-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HpKYg7CQDkNkrn0jahO2RQJw9Cmavc3lVlnYi5g6dBFToeCXv+9TDBPB4t5ACVx8 1o+CPMV2QarTv3cwea2HdQ== 0001047469-05-020156.txt : 20050727 0001047469-05-020156.hdr.sgml : 20050727 20050727165837 ACCESSION NUMBER: 0001047469-05-020156 CONFORMED SUBMISSION TYPE: 40-F PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20050430 FILED AS OF DATE: 20050727 DATE AS OF CHANGE: 20050727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEAC COMPUTER CORP LTD CENTRAL INDEX KEY: 0001145047 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 40-F SEC ACT: 1934 Act SEC FILE NUMBER: 000-50568 FILM NUMBER: 05977973 BUSINESS ADDRESS: STREET 1: 11 ALLSTATE PARKWAY STREET 2: SUITE 300 CITY: MARKHAM ONTARIO CANADA L3R 9T8 STATE: A6 ZIP: 00000 BUSINESS PHONE: 9059403704 40-F 1 a2161321z40-f.htm FORM 40-F
QuickLinks -- Click here to rapidly navigate through this document

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, 2005

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: 86,377,012 as of April 30, 2005

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

Exhibit Index on Page 7

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, 2005 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.

NOTICES PURSUANT TO RULE 104 OF REGULATION BTR

None.

AUDIT COMMITTEE FINANCIAL EXPERT

The Registrant's Board of Directors has determined that each of William G. Nelson and Robert L. Sillcox is an "audit committee financial expert" (as defined General Instruction B(8)(b) to Form 40-F). Mr. Nelson and Mr. Sillcox are each 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 all employees, including 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, 2005		Fiscal Year Ended April 30, 2004
Audit Fees⁽¹⁾	$	2,543	$	2,455
Audit-Related Fees⁽²⁾	$	88	$	—
Tax Fees⁽³⁾	$	597	$	817
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, 2005 or April 30, 2004 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.

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, 2005 and 2004, the only commitments held by the Registrant that are not reflected in its balance sheets are commitments for operating leases, uncollateralized guaranties and uncollateralized letters of credit. The Registrant's commitments with respect to its operating leases are disclosed in note 16 to its FY 2005 audited 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, 2005, the Registrant's known contractual obligations, aggregated by type of contractual obligation as set forth below (in thousands 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		$	48,584	$	15,100	$	17,165	$	8,611	$	7,708
Capital lease obligation		$	5,054	$	424	$	953	$	1,113	$	2,564
Employee future benefit payments		$	50,632	$	637	$	1,354	$	1,568	$	47,073
	Total obligations	$	104,270	$	16,161	$	19,472	$	11,292	$	57,345

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 follows home country practice in lieu of any qualitative listing requirement to disclose in its annual reports filed with the Commission that it does not follow such listing requirement 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. Additionally, the Registrant was granted an exemption from the requirement to obtain shareholder approval prior to the issuance of designated securities in

connection with the adoption of its trustee-assisted Restricted Share Unit Plan. In lieu of adhering with the Nasdaq requirement to obtain shareholder approval, the Registrant adhered to the accepted practice in Canada that public corporations not seek shareholder approval for such a plan.

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 has previously filed a Form F-X with the Commission in connection with its Common Shares.

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/ JONATHAN D. SALON Name: Jonathan D. Salon Title: Vice President and Deputy General Counsel
		Date: July 27, 2005

EXHIBIT INDEX

Exhibit Number		Description
99.1		Renewal Annual Information Form for the fiscal year ended April 30, 2005.
99.2		Management's Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended April 30, 2005.
99.3		Audited Consolidated Financial Statements for the fiscal year ended April 30, 2005 (including a reconciliation to US GAAP at Note 25).
99.4		Code of Business Conduct and Ethics.
99.5		Consent of PricewaterhouseCoopers LLP.
99.6		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
99.7		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
99.8		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.

QuickLinks

DOCUMENTS PROVIDED PURSUANT TO GENERAL INSTRUCTIONS
FORWARD-LOOKING STATEMENTS
CONTROLS AND PROCEDURES
NOTICES PURSUANT TO RULE 104 OF REGULATION BTR
AUDIT COMMITTEE FINANCIAL EXPERT
CODE OF ETHICS
PRINCIPAL ACCOUNTANT FEES AND SERVICES
OFF-BALANCE SHEET ARRANGEMENTS
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
IDENTIFICATION OF THE AUDIT COMMITTEE
NASDAQ STOCK MARKET CORPORATE GOVERNANCE DISCLOSURES
UNDERTAKING AND CONSENT TO SERVICE PROCESS
SIGNATURES
EXHIBIT INDEX
EX-99.1 2 a2161321zex-99_1.htm EXHIBIT 99.1
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.1

Geac Computer Corporation Limited

RENEWAL ANNUAL INFORMATION FORM

FOR THE FISCAL YEAR ENDED APRIL 30, 2005

July 27, 2005

Table of Contents

			Page
FORWARD-LOOKING STATEMENTS AND DEFINITIONS			2
INCORPORATION			2
SUBSIDIARIES			3
GENERAL DEVELOPMENT OF THE BUSINESS			3
DESCRIPTION OF THE BUSINESS			7
	General Overview		7
	Our Products and Services		8
		Enterprise Application Systems	8
		Industry Specific Applications	11
	Distribution of Products		12
	Competitive Conditions		13
	Product Development		13
	Intellectual Property		14
	Business Cycles		14
	Human Resources		16
	Foreign Operations		16
	Reorganizations		16
RISK FACTORS			16
DIVIDEND POLICY			17
DESCRIPTION OF CAPITAL STRUCTURE			17
	Common Shares		17
	Preference Shares		17
	Shareholder Protection Rights Plan		18
MARKET FOR SECURITIES			18
DIRECTORS AND EXECUTIVE OFFICERS			19
LEGAL PROCEEDINGS			25
INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS			25
TRANSFER AGENT AND REGISTRAR			25
INTERESTS OF EXPERTS			25
AUDIT COMMITTEE			26
AUDIT FEES			27
ADDITIONAL INFORMATION			28

RENEWAL ANNUAL INFORMATION FORM
Geac Computer Corporation Limited

Information is provided as at July 27, 2005, unless otherwise specified.

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 2005 Management Discussion and Analysis dated June 22, 2005, 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," the "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. 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, Geac Computer Corporation Limited amalgamated with Geac Canada Limited, its wholly owned subsidiary.

Effective October 31, 1997, Geac Computer Corporation Limited's common shares were split two for one.

On May 1, 1992, Geac Computer Corporation Limited amalgamated with Geac European Holdings Corporation, its wholly owned subsidiary.

On May 1, 1988, Geac Computer Corporation Limited amalgamated with Geac Computers International Inc., its wholly owned subsidiary.

Prior to May 1, 1988, the articles of Geac Computer Corporation Limited were amended, among other things, to subdivide the common shares of Geac Computer Corporation Limited, 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, Geac Computer Corporation Limited was continued under the Canada Business Corporations Act, after the authorized capital of Geac Computer Corporation Limited had been increased by supplementary letters patent issued November 20, 1975.

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

The head office and registered office of Geac Computer Corporation Limited is located at 11 Allstate Parkway, Suite 300, Markham, Ontario, L3R 9T8.

SUBSIDIARIES

Geac Computer Corporation Limited has approximately 64 direct and indirect wholly owned subsidiaries. The following is a list of the significant subsidiaries of Geac Computer Corporation Limited as at April 30, 2005:

NAME	JURISDICTION OF INCORPORATION/ ORGANIZATION	PERCENTAGE OF SECURITIES OWNED*
Geac Enterprise Solutions, Inc.	Georgia, USA	100	%
Geac Performance Management, Incorporated	Michigan, USA	100	%
Geac Performance Management (U.S.), Inc.	Michigan, USA	100	%
Geac Software Solutions Limited	United Kingdom	100	%
Geac Enterprise Solutions Limited	United Kingdom	100	%
Geac Performance Management Limited	United Kingdom	100	%
Geac France SAS	France	100	%

*held directly or indirectly

Certain subsidiaries have been omitted from the table above, due to the fact that, as of April 30, 2005, each represents not more than 10% of our consolidated assets and not more than 10% of our consolidated sales and operating revenues, and, taken in the aggregate, all of the omitted subsidiaries represent less than 20% of our total consolidated assets and total consolidated sales and operating revenues.

GENERAL DEVELOPMENT OF THE BUSINESS

Although we view the chief financial officer of a business as our principal customer, we sell to others in an organization who are responsible for one or more of these elements in the financial value chain, including the chief information officer or CIO. Our software applications and services include cross-industry Enterprise Application Systems ("EAS") and Industry Specific Applications ("ISA"). Our EAS group serves large and mid-sized enterprises around the world by providing software systems that address transactional activities and business processes, and that monitor, measure and manage business performance. These offerings include financial administration and human resources functions, expense management, time capture, compliance, budgeting, forecasting, financial consolidation, management reporting and analysis, and enterprise resource planning ("ERP") applications. Our ISA group provides industry-specific business applications for the local government, library, real estate, construction, property management, restaurants and public safety marketplaces, including integrated EAS products for certain of these vertical markets.

Geac Performance Management ("GPM") is our integrated product suite that is designed to enable companies to manage data efficiently, accurately and on a timely basis to enable more effective operational decisions. GPM's more sophisticated features are designed to allow companies to tighten the link between business strategy formulation and operational execution by measuring progress and tracking results. Our GPM products are reported as components of our EAS business segment; however, as we continue to integrate our GPM products into certain of our ISA products, our segmentation may evolve through the course of FY 2006.

In addition to these software applications, we offer a broad range of professional services related to our software including application hosting, consulting, implementation and integration services, 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.

Three-Year History

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 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 and short-term investment position, excluding restricted cash, increased from $73.6 million at the end of FY 2002 to $89.8 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 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 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 and the fair value of the purchase warrants of $1.1 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 March 6, 2003 acquisition of 100% of the common shares of California-based Extensity, Inc. ("Extensity"), a leading software applications provider of solutions to automate employee-based financial systems. The purchase price was approximately $50.3 million, consisting of $43.4 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 our 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 Corporation's 2003 Annual Report.

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

Dispositions

There were no dispositions made in FY 2003.

Fiscal Year 2004

In FY 2004 we focused on growing our business through the execution of our "Build, Buy, and Partner" initiatives 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 also 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 ongoing effort on which we continue to focus currently. We also took the first of several steps to consolidate our numerous legal entities (many of which were acquired or organized in connection with legacy acquisitions).

Effective May 1, 2003 we began reporting our results in U.S. dollars since U.S. dollar-denominated operations represented 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 14, 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.

Dispositions

There were no significant dispositions made in FY 2004.

Fiscal Year 2005

During FY 2005 we continued to execute on our strategic objectives of increasing new software license revenue from existing and new customers, particularly in growth markets such as the Business Performance Management arena. New software license revenue is critical to our growth as it generates professional services revenue and ongoing support revenue. We believe that by continuing to "Build, Buy and Partner" to execute this strategy, we may increase software license revenue growth and decrease support revenue attrition. We expanded the reach of our GPM products through sales on a stand-alone basis to customers who use non-Geac ERP systems and by integrating these products into several of our core ERP products, including Anael, Enterprise Server, Smartstream and System21. In FY 2005, revenue generated from our GPM product suite represented approximately 16% of our total revenue.

With respect to product development, in FY 2005 we released an assortment of other internally developed products including, SmartSeries 5.3, Vubis Smart 2.3, Anael RH, SmartStream 7.0, and AMSI's eFinancials. We also released Geac Compliance Management 2.1 and the latest version of our Expense Management application, which now includes full Web-enabled Travel Planning functionality. As part of our GPM suite of products, we released MPC 6.5 and we also released Production Reporting for third-party products including Microsoft SQL Server Reporting Services to address our customers' complex reporting requirements. Overall, sales of internally developed new products contributed significantly to our software license revenue growth in the fourth quarter of FY 2005. Software license revenue for the fourth quarter of FY 2005 increased 21.1% from software license revenue recognized during the fourth quarter of FY 2004.

Geac also continued to expand many of its products into new geographic markets in FY 2005. For example, during FY 2005 we made our first sale of Geac Strategy Management in the Asia-Pacific region and the first sale of our Vubis Smart product (originally developed for the European market) into the North American market.

Throughout FY 2005, we continued our efforts to identify potential acquisition candidates with complementary products that would expand our client base or augment our product offerings. These include acquisitions targeted at expanding our GPM business, as well as acquisitions of other ERP vendors with the potential to increase sales to existing and new customers by providing access into new markets. Despite our ongoing efforts, however, many recent acquisitions in the software industry in general have occurred at high valuations, making it difficult for Geac to find acquisitions that are both strategic and accretive. However, our recently improved sales of new products resulting from research and development may enable us to expand the justifiable horizons upon which we might value acquisitions. Given the relative sizes of the existing components of our business, we currently expect meaningful revenue growth will be dependent on acquisitions. We believe that if we successfully execute our growth strategy this dependency could diminish over time when the organic growth of a larger software license revenue stream outpaces the loss of revenue due to maintenance attrition and our planned reduction in hardware sales.

We have also been working to increase the breadth and depth of our partnership relationships in order to be successful in executing our growth strategy, including our alliance with American Express Tax and Business Services, Inc., which now offers GPM to its North American customers. We believe that we need to increase significantly the breadth and depth of our partner relationships worldwide in order to be successful in contributing to our growth strategy. We continue to evaluate opportunities with various partners for distribution of our products worldwide and the associated implementation opportunities.

FY 2005 also saw continued success in our efforts to maintain cost-efficiencies. Employee headcount decreased by approximately 100 from approximately 2,300 employees at the end of FY 2004 to approximately 2,160 employees at the end of FY 2005. At the same time, we increased spending on

attracting and retaining effective sales personnel who are focused on obtaining new customers and generating software license sales growth.

With respect to financial developments, low-margin hardware revenue was reduced significantly during FY 2005 as we continued to de-emphasize this lower margin business. We also experienced an increase in gross profit for FY 2005 as a result of improved gross margins on each revenue line, reduced costs and displacement of lower margin hardware revenue by higher margin software, support and services revenue. The improvement in the gross profit on software license revenue resulted from an increase in direct sales as a percentage of total sales. We achieved this improvement, despite increases in software costs associated with royalty payments that we made in connection with the sale of certain of our products in which we incorporate third-party technology.

In FY 2005 we were successful in reducing attrition of support revenue in our legacy EAS business segment to less than 10% (excluding the effect of foreign currency exchange rates). We believe that this resulted in part from several new product releases and product integrations.

We also successfully generated cash from operations throughout FY 2005, resulting in $188.2 million of cash and short-term investments on our balance sheet—a $75.7 million increase over our fiscal year-end cash and short-term investments position in 2004. This strong cash position should assist us in accomplishing our growth strategy as we continue to examine acquisition opportunities that would enhance our existing product lines, expand our customer base and build our total revenue

In addition, as part of our long-term equity incentive program for management, in FY 2005 we adopted a Restricted Share Unit Plan and have funded fully the Restricted Share Units ("RSUs") granted to date under that plan. These RSUs will vest over the next three years and were funded through open market purchases of Geac shares totaling 1,358,250 shares, which are currently held in trust for our employee recipients until their RSUs have vested. Because the RSUs are funded by open-market share purchases, the impact of such grants is not dilutive to Geac shareholders as would be the case with new stock option grants, which require us to issue new shares when the options are exercised.

Acquisitions

There were no acquisitions made during FY 2005.

Dispositions

There were no dispositions made in FY 2005.

Subsequent Events

There have been no material events subsequent to the end of our FY 2005.

DESCRIPTION OF THE BUSINESS

General Overview

We are a global provider of application software and a broad range of professional services for businesses and governmental bodies. Geac provides customers worldwide with financial and operational technology that improves business performance by enhancing management's ability to measure and to analyze more dynamically a company's performance and increasing the flow of information to foster more-informed, real-time decisions. 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.

We currently report our products and services in two primary segments:

•: Enterprise Application Systems ("EAS"), which include enterprise-level business applications and professional services for large and mid-sized companies across multiple industries to help them monitor, measure and manage their businesses' performance. These offerings include financial administration and human resources functions, expense management, time capture, compliance, budgeting, forecasting, financial consolidation, strategy management, management reporting and analysis, and ERP applications.
•: Industry Specific Applications ("ISA"), which include industry-specific business applications and professional services for the local government, library, real estate, construction, property management, restaurants and public safety marketplaces.

For FY 2005, we continued to manage and report our business in two major business segments: EAS and ISA. Although these two business segments are reported and tracked separately, our ISA product offerings include integrated EAS products for certain of these vertical markets. Our GPM products are reported as components of our EAS business segment; however, as we continue to integrate our GPM products into certain of our ISA products, our segmentation may evolve through the course of FY 2006.

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. Our services are provided on-site at various customer locations, as well as remotely through various means, including call-center support services, web-hosting services and off-site development services.

Enterprise Application Systems

In FY 2005 Enterprise Applications Systems accounted for approximately 79.2% of our total revenues compared to approximately 78.9% in FY 2004. Our EAS group serves large, often global, enterprises, as well as smaller, middle-market companies, all branches of government, including local, state and federal.

Our EAS products allow our customers to standardize the management of information throughout the enterprise. This facilitates more effective decision making by enabling performance comparisons between different sites, offices, countries, product lines, brands, and profit centers. We believe our EAS products help businesses to budget more effectively to reduce inventories and mitigate the need for additional working capital. This, in turn, improves productivity and efficiency by providing accurate and flexible reporting, production planning and scheduling systems and helps companies to comply with accounting and regulatory requirements.

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.

Our EAS systems offer simple user interfaces, flexible reporting options and sophisticated analytical tools, including third-party solutions provided by our alliance partners. These reporting, planning and analytical 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 systems to maximize the value of their existing information technology investments.

Many of our EAS systems are web-enabled to permit anytime-anywhere browser-based access. Users with Internet access can access their applications via the Internet using a standard browser. Customers can use this functionality to reduce costs and attain faster, more effective management control, without the administrative burden and delay inherent in overly centralized business processes. For example, our customers can use our web-enabled applications from remote locations 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 personnel of administrative tasks (for example, enabling employees to submit requests for vacation, allowing managers to set up, control and manage the appropriate training courses with the ability to measure the impact of these courses on their employees' skill levels; 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:

Geac Performance Management

GPM is our integrated product suite that enables companies, whether users of our ERP systems or those of other providers, to manage data efficiently, accurately and on a timely basis to allow such data to be used effectively in making operational and financial decisions. GPM currently consists of GPM Decision, a business intelligence tool; GPM Budgeting; GPM Compliance; GPM Expense Management; GPM Forecasting; GPM Financial Consolidation; GPM Process Management; and GPM Strategy Management. GPM's more sophisticated features allow companies to tighten the link between business strategy formulation and operational execution by measuring progress and tracking results. While we continue to sell the majority of our GPM products on a stand-alone basis to customers who use non-Geac ERP systems, in FY 2005 we successfully integrated GPM into several of our core ERP products, including Anael, Enterprise Server, Smartstream and System21, and sold these integrated products to many customers worldwide. This "umbrella strategy" has allowed customers to use our GPM products to retrieve transactional data generated by their ERP applications and to use the results to make informed decisions. Most recently, in April 2005, Ventana Research, a leading Performance Management research and advisory services firm, named Geac its "Overall Category Winner" for the advances and success of our MPC performance management product family.

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/Runtime 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.
•: Our System21 Service Management solution provides a fully integrated solution organizations involved in after-sales equipment maintenance. It covers the whole lifecycle management of capital equipment including manufacture, installation, maintenance, repair and returns.

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 more than 32 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 (or divisions and other business units thereof) in the Fortune 500 use our E Series or M Series products.

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, education and business services. The SmartStream suite is available in various languages, including English, French and Spanish.

Anael

Anael solutions is a fully integrated suite of performance management, financial, accounting, payroll and human resources, construction, temporary staffing, e-commerce and customer relationship management applications, consisting of 20 products and services based on the IBM iSeries platform, as well as Windows Server. As at April 30, 2005, approximately 1,478 mid-sized and large customers, primarily in France and other French-speaking countries, use Anael solutions. The Anael solution suite is also available under an ASP model.

Industry Specific Applications

In FY 2005 Industry Specific Applications accounted for 20.8% of our total revenues, compared to 21.1% in FY 2004.

Our ISA group provides industry-specific business applications for the local government, library, real estate, construction, property management, restaurants and public safety marketplaces, including integrated EAS products for certain of these vertical markets

Residential Real Estate Applications

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

Commercial Systems Division

Geac's Commercial Systems Division is comprised of our Architecture, Electrical and Construction Applications ("AEC"), Property Management Systems, and our Geac TotalHR product offerings.

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.

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.

Library Solutions

Our Library Solutions group provides automation solutions for public, academic and specialty libraries, archives, museums and business intelligence centers. 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 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. Using this application, users are able to better manage books, CDs, DVDs and videos with broad reference capabilities for electronic books and electronic journals in keeping with today's virtual library environment.

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 79 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 domestic and 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, North America, 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.

Although we offer some of our products as hosted application services, many of our customers install our software applications on their systems. We have offices in 52 locations and provide products and services to customers all over the world.

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/PeopleSoft, Hyperion Solutions Corporation, Cognos Incorporated, OutlookSoft Corporation, Cartesis SA, Concur Technologies, Lawson Software, Infor Global Solutions, CODA SciSys Plc, QAD Inc., Epicor Software, SAP AG, SSA Global Technologies and Intentia International AB. 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. They are also able to provide a broader range of professional services to meet customer needs and can sustain price reductions for longer periods than us. 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, cooperative 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. Continuing the trend of the consolidation of companies and technology, SAP has also announced a joint product plan with Microsoft.

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 our customers' in-house Information Technology departments, 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 and instead elect 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 enabling them to 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. Geac 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, Geac'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. At April 30, 2005, we had 467 research and development personnel, with development centers located in Ann Arbor, Atlanta, Nashua, Emeryville, Southborough, Salt Lake City, Tampa, Houston, Burnaby, Paris, Studley, Bristol, Brussels, Vejle, Villingen, Adelaide, 's-Hertogenbosch, Sydney, Auckland and Prague, as well as the development services which we outsource to our vendors in Bangalore, India.

In FY 2005, we released the latest version of our Expense Management application, having full web-enabled Travel Planning functionality and we announced an assortment of internally developed products including SmartSeries 5.3, Vubis Smart 2.3, Anael RH, SmartStream 7.0, AMSI's eFinancials, as well as Geac Compliance Management 2.1, which we developed with one of our partners. As part of our GPM suite of products, we also released Production Reporting on Reporting Services to address our customers' complex reporting requirements.

Research and 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, 2005 and 2004, research and development costs were $57.9 million and $58.8 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 and we view these rights as critical to our business. Despite our efforts to protect our proprietary rights in intellectual property as well as rights held by 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. 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. 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.

Business Cycles

Our revenues and operating results fluctuate significantly from quarter to quarter. Although for FY 2005, we experienced higher revenues in the fourth quarter than we achieved in the third 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 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 our revenue recognition policies.

Our sales and marketing expenses are generally fixed (with the exception of commission payments), and any increase in such expenses will have a disproportionate adverse affect on our net earnings in those quarters in which, due to the seasonality of our business, we generate less revenue. In addition, due to lengthy sales cycles, the delay associated with reaping the benefits of new sales

personnel, and unpredictability in assessing the effectiveness of various marketing initiatives, our continued investment in sales and marketing may not always correlate with the generation of new license revenue growth.

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

•: the timing of significant orders, and delivery and implementation of our products;
•: the gain or loss of any significant customer;
•: 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;
•: legal proceedings in the normal course of business; and
•: acts of terrorism.

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. We expect that revenue from maintenance will continue to decline. Our new license revenue and results of operations may also 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. The sale of a new license generally requires a customer to make a purchase decision that involves a significant commitment of capital. Consequently, the sales cycle associated with new license revenue will vary substantially and will be subject to a number of factors, including customers' budgetary constraints, timing of budget cycles and concerns about the pricing or introduction of new products by us or our competitors.

Human Resources

As of April 30, 2005, the Corporation employed approximately 2,160 people world-wide. Of these employees, 17% were in sales and marketing, 46% in services and support, 22% in research and development and 15% in corporate services. None of Geac's employees is represented by a labor 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

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 longer payment cycles, difficulties in managing international operations, 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.

Reorganizations

As of the end of FY 2004 and also during FY 2005, we restructured many of our subsidiaries to consolidate and simplify our corporate structure in North America and Europe and to minimize the administrative, tax reporting and financial burden of maintaining these operations as separate corporate entities. Many of these entities had become part of Geac as a result of prior acquisitions. As part of this process, Geac Canada Limited was amalgamated with Geac Computer Corporation Limited and several of the Corporation's direct and indirect subsidiaries were dissolved, liquidated or merged into other Geac entities. Prior to the commencement of this restructuring process in the fourth quarter of FY 2004, Geac had over 90 direct and indirect subsidiaries as compared to the approximately 64 direct and indirect subsidiaries comprising Geac's business as of the end of FY 2005.

RISK FACTORS

Reference is made to the section entitled "Risks and Uncertainties" in Geac's FY 2005 Management Discussion and Analysis dated June 22, 2005, previously filed with the Canadian provincial securities regulatory authorities, which section is incorporated herein by reference. This

information is available on the SEDAR website at www.sedar.com and the United States Securities and Exchange Commission website at www.sec.gov.

DIVIDEND POLICY

Our policy has been not to pay any dividends and we have not paid any dividends on our common shares in the last three fiscal years. In addition, Geac's senior secured credit facility provides for certain customary restrictions on our ability to pay dividends or make distributions with respect to Geac's outstanding securities.

DESCRIPTION OF CAPITAL STRUCTURE

For purposes of this section, references to "Geac" refer to Geac Computer Corporation Limited, without reference to its subsidiaries. Geac is authorized to issue an unlimited number of shares without nominal or par value of a class designated as "common shares," of which 86,755,701 were issued and outstanding as of July 19, 2005. Geac is also authorized to issue an unlimited number of shares without nominal or par value of a class designated as "preference shares" issuable in series, however, no such shares are currently outstanding.

Common Shares

Geac's common shares entitle holders to receive notice of and to attend all meetings of Geac's shareholders and to vote at all such meetings, except meetings at which only holders of a specified class of shares (other than common shares) or specified series of shares are entitled to vote. At all meetings of which notice must be given to the holders of common shares, each holder of common shares is entitled to one vote in respect of each common share held by such holder. The holders of common shares are entitled to dividends, if, as, and when declared by Geac's Board of Directors, subject to the rights, privileges, restrictions and conditions attaching to any other class of Geac shares. The common shares are entitled upon liquidation, dissolution or winding up of Geac to receive the remaining assets of the Corporation, subject to the rights, privileges, restrictions and conditions attaching to any other class of Geac shares.

Preference Shares

Geac's preference shares may be issued from time to time in one or more series. Geac's Board of Directors may fix from time to time before such issue the number of shares which is to comprise each series and the designation, rights, privileges, restrictions and conditions attaching to each series of preference shares. The preference shares of each series rank on a parity with the preference shares of every other series and are entitled to preference over the common shares and any other Geac shares ranking junior to the preference shares of any series with respect to the payment of dividends and distribution of assets in the event of liquidation, dissolution or winding up of Geac. If any cumulative dividends or amounts payable on a return of capital in respect of a series of the preference shares are not paid in full, the preference shares of all series shall participate rateably in respect of accumulated dividends and return of capital. Unless Geac's Board of Directors otherwise determine in the articles of amendment designating a series, the holders of shares of a series of the preference shares shall not be entitled to vote at meetings of shareholders. The preference shares of any series may be made convertible into common shares.

By Articles of Amendment dated July 15, 1987, Geac designated the rights, privileges, restrictions and conditions attaching to the Series 1 Preference Shares. All Series 1 Preference Shares were redeemable upon notice and payment of an amount per share equal to Cdn.$19.20 plus all declared and unpaid non-cumulative cash dividends thereon. All issued and outstanding Series 1 Preference Shares have been redeemed on this basis.

By Articles of Amendment dated February 2, 1988, Geac designated the rights, privileges, restrictions and conditions attaching to the Series 2 Preference Shares. All issued and outstanding Series 2 Preference Shares were redeemable upon notice and payment of an amount per share equal to Cdn.$30.00 plus all declared and unpaid non-cumulative dividends thereon. All issued and outstanding Series 2 Preference Shares have been redeemed or cancelled subject only to the right to payment on this basis.

Shareholder Protection Rights Plan

Geac 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"). Geac's Board of Directors adopted, and the Geac 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 on which the Original Plan was implemented, for each common share that was outstanding on that date or issued subsequently. Under the Amended Plan, the Rights were reconfirmed and Geac reconfirmed its authorization to continue the issuance of one new Right for each common share issued. Generally, each Right, except for Rights owned by an acquiring person (as defined in the Amended Plan) will, if certain events occur, constitute the right to purchase from Geac, on payment of the exercise price, that number of Geac common shares 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 all Geac voting securities, 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.

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. The following table sets forth the monthly trading volumes and price ranges at which these shares were traded each month

occurring during FY 2005 on the Toronto Stock Exchange (all dollar amounts are set forth in Canadian dollars):

Month	Trading Volume	High		Low
May 2004	4,388,600	$	8.44	$	7.50
June 2004	12,097,100	$	9.75	$	8.00
July 2004	4,288,500	$	9.23	$	8.01
August 2004	5,400,900	$	8.75	$	7.37
September 2004	5,662,600	$	8.65	$	7.32
October 2004	4,811,200	$	8.58	$	7.94
November 2004	9,214,200	$	9.35	$	8.10
December 2004	8,250,900	$	9.49	$	8.38
January 2005	6,415,900	$	10.15	$	8.55
February 2005	6,596,800	$	10.84	$	9.62
March 2005	8,504,700	$	10.84	$	9.63
April 2005	9,986,900	$	11.50	$	10.19

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 until the director's successor is elected or appointed 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	President and Chief Executive Officer Carbonite, Inc.
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 Eurocopter Canada Ltd.
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	Private investor
Robert L. Sillcox⁽¹⁾⁽³⁾ King City, Ontario, Canada	2001	Retired investment executive

(1): Member of the Audit Committee
(2): Member of the Human Resources and Compensation Committee
(3): Member of the Corporate Governance Committee

Executive Officers

Name and Municipality of Residence		Office currently held
Hema Anganu Toronto, Ontario, Canada		Vice President, Treasury and Taxation
Cynthia E. Davis Suwanee, Georgia, U.S.A.		Vice President, Human Resources
Donna de Winter Richmond Hill, Ontario, Canada		Chief Financial Officer

Isobel E. Harris Marietta, Georgia, U.S.A.		Vice President & General Manager, Enterprise Solutions
Brian L. Hartlen Saline, Michigan, U.S.A.		Vice President, Global Marketing
Charles S. Jones Bedford Hills, New York, U.S.A.		President and Chief Executive Officer
Larry A. 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
Jeffrey W. Murphy Norfolk, Massachusetts, U.S.A		Senior Vice President, Geac Performance Management
Alys R. Scott Carlisle, Massachusetts, U.S.A.		Vice President, Global Communications & Investor Relations
Andrew M. Smith Wayland, Massachusetts, U.S.A.		Vice President and Chief Information Officer
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
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 executive officers listed above 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 past Chairman of the Accounting Standards Oversight Council of Canada and is a former 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 and Mundoro Mining Inc. By press release dated February 1, 2005 Unisphere Waste Conversion Ltd. ("Unisphere"), a company listed on the TSX Venture Exchange, indicated it was presently unable to make its current payments or pay off any indebtedness and that discussions with secured debenture holders of Unisphere were ongoing. Unisphere's wholly owned subsidiary, Unisphere Tire Recycling Inc., filed a notice of intention to make

a proposal to its creditors under the Bankruptcy and Insolvency Act (Canada). On February 9, 2005, Mr. Allen resigned as a director and secretary of Unisphere. Effective February 14, 2005 trading in the shares of Unisphere was suspended by the TSX Venture Exchange due to the failure to maintain exchange requirements, as Unisphere had less than three directors. Subsequently, on February 25, 2005, Unisphere itself filed a notice of intention to make a proposal to its creditors under the Bankruptcy and Insolvency Act (Canada).

Hema Anganu was confirmed as Geac's Vice President, Taxation and Treasury on February, 2005. Prior to such appointment, she served as Geac's Treasurer (1999-February 2005), Director, Financial Reporting & Analysis (1998-1999), Controller, Corporate Finance (1996-1998) and Manager, Corporate Finance (1991-1996).

Cynthia E. Davis has served as Geac's Vice President, Human Resources since 2002. Prior to that Ms. Davis served as Geac's Human Resources Director (1995-2002), Senior Manager Systems and Human Resources Administration (1994-1995), Director, Rewards and Human Resources Systems (1993-1994) and Senior Human Resources Manager (1992-1993).

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.

David Friend has been one of the Corporation's Directors since October 2001. Mr. Friend is President and Chief Executive Officer of Carbonite, Inc. and also serves as 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.

Isobel E. Harris has served as Geac's Vice President and General Manager, Enterprise Solutions since September 2004. Prior to that Ms. Harris served as Geac's Vice President Enterprise Server & Global Support (2003- 2004), Senior Vice President and General Manager (2001-2003), Vice President and General Manager Enterprise Server (2000-2001) and Vice President Professional Services, Financial and HR Systems (2000). Prior to joining Geac, Ms. Harris held senior management positions with General Electric Canada and The Coca-Cola Company where she implemented financial and manufacturing solutions to support their European divisions, plants and corporate.

Brian L. Hartlen was confirmed as Geac's Vice President, Global Marketing on February 3, 2005. Prior to that Mr. Hartlen served for two years as Geac's Vice President of Marketing following Geac's acquisition of Mr. Hartlen's former employer. Prior to this acquisition Mr. Hartlen served for over 25 years in various marketing, sales and development roles for Comshare, most recently including his service as Senior Vice President of Marketing (2002-2003), Vice President Promotional Marketing (2000-2002), Vice President Product Marketing (1998-2002) and as a Senior Director (1997-1998).

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 Inc. and is Chairman Emeritus of the Institute of the Americas of La Jolla, California. He also serves as a director of Telesystem International Wireless Inc., Axia NetMedia Corporation, TransAlta 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 was the Chairman and co-founder of First Funding Corporation, an investment firm based in Stamford, Connecticut, where he had worked since 1984.

Larry A. 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 public relations consulting firm, from 1988 through 1998, 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. From May 2000 to July 2005, Mr. MacDonald 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 200 countries. Mr. MacDonald began serving as a director of the Export Development Corporation in August 1995. He also serves as a director of Æterna Zentaris Inc., AIM Trimark Canada Fund Inc., and AIM Trimark Global Fund Inc. Mr. MacDonald served as a director of Slater Steel Inc. ("SSI"), a manufacturer of specialty steel products, from February 1998 to August 2004. SSI and its subsidiaries filed for creditor protection under the Companies' Creditors Arrangement Act (Canada) and under Chapter 11 of the United States Bankruptcy Code on June 2, 2003 and have conducted an orderly wind-down.

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 and prior to that as Vice President, Finance 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.

Jeffrey W. Murphy has served as Geac's Senior Vice President, Geac Performance Management since September 2004. Prior to joining Geac, from November 2003 through July 2004, Mr. Murphy served as Senior Vice President of Global Sales and Alliances for Performix Technologies, a provider of employee performance management software. From September 2001 through September 2003, Mr. Murphy served as Executive Vice President of Worldwide Sales and Services for Yantra Corporation, a leading provider of synchronized fulfillment management and supply chain software. Prior to that, from September 1999 through September 2001, Mr. Murphy served as Senior Vice President of Sales for Storage Networks, a provider of computer storage. Prior to that, from April 1994 through August 1999, Mr. Murphy served as Senior Vice President and General Manager and in various other roles for SAP America, Inc., a leading provider of business application software.

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.

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 former Chairman of Quant Investment Strategies Inc., an investment firm specializing in providing quantitative investment strategies to institutions. He held this position from when he co-founded the firm in 1998 until December 2004. 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.

Andrew M. Smith has served as Vice President and Chief Information Officer since February, 2005. Prior to that, Mr. Smith served as Geac's Chief Information Officer from May, 2004 through February, 2005 and served as Geac's Director of Information Technology from April, 2003 through May, 2004. Prior to joining Geac, Mr. Smith served as Director of Information Technology at Terra Lycos, a major provider of Internet access and content, from 1999 to 2003. Mr. Smith had previously held various management and technology positions Honeywell, Lotus Development, and Stratus Computers before joining Terra Lycos.

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. Mr. Snider was previously a director of Jillian's Entertainment Corporation ("JEC"), a privately held company that operated numerous restaurant and entertainment complexes. Mr. Snider resigned as a director of JEC on October 7, 2003. JEC filed a reorganization plan under Chapter 11 of the United States Bankruptcy

Code in United States Bankruptcy Court for the Western District of Kentucky on May 23, 2004 and, thereafter, sold substantially all of its assets in two separate, court-approved transactions.

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 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.

Timothy J. Wrighthas 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 April 30, 2005, the directors and executive officers of the Corporation as a group beneficially own, directly or indirectly, or exercise control or direction over 2,135,676 common shares of the Corporation representing approximately 2.47% of the Corporation's outstanding shares as of such date.

LEGAL PROCEEDINGS

Extensity, a company 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 in the United States District Court for the Southern District of New York 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 settlement agreement to settle all claims, which will be funded by the issuers' insurers. On February 15, 2005, the Court issued an opinion granting preliminary approval of the settlement.

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

To Geac's knowledge, no director or executive officer of Geac, or any of their associates or affiliates has any material interest, directly or indirectly, in any transaction within the three most recently completed fiscal years or the current fiscal year that has materially affected or will materially affect Geac, except as follows:

Mr. Craig Thorburn, Geac's Senior Vice President Senior Vice President, Mergers & Acquisitions and Corporate Secretary is a partner with the law firm of Blake, Cassels & Graydon LLP. Blake, Cassels & Graydon LLP represents Geac as legal counsel and as a result, from time to time receives compensation from the Company at the firm's customary rates for legal services rendered.

TRANSFER AGENT AND REGISTRAR

Computershare Trust Company of Canada, Toronto, Ontario serves as Geac's transfer agent and registrar for all transfers of Geac's common shares.

INTERESTS OF EXPERTS

PricewaterhouseCoopers LLP, independent chartered accountants, has provided an auditor's report in respect of Geac's consolidated financial statements for the fiscal year ended April 30, 2005. To

management's knowledge, PricewaterhouseCoopers LLP does not currently hold any registered or beneficial interest, directly or indirectly, in securities or other property of Geac and our affiliates.

AUDIT COMMITTEE

The members of Geac's Audit Committee are Messrs. Sillcox (Chairman), Allen, Jespersen, MacDonald and Nelson. All members of the Audit Committee are "independent" and "financially literate," each as defined in Multilateral Instrument 52-110—Audit Committees of the Canadian Securities Administrators.

Mr. Sillcox has over 40 years of experience as an investment professional. He was the founder and principal of two investment firms: Euro Brokers Limited, an international inter-bank deposit brokerage and fixed income private placement firm, and Quant Investment Strategies Inc., an investment firm specializing in providing quantitative investment strategies to institutions. Having also served as a senior executive officer in charge of investment matters at a Canadian bank, an insurance company and a $35 billion public pension fund, Mr. Sillcox was one of the financial executives responsible for providing accurate information in the preparation of financial reports for a variety of companies. Mr. Sillcox served for eight years on the audit committee of the Bank of China (Canada), and he currently serves on the audit committee for HelpCaster Technologies. Mr. Sillcox is an active member of Financial Executives International, attends audit committee seminars conducted by internationally recognized accounting firms and has taken courses in economics and securities investment. Mr. Sillcox is a graduate of Ridley College, St. Catherines, Ontario, and received his bachelor of arts at Williams College in Williamstown, Massachusetts.

Mr. Allen has been a partner at the law firm of Ogilvy Renault since October 1996. He is a director of several public corporations, including Bema Gold Corporation, YM Biosciences Inc., Middlefield Bancorp Limited and Mundoro Mining Inc. Mr. Allen is the past Chairman of the Accounting Standards Oversight Council of Canada and is a former member of the Advisory Board of the Office of the Superintendent of Financial Institutions of Canada. Mr. Allen is a member of several audit committees, has attended numerous financial and accounting seminars and stays current on accounting practices in connection with his role as a business lawyer and as an investment banker.

Mr. Jespersen has served as a senior executive officer and on the boards of directors of numerous public and private companies. He currently serves on audit committees of Axia NetMedia Corporation and Telesystems International Wireless, Inc. Mr. Jespersen has been the Chairman of La Jolla Resources International Ltd., an international business advisory and investment company, since 1998.

Mr. MacDonald was Vice President of James Bay Energy Corporation where he was responsible for administration, finance, internal audit and information systems. He subsequently was the Senior Vice President for Eastern Canada for Bank of Montreal, a position which involved the review and evaluation of the financial statements and creditworthiness of borrowers in a wide variety of industries. He then became Vice Chairman of the Treasury Board of the Government of Quebec. Mr. MacDonald served as the Chairman of the audit committee of Teleglobe Inc. for six years and currently serves on the audit committee of Æterna Zentaris Inc. Mr. MacDonald recently completed a term of six years as Chairman of the Risk Management Committee and member of the audit committee of the Export Development Corporation. Mr. MacDonald received Bachelor of Arts, Bachelor of Commerce and Masters of Commerce degrees from Laval University in Quebec.

Mr. Nelson served as an accountant at E.I. DuPont Company, and as President and Chief Executive Officer of several public companies. He currently serves as a director and on the audit committees of two other public companies, Manugistics Group, Inc. and HealthGate Data. Mr. Nelson received his MBA from Wharton Graduate School, University of Pennsylvania with a major in finance and accounting and received his Ph.D in monetary economics at Rice University. He is a National

Science Foundation Fellow in economics and has taught classes on banking and finance at various universities. Mr. Nelson has published numerous articles on financial and accounting matters.

The text of the Audit Committee's mandate, as approved by the Board of Directors, is attached to this Renewal Annual Information Form as Schedule A.

The Corporation has not relied on any exemptions from the requirements of Multilateral Instrument 52-110—Audit Committees in FY 2005 and there have been no instances in FY 2005 where the Directors did not adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Non-audit services provided by the Corporation's external auditor are outlined in the annual budget for services from the external auditor. The budget is considered by the Audit Committee and a recommendation thereon is made to the Board of Directors for approval. Additional non-audit services that may arise outside the scope of the annual budget are considered by the Audit Committee. If the Audit Committee determines that the additional non-audit services are appropriate, it makes a recommendation thereon to the Board of Directors for pre-approval. An individual project for non-audit services with a cost of less than $25,000 may be approved by senior management, provided that disclosure of particulars of the project is provided to the Audit Committee at the next following meeting of the Committee.

In FY 2005, certain of our internal audit function resources were reallocated to assist with review of our internal controls as required under the Sarbanes-Oxley Act.

AUDIT FEES

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

	Fiscal Year Ended April 30, 2005		Fiscal Year Ended April 30, 2004
Audit Fees⁽¹⁾	$	2,543	$	2,455
Audit-Related Fees⁽²⁾	$	88	$	—
Tax Fees⁽³⁾	$	597	$	817
All Other Fees⁽⁴⁾	$	—	$	—

(1): "Audit Fees" consist of fees billed by PwC for professional services rendered for the audit of Geac'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 Geac'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 Act advisory services, internal control reviews and audits of Geac'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, 2005 or April 30, 2004 under a de minimus exception to the requirement that Geac's Audit Committee pre-approve the provision of certain audit-related, tax and other services by its independent auditors.

ADDITIONAL INFORMATION

Additional information pertaining to Geac can be found on SEDAR at www.sedar.com.

Additional information, including information concerning directors' and officers' remuneration and indebtedness, principal holders of the Geac's securities and securities authorized for issuance under equity compensation plans, if applicable, will be contained in Geac's Management Proxy Circular for the 2005 Annual Meeting of Shareholders of the Corporation to be filed subsequent to this Renewal Annual Information Form.

Additional financial information is provided in the Corporation's comparative financial statements for FY 2005 and MD&A for FY 2005.

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.

Schedule A

Geac Computer Corporation Limited
AUDIT COMMITTEE MANDATE

Organization

The Audit Committee is a committee of the Board of Directors. The Audit Committee shall be comprised of not less than four directors. All members must be independent of the management of the Corporation and free of any relationship that, in the opinion of the Board of Directors, would interfere with their exercise of independent judgment as a Committee member and shall meet the independence requirements, and other similar requirements, and audit committee composition requirements promulgated by the Canadian Securities Administrators (the "CSA"), the United States Securities and Exchange Commission (the "SEC"), the Toronto Stock Exchange, the National Association of Securities Dealers, Inc., any other exchange upon which securities of the Corporation are traded or any governmental or regulatory body exercising authority over the Corporation (each a "Regulatory Body" and together the "Regulatory Bodies"). In particular, each member of the Audit Committee shall be "financially literate" and at least one member of the Audit Committee shall have "accounting or related financial experience" in accordance with these requirements. The Chairman of the Audit Committee and its members shall be elected annually by the Board of Directors. The Audit Committee shall establish its own schedule and rules of procedure. Meetings of the Audit Committee may be held telephonically. A majority of members of the Audit Committee shall constitute a quorum.

Statement of Policy

The Audit Committee shall provide assistance to the corporate directors in fulfilling their responsibility to the Corporation relating to corporate accounting, reporting practices of the Corporation and the quality and integrity of the financial reports of the Corporation. In so doing, it is the responsibility of the Audit Committee to maintain free and open means of communication between the directors, the independent auditors, the internal auditors, the Disclosure Committee and the financial management of the Corporation.

Responsibilities

The Audit Committee will perform its duties and fulfill its responsibilities as assigned by the Board of Directors in the following areas:

Review of Mandate

1.: To evaluate, to review the adequacy of, and to make recommendations to the Board of Directors concerning, the Audit Committee's mandate annually.

Engagement of External Auditors

2.: To have sole authority and be directly responsible for the appointment of the external auditors to be engaged, the approval of the compensation of the external auditors, and the retention of (including the authority not to retain or to terminate) the external auditors. The Audit Committee shall review, approve and sign (Chairman of the Audit Committee) the audit engagement letter (including all audit engagement fees and terms). The external auditors shall report and are accountable directly to the Audit Committee, as representatives of the Corporation, and not to management. The Audit Committee is responsible for overseeing the work of the Corporation's external auditors for the purpose of preparing or issuing an audit report or related work, including the resolution of disagreements between management and the external auditors regarding financial reporting.

Engagement of Internal Auditors

3.: To review and to concur in the appointment, replacement, reassignment, or dismissal of the internal audit Director and/or vendor and to approve their compensation. Internal audit reports directly to the Chairman of the Audit Committee.
4.: To determine from time to time whether the Corporation should have an internal audit function and to establish from time to time the scope and particulars of same.

Review of Audited Financial Statements

5.

To review the annual audited consolidated financial statements and make specific recommendations to the Board of Directors. As part of this process the Audit Committee should review:

•: The appropriateness of and any changes to the underlying accounting principles and practices;
•: The appropriateness of estimates, judgments of choice and level of best practices of accounting alternatives;
•: Business risks, uncertainties, commitments and contingent liabilities;
•: Any significant recommendations to improve internal control and corresponding management responses;
•: The level of independence of internal audit from management; and
•: Any material disagreement with management (the Audit Committee shall be directly responsible for the resolution of any disagreements between management and the external auditor regarding financial reporting matters).

6.

To recommend, establish and monitor procedures designed to improve the quality and reliability of the disclosure of the Corporation's financial condition and results of operations.

Review and Discussion with External Auditors

7.

To confirm and assure the independence of the external auditor, including approval of all non-audit services and related fees provided by and paid to the external auditor, and to adopt and implement policies for such pre-approval.

8.

To review with management and the external auditor at the completion of each quarterly examination and each annual examination:

•: The Corporation's financial statements and related notes;
•: The external auditor's review of the financial statements and report thereon;
•: Any significant changes required in the external auditor's audit plan;
•: Any serious difficulties, difference of views or disputes with management encountered during the course of the audit relationship;
•: The appropriateness of and any changes to the accounting principles and practices; and
•: The appropriateness of estimates, judgments, and best practices of selected accounting alternatives.

9.

On an annual basis, the Audit Committee shall receive from the external auditor a formal written statement identifying all relationships between the external auditor and the Corporation consistent with Independence Standards Board Standard 1, as it may be modified or supplemented. The Audit Committee shall actively engage in a dialogue with the external auditor as to any disclosed relationships or services that may impact its independence. The Audit Committee shall take appropriate action to oversee the independence of the external auditor.

10.: On at least an annual basis, inquire of the external auditor as to whether such external auditor has any concerns relative to the quality of management's accounting principles.
11.: On an annual basis, discuss with representatives of the external auditor the matters required to be discussed by Statement on Auditing Standards 61, as it may be modified or supplemented.

Review and Discussion with Internal Auditors

12.

To consider and to review with management and the internal auditor:

•: Significant findings during the year and management's responses thereto;
•: Any difficulties encountered in the course of their audits, including any restriction on the scope of their work or access to required information;
•: Any changes required in the planned scope of their audit plan;
•: The internal audit budget and staffing plan;
•: The internal audit mandate; and
•: On at least an annual basis, review with the internal auditors as to whether such internal auditor has any concerns relative to the quality of management's accounting policies.

13.

Ensure, as and when required by law, that the Corporation's chief executive officer and chief financial officer submit an analysis to the Audit Committee prior to, and dated in close proximity to, the filing with the CSA and the SEC of the Corporation's annual information form and report pursuant to Canadian and U.S. securities laws. The analysis should evaluate the design and operation of the Corporation's internal control over financial reporting and disclose (a) any significant deficiencies discovered in the design and operation of the internal controls over financial reporting which could adversely affect the Corporation's ability to record, process, summarize, and report financial data and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation's internal controls over financial reporting. The Audit Committee shall direct the actions to be taken and/or make recommendations to the Board of Directors of actions to be taken to the extent such report indicates the finding of any significant deficiencies in internal controls over financial reporting or fraud.

Coordination of External and Internal Audit

14.

To consider, in consultation with the external auditor and the internal auditor, individually and privately, the audit scope and plan of both the external and internal audits.

15.

To review with the internal auditor and the external auditor the coordination of audit effort to assure completeness of coverage, reduction of redundant efforts, and the effective use of audit resources.

16.

To consider and to review with the external auditor and the internal auditor:

•: On at least an annual basis, the adequacy of the Corporation's internal controls, including computer information system control and security and internal control over financial reporting;
•: Any related significant findings and recommendations of the external auditor and the internal auditor together with management's responses thereon; and
•: Any proposed new policies and procedures or changes to existing policies and procedures.

Review and Discussion with Management

17.: To review and to assess the adequacy and quality of organization and staffing for senior accounting and financial responsibilities.

18.: To review annually or more frequently, as necessary, the risks faced by the Corporation, the business environment, the emergence of new opportunities and risks, and the steps management has taken to mitigate exposure to significant risks.

Review of Other Public Documents

19.: To ensure all material public documents relating to the financial performance, financial position or analysis thereof be reviewed by the Audit Committee. Such documents would include interim financial statements, the Annual Information Form (AIF), Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section of the annual report to shareholders and press releases containing financial information before they are filed with a Regulatory Body. In addition, the Audit Committee must be satisfied that adequate procedures are in place for the review of the Corporation's public disclosure (other than the public disclosure referred to above in this paragraph) of financial information extracted or derived from the issuer's financial statements and must periodically assess the adequacy of these procedures.

Other Responsibilities

20.: To review policies and procedures with respect to directors and officers' expense accounts and perquisites, including their use of corporate assets.
21.: To review legal and regulatory matters that may have a material impact on the financial statements, and programs and reports received from regulators.
22.: To review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the Corporation's present and former external auditors.
23.: To report Audit Committee actions to the Board of Directors with such recommendations as the Audit Committee may deem appropriate.
24.: To prepare a letter for inclusion in the annual report that describes the Audit Committee's composition and responsibilities and how they were discharged.
25.: To review, with the organization's counsel, legal compliance matters and any legal matters that could have a significant impact on the organisation's financial statements.
26.: To perform such other functions as assigned by law the Corporation's charter or bylaws, or the Board of Directors.
27.: To meet at least four times per year or more frequently as circumstances require, with each member endeavouring to attend as many meetings as possible.
28.: To meet, at least quarterly, with the internal auditor and the external auditors and management separately to ascertain if the Audit Committee or these groups believe any matters exist that should be discussed privately, and then to discuss any such matters.

Engagement of Professional Services

The Audit Committee is authorized to engage independent counsel, and other advisers, as it determines necessary to carry out its duties. The Corporation shall provide for appropriate funding, as determined by the Audit Committee, for such services. Handling of Complaints

The Audit Committee shall ensure that the Corporation maintains procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

* * * * *

Approved by the Board of Directors. Last updated July 2005.

Appendix

Geac Computer Corporation Limited
Timing of Discharge of the Responsibilities of
the Audit Committee

July Q1

October Q2
January Q3
April Q4

				Meeting
*Review of Mandate*
1.	Evaluate, review the adequacy of, and make recommendations to the Board of Directors concerning, the Committee's mandate annually.			Q1
*Engagement of External Auditors*
2.	Directly appoint the external auditors to be engaged, approve the compensation of the external auditors, review, approve and sign (Chairman of the Audit Committee) the audit engagement letter (including all audit engagement fees and terms), and review, approve and determine (solely at its own discretion) the discharge of (or decision not to retain) the external auditors.			Q1
*Engagement of Internal Auditors*
3.	Review and concur in the appointment, replacement, reassignment, or dismissal of the internal audit Director and/or vendor and approve their compensation.			Q2
*Review of Audited Financial Statements*
4.	Review the annual audited consolidated financial statements and make specific recommendations to the Board of Directors. As part of this process the Committee should review:			Q1
		•	the appropriateness of and any changes to the underlying accounting principles and practices;
		•	the appropriateness of estimates, judgments of choice and level of best practices of accounting alternatives;
		•	business risks, uncertainties, commitments and contingent liabilities;
		•	any significant recommendations to improve internal control and corresponding management responses;
		•	the level of independence of internal audit from management; and
		•	any material disagreement with management.
5.	Recommend, establish and monitor procedures designed to improve the quality and reliability of the disclosure of the Corporation's financial condition and results of operations.			Q1-Q4

*Review and Discussion with External Auditors*
6.	Confirm and assure the independence of the external auditor, including approval of all non-audit services and related fees provided by and paid to the external auditor, and to adopt and implement policies for such pre-approval.			Q1-Q4
7.	Review with management and the external auditor at the completion of each quarterly examination and each annual examination:			Q1-Q4
		•	the Corporation's financial statements and related notes;
		•	the external auditor's review of the financial statements and report thereon;
		•	any significant changes required in the external auditor's audit plan;
		•	any serious difficulties, difference of views or disputes with management encountered during the course of the audit relationship;
		•	the appropriateness of and any changes to the accounting principles and practices; and
		•	the appropriateness of estimates, judgments, and best practices of selected accounting alternatives.
8.	On an annual basis, receive from the external auditor a formal written statement identifying all relationships between the external auditor and the Corporation consistent with Independence Standards Board Standard 1, as it may be modified or supplemented.			Q4
9.	On at least an annual basis, review with the external auditors as to whether such external auditor has any concerns relative to the quality of management's accounting policies.			Q4
10.	On an annual basis, discuss with representatives of the external auditor the matters required to be discussed by Statement on Auditing Standards 61, as it may be modified or supplemented.			Q4

*Review and Discussion with Internal Auditors*
11.	Consider and review with management and the internal auditor:			Q1-Q4
		•	Significant findings during the year and management's responses thereto;
		•	any difficulties encountered in the course of their audits, including any restriction on the scope of their work or access to required information;
		•	any changes required in the planned scope of their audit plan;
		•	the internal audit budget and staffing plan;
		•	the internal audit mandate; and
		•	On at least an annual basis, review with the internal auditor as to whether such internal auditor has any concerns relative to the quality of management's accounting policies.
12.	Ensure, as and when required by law, that the Corporation's chief executive officer and chief financial officer submit to the Audit Committee prior to the filing with the CSA and the SEC the Corporation's annual information form and report pursuant to Canadian and U.S. securities laws a report (dated in close proximity to the date of filing of such annual report) evaluating the design and operation of Corporation's internal control over financial reporting and disclosing (a) any significant deficiencies discovered in the design and operation of the internal controls over financial reporting which could adversely affect the Corporation's ability to record, process, summarize, and report financial data; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation's internal controls over financial reporting. The Audit Committee shall direct the actions to be taken and/or make recommendations to the Board of Directors of actions to be taken to the extent such report indicates the finding of any significant deficiencies in internal controls over financial reporting or fraud.			Q1 of the fiscal year following the fiscal year to which such report relates
*Coordination of External and Internal Auditors*
13.	Consider, in consultation with the external auditor and the internal auditor, individually and privately, the audit scope and plan of both the external and internal audits.			Q2
14.	Review with the internal auditor and the external auditor the coordination of audit effort to assure completeness of coverage, reduction of redundant efforts, and the effective use of audit resources.			Q2
15.	Consider and review with the external auditor and the internal auditor:			Q1-Q4
		•	On at least an annual basis, the adequacy of the Corporation's internal controls, including computer information system control and security and internal control over financial reporting;
		•	any related significant findings and recommendations of the external auditor and the internal auditor together with management's responses thereon; and
		•	any proposed new policies and procedures or changes to existing policies and procedures.

*Review and discussion with management*
16.	Review and assess the adequacy and quality of organization and staffing for senior accounting and financial responsibilities.	Q1-Q4
17.	Review annually or more frequently, as necessary, the risks faced by the Corporation, the business environment, the emergence of new opportunities and risks, and the steps management has taken to mitigate exposure to significant risks.	Q1-Q4
*Review of other public documents*
18.	Ensure all material public documents relating to the financial performance, financial position or analysis thereof be reviewed by the Audit Committee. Such documents would include interim financial statements, the Annual Information Form (AIF), Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section of the annual report to shareholders and press releases containing financial information before they are filed with a regulatory body.	Q1-Q4
*Other responsibilities*
19.	Review policies and procedures with respect to directors and officers' expense accounts and perquisites, including their use of corporate assets.	Q4
20.	Review legal and regulatory matters that may have a material impact on the financial statements, and programs and reports received from regulators.	Q1-Q4
21.	Report Audit Committee actions to the Board of Directors with such recommendations as the Committee may deem appropriate.	Q1-Q4
22.	Review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the Corporation's present and former external auditors.	Q2
23.	Prepare a letter for inclusion in the annual report that describes the Committee's composition and responsibilities and how they were discharged.	Q4
24.	Review, with the organization's counsel, legal compliance matters and any legal matters that could have a significant impact on the organisation's financial statements.	Q1-Q4
25.	Perform such other functions as assigned by law the Corporation's charter or bylaws, or the Board of Directors.	Q1-Q4
26.	Meet at least four times per year or more frequently as circumstances require, with each member endeavouring to attend as many meetings as possible.	Q1-Q4
27.	At least quarterly, meet with the internal auditor and the external auditors and management separately to ascertain if the Committee or these groups believe any matters exist that should be discussed privately, and then discuss any such matters.	Q1-Q4

QuickLinks

Exhibit 99.1

EX-99.2 3 a2161321zex-99_2.htm EXHIBIT 99.2
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.2

Management's Discussion and Analysis of Financial Condition and Results of Operations
for the fiscal year ended April 30, 2005

Management Discussion and Analysis

The following management discussion and analysis of results of operations and financial position ("MD&A") prepared as of June 22, 2005 should be read in conjunction with our consolidated financial statements and notes for the fiscal years ended April 30, 2005 and April 30, 2004. The MD&A was prepared in accordance with the disclosure requirements of National Instrument 51-102 of the Canadian Securities Administrators ("NI 51-102") for annual MD&A. This MD&A, and other reports, statements and communications to shareholders and others, as well as oral statements made by our directors, officers or agents, contain forward-looking statements, including statements regarding the future success of our business and technology strategies, future market opportunities and future financial performance or results. These forward-looking statements are neither promises nor guarantees, but rather are subject to a number of risks and uncertainties, each of 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 more frequently than as may be required in connection with the release of our quarterly reporting of financial results.

Our consolidated financial statements (and all financial data that has been derived therefrom and included in this MD&A) are prepared in accordance with accounting principles generally accepted in Canada ("Canadian GAAP"). Note 25 to our consolidated financial statements for FY 2005 sets out the significant differences between accounting principles generally accepted in the United States ("U.S. GAAP") and Canadian GAAP that would affect our consolidated financial statements. As used in this discussion and unless the context otherwise requires or unless otherwise indicated, all references to "Geac", "we", "our", "us", "the Company" or similar expressions 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 on April 30 of each year.

This MD&A, the related audited consolidated financial statements and notes and additional information about Geac can be viewed on the Company's website at www.geac.com and through the SEDAR website at www.sedar.com and the United States Securities and Exchange Commission ("SEC") website at www.sec.gov.

Geac's common shares trade on the Toronto Stock Exchange under the symbol "GAC" and on the NASDAQ National Market under the symbol "GEAC". Geac had 86,377,012 common shares issued and outstanding on June 20, 2005.

Overview

We are a leading global provider of software and services for businesses and governmental bodies, providing our customers with financial and operational technology solutions to optimize their "financial value chain" ("FVC"). Industry analysts describe the FVC as the fiscal view of everything that happens in an organization between the time money flows in and the time money flows back out. The concept implies a holistic approach to the management of a company's finances, which allows management to measure performance and share information to drive improved dynamic decision making. The FVC is typically broken down into three elements, each of which our products address: transactions, including accounting, supply chain and payroll; processes, including time and expense management and compliance; and measurement, including budgeting, planning, forecasting and strategy. Although we view the chief financial officer of a business as our principal customer (because he or she is responsible for the entity's finances), we sell to others in an organization, including the CIO, who are responsible for one or more of the elements of the FVC.

Our software solutions include cross-industry enterprise application systems ("EAS") that address our customers' transactional activities and business processes and monitor, measure and manage their

businesses' performance. These offerings include financial administration and human resources functions, expense management, time capture, compliance, budgeting, forecasting, financial consolidation, management reporting and analysis, and enterprise resource planning ("ERP") applications. We also provide industry-specific applications ("ISA") for the local government, library, real estate, construction, property management, restaurants and public safety marketplaces, including integrated EAS products for certain of these vertical markets. We are pursuing a strategy of market leadership in the business performance management ("BPM") marketplace by offering a growing suite of BPM applications that allow customers to use their transactional data by undertaking analysis and creating reports that enable more informed decision-making at the operational and executive levels. By integrating our BPM products with various ERP applications, including several of our own ERP solutions, customers are able to use the information generated by such systems to manage their forecast and budget, monitor key success factors, and improve their operating performance.

In addition to the sale of software applications, we provide a broad range of professional services related to our software, including application hosting, consulting, implementation, and training.

We provide our software and services to approximately 18,500 customers worldwide, including many of the largest companies in the world. These companies and governmental bodies rely on our software applications for various aspects of their financial analysis and transactional and operational processing. Geac is headquartered in Markham, Ontario and employs approximately 2,200 people globally, with approximately 17% in sales and marketing, 46% in support and services, 22% in product development and 15% in general and administrative positions.

Economic and Market Environment

Our business activity continues to be affected by the following general industry trends identified by our observations of competitive activities in the software marketplace, customer feedback and reports from industry analysts:

Industry Consolidation—We believe the software industry in general continues to consolidate and that the ERP sector in particular is a mature marketplace in many regions throughout the world. This consolidation has resulted in an environment in which we often compete with large, independent software vendors that offer diversified products and exert significant pricing pressure. To maintain and to improve our competitive position within the industry, we believe we must continue to develop and to introduce, in a timely and cost-effective manner, new products, product features and services, and to acquire or partner with businesses having offerings that expand and complement our own.

Integrated Business Solutions—Beyond simply meeting current business needs, we believe that customers desire integrated, end-to-end solutions that enable financial management of business processes throughout an organization. One of our strategic objectives is to continue to integrate our product offerings and to continue to transform Geac into a software company uniquely geared to optimizing the efficiency of each customer's processes relating to its financial operations.

Return on Investment ("ROI")—We strive to offer products and services that help our customers to improve the performance of their businesses by utilizing their existing ERP systems, thereby avoiding the high costs, and significant disruption, of replacing those systems. Businesses continue to face the economic challenges of managing expenses while growing revenue, but they must also minimize exposure to liability and ensure compliance with increasingly complex regulatory and reporting regimes, including the Sarbanes-Oxley Act of 2002, which increase the cost of operating a successful business. Our experience indicates that central to a customer's purchasing decision is whether implementing a technology solution will meet the current business requirements, including regulatory compliance, while generating a prescribed payback. This payback is derived from reducing the administrative resources necessary to achieve compliance and value increased through efficiency and productivity. In order to be

successful in this context, we will have to continue to deliver solutions that allow our customers to achieve a quantifiable ROI.

Geac Growth Strategy—Increasing Software License Revenue

Our ability to produce new software license revenue from existing and new customers, particularly in growth markets like BPM, has played and will continue to play an important role in our growth strategy. New software license revenue is critical to our growth as it generates professional services revenue and ongoing support revenue. We believe that by continuing to "Build, Buy and Partner" to execute this strategy we may increase software license revenue growth and decrease support revenue attrition. As part of this effort, we continue to remain largely dependent on acquisitions to generate significant overall growth in revenue.

Build: Organic Growth

We have identified the following key business drivers to facilitate organic growth:

Geac Performance Management—Geac Performance Management ("GPM") is our integrated product suite that enables companies, whether users of our ERP systems or those of other providers, to manage data efficiently, accurately and on a timely basis to allow such data to be used effectively in making operational decisions. GPM currently consists of GPM Decision, a business intelligence tool; GPM Budgeting; GPM Compliance; GPM Expense Management; GPM Forecasting; GPM Financial Consolidation; GPM Process Management; and GPM Strategy Management. GPM's more sophisticated features allow companies to tighten the link between business strategy formulation and operational execution by measuring progress and tracking results. While we continue to sell GPM products on a stand-alone basis to customers who use non-Geac ERP systems, in FY 2005 we successfully integrated GPM into several of our core ERP products, including Anael, Enterprise Server, Smartstream and System21, and sold these integrated products to many customers worldwide. This "umbrella strategy" has allowed customers to use our GPM products to retrieve transactional data generated by their ERP applications and to use the results to make informed decisions.

Product Expansion—We continue to develop new products and services and enhance our existing products and services as a means of increasing the depth and breadth of our product offerings. In FY 2005, we released the following products, among others: Geac Compliance Management 2.1, designed to address the remediation phase of Sarbanes-Oxley compliance; Geac Expense Management "Thin Client", having full Web-enabled Travel Planning functionality; and SmartStream 7.0 and Vubis Smart 2.3, the latest versions of these applications. Overall sales of internally developed new products contributed significantly to our software license revenue growth in the fourth quarter of FY 2005. We also have continued to expand the geographic reach of certain of our existing products by adapting and introducing them into new regions. For example, in FY 2005 we launched Vubis Smart into the North American market and made our first sale of Geac Strategy Management in the Asia-Pacific region.

Support Revenue—Support revenue represented approximately 58.2% of our total revenue in FY 2005. In FY 2005 we were successful in maintaining the rate of revenue attrition of our legacy EAS business segment at a rate of less than 10% (excluding the effect of foreign currency exchange rates). Overall, the slight increase of 1.1% in support revenue in FY 2005 compared to FY 2004 was due to growth in GPM support revenue and the favorable impact of exchange rate fluctuations on support revenue, offset by attrition in our legacy EAS support revenue. We expect that support revenue will continue to decline as customers elect not to renew maintenance contracts. Revenue generated by the GPM product suite, as currently configured, represented approximately 16% of our total revenue in FY 2005, and even moderate growth in that revenue stream likely will be insufficient to fully offset the declining support revenue from our EAS businesses.

Buy: Growth Through Acquisitions

Given the relative sizes of the existing components of our business, we currently expect meaningful revenue growth will be dependent on acquisitions. We believe that if we successfully execute our growth strategy this dependency could diminish over time when the organic growth of a larger software license revenue stream outpaces the loss of revenue due to maintenance attrition and our planned reduction in hardware sales. We continue to pursue technologies and companies having complementary products that could drive growth through expansion of our client base or extensions of our product suite. Generally, we target acquisitions that, if successfully executed, could enhance our integrated offerings, and could be consolidated into and create synergies with, our existing businesses. This includes acquisitions targeted at expanding our GPM business to enable increased sales to existing and to net new customers, as well as acquisitions of other ERP vendors to expand the scope of our customer base and to allow us to enter into new markets. The manner in which we finance any such acquisition would be dependent on the specific opportunity at hand and the market conditions at the time of the acquisition. Many recent acquisitions in the software industry have occurred at valuations with multiples exceeding two times revenue, making it challenging for Geac to find acquisitions that are both strategic and accretive. However, our improved return on investments made in research and development, as evidenced by the increase in our fourth quarter FY 2005 software license revenue related to new products developed, may enable us to expand the justifiable horizons upon which we might value acquisitions.

Partner: Strengthening Relationships

We believe that we need to increase significantly the breadth and depth of our partner relationships worldwide in order to be successful in executing our growth strategy. We continue to evaluate opportunities with various partners for distribution of our products worldwide and the associated implementation opportunities.

Results of Operations⁽¹⁾

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

	Year ended April 30,
	2005		2004
Total revenue	$	444,392	$	445,272
Total cost of revenue		160,357		175,096
Gross profit		284,035		270,176
Operating expenses		199,873		197,938
Earnings from operations		88,149		70,840
Net earnings		77,024		57,166
Gross profit margin		63.9%		60.7%
Earnings from operations margin		19.8%		15.9%
Diluted net earnings per common share		0.87		0.66

(1): In the second quarter of FY 2004, we acquired Comshare Incorporated ("Comshare"), a leading provider of BPM software. Our FY 2005 results benefited from the inclusion of a full year of Comshare's integrated financial operations, versus FY 2004 for which only approximately three quarters of such results were included. The results of the Comshare operations are reflected in our GPM business.

Total revenue for FY 2005 was $444.4 million, representing a slight decrease of 0.2%, or $0.9 million, compared to FY 2004. This decline was attributable principally to a $12.7 million decrease in hardware revenue as we continued to de-emphasize this lower margin business. Importantly, we experienced increases in software license revenue of $5.9 million, support revenue of $2.9 million, and services revenue of $3.1 million in each case as compared to FY 2004. As a percentage of total revenue, software license revenue increased from 14.6% in FY 2004 to 16.0% in FY 2005. While we achieved modest success in executing our strategy to increase software license revenue as a percentage of our total revenue mix, we recognize our continued challenge to generate overall growth from our GPM business and from certain of our legacy EAS businesses, to offset the continued support revenue attrition in our legacy businesses and declining hardware sales.

Comparing FY 2005 to FY 2004, gross profit increased 5.1%, or $13.9 million, net earnings increased 34.7%, or $19.9 million, and diluted earnings per share increased by $0.21 to $0.87. In FY 2005 our expenses were negatively impacted by the adoption of a restricted share unit plan ("RSU Plan") which is discussed in further detail below in the "Operating Expenses" section of this MD&A. Our earnings were positively impacted by an effective tax rate of 12.6% in FY 2005 compared to 19.3% in FY 2004. The decrease in the effective tax rate for FY 2005 was predominantly due to the net release of reserves for tax filing positions due to a change in circumstances of $14.1 million, which is not expected to recur, compared to a release of reserves of $3.0 million in FY 2004. In addition, in FY 2005 there was a release of a valuation allowance against tax assets of $5.7 million.

We also increased our cash and cash equivalents and short-term investments by $75.7 million, resulting in a balance of $188.2 million as of April 30, 2005. Our overall focus continues to be on the growth of our software license sales from internally developed and acquired software products, while managing such growth profitably through the exercise of fiscal discipline.

Revenue

					Percentage of total revenue
	Year ended April 30,				Year ended April 30,
	2005		2004		2005		2004
Software	$	71,040	$	65,190	16.0	%	14.6	%
Support		258,797		255,922	58.2	%	57.5	%
Services		102,150		99,097	23.0	%	22.3	%
Hardware		12,405		25,063	2.8	%	5.6	%

Total Revenue	$	444,392	$	445,272	100.0	%	100.0	%

Our total revenue was $444.4 million in FY 2005 compared to $445.3 million in FY 2004. Software license revenue increased 9.0%, or $5.9 million, support revenue increased 1.1%, or $2.9 million, and services revenue increased 3.1%, or $3.1 million. These increases were offset by a decline in hardware revenue of 50.5%, or $12.7 million, compared to FY 2004, as we continued to de-emphasize the lower margin hardware revenue across all of our businesses. Software license revenue in the fourth quarter of FY 2005 was $22.3 million, representing the highest quarterly software license revenue since the fourth quarter of FY 2000 and the largest contributor to our annual software license revenue growth, accounting for over 30% of the total software license revenue in the year.

The following table includes the year-over-year percentage change in revenue by geography between the change attributable to revenue using the same currency exchange rates for both fiscal years

(constant dollars) and the change attributable to fluctuations in the value of the U.S. dollar for FY 2005 as compared to FY 2004:

	Revenue 2005 over 2004
	Constant Dollars	Foreign Exchange	Net Change
Americas	(0.7%)	0.3%	(0.3%)
Europe	(7.0%)	7.3%	0.3%
Asia	(6.7%)	4.8%	(1.9%)
Total	(3.8%)	3.6%	(0.2%)

Our total revenue of $444.4 million in FY 2005 declined by $16.8 million, or (3.8%), as compared to FY 2004, applying the same currency exchange rates for both fiscal years. However, such decline was offset by the positive impact of foreign exchange fluctuations of $15.9 million, or 3.6%, the vast majority of which was attributable to our European operations.

Revenue by Business Segment

	Year ended April 30,
	Year ended April 30,				$ Change from fiscal 2004 to 2005			$ Change from fiscal 2004 to 2005
	2005		2004		$ Change from fiscal 2004 to 2005			$ Change from fiscal 2004 to 2005
EAS
Software	$	61,075	$	54,826	$	6,249		11.4%
Support		190,780		189,209		1,571		0.8%
Services		90,316		85,650		4,666		5.4%
Hardware		9,597		21,574		(11,977	)	(55.5%)

Total Revenue	$	351,768	$	351,259	$	509		0.1%

ISA
Software	$	9,965	$	10,364	$	(399	)	(3.8%)
Support		68,016		66,714		1,302		2.0%
Services		11,835		13,446		(1,611	)	(12.0%)
Hardware		2,808		3,489		(681	)	(19.5%)

Total Revenue	$	92,624	$	94,013	$	(1,389	)	(1.5%)

Total Revenue	$	444,392	$	445,272	$	(880	)	(0.2%)

For FY 2005, we continued to manage and report our business in two major business segments: EAS and ISA. Our GPM products are reported as components of our EAS business segment; however, as we continue to integrate our GPM products into certain of our ISA products, our segmentation may evolve through the course of FY 2006.

In FY 2005, total revenue in the EAS segment increased 0.1%, or $0.5 million, to $351.8 million, compared to $351.3 million in FY 2004. The increase in total revenue for this period was attributable principally to an increase of 11.4%, or $6.2 million, in software license revenue, an increase of 0.8%, or $1.6 million, in support revenue, and an increase of 5.4%, or $4.7 million, in services revenue. These increases were offset by a decline in hardware revenue of 55.5%, or $12.0 million. In addition, our FY 2005 results have benefited from the inclusion of a full year of Comshare's integrated financial operations, versus FY 2004 for which only approximately three quarters of such results were included.

The overall increase in EAS software license revenue in FY 2005 was attributable to increases in our GPM, RunTime, SmartStream, Anael, and System21 businesses, offset by a decline in our Enterprise Server business. The increase in support revenue was attributable to increases in our GPM, System21, Anael, and Runtime businesses, offset by declines in our Enterprise Server, NTC, and SmartStream businesses.

In FY 2005 we were successful in maintaining the rate of support revenue attrition of our legacy EAS business segment at less than 10% (excluding the effect of foreign currency exchange rates). We believe that this resulted in part from several new product releases and product integrations. Services revenue includes revenue derived from consulting, education and other professional services. The intended decline in low margin, resold hardware revenue occurred across all EAS businesses that previously reported hardware revenue.

In the fourth quarter of FY 2005, total revenue in the EAS segment increased 1.3%, or $1.2 million, to $93.7 million, compared to $92.5 million in the fourth quarter of FY 2004. The increase in total revenue for this period was attributable principally to an increase of 27.9%, or $4.3 million, in software license revenue, and an increase of 2.5%, or $0.6 million, in services revenue. These increases were offset by a decline of 4.9%, or $2.4 million, in support revenue, and a decline in hardware revenue of 35.1%, or $1.3 million.

The increase in software license revenue for the fourth quarter was attributable to increases in substantially all of our EAS businesses. The decline in support revenue was mainly attributable to the decline in our Enterprise Server business. The intended decline in low margin, resold hardware revenue occurred across all EAS businesses that previously reported hardware revenue.

EAS—Revenue Indicators

	Three months ended
	April 30, 2005		January 31, 2005		April 30, 2004
	($'s in $000's)
Transactions greater than $150,000		38		28		23
Average transaction size greater than $150,000	$	424	$	352	$	231

We saw an improvement in the EAS segment in both the average size of transactions over $150,000 and the number of customer contracts over $150,000, which increased in the fourth quarter of FY 2005 to 38 from 23 in the fourth quarter of FY 2004 and 28 in the third quarter of FY 2005. Of the customer contracts in the fourth quarter of FY 2005, there were 10 contracts greater than $500,000. While this success may be an indication of some improvement in the market and increasing recognition of our product offerings, we recognize the challenge of continuing this success as these larger transactions typically are characterized by competitive bidding situations, lengthy sales cycles and pricing pressure in a consolidating market.

Total revenue in FY 2005 in the ISA segment decreased 1.5%, or $1.4 million, to $92.6 million, compared to $94.0 million in the previous year. The decrease in revenue for this period was attributable to a decline of 3.8%, or $0.4 million, in software license revenue, a decline of 12.0%, or $1.6 million, in services revenue, and a decline of 19.5%, or $0.7 million, in hardware revenue, offset by an increase of 2.0%, or $1.3 million, in support revenue. The $1.4 million decline in ISA revenue during FY 2005 was attributable principally to declines in sales in the Commercial Systems and Local Government businesses, partially offset by increases in sales in the Interealty and Public Safety businesses.

Gross Profit

	Year ended April 30,
	2005	2004
Gross profit on software revenue	88.8%	88.2%
Gross profit on support and services	74.6%	72.6%
Gross profit on hardware revenue	21.6%	15.7%
Gross profit on total revenue	63.9%	60.7%

Gross profit increased in FY 2005 to $284.0 million, or 63.9% of total revenue, from $270.2 million, or 60.7% of total revenue, in FY 2004. This increase resulted from improved gross margins on each revenue line, reduced costs and the continued displacement of lower margin hardware revenue by higher margin software, support and services revenue. The improvement in the gross profit on software license revenue resulted from an increase in direct sales as a percentage of total sales. This improvement was achieved despite increases in software costs associated with royalty payments made in connection with the sale of certain of our products in which we incorporate third party technology. The increase in the gross profit on support and services revenue was due to a decrease in personnel and personnel-related costs and our ongoing focus on improving the efficiency of our support and services infrastructure, partially offset by increases in third-party consulting costs and recoverable expenses.

However, management continues to be uncertain as to whether we can maintain this gross profit level in future quarters as gross profit often is influenced by variables outside of our control. For example, it is difficult for us to predict the percentage of our direct sales versus channel sales and the impact of increases in the price of hardware and other costs and our ability to pass those increases to our customers.

In the fourth quarter of FY 2005 gross profit increased to $75.9 million, or 64.8% of total revenue, from $73.1 million, or 62.9% of total revenue in the fourth quarter of FY 2004. The increase resulted from an improvement in gross profit on software license revenue consistent with the factors that contributed to the improvement in gross profit on software license revenue for FY 2005 as described above.

Operating Expenses

Overall operating expenses increased 1.0%, or $2.0 million, to $199.9 million in FY 2005, compared to $197.9 million in FY 2004. As a percentage of total revenue, operating expenses increased from 44.5% in FY 2004 to 45.0% in FY 2005. The slight increase was due to increases in sales and marketing, and amortization of intangibles, as well as a lower recovery related to net restructuring and other unusual items, partially offset by a decrease in research and development and general and administrative expenses. Overall operating expenses in FY 2005 were affected by increases related to personnel, external consulting services, marketing costs, and stock-based compensation expenses (including expenses associated with our stock option plan, deferred share unit plan, and RSU Plan which was adopted in FY 2005 and more fully described below). These increases were offset by certain expenses incurred in FY 2004 that were not incurred to the same extent in FY 2005, including the cost of legal settlements, legal fees, bad debt expenses, and restructuring costs. In addition, our headcount decreased by approximately 100 employees worldwide, from approximately 2,300 employees at the end of FY 2004 to approximately 2,200 employees at the end of FY 2005.

In FY 2005, we adopted a RSU Plan to provide long-term, non-dilutive equity incentives to our management team and other key employees. Under the RSU Plan, eligible participants may be granted restricted share units ("RSUs") that vest over time and/or when certain performance criteria are achieved. Upon vesting, participants receive common shares purchased by an independent trustee in the open market or a cash payment equal to the fair market value of the shares underlying the RSUs as of the vesting date. In FY 2005, our Board of Directors granted an aggregate of 1,358,250 RSUs, all of which, as of May 5, 2005, have been funded through open market purchases of the Corporation's shares that are held in trust for the benefit of the RSU Plan participants. The cash used for these open market purchases was deducted from our cash position as recorded on our April 30, 2005 balance sheet. Our decision to issue RSUs as a means of attracting and retaining key employees (as an alternative to issuing dilutive stock options), coupled with the requirement to expense stock-based compensation per section 3870 of the Canadian Institute of Chartered Accountants Handbook ("the CICA Handbook"), has had a negative impact on our GAAP net earnings. In FY 2006, we expect the impact of expensing stock-based compensation to be approximately $9.9 million (as compared to $6.5 million in FY 2005 and $2.4 million in FY 2004).

	Year ended April 30,
	Year ended April 30,						$ Change from fiscal 2004 to 2005			% Change from fiscal 2004 to 2005
	2005			2004			$ Change from fiscal 2004 to 2005			% Change from fiscal 2004 to 2005
Sales and marketing	$	78,086		$	74,051		$	4,035		5.4%
Research and development		57,878			58,805			(927	)	(1.6%	)
General and administrative		58,472			62,774			(4,302	)	(6.9%	)
Net restructuring and other unusual items		(3,724	)		(5,281	)		1,557		(29.5%	)
Amortization of intangible assets		9,161			7,589			1,572		20.7%

Sales and Marketing—Sales and marketing expenses increased 5.4%, or $4.0 million, in FY 2005 compared to FY 2004. As a percentage of total revenue, sales and marketing expenses increased to 17.6% in FY 2005 from 16.6% in FY 2004. In the fourth quarter of FY 2005 sales and marketing expenses increased 15.6%, or $2.9 million, compared to the same period in the previous year. As a percentage of total revenue, sales and marketing expenses increased to 18.5% in the fourth quarter of FY 2005. The increase in expenses during the fourth quarter was largely attributable to our GPM business, which experienced changes in sales personnel and related costs, an increase in marketing costs, and an increase in stock-based compensation expenses related to our various equity incentive plans. Commissions and bonuses associated with the achievement of software revenue targets in certain EAS businesses also increased. Overall, the number of sales personnel remained constant in FY 2005. However, there was a shift of resources amongst the various businesses to right-size areas we view as having a likelihood of software license revenue growth opportunities. We continue to invest in sales personnel who are focused on obtaining new customers and generating software license revenue growth. However, any benefits derived from hiring such sales personnel likely will occur following a transition period which is expected to last approximately nine months from the date of hiring. In the future, we expect sales and marketing expenses to continue to increase as a percentage of total revenue as we focus on efforts to generate new software license revenue. Our sales and marketing expenses are generally fixed, and any increase in such expenses will have a disproportionate adverse affect on our net earnings in those quarters in which, due to the seasonality of our business, we generate less revenue. In addition, due to lengthy sales cycles, the delay associated with reaping the benefits of new sales personnel, and unpredictability in assessing the effectiveness of various marketing initiatives, our continued investment in sales and marketing may not always correlate with the generation of new license revenue growth.

Research and Development—Research and development expenses decreased 1.6%, or $0.9 million, in FY 2005 compared to FY 2004. As a percentage of total revenue, research and development expense decreased from 13.2% in FY 2004 to 13.0% in FY 2005. The decrease from the prior year reflects personnel reductions in this area and lower personnel-related costs resulting from decreased development requirements in various product areas and savings realized through offshore outsourcing arrangements. In the fourth quarter of FY 2005 research and development expenses increased 5.1%, or $0.7 million, compared to the same period in the previous year. The increase was attributable mainly to additional consulting costs related to certain products in the quarter, and an increase in stock-based compensation expenses related to our various equity incentive plans. Overall, the number of development personnel declined in FY 2005, and we redistributed resources among our various businesses so as to better align resources with areas of anticipated product revenue growth. In the future, we expect our research and development expense to increase as we continue to invest in internal product development to enhance and integrate further our suite of products.

We currently do not have any capitalized software development costs. Software development costs are expensed as incurred unless they meet generally accepted accounting criteria for deferral and amortization. Software development costs incurred prior to the establishment of technological feasibility do not meet these criteria, and are expensed as incurred. Capitalized costs would be amortized over the estimated benefit period of the software developed. No costs were deferred in FY 2005 as most projects did not meet the criteria for deferral and, for those projects that met these criteria, the period between achieving technological feasibility and the completion of software development was minimal, and the associated costs immaterial.

General and Administrative—General and administrative expenses decreased 6.9%, or $4.3 million, to $58.5 million, in FY 2005 from $62.8 million in FY 2004. As a percentage of total revenue, general and administrative expenses decreased from 14.1% in FY 2004 to 13.2% in FY 2005. This decrease was mainly attributable to expenses incurred in FY 2004 related to legal settlements, legal fees, and bad debt expenses, which were not incurred to the same extent during FY 2005. The

improvement in bad debt expenses was due to better cash collections in FY 2005 and the release of reserves previously provided for in FY 2004 that were no longer required in FY 2005. The decrease was partially offset by increases in administrative personnel and accompanying personnel-related costs, stock-based compensation expenses related to our various equity incentive plans, and internal and external costs associated with our ongoing compliance with corporate governance regulations and requirements. We expect the trend of increased costs related to regulatory compliance to continue in the future. In the fourth quarter of FY 2005, general and administrative expenses were $17.1 million, or 14.6% of total revenue, compared to $14.8 million, or 12.7% of total revenue, in the fourth quarter of FY 2004. The increase in the quarter was predominantly due to costs associated with analyzing potential acquisitions, consulting costs related to compliance with Section 404 of the Sarbanes-Oxley Act of 2002 ("SOXA 404"), and stock-based compensation expenses.

Net Restructuring and Other Unusual Items—In FY 2005 we recorded a recovery of $3.7 million in net restructuring and other unusual items. This recovery was attributable in part to the release of facility and acquisition reserves related to our European-based businesses of $1.8 million. The facility reserves were determined to be no longer required due to negotiated settlements of existing leases which will relieve us of certain future cash rental payments. The remaining reserves were released to adjust the accruals to match the current estimates of amounts required. The recovery also was affected by the settlement of a loan due from a former officer of the company. The loan was provided for in prior years due to the uncertainty of collection, but in the fourth quarter of FY 2005 we reached a settlement on the amount owing, which resulted in a net recovery of $1.6 million.

Net restructuring and other unusual items in FY 2004 yielded a recovery of $5.3 million. The net recovery for the year included $7.0 million in the release of reserves relating to, among other things, severance, facilities and litigation that were set up in prior years but were 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—Amortization of intangible assets was $9.2 million in FY 2005 compared to $7.6 million in FY 2004. This increase was attributable to the amortization of intangible assets acquired in the Comshare acquisition. Our FY 2005 results included a full year of amortization related to Comshare operations, versus FY 2004 for which only approximately three quarters of such amounts were included.

Interest Income—Interest income was $3.3 million in FY 2005 compared to $1.3 million in the previous year. The increase in interest income was primarily a result of higher average cash balances, higher interest rates, and more effective cash management in FY 2005 compared to the previous year.

Interest Expense—Interest expense was $1.6 million in FY 2005 compared to $1.3 million in the previous year. This increase was primarily attributable to the amortization of financing costs related to the $50.0 million credit facility obtained in second quarter of FY 2004.

Other Income (Expense)—Other income in FY 2005 was $2.3 million compared to other expense of $1.4 million in FY 2004. The increase in other income was primarily attributable to a net gain on foreign exchange due to the continued strengthening of the British Pound Sterling and the Euro against the U.S. Dollar, as well as foreign exchange gains from the rationalization of certain of our legal entities during the year.

Income Taxes—We operate globally and we calculate our tax provision in each of the jurisdictions in which we conduct business. Our tax rate is, therefore, affected by the realization and anticipated relative profitability of our operations in those various jurisdictions, as well as different tax rates that

apply and our ability to utilize tax losses. In FY 2005 the provision for income taxes was $11.1 million, compared to $13.7 million in FY 2004. The effective tax rate for FY 2005 was 12.6 % compared to 19.3 % for FY 2004. Based on the current facts and circumstances, we anticipate that our effective tax rate will fluctuate quarter to quarter throughout FY 2006 and will not benefit from certain of the non-recurring tax items witnessed in FY 2004 and FY 2005.

The decrease in the effective rate for FY 2005 was predominantly due to the net release of reserves for tax filing positions due to a change in circumstances of $14.1 million compared to a release of reserve of $3.0 million for FY 2004. In addition, in FY 2005 there was a release of a valuation allowance of $5.7 million against tax assets.

The release of $14.1 million of reserves during the year was a non-cash benefit to the Company this year. This release was an unusual event that is not anticipated to occur regularly on a quarterly basis. Reserves are set up when they can be reasonably estimated, and it is probable that a taxing authority will disagree with a tax position that will result in taxes being paid. In addition, valuation allowances are set up where the recovery of a deferred tax asset is not likely.

In the fourth quarter of FY2005 we had a provision for income taxes of $5.6 million, compared to a provision for income taxes of $0.9 million in the corresponding period of FY2004. The effective tax rate for the fourth quarter of FY 2005 was 23.2%, compared to 3.7% in the fourth quarter of FY 2004.

The increase in the effective rate for the fourth quarter ended April 30, 2005 from the corresponding period ended April 30, 2004 was predominantly due to the release of additional valuation allowances in the amount of $1.8 million during the fourth quarter of FY 2004 in excess of the release of valuation allowances during the fourth quarter of FY 2005.

Net Earnings—Net earnings increased 34.7%, or $19.9 million, to $77.0 million, or $0.87 per diluted share, in FY 2005, compared to $57.2 million, or $0.66 per diluted share, in FY 2004. Net earnings were positively impacted by a non-recurring tax benefit primarily related to release of reserves in the third quarter of FY 2005, and a valuation allowance release in the fourth quarter of FY 2005.

Net earnings decreased 21.6%, or $5.1 million, from $23.8 million, or $0.27 per diluted share, in the fourth quarter of FY 2004, to $18.6 million, or $0.21 per diluted share in the fourth quarter of FY 2005. Net earnings were negatively impacted by the increase in the effective tax rate in the fourth quarter of FY 2005 compared to the fourth quarter of FY 2004, as well as the increase in expenses.

Many of our businesses are organized geographically so that many of our expenses are incurred in the same currency as our revenue, which mitigates our exposure to currency fluctuations related to operations. Compared to FY 2004, currency fluctuations (primarily attributable to the continued strengthening of the Euro and British Pound Sterling against the U.S. Dollar) had the effect of increasing net earnings by $1.8 million in FY 2005. The increase in net earnings during the year was impacted by a foreign exchange gain on revenue of $15.9 million, offset by a foreign exchange loss on expenses of $14.1 million. For the fourth quarter of FY 2005, currency fluctuations had the effect of increasing net earnings by $0.5 million, increasing revenue by $3.4 million and increasing expenses by $2.9 million.

For FY 2005, earnings before interest, other income, income taxes, depreciation and amortization ("EBITDA"²) increased to 22.5% of total revenue, compared to 19.7% of total revenue for FY 2004. Our ADJUSTED EBITDA was $106.7 million for FY 2005 compared to $90.1 million for FY 2004.

(2): It is important to note that EBITDA and ADJUSTED EBITDA are not a measure of performance under Canadian or U.S. GAAP. EBITDA and ADJUSTED EBITDA should not be considered in isolation as a substitute for net earnings prepared in accordance with Canadian or U.S. GAAP, nor a measure of operating performance or profitability. EBITDA and ADJUSTED EBITDA do not have a standardized meaning prescribed by GAAP and are not necessarily comparable to similar measures presented by other companies. The Company uses EBITDA and ADJUSTED EBITDA because we believe they provide useful information to investors, since they allow investors to evaluate the operational and financial performance of the Company's core business.

The following table reconciles EBITDA and ADJUSTED EBITDA:

	Year ended April 30,
	FY2005		FY2004		FY2003
Canadian GAAP based "Total revenue"	444,392		445,272		408,477

Canadian GAAP based "Net earnings"	77,024		57,166		31,871

Add back:
Income taxes	11,125		13,674		21,343
Interest income	(3,318	)	(1,265	)	(1,327	)
Interest expense	1,583		1,289		482
Other (income) expense, net	(2,252	)	1,374		1,814
Amortization of intangible assets	9,161		7,589		1,085
Amortization of deferred financing costs	943		607		—
Depreciation of property, plant and equipment	5,930		7,243		10,436

EBITDA	100,196		87,677		65,704

EBITDA as a percentage of total revenue	22.5%		19.7%		16.1%
Add back:
Stock based compensation	6,527		2,385		0

ADJUSTED EBITDA	106,723		90,062		65,704

Summary of Quarterly Results

The following table sets forth in summary form the unaudited consolidated statements of earnings for each of our most recently completed eight fiscal quarters. This data was derived from our unaudited consolidated statements of earnings that were prepared on the same basis as the annual audited consolidated statements of earnings and, in our view, include all adjustments reasonably 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 2005 and FY 2004. 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 per share data)

	2004								2005
	Quarter 1		Quarter 2		Quarter 3		Quarter 4		Quarter 1		Quarter 2		Quarter 3		Quarter 4
Total revenue	$	101,525	$	111,467	$	116,175	$	116,105	$	106,868	$	106,430	$	113,890	$	117,204
Cost of revenue		40,836		45,227		45,991		43,042		37,471		38,755		42,840		41,291
Gross profit		60,689		66,240		70,184		73,063		69,397		67,675		71,050		75,913
Operating expenses		46,528		50,837		51,901		48,672		48,825		47,237		49,544		54,267
Earnings from operations		14,161		15,403		18,283		24,391		20,572		20,438		21,506		21,646
Net earnings		9,367		10,264		13,755		23,780		13,512		15,204		29,670		18,638
Basic EPS		0.11		0.12		0.16		0.28		0.16		0.18		0.35		0.22
Diluted EPS		0.11		0.12		0.16		0.27		0.15		0.17		0.34		0.21

Note: Some of the amounts have been restated to reflect the adoption of new accounting standards, see "note 2 of the April 30, 2005 audited financial statements".

Liquidity and Financial Condition

	As at April 30, 2005	As at April 30, 2004(1)	$ Change
Cash and cash equivalents and short-term investments	188,242	112,550	75,692
Current assets	266,425	192,166	74,259
Total assets	466,166	406,903	59,263
Current liabilities	209,399	232,547	(23,148	)
Long-term liabilities	36,469	38,285	(1,816	)
Total shareholders' equity	220,298	136,071	84,227

(1): We have adjusted our consolidated balance sheet as at April 30, 2004, and our consolidated statement of cash flows for the year ended April 30, 2004. In February 2005, we determined that our previously issued consolidated balance sheet as at April 30, 2004 required an adjustment to reclassify $26,500 of auction rate securities from cash and cash equivalents to short-term investments. The auction rate securities were classified as cash and cash equivalents as a result of our intent to liquidate them within a 60-day period however, the original maturities of the securities exceeded 90 days. The adjustments to our consolidated balance sheet as at April 30, 2004 resulted in a decrease of cash and cash equivalents of $26,500 and an increase in short-term investments of $26,500. In addition, adjustments to our consolidated statement of cash flows resulted in a decrease of $6,500 in cash from investing activities for the year ended April 30, 2004 as a result of net purchases of the auction rate securities. These reclassifications had no impact on our results of operations.

As of August 1, 2004 we no longer held any auction rate securities and ceased investing in these securities given that interest rates increased on traditional investment vehicles.

At April 30, 2005, cash and cash equivalents and short-term investments increased $75.7 million to $188.2 million, compared to $112.6 million at April 30, 2004. Total assets increased $59.3 million from $406.9 million at April 30, 2004 to $466.2 million at April 30, 2005. The increase in total assets was primarily due to the increase in cash generated throughout our business, increase in future tax assets, and an increase in restricted cash due to funds transferred to the independent trust to purchase shares in connection with the RSU Plan prior to April 30, 2005 that did not settle until May 5, 2005. This increase was partially offset by a decrease in intangible assets resulting from the amortization of intangibles in the period, and a decrease in goodwill that resulted due to release of valuation allowances in connection with the acquisition of Comshare and Extensity. The net increase in future tax assets of $5.9 million encompassing a utilization of future tax assets of $20.6 million offset the net change in valuation allowance of $26.5 million. This change in the valuation allowance was primarily due to a release of valuation allowance of $18.7 million in connection with the acquisitions of Comshare and Extensity that resulted in a corresponding decrease in the goodwill associated with these acquisitions.

Current liabilities decreased by $23.1 million from $232.5 million at April 30, 2004, to $209.4 million at April 30, 2005. This decrease primarily resulted from a reduction in accounts payable and accrued liabilities, income taxes payable and deferred revenue. The decrease in accounts payable and accrued liabilities was attributable primarily to the payment of legal settlements of approximately $4.2 million which were included in the FY 2004 accruals, as well as the release of previously accrued facility and restructuring reserves that were either no longer required as a result of a change in circumstances, or drawn down from scheduled payments. This was partially offset by the increase in bonus and commission accruals related to FY 2005 sales target and other objectives. The decrease in income taxes payable was due to the release of reserves made in previous years that are no longer required due to changes in circumstances. Deferred revenue is primarily composed of deferred support revenue, which is recognized ratably over the term of the related maintenance agreement, normally one year, deferred professional services revenue, which is recognized as such services are performed, and deferred software license revenue, which is recognized when the "GAAP" criteria for revenue recognition have been met. The decrease in deferred revenue in FY 2005 reflects continued maintenance attrition in our EAS legacy businesses, partially offset by the increase in deferred support and software license revenue related to new software license sales.

Net Changes in Cash Flow

	Twelve months ended April 30
	2005			2004(1)			$ Change
Net cash provided by operating activities	$	79,956		$	66,586		$	13,370
Net cash provided by (used in) investing activities		17,236			(48,285	)		65,521
Net cash used in financing activities		(1,479	)		(2,796	)		1,317
Effect of exchange rate changes on cash and cash equivalents		6,479			726			5,753
Net increase in cash and cash equivalents		102,192			16,231			85,961

The improvement in net cash provided by operating activities for FY 2005 was primarily attributable to higher net earnings, along with improvements in accounts receivable, accounts payable and accrued liabilities, tax related items and a decrease in restructuring reserves, offset by the decrease in deferred revenue due predominantly to attrition in our legacy EAS business and consistent with the seasonal nature of our business.

There was an improvement in net cash provided by investing activities in FY 2005 as we did not consummate an acquisition in FY 2005, whereas we did acquire Comshare in FY 2004 for $39.1 million. We also had a net change in short-term investments and a decline in the purchase of property and equipment. An increase in restricted cash due to funds transferred to an independent trust to purchase our common shares to be held in trust in connection with previously granted RSUs also contributed significantly to this improvement.

The improvement in net cash used by financing activities for FY 2005 was attributable to financing costs incurred in FY 2004 related to our credit facility (which were not incurred in FY 2005), the increase in cash proceeds from the exercise of stock options, and a decrease in long term debt repayments. This improvement was partially offset by the funding of an independent trust to make open market purchases of our shares to be held in trust in connection with RSUs granted in FY 2005.

Capital Resources and Commitments

We obtained a credit facility in the second quarter of FY 2004 that is collateralized by substantially all of our assets including the assets of certain of our Canadian and U.S. subsidiaries. Certain other subsidiaries also guarantee this facility. 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. As of April 30, 2005, $2.2 million of the $5.0 million letter of credit sub-facility had been utilized, and the remaining $47.8 million of the $50.0 million revolving line of credit was available for future cash needs.

We have not entered into off-balance sheet financing as a general practice. Except for operating leases, uncollateralized bank guarantees and uncollateralized letters of credit, all of our commitments are reflected on our balance sheets. Commitments include operating leases for office equipment and facilities, letters of credit, bank guarantees, and performance bonds that are routinely issued on our behalf by financial institutions, in each case primarily in connection with facility leases and contracts with public sector customers. We do not have any other business arrangements, derivative financial instruments, or any equity interests in unconsolidated companies that would have a significant effect on our assets and liabilities as at April 30, 2005.

The following table summarizes our outstanding cash commitments as of April 30, 2005

	Payments due by period
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Operating leases	$	48,584	$	15,100	$	17,165	$	8,611	$	7,708
Capital leases		5,054		424		953		1,113		2,564
Employee future benefit payments		50,632		637		1,354		1,568		47,073

Total outstanding cash commitments	$	104,270	$	16,161	$	19,472	$	11,292	$	57,345

Foreign Currency Risk

We operate internationally and have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. Dollar. Consequently, we believe movements in the foreign currencies in which we transact could significantly affect future net earnings. Currently, we do not engage in the use of hedging techniques to mitigate such currency risks, however we are assessing various hedging strategies and may make use of such financial instruments in the future. 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.

Critical Accounting 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. We have not changed our accounting policies or initially adopted new or different accounting policies during or since FY 2005. 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 have a material impact on 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 license 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 unspecified software upgrades and enhancements. We recognize revenue in accordance with the current rules Canadian GAAP. 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-year, multiple-year or perpetual arrangements in which the fair value of the license fee is separately determinable from maintenance and/or professional service fees. 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.

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.

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, may additionally be 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 unspecified 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 and implementation services, which are determinable based upon VSOE of the fair value. When license arrangements include maintenance and 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 and maintenance. We use VSOE of fair value for the services and maintenance to account for an arrangement using the residual method, regardless of any separately stated prices within the contract for each element. Revenue for services is recognized as the services are performed. VSOE of fair value of professional services is based upon the average hourly rate charged when such services are sold separately. When we enter into contracts to provide services only, revenue is recognized 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 any 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's 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 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 customer has accepted the milestone. 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 fair value assigned to the, net identifiable 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.

Goodwill is tested for impairment at the "reporting unit level" ("reporting unit") in accordance with the 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 utilizes estimates for the reporting units that include the following: revenue, based on expected growth rates; estimated costs; and appropriate discount rates. Significant management judgment is required in the forecasting of future operating results, which are used in the preparation of the projected discounted cash flows. 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 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 future tax assets. As a result of these considerations, we must estimate our income taxes in each of the 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 from 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 in connection with lease commitments for the various facilities that we have vacated, net of estimated projected sublease income. In accounting for these accruals, we have made assumptions based on current market conditions in the various areas where we have vacant space, and these assumptions 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 debts 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, 2005 our allowance for doubtful accounts was $5.8 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 determining whether a loss is probable and, if so, 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.

Recent Accounting Pronouncements

Canadian GAAP

Consolidation of Variable Interest Entities

In June 2003, the CICA issued Accounting Guideline No. 15 ("AcG-15") Consolidation of Variable Interest Entities. AcG-15 addresses the consolidation of variable interest entities ("VIEs"), which are entities that have insufficient equity at risk to finance their operations without additional subordinated financial support and/or entities whose equity investors lack one or more of the specified essential characteristics of a controlling financial interest. AcG-15 provides specific guidance for determining when an entity is a VIE and who, if anyone, should consolidate the VIE. The guideline was effective for our interim period beginning February 1, 2005. Since we did not and do not currently hold any variable interests, the adoption of AcG-15 did not have a material impact on our consolidated financial position, results of operations and cash flows

Financial Instruments, Comprehensive Income, Hedges

On January 27, 2005, the Accounting Standards Board issued CICA Handbook section 1530 Comprehensive Income ("Section 1530"), Handbook Section 3855 Financial Instruments—Recognition and Measurement ("Section 3855") and Handbook section 3865 Hedges ("Section 3865"). Section 3855 expands on CICA handbook section 3860 Financial Instruments- Disclosure and Presentation by prescribing when a financial instrument is to be recognized on the balance sheet and at what amount. It also specifies how instrument gains and losses are to be presented. Section 3865—Hedges, is optional. It provides alternative treatments to Section 3855 for entities that choose to designate qualifying transactions as hedges for accounting purposes and specifies how hedge accounting is applied and what disclosures are necessary when it is applied. Section 1530 introduced a new requirement to present temporarily certain gains and losses outside net income in a new component of shareholders' equity entitled Comprehensive Income. These standards are substantially harmonized with U.S. GAAP and are effective for us beginning May 1, 2007. We are currently evaluating the impact of these standards on our consolidated financial position, results of operations and cash flows.

U.S. GAAP

Share-Based Payment

In December 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123R"), which replaces SFAS No. 123, "Accounting for Stock-Based Compensation," ("SFAS 123") and supercedes APB Opinion No. 25, "Accounting for Stock Issued to Employees". SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values beginning with the first interim or annual period after June 15, 2005, with early adoption encouraged. In April 2005, the Securities and Exchange Commission (the "SEC") postponed the effective date of SFAS 123R until the issuer's first fiscal year beginning after June 15, 2005. Under the current rules, we will be required to adopt SFAS 123R in the first quarter of fiscal 2007, beginning May 1, 2006. The pro forma disclosures previously permitted under SFAS 123 no longer will be an alternative to financial statement recognition.

We adopted the fair value method of accounting for all stock-based compensation awards to both employees and non-employees granted on or after May 1, 2003. All stock-based compensation related to awards granted prior to April 30, 2003 is included in the pro forma disclosures in the notes to the consolidated financial statements. Under SFAS 123R, we must utilize one of the transition methods required by the standard to record the fair value of stock-based compensation related to these awards. The transition methods include prospective and retroactive adoption options. Under the retroactive

option, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated.

In March 2005, the SEC issued Staff Accounting Bulletin No. 107 ("SAB 107") regarding the SEC's interpretation of SFAS 123R and the valuation of share-based payments for public companies. We are still evaluating the requirements of SFAS 123R and SAB 107 and expect that the adoption of SFAS 123R on May 1, 2006 will not have a material impact on our consolidated results of operations and earnings per share. We have not yet determined the method of adoption or the effect of adopting SFAS 123R, and we have not determined whether the adoption will result in amounts that are similar to the current pro forma disclosures under SFAS 123.

Exchanges of Non-monetary Assets

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary Assets-An Amendment of Accounting Principles Board Opinion No. 29, Accounting for Non-monetary Transactions" ("SFAS 153"). SFAS 153 eliminates the exception from fair value measurement for non-monetary exchanges of similar productive assets in paragraph 21(b) of APB Opinion No. 29, "Accounting for Non-monetary Transactions," and replaces it with an exception for exchanges that do not have commercial substance. SFAS 153 specifies that a non-monetary exchange have commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective for fiscal periods beginning after June 15, 2005, and we will be required to adopt it in the second quarter of fiscal 2006, beginning on August 1, 2005. We do not believe adoption of Statement 153 will have a material effect on our consolidated financial position, results of operations or cash flows.

Risks and Uncertainties

We operate in a dynamic and rapidly changing environment and industry, which exposes us to numerous risks and uncertainties. The following section describes some, but not all, of the 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, financial condition or results of operations. If any of these risks occurs, our business, financial condition, or results of operations could be seriously harmed. 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 favorable impact on the Company's results. This section should be read in conjunction with the audited Consolidated Financial Statements for the year ended April 30, 2005 and Notes thereto, and the other parts of this MD&A.

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 $77.0 million for the year ended April 30, 2005. Although we had net earnings for the past four fiscal years, we had a net loss of $169.4 million for the year ended April 30, 2001. In the past, our losses have resulted principally from costs incurred to realign our global operations and our conclusion that the goodwill and other intangibles we carried on our consolidated balance sheet was impaired. Although we have been operating profitability since FY 2002, 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, as well as to restructuring efforts intended to reduce costs and more efficiently organize our operations.

Although no such write-downs or charges were required during FY 2004 or FY 2005, we periodically review the value of acquired intangibles and goodwill to determine whether any impairment exists and we could write-down a portion of our intangible assets and goodwill as part of any such future review. We also periodically review opportunities to organize operations more efficiently, 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 our 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, and delivery and implementation of our products;
•: the gain or loss of any significant customer;
•: 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. The 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 new license revenue will vary substantially and will be subject to a number of factors, including customers' budgetary constraints, timing of budget cycles and concerns about the pricing or introduction of new 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 customer's decision to replace our product with that of a competing vendor, to purchase 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. We have been able to replace portions of revenue lost through attrition with new revenue from maintenance 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 of competitors' 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, based on feedback from our industry and internal analysis, that our future success depends upon our ability to make additional worthwhile acquisitions such as our acquisitions of Extensity and Comshare to offset the effect of customer attrition. We cannot be certain that we will be able to identify suitable new acquisition candidates that are available for purchase at reasonable prices. Even if we are able to identify such candidates, we may be unable to consummate an acquisition on suitable terms. If we are unable to find and consummate additional worthwhile acquisitions, it is likely that our revenues and stock price will decline due to the adverse impact this would have on our ability to grow our business and offset the effect of customer attrition. Many recent transactions in the software industry in general, and the BPM segment in particular, have occurred at valuations with multiples exceeding two times revenue. Consequently, identifying suitable acquisition targets has become increasingly difficult and this has impaired our ability to execute accretive acquisitions, given Geac's own enterprise value to revenue ratio. 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, we are likely to focus more heavily on larger companies for acquisition and continue to target public companies as potential acquisition candidates. 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.

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

We are frequently in formal or informal discussions with potential acquisition candidates and may acquire, or make 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 disruption of, our ongoing business; failure to integrate successfully 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 acquired businesses; 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 synergies; and unanticipated costs or liabilities. In addition, future acquisitions are accompanied by the risk that the obligations and liabilities of an acquired company may not be adequately reflected in the historical financial statements of such company and the risk that such historical financial statements may be based on assumptions, which are incorrect or inconsistent with our assumptions or approach to accounting policies. 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 vary substantially from contract to contract and from 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 ultimately to 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 fluctuate rapidly and unpredictably, which makes it difficult for us to manage our business efficiently and may reduce our gross profits, profitability and market share.

We depend upon the capital spending budgets of our customers. World and regional economic conditions have, in the past, adversely affected our licensing and support revenue. The continued weakness in our revenues from sales of new licenses of our enterprise applications systems appears to be 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 and financial condition

may be adversely affected. There has been a 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, our sales data and industry observations indicate 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. Continuation of the current economic circumstances 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 application software and systems, which may reduce our market, share or limit the prices we can charge for our systems and services.

The enterprise software market in which we compete is maturing and is deeply penetrated by large independent software suppliers, such as Microsoft, Oracle, Hyperion, Cognos, Outlooksoft, Cartesis, Lawson Software, SAP, SSA Global, Infor 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 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 into 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 or better than that of our products that are based on older technology. In addition, current and potential competitors may make strategic acquisitions or establish cooperative 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 support 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; industry-specific expertise; cost of ownership; 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 are 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, increased customer attrition rates and a 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.

Our experience indicates that 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' needs and win new business. In addition, as a result of this trend, customers' buying patterns may be impacted. The uncertainty in the market created by this trend may cause customers to postpone or delay their buying decisions until the uncertainty regarding this consolidation trend is reduced. 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.

If we consummate new acquisitions, resulting growth may place significant demands on our management resources and operational infrastructure. Any failure to manage this growth effectively may lead to a disruption in our operations and a resulting decline in profitability.

In the past, we experienced substantial growth, primarily through acquisitions, which significantly expanded our operations. We made 33 acquisitions between May 1, 1996 and August 31, 2003, and we plan to continue to make acquisitions in the future. Growth and expansion resulting from future acquisitions may place a significant demand on our management resources. To manage post-acquisition 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 retain, integrate, motivate and manage the employees who manage our operations following an acquisition. We may not be able to manage such expansion effectively 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 adversely impact 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 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 favorable terms, or at all, divestitures that would otherwise be beneficial to us, and may in the process weaken business divisions that we are considering for divestiture. 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 2005 and FY 2004. 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 2005 and FY 2004. 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 pricing of our products and negatively influence customer demand. Additional risks we face in conducting business internationally include: longer payment cycles and difficulties in managing international operations (including constraints associated with local laws regarding employment, difficulty in enforcing our agreements through foreign legal systems, problems in collecting accounts receivable, complex international tax and financial reporting 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. Most of our maintenance contract renewals occur on a calendar-year basis. Accordingly, cash receipts from maintenance contract renewals are usually 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. Our operating expenses are generally fixed, and any increase in such expenses will have a disproportionate adverse affect on our gross margins and net earnings in those quarters in which, due to the seasonality of our business, we generate less revenue.

Impact of geopolitical and other global 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. Any such new hire may require a significant transition period prior to making a meaningful contribution to the Company. 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.

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 members of our senior management team we cannot assure you that they or our other key employees 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. While we believe some of our products may be nearing the end of their product life cycles, we cannot estimate the decline in demand from our customer of maintenance and support related to these products. 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. Our software products must remain compatible 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 formed, and intend to continue to form, collaborative relationships with other leading companies to increase new license revenue. 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. Such parties may also be acquired by our competitors to terminate our relationship or they may 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.

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

We incorporate third-party technology into our products. Currently, the third-party providers include, without limitation: IBM, Impromptu, FRx, Jacada, Brio, Apache Foundation, Microsoft, Lombardi, IBI, Pervasive, BEA Systems, DataMirror, Business Objects and Sun Microsystems. We may incorporate additional third-party technology into our products as we continue to develop our existing products and expand our product lines. The operation of our products could be impaired if errors

occur in the third-party technology that we license. It is more difficult for us to correct errors in third-party technology because the technology is not within our control. Accordingly, our business may be adversely affected in the event of errors in this technology. Furthermore, it may be difficult for us to replace any third-party technology if a vendor seeks to terminate our license to use the technology.

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.

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.

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 the 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.

If our customers demand performance guarantees, the costs and risks associated with offering our products and services will increase.

We and our competitors are being requested, with increasing frequency, to provide specific performance guarantees with respect to the functionality of certain aspects of our software. Similarly, we have been requested to quote fixed-price bids for professional services. These requests present risks,

because no two implementations of our software are identical, and therefore we cannot accurately predict precisely what will be required to meet these performance standards. If this trend continues, our profitability may be affected if we are required to spend more to meet our commitments.

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. Such publicity 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 business 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, portions of our Anael, Local Government businesses and Interealty business 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 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 our Web-hosted products 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 new 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 new legislation could expose companies involved in electronic commerce to liability, which could limit the growth of electronic commerce generally and reduce demand 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 on a basis 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.

Extensity, a company we acquired in March 2003, is the target of a securities class action complaint, which may result in substantial costs and divert management attention and resources.

Extensity, a company 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 settlement agreement to settle all claims, which would be funded by the issuers' insurers. On February 15, 2005, the Court issued an opinion granting preliminary approval of the settlement. If the settlement is not finally approved, 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
•: 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 strive to ensure 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.

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 ("SOXA"), as well as recent changes to stock exchange standards, we may be required to hire additional personnel and make additional investment in our infrastructure. We are utilizing more outside legal, accounting and advisory services than in the past. As a result of the foregoing, our general and administrative costs will 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.

Currently, we qualify as a "foreign private issuer" for U.S. federal securities law purposes. "Foreign private issuers" need to comply with the requirements of SOXA 404, and certain other requirements under SOXA, for all fiscal years ending after July 15, 2006. As a result, if we continue to qualify as a "foreign private issuer" we will first be required to comply with Section 404 and certain other SOXA requirements for the first time in respect of our fiscal year ending April 30, 2007. If, for any reason, we do not continue to qualify as a "foreign private issuer" through April 30, 2006 because, among other possible reasons, the percentage of our voting securities owned by residents of the United States exceeds 50%, we will need to comply with these requirements for the first time in respect of our current fiscal year. In conjunction with the Section 404 requirements that management report on the effectiveness of our internal control over financial reporting and identify any material weaknesses in our internal control over financial reporting, we are engaged in an ongoing process to document,

evaluate and test our disclosure controls and procedures, including corrections to existing controls and additional controls and procedures that we may implement. Although we have committed and are continuing to commit significant human and other resources to the SOXA compliance effort, we can make no assurance that we will be able to complete the SOXA 404 process or otherwise fully comply with the requirements under SOXA prior to, or for any fiscal period ending prior to, April 30, 2007. Any unfavorable Section 404 report or other report disclosing our failure to meet the requirements of SOXA could undermine investor confidence and the value of our stock and subject us to possible litigation.

SELECTED ANNUAL INFORMATION

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

Three year financial highlights
(Amounts in thousands of U.S. dollars, except share and per share data)

	Years Ended April 30,
	2005			2004(1)			2003(1)
Consolidated Statement of Earnings Data:
Total revenues	$	444,392		$	445,272		$	408,477
Total cost of revenues		(160,357	)		(175,096	)		(169,042	)

Gross profit		284,035			270,176			239,435
Operating expenses		(199,873	)		(197,938	)		(185,252	)

Earnings from operations		84,162			72,238			54,183
Other income (expense), net		3,987			(1,398	)		(969	)

Earnings from operations before income taxes		88,149			70,840			53,214
Income taxes		(11,125	)		(13,674	)		(21,343	)

Net earnings	$	77,024		$	57,166		$	31,871

EBITDA⁽²⁾	$	100,196		$	87,677		$	65,704
Basic net earnings per common share	$	0.90		$	0.68		$	0.40
Diluted net earnings per common share	$	0.87		$	0.66		$	0.39
Weighted average number of common shares used in computing basic net earnings per share ('000s)		85,574			84,645			80,152
Weighted average number of common shares used in computing diluted net earnings per share ('000s)		88,170			86,233			81,695
Consolidated Balance Sheet Data:
Cash and cash equivalents⁽³⁾	$	188,242		$	86,050		$	69,819
Short-term investments⁽³⁾		—			26,500			20,000
Current assets		266,425			192,166			179,128
Total assets		466,166			406,903			332,756
Current liabilities		209,399			232,547			233,268
Total liabilities		245,868			270,832			256,586
Shareholders' equity		220,298			136,071			76,170
Consolidated Statement of Cash Flow Data:
Cash provided by operating activities	$	79,956		$	66,586		$	29,044
Cash provided by (used in) investing activities⁽³⁾		17,236			(48,285	)		(33,428	)
Cash (used in) provided by financing activities		(1,479	)		(2,796	)		6,589

(1): Certain figures were restated to conform to the FY 2005 presentation.
(2): Earnings before interest, income taxes, depreciation and amortization (EBITDA) is calculated based on net earnings less interest, other income, income taxes, depreciation and amortization. Geac believes that, in addition to net earnings, EBITDA is a useful supplemental measure of net earnings, as it is used by certain readers as one measure of Geac's financial performance. However, EBITDA is not a recognized measure under Canadian GAAP and does not have a standardized meaning prescribed by Canadian GAAP. Readers are cautioned that EBITDA should not be construed as an alternative to net earnings determined in accordance with Canadian GAAP,

as an indicator of performance of Geac, or to cash flows from operating, investing and financing activities as a measure of liquidity and cash flows. Geac's method of calculating EBITDA may differ from the methods used by other entities and, accordingly, its EBITDA may not be comparable to similarly titled measures used by other entities.

(3): As previously reported, in February 2005, we determined that our consolidated balance sheets as at April 30, 2004 and 2003 required an adjustment to reclassify $26,500, and $20,000, respectively of auction rate securities from cash and cash equivalents to short-term investments. The auction rate securities were classified as cash and cash equivalents as a result of our intent to liquidate them within a 60-day period, however, the original maturities of the securities exceeded 90 days. The adjustments to our consolidated balance sheets as at April 30, 2004 and 2003 resulted in a decrease of cash and cash equivalents of $26,500, and $20,000, respectively and an increase in short-term investments of $26,500 and $20,000, respectively. In addition, adjustments to our consolidated statement of cash flows resulted in a decrease of $6,500 in cash from investing activities for the year ended April 30, 2004 as a result of net purchases of the auction rate securities. For the year ended April 30, 2003, adjustments to our consolidated statement of cash flows resulted in a decrease of $9,600 in cash from investing activities as a result of net purchases of the auction rate securities. These reclassifications had no impact on our results of operations.

As of August 1, 2004 we no longer held any auction rate securities and ceased investing in these securities given that interest rates increased on traditional investment vehicles.

QuickLinks

Exhibit 99.2

EX-99.3 4 a2161321zex-99_3.htm EXHIBIT 99.3
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.3

Audited Consolidated Financial Statements for the fiscal year ended April 30, 2005 (including a reconciliation to US GAAP at Note 25)

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, 2005 and 2004 and the consolidated statements of earnings, shareholders' equity and cash flows for each of the years in the two-year period ended April 30, 2005. 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, 2005 and 2004 and the results of its operations and its cash flows for each of the years in the two-year period ended April 30, 2005 in accordance with Canadian generally accepted accounting principles.

/s/ PricewaterhouseCoopers LLP

Chartered Accountants
Toronto, Ontario
June 22, 2005

Geac Computer Corporation Limited

Consolidated Balance Sheets

As at April 30, 2005 and 2004

(amounts in thousands of U.S. dollars)

		April 30,
		2005			2004
					(Revised— see note 2)
Assets
Current assets:
Cash and cash equivalents		$	188,242		$	86,050
Restricted cash			4,808			95
Short-term investments			—			26,500
Accounts receivable and other receivables (note 3)			56,853			55,837
Future income taxes (note 20)			8,292			15,247
Prepaid expenses and other assets (note 4)			8,230			8,437

	Total current assets		266,425			192,166
Restricted cash			3,039			1,781
Future income taxes (note 20)			34,558			21,741
Property, plant and equipment (note 5)			22,005			23,843
Intangible assets (note 6)			23,841			32,628
Goodwill (note 7)			110,142			128,366
Other assets			6,156			6,378

	Total assets	$	466,166		$	406,903

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities (note 9)		$	73,373		$	79,691
Income taxes payable			22,997			34,538
Current portion of long-term debt (note 12)			424			391
Deferred revenue (note 10)			112,605			117,927

	Total current liabilities		209,399			232,547
Deferred revenue (note 10)			2,058			2,256
Employee future benefits (note 15)			26,334			23,967
Asset retirement obligations (note 14)			1,678			1,648
Accrued restructuring (note 19)			1,769			5,864
Long-term debt (note 12)			4,630			4,550

	Total liabilities		245,868			270,832
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, 2005—86,377,012 (2004—85,174,785)			131,445			124,019
Treasury shares; issued and outstanding as at April 30, 2005—816,598 (2004—nil)			(6,979	)		—
Common stock options			12			44
Contributed surplus			6,353			2,368
Retained earnings			111,541			34,517
Cumulative foreign exchange translation adjustment			(22,074	)		(24,877	)

Total shareholders' equity			220,298			136,071

Total liabilities and shareholders' equity		$	466,166		$	406,903

Commitments and contingencies (notes 12, 16 and 22)

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
Chairman of the Audit Committee

Geac Computer Corporation Limited

Consolidated Statements of Earnings

For the years ended April 30, 2005 and 2004

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

			Year ended April 30,
			2005			2004
Revenue:
	Software		$	71,040		$	65,190
	Support and services			360,947			355,019
	Hardware			12,405			25,063

		Total revenue		444,392			445,272
Cost of revenue:
	Costs of software			7,991			7,663
	Costs of support and services			142,634			146,316
	Costs of hardware			9,732			21,117

		Total cost of revenue		160,357			175,096

Gross profit				284,035			270,176
Operating expenses:
	Sales and marketing			78,086			74,051
	Research and development			57,878			58,805
	General and administrative			58,472			62,774
	Net restructuring and other unusual items (note 19)			(3,724	)		(5,281	)
	Amortization of intangible assets			9,161			7,589

		Total operating expenses		199,873			197,938

Earnings from operations				84,162			72,238
Interest income				3,318			1,265
Interest expense				(1,583	)		(1,289	)
Other income (expense), net				2,252			(1,374	)

Earnings from operations before income taxes				88,149			70,840
Income taxes (note 20)				11,125			13,674

Net earnings			$	77,024		$	57,166

Basic net earnings per common share			$	0.90		$	0.68

Diluted net earnings per common share			$	0.87		$	0.66

Weighted average number of common shares used in computing basic net earnings per share ('000s) (note 18)				85,574			84,645

Weighted average number of common shares used in computing diluted net earnings per share ('000s) (note 18)				88,170			86,233

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

Geac Computer Corporation Limited

Consolidated Statement of Shareholders' Equity

For the years ended April 30, 2005 and 2004

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

		Share capital
		Common Shares ('000s)	Amount		Treasury Shares ('000s)	Amount			Common Stock Options			Contributed Surplus			Retained Earnings/ (deficit)			Cumulative Foreign Exchange Translation Adjustment			Total Shareholders' Equity
Balance—April 30, 2003		84,136	$	120,976	—	$	—		$	163		$	—		$	(22,649	)	$	(22,320	)	$	76,170
Issuance of common stock for cash (note 17)		1,039		2,907	—		—			—			—			—			—			2,907
Exercise of stock options granted in connection with acquisition of Extensity		—		119	—		—			(119	)		—			—			—			—
Stock-based compensation (note 17)		—		—	—		—			—			2,385			—			—			2,385
Employee stock purchase plan (note 17)		—		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
Issuance of common stock for cash (note 17)		1,202		5,767	—		—			—			—			—			—			5,767
Exercise of stock options granted in connection with acquisition of Extensity		—		32	—		—			(32	)		—			—			—			—
Stock-based compensation (note 17)		—		—	—		—			—			4,118			—			—			4,118
Exercise of stock options		—		1,143	—		—			—			(1,143	)		—			—			—
Employee stock purchase plan (note 17)		—		484	—		—			—			(484	)		—			—			—
Restricted share unit plan (note 17)
	Compensation expense	—		—	—		—			—			1,494			—			—			1,494
	Purchase of common shares for cash				817		(6,979	)		—			—			—			—			(6,979	)
Net earnings		—		—	—		—			—			—			77,024			—			77,024
Foreign exchange translation adjustment		—		—	—		—			—			—			—			2,803			2,803

Balance—April 30, 2005		86,377	$	131,445	817	$	(6,979	)	$	12		$	6,353		$	111,541		$	(22,074	)	$	220,298

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

Geac Computer Corporation Limited

Consolidated Statements of Cash Flows

For the years ended April 30, 2005 and 2004

(amounts in thousands of U.S. dollars)

			Year ended April 30,
			2005			2004
						(Revised— see note 2)
Cash Flows from Operating activities
Net earnings			$	77,024		$	57,166
Adjustments to reconcile net earnings to net cash provided by operating activities:
	Depreciation			5,930			7,243
	Amortization of intangible assets			9,161			7,589
	Amortization of deferred financing costs (note 11)			943			607
	Stock-based compensation (note 17)			6,527			2,385
	Employee future benefits			4,370			2,272
	Future income tax expense (note 20)			20,649			6,044
	Release of tax reserves (note 20)			(14,113	)		(3,020	)
	Accrued liabilities and other provisions			(2,165	)		(6,015	)
	Gain on sale of assets (note 23)			—			(243	)
	Other			64			(46	)
	Changes in operating assets and liabilities:
		Accounts receivable and other receivables		1,844			18,809
		Prepaid expenses and other assets		788			4,902
		Other assets		(627	)		(2,552	)
		Accounts payable and accrued liabilities		(4,947	)		(16,104	)
		Accrued restructuring		(10,560	)		(1,685	)
		Asset retirement obligations (note 14)		(159	)		—
		Income taxes payable		(4,216	)		4,367
		Deferred revenue		(8,952	)		(12,983	)
		Other		(1,605	)		(2,150	)

Net cash provided by operating activities				79,956			66,586

Cash Flows from Investing activities
Acquisition of Comshare less cash acquired (note 8)				—			(39,147	)
Proceeds from sale of assets less cash divested (note 23)				—			339
Purchases of investments				(4,525	)		(90,203	)
Sales of investments				31,025			83,703
Additions to property, plant and equipment				(3,417	)		(3,907	)
Disposals of property, plant and equipment				46			278
Change in restricted cash				(5,893	)		652

Net cash provided by (used in) investing activities				17,236			(48,285	)

Cash Flows from Financing activities
Deferred financing costs				—			(2,828	)
Issue of common shares				5,767			2,907
Purchase of common shares				(6,979	)		—
Issuance of long-term debt				180			918
Repayment of long-term debt				(447	)		(3,793	)

Net cash used in financing activities				(1,479	)		(2,796	)

Effect of exchange rate changes on cash and cash equivalents				6,479			726

Cash and cash equivalents
Net increase in cash and cash equivalents				102,192			16,231
Cash and cash equivalents—Beginning of year				86,050			69,819

Cash and cash equivalents—End of year			$	188,242		$	86,050

Supplemental disclosures of cash flow information:
	Interest paid		$	391		$	563

	Income taxes paid, net of recoveries (note 20)		$	6,322		$	5,091

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

Geac Computer Corporation Limited

Notes to the Consolidated Financial Statements

April 30, 2005 and 2004

(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 provides a broad range of professional services, including application hosting, consulting, implementation services, and training. Geac's most significant 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 and its subsidiary companies, which are fully owned by Geac. All inter-company balances and transactions have been eliminated.

The consolidated financial statements have been prepared in United States ("U.S.") dollars and 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 25 to the consolidated financial statements.

Reclassifications

Short-term Investments

The Company has adjusted its consolidated balance sheet as at April 30, 2004, and its consolidated statement of cash flows for the year ended April 30, 2004. In February 2005, the Company determined that its previously issued consolidated balance sheet as at April 30, 2004 required an adjustment to reclassify $26,500 of auction rate securities from cash and cash equivalents to short-term investments. The auction rate securities were classified as cash and cash equivalents as a result of the Company's intent to liquidate them within a 60-day period; however the original maturities of the securities exceeded 90 days. The adjustments to the Company's consolidated balance sheet as at April 30, 2004 resulted in a decrease of cash and cash equivalents of $26,500 and an increase in short-term investments of $26,500. In addition, adjustments to the Company's consolidated statement of cash flows resulted in a decrease of $6,500 in cash from investing activities for the year ended April 30, 2004 as a result of net purchases of the auction rate securities. These reclassifications had no impact on the Company's results of operations.

As of August 1, 2004 the Company no longer held any auction rate securities and ceased investing in these securities given that interest rates increased on traditional investment vehicles.

Comparative figures

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

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 allowance for doubtful accounts, future income tax assets and liabilities, intangible assets and goodwill, employee future benefits, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Foreign currency translation

Foreign operations maintain their accounts in local currencies using the temporal method. Non-monetary assets and liabilities are translated into local currency at approximate exchange rates prevailing when the assets were acquired or the liabilities were incurred. All other assets and liabilities are translated into local currency at fiscal year-end exchange rates. Intangible assets and property, plant and equipment are amortized or depreciated using the carrying amount. All other income and expense items are translated into local currency at the average rates of exchange prevailing during the year. Gains and losses that result from these translations are included in net earnings of the foreign operation.

The reporting currency is the U.S. dollar. The assets and liabilities of the Company's foreign operations maintained in local currencies are translated into U.S. dollars on consolidation at fiscal year-end exchange rates. Income and expense items are translated at average exchange rates prevailing during the fiscal year. Equity items are translated at historical exchange rates. These translation adjustments are recorded in the "cumulative foreign exchange translation adjustment" in shareholders' equity until the sale of, or upon substantially complete liquidation of, an investment in a foreign entity. At such time, the related cumulative translation adjustment is recorded in 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 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, may additionally be 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 or perpetual license arrangements in which the fair value of the license fee is separately determinable from maintenance fees and professional services fees. 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 unspecified 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 maintenance and 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 professional services, (3) the professional services are not essential to the functionality of the software, and (4) VSOE exists on the undelivered maintenance and professional services. The Company uses VSOE of fair value for the professional services and maintenance to account for the arrangement using the residual method, regardless of any separately stated prices within the contract for each element. VSOE of fair value of professional services is based upon the average hourly rate the Company charges when such services are sold separately. When the Company enters into contracts to provide professional services only, revenue is recognized as the professional 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 any 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 percentage of the estimated 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 the extent of the percentage of revenue recognized to date. Maintenance revenue is deferred and recognized on a straight-line basis as "support and services" revenue over the life of the related agreement, beginning on the date that the maintenance services commence. 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.

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 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.

Restricted cash

Cash is considered to be restricted when it is subject to contingent rights of a third party, including customers, vendors, or government agencies. As at April 30, 2005, $250 of the Company's restricted cash balance was related to customer holdbacks, lease and other deposits, and funds held in escrow related to a legal settlement. An additional $2,823 was related to cash collateralization of bank guarantees issued for leased office space, vendor, customer and government agency obligations, and $4,774 was related to cash segregated by the Company to purchase common shares for its restricted share unit plan. 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.

Short-term investments

Short-term investments consist of auction rate securities with original maturities greater than 90 days that are available for sale. The investments are classified in the consolidated balance sheet as current assets because they can be readily converted into cash or into securities with a shorter remaining time to maturity and because the Company is not committed to holding the investments until maturity. The Company determines the appropriate classification of its investments at the time of purchase and re-evaluates such designations as of each balance sheet date. Short-term investments are stated at amounts that approximate fair market value, based on quoted market prices.

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 accounts receivable. Individual overdue accounts are reviewed, and allowance adjustments are recorded when determined necessary to state accounts receivable at net realizable value. Additionally, the Company assesses the overall adequacy of the allowance for doubtful accounts by considering various 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 accounts receivable, 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.

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
•	Software	2 to 3 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

Property, plant and equipment are tested for impairment when evidence of a decline in value exists. If it is determined that the carrying value of property, plant and equipment is not 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 payments 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 accretion charges in the consolidated statement of earnings.

Goodwill

Goodwill represents the excess of the cost of an acquired enterprise over the fair value amounts assigned to net identifiable 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 28, 2005, 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 in the consolidated statement of earnings.

Intangible assets

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 and names, are recorded at cost less accumulated

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

•	Acquired software	1 to 5 years
•	Customer relationships and agreements	3 to 5 years
•	In-process research and development	3 to 5 years
•	Trademarks and names	4 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 judgment 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 are included in the determination of earnings in the year they are recognized in the consolidated financial statements. No investment tax credits have been recognized in the consolidated financial statements for the years ending April 30, 2005 and 2004.

Advertising costs

Advertising costs are expensed as incurred and included as a component of sales and marketing expenses. Advertising expenses incurred for the years ended April 30, 2005 and 2004 were $3,572 and $3,408, respectively.

Shipping and handling costs

Shipping and handling costs are included in cost of revenue.

Legal contingencies

The Company is from time to time involved in various claims and legal proceedings. Quarterly, 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.

Stock-based compensation

In fiscal 2004, the Company prospectively 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. Under the prospective method of adoption, compensation expense is recognized for awards granted after May 1, 2003 based upon the fair value of the awards at the grant date. The fair value of the awards is recognized as compensation expense in sales and marketing expense, research and development expense, and general and administrative expense, with an increase in contributed surplus over the vesting period on a straight-line basis. As employee stock options are exercised and as shares issued under the employee stock purchase plan ("ESPP") are released, the portion of the contributed surplus balance relating to the employee stock options and shares issued under the ESPP is transferred to share capital.

Prior to May 1, 2003, the Company accounted for its employee stock options and shares issued under the ESPP using the settlement method and no compensation expense was recognized.

For awards granted during the year ended April 30, 2003, note 17 provides pro forma net earnings and earnings per share disclosure showing the impact of fair value accounting. 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 fair value of stock options and shares issued under the ESPP are estimated at the grant date using the Black-Scholes option pricing model. This model requires the input of a number of key assumptions, including expected dividend yields, expected stock price volatility, expected time until exercise and risk free interest rates. Although the assumptions used reflect management's best estimates, they involve inherent uncertainties based on market conditions generally outside of the control of the Company. If other assumptions were used, stock-based compensation expense could be significantly impacted.

The fair value of the Company's deferred share units is charged to general and administrative using the graded vesting method. Since the deferred share units will be settled in cash, the fair value of

the vested share units is revalued each quarter until the settlement date. The Company has set up a liability in the consolidated balance sheet for the total fair value of the vested deferred share units.

The Company's restricted share units are measured at fair value at the grant date and amortized using the graded vesting method to compensation expense from the effective date of the grant to the final vesting date in sales and marketing expense, research and development expense, and general and administrative expense, with an increase in contributed surplus. As restricted share units are released under the plan, the portion of the contributed surplus balance relating to the restricted share units is transferred to share capital.

Recently issued accounting pronouncements

Consolidation of Variable Interest Entities

In June 2003, the Canadian Institute of Chartered Accountants ("CICA") issued Accounting Guideline No. 15 ("AcG-15") "Consolidation of Variable Interest Entities". AcG-15 addresses the consolidation of variable interest entities ("VIEs"), which are entities that have insufficient equity at risk to finance their operations without additional subordinated financial support and/or entities whose equity investors lack one or more of the specified essential characteristics of a controlling financial interest. AcG-15 provides specific guidance for determining when an entity is a VIE and who, if anyone, should consolidate the VIE. The guideline was effective for the Company for its interim period beginning November 1, 2004. As the Company did not and does not currently hold any variable interests, the adoption of AcG-15 did not have a material impact on its consolidated financial position, results of operations and cash flows.

Financial Instruments, Comprehensive Income, Hedges

On January 27, 2005, the Accounting Standards Board issued CICA Handbook Section 1530 "Comprehensive Income" ("Section 1530"), Handbook Section 3855 "Financial Instruments—Recognition and Measurement" ("Section 3855") and Handbook Section 3865 "Hedges" ("Section 3865"). Section 3855 expands on CICA handbook section 3860 Financial Instruments—Disclosure and Presentation by prescribing when a financial instrument is to be recognized on the balance sheet and at what amount. It also specifies how financial instrument gains and losses are to be presented. Section 3865, Hedges, is optional. It provides alternative treatments to Section 3855 for entities that choose to designate qualifying transactions as hedges for accounting purposes and specifies how hedge accounting is applied and what disclosures are necessary when it is applied. Section 1530 introduced a new requirement to temporarily present certain gains and losses outside net earnings in a new component of shareholders' equity entitled Comprehensive Income. These standards are substantially harmonized with U.S. GAAP and are effective for the Company beginning May 1, 2007. The Company is currently evaluating the impact of these standards on its consolidated financial position, results of operations and cash flows.

3 ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES

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

	2005			2004
Trade accounts receivable	$	52,589		$	60,555
Allowance for doubtful accounts		(5,848	)		(11,509	)
Unbilled receivables		8,222			6,537
Other receivables (note 21)		1,890			254

	$	56,853		$	55,837

4 PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other assets consist of the following as at April 30:

	2005		2004
Insurance	$	1,636	$	1,279
Maintenance		1,649		1,521
Deposits		835		1,242
Taxes		748		1,185
Rent		566		939
Prepaid other		2,364		1,647
Other assets		432		624

	$	8,230	$	8,437

5 PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following as at April 30:

			2005
	Cost		Accumulated Depreciation		Net
Land	$	2,279	$	—	$	2,279
Buildings		10,518		3,201		7,317
Computers, processing and office equipment and machinery		42,716		37,419		5,297
Software		1,752		1,553		199
Automobiles		550		504		46
Leasehold improvements		13,189		11,139		2,050
Asset retirement obligations		1,509		956		553
Assets under capital lease (i)		5,945		1,681		4,264

	$	78,458	$	56,453	$	22,005

			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 lease (i)		5,424		1,450		3,974

	$	114,991	$	91,148	$	23,843

(i): Assets under capital lease consist of land and a building with a bargain purchase option.

6 INTANGIBLE ASSETS

Intangible assets consist of the following as at April 30:

			2005
	Cost		Accumulated Amortization		Net
Acquired software	$	28,510	$	11,712	$	16,798
Customer relationships and agreements		10,839		5,146		5,693
In-process research and development		1,483		470		1,013
Trademarks and names		775		438		337

	$	41,607	$	17,766	$	23,841

			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		1,483		173		1,310
Trademarks and names(i)		773		238		535

	$	41,057	$	8,429	$	32,628

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

7 GOODWILL

Goodwill was as follows as at April 30:

		2005			2004
Goodwill		$	110,142		$	128,366

For the years ended April 30, 2005 and 2004 the Company completed its review for potential impairment and concluded that there was no impairment of goodwill.

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

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		(962	)
Foreign exchange impact		2,160

Balance as at April 30, 2004		128,366
Goodwill adjustment related to acquisition reserves		(1,602	)
Goodwill adjustment related to future tax assets		(19,482	)
Foreign exchange impact		2,860

Balance as at April 30, 2005	$	110,142

During the year ended April 30, 2004 management determined that the valuation allowance related to the Extensity, Inc. acquisition completed in fiscal 2003 should be reduced by $962 due to new guidance issued by the relevant tax authority, as the more likely than not criteria was met during the year. The goodwill for Extensity Inc. was also adjusted accordingly in fiscal 2004 for this same amount as well as for $149 related to a release of premise reserves.

During the year ended April 30, 2005, goodwill was reduced by $1,602 related to acquisition reserves that were reversed. The Company released $644 related primarily to Comshare premises and severance reserves and a balance of $605 relating to Extensity premises reserves set-up at acquisition that were no longer required. During the year, the Company also sublet three facilities, the leases of two of the facilities were assumed with the acquisition of Extensity and the lease of one facility was assumed with the Comshare acquisition. As a result of these sublease agreements, the Company released $353 of the premises reserves which had been set-up at acquisition and were deemed to be no longer required. Additionally, during the year, the Company reduced goodwill by $19,482 related primarily to an increase in future tax assets. This increase related primarily to a release of valuation allowance of $14,970 and an adjustment to goodwill based on a Comshare tax filing of $4,512.

8 BUSINESS COMBINATION

On August 6, 2003 the Company acquired 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

9 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

	2005		2004
Accounts payable	$	8,600	$	9,504
Payroll and benefits		34,055		30,839
Accrued restructuring charges (note 19)		3,034		7,552
Accrued professional fees and legal costs		5,466		8,875
Commodity and property taxes		7,895		7,319
Hardware and third party software		3,691		3,241
Insurance		773		1,027
Other accrued liabilities		9,859		11,334

	$	73,373	$	79,691

10 DEFERRED REVENUE

Deferred revenue is comprised of deferrals for maintenance, license and professional services. Long-term deferred revenue, as at April 30, 2005 and 2004, represents amounts received for maintenance and support services to be provided beginning in periods on or after May 1, 2006 and 2005, respectively. The principal components of deferred revenue were as follows as at April 30:

	2005			2004
Maintenance	$	104,113		$	111,593
Licenses and professional services		10,550			8,590

Total deferred revenue		114,663			120,183
Less: Current portion		(112,605	)		(117,927	)

Deferred revenue—long-term	$	2,058		$	2,256

11 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 Canadian subsidiaries and guaranteed by certain of its 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, 2005, $2,185 of the letter of credit sub-facility has been utilized, and the remaining $47,815 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 $943 in fiscal 2005 and $607 in fiscal 2004.

The Company is subject to various customary financial covenants under the Facility. The Company was in compliance with all such covenants as at April 30, 2005 and 2004.

12 LONG-TERM DEBT

Long-term debt consists of the following as at April 30:

		2005			2004
Uncollateralized loans
	Euro loans bearing interest at 4.6% per annum, repayable in fiscal 2005	$	—		$	27
Capital lease obligations
	Bearing interest at 8.0% per annum (2004—8.0% per annum), payable in Euros		5,054			4,914

Total long-term debt			5,054			4,941
Less: Current portion			(424	)		(391	)

Long-term debt		$	4,630		$	4,550

The interest expense on long-term debt is as follows:

	Year ended April 30,
	2005		2004
Interest expense on total long-term debt	$	140	$	206
Interest expense on capital lease obligation	$	403	$	334

The capital repayments required on the Company's total long-term debt are as follows:

	Year ending April 30,
2006	$	424
2007		458
2008		495
2009		535
2010		578
2011 and subsequent		2,564

	$	5,054

13 FINANCIAL INSTRUMENTS

Financial instruments included in the consolidated balance sheets consist of cash equivalents, restricted cash, short-term investments, accounts receivable and other receivables, unbilled receivables, accounts payable, accrued liabilities, income taxes payable, employee future benefits, asset retirement obligations, accrued restructuring and long-term debt.

a. Fair values of financial assets and liabilities

The fair values of cash equivalents, restricted cash, short-term investments, accounts receivable and other receivables, unbilled receivables, accounts payable, accrued liabilities, and income taxes payable approximate their carrying values because of the short-term maturity of those instruments. At April 30,

2005, there is no significant difference between the carrying value and the fair value of employee future benefits, asset retirement obligations, accrued restructuring and long-term debt.

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 senior secured credit facility. The Facility will bear interest at a variable rate based on margin over the prime rate or LIBOR, as the case may be. Since there is no amount outstanding under the senior secured credit facility, there would be no impact of a one percentage change in interest rates at April 30, 2005.

Additionally, there is no interest rate risk on the sub-facility of the senior secured credit facility or the long-term debt given that the Company is locked into fixed rates.

d. Foreign exchange risk

The Company is subject to foreign exchange risk because a significant portion of its business is transacted in currencies other than U.S. dollars. The Company is not a party to any derivative instruments.

Many 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.

14 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 condition at the end of the lease term. For its year ended April 30, 2004, the Company early adopted the provisions of CICA Handbook Section 3110, "Asset Retirement Obligations" ("Section 3110").

The following table details the changes in the Company's leasehold retirement liability for the year ended April 30, 2005:

Asset retirement obligation balance, April 30, 2004	$	1,648
Additions to the obligations		64
Accretion charges		96
Payment		(159	)
Amounts released due to settlements		(498	)
Revisions in estimates		387
Foreign exchange impact		140

Asset retirement obligation balance, April 30, 2005	$	1,678

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 paid through fiscal 2015. Revisions to these obligations may be required if estimated restoration costs or discount rates change. As at April 30, 2005 the total undiscounted amount estimated to settle the asset retirement obligation was $1,980. During the year ended April 30, 2005, $159 (2004—Nil) was paid to settle the Company's asset retirement obligations.

15 EMPLOYEE FUTURE BENEFITS

Defined contribution pension plans

The Company sponsors a number of defined contribution plans in Europe, of which the most significant are in the United Kingdom, Italy and Germany. Contributions to the Company's European defined contribution pension plans are generally based on salary and years of service.

The Company also sponsors a 401(k) plan in the United States, the Geac Computers, Inc. 401(k) savings plan ("401(k) Plan"). Under the 401(k) Plan, employees can make pre-tax contributions of up to 50% of their eligible earnings, or post-tax contributions of up to 5% of their eligible earnings. The Company matches 25% of employee pre-tax contributions up to a maximum of either 6% of the employee's eligible earnings or $1.5, which ever is less. The Company can also decide to make non-elective contributions based on a percentage of the employee's eligible earnings and the Company's profits. Matching contributions are subject to a vesting schedule over a five year period, and non-elective contributions vest immediately.

Prior to the acquisition of Comshare, a subsidiary of Comshare in the United Kingdom maintained a defined contribution plan for some of the 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.

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

		2005			2004
Defined contribution retirement obligation		$	800		$	846

Pension expense related to the Company's defined contribution plans was approximately $1,901 (2004—$2,283).

Defined benefit pension plan

The Company's subsidiary in France has a defined benefit plan, which covers all employees working in France. Under the plan, retiring allowances must by law be paid by the employer when the employee retires. The payment is based upon number of years of service and salary level, and no amounts are required to be paid to employees who have less than five years of service. There were no contributions to the plan for the year ended April 30, 2005.

The United Kingdom Comshare subsidiary also had 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. As of April 30, 2005, the plan was funded to the minimum legal funding requirement.

The Company used a measurement date of April 30, 2005 for its pension plans and its accrued benefit obligations. The most recent actuarial valuation of the pension plans for funding purposes was as of April 30, 2005.

The assumptions used in determining the actuarial present value of accrued pension benefits were developed by reference to expected long term market conditions. The weighted-average of significant assumptions adopted in measuring the Company's obligations and costs are as follows as at April 30:

		2005		2004
Projected benefit obligation
	Discount rate	5.23	%	5.74	%
	Rate of compensation increase	0.06	%	0.06	%
Net periodic benefit cost
	Discount rate	5.59	%	5.44	%
	Expected rate of return on plan assets	5.86	%	5.91	%
	Rate of compensation increase	0.33	%	0.31	%

Information about the Company's defined benefit pension plans is as follows for the years ended April 30, 2005 and 2004:

		2005			2004
Change in benefit obligation
Accrued benefit obligation, beginning of year		$	41,803		$	682
	Benefit obligation assumed upon the acquisition of Comshare		—			38,339
	Interest cost on accrued benefit obligations		2,481			1,883
	Service cost		81			63
	Actuarial loss (gain)		3,445			(2,643	)
	Benefits payments		(660	)		(532	)
	Prior service cost due to plan amendment		132			—
	Assumption changes		85			48
	Curtailment/settlement		—			(68	)
	Currency translation adjustment		3,265			4,031

Accrued benefit obligation, end of year		$	50,632		$	41,803

Change in plan assets
Fair value of plan assets, beginning of year		$	21,834		$	—
	Pension assets acquired upon the acquisition of Comshare		—			18,817
	Actual return on plan assets		2,194			1,609
	Employer contribution		371			—
	Benefits payments		(617	)		(523	)
	Currency translation adjustment		1,761			1,931

Fair value of plan assets, end of year		$	25,543		$	21,834

Unfunded amount		$	25,089		$	19,969
Unamortized prior service cost			(122	)		—
Unamortized actuarial gain			567			3,152

Net amount recognized in the consolidated balance sheets		$	25,534		$	23,121

	Year ended April 30, 2005			Year ended April 30, 2004
Components of net periodic pension cost
Current interest costs	$	2,481		$	1,886
Current service costs		81			66
Amortization of prior service costs		10			—
Less: Expected return on plan assets		(1,531	)		(1,103	)

Net period benefit cost	$	1,041		$	849

Plan assets

The asset allocation for the Company's pension plan by asset category is as follows:

		Target Allocation 2006		Percentage of Plan Assets at April 30, 2005		Percentage of Plan Assets at April 30, 2004
Equity securities		60%		61.9%		61.7%
Debt securities		40%		38.1%		38.3%

The weighted average of the long-term rates of return that are expected on the actual assets held as of April 30, 2005 is 6.75% (2004 - 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.

Investment Policy

The Company's investment strategy for its plan assets is to seek a competitive rate of return relative to an appropriate level of risk. 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.

Future Contributions and Funding Policy

The Company made $371 (2004—nil) in contributions to its defined benefit pension plans for the year ending April 30, 2005. The Company expects to contribute $382 to its defined benefit pension plans in 2006. The Company's intention is to fund its defined benefit pension plans in amounts at least sufficient to meet the minimum requirements of the applicable local laws and regulations.

Future benefit payments

Anticipated future retirement payments are as follows:

		Year ending April 30,
2006		$637
2007		$660
2008		$694
2009		$720
2010		$848
2011 and subsequent (per annum)		At least $1,188

16 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 20 years. Aggregate lease payments along with the anticipated sub-lease income in each of the next five years and thereafter are as follows:

	Year ending April 30,
	Aggregate lease payments		Anticipated sub-lease income
2006	$	15,100	$	3,333
2007		10,169		2,213
2008		6,996		1,286
2009		4,645		146
2010		3,966		125
2011 and subsequent		7,708		481

Total obligations under operating leases	$	48,584	$	7,584

The total expense incurred on operating leases for the year ended April 30, 2005 was $12,410 (2004—$16,151). Anticipated sublease income relates to contractual amounts due from third parties who have sublet the Company's leased premises.

The Company has a capital lease on land and a building (notes 5 and 12) for a remaining term of 6 years. Aggregate lease payments on assets held under capital lease in each of the next five years are as follows:

	Year ending April 30,
2006	$	651
2007		651
2008		651
2009		651
2010		651
2011 and subsequent		3,772

		7,027
Less: Imputed interest on capital lease obligations		(1,973	)

Total obligations under capital leases	$	5,054

As at April 30, 2005, letters of credit and bank guarantees are outstanding for approximately $5,138 (2004—$3,324) of which $2,823 (2004—$1,509) are cash collateralised and included in restricted cash.

See note 22 for legal contingencies.

17 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.

Stock-based compensation

In fiscal 2004, 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 fiscal 2004 and fiscal 2005 with an increase in contributed surplus. As employee stock options are exercised and as shares issued under the ESPP are released, the portion of the contributed surplus balance relating to the employee stock options and shares issued under the ESPP is transferred to share capital.

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 and shares issued under the ESPP using 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 stock options and shares issued under the ESPP are 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	2005		2004
Weighted average risk-free interest rate		4.33%		4.20%
Weighted average expected life (in years)		7		7
Weighted average volatility in the market price of common shares		66.12%		71.71%
Weighted average dividend yield		0.00%		0.00%
Weighted average grant date fair values of options issued	$	4.45	$	3.16

Assumptions—ESPP	2005		2004
Weighted average risk-free interest rate		2.29%		2.94%
Weighted average expected life (in years)		0.50		0.25
Weighted average volatility in the market price of common shares		36.55%		32.91%
Weighted average dividend yield		0.00%		0.00%
Weighted average grant date fair values of awards or shares issued	$	2.57	$	1.00

For the year ended April 30, 2005, the Company expensed $3,495 (2004—$2,368) relating to the fair value of options granted in fiscal 2004 and 2005 which vested in fiscal 2005 and $623 (2004—$17) relating to the fair value of shares issued under the ESPP in 2005. Contributed surplus was credited $4,118 ($2004—$2,385) for these awards and the balance will be reduced as the awards are exercised. The amount initially recorded for the awards in contributed surplus will be transferred to share capital along with the proceeds received on exercise. Contributed surplus was reduced by $484 (2004—$17) relating to shares issued under the ESPP during fiscal year 2005.

Stock option plan

Stock 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 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, 2005, the total number still available to be issued under Plan VI was 1,360,362 (2004-441,106) options.

In March 2003, the Company acquired Extensity, Inc. 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. During the year ended April 30, 2005, 20,619 (2004 - 85,710) of the 112,984 options were exercised, reducing the common stock options account by $32 (2004—$119) and increasing the common shares account by $32 (2004—$119). The Company's share capital account was credited $37 (2004—$166) for cash received from employees exercising these options.

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

During fiscal 2005, 550,000 stock options (2004 -3,469,007) were granted to employees, directors and executive officers which vest over four years and expire ten years subsequent to the grant date.

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

	2005				2004
	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	9,255		$	7.10	7,214		$	7.10
Options granted	550		$	8.36	5,004		$	6.11
Options exercised	(991	)	$	5.94	(1,011	)	$	3.73
Options expired	(485	)	$	17.00	(1,361	)	$	4.67
Options forfeited	(1,678	)	$	5.52	(591	)	$	11.57

Outstanding—End of year	6,651		$	6.92	9,255		$	7.10

Weighted average exercise price of options exercisable—End of year			$	7.67			$	9.70

For the years ended April 30, 2005 and 2004, the Company's share capital account was credited with $4,666 and $2,819 respectively, for cash received from employees upon the exercise of stock options including cash received in connection with the exercise of the Extensity options and $1,143 for a transfer from contributed surplus.

	Options Outstanding
	Options Outstanding				Options Exercisable
		Weighted Average Remaining Contractual Life (years)			Options Exercisable
Range of Exercise Prices $CDN	Number Outstanding as at April 30, 2005	Weighted Average Remaining Contractual Life (years)	Weighted Average Exercise Price $CDN		Number Outstanding as at April 30, 2005	Weighted Average Exercise Price $CDN
$0.38—3.52	174,084	6.0	$	2.94	160,550	$	2.98
$4.24—5.01	1,277,311	7.6	$	4.61	645,462	$	4.51
$6.11—9.36	5,058,875	7.8	$	6.99	2,067,813	$	7.46
$10.15—29.25	112,000	4.4	$	28.68	112,000	$	28.68
$32.92—41.25	29,000	1.4	$	37.61	29,000	$	37.61

$0.38—41.25	6,651,270	7.6	$	6.92	3,014,825	$	7.67

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

		Year ended April 30,
		2005			2004
Net earnings—as reported		$	77,024		$	57,166
	Pro forma stock-based compensation expense, net of tax		(402	)		(967	)

Net earnings—pro forma		$	76,622		$	56,199

Basic net earnings per share—as reported		$	0.90		$	0.68
	Pro forma stock-based compensation expense per share		—			(0.01	)

Basic net earnings per share—pro forma		$	0.90		$	0.67

Diluted net earnings per share—as reported		$	0.87		$	0.66
	Pro forma stock-based compensation expense per share		—			(0.01	)

Diluted net earnings per share—pro forma		$	0.87		$	0.65

The assumptions used to calculate pro forma stock-based compensation expense were as follows:

Weighted average risk-free interest rate		4.54%
Weighted average expected life (in years)		6.6
Weighted average volatility in the market price of common shares		75.81%
Weighted average dividend yield		0.00%
Weighted average grant date fair values of options issued	$	2.09

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 shares were issued to employees under this plan at a weighted average price of Cdn$4.48 per share. The Company's share capital account was credited for $88 for cash received from employees for purchases of stock under the Old ESPP and $17 for a transfer from contributed surplus.

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, 2005, 211,078 (2004—nil) common shares were issued to employees under this new plan. The Company's share capital account was credited $1,101 for cash received from employees for purchases of stock under the New ESPP and $484 for a transfer from contributed surplus.

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 were reconfirmed and the Company reconfirmed its authorization to continue the issuance of one new Right for each common share issued. Generally, each Right, except for Rights 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 (DSU) plan. Under the DSU 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 DSU plan may be subject to vesting conditions or certain share ownership requirements. Each DSU entitles the participant to receive a cash payment or shares, at the option of the Company, upon termination of directorship in an amount calculated with reference to the trading price of a Geac common share on the Toronto Stock Exchange on the date of termination. Ten thousand units were issued under this DSU 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. During the year ended April 30, 2005, an additional 6,000 units were issued to each non-executive Director of the Company. Additionally, all units granted, including those granted in fiscal 2004, became immediately vested. As a result, the Company recognized compensation expense of $914 in general and administrative expense for the year ended April 30, 2005, with a corresponding liability included in accounts payable and accrued liabilities.

Restricted share unit plan

In September 2004, the Board of Directors authorized a Restricted share unit (RSU) plan. Under the RSU plan, the Human Resources and Compensation Committee of the Board, or its designee, may grant restricted share units to employees of the Company as a bonus or similar payment in respect of services rendered to the Company. Units issued under the RSU are currently subject to vesting conditions as follows; 20% vest one year subsequent to the grant date, 30% vest two years subsequent to the grant date, and 50% vest three years subsequent to the grant date. Each vested restricted share unit gives the employee the right to receive one share of the Company's common stock. As of April 30, 2005, 1,358,250 units were granted under the RSU plan. The common shares for which restricted share units may be exchanged may be purchased on the open market by a trustee appointed and funded by the Company. As no common shares will be issued by the Company pursuant to the plan, the plan is non-dilutive to existing shareholders. As at April 30, 2005, the Trust had purchased 816,598 common shares from the open market for $6,979, which are reserved for issuance under the RSU plan. Compensation expense related to the Company's restricted share unit plan, was $1,494, for the year ended April 30, 2005. As of May 5, 2005, all of the remaining common shares required for issuance under the RSU plan have been funded through open market purchases of the Corporation's shares and are held in trust for the benefit of the RSU Plan participants.

18 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

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

	2005	2004
	('000s)	('000s)
Basic weighted average number of common shares outstanding	85,574	84,645
Employee stock options	2,334	1,588
Restricted share units	262	—

Diluted weighted average number of common shares outstanding	88,170	86,233

19 NET RESTRUCTURING AND OTHER UNUSUAL ITEMS

For the years ended April 30, 2005 and 2004, the recovery in net restructuring and other unusual items was comprised of the following:

	2005		2004
Unusual items	$	1,701	$	2,851
Restructuring reversals		2,023		2,430

Net restructuring and other unusual items	$	3,724	$	5,281

Unusual items

During the year ended April 30, 2005, unusual items was credited $1,566 related to an amount loaned to a former officer of the Company that was previously reserved and subsequently recovered. See note 21. Additionally, the Company reversed an accrued liability of $135 which, based on changing circumstances, was determined to no longer be required.

The fiscal 2004 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.

Restructuring expense

For the year ended April 30, 2005, the Company recorded a reversal of $2,023, comprised of $1,383 in releases related to lease termination costs that are no longer required and $640 of severance amounts and other prior acquisition related reserves that were released to adjust the accruals to match the current estimates of the amounts required.

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.

Restructuring accrual

Activity related to the Company's restructuring plans, business rationalization, and integration actions was as follows:

	Premises Restructuring			Workforce Reductions			Total
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
Fiscal year 2005 provision additions		546			2,785			3,331
Fiscal year 2005 costs charged against provisions		(5,236	)		(3,225	)		(8,461	)
Fiscal year 2005 provision release		(3,245	)		(238	)		(3,483	)

April 30, 2005 provision balance	$	4,265		$	538			4,803

Less: Current portion (note 9)								(3,034	)

Long-term portion of restructuring accrual							$	1,769

For the year ended April 30, 2005, the Company accrued a total of $2,785 in severance and $546 in lease termination costs that related to the rationalization of the Company's North American and European business locations.

As at April 30, 2005, the Company has a balance of $4,265 related to accrued premises restructuring cost. The Company anticipates that the remainder of these balances will be utilized through fiscal 2008. Of this amount, approximately $324 is related to the acquisition of Comshare and a balance of $1,913 remains related to the acquisition of Extensity. The remainder of the balance relates to premises in the Company's North American and European businesses.

As at April 30, 2005, a balance of $538 is remaining for severance, of which the remainder will substantially be paid by the end of the second quarter of fiscal 2006, and will include employees from the support and services, development, general and administrative and sales and marketing areas.

For the year ended April 30, 2004, the Company recorded a restructuring liability of approximately $4,992 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 premises.

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 European businesses. As at April 30, 2004, a balance of approximately $1,082 was remaining for severance, of

which the remainder was 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 $6,164 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.

20 INCOME TAXES

For the years ending April 30, 2005 and 2004, the provision for income taxes was $11,125 and $13,674, respectively, and the effective tax rates were 12.6% and 19.3%, respectively. The decrease in the effective tax rate for fiscal 2005 from fiscal 2004 was predominantly due to a net release of reserves of $14,113 for tax filing positions due to a change in circumstances, compared to a release of reserves of $3,020 for fiscal 2004.

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,
	2005			2004
Combined basic Canadian federal and provincial income tax rate		36.1%			36.5%
Provision for income taxes based on above rate	$	31,839		$	25,857
Decrease resulting from:
Tax reserve releases		(14,113	)		(3,020	)
Foreign tax rate differences		(1,782	)		(2,647	)
Change in valuation allowance		(5,726	)		(9,030	)
Other		907			2,514

Provision for income taxes per consolidated statements of earnings	$	11,125		$	13,674

Total amount of income taxes paid in excess of recoveries is $6,322 (2004—$5,091).

Income tax expense

	Year ended April 30,
	2005			2004
Current income tax expense	$	(9,524	)	$	7,630
Change in temporary differences		7,929			1,191
Realization of non-capital loss carry-forwards		18,446			13,883
Change in valuation allowance		(5,726	)		(9,030	)

Future income tax expense		20,649			6,044

Total income tax expense	$	11,125		$	13,674

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:

	2005			2004
Provisions and other	$	9,125		$	14,773
Deferred revenue		95			1,893
Valuation allowance		(928	)		(1,419	)

Future income taxes—current		8,292			15,247
Property, plant and equipment and other		18,359			25,404
Non-capital loss carry-forwards		37,353			48,792
Capital loss carry-forwards		31,213			31,915
Intangible assets		(8,074	)		(12,075	)
Valuation allowance		(44,293	)		(72,295	)

Future income taxes—non-current		34,558			21,741

Total future income taxes	$	42,850		$	36,988

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 $126,514 (2004—$160,842), 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 $106,063 (2004—$139,037), 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	$	—	$	15,311
2006		—		8,060
2007		—		7,781
2008		577		2,688
2009—2023		—		27,616
Losses without expiry date		105,486		65,058

	$	106,063	$	126,514

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.

21 RELATED PARTY TRANSACTIONS

Accounts receivable and other receivables as at April 30, 2004 included a net loan receivable of $254 (net of a $1,566 allowance) due from a former officer of the Company in connection with a compensatory arrangement relating to his employment. The Company held 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. During the fourth quarter of fiscal 2005, the common shares of the Company were agreed to be sold with the majority of the proceeds to be remitted to the Company in settlement of the loan receivable. As a result of the allowance release, as at April 30, 2005, accounts receivable and other receivables included an amount receivable of $1,820, resulting in a recovery of $1,566. The recovery is included in "net restructuring and other unusual items" in the consolidated statement of earnings. See note 19. Subsequent to year end, the entire receivable balance was collected.

The Company also acquired legal services from a law firm in which the Company's Senior Vice President, Mergers and Acquisition and Corporate Secretary is a partner, in the amount of $955 (2004—$1,420). The expenses for these services have been included in general and administrative expenses in the consolidated statements of earnings. As at April 30, 2005 a balance of $216 (2004—$118) was owing to the law firm and has been included in accounts payable and accrued liabilities in the consolidated balance sheet.

22 LITIGATION AND CONTINGENCIES

Customer Indemnifications

The Company has entered into license agreements with customers that include limited intellectual property indemnification clauses. The Company generally agrees to indemnify its customers against legal claims that its software products infringe certain third-party intellectual property rights. In the event of such a claim, the Company is generally obligated to defend its customer against the claim and either to settle the claim at the Company's expense or pay damages that the customer is legally required to pay to the third-party claimant. The Company has not made any significant indemnification payments and has not accrued any amounts in relation to these indemnification clauses.

Litigation, Assessments and Claims

For the years ended April 30, 2005 and 2004, $548, and $3,587, respectively in additions were made related to legal claims. These amounts were classified in general and administrative expenses in the consolidated statement of earnings.

Activity related to the Company's legal accruals was as follows for the years ended April 30, 2005 and 2004:

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
Fiscal year 2005 provision additions		548
Fiscal year 2005 costs charged against provisions		(4,591	)
Fiscal year 2005 provision release		(58	)

April 30, 2005 provision balance	$	96

Extensity, a company 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 entered into a settlement agreement to settle all claims, which will be funded by the issuers' insurers. On February 15, 2005, the Court issued an opinion granting preliminary approval of the settlement.

In addition, from time to time, Geac is subject to other legal proceedings, assessments and claims in the ordinary course of business. At this time, in the opinion of management, none of these matters is reasonably expected to result in a material adverse effect on Geac's financial position.

23 SALE OF NTC NORTHERN ONTARIO ASSETS

In fiscal 2004, the Company received total proceeds of $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 statement of earnings (note 19).

24 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.

For the year ended April 30, 2004, approximately $1,800 of general and administrative expenses has been reallocated from the EAS segment to the ISA segment to provide a more accurate portrayal of segment contribution.

		Year ended April 30, 2005
		EAS		ISA		Total
Revenue:
	Software	$	61,075	$	9,965	$	71,040
	Support and services		281,096		79,851		360,947
	Hardware		9,597		2,808		12,405

Total revenue		$	351,768	$	92,624	$	444,392

Segment contribution		$	93,509	$	15,017	$	108,526
Segment goodwill		$	101,864	$	8,278	$	110,142
Total identifiable segment assets		$	201,530	$	18,799	$	220,329

		Year ended April 30, 2004
		EAS		ISA		Total
Revenue:
	Software	$	54,826	$	10,364	$	65,190
	Support and services		274,859		80,160		355,019
	Hardware		21,574		3,489		25,063

Total revenue		$	351,259	$	94,013	$	445,272

Segment contribution		$	79,417	$	9,273	$	88,690
Segment goodwill		$	120,195	$	8,171	$	128,366
Total identifiable segment assets		$	225,865	$	22,677	$	248,542

Reconciliation of segment contribution to earnings from operations before income taxes

	Year ended April 30,
	2005			2004
Segment contribution	$	108,526		$	88,690
Corporate expenses		(18,927	)		(14,144	)
Amortization of intangible assets		(9,161	)		(7,589	)
Interest income (expense), net		1,735			(24	)
Other income (expense), net		2,252			(1,374	)
Net restructuring and other unusual items		3,724			5,281

Earnings from operations before income taxes	$	88,149		$	70,840

Reconciliation of segment assets to total Company assets

	April 30,
	2005		2004
Total identifiable segment assets	$	220,329	$	248,542
Other assets		6,156		6,378
Future income taxes		42,850		36,988
Cash and cash equivalents		188,242		86,050
Short-term investments		—		26,500
Restricted cash		7,847		1,876
Other unallocated assets		742		569

Total assets	$	466,166	$	406,903

Geographical information

	April 30, 2005				April 30, 2004
	Revenue		Property, Plant and Equipment Intangible Assets Goodwill and Other Assets		Revenue		Property, Plant and Equipment Intangible Assets Goodwill and Other Assets
Canada	$	9,831	$	9,243	$	12,956	$	8,682
U.S.A.		213,699		112,473		213,070		136,349
United Kingdom		87,650		22,698		84,579		27,697
France		50,135		7,249		54,042		7,590
Australia		20,607		2,709		21,265		3,615
All other		62,470		7,772		59,360		7,282

Total	$	444,392	$	162,144	$	445,272	$	191,215

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 maintenance and professional services.

25 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,
		2005			2004
Net earnings under Canadian GAAP		$	77,024			57,166
Adjustments:
	Stock-based compensation (a)		(53	)		(204	)
	Write off of intellectual property in connection with the Comshare acquisition (b)		300			(1,308	)
	Recovery of share purchase loan (c)		(1,566	)		—
	Income taxes (d)		(920	)		(70	)

Net earnings under U.S. GAAP before cumulative catch-up adjustments			74,785			55,584
Cumulative adjustment for change in accounting policy for asset retirement obligations (e)			—			(736	)

Net earnings under U.S. GAAP			74,785			54,848
Other comprehensive income (loss):
	Foreign currency translation adjustment		2,625			(2,731	)

Comprehensive income under U.S. GAAP		$	77,410		$	52,117

Net earnings per share under U.S. GAAP:
Basic net earnings per common share		$	0.87		$	0.65

Diluted net earnings per common share		$	0.85		$	0.64
Weighted average number of common shares used in computing basic net earnings per share ('000s)			85,574			84,645
Weighted average number of common shares used in computing diluted net earnings per share ('000s)			88,170			86,233

a) Stock-based compensation

Accounting for stock-based compensation

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 2004 and thereafter.

In fiscal 2003 and prior periods, 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.

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,
		2005			2004
Net earnings under U.S. GAAP—as reported above		$	74,785		$	54,848
	Pro forma stock-based compensation expense, net of tax		(959	)		(3,730	)

Net earnings—pro forma		$	73,826		$	51,118

Basic net earnings per share under U.S. GAAP—as reported above		$	0.87		$	0.65
	Pro forma stock-based compensation expense per share		(0.01	)		(0.05	)

Basic net earnings per share—pro forma		$	0.86		$	0.60

Diluted net earnings per share under U.S. GAAP—as reported above		$	0.85		$	0.64
	Pro forma stock-based compensation expense per share		(0.01	)		(0.05	)

Diluted net earnings per share—pro forma		$	0.84		$	0.59

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 and stock awards have characteristics significantly different from those 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) Intangible assets

In-process research and development

In connection with the acquisition of Comshare on August 6, 2003, in-process research and development was acquired and capitalized under Canadian GAAP. Under U.S. GAAP, such in-process research and development is charged to expense at the acquisition date. As a result, under U.S. GAAP, the carrying value of the Company's intangible assets on the consolidated balance sheet would be $22,833 (April 30, 2004—$31,320) and the value of the Company's long-term future income tax assets would be $34,961 (April 30, 2004—$22,264).

Goodwill

Although 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 Canadian and U.S. GAAP. Under U.S. GAAP, the carrying value of goodwill on the consolidated balance sheet would be $92,835 (2004—$111,235).

c) Share purchase loan

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 $1,820 (2004—$254). Additionally, the recovery of the loan would be treated as a capital transaction and not included in the consolidated statement of earnings.

d) Income taxes

Included in "Income taxes" is the tax effect of the adjustments related to intangible assets and the recovery of the share purchase loan.

e) 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.

U.S. GAAP Recent accounting pronouncements

Share-Based Payment

In December 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123R"), which replaces SFAS No. 123, "Accounting for Stock-Based Compensation," ("SFAS 123") and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees". SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values beginning with the first interim or annual period after June 15, 2005, with early adoption encouraged. In April 2005, the Securities and Exchange Commission (the "SEC") postponed the effective date of SFAS 123R until the issuer's first fiscal year beginning after June 15, 2005. Under the current rules, the Company will be required to adopt SFAS 123R in the first quarter of fiscal 2007, beginning May 1, 2006. The pro forma disclosures previously permitted under SFAS 123 no longer will be an alternative to financial statement recognition.

The Company adopted the fair value method of accounting for all stock-based compensation awards to both employees and non-employees granted on or after May 1, 2003. All stock-based compensation related to awards granted prior to April 30, 2003 is included in the pro forma disclosures above. Under SFAS 123R, the Company must utilize one of the transition methods required by the standard to record the fair value of stock-based compensation related to these awards. The transition methods include prospective and retroactive adoption options. Under the retroactive option, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated.

In March 2005, the SEC issued Staff Accounting Bulletin No. 107 ("SAB 107") regarding the SEC's interpretation of SFAS 123R and the valuation of share-based payments for public companies. The Company is evaluating the requirements of SFAS 123R and SAB 107 and expects that the adoption of SFAS 123R on May 1, 2006 will not have a material impact on its consolidated results of operations and earnings per share. The Company has not yet determined the method of adoption or the effect of adopting SFAS 123R, and it has not determined whether the adoption will result in amounts that are similar to the current pro forma disclosures under SFAS 123.

Exchanges of Non-monetary Assets

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary Assets—An Amendment of Accounting Principles Board Opinion No. 29, Accounting for Non-monetary Transactions" ("SFAS 153"). SFAS 153 eliminates the exception from fair value measurement for non-monetary exchanges of similar productive assets in paragraph 21(b) of APB Opinion No. 29, "Accounting for Non-monetary Transactions," and replaces it with an exception for exchanges that do not have commercial substance. SFAS 153 specifies that a non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective for fiscal periods beginning after June 15, 2005 and is required to be adopted by the Company in the second quarter of fiscal 2006, beginning on August 1, 2005. The Company does not believe adoption of Statement 153 will have a material effect on its consolidated financial position, results of operations or cash flows.

QuickLinks

Exhibit 99.3

EX-99.4 5 a2161321zex-99_4.htm EXHIBIT 99.4
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.4

Code of Business Conduct and Ethics

Geac Code of Business Conduct and Ethics Policy

Summary

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.

Objective

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.

Scope

Worldwide

Policy Statement

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.

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 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.

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.

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 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.

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 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.

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

QuickLinks

Exhibit 99.4

EX-99.5 6 a2161321zex-99_5.htm EXHIBIT 99.5
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.5

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 22, 2005 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 22, 2005

QuickLinks

Exhibit 99.5

EX-99.6 7 a2161321zex-99_6.htm EXHIBIT 99.6
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.6

CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Charles S. Jones, President and Chief Executive Officer of Geac Computer Corporation Limited, 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): 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
(c): 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 (or 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.

July 27, 2005

/s/ CHARLES S. JONES

Charles S. Jones
President and Chief Executive Officer

QuickLinks

Exhibit 99.6

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
EX-99.7 8 a2161321zex-99_7.htm EXHIBIT 99.7
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.7

CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Donna de Winter, Chief Financial Officer of Geac Computer Corporation Limited, certify that:

1.

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

2.

3.

4.

(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): 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
(c): 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.

(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.

July 27, 2005

/s/ DONNA DE WINTER

Donna de Winter
Chief Financial Officer

QuickLinks

Exhibit 99.7

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
EX-99.8 9 a2161321zex-99_8.htm EXHIBIT 99.8
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.8

CERTIFICATION 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

In connection with the annual report of Geac Computer Corporation Limited (the "Company") on Form 40-F for the fiscal year ended April 30, 2005 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 the best of 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

July 27, 2005

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

QuickLinks

Exhibit 99.8

CERTIFICATION 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
GRAPHIC 10 g168511.jpg G168511.JPG begin 644 g168511.jpg M_]C_X``02D9)1@`!`0$!(`$@``#__@`O35),3%]'4D%02$E#4SI;5$]27U1% M35!=1T5!0U]-0DQ515]+7U1%35`N15!3_]L`0P`'!08&!@4'!@8&"`@'"0L2 M#`L*"@L7$!$-$AL7'!P:%QH9'2$J)!T?*"`9&B4R)2@L+2\P+QTC-#@T+C/98H/9CKR-@^LXKQ6L]Y\?*NYVRWP[7":A06$LL-C"4I'XGQ/G5K M)3'IXB)C>WKX=53'?)J)F8G:OIX]&J0M)WY0Y[KK2Z+<.Y1%(;2/F#^0K*L6 M"=%4%1M3711[TRNS>2?>"D'Y$5L-*JVS6MS_`!"W7#2O+\RMX?I804R^Q*QT M6UD!7G@]/=DU<4I426"E*4"J$N9$A-%Z9*9CM#JMY80D?$UQ;CAQ==TL\=-Z M;6V;P4!4B2H!0B@]``=BLC??8`C8YVYYP[X7W[B6/Y3:NO,U%N<40TM:^T>D M8."4\V0E.K+(E0V(,]K;_P`JO8.I-/7`I$"^VV45 M=`S*0LGY&N>M\!>':6`TJ!,6O&.U5,7S'SVP/PK0]=_1Z1'A/3M&SGWGFP5> M@RB"5CP0L`;^`/7QH)*`YI49/HN7*Z*U'>K1,E2U,M0PL,/.*(:6EP`X2>AW MP?=4FZ!2E*!2E*!2E*!2E*!2E*!2E*!2E*#0M?3DS+I;-+\Q$=\F5/P?ZA&5 M%/QY3\A7/&ISKUBU-J%P%+]P>;A-X^PA7K*2/+D2E/N%92ZRS)U9K67S9]'M MSS+>#T'J(V^9^=8+VN&Y"5?P[QZZ<>+.WZUM8,<5I$=/?M_4,3/DF]YGK[=G M[ET'@Q`0U9)EQ(_:R'^3..B4#_4FND5H?!Y]#NDBR".=F2XE0]^%#\ZWRLW5 MS,YK;^;3TD1&&NWD4I2JZP4I6A:BUPZ)B[/I:&JYW(9"UH3S-M?+J?B`/'NJ M3'CMDG:J/)EKCC>S?:MY\IN%!D3'CAIAI3J_*$ M(5.3-6ZP"WUE4R[S@%'KA3B\?AG\*G[;8,:VV^+;X;8;C1FDLM('V4I&`/PJ M"_"5GM^)>F$82<7!I7K?W3G]*GD.@J-(4KRXM+:%+60E*022>X5I7\ZG#W^U MEN_QG_2@QMGT1*M'&.ZZLB,,IM5RMY2YRK`4F05(*O5\#R9SXDUTFM(_G4X> M_P!K+?\`XS_I6UK'TK,>6JVSG3'5'<5D,/;\JD^'K#!` MZY\A02\I3NJ/O'_BI/LLTZ2TU),>9R!4R6V?7:YAE+:#W'&Y/7<8Q0=MNFH; M#:%A%UO5OA+5T3)DH;)^!-6L;6.DI;R6(NI[.\\KHAN:V5'X9KEG#O@?8DVE MBZ:R8>N5WEH#KK+KJDH8*M^4X(*E;[DGKT\:UOCQPIT_8M-#4FF82H9C.H1) M80M2T*0K8+]8D@A7*/#>@DL#GI2H6\.N+.IM)6]^VH)GQ,I++<@E88ZY">\` M[;=-MNII0=8P"2]R26SC;G3@*!^0^=874+9M]WBZ@LZBW#F MJ]+BK']4O.5MGS2K.W@:WZ=^L;>,1MUCY[/G[]RT[^$SOTGY[LIPMU$W9KRN M%+7R1)W*@J5L&W![)/@#D@_"N\5'B]P&;W&V>N> M[\L[HSB.];&6[?>D.28B!AM]&[B!X$?:'X^^JVJTTYOY,<=OC"SI-3&'^/)R M\)=JI6'MNI;%])P:O7[E;XZ.TD3HS2/O+=2D?B:RYI:) MVF&K%ZS&\2Q=^@W6\.?5S,DP+:4_O#[9!>>!^PC[H\5'?N`[ZLI2+5IF"S9[ M4PAA;XYE!L^OV8QS+4>I)R$@GO4*LKOQ!MZ7$P-/-+NUR=/*VAH'LP?$J[Q[ MOF*U6WJD7&\MM.RA,ER)"4R)39RA;B=^S;_^-I.5$C8K*?*K=,-^'O\`9'E_ MJG?-3B[G;/G_`(W)<3DXFQY:4`%VTK[3'BE:1^HJ[XDL>D\/]3,X42JV2,!/ M4D-D_I68,$&[-7#F`[..I@)QXJ2<_P#C5U)9;D1W6'4A3;B"A0/>",&JM[<6 MWI"UCIP[^LH%<,)"8O$73+RU%*1<6`2#C8K`_6I\CI7YZWJWS=+ZHEV]W*)= MME%(/FA64J'D<`_&I[:9O$:_V"W7J(H%F8PET8^R2-Q[P@"$A& M/PKOS3W'Q#2$-V_2R4)2`D`G88V^U4?N-$1<+BCJ1I:"DKE%X9[PM(4#^-3& MX?WIO4.B[+=VU\Q?BH[3R<`Y5CX*!H.975CCO=;9,MDN!I@QI;"V'0E9!Y5) M*3@\W7!K5>%O"'6VF->6B]W!J&B)&6OM2W)"EX`U&VQW7B3QDU"_!;OCENMK0 MYY`CE3;#""=AA)RLGN"CO@[@4$KY4^#%_P!ZF1V-Q_%=2G\S4)+2M"N-L1;* MDE!U(DI*3L1Z3MC'=4@;9]'_`$5'0E5S?N5S?/MK=D<@)\@D`CYFH\:?B,0. M,=N@QDE+$?4"&FTDYPE,C`&>_84$ZSTJ"R7QJ#C(T]-(6B;?TA8SD-+92\TKQ2H9'YU>4&L6306CK&EY-LT[!:# MQ!7S-]H3C.-UYQU.PI6STH-9UYIT:CL:X[7*)C)[2.H_>[TGR(V^5<3M-P1" M1*L5\8>-N=7^T0!^UBNC;M$`_:'0CO%22K2M<:'BZB!F15IC7-*<=H1ZKH[@ MO_7\ZO:34UI'T\G+\*&KTUKS]3'S_+DDF%==,RF;K;I?:15']WN$8Y;6/NJ\ M#XI5595QTY=R5W:WO6V8KVI-N`+:SXJ:/3_M-4W$:FT=)<:=;=C(\KI$D?5RUQHPL=B<]5UT*YY,T#JA*C@J^&$#OSTKH_#FR+98%ZDQO1BZWV M<*+U]'8SG_;W"STOH60Y,1>M6/F9.V*(ZU==' MK+U6HK,<%/[^>/5J:73VB>._]?/#H4I2J#0H#8CO`&.F^A\#^*Z-'\VG]0%PV1QPK:>2DJ5%6>NPW*#U(&X.^ M#DU+JN?:QX2:+U6^N7,MZHDY?M282NR4H^*A@I4?,C/G0;A9[W:+W%1*M-RB MS6%#(6PZ%_/'0^1K5^,RDCAAJ7*@,PR!G_F%^C='0X5V_6$I@YVYX@)`] MZ5BO;/TY#DJWF19Y"]RF*06B?'LU=/;!)<0U,F]F]'YCCM>0*"DCQ(!!`]]21N]L@ M7FVR+7\'J#7"KC]&^VKG=O:=3RX;'-S!MV.'5)]RPI M/Y4'6=?ZQMFC;`_<9CR#**2F)%SZ\AW[*0GKC.,GN%0QT8J3_.=8E3PI$KZY M8+X<'*0OMAS9'<#>GM/W)N\7&7+OMU:W;?G$%+9'0I1ON.XDG'=BL M-K?@3;]0:D?O]KOKUID2'>W=0&>U3VNUZQ MM[!7;YO*)?(G^"\!CF/@E0`W\<^(KOVC=.7^R+=L)E]4MM+:$O,):0W@] M0!DDGQ)K:)##,EAR/(:0ZRXDH6VM(4E23L00>HH(K\">+4;3;'\F-3/+1;"L MJBRB"H1R3NA0&_(3OGN)/<=I2PYD6='1*A26I#"QE#K*PM*AY$;5R/4W`#1M MV?;0XVK925I!!]X-:[+T/I64LK MZ4I0*4I0*50 M:E1WGWV&G4K=8(#B1U02,C-*#%ZPD&/IN>H'"EM]F/>HX_6M>/U6_(M'U.RG MFA*2Y(F-M%"4-I3ZP*L#)/A6RZ@@R+@B"PTE):3+;=>RK'J)W^.^*OKA&],@ M28G,4=LTI',.[(QF@U?^4TY7HLIMN$(TEY+;44K)D+23CFP-AXXJ^9NUTFWJ M7!AQHXC17DI<><)]G&X`'577RJG88<^&N.R[8X#);3RNS&UIRL`=0`,Y.W4^ M-7VGX,J#%EKDH1Z3(DN/D)5GJ?5&?;_,3&6T'BPKDYN=2D8" M4HSW$GOK*JNMZA.0GKI%B)BRG4M%+2E<[*E>SDG8^>*HHL$Q6E$P"IM$\/>D M')RDKY^;!/A5;'J^'QZFLG:K?. MB6FX\Z4>G2G7G0`K;*O9W^54'K+*.F;;:&PC*%L^D>MMR@\RL>.]!Z;N]V;N M=N;F18[<:>5!M"5$N-X3DO5PEF8[:6HR843F"Y,C)"U)&X2!W#QJ M]EP)$C4,&9ZOHL9ES!SOSJP.GNK`"TZA187[$TQ&0V.?]X[7=X$Y`QC;.=R> MZ@O5:@N(B6,MPV79EP!4IK)2`,9!SW=1GXU7B7N5'E7./>1'2(3*7BY'SRE) MSM@]]5(UKD(O,&0M*1&B0>Q1A63SG&=O<.M6LNQ2YK>H>T4AMR;3<9#,.);<%Q2%E2G0WC.+C;W[=/@LQ$+CJ;[9#_/E6,#`QL*IV&).B.1VG;%`C\B M>5V6TX.9>!C(`&NTMR7,DNLKC.OK&`5$I*?5PC. MP3U\ZM;V]&FLQHF[3;':X4M74CW"LOI2+.@VI$&;&0TIDD!:7`OM M,DDJ\NM62&+[$O-SFQ[?&?1*4@(4N1R$)2,#;!H*T2:U&N%MBQ+:B)%GH<44 MJ:[-86GQ`\15!W4SJ3+=:CMN,=N(L3UN4O.?:))V"1XU6U!;[I<8EN>BAIB> MTLE7KY#84DI5@]^,UXNM@*8-K;M[#+XMZOX#_LO)(P<^??O04XVH)B7;BU*, M%_T6*9`=BJ)0E7W%9/6O/U[>D6;ZY?AQ6XY[(I1E15RDX4H^`WV'SJI*@W&7 M8)L%JUQ8"GBE"&VW0?5R.8G``Z5>ZE$1C39_*K.Y?O.K;1&QE,=IV2KWGU15?2T!^)`,B= MDSY1#CQ/4;82GX#]:M9,>],:BE7*)"8D-K90RCM'^0@#<[8/?07E[NZX;\># M%#)F/@J!?7RMMH'52C^0'6L4UJ2:(ZG'&XKJ6I[<9;[.2VM"NJD[]0=O"O=P MMMQD3HMU=M4.6YV!9>B..`A)YB0I*B,'Y5=W"!,GZ;=B>AQXLDD*;9;6"E)" M@1O@#NH%PO\`Z+<)#:4(5$A,]I*M*^5IQ2>89P=*4&Q"E*4"E*4"E*4"E*4'__9 ` end -----END PRIVACY-ENHANCED MESSAGE-----