital leases		5,885		603		1,206		1,206		2,870
Future benefit payments		3,685		598		1,213		1,239		635
Long-term debt		4,941		391		818		955		2,777
Total outstanding cash commitments	$	57,620	$	18,992	$	19,612	$	7,723	$	11,293

RISKS AND UNCERTAINTIES

This Management Discussion and Analysis, and other reports, statements and other communications to shareholders, as well as oral statements made by our officers or agents, contains forward-looking statements, including statements regarding the future success of our business and technology strategies, and future market opportunities. These forward-looking statements are neither promises nor guarantees but rather are subject to a number of risks and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Some of the risks and uncertainties that may cause such variation are discussed below. You should not place undue reliance on any such forward-looking statements, which are current only as of the date when made. You should not expect that these forward-looking statements will be updated or supplemented as a result of changing circumstances or otherwise, and we disavow and disclaim any obligation to do so. You should understand that the sole purpose of discussing these risks and uncertainties is to alert you to certain factors which could cause actual results to differ materially from those described in the forward-looking statements and not to describe facts, trends and circumstances that could have a beneficial impact on the Company's results.

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        We operate in a dynamic and rapidly changing environment and industry that involve numerous risks and uncertainties. The following section describes some, but not all, of these risks and uncertainties that may adversely affect our business, financial condition or results of operations. Additional risks and uncertainties not described below or not presently known to us may also affect our business operations. If any of these risks actually occurs, our business, financial condition, or results of operations could be seriously harmed. This section should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto, and the other parts of Management's Discussion and Analysis of Financial Condition and Results of Operations

We have had losses in the past and may not maintain our current profitability in the future. The trading price of our common shares may fall if we fail to maintain profitability or generate sufficient cash from operations.

        We generated net earnings of $57.2 million and $31.9 million for the years ended April 30, 2004 and 2003, respectively. Although we had net earnings for the past three years, we had a net loss of $169.4 million for the year ended April 30, 2001. Our losses have resulted principally from costs incurred to realign our global operations and as a result of the conclusion that the goodwill we carried on our consolidated balance sheet was impaired. We expect to continue experiencing fluctuations in our operating results and cannot assure sustained profitability.

        As we grow our business, we expect operating expenses and capital expenditures to increase correspondingly, and as a result, we will need to generate significant revenue to maintain profitability. We may not be able to sustain or to increase profitability or cash flows from operations on a quarterly or annual basis in the future and could incur losses in future periods. If our revenues decline as they have in past years, our operating results could be seriously impaired because many of our expenses are fixed and cannot be easily or quickly reduced. A failure to maintain profitability could materially and adversely affect our business.

        In FY 2003, we recorded goodwill impairment and net restructuring and other unusual items of $15.1 million related to significant write-downs of goodwill and intangible assets, as well as to restructuring efforts intended to reduce costs and more efficiently organize our operations.

        We periodically review the value of acquired intangibles and goodwill to determine whether any impairment exists and could write-down a portion of our intangible assets and goodwill as part of any such future review. We also periodically review opportunities to more efficiently organize operations, and may record further restructuring charges in connection with any such reorganization. Any write-down of intangible assets or goodwill or restructuring charges in the future could affect our results of operations materially and adversely.

Our revenues and operating results fluctuate significantly from quarter to quarter, and the trading price of our common shares could fall if our revenues or operating results are below the expectations of analysts or investors.

        Our revenues and operating results fluctuate significantly from quarter to quarter. Historically, our revenue in the third quarter of each fiscal year, our quarter ending January 31, has benefited from year-end budget cycles and spending, and we have generated less revenue, and collected less cash, during our first and second fiscal quarters of each year, our quarters ending July 31 and October 31, due in part to the European summer holiday season. These historical patterns may change over time. Revenue in any quarter depends substantially upon our ability to sign contracts and our ability to recognize revenue in that quarter in accordance with revenue recognition policies.

        Our quarterly revenues and operating results may fluctuate based on a variety of factors, including the following:

•

the timing of significant orders, delivery and implementation of our products;



•

the gain or loss of any significant customer;

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•

the number, timing and significance of new product announcements and releases by us or our competitors;



•

our ability to acquire or develop (independently or through strategic relationships with third parties), to introduce and to market new and enhanced versions of our products on a timely basis;



•

order cancellations and shipment rescheduling delays;



•

patterns of capital spending and changes in budgeting cycles by our customers;



•

market acceptance of new and enhanced versions of our products;



•

changes in the pricing and the mix of products and services that we sell and that our customers demand;



•

the demand for our products and the market conditions for technology spending;



•

seasonal variations in our sales cycle (such as lower sales levels typically experienced by our European operations during summer months);



•

the level of product and price competition;



•

the amount and timing of operating costs and capital expenditures relating to the expansion of our business;



•

the geographical mix of our sales, together with fluctuations in foreign currency exchange rates;



•

the timing of any acquisitions and related costs;



•

changes in personnel and related costs; and



•

legal proceedings in the normal course of business.

        In addition, we expect that a substantial portion of our revenue will continue to be derived from renewals of maintenance contracts from customers of our software applications. These maintenance contracts typically expire on an annual basis, and the timing of cash collections of related revenues varies from quarter to quarter. In addition, our new license revenue and results of operations may fluctuate significantly on a quarterly and annual basis in the future, as a result of a number of factors, many of which are outside of our control. A sale of a new license generally requires a customer to make a purchase decision that involves a significant commitment of capital. As a result, the sales cycle associated with the new license revenue will vary substantially and will be subject to a number of factors, including customers' budgetary constraints, timing of budget cycles and concernsnew products by us or our competitors.

        If our revenues or operating results fall below the expectations of financial analysts or investors, the trading price of our common shares could fall. As a result of the foregoing factors and the other factors described in this section, we believe that period-to-period comparisons of our revenue and operating results are not necessarily meaningful. You should not rely on these comparisons to predict our future performance.

We experience customer attrition, which could affect our revenues more adversely than we expect, and we may be unable to adapt quickly to such attrition. Any significant reduction in revenues as a result of attrition may result in a decrease in the trading price of our common shares.

        We expect that a substantial portion of our revenue will continue to be derived from renewals of annual maintenance contracts with customers of our software applications, and, to a lesser extent, from professional services engagements for these customers. Attrition in our customer base has historically taken place, and continues to take place, when existing customers elect not to renew their maintenance contracts and cease purchasing professional services from us. Customer attrition occurs for a variety of reasons, including a c decision to replace our product with that of a competing vendor, to purchase

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maintenance or consulting services from a third-party service provider, or to forgo maintenance altogether. It can also occur when a customer is acquired or ceases operations.

        To date, we have experienced relatively predictable and stable customer attrition, and have been able, in part, to replace the revenue lost through attrition with new revenue from maintenance contracts and professional services associated with new license sales and from maintenance contract price increases, as well as from acquisitions. However, any factors that adversely affect the ability of our installed systems to compete with those available from others, such as availability from competitors of products offering more advanced product architecture, superior functionality or performance or lower prices, or factors that reduce demand for our maintenance and professional services, such as intensifying price competition, could lead to increased rates of customer attrition. Should the rate of customer attrition exceed our expectations, we may be unable to replace the lost revenue or to reduce our costs sufficiently or in a timely enough fashion to maintain profitability. In such circumstances, higher than expected customer attrition could have a material adverse effect on our business, results of operations, and financial condition.

We may be unable to realize our growth strategy if we are unable to identify other suitable acquisition opportunities.

        We believe that our future success depends upon our ability to make additional worthwhile acquisitions to offset the effect of customer attrition, such as our recent acquisitions of Extensity and Comshare. If we cannot make additional worthwhile acquisitions, our revenues and stock price will likely decline. We cannot be certain that we will be able to identify additional suitable acquisition candidates available for purchase at reasonable prices, to consummate any acquisition. When evaluating an acquisition opportunity, we cannot assure you that we will correctly identify the risks and costs inherent in the business that we are acquiring. In addition, to achieve desired growth rates as we become larger, acquisition candidates are likely to be larger and may continue to include public companies. The acquisition of a public company may involve additional risks, including the potential for lack of recourse against public shareholders for undisclosed material liabilities of the acquired business. If we were to proceed with one or more significant future acquisitions in which the consideration consisted of cash, a substantial portion of our available cash resources could be used.

Our inability to successfully integrate other businesses that we acquire may disrupt our operations or otherwise have a negative impact on our business.

        We made one acquisition in FY 2004 and two acquisitions during FY 2003. We made numerous acquisitions prior to FY 2002, including eleven during FY 2000. We are frequently in formal or informal discussions with potential acquisition candidates and may make additional acquisitions of, or large investments in, other businesses that offer products, services, and technologies that we believe would complement our products and services. Integration of our completed acquisitions and any future acquisitions involves a number of special risks, including the following: diversion of management's attention from, and lure to successfully integrate the personnel, information systems, technology, and operations of the acquired business; failure to maximize the potential financial and strategic benefits of the transaction; failure to realize the expected synergies from businesses that we acquire; possible impairment of relationships with employees and customers as a result of any integration of new businesses and management personnel; impairment of assets related to resulting goodwill; reductions in future operating results from amortization of intangible assets; and unanticipated adverse events, circumstances, or legal liabilities associated with the transaction or the acquired business.

        Moreover, mergers or acquisitions of technology companies are generally risky and often fail to deliver the return on investment that acquirers expect. Such failures can result from a number of factors, including the following: rapid changes in technology in the markets in which the combining companies compete, and in demand for their products and services; difficulties in integrating the businesses and personnel of the acquired company; failure to achieve expected revenue or cost

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synergies; unanticipated costs or liabilities; and other factors. If we are unable to integrate future acquisitions successfully, our business and results of operations could be adversely affected.

The loss, cancellation or delay of orders by our customers could harm our business.

        The purchase of some of our products, particularly our EAS products, and the related professional services may involve a significant commitment of resources and costs for our customers. As a result, our sales process involves a lengthy evaluation and product qualification process that may require significant capital expenditures. For these and other reasons, the sales cycle associated with the license of our products, renewal of maintenance agreements, and sale of related professional services varies substantially from contract to contract and customer to customer. The sales cycles for our products vary by product and application, and may range up to a year or more for large, complex installations. We may experience delays over which we have no control and which further extend that period. During the process, we may devote significant time and resources to a prospective customer, including costs associated with multiple site visits, product demonstrations, and feasibility studies. If we are unsuccessful in generating offsetting revenues during these sales cycles, our revenues and earnings could be substantially reduced or we could experience a large loss. Any significant or ongoing failure to ultimately achieve sales as a result of our efforts, or any delays or difficulties in the implementation process for any given customer could have a negative impact on our revenues and results of operations.

Demand for our products and services fluctuates rapidly and unpredictably, which makes it difficult for us to manage our business efficiently and can reduce our gross margins, profitability and market share.

        We depend upon the capital spending budgets of our customers. World economic conditions have in the past adversely affected our licensing and maintenance revenue. We believe that the continued weakness in our revenues from sales of new licenses of our enterprise applications systems is consistent with the experience of other participants in our industry. If economic or other conditions reduce our customers' capital spending levels, our business, results of operations, re has been a financial severe worldwide downturn in information technology spending over the last few years, and any growth in our markets will depend on a general recovery in information technology spending. Growth prospects for our existing businesses are uncertain, with expansion in the industry also being highly dependent on users of enterprise applications systems enhancing their current systems through Web-based applications and new functionality that is complementary to that of their existing systems. Currently, we believe that the market for enterprise resource planning software is weak, and it may continue to be weak for the foreseeable future.

        In addition, the purchase and implementation of our products can constitute a major portion of our customers' overall corporate services budget, and the amount customers are willing to invest in acquiring and implementing such products has tended to vary in response to economic or financial crises or other business conditions. Prolongation of the current economic downturn or other difficulty in the economies where we license our products, including North America, the United Kingdom, and other European countries, could have a material adverse effect on our business, financial position, operating results, or cash flows. In particular, our financial position may be significantly adversely affected by a prolonged recession or economic slowdown in any of the economies where we derive a substantial portion of our revenue.

We face significant competition from other providers of enterprise applications software and systems, which may reduce our market share or limit the prices we can charge for our systems and services.

        The enterprise resource planning market in which we compete is maturing and is deeply penetrated by large independent software suppliers, such as Microsoft, Oracle Corp., Hyperion, Cognos, Outlooksoft, Cartesis, Lawson Software, PeopleSoft, Inc., SAP AG, SSA and Intentia, and many other suppliers selling to small and mid-sized customers. As a result, competition is intense, and significant pricing pressure exists. The intensity of this competition increases as demand for products and services, such as those offered by us, weakens. To maintain and to improve our competitive position, we must continue to develop and to introduce, in a timely and cost effective manner, new products, product

15

features, and services. In addition, we expect that a substantial portion of our revenue will continue to be derived from renewals of annual maintenance contracts with customers of our software applications. Although we have experienced relatively stable and predictable attrition relating to these contracts, increased competition could significantly reduce the need for our maintenance services, as customers could either decide to replace our software applications with a competitor's applications or to enter in to a maintenance contract with a third party to service their software.

        We anticipate additional competition as other established and emerging companies enter the market for our products and as new products and technologies are introduced. For example, companies that historically have not competed in the enterprise resource planning systems market could introduce new enterprise applications based on newer product architectures that could provide for functionality similar to that of our products that are based on older technology. In addition, current and potential competitors may make strategic acquisitions or establish co-operative relationships among themselves or with third parties, thereby increasing the ability of their products to address the needs of our prospective customers. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and rapidly gain significant market share. This competition could result in price reductions, fewer customer orders, reduced gross margins, and loss of market share. In addition, variances or slowdowns in our new licensing revenue may negatively impact our current and future revenue from services and maintenance, since such services and maintenance revenues typically depend on new license sales.

Our competitors may have advantages over us that may inhibit our ability to compete effectively.

        Many of our competitors and potential competitors have significantly greater financial, technical, marketing, and other resources, greater name recognition, and a larger installed base of customers than we do. The products of some of our competitors are based on more advanced product architectures or offer performance advantages compared with our more mature EAS and ISA products. Our competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements or may devote greater resources to the development, promotion, and sale of their products than we are able to do. Many competitive factors affect the market for our products and our ability to earn maintenance, professional services and new license revenue. Some of these factors are: vendor and product reputation; expertise and experience in implementing products in a particular customer'swnership; ease and speed of implementation; customer support; product architecture, quality, price and performance; product performance attributes, such as flexibility, scalability, compatibility, functionality and ease of use; and vendor financial stability. Our inability to compete effectively based on any of the foregoing factors could have a material adverse effect on our business, results of operations and financial condition. Not all of our existing products compete equally well with respect to each of these factors. To the extent that we conclude that one or more of our existing products is unable to compete effectively, we may reduce the amount of product development, sales and marketing and other resources that we devote to that product. This could result in customer dissatisfaction and a more rapid than anticipated rate of customer attrition and decline in revenues from that product, each of which could have a material adverse effect on our business, results of operations, and financial condition.

Our business may be impacted by the recent consolidation trend in the software industry.

        There is a recent trend in the software industry generally, and the enterprise resource planning segment specifically, towards the consolidation of the participants within the industry and between segments. This trend may continue and could result in fewer participants in each segment, some of whom may have greater economic resources, broader geographic scope, a broader range of products and better overall positioning than we do. As a result of this consolidation trend and the fact that there may be fewer participants in the industry or in each segment, competition may increase and pricing pressure on our products may intensify. Industry participants with a broader range of product offerings may be better able to meet customers'ition, as a result of this trend, customers' buying patterns may be impacted. The uncertainty se customers to postpone or delay their buying decisions until the

16

uncertainty regarding this consolidation trend is reduced. We believe that, to the extent we are unable to capitalize on this consolidation trend, it could have a material adverse effect on our business, results of operations, and financial condition.

Our rapid growth through acquisitions has placed significant demands on our management resources and operational infrastructure. Any failure to manage growth effectively may lead to a disruption in our operations and a resulting decline in profitability.

        In recent years, we have experienced substantial growth, primarily through acquisitions, which have significantly expanded our operations. We have made 33 acquisitions between May 1, 1996, and April 30, 2004, and plan to continue to make acquisitions in the future. This growth and expansion have placed, and will continue to place, a significant demand on our management resources. To manage growth effectively, we must maintain a high level of quality, efficiency and performance and must continue to enhance our operational, financial, and management systems and to attract, to train, to motivate and to manage employees. We may not be able to effectively manage this expansion, and any failure to do so could lead to a disruption in our business, a loss of customers and revenue, and increased expenses. Any such decline in profitability could lessen the trading price of Geac common shares.

Potential divestitures may reduce revenues in the short term and create uncertainty among our employees, customers and potential customers, which could harm our business.

        We have in the past divested, and may in the future consider divesting certain portions of our business. Any divestitures would result in a short-term reduction in revenue and could harm our results of operations if we were not able to reduce expenses accordingly or to generate offsetting sources of revenue. To the extent that our consideration of these potential divestitures became known prior to their completion, we could face the risk, among others, that customers and potential customers of the business division in question might be reluctant to purchase our products and services during this period. In addition, we might face the risk that we may be unable to retain qualified personnel within that business division during this period. These risks could prevent us from successfully completing on favourable terms, or at all, divestitures that would otherwise be beneficial to us, and may in the process weaken business divisions subject to consideration for divestiture that are not, in fact, divested. Any of these events could result in a loss of customers, revenues, and employees and could harm our results of operations.

Our international operations expose us to additional risks, including currency-related risk.

        We are subject to risks of doing business internationally, including fluctuations in currency exchange rates, increases in duty rates, difficulties in obtaining export licenses, difficulties in the enforcement of intellectual property rights and political uncertainties. We derived more than 95 percent of our total revenue from sales outside Canada in each of FY 2004 and FY 2003. Our most significant international operations are in the United States, the United Kingdom, and France, which are the only countries in which our revenues constituted more than 10 percent of our total worldwide revenues during FY 2004 and FY 2003. Historically, our Canadian sales and expenses have been denominated in Canadian dollars, and our non-Canadian sales and expenses have been denominated in the currencies of 21 other jurisdictions. Effective May 1, 2003, we adopted the U.S. dollar as our reporting currency. To date, we have not used forward, exchange contracts to hedge exposures denominated in non-U.S. currencies, or any other derivative financial instrument for trading, hedging, or speculative purposes.

        Revenues and expenses generated in foreign currencies are translated at exchange rates during the month in which the transaction occurs. We cannot predict the effect of foreign exchange losses in the future; however, if significant foreign exchange losses are experienced, they could have a material adverse effect on our business, results of operations, and financial condition. In addition, fluctuations in exchange rates could affect the demand for our products. Additional risks we face in conducting business internationally include the following: longer payment cycles, difficulties in managing international operations, including constraints associated with local laws regarding employment,

17

problems in collecting accounts receivable, complex international tax compliance requirements, and the adverse effects of tariffs, duties, price controls or other restrictions that impair trade.

Seasonal trends in sales of our software products may result in periodic reductions in our cash flow and impairment of our operating results.

        Seasonality in our business could result in our revenues or cash flows in a given period being less than market estimates. Seasonality could also result in quarter-to-quarter decreases in our revenues or cash flows. Our revenues and operating results in our January quarter have tended to benefit from customer spending related to calendar year end budget cycles. The greatest number of our maintenance contract renewals occur on a calendar year basis. Accordingly, cash receipts from maintenance contract renewals are highest in the January quarter and lowest in the July and October quarters. These historical patterns may change over time, however, particularly as our operations become larger and the sources of our revenue change and become more diverse. Our European operations have expanded significantly in recent years and may experience variability in demand associated with seasonal buying patterns in these foreign markets. For example, our July and October quarters typically experience reduced sales and cash collections activity, in part, due to the European summer holiday season.

Impact of geopolitical and other world or local events may have a significant effect on our operations.

        Various events, including natural disasters, extreme weather conditions, labour disputes, civil unrest, war and political instability, terrorism, and contagious illness outbreaks, or the perceived threat of these events, may cause a disruption of our normal operations and may disrupt the domestic and international travel of our sales and other personnel. In addition to the general uncertainty that these events or the perceived threat of these events could have on the demand for our products and services, the ability of our personnel, including maintenance and sales personnel, to travel to visit customers or potential customers may be affected. The sales cycle for our products includes a period of education for potential customers on the use and benefits of our products and services, as well as the integration of our products and services with additional applications utilized by individual customers. Any disruption in the ability of our personnel to travel could have a material and adverse impact on our ability to complete this process and to service these customers, which could, in turn, have a material adverse effect on our business, results of operations and financial condition. In addition, these events or the perceived threat of these events may require us to reorganize our day-to-day operations to minimize the associated risks. Any expense related to the reorganization of our day-to-day operations, even on a short-term basis, could also have a material adverse effect on our business, results of operations and financial condition.

If we cannot attract and retain qualified sales personnel, customer service personnel, and software developers, we may not be able to sell and to support our existing products or to develop new products.

        We depend on key technical, sales, and senior management personnel. Many of these individuals would be difficult to replace if they were to leave our employment. In addition, our success is highly dependent on our continuing ability to identify, to hire, to train, to assimilate, to motivate, and to retain highly qualified personnel, including recently hired officers and other employees. Competition for qualified employees is particularly intense in the technology industry, and we have in the past experienced difficulty recruiting qualified employees. Our failure to attract and to retain the necessary qualified personnel could seriously harm our operating results and financial condition.

        Our future growth depends, in part, upon our ability to develop new products and to improve existing products. Our ability to develop new products and services and to enhance our existing products and services will depend, in part, on our ability to recruit and to retain top quality software programmers. If we are unable to hire and to retain sufficient numbers of qualified programming personnel, we may not be able to develop new products and services or to improve our existing products and services in the time frame necessary to execute our business plan.

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Our executive officers are critical to our business, and these officers may not remain with us in the future.

        Our future success largely depends on the continued efforts and abilities of our executive officers. Their skills, experience, and industry contacts significantly benefit us. Although we have employment and non-competition agreements with Charles Jones, our President and Chief Executive Officer; Donna deWinter, our Chief Financial Officer; James Travers, President, Geac Americas; and Timothy Wright, our Chief Technology Officer and our Chief Executive of Europe and Asia-Pacific; we cannot assure you that they, or our other executive officers will all choose to remain employed by us. If we lose the services of one or more of our executive officers, or if one or more of them decide to join a competitor or otherwise compete directly or indirectly with us, our business, operating results, and financial condition could be harmed. We do not maintain key-man life insurance on any of our employees.

The market for our software products is characterized by rapid technological advances, and we must continually improve our technology to remain competitive.

        Rapid technological change and frequent new product introductions and enhancements characterize the enterprise solutions software industry. Our current and potential customers increasingly require greater levels of functionality and more sophisticated product offerings. In addition, the life cycles of our products are difficult to estimate. Accordingly, we believe that our future success depends upon our ability to enhance current products and to develop and to introduce new products offering enhanced performance and functionality at competitive prices in a timely manner, and on our ability to enable our products to work in conjunction with other products from other suppliers that our customers may utilize. Our failure to develop and to introduce or to enhance products in a timely manner could have a material adverse effect on our business, results of operations, and financial condition. We may be unable to respond on a timely basis to the changing needs of our customer base, and the new applications we design for our customers may prove to be ineffective. Our ability to compete successfully will depend in large measure on our ability to be among the first to market with effective new products or services, to maintain a technically competent research and development staff, and to adapt to technological changes and advances in the industry, including providing for the continued compatibility of our software products with evolving computer hardware and software platforms and operating environments. We cannot assure you that we will be successful in these efforts. In addition, competitive or technological developments and new regulatory requirements may require us to make substantial, unanticipated investments in new products and technologies, and we may not have sufficient resources to make these investments. If we were required to expend substantial resources to respond to specific technological or product changes, our operating results would be adversely affected.

We may be unable to develop and to maintain collaborative development and marketing relationships, which could result in a decline in revenues or slower than anticipated growth rates.

        As a part of our business strategy, we have and intend to continue to form collaborative relationships with other leading companies to increase new license revenue. We believe that our success will depend, in part, on our ability to maintain these relationships and to cultivate additional corporate alliances with such companies. We cannot assure you that our historical collaborative relationships will be commercially successful, that we will be able to negotiate additional collaborative relationships, that such additional collaborative relationships will be available to us on acceptable terms, or that any such relationships, if established, will be commercially successful. In addition, we cannot assure you that parties with whom we have established, or will establish, collaborative relationships will not, either directly or in collaboration with others, pursue alternative technologies or develop alternative products in addition to, or instead of, our products, be acquired by our competitors resulting in the termination of our relationship or experience financial or other difficulties that lessen their value to us and to our customers. Our financial condition or results of operations may be adversely affected by our failure to establish and maintain collaborative relationships.

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We may become increasingly dependent on third party software incorporated in our products, and, if so, impaired relations with these third parties, errors in third-party software, or inability to enhance the software over time could harm our business.

        We incorporate third party software into our products. Currently, the third-party software we use includes several products from IBM, including Websphere Application Server, Websphere Commerce Suite, HACP, and MQSeries. Other third-party software incorporated by us in our products includes Impromptu, FRx Professional Edition and Enterprise Edition, NetManage Rumba, Applix iSales, Jacada, Brio Brio.Report, Rogue Wave Software Tools.h++, FileNET Panagon, Captaris RightFax, Microsoft Clearlead, Microsoft.net, Lombardi TeamWorks, IBI WebFOCUS, John Galt Forecasting, Pervasive Pervasive.SQL, Inxight Hyperbolic Tree, Summit BasciScript, application server software licensed from BEA Systems, off-line database software from Pointbase, off-line client server software from Pumatech, synchronization software from Aether Systems, reporting software from Business Objects, and Java Web Start from Sun Microsystems. We may incorporate additional third party software into our products as we expand our product lines. The operation of our products would be impaired if errors occur in the third-party software that we license. It may be more difficult for us to correct any errors in third-party software because the software is not within our control. Accordingly, our business would be adversely affected in the event of any errors in this software. Furthermore, it may be difficult for us to replace any third-party software if a vendor seeks to terminate our license to the software.

We may be unable to protect our proprietary technology and that of other companies we may acquire, which could harm our competitive position.

        We have relied, and expect to continue to rely, on a combination of copyright, trademark and trade secret laws, confidentiality procedures, and contractual provisions to establish, to maintain, and to protect our proprietary rights. Despite our efforts to protect our proprietary rights in our intellectual property and that of other companies we may acquire, unauthorized parties may attempt to copy aspects of our products or to obtain information we regard as proprietary. Policing unauthorized use of our technology, if required, may be difficult, time consuming, and costly. Our means of protecting our technology may be inadequate.

        Third parties may apply for patent protection for processes that are the same as or similar to our processes or for products that use the same or similar processes as our products. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or services or to obtain and to use information that we regard as proprietary. Third parties may also independently develop similar or superior technology without violating our proprietary rights. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as do the laws of Canada and the United States.

        We believe that trademark protection is an important factor in establishing product recognition. Our inability to protect our trademarks from infringement could result in injury to any goodwill, which may be developed in our trademarks. Moreover, we may be unable to use one or more of our trademarks because of successful third-party claims.

        Claims of infringement are becoming increasingly common as the software industry develops and legal protections, including patents, are applied to software products. Although we believe that our products and technology do not infringe proprietary rights of others, litigation may be necessary to protect our proprietary technology, and third parties may assert infringement claims against us with respect to their proprietary rights. Any claims or litigation can be time consuming and expensive regardless of their merit. Infringement claims against us could cause product release delays, require us to redesign our products or to enter into royalty or license agreements that may not be available on terms acceptable to us, or at all.

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Product development delays could harm our competitive position and reduce our revenues.

        If we experience significant delays in releasing new or enhanced products, our position in the market could be harmed and our revenue could be substantially reduced, which would adversely affect our operating results. We have experienced product development delays in the past and may experience delays in the future. In particular, we may experience product development delays associated with the integration of recently acquired products and technologies. Delays may occur for many reasons, including an inability to hire a sufficient number of developers, discovery of bugs and errors, or the inability of our current or future products to conform to customer and industry requirements.

Our software products may contain errors or defects that could result in lost revenue, delayed or limited market acceptance, or product liability claims with substantial litigation costs.

        As a result of their complexity, software products may contain undetected errors or failures when entering the market. Despite testing performed by us and testing and use by current and potential customers, defects and errors may be found in new products after commencement of commercial shipments or the offering of a network service using these products. In these circumstances, we may be unable to successfully correct the errors in a timely manner or at all. The occurrence of errors and failures in our products could result in negative publicity and a loss of, or delay in, market acceptance of those products, which could reduce revenue from new licenses and lead to increased customer attrition. Alleviating these errors and failures could require significant expenditure of capital and other resources by us. The consequences of these errors and failures could have a material adverse effect on our business, results of operations, and financial condition.

        Because many of our customers use our products for business-critical applications, any errors, defects, or other performance problems could result in financial or other damage to our customers. Our customers or other third parties could seek to recover damages from us in the event of actual or alleged failures of our products or the provision of services. We have in the past been, and may in the future continue to be, subject to these kinds of claims. Although our license agreements with customers typically contain provisions designed to limit our exposure to potential claims, as well as any liabilities arising from these claims, the provisions may not effectively protect against these claims and the liability and associated costs. Accordingly, any such claim could have a material adverse effect upon our business, results of operations, and financial condition. In addition, defending this kind of claim, regardless of its merits, or otherwise satisfying affected customers, could entail substantial expense and require the devotion of significant time and attention by key management personnel.

The hosting services of our AppCare service, Extensity products, and Interealty subsidiary are dependent on the uninterrupted operation of our data centers. Any unexpected interruption in the operation of our data centers could result in customer dissatisfaction and a loss of revenues.

        The hosting services offered by our AppCare remote application management service, Extensity products, Anael, Local Government and Interealty subsidiary depend upon the uninterrupted operation of our data centers and our ability to protect computer equipment and information stored in our data centers against damage that may be caused by natural disaster, fire, power loss, telecommunications or internet failure, unauthorized intrusion, computer viruses and other similar damaging events. If any of our data centers were to become inoperable for an extended period we might be unable to provide our customers with contracted services. Although we take what we believe to be reasonable precautions against such occurrences, we can give no assurance that damaging events such as these will not result in a prolonged interruption of our services, which could result in customer dissatisfaction, loss of revenue and damage to our business.

        In addition, if customers determine that our hosted product is not scalable, does not provide adequate security for the dissemination of information over the Internet, or is otherwise inadequate for Internet-based use, or, if for any other reason, customers fail to accept our hosted products for use on

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the Internet or on a subscription basis, our business will be harmed. As a provider of hosted services, we expect to receive confidential information, including credit card, travel booking, employee, purchasing, supplier, and other financial and accounting data, through the Internet. There can be no assurance that this information will not be subject to computer break-ins, theft, and other improper activity that could jeopardize the security of information for which we are responsible. Any such lapse in security could expose us to litigation, loss of customers, or otherwise harm our business. In addition, any person who is able to circumvent our security measures could misappropriate proprietary or confidential customer information or cause interruptions in our operations. We may be required to incur significant costs to protect against security breaches or to alleviate problems caused by breaches. Further, a well-publicized compromise of security could deter people from using the Internet to conduct transactions that involve transmitting confidential information. Our failure to prevent security breaches, or well-publicized security breaches affecting the Internet in general could significantly harm our business, operating results and financial condition.

        As Internet commerce evolves, we expect that federal, provincial, state or foreign agencies will adopt regulations covering issues, such as user privacy, pricing, taxation of goods and services provided over the Internet, and content and quality of products and services. It is possible that legislation could expose companies involved in electronic commerce to liability, which could limit the growth of electronic commerce generally. Legislation could dampen the growth in Internet usage and decrease its acceptance as a communications and commercial medium. If enacted, these laws, rules or regulations could limit the market for our products and services.

Our shareholder protection rights plan may discourage take-over attempts.

        We have adopted a shareholder protection rights plan, pursuant to which one right for each Geac common share has been issued. The rights represent the right to purchase, subject to the terms and conditions of the rights plan, Geac common shares that would have the effect of diluting the interests of potential acquirers. The rights plan may have an anti-take-over effect and discourage take-over attempts not first approved by our board of directors or made in accordance with the terms of the plan.

Our subsidiary, Extensity, is the target of a securities class action complaint, which may result in substantial costs and divert management attention and resources.

        Extensity, a subsidiary that we acquired in March 2003, is subject to a class action suit, which alleges that Extensity, certain of its former officers and directors, and the underwriters of its initial public offering in January 2000 violated U.S. securities laws by not adequately disclosing the compensation paid to such underwriters. The class action suit has been consolidated with a number of similar class action suits brought against other issuers and underwriters involved in initial public offerings. The plaintiffs seek an unspecified amount of damages. The plaintiffs and issuer parties have entered into a memorandum of understanding to settle all claims, which would be funded by the issuers' insurers. The settlement is subject to a number ies and the of conditions, Court. This action may divert the efforts and attention of our management and, if determined adversely, could have a material impact on our business, financial position, results of operations and cash flows.

We may be required to delay the recognition of revenue until future periods, which could adversely impact our operating results.

        We may have to defer revenue recognition due to several factors, including whether:

•

we are required to accept extended payment terms;



•

the transaction involves contingent payment terms or fees;



•

the transaction involves acceptance criteria or there are identified product-related issues; or

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•

license agreements include products that are under development or other undelivered elements.

        Because of the factors listed above and other specific requirements for software revenue recognition, we must have very precise terms in our license agreements to recognize revenue when we initially deliver our products or perform services. Negotiation of mutually acceptable terms and conditions can extend the sales cycle, and sometimes we do not obtain terms and conditions that permit revenue recognition at the time of delivery or even as work on the project is completed.

We may have exposure to additional tax liabilities.

        As a multinational corporation, we are subject to income taxes as well as non-income based taxes, in Canada, the United States and various foreign jurisdictions and our tax structure is subject to review by numerous taxation authorities. Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. In the ordinary course of a global business, there are many intercompany transactions and calculations where the ultimate tax determination is uncertain. Although we believe that our tax estimates are reasonable, we cannot assure you that the final determination of any tax audits and litigation will not be different from what is reflected in our historical income tax provisions and accruals, and any such differences may materially affect our operating results for the affected period or periods.

        We also have exposure to additional non-income tax liabilities. We are subject to non-income taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes, in Canada, the United States and various foreign jurisdictions. We are regularly under audit by tax authorities with respect to these non-income taxes.

Terrorist attacks or hostilities could harm our business.

        Actual or threatened terrorist attacks or military actions, and events occurring in response to those developments, may reduce the amount, or delay the timing, of capital expenditures by corporations for information technology. Accordingly, we cannot be assured that we will be able to increase or maintain our revenue. In addition, any increase in terrorist activity or escalation of military action may disrupt our operations or the operations of our customers, which could adversely affect our business, financial condition or operating results.

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Legislative actions, higher insurance costs and potential new accounting pronouncements may affect our future financial position and results of operations.

        To comply with the Sarbanes-Oxley Act of 2002, as well as recent changes to stock exchange standards, we may be required to hire additional personnel, make additional investment in our infrastructure and utilize additional outside legal, accounting and advisory services, all of which will cause our general and administrative costs to increase. Insurers may increase premiums as a result of high claims rates experienced by them over the past year, and so our future premiums for our various insurance policies, including our directors' and officers' insurance policies, could be subject to increase. Proposed changes in the accounting rules could materially increase the expenses that we report under generally accepted accounting principles and adversely affect our operating results.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

General

        The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Our estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Our ongoing evaluation of these estimates forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of revenues and expenses, in cases where they are not readily ascertainable from other sources. Actual amounts may differ from these estimates under different assumptions or conditions.

        Our significant accounting policies are fully described in Note 2 to our consolidated financial statements. However, certain accounting policies are particularly important to the reporting of our financial position and results of operations, and require the application of significant judgment by our management. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements. Management believes the following critical accounting policies reflect the more significant estimates and assumptions used in the preparation of our consolidated financial statements.

        Revenue Recognition.    Revenue consists primarily of software licenses fees, maintenance fees, and professional service fees. Support and service revenue is comprised of professional services revenue from consulting, implementation and training services related to our products; and maintenance and technical support subscriptions, which also includes software upgrades and enhancements. We recognize revenue in accordance with the current rules that have been prescribed for the software industry under Canadian generally accepted accounting principles. Revenue recognition requirements are very complex and are affected by interpretations of the rules and industry practices, both of which are subject to change. We follow specific and detailed guidelines in measuring revenue; however, certain judgments and current interpretations of rules and guidelines affect the application of our revenue recognition policy.

        Software license revenue is comprised of license fees charged for the use of our products licensed under single or multiple year arrangements in which the fair value of the license fee is separately determinable from maintenance and/or professional services. For license arrangements that do not require significant modifications or customization of the software, we recognize software license revenue when persuasive evidence of an arrangement exists, the product has been delivered, the fee is fixed or determinable, and collection of the resulting receivable is probable.

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        One of the critical judgments we make is our assessment of the probability of collecting the related accounts receivable balance on a customer-by-customer basis. As a result, the timing or amount of revenue recognition may have been different if different assessments of the probability of collection had been made at the time that the transactions were recorded in revenue. In cases where collectibility is not deemed probable, revenue is recognized upon receipt of cash, assuming all other criteria have been met.

        When a license agreement includes one or more elements to be delivered at a future date and vendor specific objective evidence ("VSOE") of the fair value of all undelivered elements exists, we use the residual method to recognize revenue. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is recognized as revenue. If evidence of the fair value of one or more undelivered elements does not exist, all revenue is deferred and recognized when delivery of those elements occurs or when fair value can be established. VSOE for all elements of an arrangement is based upon the normal pricing and discounting practices for those elements when sold separately, and for maintenance services, is additionally measured by the renewal rate. We are required to exercise judgment in determining whether VSOE exists for each undelivered element and to determine whether and when each element has been delivered. If we were to change any of these assumptions or judgments, it could cause a material increase or decrease in the amount of revenue that we recognize in a particular period.

        Maintenance revenue consists of fees charged for customer support on our software products post-delivery, which are determinable based upon VSOE of the fair value. Maintenance fee arrangements include ongoing customer support and rights to product updates "if and when available." Customer payments for maintenance are generally received in advance and are non-refundable. Maintenance revenue is deferred and recognized on a straight-line basis as support and services revenue over the life of the related agreement, which is typically one year.

        Professional service revenue consists of fees charged for product training and consulting services, which are determinable based upon VSOE of the fair value. When license arrangements include professional services, the license fees are recognized upon delivery, provided that (1) the criteria described above for delivery have been met, (2) payment of the license fees is not dependent upon the performance or acceptance of the services, (3) the services are not essential to the functionality of the software, and (4) VSOE exists on the undelivered services. When professional services are not considered essential, which has been the case in the majority of our license arrangements, we recognize time and materials service contracts as the services are performed. Fixed price professional services contracts are recognized on a proportional performance basis as determined by the relationship of contract costs incurred to date and the estimated total contract costs, which are regularly reviewed during the life of the contract, subject to the achievement of the agreed upon milestones. In the event that a milestone has not been achieved, the associated cost is deferred and revenue is not recognized until the customer has accepted the milestone.

        Revenue from fixed price professional service contracts is recognized on a proportional performance basis which requires us to make estimates and is subject to risks and uncertainties inherent in projecting future events. A number of internal and external factors can affect our estimates, including the nature of the services being performed, the complexity of the customer'slogy environment and the utilization and efficiency of our professional services employees. Recognized revenues and profit are subject to revisions as the contract progresses to completion. Revisions in profit estimates are charged to income in the period in which the facts that give rise to the revision become known. If we do not have a sufficient basis to estimate the progress towards completion, revenue is recognized when the project is complete or when we receive final acceptance from the customer.

        For arrangements that do not meet the criteria described above, both the license revenues and professional services revenues are recognized using the percentage-of-completion method where

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reasonably dependable estimates of progress toward completion of a contract can be made. We estimate the percentage-of-completion on contracts utilizing costs incurred to date as a percentage of the total costs at project completion, subject to meeting agreed milestones. In the event that a milestone has not been reached, the associated cost is deferred and revenue is not recognized until the milestone has been accepted by the customer. Recognized revenues and profit are subject to revisions as the contract progresses to completion. Revisions in profit estimates are charged to earnings in the period in which the facts that give rise to the revision become known. To date, we have had no contracts accounted for using the percentage of completion method.

        Valuation of Identifiable Goodwill and Other Intangible Assets.    We account for our business acquisitions under the purchase method of accounting. The total cost of an acquisition is allocated to the underlying net assets based on their respective estimated fair values. As part of this allocation process, we must identify and attribute values and estimated lives to the intangible assets acquired. While we may employ experts to assist us with these matters, such determinations involve considerable judgment, and often involve the use of significant estimates and assumptions, including those with respect to future cash inflows and outflows, discount rates, and asset lives. These determinations will affect the amount of amortization expense recognized in future periods.

        Goodwill is initially recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. Goodwill is not amortized but rather it is periodically assessed for impairment. We perform an annual review in the fourth quarter of each fiscal year, or more frequently if indicators of potential impairment exist, to determine if the recorded goodwill is impaired.

        We test goodwill for impairment annually or more frequently if circumstances indicate that impairment may exist. Goodwill is tested for impairment at the "reporting unit level" ("reporting unit") in accordance with Canadian Institute of Chartered Accountants ("CICA") Handbook Section 3062, "Goodwill and Other Intangible Assets." A "reporting unit" is a group or business for which discrete financial information is available and that have similar economic characteristics. Our impairment review process compares the fair value of the reporting unit to its carrying value, including the goodwill related to the reporting unit. To determine the fair value, our review process uses the cash flow method and is based on a discounted future cash flow approach that uses estimates including the following for the reporting units: revenue, based on expected growth rates; estimated costs; and appropriate discount rates based on our weighted-average cost of capital. Significant management judgment is required in the forecasting of future operating results, which are used in the preparation of the projected discounted cash flows and should different conditions prevail, material write-downs of goodwill could occur.

        We also review the carrying value of amortizable intangible assets for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. Any change in estimate which causes the undiscounted expected future cash flows to be less than the carrying value, would result in an impairment loss being recognized equal to the amount by which the carrying value of the asset exceeds the fair value of the asset.

        Accounting for Income Taxes.    Significant management judgment is required in determining our provision for income taxes, our income tax assets and liabilities, and any valuation allowance recorded against our net income tax assets. We operate in multiple geographic jurisdictions, and to the extent we have profits in each jurisdiction, these profits are taxed pursuant to the tax laws of their jurisdiction. Our effective tax rate may be affected by the changes in, or interpretations of, tax laws in any given jurisdiction, the level of profitability, utilization of net operating losses and tax credit carry forwards, changes in geographical mix of income and expense, and changes in management's assessment of matters, such as the ability to realize ust estimate future tax assets our income taxes in each of the

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jurisdictions in which we operate on a quarterly basis. This process involves estimating our actual current tax exposure, together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in future tax assets and liabilities, which are included in our consolidated balance sheet.

        We record a valuation allowance to reduce our future tax assets recorded on our balance sheet to the amount of future tax benefit that is more likely than not to be realized. The valuation allowance is based on our estimates of taxable income by jurisdiction in which we operate and the period over which our income tax assets will be recoverable. While we have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, there is no assurance that the valuation allowance will not need to be increased to cover additional future tax assets that may not be realizable. Although we believe that our estimates are reasonable, no assurance can be given that the final tax outcome of these matters will not be different than that which is reflected in our historical income tax provisions and accruals. Any increase in the valuation allowance could have a material adverse impact on our income tax provision and net income reflected in our consolidated statement of operations in the period in which such determination is made.

        Restructuring.    We have accrued restructuring charges for lease commitments for the various facilities that we have vacated or plan to vacate, net of estimated projected sublease income. The assumptions we have made are based on the current market conditions in the various areas we have vacant space, and necessarily entail a high level of management judgment. These market conditions will often fluctuate greatly due to such factors as changes in property occupancy rates, rental prices charged for comparable properties and general economic conditions. These changes could materially affect our accrual. If, in future periods, it is determined that we have over accrued restructuring charges for the consolidation of facilities, the reversal of such over-accrual would have a favorable impact on our financial statements in the period during which this was determined and would be recorded as a credit to restructuring costs. Conversely, if it is determined that our accrual is insufficient, an additional charge would have an unfavorable impact on our financial statements in the period this was determined.

        Accounts Receivable.    We evaluate the collectibility of our trade receivables based on a combination of factors. We regularly analyze our significant customer accounts, and, when we become aware of a specific customer's inability to meet its financial obligations to us, such as in the case of bankruptcy filings or deterioration in the customer's operating results or financial position, we record specific bad debt reserves to reduce the related receivable to the amount we reasonably believe is collectible. We also record reserves for bad debt on a small portion of all other customer balances based on a variety of factors, including the length of time that the receivables are past due, the financial health of the customer, macroeconomic considerations and historical experience. If circumstances related to specific customers change, our estimates of the recoverability of receivables could be further adjusted. As of April 30, 2004 our allowance for doubtful accounts was $11.5 million.

        Contingencies.    We are currently involved in various claims and legal proceedings. Quarterly, we review the status of each significant matter and assess our potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of the uncertainties related to these matters, accruals are based only on the best information available at the time. As additional information becomes available, we reassess the potential liability related to our pending claims and litigation and, if necessary, revise our estimates. Such revisions in the estimates of the potential liabilities could have a material impact on our results of operations and financial position.

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SELECTED ANNUAL INFORMATION

        The following information is provided to give a context to the broader comments elsewhere in this report.

Three year financial highlights

(in thousands of U.S. dollars, except share and per share data)

	Years Ended April 30,
	2004			2003 (1)			2002 (2)
Consolidated Statement of Earnings Data:
Total revenues	$	445,272		$	408,477		$	457,286
Total cost of revenues		(175,096	)		(169,042	)		(208,393	)
Gross profit		270,176			239,435			248,893
Operating expenses		(197,938	)		(185,252	)		(192,762	)
Earnings from operations		72,238			54,183			56,131
Other expense, net		(1,398	)		(969	)		(429	)
Earnings from operations before income taxes		70,840			53,214			55,702
Income taxes		(13,674	)		(21,343	)		(21,929	)
Net earnings	$	57,166		$	31,871		$	33,773
Basic net earnings per common share	$	0.68		$	0.40		$	0.46
Diluted net earnings per common share	$	0.66		$	0.39		$	0.45
Weighted average number of common shares used in computing basic net earnings per share ('000s)		84,645			80,152			73,130
Weighted average number of common shares used in computing diluted net earnings per share ('000s)		86,233			81,695			75,784
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	112,550		$	89,819		$	73,638
Current assets		195,192			179,128			156,165
Total assets		406,903			332,756			305,096
Current liabilities		232,520			233,268			257,809
Total liabilities		270,832			256,586			270,970
Shareholders' equity		136,071			76,170			34,126
Consolidated Statement of Cash Flows Data:
Cash provided by operating activities	$	66,618		$	29,044		$	52,871
Cash used in investing activities		(41,817	)		(23,828	)		(3,967	)
Cash (used in)/provided by financing activities		(2,796	)		6,589			3,330

(1)

Certain figures were restated to conform to the fiscal year 2004 presentation.

(2)

For fiscal year 2002, the selected financial highlights from the statement of earnings have been translated into U.S. dollars at the weighted average quarterly rates. The selected financial highlights from the consolidated balance sheet have been translated into U.S. dollars at the April 30, 2002 closing rate. The selected financial highlights from the statement of cash flows have been translated into U.S. dollars at the average rate for fiscal year 2002.

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EX-3

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Exhibit 3

Auditors' Report
To the Shareholders of Geac Computer Corporation Limited

        We have audited the consolidated balance sheets of Geac Computer Corporation Limited as at April 30, 2004 and 2003 and the consolidated statements of earnings, shareholders' equity and cash flows for each of the years in the two-year period ended April 30, 2004. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

        In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at April 30, 2004 and 2003 and the results of its operations and its cash flows for each of the years in the two-year period ended April 30, 2004 in accordance with Canadian generally accepted accounting principles.

PricewaterhouseCoopers LLP

Chartered Accountants

Toronto, Ontario

June 28, 2004

1

Geac Computer Corporation Limited

Consolidated Balance Sheets

(in thousands of U.S. dollars)

		April 30,
		2004			2003
Assets
Current assets:
Cash and cash equivalents		$	112,550		$	89,819
Restricted cash			95			—
Accounts receivable and other receivables (note 3)			49,300			54,339
Unbilled receivables			6,537			6,901
Future income taxes (note 18)			15,247			16,238
Inventory (note 4)			624			787
Prepaid expenses			10,839			11,044
	Total current assets		195,192			179,128
Restricted cash			1,781			2,395
Future income taxes (note 18)			21,741			23,008
Property, plant and equipment (note 5)			23,843			26,431
Intangible assets (note 6)			32,628			11,172
Goodwill (note 7)			128,366			89,386
Other assets			3,352			1,236
	Total assets	$	406,903		$	332,756
Liabilities & Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities (note 9)		$	79,664		$	81,484
Income taxes payable			34,538			31,114
Current portion of long-term debt (note 11)			391			733
Deferred revenue (note 2)			117,927			119,937
	Total current liabilities		232,520			233,268
Deferred revenue (note 2)			2,256			2,690
Pension liability (note 13)			23,994			1,059
Asset retirement obligation (note 2)			1,648			1,517
Accrued restructuring (note 17)			5,864			12,436
Long-term debt (note 11)			4,550			5,616
	Total liabilities		270,832			256,586
Shareholders' Equity
Preference shares; no par value; unlimited shares authorized; none issued or outstanding			—			—
Common shares; no par value; unlimited shares authorized; issued and outstanding as at April 30, 2004—85,174,785 (2003—84,136,490)			124,019			120,976
Common stock options			44			163
Contributed surplus			2,368			—
Retained earnings/(deficit)			34,517			(22,649	)
Cumulative foreign exchange translation adjustment			(24,877	)		(22,320	)
	Total shareholders' equity		136,071			76,170
		$	406,903		$	332,756

Commitments and contingencies (notes 11, 14 and 20)

The accompanying notes are an integral part of these consolidated financial statements.

Approved by the Board of Directors

/s/ C. KENT JESPERSEN
C. Kent Jespersen
Chairman /s/ ROBERT L. SILLCOX
Robert L. Sillcox
Chair of the Audit Committee

2

Geac Computer Corporation Limited

Consolidated Statements of Earnings

(in thousands of U.S. dollars, except share and per share data)

			Year ended April 30,
			2004			2003
Revenues:
	Software		$	65,190		$	49,380
	Support and services			355,019			328,472
	Hardware			25,063			30,625
		Total revenues		445,272			408,477
Cost of revenues:
	Costs of software			7,663			6,535
	Costs of support and services			146,316			136,621
	Costs of hardware			21,117			25,886
		Total cost of revenues		175,096			169,042
Gross profit				270,176			239,435
Operating expenses:
	Sales and marketing			74,051			58,730
	Product development			58,805			51,905
	General and administrative			62,774			58,420
	Net restructuring and other unusual items (note 17)			(5,281	)		3,603
	Goodwill impairment (note 7)			—			11,509
	Amortization of intangible assets			7,589			1,085
		Total costs and expenses		197,938			185,252
Earnings from operations				72,238			54,183
Interest income				1,265			1,327
Interest expense				(1,289	)		(482	)
Other expense, net				(1,374	)		(1,814	)
Earnings from operations before income taxes				70,840			53,214
Income taxes (note 18)				13,674			21,343
Net earnings			$	57,166		$	31,871
Basic net earnings per common share			$	0.68		$	0.40
Diluted net earnings per common share			$	0.66		$	0.39
Weighted average number of common shares used in computing basic net earnings per share ('000s) (note 16)				84,645			80,152
Weighted average number of common shares used in computing diluted net earnings per share ('000s) (note 16)				86,233			81,695

The accompanying notes are an integral part of these consolidated financial statements.

3

Geac Computer Corporation Limited

Consolidated Statement of Shareholders' Equity

For the years ended April 30, 2004 and 2003

(in thousands of U.S. dollars, except share data)

	Share capital															Cumulative Foreign Exchange Translation Adjustment
	Common Shares ('000s)	Amount		Common Stock Options			Purchase Warrants			Contributed Surplus			Retained Earnings/ (deficit)						Total Shareholders' Equity
Balance—April 30, 2002 as reported	78,145	$	110,987	$	—		$	1,139		$	—		$	(53,944	)	$	(24,055	)	$	34,127
Adoption of new accounting pronouncements (note 2)	—		—		—			—			—			(576	)		—			(576	)
Balance—April 30, 2002 as restated	78,145		110,987		—			1,139			—			(54,520	)		(24,055	)		33,551
Issuance of common stock for cash (note 15)	58		129		—			—			—			—			—			129
Exercise of purchase warrants (note 15)	5,000		9,860		—			(1,139	)		—			—			—			8,721
Issuance of common stock in exchange for shares of acquired company (note 15)	933		—		—			—			—			—			—			—
Stock option value resulting from acquisition (note 15)	—		—		163			—			—			—			—			163
Net earnings	—		—		—			—			—			31,871			—			31,871
Foreign exchange translation adjustment	—		—		—			—			—			—			1,735			1,735
Balance—April 30, 2003	84,136		120,976		163			—			—			(22,649	)		(22,320	)		76,170
Issuance of common stock for cash (note 15)	1,039		2,907		—			—			—			—			—			2,907
Exercise of stock options granted in connection with acquisition of Extensity	—		119		(119	)		—			—			—			—			—
Stock-based compensation (note 2)	—		—		—			—			2,385			—			—			2,385
Employee stock purchase plan (note 2)	—		17		—			—			(17	)		—			—			—
Net earnings	—		—		—			—			—			57,166			—			57,166
Foreign exchange translation adjustment	—		—		—			—			—			—			(2,557	)		(2,557	)
Balance—April 30, 2004	85,175	$	124,019	$	44		$	—		$	2,368		$	34,517		$	(24,877	)	$	136,071

The accompanying notes are an integral part of these consolidated financial statements.

4

Geac Computer Corporation Limited

Consolidated Statements of Cash Flows

For the years ended April 30, 2004 and 2003

(amounts in thousands of U.S. dollars)

			Year ended April 30,
			2004			2003
Cash Flows from Operating activities
Net earnings for the year			$	57,166		$	31,871
Adjustments to reconcile net earnings to net cash provided by operating activities:
	Amortization of intangible assets			7,589			1,085
	Depreciation of property, plant and equipment			7,243			10,436
	Amortization of deferred financing costs (note 10)			607			—
	Goodwill impairment (note 7)			—			11,509
	Stock-based compensation (note 2)			2,385			—
	Future income tax expense (note 18)			6,044			16,433
	Reversal of accrued liabilities and other provisions			(6,015	)		(5,253	)
	Gain on sale of assets (note 21)			(243	)		—
	Other			(46	)		(464	)
	Changes in operating assets and liabilities:
		Accounts receivable and other and unbilled receivables		18,809			2,755
		Inventory		262			806
		Prepaid expenses		2,089			414
		Accounts payable and accrued liabilities		(15,486	)		(31,774	)
		Income taxes payable		1,347			2,320
		Deferred revenue		(12,983	)		(11,708	)
		Other		(2,150	)		614
Net cash provided by operating activities				66,618			29,044
Cash Flows from Investing activities
Acquisitions less cash acquired (note 8)				(39,147	)		(22,686	)
Proceeds from sale of assets less cash divested (note 21)				339			—
Net additions to property, plant and equipment				(3,661	)		(2,077	)
Change in restricted cash				652			935
Net cash used in investing activities				(41,817	)		(23,828	)
Cash Flows from Financing activities
Deferred financing costs				(2,828	)		—
Issue of common shares and special warrants				2,907			8,850
Repayment of long-term debt				(2,875	)		(2,261	)
Net cash (used in)/provided by financing activities				(2,796	)		6,589
Effect of exchange rate changes on cash and cash equivalents				726			4,376
Cash and cash equivalents
Net increase in cash and cash equivalents				22,731			16,181
Cash and cash equivalents—Beginning of year				89,819			73,638
Cash and cash equivalents—End of year			$	112,550		$	89,819
Supplemental disclosures of cash flow information:
	Interest paid (note 11)		$	563		$	457
	Income taxes paid, net of recoveries (note 18)		$	5,091		$	5,626

The accompanying notes are an integral part of these consolidated financial statements.

5

Geac Computer Corporation Limited

Notes to the Consolidated Financial Statements

April 30, 2004 and 2003

(in thousands of U.S. dollars, except share and per share data unless otherwise noted)

1    NATURE OF OPERATIONS

        Geac Computer Corporation Limited ("Geac" or "the Company") is a global enterprise software company for business performance management, providing customers worldwide with the core financial and operational solutions and services to improve their business performance in real time. Geac's solutions include cross-industry enterprise application systems (EAS) for financial administration and human resources functions, expense management and time capture, budgeting, financial consolidation, management reporting and analysis and enterprise resource planning applications for manufacturing, distribution, and supply chain management. These cross-industry applications are marketed globally and span a number of product lines. Geac also provides industry specific applications (ISA) tailored to the real estate, restaurant, property management, local government, and construction marketplaces, and for libraries, and public safety agencies. Geac is also a reseller of computer hardware and software, and provides a broad range of professional services, including application hosting, consulting, implementation services, and training. Geac's most sinificant international operations are in the United States, the United Kingdom and France.

2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        These consolidated financial statements comprise the financial statements of Geac Computer Corporation Limited and its subsidiary companies, which are fully owned by Geac. All intercompany balances and transactions have been eliminated.

        The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles. These principles are also in conformity, in all material respects, with United States generally accepted accounting principles, except as described in note 23 to the consolidated financial statements.

Reporting currency

        The financial statements of the Company have historically been reported in Canadian dollars. Effective May 1, 2003 the Company adopted the U.S. dollar as its reporting currency since U.S. dollar denominated operations represent an increasingly significant portion of the Company's operations. Comparative financial information has been recast as if the U.S. dollar reporting currency had always been used, and financial statements have been reported in U.S. dollars for all periods presented.

Comparative figures

        Certain of the prior year's figures have been reclassified to conform to the current year's presentation.

Changes in accounting policies

        Effective May 1, 2003 the Company changed its policy with respect to the classification of reimbursements received for out-of-pocket expenses to classify these amounts as revenue. In previous years these reimbursements had been characterized as a reduction of expenses incurred. The change

6

has been applied retroactively and comparative figures were restated. In addition, effective May 1, 2003, the Company has reclassified certain "bug-fixing" expenses that had been characterized as support costs in certain product lines as product development expenses across all product lines. The consolidated statement of earnings for the year ended April 30, 2003 has been restated to conform to the current year's presentation. The net effect of the change in policy and reclassification on results for the year ended April 30, 2003 was to increase support and services revenue by $3,130, to reduce support and services costs by $4,448, and to increase product development expenses by $7,578. There was no impact on net earnings for the year ended April 30, 2003.

        See also section entitled "Adoption of new accounting pronouncements."

Use of estimates

        The preparation of consolidated financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including future income tax assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Foreign currency translation

        Assets and liabilities of the Company's operations having a functional currency other than the U.S. dollar are translated into U.S. dollars at year-end exchange rates. Income and expense items are translated at average rates of exchange prevailing during the year. Translation adjustments are recorded in the cumulative foreign exchange translation adjustment in shareholders' equity.

        Other operations and transactions denominated in a non-U.S. dollar currency are translated into U.S. dollars using the temporal method. Non-monetary assets and liabilities are translated at approximate exchange rates prevailing when the Company acquired the assets or incurred the liabilities. All other assets and liabilities are translated at year-end exchange rates. Cost of revenues, amortization of intangible assets and depreciation of property, plant and equipment are translated at historical exchange rates. All other income and expense items are translated at the average rates of exchange prevailing during the year. Gains and losses that result from translation are included in net earnings.

Revenue recognition

        Revenue consists primarily of fees for software licenses of the Company's software products, maintenance fees, and professional service fees.

        When a license agreement includes one or more elements to be delivered at a future date and vendor specific objective evidence ("VSOE") of the fair value of all undelivered elements exists, the Company uses the residual method to recognize revenue. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is recognized as revenue. If evidence of the fair value of one or more undelivered elements does not exist, all revenue is

7

deferred and recognized when delivery of those elements occurs or when fair value can be established. VSOE for all elements of an arrangement is based upon the normal pricing and discounting practices for those elements when sold separately, and for maintenance services, is additionally measured by the renewal rate.

        Software license revenue is comprised of license fees charged for the use of the Company's products licensed under single or multiple year arrangements in which the fair value of the license fee is separately determinable from maintenance and/or professional services. For license arrangements that do not require significant modifications or customization of the software, the Company recognizes software license revenue when persuasive evidence of an arrangement exists, the product has been delivered, the fee is fixed or determinable, and collection of the resulting receivable is probable. Software is considered to have been delivered when the Company has provided the customer with the access codes that allow for immediate possession of the software or when, based on the shipping terms, delivery of the software products to the customer has occurred. Contract terms do not provide customers, including resellers, with product rotation rights or rights of return. The Company's assessment of a customer's creditworthiness is a factor in the determination of whether or not collection is probable. The determination of creditworthiness requires the exercise of judgment, which affects the Company's revenue recognition. If a customer is deemed not to be creditworthy, all revenue under arrangements with that customer is recognized upon receipt of cash.

        Maintenance revenue is comprised of fees charged for post-contract customer support. Maintenance fee arrangements include ongoing customer support and rights to product updates "if and when available." Customer payments for maintenance are generally received in advance and are non-refundable. Maintenance revenue is deferred and recognized on a straight-line basis as support and services revenue over the life of the related agreement, which is typically one year.

        Revenues for professional services, including implementation services, are generally recognized as the services are performed. When license arrangements include professional services, the license fees are recognized upon delivery, provided that (1) the criteria described above for delivery have been met, (2) payment of the license fees is not dependent upon the performance of the services, (3) the services are not essential to the functionality of the software, and (4) VSOE exists on the undelivered services. When professional services are not considered essential, which has been the case in the majority of the Company's license arrangements, the Company recognizes time and materials service contracts as the services are performed. Fixed price professional services contracts are recognized on a proportional performance basis as determined by the relationship of contract costs incurred to date and the estimated total contract costs, which are regularly reviewed during the life of the contract, subject to the achievement of the agreed upon milestones. In the event that a milestone has not been achieved, the associated cost is deferred and revenue is not recognized until the milestone has been accepted by the customer.

        For arrangements that do not meet the criteria described above, both the license revenues and professional services revenues are recognized using the percentage-of-completion method where reasonably dependable estimates of progress toward completion of a contract can be made. The Company estimates the percentage-of-completion on contracts utilizing costs incurred to date as a

8

percentage of the total costs at project completion, subject to meeting agreed milestones. In the event that a milestone has not been reached, the associated cost is deferred and revenue is not recognized until the milestone has been accepted by the customer. Recognized revenues and profit are subject to revisions as the contract progresses to completion. Revisions in profit estimates are charged to earnings in the period in which the facts that give rise to the revision become known. To date, the Company has had no contracts accounted for using the percentage of completion method.

        The timing of revenue recognition may differ from contract payment schedules, resulting in revenues that have been earned but not yet billed. These amounts are included in unbilled receivables. Customer advances in excess of revenue earned and recognized are recorded as deferred revenue. Deferred revenue is comprised of deferrals for maintenance and professional services. Long-term deferred revenue, as at April 30, 2004 and 2003, represents amounts received for maintenance and support services to be provided beginning in periods on or after May 1, 2005 and 2004, respectively. The principal components of deferred revenue as at April 30, 2004 and 2003 were as follows:

		2004		2003
Maintenance		$	111,593	$	112,444
Professional services			8,590		10,183
	Total deferred revenue		120,183		122,627
Less: Current portion			117,927		119,937
Deferred revenue—long-term		$	2,256	$	2,690

Research and development costs

        Research costs are charged to operations as incurred. Product development costs are deferred if the product or process and its market or usefulness are clearly defined, the product or process has reached technological feasibility, adequate resources exist or are expected to exist to complete the project and management intends to market or use the product or process. Technological feasibility is attained when the software has completed system testing and has been determined viable for its intended use. The time between the attainment of technological feasibility and completion of software development has historically been relatively short with immaterial amounts of development costs incurred during this period. Accordingly, the Company has not capitalized material amounts of development costs, other than product development costs acquired through business combinations.

Cash and cash equivalents

        Cash and cash equivalents are composed of non-restricted cash and short-term, highly liquid investments with an original maturity of 90 days or less. Cash equivalents are stated at amounts that approximate fair value, based on quoted market prices.

9

Restricted cash

        Cash is considered to be restricted when it is subject to contingent rights of a third party customer, vendor, or government agency. As at April 30, 2004, $367 of the Company's restricted cash balance was related to bid proposal deposits, customer holdbacks, lease and other deposits. Additionally, $1,509 was related to cash collateralization of bank guarantees issued for leased office space, vendor, customer and government agency obligations. As at April 30, 2003, $2,355 in restricted cash was related to cash collateralization of letters of credit and bank guarantees issued for leased office space, customer and government agency obligations, and the remaining $40 was for other restricted deposits.

Allowances for doubtful accounts

        The Company maintains an allowance for doubtful accounts at an amount estimated to be sufficient to provide adequate protection against losses resulting from collecting less than full payment on its receivables. Individual overdue accounts are reviewed, and allowance adjustments are recorded when determined necessary to state accounts receivable at net realizable value. Additionally, the Company judges the overall adequacy of the allowance for doubtful accounts by considering multiple factors including the aging of receivables, historical bad debt experience, and the general economic environment. A considerable amount of judgment is required when the Company assesses the realization of receivables, including assessing the probability of collection and the current creditworthiness of each customer. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to make payments, an additional provision for doubtful accounts may be required. Once all collection efforts are exhausted, the receivable is written-off against the balance in the allowance for doubtful accounts.

Inventory

        Work-in-progress and finished goods inventory are stated at the lower of cost on a first-in, first-out basis and net realizable value.

Property, plant and equipment

        Property, plant and equipment are recorded at cost less accumulated depreciation and are depreciated over the estimated useful lives of the related assets as follows:

•	Buildings	40 years straight-line
•	Computers, processing and office equipment and machinery	3 to 5 years straight-line
•	Automobiles	4 years straight-line
•	Leasehold improvements	straight-line over the lease term
•	Assets under capital leases	straight-line over the useful lives of the assets, as indicated above

        The Company reviews, on an ongoing basis, the carrying values of its property, plant and equipment. If it is determined that the carrying value of property, plant and equipment is not

10

recoverable, a write-down to fair value is charged to earnings in the period that such a determination is made.

Asset retirement obligations

        The Company has obligations with respect to the retirement of leasehold improvements at maturity of facility leases and the restoration of facilities back to their original state at the end of the lease term. Accruals are made based on management's estimates of current market restoration costs, inflation rates and discount rates. At the inception of a lease, the present value of the expected cash payment is recognized as an asset retirement obligation with a corresponding amount recognized in property assets. The property asset amount is amortized, and the liability is accreted, over the period from lease inception to the time the Company expects to vacate the premises resulting in both depreciation and interest charges in the consolidated statement of earnings.

        Discount rates used are based on credit-adjusted risk-free interest rates on government bonds ranging from 2.0% to 7.5% depending on the lease term. Based on the Company's current lease commitments, obligations are required to be settled commencing in fiscal 2005 and ending in fiscal 2016. Revisions to these obligations may be required if restoration costs or discount rates change.

Goodwill and intangible assets

        Goodwill represents the excess of the cost of an acquired enterprise over the net identifiable amounts assigned to assets acquired and liabilities assumed. In accordance with Canadian Institute of Chartered Accountants ("CICA") Handbook Section 3062, "Goodwill and Other Intangible Assets," goodwill and indefinite lived intangible assets are reviewed for impairment annually. Goodwill is required to be tested for impairment between the annual tests if an event occurs or circumstances change such that it is more likely than not that the fair value of a reporting unit has been reduced below its carrying value.

        The Company completed its annual impairment test as of February 29, 2004, and concluded that there was no impairment of goodwill. All remaining and future acquired goodwill will be subject to impairment tests annually, or earlier if indicators of potential impairment exist, using the present value of estimated future cash flows. If it is determined that the carrying amount of goodwill exceeds the fair value of goodwill as a result of the impairment testing, a goodwill impairment loss will be recognized on the statement of earnings.

        The Company reviews the carrying value of amortizable intangible assets for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to the amount by which the carrying value of the asset exceeds the fair value of the asset.

        Intangible assets, which consist of acquired software, customer relationships and agreements, in-process research and development, and trademarks, are recorded at cost less accumulated

11

amortization. Intangible assets are amortized on a straight-line basis over the estimate useful lives of the related assets as follows:

•	Acquired software	1 to 5 years
•	Customer relationships and agreements	3 to 5 years
•	Trademarks and names	4 years
•	In-process research and development	3 to 5 years

Employee future benefit plans

        The cost of providing benefits through defined benefit pensions is actuarially determined and recognized in earnings using the projected benefit method prorated on service and management's best estimate of expected plan investment performance and retirement ages of employees. Differences arising from plan amendments, changes in assumptions and experience gains and losses are recognized in earnings over the expected average remaining service life of employees. Plan assets are valued at fair value. The cost of providing benefits through defined contribution pension plans is charged to earnings in the period in respect of which contributions become payable.

Income taxes

        Income taxes are accounted for under the liability method, whereby future income tax assets and liabilities are recognized for temporary differences between the tax and accounting bases of assets and liabilities, as well as for the benefit of losses available to be carried forward to future years for income tax purposes. A valuation allowance is provided for the portion of future tax assets that is more likely than not to remain unrealized. Significant judgement is involved in determining the realizability of temporary differences and tax loss carry forwards. Future income tax assets and liabilities are measured using substantively enacted income tax rates applicable to taxable income in the years in which those temporary differences are expected to be recovered or settled. Future income tax assets and liabilities are adjusted for the effects of changes in income tax laws and rates in the period in which the change occurs.

        Investment tax credits arising from research and development are deducted from the related costs and, accordingly, are included in the determination of earnings in the same year as the related costs.

Advertising costs

        Advertising costs are expensed as incurred. Advertising expenses incurred for the years ended April 30, 2004 and 2003 were $3,408 and $2,363, respectively.

Shipping and handling costs

        Shipping and handling costs are included in the cost of revenues.

12

Legal contingencies

        The Company is from time to time involved in various claims and legal proceedings. Periodically, it reviews the status of each significant matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, a liability is accrued for the estimated loss. Significant judgment is involved in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to these matters, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability relating to the pending claims and litigation and it may revise its estimates. Such revisions in estimates or potential liabilities could have a material impact on the results of the Company's earnings and financial position.

Adoption of new accounting pronouncements

a)

Stock-based compensation

        The Company adopted the revised recommendations of CICA Handbook Section 3870, "Stock-Based Compensation and other Stock-Based Payments" ("Section 3870"), which requires that a fair value method of accounting be applied to all stock-based compensation payments to both employees and non-employees. In accordance with the transitional provisions of Section 3870, the Company has prospectively applied the fair value method of accounting for stock option awards granted and shares issued under its Employee Stock Purchase Plan ("ESPP") after May 1, 2003 and, accordingly, has recorded compensation expense in 2004. Prior to May 1, 2003, the Company accounted for its employee stock options and shares issued under ESPP using the settlement method and no compensation expense was recognized. For awards granted during the year ended April 30, 2003, the standard requires the disclosure of pro forma net earnings and earnings per share information as if the Company had accounted for employee stock options under the fair value method. The pro forma effect of awards granted and shares issued prior to May 1, 2002 has not been included in the pro forma net earnings and earnings per share information.

        The estimated fair value of the options is amortized to earnings over the vesting period, on a straight-line basis and was determined using the Black-Scholes option pricing model with the following weighted average assumptions:

Assumptions—Stock Options	2004			2003
Weighted average risk-free interest rate		4.20	%		4.54	%
Weighted average expected life (in years)		7.0			6.61
Weighted average volatility in the market price of common shares		71.71	%		75.81	%
Weighted average dividend yield		0.00	%		0.00	%
Weighted average grant date fair values of options issued	$	3.16		$	2.09

	2004				2003
	Exercise Price		Fair Value		Exercise Price		Fair Value
Weighted average fair value of in-the-money options (per option*)		nil		nil	$	1.77	$	1.45
Weighted average fair value of at-the-money options (per option*)	$	4.64	$	3.28	$	3.13	$	2.27
Weighted average fair value of out-of-the-money options (per option*)	$	3.57	$	2.52	$	2.82	$	1.97

*

In-the-money options are defined as the options with an exercise price less than the market price of the stock on the grant date of the options. At-the-money options are defined as the options with

13

an exercise price the same as the market price of the stock on the grant date of the options. Out-of-the money options are defined as the options with an exercise price more than the market price of the stock on the grant date of the options.

Assumptions—ESPP	2004			2003
Weighted average risk-free interest rate		2.94	%		2.68	%
Weighted average expected life (in years)		0.25			0.25
Weighted average volatility in the market price of common shares		32.91	%		65.50	%
Weighted average dividend yield		0.00	%		0.00	%
Weighted average grant date fair values of awards or shares issued	$	1.00		$	0.80

        For the year ended April 30, 2004, the Company expensed $2,368 relating to the fair value of options granted and $17 relating to the fair value of shares issued under the ESPP in 2004. Contributed surplus was credited $2,385 for these awards and the balance will be reduced as the awards are exercised and the amount initially recorded for the awards in contributed surplus will be credited to share capital along with the proceeds received on exercise. Contributed surplus was reduced by $17 relating to shares issued under the ESPP during fiscal year 2004.

        The pro forma disclosure relating to options granted in fiscal 2003 is as follows:

		Year ended April 30,
		2004		2003
Net earnings—as reported		$	57,166	$	31,871
	Pro forma stock-based compensation expense, net of tax		967		377
Net earnings—pro forma		$	56,199	$	31,494
Basic net earnings per share—as reported		$	0.68	$	0.40
	Pro forma stock-based compensation expense per share		0.01		—
Basic net earnings per share—pro forma		$	0.67	$	0.40
Diluted net earnings per share—as reported		$	0.66	$	0.39
	Pro forma stock-based compensation expense per share		0.01		—
Diluted net earnings per share—pro forma		$	0.65	$	0.39

        See note 15 for a description of the employee stock purchase and stock option plans.

b)

Asset retirement obligations

        In March 2003, the CICA issued Handbook Section 3110, "Asset Retirement Obligations" ("Section 3110"), which establishes standards for the recognition, measurement and disclosure of liabilities for asset retirement obligations and the associated retirement costs. This section applies to legal obligations associated with the retirement of tangible long-lived assets that results from their acquisition, lease construction, development or normal operation. The Company has obligations with respect to the retirement of leasehold improvements at maturity of facility leases and the restoration of facilities back to their original state at the end of the lease term. This new section is effective for years beginning after January 1, 2004 and harmonizes Canadian requirements with existing U.S. GAAP. The Company early adopted the provisions of Section 3110 for its year ended April 30, 2004. Section 3110 requires that the effect of initially applying the Section be treated as a change in accounting policy. Accordingly, the financial statements of prior periods presented for comparative purposes have been restated retroactively. The adoption of Section 3110 resulted in a liability and a corresponding asset of $1,517 as at April 30, 2003. In addition, the Company had an adjustment to opening retained earnings in fiscal 2003 of $576, and recorded a charge in the statement of earnings of $174 and $160 for the

14

years ended April 30, 2004 and 2003 respectively. As at April 30, 2004 the total undiscounted amount estimated to settle the asset retirement obligation was $2,386. No amounts were paid during the years ended April 30, 2004 and 2003.

Recently issued accounting pronouncements

        In December 2003, the Emerging Issues Committee released EIC-141, "Revenue Recognition" ("EIC-141") and EIC-142, "Revenue Arrangements with Multiple Deliverables" ("EIC-142"). EIC-141 summarizes the principles set forth in SAB 101 that, in the Committee's view, are generally appropriate as interpretive guidance on the application of CICA Handbook Section 3400 "Revenue." EIC-141 is effective on a prospective basis for the Company's 2005 fiscal year. EIC-142 addresses certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities. Specifically, EIC-142 addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting, and how arrangement consideration should be measured and allocated to the separate units of accounting in the arrangement. EIC-142 is applicable for revenue arrangements with multiple deliverables entered into by the Company on or after May 1, 2004. The adoption of EIC-141 and EIC-142 is not expected to have a material impact on the Company's results of operations or financial position.

        In 2003, the CICA issued Accounting Guideline AcG-15, "Consolidation of Variable Interest Entities" ("AcG-15"), to provide guidance for determining when an enterprise includes the assets, liabilities and results of activities of an entity (a "variable interest entity") in its consolidated financial statements, and aids in applying the principles in Handbook Section 1590 "Subsidiaries" to certain entities. AcG-15 applies to annual and interim periods beginning on or after November 1, 2004. The adoption of AcG-15 is not expected to have a material impact on the Company's results of operations or financial position.

3      ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES

        Accounts receivable and other receivables as at April 30, 2004 and 2003 consist of the following:

	2004			2003
Trade accounts receivable	$	60,555		$	60,282
Allowance for doubtful accounts		(11,509	)		(6,214	)
Other receivables (note 19)		254			271
	$	49,300		$	54,339

4      INVENTORY

        Inventory as at April 30, 2004 and 2003 consists of the following:

	2004		2003
Finished goods	$	624	$	774
Work-in-progress		—		13
	$	624	$	787

15

5      PROPERTY, PLANT AND EQUIPMENT

        Property, plant and equipment as at April 30, 2004 and 2003 consists of the following:

	2004
	Cost		Accumulated Depreciation		Net
Land	$	2,175	$	—	$	2,175
Buildings		10,195		2,813		7,382
Computers, processing and office equipment and machinery		79,958		73,832		6,126
Automobiles		702		607		95
Leasehold improvements		14,889		11,539		3,350
Asset retirement obligations		1,648		907		741
Assets under capital leases (i)		5,424		1,450		3,974
	$	114,991	$	91,148	$	23,843

	2003
	Cost		Accumulated Depreciation		Net
Land	$	2,045	$	—	$	2,045
Buildings		9,822		2,467		7,355
Computers, processing and office equipment and machinery		78,086		69,293		8,793
Automobiles		817		628		189
Leasehold improvements		12,445		9,436		3,009
Asset retirement obligations		1,517		735		782
Assets under capital leases (i)		6,210		1,952		4,258
	$	110,942	$	84,511	$	26,431

i)

Assets under capital leases consist mainly of buildings.

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6      INTANGIBLE ASSETS

        Intangible assets as at April 30, 2004 and 2003 consist of the following:

	2004
	Cost		Accumulated Amortization		Net
Acquired software(i)	$	28,469	$	5,574	$	22,895
Customer relationships and agreements(i)		10,332		2,444		7,888
In-process research and development(i)		1,483		173		1,310
Trademarks and name(i)		773		238		535
	$	41,057	$	8,429	$	32,628
	2003
	Cost		Accumulated Amortization		Net
Acquired software	$	8,183	$	414	$	7,769
Customer relationships and agreements		3,051		376		2,675
Trademarks and name		768		40		728
	$	12,002	$	830	$	11,172

i)

Additions of intangible assets in fiscal 2004 resulted primarily from the acquisition of Comshare, Incorporated. (See note 8).

7      GOODWILL

        Goodwill as at April 30, 2004 and 2003 was as follows:

	2004		2003
Goodwill	$	128,366	$	89,386

        For the year ended April 30, 2004 the Company completed its review for potential impairment and concluded that there was no impairment of goodwill. In connection with the Company's annual review of the carrying value of goodwill for the year ended April 30, 2003, a goodwill write-down of $11,509 was recorded in the fourth quarter of fiscal 2003 relating to the Interealty business. The impairment was based on revised future estimates of its likely performance and resulted in the write-off of the full amount of goodwill related to the Company's Interealty business.

        All remaining and future acquired goodwill will be subject to impairment tests annually, or earlier if indicators of potential impairment exist, using a future cash flow based approach.

17

        The changes in the carrying amount of goodwill are as follows:

Balance as at April 30, 2002	$	80,920
Goodwill from EBC acquisition (note 8)		1,555
Goodwill from Extensity acquisition (note 8)		16,558
Goodwill impairment		(11,509	)
Goodwill adjustment related to pre-acquisition liabilities (note 17)		(701	)
Foreign exchange impact		2,563
Balance as at April 30, 2003		89,386
Goodwill from Comshare acquisition (note 8)		37,931
Goodwill adjustment related to acquisition reserves		(149	)
Goodwill adjustment related to future tax assets (note 8)		(962	)
Foreign exchange impact		2,160
Balance as at April 30, 2004	$	128,366

8      BUSINESS COMBINATIONS

        On August 6, 2003 the Company acquired Comshare, Incorporated (Comshare), a provider of corporate performance management software, based in Michigan, by way of a cash tender offer for all outstanding shares of Comshare at a price of $4.60 per share. The acquisition was accounted for by the purchase method with the results of operations of the business included in the consolidated financial statements from the date of acquisition.

        The total purchase price was approximately $55,772, consisting of $53,807 of cash and $1,965 of acquisition costs. The purchase price was allocated to the fair value of assets acquired and liabilities assumed as follows:

Cash	$	16,625
Other current assets		10,411
Office and computer equipment		909
Future income tax assets		6,323
Acquired intangible assets (including $20,253 of acquired software, $1,483 of in-process research and development, and $6,755 of customer agreements)		28,491
Goodwill		37,931
Current liabilities		(11,512	)
Future income tax liabilities		(4,481	)
Other liabilities (primarily pension obligation)		(28,925	)
Total purchase price	$	55,772

        In fiscal 2003, the Company acquired the shares of Extensity, Inc. and certain assets of EBC Informatique. The acquisitions were accounted for by the purchase method with the results of operations of each business included in the consolidated financial statements from the respective dates of acquisition. The total net cash purchase price of the businesses acquired by the Company was $22,686, related to the businesses as described below.

        Effective August 5, 2002, the Company acquired certain assets of EBC Informatique, a French hardware and software solutions provider. These assets included customer contracts, intellectual

18

property rights, trademarks, and property, plant and equipment. The cash purchase price was $2,362. The purchase price was allocated to the fair value of assets acquired and liabilities assumed as follows:

Property, plant and equipment	$	31
Acquired intangible assets (including $1,854 of customer agreements, $415 of acquired software, and $59 of trademarks)		2,328
Goodwill		1,555
Current liabilities		(201	)
Future income tax liabilities		(551	)
Other liabilities		(800	)
Total purchase price	$	2,362

        On March 6, 2003, the Company acquired 100% of the common shares of Extensity, Inc., a provider of solutions to automate employee-based financial systems, headquartered in California. The purchase price was $50,327, consisting of $43,423 of cash, 932,736 of common shares with a value of $2,619 less issuance costs of $2,619, $163 of fair value of the assumed outstanding stock options of Extensity, Inc., and $4,122 of transaction costs.

        The purchase price was allocated to the fair value of assets acquired and liabilities assumed as follows:

Cash	$	29,840
Other current assets		3,978
Property, plant and equipment		1,281
Future income tax assets*		5,161
Acquired intangible assets (including $7,700 of acquired software, $900 of customer agreements, and $700 of trademarks)		9,300
Goodwill*		16,558
Current liabilities		(12,712	)
Other liabilities		(3,079	)
Total purchase price	$	50,327

*

Due to new guidance issued by the relevant tax authority, management has assessed that the valuation allowance related to the Extensity, Inc. acquisition completed in fiscal 2003 should be reduced by $962, as the more likely than not criteria is now met. The goodwill for Extensity Inc. was also adjusted accordingly in fiscal 2004 for this same amount as well as for $149 related to premises. (See note 7).

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9      ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

        Accounts payable and accrued liabilities as at April 30, 2004 and 2003 consist of the following:

	2004		2003
Accounts payable	$	9,504	$	11,125
Payroll and benefits		30,839		27,103
Accrued restructuring charges		7,552		10,849
Accrued professional fees and legal costs		8,875		10,079
Commodity and property taxes		7,319		5,853
Hardware and third party software		3,241		3,779
Insurance		1,027		1,609
Other accrued liabilities		11,307		11,087
	$	79,664	$	81,484

10    CREDIT FACILITY

        On September 9, 2003 the Company and certain of its subsidiaries entered into a Loan, Guaranty and Security Agreement (the "Loan Agreement") with Wells Fargo Foothill, Inc., pursuant to which the Company and certain of its subsidiaries obtained a three-year revolving credit facility (the "Facility") with a $50,000 revolving line of credit, including a $5,000 letter of credit sub-facility. The interest rate payable on advances under the Facility is, at the Company's option, the prime rate plus 0.50% or LIBOR plus 3.00%. The facility is collateralized by substantially all of the assets of the Company and certain of its United States and Canadian subsidiaries and guaranteed by certain of its United States, Canadian, United Kingdom and Hungarian subsidiaries. The Facility is available for the working capital needs and other general corporate purposes of the Company and its subsidiaries that are parties to the Loan Agreement. As of April 30, 2004, $1,815 of the letter of credit sub-facility has been utilized, and the remaining $48,185 revolving line of credit is available and has not been drawn on.

        The financing costs of $2,828 incurred to close the transaction were recorded as other assets in the second quarter of fiscal 2004 and are being amortized to interest expense on a straight-line basis over the term of the Facility. Amortization expense related to these financing costs was $607 in fiscal 2004.

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11    LONG-TERM DEBT

        Long-term debt as at April 30, 2004 and 2003 consists of the following:

		2004		2003
Collateralized loans
	Euro loans bearing interest ranging from 4.10% to 6.50% for fiscal 2003, collateralized by certain assets of the borrowing subsidiary	$	—	$	11
	Sterling loans, bearing interest at 2.00% above bank base rate for fiscal 2003, collateralized by real properties		—		2,505
Uncollateralized loans
	Euro loans bearing interest at 4.6% per annum (2003—ranging from 4.10% to 4.60%), repayable in fiscal 2005		27		361
Capital lease obligations
	Bearing interest at 8.00% per annum (2003—ranging between 4.75% and 8.00%), uncollaterized		4,914		3,422
Mandatorily redeemable preference shares
	U.S. dollar preference shares issued by subsidiary, bearing a fixed dividend of 12% per annum		—		50
Total long-term debt			4,941		6,349
Less: Current portion			391		733
Long-term debt		$	4,550	$	5,616

        The interest expense on long-term debt and interest paid are as follows:

	Year ended April 30,
	2004		2003
Interest expense on long-term debt	$	206	$	270
Interest expense on capital lease obligations	$	334	$	259
Cash interest paid on long-term and short-term obligations	$	563	$	457

        The capital repayments required on the Company's total long-term obligations at April 30, 2004 are as follows:

	Year ending April 30,
2005	$	391
2006		393
2007		425
2008		459
2009		496
2010 and subsequent		2,777
	$	4,941

12    FINANCIAL INSTRUMENTS

        Financial instruments included in the consolidated balance sheets consist of cash and cash equivalents, restricted cash, accounts receivable and other receivables, unbilled receivables, accounts payable and accrued liabilities, asset retirement obligations, pension liabilities and long-term debt.

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a. Fair values of financial assets and liabilities

        The fair values of cash equivalents, accounts receivable and other receivables, unbilled receivables, and accounts payable and accrued liabilities approximate their carrying values because of the short-term maturity of those instruments. At April 30, 2004, there is no significant difference between the carrying value and the fair value of asset retirement obligations, pension liabilities, and long-term debt. The Company is not a party to any significant derivative instruments.

b. Credit risk

        The Company is subject to credit risk for billed and unbilled receivables and cash and cash equivalents. The Company places its temporary excess cash in high-quality, short-term financial instruments issued or guaranteed by major financial institutions in the countries in which it operates or in similar low-risk instruments. To date, the Company has not experienced significant losses on these investments.

        Trade receivables are with customers in many diverse industries and are subject to normal industry credit risks. The Company sells a significant portion of its software to customers in North America, Europe and Asia-Pacific. Accordingly, adverse economic trends affecting these geographic locations may increase the Company's credit risk in its trade accounts receivable. The Company has adopted credit policies and standards intended to accommodate industry growth and inherent risk. In addition, ongoing credit evaluations of our customers' financial condition are performed. The Company does not obtain collateral for its trade receivables.

c. Interest rate risk

        The Company is subject to interest rate risk on its floating rate long-term debt and on its senior secured credit facility. The senior secured credit facility will bear interest at a variable rate based on margin over the prime rate or LIBOR, as the case may be. The annual increase or decrease in interest expense for each one percentage change in interest rates on the floating rate debt and the senior secured credit facility at April 30, 2004 are $nil (2003—$25) and $18 (2003—$nil) respectively.

d. Foreign exchange risk

        The Company is subject to foreign exchange risk because some of its business is transacted in currencies other than U.S. dollars.

        Accordingly, some of its financial instruments are denominated in foreign currencies. The amount of the net risk fluctuates in the normal course of business, as transactions in various jurisdictions are concluded.

13    EMPLOYEE FUTURE BENEFITS

        Prior to the acquisition of Comshare, a subsidiary of Comshare in the United Kingdom maintained a defined contribution plan for substantially all Comshare employees in the United Kingdom. In connection with the acquisition of Comshare, the Company assumed the defined contribution plan. Since inception of the plan through June 30, 2002, the plan provided a minimum annual company contribution of 2.5% of the employee's compensation and matching contribution up to an additional 2.5% of compensation, based on employee contributions. Effective July 1, 2002 the Company contribution formula was amended to eliminate the minimum company contribution and cap the maximum company contribution at 3% of compensation. There have been no contributions to the plan since the date of acquisition.

22

        The United Kingdom Comshare subsidiary also has a defined benefit plan, which covered substantially all of its employees hired prior to January 1, 1994, based on years of service and final average salary. This plan was frozen on April 1, 1997, with no further benefits accruing under the plan.

        The Company used a measurement date of April 30 for the majority of its plans.

Defined contribution pension plans

        The Company sponsors a number of defined contribution plans in Europe, of which the most significant are in France and Italy. Benefits under defined contribution pension plans are generally based on pay and years of service.

        The combined status of the Company's defined contribution pension plans was as follows as at April 30, 2004 and 2003:

	2004		2003
Defined contribution retirement obligation	$	1,682	$	1,059

        Defined contribution expense was approximately $764 and $111 for the years ended April 30, 2004 and April 30, 2003, respectively.

Defined benefit pension plan

        The Company's intention is to fund its defined benefit pension plan in amounts at least sufficient to meet the minimum requirements of the applicable local laws and regulations. The assets of the plan are invested in equity and bond funds consistent with the requirements of local law. Depending on the design of the plan, and local custom and market circumstances, the minimum liabilities of a plan may exceed qualified plan assets.

        As of April 30, 2004, the plan was funded to the minimum legal funding requirement.

        The weighted-average of significant assumptions adopted in measuring the Company's obligations and costs are as follows:

		April 30, 2004
Projected benefit obligation
	Discount rate	5.75	%
	Rate of compensation increase	n/a
Net periodic benefit cost
	Discount rate	5.75	%
	Expected rate of return on plan assets	6.75	%
	Rate of compensation increase	n/a

23

        Information about the Company's defined benefit pension plan is as follows for the year ended April 30, 2004:

		April 30, 2004
Change in benefit obligation
Accrued benefit obligation, beginning of year		$	—
	Benefit obligation assumed upon the acquisition of Comshare		38,339
	Interest cost on accrued benefit obligations		1,846
	Actuarial gains		(2,646	)
	Benefits payments		(522	)
	Currency translation adjustment		3,817
Accrued benefit obligation, end of year		$	40,834
Change in plan assets
Fair value of plan assets, beginning of year		$	—
	Pension assets acquired upon the acquisition of Comshare		18,817
	Actual return on plan assets		1,608
	Employer contribution		—
	Benefits payments		(522	)
	Currency translation adjustment		1,936
Fair value of plan assets, end of year		$	21,839
Unfunded amount		$	18,995
Unamortized actuarial gain			3,317
Net amount recognized in the consolidated balance sheets		$	22,312

	Year ended April 30, 2004
Components of net periodic benefit cost
Current interest costs	$	1,846
Current service costs		—
Less: Expected return on plan assets		(1,103	)
Net period benefit cost	$	743

        The Company made no contributions to its defined benefit pension plan for the year ending April 30, 2004. The Company expects to contribute $782 to its pension plan in 2005.

Future benefit payments

        Anticipated future retirement payments are as follows:

	Year ending April 30,
2005	$	598
2006	$	603
2007	$	610
2008	$	616
2009	$	623
2010 and subsequent	$	635

24

Plan assets

        The asset allocation for the Company's pension plan at the end of fiscal 2004, and the target allocation of fiscal 2005, by asset category, is as follows:

	Target Allocation 2005		Percentage of Plan Assets at April 30, 2004
Equity securities	55-65	%	61.7	%
Debt securities	35-45	%	38.3	%

        The weighted average of the long-term rate of returns that are expected on the actual assets held as of April 30, 2004 is 6.75% per annum. Asset return assumptions are derived following consideration of the Company's current investment mix and from an analysis of long-term historical data relevant to the country where the plan is in effect and the investments applicable to the plan.

14    COMMITMENTS AND CONTINGENCIES

        The Company has operating leases on rental equipment for varying terms up to a maximum of 5 years, leases on vehicles for varying terms up to a maximum of 4 years, and has entered into leases for the rental of premises for varying terms up to a maximum of 21 years. Aggregate lease payments in each of the next five years and thereafter are as follows:

	Year ending April 30,
2005	$	17,400
2006		11,233
2007		5,142
2008		2,737
2009		1,586
2010 and subsequent		5,011
Total obligations under operating leases	$	43,109

        The total expense incurred on operating leases for the year ended April 30, 2004 was $16,151 (2003—$15,836).

        The Company has capital leases on various assets (notes 5 and 11) for terms ranging up to a maximum of 7 years. Aggregate lease payments on assets held under capital leases in each of the next five years are as follows:

	Year ending April 30,
2005	$	603
2006		603
2007		603
2008		603
2009		603
2010 and subsequent		2,870
		5,885
Less: Imputed interest on capital lease obligations		971
Total obligations under capital leases	$	4,914

        As at April 30, 2004, letters of credit and bank guarantees are outstanding for approximately $3,324 (2003—$2,736) of which $1,509 (2003—$2,355) are cash collateralised and included in restricted cash.

        See note 20 for legal contingencies.

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15    SHARE CAPITAL

        The Company is authorized to issue an unlimited number of common shares, with no par value, and an unlimited number of preference shares, with no par value, issuable in series.

        In March 2003, the Company acquired Extensity, Inc. Under the terms of the merger agreement, Extensity shareholders were able to elect to receive, for each share of Extensity common stock, 0.627 of a Geac common share or US$1.75 in cash. In connection with this transaction, the Company issued 932,736 shares at a value of Cdn$4.13 per share, which is determined based on an average market price of Geac during 3 days prior to the closing of the acquisition. The issued share capital of Cdn$3,852 was offset by the issuance costs incurred in the transaction. In accordance with the terms of the merger agreement, the Company assumed all of the Extensity outstanding options on the closing date of March 6, 2003. The fair value of $163 of the assumed options was recognized as part of the share capital of the Company for the year ended April 30, 2003.

        In May 2001, the Company entered into an agreement with a syndicate of underwriters led by CIBC World Markets Inc. under which the underwriters agreed to buy 10 million units via special warrants. Each unit consisted of one common share plus one half of a common share purchase warrant, and the units were issued at Cdn$2.00 per unit, for aggregate proceeds of Cdn$20,000. The net proceeds after underwriters' fees and other issue expenses were Cdn$17,885. On August 1, 2001, the 10 million special warrants were exercised, which resulted in the issuance of 10 million common shares and 5 million common share purchase warrants and an increase in share capital in the amount of Cdn$16,135. The purchase warrants were recorded at their fair value of Cdn$1,750. Each full common share purchase warrant entitled the purchaser to acquire a common share of the Company for Cdn$2.75 at any time up to 18 months from the close of the offering on June 29, 2001. During the second and third quarters of fiscal 2003, all 5 million purchase warrants were exercised. As a result of this exercise, share capital increased by $8,721 and the fair value of purchase warrants of $1,139 was reclassified and recognized as part of the issued share capital.

Employee stock purchase plan

        The Company's employee stock purchase plan (the "Old ESPP") became effective in August 2001. Under the Old ESPP, membership was limited to employees resident in Canada and after entering continuous full-time employment with the Company or a subsidiary of the Company. The maximum number of common shares issuable under the Old ESPP was 600,000. During fiscal 2004, 26,973 (2003—39,646) shares were issued to employees under this plan at a weighted average price of Cdn$4.48 (2003—Cdn$3.57) per share. The Company's share capital account was credited for $88 (2003—$92) for cash received from employees for purchases of stock under the Old ESPP.

        The Company's 2003 Employee Stock Purchase Plan (the "New ESPP") was approved by the Company's shareholders in September 2003. Under the New ESPP, employees of the Company resident in Canada and the United States are entitled to participate with additional countries to be added over time. The maximum number of common shares issuable under the New ESPP is 2,000,000 shares. As at April 30, 2004, no shares were issued to employees under this new plan.

Stock option plan

        Options have been granted to employees, directors, and executive officers to purchase common shares at or above the prevailing market price at the time of the grant under the Company's various employee stock option plans. Options under these plans typically vest over three to four years and expire ten years from the date granted. Currently, the Company is only granting options under the Geac's Stock Option Plan VI ("Plan VI"). The maximum number of shares reserved for Plan VI is 9,554,016. As at April 30, 2004, the total number still available to be issued under the Plan VI was 441,106 (2003—1,977,097) options.

26

        In connection with the Comshare acquisition in fiscal 2004, 1,535,250 options were granted on September 9, 2003, to employees of Comshare, Inc., under Plan VI, which vest over four years and expire in ten years after the date of grant.

        In connection with the Extensity acquisition in fiscal 2003, 175,768 options were issued under Plan VI to replace outstanding options of Extensity, Inc. and 958,320 additional options were granted under Plan VI on March 25, 2003, to employees of Extensity, Inc., which vest over three years and expire in ten years after the date of grant.

        An analysis of the stock options outstanding under the employee stock option plans and other arrangements is as follows:

	2004				2003
	Number of Options		Weighted Average Exercise Price $CDN		Number of Options		Weighted Average Exercise Price $CDN
	('000s of options)				('000s of options)
Outstanding—Beginning of year	7,214		$	7.10	6,492		$	9.64
Options granted	5,004		$	6.11	2,404		$	4.39
Options exercised	(1,011	)	$	3.73	(20	)	$	2.89
Options expired	(1,361	)	$	4.67	(974	)	$	14.48
Options forfeited	(591	)	$	11.57	(688	)	$	11.27
Outstanding—End of year	9,255		$	7.10	7,214		$	7.10
Weighted average exercise price of options exercisable—End of year			$	9.70			$	9.83

        For the years ended April 30, 2004 and 2003, the Company's share for capital account was credited with $2,819 and $37 respectively, for cash received from employees upon the exercise of stock options.

	Options Outstanding				Options Exercisable
Range of Exercise Prices $CDN	Number Outstanding as at April 30, 2004	Weighted Average Remaining Contractual Life (years)	Weighted Average Exercise Price $CDN		Number Outstanding as at April 30, 2004	Weighted Average Remaining Contractual Life (years)	Weighted Average Exercise Price $CDN
$  0.38 -  3.52	227,102	6.8	$	2.87	158,458	6.6	$	2.90
$  4.24 -  5.01	2,731,837	8.7	$	4.65	584,450	8.4	$	4.52
$  6.11 -  9.32	5,913,250	8.5	$	6.89	1,852,875	6.5	$	8.11
$10.15 - 29.25	225,000	3.3	$	23.82	225,000	3.3	$	23.82
$32.92 - 41.25	158,000	2.7	$	34.22	158,000	2.7	$	34.22
$  0.38 - 41.25	9,255,189	8.3	$	7.01	2,978,783	6.5	$	9.70

Amended and restated shareholder protection rights plan

        The Company and a predecessor to Computershare Trust Company of Canada, as rights agent, entered into an agreement dated March 15, 2000 to implement a shareholder protection rights plan (the "Original Plan"). The Company's Board of Directors adopted, and the Company's shareholders on September 10, 2003 approved, the amended and restated shareholder protection rights plan (the "Amended Plan") thereby reconfirming and amending the Original Plan. The Amended Plan is identical to the Original Plan in all material respects.

        One right (a "Right") was issued on March 15, 2000, the date of implementation of the Original Plan, for each common share that was outstanding on that date or issued subsequently. Under the Amended Plan, the Rights are reconfirmed and the Company reconfirms its authorization to continue the issuance of one new Right for each common share issued. Generally, each Right, except for Rights

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owned by an acquiring person (as defined in the Amended Plan) will, if certain events occur, constitute the right to purchase from the Company, on payment of the exercise price, that number of common shares of the Company having an aggregate market price equal to twice the exercise price, subject to adjustment in certain circumstances. Prior to the separation time (as defined in the Amended Plan), the exercise price for a Right is equal to three times the market price from time to time. After the separation time, the exercise price is three times the market price at the separation time. The Rights become exercisable after the separation time, which generally occurs ten days after a person acquires beneficial ownership of or announces an intention to acquire 20% or more of the voting securities of the Company, unless the Board of Directors determines that it should be a later date. Until the separation time, the Rights trade together with the existing common shares. The Board of Directors may, in certain circumstances, redeem outstanding Rights at a redemption price of $0.001 per Right.

Directors' deferred share unit plan

        In March 2004, the Board authorized a Director's deferred share unit plan. Under the plan, the Human Resources and Compensation Committee of the Board, or its designee, may grant deferred share units to members of the Company's Board of Directors relating to compensation for the services rendered to the Company as a member of the Board. Units issued under the plan may be subject to vesting conditions or certain share ownership requirements. Ten thousand units were issued under this plan as at April 30, 2004 to each non-executive Director of the Company, with one-third of the units vesting on the date of issuance, one-third vesting on April 30, 2005 and one-third vesting on April 30, 2006.

16    WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

        The following table summarizes the reconciliation of the basic weighted average number of shares outstanding and the diluted weighted average number of shares outstanding used in the diluted net earnings per share calculations:

	2004	2003
	('000s)	('000s)
Basic weighted average number of shares outstanding	84,645	80,152
Stock options and warrants	1,588	1,543
Diluted weighted average number of shares outstanding	86,233	81,695

17    NET RESTRUCTURING AND OTHER UNUSUAL ITEMS

        For the years ended April 30, 2004 and 2003, net restructuring and other unusual items (recovery)/expense was comprised of the following:

	2004			2003
Unusual items	$	(2,851	)	$	1,973
Restructuring (reversals)/charges		(2,430	)		1,630
Net restructuring and other unusual items	$	(5,281	)	$	3,603

        Details related to each of these components are discussed below.

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Unusual items

        The unusual items credit balance of $2,851 is comprised of the reversal of previously accrued liabilities of approximately $1,916 which, based on changing circumstances, were determined to no longer be required, and a $2,170 liability balance relating to customer commitments from previous acquisitions which was reversed as a result of the fulfillment of the commitments. Also, a pre-tax gain of $243 on the sale of the assets of the NTC Northern Ontario business was recorded in the third quarter of fiscal 2004. These balances were reduced by a charge for $825 resulting from new information obtained on a capital lease obligation which required the Company to increase its outstanding liability balance, and by an increase of $653 in a pension obligation held by the Company resulting from an actuarial valuation.

        For the year ended April 30, 2003, $1,973 in charges for unusual items included $3,473 for legal claims. This amount was partially offset by a credit of $1,500 for the elimination of customer commitments from a fiscal 2000 acquisition based on revised estimates of the acquired obligations. (For the year ended April 30, 2004, $3,587 in charges related to legal claims were also incurred. These amounts were classified in general and administrative expenses in the consolidated statement of earnings. See note 20.)

Restructuring expense

        For the year ended April 30, 2004, the net restructuring credit balance of $2,430 was comprised of a release of $987 related to severance accruals as a result of plan amendments and employee attrition prior to their planned termination and $1,930 related to previously accrued lease termination costs that are no longer required. This was reduced by a severance charge of $487 related to employee terminations in North America to align the Company's workforce with existing and anticipated future market requirements. Approximately 34 employees were terminated in the first half of fiscal year 2004, primarily from the support and services, development and sales and marketing areas.

        In fiscal 2003, the Company recorded a net charge of $1,630 related to accrued restructuring charges. The Company incurred a charge of approximately $1,959 for severance relating to the restructuring of the Company's business, primarily in North America, and recorded a charge for increases in premises rationalization accruals of $2,418 for changes in estimated recoveries and settlements related to actions in the fiscal 2002 restructuring. This was reduced by a reversal of $1,040 in severance accruals as a result of plan amendments and employee attrition prior to their planned termination and a reduction in premises rationalization of $1,707 related to plan amendments.

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Restructuring accrual

        Activity related to the Company's restructuring plans, business recorded rationalization, and prior to fiscal 2002, was as follows:

	Premises Restructuring			Workforce Reductions			Total
April 30, 2002 provision balance	$	14,296		$	10,480		$	24,776
Fiscal year 2003 provision additions		8,438			5,722			14,160
Fiscal year 2003 costs charged against provisions		(3,398	)		(9,555	)		(12,953	)
Fiscal year 2003 provision release		(1,678	)		(1,022	)		(2,700	)
April 30, 2003 provision balance		17,658			5,625			23,283
Fiscal year 2004 provision additions		3,101			5,990			9,091
Fiscal year 2004 costs charged against provisions		(4,860	)		(8,661	)		(13,521	)
Fiscal year 2004 provision release		(3,699	)		(1,738	)		(5,437	)
April 30, 2004 provision balance	$	12,200		$	1,216			13,416
Less: Current portion								7,552
Long-term portion of restructuring accrual							$	5,864

        For the year ended April 30, 2004, the Company recorded a restructuring liability of approximately $4,922 related to the acquisition of Comshare. An amount of $3,125 was accrued related to workforce reductions for 72 employees of Comshare in the general and administrative, support and services, and sales and marketing areas. As at April 30, 2004, restructuring of the Comshare workforce was substantially complete. The remaining balance of $1,867 related to lease termination costs. Of this balance, $190 has been paid through April 30, 2004 and the remaining balance will be recognized through to the end of the contractual lease obligation of the premise.

        During the year ended April 30, 2004, the Company also accrued $2,865 in severance and $1,234 in lease termination costs related to the rationalization of the North American and EMEA businesses. As at April 30, 2004, a balance of approximately $1,082 is remaining for severance, of which the remainder will be paid in the first half of 2005 and will include employees from the support and services, development and sales and marketing areas. The remaining balance for accrued premises restructuring was $6,289 as at April 30, 2004. The Company anticipates that the remainder of the balance will be utilized through fiscal 2009.

        As at April 30, 2004, the remaining $4,359 balance related to the acquisition of Extensity is for reserves on premises, which are expected to be utilized through the second quarter of fiscal 2007.

        During the year ended April 30, 2004, several smaller restructuring accruals relating to severance amounts and lease termination costs were released through the general and administrative expense line to adjust the accruals to match the current estimates of the amounts required.

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18    INCOME TAXES

        The provision for income taxes reflects an effective income tax rate that differs from the combined basic Canadian federal and provincial income tax rate for the reasons in the table below.

		Year ended April 30,
		2004			2003
Combined basic Canadian federal and provincial income tax rate			36.5	%		38.0	%
Provision for income taxes based on above rate		$	25,857		$	20,282
Increase (decrease) resulting from:
	Non-deductible amortization arising from acquisitions		—			412
	Write-down of goodwill		—			4,373
	Foreign tax rate differences		(2,647	)		(1,124	)
	Change in valuation allowance		(9,030	)		(3,696	)
	Other		(506	)		1,096
Provision for income taxes per consolidated statements of earnings		$	13,674		$	21,343

        Total amount of income taxes paid in excess of recoveries is $5,091 (2003—$5,626).

Income tax expense

	Year ended April 30,
	2004			2003
Current income tax expense	$	7,630		$	4,910
Change in temporary differences		1,191			4,195
Realization of non-capital loss carry-forwards		13,883			15,934
Change in valuation allowance		(9,030	)		(3,696	)
Future income tax expense		6,044			16,433
Total income tax expense	$	13,674		$	21,343

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        The following table shows the income tax effects of temporary differences and tax losses that gave rise to future income tax assets as at April 30, 2004 and 2003.

	2004			2003
Provisions and other	$	14,773		$	15,309
Deferred revenue		1,893			2,349
Valuation allowance		(1,419	)		(1,420	)
Future income taxes—current		15,247			16,238
Property, plant and equipment		25,404			21,833
Non-capital loss carry-forwards		48,792			47,104
Capital loss carry-forwards		2,869			2,586
Intangible assets		(12,075	)		(4,422	)
Valuation allowance		(43,249	)		(44,093	)
Future income taxes—non-current		21,741			23,008
Total future income taxes	$	36,988		$	39,246

        Substantially all of the Company's activities are carried out through operating subsidiaries in a number of countries. The income tax effect of operations depends on the income tax legislation in each country and operating results of each subsidiary and the parent Company.

        The Company has non-capital losses of approximately $160,842 (2003—$133,909), which are available for carry-forward against taxable income in future years and which expire as shown in the table below. Certain non-capital losses may be subject to restrictions on their availability.

        The Company has capital losses of approximately $139,037 (2003—$131,329), which are available for carry-forward against taxable capital gains in future years and which expire as shown in the table below.

	Capital Losses		Non-Capital Losses
2005	$	—	$	2,610
2006		—		3,055
2007		—		2,291
2008		577		1,206
2009 - 2023		—		66,434
Losses without expiry date		138,460		85,246
	$	139,037	$	160,842

        In assessing the realizability of future tax assets, management considers whether it is more likely than not that some portion or all of the future tax assets will not be realized. Management evaluates a variety of factors, including the Company's earnings history, the number of years the Company's non-capital losses can be carried forward, and projected future taxable income. As indicated in the table above, management has provided a valuation allowance for a portion of the non-capital loss carry-forwards in certain jurisdictions where it is unlikely that the entities will generate sufficient taxable income in the carry-forward years to utilize the losses and for all of the capital losses. For the balance of future tax assets, although realization is not assured, management believes it is more likely than not that the future tax assets will be realized.

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19    RELATED PARTY TRANSACTIONS

        Accounts receivable and other receivables as at April 30, 2004 included $254 (2003—$254) for a loan due from a former officer of the Company in connection with a compensatory arrangement relating to his employment with the Company. The Company holds as collateral 250,625 common shares of the Company, a portion of which were purchased by the former officer with the proceeds of the loan. The 250,625 common shares had a market value of approximately $1.5 million as at April 30, 2004. The loan came due in October 2003 and the Company anticipates that the amount will be settled in fiscal 2005.

        The Company also acquired legal services from a law firm of which the Company's Senior Vice President, Mergers and Acquisition and Corporate Secretary is a partner, in the amount of $1,420 in fiscal 2004 (2003—$1,345). The expenses for these services have been included in general and administrative expenses in the consolidated statements of earnings. As at April 30, 2004 a balance of $118 was owing to the law firm and has been included in accounts payable and accrued liabilities in the consolidated balance sheet.

20    LITIGATION

        Activity related to the Company's legal accruals was as follows for the years ended April 30, 2004 and 2003:

April 30, 2002 provision balance	$	6,255
Fiscal year 2003 provision additions		3,413
Fiscal year 2003 costs charged against provisions		(5,701	)
Fiscal year 2003 provision release		(123	)
April 30, 2003 provision balance		3,844
Fiscal year 2004 provision additions		3,587
Fiscal year 2004 costs charged against provisions		(3,125	)
Fiscal year 2004 provision release		(109	)
April 30, 2004 provision balance	$	4,197

        In May 2001, Cels Enterprises, Inc. ("Cels") filed a complaint in the United States District Court for the Central District of California against Geac, Geac Enterprise Solutions (GES) and JBA International, Inc. (JBA). GES is JBA's successor in interest as a result of Geac's acquisition of JBA Holdings plc in 1999. The complaint alleged that JBA software supplied to Cels was experimental and did not work. The software product in question, which was part of JBA's product offering prior to the acquisition, is no longer sold by Geac. Cels claimed damages of $28,300. In August 2003, following a jury trial and verdict, the Court entered judgment against GES for approximately $4,134 in damages and prejudgment interest. GES will satisfy the judgment in two separate payments in June and August 2004 totalling, with post-judgment interest, approximately $4,180. Cels' appeal of the Court's denial of its motion seeking approximately $1,000 in attorneys' fees is still pending. At April 30, 2003 Geac had accrued $2,000 in respect of the Cels claim. Geac increased the amount of this reserve to $4,187 as at April 30, 2004.

        Extensity, a subsidiary acquired by Geac in March 2003, is subject to a class action suit, which alleges that Extensity, certain of its former officers and directors, and the underwriters of its initial public offering in January 2000 violated U.S. securities laws by not adequately disclosing the compensation paid to such underwriters. The class action suit has been consolidated with a number of similar class action suits brought against other issuers and underwriters involved in initial public offerings. The plaintiffs seek an unspecified amount of damages. The plaintiffs and issuer parties have

33

entered into a settlement agreement to settle all claims, which will be funded by the issuers' insurers. The settlement is still subject to approval by the Court.

        In addition, Geac is subject to various other legal proceedings and claims in the ordinary course of business, arising out of disputes over contracts, alleged torts, intellectual property, real estate and employee relations, among other things. In the opinion of management, resolution of these matters is not reasonably expected to have a material adverse effect on Geac's financial position, results of operations or cash flows. However, a materially adverse outcome with respect to such matters may affect our future financial position, results of operations or cash flows.

21    SALE OF NTC NORTHERN ONTARIO ASSETS

        The total sales proceeds in fiscal 2004 were $339 relating to the sale of the assets of the NTC Northern Ontario business on January 31, 2004. The transaction resulted in a gain of $243, which was recorded as an unusual item on the consolidated statements of earnings (note 17).

22    SEGMENTED INFORMATION

        The Company reports segmented information according to CICA Handbook Section 1701, "Segment Disclosures." The Company operates the following business segments, which have been segregated based on product offerings, reflecting the way that management organizes the segments within the business for making operating decisions and assessing performance.

        Enterprise Applications Systems (EAS) offer software solutions, which include cross-industry enterprise business applications for financial administration and human resource functions, and enterprise resource planning applications for manufacturing, distribution, and supply chain management.

        Industry-Specific Applications (ISA) products include applications for the real estate, construction, banking, local government, hospitality and publishing marketplaces, as well as a range of applications for libraries and public safety administration.

        Accounting policies for the operating segments are the same as those described in note 2. There are no significant inter-segment revenues. Segment assets consist of working capital items, excluding cash and cash equivalents. Cash and cash equivalents are considered to be corporate assets. Property, plant and equipment are typically shared by operating segments and those assets are managed by geographic region, rather than through the operating segments.

        During the year, the Company determined that given the nature of the products offered in its local government product line the inclusion of the local government business in the EAS segment was no longer appropriate. As a result, the local government business has been reclassified from EAS to ISA. For comparison purposes, the Company has reclassified revenue, segment contribution margin and

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segment assets relating to this business in its comparatives. The impact on revenue, contribution and segment assets for fiscal 2003 was approximately $10,354, $3,176 and $2,071, respectively.

		Year ended April 30, 2004
		EAS		ISA		Total
Revenues:
	Software	$	54,826	$	10,364	$	65,190
	Support and services		274,859		80,160		355,019
	Hardware		21,574		3,489		25,063
Total revenues		$	351,259	$	94,013	$	445,272
Segment contribution		$	77,618	$	11,117	$	88,735
Segment assets		$	57,057	$	9,674	$	66,731

		Year ended April 30, 2003
		EAS		ISA		Total
Revenues:
	Software	$	37,363	$	12,017	$	49,380
	Support and services		242,473		85,999		328,472
	Hardware		25,320		5,305		30,625
Total revenues		$	305,156	$	103,321	$	408,477
Segment contribution		$	74,615	$	5,102	$	79,717
Segment assets		$	58,164	$	12,865	$	71,029

Reconciliation of segment contribution to earnings from operations before income taxes

	Year ended April 30,
	2004			2003
Segment contribution	$	88,735		$	79,717
Corporate expenses		(14,144	)		(8,325	)
Amortization of intangible assets		(7,589	)		(1,085	)
Interest income (expense), net		(24	)		845
Foreign exchange		(1,419	)		(2,826	)
Net restructuring and other unusual items		5,281			(3,603	)
Goodwill impairment		—			(11,509	)
Earnings from operations before income taxes	$	70,840		$	53,214

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Reconciliation of segment assets to total Company assets

	April 30,
	2004		2003
Segment assets	$	66,731	$	71,029
Goodwill		128,366		89,386
Intangible assets		32,628		11,172
Other assets		3,352		1,236
Property, plant and equipment		23,843		26,431
Future income taxes		36,988		39,246
Cash and cash equivalents		112,550		89,819
Restricted cash		1,876		2,395
Other unallocated assets		569		2,042
Total assets	$	406,903	$	332,756

Geographical information

		April 30, 2004				April 30, 2003
		Revenue		Property, Plant and Equipment Intangible Assets Goodwill and Other Assets		Revenue		Property, Plant and Equipment Intangible Assets Goodwill and Other Assets
Canada		$	12,956	$	8,681	$	12,812	$	7,506
U.S.A.			213,070		135,218		199,961		97,448
United Kingdom			84,579		27,035		68,757		5,467
France			54,042		7,357		55,167		8,014
Australia			21,265		2,838		17,932		1,823
All other			59,360		7,060		53,848		7,967
	Total	$	445,272	$	188,189	$	408,477	$	128,225

        Revenues in the above tables are based on the location of the sales organization, which reflects the location of the customers to which sales are made. Revenues are derived from the licensing of software, the resale of hardware and the provision of related support and consulting services.

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23    UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

        The consolidated financial statements of the Company have been prepared in accordance with Canadian GAAP; however the accounting policies, as reflected in these consolidated financial statements, do not materially differ from U.S. GAAP except as follows:

		Year ended April 30,
		2004			2003
Net earnings under Canadian GAAP		$	57,166		$	31,871
Adjustments (net of related tax effects):
	Stock-based compensation (a)		(204	)		(273	)
	Goodwill impairment (b)		—			2,900
	Asset retirement obligation (c)		—			160
	Write off of intellectual property capitalized under Canadian GAAP in connection with the Comshare acquisition net of tax of $70 (d)		(1,378	)		—
Net earnings under U.S. GAAP before cumulative catch-up adjustments			55,584			34,658
Cumulative adjustment for change in accounting policy for asset retirement obligation (e)			(736	)		—
Net earnings under U.S. GAAP			54,848			34,658
Other comprehensive income (loss):
	Foreign currency translation adjustment		(2,731	)		1,123
Comprehensive income under U.S. GAAP		$	52,117		$	35,781
Net earnings per share under U.S. GAAP:
Basic net earnings per common share		$	0.65		$	0.43
Diluted net earnings per common share		$	0.64		$	0.42
Weighted average number of common shares used in computing basic net earnings per share ('000s)			84,645			80,152
Weighted average number of common shares used in computing diluted net earnings per share ('000s)			86,233			81,695

a)    Stock-based compensation

Accounting for stock options

        As more fully described in note 2, the Company has prospectively adopted the new Canadian GAAP recommendations, which require that a fair value method of accounting be applied to all stock-based compensation awards to both employees and non-employees granted on or after May 1, 2003. The Canadian GAAP recommendations are substantially harmonized with the existing U.S. GAAP rules, which have also been adopted by the Company prospectively for all awards granted on or after May 1, 2003. Therefore, there is no GAAP difference for stock-based compensation and awards granted in fiscal year 2004.

        In fiscal year 2003, the Company did not expense any compensation cost under Canadian GAAP. For U.S. GAAP, the Company elected to measure compensation cost based on the difference, if any, on the date of the grant, between the market value of the shares and the exercise price (referred to as the "intrinsic value method") over the vesting period. As a result, the Company has recorded stock

37

compensation charges under U.S. GAAP for fiscal years 2003 and 2004, and will have additional charges in 2005, 2006 and 2007 for stock-based compensation and awards granted in fiscal year 2003.

        Prior to fiscal year 2003, the Company expensed stock-based compensation under U.S. GAAP as a result of the issuance of stock options with an exercise price below market value.

Pro forma disclosures

        For awards granted prior to May 1, 2003, U.S. GAAP requires the disclosure of pro forma net earnings and earnings per share information for all outstanding awards as if the Company had accounted for employee stock options under the fair value method.

        The following table presents net earnings and earnings per share information following U.S. GAAP for purposes of pro forma disclosures:

		Year ended April 30,
		2004		2003
Net earnings under U.S. GAAP—as reported above		$	54,848	$	34,658
	Pro forma stock-based compensation expense, net of tax		3,730		5,001
Net earnings—pro forma		$	51,118	$	29,657
Basic net earnings per share under U.S. GAAP—as reported above		$	0.65	$	0.43
	Pro forma stock-based compensation expense per share		0.05		0.06
Basic net earnings per share—pro forma		$	0.60	$	0.37
Diluted net earnings per share under U.S. GAAP—as reported above		$	0.64	$	0.42
	Pro forma stock-based compensation expense per share		0.05		0.06
Diluted net earnings per share—pro forma		$	0.59	$	0.36

Fair values

        The fair values of awards granted were estimated using the Black-Scholes option-pricing model (see note 2). The Black-Scholes model was developed to estimate the fair value of traded options and awards, which have no vesting restrictions, and are fully transferable. The Black-Scholes model requires the input of highly subjective assumptions including the expected stock price volatility and expected time until exercise. Because the Company's employee stock options from those and stock of traded options and awards, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, existing models, including the Black-Scholes model, do not necessarily provide a reliable single measure of the fair value of its employee stock options and stock awards.

b)    Goodwill

        In connection with the Company's annual review of the carrying value of goodwill for the year ended April 30, 2003, a goodwill write-down of $11,509 was recorded under Canadian GAAP in the fourth quarter of fiscal 2003 relating to the Interealty business. Under U.S. GAAP, the carrying value of goodwill was $2,900 lower than the carrying value of goodwill under Canadian GAAP due to the varying tax treatments on the intangible assets, which affected the amount of goodwill. While the new Canadian GAAP section for Income Taxes is substantially harmonized with U.S. GAAP, it was applied prospectively and goodwill was not adjusted, resulting in differing carrying values of goodwill under

38

Canadian and U.S. GAAP. Under U.S. GAAP, the carrying value of goodwill on the consolidated balance sheet would be $111,235 (2003—$73,013).

c)    Asset retirement obligations

        Under U.S. GAAP, the Company adopted a new accounting standard dealing with accounting for asset retirement obligations during the year ended April 30, 2004. This new accounting standard addresses the financial accounting and reporting for legal obligations associated with the retirement of tangible long-lived assets and associated retirement costs and is relatively consistent with Canadian requirements, which the Company adopted under Canadian GAAP (see note 2). The main difference between the two standards is the method of adoption. U.S. GAAP requires that the adoption be treated as a cumulative effect of an accounting change in fiscal 2004, whereas Canadian GAAP allows the financial statements of prior periods to be restated retroactively. The adoption of the standard for U.S. GAAP resulted in the cumulative effect of an accounting change of $736 being charged against earnings for fiscal 2004 and the reversal of a charge under Canadian GAAP of $160 charged against earnings for fiscal 2003.

d)    Intangible assets

        In connection with the acquisition of Comshare, in-process research and development was acquired and capitalized under Canadian GAAP. Under U.S. GAAP, such in-process research and development must be charged to expense at the acquisition date.

e)    Related party transactions

        Accounts receivable and other receivables as at April 30, 2004 included $254 for a loan due from a former officer of the Company in connection with a compensatory arrangement relating to his employment with the Company. The proceeds from the loan were used by the former officer to purchase 250,625 common shares of the Company, which are currently held as collateral. Under Canadian GAAP, the loan is classified as an other receivable. However, under U.S. GAAP, the loan is classified as a reduction of shareholders' equity. As a result, in accordance with U.S. GAAP, current and total assets and shareholders' equity would be reduced by $254.

U.S. GAAP Recent accounting pronouncements

        In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51," which addresses consolidation by business enterprises of variable interest entities ("VIEs") either: (1) that do not have sufficient equity investment at risk to permit the entity to finance its activities without additional subordinated financial support or (2) in which the equity investors lack an essential characteristic of a controlling financial interest. In December 2003, the FASB completed deliberations on proposed modifications to FIN 46 and re-issued FIN 46 ("Revised Interpretation") resulting in multiple effective dates based on the nature as well as the creation date of the VIE. The Revised Interpretation for all VIEs was effective for the Company's fourth quarter of ements of fiscal 2004. For VIEs created after January 31, 2003, the requirements of FIN 46 are effective immediately, and for variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003, the provisions of FIN 46 are effective for the first fiscal year or interim period beginning after June 15, 2003. The Company has not entered into any arrangements with VIEs and has determined that it did not create any material VIEs, including Special Purpose Entities ("SPEs") that have an impact on its financial position, results of operations and cash flows.

        In December 2003, the FASB issued revised Statement of Financial Accounting Standards No. 132 (revised 2003) ("SFAS No. 132(R)"), "Employer's Disclosure about Pensions and Other Post-Retiremention Benefits." SFAS 132(R) revised employers' disclosure about pension plans and other post-retirement benefit plans. SFAS 132(R) requires additional disclosures in annual financial statements about the types of plan assets, investment strategy, measurement dates, plan obligations, cash flows, and components of net periodic benefit cost of defined benefit pension plans and other post-retirement benefit plans. The annual disclosure requirements are effective for fiscal years ending after December 15, 2003. The Company has adopted the disclosure requirements in its Consolidated Financial Statements as disclosed in note 13.

39

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Geac Computer Corporation Limited Consolidated Balance Sheets (in thousands of U.S. dollars)
Geac Computer Corporation Limited Consolidated Statements of Earnings (in thousands of U.S. dollars, except share and per share data)
Geac Computer Corporation Limited Consolidated Statement of Shareholders' Equity For the years ended April 30, 2004 and 2003 (in thousands of U.S. dollars, except share data)
Geac Computer Corporation Limited Consolidated Statements of Cash Flows For the years ended April 30, 2004 and 2003 (amounts in thousands of U.S. dollars)
Geac Computer Corporation Limited Notes to the Consolidated Financial Statements April 30, 2004 and 2003 (in thousands of U.S. dollars, except share and per share data unless otherwise noted)

EX-4

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GEAC COMPUTER CORPORATION LIMITED

CODE OF BUSINESS CONDUCT AND ETHICS

As Approved by the Board of Directors on April 26, 2004

INTRODUCTION

        This Code has been approved by the Geac Computer Corporation Limited Board of Directors (the "Board") to assist all employees, officers, directors, agents and contractors (the "Geac Representatives") of Geac Computer Corporation Limited and each of its direct and indirect subsidiaries (collectively, "Geac") to maintain the highest standards of ethical conduct in corporate affairs. This Code is intended to comply with Canadian securities law requirements, Section 406 of the Sarbanes-Oxley Act of 2002 and the regulations promulgated thereunder and the listing requirements of the Nasdaq Stock Market. Specifically, the purpose of this Code is:

•

to encourage among Geac Representatives a culture of honesty, accountability and mutual respect;



•

to provide guidance to help Geac Representatives recognize ethical issues; and



•

to provide mechanisms to support the resolution of ethical issues.

ADMINISTRATION

        The Board is ultimately responsible for implementation and administration of this Code. The Board has designated a Compliance Officer for the day-to-day implementation and administration of this Code. From time to time, the Board may change this designation and may also designate one or more Assistant Compliance Officers to fill in at times when the Compliance Officer may be otherwise unavailable, such as during his or her vacation. The Board's current designations, together with contact information, are set out in Schedule A to this Code. Geac Representatives should direct questions concerning this Code to the Compliance Officer.

        While this Code is designed to provide helpful guidelines, it is not intended to address every situation. Dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether such conduct is specifically referenced in this Code. Geac Representatives should conduct their business affairs in such a manner that Geac's reputation will not be impugned if the details of their dealings should become a matter of public discussion. Geac Representatives shall not engage in any activity that adversely affects the reputation or integrity of Geac.

        It is not intended that there be any waivers granted under the Code. In the unlikely event that a waiver is considered and granted, it must receive prior approval by the Board if it includes a director or an executive officer, or by the Board or the President and Chief Executive Officer of Geac Computer Corporation Limited (the "Chief Executive Officer") in the case of any other Geac Representative. In such circumstances, any waivers or amendments will be disclosed promptly in accordance with applicable securities laws and Geac's Disclosure Policy.

        If laws or other policies and codes of conduct differ from this Code, or if there is a question as to whether this Code applies to a particular situation, Geac Representatives should check with the Compliance Officer before acting. If there are any questions about any situation, Geac Representatives should ask the Compliance Officer how to handle the situation. However, every supervisor and manager is responsible for helping employees to understand and comply with the Code.

        Geac will take such disciplinary or preventive action as it deems appropriate to address any existing or potential violation of this Code brought to its attention. Any Geac Representative in a situation that he or she believes may violate or lead to a violation of this Code should follow the compliance procedures described in the section entitled "Reporting of Violations Procedure" below.

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OVERVIEW

        It is the policy of Geac to apply high standards of courtesy, professionalism and honesty in our interactions with customers, shareholders, suppliers, co-workers and the community.

        This Code governs the business-related conduct of all Geac Representatives, including, but not limited to, the Chief Executive Officer and the Chief Financial Officer and all other officers and employees of Geac.

COMPLIANCE WITH LAWS

        A variety of laws apply to Geac and its operations. It is Geac's policy to comply with all applicable laws, including employment, discrimination, health, safety, antitrust, securities, banking and environmental laws. No Geac Representative has authority to violate any law or to direct another Geac Representative or other person to violate any law on behalf of Geac. Each Geac Representative is expected to comply with all such laws, as well as rules and regulations adopted under such laws.

        Violations of laws may subject a Geac Representative to individual criminal or civil liability, as well as to discipline by Geac. Such individual violations may also subject Geac to civil or criminal liability or the loss of reputation or business.

        Many of the laws applicable to Geac and Geac Representatives are complex and fact specific. If any Geac Representative has questions concerning a specific situation, he or she should contact the Compliance Officer before taking any action.

CONFLICTS OF INTEREST

        Geac Representatives are expected to make or participate in business decisions and actions in the course of their relationship with Geac based on the best interests of Geac and not based on personal relationships or benefits. A conflict of interest, which can occur or appear to occur in a wide variety of situations, may compromise a Geac Representative's business ethics.

        Generally speaking, a conflict of interest occurs when the personal interest of a Geac Representative, an immediate family member of a Geac Representative or a person with whom a Geac Representative has a close personal relationship interferes with, or has the potential to interfere with, the interests or business of Geac. For example, a conflict of interest may occur where a Geac Representative, his or her family member or person with whom he or she has a close personal relationship receives a gift, a unique advantage or an improper personal benefit as a result of the Geac Representative's position at Geac. A conflict of interest could make it difficult for a Geac Representative to perform corporate duties objectively and effectively because he or she is involved in a competing interest.

        The following is a discussion of certain common areas that raise conflict of interest issues. However, a conflict of interest can occur in a variety of situations. Geac Representatives must be alert to recognize any situation that may raise conflict of interest issues and must disclose to the Compliance Officer any material transaction or relationship that reasonably could be expected to give rise to actual or apparent conflicts of interest with Geac.

Outside Activities/Employment

        Any outside activity must not significantly encroach on the time and attention Geac Representatives devote to their duties for Geac and should not adversely affect the quality or quantity of their work. In addition, Geac Representatives may not imply Geac's sponsorship or support of any outside activity that is not official Geac business, and under no circumstances are Geac Representatives permitted to take for themselves or their family members business opportunities that are discovered or

3

made available by virtue of their positions at Geac. Moreover, except as permitted by the following paragraph or by the Board, the Chairman of the Corporate Governance Committee or the Compliance Officer, no Geac employee may perform services for or have a financial interest in any entity that is, or to such employee's knowledge may become, a vendor, client or competitor of Geac. Geac employees are prohibited from taking part in any outside employment or directorships without the prior written approval of the Chief Executive Officer or the Compliance Officer, except for minor and unrelated employment and for directorships on charitable Boards that in each case do not interfere with the employee's duties to Geac.

        No Geac employee may acquire securities of a customer, supplier or other party if ownership of the securities would be likely to affect adversely either the employee's ability to exercise independent professional judgment on behalf of Geac or the quality of such employee's work.

        Geac Representatives must always follow Geac's other policies concerning the trading of securities, including those further described in this Code.

Civic/Political Activities

        Geac Representatives are encouraged to participate in civic, charitable or political activities so long as such participation does not encroach on the time and attention they are expected to devote to their Geac-related duties. Such activities are to be conducted in a manner that does not create an appearance of Geac's involvement or endorsement.

Inventions, Books and Publications

        Geac Representatives must receive written permission from the Chief Executive Officer or the Compliance Officer before developing, outside of Geac, any products, software or intellectual property that may be related to Geac's current or potential business.

Loans to Executive Officers and Directors

        Geac will not make loans or extend credit guarantees to or for the personal benefit of executive officers or directors.

        Any Geac Representative who becomes aware of a conflict or potential conflict should bring it to the attention of the Compliance Officer or follow the compliance procedures described in the section entitled "Reporting of Violations Procedure" below.

        Transactions as defined in applicable securities regulations between related parties will not be conflicts of interest under this Code if they are reviewed and approved in accordance with the requirements of those regulations.

BRIBERY AND OTHER IMPROPER PAYMENTS

        No Geac Representative may, directly or indirectly, give, offer, demand, solicit or accept a bribe to or from anyone in the course of conducting business on behalf of Geac, including in order to obtain or retain business, or for any other advantage.

        No Geac Representative may, directly or indirectly, give, offer, demand, solicit or accept any improper payment to or from anyone in the course of conducting business on behalf of Geac, including in order to obtain or retain business, or for any other advantage. Improper payments include, without limitation, any gift, gratuity, reward, advantage or benefit of any kind (monetary or non-monetary).

        For greater certainty, a third party intermediary, such as an agent or family member, cannot be used to further any bribe or improper payment or otherwise violate the spirit of this Code.

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Dealings with Government and Public Officials

        Geac strictly prohibits any payment to any public official that violates the laws of any jurisdiction in which Geac operates.

        Geac strictly prohibits any Geac Representative from giving, offering, promising, demanding, soliciting or receiving, directly or indirectly, any bribe or improper payment, using corporate or personal funds, to or from public officials of any government or governmental agency for the purpose of obtaining or retaining business, or for any other reason. Any offer of or request for any bribe or improper payment must be reported to the Compliance Officer.

        Geac strictly prohibits any person from making any payment if such person knows or reasonably believes that all or a portion of the payment will be offered, given or promised, directly or indirectly, to any public official of any government or governmental agency for the purposes of assisting Geac in obtaining or retaining business.

        Public officials include, without limitation:

•

political parties or officials thereof, political candidates and elected or appointed representatives of any government or governmental agency holding a legislative, administrative or judicial position at any level;



•

a person who performs public duties or functions, including a person employed by a board, commission, corporation or other body or authority that is established to perform a duty or function on behalf of the government, or is performing such a duty or function; and



•

an official or agent of a public international organization that is formed by two or more states or governments, or by two or more such public international organizations.

        For greater certainty, Geac may make contributions to political parties or committees or to individual politicians only in accordance with applicable law and all such payments must be reported to the Compliance Officer.

Gifts and Business Courtesies

        Geac strictly prohibits any payment to any person that violates the laws of any jurisdiction in which Geac operates.

        Except to the extent specifically permitted below, Geac strictly prohibits any person from giving, offering, promising, demanding, soliciting or receiving, directly or indirectly, a gift, using corporate or personal funds, that could influence or reasonably give the appearance of influencing Geac's business relationship with another person. Any offer of or request for such a gift must be reported to the Compliance Officer.

Exceptions

        Geac does not prohibit the giving or receiving of gifts of nominal or token value to or from non-government suppliers and customers, provided that they are not for the express purpose of obtaining or retaining business or some other advantage for Geac and provided that they are otherwise lawful.

        Geac does not prohibit expenditures of amounts for meals, entertainment and travel expenses in connection with Geac customer conferences and other promotional activities for non-government suppliers and customers that are ordinary and customary business expenses, if they are otherwise lawful. These expenditures should be included on expense reports and approved pursuant to Geac's standard procedures.

5

        Gifts include, without limitation, material goods, as well as services, promotional premiums and discounts.

        Geac does not prohibit the giving or receiving of rewards, advantages or benefits that are permitted or required under the written laws of a government for which a public official performs duties or functions.

        Geac does not prohibit payments made that are otherwise lawful in respect of reasonable expenses incurred in good faith by or on behalf of the public official that are directly related to the promotion, demonstration or explanation of Geac's products and services, or the execution or performance of a contract between Geac and the government for which the official performs duties or functions.

        Geac does not prohibit facilitation payments that are otherwise lawful. Facilitation payments are payments made to expedite or secure the performance by a public official of any act of a routine nature that is part of the public officials' duties or functions, including:

•

the issuance of a permit, license or other documents to qualify a person to do business;



•

the processing of official documents, such as visas and work permits;



•

the provision of services normally offered to the public, such as mail pick-up and delivery, telecommunication services and power and water supply; and



•

the provision of services normally provided as required, such as police protection, loading and unloading of cargo, the protection of perishable products or commodities from deterioration or the scheduling of inspections related to contract performance or transit of goods.

        Any facilitation payments must be recorded as such in the accounting records of Geac. Further, such facilitation payments shall not exceed the fees lawfully required by the public official for the function requested. For greater certainty, an act of routine nature does not include a decision to award new business or to continue business with a particular party, including a decision on the terms of that business, or encouraging another person to make any such decisions.

        Caution should be exercised with respect to these exceptions. If there is any doubt as to the legitimacy of a payment under this policy or under any law, advice should be sought from the Compliance Officer.

PUBLIC DISCLOSURES

        Geac has an obligation in compliance with applicable laws to make full, fair, accurate, timely and understandable disclosure in its financial records and statements, in reports and documents that it files with or submits to securities regulatory authorities and in its other public communications.

        In furtherance of this obligation, each Geac Representative in performing his or her duties shall act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one's independent judgment to be subordinated, in order to ensure that to the best of his or her knowledge Geac's books, records, accounts and financial statements are maintained accurately and in reasonable detail, appropriately reflect Geac's transactions, are honestly and accurately reflected in its publicly available reports and communications and conform to applicable legal requirements and Geac's system of internal controls, including Geac's Disclosure Policy.

HANDLING OF CONFIDENTIAL INFORMATION

        In addition to the restrictions regarding material non-public information set forth in the Disclosure Policy, Geac Representatives should observe the confidentiality of information that they acquire by virtue of their relationship with Geac, including information concerning Geac and its customers, suppliers and competitors and other Geac Representatives, except where disclosure is approved by an

6

executive officer of Geac or otherwise legally mandated. In addition, Geac Representatives must safeguard proprietary information, which includes information that is not generally known to the public and has commercial value in Geac's business. Proprietary information includes, among other things, business methods, analytical tools, software programs, source and object codes, trade secrets, ideas, techniques, inventions (whether patentable or not) and other information relating to economic analysis, designs, algorithms and research. It also includes information relating to marketing, pricing, clients, and terms of compensation for Geac Representatives. The obligation to preserve proprietary information continues even after employment ends. In addition to violating this Code and Geac policy, unauthorized use or distribution of proprietary information could also be illegal and result in civil or even criminal penalties. Geac considers its intellectual property and confidential information important assets and may bring suit against employees or former employees to defend its rights vigorously.

USE OF GEAC ASSETS

        Geac assets, including facilities, funds, materials, supplies, time, information, intellectual property, software, corporate opportunities and other assets owned or leased by Geac, or that are otherwise in Geac's possession, may be used only for legitimate business purposes of Geac. Geac assets are not to be misappropriated, loaned to others, donated, sold or used for personal use, except for any activities that have been approved in writing by the Chief Executive Officer or the Compliance Officer in advance, or for personal usage that is minor in amount and reasonable. Geac Representatives are to report any theft or suspected theft to the Compliance Officer. No Geac Representative should knowingly invoke a program or code that could damage Geac's assets.

FAIR DEALING

        Each Geac Representative should deal fairly and in good faith with other Geac Representatives, security holders, customers, suppliers, regulators, business partners and competitors. No Geac Representative may take unfair advantage of anyone through manipulation, concealment, misrepresentation, inappropriate threats, fraud, abuse of confidential information or any other intentional unfair-dealing practice.

DELEGATION OF AUTHORITY

        Each Geac Representative, and particularly each of Geac's executive officers, must exercise reasonable care to ensure that any permitted delegation of authority is reasonable and appropriate in scope, and includes appropriate and continuous monitoring.

HEALTH AND SAFETY

        Geac strives to provide each Geac Representative with a safe and healthy work environment. Each Geac Representative has responsibility for maintaining a safe and healthy workplace for all Geac Representatives by following safety and health rules and practices and promptly reporting accidents, injuries and unsafe equipment, practices or conditions.

        Violence and threatening behaviour will not be tolerated. Geac Representatives should report to work in condition to perform their duties, free from the influence of illegal drugs or excessive alcohol. The use of illegal drugs in the workplace will not be tolerated.

DISCRIMINATION AND HARASSMENT

        The diversity of Geac Representatives is a tremendous asset. Geac is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples of conduct that will not be tolerated include derogatory comments based on racial, ethnic or religious characteristics and unwelcome sexual advances.

7

REPORTING OF VIOLATIONS PROCEDURE

General Policy Regarding Report of Violations

        Geac Representatives who observe, learn of, or, in good faith, suspect a violation of this Code must immediately report the violation to the Compliance Officer (or to the Chairman of the Corporate Governance Committee of the Board of Directors). Geac Representatives who report violations or suspected violations in good faith will not be subject to retaliation of any kind. Reported violations will be investigated and addressed promptly and will be treated confidentially to the extent possible. A violation of this Code may result in disciplinary action, which may include termination of a Geac Representative's relationship with Geac.

Complaint Procedure

Notification of Complaint

        Geac Representatives who observe, learn of or, in good faith, suspect a violation of this Code must report the violation immediately to the Compliance Officer, or if for some reason the Geac Representative is uncomfortable reporting the violation to the Compliance Officer (such as if the violation may involve the Compliance Officer), to the Chairman of the Corporate Governance Committee of the Board of Directors. Whenever practical, the complaint should be made in writing. It is unacceptable to submit a complaint knowing it is false.

Investigation

        Reports of violations will be investigated under the supervision of the Compliance Officer. Relevant corporate records will be reviewed and pertinent Geac Representatives and others may be interviewed in order to determine the existence and extent of any violation. Geac Representatives are expected to cooperate in the investigation of reported violations. The Compliance Officer shall report on the fact of the commencement of an investigation and the conclusions of the investigation to the Chief Executive Officer and the Chairman of the Corporate Governance Committee.

Confidentiality

        Except as may be required by law or the requirements of the resulting investigation, the Compliance Officer and others conducting the investigation shall not disclose the identity of anyone who reports a suspected violation if anonymity is requested. Except as may be required by law or the requirements of the resulting investigation, all reports of violations and related consultations will be kept confidential to the extent possible under the circumstances.

Protection Against Retaliation

        Retaliation in any form against an individual who reports an alleged violation of this Code, even if the report is mistaken, may itself be a violation of law and is a serious violation of this Code. Any alleged act of retaliation must be reported immediately to the Compliance Officer. If determined to have in fact occurred, any act of retaliation will result in appropriate disciplinary action, which may include termination of the Geac Representative.

COMPLIANCE

Adherence to Code; Disciplinary Action

        All Geac Representatives have a responsibility to understand and follow this Code. In addition, all Geac Representatives are expected to perform their work with honesty and integrity in all areas not specifically addressed in this Policy. Geac will discipline any Geac Representative who violates this

8

Code or related practices. The determination of the appropriate discipline will be made by the Chief Executive Officer of Geac in consultation with the Chairman of the Corporate Governance Committee or by the Board of Directors. Such discipline may include, among other things, written notice to the Geac Representative that Geac has determined that there has been a violation, censure by Geac, demotion or re-assignment, suspension with or without pay or benefits, or termination of the Geac Representative's relationship with Geac.

        Records of all violations of this Code and the disciplinary action taken will be maintained by the Compliance Officer and will be placed in the Geac Representative's personnel file.

        Geac will notify and cooperate with the police or other governmental authorities regarding acts of Geac Representatives involving violations of law. In addition, some violations may result in Geac bringing suit against employees or former employees to defend its rights vigorously.

Communications

        Geac strongly encourages dialogue among Geac Representatives and their supervisors to make everyone aware of situations that give rise to ethical questions and to articulate acceptable ways of handling those situations.

        The Compliance Officer shall provide a report to the Board at least quarterly on investigations and other significant matters arising under this Code.

Responsibility of Senior Employees

        Officers and other managerial employees are expected to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. Managerial employees may be disciplined if they condone misconduct, do not report misconduct, do not take reasonable measures to detect misconduct or do not demonstrate the appropriate leadership to insure compliance.

RELATED GEAC POLICIES

        This Code should be read in conjunction with Geac's other related policy documents, including the Disclosure Policy. This Code supplements, but does not supersede, any contractual obligation any person may have under the terms of any agreements with Geac. This Code is not intended to create any contract (express or implied) with any person, including, without limitation, any employment or consulting contract, or to constitute any promise that a person's employment or consulting arrangement will not be terminated except for cause.

APPROVAL; AMENDMENT

        This Code was approved and adopted by the Board of Directors of Geac Computer Corporation Limited on April 26, 2004. Geac is committed to reviewing and updating its policies and procedures on a continuing basis. Therefore, this Code may be revised, changed or amended at any time by the Board of Directors. Any amendment to the Code will be disclosed promptly to Geac Representatives and will be disclosed publicly in accordance with applicable securities laws.

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* * * * *

Schedule A

        The Board has made the following designations:

        As Compliance Officer:

Craig C. Thorburn
Senior Vice President, Mergers & Acquisitions, and Corporate Secretary
Geac Computer Corporation Limited
11 Allstate Parkway
Suite 300
Markham, Ontario
L3R 9T8

Telephone: 416.863.2965
Facsimile: 416.863.2653
Email: craig.thorburn@geac.com

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GEAC COMPUTER CORPORATION LIMITED CODE OF BUSINESS CONDUCT AND ETHICS

EX-5

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Pricewaterhouse Coopers LLP
PO Box 82
Royal Trust Tower, Suite 3000
Toronto Dominion Centre
Toronto, Ontario
Canada M5K 1G8
Telephone +1 416 863 1133
Facsimile +1 416 365 8215

CONSENT OF INDEPENDENT ACCOUNTANTS

        We hereby consent to the incorporation by reference in this Annual Report on Form 40-F of Geac Computer Corporation Limited of our report dated June 28, 2004 relating to the consolidated financial statements of Geac Computer Corporation Limited, which appears in the Annual Report to Shareholders.

/s/ PricewaterhouseCoopers LLP
Chartered Accountants

Toronto, Canada
June 28, 2004

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CONSENT OF INDEPENDENT ACCOUNTANTS

EX-6

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Exhibit 6

CERTIFICATION

I, Charles S. Jones, President and Chief Executive Officer, certify that:

1.

I have reviewed this annual report on Form 40-F of Geac Computer Corporation Limited;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.

The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

[Paragraph omitted in accordance with SEC transition instructions contained in SEC Release No. 34-47986];

(c)

evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

(d)

disclosed in this report any changes in the issuer's internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and

5.

The issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (and persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.

Date: August 19, 2004

/s/  CHARLES S. JONES Charles S. Jones
President and Chief Executive Officer

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Exhibit 6

EX-7

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Exhibit 7

CERTIFICATION

I, Donna de Winter, Chief Financial Officer, certify that:

1.

I have reviewed this annual report on Form 40-F of Geac Computer Corporation Limited;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.

The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

[Paragraph omitted in accordance with SEC transition instructions contained in SEC Release No. 34-47986];

(c)

evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

(d)

disclosed in this report any changes in the issuer's internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and

5.

The issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (and persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.

Date: August 19, 2004

/s/  DONNA DE WINTER Donna de Winter
Chief Financial Officer

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Exhibit 7

CERTIFICATION

EX-8

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Exhibit 8

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        In connection with the annual report of Geac Computer Corporation Limited (the "Company") on Form 40-F for the fiscal year ended April 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Charles S. Jones, President and Chief Executive Officer of the Company, and Donna de Winter, Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to our knowledge, that:

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:
	/s/  CHARLES S. JONES Charles S. Jones President and Chief Executive Officer
By:
	/s/  DONNA DE WINTER Donna de Winter Chief Financial Officer
August 19, 2004

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Exhibit 8