Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

GIB CGI Inc

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Share Name	Share Symbol	Market	Type
CGI Inc	NYSE:GIB	NYSE	Common Stock

	Price Change	% Change	Share Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.42	0.39%	109.44	110.27	108.12	108.12	182,580	22:00:00

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2024

Commission File Number 000-29716

CGI INC.

(Translation of registrant’s name into English)

1350 René-Lévesque Boulevard West

25th Floor

Montreal, Quebec

Canada H3G 1T4

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

☐ Form 20-F ☒ Form 40-F

INCORPORATION BY REFERENCE

Exhibits 99.1 and 99.2 to this Form 6-K shall be deemed incorporated by reference in the Registrant’s Registration Statements on Form S-8, Reg. Nos. 333-197742, 333-220741, 333-261831 and 333-261832.

EXHIBIT INDEX


Exhibit Number		Description

99.1		2024 Annual Report

99.2		Management Proxy Circular dated December 2, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		CGI INC.
		(Registrant)

Date: December 18, 2024	By:	/s/ Benoit Dubé
	Name:	Benoit Dubé
	Title:	Executive Vice-President, Legal and Economic Affairs, and Corporate Secretary

Exhibit 99.1

LOGO

Fiscal 2024 results CGI

LOGO

Contents 1 MANAGEMENT’S DISCUSSION AND ANALYSIS 71 Management’s and Auditors’ Reports 78 Consolidated Financial Statements 138 Shareholder Information

Management’s Discussion and Analysis

November 6, 2024

BASIS OF PRESENTATION

This Management’s Discussion and Analysis of the Financial Position and Results of Operations (MD&A) is a responsibility of management and has been reviewed and approved by the Board of Directors. This MD&A has been prepared in accordance with the rules and regulations of the Canadian Securities Administrators. The Board of Directors is ultimately responsible for reviewing and approving the MD&A. The Board of Directors carries out this responsibility mainly through its Audit and Risk Management Committee, which is appointed by the Board of Directors and is comprised entirely of independent and financially literate directors.

Throughout this document, CGI Inc. is referred to as “CGI”, “we”, “us”, “our” or “Company”. This MD&A provides information management believes is relevant to an assessment and understanding of the consolidated results of operations and financial condition of the Company. This document should be read in conjunction with the audited consolidated financial statements and the notes thereto for the years ended September 30, 2024 and 2023. CGI’s accounting policies are in accordance with International Financial Reporting Standards (IFRS Accounting Standards) as issued by the International Accounting Standards Board (IASB). All dollar amounts are in Canadian dollars unless otherwise noted.

MATERIALITY OF DISCLOSURES

This MD&A includes information we believe is material to investors. We consider something to be material if it results in, or would reasonably be expected to result in, a significant change in the market price or value of our shares, or if it is likely that a reasonable investor would consider the information to be important in making an investment decision.

FORWARD-LOOKING STATEMENTS

This MD&A contains “forward-looking information” within the meaning of Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable United States safe harbours. All such forward-looking information and statements are made and disclosed in reliance upon the safe harbour provisions of applicable Canadian and United States securities laws. Forward-looking information and statements include all information and statements regarding CGI’s intentions, plans, expectations, beliefs, objectives, future performance, and strategy, as well as any other information or statements that relate to future events or circumstances and which do not directly and exclusively relate to historical facts. Forward-looking information and statements often but not always use words such as “believe”, “estimate”, “expect”, “intend”, “anticipate”, “foresee”, “plan”, “predict”, “project”, “aim”, “seek”, “strive”, “potential”, “continue”, “target”, “may”, “might”, “could”, “should”, and similar expressions and variations thereof. These information and statements are based on our perception of historic trends, current conditions and expected future developments, as well as other assumptions, both general and specific, that we believe are appropriate in the circumstances. Such information and statements are, however, by their very nature, subject to inherent risks and uncertainties, of which many are beyond the control of the Company, and which give rise to the possibility that actual results could differ materially from our expectations expressed in, or implied by, such forward-looking information or forward-looking statements. These risks and uncertainties include but are not restricted to: risks related to the market such as the level of business activity of our clients, which is affected by economic and political conditions, additional external risks (such as pandemics, armed conflict, climate-related issues and inflation) and our ability to negotiate new contracts; risks related to our industry such as competition and our ability to develop and expand our services to address emerging business demands and technology trends (such as artificial intelligence), to penetrate new markets, and to protect our intellectual property rights; risks related to our business such as risks associated with our growth strategy, including the integration of new operations, financial and operational risks inherent in worldwide operations, foreign exchange risks, income tax laws and other tax programs, the termination, modification, delay or suspension of our contractual agreements, our expectations regarding future revenue resulting from bookings and backlog, our ability to attract and retain qualified employees, to negotiate favourable contractual terms, to deliver our services and to collect receivables, to disclose, manage and implement environmental, social and governance (ESG) initiatives and standards, and to achieve ESG commitments and targets, including without limitation, our commitment to net-zero carbon emissions, as well as the reputational and financial risks attendant to cybersecurity breaches and other incidents, including through the use of artificial intelligence, and financial risks such as liquidity needs and requirements, maintenance of financial ratios, our ability to

2 — MANAGEMENT’S DISCUSSION AND ANALYSIS

declare and pay dividends, interest rate fluctuations and changes in creditworthiness and credit ratings; as well as other risks identified or incorporated by reference in this MD&A and in other documents that we make public, including our filings with the Canadian Securities Administrators (on SEDAR+ at www.sedarplus.ca) and the U.S. Securities and Exchange Commission (on EDGAR at www.sec.gov). Unless otherwise stated, the forward-looking information and statements contained in this MD&A are made as of the date hereof and CGI disclaims any intention or obligation to publicly update or revise any forward-looking information or forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. While we believe that our assumptions on which these forward-looking information and forward-looking statements are based were reasonable as at the date of this MD&A, readers are cautioned not to place undue reliance on these forward-looking information or statements. Furthermore, readers are reminded that forward-looking information and statements are presented for the sole purpose of assisting investors and others in understanding our objectives, strategic priorities and business outlook as well as our anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes. Further information on the risks that could cause our actual results to differ significantly from our current expectations may be found in section 10 - Risk Environment, which is incorporated by reference in this cautionary statement. We also caution readers that the risks described in the previously mentioned section and in other sections of this MD&A are not the only ones that could affect us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial could also have a material adverse effect on our financial position, financial performance, cash flows, business or reputation.

FISCAL 2024 RESULTS — 3

KEY PERFORMANCE MEASURES

The reader should note that the Company reports its financial results in accordance with IFRS Accounting Standards. However, we use a combination of GAAP, non-GAAP and supplementary financial measures and ratios to assess the Company’s performance. The non-GAAP measures used in this MD&A do not have any standardized meaning prescribed by IFRS Accounting Standards and are therefore unlikely to be comparable to similar measures presented by other issuers. These measures should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with IFRS Accounting Standards.

The table below summarizes our most relevant key performance measures:



Growth		Revenue prior to foreign currency impact (non-GAAP) – is a measure of revenue before foreign currency translation impacts. This is calculated by translating current period results in local currency using the conversion rates in the equivalent period from the prior year. Given that we have a strong presence globally and are affected by most major international currencies, management believes that it is helpful to adjust revenue to exclude the impact of currency fluctuations to facilitate period-to-period comparisons of business performance and that this measure is useful for investors for the same reason. A reconciliation of the revenue prior to foreign currency impact to its closest IFRS Accounting Standards measure can be found in sections 3.4. and 5.4. of the present document.
		Constant currency revenue growth (non-GAAP) – is a measure of revenue growth before foreign currency translation impacts. This is calculated by translating current period results in local currency using the conversion rates in the equivalent period from the prior year. Management believes its use of this measure is helpful for investors to facilitate period-to-period comparisons of our business growth.
		Bookings – are new binding contractual agreements including wins, extensions and renewals. In addition, our bookings are comprised of committed spend and estimates from management that are subject to change, including demand-driven usage, such as volume-based and time and material contracts, as well as price indexation and option years. Management evaluates factors such as prices and past history to support its estimates. Management believes that it is a key indicator of the volume of our business over time and potential future revenue and that it is useful trend information to investors for the same reason. Information regarding our bookings is not comparable to, nor should it be substituted for, an analysis of our revenue. Additional information on bookings can be found in sections 3.1. and 5.1. of the present document.
		Backlog – includes bookings, backlog acquired through business acquisitions, backlog consumed during the period as a result of client work performed as well as the impact of foreign currencies to our existing contracts. Backlog incorporates estimates from management that are subject to change and are mainly driven from bookings. Backlog is adjusted when there are reductions in contractual commitments, resulting from client decisions, such as contract terminations. Management tracks this measure as it is a key indicator of our best estimate of contracted revenue to be realized in the future and believes that this measure is useful trend information to investors for the same reason.
		Book-to-bill ratio – is a measure of the proportion of the value of our bookings to our revenue in the quarter. This metric allows management to monitor the Company’s business development efforts during the quarter to grow our backlog and our business over time and management believes that this measure is useful for investors for the same reason.
		Book-to-bill ratio trailing twelve months – is a measure of the proportion of the value of our bookings to our revenue over the last trailing twelve-month period as management believes that monitoring the Company’s bookings over a longer period is a more representative measure as the services and contract type, size and timing of bookings could cause this measurement to fluctuate significantly if taken for only a three-month period and as such is useful for investors for the same reason. Management’s objective is to maintain a target ratio greater than 100% over a trailing twelve-month period.

4 — MANAGEMENT’S DISCUSSION AND ANALYSIS


Profitability		Specific items – include acquisition-related and integration costs and the cost optimization program. Acquisition-related costs mainly include third-party professional fees incurred to close acquisitions. Integration costs are mainly comprised of expenses due to redundancy of employment and contractual agreements, cancellation of acquired leased premises and costs related to the integration towards the CGI operating model. The cost optimization program mainly includes costs related to termination of employment and vacated leased premises.
		Earnings before income taxes – is a measure of earnings generated for shareholders before income taxes.
		Earnings before income taxes margin – is obtained by dividing our earnings before income taxes by our revenues. Management believes a percentage of revenue measure is meaningful for better comparability from period-to-period.
		Adjusted EBIT (non-GAAP) – is a measure of earnings excluding specific items, net finance costs and income tax expense. Management believes its use of this measure, which excludes items that are non- related to day-to-day operations, such as the impact of specific items, capital structure and income taxes, is helpful to investors to better evaluate the Company’s core operating performance. This measure also allows for better comparability from period-to-period and trend analysis. A reconciliation of the adjusted EBIT to its closest IFRS Accounting Standard measure can be found in sections 3.6. and 5.6. of the present document.
		Adjusted EBIT margin (non-GAAP) – is obtained by dividing our adjusted EBIT by our revenues. Management believes its use of this measure, which evaluates our core operating performance before specific items, capital structure and income taxes when compared to our revenues, is relevant to investors for better comparability from period-to-period. This measure demonstrates the Company’s ability to grow in a cost-effective manner, executing on our Build and Buy strategy. A reconciliation of the adjusted EBIT to its closest IFRS Accounting Standards measure can be found in sections 3.6. and 5.6. of the present document.
		Net earnings – is a measure of earnings generated for shareholders.
		Net earnings margin – is obtained by dividing our net earnings by our revenues. Management believes a percentage of revenue measure is meaningful for better comparability from period-to-period.
		Diluted earnings per share (diluted EPS) – is a measure of net earnings generated for shareholders on a per share basis, assuming all dilutive elements are exercised. See note 21 of our audited consolidated financial statements for additional information on earnings per share.
		Net earnings excluding specific items (non-GAAP) – is a measure of net earnings excluding acquisition-related and integration costs and the cost optimization program. Management believes its use of this measure best demonstrates to investors the net earnings generated from our day-to-day operations by excluding specific items, for better comparability from period-to-period. A reconciliation of the net earnings excluding specific items to its closest IFRS Accounting Standards measure can be found in sections 3.8.3. and 5.6.1. of the present document.
		Net earnings margin excluding specific items (non-GAAP) – is obtained by dividing our net earnings excluding specific items by our revenues. Management believes its use of this measure, which evaluates our core operating performance when compared to our revenues, is relevant to investors to assess their returns and for better comparability from period-to-period. This measure demonstrates the Company’s ability to grow in a cost-effective manner, executing on our Build and Buy strategy. A reconciliation of the net earnings excluding specific items to its closest IFRS Accounting Standards measure can be found in sections 3.8.3. and 5.6.1. of the present document.

FISCAL 2024 RESULTS — 5


		Diluted earnings per share excluding specific items (non-GAAP) – is defined as the net earnings excluding specific items on a per share basis. Management believes its use of this measure is useful for investors as excluding specific items best reflects the Company’s ongoing operating performance on a per share basis and allows for better comparability from period-to-period. The diluted earnings per share reported in accordance with IFRS Accounting Standards can be found in sections 3.8. and 5.6. of the present document while the basic and diluted earnings per share excluding specific items can be found in sections 3.8.3. and 5.6.1. of the present document.
		Effective tax rate excluding specific items (non-GAAP) – is obtained by dividing our income tax expense by earnings before income taxes, before specific items. Management believes its use of this measure allows for better comparability from period-to-period of its effective tax rate on its operations, and is useful for investors for the same reason. A reconciliation of the effective tax rate excluding specific items to its closest IFRS Accounting Standards measure can be found in sections 3.8.3. and 5.6.1. of the present document.

Liquidity		Cash provided by operating activities – is a measure of cash generated from managing our day-to- day business operations. Management believes strong operating cash flow is indicative of financial flexibility, allowing us to execute the Company’s growth strategy.
		Cash provided by operating activities as a percentage of revenue – is obtained by dividing our cash provided by operating activities by our revenues. Management believes strong operating cash flow compared to our revenues is a key indicator of our financial flexibility to execute the Company’s growth strategy.
		Days sales outstanding (DSO) – is the average number of days needed to convert our trade receivables and work in progress into cash. DSO is obtained by subtracting deferred revenue from trade accounts receivable and work in progress; the result is divided by our most recent quarter’s revenue over 90 days. Management tracks this metric closely to ensure timely collection and healthy liquidity. Management believes that this measure is useful for investors as it demonstrates the Company’s ability to timely convert its trade receivables and work in progress into cash.

Capital Structure		Net debt (non-GAAP) – is obtained by subtracting from our debt and lease liabilities, our cash and cash equivalents, short-term investments, long-term investments and adjusting for fair value of foreign currency derivative financial instruments related to debt. Management believes its use of the net debt metric to monitor the Company’s financial leverage is useful for investors as it provides insight into its financial strength. A reconciliation of net debt to its closest IFRS Accounting Standards measure can be found in section 4.5. of the present document.
		Net debt to capitalization ratio (non-GAAP) – is a measure of our level of financial leverage and is obtained by dividing the net debt by the sum of shareholders’ equity and net debt. Management believes its use of the net debt to capitalization ratio is useful for investors as it monitors the proportion of debt versus capital used to finance the Company’s operations.
		Return on invested capital (ROIC) (non-GAAP) – is a measure of the Company’s efficiency at allocating the capital under its control to profitable investments and is calculated as the proportion of the net earnings excluding net finance costs after-tax for the last twelve months, over the last four quarters’ average invested capital, which is defined as the sum of shareholders’ equity and net debt. Management believes its use of this ratio is useful for investors as it assesses how well it is using its capital to generate returns.

6 — MANAGEMENT’S DISCUSSION AND ANALYSIS

REPORTING SEGMENTS

The Company is managed through the following nine operating segments: Western and Southern Europe (primarily France, Spain and Portugal); United States (U.S.) Commercial and State Government; Canada; U.S. Federal; Scandinavia and Central Europe (Germany, Sweden and Norway); United Kingdom (U.K.) and Australia; Finland, Poland and Baltics; Northwest and Central-East Europe (primarily Netherlands, Denmark and Czech Republic); and Asia Pacific Global Delivery Centers of Excellence (mainly India and Philippines) (Asia Pacific).

Effective October 1, 2023, as part of the Cost Optimization Program (see section 3.6.2. of the present document), the Company centralized some internal administrative activities under a corporate function, which were previously presented in revenue under the Asia Pacific segment. The Company has restated the Asia Pacific segmented information for the comparative period to conform with this change.

See sections 3.4., 3.7., 5.4. and 5.5. of the present document and to note 29 of our audited consolidated financial statements for additional information on our segments.

FISCAL 2024 RESULTS — 7

MD&A OBJECTIVES AND CONTENTS

In this document, we:

•

Provide a narrative explanation of the audited consolidated financial statements through the eyes of management;

•

Provide the context within which the audited consolidated financial statements should be analyzed, by giving enhanced disclosure about the dynamics and trends of the Company’s business; and

•

Provide information to assist the reader in ascertaining the likelihood that past performance may be indicative of future performance.

In order to achieve these objectives, this MD&A is presented in the following main sections:



Section		Contents		Pages

1.	Corporate Overview	1.1.	About CGI	9
	Corporate Overview	1.2.	Vision and Strategy	10

		1.3.	Competitive Environment	12

2.	Highlights and Key Performance Measures	2.1.	Selected Yearly Information and Key Performance Measures	13
		2.2.	Stock Performance	14
		2.3.	Investment in Subsidiaries	16

		2.4.	Long-Term Issuer Credit Rating and Notes Issuance	16

3.	Financial Review	3.1.	Bookings and Book-to-Bill Ratio	17

		3.2.	Foreign Exchange	18

		3.3.	Revenue Distribution	19

		3.4.	Revenue by Segment	20

		3.5.	Operating Expenses	23

		3.6.	Earnings Before Income Taxes	24

		3.7.	Adjusted EBIT by Segment	25

		3.8.	Net Earnings and Earnings Per Share	27

4.	Liquidity	4.1.	Consolidated Statements of Cash Flows	29

		4.2.	Capital Resources	33

		4.3.	Contractual Obligations	33

		4.4.	Financial Instruments and Hedging Transactions	33

		4.5.	Selected Measures of Capital Resources and Liquidity	34

		4.6.	Guarantees	35

		4.7.	Capability to Deliver Results	35

8 — MANAGEMENT’S DISCUSSION AND ANALYSIS



Section		Contents		Pages

5.	Fourth Quarter	5.1.	Bookings and Book-to-Bill Ratio	36
	Results	5.2.	Foreign Exchange	37

		5.3.	Revenue Distribution	38

		5.4.	Revenue by Segment	39

		5.5.	Adjusted EBIT by Segment	42

		5.6.	Net Earnings and Earnings Per Share	44

		5.7.	Consolidated Statements of Cash Flows	46

6.	Eight Quarter Summary	A summary of the past eight quarters’ key performance measures and a discussion of the factors that could impact our quarterly results.		48

7.	Changes in Accounting Policies	A summary of accounting standards adopted and future accounting standard changes.		50

8.	Critical Accounting Estimates	A discussion of the critical accounting estimates made in the preparation of the audited consolidated financial statements.		52

9.	Integrity of Disclosure	A discussion of the existence of appropriate information systems, procedures and controls to ensure that information used internally and disclosed externally is complete and reliable.		55

10.	Risk Environment	10.1.	Risks and Uncertainties	57
	Risk Environment	10.2.	Legal Proceedings	70

FISCAL 2024 RESULTS — 9

1. Corporate Overview

1.1. ABOUT CGI

Founded in 1976 and headquartered in Montréal, Canada, CGI is a leading IT and business consulting services firm with approximately 90,250 consultants and professionals worldwide. We use the power of technology to help clients accelerate their holistic digital transformation.

CGI has a people-centered culture, operating where our clients live and work to build trusted relationships and to advance our shared communities. Our consultants and professionals are committed to providing actionable insights that help clients achieve their business outcomes. CGI’s global delivery centers complement our proximity-based teams, offering clients added options that deliver scale, innovation and delivery excellence in every engagement.

End-to-end services and solutions

CGI delivers end-to-end services that help clients achieve the highest returns on their digital investments. We call this ROI-led digitization. Our insights-driven end-to-end services and solutions work together to help clients design, implement, run and operate the technology critical to achieving their business strategies. Our portfolio encompasses:

Business and strategic IT consulting, and systems integration services: CGI helps clients drive sustainable value in critical consulting areas, including strategy, organization and change management, core operations and technology. Within each of these areas, our consultants also deliver a broad range of business offerings to address client executives’ priorities, including designing and advancing strategies for the responsible use of artificial intelligence (AI), sustainable supply chain management, environmental, social and governance (ESG), mergers and acquisitions, and more. In the area of systems integration, we help clients accelerate the enterprise modernization of their legacy systems and adopt new technologies to drive innovation and deliver real-time and insight-driven customer and citizen services.

ii.

Managed IT and business process services: Working as an extension of our clients’ organizations, we take on full or partial responsibility for managing their IT functions, freeing them up to focus on their strategic business direction. Our services enable clients to reinvest, alongside CGI, in the successful execution of their digital transformation roadmaps. We help them increase agility, scalability and resilience; deliver operational efficiencies, innovations and reduced costs; and embed security and data privacy controls. Typical services include: application development, modernization and maintenance; holistic enterprise digitization, automation, hybrid and cloud management; and business process services.

iii.

Intellectual property (IP) business solutions: CGI’s portfolio of IP solutions are highly configurable “business platforms as a service” that are embedded within our end-to-end service offerings and utilize integrated security, data privacy practices, provider-neutral cloud approaches, and advanced AI capabilities to provide immediate benefits to clients. We invest in, and deliver, market-leading IP to drive business outcomes within each of our target industries. We also collaborate with clients to build and evolve IP-based solutions while enabling a higher degree of flexibility and customization for their unique modernization and digitization needs.

Deep industry and technology expertise

CGI has long-standing and focused practices in all of its core industries, providing clients with a partner that is not only an expert in IT, but also an expert in their respective industries. This combination of business knowledge and digital technology expertise allows us to help our clients navigate complex challenges and focus on value creation. In the process, we evolve the services and solutions we deliver within our targeted industries and provide thought leadership, blueprints, frameworks and technical accelerators that help client evolve their ecosystems.

Our targeted industries include financial services (including banking and insurance), government (including space), manufacturing, retail and distribution (including consumer services, transportation and logistics), communications and utilities (including energy and media), and health (including life sciences). To help orchestrate our global posture across these industries, our leaders regularly participate in cabinet meetings and councils to advance the strategies, services and solutions we deliver to our clients.

10 — MANAGEMENT’S DISCUSSION AND ANALYSIS

Helping clients leverage technology to its fullest

Macro trends such as supply chain reconfiguration, climate change and energy transition, and demographic shifts including aging populations and talent shortages require new business models and ways of working. At the same time, technology is reshaping our future and creating new opportunities.

Accelerating digitization provides the inclusive, economically vibrant, and sustainable future our clients’ customers and citizens demand. Leveraging technology to its fullest helps clients to lead within their industries. Our end-to-end digital services, industry and technology expertise, and operational excellence combine to help clients advance their holistic digital transformation.

Through our proprietary Voice of Our Clients research, we analyzed the characteristics of leading digital organizations and found these common attributes:

•

Strategic alignment and business agility: Digital leaders have highly agile business models to address digitization and are better at aligning and integrating business and IT operations to support and execute strategy.

•

Digitization: They have mature strategies to leverage data and digitization to achieve business model resilience, are less challenged by legacy systems, and extend their digitization strategy to their external ecosystem.

•

Data, automation and AI: They adopt a holistic data strategy for the enterprise and ecosystem and have a higher rate of being in progress with or having implemented both traditional and generative AI.

•

Data privacy and protection: They produce greater results from their data privacy and protection strategy, which also extends to their external ecosystem. Their cybersecurity programs are highly mature in terms of connected assets.

Digital leaders across industries seek new ways to evolve their strategy and operational models and use technology and information to improve how they operate, deliver products and services, and create value.

CGI helps clients adopt leading digital attributes and design, manage, protect and evolve their digital value chains to accelerate business outcomes.

Quality processes

Our clients expect consistent service wherever and whenever they engage us. We have an outstanding track record of on-time, within-budget delivery as a result of our commitment to excellence and our robust governance model - CGI’s Management Foundation.

Our Management Foundation provides a common business language, frameworks and practices for managing operations consistently across the globe, driving continuous improvement. We also invest in rigorous quality and service delivery standards including the International Organization for Standardization (ISO) and Capability Maturity Model Integration (CMMI) certification programs, as well as a comprehensive Client Satisfaction Assessment Program, with signed client assessments, to ensure high satisfaction on an ongoing basis.

1.2. VISION AND STRATEGY

CGI is unique compared to most companies, as our vision is based on a dream: “To create an environment in which we enjoy working together and, as owners, contribute to building a company we can be proud of.” This dream has motivated us since our founding in 1976 and drives our vision: “To be a global, world-class end-to-end IT and business consulting services leader helping our clients succeed.”

In pursuing our dream and vision, CGI has been highly disciplined throughout its history in executing a Build and Buy profitable growth strategy comprised of four pillars that combine profitable organic growth (Build) and accretive acquisitions (Buy):

Pillar 1: Win, renew and extend contracts

Pillar 2: New large managed IT and business process services contracts

FISCAL 2024 RESULTS — 11

These first two pillars relate to driving profitable organic growth through the pursuit of contracts with new and existing clients in our targeted industries. As such, CGI engages with new and existing clients on four levers in our portfolio of end-to-end services and solutions: Business and Strategic IT Consulting, Systems Integration, Managed Services and IP-based services. Successes in these pillars reflect the strength of our end-to-end portfolio of capabilities, the depth of expertise of our consultants in business and IT, client satisfaction in our delivery excellence, and the appreciation of the proximity model by our clients, both existing and potential.

Pillar 3: Metro market acquisitions

Pillar 4: Large, transformational acquisitions

The third and fourth pillars focus on growth through accretive acquisitions. The third pillar for metro market acquisitions complements the proximity model and helps to provide a fuller range of end-to-end services. The fourth pillar for large transformational acquisitions helps to further expand our geographic footprint and reach the critical mass required to compete for large managed IT and business process services contracts and broaden our client relationships. Both the third and fourth pillars are supported by three levers. First, is our range of end-to-end services that allow us to consider a broad range of acquisitions. A second lever is CGI’s industry sector mix that helps us mirror the IT spend of each metro market over time. A final lever across pillars three and four focuses on IP-based services firms that offer consulting services and managed services that leverage their solutions.

CGI will continue to be a consolidator in the IT and business consulting services industry by being active across these four pillars.

Executing our strategy

CGI’s strategy is executed through a business model that combines client proximity with an extensive global delivery network to deliver the following benefits:

• Local relationships and accountability: We live and work near our clients to provide a high level of responsiveness, partnership, and innovation. Our local consultants and professionals speak our clients’ language, understand their business and industries, and collaborate to meet their goals and advance their business.

• Global reach: Our local presence is complemented by an expansive global delivery network that ensures our clients have 24/7 access to best-fit digital capabilities and resources to meet their end-to-end needs. In addition, clients benefit from our unique combination of industry domain and technology expertise within our global delivery model.

• Committed experts: Two of our key strategic goals are to be our clients’ partner and expert of choice. To achieve this, we invest in developing and recruiting professionals with extensive industry, business and in-demand technology expertise. Individually and collectively, each of our experts embody partnership behaviors in all they do by being consultative and building trusted relationships with each other, our clients, shareholders, and within our communities. In addition, a majority of consultants and professionals are also owners through our Share Purchase Plan, which, combined with the Profit Participation Plan, provide an added level of commitment to the success of our clients.

• Everyday innovation: Our approach to client engagements is to continuously bring forward actionable insights that support clients’ ROI-led digitization priorities. Through our client satisfaction program, we regularly assess the degree to which clients find that CGI introduced applicable innovation to the engagements we deliver for them, including through our ideas, processes, tools and offerings. We also scale innovative solutions co-created with clients through a global governance model.

• Comprehensive quality processes: CGI’s investment in quality frameworks and rigorous client satisfaction assessments has resulted in a consistent track record of on-time and within-budget project delivery. With regular reviews of engagements and transparency at all levels, the Company ensures that client objectives and its own

12 — MANAGEMENT’S DISCUSSION AND ANALYSIS

quality objectives are consistently followed at all times. This thorough process enables CGI to generate continuous improvements for all stakeholders by applying corrective measures as soon as they are required.

• ESG strategy: At CGI, our ESG strategy is key to contributing to our strategic goal to be recognized by our stakeholders as an engaged, ethical and responsible corporate citizen within our communities. Our commitments align with the United Nations (UN) Global Compact’s 10 principles and the Science Based Target initiative (SBTi) and we are recognized by leading international indices, including EcoVadis, Carbon Disclosure Project (CDP) and Dow Jones Sustainability Indices (DJSI). We prioritize partnerships with clients, while also collaborating with educational institutions and local organizations, on three global priorities: people, communities and climate. We demonstrate our commitment to a sustainable world through projects delivered in collaboration with clients and through operating practices, supply chain management, and community service activities.

1.3. COMPETITIVE ENVIRONMENT

As market dynamics and industry trends continue to increase client demand for ROI-led digitization, CGI is well-positioned to serve as a digital partner and expert of choice. We work with clients across the globe to implement digital strategies, roadmaps and solutions that help clients transform the customer/citizen experience, drive the launch of new products and services, and deliver efficiencies and cost savings.

CGI’s competition is comprised of a variety of firms, from local companies providing specialized services and software, government pure-plays to global business consulting and IT services providers. All of these players are competing to deliver some or all of the services we provide.

Many factors distinguish the industry leaders, including the following:

• Depth and breadth of industry and technology expertise;

• Local presence and strength of client relationships;

• Extensive and flexible global delivery network, including onshore, nearshore and offshore options;

• Breadth of digital IP solutions;

• Total cost of services and value delivered;

• Ability to deliver practical innovation for measurable results; and

• Consistent on-time, within-budget delivery everywhere clients operate.

CGI is one of the leaders in the industry with respect to the combination of these factors. CGI is one of few firms with the scale, reach, and capabilities to meet clients’ enterprise business and technology needs.

FISCAL 2024 RESULTS — 13

2. Highlights and Key Performance Measures

2.1. SELECTED YEARLY INFORMATION & KEY PERFORMANCE MEASURES



As at and for the years ended September 30,	2024	2023	2022	Change 2024 / 2023	Change 2023 / 2022

In millions of CAD unless otherwise noted

Growth

Revenue	14,676.2	14,296.4	12,867.2	379.8	1,429.2

Year-over-year revenue growth	2.7%	11.1%	6.1%

Constant currency revenue growth	0.9%	8.0%	10.5%

Backlog¹	28,724	26,059	24,055	2,665	2,004

Bookings	16,044	16,259	13,966	(215)	2,293

Book-to-bill ratio	109.3%	113.7%	108.5%	(4.4%)	5.2%

Profitability

Earnings before income taxes	2,291.0	2,197.9	1,967.0	93.1	230.9

Earnings before income taxes margin	*15.6%*	15.4%	15.3%	*0.2%*	0.1%

Adjusted EBIT²	2,415.8	2,312.7	2,086.6	103.1	226.1

Adjusted EBIT margin	*16.5%*	16.2%	16.2%	*0.3%*	—%

Net earnings	1,692.7	1,631.2	1,466.1	61.5	165.1

Net earnings margin	*11.5%*	11.4%	11.4%	*0.1%*	—%

Diluted EPS (in dollars)	7.31	6.86	6.04	0.45	0.82

Net earnings excluding specific items²	1,765.9	1,680.0	1,487.9	85.9	192.1

Net earnings margin excluding specific items	*12.0%*	11.8%	11.6%	*0.2%*	0.2%

Diluted EPS excluding specific items (in dollars)²	7.62	7.07	6.13	0.55	0.94

Liquidity

Cash provided by operating activities	2,205.0	2,112.2	1,865.0	92.8	247.2

As a percentage of revenue	*15.0%*	14.8%	14.5%	*0.2%*	0.3%

Days sales outstanding	41	44	49	(3)	(5)

Capital structure

Long-term debt and lease liabilities³	3,308.4	3,742.3	3,976.2	(433.9)	(233.9)

Net debt²	1,819.8	2,134.6	2,946.9	(314.8)	(812.3)

Net debt to capitalization ratio	16.2%	20.4%	28.8%	(4.2%)	(8.4%)

Return on invested capital	16.0%	16.0%	15.7%	—%	0.3%

Balance sheet

Cash and cash equivalents, and short-term investments	1,464.4	1,575.6	972.6	(111.2)	603.0

Total assets	16,685.5	15,799.5	15,175.4	886.0	624.1

Long-term financial liabilities⁴	3,176.9	2,386.2	3,731.3	790.7	(1,345.1)

¹	Approximately $11.4 billion of our backlog as at September 30, 2024 is expected to be converted into revenue within the next twelve months, $9.3 billion within one to three years, $3.5 billion within three to five years and $4.5 billion in more than five years.

²	See sections on Adjusted EBIT by Segment, Net Earnings and Earnings per Share Excluding Specific Items and Selected Measures of Capital Resources and Liquidity sections of each year’s respective MD&A for the reconciliation of non-GAAP financial measures.

³	Long-term debt and lease liabilities include both the current and long-term portions of the long-term debt and lease liabilities.

⁴	Long-term financial liabilities include the long-term portion of the debt, long-term portion of lease liabilities and the long-term derivative financial instruments.

14 — MANAGEMENT’S DISCUSSION AND ANALYSIS

2.2. STOCK PERFORMANCE

LOGO

2.2.1. Fiscal 2024 Trading Summary

CGI’s shares are listed on the Toronto Stock Exchange (TSX) (stock quote – GIB.A) and the New York Stock Exchange (NYSE) (stock quote – GIB) and are included in key indices such as the S&P/TSX 60 Index.


TSX	(CAD)	NYSE	(USD)

Open:	133.85	Open:	98.10

High:	160.40	High:	118.89

Low:	129.00	Low:	93.07

Close:	155.62	Close:	114.96

CDN average daily trading volumes¹:	558,315	NYSE average daily trading volumes:	149,488

¹	Includes the average daily volumes of both the TSX and alternative trading systems.

FISCAL 2024 RESULTS — 15

2.2.2. Normal Course Issuer Bid (NCIB)

On January 30, 2024, the Company’s Board of Directors authorized and subsequently received regulatory approval from the TSX for the renewal of its NCIB, which allows for the purchase for cancellation of up to 20,457,737 Class A subordinate voting shares (Class A Shares) representing 10% of the Company’s public float as of the close of business on January 23, 2024. Class A Shares may be purchased for cancellation under the NCIB commencing on February 6, 2024, until no later than February 5, 2025, or on such earlier date when the Company has either acquired the maximum number of Class A Shares allowable under the NCIB or elects to terminate the bid.

During the year ended September 30, 2024, the Company purchased for cancellation 6,528,608 Class A Shares for a total cash consideration of $925.2 million, at a weighted average price of $141.72 under the previous and current NCIB. The purchased shares included 1,674,930 Class A Shares purchased for cancellation on February 23, 2024 from the Founder and Executive Chairman of the Board of the Company, as well as a wholly-owned holding company, for a total cash consideration of $250.0 million, and 2,887,878 Class A Shares purchased for cancellation on May 27, 2024 from Caisse de dépôt et placement du Québec (CDPQ), for a total cash consideration of $400.0 million, both by way of private agreements. The repurchase transaction from the Founder and Executive Chairman of the Board of the Company was reviewed and recommended for approval by an independent committee of the Board of Directors of the Company following the receipt of an external opinion regarding the reasonableness of the financial terms of the transaction, and ultimately approved by the Board of Directors. The purchases were made pursuant to two exemption orders issued by the Autorité des marchés financiers and are considered within the annual aggregate limit that the Company is entitled to purchase under its current NCIB.

In addition, the Company paid for and cancelled 68,550 Class A Shares under the previous NCIB for a total consideration of $9.2 million, which were purchased but were neither paid nor cancelled as at September 30, 2023.

On June 20, 2024, the Canadian government enacted new legislation to implement tax measures on equity repurchased by public companies. The legislation requires a company to pay a 2.0% tax on the fair market value of their repurchased shares. This tax liability can be offset by the issuance of new equity during the relevant taxation year. The tax applies retroactively to repurchases and issuances of equity that occurred on or after January 1, 2024. As of September 30, 2024, the Company has complied with this new legislation, and recorded $13.6 million of accrued liabilities related to shares repurchased net of issuance of stock options, with a corresponding reduction to retained earnings.

As at September 30, 2024, the Company could purchase up to 14,803,829 Class A Shares for cancellation under its current NCIB.

2.2.3. Capital Stock and Options Outstanding

The following table provides a summary of the Capital Stock and Options Outstanding as at November 1, 2024:



Capital Stock and Options Outstanding		As at November 1, 2024

Class A subordinate voting shares		203,856,403

Class B shares (multiple voting)		24,122,758

Options to purchase Class A subordinate voting shares		3,780,287

2.2.4. Dividends

On November 5, 2024, the Company’s Board of Directors approved a quarterly cash dividend for holders of Class A Shares and Class B shares (multiple voting) of $0.15 per share. This dividend is payable on December 20, 2024 to shareholders of record as of the close of business on November 20, 2024. The dividend is designated as an “eligible dividend” for Canadian tax purposes.

Future dividends and the amounts will be at the discretion of the Board of Directors after taking into account the Company’s cash flow, earnings, financial position, market conditions and other factors the Board of Directors deems relevant, and will be communicated on a quarterly basis.

16 — MANAGEMENT’S DISCUSSION AND ANALYSIS

2.3. INVESTMENT IN SUBSIDIARIES

On October 10, 2023, the Company acquired Momentum Consulting Corp., an IT and business consulting firm specializing in digital transformation, data and analytics and managed services, based in the U.S. and headquartered in Miami, Florida for a total purchase price of $53.3 million. The acquisition added approximately 175 professionals to the Company.

On July 3, 2024, the Company acquired the assets of Celero Solutions’ credit union business, consisting of master services agreements that span managed services, core banking, digital banking and related IT services, based in Canada, for a total purchase price of $19.1 million. The acquisition added more than 150 professionals to the Company.

On September 13, 2024, the Company acquired Aeyon LLC (Aeyon), a digital transformation, data management and analytics, and intelligent automation services partner to the U.S. Federal Government, based in the U.S. and headquartered in Vienna, Virginia, for a total purchase price of $317.8 million. The acquisition added approximately 725 professionals to the Company.

The Company completed these acquisitions for a total purchase price of $390.2 million.

2.4. LONG-TERM ISSUER CREDIT RATING AND NOTES ISSUANCE

In July 2024, Moody’s Investors Service, Inc. (“Moody’s”) upgraded CGI’s issuer credit rating from Baa1 to A3. S&P Global Ratings (“S&P”) maintained CGI’s issuer credit rating at BBB+.



Rating Agency	Long-Term Issuer Credit Ratings ^1,2	Outlook

Moody’s	A3	Stable

S&P	BBB+	Stable

¹	As at September 30, 2024.

These credit ratings are not recommendations to buy, sell or hold any of the securities referred to, and they may be revised or withdrawn at any time by the assigning rating agency. Ratings are determined by the rating agencies based on criteria established from time to time by them, and they do not comment on market price or suitability for a particular investor.

Issuance of senior unsecured notes

On September 5, 2024, we issued $750.0 million in aggregate principal amount of senior unsecured notes, consisting of $300.0 million aggregate principal amount of 3-year notes and $450.0 million aggregate principal amount of 5-year notes, with the details below:

Notional Amount

Maturity

Coupon Rate

2024 3-year CAD Senior Notes¹

$300.0 million

September 7, 2027

3.987

2024 5-year CAD Senior Notes²

$450.0 million

September 5, 2029

4.147

¹	Interest payable semi-annually on March 7 and on September 7 until maturity.

²	Interest payable semi-annually on March 5 and on September 5 until maturity.

The aggregate net proceeds of the issuances, which were $747.1 million, were mainly used to repay existing indebtedness and for general corporate purposes. The existing indebtedness included senior unsecured notes, which matured on September 12, 2024, in the amount of US$350.0 million.

FISCAL 2024 RESULTS — 17

3. Financial Review

3.1. BOOKINGS AND BOOK-TO-BILL RATIO

Bookings for the year were $16.0 billion representing a book-to-bill ratio of 109.3%. The breakdown of the new bookings signed during the year is as follows:





Extensions, renewals and add-ons	70%	Managed IT and business process services	59	%	Western and Southern Europe	18	%	Government	40	%
New business	30%	Business and strategic IT consulting and systems integration services	41	%	U.S. Commercial and State Government	16	%	MRD	25	%
			41	%	U.S. Federal	14	%	Financial Services	19	%
					Canada	14	%	Communications and utilities	12	%
					Scandinavia and Central Europe	13	%	Health	4	%
					U.K. and Australia	13	%
					Finland, Poland and Baltics	6	%
					Northwest and Central-East Europe	6	%

Information regarding our bookings is a key indicator of the volume of our business over time. Additional information on bookings can be found in the Key Performance Measures section of the present document. The following table provides a summary of the bookings and book-to-bill ratio by segment:



In thousands of CAD except for percentages	Bookings for the year ended September 30, 2024	Book-to-bill ratio for the year ended September 30, 2024

Total CGI	16,044,075	109.3%

Western and Southern Europe	2,925,526	114.8%

U.S. Commercial and State Government	2,565,279	99.8%

U.S. Federal	2,279,672	113.4%

Canada	2,277,135	102.9%

Scandinavia and Central Europe	2,068,257	117.5%

U.K. and Australia	2,053,642	114.5%

Finland, Poland and Baltics	1,001,553	109.8%

Northwest and Central-East Europe	873,011	100.6%

18 — MANAGEMENT’S DISCUSSION AND ANALYSIS

3.2. FOREIGN EXCHANGE

The Company operates globally and is exposed to changes in foreign currency rates. Accordingly, as prescribed by IFRS Accounting Standards, we measure assets, liabilities and transactions that are measured in foreign currencies using various exchange rates. We report all dollar amounts in Canadian dollars.

Closing foreign exchange rates

As at September 30,

2024

2023

Change

U.S. dollar

1.3515

1.3538

(0.2%)

Euro

1.5064

1.4327

5.1%

Indian rupee

0.0161

0.0162

(0.6%)

British pound

1.8111

1.6530

9.6%

Swedish krona

0.1333

0.1243

7.2%

Average foreign exchange rates

For the years ended September 30,

2024

2023

Change

U.S. dollar

1.3609

1.3485

0.9%

Euro

1.4752

1.4399

2.5%

Indian rupee

0.0163

0.0164

(0.6%)

British pound

1.7253

1.6544

4.3%

Swedish krona

0.1291

0.1270

1.7%

FISCAL 2024 RESULTS — 19

3.3. REVENUE DISTRIBUTION

The following charts provide additional information regarding our revenue mix for the year:

LOGO

Managed IT and business process services

Business and strategic IT consulting and systems integration services

55%

45%

LOGO

U.S.

France

Canada

U.K.

Germany

Finland

Sweden

Rest of the world

31%

15%

12%

LOGO

Government

MRD

Financial services

Communications and utilities

Health

37%

22%

13%

3.3.1. Client Concentration

IFRS Accounting Standards guidance on segment disclosures defines a single customer as a group of entities that are known to the reporting entity to be under common control. As a consequence, our work for the U.S. federal government including its various agencies represented 13.6% of our revenue for Fiscal 2024 as compared to 13.5% for Fiscal 2023.

20 — MANAGEMENT’S DISCUSSION AND ANALYSIS

3.4. REVENUE BY SEGMENT

Our segments are reported based on where the client’s work is delivered from within our geographic delivery model.

The table below provides a summary of the year-over-year changes in our revenue, in total and by segment before eliminations, separately showing the impacts of foreign currency exchange rate variations between Fiscal 2024 and Fiscal 2023. The Fiscal 2023 revenues by segment were recorded reflecting the actual foreign exchange rates for that period. The foreign exchange impact is the difference between the current period’s actual results and the same period’s results converted with the prior year’s foreign exchange rates.

For the years ended September 30,

Change

2024

2023

In thousands of CAD except for percentages

Total CGI revenue

14,676,152

14,296,360

379,792

2.7%

Constant currency revenue growth

0.9%

Foreign currency impact

1.8%

Variation over previous period

2.7%

Western and Southern Europe

Revenue prior to foreign currency impact

2,534,407

2,605,926

(71,519)

(2.7%)

Foreign currency impact

65,791

Western and Southern Europe revenue

2,600,198

2,605,926

(5,728)

(0.2%)

U.S. Commercial and State Government

Revenue prior to foreign currency impact

2,304,734

2,277,996

26,738

1.2%

Foreign currency impact

22,575

U.S. Commercial and State Government revenue

2,327,309

2,277,996

49,313

2.2%

Canada

Revenue prior to foreign currency impact

2,034,371

2,064,659

(30,288)

(1.5%)

Foreign currency impact

624

Canada revenue

2,034,995

2,064,659

(29,664)

(1.4%)

U.S. Federal

Revenue prior to foreign currency impact

1,983,319

1,935,238

48,081

2.5%

Foreign currency impact

18,072

U.S. Federal revenue

2,001,391

1,935,238

66,153

3.4%

Scandinavia and Central Europe

Revenue prior to foreign currency impact

1,626,723

1,648,356

(21,633)

(1.3%)

Foreign currency impact

31,449

Scandinavia and Central Europe revenue

1,658,172

1,648,356

9,816

0.6%

U.K. and Australia revenue

Revenue prior to foreign currency impact

1,519,748

1,455,529

64,219

4.4%

Foreign currency impact

65,085

U.K. and Australia revenue

1,584,833

1,455,529

129,304

8.9%

Finland, Poland and Baltics

Revenue prior to foreign currency impact

834,674

828,951

5,723

0.7%

Foreign currency impact

24,589

Finland, Poland and Baltics revenue

859,263

828,951

30,312

3.7%

FISCAL 2024 RESULTS — 21

For the years ended September 30,

Change

2024

2023

In thousands of CAD except for percentages

Northwest and Central-East Europe

Revenue prior to foreign currency impact

812,814

755,901

56,913

7.5%

Foreign currency impact

15,912

Northwest and Central-East Europe revenue

828,726

755,901

72,825

9.6%

Asia Pacific

Revenue prior to foreign currency impact

959,311

904,038

55,273

6.1%

Foreign currency impact

(3,166)

Asia Pacific revenue

956,145

904,038

52,107

5.8%

Eliminations

(174,880)

(180,234)

5,354

(3.0%)

For the year ended September 30, 2024, revenue was $14,676.2 million, an increase of $379.8 million or 2.7% over last year. On a constant currency basis, revenue increased by $128.8 million or 0.9%. The increase in revenue was mainly due to organic growth within the government, including higher IP-based revenues, and MRD vertical markets, as well as recent business acquisitions. This was partially offset by lower demand within the financial services and health vertical markets.

3.4.1. Western and Southern Europe

For the year ended September 30, 2024, revenue in the Western and Southern Europe segment was $2,600.2 million, a decrease of $5.7 million or 0.2% over last year. On a constant currency basis, revenue decreased by $71.5 million or 2.7%. The change in revenue was mainly due to lower demand within the financial services vertical market, as well as lower demand and successful completion of projects in the prior year within the MRD vertical market. This was partially offset by organic growth within the government vertical market and one more available day to bill.

On a client geographic basis, the top two Western and Southern Europe vertical markets were MRD and financial services, generating combined revenues of approximately $1,538 million for the year ended September 30, 2024.

3.4.2. U.S. Commercial and State Government

For the year ended September 30, 2024, revenue in the U.S. Commercial and State Government segment was $2,327.3 million, an increase of $49.3 million or 2.2% over last year. On a constant currency basis, revenue increased by $26.7 million or 1.2%. The increase in revenue was mainly due to organic growth within the government and MRD vertical markets, a recent business acquisition and one more available day to bill. This was partially offset by lower demand within the financial services and health vertical markets, the increased use of our Asia Pacific offshore delivery centers for client work, as well as lower IP license sales.

On a client geographic basis, the top two U.S. Commercial and State Government vertical markets were financial services and government, generating combined revenues of approximately $1,515 million for the year ended September 30, 2024.

3.4.3. Canada

For the year ended September 30, 2024, revenue in the Canada segment was $2,035.0 million, a decrease of $29.7 million or 1.4% over last year. On a constant currency basis, revenue decreased by $30.3 million or 1.5%. The change in revenue was mainly due to lower demand in the communications and utilities and financial services vertical markets. This was partially offset by a recent business acquisition within the financial services vertical market.

On a client geographic basis, the top two Canada vertical markets were financial services, and communications and utilities, generating combined revenues of approximately $1,372 million for the year ended September 30, 2024.

22 — MANAGEMENT’S DISCUSSION AND ANALYSIS

3.4.4. U.S. Federal

For the year ended September 30, 2024, revenue in the U.S. Federal segment was $2,001.4 million, an increase of $66.2 million or 3.4% over last year. On a constant currency basis, revenue increased by $48.1 million or 2.5%. The increase was mainly due to organic growth in managed services engagements and a recent business acquisition.

For the year ended September 30, 2024, $1,825.7 million of revenues within the U.S. Federal segment were federal civilian based.

3.4.5. Scandinavia and Central Europe

For the year ended September 30, 2024, revenue in the Scandinavia and Central Europe segment was $1,658.2 million, an increase of $9.8 million or 0.6% over last year. On a constant currency basis, revenue decreased by $21.6 million or 1.3%. The change in revenue was mainly due to lower demand within the communications and utilities and MRD vertical markets. This was partially offset by profitable organic growth within the government vertical market, including an increase in IP-based revenue.

On a client geographic basis, the top two Scandinavia and Central Europe vertical markets were MRD and government, generating combined revenues of approximately $1,217 million for the year ended September 30, 2024.

3.4.6. U.K. and Australia

For the year ended September 30, 2024, revenue in the U.K. and Australia segment was $1,584.8 million, an increase of $129.3 million or 8.9% over last year. On a constant currency basis, revenue increased by $64.2 million or 4.4%. The increase in revenue was mainly due to organic growth across most vertical markets, predominantly within the government vertical market.

On a client geographic basis, the top two U.K. and Australia vertical markets were government and communications and utilities, generating combined revenues of $1,354 million for the year ended September 30, 2024.

3.4.7. Finland, Poland and Baltics

For the year ended September 30, 2024, revenue in the Finland, Poland and Baltics segment was $859.3 million, an increase of $30.3 million or 3.7% over last year. On a constant currency basis, revenue increased by $5.7 million or 0.7%. The increase in revenue was mainly due to organic growth across most vertical markets. This was partially offset by the successful completion of IP integration projects in the prior year within the health vertical market.

On a client geographic basis, the top two Finland, Poland and Baltics vertical markets were financial services and government, generating combined revenues of approximately $501 million for the year ended September 30, 2024.

3.4.8. Northwest and Central-East Europe

For the year ended September 30, 2024, revenue in the Northwest and Central-East Europe segment was $828.7 million, an increase of $72.8 million or 9.6% over last year. On a constant currency basis, revenue increased by $56.9 million or 7.5%. The increase in revenue was mainly due to organic growth across most vertical markets, including an increase in IP-based revenue.

On a client geographic basis, the top two Northwest and Central-East Europe vertical markets were MRD and government, generating combined revenues of approximately $540 million for the year ended September 30, 2024.

3.4.9. Asia Pacific

For the year ended September 30, 2024, revenue in the Asia Pacific segment was $956.1 million, an increase of $52.1 million or 5.8% over last year. On a constant currency basis, revenue increased by $55.3 million or 6.1%. The increase in revenue was mainly due to the continued demand for our offshore delivery centers across most commercial vertical markets, including the ramp up of a new managed services contract within the MRD vertical market.

FISCAL 2024 RESULTS — 23

3.5. OPERATING EXPENSES



For the years ended September 30,							Change
For the years ended September 30,	2024	% of revenue		2023	% of revenue		$	%

In thousands of CAD except for percentages

Costs of services, selling and administrative	12,259,730	83.5	%	11,982,421	83.8	%	277,309	(0.3	%)

Foreign exchange loss	653	—	%	1,198	—	%	(545)	—	%

3.5.1. Costs of Services, Selling and Administrative

Costs of services include the costs of serving our clients, which mainly consist of salaries, net of tax credits, performance based compensation and other direct costs, including travel expenses. These also mainly include professional fees and other contracted labour costs, as well as hardware, software and delivery center related costs.

Costs of selling and administrative mainly include salaries, performance based compensation, office space, internal solutions, business development related costs such as travel expenses, and other administrative and management costs.

For the year ended September 30, 2024, costs of services, selling and administrative expenses amounted to $12,259.7 million, an increase of $277.3 million when compared to the same period last year. As a percentage of revenue, costs of services, selling and administrative expenses decreased to 83.5% from 83.8%.

As a percentage of revenue, costs of services increased compared to the same period last year, mainly due to higher employee medical costs and prior years adjustments for research & development (R&D) tax credits. This was partially offset by profitable organic growth within the government vertical market, including higher IP-based revenues.

As a percentage of revenue, costs of selling and administrative decreased compared to the same period last year, mainly due to savings generated from the Cost Optimization Program (see section 3.6.2. of the present document).

During the year ended September 30, 2024, the translation of the results of our foreign operations from their local currencies to the Canadian dollar unfavourably impacted costs by $197.5 million, which was offset by the favourable translation impact of $251.0 million on our revenue.

3.5.2. Foreign Exchange Loss

During the year ended September 30, 2024, CGI incurred $0.7 million of foreign exchange losses, mainly driven by the timing of payments combined with the volatility of foreign exchange rates. The Company, in addition to its natural hedges, uses derivatives as a strategy to manage its exposure, to the extent possible.

24 — MANAGEMENT’S DISCUSSION AND ANALYSIS

3.6. EARNINGS BEFORE INCOME TAXES

The following table provides a reconciliation between our earnings before income taxes, which is reported in accordance with IFRS Accounting Standards, and adjusted EBIT:

For the years ended September 30,

Change

2024

% of

revenue

2023

% of

revenue

In thousands of CAD except for percentage

Earnings before income taxes

2,290,951

15.6%

2,197,913

15.4%

93,038

0.2%

Plus the following items:

Acquisition-related and integration costs

5,866

—%

53,401

0.4%

(47,535)

(0.4%)

Cost Optimization Program

91,063

0.6%

8,964

0.1%

82,099

0.5%

Net finance costs

27,889

0.2%

52,463

0.4%

(24,574)

(0.2%)

Adjusted EBIT

2,415,769

16.5%

2,312,741

16.2%

103,028

0.3%

3.6.1. Acquisition-Related and Integration Costs

During the year ended September 30, 2024, the Company incurred $5.9 million of acquisition-related and integration costs. These costs were acquisition-related costs related to professional fees of $2.4 million. Integration costs were related to costs of vacating leased premises of $0.9 million, costs of rationalizing the redundancy of employment of $0.7 million, and other integration costs towards the CGI operating model of $1.8 million.

During the year ended September 30, 2023, the Company incurred $53.4 million of integration costs. These costs were related to costs of vacating leased premises of $10.8 million, costs of rationalizing the redundancy of employment of $23.2 million, and other integration costs towards the CGI operating model of $19.4 million.

3.6.2. Cost Optimization Program

During the three months ended September 30, 2023, the Company initiated a cost optimization program (Cost Optimization Program) to accelerate actions to improve operational efficiencies, including the increased use of automation and global delivery, and to rightsize its global real estate portfolio.

As at March 31, 2024, the Company completed its Cost Optimization Program for a total cost of $100.0 million, of which $91.1 million was expensed during the year ended September 30, 2024. These amounts included costs for terminations of employment of $69.5 million and costs of vacating leased premises of $21.6 million.

For the year ended September 30, 2023, these costs were mainly related to vacating leased premises for $6.4 million and costs for terminations of employment for $2.6 million.

3.6.3. Net Finance Costs

Net finance costs mainly include interest on our long-term debt, lease liabilities and financial assets. For the year ended September 30, 2024, the net finance costs decreased by $24.6 million, mainly due to additional interest income from our financial assets and by the scheduled repayment in full in December 2023 of the unsecured committed term loan credit facility.

FISCAL 2024 RESULTS — 25

3.7. ADJUSTED EBIT BY SEGMENT

For the years ended September 30,

Change

2024

2023

In thousands of CAD except for percentages

Western and Southern Europe

334,165

355,578

(21,413)

(6.0%)

As a percentage of segment revenue

12.9%

13.6%

U.S. Commercial and State Government

337,325

339,410

(2,085)

(0.6%)

As a percentage of segment revenue

14.5%

14.9%

Canada

463,171

477,502

(14,331)

(3.0%)

As a percentage of segment revenue

22.8%

23.1%

U.S. Federal

322,698

306,362

16,336

5.3%

As a percentage of segment revenue

16.1%

15.8%

Scandinavia and Central Europe

150,913

127,320

23,593

18.5%

As a percentage of segment revenue

9.1%

7.7%

U.K. and Australia

251,662

216,517

35,145

16.2%

As a percentage of segment revenue

15.9%

14.9%

Finland, Poland and Baltics

133,437

110,583

22,854

20.7%

As a percentage of segment revenue

15.5%

13.3%

Northwest and Central East-Europe

129,277

101,871

27,406

26.9%

As a percentage of segment revenue

15.6%

13.5%

Asia Pacific

293,121

277,598

15,523

5.6%

As a percentage of segment revenue

30.7%

Adjusted EBIT

2,415,769

2,312,741

103,028

4.5%

Adjusted EBIT margin

16.5%

16.2%

For the year ended September 30, 2024, adjusted EBIT was $2,415.8 million, an increase of $103.0 million when compared to the last year. Adjusted EBIT margin increased to 16.5% from 16.2% when compared to last year. The increase in adjusted EBIT margin was mainly due to savings generated from the Cost Optimization Program and profitable organic growth within the government vertical market, including higher IP-based revenues. This was partially offset by higher employee medical costs and prior years adjustments for R&D tax credits.

3.7.1. Western and Southern Europe

For the year ended September 30, 2024, adjusted EBIT in the Western and Southern Europe segment was $334.2 million, a decrease of $21.4 million when compared to last year. Adjusted EBIT margin decreased to 12.9% from 13.6%. The change in adjusted EBIT margin was mainly due to prior years adjustments for R&D tax credits in France. This was partially offset by lower performance based compensation accruals and savings generated from the Cost Optimization Program.

3.7.2. U.S. Commercial and State Government

For the year ended September 30, 2024, adjusted EBIT in the U.S. Commercial and State Government segment was $337.3 million, a decrease of $2.1 million when compared to last year. Adjusted EBIT margin decreased to 14.5% from 14.9%. The change in adjusted EBIT margin was mainly due to higher employee medical costs, an impairment taken on a business solution and the impact of a favourable supplier contract settlement in the prior year. This was partially offset by profitable organic growth within most vertical markets, additional R&D tax credits and savings generated from the Cost Optimization Program.

26 — MANAGEMENT’S DISCUSSION AND ANALYSIS

3.7.3. Canada

For the year ended September 30, 2024, adjusted EBIT in the Canada segment was $463.2 million, a decrease of $14.3 million when compared to last year. Adjusted EBIT margin decreased to 22.8% from 23.1%. The change in adjusted EBIT margin was mainly due to lower utilization within the communications and utilities market and the temporary dilutive impact of a recent business acquisition within the financial services vertical market. This was partially offset by lower performance based compensation accruals and the savings generated from the Cost Optimization Program.

3.7.4. U.S. Federal

For the year ended September 30, 2024, adjusted EBIT in the U.S. Federal segment was $322.7 million, an increase of $16.3 million when compared to last year. Adjusted EBIT margin increased to 16.1% from 15.8%. The increase in adjusted EBIT margin was mainly due to savings generated from the Cost Optimization Program and additional tax credits. This was partially offset by higher employee medical costs.

3.7.5. Scandinavia and Central Europe

For the year ended September 30, 2024, adjusted EBIT in the Scandinavia and Central Europe segment was $150.9 million, an increase of $23.6 million when compared to last year. Adjusted EBIT margin increased to 9.1% from 7.7%. The increase in adjusted EBIT margin was mainly due to savings generated from the Cost Optimization Program, profitable organic growth within the government vertical market, including an increase in IP-based revenue, and lower performance based compensation accruals.

3.7.6. U.K. and Australia

For the year ended September 30, 2024, adjusted EBIT in the U.K. and Australia segment was $251.7 million, an increase of $35.1 million when compared to last year. Adjusted EBIT margin increased to 15.9% from 14.9%. The increase in adjusted EBIT margin was mainly due to profitable organic growth within the government and communication and utilities vertical markets, as well as savings generated from the Cost Optimization Program.

3.7.7. Finland, Poland and Baltics

For the year ended September 30, 2024, adjusted EBIT in the Finland, Poland and Baltics segment was $133.4 million, an increase of $22.9 million when compared to last year. Adjusted EBIT margin increased to 15.5% from 13.3%. The increase in adjusted EBIT margin was mainly due to profitable organic growth across most vertical markets, savings generated from the Cost Optimization Program and additional tax credits. This was partially offset by the successful completion of IP integration projects in the prior year within the health vertical market.

3.7.8. Northwest and Central-East Europe

For the year ended September 30, 2024, adjusted EBIT in the Northwest and Central-East Europe segment was $129.3 million, an increase of $27.4 million when compared to last year. Adjusted EBIT margin increased to 15.6% from 13.5%. The increase in adjusted EBIT margin was mainly due to profitable organic growth across most vertical markets and savings generated from the Cost Optimization Program.

3.7.9. Asia Pacific

For the year ended September 30, 2024, adjusted EBIT in the Asia Pacific segment was $293.1 million, an increase of $15.5 million when compared to last year. Adjusted EBIT margin remained stable at 30.7%.

FISCAL 2024 RESULTS — 27

3.8. NET EARNINGS AND EARNINGS PER SHARE

The following table sets out the information supporting the earnings per share calculations:

For the years ended September 30,

Change

2024

2023

In thousands of CAD except for percentage and shares data

Earnings before income taxes

2,290,951

2,197,913

93,038

4.2%

Income tax expense

598,236

566,664

31,572

5.6%

Effective tax rate

26.1%

25.8%

Net earnings

1,692,715

1,631,249

61,466

3.8%

Net earnings margin

11.5%

11.4%

0.1%

Weighted average number of shares outstanding

Class A subordinate voting shares and Class B shares (multiple voting) (basic)

228,074,108

234,041,041

(5,966,933)

(2.5%)

Class A subordinate voting shares and Class B shares (multiple voting) (diluted)

231,672,861

237,702,081

(6,029,220)

(2.5%)

Earnings per share (in dollars)

Basic

7.42

6.97

0.45

6.5%

Diluted

7.31

6.86

0.45

6.6%

3.8.1. Income Tax Expense

For the year ended September 30, 2024, income tax expense was $598.2 million compared to $566.7 million last year and our effective tax rate increased to 26.1% from 25.8% last year. When excluding tax effects from acquisition-related and integration costs and the Cost Optimization Program, the effective tax rate increased to 26.0% from 25.7%. In both cases, the increase was mainly due to a higher statutory tax rate in the U.K. and lower tax-exempt R&D credits, partially offset by the change in profitability mix in certain geographies.

The table in section 3.8.3. shows the year-over-year comparison of the tax rate with the impact of specific items removed. Based on the enacted rates at the end of Fiscal 2024 and our current profitability mix, we expect our effective tax rate before specific items to be in the range of 25.5% to 26.5% in subsequent periods.

3.8.2. Weighted Average Number of Shares Outstanding

For Fiscal 2024, CGI’s basic and diluted weighted average number of shares outstanding decreased compared to Fiscal 2023 due to the impact of the purchase for cancellation of Class A Shares, partially offset by the exercise of stock options. The table in section 3.8.3. shows the year-over-year comparison of the weighted average number of shares outstanding. See notes 19, 20 and 21 of our audited consolidated financial statements for additional information.

28 — MANAGEMENT’S DISCUSSION AND ANALYSIS

3.8.3. Net Earnings and Earnings per Share Excluding Specific Items

Below is a table showing the year-over-year comparison excluding specific items, namely acquisition-related and integration costs and the Cost Optimization Program.

For the years ended September 30,

Change

2024

2023

In thousands of CAD except for percentages and shares data

Earnings before income taxes

2,290,951

2,197,913

93,038

4.2%

Add back:

Acquisition-related and integration costs

5,866

53,401

(47,535)

(89.0%)

Cost Optimization Program

91,063

8,964

82,099

915.9%

Earnings before income taxes excluding specific items

2,387,880

2,260,278

127,602

5.6%

Income tax expense

598,236

566,664

31,572

5.6%

Effective tax rate

26.1%

25.8%

Add back:

Tax deduction on acquisition-related and integration costs

763

11,336

(10,573)

(93.3%)

Impact on effective tax rate

—%

(0.1%)

Tax deduction on Cost Optimization Program

22,956

2,240

20,716

924.8%

Impact on effective tax rate

(0.1%)

—%

Income tax expense excluding specific items

621,955

580,240

41,715

7.2%

Effective tax rate excluding specific items

26.0%

25.7%

Net earnings excluding specific items

1,765,925

1,680,038

85,887

5.1%

Net earnings margin excluding specific items

12.0%

11.8%

Weighted average number of shares outstanding

Class A subordinate voting shares and Class B shares (multiple voting) (basic)

228,074,108

234,041,041

(5,966,933)

(2.5%)

Class A subordinate voting shares and Class B shares (multiple voting) (diluted)

231,672,861

237,702,081

(6,029,220)

(2.5%)

Earnings per share excluding specific items (in dollars)

Basic

7.74

7.18

0.56

7.8%

Diluted

7.62

7.07

0.55

7.8%

FISCAL 2024 RESULTS — 29

4. Liquidity

4.1. CONSOLIDATED STATEMENTS OF CASH FLOWS

CGI’s growth is financed through a combination of cash flow from operations, drawing on our unsecured committed revolving credit facility, the issuance of long-term debt, and the issuance of equity. One of our financial priorities is to maintain an optimal level of liquidity through the active management of our assets and liabilities as well as our cash flows.

As at September 30, 2024, cash and cash equivalents were $1,461.1 million. Cash included in funds held for clients was $233.6 million. The following table provides a summary of the generation and use of cash and cash equivalents for the years ended September 30, 2024 and 2023.

For the years ended September 30,

2024

2023

Change

In thousands of CAD

Cash provided by operating activities

2,204,983

2,112,249

92,734

Cash used in investing activities

(775,384)

(561,858)

(213,526)

Cash used in financing activities

(1,607,657)

(1,192,376)

(415,281)

Effect of foreign exchange rate changes on cash, cash equivalents and cash included in funds held for clients

34,704

8,884

25,820

Net (decrease) increase in cash, cash equivalents and cash included in funds held for clients

(143,354)

366,899

(510,253)

30 — MANAGEMENT’S DISCUSSION AND ANALYSIS

4.1.1. Cash Provided by Operating Activities

For the year ended September 30, 2024, cash provided by operating activities was $2,205.0 million or 15.0% of revenue compared to $2,112.2 million or 14.8% of revenue for the same period last year.

For the year ended September 30, 2024, the cash provided by operating activities was mainly generated by earnings before amortization, depreciation and impairment and an improvement in our DSO. This was partially offset by the timing of tax instalment payments.

The following table provides a summary of the generation and use of cash from operating activities:

For the years ended September 30,

2024

2023

Change

In thousands of CAD

Net earnings

1,692,715

1,631,249

61,466

Amortization, depreciation and impairment

536,859

519,648

17,211

Deferred income tax recovery

(146,100)

(109,496)

(36,604)

Other adjustments¹

56,513

54,383

2,130

Cash flow from operating activities before net change in non-cash working capital items and others

2,139,987

2,095,784

44,203

Net change in non-cash working capital items and others:

Accounts receivable, work in progress and deferred revenue

147,781

91,115

56,666

Accounts payable and accrued liabilities, accrued compensation and employee-related liabilities, provisions and long-term liabilities

27,408

(179,052)

206,460

Income taxes

(98,207)

105,577

(203,784)

Others²

(11,986)

(1,175)

(10,811)

Net change in non-cash working capital items and others

64,996

16,465

48,531

Cash provided by operating activities

2,204,983

2,112,249

92,734

¹	Comprised of foreign exchange gain, share-based payment costs and gain on sale of property, plant and equipment and on lease terminations.

²	Comprised of prepaid expenses and other assets, long-term financial assets (excluding long-term receivables), derivative financial instruments and retirement benefits obligations.

The increase of $92.7 million from our cash provided by operating activities was mostly due to the timing of supplier payments, the earnings before amortization, depreciation and impairment and client collections. This was partially offset by the timing of tax instalment payments.

The timing of our working capital inflows and outflows will always have an impact on the cash flow from operations.

FISCAL 2024 RESULTS — 31

4.1.2. Cash Used in Investing Activities

For the year ended September 30, 2024, $775.4 million were used in investing activities while $561.9 million were used over last year.

The following table provides a summary of the use of cash from investing activities:

For the years ended September 30,

2024

2023

Change

In thousands of CAD

Business acquisitions (net of cash acquired)

(380,313)

(13,039)

(367,274)

Loan receivable

7,508

(15,846)

23,354

Purchase of property, plant and equipment

(109,733)

(159,769)

50,036

Proceeds from sale of property, plant and equipment

5,732

—

5,732

Additions to contract costs

(97,059)

(102,082)

5,023

Additions to intangible assets

(153,907)

(147,200)

(6,707)

Net change in short-term and long-term investments

(47,612)

(123,922)

76,310

Cash used in investing activities

(775,384)

(561,858)

(213,526)

The increase of $213.5 million in cash used in investing activities during the year ended September 30, 2024 was mainly due to recent business acquisitions. This was partially offset by the net impact of proceeds and purchases of our funds held for clients’ investments, decreased investments in computer equipment and a loan receivable from the prior year.

32 — MANAGEMENT’S DISCUSSION AND ANALYSIS

4.1.3. Cash Used in Financing Activities

For the year ended September 30, 2024, $1,607.7 million were used in financing activities while $1,192.4 million were used over last year.

The following table provides a summary of the use of cash from financing activities:

For the years ended September 30,

2024

2023

Change

In thousands of CAD

Increase of long-term debt

747,073

948

746,125

Repayment of long-term debt

(1,154,878)

(79,150)

(1,075,728)

Settlement of derivative financial instruments

38,943

2,921

36,022

Payment of lease liabilities

(146,762)

(161,211)

14,449

Repayment of debt assumed from business acquisitions

(162,146)

(56,994)

(105,152)

Purchase for cancellation of Class A subordinate voting shares

(934,765)

(788,020)

(146,745)

Issuance of Class A subordinate voting shares

76,523

88,316

(11,793)

Purchase of Class A subordinate voting shares held in trusts

(66,847)

(74,455)

7,608

Withholding taxes remitted on the net settlement of performance share units

(15,407)

(13,879)

(1,528)

Net change in clients’ funds obligations

10,609

(110,852)

121,461

Cash used in financing activities

(1,607,657)

(1,192,376)

(415,281)

The increase of $415.3 million in cash used in financing activities during the year ended September 30, 2024 was mainly driven by the scheduled repayments in full of the unsecured committed term loan credit facility in the amount of $670.4 million (US$500.0 million) and the senior unsecured notes in the amount of $475.8 million (US$350.0 million), by an increase in the settlement of Class A Shares purchased for cancellation and by the repayment of debt assumed from business acquisitions. This was partially offset by the issuance of senior unsecured notes for an amount of $747.1 million (see section 2.4. of the present document) and by the net change in clients’ funds obligations.

4.1.4. Effect of Foreign Exchange Rate Changes on Cash, Cash Equivalents and Cash Included in Funds Held for Clients

For the year ended September 30, 2024, the effect of foreign exchange rate changes on cash, cash equivalents and cash included in funds held for clients had a favourable impact of $34.7 million. This amount had no effect on net earnings as it was recorded in other comprehensive income.

FISCAL 2024 RESULTS — 33

4.2. CAPITAL RESOURCES



As at September 30, 2024			Available

In thousands of CAD

Cash and cash equivalents			1,461,145

Short-term investments			3,279

Long-term investments			24,209

Unsecured committed revolving credit facility¹			1,496,355

Total²			2,984,988

¹	As at September 30, 2024, letters of credit in the amount of $3.6 million were outstanding against the $1.5 billion unsecured committed revolving credit facility.

²	Excludes cash, term deposits and long-term bonds included in funds held for clients for $233.6 million, $50.0 million and $223.2 million, respectively.

As at September 30, 2024, cash and cash equivalents and investments represented $1,488.6 million.

Short-term and long-term investments include corporate bonds with maturities ranging from 91 days to five years, with a credit rating of A- or higher.

As at September 30, 2024, the aggregate amount of the capital resources available to the Company was $2,985.0 million.

As at September 30, 2024, the Company was in compliance with all of its restrictive covenants contained in its senior unsecured notes and its restrictive covenants and ratios contained in its unsecured committed revolving credit facility.

As at September 30, 2024, CGI was showing a positive working capital (total current assets minus total current liabilities) of $1,268.2 million. The Company also had $1,496.4 million available under its unsecured committed revolving credit facility and is generating a significant level of cash, which CGI’s management currently considers will allow the Company to fund its operations while maintaining adequate levels of liquidity.

The tax implications and impact related to the repatriation of cash will not materially affect the Company’s liquidity.

4.3. CONTRACTUAL OBLIGATIONS

We are committed under the terms of contractual obligations which have various expiration dates, primarily related to long-term debt and the rental of premises, computer equipment used in outsourcing contracts and long-term service agreements.



Commitment type	Total	Less than 1 year	1 - 3 years	3 - 5 years	More than 5 years

In thousands of CAD

Long-term debt	2,703,694	999	1,111,677	1,050,167	540,851

Estimated interest on long-term debt net of swaps	229,584	51,641	93,663	59,399	24,881

Lease liabilities	620,095	150,252	223,428	150,460	95,955

Estimated interest on lease liabilities	77,203	22,809	31,047	15,866	7,481

Long-term service agreements	398,220	191,651	164,068	42,501	—

Total¹	4,028,796	417,352	1,623,883	1,318,393	669,168

¹	Excludes clients’ funds obligations for an amount of $504.5 million payable in less than 1 year.

4.4. FINANCIAL INSTRUMENTS AND HEDGING TRANSACTIONS

We use various financial instruments to help us manage our exposure to fluctuations of foreign currency exchange rates and interest rates. See note 32 of our audited consolidated financial statements for additional information on our financial instruments and hedging transactions.

34 — MANAGEMENT’S DISCUSSION AND ANALYSIS

4.5. SELECTED MEASURES OF CAPITAL RESOURCES AND LIQUIDITY



As at September 30,	2024	2023

In thousands of CAD except for percentages

Reconciliation between long-term debt and lease liabilities¹and net debt:

Long-term debt and lease liabilities¹	3,308,403	3,742,284

Minus the following items:

Cash and cash equivalents	1,461,145	1,568,291

Short-term investments	3,279	7,332

Long-term investments	24,209	17,113

Fair value of foreign currency derivative financial instruments related to debt	—	14,904

Net debt	1,819,770	2,134,644

Net debt to capitalization ratio	16.2%	20.4%

Return on invested capital	16.0%	16.0%

Days sales outstanding	41	44

¹	As at September 30, 2024, long-term debt and lease liabilities were $2,688.3 million ($3,100.3 million as at September 30, 2023) and $620.1 million ($642.0 million as at September 30, 2023), respectively, including their current portions.

During the year ended September 30, 2024, our long-term debt and lease liabilities decreased by $433.9 million mainly driven by the scheduled repayment in full of the unsecured committed term loan credit facility for an amount of $670.4 million (US$500.0 million) and the scheduled repayment of the senior unsecured notes for an amount of $475.8 million (US$350.0 million) partially offset by the issuance of senior unsecured notes for an amount of $747.1 million (see section 2.4. of the present document).

On October 30, 2024, the unsecured committed revolving credit facility was extended by one year to October 2029 and can be further extended. There were no material changes in the terms and conditions including interest rates and banking covenants.

We use the net debt to capitalization ratio as an indication of our financial leverage in order to realize our Build and Buy strategy (see section 1.2. of the present document for additional information on our Build and Buy strategy). The net debt to capitalization ratio decreased to 16.2% in Fiscal 2024 from 20.4% in Fiscal 2023 mostly due to our cash generation, partially offset by the repurchase of shares and business acquisitions during the last four quarters.

ROIC is a measure of the Company’s efficiency in allocating the capital under our control to profitable investments. The return on invested capital ratio remained stable at 16.0% in Fiscal 2024 when compared to the same period last year.

DSO decreased to 41 days at the end of Fiscal 2024 when compared to 44 days in Fiscal 2023. The decrease was mainly due to improved collections.

FISCAL 2024 RESULTS — 35

4.6. GUARANTEES

In the normal course of operations, we may enter into agreements to provide financial or performance assurances to third parties on the sale of assets, business divestitures and guarantees on government and commercial contracts.

In connection with sales of assets and business divestitures, the Company may be required to pay counterparties for costs and losses incurred as a result of breaches in our contractual obligations, including representations and warranties, intellectual property right infringement claims and litigation against counterparties, among others.

While some of the agreements specify a maximum potential exposure, others do not specify a maximum amount or a maturity date or survival period. It is not possible to reasonably estimate the maximum amount that may have to be paid under such guarantees. The amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. No amount has been accrued in the consolidated balance sheets relating to this type of guarantee or indemnification as at September 30, 2024. The Company does not expect to incur any potential payment in connection with these guarantees that could have a material adverse effect on its audited consolidated financial statements.

In the normal course of business, we may provide certain clients, principally governmental entities, with bid and performance bonds. In general, we would only be liable for the amount of the bid bonds if we refuse to perform the project once we are awarded the bid. We would also be liable for the performance bonds in the event of a default in the performance of our obligations. As at September 30, 2024, we had committed a total of $49.4 million for these bonds. We have complied with our performance obligations under all service contracts for which there was a bid or performance bond in all material respects, and the ultimate liability, if any, incurred in connection with these guarantees would not have a material adverse effect on our consolidated results of operations or financial condition.

4.7. CAPABILITY TO DELIVER RESULTS

CGI’s management believes that the Company has sufficient capital resources to support ongoing business operations and execute our Build and Buy growth strategy. Our principal and most accretive uses of cash are: to invest in our business (procuring new large managed IT and business process services contracts and developing business and IP solutions); to pursue accretive acquisitions; to purchase for cancellation Class A Shares and pay down debt. In terms of financing, we are well positioned to continue executing our four-pillar growth strategy in Fiscal 2025.

To successfully implement the Company’s strategy, CGI relies on a strong leadership team, supported by highly knowledgeable consultants and professionals with relevant relationships and significant experience in both IT and our targeted industries. CGI fosters leadership development through the CGI Leadership Institute ensuring continuity and knowledge transfer across the organization. For key positions, a detailed succession plan is established and revised frequently.

As a Company built on human capital, the knowledge of our consultants and professionals are critical to delivering quality service to our clients. Our human resources program allows us to attract and retain the best talent as it provides competitive compensation and benefits, a favourable working environment, training programs and career development opportunities. Employee satisfaction is monitored annually through a Company-wide survey. In addition, a majority of our professionals are owners of CGI through our Share Purchase Plan, which, along with our Profit Participation Plan, allows them to share in the Company’s success, further aligning stakeholder interests.

In addition to capital resources and talent, CGI has established the Management Foundation, which encompasses governance policies, organizational models and sophisticated management frameworks for our business units and corporate processes. This robust governance model provides a common business language for managing all operations consistently across the globe, driving a focus on continuous improvement. CGI’s operations maintain appropriate certifications in accordance with service requirements such as ISO and CMMI certification programs.

36 — MANAGEMENT’S DISCUSSION AND ANALYSIS

5. Fourth Quarter Results

5.1. BOOKINGS AND BOOK-TO-BILL RATIO

Bookings for the quarter ended September 30, 2024 were $3,822.6 billion representing a book-to-bill ratio of 104.4%. The breakdown of the new bookings signed during the quarter is as follows:





Extensions, renewals and add-ons	67%	Managed IT and business process services	65	%	Scandinavia and Central Europe	22	%	MRD	34	%
New business	33%	Business and strategic IT consulting and systems integration services	35	%	Canada	19	%	Government	31	%
			35	%	Western and Southern Europe	15	%	Financial Services	22	%
					U.S. Federal	13	%	Communications and utilities	9	%
					U.K. and Australia	12	%	Health	4	%
					U.S. Commercial and State Government	10	%
					Northwest and Central-East Europe	5	%
					Finland, Poland and Baltics	4	%

The following table provides a summary of the bookings and book-to-bill ratio by segment:

In thousands of CAD except for percentages

Bookings for the

three months ended

September 30, 2024

Bookings for the

year ended

September 30, 2024

Book-to-bill ratio for

the year ended

September 30, 2024

Total CGI

3,822,615

16,044,075

109.3%

Scandinavia and Central Europe

861,475

2,068,257

117.5%

Canada

711,206

2,277,135

102.9%

Western and Southern Europe

571,014

2,925,526

114.8%

U.S. Federal

498,983

2,279,672

113.4%

U.K. and Australia

448,692

2,053,642

114.5%

U.S. Commercial and State Government

378,950

2,565,279

99.8%

Northwest and Central-East Europe

203,866

873,011

100.6%

Finland, Poland and Baltics

148,429

1,001,553

109.8%

FISCAL 2024 RESULTS — 37

5.2. FOREIGN EXCHANGE

Closing foreign exchange rates



As at September 30,	2024	2023	Change

U.S. dollar	1.3515	1.3538	(0.2%)

Euro	1.5064	1.4327	5.1%

Indian rupee	0.0161	0.0162	(0.6%)

British pound	1.8111	1.6530	9.6%

Swedish krona	0.1333	0.1243	7.2%

Average foreign exchange rates



For the three months ended September 30,	2024	2023	Change

U.S. dollar	1.3643	1.3412	1.7%

Euro	1.4983	1.4593	2.7%

Indian rupee	0.0163	0.0162	0.6%

British pound	1.7732	1.6979	4.4%

Swedish krona	0.1309	0.1241	5.5%

38 — MANAGEMENT’S DISCUSSION AND ANALYSIS

5.3. REVENUE DISTRIBUTION

The following charts provide additional information regarding our revenue mix for the quarter ended September 30, 2024:




Managed IT and Business Process Services Business and strategic IT consulting and systems integration services	56% 44%	U.S. Canada France U.K. Germany Finland Sweden Rest of the world	32 15 15 12 7 6 4 9	% % % % % % % %	Government Financial Services MRD Communications and utilities Health	38 22 21 13 6	% % % % %

5.3.1. Client Concentration

IFRS Accounting Standards guidance on segment disclosures defines a single customer as a group of entities that are known to the reporting entity to be under common control. As a consequence, our work for the U.S. federal government including its various agencies represented 14.2% of our revenue for Q4 2024 as compared to 14.0% for Q4 2023.

FISCAL 2024 RESULTS — 39

5.4. REVENUE BY SEGMENT

Our segments are reported based on where the client’s work is delivered from within our geographic delivery model.

The following table provides a summary of the year-over-year changes in our revenue, in total and by segment before eliminations, separately showing the impacts of foreign currency exchange rate variations between Q4 2024 and Q4 2023. The Q4 2023 revenues by segment were recorded reflecting the actual foreign exchange rates for the respective period. The foreign exchange impact is the difference between the current period’s actual results and the same period’s results converted with the prior year’s foreign exchange rates.

For the three months ended September 30,

Change

2024

2023

In thousands of CAD except for percentages

Total CGI revenue

3,660,391

3,507,336

153,055

4.4%

Constant currency revenue growth

2.0%

Foreign currency impact

2.4%

Variation over previous period

4.4%

Western and Southern Europe

Revenue prior to foreign currency impact

603,646

606,528

(2,882)

(0.5%)

Foreign currency impact

17,198

Western and Southern Europe revenue

620,844

606,528

14,316

2.4%

U.S. Commercial and State Government

Revenue prior to foreign currency impact

568,506

567,267

1,239

0.2%

Foreign currency impact

9,806

U.S. Commercial and State Government revenue

578,312

567,267

11,045

1.9%

Canada

Revenue prior to foreign currency impact

512,107

509,351

2,756

0.5%

Foreign currency impact

217

Canada revenue

512,324

509,351

2,973

0.6%

U.S. Federal

Revenue prior to foreign currency impact

514,100

489,813

24,287

5.0%

Foreign currency impact

8,728

U.S. Federal revenue

522,828

489,813

33,015

6.7%

Scandinavia and Central Europe

Revenue prior to foreign currency impact

378,888

391,606

(12,718)

(3.2%)

Foreign currency impact

14,239

Scandinavia and Central Europe revenue

393,127

391,606

1,521

0.4%

U.K. and Australia

Revenue prior to foreign currency impact

402,657

375,740

26,917

7.2%

Foreign currency impact

18,667

U.K. and Australia revenue

421,324

375,740

45,584

12.1%

Finland, Poland and Baltics

Revenue prior to foreign currency impact

196,729

193,802

2,927

1.5%

Foreign currency impact

6,403

Finland, Poland and Baltics revenue

203,132

193,802

9,330

4.8%

40 — MANAGEMENT’S DISCUSSION AND ANALYSIS

For the three months ended September 30,

Change

2024

2023

In thousands of CAD except for percentages

Northwest and Central-East Europe

Revenue prior to foreign currency impact

201,162

187,101

14,061

7.5%

Foreign currency impact

4,422

Northwest and Central-East Europe revenue

205,584

187,101

18,483

9.9%

Asia Pacific

Revenue prior to foreign currency impact

245,927

231,654

14,273

6.2%

Foreign currency impact

1,096

Asia Pacific revenue

247,023

231,654

15,369

6.6%

Eliminations

(44,107)

(45,526)

1,419

(3.1%)

For the three months ended September 30, 2024, revenue was $3,660.4 million, an increase of $153.1 million or 4.4% over the same period last year. On a constant currency basis, revenue increased by $70.9 million or 2.0%. The increase in revenue was mainly due to recent business acquisitions, one more available day to bill and organic growth within the government vertical market. This was partially offset by lower demand within the financial services and communication and utilities vertical markets.

5.4.1. Western and Southern Europe

Revenue in the Western and Southern Europe segment was $620.8 million in Q4 2024, an increase of $14.3 million or 2.4% over the same period last year. On a constant currency basis, revenue decreased by $2.9 million or 0.5%. The change in revenue was mainly due to lower demand within the MRD vertical market and in business consulting services, mainly within the financial services vertical market. This was partially offset by two more available days to bill.

On a client geographic basis, the top two Western and Southern Europe vertical markets were MRD and financial services, generating combined revenues of approximately $360 million for the three months ended September 30, 2024.

5.4.2. U.S. Commercial and State Government

Revenue in the U.S. Commercial and State Government segment was $578.3 million in Q4 2024, an increase of $11.0 million or 1.9% over the same period last year. On a constant currency basis, revenue increased by $1.2 million or 0.2%. The increase in revenue was mainly due to a recent business acquisition, organic growth within the MRD and government vertical markets and one more available day to bill. This was partially offset by lower demand within the financial services and health vertical markets, the increased use of our Asia Pacific offshore delivery centers for client work, as well as lower IP license sales.

On a client geographic basis, the top two U.S. Commercial and State Government vertical markets were financial services and government, generating combined revenues of approximately $392 million for the three months ended September 30, 2024.

5.4.3. Canada

Revenue in the Canada segment was $512.3 million in Q4 2024, an increase of $3.0 million or 0.6% over the same period last year. On a constant currency basis, revenue increased by $2.8 million or 0.5%. The increase in revenue was mainly due to a recent business acquisition within the financial services vertical market. This was partially offset by lower demand in the communications and utilities vertical market.

On a client geographic basis, the top two Canada vertical markets were financial services and communications and utilities, generating combined revenues of approximately $359 million for the three months ended September 30, 2024.

FISCAL 2024 RESULTS — 41

5.4.4. U.S. Federal

Revenue in the U.S. Federal segment was $522.8 million in Q4 2024, an increase of $33.0 million or 6.7% over the same period last year. On a constant currency basis, revenue increased by $24.3 million or 5.0%. The increase in revenue was mainly due to a recent business acquisition, higher transaction volumes related to our IP business process services and one more available day to bill.

For the three months ended September 30, 2024, $474.5 million of revenues within the U.S. Federal segment were federal civilian based.

5.4.5. Scandinavia and Central Europe

Revenue in the Scandinavia and Central Europe segment was $393.1 million in Q4 2024, an increase of $1.5 million or 0.4% over the same period last year. On a constant currency basis, revenue decreased by $12.7 million or 3.2%. The change in revenue was mainly due to lower demand within the government and MRD vertical markets. This was partially offset by adjustments of cost to complete on certain projects in the prior year and one more available day to bill.

On a client geographic basis, the top two Scandinavia and Central Europe vertical markets were MRD and government, generating combined revenues of approximately $289 million for the three months ended September 30, 2024.

5.4.6. U.K. and Australia

Revenue in the U.K. and Australia segment was $421.3 million in Q4 2024, an increase of $45.6 million or 12.1% over the same period last year. On a constant currency basis, revenue increased by $26.9 million or 7.2%. The increase in revenue was mainly due to organic growth within the government vertical market, including an increase in project related equipment sales, as well as one more available day to bill.

On a client geographic basis, the top two U.K. and Australia vertical markets were government and communications and utilities, generating combined revenues of approximately $356 million for the three months ended September 30, 2024.

5.4.7. Finland, Poland and Baltics

Revenue in the Finland, Poland and Baltics segment was $203.1 million in Q4 2024, an increase of $9.3 million or 4.8% over the same period last year. On a constant currency basis, revenue increased by $2.9 million or 1.5%. The increase in revenue was mainly due to organic growth within the MRD vertical market and one more available day to bill. This was partially offset by lower demand within the health vertical market.

5.4.8. Northwest and Central-East Europe

Revenue in the Northwest and Central-East Europe segment was $205.6 million in Q4 2024, an increase of $18.5 million or 9.9% over the same period last year. On a constant currency basis, revenue increased by $14.1 million or 7.5%. The increase in revenue was mainly due to organic growth across most vertical markets, including an increase in IP-based revenue, and one more available day to bill.

On a client geographic basis, the top two Northwest and Central-East Europe vertical markets were MRD and government, generating combined revenues of approximately $133 million for the three months ended September 30, 2024.

5.4.9. Asia Pacific

Revenue in the Asia Pacific segment was $247.0 million in Q4 2024, an increase of $15.4 million or 6.6% over the same period last year. On a constant currency basis, revenue increased by $14.3 million or 6.2%. The increase in revenue was mainly due to the continued demand for our offshore delivery centers within our financial services and MRD vertical markets, as well as two more available days to bill.

42 — MANAGEMENT’S DISCUSSION AND ANALYSIS

5.5. ADJUSTED EBIT BY SEGMENT

For the three months ended September 30,

Change

2024

2023

In thousands of CAD except for percentages

Western and Southern Europe

65,109

78,068

(12,959)

(16.6%)

As a percentage of segment revenue

10.5%

12.9%

U.S. Commercial and State Government

93,115

94,628

(1,513)

(1.6%)

As a percentage of segment revenue

16.1%

16.7%

Canada

110,871

127,385

(16,514)

(13.0%)

As a percentage of segment revenue

21.6%

25.0%

U.S. Federal

94,038

74,227

19,811

26.7%

As a percentage of segment revenue

18.0%

15.2%

Scandinavia and Central Europe

35,740

20,686

15,054

72.8%

As a percentage of segment revenue

9.1%

5.3%

U.K. and Australia

62,321

60,638

1,683

2.8%

As a percentage of segment revenue

14.8%

16.1%

Finland, Poland and Baltics

38,662

27,383

11,279

41.2%

As a percentage of segment revenue

19.0%

14.1%

Northwest and Central-East Europe

31,234

26,471

4,763

18.0%

As a percentage of segment revenue

15.2%

14.1%

Asia Pacific

69,159

63,553

5,606

8.8%

As a percentage of segment revenue

28.0%

27.4%

Adjusted EBIT

600,249

573,039

27,210

4.7%

Adjusted EBIT margin

16.4%

16.3%

Adjusted EBIT for the three months ended September 30, 2024 was $600.2 million, an increase of $27.2 million from Q4 2023. Adjusted EBIT margin increased to 16.4% from 16.3% when compared to last year. The increase was mainly due to one more available day to bill, savings generated from the Cost Optimization Program and adjustments of cost to complete on certain projects in the prior year within the Scandinavia and Central Europe segment. This was partially offset by the impact of lower utilization within the financial services and communication and utilities vertical markets, as well as prior years adjustments for R&D tax credits.

5.5.1. Western and Southern Europe

Adjusted EBIT in the Western and Southern Europe segment was $65.1 million in Q4 2024, a decrease of $13.0 million when compared to Q4 2023. Adjusted EBIT margin decreased to 10.5% from 12.9% in Q4 2023. The change in adjusted EBIT margin was mainly due to prior years adjustments for R&D tax credits in France. This was partially offset by two more available days to bill and savings generated from the Cost Optimization Program.

5.5.2. U.S. Commercial and State Government

Adjusted EBIT in the U.S. Commercial and State Government segment was $93.1 million in Q4 2024, a decrease of $1.5 million when compared to Q4 2023. Adjusted EBIT margin decreased to 16.1% from 16.7% in Q4 2023. The change in adjusted EBIT margin was mainly due to lower IP license sales, the impact of lower utilization within the financial services and an adjustment due to the reevaluation of cost to complete on a project. This was partially offset by additional R&D tax credits and savings generated from the Cost Optimization Program.

FISCAL 2024 RESULTS — 43

5.5.3. Canada

Adjusted EBIT in the Canada segment was $110.9 million in Q4 2024, a decrease of $16.5 million when compared to Q4 2023. Adjusted EBIT margin decreased to 21.6% from 25.0% in Q4 2023. The change in adjusted EBIT margin was mainly due to lower utilization within the communications and utilities and the financial services vertical markets, as well as the temporary dilutive impact of a recent business acquisition within the financial services vertical market. This was partially offset by lower performance based compensation accruals and savings generated from the Cost Optimization Program.

5.5.4. U.S. Federal

Adjusted EBIT in the U.S. Federal segment was $94.0 million in Q4 2024, an increase of $19.8 million when compared to Q4 2023. Adjusted EBIT margin increased to 18.0% from 15.2% in Q4 2023. The increase in adjusted EBIT margin was mainly due to the higher transaction volumes related to our IP business process services, additional R&D tax credits and savings generated from the Cost Optimization Program. This was partially offset by higher performance based compensation accruals and the temporary dilutive impact of a recent business acquisition.

5.5.5. Scandinavia and Central Europe

Adjusted EBIT in the Scandinavia and Central Europe segment was $35.7 million in Q4 2024, an increase of $15.1 million when compared to Q4 2023. Adjusted EBIT margin increased to 9.1% from 5.3% in Q4 2023. The increase in adjusted EBIT margin was mainly due to adjustments of cost to complete on certain projects in the prior year, one more available day to bill, savings generated from the Cost Optimization program, as well as lower performance based compensation accrual. This was partially offset by lower utilization within the MRD and government vertical markets.

5.5.6. U.K. and Australia

Adjusted EBIT in the U.K. and Australia segment was $62.3 million in Q4 2024, an increase of $1.7 million when compared to Q4 2023. Adjusted EBIT margin decreased to 14.8% from 16.1% in Q4 2023. The change in adjusted EBIT margin was mainly due to higher performance based compensation accruals, lower IP license sales, as well as project related equipment sales within the government vertical market. This was partially offset by additional R&D tax credits, one more available day to bill and savings generated from the Cost Optimization Program.

5.5.7. Finland, Poland and Baltics

Adjusted EBIT in the Finland, Poland and Baltics segment was $38.7 million in Q4 2024, an increase of $11.3 million when compared to Q4 2023. Adjusted EBIT margin increased to 19.0% from 14.1% in Q4 2023. The increase in adjusted EBIT margin was mainly due to additional R&D tax credits, savings generated from the Cost Optimization Program, one more available day to bill and profitable growth within the government and MRD vertical markets.

5.5.8. Northwest and Central-East Europe

Adjusted EBIT in the Northwest and Central-East Europe segment was $31.2 million in Q4 2024, an increase of $4.8 million when compared to Q4 2023. Adjusted EBIT margin increased to 15.2% from 14.1% in Q4 2023. The increase in adjusted EBIT was mainly due to one more available day to bill, profitable organic growth across most vertical markets and savings generated from the Cost Optimization Program.

5.5.9. Asia Pacific

Adjusted EBIT in the Asia Pacific segment was $69.2 million in Q4 2024, an increase of $5.6 million when compared to Q4 2023. Adjusted EBIT margin increased to 28.0% from 27.4% in Q4 2023. The increase in adjusted EBIT margin was mainly due to two more available days to bill.

44 — MANAGEMENT’S DISCUSSION AND ANALYSIS

5.6. NET EARNINGS AND EARNINGS PER SHARE

The following table sets out the information supporting the earnings per share calculations:

For the three months ended September 30,

Change

2024

2023

In thousands of CAD except for percentage and shares data

Adjusted EBIT

600,249

573,039

27,210

4.7%

Minus the following items:

Acquisition-related and integration costs

3,443

—

3,443

—%

Cost Optimization Program

—

8,964

(8,964)

—%

Net finance costs

4,394

6,148

(1,754)

(28.5%)

Earnings before income taxes

592,412

557,927

34,485

6.2%

Income tax expense

156,489

143,451

13,038

9.1%

Effective tax rate

26.4%

25.7%

Net earnings

435,923

414,476

21,447

5.2%

Net earnings margin

11.9%

11.8%

Weighted average number of shares outstanding

Class A subordinate voting shares and Class B shares (multiple voting) (basic)

225,247,324

231,931,083

(6,683,759)

(2.9%)

Class A subordinate voting shares and Class B shares ( multiple voting) (diluted)

228,777,092

235,703,369

(6,926,277)

(2.9%)

Earnings per share (in dollars)

Basic

1.94

1.79

0.15

8.4%

Diluted

1.91

1.76

0.15

8.5%

For the three months ended September 30, 2024, the income tax expense was $156.5 million compared to $143.5 million over the same period last year, while our effective tax rate increased to 26.4% from 25.7%. The increase was mainly due to a higher statutory tax rate in the U.K. and lower tax-exempt R&D credits, partially offset by the change in profitability mix in certain geographies.

For Q4 2024, CGI’s basic and diluted weighted average number of shares outstanding decreased compared to Q4 2023 due to the impact of the purchase for cancellation of Class A Shares during the year. This was partially offset by the exercise of stock options during the year.

FISCAL 2024 RESULTS — 45

5.6.1. Net Earnings and Earnings per Share Excluding Specific Items

Below is a table showing the year-over-year comparison excluding specific items, namely acquisition-related and integration costs and the Cost Optimization Program:

For the three months ended September 30,

Change

2024

2023

In thousands of CAD except for percentage and shares data

Earnings before income taxes

592,412

557,927

34,485

6.2%

Add back:

Acquisition-related and integration costs

3,443

—

3,443

—%

Cost Optimization Program

—

8,964

(8,964)

(100.0%)

Earnings before income taxes excluding specific items

595,855

566,891

28,964

5.1%

Income tax expense

156,489

143,451

13,038

9.1%

Effective tax rate

26.4%

25.7%

Add back:

Tax deduction on acquisition-related and integration costs

279

—

279

—%

Impact on effective tax rate

(0.1%)

—%

Tax deduction on Cost Optimization Program

—

2,240

(2,240)

(100.0%)

Impact on effective tax rate

—%

Income tax expense excluding specific items

156,768

145,691

11,077

7.6%

Effective tax rate excluding specific items

26.3%

25.7%

Net earnings excluding specific items

439,087

421,200

17,887

4.2%

Net earnings margin excluding specific items

12.0%

12.0%

Weighted average number of shares outstanding

Class A subordinate voting shares and Class B shares (multiple voting) (basic)

225,247,324

231,931,083

(2.9%)

Class A subordinate voting shares and Class B shares (multiple voting) (diluted)

228,777,092

235,703,369

(2.9%)

Earnings per share excluding specific items (in dollars)

Basic

1.95

1.82

0.13

7.1%

Diluted

1.92

1.79

0.13

7.3%

46 — MANAGEMENT’S DISCUSSION AND ANALYSIS

5.7. CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended September 30,

2024

2023

Change

In thousands of CAD

Cash provided by operating activities

629,061

628,734

327

Cash used in investing activities

(565,189)

(93,002)

(472,187)

Cash provided by (used in) financing activities

31,588

(603,611)

635,199

Effect of foreign exchange rate changes on cash, cash equivalents and cash included in funds held for clients

10,696

111

10,585

Net increase (decrease) in cash, cash equivalents and cash included in funds held for clients

106,156

(67,768)

173,924

5.7.1. Cash Provided by Operating Activities

For Q4 2024, cash provided by operating activities was $629.1 million or 17.2% of revenue compared to $628.7 million or 17.9% of revenue for the same period last year.

The cash provided by operating activities during the three months ended September 30, 2024 was mainly generated by earnings before amortization, depreciation and impairment and by the timing of client collections, partially offset by timing of tax installments.

The following table provides a summary of the generation and use of cash from operating activities:

For the three months ended September 30,

2024

2023

Change

In thousands of CAD

Net earnings

435,923

414,476

21,447

Amortization, depreciation and impairment

123,050

138,097

(15,047)

Deferred income tax recovery

(57,023)

(16,993)

(40,030)

Other adjustments¹

12,445

12,251

194

Cash flow from operating activities before net change in non-cash working capital items and others

514,395

547,831

(33,436)

Net change in non-cash working capital items and others:

Accounts receivable, work in progress and deferred revenue

108,625

138,603

(29,978)

Accounts payable and accrued liabilities, accrued compensation and employee-related liabilities, provisions and long-term liabilities

21,381

(1,956)

23,337

Income taxes

(27,761)

(60,282)

32,521

Others²

12,421

4,538

7,883

Net change in non-cash working capital items and others

114,666

80,903

33,763

Cash provided by operating activities

629,061

628,734

327

¹	Comprised of foreign exchange gain, share-based payment costs and gain on sale of property, plant and equipment and on lease terminations.

²	Comprised of prepaid expenses and other assets, long-term financial assets (excluding long-term receivables), derivative financial instruments and retirement benefits obligations.

For the three months ended September 30, 2024, the increase of $0.3 million from our cash provided by operating activities was mostly due to timing of supplier payments and earnings before amortization, depreciation and impairment, partially offset by the timing of tax installment payments.

The timing of our working capital inflows and outflows will always have an impact on the cash flow from operations.

FISCAL 2024 RESULTS — 47

5.7.2. Cash Used in Investing Activities

For Q4 2024, $565.2 million were used in investing activities while $93.0 million were used in the prior year.

The following table provides a summary of the generation and use of cash from investing activities:

For the three months ended September 30,

2024

2023

Change

In thousands of CAD

Business acquisitions (net of cash acquired)

(330,158)

—

(330,158)

Loan receivable

1,988

1,754

234

Purchase of property, plant and equipment

(23,385)

(34,455)

11,070

Proceeds from sale of property, plant and equipment

5,732

—

5,732

Additions to contract costs

(25,194)

(24,585)

(609)

Additions to intangible assets

(33,057)

(47,965)

14,908

Net change in short-term and long-term investments

(161,115)

12,249

(173,364)

Cash used in investing activities

(565,189)

(93,002)

(472,187)

The increase of $472.2 million in cash used in investing activities during the three months ended September 30, 2024 was mainly due to recent business acquisitions and the net impact of proceeds and purchases of our funds held for clients’ investments.

5.7.3. Cash Provided by (Used in) Financing Activities

For Q4 2024, $31.6 million were provided by financing activities while $603.6 million were used in the prior year.

The following table provides a summary of the generation and use of cash from financing activities:

For the three months ended September 30,

2024

2023

Change

In thousands of CAD

Increase of long-term debt

747,073

—

747,073

Repayment of long-term debt

(475,793)

(70,320)

(405,473)

Payment of lease liabilities

(28,413)

(43,713)

15,300

Repayment of debt assumed in a business acquisition

(162,146)

—

(162,146)

Settlement of derivative financial instruments

20,856

2,921

17,935

Withholding taxes remitted on the net settlement of performance share units

(526)

(29)

(497)

Purchase for cancellation of Class A subordinate voting shares

(49,366)

(324,667)

275,301

Issuance of Class A subordinate voting shares

18,037

12,527

5,510

Net change in clients’ funds obligations

(38,134)

(180,330)

142,196

Cash provided by (used in) financing activities

31,588

(603,611)

635,199

The change of $635.2 million was mainly driven by the issuance of senior unsecured notes for an amount of $747.1 million (see section 2.4. of the present document), the purchase for cancellation of Class A Shares and by the net change in clients’ funds obligations. These were partially offset by the scheduled repayments in full of senior unsecured notes in the amount of $475.8 million (US$350.0 million) and by the repayment of debt assumed from a business acquisition.

48 — MANAGEMENT’S DISCUSSION AND ANALYSIS

6. Eight Quarter Summary



As at and for the three months ended	Sept. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sept. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022

In millions of CAD unless otherwise noted

Growth

Revenue	3,660.4	3,672.0	3,740.8	3,603.0	3,507.3	3,623.4	3,715.3	3,450.3

Year-over-year revenue growth	4.4%	1.3%	0.7%	4.4%	8.0%	11.2%	13.7%	11.6%

Constant currency revenue growth	2.0%	0.2%	0.0%	1.5%	2.2%	6.3%	11.4%	12.3%

Backlog¹	28,724	27,563	26,823	26,573	26,059	25,633	25,241	25,011

Bookings	3,823	4,280	3,754	4,187	3,996	4,388	3,839	4,035

Book-to-bill ratio	104.4%	116.6%	100.4%	116.2%	113.9%	121.1%	103.3%	117.0%

Book-to-bill ratio trailing twelve months	109.3%	111.7%	112.8%	113.6%	113.7%	113.3%	109.1%	108.9%

Profitability

Earnings before income taxes	592.4	594.0	577.4	527.1	557.9	559.0	564.5	516.5

Earnings before income taxes margin	*16.2%*	16.2%	15.4%	14.6%	15.9%	15.4%	15.2%	15.0%

Adjusted EBIT²	600.2	602.8	628.5	584.2	573.0	584.8	600.8	554.1

Adjusted EBIT margin	*16.4%*	16.4%	16.8%	16.2%	16.3%	16.1%	16.2%	16.1%

Net earnings	435.9	440.1	426.9	389.8	414.5	415.0	419.4	382.4

Net earnings margin	*11.9%*	12.0%	11.4%	10.8%	11.8%	11.5%	11.3%	11.1%

Diluted EPS (in dollars)	1.91	1.91	1.83	1.67	1.76	1.75	1.76	1.60

Net earnings excluding specific items²	439.1	440.2	459.4	427.2	421.2	425.7	435.0	398.2

Net earnings margin excluding specific items	*12.0%*	12.0%	12.3%	11.9%	12.0%	11.7%	11.7%	11.5%

Diluted EPS excluding specific items (in dollars)²	1.92	1.91	1.97	1.83	1.79	1.80	1.82	1.66

Liquidity

Cash provided by operating activities	629.1	496.7	502.0	577.2	628.7	409.1	469.1	605.3

As a percentage of revenue	*17.2%*	13.5%	13.4%	16.0%	17.9%	11.3%	12.6%	17.5%

Days sales outstanding	41	42	40	41	44	44	41	44

Capital structure

Long-term debt and lease liabilities³	3,308.4	3,045.6	3,028.9	3,001.1	3,742.3	3,765.9	3,852.7	3,876.4

Net debt²	1,819.8	1,854.0	1,730.5	1,843.7	2,134.6	2,279.6	2,529.0	2,503.8

Net debt to capitalization ratio	16.2%	17.2%	16.4%	17.6%	20.4%	21.7%	24.0%	24.1%

Return on invested capital	16.0%	16.1%	15.9%	15.9%	16.0%	15.7%	15.6%	15.5%

Balance sheet

Cash and cash equivalents, and short-term investments	1,464.4	1,158.7	1,273.0	1,141.0	1,575.6	1,471.9	1,285.5	1,331.1

Total assets	16,685.5	15,793.9	15,737.4	15,513.5	15,799.5	16,080.1	16,101.7	15,915.9

Long-term financial liabilities⁴	3,176.9	2,389.5	2,363.1	2,319.4	2,386.2	2,885.2	2,946.1	2,971.6

¹	Approximately $11.4 billion of our backlog as at September 30, 2024 is expected to be converted into revenue within the next twelve months, $9.3 billion within one to three years, $3.5 billion within three to five years and $4.5 billion in more than five years.

²	See sections on Adjusted EBIT by Segment, Net Earnings and Earnings per Share Excluding Specific Items and Selected Measures of Capital Resources and Liquidity sections of each quarter’s respective MD&A for the reconciliation of non-GAAP financial measures.

³	Long-term debt and lease liabilities include both the current and long-term portions of the long-term debt and lease liabilities.

⁴	Long-term financial liabilities include the long-term portion of the debt, long-term portion of lease liabilities and the long-term derivative financial instruments.

FISCAL 2024 RESULTS — 49

There are factors causing quarterly variances which may not be reflective of the Company’s future performance. There is seasonality in system integration and consulting work, and the quarterly performance of these operations is impacted by occurrences such as vacations, calendar days and the number of statutory holidays in any given quarter. Managed IT and business process services contracts are affected to a lesser extent by seasonality. Also, the workflow from some clients may fluctuate from quarter to quarter based on their business cycle and the seasonality of their own operations. Further, the savings that we generate for a client on a given managed IT and business process services contract may temporarily reduce our revenue stream from this client, as these savings may not be immediately offset by additional work performed for this client.

Cash flow from operating activities could vary significantly from quarter to quarter depending on the timing of payments received from clients, cash requirements associated with large acquisitions, managed IT and business process services contracts and projects, the timing of the reimbursements for various tax credits, performance based compensation to employees as well as the timing of severance payments related to the integration of our acquisitions and our Cost Optimization Program.

Foreign exchange fluctuations can also contribute to quarterly variances as our percentage of operations in foreign countries evolves. The effect from these variances is primarily on our revenue and to a much lesser extent, on our margin as we benefit, as much as possible, from natural hedges.

50 — MANAGEMENT’S DISCUSSION AND ANALYSIS

7. Changes in Accounting Policies

The audited consolidated financial statements for the years ended September 30, 2024 and 2023 include all adjustments that CGI’s management considers necessary for the fair presentation of its financial position, results of operations, and cash flows.

ADOPTION OF ACCOUNTING STANDARD

The following standard amendments have been adopted by the Company on October 1, 2023:

Definition of Accounting Estimates – Amendments to IAS 8

In February 2021, the International Accounting Standards Board (IASB) amended IAS 8 Accounting Policies, Changes in Accounting estimates and Errors to introduce a definition of accounting estimates and to help entities distinguish changes in accounting policies from changes in accounting estimates. This distinction is important because changes in accounting policies must be applied retrospectively while changes in accounting estimates are accounted for prospectively.

Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12

In May 2021, the IASB amended IAS 12 Income Taxes, to narrow the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offsetting temporary differences.

The implementation of these standard amendments resulted in no impact on the Company’s audited consolidated financial statements.

International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12

On May 23, 2023, the IASB amended IAS 12 Income Taxes, to address the Pillar Two model rules for domestic implementation of a 15% global minimum tax. The standard amendments introduced a temporary recognition exception in relation to accounting and disclosure for deferred taxes arising from the implementation of the international tax reform, which was applied as of that date.

Since March 31, 2024, the Company is subject to additional disclosure requirements on current tax expense related to Pillar Two income taxes, as well as qualitative and quantitative information about the exposure to Pillar Two income taxes. The Company has performed an assessment of its potential exposure to Pillar Two income taxes based on the most recent country-by-country reporting and financial statements for its constituent entities.

The Pillar Two Model Rules – Amendments to IAS 12 had no significant impact on the Company’s audited consolidated financial statements.

FUTURE ACCOUNTING STANDARD CHANGES

The following standard amendments are effective as of October 1, 2024:

Classification of Liabilities as Current or Non-current and Information about long-term debt with covenants – Amendments to IAS 1

In January 2020, the IASB amended IAS 1 Presentation of Financial Statements, clarifying that the classification of liabilities as current or non-current is based on existing rights at the end of the reporting period, independent of whether the Company will exercise its right to defer settlement of a liability. Subsequently, in October 2022, the IASB introduced additional amendments to IAS 1, emphasizing that covenants for long-term debt, regardless whether the covenants were compliant after the reporting date, should not affect debt classification; instead, companies are required to disclose information about these covenants in the notes accompanying their financial statements.

Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7

FISCAL 2024 RESULTS — 51

terms and conditions, the carrying amount of liabilities, the range of payment due dates, non-cash changes and liquidity risk information around supplier finance arrangements.

The implementation of these standard amendments will result in no impact on the Company’s audited consolidated financial statements.

The following standard amendments have been issued and will be effective as of October 1, 2026 for the Company, with earlier application permitted. The Company will evaluate the impact of these standard amendments on its audited consolidated financial statements.

Classification and measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7

In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments, which amend IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures. The standard amendments clarify that a financial liability is derecognized on the settlement date, specifically when the related obligation is discharged or cancelled or expires or the liability otherwise qualified for derecognition. Furthermore, they clarify the treatment of non-recourse assets and contractually linked instruments and they introduce additional disclosures for financial assets and liabilities with contractual terms that reference a contingent event, and equity instruments classified at fair value through other comprehensive income. The new requirements will be applied retrospectively. An entity is required to disclose information about financial assets that change their measurement category due to the standard amendments.

The following standard has been issued by the IASB and will be effective as of October 1, 2027 for the Company, with earlier application permitted. The Company will evaluate the impact of this standard on its audited consolidated financial statements.

IFRS 18 - Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements which is set to replace IAS 1 Presentation of Financial Statements. The new IFRS accounting standard is aimed to improve comparability and transparency of communication in financial statements. While a number of sections from IAS 1 have been brought forward to IFRS 18, the standard introduces new requirements on presentation within the statement of profit or loss, including specified totals and subtotals. It also requires disclosure of management-defined financial performance measures used in public communications outside financial statements and includes new requirements for aggregation and disaggregation of financial information based on the identified roles of the primary financial statements and the notes. Retrospective application is required in both annual and interim financial statements.

52 — MANAGEMENT’S DISCUSSION AND ANALYSIS

8. Critical Accounting Estimates

The Company’s significant accounting policies are described in note 3 of the audited consolidated financial statements for the years ended September 30, 2024 and 2023. Certain of these accounting policies, listed below, require management to make accounting estimates and judgements that affect the reported amounts of assets, liabilities and equity and the accompanying disclosures at the date of the audited consolidated financial statements as well as the reported amounts of revenue and expenses during the reporting period. These accounting estimates are considered critical because they require management to make subjective and/or complex judgements that are inherently uncertain and because they could have a material impact on the presentation of our financial condition, changes in financial condition or results of operations.

Areas impacted by
estimates

Consolidated

balance

sheets

Consolidated statements of earnings

Revenue

Cost of

services,

selling and

administrative

Amortization

and

depreciation

Net finance

costs

Income

taxes

Revenue recognition¹

✓

Goodwill impairment

✓

Right-of-use assets and lease liabilities

✓

Business combinations

✓

Income taxes

✓

Litigation and claims

✓

¹	Affects the balance sheet through trade accounts receivable, work in progress, provision on revenue-generating contracts and deferred revenue.

Revenue recognition

Relative stand-alone selling price

If an arrangement involves the provision of multiple performance obligations, the total arrangement value is allocated to each performance obligation based on its relative stand-alone selling price. At least on a yearly basis, the Company reviews its best estimate of the stand-alone selling price which is established by using a reasonable range of prices for the various services and solutions offered by the Company based on local market information available. Information used in determining the range is mainly based on recent contracts signed and the economic environment. A change in the range could have a material impact on the allocation of total arrangement value, and therefore on the amount and timing of revenue recognition.

Business and strategic IT consulting and systems integration services under fixed fee arrangements

Revenue from business and strategic IT consulting and systems integration services under fixed-fee arrangements is recognized using the percentage-of-completion method over time, as the Company has no alternative use for the asset created and has an enforceable right to payment for performance completed to date. The Company primarily uses labour costs to measure the progress towards completion. Project managers monitor and re-evaluate project forecasts on a monthly basis. Forecasts are reviewed to consider factors such as: delays in reaching milestones and complexities in the project delivery. Forecasts can also be affected by market risks such as the availability and retention of qualified IT professionals and/or the ability of the subcontractors to perform their obligations within agreed budget and time frames. To the extent that actual labour costs could vary from estimates, adjustments to revenue following the review of the costs to complete on projects are reflected in the period in which the facts that give rise to the revision occur. Whenever the total costs are forecasted to be higher than the total revenue, a provision on revenue-generating contract is recorded.

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Goodwill impairment

The carrying value of goodwill is tested for impairment annually or if events or changes in circumstances indicate that the carrying value may be impaired. In order to determine if a goodwill impairment test is required, management reviews different factors on a quarterly basis, such as changes in technological or market environment, changes in assumptions used to derive the weighted average cost of capital and actual financial performance compared to planned performance.

The recoverable amount of each operating segment has been determined based on its value in use calculation, which includes estimates about their future financial performance based on cash flows approved by management. However, factors such as our ability to continue developing and expanding services offered to address emerging business demands and technology trends, a lengthened sales cycle and our ability to hire and retain qualified IT professionals affect future cash flows, and actual results might differ from future cash flows used in the goodwill impairment test. Key assumptions used in goodwill impairment testing are presented in note 12 of the audited consolidated financial statements for the years ended September 30, 2024 and 2023. Historically, the Company has not recorded an impairment charge on goodwill.

Right-of-use assets

Estimates of the lease term

The Company estimates the lease term in order to calculate the value of the lease liability at the initial date of the lease. Management uses judgement to determine the appropriate lease term based on the conditions of each lease. Lease extension or termination options are only considered in the lease term if it is reasonably certain of being exercised. Factors evaluated include value of leasehold improvements required and any potential incentive to take the option.

Discount rate for leases

The discount rate is used to determine the initial carrying amount of the lease liabilities and the right-of-use assets. The Company estimates the incremental borrowing rate for each lease or portfolio of leased assets, as most of the implicit interest rates in the leases are not readily determinable. To calculate the incremental borrowing rate, the Company considers its credit worthiness, the term of the arrangement, any collateral received and the economic environment at the lease date. Lease liabilities are remeasured (along with the corresponding adjustment to the right-of-use asset), whenever the following situations occur:

–

a modification in the lease term or a change in the assessment of an option to extend, purchase or terminate the lease, for which the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; and

–

a modification in the residual guarantees or in future lease payments due to a change of an index or rate tied to the payments, for which the lease liability is remeasured by discounting the revised lease payments using the initial discount rate determined when setting up the liability.

In addition, upon partial or full termination of a lease, the difference between the carrying amounts of the lease liability and the right-of-use asset is recorded in the consolidated statements of earnings.

Business combinations

Management makes assumptions when determining the acquisition-date fair value of the identifiable tangible and intangible assets acquired and liabilities assumed which involve estimates, such as the forecasting of future cash flows, discount rates and the useful lives of the assets acquired.

Additionally, management’s judgement is required in determining whether an intangible asset is identifiable and should be recorded separately from goodwill.

Changes in the above assumptions, estimates and judgements could affect our acquisition-date fair values and therefore could have material impacts on our audited consolidated financial statements. These changes are recorded as part of the purchase price allocation and therefore result in corresponding goodwill adjustments if they occurred during the measurement period, which does not exceed one year. All other subsequent changes are recorded in our consolidated statement of earnings.

54 — MANAGEMENT’S DISCUSSION AND ANALYSIS

Income taxes

Deferred tax assets are recognized for unused tax losses and deductible temporary differences to the extent that it is probable that taxable profit will be available for their utilization. The Company considers the analysis of forecast and future tax planning strategies. Estimates of taxable profit are reviewed each reporting period and updated, based on the forecast by jurisdiction on an undiscounted basis. Due to the uncertainty and the variability of the factors mentioned above, deferred tax assets are subject to change. Management reviews its assumptions on a quarterly basis and adjusts the deferred tax assets when appropriate.

The Company is subject to income tax laws in numerous jurisdictions. Judgement is required in determining the worldwide provision for income taxes as the determination of tax liabilities and assets involves uncertainties in the interpretation of complex tax regulations and requires estimates and assumptions considering the existing facts and circumstances. The Company provides for potential tax liabilities based on the most likely amount of the possible outcomes. Estimates are reviewed each reporting period and updated, based on new information available, and could result in changes to the income tax liabilities and deferred tax liabilities in the period in which such determinations are made.

Litigation and claims

Provisions are recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The accrued litigation and legal claim provisions are based on historical experience, current trends and other assumptions that are believed to be reasonable under the circumstances. Estimates include the period in which the underlying cause of the claim occurred and the degree of probability of an unfavourable outcome. Management reviews assumptions and facts surrounding outstanding litigation and claims on a quarterly basis, involves external counsel when necessary and adjusts such provisions accordingly. The Company has to be compliant with applicable law in many jurisdictions which increases the complexity of determining the adequate provision following a litigation review. Since the outcome of such litigation and claims is not predictable with assurance, those provisions are subject to change. Adjustments to litigation and claims provisions are reflected in the period when the facts that give rise to an adjustment occur.

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9. Integrity of Disclosure

The Board of Directors has the responsibility under its charter and under the securities laws that govern CGI’s continuous disclosure obligations to oversee CGI’s compliance with its continuous and timely disclosure obligations, as well as the integrity of the Company’s internal controls and management information systems. The Board of Directors carries out this responsibility mainly through its Audit and Risk Management Committee.

CGI’s Audit and Risk Management Committee is composed entirely of independent directors who meet the independence and experience requirements of National Instrument 52-110 adopted by the Canadian Securities Administrators as well as those of the New York Stock Exchange (NYSE) and the U.S. Securities and Exchange Commission (SEC). The role and responsibilities of the Audit and Risk Management Committee include: (i) reviewing public disclosure documents containing financial information concerning CGI; (ii) identifying and examining material financial and operating risks to which the Company is exposed, reviewing the various policies and practices of the Company that are intended to manage those risks, and reporting on a regular basis to the Board of Directors concerning risk management; (iii) reviewing and assessing the effectiveness of CGI’s accounting policies and practices concerning financial reporting; (iv) reviewing and monitoring CGI’s internal control procedures, programs and policies and assessing their adequacy and effectiveness; (v) reviewing the adequacy of CGI’s internal audit resources including the mandate and objectives of the internal auditor; (vi) recommending to the Board of Directors the appointment of the external auditor, assessing the external auditor’s independence, reviewing the terms of their engagement, conducting an annual auditor’s performance assessment, and pursuing ongoing discussions with them; (vii) reviewing related party transactions in accordance with the rules of the NYSE and other applicable laws and regulations; (viii) reviewing the audit procedures including the proposed scope of the external auditor’s examinations; and (ix) performing such other functions as are usually attributed to audit committees or as directed by the Board of Directors. In making its recommendation to the Board of Directors in relation to the annual appointment of the external auditor, the Audit and Risk Management Committee conducts an annual assessment of the external auditor’s performance following the recommendations of the Chartered Professional Accountants of Canada. The formal assessment is concluded in advance of the Annual General Meeting of Shareholders and is conducted with the assistance of key CGI employees.

The Company has established and maintains disclosure controls and procedures designed to provide reasonable assurance that material information relating to the Company is made known to the Chief Executive Officer and the Chief Financial Officer by others, particularly during the period in which annual and interim filings are prepared, and that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by the Company under Canadian and U.S. securities laws is recorded, processed, summarized and reported within the time periods specified under those laws and the related rules. As at September 30, 2024, management evaluated, under the supervision of and with the participation of the Chief Executive Officer and the Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures as defined under National Instrument 52-109 adopted by the Canadian Securities Administrators and in Rule 13(a)-15(e) under the U.S. Securities Exchange Act of 1934, as amended. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as at September 30, 2024.

The Company has also established and maintains internal control over financial reporting, as defined under National Instrument 52-109 and in Rule 13(a)-15(f) under the U.S. Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is a process designed under the supervision of the Chief Executive Officer and the Chief Financial Officer, and effected by management and other key CGI employees, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards. However, because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Management evaluated, under the supervision of and with the participation of the Chief Executive Officer and the Chief Financial Officer, the effectiveness of the Company’s internal controls over financial reporting as at September 30, 2024, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013). Based on that evaluation, management, under the supervision of and with the participation of the Chief Executive Officer as well as the Chief Financial Officer concluded that the Company’s internal controls over financial reporting was effective as at September 30, 2024.

56 — MANAGEMENT’S DISCUSSION AND ANALYSIS

The Company’s assessment and conclusion on the effectiveness of internal controls over financial reporting excludes the controls, policies and procedures of Aeyon, the control of which was acquired on September 13, 2024. The scope limitation is in accordance with section 3.3(1)(b) of National Instrument 52-109, which allows an issuer to limit the design of disclosure controls and procedures and internal control over financial reporting to exclude controls, policies, and procedures of a business that the issuer acquired not more than 365 days before the end of the financial period in question. Aeyon’s results since the acquisition date represented 0.1% of revenue for the year ended September 30, 2024 and constituted 3.2% of total assets as at September 30, 2024.

FISCAL 2024 RESULTS — 57

10. Risk Environment

10.1. RISKS AND UNCERTAINTIES

While we are confident about our long-term prospects, a number of risks and uncertainties could affect our ability to achieve our strategic vision and objectives for growth. The following risks and uncertainties should be considered when evaluating our potential as an investment.

10.1.1. External Risks

We may be adversely affected by volatile, negative or uncertain economic and political conditions and the effects of these conditions on our clients’ businesses and levels of activity.

Economic and political conditions in the markets in which we operate have a bearing upon the results of our operations, directly and through their effect on the level of business activity of our clients. We can neither predict the impact that current economic and political conditions will have on our future revenue, nor predict changes in economic conditions or future political uncertainty. The level of activity of our clients and potential clients may be affected by an economic downturn or political uncertainty. Clients may cancel, reduce or defer existing contracts and delay entering into new engagements and may decide to undertake fewer IT systems projects resulting in limited implementation of new technology and smaller engagements. Since there may be fewer engagements, competition may increase and pricing for services may decline as competitors may decrease rates to maintain or increase their market share in our industry and this may trigger pricing adjustments related to the benchmarking obligations within our contracts. Economic downturns and political uncertainty make it more difficult to meet business objectives and may divert management’s attention and time from operating and growing our business. Our business, results of operations and financial condition could be negatively affected as a result of these factors.

We may be adversely affected by additional external risks, such as terrorism, armed conflict, labour or social unrest, inflation, rising energy and commodity costs, recession, criminal activity, hostilities, disease, illness or health emergencies, natural disasters and climate change and the effects of these conditions on our clients, our business and on market volatility.

Additional external risks that could adversely impact the markets in which we operate, our industry and our business include terrorism, armed conflict, labour or social unrest, inflation, recession, criminal activity, regional and international hostilities and international responses to these hostilities, and disease, illness or health emergencies that affect local, national or international economies. Additionally, the potential impacts of climate change are unpredictable and natural disasters, sea-level rise, floods, droughts or other weather-related events present additional external risks, as they could disrupt our internal operations or the operations of our clients, impact our employee’s health and safety and increase insurance and other operating costs. Climate change risks can arise from physical risks (risks related to the physical effects of climate change), transition risks (risks related to regulatory, legal, technological and market changes from a transition to a low-carbon economy), as well as reputational risks related to our management of climate-related issues and our level of disclosure related to such matters (see Our inability to meet regulatory requirements and/or stakeholders expectations of disclosure, management and implementation of ESG initiatives and standards, could have a material adverse effect on our business). Climate change risk, and/or any of these additional external risks, may affect us or affect the financial viability of our clients leading to a reduction of demand and loss of business from such clients. Each of these risks could negatively impact our business, results of operation and financial condition.

As a result of external risks, inflation, and rising energy and commodity costs, global equity and capital markets may experience significant volatility and weakness. The duration and impact of these events are unknown at this time, nor is the impact on our operations and the market for our securities.

Prolonged periods of inflation could increase our costs and impact our profitability, which could have a material adverse effect on our business and financial condition.

High levels of inflation may subject us to significant cost pressures and lead to market volatility. As a result, governments may adopt initiatives to combat inflation (for example, raising benchmark interest rate), thus increasing our cost of borrowing and

58 — MANAGEMENT’S DISCUSSION AND ANALYSIS

decreasing the liquidity of capital markets. Our clients may have difficulty budgeting for external IT services or delay their payment for services provided. High inflation can lead to increased costs of labor and our employee compensation expenses. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases, and there is no assurance that our revenues will increase at the same rate to maintain the same level of profitability. Our inability or failure to do so could harm our business and financial condition.

Pandemics may cause disruptions in our operations and the operations of our clients (which may lead to increased risk and frequency of cybersecurity incidents), market volatility and economic disruption, which could adversely affect us.

A pandemic can create significant volatility and uncertainty and economic disruption and can pose the risk that our employees, clients, contractors and business partners may be prevented from, or restricted in, conducting business activities for an indefinite period, including due to the transmission of the disease or to emergency measures or restrictions that may be requested or mandated by governmental authorities. A pandemic may also result in governments worldwide enacting emergency preventive measures, such as the implementation of border closures, travel bans or restrictions, lock-downs, quarantine periods, vaccine mandates or passports, social distancing, testing requirements, stay-at-home and work-from-home policies and the temporary closure of non-essential businesses. These emergency measures and restrictions, and future measures and restrictions taken in response to a pandemic may cause material disruptions to businesses globally and have an adverse impact on global economic conditions and consumer confidence and spending, which could materially adversely affect our business.

Additionally, the onset of a pandemic may affect the financial viability of our clients, and could cause them to exit certain business lines, or change the terms on which they are willing to purchase services and solutions. Clients may also slow down decision-making, delay planned work, seek to terminate existing agreements, not renew existing agreements or be unable to pay us in accordance with the terms of existing agreements.

As a result of increased remote working arrangements due to a pandemic, the exposure to, and reliance on, networked systems and the internet can increase. This can lead to increased risk and frequency of cybersecurity incidents. Cybersecurity incidents can result from unintentional events or deliberate attacks by insiders or third parties, including cybercriminals, competitors, nation-states, and hacktivists. Any of these events could cause or contribute to risk and uncertainty and could adversely affect our business, results of operations and financial condition.

As a result of a pandemic, global equity and capital markets can experience significant volatility and weakness, leading governments and central banks to react with significant monetary and fiscal interventions designed to stabilize economic conditions.

It is not possible to reliably estimate the length and severity of a pandemic or any impact on our financial results, share price and financial condition in future periods. There can be no assurance that our actions taken in response to a pandemic will succeed in preventing or mitigating any negative impacts on our Company, employees, clients, contractors and business partners.

As a foreign private issuer who files using the multijurisdictional disclosure system (MJDS), we are subject to different U.S. securities laws and rules, which could limit our level of disclosure to investors.

We are a “foreign private issuer” for purposes of U.S. securities laws who files disclosure documents using the multijurisdictional disclosure system (MJDS) and, as a result, are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. In particular, we are exempt from the rules and regulations under the U.S. securities laws related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”). We also are exempt from the provisions of Regulation FD under the Exchange Act, which in certain circumstances prohibits the selective disclosure of material non-public information, although we generally attempt to comply with Regulation FD. These exemptions and leniencies may reduce the frequency and scope of information that we disclose relative to the information generally provided by U.S. domestic companies.

FISCAL 2024 RESULTS — 59

It may be difficult to enforce civil liabilities under U.S. securities laws.

The Company is governed by the Business Corporations Act (Quebec) and with its principal place of business in Canada. The enforcement by investors of civil liabilities under the U.S. securities laws may be affected adversely by the fact that we are organized under the laws of Canada, that some or all of our officers and directors may be residents of a foreign country, and that a substantial portion of our assets and those of said persons may be located outside the United States.

10.1.2. Risks Related to our Industry

The markets in which we operate are highly competitive.

CGI operates in a global marketplace in which competition among providers of IT services is vigorous. Some of our competitors possess greater financial, marketing and sales resources, and larger geographic scope in certain parts of the world than we do, which, in turn, provides them with additional leverage in the competition for contracts. In certain niche, regional or metropolitan markets, we face smaller competitors with specialized capabilities who may be able to provide competing services with greater economic efficiency. Some of our competitors have more significant operations than we do in lower cost countries that can serve as a platform from which to provide services worldwide on terms that may be more favourable. Increased competition among IT services firms often results in corresponding pressure on prices. There can be no assurance that we will succeed in providing competitively priced services at levels of service and quality that will enable us to maintain and grow our market share.

We derive significant revenue from contracts awarded through competitive bidding processes, which limit the Company’s ability to negotiate certain contractual terms and conditions. Risks related to competitive bidding processes also involve substantial cost and managerial time and effort spent by the Company to prepare bids and proposals for contracts that may or may not be awarded to the Company, as well as expenses and delays that may arise if the Company’s competitors protest or challenge awards made to the Company pursuant to competitive bidding processes.

Even when a contract is awarded to the Company following a competitive bidding process, we may fail to accurately estimate the resources and costs required to fulfill the contract.

We may not be able to continue developing and expanding service offerings to address emerging business demands and technology trends.

The rapid pace of change in all aspects of IT and the continually declining costs of acquiring and maintaining IT infrastructure mean that we must anticipate changes in our clients’ needs. To do so, we must adapt our services and our solutions so that we maintain and improve our competitive advantage and remain able to provide cost effective services and solutions. Offerings relating to digital, cloud and security services are examples of areas that are continually evolving, as well as changes and developments in artificial intelligence (including generative AI, as well as automation and machine learning) (AI). The markets in which we operate are extremely competitive and there can be no assurance that we will succeed in developing and adapting our business in a timely manner nor that we will be able to penetrate new markets successfully. If we do not keep pace with meeting the evolving needs of clients, including in the emerging field of AI, our ability to retain existing clients and gain new business may be adversely affected. As we expand our offerings of services and solutions, and as we expand such offerings into new markets, we may be exposed to operational, legal, regulatory, ethical, technological and other risks specific to such expanded services and solutions and such new markets. These factors may result in pressure on our revenue, net earnings and resulting cash flow from operations.

We may infringe on the intellectual property rights of others.

Despite our efforts, the steps we take to ensure that our services and offerings do not infringe on the intellectual property rights of third parties may not be adequate to prevent infringement and, as a result, claims may be asserted against us or our clients. We enter into licensing agreements for the right to use intellectual property and may otherwise offer indemnities against liability and damages arising from third-party claims of patent, copyright, trademark or trade secret infringement in respect of our own intellectual property or software or other solutions developed for our clients. In some instances, the amount of these indemnity

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claims could be greater than the revenue we receive from the client (see Indemnity provisions and guarantees in various agreements to which we are party may require us to compensate our counterparties). Intellectual property claims or litigation could be time-consuming and costly, harm our reputation, require us to enter into additional royalty or licensing arrangements, or prevent us from providing some solutions or services. Any limitation on our ability to sell or use solutions or services that incorporate software or technologies that are the subject of a claim could cause us to lose revenue-generating opportunities or require us to incur additional expenses to modify solutions for future projects.

We may be unable to protect our intellectual property rights.

Our success depends, in part, on our ability to protect our proprietary methodologies, processes, know-how, tools, techniques and other intellectual property that we use to provide our services. Although CGI takes reasonable steps (e.g. available copyright protection and, in some cases, patent protection) to protect and enforce its intellectual property rights, there is no assurance that such measures will be enforceable or adequate. The cost of enforcing our rights, or our inability to protect against infringement or unauthorized copying or use, can be substantial and, in certain cases, may prove to be uneconomic. In addition, the laws of some countries in which we conduct business may offer only limited intellectual property rights protection. Despite our efforts, the steps taken to protect our intellectual property may not be adequate to prevent or deter infringement or other misappropriation of intellectual property, and we may not be able to detect unauthorized use of our intellectual property, or take appropriate steps to enforce our intellectual property rights.

We face risks associated with benchmarking provisions within certain contracts.

Some of our managed IT and business process services contracts contain clauses allowing our clients to externally benchmark the pricing of agreed upon services against those offered by other providers in a peer comparison group. The uniqueness of the client environment should be factored in and, if results indicate a difference outside the agreed upon tolerance, we may be required to work with clients to reset the pricing for their services. There can be no assurance that benchmarks will produce accurate or reliable data, including pricing data. This may result in pressure on our revenue, net earnings and resulting cash flow from operations.

10.1.3. Risks Related to our Business

We may experience fluctuations in our financial results, making it difficult to predict future results.

Our ability to maintain and increase our revenue is affected not only by our success in implementing our Build and Buy growth strategy, but also by a number of other factors, which could cause the Company’s financial results to fluctuate. These factors include: (i) our ability to introduce and deliver new services and business solutions; (ii) our potential exposure to a lengthened sales cycle; (iii) the cyclicality of the purchases of our technology services and solutions; (iv) the nature of our client’s business (for example, if a client encounters financial difficulty (including as a result of external risks such as climate change or a pandemic), it may be forced to cancel, reduce or defer existing contracts with us); and (v) the structure of our agreements with clients (for example, some of CGI’s agreements with clients contain clauses allowing the clients to benchmark the pricing of services provided by CGI against the prices offered by other providers). These, and other factors, make it difficult to predict financial results for any given period.

Our revenues may be exposed to fluctuations based on our business mix.

The proportion of revenue that we generate from shorter-term system integration and consulting projects (SI&C), versus revenue from long-term managed IT and business process services contracts, will fluctuate at times, affected by acquisitions or other transactions. An increased exposure to revenue from SI&C projects may result in greater quarterly revenue variations, as the revenue from SI&C projects does not provide long-term consistency in revenue.

Our current operations are international in scope, subjecting us to a variety of financial, regulatory, cultural, political and social challenges.

We manage operations in numerous countries around the world including offshore delivery centers. The scope of our operations (including our offshore delivery centers) subjects us to issues that can negatively impact our operations, including:

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(i) currency fluctuations (see We may be adversely affected by currency fluctuations); (ii) the burden of complying with a wide variety of national and local laws (see Changes in the laws and regulations within the jurisdictions in which we operate may have a material adverse effect on our global business operations and profitability); (iii) the differences in and uncertainties arising from local business culture and practices; (iv) and political, social and economic instability. Any or all of these risks could impact our global business operations and cause our revenue and/or profitability to decline.

We may not be able to successfully implement and manage our growth strategy.

CGI’s Build and Buy growth strategy is founded on four pillars of growth: first, profitable organic growth through contract wins, renewals and extensions with new and existing clients in our targeted industries; second, the pursuit of new large long-term managed IT and business process services contracts; third, metro market acquisitions; and fourth, large transformational acquisitions.

Our ability to achieve organic growth is affected by a number of factors outside of our control, including a lengthening of our sales cycle for major managed IT and business process services contracts.

Our ability to grow through metro market and transformational acquisitions requires that we identify suitable acquisition targets that we correctly evaluate their potential as transactions that will meet our financial and operational objectives, and that we successfully integrate them into our business. There can, however, be no assurance that we will be able to identify suitable acquisition targets and consummate additional acquisitions that meet our economic thresholds, or that future acquisitions will be successfully integrated into our operations and yield the tangible accretive value that had been expected. If we are unable to implement our Build and Buy growth strategy, we will likely be unable to maintain our historic or expected growth rates.

We may be unable to integrate new operations, which could impact our ability to achieve our growth and profitability objectives.

The realization of anticipated benefits from mergers, acquisitions and related activities depends, in part, upon our ability to integrate the acquired business, the realization of synergies, efficient consolidation of the operations of the acquired businesses into our existing operations, cost management to avoid duplication, information systems integration, staff reorganization, establishment of controls, procedures and policies, performance of the management team and other employees of the acquired operations as well as cultural alignment.

The successful integration of new operations arising from our acquisition strategy or from large managed IT and business process services contracts requires that a substantial amount of management time and attention be focused on integration tasks. Management time that is devoted to integration activities may detract from management’s normal operations focus with resulting pressure on the revenues and earnings from our existing operations. In addition, we may face complex and potentially time-consuming challenges in implementing uniform standards, controls, procedures and policies across new operations when harmonizing their activities with those of our existing business units. Integration activities can result in unanticipated operational problems, expenses and liabilities.

Following an acquisition closing date, we may remain reliant on a target’s employee, good faith, expertise, historical performance, technical resources and information systems, proprietary information and judgment in providing any transitional services. Accordingly, we may continue to be exposed to adverse developments in the business and affairs of parties with whom we contract.

If we are not successful in executing our integration strategies in a timely and cost-effective manner, we will have difficulty achieving our growth and profitability objectives.

If we are unable to manage the organizational challenges associated with our size, we may not be able to achieve our growth and profitability objectives.

Our culture, standards, core values, internal controls and our policies need to be instilled across newly acquired businesses as well as maintained within our existing operations. To effectively communicate and manage these standards throughout a large global organization is both challenging and time consuming. Newly acquired businesses may be resistant to change and may remain attached to past methods, standards and practices which may compromise our business agility in pursuing

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opportunities. Cultural differences in various countries may also present barriers to introducing new ideas or aligning our vision and strategy with the rest of the organization. If we cannot overcome these obstacles in maintaining a strategic bond throughout the Company worldwide, we may not be able to achieve our growth and profitability objectives.

Material developments regarding our major commercial clients resulting from mergers or business acquisitions could impair our future prospects and growth strategy.

Consolidation among our clients resulting from mergers and acquisitions may result in loss or reduction of business when the successor business’ IT needs are served by another service provider or are provided by the successor company’s own employees. Growth in a client’s IT needs resulting from acquisitions or operations may mean that we no longer have a sufficient geographic scope or the critical mass to serve the client’s needs efficiently, resulting in the loss of the client’s business and impairing our future prospects. There can be no assurance that we will be able to achieve the objectives of our growth strategy in order to maintain and increase our geographic scope and critical mass in our targeted markets.

Legal proceedings could have a material adverse effect on our business, financial performance and reputation.

During the ordinary course of conducting our business, we may be threatened with, and/or become subject or a party to, a variety of litigation or other claims and suits that arise from time to time. These legal proceedings may involve current and former employees, clients, partners, subcontractors, suppliers, competitors, shareholders, government agencies or others through private actions, class actions, whistleblower claims, administrative proceedings, regulatory actions or other litigation. Regardless of the merits of the claims, the cost to defend current and future litigation may be significant, and such matters can be time-consuming and divert management’s attention and resources. The results of litigation, claims and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some or all of these legal disputes may result in materially adverse monetary damages, fines, penalties or injunctive relief against us. While we maintain insurance for certain liabilities, there is no assurance that such insurance coverage will be sufficient in type or amount to cover the costs, damages, liabilities or losses that can result from these litigations or claims.

Changes in our tax levels, as well as reviews, audits, investigations and tax proceedings or changes in tax laws or in their interpretation or enforcement, could have a material adverse effect on our net income or cash flow.

In estimating our income tax payable, management uses accounting principles to determine income tax positions that are likely to be sustained by applicable tax authorities. However, there is no assurance that our tax benefits or tax liability will not materially differ from our estimates or expectations. The tax legislation, regulation and interpretation that apply to our operations are continually changing. In addition, future tax benefits and liabilities are dependent on factors that are inherently uncertain and subject to change, including future earnings, future tax rates, and anticipated business mix in the various jurisdictions in which we operate. Moreover, our tax returns are continually subject to review by applicable tax authorities and we are subject to ongoing audits, investigations and tax proceedings in various jurisdictions. These tax authorities determine the actual amounts of taxes payable or receivable, of any future tax benefits or liabilities and of income tax expense that we may ultimately recognize. Tax authorities have disagreed and may in the future disagree with our income tax positions and are taking increasingly aggressive positions in respect of income tax positions, including with respect to intercompany transactions.

Our effective tax rate in the future could be adversely affected by challenges to intercompany transactions, changes in the value of deferred tax assets and liabilities, changes in tax law or in their interpretation or enforcement, changes in the mix of earnings in countries with differing statutory tax rates, the expiration of tax benefits and changes in accounting principles, including the introduction of the Pillar Two model rules designed to ensure large multinational corporations pay a minimum level of tax on income arising in each jurisdiction they operate. Tax rates in the jurisdictions in which we operate may change as a result of shifting economic conditions and tax policies.

A number of countries in which the Company does business have implemented, or are considering implementing, changes in relevant tax, accounting and other laws, regulations and interpretations and the overall tax environment has made it increasingly challenging for multinational corporations to operate with certainty about taxation in many jurisdictions.

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Any of the above factors could have a material adverse effect on our net income or cash flow by affecting our operations and profitability, our effective tax rate, the availability of tax credits, the cost of the services we provide, and the availability of deductions for operating losses.

Reductions, eliminations or amendments to government sponsored programs from which we currently benefit may have a material adverse effect on our net earnings or cash flow.

We benefit from government sponsored programs designed to support research and development, labour and economic growth in jurisdictions where we operate. Government programs reflect government policy and depend on various political and economic factors. There can be no assurance that such government programs will continue to be available to the Company in the future, or will not be reduced, amended or eliminated. Any future government program reductions or eliminations or other amendments to the tax credit programs could increase operating or capital expenditures incurred by the Company and have a material adverse effect on its net earnings or cash flow.

We are exposed to credit risks with respect to accounts receivable and work in progress.

In order to sustain our cash flow from operations, we must invoice and collect the amounts owed to us in an efficient and timely manner. Although we maintain provisions to account for anticipated shortfalls in amounts collected from clients, the provisions we take are based on management estimates and on our assessment of our clients’ creditworthiness which may prove to be inadequate in the light of actual results. To the extent that we fail to perform our services in accordance with our contracts and our clients’ reasonable expectations, and to the extent that we fail to invoice clients and to collect the amounts owed to the Company for our services correctly in a timely manner, our collections could suffer, which could materially adversely affect our revenue, net earnings and cash flow. In addition, a prolonged economic downturn may cause clients to curtail or defer projects, impair their ability to pay for services already provided, and ultimately cause them to default on existing contracts, in each case, causing a shortfall in revenue and impairing our future prospects.

We face risks associated with early termination, modification, delay or suspension of our contractual agreements, and our bookings and backlog may not be indicative of future revenues.

The early termination, modification, delay, or suspension of our contractual agreements may have a material adverse effect on future revenues and profitability. If we should fail to deliver our services according to contractual agreements, some of our clients could elect to terminate, modify, delay or suspend contracts before their agreed expiry date, which would result in a reduction of our revenues and/or earnings and cash flow and may impact the value of our bookings and backlog. In addition, a number of our managed IT and business process services contractual agreements have termination for convenience and change of control clauses according to which a change in the client’s intentions or a change in control of CGI could lead to a termination of these agreements. Early contract termination can also result from the exercise of a legal right or when circumstances that are beyond our control or beyond the control of our client prevent the contract from continuing. In cases of early termination, we may not be able to recover capitalized contract costs and we may not be able to eliminate ongoing costs incurred to support the contract.

We may not be able to successfully estimate the cost, timing and resources required to fulfill our contracts, which could have a material adverse effect on our net earnings.

In order to generate acceptable margins, our pricing for services is dependent on our ability to accurately estimate the costs and timing for completing projects or long-term managed IT and business process services contracts, which can be based on a client’s bid specification, sometimes in advance of the final determination of the full scope and design of the contract. In addition, a significant portion of our project-oriented contracts are performed on a fixed-price basis. Billing for fixed-price engagements is carried out in accordance with the contract terms agreed upon with our client, and revenue is recognized based on the percentage of effort incurred to date in relation to the total estimated efforts to be incurred over the duration of the respective contract. These estimates reflect our best judgement regarding the efficiencies of our methodologies and professionals as we plan to apply them to the contracts in accordance with the CGI Client Partnership Management Framework (CPMF), a framework that contains high standards of contract management to be applied throughout the Company. If we fail to apply the CPMF correctly or if we are unsuccessful in accurately estimating the time or resources

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required to fulfill our obligations under a contract, or if unexpected factors, including those outside of our control (such as labour shortages, supply chain or manufacturing disruptions, inflation, and other external risk factors), arise, there may be an impact on costs or the delivery schedule which could have a material adverse effect on our expected net earnings.

We rely on relationships with other providers in order to generate business and fulfill certain of our contracts; if we fail to maintain our relationships with these providers, our business, prospects, financial condition and operating results could be materially adversely affected.

We derive revenue from contracts where we enter into teaming agreements with other providers. In some teaming agreements we are the prime contractor whereas in others we act as a subcontractor. In both cases, we rely on our relationships with other providers to generate business and we expect to continue to do so in the foreseeable future. Where we act as prime contractor, if we fail to maintain our relationships with other providers, we may have difficulty attracting suitable participants in our teaming agreements. Similarly, where we act as subcontractor, if our relationships are impaired, other providers might reduce the work they award to us, award that work to our competitors, or choose to offer the services directly to the client in order to compete with our business. In either case, if we fail to maintain our relationship with these providers or if our relationship with these providers is otherwise impaired, our business, prospects, financial condition and operating results could be materially adversely affected.

Our profitability may be adversely affected if our partners are unable to deliver on their commitments.

Increasingly large and complex contracts may require that we rely on third party subcontractors including software and hardware vendors to help us fulfill our commitments. Under such circumstances, our success depends on the ability of the third parties to perform their obligations within agreed upon budgets and timeframes. If our partners fail to deliver, our ability to complete the contract may be adversely affected, which could have an unfavourable impact on our profitability.

Indemnity provisions and guarantees in various agreements to which we are party may require us to compensate our counterparties.

In the normal course of business, we enter into agreements that may provide for indemnification and guarantees to counterparties in transactions such as consulting and managed IT and business process services, business divestitures, lease agreements and financial obligations. These indemnification undertakings and guarantees may require us to compensate counterparties for costs and losses incurred as a result of various events, including breaches of representations and warranties, intellectual property right infringement, claims that may arise while providing services or as a result of litigation that may be suffered by counterparties. If we are required to compensate counterparties due to such arrangements and our insurance does not provide adequate coverage, our business, prospects, financial condition and results of operations could be materially adversely affected.

We may not be able to hire or retain enough qualified IT professionals to support our operations.

There is strong demand for qualified individuals in the IT industry. Hiring and retaining a sufficient number of individuals with the desired knowledge and skill set may be difficult. Therefore, it is important that we remain able to successfully attract and retain highly qualified professionals and establish an effective succession plan. If our comprehensive programs aimed at attracting and retaining qualified and dedicated professionals do not ensure that we have staff in sufficient numbers and with the appropriate training, expertise and suitable government security clearances required to serve the needs of our clients, we may have to rely on subcontractors or transfers of staff to fill resulting gaps. If our succession plan fails to identify those with potential or to develop these key individuals, we may be unable to replace key employees who retire or leave the Company and may be required to recruit and/or train new employees. This might result in lost revenue or increased costs, thereby putting pressure on our net earnings.

If we fail to retain our key employees and management, our business could be adversely affected.

The success of our business, in part, depends on the continued employment of certain key employees and senior management. This dependence is important to our business being that personal relationships are fundamental in obtaining and maintaining client engagements. While our Board of Directors annually reviews our succession plan, if we fail to establish

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an effective succession plan, or if key employees or senior management were unable or unwilling to continue employment, our business could be adversely affected until qualified replacements are retained.

We may be unable to maintain our human resources utilization rates.

In order to maintain our net earnings, it is important that we maintain the appropriate availability of professional resources in each of our geographies by having a high utilization rate while still being able to assign additional resources to new work. Maintaining an efficient utilization rate requires us to forecast our need for professional resources accurately and to manage recruitment activities, professional training programs, attrition rates and restructuring programs appropriately. To the extent that we fail to do so, or to the extent that laws and regulations restrict our ability to do so, our utilization rates may be reduced; thereby having an impact on our revenue and profitability. Conversely, we may find that we do not have sufficient resources to deploy against new business opportunities in which case our ability to grow our revenue would suffer.

If the business awarded to us by various U.S. federal government departments and agencies is limited, reduced or eliminated, our business, prospects, financial condition and operating results could be materially and adversely affected.

We derive a significant portion of our revenue from the services we provide to various U.S. federal government departments and agencies. We expect that this will continue for the foreseeable future. There can be, however, no assurance that each such U.S. federal government department and agency will continue to utilize our services to the same extent, or at all in the future. In the event that a major U.S. federal government department or agency were to limit, reduce, or eliminate the business it awards to us, we might be unable to recover the lost revenue with work from other U.S. federal government departments or agencies or other clients, and our business, prospects, financial condition and operating results could be materially and adversely affected. Although IFRS Accounting Standards considers a national government and its departments and agencies as a single client, our client base in the U.S. government economic sector is in fact diversified with contracts from many different departments and agencies.

Changes in government spending policies or budget priorities could directly affect our financial performance. Among the factors that could harm our government contracting business are: the curtailment of governments’ use of consulting and IT services firms; a significant decline in spending by governments in general, or by specific departments or agencies in particular; the adoption of new legislation and/or actions affecting companies that provide services to governments; delays in the payment of our invoices by government; and general economic and political conditions. These or other factors could cause government agencies and departments to reduce their purchases under contracts, to exercise their right to terminate contracts, to issue temporary stop work orders, or not to exercise options to renew contracts, any of which would cause us to lose future revenue. Government spending reductions or budget cutbacks at these departments or agencies could materially harm our continued performance under these contracts, or limit the awarding of additional contracts from these agencies.

Changes in the laws and regulations within the jurisdictions in which we operate may have a material adverse effect on our global business operations and profitability.

Our global operations require us to be compliant with laws and regulations in many jurisdictions on matters such as: anti-corruption, trade restrictions, immigration, taxation, securities, antitrust, data privacy, labour relations, and the environment, amongst others. Complying with these diverse requirements worldwide is a challenge and consumes significant resources. The laws and regulations frequently change and some may impose conflicting requirements which may expose us to penalties for non-compliance and harm our reputation. Furthermore, in some jurisdictions, we may face the absence of effective laws and regulations to protect our intellectual property rights and there may be restrictions on the movement of cash and other assets, on the import and export of certain technologies, and on the repatriation of earnings. Any or all of these risks could impact our global business operations and cause our profitability to decline.

Our business with the U.S. federal government departments and agencies also requires that we comply with complex laws and regulations relating to government contracts. These laws and regulations relate to the integrity of the procurement process, impose disclosure requirements, and address national security concerns, among other matters. For instance, we are routinely subject to audits by U.S. government departments and agencies with respect to compliance with these rules. If we fail to

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comply with these requirements we may incur penalties and sanctions, including contract termination, suspension of payments, suspension or debarment from doing business with the federal government, and fines.

There can be no assurance that our ethics and compliance practices will be sufficient to prevent violations of legal and ethical standards.

Our employees, officers, directors, suppliers and other business partners are expected to comply with applicable legal and ethical standards including, without limitation, anti-bribery laws, as well as with our governance policies and contractual obligations. Failure to comply with such laws, policies and contractual obligations could expose us to litigation and significant fines and penalties, and result in reputational harm or being disqualified from bidding on contracts. While we have developed and implemented strong ethics and compliance practices, including through our Code of Ethics, which must be observed by all of our employees, our Third Party Code of Ethics as well as ethics and compliance trainings, there can be no assurance that such practices and measures will be sufficient to prevent violations of legal and ethical standards. Any such failure or violation could have an adverse effect on our business, financial performance and reputation. This risk of improper conduct may increase as we continue to expand globally, with greater opportunities and demands to do more business with local and new partners.

Changes to, and delays or defects in, our client projects and solutions may subject us to legal liability, which could materially adversely affect our business, operating results and financial condition and may negatively affect our professional reputation.

We create, implement and maintain IT solutions that are often critical to the operations of our clients’ business. Our ability to complete large projects as expected could be adversely affected by unanticipated delays, renegotiations, and changing client requirements. Also, our solutions may suffer from defects that adversely affect their performance; they may not meet our clients’ requirements or may fail to perform in accordance with applicable service levels. Such problems could subject us to legal liability, which could materially adversely affect our business, operating results and financial condition, and may negatively affect our professional reputation. While we typically use reasonable efforts to include provisions in our contracts which are designed to limit our exposure to legal claims relating to our services and the applications we develop, we may not always be able to include such provisions and, where we are successful, such provisions may not protect us adequately or may not be enforceable under some circumstances or under the laws of some jurisdictions.

We are subject to stringent and changing privacy laws, regulations and standards, information security policies and contractual obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could expose us to government sanctions and cause damage to our brand and reputation.

Our business often requires that our clients’ applications and information, which may include their proprietary information and personal information they manage, be processed and stored on our networks and systems, and in data centers that we manage. We also process and store proprietary information relating to our business, and personal information relating to our employees. The Company is subject to numerous laws and regulations designed to protect information, such as the European Union’s General Data Protection Regulation (GDPR), various laws and regulations in Canada, the U.S. and other countries in which the Company operates governing the protection of health or other personally identifiable information and data privacy. These laws and regulations are increasing in number and complexity and are being adopted and amended with greater frequency, which results in greater compliance risk and cost. The potential financial penalties for non-compliance with these laws and regulations have significantly increased with the adoption of the GDPR. The Company’s Chief Data Protection Officer oversees the Company’s compliance with the laws that protect the privacy of personal information. The Company faces risks inherent in protecting the security of such personal data which have grown in complexity, magnitude and frequency in recent years. Digital information and equipment are subject to loss, theft or destruction, and services that we provide may become temporarily unavailable as a result of those risks, or upon an equipment or system malfunction. The causes of such failures include human error in the course of normal operations (including from advertent or inadvertent actions or inactions by our employees), maintenance and upgrading activities, as well as hacking, vandalism (including denial of service attacks and computer viruses), theft, and unauthorized access, as well as power outages or surges, floods, fires, natural disasters and many other causes. The measures that we take to protect against all information infrastructure risks, including both physical and logical controls on access to premises and information may prove in some circumstances to be inadequate to prevent the

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improper disclosure, loss, theft, misappropriation of, unauthorized access to, or destruction of client information, or service interruptions. Such events may expose the Company to financial loss arising from the costs of remediation and those arising from litigation from our clients and third parties (including under the laws that protect the privacy of personal information), claims and damages, as well as expose the Company to government sanctions and damage to our brand and reputation.

We could face legal, reputational and financial risks if we fail to protect our and/or client data from security incidents or cyberattacks.

The volume, velocity and sophistication of security threats and cyber-attacks continue to grow. This includes criminal hackers, hacktivists, state-sponsored organizations, industrial espionage, employee misconduct, and human or technological errors. The current geopolitical instability, as well as the adoption of emerging technologies, such as AI, has exacerbated these threats, which could lead to increased risk and frequency of security and cybersecurity incidents.

As a global IT and business consulting firm providing services to private and public sectors, we process and store increasingly large amounts of data for our clients, including proprietary information and personal information. These activities could increase through the use of AI. Consequently, our business could be negatively impacted by physical and cyber threats, which could affect our future sales and financial position or increase our costs. An unauthorized disclosure of sensitive or confidential client or employee information, including cyber-attacks or other security breaches, could cause a loss of data, give rise to remediation or other expenses, expose us to liability under federal and state laws, and subject us to litigation and investigations, which could have an adverse effect on our business, cash flows, financial condition and results of operations. These security risks to the Company include potential attacks not only of our own solutions, services and systems, but also those of our clients, contractors, business partners, vendors and other third parties. Moreover, the use of AI may give rise to issues and risks related to harmful content, inaccurate content, bias, intellectual property right infringement or misappropriation, data privacy and cybersecurity, among others, and may also bring the possibility of ethical concerns and/or new or enhanced governmental or regulatory scrutiny, litigation or other legal liability.

The Company’s Chief Security Officer is responsible for overseeing the security of the Company. Any local issue in a business unit could have a global impact on the entire Company, thus visibility and timely escalation on potential issues are key. We seek to detect and investigate all security incidents and to prevent their occurrence or recurrence, by: (i) developing and regularly reviewing policies and standards related to information security, data privacy, physical security and business continuity; (ii) monitoring the Company’s performance against these policies and standards; (iii) developing strategies intended to seek to mitigate the Company’s risks, including through security trainings for all employees to increase awareness of potential cyber threats; (iv) implementing security measures to ensure an appropriate level of control based on the nature of the information and the inherent risks attached thereto, including through access management, security monitoring and testing to mitigate and help detect and respond to attempts to gain unauthorized access to information systems and networks; and (v) working with the industry and governments against cyber threats. However, because of the evolving nature and sophistication of these security threats, there can be no assurance that our safeguards will detect or prevent the occurrence of material cyber breaches, intrusions or attacks.

We are regularly the target of attempted cyber and other security threats and must continuously monitor and develop our information technology networks and infrastructure to detect, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have a security and reputational impact. If security protection does not evolve at the same pace as threats, a growing gap on our level of protection will be created. Technology evolution and global trends like digital transformation, cloud and mobile computing amongst others are disrupting the security operating model, thus security should evolve to address new relevant security requirements and build new capabilities to address the changes. Increasing detection and automated response capabilities are key to improve visibility and contain any negative potential impact. Automating security processes and integrating with IT, business and security solutions could address shortage of technical security staff and avoid introducing human intervention and errors.

Insider or employee cyber and security threats are increasingly a concern for all large companies, including ours. CGI is continuously working to install new, and upgrade its existing, information technology systems and provide employees awareness training around phishing, malware, and other cyber risks to ensure that the Company is protected, to the greatest extent possible, against cyber risks and security breaches. While CGI selects third-party vendors carefully, it does not control

68 — MANAGEMENT’S DISCUSSION AND ANALYSIS

their actions. Any problems caused by these third parties, including those resulting from breakdowns or other disruptions in communication services provided by a vendor, failure of a vendor to handle current or higher volumes, cyber-attacks and security breaches at a vendor could adversely affect our ability to deliver solutions and services to our clients and otherwise conduct business.

The Company and certain of its clients, contractors, business partners, vendors and other third parties use open-source services, which can entail risk to end-user security. These open source projects are often created and maintained by volunteers, who do not always have adequate resources and employees for incident response and proactive maintenance even as their projects are critical to the internet economy. Vulnerabilities discovered in these open source services can be exploited by attackers, which could compromise our system infrastructure and/or lead to a loss or breach of personal and/or proprietary information, financial loss, and other irreversible harm.

While our liability insurance policy covers cyber risks, there is no assurance that such insurance coverage will be sufficient in type or amount to cover the costs, damages, liabilities or losses that can result from security breaches, cyber-attacks and other related breaches. As the cyber threat landscape evolves, and CGI and our clients increase our digital footprint, we may find it necessary to make additional significant investments to protect data and infrastructure. Occurrence of any of the aforementioned security threats could expose the Company, our clients or other third parties to potential liability, litigation, and regulatory action, in addition to loss of client confidence, loss of existing or potential clients, loss of sensitive government contracts, damage to brand and reputation, and other financial loss.

Damage to our reputation may harm our ability to obtain new clients and retain our existing clients.

CGI’s reputation as a capable and trustworthy service provider and long-term business partner is key to our ability to compete effectively in the market for IT services. The nature of our operations exposes us to the potential loss, unauthorized access to, or destruction of our clients’ information, as well as temporary service interruptions. Depending on the nature of the information or services, such events may have a negative impact on how the Company is perceived in the marketplace. Under such circumstances, our ability to obtain new clients and retain existing clients could suffer with a resulting impact on our revenue and net earnings.

Our inability to meet regulatory requirements and/or stakeholders expectations of disclosure, management and implementation of ESG initiatives and standards, could have an adverse effect on our business.

Perceptions with respect to environmental, social and governance approaches have changed and certain shareholders, investors, clients, employees and other stakeholders agree that these issues have become a current and imminent concern. As such, perceptions of our operations held by our stakeholders may depend, in part, on the ESG initiatives and standards that we have chosen to implement, and whether or not we meet them.

We are subject to evolving regulatory requirements and have set a number of ambitious ESG commitments and targets to monitor our ESG performance and align our strategic imperatives, including without limitation, our commitment to net-zero carbon emissions as defined under Scope 1, 2, and the business travel of Scope 3 of the greenhouse gas protocol. Our ability to meet these requirements and to achieve these commitments and targets depends on many factors and is subject to many risks that could cause our assumptions or estimates to be inaccurate and cause actual results or events to differ materially from those expressed in, or implied by, these commitments and targets. Failure to effectively manage and sufficiently report ESG matters could lead to negative business, financial, legal and regulatory consequences for the Company.

Our revenue and profitability may decline and the accuracy of our financial reporting may be impaired if we fail to design, implement, monitor and maintain effective internal controls.

Due to the inherent limitations of internal controls including the circumvention or overriding of controls, or fraud, there can only be reasonable assurance that the Company’s internal controls will detect and prevent a misstatement. If the Company is unable to design, implement, monitor and maintain effective internal controls throughout its different business environments, the efficiency of our operations might suffer, resulting in a decline in revenue and profitability, and the accuracy of our financial reporting could be impaired.

FISCAL 2024 RESULTS — 69

Future funding requirements may affect our business and growth opportunities and we may not have access to favourable financing opportunities in the future.

The Company’s future growth is contingent on the execution of its business strategy, which, in turn, is dependent on its ability to grow the business organically as well as through business acquisitions. In the event we would need to raise additional funds through equity or debt financing to fund any currently unidentified or unplanned future acquisitions and other growth opportunities, there can be no assurance that such financing will be available in amounts and on terms acceptable to us. Factors such as capital market disruptions, inflation, recession, political, economic and financial market instability, government policies, central bank monetary policies, and changes to bank regulations, could reduce the availability of capital or increase the cost of such capital. Our ability to raise the required funding depends on prevailing market conditions, the capacity of the capital markets to meet our equity and/or debt financing needs in a timely fashion and on the basis of interest rates and/or share prices that are reasonable in the context of our commercial objectives. Increasing interest rates, volatility in our share price, rising inflation, and the capacity of our current lenders to meet our additional liquidity requirements are all factors that may have a material adverse effect on any acquisitions or growth activities that we may, in the future, identify or plan. If we are unable to obtain the necessary funding, we may be unable to achieve our growth objectives.

The inability to service our debt and other financial obligations, or our inability to fulfill our financial covenants, could have a material adverse effect on our business, financial condition and results of operations.

The Company has a substantial amount of debt and significant interest payment requirements. A portion of cash flows from operations goes to the payment of interest on the Company’s indebtedness. The Company’s ability to service its debt and other financial obligations is affected by prevailing economic conditions in the markets that we serve and financial, business and other factors, many of which are beyond our control. We may be unable to generate sufficient cash flow from operations and future borrowings or other financing may be unavailable in an amount sufficient to enable us to fund our future financial obligations or our other liquidity needs. In addition, we are party to a number of financing agreements, including our credit facilities, and the indentures governing our senior unsecured notes, which agreements, indentures and instruments contain financial and other covenants, including covenants that require us to maintain financial ratios and/or other financial or other covenants. If we were to breach the covenants contained in our financing agreements, we may be required to redeem, repay, repurchase or refinance our existing debt obligations prior to their scheduled maturity and our ability to do so may be restricted or limited by the prevailing conditions in the capital markets, available liquidity and other factors. Our inability to service our debt and other financial obligations, or our inability to fulfill our financial or other covenants in our financing agreements, could have an adverse effect on our business, financial condition and results of operations.

We may be adversely affected by interest rate fluctuations.

Although a significant portion of the Company’s indebtedness bears interest at fixed rates, the Company remains exposed to interest rate risk under certain of its credit facilities. If interest rates increase, debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and net income and cash flows would decrease, which could materially adversely affect the Company’s financial condition and operating results.

Changes in the Company’s creditworthiness or credit ratings could affect the cost at which the Company can access capital or credit markets.

The Company and each of the U.S. dollar denominated and Canadian dollar denominated senior unsecured notes received credit ratings. Credit ratings are generally evaluated and determined by independent third parties and may be impacted by events outside of the Company’s control, as well as other material decisions made by the Company. Credit rating agencies perform independent analysis when assigning credit ratings and such analysis includes a number of criteria. Such criteria are reviewed on an on-going basis and are therefore subject to change. Any rating assigned to the Company or to our debt securities may be revised or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Real or anticipated changes in the perceived creditworthiness of the Company and/or in the credit rating of its debt obligations could affect the market value of such debt obligations and the ability of the Company to access capital or credit markets, and/or the cost at which it can do so.

70 — MANAGEMENT’S DISCUSSION AND ANALYSIS

We may be adversely affected by currency fluctuations.

The majority of our revenue and costs are denominated in currencies other than the Canadian dollar. Foreign exchange fluctuations impact the results of our operations as they are reported in Canadian dollars. This risk is partially mitigated by a natural hedge in matching our costs with revenue denominated in the same currency and through the use of derivatives in our global hedging strategy. However, as we continue our global expansion, natural hedges may begin to diminish and the use of hedging contracts exposes us to the risk that financial institutions could fail to perform their obligations under our hedging instruments. Furthermore, there can be no assurance that our hedging strategy and arrangements will offset the impact of fluctuations in currency exchange rates, which could materially adversely affect our business revenues, results of operations, financial condition or prospects. Other than the use of financial products to deliver on our hedging strategy, we do not trade derivative financial instruments.

Our functional and reporting currency is the Canadian dollar. As such, our European, U.S., U.K., Asian and Australian investments, operations and assets are exposed to net change in currency exchange rates. Volatility in exchange rates could have an adverse effect on our business, financial condition and results of operations.

Our ability to declare and pay dividends is subject to discretion and future performance.

We have announced a dividend program providing for a cash dividend on our Class A Shares and our Class B shares (multiple voting). There can be no assurance as to our ability to declare and pay dividends in accordance with the dividend program, whether or when we will declare and pay dividends in the future, or the frequency or amount of any such dividend. Our ability to declare and pay dividends will depend on various factors that are not presently known, including our future operating cash flows, sources of capital, the satisfaction of solvency tests and other financial requirements, our operations and financial results, our potential alternative uses of cash, such as acquisitions, our ability to repatriate cash from our subsidiaries, as well as our periodic review of our dividend program and other policies.

10.2. LEGAL PROCEEDINGS

The Company is involved in legal proceedings, audits, claims and litigation arising in the ordinary course of its business. Certain of these matters seek damages in significant amounts. Although the outcome of such matters is not predictable with assurance, the Company has no reason to believe that the disposition of any such current matter could reasonably be expected to have a material adverse effect on the Company’s financial position, results of operations or the ability to carry on any of its business activities.

Transfer Agent

Computershare Investor Services Inc.

+1(800) 564-6253

Investor Relations

Kevin Linder

Senior Vice-President, Investor Relations

Telephone: +1(905) 973-8363

kevin.linder@cgi.com

1350 René-Lévesque Boulevard West

25^th Floor

Montréal, Quebec

H3G 1T4

Canada

cgi.com

FISCAL 2024 RESULTS — 71

Management’s and Auditors’ Reports

MANAGEMENT’S STATEMENT OF RESPONSIBILITY FOR FINANCIAL REPORTING

The management of CGI Inc. (the Company) is responsible for the preparation and integrity of the consolidated financial statements and the Management’s Discussion and Analysis (MD&A). The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and necessarily include some amounts that are based on management’s best estimates and judgement. Financial and operating data elsewhere in the MD&A are consistent with that contained in the accompanying consolidated financial statements.

To fulfill its responsibility, management has developed, and continues to maintain, systems of internal controls reinforced by the Company’s standards of conduct and ethics, as set out in written policies to ensure the reliability of the financial information and to safeguard its assets. The Company’s consolidated financial statements and the effectiveness of internal control over financial reporting are subject to audits by an Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP, whose report follows. PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm appointed by our shareholders upon the recommendation of the Audit and Risk Management Committee of the Board of Directors, has performed independent audits of the consolidated balance sheets as at September 30, 2024 and 2023 and the related consolidated statements of earnings, comprehensive income, changes in equity and cash flows for the years ended September 30, 2024 and 2023 and the effectiveness of our internal control over financial reporting as at September 30, 2024.

Members of the Audit and Risk Management Committee of the Board of Directors, all of whom are independent of the Company, meet regularly with PricewaterhouseCoopers LLP and with management to discuss internal controls in the financial reporting process, auditing matters and financial reporting issues and formulate the appropriate recommendations to the Board of Directors. PricewaterhouseCoopers LLP has full and unrestricted access to the Audit and Risk Management Committee. The consolidated financial statements and MD&A have been reviewed and approved by the Board of Directors.



François Boulanger President and Chief Executive Officer		Steve Perron Executive Vice-President and Chief Financial Officer

November 5, 2024

72 — CONSOLIDATED FINANCIAL STATEMENTS

Management’s and Auditors’ Reports

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed, under the supervision of and with the participation of the President and Chief Executive Officer as well as the Executive Vice-President and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external reporting purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).

The Company’s internal control over financial reporting includes policies and procedures that:

- Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the assets of the Company;

- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with IFRS Accounting Standards, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and,

- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.

All internal control systems have inherent limitations; therefore, even where internal control over financial reporting is determined to be effective, it can provide only reasonable assurance. Projections of any evaluation of effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s assessment and conclusion on the effectiveness of internal controls over financial reporting excludes the controls, policies and procedures of Aeyon LLC (Aeyon), the control of which was acquired on September 13, 2024. Aeyon’s results since the acquisition date represented 0.1% of revenue for the year ended September 30, 2024 and constituted 3.2% of total assets as at September 30, 2024.

Management, under the supervision of and with the participation of the President and Chief Executive Officer as well as the Executive Vice-President and Chief Financial Officer, conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has determined the Company’s internal control over financial reporting as at September 30, 2024 was effective.

The effectiveness of the Company’s internal control over financial reporting as of September 30, 2024 has been audited by PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm, as stated in their report which appears herein.



François Boulanger President and Chief Executive Officer		Steve Perron Executive Vice-President and Chief Financial Officer

November 5, 2024

FISCAL 2024 RESULTS — 73

Management’s and Auditors’ Reports

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of CGI Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of CGI Inc. and its subsidiaries (the Company) as of September 30, 2024 and 2023, and the related consolidated statements of earnings, of comprehensive income, of changes in equity and of cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and its financial performance and its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

74 — CONSOLIDATED FINANCIAL STATEMENTS

Management’s and Auditors’ Reports

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (continued)

Basis for Opinions (continued)

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As described in the Management’s Report on Internal Control over Financial Reporting, management has excluded Aeyon LLC (Aeyon) from its assessment of internal control over financial reporting as of September 30, 2024, because it was acquired by the Company in a purchase business combination on September 13, 2024. We have also excluded Aeyon from our audit of internal control over financial reporting. Aeyon is a wholly owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 3.2% and 0.1%, respectively, of the related consolidated financial statement amounts as of and for the year ended September 30, 2024.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the Audit and Risk Management Committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

FISCAL 2024 RESULTS — 75

Management’s and Auditors’ Reports

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (continued)

Critical Audit Matters (continued)

Revenue Recognition - Estimates of total expected labour costs for business and strategic information technology (IT) consulting and systems integration services under fixed-fee arrangements

As described in notes 3 and 29 to the consolidated financial statements, the Company recognizes revenue for business and strategic IT consulting and systems integration services under fixed-fee arrangements using the percentage-of-completion method over time. For the year ended September 30, 2024, revenue under fixed-fee arrangements makes up a portion of the Company’s business and strategic IT consulting and systems integration services revenues of $6,634,295,000. The selection of the measure of progress towards completion requires management’s judgement and is based on the nature of the services to be provided. As disclosed by management, the Company relies on estimates of total expected labour costs, which are compared to labour costs incurred to date, to arrive at an estimate of the progress to completion which determines the percentage of revenue earned to date. Management regularly reviews underlying estimates of total expected labour costs. Management has disclosed that there are many factors that can affect the estimates of total expected labour costs, including, but not limited to, changes in scope of the contracts, delays in reaching milestones, and complexities in project delivery.

The principal considerations for our determination that performing procedures relating to Revenue Recognition – Estimates of total expected labour costs for business and strategic IT consulting and systems integration services under fixed-fee arrangements is a critical audit matter are (i) there was significant judgement by management when developing the estimates of total expected labour costs; and (ii) there was auditor judgement and effort in performing procedures to evaluate the estimates of total expected labour costs, including the assessment of management’s judgement about the Company’s ability to properly assess the factors that can affect the estimates of total expected labour costs.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the determination of estimates of total expected labour costs. These procedures also included, among others, evaluating and testing management’s process, on a sample basis, for determining the estimates of total expected labour costs determined by management by (i) testing total labour costs incurred to supporting evidence; (ii) performing a comparison of the sum of total labour costs incurred and the total expected labour costs to complete to the originally estimated costs; and (iii) evaluating the process of the timely identification of factors that can affect the total expected labour costs including, but not limited to, changes to the scope of the contracts, delays in reaching milestones, and complexities in project delivery.

/s/ PricewaterhouseCoopers LLP

Montréal, Canada

November 5, 2024

We have served as the Company’s auditor since 2019.

76 — CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Earnings

For the years ended September 30

(in thousands of Canadian dollars, except per share data)


	Notes	2024		2023
			$		$

Revenue	29		14,676,152		14,296,360

Operating expenses

Costs of services, selling and administrative	23		12,259,730		11,982,421

Acquisition-related and integration costs	27c		5,866		53,401

Cost optimization program	25		91,063		8,964

Net finance costs	26		27,889		52,463

Foreign exchange loss			653		1,198

			12,385,201		12,098,447

Earnings before income taxes			2,290,951		2,197,913

Income tax expense	16		598,236		566,664

Net earnings			1,692,715		1,631,249

Earnings per share

Basic earnings per share	21		7.42		6.97

Diluted earnings per share	21		7.31		6.86

See Notes to the Consolidated Financial Statements.

FISCAL 2024 RESULTS — 77

Consolidated Statement of Comprehensive Income

For the years ended September 30

(in thousands of Canadian dollars)


	2024			2023
		$			$

Net earnings		1,692,715			1,631,249

Items that will be reclassified subsequently to net earnings (net of income taxes):

Net unrealized gains on translating financial statements of foreign operations		361,938			242,789

Net losses on cross-currency swaps and on translating long-term debt designated as hedges of net investments in foreign operations		(63,308	)		(53,959	)

Deferred gains (costs) of hedging on cross-currency swaps		5,490			(14,733	)

Net unrealized losses on cash flow hedges		(18,454	)		(18,750	)

Net unrealized gains on financial assets at fair value through other comprehensive income		5,859			660

Items that will not be reclassified subsequently to net earnings (net of income taxes):

Net remeasurement gains (losses) on defined benefit plans		753			(36,778	)

Other comprehensive income		292,278			119,229

Comprehensive income		1,984,993			1,750,478

See Notes to the Consolidated Financial Statements.

78 — CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheet

For the years ended September 30

(in thousands of Canadian dollars)


	Notes	2024		2023
			$		$
Assets

Current assets

Cash and cash equivalents	28e and 32		1,461,145		1,568,291

Accounts receivable	4 and 32		1,398,402		1,425,117

Work in progress			1,208,095		1,143,685

Current financial assets	32		8,334		103,463

Prepaid expenses and other current assets			211,279		198,377

Income taxes			23,271		6,067
Total current assets before funds held for clients			4,310,526		4,445,000

Funds held for clients	5		506,780		488,727
Total current assets			4,817,306		4,933,727

Property, plant and equipment	6		366,823		389,276

Right-of-use assets	7		466,115		482,321

Contract costs	8		344,029		308,446

Intangible assets	9		718,575		623,103

Other long-term assets	10		110,440		84,776

Long-term financial assets	11		149,237		147,968

Deferred tax assets	16		242,567		105,432

Goodwill	12		9,470,376		8,724,450
			16,685,468		15,799,499

Liabilities

Current liabilities

Accounts payable and accrued liabilities			999,790		924,659

Accrued compensation and employee-related liabilities			1,165,903		1,100,566

Deferred revenue			536,788		488,761

Income taxes			150,300		250,869

Current portion of long-term debt	14		999		1,158,971

Current portion of lease liabilities			150,252		198,857

Provisions	13		27,471		24,965

Current derivative financial instruments	32		13,073		4,513
Total current liabilities before clients’ funds obligations			3,044,576		4,152,161

Clients’ funds obligations			504,515		493,638
Total current liabilities			3,549,091		4,645,799

Long-term debt	14		2,687,309		1,941,350

Long-term lease liabilities			469,843		443,106

Long-term provisions	13		18,951		19,198

Other long-term liabilities	15		301,082		243,592

Long-term derivative financial instruments	32		19,704		1,700

Deferred tax liabilities	16		21,132		31,081

Retirement benefits obligations	17		190,366		163,379
			7,257,478		7,489,205
Equity

Retained earnings			7,129,370		6,329,107

Accumulated other comprehensive income	18		451,253		158,975

Capital stock	19		1,470,333		1,477,180

Contributed surplus			377,034		345,032
			9,427,990		8,310,294
			16,685,468		15,799,499

See Notes to the Consolidated Financial Statements.



Approved by the Board of Directors	François Boulanger	Serge Godin

	Director	Director

FISCAL 2024 RESULTS — 79

Consolidated Statements of Changes in Equity

For the years ended September 30

(in thousands of Canadian dollars)


	Notes	Retained earnings			Accumulated other comprehensive income		Capital stock			Contributed surplus			Total equity

			$			$		$			$			$

Balance as at September 30, 2023			6,329,107			158,975		1,477,180			345,032			8,310,294

Net earnings			1,692,715			—		—			—			1,692,715

Other comprehensive income			—			292,278		—			—			292,278

Comprehensive income			1,692,715			292,278		—			—			1,984,993

Share-based payment costs			—			—		—			67,840			67,840

Income tax impact associated with share-based payments			—			—		—			9,735			9,735

Exercise of stock options	19		—			—		91,800			(15,265	)		76,535

Exercise of performance share units	19		823			—		14,078			(30,308	)		(15,407	)

Purchase for cancellation of Class A subordinate voting shares, net of tax	19		(893,275	)		—		(45,878	)		—			(939,153	)

Purchase of Class A subordinate voting shares held in trusts	19		—			—		(66,847	)		—			(66,847	)

Balance as at September 30, 2024			7,129,370			451,253		1,470,333			377,034			9,427,990

	Notes	Retained earnings			Accumulated other comprehensive income		Capital stock			Contributed surplus			Total equity

			$			$		$			$			$

Balance as at September 30, 2022			5,425,005			39,746		1,493,169			314,804			7,272,724

Net earnings			1,631,249			—		—			—			1,631,249

Other comprehensive income			—			119,229		—			—			119,229

Comprehensive income			1,631,249			119,229		—			—			1,750,478

Share-based payment costs			—			—		—			58,214			58,214

Income tax impact associated with share-based payments			—			—		—			14,423			14,423

Exercise of stock options	19		—			—		106,051			(17,735	)		88,316

Exercise of performance share units	19		(2,885	)		—		13,680			(24,674	)		(13,879	)

Purchase for cancellation of Class A subordinate voting shares	19		(725,538	)		—		(61,368	)		—			(786,906	)

Unrealized commitment to purchase Class A subordinate voting shares			1,276			—		103			—			1,379

Purchase of Class A subordinate voting shares held in trusts	19		—			—		(74,455	)		—			(74,455	)

Balance as at September 30, 2023			6,329,107			158,975		1,477,180			345,032			8,310,294

See Notes to the Consolidated Financial Statements.

80 — CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Cash Flows

For the years ended September 30

(in thousands of Canadian dollars)


	Notes	2024			2023

			$			$
Operating activities

Net earnings			1,692,715			1,631,249

Adjustments for:

Amortization, depreciation and impairment	24		536,859			519,648

Deferred income tax recovery	16		(146,100	)		(109,496	)

Foreign exchange gain			(11,043	)		(766	)

Share-based payment costs			67,840			58,214

Gain on sale of property, plant and equipment and on lease terminations			(284	)		(3,065	)

Net change in non-cash working capital items and others	28a		64,996			16,465

Cash provided by operating activities			2,204,983			2,112,249

Investing activities

Net change in short-term investments			59,053			(81,131	)

Business acquisitions (net of cash acquired)	27		(380,313	)		(13,039	)

Loan receivable			7,508			(15,846	)

Purchase of property, plant and equipment			(109,733	)		(159,769	)

Proceeds from sale of property, plant and equipment			5,732			—

Additions to contract costs			(97,059	)		(102,082	)

Additions to intangible assets			(153,907	)		(147,200	)

Purchase of long-term investments			(161,842	)		(93,275	)

Proceeds from sale of long-term investments			55,177			50,484

Cash used in investing activities			(775,384	)		(561,858	)

Financing activities

Increase of long-term debt	28c		747,073			948

Repayment of long-term debt	28c		(1,154,878	)		(79,150	)

Settlement of derivative financial instruments	28c and 32		38,943			2,921

Payment of lease liabilities	28c		(146,762	)		(161,211	)

Repayment of debt assumed from business acquisitions	28c		(162,146	)		(56,994	)

Purchase for cancellation of Class A subordinate voting shares	19		(934,765	)		(788,020	)

Issuance of Class A subordinate voting shares			76,523			88,316

Purchase of Class A subordinate voting shares held in trusts	19		(66,847	)		(74,455	)

Withholding taxes remitted on the net settlement of performance share units	19		(15,407	)		(13,879	)

Net change in clients’ funds obligations			10,609			(110,852	)

Cash used in financing activities			(1,607,657	)		(1,192,376	)

Effect of foreign exchange rate changes on cash, cash equivalents and cash included in funds held for clients			34,704			8,884

Net (decrease) increase in cash, cash equivalents and cash included in funds held for clients			(143,354	)		366,899

Cash, cash equivalents and cash included in funds held for clients, beginning of year			1,838,083			1,471,184

Cash, cash equivalents and cash included in funds held for clients, end of year			1,694,729			1,838,083

Cash composition:

Cash and cash equivalents			1,461,145			1,568,291

Cash included in funds held for clients	5		233,584			269,792

Supplementary cash flow information (Note 28).

See Notes to the Consolidated Financial Statements.

FISCAL 2024 RESULTS — 81

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

1.	Description of business

CGI Inc. (the Company), directly or through its subsidiaries, provides managed information technology (IT) and business process services, business and strategic IT consulting and systems integration services, and intellectual property (IP) business solutions to help clients effectively realize their strategies and create added value. The Company was incorporated under Part IA of the Companies Act (Québec), predecessor to the Business Corporations Act (Québec) which came into force on February 14, 2011 and its Class A subordinate voting shares are publicly traded. The executive and registered office of the Company is situated at 1350 René-Lévesque Blvd. West, Montréal, Québec, Canada, H3G 1T4.

2.	Basis of preparation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).

The Company’s consolidated financial statements for the years ended September 30, 2024 and 2023 were authorized for issue by the Board of Directors on November 5, 2024.

3.	Summary of material accounting policies

BASIS OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated on consolidation.

Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed or has right to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the relevant activities of the entity. Subsidiaries are fully consolidated from the date of acquisition and continue to be consolidated until the date control over the subsidiaries ceases.

BASIS OF MEASUREMENT

The consolidated financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities, which have been measured at fair value as described below.

USE OF JUDGEMENTS AND ESTIMATES

The preparation of the consolidated financial statements requires management to make judgements and estimates that affect the reported amounts of assets, liabilities, equity and the accompanying disclosures at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Because the use of judgements and estimates is inherent in the financial reporting process, actual results could differ.

Significant judgements and estimates about the future and other major sources of estimation uncertainty at the end of the reporting period could have a significant risk of causing a material adjustment to the carrying amounts of the following within the next financial years: revenue recognition, deferred tax assets, estimated losses on revenue-generating contracts, goodwill impairment, right-of-use assets, business combinations, provisions for uncertain tax treatments and litigation and claims.

The judgements, apart from those involving estimations, that have the most significant effect on the amounts recognized in the consolidated financial statements are:

Revenue recognition of multiple deliverable arrangements

Assessing whether the deliverables within an arrangement are separate performance obligations requires judgement by management. A deliverable is identified as a separate performance obligation if the customer benefits from it on its own or together with resources that are readily available to the customer and if it is separately identifiable from the other deliverables in the contract. The Company assesses if the deliverables are separately identifiable in the context of the contract by determining if the deliverables are integrated into a combined output, one or more deliverables significantly modify or customize others, or if the deliverables are highly interdependent or interrelated. If any of these factors are met, the deliverables are treated as a combined performance obligation.

82 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

3.	Summary of material accounting policies (continued)

USE OF JUDGEMENTS AND ESTIMATES (CONTINUED)

Deferred tax assets

Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable income will be available against which the losses can be utilized. Management judgement is required concerning uncertainties that exist with respect to the timing of future taxable income required to recognize a deferred tax asset. The Company recognizes an income tax benefit only when it is probable that the tax benefit will be realized in the future. In making this judgement, the Company relies on forecasts and the availability of future tax planning strategies.

A description of estimates is included in the respective sections within the Notes to the Consolidated Financial Statements.

REVENUE RECOGNITION, WORK IN PROGRESS AND DEFERRED REVENUE

The Company generates revenue through the provision of managed IT and business process services, business and strategic IT consulting and systems integration services, and intellectual property (IP) business solutions as described in Note 1, Description of business.

The Company provides services and products under arrangements that contain various pricing mechanisms. The Company accounts for a contract or a group of contracts when the following criteria are met: the parties to the contract have approved the contract in which their rights, their obligations and the payment terms have been identified, the contract has commercial substance, and the collectability of the consideration is probable.

A contract modification is a change in the scope or price of an existing revenue-generating customer contract. The Company accounts for a contract modification as a separate contract when the scope of the contract increases because of the addition of promised performance obligations and the price of the contract increases by an amount of consideration that reflects its stand-alone selling prices. When the contract is not accounted for as a separate contract, the Company recognizes an retrospective adjustment to revenue on the existing contract as at the date of the contract modification or, if the remaining products and services are distinct performance obligations, the Company recognizes the remaining consideration prospectively.

Revenue is recognized when or as the Company satisfies a performance obligation by transferring a promise of good or service to the customer and are measured at the amount of consideration the Company expects to be entitled to receive, including variable consideration, such as, performance-based consideration, discounts, volume rebates and service-level penalties. Variable consideration is estimated and is included only to the extent it is highly probable that a significant adjustment to revenue recognized will not occur. In making this judgement, management will consider all information available at the time (historical, current and forecasted), the Company’s knowledge of the client or the industry, the type of services to be delivered and the specific contractual terms of each arrangement.

Revenue from sales of third party vendor’s products, such as software licenses, hardware or services is recorded on a gross basis when the Company is a principal to the transaction and is recorded net of costs when the Company is acting as an agent between the client and vendor. To determine whether the Company is a principal or an agent, it evaluates whether control is obtained of the products or services before they are transferred to the client. This is often demonstrated when the Company provides significant integration of the products and services from a third party vendor into the Company’s products and services delivered to the client. Other factors considered include whether the Company has the primary responsibility for providing the product or service, has inventory risk before the specified good or service has been transferred to a client, or after transfer of control to a client, and has discretion establishing the selling price.

Relative stand-alone selling price

The Company’s arrangements often include a mix of the services and products as described below. If an arrangement involves the provision of multiple performance obligations, the total arrangement value is allocated to each performance obligations based on its relative stand-alone selling price. When estimating the stand-alone selling price of each performance obligations, the Company maximizes the use of observable prices which are established using the Company’s prices for same or similar deliverables. When observable prices are not available, the Company estimates stand-alone selling prices based on its best estimate.

FISCAL 2024 RESULTS — 83

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

3.	Summary of material accounting policies (continued)

REVENUE RECOGNITION, WORK IN PROGRESS AND DEFERRED REVENUE (CONTINUED)

Relative stand-alone selling price (continued)

The best estimate of the stand-alone selling price is the price at which the Company would normally expect to offer the services or products and is established by considering a number of internal and external factors including, but not limited to, geographies, the Company’s pricing policies, internal costs and margins. Additionally, in certain circumstances, the Company may apply the residual approach when estimating the stand-alone selling price of software license products, for which the Company has not yet established the price or has not previously sold on a stand-alone basis.

As an incentive, upon client contract signature, the Company may provide discounts. These incentives are considered in the allocation of the relative stand-alone selling price of the performance obligations.

The appropriate revenue recognition method is applied for each performance obligation as described below.

Managed IT and business process services

Revenue from managed IT and business process services arrangements is generally recognized over time as the services are provided at the contractual billings, which corresponds with the value provided to the client, unless there is a better measure of performance or delivery.

Business and strategic IT consulting and systems integration services

Revenue from business and strategic IT consulting and systems integration services under time and material arrangements is recognized over time as the services are rendered, and revenue under cost-based arrangements is recognized over time as reimbursable costs are incurred. Contractual billings of such arrangements correspond with the value provided to the client, and therefore revenues are generally recognized when amounts become billable.

Revenue from business and strategic IT consulting and systems integration services under fixed-fee arrangements is recognized using the percentage-of-completion method over time, as the Company has no alternative use for the asset created and has an enforceable right to payment for performance completed to date. The Company primarily uses labour costs to measure the progress towards completion. This method relies on estimates of total expected labour costs, which are compared to labour costs incurred to date, to arrive at an estimate of the progress to completion which determines the percentage of revenue earned to date. Factors considered in the estimates include: changes in scope of the contracts, delays in reaching milestones, complexities in project delivery, availability and retention of qualified IT professionals and/or the ability of the subcontractors to perform their obligation within agreed upon budget and timeframes. Management regularly reviews underlying estimates of total expected labour costs.

Software licenses and Software-as-a-Service (SaaS)

CGI offers its intellectual property (IP) solutions as well as third party solutions in the form of software license arrangements. Most of these arrangements include other services such as implementation, customization and maintenance. For these types of arrangements, revenue from a software license, when identified as a performance obligation, is recognized at a point in time upon delivery. Otherwise when the software is significantly customized, integrated or modified, it is combined with the implementation and customization services and is accounted for as described in the business and strategic IT consulting and systems integration services section above. Revenue from maintenance services for software licenses sold is recognized straight-line over the term of the maintenance period.

CGI also provides its IP solutions in the form of SaaS where the customer cannot terminate the hosting contract and take possession of the software without significant penalty. SaaS are part of the managed IT and business process services offering where revenue is generally recognized over time as the services are provided. Transition activities to bring clients to the SaaS platforms, including hosting set-up and customization, that are not considered distinct performance obligations are capitalized as transition costs and amortized over the service period.

84 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

3.	Summary of material accounting policies (continued)

REVENUE RECOGNITION, WORK IN PROGRESS AND DEFERRED REVENUE (CONTINUED)

Work in progress and deferred revenue

Amounts recognized as revenue in excess of billings are classified as work in progress. Amounts received in advance of the performance of services or delivery of products are classified as deferred revenue. Work in progress and deferred revenue are presented net on a contract by-contract basis. During the year ended September 30, 2024, the revenues recognized from the short-term deferred revenue was not significantly different than what was presented as at September 30, 2023.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of unrestricted cash and short-term investments having a maturity of three months or less from the date of purchase.

SHORT-TERM INVESTMENTS

Short-term investments, comprise generally of term deposits, have remaining maturities over three months, but not more than one year, at the date of purchase.

FUNDS HELD FOR CLIENTS AND CLIENTS’ FUNDS OBLIGATIONS

In connection with the Company’s payroll, tax filing and claims services, the Company collects funds for payment of payroll, taxes and claims, temporarily holds such funds until payment is due, remits the funds to the clients’ employees, appropriate tax authorities or claims holders, files tax returns and handles related regulatory correspondence and amendments. The funds held for clients include cash, short-term investments and long-term bonds. The Company presents the funds held for clients and related obligations separately. Funds held for clients are classified as current assets since these funds are held solely for the purpose of satisfying the clients’ funds obligations, which will be repaid within one year of the consolidated balance sheet date. The market fluctuations affect the fair value of the long-term bonds. Due to those fluctuations, funds held for clients might not equal to the clients’ funds obligations.

Interest income earned and realized gains and losses on the disposal of short-term investments and long-term bonds are recorded in revenue in the period that the income is earned, as the collecting, holding and remitting of these funds are critical components of providing these services.

PROPERTY, PLANT AND EQUIPMENT (PP&E)

PP&E are recorded at cost and are depreciated over their estimated useful lives using the straight-line method.



Buildings		10 to 40 years

Leasehold improvements		Lesser of the useful life or lease term

Furniture, fixtures and equipment		3 to 10 years

Computer equipment		3 to 5 years

LEASES

When the Company enters into contractual agreements with suppliers, an assessment is performed to determine if the contract contains a lease. The Company identified lease agreements under the following categories: Properties, Motor vehicles and others, as well as Computer equipment.

The Company identifies a lease if it conveys the right to control the use of an identified asset for a specific period in exchange for a determined consideration. At inception, a right-of-use asset for the underlying asset and corresponding lease liability are presented in the consolidated balance sheet measured on a present value basis except for short-term leases (expected term of 12 months or less) and leases with low value underlying asset for which payments are recorded as an expense on a straight-line basis over the lease term.

The right-of-use assets are measured at initial lease liabilities adjusted by lease payments made before the commencement date, indirect costs and lease incentives received. The right-of-use assets are depreciated on a straight-line basis over the expected lease term of the underlying asset.

FISCAL 2024 RESULTS — 85

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

3.	Summary of material accounting policies (continued)

LEASES (CONTINUED)

Lease liabilities are measured at present value of non-cancellable payments of the expected lease term, which are mostly made of fixed payments of rent; variable payments that are based on an index or a rate; amounts expected to be payable as residual value guarantees and extension or termination option if reasonably certain to be exercised.

Non-lease components, mostly made of fixed maintenance fees and property tax are excluded from the lease liabilities. Payments are recorded as an expense over the lease term as part of property costs.

Discount rate used in the present value calculation is the incremental borrowing rate unless the implicit interest rate in the lease can be readily determined. The Company estimates the incremental borrowing rate for each lease or portfolio of leased assets, as most of the implicit interest rates in the leases are not readily determinable. To calculate the incremental borrowing rate, the Company considers its creditworthiness, the term of the arrangement, any collateral received and the economic environment at the lease date.

The lease liabilities are subsequently adjusted by interest which is recorded as part of net finance costs as well as from lease payments made.

Furthermore, lease liabilities are remeasured (along with the corresponding adjustment to the right-of-use asset), whenever the following situations occur:

–

CONTRACT COSTS

Contract costs are comprised primarily of transition costs incurred to implement long-term managed IT and business process services contracts, including SaaS, as well as incentives.

Transition costs

Transition costs consist mostly of costs associated with the installation of systems and processes, conversion of the client’s applications to the Company’s platforms incurred after the award of managed IT and business process services contracts, including SaaS hosting set-up and customization. Transition costs are comprised essentially of labour costs consisting of employee compensation and related fringe benefits. Labour costs also include subcontractor costs.

Incentives

Occasionally, incentives are granted to clients upon the signing of managed IT and business process services contracts. These incentives are granted in the form of cash payments.

Amortization of contract costs

Contract costs are amortized using the straight-line method over the period services are provided. Amortization of transition costs is included in costs of services, selling and administrative and amortization of incentives is recorded as a reduction of revenue.

86 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

3.	Summary of material accounting policies (continued)

CONTRACT COSTS (CONTINUED)

Impairment of contract costs

When a contract is not expected to be profitable, the estimated loss is first applied to impair the related capitalized contract costs. The excess of the expected loss over the capitalized contract costs is recorded as onerous revenue-generating contracts in provisions. If at a future date the contract returns to profitability, the estimated losses on revenue-generating contracts must be reversed first, and if there is still additional projected profitability then any capitalized contract costs that were impaired must be reversed. The reversal of the impairment loss is limited so that the carrying amount does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of amortization, had no impairment loss been recognized for the contract costs in prior years.

INTANGIBLE ASSETS

Intangible assets consist of software, business solutions and client relationships. Software and business solutions are recorded at cost. Software internally developed is capitalized when it meets specific capitalization criteria related to technical and financial feasibility and when the Company demonstrates its ability and intention to use it. Business solutions developed internally and marketed are capitalized when they meet specific capitalization criteria related to technical, market and financial feasibility. Software, business solutions and client relationships acquired through business combinations are initially recorded at their fair value based on the present value of expected future cash flows, which involves estimates, such as the forecasting of future cash flows and discount rates.

Amortization of intangible assets

The Company amortizes its intangible assets using the straight-line method over their estimated useful lives.



Software		1 to 8 years

Business solutions		3 to 10 years

Client relationships and backlog		5 to 7 years

IMPAIRMENT OF PP&E, RIGHT-OF-USE ASSETS, INTANGIBLE ASSETS AND GOODWILL

Timing of impairment testing

The carrying values of PP&E, right-of-use assets, intangible assets and goodwill are reviewed for impairment when events or changes in circumstances indicate that the carrying value may be impaired. The Company assesses at each reporting date whether any such events or changes in circumstances exist. The carrying values of intangible assets not available for use are tested for impairment annually as at September 30. Goodwill is also tested for impairment annually during the fourth quarter of each fiscal year.

Impairment testing

If any indication of impairment exists or when annual impairment testing for an asset is required, the Company estimates the recoverable amount of the asset or cash-generating unit (CGU) to which the asset relates to determine the extent of any impairment loss. The recoverable amount is the higher of an asset’s or CGU’s fair value less costs of disposal and its value in use (VIU) to the Company. The Company mainly uses the VIU. In assessing the VIU, estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. In determining fair value less costs of disposal, recent market transactions are taken into account, if available. If the recoverable amount of an asset or a CGU is estimated to be less than its carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognized immediately in the consolidated statements of earnings.

FISCAL 2024 RESULTS — 87

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

3.	Summary of material accounting policies (continued)

IMPAIRMENT OF PP&E, RIGHT-OF-USE ASSETS, INTANGIBLE ASSETS AND GOODWILL (CONTINUED)

Impairment testing (continued)

Goodwill acquired through business combinations is allocated to the CGU or group of CGUs that are expected to benefit from acquired work force and synergies of the related business combination. The group of CGUs that benefit from the acquired work force and synergies correspond to the Company’s operating segments. For goodwill impairment testing purposes, the group of CGUs that represents the lowest level within the Company at which management monitors goodwill is the operating segment level.

The recoverable amount of each operating segment has been determined based on the VIU calculation which includes estimates about their future financial performance based on cash flows approved by management covering a period of five years. Key assumptions used in the VIU calculations are the pre-tax discount rate applied and the long-term growth rate of net operating cash flows. In determining these assumptions, management has taken into consideration the current economic environment and its resulting impact on expected growth and discount rates. The cash flow projections reflect management’s expectations of the segment’s operating performance and growth prospects in the operating segment’s market. The pre-tax discount rate applied to an operating segment is derived from the weighted average cost of capital (WACC). Management considers factors such as country risk premium, risk-free rate, size premium and cost of debt to derive the WACC. Impairment losses relating to goodwill cannot be reversed in future periods.

For impaired assets, other than goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Company estimates the recoverable amount of the asset. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the recoverable amount of the asset since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of amortization, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the consolidated statements of earnings.

LONG-TERM FINANCIAL ASSETS

Long-term financial assets are comprised mainly of deferred compensation plan assets and long-term investments bonds which are presented as long-term based on management’s intentions.

BUSINESS COMBINATIONS

The Company accounts for its business combinations using the acquisition method. Under this method, the consideration transferred is measured at fair value. Acquisition-related and integration costs associated with the business combination are expensed as incurred or when a present legal or constructive obligation exists. The Company recognizes goodwill as the excess of the cost of the acquisition over the net identifiable tangible and intangible assets acquired and liabilities assumed at their acquisition-date fair values. The goodwill recognized is composed of the future economic value associated to acquired work force and synergies with the Company’s operations which are primarily due to reduction of costs and new business opportunities. Management makes assumptions when determining the acquisition-date fair values of the identifiable tangible and intangible assets acquired and liabilities assumed which involve estimates, such as the forecasting of future cash flows, discount rates and the useful lives of the assets acquired. Subsequent changes in fair values are recorded as part of the purchase price allocation and therefore result in corresponding goodwill adjustments if they qualify as measurement period adjustments. The measurement period is the period between the date of acquisition and the date where all significant information necessary to determine the fair values is available, not to exceed 12 months. All other subsequent changes in judgements and estimates are recognized in the consolidated statements of earnings.

88 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

3.	Summary of material accounting policies (continued)

EARNINGS PER SHARE

Basic earnings per share is based on the weighted average number of shares outstanding during the period. Diluted earnings per share is determined using the treasury stock method to evaluate the dilutive effect of performance share units (PSUs), stock options and restricted share units (RSUs).

RESEARCH AND SOFTWARE DEVELOPMENT COSTS

Research costs are charged to earnings in the period in which they are incurred, net of related tax credits. Development costs related to software and business solutions are charged to earnings in the period they are incurred, net of related tax credits, unless they meet specific capitalization criteria related to technical, market and financial feasibility as described in the Intangible assets section above.

TAX CREDITS

The Company follows the income approach to account for research and development (R&D) and other tax credits, whereby tax credits are recorded when there is a reasonable assurance that the assistance will be received and that the Company will comply with all relevant conditions. Under this method, tax credits related to operating expenditures are recorded as a reduction of the related expenses and recognized in the period in which the related expenditures are charged to earnings. Tax credits related to capital expenditures are recorded as a reduction of the cost of the related assets. The tax credits recorded are based on management’s best estimates of amounts expected to be received and are subject to audit by the taxation authorities. These estimates are reviewed each reporting period and updated, based on new information available.

INCOME TAXES

Income taxes are accounted for using the liability method of accounting.

Current income taxes are recognized with respect to the amounts expected to be paid or recovered under the tax rates and laws that have been enacted or substantively enacted at the balance sheets date.

Deferred tax assets and liabilities are determined based on deductible or taxable temporary differences between the amounts reported for consolidated financial statement purposes and tax values of the assets and liabilities using enacted or substantively enacted tax rates that will be in effect for the year in which the differences are expected to be recovered or settled. Deferred tax assets and liabilities are recognized in earnings, in other comprehensive income or in equity based on the classification of the item to which they relate.

Deferred tax assets are recognized for unused tax losses and deductible temporary differences to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Once this assessment is made, the Company considers the analysis of forecasts and future tax planning strategies. Estimates of taxable profit are made based on the forecast by jurisdiction on an undiscounted basis.

FISCAL 2024 RESULTS — 89

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

3.	Summary of material accounting policies (continued)

PROVISIONS

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Provisions are discounted using a current pre-tax rate when the impact of the time value of money is material. The increase in the provisions due to the passage of time is recognized as finance costs.

The accrued litigation and legal claims provisions are based on historical experience, current trends and other assumptions that are believed to be reasonable under the circumstances. Estimates include the period in which the underlying cause of the claim occurred and the degree of probability of an unfavourable outcome.

Decommissioning liabilities pertain to leases of buildings where certain arrangements require premises to be returned to their original state at the end of the lease term. The provision is determined using the present value of the estimated future cash outflows.

Provisions for onerous revenue-generating contracts are recorded when remaining unavoidable costs of fulfilling the contract exceed the remaining estimated revenue from the contract. Management regularly reviews arrangement profitability and the underlying estimates.

Provisions for onerous supplier contracts are recorded when the unavoidable net cash flows from honoring the contract are negative. The provision represents the lowest of the costs to fulfill the contract and the penalties to exit the contract. Those are generally related to non-lease components of vacated leased premises.

Severance provisions are recognized when a detailed formal plan identifies the business or part of the business concerned, the location and number of employees affected, a detailed estimate of the associated costs, appropriate timelines and has been communicated to those affected by it.

TRANSLATION OF FOREIGN CURRENCIES

The Company’s consolidated financial statements are presented in Canadian dollars, which is also the parent company’s functional currency. Each entity in the Company determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Functional currency is the currency of the primary economic environment in which the entity operates.

Foreign currency transactions and balances

Revenue, expenses and non-monetary assets and liabilities denominated in foreign currencies are recorded at the rate of exchange prevailing at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at exchange rates prevailing at the balance sheets date. Unrealized and realized translation gains and losses are reflected in the consolidated statements of earnings.

Foreign operations

For foreign operations that have functional currencies different from the Company, assets and liabilities denominated in a foreign currency are translated at exchange rates in effect at the balance sheets date. Revenue and expenses are translated at average exchange rates prevailing during the period. Resulting unrealized gains or losses on translating financial statements of foreign operations are reported in other comprehensive income.

For foreign operations with the same functional currency as the Company, monetary assets and liabilities are translated at the exchange rates in effect at the balance sheets date and non-monetary assets and liabilities are translated at historical exchange rates. Revenue and expenses are translated at average exchange rates during the period. Translation exchange gains or losses of such operations are reflected in the consolidated statements of earnings.

90 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

3.	Summary of material accounting policies (continued)

SHARE-BASED PAYMENTS

Equity-settled plans

The Company operates a Share Unit Plan (Share Unit Plan) and an equity-settled stock option plans under which the Company receives services from employees, officers and directors as consideration for equity instruments. Both PSUs and RSUs can be issued under the Share Unit Plan (and are collectively referred to as “Share Units” under such Share Unit Plan).

The fair value of the PSUs and RSUs is established based on the closing price of Class A subordinate voting shares of the Company on the Toronto Stock Exchange (TSX) at the grant date. For the stock options, the fair value is established using the Black-Scholes option pricing model at the grant date. The number of PSUs, RSUs and stock options expected to vest are estimated on the grant date and subsequently revised on each reporting date. For stock options, the estimation of fair value requires making assumptions for the most appropriate inputs to the valuation model including the expected life of the option and expected stock price volatility. The fair value of share-based payments, adjusted for expectations related to performance conditions and forfeitures, are recognized as share-based payment costs over the vesting period in earnings with a corresponding credit to contributed surplus on a graded-vesting basis if they vest annually or on a straight-line basis if they vest at the end of the vesting period.

When PSUs or RSUs are exercised, the recorded fair value of PSUs or RSUs is removed from contributed surplus and credited to capital stock. When stock options are exercised, any consideration paid is credited to capital stock and the recorded fair value of the stock options is removed from contributed surplus and credited to capital stock.

Share purchase plan

The Company operates a share purchase plan for eligible employees. Under this plan, the Company matches the contributions made by employees up to a maximum percentage of the employee’s salary. The Company’s contributions to the plan are recognized in salaries and other employee costs within costs of services, selling and administrative.

Cash-settled deferred share units

The Company operates a deferred share unit (DSU) plan to compensate the external members of the Board of Directors. The expense is recognized within costs of services, selling and administrative for each DSU granted equal to the closing price of Class A subordinate voting shares of the Company on the TSX at the date on which DSUs are awarded and a corresponding liability is recorded in accrued compensation and employee-related liabilities. After the grant date, the DSU liability is remeasured for subsequent changes in the fair value of the Company’s shares.

FINANCIAL INSTRUMENTS

All financial instruments are initially measured at their fair value and are subsequently classified either at amortized cost, at fair value through earnings (FVTE) or at fair value through other comprehensive income (FVOCI). Financial assets are classified based on the Company’s management model of such instruments and their contractual cash flows they generate. Financial liabilities are classified and measured at amortized cost, unless they are held for trading and classified as FVTE.

The Company has made the following classifications:

FVTE

Cash and cash equivalents, cash included in funds held for clients, derivative financial instruments and deferred compensation plan assets within long-term financial assets are measured at fair value at the end of each reporting period and the resulting gains or losses are recorded in the consolidated statements of earnings.

Amortized Cost

Trade accounts receivable, long-term receivables within long-term financial assets, short-term investments in funds held for clients, accounts payable and accrued liabilities, accrued compensation and employee-related liabilities, long-term debt and clients’ funds obligations are measured at amortized cost using the effective interest method. Financial assets classified at amortized cost are subject to impairment. For trade accounts receivable and work in progress, the Company applies the simplified approach to measure expected credit losses, which requires lifetime expected loss allowance to be recorded upon initial recognition of the financial assets.

FISCAL 2024 RESULTS — 91

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

3.	Summary of material accounting policies (continued)

FINANCIAL INSTRUMENTS (CONTINUED)

FVOCI

Short-term investments included in current financial assets, long-term bonds included in funds held for clients and long-term investments within long-term financial assets are measured at fair value through other comprehensive income and are subject to impairment for which the Company uses the low credit risk exemption.

The unrealized gains and losses, net of applicable income taxes, are recorded in other comprehensive income. Interest income measured using the effective interest method and realized gains and losses on derecognition are recorded in the consolidated statements of earnings.

Transaction costs are comprised primarily of legal, accounting and other costs directly attributable to the acquisition or issuance of financial instruments. Transaction costs related to financial instruments other than FVTE are included in the initial recognition of the corresponding asset or liability and are amortized using effective interest method. Transaction costs related to the unsecured committed revolving credit facility are included in other long-term assets and are amortized using the straight-line method over the expected life of the underlying agreement.

Financial assets are derecognized if the contractual rights to the cash flows from the financial asset expire or the asset is transferred and the transfer qualifies for derecognition as substantially all the risks and rewards of ownership of the financial asset have been transferred.

Fair value hierarchy

Fair value measurements recognized on the balance sheets are classified in accordance with the following levels:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: inputs other than quoted prices included in Level 1, but that are observable for the asset or liability, either directly or indirectly; and

Level 3: inputs for the asset or liability that are not based on observable market data.

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING TRANSACTIONS

The Company enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign currency exchange risks.

Derivative financial instruments are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting date. The resulting gain or loss is recognized in the consolidated statements of earnings, unless the derivative is designated and is effective as a hedging instrument, in which event the timing of the recognition in the consolidated statements of earnings depends on the nature of the hedge relationship. The cash flows of the hedging instruments are classified in the same manner as the cash flows of the item being hedged.

At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management’s objective and strategy for undertaking the hedge. The documentation includes the identification of the nature of the risk being hedged, the economic relationship between the hedged item and the hedging instruments which should not be dominated by credit risk, the hedge ratio consistent with the risk management strategy pursued and how the Company will assess the effectiveness of the hedging relationship on an ongoing basis.

Management evaluates hedge effectiveness at inception of the hedge instrument and quarterly thereafter generally based on a managed hedge ratio of 1 for 1. Hedge effectiveness is measured prospectively as the extent to which changes in the fair value or cash flows of the derivative offsets the changes in the fair value or cash flows of the underlying hedged instrument or risk when there is a significant mismatch between the terms of the hedging instrument and the hedged item. Any meaningful imbalance is considered ineffectiveness in the hedge and accounted for accordingly in the consolidated statements of earnings.

92 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

3.	Summary of material accounting policies (continued)

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING TRANSACTIONS (CONTINUED)

Hedges of net investments in foreign operations

The Company may use cross-currency swaps and foreign currency denominated long-term debt to hedge portions of the Company’s net investments in its U.S. and European operations. Foreign exchange translation gains or losses on the net investments and the effective portions of gains or losses on instruments hedging the net investments are recorded in other comprehensive income. Gains or losses relating to the ineffective portion are recognized in consolidated statements of earnings. When the hedged net investment is disposed of, the relevant amount in other comprehensive income is transferred to earnings as part of the gain or loss on disposal.

Cash flow hedges of future revenue and long-term debt

The majority of the Company’s revenue and costs are denominated in a currency other than the Canadian dollar. The risk of foreign exchange fluctuations impacting the results is substantially mitigated by matching the Company’s costs with revenue denominated in the same currency. In certain cases where there is a substantial imbalance for a specific currency, the Company enters into foreign currency forward contracts to hedge the variability in the foreign currency exchange rates.

The Company also uses interest rate and cross-currency swaps to hedge either the cash flow exposure or the foreign exchange exposure of the long-term debt.

The effective portion of the change in fair value of the derivative financial instruments is recognized in other comprehensive income and the ineffective portion, if any, in the consolidated statements of earnings. The effective portion of the change in fair value of the derivatives is reclassified out of other comprehensive income into the consolidated statements of earnings when the hedged item is recognized in the consolidated statements of earnings.

Cost of hedging

The Company has elected to account for forward element and foreign currency basis spread of forward contracts and cross-currency swaps as costs of hedging. In such cases, the deferred costs (gains) of hedging, net of applicable income taxes, are recognized as a separate component of the accumulated other comprehensive income and reclassified in the consolidated statements of earnings when the hedged item is derecognized.

EMPLOYEE BENEFITS

The Company operates both defined benefit and defined contribution post-employment benefit plans.

The cost of defined contribution plans is charged to the consolidated statements of earnings on the basis of contributions payable by the Company during the year.

For defined benefit plans, the defined benefit obligations are calculated by independent actuaries using the projected unit credit method. The retirement benefits obligations in the consolidated balance sheets represent the present value of the defined benefit obligations as reduced by the fair value of plan assets on a plan by plan basis. The retirement benefits assets are recognized to the extent that the Company can benefit from refunds or a reduction in future contributions. Retirement benefits plans that are funded by the payment of insurance premiums are treated as defined contribution plans unless the Company has an obligation either to pay the benefits directly when they fall due or to pay further amounts if assets accumulated with the insurer do not cover all future employee benefits. In such circumstances, the plan is treated as a defined benefit plan.

Insurance policies are treated as plan assets of a defined benefit plan if the proceeds of the policy:

Can only be used to fund employee benefits;

Are not available to the Company’s creditors; and

Either cannot be paid to the Company unless the proceeds represent surplus assets not needed to meet all the benefit obligations or are a reimbursement for benefits already paid by the Company.

Insurance policies that do not meet the above criteria are treated as non-current investments and are held at fair value as long-term financial assets in the consolidated balance sheets.

FISCAL 2024 RESULTS — 93

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

3.	Summary of material accounting policies (continued)

EMPLOYEE BENEFITS (CONTINUED)

The actuarial valuations used to determine the cost of defined benefit pension plans and their present value involve making assumptions such as discount rates, future salary and pension increases, inflation rates and mortality. Any changes in assumptions will impact the carrying amount of pension obligations. In determining the appropriate discount rate, management considers the interest rates of high quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related pension liability.

The current service cost is recognized in the consolidated statements of earnings under costs of services, selling and administrative. The net interest cost calculated by applying the discount rate to the net defined benefit liabilities or assets is recognized as net finance cost or income. When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefits that relates to past services or the gains or losses on curtailment is recognized immediately in the consolidated statements of earnings. The gains or losses on the settlement of a defined benefit plan are recognized when the settlement occurs.

Remeasurements on defined benefit plans include actuarial gains and losses, changes in the effect of the asset ceiling and the return on plan assets, excluding the amount included in net interest on the net defined liabilities or assets. Remeasurements are charged or credited to other comprehensive income in the period in which they arise.

ADOPTION OF ACCOUNTING STANDARD

The following standard amendments have been adopted by the Company on October 1, 2023:

Definition of Accounting Estimates – Amendments to IAS 8

Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12

The implementation of these standard amendments resulted in no impact on the Company’s consolidated financial statements.

International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12

On May 23, 2023, the IASB amended IAS 12 Income Taxes, to address the Pillar Two model rules for domestic implementation of a 15% global minimum tax. The standard amendments introduced a temporary recognition exception in relation to accounting and disclosure for deferred taxes arising from the implementation of the international tax reform, which was applied as of that date.

The Pillar Two Model Rules – Amendments to IAS 12 had no significant impact on the Company’s consolidated financial statements.

94 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

3.	Summary of material accounting policies (continued)

FUTURE ACCOUNTING STANDARD CHANGES

The following standard amendments are effective as of October 1, 2024:

Classification of Liabilities as Current or Non-current and Information about long-term debt with covenants – Amendments to IAS 1

Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7

In May 2023, the IASB amended IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures to introduce new disclosure requirements to enhance the transparency on supplier finance arrangements and their impact on the Company’s liabilities, cash flows and liquidity exposure. The new disclosure requirements will include information such as terms and conditions, the carrying amount of liabilities, the range of payment due dates, non-cash changes and liquidity risk information around supplier finance arrangements.

The implementation of these standard amendments will result in no impact on the Company’s consolidated financial statements.

Classification and measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7

In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments, which amend IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures. The standard amendments clarify that a financial liability is derecognized on the settlement date, specifically when the related obligation is discharged or cancelled or expires or the liability otherwise qualified for derecognition. Furthermore, they clarify the treatment of non-recourse assets and contractually linked instruments and they introduce additional disclosures for financial assets and liabilities with contractual terms that reference a contingent event, and equity instruments classified at fair value through other comprehensive income. The new requirements will be applied retrospectively. An entity is required to disclose information about financial assets that change their measurement category due to the standard amendments.

IFRS 18 - Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements which is set to replace IAS 1 Presentation of Financial Statements. The new IFRS accounting standard is aimed to improve comparability and transparency of communication in financial statements. While a number of sections from IAS 1 have been brought forward to IFRS 18, the standard introduces new requirements on presentation within the statement of profit or loss, including specified totals and subtotals. It also requires disclosure of management-defined financial performance measures used in public communications outside financial statements and includes new requirements for aggregation and disaggregation of financial information based on the identified roles of the primary financial statements and the notes. Retrospective application is required in both annual and interim financial statements.

FISCAL 2024 RESULTS — 95

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

4.	Accounts receivable


	As at September 30, 2024		As at September 30, 2023

		$		$

Trade (Note 32)		1,117,712		1,152,880

Tax credits and R&D tax credits		149,955		157,668

Other		130,735		114,569

		1,398,402		1,425,117

5.	Funds held for clients


	As at September 30, 2024		As at September 30, 2023

		$		$

Cash (Note 32)		233,584		269,792

Short-term investments		50,000		80,000

Long-term bonds (Note 32)		223,196		138,935

		506,780		488,727

96 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

6.	Property, plant and equipment


	Land and buildings			Leasehold improvements			Furniture, fixtures and equipment			Computer equipment			Total

	$			$			$			$			$

Cost

As at September 30, 2023		81,381			256,804			149,271			620,371			1,107,827

Additions		6,032			17,724			12,253			72,515			108,524

Additions - business acquisitions (Note 27)		—			96			196			1,086			1,378

Disposals/retirements		(10,236	)		(27,142	)		(19,273	)		(86,710	)		(143,361	)

Foreign currency translation adjustment		3,353			5,768			2,754			17,057			28,932

As at September 30, 2024		80,530			253,250			145,201			624,319			1,103,300

Accumulated depreciation

As at September 30, 2023		26,979			165,260			94,710			431,602			718,551

Depreciation expense (Note 24)		2,550			28,974			12,988			90,306			134,818

Impairment (Note 24)		115			1,966			465			149			2,695

Disposals/retirements		(4,985	)		(26,945	)		(19,273	)		(86,710	)		(137,913	)

Foreign currency translation adjustment		1,324			4,284			1,368			11,350			18,326

As at September 30, 2024		25,983			173,539			90,258			446,697			736,477

Net carrying amount as at September 30, 2024		54,547			79,711			54,943			177,622			366,823

	Land and buildings			Leasehold improvements			Furniture, fixtures and equipment			Computer equipment			Total

	$			$			$			$			$

Cost

As at September 30, 2022		77,371			262,972			152,083			598,725			1,091,151

Additions		1,933			29,301			16,145			111,011			158,390

Disposals/retirements		(167	)		(39,269	)		(20,477	)		(100,769	)		(160,682	)

Foreign currency translation adjustment		2,244			3,800			1,520			11,404			18,968

As at September 30, 2023		81,381			256,804			149,271			620,371			1,107,827

Accumulated depreciation

As at September 30, 2022		23,467			170,647			101,302			426,127			721,543

Depreciation expense (Note 24)		3,234			28,697			12,675			98,759			143,365

Impairment (Note 24)		—			2,163			423			—			2,586

Disposals/retirements		(167	)		(39,269	)		(20,477	)		(100,769	)		(160,682	)

Foreign currency translation adjustment		445			3,022			787			7,485			11,739

As at September 30, 2023		26,979			165,260			94,710			431,602			718,551

Net carrying amount as at September 30, 2023		54,402			91,544			54,561			188,769			389,276

FISCAL 2024 RESULTS — 97

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

7.	Right-of-use assets


	Properties			Motor vehicles and others			Computer equipment			Total

	$			$			$			$

Cost

As at September 30, 2023		1,022,910			199,501			38,943			1,261,354

Additions		46,289			41,968			208			88,465

Additions - business acquisitions (Note 27)		2,341			—			—			2,341

Change in estimates and lease modifications		18,422			—			—			18,422

Disposals/retirements		(81,524	)		(46,014	)		(29,942	)		(157,480	)

Foreign currency translation adjustment		34,574			6,156			965			41,695

As at September 30, 2024		1,043,012			201,611			10,174			1,254,797

Accumulated depreciation

As at September 30, 2023		644,021			98,800			36,212			779,033

Depreciation expense (Note 24)		89,198			35,507			1,910			126,615

Impairment (Note 24)		10,119			—			—			10,119

Disposals/retirements		(80,766	)		(41,970	)		(29,942	)		(152,678	)

Foreign currency translation adjustment		21,285			3,386			922			25,593

As at September 30, 2024		683,857			95,723			9,102			788,682

Net carrying amount as at September 30, 2024		359,155			105,888			1,072			466,115

	Properties			Motor vehicles and others			Computer equipment			Total

	$			$			$			$

Cost

As at September 30, 2022		1,049,445			180,164			40,689			1,270,298

Additions		32,772			48,883			1,030			82,685

Change in estimates and lease modifications		13,940			—			—			13,940

Disposals/retirements		(101,670	)		(36,792	)		(3,121	)		(141,583	)

Foreign currency translation adjustment		28,423			7,246			345			36,014

As at September 30, 2023		1,022,910			199,501			38,943			1,261,354

Accumulated depreciation

As at September 30, 2022		610,007			88,923			36,247			735,177

Depreciation expense (Note 24)		103,249			36,988			2,793			143,030

Impairment (Note 24)		9,649			—			—			9,649

Disposals/retirements		(94,676	)		(31,700	)		(3,121	)		(129,497	)

Foreign currency translation adjustment		15,792			4,589			293			20,674

As at September 30, 2023		644,021			98,800			36,212			779,033

Net carrying amount as at September 30, 2023		378,889			100,701			2,731			482,321

98 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

8.	Contract costs


			As at September 30, 2024						As at September 30, 2023
	Cost		Accumulated amortization and impairment		Net carrying amount		Cost		Accumulated amortization and impairment		Net carrying amount

	$		$		$		$		$		$

Transition costs		610,971		274,243		336,728		549,848		250,847		299,001

Incentives		51,045		43,744		7,301		52,331		42,886		9,445

		662,016		317,987		344,029		602,179		293,733		308,446

9.	Intangible assets


	Software			Software internally developed			Business solutions acquired			Business solutions internally developed			Client relationships and backlog			Total

	$			$			$			$			$			$

Cost

As at September 30, 2023		228,673			110,225			90,139			841,740			1,248,069			2,518,846

Additions		50,534			7,720			—			100,810			—			159,064

Business acquisitions (Note 27)		69			—			—			—			124,330			124,399

Disposals/retirements		(26,301	)		(5,806	)		(9,672	)		(20,221	)		—			(62,000	)

Foreign currency translation adjustment		3,203			931			1,309			5,968			39,762			51,173

As at September 30, 2024		256,178			113,070			81,776			928,297			1,412,161			2,791,482

Accumulated amortization and impairment

As at September 30, 2023		175,238			75,187			67,954			474,462			1,102,902			1,895,743

Amortization expense (Note 24)		40,088			14,810			3,838			77,701			49,304			185,741

Impairment (Note 24)		1,439			131			—			10,004			—			11,574

Disposals/retirements		(26,301	)		(5,806	)		(9,672	)		(20,221	)		—			(62,000	)

Foreign currency translation adjustment		2,647			666			1,200			2,517			34,819			41,849

As at September 30, 2024		193,111			84,988			63,320			544,463			1,187,025			2,072,907

Net carrying amount as at September 30, 2024		63,067			28,082			18,456			383,834			225,136			718,575

	Software			Software internally developed			Business solutions acquired			Business solutions internally developed			Client relationships and backlog			Total

	$			$			$			$			$			$

Cost

As at September 30, 2022		238,940			104,486			78,580			734,021			1,231,393			2,387,420

Additions		33,963			9,130			19,811			111,894			—			174,798

Business acquisitions (Note 27b)		—			—			—			—			(8,951	)		(8,951	)

Disposals/retirements		(49,103	)		(3,900	)		(9,002	)		—			—			(62,005	)

Foreign currency translation adjustment		4,873			509			750			(4,175	)		25,627			27,584

As at September 30, 2023		228,673			110,225			90,139			841,740			1,248,069			2,518,846

Accumulated amortization and impairment

As at September 30, 2022		189,639			65,323			73,094			408,298			1,035,107			1,771,461

Amortization expense (Note 24)		30,475			13,421			3,274			69,053			47,824			164,047

Disposals/retirements		(49,103	)		(3,900	)		(9,002	)		—			—			(62,005	)

Foreign currency translation adjustment		4,227			343			588			(2,889	)		19,971			22,240

As at September 30, 2023		175,238			75,187			67,954			474,462			1,102,902			1,895,743

Net carrying amount as at September 30, 2023		53,435			35,038			22,185			367,278			145,167			623,103

FISCAL 2024 RESULTS — 99

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

10.

Other long-term assets


	As at September 30, 2024		As at September 30, 2023

		$		$

Long-term prepaid services		24,061		28,674

Insurance contracts held to fund defined benefit pension and life assurance arrangements - reimbursement rights (Note 17)		19,675		19,458

Retirement benefits assets (Note 17)		22,446		836

Deposits		13,503		15,634

Deferred financing fees		2,425		2,531

Other		28,330		17,643

		110,440		84,776

11.

Long-term financial assets



	As at September 30, 2024		As at September 30, 2023

		$		$

Deferred compensation plan assets (Notes 17 and 32)		112,270		88,076

Long-term investments (Note 32)		24,209		17,113

Long-term receivables		10,114		20,774

Long-term derivative financial instruments (Note 32)		2,644		22,005

		149,237		147,968

100 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

12.

Goodwill

The following tables present information on the Company’s operations which are managed through the following nine operating segments: Western and Southern Europe (primarily France, Portugal and Spain); United States (U.S.) Commercial and State Government; Canada; U.S. Federal; Scandinavia and Central Europe (Germany, Sweden and Norway); United Kingdom (U.K.) and Australia; Finland, Poland and Baltics; Northwest and Central-East Europe (primarily Netherlands, Denmark and Czech Republic); and Asia Pacific Global Delivery Centers of Excellence (mainly India and Philippines) (Asia Pacific).

The operating segments reflect the current management structure and the way that the chief operating decision-maker, who is the President and Chief Executive Officer of the Company, evaluates the business.

The Company completed the annual impairment test during the fourth quarter of the fiscal year 2024 and did not identify any impairment.

The movements in goodwill were as follows:


	Western and Southern Europe		U.S. Commercial and State Government			Canada		U.S. Federal			Scandinavia and Central Europe		U.K. and Australia		Finland, Poland and Baltics		Northwest and Central- East Europe		Asia Pacific		Total

		$		$			$		$			$		$		$		$		$		$

As at September 30, 2023		1,555,730		1,258,377			1,142,148		1,090,703			1,383,316		896,809		604,885		532,129		260,353		8,724,450

Business acquisitions (Note 27)		—		42,055			—		397,406			—		—		—		—		—		439,461

Foreign currency translation adjustment		79,977		(2,175	)		—		(3,813	)		79,654		84,131		32,292		25,915		10,484		306,465

As at September 30, 2024		1,635,707		1,298,257			1,142,148		1,484,296			1,462,970		980,940		637,177		558,044		270,837		9,470,376

Key assumptions in goodwill impairment testing

The key assumptions for the CGUs are disclosed in the following tables for the years ended September 30:


2024	Western and Southern Europe		U.S. Commercial and State Government		Canada		U.S. Federal		Scandinavia and Central Europe		U.K. and Australia		Finland, Poland and Baltics		Northwest and Central- East Europe		Asia Pacific

		%		%		%		%		%		%		%		%		%

Pre-tax WACC		10.3		11.4		10.9		10.3		10.0		11.5		10.3		10.2		17.8

Long-term growth rate of net operating cash flows¹		2.0		2.0		2.0		2.0		2.0		2.0		2.0		2.0		2.0

2023	Western and Southern Europe		U.S. Commercial and State Government		Canada		U.S. Federal		Scandinavia and Central Europe		U.K. and Australia		Finland, Poland and Baltics		Northwest and Central- East Europe		Asia Pacific

		%		%		%		%		%		%		%		%		%

Pre-tax WACC		11.7		11.9		11.0		10.3		12.1		13.7		12.2		12.1		20.3

Long-term growth rate of net operating cash flows¹		2.0		2.0		2.0		2.0		2.0		2.0		2.0		2.0		2.0

¹	The long-term growth rate is based on the lower of published industry research growth and 2.0%.

FISCAL 2024 RESULTS — 101

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

13.

Provisions


	Severances¹			Decommissioning liabilities²			Others³			Total

		$			$			$			$

As at September 30, 2023		5,719			19,972			18,472			44,163

Additional provisions		70,153			1,326			16,307			87,786

Utilized amounts		(62,796	)		(1,367	)		(17,942	)		(82,105	)

Reversals of unused amounts		(1,587	)		(1,206	)		(3,366	)		(6,159	)

Discount rate adjustment and imputed interest		—			191			301			492

Foreign currency translation adjustment		514			1,122			609			2,245

As at September 30, 2024		12,003			20,038			14,381			46,422

Current portion		11,797			4,110			11,564			27,471

Non-current portion		206			15,928			2,817			18,951

¹	See Note 25, Cost optimization program and Note 27c), Investments in subsidiaries.

As at September 30, 2024, the decommissioning liabilities were based on the expected cash flows of $20,483,000 and were discounted at a weighted average rate of 1.16%. The timing of settlements of these obligations ranges between one and seventeen years as at September 30, 2024. The reversals of unused amounts are mostly due to favourable settlements.

³	As at September 30, 2024, others included provisions on revenue-generating contracts, onerous supplier contracts mainly under the cost optimization program (Note 25) and acquisition-related and integration costs (Note 27c), as well as litigation and claims.

102 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

14.

Long-term debt


	As at September 30, 2024		As at September 30, 2023

		$		$

2014 U.S. Senior Notes of $473,025 (U.S. $350,000)¹		—		473,808

2021 U.S. Senior Notes of $810,900 (U.S. $600,000) repayable in September 2026 and of $540,600 (U.S. $400,000) repayable in September 2031²		1,342,758		1,342,714

2021 CAD Senior Notes of $600,000 repayable in September 2028³		597,212		596,550

2024 CAD Senior Notes of $300,000 repayable in September 2027 and of $450,000 repayable in September 2029⁴		746,144		—

Unsecured committed term loan credit facility⁵		—		676,886

Other long-term debt		2,194		10,363

		2,688,308		3,100,321

Current portion		999		1,158,971

		2,687,309		1,941,350

¹	In September 2024, the Company repaid the last two series of the senior unsecured notes issued in 2014 of U.S.$350,000,000 (2014 U.S. Senior Notes), for a total amount of $475,825,000, and settled the related cross-currency swaps (Note 32).

The senior unsecured notes issued in 2021 of U.S. $1,000,000,000 (2021 U.S. Senior Notes) are comprised of two series of senior unsecured notes with a weighted average maturity of 4 years and a weighted average interest rate of 1.79%. As at September 30, 2024, these represent an amount of $1,351,500,000, less financing fees.

³	As at September 30, 2024, an amount of $600,000,000 was borrowed, less financing fees. The senior unsecured notes issued in 2021 of $600,000,000 (2021 CAD Senior Notes) are due in September 2028, with an interest rate of 2.10%.

⁴

In September 2024, the Company issued senior unsecured notes (2024 CAD Senior Notes) for a total principal amount of $750,000,000, less financing fees. This issuance is comprised of two series of senior unsecured notes with a weighted average maturity of 4 years and a weighted average interest rate of 4.08%.

⁵	In December 2023, the Company repaid in full its unsecured committed term loan credit facility of U.S. $500,000,000, for a total amount of $670,350,000. The Company also settled the related cross-currency swaps (Note 32).

The Company has an unsecured committed revolving credit facility available for an amount of $1,500,000,000 that expires in November 2028. This facility bears interest at variable reference rate benchmarks, plus a variable margin that is determined based on the Company’s leverage ratio. As at September 30, 2024, there was no amount drawn upon this facility. An amount of $3,645,000 has been committed against this facility to cover various letters of credit issued for clients and other parties. On October 30, 2024, the unsecured committed revolving credit facility was extended by one year to October 30, 2029 and can be further extended. There were no material changes in the terms and conditions including interest rates and banking covenants. The unsecured committed revolving credit facility contains covenants that require the Company to maintain certain financial ratios (Note 33). As at September 30, 2024, the Company was in compliance with these covenants.

FISCAL 2024 RESULTS — 103

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

15.

Other long-term liabilities


	As at September 30, 2024		As at September 30, 2023

		$		$

Deferred revenue		137,450		112,370

Deferred compensation plan liabilities (Note 17)		124,447		97,745

Other		39,185		33,477

		301,082		243,592

16.

Income taxes


	Year ended September 30

		2024		2023

		$		$

Current income tax expense

Current income tax expense in respect of the current year		731,338		697,402

Adjustments recognized in the current year in relation to the income tax expense (recovery) of prior years		12,998		(21,242	)

Total current income tax expense		744,336		676,160

Deferred income tax recovery

Deferred income tax recovery relating to the origination and reversal of temporary differences		(118,893	)	(119,249	)

Adjustments recognized in the current year in relation to the deferred income tax (recovery) expense of prior years		(27,207	)	9,753

Total deferred income tax recovery		(146,100	)	(109,496	)

Total income tax expense		598,236		566,664

The Company’s effective income tax rate differs from the combined Federal and Provincial Canadian statutory tax rate as follows:


	Year ended September 30

		2024		2023

		%		%

Company’s statutory tax rate		26.5		26.5

Effect of foreign tax rate differences		(0.3	)	(0.6	)

Final determination from agreements with tax authorities and expirations of statutes of limitations		(0.3	)	(0.5	)

Non-deductible and tax exempt items		0.3		0.1

Recognition of previously unrecognized temporary differences		(0.3	)	—

Minimum income tax charge		0.2		0.3

Effective income tax rate		26.1		25.8

104 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

16.

Income taxes (continued)

The continuity schedule of deferred tax balances is as follows:


	As at September 30, 2023			Additions from business acquisitions		Recognized in earnings			Recognized in other comprehensive income			Recognized in equity			Foreign currency translation adjustment and other			As at September 30, 2024

	$			$		$			$			$			$			$

Accounts payable and accrued liabilities, provisions and other long-term liabilities		43,673			—		8,844			—			—			683			53,200

Tax benefits on losses carried forward		56,078			—		(7,265	)		—			—			2,367			51,180

Accrued compensation and employee-related liabilities		68,926			—		12,102			—			(3,599	)		1,392			78,821

Retirement benefits obligations		27,243			—		795			(356	)		—			(648	)		27,034

Capitalized research and development		92,880			—		82,302			—			—			(715	)		174,467

Lease liabilities		169,288			—		(16,919	)		—			—			4,110			156,479

PP&E, contract costs, intangible assets and other long-term assets		(123,717	)		—		49,457			—			—			1,111			(73,149	)

Right-of-use assets		(143,411	)		—		23,077			—			—			(3,648	)		(123,982	)

Work in progress		(14,372	)		—		(926	)		—			—			(323	)		(15,621	)

Goodwill		(87,259	)		—		(6,346	)		—			—			(77	)		(93,682	)

Refundable tax credits on salaries		(22,568	)		—		(2,478	)		—			—			103			(24,943	)

Cash flow hedges		(4,010	)		—		14,164			5,374			—			(1,468	)		14,060

Other		11,600			—		(10,707	)		(3,462	)		—			140			(2,429	)

Deferred taxes, net		74,351			—		146,100			1,556			(3,599	)		3,027			221,435

	As at September 30, 2022			Additions from business acquisitions		Recognized in earnings			Recognized in other comprehensive income			Recognized in equity			Foreign currency translation adjustment and other			As at September 30, 2023

	$			$		$			$			$			$			$

Accounts payable and accrued liabilities, provisions and other long-term liabilities		40,214			—		4,007			—			—			(548	)		43,673

Tax benefits on losses carried forward		51,963			—		2,928			—			—			1,187			56,078

Accrued compensation and employee-related liabilities		51,136			—		14,531			—			2,623			636			68,926

Retirement benefits obligations		19,517			—		(5,601	)		13,078			—			249			27,243

Capitalized research and development		—			—		92,880			—			—			—			92,880

Lease liabilities		171,072			—		(5,750	)		—			—			3,966			169,288

PP&E, contract costs, intangible assets and other long-term assets		(151,054	)		2,540		23,567			—			—			1,230			(123,717	)

Right-of-use assets		(132,757	)		—		(6,709	)		—			—			(3,945	)		(143,411	)

Work in progress		(12,828	)		—		(1,283	)		—			—			(261	)		(14,372	)

Goodwill		(81,617	)		—		(6,653	)		—			—			1,011			(87,259	)

Refundable tax credits on salaries		(20,049	)		—		(2,517	)		—			—			(2	)		(22,568	)

Cash flow hedges		(10,398	)		—		(55	)		6,445			—			(2	)		(4,010	)

Other		3,190			—		151			9,339			—			(1,080	)		11,600

Deferred taxes, net		(71,611	)		2,540		109,496			28,862			2,623			2,441			74,351

FISCAL 2024 RESULTS — 105

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

16.

Income taxes (continued)

The deferred tax balances are presented as follows in the consolidated balance sheets:


	As at September 30, 2024			As at September 30, 2023

		$			$

Deferred tax assets		242,567			105,432

Deferred tax liabilities		(21,132	)		(31,081	)

		221,435			74,351

As at September 30, 2024, the Company had $195,358,000 ($279,918,000 as at September 30, 2023) in operating tax losses carried forward, of which $39,077,000 ($104,113,000 as at September 30, 2023) expire at various dates from 2041 to 2043 and $156,281,000 ($175,805,000 as at September 30, 2023) have no expiry dates. As at September 30, 2024, a deferred income tax asset of $46,564,000 ($49,742,000 as at September 30, 2023) has been recognized on $180,647,000 ($187,865,000 as at September 30, 2023) of these losses. The deferred income tax assets are recognized only to the extent that it is probable that taxable income will be available against which the unused tax losses can be utilized. As at September 30, 2024, the Company had $14,711,000 ($84,739,000 as at September 30, 2023) of the unrecognized operating tax losses that have no expiry dates and none will expire ($7,314,000 as at September 30, 2023).

As at September 30, 2024, the Company had $470,177,000 ($424,736,000 as at September 30, 2023) in non-operating tax losses carried forward that have no expiry dates. As at September 30, 2024, a deferred income tax asset of $4,616,000 ($6,336,000 as at September 30, 2023) has been recognized on $17,869,000 ($24,806,000 as at September 30, 2023) of these losses. As at September 30, 2024, the Company had $452,308,000 ($399,930,000 as at September 30, 2023) of unrecognized non-operating tax losses.

As at September 30, 2024, the Company had $1,315,252,000 ($1,365,975,000 as at September 30, 2023) of cash and cash equivalents held by foreign subsidiaries. The tax implications of the repatriation of cash and cash equivalents not considered indefinitely reinvested have been accounted for and will not materially affect the Company’s liquidity. In addition, the Company has not recorded deferred tax liabilities on undistributed earnings of $9,308,421,000 ($8,262,337,000 as at September 30, 2023) coming from its foreign subsidiaries as they are considered indefinitely reinvested. Upon distribution of these earnings in the form of dividends or otherwise, the Company may be subject to taxation.

106 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

17.

Employee benefits

The Company operates various post-employment plans, including defined benefit and defined contribution pension plans as well as other benefit plans for its employees.

DEFINED BENEFIT PLANS

The Company operates defined benefit pension plans primarily for the benefit of employees in the U.K., France and Germany, with smaller plans in other countries. The benefits are based on pensionable salary and years of service and most of them are funded with assets held in separate funds.

The defined benefit plans expose the Company to interest risk, inflation risk, longevity risk, currency risk and market investment risk.

The following description focuses mainly on plans registered in the U.K., France and Germany:

U.K.

In the U.K., the Company has three defined benefit pension plans, the CMG U.K. Pension Scheme, the Logica U.K. Pension & Life Assurance Scheme and the Logica Defined Benefit Pension Plan.

The CMG U.K. Pension Scheme is closed to new employees and is closed to further accrual of rights for existing employees. The Logica U.K. Pension & Life Assurance Scheme is still open but only for employees who come from the civil service with protected pensions. The Logica Defined Benefit Pension Plan is closed to new employees and is closed to further accrual of rights for existing employees. The plan was created to mirror the Electricity Supply Pension Scheme and was created for employees that worked for National Grid and Welsh Water with protected benefits.

Both the Logica U.K. Pension & Life Assurance Scheme and the Logica Defined Benefit Pension Plan are employer and employee based contribution plans.

The trustees are the custodians of the defined benefit pension plans and are responsible for the plan administration, including investment strategies. The trustees review periodically the investment and the asset allocation policies. As such, the CMG U.K. Pension Scheme policy is to target an allocation up to a maximum of 65% to return-seeking assets such as equities; the Logica U.K. Pension & Life Assurance Scheme policy is to invest 15% of the scheme assets in equities and 85% in bonds; and the Logica Defined Benefit Pension Plan policy is to invest 10% of the plan assets in equities and 90% in bonds.

The U.K. Pensions Act 2004 requires that full formal actuarial valuations are carried out at least every three years to determine the contributions that the Company should pay in order for the plan to meet its statutory objective, taking into account the assets already held. In the interim years, the trustees need to obtain estimated funding updates unless the scheme has less than 100 employees in total.

The new funding actuarial valuations of the three defined benefit pension plans described above are being performed as at September 30, 2024 and the results are expected to be available by the end of the 2025 fiscal year. In the meantime, the Company followed the last funding actuarial valuations from 2022 as at September 30, 2024:

–

The actuarial valuation of the CMG U.K. Pension Scheme reported a surplus of $36,812,000. It specified that no supplementary contributions were required in order to reach the plan funding objectives. Since January 1, 2022, the Company did not contribute to the plan; and

–

The actuarial valuation of the Logica U.K. Pension & Life Assurance Scheme reported a surplus of $91,000. It specified that no supplementary contributions were required in order to reach the plan funding objectives. During fiscal 2024, the Company contributed an amount of $447,000 to cover service costs; and

–

The actuarial valuation of the Logica Defined Benefit Pension Plan reported a surplus of $18,901,000. It specified that no supplementary contributions were required in order to reach the plan funding objectives. Since November 30, 2019, the Company did not contribute to the plan.

FISCAL 2024 RESULTS — 107

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

17.

Employee benefits (continued)

DEFINED BENEFIT PLANS (CONTINUED)

France

In France, the retirement indemnities are provided in accordance with the Labour Code. Upon retirement, employees receive an indemnity, depending on the salary and seniority in the Company, in the form of a lump-sum payment.

Germany

In Germany, the Company has numerous defined benefit pension plans which are all closed to new employees. In the majority of the plans, upon retirement of employees, the benefits are in the form of a monthly pension and in a few plans, the employees receive an indemnity in the form of a lump-sum payment. There are no mandatory funding requirements. The plans are funded by the contributions made by the Company. In some plans, insurance policies are taken out to fund retirement benefit plans. These do not qualify as plan assets and are presented as reimbursement rights, unless they are part of a reinsured support fund or are pledged to the employees.

The following tables present amounts for post-employment benefits plans included in the consolidated balance sheets:


As at September 30, 2024	U.K.		France		Germany		Other		Total

	$		$		$		$		$

Defined benefit obligations	(620,308	)	(95,366	)	(74,715	)	(107,559	)	(897,948	)

Fair value of plan assets	642,538		—		12,599		74,891		730,028

	22,230		(95,366	)	(62,116	)	(32,668	)	(167,920	)

Fair value of reimbursement rights	—		—		19,300		375		19,675

Net asset (liability) recognized in the balance sheet	22,230		(95,366	)	(42,816	)	(32,293	)	(148,245	)

Presented as:

Other long-term assets (Note 10)

Insurance contracts held to fund defined benefit pension and life assurance arrangements - reimbursement rights	—		—		19,300		375		19,675

Retirement benefits assets	22,230		—		—		216		22,446

Retirement benefits obligations	—		(95,366	)	(62,116	)	(32,884	)	(190,366	)

	22,230		(95,366	)	(42,816	)	(32,293	)	(148,245	)

As at September 30, 2023	U.K.		France		Germany		Other		Total

	$		$		$		$		$

Defined benefit obligations	(535,633	)	(78,612	)	(67,706	)	(92,703	)	(774,654	)

Fair value of plan assets	536,226		—		11,747		64,138		612,111

	593		(78,612	)	(55,959	)	(28,565	)	(162,543	)

Fair value of reimbursement rights	—		—		19,082		376		19,458

Net asset (liability) recognized in the balance sheet	593		(78,612	)	(36,877	)	(28,189	)	(143,085	)

Presented as:

Other long-term assets (Note 10)

Insurance contracts held to fund defined benefit pension and life assurance arrangements - reimbursement rights	—		—		19,082		376		19,458

Retirement benefits assets	593		—		—		243		836

Retirement benefits obligations	—		(78,612	)	(55,959	)	(28,808	)	(163,379	)

	593		(78,612	)	(36,877	)	(28,189	)	(143,085	)

108 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

17.

Employee benefits (continued)

DEFINED BENEFIT PLANS (CONTINUED)


Defined benefit obligations	U.K.		France		Germany		Other		Total

	$		$		$		$		$

As at September 30, 2023	535,633		78,612		67,706		92,703		774,654

Current service cost	946		6,114		373		6,732		14,165

Interest cost	30,561		3,378		2,738		5,009		41,686

Actuarial losses due to change in financial assumptions¹	29,444		10,088		4,948		3,405		47,885

Actuarial losses due to change in demographic assumptions¹	—		111		—		338		449

Actuarial (gains) losses due to experience¹	(1,222	)	(5,100	)	(787	)	794		(6,315	)

Plan participant contributions	86		—		—		162		248

Benefits paid from the plan	(27,712	)	—		(503	)	(3,536	)	(31,751	)

Benefits paid directly by employer	—		(2,033	)	(3,192	)	(496	)	(5,721	)

Foreign currency translation adjustment¹	52,572		4,196		3,432		2,448		62,648

As at September 30, 2024	620,308		95,366		74,715		107,559		897,948

Defined benefit obligations of unfunded plans	—		95,366		—		21,600		116,966

Defined benefit obligations of funded plans	620,308		—		74,715		85,959		780,982

As at September 30, 2024	620,308		95,366		74,715		107,559		897,948

Defined benefit obligations	U.K.		France		Germany		Other		Total

	$		$		$		$		$

As at September 30, 2022	525,262		77,477		61,420		85,784		749,943

Current service cost	997		6,106		379		6,251		13,733

Interest cost	27,445		3,093		2,600		4,414		37,552

Past service cost	—		(288	)	—		—		(288	)

Actuarial (gains) losses due to change in financial assumptions¹	(54,598	)	(4,575	)	65		(1,581	)	(60,689	)

Actuarial (gains) losses due to change in demographic assumptions¹	(12,077	)	88		—		2		(11,987	)

Actuarial losses (gains) due to experience¹	33,349		(6,035	)	2,571		3,496		33,381

Plan participant contributions	76		—		—		170		246

Benefits paid from the plan	(26,527	)	—		(229	)	(4,359	)	(31,115	)

Benefits paid directly by employer	—		(2,565	)	(2,992	)	(747	)	(6,304	)

Foreign currency translation adjustment¹	41,706		5,311		3,892		(727	)	50,182

As at September 30, 2023	535,633		78,612		67,706		92,703		774,654

Defined benefit obligations of unfunded plans	—		78,612		—		18,132		96,744

Defined benefit obligations of funded plans	535,633		—		67,706		74,571		677,910

As at September 30, 2023	535,633		78,612		67,706		92,703		774,654

¹	Amounts recognized in other comprehensive income.

FISCAL 2024 RESULTS — 109

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

17.

Employee benefits (continued)

DEFINED BENEFIT PLANS (CONTINUED)


Plan assets and reimbursement rights	U.K.		France		Germany		Other		Total

	$		$		$		$		$

As at September 30, 2023	536,226		—		30,829		64,514		631,569

Interest income on plan assets	30,573		—		1,300		3,712		35,585

Employer contributions	426		2,033		2,804		7,714		12,977

Return on assets excluding interest income¹	50,973		—		(906	)	1,579		51,646

Plan participant contributions	86		—		—		162		248

Benefits paid from the plan	(27,712	)	—		(503	)	(3,536	)	(31,751	)

Benefits paid directly by employer	—		(2,033	)	(3,192	)	(496	)	(5,721	)

Administration expenses paid from the plan	(1,462	)	—		—		—		(1,462	)

Foreign currency translation adjustment¹	53,428		—		1,567		1,617		56,612

As at September 30, 2024	642,538		—		31,899		75,266		749,703

Plan assets	642,538		—		12,599		74,891		730,028

Reimbursement rights	—		—		19,300		375		19,675

As at September 30, 2024	642,538		—		31,899		75,266		749,703

Plan assets and reimbursement rights	U.K.		France		Germany		Other		Total

	$		$		$		$		$

As at September 30, 2022	571,909		—		29,523		59,414		660,846

Interest income on plan assets	29,902		—		1,283		3,370		34,555

Employer contributions	339		2,565		2,983		6,744		12,631

Return on assets excluding interest income¹	(84,003	)	—		(1,668	)	(12	)	(85,683	)

Plan participant contributions	76		—		—		170		246

Benefits paid from the plan	(26,527	)	—		(229	)	(4,359	)	(31,115	)

Benefits paid directly by employer	—		(2,565	)	(2,992	)	(747	)	(6,304	)

Administration expenses paid from the plan	(1,779	)	—		—		(5	)	(1,784	)

Foreign currency translation adjustment¹	46,309		—		1,929		(61	)	48,177

As at September 30, 2023	536,226		—		30,829		64,514		631,569

Plan assets	536,226		—		11,747		64,138		612,111

Reimbursement rights	—		—		19,082		376		19,458

As at September 30, 2023	536,226		—		30,829		64,514		631,569

¹	Amounts recognized in other comprehensive income.

110 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

17.

Employee benefits (continued)

DEFINED BENEFIT PLANS (CONTINUED)

The plan assets at the end of the years consist of:


As at September 30, 2024	U.K.	Germany	Other	Total

	$	$	$	$

Quoted equities	260,103	—	—	260,103

Quoted bonds	158,739	—	—	158,739

Cash	3,123	—	68	3,191

Other¹	220,573	12,599	74,823	307,995

	642,538	12,599	74,891	730,028

As at September 30, 2023	U.K.	Germany	Other	Total

	$	$	$	$

Quoted equities	205,130	—	—	205,130

Quoted bonds	139,584	—	—	139,584

Cash	5,566	—	76	5,642

Other¹	185,946	11,747	64,062	261,755

	536,226	11,747	64,138	612,111

¹	Other is mainly composed of quoted investment funds and various insurance policies to cover some of the defined benefit obligations.

Plan assets do not include any shares of the Company, property occupied by the Company or any other assets used by the Company.

The following table summarizes the expense¹ recognized in the consolidated statements of earnings:


	Year ended September 30

	2024	2023

	$	$

Current service cost	14,165	13,734

Past service cost	—	(288	)

Net interest on net defined benefit obligations or assets	6,101	2,998

Administration expenses	1,462	1,784

	21,728	18,228

¹	The expense was presented as costs of services, selling and administrative for an amount of $14,165,000 and as net finance costs for an amount of $7,563,000 (Note 26) ($13,446,000 and $4,782,000, respectively for the year ended September 30, 2023).

FISCAL 2024 RESULTS — 111

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

17.

Employee benefits (continued)

DEFINED BENEFIT PLANS (CONTINUED)

Actuarial assumptions

The following are the principal actuarial assumptions calculated as weighted averages of the defined benefit obligations. The assumed discount rates, future salary and pension increases, inflation rates and mortality all have a significant effect on the accounting valuation.


As at September 30, 2024	U.K	France	Germany	Other

	%	%	%	%

Discount rate	5.00	3.33	3.33	5.06

Future salary increases	0.31	4.10	2.50	2.74

Future pension increases	3.01	—	2.10	0.31

Inflation rate	3.15	2.00	2.00	3.44

As at September 30, 2023	U.K.	France	Germany	Other

	%	%	%	%

Discount rate	5.60	4.20	4.06	5.62

Future salary increases	0.33	4.15	2.50	2.76

Future pension increases	3.20	—	2.10	0.29

Inflation rate	3.39	2.10	2.00	3.46

The average longevity over 65 of an employee presently at age 45 and 65 are as follows:

As at September 30, 2024

U.K.

Germany

(in years)

Longevity at age 65 for current employees

Males

22.1

21.0

Females

23.9

24.0

Longevity at age 45 for current employees

Males

23.5

24.0

Females

25.4

27.0

As at September 30, 2023

U.K.

Germany

(in years)

Longevity at age 65 for current employees

Males

22.0

21.0

Females

23.8

24.0

Longevity at age 45 for current employees

Males

23.4

24.0

Females

25.3

26.0

112 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

17.

Employee benefits (continued)

DEFINED BENEFIT PLANS (CONTINUED)

Actuarial assumptions (continued)

Assumptions regarding future mortality are set based on actuarial advice in accordance with published statistics and experience in each country. Mortality assumptions for the most significant countries are based on the following post-retirement mortality tables for the year ended September 30, 2024: (1) U.K.: 100% of the mortality rates in 2019 Vita Curves plus CMI_2020 projections model with a smoothing parameter (Sk) of 7.5, an Initial Addition (A) parameter of 0, nil weighting on 2020 data (w2020=0) and a 1.25% p.a. minimum long term improvement rate for both males and females, (2) Germany: Heubeck RT2018G and (3) France: INSEE 2018-2020 (INSEE TVTD 2017-2019 for the year ended September 30, 2023).

The following tables show the sensitivity of the defined benefit obligations to changes in the principal actuarial assumptions:


As at September 30, 2024	U.K.		France		Germany

	$		$		$

Increase of 0.25% in the discount rate	(18,334	)	(2,927	)	(1,796	)

Decrease of 0.25% in the discount rate	19,263		3,056		1,874

Salary increase of 0.25%	181		3,151		23

Salary decrease of 0.25%	(179	)	(3,029	)	(21	)

Pension increase of 0.25%	10,675		—		948

Pension decrease of 0.25%	(9,287	)	—		(913	)

Increase of 0.25% in inflation rate	12,047		3,151		948

Decrease of 0.25% in inflation rate	(11,798	)	(3,029	)	(913	)

Increase of one year in life expectancy	15,309		664		2,025

Decrease of one year in life expectancy	(15,478	)	(710	)	(1,809	)

As at September 30, 2023	U.K.		France		Germany

	$		$		$

Increase of 0.25% in the discount rate	(15,631	)	(2,370	)	(1,596	)

Decrease of 0.25% in the discount rate	16,416		2,473		1,663

Salary increase of 0.25%	137		2,572		23

Salary decrease of 0.25%	(132	)	(2,474	)	(21	)

Pension increase of 0.25%	8,713		—		834

Pension decrease of 0.25%	(8,503	)	—		(805	)

Increase of 0.25% in inflation rate	12,348		5,660		834

Decrease of 0.25% in inflation rate	(11,948	)	(5,110	)	(805	)

Increase of one year in life expectancy	12,614		943		1,702

Decrease of one year in life expectancy	(12,801	)	(1,258	)	(1,530	)

The sensitivity analysis above has been based on a method that extrapolates the impact on the defined benefit obligations as a result of reasonable changes in key assumptions occurring at the end of the year.

The remaining weighted average duration of the defined benefit obligations are as follows:


	Year ended September 30

	2024	2023

	(in years)

U.K.	13	13

France	17	17

Germany	10	10

Other	9	9

FISCAL 2024 RESULTS — 113

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

17.

Employee benefits (continued)

DEFINED BENEFIT PLANS (CONTINUED)

The Company expects to contribute $8,616,000 to defined benefit plans during the next year, of which $369,000 relates to the U.K. plans, and $8,246,000 relates to the other plans.

DEFINED CONTRIBUTION PLANS

The Company also operates defined contribution pension plans. In some countries, contributions are made into the state pension plans. The pension cost for defined contribution plans amounted to $296,470,000 in 2024 ($282,284,000 in 2023).

In addition, in Sweden, the Company contributes to a multi-employer plan, Alecta SE (Alecta) pension plan, which is a defined benefit pension plan. This pension plan is classified as a defined contribution plan as sufficient information is not available to use defined benefit accounting. Alecta lacks the possibility of establishing an exact distribution of assets and provisions to the respective employers. The Company’s proportion of the total contributions to the plan is 0.72% and the Company’s proportion of the total number of active employees in the plan is 0.48%.

Alecta uses a collective funding ratio to determine the surplus or deficit in the pension plan. Any surplus or deficit in the plan will affect the amount of future contributions payable. The collective funding is the difference between Alecta’s assets and the commitments to the policy holders and insured individuals. The collective funding ratio is normally allowed to vary between 125% and 175%. As at September 30, 2024, Alecta collective funding ratio was 163% (178% in 2023). The plan expense was $23,422,000 in 2024 ($25,311,000 in 2023). The Company expects to contribute $18,043,000 to the plan during the next year.

OTHER BENEFIT PLANS

As at September 30, 2024, the deferred compensation liability totaled $124,447,000 ($97,745,000 as at September 30, 2023) (Note 15) and the deferred compensation assets totaled $112,270,000 ($88,076,000 as at September 30, 2023) (Note 11). The deferred compensation liability is mainly related to plans covering some of its U.S. management. Some of the plans include assets that will be used to fund the liabilities.

For the deferred compensation plan in the U.S., a trust was established so that the plan assets could be segregated; however, the assets are subject to the Company’s general creditors in the case of bankruptcy. The assets composed of investments vary with employees’ contributions and changes in the value of the investments. The change in liabilities associated with the plan is equal to the change of the assets. The assets in the trust and the associated liabilities totaled $112,270,000 as at September 30, 2024 ($88,076,000 as at September 30, 2023).

114 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

18.

Accumulated other comprehensive income


	As at September 30, 2024		As at September 30, 2023

	$		$

Items that will be reclassified subsequently to net earnings:

Net unrealized gains on translating financial statements of foreign operations, net of accumulated income tax expense of $44,210 ($44,867 as at September 30, 2023)	896,259		534,321

Net losses on cross-currency swaps and on translating long-term debt designated as hedges of net investments in foreign operations, net of accumulated income tax recovery of $48,921 ($49,991 as at September 30, 2023)	(388,957	)	(325,649	)

Deferred gains of hedging on cross-currency swaps, net of accumulated income tax expense of $2,907 ($1,754 as at September 30, 2023)	19,031		13,541

Net unrealized (losses) gains on cash flow hedges, net of accumulated income tax recovery of $1,421 (net of accumulated income tax expense of $3,953 as at September 30, 2023)	(6,930	)	11,524

Net unrealized gains (losses) on financial assets at fair value through other comprehensive income, net of accumulated income tax expense of $707 (net of accumulated income tax recovery of $1,189 as at September 30, 2023)	2,447		(3,412	)

Items that will not be reclassified subsequently to net earnings:

Net remeasurement losses on defined benefit plans, net of accumulated income tax recovery of $24,817 ($25,173 as at September 30, 2023)	(70,597	)	(71,350	)

	451,253		158,975

For the year ended September 30, 2024, $10,872,000 of the net unrealized gains on cash flow hedges, net of income tax expense of $3,814,000, previously recognized in other comprehensive income were reclassified in the consolidated statements of earnings ($17,937,000 and $6,278,000, respectively, were reclassified for the year ended September 30, 2023).

For the year ended September 30, 2024, $12,562,000 of the deferred gains of hedging on cross-currency swaps, net of income tax expense of $1,919,000, were also reclassified in the consolidated statements of earnings ($18,540,000 and $2,832,000, respectively for the year ended September 30, 2023).

19.

Capital stock

The Company’s authorized share capital is comprised of an unlimited number, all without par value, of:

–

First preferred shares, issuable in series, carrying one vote per share, each series ranking equal with other series, but prior to second preferred shares, Class A subordinate voting shares and Class B shares (multiple voting) with respect to the payment of dividends;

–

Second preferred shares, issuable in series, non-voting, each series ranking equal with other series, but prior to Class A subordinate voting shares and Class B shares (multiple voting) with respect to the payment of dividends;

–

Class A subordinate voting shares, carrying one vote per share, participating equally with Class B shares (multiple voting) with respect to the payment of dividends and convertible into Class B shares (multiple voting) under certain conditions in the event of certain takeover bids on Class B shares (multiple voting); and

–

Class B shares (multiple voting), carrying ten votes per share, participating equally with Class A subordinate voting shares with respect to the payment of dividends and convertible at any time at the option of the holder into Class A subordinate voting shares.

FISCAL 2024 RESULTS — 115

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

19.

Capital stock (continued)

For the fiscal years 2024 and 2023, the number of issued and outstanding Class A subordinate voting shares and Class B shares (multiple voting) varied as follows:


	Class A subordinate voting shares				Class B shares (multiple voting)						Total

	Number		Carrying value		Number		Carrying value		Number		Carrying value

			$				$				$

As at September 30, 2022	211,302,549		1,456,275		26,445,706		36,894		237,748,255		1,493,169

Release of shares held in trusts	—		13,680		—		—		—		13,680

Purchased and held in trusts	—		(74,455	)	—		—		—		(74,455	)

Issued upon exercise of stock options	1,646,044		106,051		—		—		1,646,044		106,051

Purchased and cancelled	(6,234,096	)	(61,265	)	—		—		(6,234,096	)	(61,265	)

As at September 30, 2023	206,714,497		1,440,286		26,445,706		36,894		233,160,203		1,477,180

Release of shares held in trusts	—		14,078		—		—		—		14,078

Purchased and held in trusts	—		(66,847	)	—		—		—		(66,847	)

Issued upon exercise of stock options	1,333,876		91,800		—		—		1,333,876		91,800

Purchased and cancelled	(6,597,158	)	(45,878	)	—		—		(6,597,158	)	(45,878	)

Conversion of shares	2,322,948		3,241		(2,322,948	)	(3,241	)	—		—

As at September 30, 2024	203,774,163		1,436,680		24,122,758		33,653		227,896,921		1,470,333

a)	Shares held in trusts

During the year ended September 30, 2024, 171,751 shares held in trust were released (172,018 during the year ended September 30, 2023) with a recorded value of $14,078,000 ($13,680,000 during the year ended September 30, 2023) that was removed from contributed surplus.

During the year ended September 30, 2024, the Company settled the withholding tax obligations of the employees under the Share Unit Plan for a cash payment of $15,407,000 ($13,879,000 during the year ended September 30, 2023).

During the year ended September 30, 2024, the trustees, in accordance with the terms of the Share Unit Plan and Trust Agreements, purchased 463,364 Class A subordinate voting shares of the Company on the open market (640,052 during the year ended September 30, 2023) for a total cash consideration of $66,847,000 ($74,455,000 during the year ended September 30, 2023).

As at September 30, 2024, 2,601,356 Class A subordinate voting shares were held in trusts under the Share Unit Plan (2,309,743 as at September 30, 2023).

b)	Exercises of stock options

The carrying value of Class A subordinate voting shares includes $15,265,000 which corresponds to a reduction in contributed surplus representing the value of accumulated compensation costs associated with the stock options exercised during the year ended September 30, 2024 ($17,735,000 during the year ended September 30, 2023).

c)	Shares purchased and cancelled

On January 30, 2024, the Company’s Board of Directors authorized and subsequently received regulatory approval from the Toronto Stock Exchange (TSX), for the renewal of its Normal Course Issuer Bid (NCIB), which allows for the purchase for cancellation of up to 20,457,737 Class A subordinate voting shares on the open market through the TSX, the New York Stock Exchange (NYSE) and/or alternative trading systems or otherwise pursuant to exemption orders issued by securities regulators. The Class A subordinate voting shares were available for purchase for cancellation commencing on February 6, 2024, until no later than February 5, 2025, or on such earlier date when the Company has either acquired the maximum number of Class A subordinate voting shares allowable under the NCIB or elects to terminate the bid.

During the year ended September 30, 2024, the Company purchased for cancellation 1,965,800 Class A subordinate voting shares (2,857,550 during the year ended September 30, 2023) under its previous and current NCIB for a total cash consideration of $275,218,000 ($386,906,000 during the year ended September 30, 2023) and the excess of the purchase price over the carrying value in the amount of $258,883,000 ($363,747,000 during the year ended September 30, 2023) was charged to retained earnings.

116 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

19.

Capital stock (continued)

c)	Shares purchased and cancelled (continued)

In addition, during the year ended September 30, 2024, the Company entered into a private agreement with the Founder and Executive Chairman of the Board of the Company, as well as a wholly-owned holding company, to purchase for cancellation 1,674,930 Class A subordinate voting shares under its current NCIB for a total cash consideration of $250,000,000, excluding transaction costs of $370,000. The excess of the purchase price over the carrying value in the amount of $244,821,000 was charged to retained earnings. The 1,674,930 Class A subordinate voting shares purchased for cancellation on February 23, 2024, included 1,266,366 Class B shares (multiple voting) converted into Class A subordinate voting shares on February 23, 2024, by a holding company wholly-owned by the Founder and Executive Chairman of the Board of the Company. The repurchase transaction was reviewed and recommended for approval by an independent committee of the Board of Directors of the Company following the receipt of an external opinion regarding the reasonableness of the financial terms of the transaction, and ultimately approved by the Board of Directors. The purchase was made pursuant to an exemption order issued by the Autorité des marchés financiers and is considered within the annual aggregate limit that the Company is entitled to purchase under its current NCIB.

Additionally, also during the year ended September 30, 2024, the Company purchased for cancellation 2,887,878 Class A subordinate voting shares under its current NCIB from the Caisse de dépôt et placement du Québec (CDPQ) for a total cash consideration of $400,000,000 (3,344,996 and $400,000,000, respectively during the year ended September 30, 2023). The excess of the purchase price over the carrying value in the amount of $375,636,000 was charged to retained earnings ($361,791,000 during the year ended September 30, 2023). The purchase was made pursuant to an exemption order issued by the Autorité des marchés financiers and is considered within the annual aggregate limit that the Company is entitled to purchase under its current NCIB.

During the year ended September 30, 2024, the Company also paid for and cancelled 68,550 Class A subordinate voting shares under its previous NCIB, with a carrying value of $558,000 and for a total cash consideration of $9,177,000, which were purchased but were neither paid nor cancelled as at September 30, 2023 (100,100 Class A subordinate voting shares, $778,000 and $10,291,000, respectively, during the year ended September 30, 2023, which were purchased, or committed to be purchased, but were neither paid nor cancelled as at September 30, 2022).

On June 20, 2024, the Canadian government enacted new legislation to implement tax measures on equity repurchased by public companies. The legislation requires a company to pay a 2.0% tax on the fair market value of their repurchased shares. This tax liability can be offset by the issuance of new equity during the relevant taxation year. The tax applies retroactively to repurchases and issuances of equity that occurred on or after January 1, 2024. As of September 30, 2024, the Company has complied with this new legislation, and recorded $13,565,000 of accrued liabilities related to shares repurchased net of issuance of stock options, with a corresponding reduction to retained earnings.

d)	Conversion of shares

During the year ended September 30, 2024, the Co-Founder and Advisor to the Executive Chairman of the Board of the Company converted a total of 900,000 Class B shares (multiple voting) into 900,000 Class A subordinate voting shares.

In addition, during the year ended September 30, 2024, a holding company wholly-owned by the Founder and Executive Chairman of the Board of the Company converted a total of 1,422,948 Class B shares (multiple voting) into 1,422,948 Class A subordinate voting shares.

e)	Dividends

On November 5, 2024, the Company’s Board of Directors approved a quarterly cash dividend for holders of Class A subordinate voting shares and Class B shares (multiple voting) of $0.15 per share. This dividend is payable on December 20, 2024 to shareholders of record as of the close of business on November 20, 2024. The dividend is designated as an “eligible dividend” for Canadian tax purposes.

FISCAL 2024 RESULTS — 117

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

20.

Share-based payments

a)	Performance share units and restricted share units

The Company operates a Share Unit Plan, which was amended on April 30, 2024, to provide for the option to award both PSUs and RSUs. Under the Share Unit Plan, the Board of Directors may grant:

–

PSUs to certain employees and officers which entitle them to receive one Class A subordinate voting share for each PSU. The vesting performance conditions are determined by the Board of Directors at the time of each grant. PSUs expire on the business day preceding December 31 of the third calendar year following the end of the fiscal year during which the PSU award was made, except in the event of retirement, termination of employment or death. Conditionally upon achievement of performance objectives, granted PSUs under the Share Unit Plan vest at the end of the four-year period.

–

RSUs to certain employees and officers which entitle them to receive one Class A subordinate voting share for each RSU. RSUs do not have any vesting performance conditions. RSUs expire on the business day preceding December 31 of the third calendar year following the end of the fiscal year during which the RSU award was made, except in the event of retirement, termination of employment or death. Granted RSUs under the Share Unit Plan vest at the end of the four-year period.

Class A subordinate voting shares purchased in connection with the Share Unit Plan are held in trusts for the benefit of the participants. The trusts, considered as structured entities, are consolidated in the Company’s consolidated financial statements with the cost of the purchased shares recorded as a reduction of capital stock (Note 19).

There are currently no outstanding RSUs under the Share Unit Plan. The following table presents information concerning the number of outstanding PSUs granted by the Company under the Share Unit Plan:



Outstanding as at September 30, 2022	1,809,591

Granted¹	899,511

Exercised (Note 19)	(294,203	)

Forfeited	(162,449	)

Outstanding as at September 30, 2023	2,252,450

Granted¹	799,418

Exercised (Note 19)	(280,265	)

Forfeited	(243,403	)

Outstanding as at September 30, 2024	2,528,200

¹	The PSUs granted in 2024 had a weighted average grant date fair value of $137.90 per unit ($112.49 in 2023).

118 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

20.

Share-based payments (continued)

b)	Stock options

Under the Company’s stock option plan, the Board of Directors may grant, at its discretion, stock options to purchase Class A subordinate voting shares to certain employees, officers and directors of the Company and its subsidiaries. The exercise price is established by the Board of Directors and is equal to the closing price of the Class A subordinate voting shares on the TSX on the day preceding the date of the grant. Stock options generally vest over four years from the date of grant conditionally upon achievement of performance objectives and must be exercised within a ten-year period, except in the event of retirement, termination of employment or death. As at September 30, 2024, 15,368,084 Class A subordinate voting shares were reserved for issuance under the stock option plan.

The following table presents information concerning the outstanding stock options granted by the Company:


				2024					2023

	Number of options			Weighted average exercise price per share		Number of options			Weighted average exercise price per share

				$					$

Outstanding, beginning of year		5,211,472			70.21		6,882,845			66.36

Exercised (Note 19)		(1,333,876	)		57.38		(1,646,044	)		53.65

Forfeited		(12,575	)		97.84		(23,626	)		99.78

Expired		(2,494	)		98.65		(1,703	)		102.70

Outstanding, end of year		3,862,527			74.53		5,211,472			70.21

Exercisable, end of year		3,699,805			73.51		4,772,088			67.46

The weighted average share price at the date of exercise for stock options exercised in 2024 was $145.60 ($123.25 in 2023).

The following table summarizes information about the outstanding stock options granted by the Company as at September 30, 2024:

Options outstanding

Options exercisable

Range of
exercise price

Number of
options

Weighted
average
remaining
contractual life

Weighted
average
exercise price

Number of
options

Weighted
average
exercise price

(in years)

39.47 to 41.63

44,112

0.12

39.65

44,112

39.65

47.36 to 52.63

310,323

0.98

48.39

310,323

48.39

56.69 to 63.23

1,787,289

2.45

63.20

1,787,289

63.20

67.04 to 85.62

968,073

3.94

84.57

968,073

84.57

97.84 to 115.01

752,730

5.94

101.35

590,008

102.31

3,862,527

3.36

74.53

3,699,805

73.51

c)	Share purchase plan

Under the share purchase plan, the Company contributes an amount equal to a percentage of the employee’s basic contribution, up to a maximum of 3.50%. An employee may make additional contributions in excess of the basic contribution. However, the Company does not match contributions in the case of such additional contributions. The employee and Company’s contributions are remitted to an independent plan administrator who purchases Class A subordinate voting shares on the open market on behalf of the employee through either the TSX or NYSE.

FISCAL 2024 RESULTS — 119

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

20.

Share-based payments (continued)

d)	Deferred share unit plan

External members of the Board of Directors (participants) are entitled to receive part or their entire retainer fee in DSUs. DSUs are granted with immediate vesting and must be exercised no later than December 15 of the calendar year immediately following the calendar year during which the participant ceases to act as a director. Each DSU entitles the holder to receive a cash payment equal to the closing price of Class A subordinate voting shares on the TSX on the payment date. As at September 30, 2024, the number of outstanding DSUs was 110,412 (122,969 DSUs as at September 30, 2023).

e)	Share-based payment costs

The share-based payment expense recorded in costs of services, selling and administrative is as follows:


	Year ended September 30

	2024		2023

	$		$

PSUs		67,054		55,847

Stock options		786		2,367

Share purchase plan		181,989		169,418

DSUs		4,384		5,332

		254,213		232,964

21.

Earnings per share

The following table sets forth the computation of basic and diluted earnings per share for the years ended September 30:


					2024						2023

	Net earnings		Weighted average number of shares outstanding¹		Earnings per share		Net earnings		Weighted average number of shares outstanding¹		Earnings per share

	$				$		$				$

Basic		1,692,715		228,074,108		7.42		1,631,249		234,041,041		6.97

Net effect of dilutive stock options and PSUs²				3,598,753						3,661,040

Diluted		1,692,715		231,672,861		7.31		1,631,249		237,702,081		6.86

During the year ended September 30, 2024, 6,528,608 Class A subordinate voting shares purchased for cancellation and 2,601,356 Class A subordinate voting shares held in trust were excluded from the calculation of the weighted average number of shares outstanding as of the date of transaction (6,273,046 and 2,309,743, respectively during the year ended September 30, 2023).

²	For the year ended September 30, 2024 and 2023, no stock options were excluded from the calculation of the diluted earnings per share as all stock options were dilutive.

22.

Remaining performance obligations

Remaining performance obligations relates to Company’s performance obligations that are partially or fully unsatisfied under fixed-fee arrangements recognized using the percentage-of-completion method.

The amount of the selling price allocated to remaining performance obligations as at September 30, 2024 is $1,179,804,000 ($982,531,000 as at September 30, 2023) and is expected to be recognized as revenue within a weighted average of 1.7 years (2 years as at September 30, 2023).

120 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

23.

Costs of services, selling and administrative


	Year ended September 30

	2024		2023

	$		$

Salaries and other employee costs¹		9,156,779		8,870,235

Professional fees and other contracted labour		1,436,403		1,500,613

Hardware, software and data center related costs		866,883		827,613

Property costs		201,194		213,962

Amortization, depreciation and impairment (Note 24)		522,308		506,122

Other operating expenses		76,163		63,876

		12,259,730		11,982,421

¹	Net of R&D and other tax credits of $134,911,000 in 2024 ($159,390,000 in 2023).

24.

Amortization, depreciation and impairment


	Year ended September 30

	2024			2023

	$			$

Depreciation of PP&E (Note 6)		134,818			142,653

Impairment of PP&E (Note 6)		115			—

Depreciation of right-of-use assets (Note 7)		126,615			143,030

Impairment of right-of-use assets (Note 7)		—			2,274

Amortization of contract costs related to transition costs		59,191			55,194

Impairment of contract costs related to transition costs		4,254			—

Amortization of intangible assets (Note 9)		185,741			162,971

Impairment of intangible assets (Note 9)		11,574			—

Included in costs of services, selling and administrative (Note 23)		522,308			506,122

Amortization of contract costs related to incentives (presented as a reduction of revenue)		2,806			2,793

Amortization of deferred financing fees (presented in finance costs)		630			816

Amortization of premiums and discounts on investments related to funds held for clients (presented net as an increase of revenue)		(1,584	)		(1,832	)

Depreciation of PP&E (presented in integration costs) (Note 6)		—			712

Impairment of PP&E (presented in integration costs) (Note 6)		149			648

Impairment of PP&E (presented in cost optimization program) (Note 6 and 25)		2,431			1,938

Impairment of right-of-use assets (presented in integration costs) (Note 7)		—			5,143

Impairment of right-of-use assets (presented in cost optimization program) (Note 7 and 25)		10,119			2,232

Amortization of intangible assets (presented in integration costs) (Note 9)		—			1,076

		536,859			519,648

FISCAL 2024 RESULTS — 121

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

25.

Cost optimization program

During the year ended September 30, 2023, the Company initiated a cost optimization program to accelerate actions to improve operational efficiencies, including the increased use of automation and global delivery, and to rightsize its global real estate portfolio.

As at March 31, 2024, the Company completed its cost optimization program for a total cost of $100,027,000, of which $91,063,000 was expensed during the year ended September 30, 2024. These amounts included costs for terminations of employment of $69,500,000, accounted for in severance provisions (Note 13), and costs of vacating leased premises of $21,563,000, composed of impairment of right-of-use assets of $10,119,000 (Note 24), onerous supplier contract costs of $9,013,000 as well as impairment of PP&E of $2,431,000 (Note 24) related to leasehold improvements and furniture, fixtures and equipment.

During the year ended September 30, 2023, the Company recorded $8,964,000 of costs. This amount included costs for terminations of employment of $2,613,000, accounted for in severance provisions (Note 13), and costs of vacating leased premises of $6,351,000, composed of impairment of right-of-use assets of $2,232,000 (Note 24), onerous supplier contract costs of $2,181,000 as well as impairment of PP&E of $1,938,000 (Note 24) related to leasehold improvements and furniture, fixtures and equipment.

26.

Net finance costs


	Year ended September 30

	2024			2023

	$			$

Interest on long-term debt		48,002			53,871

Interest on lease liabilities		29,234			29,115

Net interest costs on net defined benefit pension plans (Note 17)		7,563			4,782

Other finance costs		6,135			6,192

Finance costs		90,934			93,960

Finance income		(63,045	)		(41,497	)

		27,889			52,463

27.

Investments in subsidiaries

a)	Acquisitions and disposals

The Company made the following acquisitions during the year ended September 30, 2024:

–

On October 10, 2023, the Company acquired all of the outstanding units of Momentum Industries Holdings, LLC. (Momentum), for a total purchase price of $53,341,000. Momentum is an IT and business consulting firm specializing in digital transformation, data and analytics and managed services, based in the U.S. and headquartered in Miami, Florida.

–

On July 3, 2024, the Company acquired the assets of Celero Solutions’ (Celero) credit union business, consisting of master services agreements that span managed services, core banking, digital banking and related IT services, based in Canada, for a total purchase price of $19,067,000.

–

On September 13, 2024, the Company acquired all of the outstanding units of Aeyon LLC (Aeyon), a digital transformation, data management and analytics, and intelligent automation services partner to the U.S. Federal Government, based in the U.S. and headquartered in Vienna, Virginia, for a total purchase price of $317,841,000.

These acquisitions were made to further expand CGI’s footprint in their respective regions and to complement CGI’s proximity model.

122 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

27.

Investments in subsidiaries (continued)

The following table presents the fair value of assets acquired and liabilities assumed for all acquisitions based on the acquisition-date fair values of the identifiable tangible and intangible assets acquired and liabilities assumed:

Aeyon

Others

Total

Current assets

34,206

17,696

51,902

PP&E (Note 6)

1,029

349

1,378

Right-of-use assets (Note 7)

1,073

1,268

2,341

Intangible assets¹(Note 9)

101,856

22,543

124,399

Goodwill²(Note 12)

397,406

42,055

439,461

Current liabilities

(54,728

)

(15,307

)

(70,035

)

Long-term debt (Note 28c)

(162,146

)

—

(162,146

)

Lease liabilities

(1,073

)

(1,268

)

(2,341

)

317,623

67,336

384,959

Cash acquired

218

5,072

5,290

Net assets acquired

317,841

72,408

390,249

Consideration paid

317,841

65,414

383,255

Consideration payable

—

6,994

¹	Intangible assets are mainly composed of client relationships and backlog.

²	The goodwill arising from the acquisitions mainly represents the future economic value associated to acquired work force and synergies with the Company’s operations. The goodwill is deductible for tax purposes.

During the year ended September 30, 2024, the Company finalized the fair value assessment of assets acquired and liabilities assumed for Momentum.

The fair value of all assets acquired and liabilities assumed for Celero and Aeyon are preliminary and are expected to be completed as soon as management will have gathered all the information available and considered necessary in order to finalize this allocation.

Based on the historical financial performance and excluding any financial synergies, for the year ended September 30, 2024, Aeyon would have contributed approximately $265,000,000 of revenues and $8,000,000 of net earnings to the financial results of the Company had the acquisition date been October 1, 2023.

Furthermore, since the date of acquisition, the Aeyon acquisition generated $12,000,000 in revenues and $500,000 of net earnings to the financial results of the Company.

b)	Business acquisitions realized in the prior fiscal year

There were no significant acquisitions or disposals for the year ended September 30, 2023.

During the year ended September 30, 2024, the Company paid $2,348,000 related to acquisitions realized in prior fiscal years.

FISCAL 2024 RESULTS — 123

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

27.

Investments in subsidiaries (continued)

c)	Acquisition-related and integration costs

During the year ended September 30, 2024, the Company incurred $5,866,000 of acquisition-related and integration costs. These costs were acquisition-related costs related to professional fees of $2,437,000. Integration costs were related to costs of vacating leased premises of $947,000, costs of rationalizing the redundancy of employment of $653,000, accounted for in severance provisions (Note 13), and other integration costs towards the CGI operating model of $1,829,000.

During the year ended September 30, 2023, the Company incurred $53,401,000 of integration costs. These costs were related to costs of vacating leased premises of $10,774,000, costs of rationalizing the redundancy of employment of $23,226,000, accounted for in severance provisions (Note 13), and other integration costs towards the CGI operating model of $19,401,000.

28.

Supplementary cash flow information

a)	Net change in non-cash working capital items and others is as follows for the years ended September 30:


	2024			2023

		$			$

Accounts receivable		106,360			(31,120	)

Work in progress		(8,999	)		76,554

Prepaid expenses and other assets		4,466			3,547

Long-term financial assets		(24,423	)		(9,911	)

Accounts payable and accrued liabilities		22,151			(130,172	)

Accrued compensation and employee-related liabilities		(27,689	)		(57,644	)

Deferred revenue		50,420			45,681

Income taxes		(98,207	)		105,577

Provisions		(594	)		(10,129	)

Long-term liabilities		33,540			18,893

Derivative financial instruments		634			(682	)

Retirement benefits obligations		7,337			5,871

		64,996			16,465

b)	Non-cash operating and investing activities are as follows for the years ended September 30:


	2024			2023

		$			$

Operating activities

Accounts receivable		(12	)		—

Accounts payable and accrued liabilities		35,992			32,392

Provisions		576			1,088

Other long-term liabilities		13,524			4,768

		50,080			38,248

Investing activities

Purchase of PP&E		(11,158	)		(14,374	)

Additions, disposals/retirements, change in estimates and lease modifications of right-of-use assets		(110,778	)		(86,691	)

Additions to intangible assets		(40,908	)		(28,944	)

		(162,844	)		(130,009	)

124 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

28.

Supplementary cash flow information (continued)

c)	Changes arising from financing activities are as follows for the years ended September 30:


							2024									2023

	Long-term debt			Derivative financial instruments to hedge long-term debt			Lease liabilities			Long-term debt			Derivative financial instruments to hedge long-term debt			Lease liabilities

		$			$			$			$			$			$

Balance, beginning of year		3,100,321			(97,575	)		641,963			3,267,034			(146,215	)		709,201

Cash used in financing activities excluding equity

Increase of long-term debt		747,073			—			—			948			—			—

Repayment of long-term debt and lease liabilities		(1,154,878	)		—			(146,762	)		(79,150	)		—			(161,211	)

Repayment of debt assumed in business acquisitions that occurred in prior year		(162,146	)		—			—			(56,994	)		—			—

Settlement of derivative financial instruments (Note 32)		—			38,943			—			—			2,921			—

Non-cash financing activities

Additions, disposals/retirements and change in estimates and lease modifications of right-of-use assets		—			—			110,778			—			—			81,656

Additions through business acquisitions (Note 27)		162,146			—			2,341			—			—			—

Changes in foreign currency exchange rates		(6,715	)		68,132			18,914			(38,218	)		45,719			15,997

Other		2,507			—			(7,139	)		6,701			—			(3,680	)

Balance, end of year		2,688,308			9,500			620,095			3,100,321			(97,575	)		641,963

d)	Interest paid and received and income taxes paid are classified within operating activities and are as follows for the years ended September 30:


	2024		2023

	$		$

Interest paid		102,180		130,570

Interest received		87,153		87,239

Income taxes paid		740,325		480,607

e)	Cash and cash equivalents consisted of unrestricted cash as at September 30, 2024 and 2023.

FISCAL 2024 RESULTS — 125

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

29.

Segmented information

The following tables present information on the Company’s operations based on its current management structure. Segment results are based on the location from which the services are delivered - the geographic delivery model (Note 12).

Effective October 1, 2023, as part of the cost optimization program, the Company centralized some internal administrative activities under a corporate function, which were previously presented in revenue under the Asia Pacific segment. The Company has restated the Asia Pacific segmented information for the comparative period to conform with this change.

Year ended September 30, 2024

Western
and
Southern
Europe

U.S.
Commercial
and State
Government

Canada

U.S.
Federal

Scandinavia
and Central
Europe

U.K. and
Australia

Finland,
Poland and
Baltics

Northwest
and
Central-
East
Europe

Asia
Pacific

Eliminations

Total

Segment revenue

2,600,198

2,327,309

2,034,995

2,001,391

1,658,172

1,584,833

859,263

828,726

956,145

(174,880

)

14,676,152

Segment earnings before acquisition-related and integration costs, cost optimization program, net finance costs and income tax expense¹

334,165

337,325

463,171

322,698

150,913

251,662

133,437

129,277

293,121

—

2,415,769

Acquisition-related and integration costs (Note 27c)

(5,866

)

Cost optimization program (Note 25)

(91,063

)

Net finance costs (Note 26)

(27,889

)

Earnings before income taxes

2,290,951

Total amortization and depreciation of $523,530,000 included in the Western and Southern Europe, U.S. Commercial and State Government, Canada, U.S. Federal, Scandinavia and Central Europe, U.K. and Australia, Finland, Poland and Baltics, Northwest and Central-East Europe and Asia Pacific segments is $71,807,000, $97,552,000, $60,132,000, $60,779,000, $86,683,000, $44,999,000, $37,700,000, $34,970,000, and $28,908,000, respectively, for the year ended September 30, 2024. Impairment in intangible assets of $11,574,000 includes an impairment of a business solution in U.S. Commercial and State Government segment for $7,932,000. This asset was no longer expected to generate future economic benefits.


																	Year ended September 30, 2023
	Western and Southern Europe		U.S. Commercial and State Government		Canada		U.S. Federal		Scandinavia and Central Europe		U.K. and Australia		Finland, Poland and Baltics		Northwest and Central- East Europe		Asia Pacific		Eliminations			Total

	$		$		$		$		$		$		$		$		$		$			$

Segment revenue		2,605,926		2,277,996		2,064,659		1,935,238		1,648,356		1,455,529		828,951		755,901		904,038		(180,234	)		14,296,360

Segment earnings before acquisition-related and integration costs, cost optimization program, net finance costs and income tax expense¹		355,578		339,410		477,502		306,362		127,320		216,517		110,583		101,871		277,598		—			2,312,741

Acquisition-related and integration costs (Note 27c)																							(53,401	)

Cost optimization program (Note 25)																							(8,964	)

Net finance costs (Note 26)																							(52,463	)

Earnings before income taxes																							2,197,913

Total amortization and depreciation of $507,087,000 included in the Western and Southern Europe, U.S. Commercial and State Government, Canada, U.S. Federal, Scandinavia and Central Europe, U.K. and Australia, Finland, Poland and Baltics, Northwest and Central-East Europe and Asia Pacific segments is $85,049,000, $83,359,000, $55,589,000, $59,334,000, $90,098,000, $38,423,000, $38,345,000, $31,616,000 and $25,274,000, respectively, for the year ended September 30, 2023.

The accounting policies of each operating segment are the same as those described in Note 3, Summary of material accounting policies. Intersegment revenue is priced as if the revenue was from third parties.

126 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

29.

Segmented information (continued)

GEOGRAPHIC INFORMATION

The following table provides external revenue information based on the client’s location which is different from the revenue presented under operating segments, due to the intersegment revenue, for the years ended September 30:


	2024		2023

	$		$

Western and Southern Europe

France		2,253,580		2,277,088

Portugal		120,471		116,928

Spain		118,693		114,341

Others		56,112		55,519

		2,548,856		2,563,876

U.S.¹		4,574,294		4,404,982

Canada		2,208,938		2,232,091

Scandinavia and Central Europe

Germany		959,129		925,679

Sweden		692,192		691,240

Norway		110,025		123,366

		1,761,346		1,740,285

U.K. and Australia

U.K.		1,722,485		1,588,665

Australia		71,481		90,576

		1,793,966		1,679,241

Finland, Poland and Baltics

Finland		842,565		820,886

Others		70,958		49,564

		913,523		870,450

Northwest and Central-East Europe

Netherlands		633,337		571,757

Denmark		89,852		95,758

Czech Republic		79,137		72,559

Others		65,789		61,854

		868,115		801,928

Asia Pacific

Others		7,114		3,507

		7,114		3,507

		14,676,152		14,296,360

¹	External revenue included in the U.S Commercial and State Government and U.S. Federal operating segments was $2,564,710,000 and $2,009,584,000, respectively in 2024 ($2,461,366,000 and $1,943,616,000, respectively in 2023).

FISCAL 2024 RESULTS — 127

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

29.

Segmented information (continued)

GEOGRAPHIC INFORMATION (CONTINUED)

The following table provides information for PP&E, right-of-use assets, contract costs and intangible assets based on their location:


	As at September 30, 2024		As at September 30, 2023

	$		$

U.S.		656,176		557,381

Canada		433,965		427,811

France		182,015		200,842

U.K.		107,649		115,560

Sweden		105,491		94,801

Finland		101,137		100,212

Germany		94,704		85,013

India		65,185		65,664

Netherlands		54,552		49,570

Rest of the world		94,668		106,292

		1,895,542		1,803,146

INFORMATION ABOUT SERVICES

The following table provides revenue information based on services provided by the Company for the year ended September 30:


	2024		2023

	$		$

Managed IT and business process services		8,041,857		7,674,460

Business and strategic IT consulting and systems integration services		6,634,295		6,621,900

		14,676,152		14,296,360

MAJOR CLIENT INFORMATION

Contracts with the U.S. federal government and its various agencies, included within the U.S. Federal operating segment, accounted for $1,994,150,000 and 13.6% of revenues for the year ended September 30, 2024 ($1,923,977,000 and 13.5% for the year ended September 30, 2023).

128 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

30.

Related party transactions

The Company is controlled by the Founder and Executive Chairman of the Board.

During the year ended September 30, 2024, the Company entered into a share repurchase and share conversion transactions with related parties, as described in Note 19.

a)	Transactions with subsidiaries and other related parties

Balances and transactions between the Company and its subsidiaries have been eliminated on consolidation. The Company owns 100% of the equity interests of its principal subsidiaries.

The Company’s principal subsidiaries whose revenues, based on the geographic delivery model, represent more than 3% of the consolidated revenues are as follows:


Name of subsidiary		Country of incorporation

CGI Technologies and Solutions Inc.		United States

CGI France SAS		France

CGI Federal Inc.		United States

CGI IT UK Limited		United Kingdom

CGI Information Systems and Management Consultants Inc.		Canada

Conseillers en gestion et informatique CGI inc.		Canada

CGI Deutschland B.V. & Co. KG		Germany

CGI Information Systems and Management Consultants Private Limited		India

CGI Sverige AB		Sweden

CGI Suomi Oy		Finland

CGI Nederland B.V.		Netherlands

b)	Compensation of key management personnel

Compensation of key management personnel, currently defined as the executive officers and the Board of Directors of the Company, was as follows for the year ended September 30:


	2024		2023

	$		$

Short-term employee benefits		31,076		36,049

Share-based payments		40,209		30,701

FISCAL 2024 RESULTS — 129

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

31.

Commitments, contingencies and guarantees

a)	Commitments

As at September 30, 2024, the Company entered into long-term service agreements representing a total commitment of $398,220,000. Minimum payments under these agreements are due as follows:



	$

Less than one year		191,651

Between one and three years		164,068

Between three and five years		42,501

Beyond five years		—

b)	Contingencies

From time to time, the Company is involved in legal proceedings, audits, litigation and claims which primarily relate to tax exposure, contractual disputes and employee claims arising in the ordinary course of its business. Certain of these matters seek damages in significant amounts and will ultimately be resolved when one or more future events occur or fail to occur. Although the outcome of such matters is not predictable with assurance, the Company has no reason to believe that the disposition of any such current matter could reasonably be expected to have a materially adverse impact on the Company’s financial position, results of operations or the ability to carry on any of its business activities. Claims for which there is a probable unfavourable outcome are recorded in provisions.

In addition, the Company is engaged to provide services under contracts with various government agencies. Some of these contracts are subject to extensive legal and regulatory requirements and, from time to time, government agencies investigate whether the Company’s operations are being conducted in accordance with these requirements. Generally, the governments agencies have the right to change the scope of, or terminate, these projects at its convenience. The termination or reduction in the scope of a major government contract or project could have a materially adverse effect on the results of operations and the financial condition of the Company.

c)	Guarantees

Sale of assets and business divestitures

In connection with the sale of assets and business divestitures, the Company may be required to pay counterparties for costs and losses incurred as the result of breaches in contractual obligations, representations and warranties, intellectual property right infringement and litigation against counterparties, among others. While some of the agreements specify a maximum potential exposure, others do not specify a maximum amount or a maturity date. It is not possible to reasonably estimate the maximum amount that may have to be paid under such guarantees. The amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time. No amount has been accrued in the consolidated balance sheets relating to this type of indemnification as at September 30, 2024. The Company does not expect to incur any potential payment in connection with these guarantees that could have a materially adverse effect on its consolidated financial statements.

Other transactions

In the normal course of business, the Company may provide certain clients, principally governmental entities, with bid and performance bonds. In general, the Company would only be liable for the amount of the bid bonds if the Company refuses to perform the project once the bid is awarded. The Company would also be liable for the performance bonds in the event of default in the performance of its obligations. As at September 30, 2024, the Company had committed a total of $49,441,000 of these bonds. To the best of its knowledge, the Company is in compliance with its performance obligations under all service contracts for which there is a bid or performance bond, and the ultimate liability, if any, incurred in connection with these guarantees, would not have a materially adverse effect on the Company’s consolidated results of operations or financial condition.

Moreover, the Company has letters of credit for a total of $72,249,000 in addition to the letters of credit covered by the unsecured committed revolving credit facility (Note 14). These guarantees are required in some of the Company’s contracts with customers.

130 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

32.

Financial instruments

FAIR VALUE MEASUREMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Valuation techniques used to value financial instruments are as follows:

The fair value of the 2014 U.S. Senior Notes, the 2021 U.S. Senior Notes, the 2021 CAD Senior Notes, the 2024 CAD Senior Notes, the unsecured committed revolving credit facility, the unsecured committed term loan credit facility and the other long-term debt is estimated by discounting expected cash flows at rates currently offered to the Company for debts of the same remaining maturities and conditions;

The fair value of long-term bonds included in funds held for clients and in long-term investments is determined by discounting the future cash flows using observable inputs, such as interest rate yield curves or credit spreads, or according to similar transactions on an arm’s-length basis;

The fair value of foreign currency forward contracts is determined using forward exchange rates at the end of the reporting period;

The fair value of cross-currency swaps is determined based on market data (primarily yield curves, exchange rates and interest rates) to calculate the present value of all estimated cash flows;

The fair value of cash, cash equivalents and cash included in funds held for clients and short-term investments included in current financial assets is determined using observable quotes; and

The fair value of deferred compensation plan assets within long-term financial assets is based on observable price quotations and net assets values at the reporting date.

As at September 30, 2024, there were no changes in valuation techniques.

The following table presents the financial liabilities included in the long-term debt (Note 14) measured at amortized cost categorized using the fair value hierarchy.


		As at September 30, 2024				As at September 30, 2023

	Level	Carrying amount		Fair value		Carrying amount		Fair value

		$		$		$		$

2014 U.S. Senior Notes	Level 2		—		—		473,808		464,806

2021 U.S. Senior Notes	Level 2		1,342,758		1,223,120		1,342,714		1,132,649

2021 CAD Senior Notes	Level 2		597,212		564,768		596,550		503,984

2024 CAD Senior Notes	Level 2		746,144		759,375		—		—

Other long-term debt	Level 2		2,194		2,119		10,363		9,839

			2,688,308		2,549,382		2,423,435		2,111,278

For the remaining financial assets and liabilities measured at amortized cost, the carrying values approximate the fair values of the financial instruments given their short term maturity.

FISCAL 2024 RESULTS — 131

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

32.

Financial instruments (continued)

FAIR VALUE MEASUREMENTS (CONTINUED)

The following table presents financial assets and liabilities measured at fair value categorized using the fair value hierarchy:


	Level	As at September 30, 2024		As at September 30, 2023

		$		$

Financial assets

FVTE

Cash and cash equivalents	Level 2		1,461,145		1,568,291

Cash included in funds held for clients (Note 5)	Level 2		233,584		269,792

Deferred compensation plan assets (Note 11)	Level 1		112,270		88,076

			1,806,999		1,926,159

Derivative financial instruments designated as hedging instruments

Current derivative financial instruments included in current financial assets	Level 2

Cross-currency swaps			—		83,626

Foreign currency forward contracts			5,055		12,505

Long-term derivative financial instruments (Note 11)	Level 2

Cross-currency swaps			—		16,130

Foreign currency forward contracts			2,644		5,875

			7,699		118,136

FVOCI

Short-term investments included in current financial assets	Level 2		3,279		7,332

Long-term bonds included in funds held for clients (Note 5)	Level 2		223,196		138,935

Long-term investments (Note 11)	Level 2		24,209		17,113

			250,684		163,380

Financial liabilities

Derivative financial instruments designated as hedging instruments

Current derivative financial instruments	Level 2

Cross-currency swaps			—		2,183

Foreign currency forward contracts			13,073		2,330

Long-term derivative financial instruments	Level 2

Cross-currency swaps			9,500		—

Foreign currency forward contracts			10,204		1,700

			32,777		6,213

There have been no transfers between Level 1 and Level 2 for the years ended September 30, 2024 and 2023.

132 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

32.

Financial instruments (continued)

MARKET RISK

Market risk incorporates a range of risks. Movements in risk factors, such as interest rate risk and currency risk, affect the fair values of financial assets and liabilities.

Interest rate risk

The Company is exposed to interest rate risk on its unsecured committed revolving credit facility carrying amount.

The Company analyzes its interest rate risk exposure on an ongoing basis using various scenarios to simulate refinancing or the renewal of existing positions. Based on these scenarios, a change in the interest rate of 1% would not have had a significant impact on net earnings as of September 30, 2024, considering that the 2014 U.S. Senior Notes were fully repaid earlier in 2024, no amounts have been drawn on the unsecured committed revolving credit facility and all other outstanding debts bear fixed interest rates.

Currency risk

The Company operates internationally and is exposed to risk from changes in foreign currency exchange rates. The Company mitigates this risk principally through foreign currency denominated debt and derivative financial instruments, which includes foreign currency forward contracts and cross-currency swaps.

The Company hedges a portion of the translation of the Company’s net investments in its U.S. operations into Canadian dollar, with Senior U.S. unsecured notes.

The Company also hedges a portion of the translation of the Company’s net investments in its European operations with cross-currency swaps.

Finally, the Company enters into foreign currency forward contracts to hedge the variability in various foreign currency exchange rates on future revenues. Hedging relationships are designated and documented at inception and quarterly effectiveness assessments are performed during the year.

FISCAL 2024 RESULTS — 133

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

32.

Financial instruments (continued)

MARKET RISK (CONTINUED)

Currency risk (continued)

As of September 30, 2024, the 2021 U.S. Senior Notes of a carrying value of $1,342,758,000 and a nominal amount of $1,351,500,000 are designated as hedging instruments to hedge portions of the Company’s net investments in its U.S. operations.

The following tables summarize the cross-currency swap agreements that the Company had entered into in order to manage its currency:


							As at September 30, 2024			As at September 30, 2023
Receive Notional		Receive Rate	Pay Notional		Pay rate	Maturity	Fair value			Fair value

							$			$
	Hedges of net investments in European operations

	$1,270,000	From 1.62% to 4.15%		€866,365	From (0.14)% to 3.70%	From September 2027 to 2029		(7,806	)		22,966

	$136,274	From 3.57% to 3.63%		£75,842	From 2.67% to 2.80%	September 2024		—			11,972

	$80,000	4.15%		kr609,940	From 3.49% to 3.51%	September 2029		(1,694	)		12,087

	Hedges of net investments in European operations and cash flow hedges on unsecured committed term loan credit facility

	U.S.$500,000	SOFR 1 month + 1.10%		€443,381	From 1.14% to 1.22%	December 2023		—			44,386

	Cash flow hedges of 2014 U.S. Senior Notes

	U.S.$215,000	From 3.74% to 4.06%		$284,793	From 3.49% to 3.81%	September 2024		—			6,163

	Total							(9,500	)		97,574

During the year ended September 30, 2024, the Company entered into Canadian dollar to euro fixed for fixed cross-currency swap agreements for a notional amount of $670,000,000, related to the 2024 CAD Senior Notes which have maturity dates of September 2027 and September 2029. The cross-currency swaps were designated as hedging instruments on the Company’s net investment in European operations. In addition, during the year ended September 30, 2024, the Company entered into Canadian dollar to Swedish krona fixed for fixed cross-currency swap agreements for a notional amount of $80,000,000, related to the 2024 CAD Senior Notes which has a maturity date of September 2029. The cross-currency swaps were designated as hedging instruments on the Company’s net investment in Swedish operations.

During the year ended September 30, 2024, the Company settled cross-currency swaps with a notional amount of $954,832,000 for a net gain of $38,943,000 for which $7,811,000 related to the cash flow hedge was recorded in net finance costs and $31,132,000 related to the net investment hedge was recognized in other comprehensive income and will be transferred to earnings when the net investment is disposed of.

134 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

32.

Financial instruments (continued)

MARKET RISK (CONTINUED)

Currency risk (continued)

As at September 30, 2024, the Company held foreign currency forward contracts to hedge exposures to changes in foreign currency, which have the following notional, average contract rates and maturities:



			Average contract rates				As at September 30, 2024			As at September 30, 2023

Foreign currency forward contracts	Notional		Less than one year		More than one year		Fair value			Fair value

							$			$

USD/INR		U.S.$359,901		85.23		88.92		2,091			(973	)

CAD/INR		$381,045		64.11		65.75		314			4,497

EUR/INR		€112,863		94.45		99.84		(1,156	)		5,076

GBP/INR		£107,169		106.93		112.11		(8,700	)		3,501

SEK/INR		kr157,427		8.18		8.67		(720	)		(33	)

GBP/EUR		£202,819		1.18		—		(5,763	)		649

EUR/MAD		€22,947		10.66		—		(548	)		135

EUR/CZK		€16,771		24.64		25.05		(473	)		(92	)

Others		$65,784						(623	)		1,590

Total								(15,578	)		14,350

The following table details the Company’s sensitivity to a 10% strengthening of the euro, the U.S. dollar, the British pound and the Swedish krona, foreign currency rates on net earnings and on other comprehensive income (loss). The sensitivity analysis on net earnings presents the impact of foreign currency denominated financial instruments and adjusts their translation at period end for a 10% strengthening in foreign currency rates. The sensitivity analysis on other comprehensive income (loss) presents the impact of a 10% strengthening in foreign currency rates on the fair value of foreign currency forward contracts designated as cash flow hedges and on net investment hedges.


										2024												2023

	euro impact			U.S. dollar impact			British pound impact			Swedish krona impact			euro impact			U.S. dollar impact			British pound impact			Swedish krona impact

	$			$			$			$			$			$			$			$

Increase in net earnings		150			1,359			1,179			521			1,384			3,598			692			466

Decrease in other comprehensive income (loss)		(174,239	)		(180,405	)		(17,269	)		(9,631	)		(155,000	)		(190,539	)		(29,436	)		(7,005	)

LIQUIDITY RISK

Liquidity risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial assets. The Company’s activities are financed through a combination of the cash flows from operations, borrowing under existing unsecured committed revolving credit facility, the issuance of debt and the issuance of equity. One of management’s primary goals is to maintain an optimal level of liquidity through the active management of the assets and liabilities as well as the cash flows. The Company regularly monitors its cash forecasts to ensure it has sufficient flexibility under its available liquidity to meet its obligations.

FISCAL 2024 RESULTS — 135

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

32.

Financial instruments (continued)

LIQUIDITY RISK (CONTINUED)

The following tables summarize the carrying amount and the contractual maturities of both the interest and principal portion of financial liabilities. All amounts contractually denominated in foreign currency are presented in Canadian dollar equivalent amounts using the period-end spot rate or floating rate.


As at September 30, 2024	Carrying amount		Contractual cash flows			Less than one year			Between one and three years			Between three and five years			Beyond five years

	$		$			$			$			$			$

Non-derivative financial liabilities

Accounts payable and accrued liabilities		999,790		999,790			999,790			—			—			—

Accrued compensation and employee-related liabilities		1,165,903		1,165,903			1,165,903			—			—			—

2021 U.S. Senior Notes		1,342,758		1,462,053			24,191			847,526			24,868			565,468

2021 CAD Senior Notes		597,212		650,400			12,600			25,200			612,600			—

2024 CAD Senior Notes		746,144		879,191			30,623			361,245			487,323			—

Lease liabilities		620,095		697,298			173,061			254,475			166,326			103,436

Other long-term debt		2,194		2,312			1,028			823			197			264

Clients’ funds obligations		504,515		504,515			504,515			—			—			—

Derivative financial liabilities

Cash flow hedges of future revenue		23,277

Outflow				744,758			186,439			545,077			13,242			—

(Inflow)				(758,162	)		(175,510	)		(568,052	)		(14,600	)		—

Cross-currency swaps		9,500

Outflow				1,496,435			26,090			353,834			1,116,511			—

(Inflow)				(1,518,971	)		(40,681	)		(381,060	)		(1,097,230	)		—

		6,011,388		6,325,522			2,908,049			1,439,068			1,309,237			669,168

As at September 30, 2023	Carrying amount		Contractual cash flows			Less than one year			Between one and three years			Between three and five years			Beyond five years

	$		$			$			$			$			$

Non-derivative financial liabilities

Accounts payable and accrued liabilities		924,659		924,659			924,659			—			—			—

Accrued compensation and employee-related liabilities		1,100,566		1,100,566			1,100,566			—			—			—

2014 U.S. Senior Notes		473,808		492,722			492,722			—			—			—

2021 U.S. Senior Notes		1,342,714		1,488,774			24,233			860,746			24,910			578,885

2021 CAD Senior Notes		596,550		663,000			12,600			25,200			625,200			—

Unsecured committed term loan credit facility		676,886		687,419			687,419			—			—			—

Lease liabilities		641,963		722,284			221,877			238,009			139,275			123,123

Other long-term debt		10,363		10,448			8,353			1,328			449			318

Clients’ funds obligations		493,638		493,638			493,638			—			—			—

Derivative financial liabilities

Cash flow hedges of future revenue		4,030

Outflow				328,455			155,450			163,091			9,914			—

(Inflow)				(331,954	)		(154,116	)		(166,967	)		(10,871	)		—

Cross-currency swaps		2,183

Outflow				93,311			93,311			—			—			—

(Inflow)				(91,353	)		(91,353	)		—			—			—

		6,267,360		6,581,969			3,969,359			1,121,407			788,877			702,326

136 — CONSOLIDATED FINANCIAL STATEMENTS

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

32.

Financial instruments (continued)

LIQUIDITY RISK (CONTINUED)

As at September 30, 2024, the Company held cash and cash equivalents, funds held for clients, short-term investments and long-term investments of $1,995,413,000 ($2,081,463,000 as at September 30, 2023). The Company also had available $1,496,355,000 in unsecured committed revolving credit facility ($1,495,858,000 as at September 30, 2023). As at September 30, 2024, trade accounts receivable amounted to $1,117,712,000 (Note 4) ($1,152,880,000 as at September 30, 2023). Given the Company’s available liquid resources as compared to the timing of the payments of liabilities, management assesses the Company’s liquidity risk to be low.

CREDIT RISK

The Company takes on exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due. Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, accounts receivable, work in progress, long-term investments and derivative financial instruments with a positive fair value. The maximum exposure of credit risk is generally represented by the carrying amount of these items reported on the consolidated balance sheets.

The Company is exposed to credit risk in connection with long-term investments through the possible inability of borrowers to meet the terms of their obligations. The Company mitigates this risk by investing primarily in high credit quality corporate and government bonds with a credit rating of A^- or higher. The application of the low credit exemption had no material impact on the Company’s consolidated financial statements.

The Company has accounts receivable derived from clients engaged in various industries including government; financial services; manufacturing, retail and distribution; communications and utilities; and health that are not concentrated in any specific geographic area. These specific industries may be affected by economic factors that may impact trade accounts receivable. However, management does not believe that the Company is subject to any significant credit risk in view of the Company’s large and diversified client base and that any single industry or geographic region represents a significant credit risk to the Company. Historically, the Company has not made any significant write-offs and had low bad debt ratios. The application of the simplified approach to measure expected credit losses for trade accounts receivable and work in progress had no material impact on the Company’s consolidated financial statements.

The following table sets forth details of the age of trade accounts receivable that are past due:


	2024			2023

	$			$

Not past due		1,005,651			1,034,795

Past due 1-30 days		71,445			82,536

Past due 31-60 days		18,352			17,630

Past due 61-90 days		11,957			9,925

Past due more than 90 days		13,367			10,913

		1,120,772			1,155,799

Allowance for doubtful accounts		(3,060	)		(2,919	)

		1,117,712			1,152,880

In addition, the exposure to credit risk of cash, cash equivalents and cash included in funds held for clients and derivatives financial instruments is limited given that the Company deals mainly with a diverse group of high-grade financial institutions and that derivatives agreements are generally subject to master netting agreements, such as the International Swaps and Derivatives Association, which provide for net settlement of all outstanding contracts with the counterparty in case of an event of default.

FISCAL 2024 RESULTS — 137

Notes to the Consolidated Financial Statements

For the years ended September 30, 2024 and 2023

(tabular amounts only are in thousands of Canadian dollars, except per share data)

33.

Capital risk management

The Company is exposed to risks of varying degrees of significance which could affect its ability to achieve its strategic objectives for growth. The main objectives of the Company’s risk management process are to ensure that risks are properly identified and that the capital base is adequate in relation to these risks.

The Company manages its capital to ensure that there are adequate capital resources while maximizing the return to shareholders through the optimization of the debt and equity balance. As at September 30, 2024, total managed capital was $14,225,026,000 ($13,645,314,000 as at September 30, 2023). Managed capital consists of long-term debt, including the current portion (Note 14), lease liabilities, cash and cash equivalents, short-term investments, long-term investments (Note 11) and shareholders’ equity. The basis for the Company’s capital structure is dependent on the Company’s expected business growth and changes in the business environment. When capital needs have been specified, the Company’s management proposes capital transactions for the approval of the Company’s Audit and Risk Management Committee and Board of Directors. The capital risk policy remains unchanged from prior periods.

The Company monitors its capital by reviewing various financial metrics, including Net Debt/Capitalization.

Net debt represents debt (including the current portion and the fair value of foreign currency derivative financial instruments related to debt) and lease liabilities less cash and cash equivalents, short-term investments and long-term investments. Capitalization is shareholders’ equity plus net debt.

Furthermore, the Company is subject to covenants and ratios contained in its unsecured committed revolving credit facility. The ratios are as follows:

–

Leverage ratio, which is the ratio of total debt net of cash and cash equivalent investments to adjusted EBITDA for its unsecured committed revolving credit facility for the four most recent quarters. Adjusted EBITDA is calculated as earnings from continuing operations before finance costs, income taxes, depreciation, amortization, cost optimization program and acquisition-related and integration costs¹.

–

An interest and rent coverage ratio, which is the ratio of the EBITDAR for the four most recent quarters to the total finance costs and the operating rentals in the same periods. EBITDAR is calculated as adjusted EBITDA before rent expense¹.

These ratios are calculated on a consolidated basis. The Company believes that the results of the current internal ratios are consistent with its capital management’s objectives.

The Company is in compliance with these covenants and ratios and monitors them on an ongoing basis. The ratios are also reviewed quarterly by the Company’s Audit and Risk Management Committee. The Company is not subject to any other externally imposed capital requirements.

¹	In the event of an acquisition, the available historical financial information of the acquired company will be used in the computation of the ratios.

138

Shareholder Information

Shareholder Information Listing

IPO: 1986

Toronto Stock Exchange, April 1992: GIB.A

New York Stock Exchange, October 1998: GIB

Number of shares outstanding as of September 30, 2024:

203,774,163 Class A subordinate voting shares

24,122,758 Class B shares (multiple voting)

High/Low of share price from October 1, 2023

to September 30, 2024:

The certifications required by National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings whereby CGI’s Chief Executive Officer and Chief Financial Officer certify the accuracy of the information contained in CGI’s Annual Information Form, Annual Audited Consolidated Financial Statements, and Annual Management’s Discussion and Analysis are available on the Canadian Securities Administrators’ website at www.sedarplus.ca. Similar certifications required by Rule 13a-14(a) of the U.S. Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002 are attached as exhibits to our Form 40-F, which is available on EDGAR at www.sec.gov. The certification required by Section 303A.12(c) of the NYSE Listed Company Manual is also filed annually with the New York Stock Exchange. CGI is a foreign private issuer, as defined under the U.S. Securities Exchange Act of 1934, as amended, and files disclosure documents in accordance with the multijurisdictional disclosure system (MJDS). As such, many of the corporate governance rules applicable to U.S. domestic companies are not applicable to CGI. However, CGI’s corporate governance practices generally conform to those followed by U.S. domestic companies under the New York Stock Exchange listing standards, other than with respect to certain specific rules, including that CGI requires shareholder approval of share compensation arrangements involving the issuances of new shares, but does not require such approval if the compensation arrangement involves only shares purchased in the open market, consistent with the laws applicable to CGI. A summary of these practices is provided in the report of the Corporate Governance Committee contained in CGI’s Management Proxy Circular, which is available on the Canadian Securities Administrators’ website at www.sedarplus.ca, on EDGAR at www.sec.gov and on CGI’s website at www.cgi.com.

Auditors

PricewaterhouseCoopers LLP

Transfer Agent and Registrar

Computershare Investor Services Inc.

100 University Avenue, 8^th floor

Toronto, Ontario M5J 2Y1

Telephone: 1 800 564-6253

www.investorcentre.com/service

Investor Relations

For further information about the Company, additional copies of this report, or other financial information, please contact:

CGI Inc.

Investor Relations

Email: ir@cgi.com

Web: cgi.com/investors

1350 René-Lévesque Blvd West,

20^th floor

Montréal, Quebec H3G 1T4

Canada

Tel.: 514-841-3200

Annual General Meeting of Shareholders

The Annual General Meeting of Shareholders will be held virtually on January 29, 2025 at 11:00 a.m. (Eastern Standard Time) via live webcast at https://www.icastpro.ca/q0jsqn (Password: CGI2024). Shareholders will have the opportunity to participate in real time and vote at the Meeting online in the manner set forth in CGI’s Management Proxy Circular, through a web-based platform, regardless of their geographic location.


Insights you can act on

Founded in 1976, CGI is among the largest IT and business consulting services firms in the world. We are insights-driven and outcomes-focused to help accelerate returns on your investments. Across hundreds of locations worldwide, we provide comprehensive, scalable and sustainable IT and business consulting services that are informed globally and delivered locally.
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Contact: ir@cgi.com
© 2024 CGI Inc.

Exhibit 99.2

LOGO

Notice of Annual General Meeting of Shareholders and Management Proxy Circular To be held virtually on Wednesday, January 29, 2025, at 11:00 a.m. (Eastern Standard Time) These materials are being sent to both registered and non-registered owners of shares. Non-registered shareholders are either objecting beneficial owners who object that intermediaries disclose information about their ownership in the Company, or non-objecting beneficial owners, who do not object to such disclosure. The Company pays intermediaries to send proxy-related materials to both objecting and non-objecting beneficial owners. Please return your voting instructions as specified in the request for voting instructions.

Table of Contents

LOGO


NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS			I

LETTER TO SHAREHOLDERS			II

GENERAL INFORMATION			1

ATTENDING THE VIRTUAL MEETING			1

SUBMITTING QUESTIONS			1

NOTICE AND ACCESS			1

PROXIES			2
Solicitation of Proxies			2
Appointment and Revocation of Proxies			2

HOW TO VOTE			3
Registered Shareholders			3
Non-Registered Shareholders			3
Voting in Advance of the Meeting			3
By Internet			4
By Phone			4
By Mail			4
Voting at the Meeting			4
Changing Your Vote			4

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES			5
Class A Shares and Class B Shares			5
Voting Rights			5
Subdivision or Consolidation			5
Rights upon Liquidation			5
Conversion Rights of Class A Shares in Specific Circumstances			5
Conversion of Class B Shares			5
Issuance of Class B Shares			5
Dividends			6
Amendments			6
Rank			6
First Preferred Shares			6
Second Preferred Shares			6
Normal Course Issuer Bid			6
Principal Holders of Class A Shares and Class B Shares			7

BUSINESS TO BE TRANSACTED AT THE MEETING			8

NOMINEES FOR ELECTION AS DIRECTORS			9

REPORT OF THE HUMAN RESOURCES COMMITTEE			17

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS			17
Executive Compensation Process for the 2024 Fiscal Year			17
The Human Resources Committee of the Board of Directors			17
Executive Compensation Related Fees			19
Composition of Comparator Groups			19
Executive Compensation Components			19
Base Salary			20
Short-Term Incentive Plan – Profit Participation Plan			20
Performance Factors			21
Long-Term Incentive Plans			22
Share Option Plan			22
Share Unit Plan			22
Award Date Fair Value			23
Performance Factors and Vesting Conditions			23
Long Term Incentive Plan Awards in Fiscal 2024			24
Total At Risk Compensation and Actual Payouts			24
Incentive Plan Awards – Value Vested or Earned During the Year			25
Performance Graph			26
Defined Contribution Pension Plan and Deferred Compensation Plan			27
Defined Contribution Pension Plan			27
Deferred Compensation Plan			27
Compensation of Named Executive Officers			28


© CGI Inc.		2024 MANAGEMENT PROXY CIRCULAR


Summary Compensation Table			28

KEY FEATURES OF CGI’S LONG-TERM INCENTIVE PLANS			29
Share Option Plan			29
Blackout Periods			30
Extensions for Length of Service			30
Amendments to Share Option Plan			30
Equity Compensation Plan Information as at September 30, 2024			30
Share Unit Plan			31
Blackout Periods			31
Termination Benefits			32

COMPENSATION OF DIRECTORS			32
Board of Directors and Standing Committee Fees			32
Directors’ Compensation Table			32
Deferred Stock Units Plan and Deferred Stock Units Granted to Directors			33
Stock Options Held by Directors			33
Incentive Plan Awards – Value Vested or Earned During the Year			33
Additional Disclosure Relating to Directors and Named Executive Officers			34

REPORT OF THE CORPORATE GOVERNANCE COMMITTEE			34

CORPORATE GOVERNANCE PRACTICES			34
CGI’s Shareholders			34
Shareholder Satisfaction Assessment Program			35
Environmental, Social and Governance			35
Corporate Governance and Diversity			38
Majority Voting Policy			39
Clawback Policy			39
Insider Trading and Blackout Periods Policy			39

MANDATE, STRUCTURE AND COMPOSITION OF THE BOARD OF DIRECTORS			40
Board of Directors and Committee Charters			40

ROLE AND RESPONSIBILITIES OF THE FOUNDER AND EXECUTIVE CHAIRMAN OF THE BOARD AND OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER			40

ROLE AND RESPONSIBILITIES OF THE LEAD DIRECTOR AND STANDING COMMITTEE CHAIRS			41
Lead Director			41
Standing Committee Chairs			41

SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS			41

CRITERIA FOR TENURE ON CGI’S BOARD OF DIRECTORS			42
Independence			42
Expertise and Financial and Operational Literacy			42
Attendance at Board, Standing Committee and Special Committee Meetings			44
Share Ownership Guideline for Directors			44
Availability and Workload			45
Conflicts of Interest			46
Director Orientation and Continuing Education Program			46
New Director Orientation			46
Continuing Education Program			46
2024 Continuing Education Presentations			47
Self-Assessment and Peer Review			47
Retirement Age and Director Term Limits			47

NOMINATION PROCESS FOR THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS			48
Board of Directors			48
Succession Planning for Executive Officers			48

BOARD OF DIRECTORS PARTICIPATION IN STRATEGIC PLANNING			48

GUIDELINES ON TIMELY DISCLOSURE OF MATERIAL INFORMATION			49

CODES OF ETHICS			49

REPORT OF THE AUDIT AND RISK MANAGEMENT COMMITTEE			50

EXTERNAL AUDITOR			50

AUDITOR INDEPENDENCE POLICY			50

PERFORMANCE OF SERVICES			51

GOVERNANCE PROCEDURES			51


		2024 MANAGEMENT PROXY CIRCULAR		© CGI Inc.


MANAGEMENT AND COMMITTEE RESPONSIBILITIES			51

ANNUAL EXTERNAL AUDITOR ASSESSMENT			51

FEES OF THE EXTERNAL AUDITOR			52

RELATED PARTY TRANSACTIONS			52

OTHER BUSINESS TO BE TRANSACTED AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS			52

ADDITIONAL INFORMATION			52

SHAREHOLDER PROPOSAL			53

APPENDIX A			54

STOCK OPTIONS AND SHARE-BASED AWARDS HELD BY NAMED EXECUTIVE OFFICERS			54

APPENDIX B			56

STOCK OPTIONS AND SHARE-BASED AWARDS HELD BY DIRECTORS			56

APPENDIX C			59

SHAREHOLDER PROPOSAL			59


© CGI Inc.		2024 MANAGEMENT PROXY CIRCULAR

Notice of Annual General Meeting of Shareholders

Date, Time and Place

Notice is hereby given that an Annual General Meeting of Shareholders (the “Meeting”) of CGI Inc. (“CGI” or the “Company”) will be held virtually on Wednesday, January 29, 2025, at 11:00 a.m. (Eastern Standard Time) via live webcast at https://www.icastpro.ca/q0jsqn. Shareholders will not be able to attend the Meeting in person, but will have the opportunity to participate in real time and vote at the Meeting virtually in the manner set forth in CGI’s Management Proxy Circular, through a web-based platform, regardless of their geographic location.

Business to Be Transacted at the Meeting

1.	To receive the report of the directors, together with the Annual Audited Consolidated Financial Statements of the Company and the report of the auditor for the fiscal year ended September 30, 2024;

2.	to elect directors;

3.	to appoint the auditor for the fiscal year of the Company ending September 30, 2025, and authorize the Audit and Risk Management Committee to fix its compensation; and

4.	to transact such other business as may properly come before the Meeting or any adjournment thereof.

Attendance and Voting by Shareholders at the Meeting

By logging on to https://www.icastpro.ca/q0jsqn and following the instructions set forth in the Management Proxy Circular, shareholders will be able to attend the Meeting live, submit questions and vote their shares while the Meeting is being held.

Only shareholders shown on the register of shareholders of CGI at the close of business on December 2, 2024, and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholders), will be entitled to vote at the Meeting during the live webcast. CGI’s register of shareholders is kept by its transfer agent, Computershare Investor Services Inc.

Registered and non-registered shareholders entitled to vote at the Meeting may vote by proxy in advance of the Meeting. Non-registered shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting and ask questions, but will not be able to vote. Guests will be able to attend the Meeting but will not be able to submit questions nor vote their shares (if any).

Proxy Voting

Proxies submitted by mail, phone or internet must be received by Computershare Investor Services Inc. by 11:00 a.m., Eastern Standard Time, on Tuesday, January 28, 2025.

We wish to have as many shares as possible represented and voted at the Meeting. For this reason, and regardless of whether you are able to attend the Meeting via the live webcast, shareholders are strongly encouraged to complete, date, sign and return the accompanying form of proxy or voting instruction form, as applicable, in accordance with the instructions set out on such form and in the Management Proxy Circular or, alternatively, vote by phone or vote using the internet. Instructions on how to vote by phone or by using the internet are provided on the form of proxy or voting instruction form and in the Management Proxy Circular.

CGI has opted to use the Notice and Access rules adopted by Canadian securities regulators to reduce the volume of paper in the materials distributed for the Meeting. Instead of receiving the enclosed Management Proxy Circular with the form of proxy or voting instruction form, shareholders received a Notice of Meeting with instructions on how to access the remaining Meeting materials online. CGI’s Management Proxy Circular and other relevant materials are available on the internet at www.envisionreports.com/gib2024 as well as on the Canadian Securities Administrators’ website at www.sedarplus.ca. The webcast will be temporarily archived on the Company’s website afterwards.

If you are a registered shareholder or a non-objecting beneficial owner and have any questions regarding this Notice of Meeting, the Notice and Access procedures or the Meeting, please contact Computershare Investor Services Inc. at 1-866-962-0498 (Canada and U.S.) or +1-514-982-7555 (international). If you are an objecting beneficial owner, please contact Broadridge Investor Communications Corporation toll free at 1-877-907-7643 (Canada and U.S., in English or French), or at +1-303-562-9306 (international, in French) or at +1-303-562-9305 (international, in English).

Montréal, Quebec

Dated December 2, 2024

By order of the Board of Directors,

LOGO

Benoit Dubé

Executive Vice-President, Legal and Economic Affairs, and Corporate Secretary


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Letter to Shareholders

Dear fellow shareholders,

For many of CGI’s clients, navigating accelerating changes have become the new “business as usual” given continually evolving macroeconomic and geopolitical market dynamics. In Fiscal 2024, our outstanding team of consultants around the world provided sound advice, expertise, and end-to-end services as trusted partners to help clients drive their outcomes-focused agenda: driving business transformation in balance with cost control and efficiency gains.

Our team, whom we refer to as CGI Partners as they are company owners and embody partnership behaviors, helped achieve strong results on behalf of our three stakeholders. Earnings expanded through a higher recurring revenue mix as well as proactive operational excellence actions, and cash from operations remained robust as a result of sustained quality delivery for clients. We also announced that the CGI Board of Directors approved a dividend program as an additional mechanism to expand our investor base in line with our revenue mix and to return value to our shareholders, including the 87% of CGI Partners who are shareholders.

This year, CGI closed three mergers to deepen our metro market presence and continue to accelerate value for our stakeholders, including Miami-based Momentum Consulting to expand our digital and data offerings in the manufacturing, retail, and distribution sectors; the credit union business of Celero to expand our services to more than two-thirds of credit unions across Canada; and Aeyon in CGI Federal to deepen our digital and AI-based offerings for national security and civilian agency clients.

In addition, we continued to advance our Environmental, Social and Governance (ESG) strategy—which aligns with the United Nations Global Compact’s 10 principles and the Science Based Target Initiative (SBTi)—as key to achieving long-term business value for each of our stakeholders.

Turning to fiscal year 2025, our business plan includes ongoing and new investments in our end-to-end services to enable our CGI Partners to tailor the most relevant solutions to achieve the business and mission outcomes clients seek. This includes evolving our client partnership models in managed services, investing in our IP business solutions portfolio, and providing actionable advice and implementation capabilities through our business and strategic IT consulting and systems integration services. In addition, we will continue to invest in expanding our AI capabilities—our clients’ top innovation investment priority—and in M&A to accelerate the depth and breadth of our capabilities across our geographic segments.

We remain committed to maintaining the best equilibrium among our three stakeholders. We are well positioned as one of the few leading global firms with the scale, reach, insights, and capabilities to help clients deliver the outcomes they require from their digital investments.

We would like to recognize George D. Schindler who retired as of September 30, 2024, following a nearly 40-year career at CGI. We thank him for his leadership in guiding our company, most recently as President and CEO, and look forward to continuing to benefit from his advice as a CGI director. We also thank André Imbeau and Michael E. Roach who resigned from their roles as members of the Board of Directors earlier this year. We are grateful for their guidance through many years of leadership at CGI and on the Board.

Thank you to our stakeholders: our clients for trusting us as their partner and expert of choice, our 90,250 CGI Partners for their talent and commitment to achieving outstanding results, and to you, our fellow shareholders, for your confidence in our company.

LOGO


© CGI Inc.		2024 MANAGEMENT PROXY CIRCULAR		ii

General Information

This Management Proxy Circular is provided in relation to the solicitation of proxies by the management of CGI Inc. (“CGI” or the “Company”) for use at the Annual General Meeting of Shareholders (the “Meeting”) of the Company which will be held virtually, via live webcast, on January 29, 2025, and at any adjournment thereof. Unless otherwise indicated, the information provided in this Management Proxy Circular that relates to financial information is provided as at September 30, 2024, all other information is provided as at December 2, 2024, and all currency amounts are shown in Canadian dollars.

We encourage you to read our annual Management’s Discussion and Analysis, Annual Audited Consolidated Financial Statements, and this Management Proxy Circular to become better acquainted with CGI. We are confident that, as you come to know us, you will appreciate the strength of our commitment to our three stakeholders, including you, our shareholders.

Attending the Virtual Meeting

To attend the Meeting, registered and non-registered shareholders will need to login on to https://www.icastpro.ca/q0jsqn and follow the instructions set forth in this Management Proxy Circular. The Meeting platform is fully supported across browsers and devices running the most updated version of applicable software plugins. You should ensure you have a strong, preferably high-speed, internet connection wherever you intend to attend the Meeting. The Meeting will begin at 11:00 a.m. (Eastern Standard Time) on January 29, 2025. You should allow ample time to check into the Meeting online and complete the related procedure. It is recommended that you login at least fifteen minutes prior to the Meeting. Attending the Meeting virtually enables shareholders to ask questions in real time. Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) can vote at the appropriate times during the Meeting. If you are a non-registered shareholder located in the United States and wish to attend, submit questions or vote at the Meeting, see the heading How to Vote – Non-Registered Shareholders later in this document for additional instructions. Shareholders and duly appointed proxyholders who participate in the Meeting virtually, must be connected to the internet at all times during the Meeting in order to vote when balloting commences and it is their responsibility to ensure connectivity during the Meeting.

Non-registered shareholders who have not duly appointed themselves as proxyholders can attend the Meeting and ask questions by joining the webcast at https://www.icastpro.ca/q0jsqn, but are not able to vote. Guests will be able to attend the Meeting but will not be able to submit questions nor vote their shares (if any).

Submitting Questions

At the Meeting, the Company will hold a live Q&A session to answer written questions submitted either before the Meeting through https://www.icastpro.ca/q0jsqn (using the control number and password (CGI2024) included on the form of proxy or voting instruction form, as applicable) or during the Meeting by shareholders participating via live webcast. Only shareholders and duly appointed proxyholders may submit questions at the Meeting, either before or during the Meeting.

The Chair of the Meeting reserves the right to edit questions or to reject questions deemed inappropriate in accordance with the rules of conduct of the Meeting, which are available at www.cgi.com/en/investors and on the Meeting web page at https://www.icastpro.ca/q0jsqn. Any questions pertinent to the Meeting that cannot be answered during the Meeting due to time constraints will be posted online and answered at www.cgi.com/en/investors. The questions and answers will be available as soon as practicable after the Meeting and will remain available until one week after posting. The Chair of the Meeting has broad authority in all matters pertaining to the Meeting. To ensure that the Meeting is conducted in a timely manner, the Chair of the Meeting may exercise broad discretion with respect to, for example and without limitation, the questions and topics that will be addressed at the Meeting and the amount of time devoted to any question or topic.

Notice and Access

CGI uses the Notice and Access rules adopted by Canadian securities regulators to reduce the volume of paper in the materials distributed for the Annual General Meeting of Shareholders. Instead of receiving this Management Proxy Circular with the form of proxy or voting instruction form, shareholders received a Notice of Meeting with instructions on how to access the remaining materials online. CGI intends to pay for intermediaries to deliver the Notice of Meeting and voting instruction form and other materials to non-objecting beneficial owners and objecting beneficial owners.

This Management Proxy Circular and other relevant materials are available on the internet at www.envisionreports.com/gib2024 as well as on the Canadian Securities Administrators’ website at www.sedarplus.ca. If you would like to receive a paper copy of the materials distributed for the Annual General Meeting of Shareholders by mail, you must request it. Requesting a paper copy is free of charge. Registered shareholders and non-objecting beneficial owners may request a paper copy of the materials by calling Computershare Investor Services Inc. (“Computershare”) toll free at 1-866-962-0498 (Canada and U.S.) or +1-514-982-7555 (international) and entering the control number indicated on the form of proxy or voting instruction form they received with the Notice of Meeting. Objecting beneficial owners may request a paper copy of the materials by calling Broadridge Investor Communications Corporation toll free at 1-877-907-7643 (Canada and U.S., in English or French), at +1-303-562-9306 (international, in French), or at +1-303-562-9305 (international, in English) and entering the control number indicated on the voting instruction form they received with the Notice of Meeting.


1		2024 MANAGEMENT PROXY CIRCULAR		© CGI Inc.

To ensure you receive the materials in advance of the voting deadline and Meeting date, all requests must be received no later than January 15, 2025. If you do request a paper copy of the current materials, please note that another voting instruction form or proxy form will not be sent; please retain the one received with the Notice of Meeting for voting purposes.

To obtain a paper copy of the materials after the Meeting date, please contact CGI’s Investor Relations department by sending an e-mail to ir@cgi.com, by visiting the Investors section on the Company’s website at www.cgi.com or as follows:

Investor Relations

CGI Inc.

1350 René-Lévesque Boulevard West

20^th Floor

Montréal, Quebec

Canada

H3G 1T4

Tel.: +1-514-841-3200

Proxies

Solicitation of Proxies

The solicitation of proxies will be made primarily by mail for registered and non-registered shareholders and by e-mail for participants in CGI’s Share Purchase Plan. Proxies may also be solicited personally by e-mail or by phone by employees of the Company at minimal cost. The Company does not expect to pay any compensation for the solicitation of proxies, but will reimburse brokers and other persons holding shares for reasonable expenses for sending proxy materials to non-registered shareholders in order to obtain voting instructions.

The persons who may be appointed to act under the form of proxy or voting instruction form solicited by the management of the Company are all directors of the Company.

In order to be voted at the Meeting, a proxy must be received by Computershare by 11:00 a.m., Eastern Standard Time, on Tuesday, January 28, 2025. Proxies may also be received by the Corporate Secretary of the Company prior to the Meeting or any adjournment thereof at 1350 René-Lévesque Boulevard West, 25^th Floor, Montréal, Quebec, Canada, H3G 1T4, Attention: Corporate Secretary, at any time up to and including January 28, 2025, the last business day preceding the date of the Meeting.

The persons whose names are printed on the form of proxy or voting instruction form will vote all the shares in respect of which they are appointed to act in accordance with the instructions given on the form of proxy or voting instruction form. In the absence of a specified choice in relation to any matter to be voted on at the Meeting, or if more than one choice is indicated, the shares represented by the form of proxy or the voting instruction form will be voted:

FOR the election as directors of the fourteen persons nominated in this Management Proxy Circular; and

FOR the appointment of PricewaterhouseCoopers LLP as auditor.

Every proxy given to any person in the form of proxy or voting instruction form that accompanies the Notice of Meeting will confer discretionary authority with respect to amendments or variations to the items of business identified in the Notice of Meeting and with respect to any other matters that may properly come before the Meeting.

Appointment and Revocation of Proxies

All shareholders have the right to appoint themselves or any person to act on their behalf at the Meeting other than the persons whose names are printed in the form of proxy or voting instruction form that accompanies the Notice of Meeting. To exercise this right, each shareholder should insert a proxyholder’s name in the space provided for that purpose in the form of proxy or voting instruction form, or provide a revised proxy in proper form appointing the proxyholder. Non-registered shareholders located in the United States must follow the instructions under the heading How to Vote – Non-Registered Shareholders later in this document.

In addition to the first step above, shareholders who wish to appoint a proxyholder (including shareholders who wish to appoint themselves as a proxyholder) must visit https://www.computershare.com/CGI2024 and provide the required proxyholder contact information so that Computershare may provide the proxyholder with a four-letter code via email. Without the four-letter code, proxyholders will not be able to vote at the Meeting. Failure to register a proxyholder online will result in the proxyholder not being able to vote at the Meeting.

The steps described above must be completed prior to 11:00 a.m., Eastern Standard Time, on Tuesday, January 28, 2025, failing which a proxyholder will not be able to vote at the Meeting on the appointing shareholder’s behalf.

A proxy may be revoked at any time by the person giving it to the extent that it has not yet been exercised. If you are a registered shareholder and you want to revoke your proxy, you may do so by providing a new proxy form to Computershare at any time before 11:00 a.m., Eastern Standard Time, on Tuesday, January 28, 2025. A proxy may also be revoked by a registered shareholder by delivering a written notice to the Corporate Secretary of the Company at 1350 René-Lévesque Boulevard West, 25^th Floor, Montréal, Quebec, Canada, H3G 1T4, Attention: Corporate Secretary, which must be received at any time up to and including January 28, 2025, the business day preceding the date of the Meeting. A registered


© CGI Inc.		2024 MANAGEMENT PROXY CIRCULAR		2

shareholder may also access the Meeting via the live webcast to vote at the Meeting, which will revoke any previously submitted proxy. If you do not wish to revoke a previously submitted proxy nor ask questions at the Meeting, you can attend the Meeting as a guest, as guests can listen to the Meeting, but are not able to vote nor to submit questions.

If you are a non-registered shareholder and you want to revoke your proxy, contact your broker or other intermediary to find out what to do. Please note that your intermediary will need to receive any new instructions sufficiently in advance of the Meeting to act on them.

How to Vote

Only persons shown on the register of shareholders at the close of business on Monday, December 2, 2024, and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholders), will be entitled to vote at the Meeting. The register of holders of Class A subordinate voting shares (“Class A Shares”) and Class B shares (multiple voting) (“Class B Shares”) are kept by CGI’s transfer agent, Computershare.

Registered Shareholders

You are a registered shareholder if your name appears on your share certificate or your direct registration statement. Your proxy form tells you whether you are a registered shareholder. If you are a registered shareholder, you will receive a form of proxy containing the relevant details concerning the business of the Meeting, including a control number and password (CGI2024) that must be used in order to vote by proxy in advance of the Meeting or to join the live webcast the day of the Meeting to attend, ask questions and vote at the Meeting, as applicable.

Non-Registered Shareholders

Non-registered shareholders or “beneficial owners” are holders whose shares are held on their behalf through a “nominee” such as a bank, a trust company, a securities broker or other financial institution. When you receive a voting instruction form, this tells you that you are a non-registered shareholder. Most CGI shareholders hold their shares in this way. Non-registered shareholders must seek instructions from their nominees as to how to complete their voting instruction form if they wish to vote their shares themselves at the Meeting. Non-registered shareholders who received or who were given access to this Management Proxy Circular in a mailing from their nominee must adhere to the voting instructions provided to them by their nominee.

Non-registered shareholders must use the control number and password (CGI2024) on their voting instruction form to join the live webcast of the Meeting. Non-registered shareholders who wish to vote at the Meeting during the live webcast must appoint themselves by inserting their own name in the space provided on the voting instruction form and adhere to the signing and return instructions provided by their nominee. By doing so, non-registered shareholders are instructing their nominee to appoint them as proxyholder. In addition to the first step above, non-registered shareholders who wish to appoint a proxyholder (including non-registered shareholders who wish to appoint themselves as proxyholder) must visit https://www.computershare.com/CGI2024 and provide the required proxyholder contact information so that Computershare may provide the proxyholder with a four-letter code via email. Without the four-letter code, proxyholders will not be able to vote at the Meeting.

If you are a non-registered shareholder located in the United States and wish to attend, submit questions or vote at the Meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described above and under the heading Attending the Virtual Meeting, you must obtain a valid legal proxy form from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting instruction form sent to you, or contact your intermediary to request a legal proxy form if you have not received one. The legal proxy form will be mailed to the person and address written on the voting instruction form. After obtaining a valid legal proxy form from your intermediary, you must then submit such legal proxy form to Computershare. You can submit your proxy: by (a) email to: USLegalProxy@computershare.com (Subject Line: Legal Proxy); or (b) courier to Computershare Investor Services Inc., 100 University Avenue, 8^th Floor, Toronto, Ontario, Canada, M5J 2Y1, Attention: Legal Proxy, and in both cases, must be received by no later than 11:00 a.m., Eastern Standard Time, on Tuesday, January 28, 2025. You will receive a confirmation of your registration by email after Computershare receives your registration materials. Please make sure to register your appointment as a proxyholder at https://www.computershare.com/CGI2024. Without following this process, your duly appointed proxyholder will only be able to log in to the meeting as a guest and will not be able to vote or otherwise participate or exercise rights as proxyholder at the meeting. However, if you have received confirmation of registration of your legal proxy, your duly appointed proxyholder may attend and participate at the meeting. You must allow sufficient time to Computershare for the mailing and return of the legal proxy form by this deadline. If you have any questions, please contact the person who services your account.

Non-registered shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting and ask questions, but will not be entitled to vote their shares at the Meeting.

Voting in Advance of the Meeting

Shareholders are strongly encouraged to vote in advance of the Meeting whether or not they are able to attend the Meeting (or any adjournment thereof) via the live webcast. Below are the different ways in which registered and non-registered


3		2024 MANAGEMENT PROXY CIRCULAR		© CGI Inc.

shareholders can give voting instructions, details of which are found on the form of proxy or voting instruction form provided, as applicable.

By Internet

If a shareholder elects to vote using the internet, the shareholder must access the following website: www.investorvote.com. Shareholders must follow the instructions that appear on the screen and refer to the form of proxy or voting instruction form, as applicable, for their control number.

By Phone

If a shareholder wishes to vote by phone, the shareholder must call the following toll-free number 1-866-732-VOTE (8683) (within North America) or +1-312-588-4290 (outside of North America). Shareholders must follow the instructions of the voice response system and refer to the form of proxy or voting instruction form, as applicable, for their control number.

By Mail

If a shareholder wishes to vote by mail, the shareholder must complete, date and sign the form of proxy or voting instruction form, as applicable, in accordance with the instructions set out on such form, and return it in the prepaid envelope provided.

Duly completed forms of proxy or voting instruction forms or internet or telephone voting instructions, as applicable, must be received by Computershare by 11:00 a.m., Eastern Standard Time, on Tuesday, January 28, 2025. Proxies may also be received by the Corporate Secretary of the Company prior to the Meeting or any adjournment thereof at 1350 René-Lévesque Boulevard West, 25^th Floor, Montréal, Quebec, Canada, H3G 1T4, Attention: Corporate Secretary, at any time up to and including Tuesday, January 28, 2025, the last business day preceding the date of the Meeting.

Voting at the Meeting

Registered shareholders who wish to vote at the Meeting do not need to complete or return their proxy form. Non-registered shareholders who wish to vote at the Meeting must appoint themselves as proxyholder. The day of the Meeting, registered shareholders and non-registered shareholders who have duly appointed themselves as proxyholders, will be able to vote via the live webcast by completing a ballot online during the Meeting by visiting https://www.icastpro.ca/q0jsqn and logging in using the control number and password (CGI2024) included on their proxy form, in the case of registered shareholders, or entering the four-letter code provided by Computershare via email and password (CGI2024), in the case of the proxyholder of non-registered shareholders, as applicable, as further described under the heading Attending the Virtual Meeting.

Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting, but will not be able to vote their shares at the Meeting.

Even if you currently plan to attend and vote at the Meeting, you should consider voting your shares in advance so that your vote will be counted if you later decide not to attend the Meeting. You should note however that if you access and vote on any matter during the Meeting, you will revoke any previously submitted proxy. If you do not wish to revoke a previously submitted proxy nor ask questions at the Meeting, you can attend the Meeting as a guest, as guests can listen to the Meeting, but are not able to vote nor to submit questions.

If you wish to appoint someone as proxy to vote your shares for you at the Meeting during the live webcast, please follow the instructions found on either your proxy form or voting instruction form, as applicable. You will need to register your proxyholder (including registering yourself if you wish to appoint yourself as proxyholder) online at https://www.computershare.com/CGI2024 so that Computershare will provide a four-letter code to your proxyholder, which will allow your proxyholder to join the Meeting and vote your shares on your behalf, as further described under the heading Appointment and Revocation of Proxies.

Changing Your Vote

If you are a registered shareholder and you change your mind about how you voted before the Meeting, you may provide new voting instructions at www.investorvote.com, or a new form of proxy to Computershare at any time before 11:00 a.m., Eastern Standard Time, on Tuesday, January 28, 2025. A proxy may also be revoked by delivering a written notice to the registered office of the Company at 1350 René-Lévesque Boulevard West, 25^th Floor, Montréal, Quebec, Canada, H3G 1T4, Attention: Corporate Secretary, which must be received prior to or on January 28, 2025, the last business day preceding the date of the Meeting, or any adjournment thereof. A registered shareholder may also access the Meeting via the live webcast to vote at the Meeting, which will revoke any previously submitted proxy. If you do not wish to revoke a previously submitted proxy, you should attend the Meeting as a guest. Guests can listen to the Meeting, but are not able to vote nor to submit questions.

If you are a non-registered shareholder and you change your mind about how you voted before the Meeting, contact your broker or other intermediary to find out what to do. Please note that your intermediary will need to receive any new instructions sufficiently in advance of the Meeting to act on them.


© CGI Inc.		2024 MANAGEMENT PROXY CIRCULAR		4

Voting Shares and Principal Holders of Voting Shares

The Company’s authorized share capital consists of an unlimited number of First Preferred Shares, issuable in series, an unlimited number of Second Preferred Shares, issuable in series, an unlimited number of Class A Shares and an unlimited number of Class B Shares, all without par value, of which, as at December 2, 2024, 203,254,247 Class A Shares and 24,122,758 Class B Shares were issued and outstanding.

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

Class A Shares and Class B Shares

Voting Rights

The holders of Class A Shares are entitled to one vote per share and the holders of Class B Shares are entitled to ten votes per share. As at December 2, 2024, 45.73% and 54.27% of the aggregate voting rights were attached to the outstanding Class A Shares and Class B Shares, respectively.

Subdivision or Consolidation

The Class A Shares or Class B Shares may not be subdivided or consolidated unless simultaneously the Class B Shares and the Class A Shares are subdivided or consolidated in the same manner and in such an event, the rights, privileges, restrictions and conditions then attaching to the Class A Shares and Class B Shares shall also attach to the Class A Shares and Class B Shares as subdivided or consolidated.

Rights upon Liquidation

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

Conversion Rights of Class A Shares in Specific Circumstances

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

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

Conversion of Class B Shares

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

Issuance of Class B Shares

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


5		2024 MANAGEMENT PROXY CIRCULAR		© CGI Inc.

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

●

in payment of share dividends;

●

pursuant to the stock option plans or share purchase plans of the Company;

●

further to the conversion of Class B Shares into Class A Shares pursuant to the articles of the Company; or

●

further to the exercise of the conversion, exchange or acquisition rights attached to securities convertible into Class A Shares.

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

Dividends

The Class A Shares and Class B Shares participate equally, share for share, in any dividend which may be declared, paid or set aside for payment thereon. In fiscal 2024, the Board of Directors approved a dividend program under which the Company intends to pay a quarterly cash dividend to holders of its Class A Shares and Class B Shares. Future dividends and the amounts will be at the discretion of the Board of Directors after taking into account the Company’s free cash flow, earnings, financial position, market conditions and other factors the Board of Directors deems relevant.

Amendments

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

Rank

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

First Preferred Shares

The First Preferred Shares may be issued from time to time in one or more series and the Board of Directors of the Company has the right to determine, by resolution, the designation, rights, privileges, restrictions and conditions attaching to each series. The First Preferred Shares of each series rank equal to the First Preferred Shares of all other series and rank prior to the Second Preferred Shares, the Class A Shares and Class B Shares with respect to payment of dividends and repayment of capital. The holders of First Preferred Shares are entitled to receive notice of and attend any shareholders’ meetings and are entitled to one vote per share. As at December 2, 2024, no First Preferred Shares were outstanding.

Second Preferred Shares

The Second Preferred Shares may be issued from time to time in one or more series and the Board of Directors has the right to determine, by resolution, the designation, rights, privileges, restrictions and conditions attaching to each series. The Second Preferred Shares of each series rank equal to all other Second Preferred Shares of all other series and rank after the First Preferred Shares, but prior to the Class A Shares and Class B Shares with respect to payment of dividends and repayment of capital. The Second Preferred Shares are non-voting. As at December 2, 2024, no Second Preferred Shares were outstanding.

Normal Course Issuer Bid

On January 30, 2024, the Board of Directors authorized and subsequently received regulatory approval from the Toronto Stock Exchange (“TSX”) for the renewal of its NCIB and the purchase for cancellation of up to 10% of the public float of the Company’s Class A Shares as at January 23, 2024. The current NCIB enables the Company to purchase for cancellation on the open market through the facilities of the TSX and the New York Stock Exchange (“NYSE”) and through alternative trading systems, as well as outside the facilities of the TSX by private agreements pursuant to exemption orders issued by securities regulators, up to 20,457,737 Class A Shares. As at January 23, 2024, there were 206,327,788 Class A Shares of the Company outstanding of which approximately 99.2% were widely held. The Company was authorized to purchase Class A Shares under the current NCIB commencing on February 6, 2024, and may continue to do so until February 5, 2025, or until such earlier date when the Company will either have acquired the maximum number of Class A Shares allowable under the NCIB or elected to terminate the bid.

As at December 2, 2024, the Company had purchased for cancellation 6,376,708 Class A Shares under its current NCIB for an approximate aggregate cash consideration of $919.3 million at a weighted average price of $144.17 per share. The repurchased shares include 1,674,930 Class A Shares purchased for cancellation on February 23, 2024, from Mr. Serge Godin, Founder and Executive Chairman of the Board, as well as a wholly-owned holding company, for a total cash consideration of $250.0 million, and 2,887,878 Class A Shares purchased for cancellation on May 27, 2024, from Caisse de dépôt et placement du Québec (CDPQ), for a total cash consideration of $400.0 million, both by way of private


© CGI Inc.		2024 MANAGEMENT PROXY CIRCULAR		6

agreements. The repurchase transaction from Mr. Serge Godin was reviewed and recommended for approval by an independent committee of the Board of Directors of the Company following the receipt of an external opinion regarding the reasonableness of the financial terms of the transaction, and ultimately approved by the Board of Directors (see the heading Special Committee of the Board of Directors later in this document for a description of the mandate of the independent committee). In the case of such repurchases, favourable decisions were obtained from the Quebec securities regulator to exempt the Company from issuer bid requirements and they are considered within the annual aggregate limit that the Company is entitled to purchase under its current NCIB. A copy of the Company’s Notice of Intention relating to the Company’s NCIB may be obtained free of charge from its Investor Relations department. See the heading Additional Information at the end of this document.

Principal Holders of Class A Shares and Class B Shares

As at December 2, 2024, to the knowledge of the directors and executive officers of the Company, the only person who beneficially owned, directly or indirectly, or exercised control or direction over 10% or more of CGI’s outstanding Class A Shares or Class B Shares was Mr. Serge Godin. His holdings are set out in the table that follows.

As at December 2, 2024, the Company and its related subsidiaries are controlled by Mr. Serge Godin, the Founder and Executive Chairman of the Board.


Name	Shares – Class “A”			Shares – Class “B”			Total Equity
		Number	%		Number	%	Total % of Equity	Total Number of Votes	Total % of Votes
Serge Godin		233,455	0.11%				0.10%	233,455	0.05%
					24,122,758	100%	10.61%	241,227,580	54.27%
Total		233,455	0.11%		24,122,758	100%	10.71%	241,461,035	54.32%

On May 28, 2024, Mr. André Imbeau, the Co-Founder and Advisor to the Executive Chairman of the Board converted a total of 900,000 Class B Shares into 900,000 Class A Shares.

As at December 2, 2024, the directors and executive officers of the Company, as a group, beneficially owned, directly or indirectly, or exercised control or direction over, 651,064 Class A Shares and 24,122,758 Class B Shares representing respectively approximately 0.32% of the issued and outstanding Class A Shares and 100% of the issued and outstanding Class B Shares.


7		2024 MANAGEMENT PROXY CIRCULAR		© CGI Inc.

Business to Be Transacted at the Meeting

The following items of business will be presented to the shareholders at the Meeting:

1.	Presentation of the Annual Audited Consolidated Financial Statements

The Annual Audited Consolidated Financial Statements of the Company for the fiscal years ended September 30, 2024 and 2023, and the report of the auditor will be tabled at the Meeting. The Annual Audited Consolidated Financial Statements were mailed with the Notice of Meeting to shareholders who requested them. Copies of the Annual Audited Consolidated Financial Statements of the Company for the fiscal years ended September 30, 2024 and 2023, may be obtained from the Company upon request and are available on the internet at www.envisionreports.com/gib2024 as well as on the Canadian Securities Administrators’ website at www.sedarplus.ca.

2.	Election of Directors

Fourteen directors are to be elected to hold office until the close of the next Annual General Meeting of Shareholders, unless the office is earlier vacated. Each of the fourteen persons presented in this Management Proxy Circular is nominated for election as a director of the Company and each nominee has agreed to serve as a director if elected.

The persons named as proxies in the proxy form or voting instruction form, as applicable, intend to cast the votes represented by proxy at the Meeting FOR the election as directors of the fourteen persons nominated in this Management Proxy Circular unless shareholders direct otherwise.

3.	Appointment of Auditor

The Board of Directors recommends that PricewaterhouseCoopers LLP be appointed as the auditor of the Company to hold office until the next Annual General Meeting of Shareholders or until its successor is appointed. PricewaterhouseCoopers LLP was first appointed as the Company’s auditor at the Annual General and Special Meeting of Shareholders held on January 30, 2019.

The persons named as proxies in the proxy form or voting instruction form, as applicable, intend to cast the votes represented by proxy at the Meeting FOR the appointment of PricewaterhouseCoopers LLP as auditor and to vote to authorize the Audit and Risk Management Committee to fix the compensation of the auditor unless shareholders direct otherwise.

4.	Shareholder Proposal

A shareholder proposal was submitted by the Mouvement d’éducation et de défense des actionnaires (“MÉDAC”). MÉDAC is a not-for-profit company whose registered office is located at 82 Sherbrooke Street West, Montréal, Quebec, Canada, H2X 1X3, holding 32 Class A Shares that were acquired on February 19, 2014.

The shareholder proposal is enclosed as Appendix C hereto, along with the response of CGI’s Board of Directors. Due to the national strike by the Canadian Union of Postal Workers, CGI asked MÉDAC not to present the shareholder proposal for a vote at the Meeting. CGI made this request to MÉDAC as Coordinated Blanket Order 51-931 – Temporary Exemption from requirements in National Instrument 51-102 Continuous Disclosure Requirements and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer to send certain proxy-related materials during a postal strike (“Blanket Order 51-931”), adopted by the Autorité des marchés financiers and securities commissions in other Canadian jurisdictions, which provides exemptions from certain requirements relating to the sending of proxy-related materials to shareholders, may not be applicable to a meeting at which a shareholder proposal is submitted to a vote. Given the logistical difficulty and significant costs associated with sending proxy-related materials via private courier companies, and the fact that CGI would potentially be unable to benefit from the exemption provided in Blanket Order 51-931 otherwise, MÉDAC has agreed not to present the shareholder proposal for a vote at the Meeting. Although the shareholder proposal will not be presented at the Meeting for a vote: (i) the shareholder proposal and the Board of Directors response are nevertheless reproduced in Appendix C hereto, and (ii) the Company has agreed to present and hold a vote on the shareholder proposal at its next annual meeting of its shareholders without the requirement of MÉDAC resubmitting the proposal and notwithstanding any regulatory delays to do so.


© CGI Inc.		2024 MANAGEMENT PROXY CIRCULAR		8

Nominees for Election as Directors

The persons whose names are printed in the form of proxy intend to vote for the election as directors of the proposed nominees whose names are set forth in the following pages. Each director elected will hold office until the next Annual General Meeting of Shareholders or until such director’s resignation, unless the office is earlier vacated.

The information below lists the name of each candidate proposed by the Board of Directors, on the recommendation of the Corporate Governance Committee, for election as a director; whether the candidate has been determined by the Board of Directors to be independent of, or related to, the Company; whether the candidate complies with the Company’s share ownership guideline; the candidate’s age; the language(s) in which the candidate is proficient; the principal occupation of the candidate; the city, province or state, and country of residence of the candidate; the year when the candidate first became a director, if currently a director; the voting results for the candidate in the previous year’s election, if applicable; the standing committee memberships of the candidate; the skills the candidate brings to the Board of Directors based on the Board of Directors’ skills matrix; the number of shares of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised; the number of Deferred Stock Units (“DSUs”) of the Company held (see the heading Deferred Stock Units Plan and Deferred Stock Units Granted to Directors later in this document); the number of stock options of the Company held (see the heading Share Option Plan later in this document); the number of Performance Share Units (“PSUs”) of the Company held (see the heading Share Unit Plan later in this document); as well as current and previous directorships.

Information relating to shares, DSUs, stock options and PSUs, if any, beneficially owned, or over which control or direction is exercised, is provided as at December 2, 2024.


François Boulanger Westmount, Quebec, Canada Director since: 2024 Age: 59 Language(s): English and French Director related to CGI, complies with the share ownership guideline		Mr. Boulanger was appointed President and Chief Executive Officer of CGI and a member of the Board of Directors in October 2024. In this role, Mr. Boulanger leads the development and implementation of CGI’s profitable growth strategy to continue building a company that is a partner of choice for clients, an employer of choice for people, and an investment of choice for shareholders. Together with his global leadership team, he guides CGI Partners around the world to harness the power of technology with the goal of delivering trusted insights and tangible business outcomes for clients. Prior to his appointment as CEO, Mr. Boulanger spent 25 years leading CGI teams around the world to deliver on a wide range of business and operational strategies. From 2022, in his role as President and Chief Operating Officer (COO), he led CGI’s operations in Canada, U.S. Commercial and State Government, Asia Pacific Global Delivery Centers of Excellence, and Global Intellectual Property Solutions. Also in this capacity, Mr. Boulanger oversaw CGI’s Global CIO function, which is responsible for the company’s digital strategy. He served as CGI’s Executive Vice-President and Chief Financial Officer from October 2014 until his appointment as COO, and in this role, oversaw the company’s global financial operations in addition to the internal audit, investment management, procurement, real estate, investor relations and environmental, social and governance (ESG) functions and strategies worldwide. Mr. Boulanger is based at the company’s global headquarters in Montréal. He is a Chartered Professional Accountant and holds a Bachelor of Business Administration (BBA) degree from HEC Montréal (1988). President and Chief Executive Officer Class A Shares: 45,368 (*) Stock options: 210,112 (‡) Performance Share Units: 95,107 (§)

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Sophie Brochu Bromont, Quebec, Canada Director since: 2023 Age: 61 Language(s): English and French Independent director, complies with the share ownership guideline		Ms. Brochu is a corporate director. She served as President and Chief Executive Officer of Hydro-Québec from 2020 to April 2023. She was the first woman in the government-owned corporation’s history to hold that office on a permanent basis. Ms. Brochu has over 30 years of experience in the energy sector. She began her career in 1987 as a financial analyst with Société québécoise d’initiatives pétrolières (SOQUIP), a Québec government corporation responsible for developing the natural gas network in the province. She joined Énergir (formerly known as Gaz Métro) in 1997 and, in 2007, was appointed its President and Chief Executive Officer, a position she held until 2019. Ms. Brochu serves as a director on the boards of CAE Inc. and Compagnie de Saint-Gobain SA. She is a past board member of the Bank of Montreal. Very active in the community, she has been involved with Centraide of Greater Montreal for many years and co-founded ruelle de l’avenir, a non-profit organization that encourages students in the Centre-Sud and Hochelaga neighborhoods of Montréal to stay in school. Ms. Brochu was awarded honorary doctorates by Université de Montréal (HEC Montréal), Bishop’s University and Université Laval. She is a member of the Order of Canada and an officer of the Ordre national du Québec. Chair of the Human Resources Committee and Member of the Corporate Governance Committee Class A Shares: 540 (*) Deferred Stock Units: 1,895 (+)
		2024 votes in favour: 99.45%

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George A. Cope Toronto, Ontario, Canada Director since: 2020 Age: 63 Language(s): English Independent director, complies with the share ownership guideline		Mr. Cope is a corporate director. Prior to his retirement in January 2020, he was President and Chief Executive Officer of BCE Inc. and Bell Canada, a position he had held since 2008. Mr. Cope was recognized as Corporate Citizen of the Year in the Report on Business CEO of the Year Awards (2019), one of the Top 100 Best-Performing CEOs in the World by Harvard Business Review (2019) and as Canada’s Outstanding CEO of the Year for 2015 by the Financial Post. Under his leadership, Bell announced the Bell Let’s Talk initiative in 2010, the largest-ever corporate commitment to Canadian mental health and now one of the country’s most prominent community investment campaigns. Mr. Cope was named Ivey Business Leader of the Year in 2013 and is a past member of the school’s advisory board. He has been awarded honorary Doctorate degrees by his alma mater, the University of Windsor, as well as Trent University and Queen’s University. Mr. Cope was Chair of United Way Toronto’s 2013 campaign, and received the Queen’s Diamond Jubilee Medal for his work on Bell Let’s Talk. He is Chair of the board of the Bank of Montreal, and serves as a director of its U.S. subsidiary, BMO Financial Corp. He is a past board member of Maple Leaf Sports & Entertainment Ltd. (MLSE). Mr. Cope was appointed a Member of the Order of Canada in 2014 and was inducted into the Canadian Business Hall of Fame in 2018. Mr. Cope is a graduate of the Ivey School of Business at Western University. Lead Director, Member of the Corporate Governance Committee and Human Resources Committee Class A Shares: 21,540 (*) Deferred Stock Units: 10,039 (+)
		2024 votes in favour: 97.95%

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© CGI Inc.		2024 MANAGEMENT PROXY CIRCULAR		10

Jacynthe Côté

LOGO

Candiac, Quebec, Canada

Director since: 2024

Age: 66

Language(s): English and French

Independent director,

complies with the share

ownership guideline

Ms. Côté is a corporate director. She is the Chair of the Board of Directors of Royal Bank of Canada. She was also the Chair of the Board of Directors of Hydro-Québec from 2018 to May 2023. She was President and Chief Executive Officer of Rio Tinto Alcan (mining and metallurgical company) from 2009 to 2014. Previously, Ms. Côté was President and Chief Executive Officer of Rio Tinto Alcan’s Primary Metal business unit. She joined Alcan Inc. in 1988 and held various senior management positions there during her 26-year career. Ms. Côté is a member of the Board of Directors of Transcontinental Inc., Chair of the Board of Directors of Alloprof, and a member of the Board of Directors of the CHU Sainte-Justine Foundation. Ms. Côté holds a bachelor’s degree in chemistry from Laval University and was awarded honorary doctorates by Université du Québec à Chicoutimi and Université de Montréal (HEC Montréal).

Member of the Corporate Governance Committee and Human Resources Committee

Class A Shares: 1,000 (*)

Deferred Stock Units: 1,127 (+)

2024 votes in favour: 99.82%

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Julie Godin

LOGO

Westmount, Quebec, Canada

Director since: 2013

Age: 49

Language(s): English and French

Director related to CGI,

complies with the share ownership guideline

Ms. Godin, as Co-Chair of the CGI Board of Directors, collaborates with the Board to set the strategic direction of the Company, including overseeing the development and execution of its rolling three-year strategic plan, which is updated annually. As part of this, she and the Board focus on achieving results for and maintaining equilibrium among CGI’s three stakeholders – clients, CGI Partners and shareholders – to ensure each stakeholders’ long-term success. As Executive Vice-President of Strategic Planning and Corporate Development, Ms. Godin oversees the ongoing development of the CGI Management Foundation, which includes the key elements and best practices that define and guide the Company’s actions for the benefit of all three stakeholders. She also leads the strategic planning, marketing & communications, human resources, and mergers & acquisitions functions. In this role, she directs the Company’s continuous improvement through structured stakeholder insights and metrics, and drives forward the successful execution of the Build and Buy Strategy, equipping leaders to bring forward CGI’s end-to-end services and merging with IT and business consulting firms that strengthen the Company’s footprint and capabilities. Before joining CGI, Ms. Godin founded Oxygen Corporate Health, a company that manages comprehensive health and well-being programs in the workplace, which merged with CGI. From 2017 to 2021, Ms. Godin was a member of the Board of Directors of Canadian National Railway Company, a transportation leader and the only transcontinental railroad in North America.

Co-Chair of the Board, Executive Vice-President, Strategic Planning and Corporate Development

Class A Shares: 16,863 (*)

Stock options: 133,988 (‡)

Performance Share Units: 70,927 (§)

2024 votes in favour: 99.08%

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Serge Godin Westmount, Quebec, Canada Director since: 1976 Age: 75 Language(s): English and French Director related to CGI, complies with the share ownership guideline		Mr. Godin founded CGI in 1976 and he is the controlling shareholder of the Company. Today, CGI is one of the largest IT and business consulting services firms in the world. Mr. Godin led CGI as its President and Chief Executive Officer from its founding until 2006, when he became Founder and Executive Chairman of the Board. Under his leadership, CGI has expanded through both organic growth and more than 115 acquisitions, growing from 2 consultants in 1976 to 90,250 today. Mr. Godin is an Officer of the Order of Canada, an Officer of the National Order of Québec, and a Chevalier de la Légion d’honneur of France. In 2008, he was inducted into the Canadian Business Hall of Fame. In 2011, he was named an Honorary Associate by the Conference Board of Canada. In 2015, he became a lifelong member of the Horatio Alger Association. Mr. Godin has been awarded six honorary doctorate degrees, including from Montreal’s Concordia University (Law), Université Laval (Administrative Sciences) of Québec, HEC (Université de Montréal, affiliated Business School), York University (Law) in Toronto, ÉTS (École de technologie supérieure) of Montréal, and Desautels Faculty of Management, McGill University (Law). Mr. Godin has long been involved in charitable causes. In 2000, together with other members of his family, he established the Godin Family Foundation with a mission to alleviate poverty, promote education and improve the health of children and teens in need. Since its inception, the Foundation has helped more than 400 schools, hospitals and youth organizations. Founder and Executive Chairman of the Board Class A Shares: 233,455 () Class B Shares: 24,122,758 () Performance Share Units: 307,698 (§)
		2024 votes in favour: 96.87%

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Gilles Labbé Outremont, Quebec, Canada Director since: 2010 Age: 68 Language(s): English and French Independent director, complies with the share ownership guideline		Mr. Labbé is the Executive Chairman of the Board of Héroux-Devtek Inc., an international company specializing in the design, development, manufacture, repair, and overhaul of landing gear systems and components for the aerospace market. Prior to June 2019, Mr. Labbé had been President and Chief Executive Officer of Héroux-Devtek Inc. since the acquisition of Devtek Corporation by Héroux Inc. in 2000 and previously, he was the President and Chief Executive Officer of Héroux Inc. since 1989. Mr. Labbé holds a Bachelor of Business Administration degree from Université de Montréal and is a Fellow Chartered Professional Accountant (FCPA, FCA). Chair of the Audit and Risk Management Committee Class A Shares: 7,246 (*) Deferred Stock Units: 38,205 (+) Stock options: 4,560 (‡)
		2024 votes in favour: 98.79%

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© CGI Inc.		2024 MANAGEMENT PROXY CIRCULAR		12

Michael B. Pedersen

LOGO

Toronto, Ontario, Canada

Director since: 2017

Age: 64

Language(s): English and Danish

Independent director,

complies with the share ownership guideline

Mr. Pedersen is a corporate director. Prior to his retirement in June 2018, he was Special Advisor to the Chief Executive Officer of The Toronto-Dominion Bank since June 2017 and Group Head, U.S. Banking of The Toronto-Dominion Bank as well as President and Chief Executive Officer and a director of TD Bank US Holding Company, TD Bank, N.A. and TD Bank USA, N.A. from 2013 to 2017, where he was responsible for leading the bank’s retail and commercial banking operations in the United States. Prior to joining TD Bank Group in 2007, Mr. Pedersen worked at Barclays plc in the United Kingdom where he was responsible for three global businesses and prior to that he worked at CIBC where he held senior executive roles in retail and business banking. He serves as a director of AtkinsRéalis, and also previously served as Chairman of the Canadian Bankers Association, Chairman of the board of directors of the Business Development Bank of Canada and Chair of the National Board of Directors of the Nature Conservancy of Canada. Mr. Pedersen holds a Bachelor of Commerce degree from University of British Columbia and a Master’s degree in Industrial Relations from University of Toronto.

Chair of the Corporate Governance Committee and Member of the Human Resources Committee

Class A Shares: 24,350 (*)

Deferred Stock Units: 16,290 (+)

2024 votes in favour: 96.93%

Operational Literacy

Governance Risk and Compliance

Executive

Leadership

Consulting

Services and

IT Industry

Geography

Vertical market

Financial Literacy

Governance

and Human

Resources

Finance

Accounting

Risk

✔

Global

Multiple vertical markets

✔

Stephen S. Poloz

LOGO

Orleans, Ontario, Canada

Director since: 2020

Age: 69

Language(s): English and French

Independent director,

complies with the share ownership guideline

Mr. Poloz is a corporate director. A widely-recognized economist with nearly 40 years of experience in financial markets, forecasting and economic policy, Stephen S. Poloz served a seven-year term as the Governor of the Bank of Canada, starting in 2013. As Governor, he served as Chairman of the Bank’s board of directors. He was a director of the Bank for International Settlements (BIS) and the Canada Deposit Insurance Corporation. He was also Chair of the BIS Audit Committee and former Chair of the Consultative Council for the Americas. Previously, Mr. Poloz was President and CEO of Export Development Canada, a major public sector financial intermediary providing various forms of insurance and lending to facilitate international business on behalf of Canadian companies. Mr. Poloz currently serves as a director of Enbridge Inc. In 2024, he was appointed an Officer of the Order of Canada.

Member of the Audit and Risk Management Committee

Deferred Stock Units: 4,852 (+)

2024 votes in favour: 99.69%

Operational Literacy

Governance Risk and Compliance

Executive

Leadership

Consulting

Services and

IT Industry

Geography

Vertical market

Financial Literacy

Governance

and Human

Resources

Finance

Accounting

Risk

✔

Global

Multiple vertical markets

✔


13		2024 MANAGEMENT PROXY CIRCULAR		© CGI Inc.

Mary G. Powell

LOGO

South Hero, Vermont, United States

Director since: 2020

Age: 64

Language(s): English

Independent director,

complies with the share ownership guideline

Ms. Powell is a corporate director. She currently serves as Chief Executive Officer of Sunrun Inc., the largest residential-solar company in the U.S. Recognized as an energy transformation visionary, Mary G. Powell has served as President and Chief Executive Officer for Green Mountain Power Corporation (GMP) in the state of Vermont from 2008 through 2019. She led GMP’s ambitious energy transformation program to provide low carbon, low cost and reliable power to Vermont citizens. Ms. Powell has received various accolades, including the prestigious Rachel Carson Award in 2018, which honors distinguished female leaders influencing the environment. Ms. Powell served as Chair of The Solar Foundation and director of the Rocky Mountain Institute. She has extensive experience as a board member, and board chair, and currently serves on the board of Sunrun, Inc.

Member of the Corporate Governance Committee and Human Resources Committee

Deferred Stock Units: 4,291 (+)

2024 votes in favour: 97.93%

Operational Literacy

Governance Risk and Compliance

Executive

Leadership

Consulting

Services and

IT Industry

Geography

Vertical market

Financial Literacy

Governance

and Human

Resources

Finance

Accounting

Risk

✔

North America

Multiple vertical markets

✔


Alison C. Reed London, United Kingdom Director since: 2018 Age: 67 Language(s): English Independent director, complies with the share ownership guideline		Ms. Reed is a corporate director. She previously held senior management roles at Marks and Spencer plc where she spent more than 20 years, including as Chief Financial Officer from 2001 to 2005, and at Standard Life Assurance Company and Standard Life plc, where she served as Chief Financial Officer from 2005 to 2006 and led the company’s listing on the London Stock Exchange. Ms. Reed has served on the board of directors of several companies, including British Airways plc, Darty plc and HSBC Bank plc. She currently serves as a director of NewDay Ltd and as a Member of Council of Exeter University. Ms. Reed holds a Bachelor of Arts degree from Exeter University and is a Chartered Accountant (ACA). Member of the Audit and Risk Management Committee Class A Shares: 3,000 (*)
		2024 votes in favour: 99.69%

Operational Literacy

Governance Risk and Compliance

Executive

Leadership

Consulting

Services and

IT Industry

Geography

Vertical market

Financial Literacy

Governance

and Human

Resources

Finance

Accounting

Risk

✔

Global

Multiple vertical markets

✔


© CGI Inc.		2024 MANAGEMENT PROXY CIRCULAR		14

George D. Schindler

LOGO

Fairfax, Virginia,

United States

Director since: 2016

Age: 61

Language(s): English

Director related to CGI,

complies with the share ownership guideline

Mr. Schindler served as President and Chief Executive Officer of CGI from 2016 to 2024. In this capacity, he led the development and implementation of the company’s “Build and Buy” profitable growth strategy to strengthen CGI’s market position as one of the world’s leading global business and strategic IT consulting services firms. Mr. Schindler joined the Company through its acquisition of American Management Systems, Inc. in 2004. Prior to his appointment as President and Chief Executive Officer, Mr. Schindler served as President and Chief Operating Officer of CGI from 2015 to 2016 and as President, United States and Canada Operations from 2011 to 2015. A recognized industry leader, Mr. Schindler has twice been named a Top 100 Leader by Federal Computer Week. He holds a Bachelor of Science degree in Computer Science from Purdue University.

Special Advisor to the Founder and Executive Chairman of the Board

Class A Shares: 118,670 (*)

Stock options: 653,441 (‡)

Performance Share Units: 207,548 (§)

2024 votes in favour: 99.47%

Operational Literacy

Governance Risk and Compliance

Executive

Leadership

Consulting

Services and

IT Industry

Geography

Vertical market

Financial Literacy

Governance

and Human

Resources

Finance

Accounting

Risk

✔

Global

Multiple vertical markets

✔

Kathy N. Waller

LOGO

Atlanta, Georgia,

United States

Director since: 2018

Age: 66

Language(s): English

Independent director,

complies with the share ownership guideline

Ms. Waller is a corporate director. She served as the Executive Vice President, Chief Financial Officer and President, Enabling Services of The Coca-Cola Company until March 2019 where she was responsible for leading the company’s global finance organization. Ms. Waller joined The Coca-Cola Company in 1987 as a senior accountant and held numerous accounting and finance roles. She was Vice President, Controller from August 2009 to September 2013 and Senior Vice President, Finance from September 2013 to April 2014, prior to becoming Executive Vice President and Chief Financial Officer. She assumed responsibility for the company’s strategic governance areas as Executive Vice President, Chief Financial Officer and President Enabling Services from May 2017 to March 2019. Ms. Waller currently serves on the board of directors of Beyond Meat, Inc. and Delta Air Lines, Inc. Ms. Waller is the Executive Director of the Atlanta Committee for Progress, a public/private partnership that supports the City of Atlanta. Previously she served on the board of directors of Coca-Cola FEMSA, S.A.B. de C.V, Cadence Bancorporation and Monster Beverage Corporation. She holds a Bachelor of Arts degree and a Master’s degree in Business Administration from the University of Rochester and is a Certified Public Accountant (CPA, CGMA). Ms. Waller was named one of the Most Influential Black Corporate Directors by Savoy Magazine in its Fall 2021 issue.

Member of the Audit and Risk Management Committee

Deferred Stock Units: 8,511 (+)

2024 votes in favour: 98.88%

Operational Literacy

Governance Risk and Compliance

Executive

Leadership

Consulting

Services and

IT Industry

Geography

Vertical market

Financial Literacy

Governance

and Human

Resources

Finance

Accounting

Risk

✔

Global

Multiple vertical markets

✔


15		2024 MANAGEMENT PROXY CIRCULAR		© CGI Inc.

Frank Witter

LOGO

Braunschweig, Germany

Director since: 2021

Age: 65

Language(s): English and German

Independent director,

complies with the share ownership guideline

Frank Witter is a corporate director. A longtime executive with Volkswagen, Mr. Witter became Chief Executive Officer of Volkswagen Financial Services AG in September 2008, serving in that role until September 2015 when he became Chief Financial Officer for Volkswagen Group—a role from which he retired in 2021. With the responsibility for both finance and information technology, he also served as a member of Volkswagen Group’s Board of Management from October 2015 to March 2021. Mr. Witter joined the Volkswagen Group in 1992, overseeing the capital markets section of the company’s Group Treasury unit until 1998. He subsequently became Treasurer at Volkswagen of America and Volkswagen Canada. In 2001, Mr. Witter left Volkswagen to serve as Corporate Treasurer at SAirGroup in Zurich, Switzerland, returning to Volkswagen in 2002. From 2002 to 2005, Mr. Witter served as CFO of Volkswagen of America and Volkswagen Canada. At the beginning of 2005, he assumed the combined role of CEO and CFO for both subsidiaries. From October 2007 to September 2008, Mr. Witter was President and CFO of VW Credit, Inc. During this time, he also served as Regional Manager for the American markets of Volkswagen Financial Services AG. In May 2021, Mr. Witter became a member of the Supervisory Board of Deutsche Bank AG. He holds a business degree from the University of Hanover in Germany. Furthermore, after his retirement from Volkswagen AG he continued to be a member of the Supervisory Board of Traton SE.

Member of the Audit and Risk Management Committee

Deferred Stock Units: 3,192 (+)

2024 votes in favour: 96.73%

Operational Literacy

Governance Risk and Compliance

Executive

Leadership

Consulting

Services and

IT Industry

Geography

Vertical market

Financial Literacy

Governance

and Human

Resources

Finance

Accounting

Risk

✔

Global

Multiple vertical markets

✔

(*)	Number of shares beneficially owned, controlled or directed, directly or indirectly.

(+)	For more information concerning DSUs, please refer to the heading Compensation of Directors later in this document.

(‡)	For more information concerning stock options, please refer to the headings Share Option Plan and Compensation of Directors later in this document.

(§)

The number of PSUs includes PSUs that were awarded at the beginning of fiscal 2025 to Ms. Godin and Messrs. Godin and Boulanger as part of their target compensation for fiscal 2025, but which have not yet become eligible to vest and remain subject to the achievement of performance conditions, which will be determined at the end of fiscal 2025. For more information concerning PSUs, please refer to the heading Share Unit Plan later in this document.


© CGI Inc.		2024 MANAGEMENT PROXY CIRCULAR		16

Report of the Human Resources Committee

Executive Compensation Discussion and Analysis

Executive Compensation Process for the 2024 Fiscal Year

CGI’s executive compensation policy emphasizes incentive compensation linked to the success of the Company to ensure that the financial interests of the Company’s executives are closely aligned with those of shareholders. CGI measures business success on the basis of profit and growth as well as the satisfaction of our clients, and of our CGI Partners.

CGI’s compensation policy is rooted in its fundamental belief that a company with an inspiring dream, uncompromising integrity, a caring human resources philosophy and solid values is better able to attract and respond to the profound aspirations of high-caliber, competent people. These individuals in turn deliver high-quality services, in keeping with the Company’s profitability objectives. The growth and profitability generated as a result allows CGI to continue to offer its shareholders value for their investment.

This belief drives the Company’s compensation programs, which are designed to attract and retain the key talent CGI needs to remain competitive in a challenging market and achieve continued and profitable growth for its shareholders.

As per CGI’s compensation policy, the principles used to determine the compensation of the named executive officers (the President and Chief Executive Officer, the Executive Vice-President and Chief Financial Officer and the three other most highly compensated executive officers of the Company, hereafter referred to as the “Named Executive Officers”) are also applied to all management team members, taking into account the results of their respective business units. In the case of CGI’s senior executives, there is an added emphasis on closely aligning executives’ financial interests with those of shareholders through incentive compensation. The Named Executive Officers who are not directors of the Company are Messrs. Steve Perron, Executive Vice-President and Chief Financial Officer and Jean-Michel Baticle, President and Chief Operating Officer, and President, Western and Southern Europe, each of whom is proficient in both English and French.

The sections below outline the main features of CGI’s executive compensation policy and programs.

The Human Resources Committee of the Board of Directors

The Committee reviews management’s proposals and makes recommendations to the Board of Directors of the Company in relation to the compensation of certain senior executives, including the entitlements under short and long-term incentive and benefit plans and the corporate objectives that the Founder and Executive Chairman of the Board, the President and Chief Executive Officer and other senior executives are responsible for achieving. Similarly, the Committee is responsible for approving and making recommendations in relation to the compensation of the Company’s outside directors and succession plans for senior executives.

The Committee is composed of Mses. Sophie Brochu, Chair of the Committee, Jacynthe Côté and Mary G. Powell, and Messrs. George A. Cope, Lead Director, and Michael B. Pedersen, all of whom are independent directors. The Committee held four regular meetings in fiscal 2024. Ms. Brochu’s role and responsibilities as Chair of the Committee are described later in this document in the report of the Corporate Governance Committee under the heading Role and Responsibilities of the Lead Director and Standing Committee Chairs. The members of the Committee have significant experience in matters relating to human resources management and executive compensation, which they have acquired in their role as senior executives or as members of the Human Resources Committee of other publicly listed issuers. Ms. Brochu was President and Chief Executive Officer of Hydro-Québec and of Énergir, Mr. Cope was President and Chief Executive Officer of BCE Inc. and Bell Canada, Ms. Côté was President and Chief Executive Officer of Rio Tinto Alcan, Mr. Pedersen was President and Chief Executive Officer of TD Bank US Holding Company, TD Bank, N.A. and TD Bank USA, N.A., and Ms. Powell was President and Chief Executive Officer of Green Mountain Power Corporation and now serves as Chief Executive Officer of Sunrun Inc.

The role and responsibilities of the Committee are contained in the Committee’s charter, which is incorporated by reference in this Management Proxy Circular (see the heading Mandate, Structure and Composition of the Board of Directors later in this document). The Committee’s charter is available on CGI’s website at www.cgi.com. The role and responsibilities of the Committee include:

●

Advising the Board of Directors on human resources and succession planning, health and well-being of our CGI Partners, compensation of members of the Board of Directors, executive officers and other CGI Partners, short and long-term incentive plans, benefit plans, and executive officer appointments;

●

Reviewing and advising the Board of Directors on management’s succession plans for executive officers, with special emphasis on the Chief Executive Officer succession;

●

Reviewing and advising the Board of Directors on CGI’s compensation philosophy, including the compensation strategy and compensation policies for the executive officer level, as proposed by the Executive Chairman of the Board, the Co-Chair of the Board and the Chief Executive Officer;

●

Making recommendations to the Board of Directors for the appointment of the Chief Executive Officer and other executive officers, while considering and promoting the diversity of the executive team’s background, including in


17		2024 MANAGEMENT PROXY CIRCULAR		© CGI Inc.

terms of gender, ethnicity, race, disability, age and experience, and the corporate objectives which the executive officers are responsible for meeting;

●

Reviewing and advising the Board of Directors on CGI’s overall compensation plan including the adequacy and form of compensation realistically reflecting the responsibilities and risks of the positions of Executive Chairman of the Board and Chief Executive Officer of the Company and, in that regard, considering appropriate information, including information with respect to the overall performance of the Chief Executive Officer;

●

Reviewing and advising the Board of Directors on the compensation of executive officers, annual adjustments to executive salaries, and the design and administration of short and long-term incentive plans, benefits and perquisites as proposed by the Executive Chairman of the Board and the Chief Executive Officer;

●

Reviewing and advising the Board of Directors on any exceptional terms of senior executive’s employment and termination arrangements;

●

Making recommendations on the adoption of new, or significant modifications to, pay and benefit plans;

●

Recommending the appointment of new officers and executive officers as appropriate while considering and promoting the diversity of the executive team’s background, including gender, ethnicity, race, disability, age and experience;

●

Reviewing and advising the Board of Directors on significant organizational changes;

●

Reviewing and approving the Committee’s executive compensation report to be contained in the Company’s annual Management Proxy Circular;

●

Reviewing and advising the Board of Directors on management development programs for the Company;

●

Reviewing and advising the Board of Directors on special employment contracts or arrangements with officers of the Company, including any contracts relating to change of control, if any; and

●

Reviewing and advising the Board of Directors on the compensation of the members of the Board of Directors and its committees, including the adequacy and form of compensation realistically reflecting the responsibilities and risks of the positions, and recommending changes where applicable.

The Committee also performs such other duties from time to time as assigned by the Board of Directors.

The Committee reports to the Board of Directors on its proceedings, the reviews it undertakes, and its recommendations.

In executing its mandate for fiscal 2024, the Committee retained the services of Willis Towers Watson, the Company’s external human resources consultant. Willis Towers Watson was first retained to provide consulting services in 1995. The services provided by Willis Towers Watson to the Committee include:

●

Providing the Committee with information on market trends and good practices on executive and director compensation;

●

Developing recommendations on the composition of the comparator groups of companies used as the basis for determining the compensation of the directors, the Founder and Executive Chairman of the Board, the President and Chief Executive Officer and other senior executives of the Company;

●

Conducting market research and providing the Committee with data and analysis on compensation practices of companies in comparator groups to allow the Company to align its compensation policy with the market as it applies to the directors, the Founder and Executive Chairman of the Board, the President and Chief Executive Officer and other senior executives; and

●

Reviewing the design of the annual and long-term incentive plans and providing data and analysis on comparator group company practices in this area.

To ensure the quality of services provided to the Committee by external human resources consultants, as well as their independence, the Committee has established the following processes as part of its annual work plan:

●

Once a year or as required, the Committee may request a statement of services from external selected consultants for the purpose of enabling the Committee to pre-approve all services that may be provided by such external consultants;

●

The Committee may request from each external consultant information concerning the consultant’s organizational structure and employees who provide services to the Committee so that the Committee may agree with the external consultant on measures to address any real or perceived conflicts of interest that may arise from the services provided by the external consultant to the Company at the request of management; and

●

The Committee reviews the external consultant independence policy annually to ensure that it continues to meet the Committee’s requirements.


© CGI Inc.		2024 MANAGEMENT PROXY CIRCULAR		18

Executive Compensation Related Fees

The fees of Willis Tower Watson, CGI’s external human resources consultant, for services rendered during the fiscal years ended September 30, 2024 and 2023, are detailed below:


Service retained	Fees billed
Service retained	2024		2023
Advice in relation to executive compensation and the compensation of directors^(a)		$94,682		$46,500
All other fees^(b)		$265,318		$311,500
Total fees billed		$360,000		$358,000

(a)	All fees billed by the human resources consultant for the years ended September 30, 2024 and 2023 were related to annually recurring work for the Committee.

(b)	The other fees billed by the human resources consultant for the years ended September 30, 2024 and 2023 were mainly in relation to investment matters and a global data survey agreement.

Composition of Comparator Groups

To determine appropriate compensation levels, the Named Executive Officers’ positions are compared with similar positions within a comparator group made up of leading companies in a number of industries. These companies include information technology consulting firms and companies similar to CGI in terms of size, and operational and managerial complexity. With 84.9% of its 2024 revenues generated outside Canada and constant international expansion, CGI must offer competitive compensation in each of the challenging markets in which it operates in order to recruit and retain high-performing executives. Generally, the Company’s major competitors are based either in the U.S., Europe or in the Asia Pacific region and they compete against CGI both in Canada and internationally. In response to this market reality, for the year ended September 30, 2024, the compensation of Named Executive Officers based in the U.S. and Canada is compared to market information from competitors based in the U.S. and Canada, while the compensation of Named Executive Officers based in France is compared to market information from competitors based in France. The Committee reviews the composition of the comparator groups annually and no changes were made to the comparator groups in fiscal 2024.

The selection criteria used to determine the companies included in the comparator groups are the following:

●

Autonomous and publicly-traded companies;

●

Large number of employees;

●

Business and strategic IT consulting, systems integration, managed IT and business process services and intellectual property solution providers;

●

International scope; and

●

Participation in the data bank for the relevant countries maintained by Willis Towers Watson, the Company’s external human resources consultant.

Each company in the following tables meets one or more of the foregoing criteria.

U.S. and Canada Comparator Group: Executives from 12 companies


		Accenture plc		Experian plc
		Booz Allen Hamilton Holding Corporation		Fiserv, Inc.
		CACI International Inc.		Fujitsu Limited
		Capgemini SE		International Business Machines Corporation
		Cognizant Technology Solutions Corporation		Leidos Holdings, Inc.
		DXC Technology Company		Science Applications International Corporation (SAIC)

France Comparator Group: Executives from 12 companies


		Accenture plc		DXC Technology Company
		Atos SE		Experian plc
		Booz Allen Hamilton Holding Corporation		Fiserv, Inc.
		CACI International Inc.		Fujitsu Limited
		Capgemini SE		International Business Machines Corporation
		Cognizant Technology Solutions Corporation		Sopra Steria Group SA

The foregoing comparator groups were used to determine the compensation of the Named Executive Officers for the fiscal year ended September 30, 2024.

Executive Compensation Components

CGI’s total executive compensation is made up of five components: base salary, short-term incentive, long-term incentive, benefits and perquisites. In keeping with the Company’s values, incentive compensation and share ownership are emphasized to ensure that executives’ interests are aligned with CGI’s profitability and growth objectives, which in turn results in increased value for all shareholders under normal market conditions. CGI’s Named Executive Officers do not participate in any defined benefit pension plans.


19		2024 MANAGEMENT PROXY CIRCULAR		© CGI Inc.


Component	Description	Policy Alignment with Comparator Groups
Base Salary	Annual base salary based on each executive’s responsibilities, competencies and contribution to the Company’s success.	Aligned with median base salary offered in the comparator group.
Short-Term Incentive	Annual payout based on the achievement of performance objectives in accordance with the Profit Participation Plan.	Aligned with median short-term incentives of the comparator group when performance objectives are met.
Long-Term Incentive	Grants under the Share Option Plan and/or awards under the Share Unit Plan, as applicable in each case, based on achievement of performance objectives.	Aligned with median total compensation of the comparator group when business objectives are met, or above the median to recognize an executive’s exceptional performance.
Benefits	Group benefits and employer contributions under CGI’s Share Purchase Plan.	Aligned with median benefits of the comparator group.
Perquisites	Principal perquisites include company car and related expenses, relocation costs and medical exams.	Aligned with median perquisites of the comparator group.

Total compensation is aligned with the comparator groups by taking into account the number of years of experience in the role, aligned over time with the median of the total compensation of the comparator group when business objectives are met, while exceptionally allowing for compensation above the median as necessary to recognize an executive’s exceptional and sustained contribution to the Company’s success.

The following table shows for each Named Executive Officer the compensation components as a percentage of their total compensation, at target levels, for the year ended September 30, 2024:


Name and title as at September 30, 2024	Base Salary	Short-Term Incentive	Long-Term Incentive	Benefits and Perquisites
Serge Godin Founder and Executive Chairman of the Board	8.86%	17.72%	73.08%	0.34%

George D. Schindler^(a) President and Chief Executive Officer	12.42%	24.84%	62.10%	0.64%

Steve Perron	26.34%	26.34%	46.11%	1.21%
Executive Vice-President and Chief Financial Officer

François Boulanger^(b) President and Chief Operating Officer	20.22%	22.25%	56.63%	0.90%

Jean-Michel Baticle President and Chief Operating Officer, and President, Western and Southern Europe	23.76%	26.13%	49.60%	0.51%

(a)	Mr. Schindler retired as President and Chief Executive Officer on September 30, 2024, and now acts as a Special Advisor to the Founder and Executive Chairman of the Board. He will continue to serve on the Board of Directors.

(b)	Mr. Boulanger was appointed President and Chief Executive Officer effective October 1, 2024.

Base Salary

The base salaries paid to Named Executive Officers are reviewed every year based on each executive’s scope of responsibilities, competencies and contribution to the Company’s success. The objective of CGI’s compensation policy for base salaries is to align them over time with the median base salary in the relevant comparator group, taking into account the number of years of experience in the role, while allowing for compensation to rise above the median in recognition of a particular executive’s exceptional and sustained contribution to the Company’s success. As part of the methodology used for fiscal 2024, the positions of Named Executive Officers were compared with generic executive positions in the compensation databases for the relevant countries maintained by Willis Towers Watson, the Company’s external human resources consultant. When differences in the level and scope of responsibilities for the comparable generic executive position are observed, the value of the generic position is adjusted to ensure that there is an appropriate basis for comparison.

Short-Term Incentive Plan – Profit Participation Plan

The Named Executive Officers participate in the Profit Participation Plan, a short-term incentive plan that pays an annual cash payout based on achievement of performance objectives as approved at the beginning of the fiscal year by the Board of Directors on the recommendation of the Committee. The Profit Participation Plan is designed to provide CGI’s management and CGI Partners with an incentive to increase the profitability and growth of the Company.

Individual payouts are based on the executive’s profit participation target under the Profit Participation Plan and the achievement of performance objectives. The profit participation target varies as a percentage of base salary depending on the executive’s position and is determined in accordance with the performance factors that are directly linked to the level of achievement of the performance objectives set out in the Company’s annual budget and strategic plan. The Profit Participation Plan provides that the Founder and Executive Chairman of the Board, the Co-Chair of the Board, the President and Chief Executive Officer or the Chief Financial Officer may recommend to the Committee and to the Board of Directors


© CGI Inc.		2024 MANAGEMENT PROXY CIRCULAR		20

to modify payment amounts or propose revised targets based on the overall performance of the Company, an individual’s performance, exceptional market conditions and other factors.

Executive profit participation targets are reviewed annually to ensure they remain aligned with the Company’s compensation policy and continue to be competitive with CGI’s applicable comparator group.

Performance Factors

The performance factors used to determine each Named Executive Officer’s profit participation target in fiscal 2024 were based on two separate measures: profitability and growth. The achievement of profitability and growth objectives determines the performance factors that are applied to calculate the annual payout under the Profit Participation Plan. Such determination may result in a reduction or an increase in the annual payout. In the latter case, the payout may not exceed two times the target. The relative performance of the companies in CGI’s comparator group is not a factor in determining the annual payout being paid under the Profit Participation Plan.

The profitability performance factor is based on the degree of achievement of the net earnings margin excluding specific items. The growth performance factor is based on the achievement of constant currency revenue growth. Both factors are approved by the Board of Directors as part of the Company’s annual budget and strategic plan approval.

Only items that are the result of actual management operation activities are taken into account in the calculation of performance factors for compensation purposes. The performance factors are prorated between target levels.

The profitability performance factor and growth performance factor are established by determining the actual level of achievement of the budgeted profitability and growth objectives which correspond to a pre-determined numerical performance factor. The pre-determined numerical factors for Named Executive Officers are set out in the table below:


Profitability		Growth
Net earnings margin excluding specific items^(a)	Profitability Performance Factor	Constant currency revenue growth^(a)	Growth Performance Factor
Budgeted margin objectives on a scale of five levels	0	Budgeted revenue objectives on a scale of five levels	0
	0.25		2.00
	0.50		3.00
	1.00		3.50
	1.25		4.00

(a)

Net earnings excluding specific items is a non-generally accepted accounting principle (“non-GAAP”) measure of net earnings, excluding acquisition-related and integration costs and a cost optimization program. Constant currency revenue growth is a non-GAAP measure of revenue growth before foreign currency translation impacts. Management believes these measures are useful for executive compensation purposes as they best reflect the Company’s performance and allow for better comparability from period to period. These measures do not have any standardized meaning under International Financial Reporting Standards (“IFRS”) Accounting Standards as issued by the International Accounting Standards Board (“IASB”) and may not be comparable to similar measures used by other companies. A reconciliation of the net earnings excluding specific items to its closest IFRS Accounting Standards measure and a reconciliation of constant currency revenue growth to its closest IFRS Accounting Standards measure can be found on pages 20 and 28, respectively of the Company’s Management’s Discussion and Analysis for the years ended September 30, 2024 and 2023, which is available on the Canadian Securities Administrators’ website at www.sedarplus.ca.

Once the profitability performance factor and the growth performance factor are established, the following formula is used to determine the payout under the Profit Participation Plan:

PROFIT

PARTICIPATION

TARGET

50%

PROFITABILITY

PERFORMANCE

FACTOR

GROWTH

PERFORMANCE

FACTOR

The effect of the formula is to place importance on achieving both the growth and the profitability objectives. If the minimum threshold for either profitability or growth is not met, there is no annual payout under the Profit Participation Plan.

The profit participation targets of each of the Named Executive Officers were based on the formula above as it pertains solely to the overall Company performance.

CGI does not disclose specific profitability and growth objectives because it considers that the information would place it at a significant competitive disadvantage if the objectives became known. Disclosing the specific performance objectives that are set as part of the Company’s annual budget and strategic planning process would expose CGI to serious prejudice and negatively impact its competitive advantage. For example, to the extent that the Company’s performance objectives became known, its ability to negotiate accretive business agreements could be significantly impaired, putting incremental pressure on its profit margins. In addition, CGI believes that disclosing performance objectives would be inconsistent with CGI’s policy of not providing guidance to the market and limiting the disclosure of forward-looking information.


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The Founder and Executive Chairman of the Board, the Co-Chair of the Board, the President and Chief Executive Officer and the Chief Financial Officer may from time to time exercise their discretion to recommend to the Committee and the Board of Directors that incentive compensation under the Profit Participation Plan be adjusted in order to ensure that actual profit participation be equitable and balance the interests of each of the Company’s stakeholders based on the overall performance of the Company and exceptional market conditions.

For fiscal 2024, the profit participation targets and payouts received by the Named Executive Officers under the Profit Participation Plan are as follows:


Name and title as at September 30, 2024	Annual profit participation target	Annual profit participation payout
Serge Godin Founder and Executive Chairman of the Board	$2,602,000	$1,626,250

George D. Schindler^(a)(c) President and Chief Executive Officer	$3,882,784	$2,426,741

Steve Perron Executive Vice-President and Chief Financial Officer	$615,000	$384,375

François Boulanger^(b) President and Chief Operating Officer	$1,045,000	$653,125

Jean-Michel Baticle^(d) President and Chief Operating Officer, and President, Western and Southern Europe	$1,087,222	$679,514

(a)	Mr. Schindler retired as President and Chief Executive Officer on September 30, 2024, and now acts as a Special Advisor to the Founder and Executive Chairman of the Board. He will continue to serve on the Board of Directors.

(b)	Mr. Boulanger was appointed President and Chief Executive Officer effective October 1, 2024.

(c)

Mr. Schindler is paid in U.S. dollars. The amounts shown are in Canadian dollars converted on the basis of the average exchange rate used in the Company’s Annual Audited Consolidated Financial Statements which was CAD1.3609 for each U.S. dollar in fiscal 2024. Please refer to the disclosure concerning the foreign exchange rates used for financial reporting purposes on page 18 of the Management’s Discussion and Analysis for the years ended September 30, 2024 and 2023.

(d)

Mr. Baticle is paid in euros. The amounts shown are in Canadian dollars converted on the basis of the average exchange rate used in the Company’s Annual Audited Consolidated Financial Statements which was CAD1.4752 for each euro in fiscal 2024. Please refer to the disclosure concerning the foreign exchange rates used for financial reporting purposes on page 18 of the Management’s Discussion and Analysis for the fiscal years ended September 30, 2024 and 2023.

Long-Term Incentive Plans

CGI’s long-term incentive plans are designed to ensure that executives’ interests are closely aligned with those of all shareholders and include the Share Option Plan for Employees, Officers and Directors of CGI Inc. and its Subsidiaries (the “Share Option Plan”) and the Share Unit Plan for Designated Leaders of CGI Inc. and its Subsidiaries (the “Share Unit Plan”). In line with practices among certain of the Company’s comparator groups, the Company’s current compensation practice is to grant, on a case-by-case basis, PSUs awarded under the Share Unit Plan as the long-term incentive component of certain of its senior executives’ compensation. As a result, for fiscal 2024, Named Executive Officers’ target long-term incentive compensation was composed solely of PSUs awarded under the Share Unit Plan.

Share Option Plan

The Share Option Plan is designed to ensure that executives’ interests are closely aligned with those of all shareholders. The Company’s practice is to apply performance vesting conditions for all stock options granted under the Share Option Plan. The percentage of stock options that become eligible to vest is based on the degree of achievement of profitability and growth objectives determined following the completion of the fiscal year and subject to adjustment in accordance with the Share Option Plan. Stock options that do not become eligible to vest are forfeited and cancelled.

Stock options that have become eligible to vest then typically vest on a time basis as follows: one-quarter when the fiscal year results are approved, one quarter on the second anniversary of the grant, one-quarter on the third anniversary of the grant, and the final quarter on the fourth anniversary of the grant. For fiscal 2024, Named Executive Officers’ target long-term incentive compensation did not include any awards under the Share Option Plan. For fiscal 2024, no stock options were granted under the Share Option Plan.

See the heading Key Features of CGI’s Long-Term Incentive Plans later in this document for a summary of the features of the Share Option Plan.

Share Unit Plan

Both PSUs and Restricted Share Units (“RSUs”) can be issued under the Share Unit Plan.

Each PSU entitles the holder to receive one Class A Share subject to the achievement of performance and time vesting conditions and to the terms and conditions set out in the Share Unit Plan.

PSUs have performance conditions that are determined by the Board of Directors at the time of each grant. CGI’s annual long-term incentive awards of PSUs are made at the beginning of the fiscal year. The percentage of PSUs that become eligible to vest is based on the degree of achievement of profitability and growth objectives determined following the


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completion of the fiscal year and subject to adjustment in accordance with the Share Unit Plan. Both objectives are approved by the Board of Directors concurrently with the Company’s annual budget and strategic plan approval.

PSUs that become eligible to vest then vest on a time basis. PSUs that do not become eligible to vest under the Share Unit Plan are forfeited and cancelled.

Each RSU entitles the holder to receive one Class A Share subject to time vesting conditions and to the terms and conditions set out in the Share Unit Plan. RSUs are not subject to performance conditions. For fiscal 2024, no RSUs were granted under the Share Unit Plan.

PSUs and RSUs are settled with Class A Shares purchased in the open market by the plan trustees with funds provided by CGI.

See the heading Key Features of CGI’s Long-Term Incentive Plans later in this document for a summary of the features of the Share Unit Plan.

Award Date Fair Value

The accounting fair value of PSUs was determined in accordance with IFRS 2 as the market value of the underlying Class A Shares on the award date. The stock-based compensation cost related to PSUs recorded in costs of services, selling and administrative expenses takes into account the actual result of the performance-based vesting and amortizes the resulting net PSU value over the four-year period. Since fiscal 2018, the Company has used the accounting fair value of PSUs as the award date fair value for compensation purposes in order to align the earned compensation with performance results.

Performance Factors and Vesting Conditions

The performance factors used to determine the number of stock options or PSUs that will vest under CGI’s long-term incentive plans are based on two separate measures: profitability and growth. The achievement of profitability and growth objectives determines the performance factors that are applied to calculate the number of PSUs or stock options that vest under CGI’s long-term incentive plans. The total percentage of PSUs or stock options eligible to vest is capped at 100%.

The profitability performance factor is based on the degree of achievement of the net earnings margin excluding specific items. The growth performance factor is based on the degree of achievement of constant currency revenue growth. Both factors are approved by the Board of Directors concurrently with the Company’s annual budget and strategic plan approval. If the minimum threshold for profitability is not met, no PSUs or stock options become eligible to vest under the long-term incentive plans. The relative performance of the companies in CGI’s comparator groups is not a factor in determining the number of PSUs or stock options that will vest under CGI’s long-term incentive plans.

Only items that are the result of actual management operation activities are taken into account in the calculation of vesting conditions for compensation purposes. The performance factors are prorated between target levels.


Profitability		Growth
Net earnings margin excluding specific items^(a)	Profitability Performance Factor	Constant currency revenue growth^(a)	Growth Performance Factor
Budgeted margin objectives on a scale of five levels	0	Budgeted revenue objectives on a scale of five levels	0
	0.25		0.25
	0.50		0.75
	1.00		1.00
	1.25		1.25

(a)

Net earnings excluding specific items is a non-GAAP measure of net earnings, excluding acquisition-related and integration costs and a cost optimization program. Constant currency revenue growth is a non-GAAP measure of revenue growth before foreign currency translation impacts. Management believes these measures are useful for executive compensation purposes as they best reflect the Company’s performance and allow for better comparability from period to period. These measures do not have any standardized meaning under IFRS Accounting Standards as issued by IASB and may not be comparable to similar measures used by other companies. A reconciliation of the net earnings excluding specific items to its closest IFRS Accounting Standards measure and a reconciliation of constant currency revenue growth to its closest IFRS Accounting Standards measure can be found on pages 20 and 28, respectively of the Company’s Management’s Discussion and Analysis for the years ended September 30, 2024 and 2023, which is available on the Canadian Securities Administrators’ website at www.sedarplus.ca.


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Once the profitability performance factor and growth performance factor are established, the following formula is used to determine the proportion of performance-based vesting under CGI’s long-term incentive plans.

50%

OF GRANT

PROFITABILITY

PERFORMANCE

FACTOR

50%

OF GRANT

GROWTH

PERFORMANCE

FACTOR

Long Term Incentive Plan Awards in Fiscal 2024

For fiscal 2024, an aggregate of 194,639 PSUs were awarded to the Named Executive Officers under the Share Unit Plan as part of their fiscal 2024 target compensation. The number of PSUs awarded was determined based on the long-term compensation value required to align the Named Executive Officer’s total compensation with the Company’s compensation policy. No stock options and no RSUs were granted to the Named Executive Officers as part of their fiscal 2024 target compensation. The details of these awards are shown in the Summary Compensation Table later in this document.

Based on the degree of achievement of profitability and growth objectives in fiscal 2024, 62.5% of PSUs awarded to Messrs. Godin, Schindler, Perron, Boulanger and Baticle, in respect of the long-term incentive awards for fiscal 2024, became eligible to vest. PSUs granted in fiscal 2024 under the Share Unit Plan that are eligible to vest will vest on the fourth anniversary of the award.

A table showing all outstanding unvested PSU awards held as at September 30, 2024, by the Named Executive Officers as well as the market value of such unvested PSU as of such date is provided in Appendix A.

Total At Risk Compensation and Actual Payouts

A significant portion of the Named Executive Officers’ compensation, namely payments under the Profit Participation Plan and PSU awards under the Share Unit Plan, is performance-based and therefore “at risk”. The percentage of total compensation of the Named Executive Officers that was “at risk” in fiscal 2024 ranged from 72.0% to 91.0%.

The achievement of the performance factors under the Profit Participation Plan and the performance vesting conditions under the Share Option Plan and Share Unit Plan also present a meaningful challenge for the Company’s senior executives and management team because the Company consistently sets ambitious goals as part of its annual budget and strategic planning process. This is evidenced by the fact that the aggregate payout to the reported Named Executive Officers for fiscal 2024, 2023 and 2022 that was “at risk”, or subject to the achievement of performance factors or performance vesting conditions, can vary significantly and was respectively 62.50%, 92.97% and 108.14% of the target “at risk” compensation.

The table below shows the portion of the total compensation “at risk” as well as the portion of that “at risk” compensation that was actually paid out to the Named Executive Officers for the 2024 fiscal year.


Name and title as at September 30, 2024	Percentage of total target compensation “at risk”^(a)	Percentage payout of “at risk” compensation^(b)
Serge Godin Founder and Executive Chairman of the Board	90.80%	62.50%

George D. Schindler^(c) President and Chief Executive Officer	86.94%	62.50%

Steve Perron Executive Vice-President and Chief Financial Officer	72.45%	62.50%

François Boulanger^(d) President and Chief Operating Officer	78.88%	62.50%

Jean-Michel Baticle President and Chief Operating Officer, and President, Western and Southern Europe	75.73%	62.50%

(a)	This column shows the proportion of the Named Executive Officer’s total target compensation for fiscal 2024 that was “at risk” composed of the annual target payout under the Profit Participation Plan and awards under the Share Unit Plan.

(b)	This column shows the proportion of the Named Executive Officer’s total target compensation “at risk” that was actually paid out in fiscal 2024.


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(c)	Mr. Schindler retired as President and Chief Executive Officer on September 30, 2024, and now acts as a Special Advisor to the Founder and Executive Chairman of the Board. He will continue to serve on the Board of Directors.

(d)	Mr. Boulanger was appointed President and Chief Executive Officer effective October 1, 2024.

The Committee is responsible for ensuring that CGI’s executive compensation policies do not expose the Company to significant risks such as providing incentives for senior executives to engage in business strategies that could yield compensation for the executives, while negatively impacting the interests of the Company.

The Committee considers that the Company’s executive compensation policies, including those that relate to the portion of compensation for which the achievement of performance measures apply, do not expose the Company to significant risks. The short-term and long-term incentive performance-based compensation components require that the Company’s profitability and growth objectives be met. Business strategies that impair the Company’s profitability or growth, whether in the short or long-term, will not result in payouts to senior executives or management.

As per applicable securities regulation, all of the Company’s senior executives and directors are required to prepare and file reports disclosing their trading activities in the Company’s securities and the Company prepares and files the reports on their behalf. The Company therefore monitors all securities transactions by its senior executives and directors and also requires that they pre-clear their transactions with the Company.

Incentive Plan Awards – Value Vested or Earned During the Year

The table below shows the value of option grants (referred to as option-based awards) and PSU awards (referred to as share-based awards) made to the Named Executive Officers that vested in fiscal 2024 as well as the value of non-equity incentive plan compensation earned by the Named Executive Officers in fiscal 2024.


Name	Option-based awards – Value vested during the year ($)	Share-based awards – Value vested during the year^(a) ($)	Non-equity incentive plan compensation – Value earned during the year^(b) ($)
Serge Godin Founder and Executive Chairman of the Board	—	$6,068,379	$1,626,250

George D. Schindler^(c) President and Chief Executive Officer	—	$4,785,587	$2,426,741

Steve Perron Executive Vice-President and Chief Financial Officer	—	$91,172	$384,375

François Boulanger President and Chief Operating Officer	—	$1,257,133	$653,125

Jean-Michel Baticle^(d) President and Chief Operating Officer, and President, Western and Southern Europe	—	$738,482	$679,514

(a)

With respect to the Named Executive Officers, the share-based awards that vested during fiscal 2024 were PSUs awarded to Messrs. Godin, Schindler, Perron, Boulanger and Baticle for fiscal 2020 that fully vested. In fiscal 2024, such PSUs that are eligible to vest fully vested on October 1, 2023. In accordance with the Share Unit Plan, any earned but unvested PSUs held by Mr. Schindler as of September 30, 2024, will vest automatically on the effective date of termination of his role as Special Advisor to the Founder and Executive Chairman of the Board.

(b)	This column shows the value of the annual payouts under the Profit Participation Plan received by the Named Executive Officers in respect of fiscal 2024.

(c)

(d)


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Performance Graph

The Class A Shares are listed for trading on the TSX under the symbol GIB.A and on the NYSE under the symbol GIB. The following graph compares the annual variations in the cumulative total shareholder return on the Class A Shares with the cumulative total shareholder return of the S&P/TSX and the S&P 500 stock indexes for the past six fiscal years of the Company.

Value of $100 invested on September 30, 2019

LOGO

Cumulative Total Shareholder Return


	September 30, 2019	September 30, 2020	September 30, 2021	September 30, 2022	September 30, 2023	September 30, 2024
CGI	100.00	86.27	102.70	99.26	127.80	148.55
S&P/TSX	100.00	96.77	120.48	110.72	117.30	144.07
S&P 500	100.00	112.98	144.71	120.45	144.05	193.58

CGI’s executive compensation policy emphasizes incentive compensation linked to the success of the Company to ensure that the financial interests of the Company’s executives are closely aligned with those of shareholders. CGI’s management team, including the Named Executive Officers, are compensated on the basis of metrics that the Company considers to be fundamental, namely the Company’s growth and profitability.

Since 1986, the year the Company became publicly listed, the price of CGI’s Class A Shares has increased on average by approximately 17% per year. Over the five-year period between October 1, 2019 and September 30, 2024, the price of the Company’s shares increased by more than 48.5% and the cumulative total shareholder return outperformed the S&P/TSX by 4.5%.


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The following graph illustrates the relationship between the total compensation paid to the Company’s reported Named Executive Officers and cumulative total shareholder return over the period between October 1, 2019, and September 30, 2024.

Comparison of Total Compensation and Cumulative Total Shareholder Return

LOGO

The chart demonstrates the relationship between cumulative total shareholder return (as calculated on the performance graph earlier in this document) and the total compensation of the Named Executive Officers. Cumulative total shareholder return has generally increased significantly during the period from fiscal 2019 to fiscal 2024, and total compensation has generally decreased or increased moderately over the same period. As a result, the total compensation as a proportion of cumulative total shareholder return has in aggregate generally decreased over the same period as the total compensation of the Named Executive Officers is linked to the performance of the Company but not directly to shareholder return.

Defined Contribution Pension Plan and Deferred Compensation Plan

Defined Contribution Pension Plan

In fiscal 2024, Mr. George D. Schindler participated in a U.S. 401(k) Plan that is a benefit available to eligible U.S.-based CGI Partners. The following table sets out the amount contributed to the plan by the Company as well as the accumulated value of the plan at the beginning and the end of the Company’s fiscal year.

Name and title as at September 30, 2024

Accumulated value at start of

year^(a)

Compensatory^(a)

Accumulated value

at year-end^(a)

George D. Schindler^(b)

President and Chief Executive Officer

$1,914,411

$8,165

$2,451,063

(a)

The amount shown is in Canadian dollars converted on the basis of the average exchange rate used in the Company’s Annual Audited Consolidated Financial Statements which was CAD1.3609 for each U.S. dollar in fiscal 2024. Please refer to the disclosure concerning the foreign exchange rates used for financial reporting purposes on page 18 of the Management’s Discussion and Analysis for the years ended September 30, 2024 and 2023.

(b)

Mr. Schindler retired as President and Chief Executive Officer on September 30, 2024, and now acts as a Special Advisor to the Founder and Executive Chairman of the Board. He will continue to serve on the Board of Directors.

Deferred Compensation Plan

In fiscal 2024, Mr. George D. Schindler had the opportunity to participate in CGI’s Non-Qualified Deferred Compensation Plan which allows participants to defer annually between 5% and 75% of their base salary, and between 5% and 90% of his awards under the Profit Participation Plan. Mr. Schindler participated in the plan during the first quarter of fiscal 2024


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only. The plan allows participants to withdraw amounts during employment and to elect, upon retirement, to receive either a lump sum payment, or instalment payments for a period of up to ten years. Decisions concerning withdrawals may be made each year at the time that the participant determines the amount of compensation to be deferred for the year. The plan offers an array of mutual funds for investment from which the plan participant may choose. Participants may change their investment directions from time to time during the plan year. The mutual fund investments are subject to market gains and losses.

Compensation of Named Executive Officers

The Summary Compensation Table that follows shows detailed information on total compensation in the form provided for by securities regulation, respectively, for Messrs. Serge Godin, George D. Schindler, Steve Perron, François Boulanger and Jean-Michel Baticle for services rendered during the fiscal years ended September 30, 2024, 2023 and 2022.

The content of the table can result in an overstatement of the compensation awarded to CGI’s Named Executive Officers. The overstatement arises because securities regulation requires that for PSU awards (referred to as share-based awards), the amount of compensation shown must be the grant date fair value. In the case of CGI’s compensation policies, all long-term incentive compensation is subject to performance vesting conditions. As a portion of PSUs awarded for fiscal 2024 generally failed to become eligible to vest as a result of the degree of achievement of performance objectives, such portion of PSUs awarded has been forfeited and cancelled. Therefore, the total compensation amount shown in this table overstates the true total compensation received by the Company’s Named Executive Officers.

Summary Compensation Table


Name and Principal Position as at September 30, 2024	Year	Salary ($)	Share- based awards (if all budgeted objectives are met)^(a) ($)	Option- based awards ($)	Non-equity incentive plan compensation Annual incentive plans^(b) ($)	Pension value ($)	All other compen- sation^(c) ($)	Total Compen- sation ($)
Serge Godin Founder and Executive Chairman of the Board	2024	1,301,000	10,733,199	–	1,626,250	–	49,831	13,710,280
	2023	1,301,000	10,733,293	–	1,211,700	–	50,290	13,296,282
	2022	1,302,138	9,000,657	–	3,382,600	–	115,122	13,800,517

George D. Schindler^(d) President and Chief Executive Officer	2024	1,921,418	9,706,991	–	2,426,741	8,165	99,243	14,162,558
	2023	1,864,343	9,336,016	–	3,126,648	8,091	97,348	14,432,446
	2022	1,687,592	7,615,065	–	4,232,653	5,111	87,542	13,627,963

Steve Perron Executive Vice-President and Chief Financial Officer	2024	572,539	1,076,249	–	384,375	–	30,428	2,063,591
	2023	497,615	750,042	–	334,900	–	22,677	1,605,234
	2022	373,341	181,885	–	160,000	–	20,370	735,596

François Boulanger President and Chief Operating Officer	2024	939,846	2,660,052	–	653,125	–	42,954	4,295,977
	2023	920,528	2,582,987	–	849,600	–	40,043	4,393,158
	2022	819,461	2,158,148	–	1,173,000	–	38,092	4,188,701

Jean-Michel Baticle^(e) President and Chief Operating Officer, and President, Western and Southern Europe	2024	978,549	2,063,539	–	679,514	–	21,202	3,742,804
	2023	935,912	1,901,944	–	861,946	–	16,593	3,716,394
	2022	871,498	1,598,895	–	1,246,381	–	14,101	3,730,875

(a)

In fiscal 2024, 2023 and 2022, the award date fair value used for determining the number of PSUs awarded to the Named Executive Officers as a component of their total compensation was established using the accounting fair value, resulting in an award date fair value of $134.38, $102.83 and $107.59, respectively. In addition, PSUs awarded to the Named Executive Officers residing in Québec are taxed at a rate of 53.31%.

(b)	This column shows the value received by the Named Executive Officers under the Profit Participation Plan as part of the short-term incentive plan of the Company.

(c)

This amount includes the Company’s contribution under CGI’s Share Purchase Plan, the contribution towards health insurance benefits and related insurance coverage, but excludes the value of perquisites and other personal benefits which in the aggregate was less than $50,000 or 10% of the aggregate salary and bonus under the Profit Participation Plan for the particular fiscal year and which is therefore not required to be disclosed.


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(d)

Mr. Schindler is paid in U.S. dollars. The amounts shown are in Canadian dollars converted on the basis of the average exchange rate used in the Company’s Annual Audited Consolidated Financial Statements, which was CAD1.3609, CAD1.3485 and CAD1.2777 for each U.S. dollar in fiscal 2024, 2023 and 2022, respectively. Please refer to the disclosure concerning the foreign exchange rates used for financial reporting purposes on page 18 of the Management’s Discussion and Analysis for the years ended September 30, 2024 and 2023, and on page 17 of the Management’s Discussion and Analysis for the fiscal years ended September 30, 2023 and 2022.

(e)

Mr. Baticle is paid in euros. The amounts shown are in Canadian dollars converted on the basis of the average exchange rate used in the Company’s Annual Audited Consolidated Financial Statements which was CAD1.4752, CAD1.4399 and CAD1.3833 for each euro in fiscal 2024, 2023 and 2022, respectively. Please refer to the disclosure concerning the foreign exchange rates used for financial reporting purposes on page 18 of the Management’s Discussion and Analysis for the fiscal years ended September 30, 2024 and 2023, and on page 17 of the Management’s Discussion and Analysis for the fiscal years ended September 30, 2023 and 2022.

Key Features of CGI’s Long-Term Incentive Plans

Share Option Plan

The Share Option Plan is governed by the Board of Directors. The Committee makes recommendations to the Board of Directors in relation to the Share Option Plan and to grants of stock options, and is responsible for overseeing its administration. The Board of Directors has the ultimate and sole power and authority to grant stock options under the Share Option Plan and to interpret the terms and conditions of stock options that have been granted. The Board of Directors grants stock options by identifying the CGI Partners, directors, and officers of eligible CGI entities who are to receive stock options, including the number of stock options, the subscription price, the stock option period and the vesting conditions. The determinations, designations, decisions and interpretations of the Board of Directors are binding and final. Management of the Company looks after the day-to-day administration of the Share Option Plan. The total number of Class A Shares authorized to be issued under the Share Option Plan is 53,600,000, being 23.52% of the issued and outstanding Class A Shares and Class B Shares as at September 30, 2024. As at September 30, 2024, 3,862,527 stock options were outstanding under the Share Option Plan, representing approximately 1.69% of the issued and outstanding Class A Shares and Class B Shares, 3,699,805 of which were vested as of September 30, 2024. As at such date, a total of 15,368,084 stock options remained issuable under the Share Option Plan, representing approximately 6.74% of the issued and outstanding Class A Shares and Class B Shares.

The maximum number of stock options that may be issued in the aggregate to any single individual under the Share Option Plan cannot exceed 5% of the total number of Class A Shares and Class B Shares issued and outstanding at the time of the grant. The number of Class A Shares issuable to insiders in the aggregate, at any time, pursuant to the Share Option Plan and any other securities-based compensation arrangement cannot exceed 10% of the Class A Shares and Class B Shares issued and outstanding. The number of Class A Shares issued to insiders within any one-year period pursuant to the Share Option Plan and any other securities-based compensation arrangement cannot exceed 10% of the Class A Shares and Class B Shares issued and outstanding.

For fiscal 2024, no stock options were granted under the Share Option Plan. The following table discloses the burn rate for each of the three most recently completed fiscal years for the Share Option Plan of the Company:

Under the Share Option Plan, the Board of Directors may at any time amend, suspend or terminate the Share Option Plan, in whole or in part, subject to obtaining any required approval from the TSX, the Company’s shareholders or other regulatory authorities. For more information concerning the rules to amend the Share Option Plan, please refer to the heading Amendments to Share Option Plan later in this document. Stock options may not be assigned, pledged or otherwise encumbered other than by will or in accordance with the laws relating to successions.

Under the Share Option Plan, the Board of Directors, on the recommendation of the Committee, may grant to eligible participants stock options to purchase Class A Shares. The exercise price of the stock options granted is determined by the Board of Directors and cannot be lower than the closing price of the Class A Shares on the TSX on the trading day immediately preceding the day on which the stock options are granted. The Board of Directors also determines the applicable stock option period and vesting rules.

CGI Partners, officers, and directors of the Company may receive stock options under the Share Option Plan. The Board of Directors made the decision to cease granting stock options to outside directors effective October 1, 2015.

Stock options that have been granted under the Share Option Plan cease to be exercisable and all rights under those stock options lapse upon the expiry of their term, which cannot exceed ten years from their date of grant.

Upon resignation or termination, stock options that have not vested are forfeited and cancelled, and vested stock options must be exercised during a 90-day period following termination or resignation.


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Our retiring CGI Partners who meet the eligibility criteria set out in the Share Option Plan, directors who leave the Board of Directors and the estates of deceased stock option holders benefit from the automatic vesting of stock options that have become eligible to vest in accordance with performance vesting rules, but that have yet to vest due to time-based vesting. Those stock options must be exercised within 90 days in the case of retirement or 180 days if the stock option holder dies, subject to the extension of the exercise periods explained in more detail below. The Board of Directors, on the recommendation of the Committee, has the discretion to vary these periods and to accelerate the vesting period, provided that the maximum term for any stock option is ten years from the time it is granted.

The Company does not provide any financial assistance to participants under the Share Option Plan.

Blackout Periods

In keeping with CGI’s Insider Trading and Blackout Periods Policy, stock options may not be exercised by insiders when a trading blackout period is in effect. If the date on which a stock option expires occurs during a blackout period or within ten business days after the last day of a blackout period, the date of expiry of the stock option will be the tenth business day following the termination of the blackout period.

Extensions for Length of Service

Our retiring CGI Partners who meet the eligibility criteria set out in the Share Option Plan, directors and officers, as well as the estates of deceased stock option holders earn one day of extension for every three days of service to the Company, up to a maximum extension period of three years. The extension period is earned pro-rata day by day during the stock option holder’s service to the Company. The extension period for length of service cannot extend the life of a stock option beyond the period of time determined by the Board of Directors as the stock option term and, which may not exceed ten years from the date of grant.

Amendments to Share Option Plan

The Board of Directors, on the recommendation of the Committee, may amend, suspend or terminate the Share Option Plan, or amend any term of an issued and outstanding stock option provided that no amendment, suspension or termination may be made without:

●

obtaining approval of the shareholders of the Company, except when approval is not required under the terms of the Share Option Plan, as explained in more detail below;

●

obtaining any required approval of any applicable regulatory authority or stock exchange; and

●

in the case of issued and outstanding stock options, obtaining the consent or, subject to regulatory approval, the deemed consent of the concerned optionee in the event that the amendment materially prejudices the optionee’s rights.

Shareholder approval is not required with respect to the following amendments, in as much as the amendment is in accordance with applicable regulatory requirements:

●

changing the eligibility for, and limitations on, participation in the Share Option Plan;

●

modifying the periods during which stock options may be exercised, subject to (i) the stock option period terminating on or before the tenth anniversary of the date of the grant of the stock option and subject to the effect of blackout periods, and (ii) a maximum stock option exercise period extension of three years;

●

changing the terms on which stock options may be granted and exercised including, without limitation, the provisions relating to the price at which shares may be purchased under the Share Option Plan, to the extent that the subscription price is not reduced, vesting, expiry, assignment and the adjustments to be made in the event of certain changes such as stock splits that affect all shareholders;

●

making amendments that are necessary to comply with applicable law or the requirements of any applicable regulatory authority or stock exchange;

●

correcting or rectifying any ambiguity, defective provision, error or omission in the Share Option Plan; and

●

changing the provisions of the Share Option Plan that relate to its administration.

Finally, any amendment that would reduce the subscription price of an issued and outstanding stock option, lead to a significant or unreasonable dilution of the issued and outstanding shares, extend the expiry date of stock options held by insiders beyond the exercise periods contemplated under the Share Option Plan, or provide additional material benefits to insiders of the Company, requires shareholder approval.

Equity Compensation Plan Information as at September 30, 2024

The following table shows the total number of shares to be issued upon the exercise of outstanding stock options under all of CGI’s equity-based compensation plans, their weighted average exercise price, and the number of shares available for future issuance.


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Plan Category	Number of Class A Shares to be issued upon the exercise of outstanding stock options (#)	Weighted average exercise price of outstanding stock options ($)	Number of Class A Shares remaining available for future issuance under equity compensation plans (excluding shares issuable under outstanding stock options) (#)
Equity compensation plans approved by shareholders	3,862,527	74.53	15,368,084
Equity compensation plans not approved by shareholders	-	-	-
Total	3,862,527	74.53	15,368,084

Share Unit Plan

The Share Unit Plan is governed by the Board of Directors and the Committee may make recommendations to the Board of Directors in relation to the Share Unit Plan and to awards of PSUs and RSUs. The Board of Directors has the ultimate and sole power and authority to award PSUs and RSUs under the Share Unit Plan and to interpret the terms and conditions of PSUs and RSUs that have been awarded.

Under the Share Unit Plan, the Board of Directors may at any time amend, suspend or terminate the Share Unit Plan, in whole or in part, or amend any term of any issued and outstanding awards including the earning, vesting and expiry of an outstanding award. PSUs and RSUs may not be assigned, pledged or otherwise encumbered other than by will or in accordance with the laws relating to successions.

Under the Share Unit Plan, the Board of Directors may award PSUs and RSUs to executives and to other eligible participants. Each PSU or RSU entitles the participant to receive one Class A Share, subject to time vesting conditions and, as applicable in respect of PSUs only, the achievement of performance objectives.

Following an award of PSUs or RSUs, the applicable plan trustee purchases in the open market the shares required to fulfill its delivery obligations on settlement. The applicable plan trustee holds the shares in trust for the purposes of the Share Unit Plan.

Subject to trading blackout periods, PSUs and RSUs are settled within 30 days of vesting. On the settlement date, participants receive from the applicable plan trustee a number of Class A Shares equal to the number of PSUs or RSUs that have vested, less any Class A Shares withheld to satisfy tax obligations. Participants under the Share Unit Plan may elect to defer the settlement of PSUs or RSUs to a later date, which cannot be later than the expiry date of the PSUs or RSUs.

Upon resignation or termination, PSUs and RSUs that have not vested (including, for greater certainty, any earned or unearned PSUs) expire and are forfeited and cancelled. PSUs and RSUs that have vested are settled in accordance with the Share Unit Plan.

Participants who retire and meet the eligibility criteria set out in the Share Unit Plan, and the estates of deceased participants, benefit from the automatic vesting of RSUs and automatic vesting of PSUs that have become eligible to vest in accordance with performance vesting conditions, but that have yet to vest due to time-based vesting. Those PSUs and RSUs are settled in accordance with the Share Unit Plan.

PSUs and RSUs expire on the business day preceding December 30 of the third calendar year following the end of the fiscal year during which the PSU or RSU award is made. On the expiry date, all remaining PSUs in the participant’s account that are eligible to vest but that have not yet vested, and all remaining RSUs, are automatically vested and settled.

In accordance with the terms of the Share Unit Plan, participants as of the record date set for which cash dividends are paid on Class A Shares shall, unless otherwise determined by the Board of Directors, receive, on such dividend payment date, dividend equivalents in the form of additional PSUs and/or RSUs (including fractional PSUs and/or RSUs) (“Dividend Equivalents”). The Dividend Equivalents are subject to the same conditions as the underlying PSUs and/or RSUs with respect to the which the Dividends Equivalents were credited, including, without limitation, any vesting conditions set forth in the applicable the Share Unit Plan and the provisions governing the time and form of settlement applicable to the underlying PSUs and/or RSUs. For fiscal 2024, no Dividend Equivalents were granted under the Share Unit Plan.

The Company does not provide any financial assistance to participants under the Share Unit Plan.

Blackout Periods

In keeping with CGI’s Insider Trading and Blackout Periods Policy, there cannot be any settlement of PSUs or RSUs under the Share Unit Plan when a trading blackout period is in effect. If the date of settlement of a PSU or RSU falls during a blackout period, such date will be postponed until the first business day following the termination of the blackout period or the expiry of any regulatory notice period, as applicable.


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Termination Benefits

The Named Executive Officers do not benefit from special contractual rights upon employment termination. They are therefore entitled to the same rights as those available to all our CGI Partners under the laws applicable to their employment. The provisions that apply to termination of employment under the Share Option Plan and under the Share Unit Plan apply in the same way to all participants under those plans and they are described above under the headings Share Option Plan and Share Unit Plan.

Compensation of Directors

Board of Directors and Standing Committee Fees

For fiscal 2024, Ms. Julie Godin and Messrs. Serge Godin, André Imbeau, and George D. Schindler were not compensated for their role as directors of the Company.

The compensation paid to the outside directors consists of a flat fee structure. The following table sets out the elements of the compensation paid to outside directors for the year ended September 30, 2024:


Component		Amount
Board Retainer (includes membership in Committees)		$ 225,000
Lead Director		$ 65,000
Committee Chair Retainer		$ 35,000

Directors must receive at least half of their Board retainer in DSUs, subject to the exceptions listed below. The remaining half of the Board retainer and the other retainers may also be payable in DSUs at the election of the director. A director can elect to receive the entire amount of the Board retainer in cash instead of in DSUs if (i) the director is not a resident of Canada for income tax purposes, (ii) the director purchased in the open market the same number of Class A Shares he or she would have received in the form of DSUs, or (iii) the director is otherwise exempted by the Board of Directors. Directors who must travel significant distances to attend meetings of the Board of Directors and its standing committees also receive long distance travel allowances.

Effective October 1, 2024, the Board retainer was increased from $225,000 to $250,000. All other retainers and fees remain unchanged.

For the year ended September 30, 2024, the compensation paid to directors was as follows:

Directors’ Compensation Table


Name^(a)	Cash Fees^(b) ($)		Share-Based Awards^(c) ($)		All other compensation^(d) ($)		Total ($)

Sophie Brochu		-		251,250		-		251,250

George A. Cope		-		290,000		-		290,000

Jacynthe Côté^(e)		-		168,750		-		168,750

Gilles Labbé		-		260,000		-		260,000

Michael B. Pedersen		-		260,000		-		260,000

Stephen S. Poloz^(g)		112,500		112,500		-		225,000

Mary G. Powell^(g)		153,101		153,101		20,414		326,616

Alison C. Reed^(g)		306,203		-		27,218		333,421

Michael E. Roach^(f)		-		-		-		-

Kathy N. Waller^(g)		153,101		153,101		-		306,203

Frank Witter^(g)		172,239		133,964		6,805		313,007

(a)

Ms. Godin and Messrs. Godin, Imbeau and Schindler were not compensated for their role as directors of the Company. Ms. Godin received $3,647,444 in fiscal 2024 as compensation in respect of her services as an executive officer of the Company and Mr. Imbeau received $585,058 in fiscal 2024 as compensation in respect of his services as an officer of the Company. Please refer to the Summary Compensation Table earlier in this document for a summary of Messrs. Godin and Schindler’s fiscal 2024 compensation. Mr. Boulanger is not included in the table as he was not a director in fiscal 2024.

(b)

This column shows the retainer fees paid in cash to the directors for fiscal 2024. Mses. Brochu and Côté and Messrs. Cope, Labbé and Pedersen elected to receive 100% of their total annual retainers in the form of DSUs. Messrs. Poloz and Roach elected to receive 50% of their total annual retainers in cash. Mses. Powell, Reed and Waller and Mr. Witter were exempted from the requirement to receive 50% of their Board retainers in DSUs as they are non-residents of Canada for income tax purposes.

(c)	This column shows the value of the retainer fees paid in DSUs to the directors for fiscal 2024.

(d)	The amounts shown as “All other compensation” are in respect of long-distance travel allowances.

(e)	Ms. Côté joined the Board of Directors on January 31, 2024. Ms. Côté was appointed as member of the Corporate Governance Committee and Human Resources Committee on January 31, 2024.

(f)	Mr. Roach resigned as a member of the Board of Directors on March 31, 2024.

(g)

Mses. Powell, Reed and Waller and Mr. Witter are paid in U.S. dollars at par, based on the same fee arrangement as other outside directors. The amounts shown are in Canadian dollars converted on the basis of the average exchange rate used to present expense information in the Company’s Annual Audited Consolidated Financial Statements which was CAD1.3609 for each U.S. dollar for fiscal 2024. Please refer to the disclosure concerning the foreign exchange rates used for financial reporting purposes on page 18 of the Management’s Discussion and Analysis for the years ended September 30, 2024 and 2023.


© CGI Inc.		2024 MANAGEMENT PROXY CIRCULAR		32

Deferred Stock Units Plan and Deferred Stock Units Granted to Directors

CGI’s deferred stock unit plan for members of the Board of Directors (the “DSU Plan”) provides non-cash compensation to directors. The DSU Plan is governed by the Board of Directors and the Committee may make recommendations to the Board of Directors in relation to the DSU Plan and to awards of DSUs. The Board of Directors has the ultimate and sole power and authority to award DSUs under the DSU Plan and to interpret the terms and conditions of DSUs that have been awarded. Management of the Company is responsible for the day-to-day administration of the DSU Plan.

The Board of Directors may at any time amend or terminate the DSU Plan, including to suspend or limit the right of directors to participate in the DSU Plan. DSUs may not be assigned, sold or otherwise disposed of, except by will or in accordance with the laws relating to successions.

The number of DSUs credited to a director on each retainer payment date is equal to the amount of the retainer due to be paid in DSUs divided by the closing price of the Class A Shares on the TSX on the day immediately preceding the retainer payment date. Once credited, the value of the DSUs credited to a director’s DSU account is determined based on the market price of the Class A Shares.

The value of DSUs credited to the director’s account is payable only after the director has ceased to be a member of the Board of Directors. The amount paid at the time of redemption corresponds to the number of DSUs accumulated by the director multiplied by the closing price of the Class A Shares on the payment date. The amount is paid in cash and is subject to applicable withholding taxes.

In accordance with the terms of the DSU Plan, directors as of the record date set for which cash dividends are paid on Class A Shares shall, unless otherwise determined by the Board of Directors, receive, on such dividend payment date, dividend equivalents in the form of additional DSUs (including fractional DSUs) (“DSU Dividend Equivalents”). The DSU Dividend Equivalents are subject to the same conditions as the underlying DSUs with respect to which the DSU Dividend Equivalents were credited and shall be redeemed on the same basis as the underlying DSUs in accordance with the DSU Plan, including, without limitation, the provisions governing the time and form of settlement applicable to the underlying DSUs. For fiscal 2024, no DSU Dividend Equivalents were granted under the DSU Plan.

Stock Options Held by Directors

Up until fiscal 2015, members of the Board of Directors were entitled to grants of stock options under the Share Option Plan. Each such stock option was issued with a ten-year exercise period and a four-year vesting period and the exercise price of all options granted to directors was equal to the closing price of the Class A Shares on the TSX on the trading day immediately preceding the date of the grant.

See the table in Appendix B for an overview of all outstanding stock options held as at September 30, 2024, by the members of the Board of Directors who are not Named Executive Officers as well as the in-the-money value of such stock options and the aggregate value of outstanding and vested DSUs held in respect of their services for completed fiscal years. For members of the Board of Directors who are Named Executive Officers, please refer to the table in Appendix A.

Incentive Plan Awards – Value Vested or Earned During the Year

The table below shows the value of stock option grants (referred to as option-based awards) and DSU awards (referred to as share-based awards) made to members of the Board of Directors who are not Named Executive Officers that vested in fiscal 2024. Outside directors did not receive any non-equity incentive plan compensation in fiscal 2024.


Name^(a)	Option-based awards – Value vested during the year ($)	Share-based awards – Value vested during the year^(b) ($)	Non-equity incentive plan compensation – Value earned during the year ($)

Sophie Brochu	-	251,250	-

George A. Cope	-	290,000	-

Jacynthe Côté^(c)	-	168,750	-

Julie Godin	-	787,750	532,813

André Imbeau^(d)	-	-	-

Gilles Labbé	-	260,000	-

Michael B. Pedersen	-	260,000	-

Stephen S. Poloz	-	112,500	-

Mary G. Powell^(f)	-	153,101	-

Alison C. Reed^(f)	-	-	-

Michael E. Roach^(e)	-	56,250	-

Kathy N. Waller^(f)	-	153,101	-

Frank Witter^(f)	-	133,964	-

(a)	The value vested or earned during fiscal 2024 for Messrs. Godin and Schindler are set out in the table titled Incentive Plan Awards – Value Vested During the Year under the heading Compensation of Named Executive Officers earlier in this document as they are Named Executive Officers.

(b)	The share-based awards are DSUs. See the heading Deferred Stock Units Plan and Deferred Stock Units Granted to Directors earlier in this document for a description of DSUs granted to directors.


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(c)	Ms. Côté joined the Board of Directors on January 31, 2024. Ms. Côté was appointed as member of the Corporate Governance Committee and Human Resources Committee on January 31, 2024.

(d)	Mr. Imbeau resigned as a member of the Board of Directors on May 28, 2024.

(e)	Mr. Roach resigned as a member of the Board of Directors on March 31, 2024.

(f)

Additional Disclosure Relating to Directors and Named Executive Officers

As at December 2, 2024, no directors, Named Executive Officers, former directors or former senior officers of the Company were indebted to the Company.

To the best knowledge of the Company and based upon information provided by each nominee director, no such nominee is, as at the date of this Management Proxy Circular, or has been within ten years before the date of this Management Proxy Circular a director or executive officer of any company (including the Company) that, while such person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangements or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Report of the Corporate Governance Committee

The Committee has responsibility for all corporate governance matters including making recommendations to the Board of Directors in relation to the composition of the Board of Directors and its standing committees. The Committee also administers the self-assessment process for the Board of Directors, its standing committees and individual directors.

The Committee is composed of Messrs. Michael B. Pedersen, Chair of the Committee, and George A. Cope, Lead Director, and Mses. Sophie Brochu, Jacynthe Côté and Mary G. Powell, all of whom are independent directors. The Committee held three regular meetings during fiscal 2024. Mr. Pedersen’s role and responsibilities as Chair of the Committee are described under the heading Role and Responsibilities of the Lead Director and Standing Committee Chairs later in this document.

The role and responsibilities of the Committee are contained in the Committee’s charter, which is incorporated by reference in this Management Proxy Circular (see the heading Mandate, Structure and Composition of CGI’s Board of Directors). The Committee’s charter is available on CGI’s website at www.cgi.com. The role and responsibilities of the Committee include:

●

developing the Company’s approach to governance issues and the Company’s response to corporate governance requirements and guidelines;

●

reviewing the composition and contribution of the Board of Directors, its standing committees and members, and recommending Board nominees;

●

reviewing the Company’s Environmental (including climate change), Social and Governance (ESG) strategies, objectives, policies and practices;

●

overseeing the orientation and continuing education program for directors;

●

reviewing the Company’s policies and processes related to the Company’s purpose as an organization, which is to seek the best equilibrium between its three stakeholders and the communities in which its CGI Partners live and work;

●

carrying out the annual Board of Directors self-assessment process; and

●

helping to maintain an effective interaction between the Board of Directors and management.

Corporate Governance Practices

Adherence to high standards of corporate governance is a hallmark of the way CGI conducts its business. The disclosure that follows sets out CGI’s corporate governance practices. CGI is a foreign private issuer, as defined under the U.S. Securities Exchange Act of 1934, as amended, and files disclosure documents in accordance with the multijurisdictional disclosure system (MJDS). As such, many of the corporate governance rules applicable to U.S. domestic companies are not applicable to CGI. However, CGI’s corporate governance practices generally conform to those followed by U.S. domestic companies under the NYSE listing standards, other than with respect to certain specific rules, including that CGI requires shareholder approval of share compensation arrangements involving the issuances of new shares, but does not require such approval if the compensation arrangement involves only shares purchased in the open market, consistent with the laws applicable to CGI.

CGI’s Shareholders

CGI’s shareholders are the first and most important element in the Company’s governance structures and processes. At each Annual General Meeting of Shareholders, the Company’s shareholders elect the members of the Company’s Board of Directors and give them a mandate to manage and oversee the management of the Company’s affairs for the coming year. Shareholders have the option of withholding their votes for individual directors, should they wish to do so.


© CGI Inc.		2024 MANAGEMENT PROXY CIRCULAR		34

In the normal course of operations, certain corporate actions which may be material to CGI are initiated from time to time by the Company’s senior management and, at the appropriate time, are submitted to CGI’s Board of Directors for consideration and approval. When appropriate, such matters are also submitted for consideration and approval by CGI’s shareholders. All such approvals are sought in accordance with the charters of the Board of Directors and its standing committees, CGI’s corporate governance practices and applicable corporate and securities legislation and regulations. Mr. Serge Godin, CGI’s Founder and Executive Chairman of the Board, is a director of CGI and, as at December 2, 2024, beneficially owned, directly or indirectly, or exercised control or direction over, shares of CGI representing approximately 54.32% of the votes attached to all of the Company’s outstanding voting shares.

As with the Company’s other stakeholders, its clients and its CGI Partners, the Company constantly solicits feedback from shareholders as well as from the investment community. This feedback is an integral input to our strategic planning process and assists the Company to continuously improve its investor relations program, financial disclosure, and to compare its performance objectively against other publicly traded companies. The Company has a Shareholder Partnership Management Framework (“SPMF”) which describes the management of its information and relationship with its investors beyond the prescribed activities associated with corporate governance, transparency and the disclosure of results. The SPMF structures the processes and information flows between CGI and its shareholders as well as the investment community, including both buy-side (institutional investors) and sell-side (investment dealers) research analysts. Through interactions with the investment community, governed by the SPMF, suggestions for improvement received are acted upon as a means of assuring continuous improvement. During fiscal 2024, the Company had over 350 interactions with shareholders and other investors worldwide, as well as sell-side research analysts. The Company is ISO 9001 certified for the application of the SPMF in its operations and for the management of its relationship with its shareholders.

In addition to the SPMF process, any shareholder of CGI who wishes to contact CGI’s independent directors directly may do so by e-mail sent to the Lead Director at lead_director@cgi.com or by using the contact page for the Lead Director on CGI’s website at www.cgi.com.

Shareholder Satisfaction Assessment Program

Since fiscal 2019, the Company includes a Shareholder Satisfaction Assessment Program (“SSAP”) questionnaire as part of its SPMF processes. The SSAP questionnaire solicits direct feedback from shareholders on key corporate governance practices, including in respect of executive compensation, and requests shareholder ratings of governance practices on a 10-point scale. With respect to institutional investors, the SSAP is provided directly to the individuals responsible for the investment in the Company and not to proxy departments or external advisors as they are less likely to have a complete understanding of CGI’s business, operations and functioning. The SSAP was provided to shareholders and other investors with whom SPMF meetings were held in fiscal 2024. The average SSAP score of the Company in fiscal 2024 was 9.1/10 and few concerns were raised by shareholders with respect to the Company’s corporate governance practices. The Company is committed to maintaining an open and transparent dialogue with its shareholders and addressing their concerns, including with respect to executive compensation. The Company believes that the measures in place are more meaningful than a simple binary advisory vote.

The Company will continue to use the SSAP questionnaire in fiscal 2025 to solicit direct feedback on its corporate governance practices with a view to tracking shareholder feedback over time on key corporate governance issues, such as the appropriateness of executive compensation. Shareholders of CGI who wish to participate in the SSAP process directly may contact CGI’s Investor Relations department by sending an e-mail to ir@cgi.com or as follows:

Investor Relations

CGI Inc.

1350 René-Lévesque Boulevard West

20^th Floor

Montréal, Quebec

Canada

H3G 1T4

Tel.: +1-514-841-3200

Environmental, Social and Governance

At CGI, we are committed to contributing to the development of an inclusive, collaborative and sustainable world. One of our strategic goals is to be recognized by our stakeholders as an engaged, ethical and responsible corporate citizen. Our core value of corporate social responsibility is a foundation that drives our Environmental, Social and Governance (“ESG”) strategy. As a global company and digital services leader, we have a responsibility to conduct business ethically and sustainably, and integrate these principles in our core operating practices. More specifically, we enable CGI Partners to be actively engaged in the communities where we live and work by prioritizing partnerships with clients, and also by collaborating, across CGI’s global footprint, with educational institutions and other local organizations, on three priorities: climate, people and communities.


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●

Climate priority: We demonstrate our commitment to an environmentally sustainable world through projects delivered in collaboration with clients, our solutions, and through our operating and transportation practices, supply chain management and community service activities.

●

People priority: We champion digital inclusion for all citizens, taking actions locally to improve access to technology, education, and mentoring in order to help everyone be successful in a digital society.

●

Communities priority: We commit to positively contribute to society by leveraging our CGI Partners’ personal engagement and IT business expertise through investment in social impact projects and local economic growth initiatives.

Our ESG commitment motivates us to help our clients satisfy the needs of their customers and citizens, enhance the lives and careers of our CGI Partners and generate superior value for our shareholders through socially and environmentally sustainable and ethical business strategies and practices. In 2024, we continued to dedicate substantial efforts to our ESG engagement through various key initiatives, including the release of our yearly global ESG report, and by the monitoring of our commitment to achieve net-zero carbon emissions under our direct and indirect control as defined by the Greenhouse Gas Protocol.

Our ESG commitment engages the Company to:

●

partner with our clients in developing environmentally sustainable solutions and collectively supporting the communities where we live and work;

●

improve the environment through sustainable operating practices, community service activities and green IT offerings;

●

provide our CGI Partners with health, safety and well-being programs that positively influence their well-being and satisfaction;

●

operate ethically through strong Codes of Ethics and strong corporate governance;

●

ensure responsible supply chain management; and

●

offer an ownership program (which both creates wealth within local communities and provides our CGI Partners with the same rights as all other shareholders).

Environmental: Accelerating Our Transition to Net-Zero

Through our climate priority, we focus on embedding initiatives in our action plans to achieve our net-zero goal on scopes 1 and 2 and business travel for scope 3.

CGI combines our in-depth knowledge and end-to-end services to help our clients manage sustainability challenges and opportunities. These solutions seek to reduce environmental impact and energy costs while improving our clients’ regulatory compliance and the well-being of their employees, citizens and customers. Our reduction in carbon emissions is driven by many of our departments including facilities, data center management, procurement, and our CGI Partners, all working together to embed their actions and initiatives into the way we operate.

We announced our commitment to the Science Based Targets initiative (SBTi). Underpinned by science, we will set reduction targets for all emissions, including through our supply chain. We will set our near-term targets, and we will define our new roadmap with net reduction targets aligned with the Paris Agreement’s 1.5°C objective.

As a managed IT services provider, infrastructure services and data centers are the core of our operations. Our continuous effort to increase renewable energy usage and to implement energy efficiency has dramatically reduced our energy consumption and carbon emissions.

In this year’s milestone, we reached our target of 100% of scope 2 data centers powered by renewable electricity. This important progress is possible due to the strong commitment of our teams around the world. We are actively transitioning more offices to renewable energy and integrating climate impacts into all of our real estate decisions.

In addition, CGI’s operations in the majority of European countries in which it operates are ISO 14001 certified for effective environmental management systems (France, Luxembourg, UK, Germany, Sweden, Finland, Netherlands, Denmark, Norway, Portugal, Spain, Czech Republic, Slovakia, Romania and Morocco). In doing so, these operations are reporting key performance metrics and local initiatives which contribute to the continuous improvement of the economic, social and environmental well-being of the communities in which they are based.

Social: Nurturing Our Communities and Talent to Shape the Digital Future

At CGI, we believe a more diverse, equitable, and inclusive professional community drives value and innovation. We welcome a broad and diverse group of talent and invest in attracting people from communities currently underrepresented in IT.


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Diversity, Equity and Inclusion

As a global company, we recognize the richness that diversity brings to the Company and welcome this diversity as part of CGI’s business culture. Valuing diversity, equity and inclusion (“DEI”) is an integral part of the way we do business.

CGI believes that creating a culture of belonging requires conscious and intentional effort. In this context, the company has an ambitious DEI strategy that focuses on making inclusion a concrete action throughout the organization, providing a framework that enables each person to bring their whole self to work and for all CGI Partners to work together in a highly collaborative and respectful manner.

CGI is committed to increasing diversity in all aspects and embracing the presence of differences in our workforce. This includes, but is not limited to, race and ethnicity, gender and gender identity, sexual orientation, socioeconomic status, language, culture, national origin, religious commitments, age, and disability status.

DEI is embedded in our strategic business units’ operating strategies, professional development, personal well-being and succession planning. Diversity dashboards and key measures are published based on local compliance requirements and cultural practices.

Following are a few of our DEI initiatives in place around the globe:

●

Local awareness trainings, webinars and tools on diversity, discrimination and harassment issues, for our CGI Partners and leaders to develop the right attitude, acquire the skills and use the tools to lead inclusively.

●

All our strategic business units have programs to support the development of women’s careers, including through mentorship and sponsorship.

●

CGI resource groups that foster inclusion and empower our CGI Partners to achieve their goals.

◾

CGI resource groups are employee-driven groups supported by CGI leadership, cabinet-level executive sponsors and the DEI team.

◾

They are drawn together by common characteristics.

◾

Specific employee-led networks provide an inclusive community where those who are affected by visible or non-visible disabilities, long-term health conditions, and caring responsibilities, may find support and share experiences.

A Safe and Empowering Work Environment

We continuously drive initiatives and provide services to support physical, mental, and social health. We recognize that the regular promotion of these factors is crucial to work-life balance and overall quality of life. We encourage our CGI Partners to make suggestions, ask questions and communicate issues and concerns through programs embedded in our CGI Partner Partnership Management Framework. We provide the tools and resources to all our CGI Partners for learning development, performance management and career development.

Educational Initiatives

We are championing digital inclusion for students of all ages by improving access to technology education, mentoring, and reducing inequities by preparing students to succeed in a digital society. For example, in collaboration with our CGI Partners , our global flagship program, STEM@CGI, introduces young people, mainly from under-represented populations, to science, technology, engineering, and math. We have also developed several programs enabling young adults to pursue IT careers or individuals to be trained and reskilled for new careers.

Communities

Our involvement in communities is fundamentally part of our DNA and we have always encouraged our CGI Partners to get involved and volunteer their skills and experience to advance the well-being of the communities where they live and work. Once again this year, we mobilized as an organization and through the actions of our CGI Partners to respond to serious emergencies.

Our CGI For Good tool, a digital employee volunteering platform to support communities in need, is deployed in all CGI geographies. This tool gives our CGI Partners access to a wide range of in-person and remote volunteering opportunities with local non-profit and charitable organizations, and also empowers our CGI Partners to create their own opportunities in response to the needs of the communities where they live and work. CGI For Good also enables us to run global fundraising campaigns to help affected communities where we have offices.

Stakeholders

We remain committed to maintaining the best equilibrium among our three stakeholders and our communities. A key element of this balance is our commitment to advancing CGI’s ESG strategies, which are integral to our long-term performance and sustainable value creation. These ESG strategies are inspired by the CGI Dream: “To create an environment in which we enjoy working together and, as owners, contribute to building a company we can be proud of.”


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Our “Corporate Social Responsibility” value aligns with this holistic approach, and our goal of being recognized as an engaged, ethical, and responsible corporate citizen.

For investors, ESG metrics have become a critical tool in assessing the value and growth potential of an organization. CGI’s ESG reporting plays a pivotal role in helping its investors make informed decisions, providing transparency and insights into our sustainable practices and long-term strategy.

Clients are increasingly choosing to do business with organizations that reflect their own beliefs around governance, sustainability and ethical practices. CGI’s ongoing progress, including its commitment to SBTi and participation in top sustainability indices, strengthens our position as a trusted partner in this space. We also help clients activate and advance their sustainability goals through innovation, ecosystem collaboration, enabling technologies and relevant data—helping them move from aspiration to action.

CGI Partners are the driving force behind our ESG journey. They are actively seeking opportunities to make a positive impact. We listen to their perspectives and incorporate their insights through various initiatives (training programs, employee resource groups, and feedback channels) and enable them to be engaged in the communities where they live and work through partnerships with clients, educational institutions and other local organizations. By empowering our teams to integrate ESG considerations into their daily operations, we ensure that ESG principles are deeply embedded throughout our organization.

Human Rights – Fighting Against Forced Labour and Child Labour

In our own activities and throughout our supply chain, we are fully committed to respecting human rights in accordance with United Nations principles and in alignment with our company values. To uphold our commitment to equality, anti-harassment, and anti-discrimination, both within and outside the company, we must maintain awareness of risks to the human rights of members belonging to marginalized groups.

In 2024, we published our first Fighting Against Forced Labour and Child Labour Report which details measures we have taken to identify, address and prevent forced labour in our operations and supply chains. This report outlines both our global approach and alignment with local regulation in the prevention and reduction of risks associated with all forms of modern slavery, as well as our established commitment to providing safe and fair working conditions for all our CGI Partners.

Governance: Creating Value Responsibly and Ethically

We prioritize decision-making that creates value for our company and stakeholders through: responsible leadership and corporate governance, engagement with our stakeholders and ESG dialogue, business ethics, values and integrity, business resilience to systemic risks, profitable and sustainable growth, data privacy and cybersecurity, ESG governance and reporting, responsible procurement, and human rights.

The Corporate Governance Committee is responsible for reviewing ESG strategies, objectives, policies and practices and updating the Board of Directors on ESG issues and risks. The Board of Directors oversees ESG initiatives and commitments, and considers health, safety, and ESG matters through various reports and presentations. The Board of Directors also reviews and approves any material public disclosure with respect to ESG matters, including climate change and our ESG global report.

CGI has qualified for inclusion within top indices that cover the world’s most sustainable companies, including the Dow Jones Sustainability Indices for the past ten years and the FTSE4 Good Index Series for over a decade. In fiscal 2024, CGI was awarded gold rating by EcoVadis, placing CGI in the top 5% of companies for sustainable business practices The EcoVadis gold rating reflects CGI’s ongoing implementation and integration of measurable and traceable initiatives in the categories of environment, labour and human rights, ethics and sustainable procurement practices. The Company also responds annually to the Carbon Disclosure Project disclosing its progress in furthering steps to effectively reduce emissions to promote advanced environmental stewardship.

In March 2020, CGI joined the United Nations Global Compact with a commitment to mainstream its ten universal principles in the areas of human rights, labour, environment and anti-corruption in CGI’s strategy, culture and day-to-day operations. We seek to advance and engage in the United Nations’ broader priorities, particularly the Sustainable Development Goals.

Corporate Governance and Diversity

The notion of diversity is a core element to CGI’s values and it is included in its Board of Directors’ and standing committees’ charters and related work programs. The Corporate Governance Committee and the Board of Directors continue to believe in the importance of balancing all eligibility criteria, including appropriate competencies, skills, industry knowledge, financial experience and personal qualities of candidates, as well as the diversity of their background (including gender, ethnicity, race, disability, age, experience and geographical representation), when considering director candidates and officer appointments. The mandates of the Corporate Governance Committee and Human Resources Committee specifically detail the criteria to be considered for board candidates and officer appointments to support diversity among the Board of Directors and the Company’s executives. The selection criteria for CGI’s Board of Directors and executive officers includes not only their skills and expertise required to achieve stewardship and management of CGI, their knowledge of the vertical markets in which the Company operates, and their operational and financial literacy, but also the diversity of their background. CGI’s success is due in large measure to the Company’s experience and expertise in the vertical markets in which it operates.


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The selection criteria for CGI’s Board of Directors and executive officers recognize this important factor and are designed to ensure that the Company supports its diversity objective and continues to have the subject matter experts on the Board of Directors and among its executives who can effectively provide experience, expertise and business and operational insight into each of the vertical markets in which the Company operates.

The work program of the Corporate Governance Committee provides for an annual review of the measures applied by the Company to promote diversity, their effectiveness, and the annual and cumulative progress made in achieving their objectives, which results are then reviewed annually by the Board of Directors. The charters of the Board of Directors and of the Corporate Governance Committee include the Company’s objective of having a Board of Directors composed of at least 30% of women. CGI is very proud to have exceeded this objective and we will continue to monitor our progress (see the heading Nomination Process for the Board of Directors and Executive Officers in this document).

Majority Voting Policy

The Company has adopted a Majority Voting Policy for Directors (the “Majority Voting Policy”) to ensure that the Board of Directors of the Company remains composed of directors elected by a majority of the votes cast in favour of their election.

In an uncontested election of directors of the Company, a nominee for election to the Board of Directors must immediately offer to resign by tendering a resignation letter to the Chairman of the Board of Directors following the shareholders meeting at which the election took place if the number of votes that have been withheld from the director is equal to or greater than the number of votes cast in favour of the director. The Committee will meet promptly following the receipt of the resignation to consider the director’s offer to resign.

The Committee will recommend to the Board of Directors that the resignation be accepted unless the Committee determines that exceptional circumstances exist that justify the Committee’s recommendation that the resignation not be accepted. The Board of Directors will act on the Committee’s recommendation within 90 days following the shareholders’ meeting at which the director was elected. In deciding whether to accept the recommendation of the Committee, the Board of Directors will consider the factors examined by the Committee and may in addition consider any information it determines in its sole discretion to be relevant to its decision. The Board of Directors will accept the resignation unless it determines that exceptional circumstances justify otherwise. Following its decision, the Board of Directors will issue a press release concerning its decision, and stating the reasons for not accepting the resignation if that is the case, a copy of which shall be promptly provided to the TSX.

A director who is required to offer a resignation in accordance with the Majority Voting Policy shall not participate in any manner in the meeting or meetings of the Committee and of the Board of Directors convened to consider the resignation. A director who fails to offer to resign in accordance with the Majority Voting Policy will not be re-nominated by the Board of Directors for election by the shareholders.

Clawback Policy

The Company has adopted an incentive compensation clawback policy (the “Clawback Policy”) which mandates the Board of Directors to require the reimbursement of short-term and long-term incentive compensation received by certain officers and other of our CGI Partners, if such compensation was paid in whole or in part as a result of gross negligence, intentional misconduct, theft, embezzlement, fraud or other serious misconduct, or in the event of a restatement of the Company’s annual or interim financial statements resulting from material non-compliance with any financial reporting requirements under applicable laws, including any required accounting restatement to correct an error in previously issued annual or interim financial statements that is material to such previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

The Clawback Policy applies to any officer of the Company and any other individual who may be designated from time to time by the Board of Directors and includes compensation under any short-term or long-term incentive plan, including the Profit Participation Plan, the Share Option Plan, the Share Unit Plan and any other compensation that is based on the attainment of a financial reporting measure. Recovery under the Clawback Policy is limited to compensation paid or granted to, or received or earned by, or vested in favour of any covered leader, based wholly or in part upon the attainment of a financial reporting measure, during the three financial years immediately preceding the restatement of the annual or interim financial statements and may be implemented through various forms, including direct reimbursement, deduction from salary or future payments, grants or awards of incentive compensation, or cancellation or forfeiture of vested or unvested stock options, PSUs or any other incentive awards held by the individual.

Insider Trading and Blackout Periods Policy

The Company has adopted an Insider Trading and Blackout Periods Policy which is designed to prevent improper trading in the securities of CGI and the improper communication of privileged or material information with respect to CGI that has not been generally disclosed, including compliance with insider trading and tipping rules. Under the policy, those who normally have access to material information that has not been generally disclosed may only trade in CGI securities within the period beginning on the third business day following the release of CGI’s quarterly financial results and fiscal year-end results and ending at the close of business on the fourteenth calendar day preceding the end of the following fiscal quarter. Discretionary blackout periods and restrictions on trading in securities applicable to certain designated employees may also be prescribed from time to time for such period of time as is deemed necessary as a result of special circumstances relating


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to the Company. The policy also provides processes for the pre-clearance of trades in CGI securities and for reporting by the reporting insiders of the Company.

The Insider Trading and Blackout Periods Policy contains anti-hedging restrictions to ensure that senior executives, including the Chief Executive Officer, are restricted from engaging in short sales, transactions in derivatives in respect of Company’s securities or any other hedging or equity monetization transaction in which the individual’s economic interest and risk exposure in Company securities are changed.

Mandate, Structure and Composition of the Board of Directors

The Committee and the Board of Directors are of the view that the size and composition of the Board of Directors and its standing committees are well suited to the circumstances of the Company and allow for the efficient functioning of the Board of Directors as an independent decision-making body.

Board of Directors and Committee Charters

Each standing committee operates according to its charter approved by the Board of Directors which sets out the committee’s duties and responsibilities.

The Board of Directors’ charter and the charter of each of the standing committees require that they be reviewed annually. As part of that process each standing committee undertakes a review of its mandate and tables any recommendations for changes with the Committee. The Committee reviews the submissions of the standing committees and also reviews the Board of Directors’ charter. The Committee then makes a recommendation to the Board of Directors based on the conclusion of the review. The Board of Directors takes the Committee’s recommendation into account in making such changes as it determines to be appropriate.

The Board of Directors and standing committee charters are attached as Appendix A to CGI’s Annual Information Form for the fiscal year ended September 30, 2024 (the “2024 Annual Information Form”), which is available on the Canadian Securities Administrators’ website at www.sedarplus.ca and on CGI’s website at www.cgi.com. A copy of the 2024 Annual Information Form will be provided to shareholders by CGI upon request. The charters of the Board of Directors and its standing committees are hereby incorporated by reference from Appendix A to the 2024 Annual Information Form.

The key responsibilities of each standing committee are summarized in the reports contained in this Management Proxy Circular and each standing committee is composed entirely of independent directors. The following table summarizes the current membership of each of the Company’s standing committees.


Committee		Membership

Audit and Risk Management Committee

		Gilles Labbé (Chair) Stephen S. Poloz Alison C. Reed Kathy N. Waller Frank Witter

Corporate Governance Committee

		Michael B. Pedersen (Chair) Sophie Brochu George A. Cope Jacynthe Côté^(a) Mary G. Powell

Human Resources Committee

		Sophie Brochu (Chair) George A. Cope Jacynthe Côté^(a) Michael B. Pedersen Mary G. Powell

(a)

Ms. Côté joined the Board of Directors on January 31, 2024. Ms. Côté was appointed as a member of the Corporate Governance Committee and Human Resources Committee on January 31, 2024.

Role and Responsibilities of the Founder and Executive Chairman of the Board and of the President and Chief Executive Officer

The Board of Directors has delegated the day-to-day management of the business of the Company to CGI management in accordance with the Company’s Operations Management Framework that was adopted by the Board of Directors. The Operations Management Framework sets out the overall authority of the Company’s management team as well as the level of management approval required for the various types of operations and transactions in the ordinary course of the Company’s business.


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The role of Founder and Executive Chairman of the Board allows Mr. Serge Godin to devote his time to the development and implementation of strategic initiatives, including strengthening the Company’s partnerships with existing clients and fostering key relationships that lead to new business, including large managed IT services contracts and strategic mergers. The nature of the responsibilities of the Founder and Executive Chairman of the Board are such that he is a senior executive officer of the Company and is not an independent Chairman of the Board.

All operational and corporate functions, other than the office of the Founder and Executive Chairman of the Board, which reports to the Founder and Executive Chairman of the Board, report to the President and Chief Executive Officer who reports directly to the Board of Directors. The President and Chief Executive Officer, jointly with the CGI management team, develop the strategies and corporate objectives which are approved by the Board of Directors. Each year, the Human Resources Committee assesses the performance of executive officers in achieving the objectives and makes recommendations to the Board of Directors in relation to the grant and vesting of stock options, the award and vesting of PSUs and the payment of bonuses under the Profit Participation Plan to executive officers, including the Named Executive Officers.

Taken together, the Operations Management Framework and the corporate objectives approved by the Board of Directors annually define the scope of management’s authority and responsibilities, including those of the Founder and Executive Chairman of the Board and of the President and Chief Executive Officer, in relation to the Company’s day-to-day operations and the attainment of its objectives. At each regularly scheduled Board meeting the Founder and Executive Chairman of the Board and the President and Chief Executive Officer report on their stewardship of the Company’s operations, and their performance relative to fixed objectives is assessed annually. Ultimately, the Board of Directors reports to the shareholders at the Annual General Meeting of Shareholders.

Role and Responsibilities of the Lead Director and Standing Committee Chairs

Lead Director

The charter of the Board of Directors, which is incorporated by reference in this Management Proxy Circular (see the heading Mandate, Structure and Composition of the Board of Directors earlier in this document), requires that the Board of Directors appoint a Lead Director from among the independent directors. The Lead Director is responsible for ensuring that the Board of Directors acts independently of the Company’s management and strictly in accordance with its obligations towards shareholders.

Mr. Cope, an independent member of the Board of Directors, was appointed as CGI’s Lead Director on February 2, 2022.

In fulfilling the responsibilities, the Lead Director provides input to the Founder and Executive Chairman of the Board in the preparation of the agendas of the meetings of the Board of Directors, sets the agenda for, and chairs the meetings of, the independent directors, and leads the annual self-evaluation process for the Board of Directors, including director peer review.

Together with the Founder and Executive Chairman of the Board, the Lead Director facilitates the effective and transparent interaction of Board members and management. The Lead Director also provides feedback to the Founder and Executive Chairman of the Board and acts as a sounding board with respect to strategies, accountability, relationships and other matters.

Standing Committee Chairs

The role and responsibilities of each of the Chairs of the standing committees of the Board of Directors are set forth in the charter of each committee. The standing committees’ charters are incorporated by reference in this Management Proxy Circular (see the heading Mandate, Structure and Composition of the Board of Directors earlier in this document).

The Chair of each committee is responsible for leading the committee’s work and, in that capacity, ensuring that the committee’s structure and mandate are appropriate and adequate to support the fulfilment of its responsibilities, that the committee has adequate resources as well as timely and relevant information to support its work, and that the scheduling, organization and procedures of committee meetings provide adequate time for the consideration and discussion of relevant issues. The committee Chair is responsible for ensuring that the effectiveness of the committee is assessed on a regular basis.

The Chair presides over the committee’s meetings and works with the Founder and Executive Chairman of the Board, the Co-Chair of the Board, the Corporate Secretary and the Company’s relevant executive officers in setting the agendas for each meeting and has the authority to convene special meetings of the committee. The Chair of the Corporate Governance Committee also works with the Founder and Executive Chairman of the Board, the Corporate Secretary and the Company’s relevant executive officers in setting the calendars of the committees’ meetings. The committee Chair acts as liaison with the Company’s management in relation to the committee’s work program and ensures that the committee reports to the Board of Directors at each subsequent meeting of the Board of Directors in relation to the committee’s deliberations, decisions and recommendations.

Special Committee of the Board of Directors

In February 2024, the Board of Directors established a special committee (the “Special Committee”) to consider the proposed purchase for cancellation by the Company of Class A Shares from Mr. Serge Godin, Founder and Executive


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Chairman of the Board, as well as a wholly-owned holding company (the “Related Party Transaction”). Although the Related Party Transaction was not subject to the requirements set forth under National Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, the Board of Directors concluded, in line with principles of good governance, that it was appropriate to establish the Special Committee to assess whether the Related Party Transaction was in the best interests of the Company. The Special Committee was made up of Mr. Michael B. Pedersen, Chair of the Special Committee, Mr. George A. Cope and Ms. Kathy N. Waller, all of whom are independent directors. The members of the Special Committee did not receive any additional compensation related to their work on the Special Committee.

In furtherance of its responsibilities, the Special Committee retained the services of Norton Rose Fulbright Canada LLP as independent legal advisors to the Special Committee to receive information with respect to the roles and responsibilities of the members of the Special Committee and the legal guidelines applicable to the Special Committee. The Special Committee also retained National Bank Financial Inc. as financial advisors in connection with the Related Party Transaction. After consultation with its external legal advisors and financial advisors, and the receipt of an opinion from its financial advisors regarding the reasonableness of the financial terms of the Related Party Transaction, the Special Committee unanimously determined that the purchase for cancellation of 1,674,930 Class A Shares from Mr. Serge Godin, including 1,266,366 Class A Shares resulting from the conversion of an equivalent number of Class B Shares, for a cash consideration of $250.0 million was in the best interests of the Company and recommended that the Board of Directors approve the transaction. A favourable decision was obtained from the Quebec securities regulator to exempt the Company from issuer bid requirements under applicable securities legislation and the Class A Shares purchased were considered within the annual aggregate limit that the Company is entitled to purchase under its NCIB (see the heading Normal Course Issuer Bid earlier in this document). The Special Committee was dissolved following the completion of its mandate.

Criteria for Tenure on CGI’s Board of Directors

Each year, the Committee reviews all of the Company’s corporate governance practices as part of an exercise that takes place well in advance of the annual preparation and review of the Company’s Management Proxy Circular, so that such practices, including those that govern the conditions for tenure on the Board of Directors, receive careful consideration in advance of the Company’s fiscal year end and the preparation of materials for the Annual General Meeting of Shareholders.

Independence

CGI’s corporate governance practices require that a majority of the members of the Board of Directors be independent, as per the requirements set forth in National Instrument 52-110 – Audit Committees. This means that they must be and remain free from any material ties to the Company, its management and its external auditor that could, or could reasonably be perceived to, materially interfere with the directors’ ability to act in the best interests of the Company, and otherwise in keeping with the definitions of independence applicable under the governance regulations, rules and guidelines of the relevant stock exchanges and securities regulators.

The Board of Directors has concluded that the position of Lead Director, which has existed since 1996, ensures that the Board of Directors is able to act independently of management in an effective manner. The Lead Director holds meetings of the outside directors after each regular meeting of the Board of Directors, without management and related directors present.

The Board of Directors has determined that the directors identified as being independent in this Management Proxy Circular do not have interests in or relationships with CGI or with any of CGI’s significant shareholders that could, or could reasonably be perceived to, materially interfere with the directors’ ability to act in the best interests of the Company, and that they are therefore independent under applicable regulations, rules and guidelines.

The independence of the Board of Directors and each standing committee is further enhanced by their ability to engage outside advisors as needed. In addition, individual directors may also retain the services of outside advisors with the authorization of the Chair of the Committee.

Shareholders of CGI, or any other person who has an interest in the Company, who wish to contact CGI’s non-management or independent directors may do so by e-mail sent to the Lead Director at lead_director@cgi.com or by using the contact page for the Lead Director on CGI’s website at www.cgi.com.

Expertise and Financial and Operational Literacy

CGI’s corporate governance practices require that all members of the Board of Directors be both financially and operationally literate. The financial literacy of individual directors who do not sit on the Audit and Risk Management Committee need not be as extensive as that of members who sit on such committee. Having operational literacy means that the director must have substantial experience in the execution of day-to-day business decisions and strategic business objectives acquired as a result of meaningful past experience, such as a Chief Executive Officer or as a senior executive officer in another capacity but with a broad responsibility for operations.

The directors’ experience and subject matter expertise are examined by the Committee annually when it reviews and makes recommendations to the Board of Directors in relation to succession planning for the Board of Directors in the context of the Board of Directors and standing committee self-evaluation process (see the heading Self-Assessment and Peer Review). Expertise in the vertical markets in which the Company operates (financial services; government; health; communications and utilities; and manufacturing, retail and distribution), operational expertise and literacy, and financial literacy make up the key criteria that are used to select candidates for Board membership, to review and determine the


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composition of the Board of Directors, and to assess the performance of directors annually as part of the annual Board of Directors and standing committee self-evaluation process. The Board of Directors’ objective in relation to its composition is to ensure that it has expert representation for each of the Company’s targeted vertical markets.

The members of the Board of Directors who serve on the Audit and Risk Management Committee must be operationally literate and be financially literate in accordance with applicable governance standards under applicable securities laws, regulations and stock exchange rules, and in the sense of having the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues such as those which could reasonably be expected to be raised by CGI’s financial statements.

The Committee and the Board of Directors have determined that all members of the Audit and Risk Management Committee are financially literate and that the Chair, Mr. Gilles Labbé, and its members, Mr. Frank Witter and Mses. Alison C. Reed and Kathy N. Waller, have the necessary experience to qualify as financial experts under the NYSE corporate governance rules and the rules adopted by the SEC in accordance with the Sarbanes Oxley Act of 2002. Mr. Labbé is a Fellow of the Institute of Chartered Professional Accountants Canada (FCPA, FCA), Mr. Witter served as Chief Financial Officer of Volkswagen Group, Ms. Alison C. Reed is a Chartered Accountant (ACA) and served as Chief Financial Officer of Marks and Spencer plc, Standard Life Assurance Company and Standard Life plc, and Ms. Kathy N. Waller is a Certified Public Accountant (CPA, CGMA) and served as Executive Vice President, Chief Financial Officer and President, Enabling Services of The Coca-Cola Company.

Mr. Stephen S. Poloz, the remaining member of the Audit and Risk Management Committee, is financially literate in the sense that he has the knowledge and skills necessary to allow him to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues such as those which could reasonably be expected to be raised by CGI’s financial statements. Mr. Poloz acquired his financial literacy while serving as the Governor of the Bank of Canada and Chairman of the Bank of Canada’s board of directors, as well as while serving as Chair of the BIS Audit Committee and President and CEO of Export Development Canada, a major public sector financial intermediary providing various forms of insurance and lending to facilitate international business on behalf of Canadian companies.

The following table presents a skills matrix for each of the Company’s nominee directors:

Operational Literacy

Financial Literacy

Governance
and Human

Resources

Director

Executive

Leadership

Consulting

Services and

IT Industry

Geography

Vertical market

Finance

Accounting

Risk

François Boulanger

✔

Global

Multiple vertical

markets

✔

Sophie Brochu

✔

North

America

Multiple vertical

markets

✔

George A. Cope

✔

Global

Multiple vertical

markets

✔

Jacynthe Côté

✔

Global

Multiple vertical

markets

✔

Julie Godin

✔

Global

Multiple vertical

markets

✔

Serge Godin

✔

Global

Multiple vertical

markets

✔

Gilles Labbé

✔

Global

Multiple vertical

markets

✔

Michael B. Pedersen

✔

Global

Multiple vertical

markets

✔

Stephen S. Poloz

✔

Global

Multiple vertical

markets

✔

Mary G. Powell

✔

North

America

Multiple vertical

markets

✔

Alison C. Reed

✔

Global

Multiple vertical

markets

✔

George D. Schindler

✔

Global

Multiple vertical

markets

✔

Kathy N. Waller

✔

Global

Multiple vertical

markets

✔

Frank Witter

✔

Global

Multiple vertical

markets

✔


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Attendance at Board, Standing Committee and Special Committee Meetings

The Committee monitors director attendance in relation to the recommendation for directors to be proposed for election at the Annual General Meeting of Shareholders. The overall attendance rate for the nominee directors of CGI for fiscal 2024 was 99% for the Board of Directors, 97% for the Audit and Risk Management Committee, 100% for the Corporate Governance Committee, 97% for the Human Resources Committee and 100% for the Special Committee. Detailed meeting and attendance information to regular meetings of the Board of Directors, its standing committees and its Special Committee is provided in the following table.

Board, Standing Committee and Special Committee Meetings and Attendance

Year ended September 30, 2024

Board Meetings Attended

Committee Meetings Attended

Audit

6 regular meetings

Governance

3 regular meetings

Human Resources

4 regular meetings

Director^(a)

7 regular meetings

Special Committee

3 special meetings

Sophie Brochu

7 of 7

100%

Human Resources (Chair)

Governance

4 of 4

3 of 3

100%

George A. Cope

7 of 7

100%

Human Resources

Governance

Special Committee

4 of 4

3 of 3

100%

Jacynthe Côté^(b)

7 of 7

100%

Human Resources

Governance

3 of 3

2 of 2

100%

Julie Godin

(Co-Chair)

7 of 7

100%

N/A

–

Serge Godin

(Executive Chair)

7 of 7

100%

N/A

–

André Imbeau^(c)

5 of 5

100%

N/A

–

Gilles Labbé

7 of 7

100%

Audit (Chair)

6 of 6

100%

Michael B. Pedersen

7 of 7

100%

Human Resources

Governance (Chair)

Special Committee (Chair)

4 of 4

3 of 3

100%

Stephen S. Poloz

6 of 7

86%

Audit

5 of 6

83%

Mary G. Powell

7 of 7

100%

Human Resources

Governance

4 of 4

100%

Alison C. Reed

7 of 7

100%

Audit

6 of 6

100%

Michael E. Roach^(d)

4 of 4

100%

N/A

–

George D. Schindler

7 of 7

100%

N/A

–

Kathy N. Waller

7 of 7

100%

Audit

Special Committee

6 of 6

3 of 3

100%

Frank Witter

7 of 7

100%

Audit

6 of 6

100%

(a)	Mr. Boulanger is not included in this table as he was not a director in fiscal 2024.

(b)	Ms. Côté joined the Board of Directors on January 31, 2024. Ms. Côté was appointed as member of the Corporate Governance Committee and Human Resources Committee on January 31, 2024.

(c)	Mr. Imbeau resigned as a member of the Board of Directors on May 28, 2024.

(d)	Mr. Roach resigned as a member of the Board of Directors on March 31, 2024.

Share Ownership Guideline for Directors

CGI’s directors are required to hold Class A Shares or DSUs having a value of $300,000 within five years of their election or appointment to the Board of Directors pursuant to the Company’s share ownership guideline for directors. All directors currently comply with the ownership guideline. The share ownership on the part of the Company’s outside directors as at December 2, 2024, and the date on which their holdings must meet the minimum level of share ownership are set out in the following table.


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Outside Directors’ Share Ownership^(a)
Director^(b)	Fiscal Year	Number of Class A Shares		Number of DSUs		Total number of Class A Shares and DSUs		Total “at risk” value of Class A Shares and DSUs^(c)		Value of Class A Shares or DSUs to be acquired to meet minimum ownership level		Date by which minimum ownership level must be met
Sophie Brochu	2024		540		1,895		2,435	$	385,412
	2023		0		208		208	$	29,120		N/A		Complies with the ownership guideline
	Change		540		1,687		2,227	$	356,292				Complies with the ownership guideline

George A. Cope	2024		21,540		10,039		31,579	$	4,998,324				Complies with the ownership guideline
	2023		21,540		8,090		29,630	$	4,148,200		N/A
	Change		0		1,949		1,949	$	850,124

Jacynthe Côté^(d)	2024		1,000		1,127		2,127	$	336,662				Complies with the ownership guideline
	2023		0		0		0	$	0		N/A
	Change		1,000		1,127		2,127	$	336,662

Gilles Labbé	2024		7,246		38,205		45,451	$	7,193,984				Complies with the ownership guideline
	2023		7,246		36,458		43,704	$	6,118,560		N/A
	Change		0		1,747		1,747	$	1,075,424

Michael B. Pedersen	2024		24,350		16,290		40,640	$	6,432,499				Complies with the ownership guideline
	2023		24,350		14,543		38,893	$	5,445,020		N/A
	Change		0		1,747		1,747	$	987,479

Stephen S. Poloz	2024		0		4,852		4,852	$	767,975				Complies with the ownership guideline
Stephen S. Poloz	2023		0		4,096		4,096	$	573,440		N/A
	Change		0		756		756	$	194,535

Mary G. Powell	2024		0		4,291		4,291	$	679,179				Complies with the ownership guideline
	2023		0		3,261		3,261	$	456,540		N/A
	Change		0		1,030		1,030	$	222,639

Alison C. Reed	2024		3,000		0		3,000	$	474,840				Complies with the ownership guideline
	2023		3,000		0		3,000	$	420,000		N/A
	Change		0		0		0	$	54,840

Kathy N. Waller	2024		0		8,511		8,511	$	1,347,121				Complies with the ownership guideline
	2023		0		7,480		7,480	$	1,047,200		N/A		Complies with the ownership guideline
	Change		0		1,031		1,031	$	299,921

Frank Witter	2024		0		3,192		3,192	$	505,230				Complies with the ownership guideline
	2023		0		2,291		2,291	$	320,740		N/A
	Change		0		901		901	$	184,490

(a)	Fiscal 2024 information is provided as at December 2, 2024, and fiscal 2023 information is provided as at December 4, 2023.

(b)	Mr. Roach resigned as a member of the Board of Directors on March 31, 2024.

(c)	Based on the closing prices of the Company’s Class A Shares on the TSX on December 2, 2024 ($158.28) and December 4, 2023 ($140.00), respectively.

(d)	Ms. Côté was appointed as member of the Corporate Governance Committee and Human Resources Committee on January 31, 2024.

Availability and Workload

The Board of Directors has endorsed the Committee’s recommendation not to adopt formal guidelines on the number of boards or committees on which independent directors may sit on the basis that the contribution of each director to the work of the Board of Directors forms part of the Board of Directors’ self-assessment process and that arbitrary limits might not serve the interests of the Company.


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Some nominee directors are presently directors of other public companies, as shown in the table below:


Director	Public Company	Committee(s)

Sophie Brochu	CAE Inc. (TSX and NYSE) Compagnie de Saint-Gobain SA (Euronext Paris)	Member of the Governance Committee and of the Human Resources Committee Member of the Corporate Social Responsibility Committee

George A. Cope	Bank of Montreal (TSX, NYSE and NASDAQ)	Chair of the Board, Member of the Governance and Nominating Committee and of the Human Resources Committee

Jacynthe Côté	Royal Bank of Canada (TSX, NYSE and NASDAQ) Transcontinental Inc. (TSX)	Chair of the Board Lead Director and President of the Human Resources and Compensation Committee

Gilles Labbé	Héroux-Devtek Inc. (TSX)	Executive Chairman of the Board

Michael B. Pedersen	AtkinsRéalis (TSX)	Member of the Human Resources Committee and Chair of the Safety, Project Oversight and Technology Committee

Stephen S. Poloz	Enbridge Inc. (TSX and NYSE)	Chair of the Governance Committee and Member of the Safety and Reliability Committee

Mary G. Powell	Sunrun Inc. (NYSE)	–

Kathy N. Waller	Beyond Meat, Inc. (NASDAQ) Delta Air Lines, Inc. (NYSE)	Chair of the Audit Committee and Member of the Human Capital Management and Compensation Compensation Committee Chair of the Audit Committee and Member of the Corporate Governance Committee and of the Personnel & Compensation Committee

Frank Witter	Deutsche Bank AG (Frankfurt Stock Exchange and NYSE) Traton SE (Frankfurt Stock Exchange and Stockholm Stock Exchange)	Chairman of the Audit Committee and Member of the Supervisory Board Chairman of the Audit Committee and Member of the Supervisory Board

The Board of Directors and the Committee have determined that none of the nominee directors’ commitments impair their capacity to serve the Company, the Board of Directors or any standing committee effectively.

Conflicts of Interest

A process is in place for directors to annually acknowledge CGI’s Code of Ethics and Business Conduct in the same way as all our officers and CGI Partners do. All directors have also declared their interests in all other companies where they serve as directors or officers. The Board of Directors has endorsed the Committee’s recommendation to maintain the practice of having directors tender their resignation for consideration upon a major change in their principal occupation.

Director Orientation and Continuing Education Program

New Director Orientation

Each new director participates in a formal orientation program. The program consists of a detailed presentation of the Company’s current three-year strategic plan, coupled with a series of meetings between the new director and each of the Founder and Executive Chairman of the Board, the Lead Director, the President and Chief Executive Officer, the Chair of any standing committee to which the director will be assigned, and other key senior executives of the Company. Depending on the director’s experience and background and the results of the executive meetings, additional meetings may be scheduled. In addition to the executive briefings, new directors receive CGI’s Director Reference Materials, a comprehensive set of documents containing both public and non-public information concerning the Company, which includes detailed information in relation to the Company, its operations, financial condition and management structure; policies and public disclosure record; the work programs and minutes of past meetings of the Board of Directors and of its standing committees; biographies of CGI’s key senior executive officers; materials related to the director’s duties and responsibilities, including a summary of the Company’s insurance coverage for directors and officers liability; and the Company’s process for reporting transactions in its securities carried out by its reporting insiders.

Continuing Education Program

In addition to the formal orientation program, the directors participate in a continuing education program which provides “in-depth” information on key issues relating to the Company’s business, including the material risks the Company faces and recent developments in the global information technology market. Detailed presentations are also made to the standing committees on technical subjects such as the application of key accounting principles in the preparation of the Company’s financial statements, corporate governance rules and practices, and trends in executive officers’ and directors’ compensation.


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Directors also receive updates on business and governance initiatives as well as responses to questions raised by the members of the Board of Directors from time to time. Directors who wish to do so may make arrangements with the Corporate Secretary to participate, at CGI’s expense, in board-level industry associations or conferences, to attend continuing education courses that are relevant to their role as a director of the Company or otherwise to pursue activities that contribute in a meaningful way to the value they bring to the Board of Directors.

All members of the Board of Directors are invited to attend CGI’s annual Leadership Conference, a key part of the Company’s strategic planning cycle and can participate in sessions of CGI’s Leadership Institute management professional development program, including CGI 101, an immersive learning program for CGI leaders conducted over five days, covering all aspects of the Company’s business.

2024 Continuing Education Presentations

The following table lists key presentations that were made available to directors of the Company in fiscal 2024 by CGI management:



Date	Presentation Topic	Attendance

November 2023	CGI’s Metro Model and Merger Sourcing Approach	Board of Directors

November 2023	U.S. Commercial and State Government	Board of Directors

April 2024	Corporate Governance Practices	Corporate Governance Committee

April 2024	Diversity, Equity and Inclusion	Human Resources Committee

April 2024	CGI Intelligent Solutions	Board of Directors

June 2024	Leadership Conference	Board of Directors

July 2024	Use of Cash	Board of Directors and Audit and Risk Management Committee

July 2024	Large Managed Services Project	Audit and Risk Management Committee

September 2024	Conditions for Successful Investments in Publicly Traded Companies	Board of Directors

September 2024	ESG Strategies, Objectives, Policies and Practices	Corporate Governance Committee

September 2024	Best Equilibrium Between CGI’s Three Stakeholders	Corporate Governance Committee

September 2024	Policy Framework	Audit and Risk Management Committee

September 2024	Business Solutions and Software Internally Developed Capitalization Policy	Audit and Risk Management Committee

Self-Assessment and Peer Review

The Lead Director, in concert with the Committee, coordinates an annual self-assessment of the effectiveness of the Board of Directors as a whole and of its standing committees, which includes a peer review of the independent directors. The Committee is also responsible for establishing the competencies, skills and qualities it seeks in new Board members and directors are assessed against the contribution they are expected to make by way of a questionnaire.

Once responses are received, the Lead Director compiles and analyses the results and discusses the self-assessments, including director peer reviews, with each director. Following one-on-one discussions with directors, the Lead Director reviews the overall results of the annual self-assessment process, with the Founder and Executive Chairman of the Board and the Co-Chair of the Board. The Committee then meets to review the results of the annual self-assessment process, including director peer reviews, and subsequently presents the final results to the Board of Directors for discussion.

The Board of Directors annually reviews the assessment of its performance and the recommendations provided by the Committee with the objective of increasing the Board’s effectiveness in carrying out its responsibilities. The Board of Directors takes appropriate action based on the results of the review process.

Retirement Age and Director Term Limits

The Board of Directors has endorsed the Committee’s recommendation not to adopt a formal retirement age or term limits for directors.

CGI’s success is due in large measure to the Company’s experience and expertise in the vertical markets in which it operates. The selection criteria for CGI’s Board of Directors, which are explained earlier in this document under the heading Expertise and Financial and Operational Literacy, recognize this and are designed to ensure that the Company has subject matter experts on the Board of Directors who can effectively provide intelligence, experience, expertise, and business and operational insight into each of the Company’s vertical markets. Imposing a term limit or an arbitrary retirement age would unnecessarily expose the Company to losing valuable expertise and insight that could not be easily replaced. The Committee and the Board of Directors are therefore of the view that a mandatory retirement age or term limits might arbitrarily and needlessly deprive the Board of Directors of valuable talent.

As with the other aspects of CGI’s corporate governance practices, term limits and formal retirement age for directors are considered on a regular basis by the Board of Directors. In the event of a vote, the directors who would be affected if such


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limits were adopted withdraw from the meeting and abstain from voting on the matter. The Board of Directors believes that the effectiveness of this approach to board renewal is proven as 60% of the independent nominee directors were not directors five years ago.

Nomination Process for the Board of Directors and Executive Officers

Board of Directors

The shareholders are responsible for electing CGI’s directors. The responsibility for proposing candidates for election by the shareholders lies with the Board of Directors, which relies on the recommendations of the Committee.

Based on the results of the Board of Directors self-evaluation and director review process (see the heading Self-Assessment and Peer Review earlier in this document) and, from time to time, on its own assessment of the needs of the Company, the Committee may recommend that the composition of the Board of Directors or its standing committees be varied in order to continue to serve the best interests of the Company and to ensure an appropriate succession of directors. By way of example, when it is appropriate to do so, additional directors may be appointed to committees so that knowledge is transmitted to new members to facilitate a smooth transition as standing committee composition evolves.

When changes to the composition of the Board of Directors are required, potential candidates are identified either through referrals from directors or senior management, or with the assistance of third parties. The selection of nominees from among the potential candidates is based on the candidate’s expertise and knowledge in the vertical markets in which the Company operates and their operational and financial literacy based on the Board of Directors’ skills matrix (see the heading Expertise and Financial and Operational Literacy earlier in this document), taking into account criteria that promote diversity, including gender (with the objective of having a Board of Directors composed of at least 30% of women), ethnicity, age, race, disability, experience and geographical representation. The Committee, the Founder and Executive Chairman of the Board, the Co-Chair of the Board and the Lead Director consult with each other with respect to the actions to be taken and the necessary steps are then taken to interview the candidates and confirm their willingness to serve on the Board of Directors.

Once the selection of candidates is completed, the Committee recommends to the Board of Directors that the candidate or candidates be either appointed by the Board of Directors if there is a vacancy to be filled or if there is a need to increase the size of the Board of Directors, or be nominated for election at the next Annual General Meeting of Shareholders.

Six out of fourteen (or 43%) of CGI’s nominee directors are women. As previously mentioned (see the heading Corporate Governance and Diversity earlier in this document), the charters of the Board of Directors and of the Corporate Governance Committee include the Company’s objective of having a Board of Directors of which at least 30% are women. CGI is very proud to have exceeded this objective and we will continue to monitor our progress.

Succession Planning for Executive Officers

Succession planning is a priority of the Board of Directors as part of its responsibility to ensure that CGI has a robust pipeline of leaders at executive and management levels, including for the President and Chief Executive Officer position. As provided in its charter, the Board of Directors oversees the succession planning, including the appointment, training and monitoring, of senior management. The Human Resources Committee plays a key role in supporting the Board of Directors in its oversight of talent management and succession planning by reviewing annually the succession plan for the Chief Executive Officer and other executive roles. The Human Resources Committee also provides annually a report to the Board of Directors on succession planning, which identifies key talent and potential successors’ capabilities, the roles that they can assume in the future and the development programs required to prepare them for these roles.

The charter of the Human Resources Committee also provides that in identifying potential candidates for appointment as executive officers, the Human Resources Committee will consider the diversity of the executive team’s background, including in terms of gender, ethnicity, race, disability, age and experience. The Company has not set a specific target regarding the representation of women in executive officer positions, but rather aspires to achieve the same level of diversity representation at the leadership levels as the Company’s population as a whole. This is due to the limited size and the low turnover rate of its executive team. The Company mainly focuses its efforts on succession planning to ensure a pipeline of diverse and qualified candidates for future leadership roles. As at the date of this Management Proxy Circular, eight out of twenty-six (or 30.8%) of the Company’s current executive officers, were women. In addition, a total of 21 women occupy senior management positions, which represents approximately 19.6% of the Company’s total number of senior managers.

Board of Directors Participation in Strategic Planning

The Board of Directors is directly and closely involved in the preparation and approval of CGI’s rolling three-year strategic plan which is reviewed and assessed annually by the Board of Directors.

CGI has adopted a consultative process for budgeting and strategic planning in order to ensure that the resulting business plan is as closely attuned as possible to maximizing the Company’s business opportunities and mitigating operational and other risks. The Board of Directors receives a detailed briefing early in the planning process covering all aspects of CGI’s strategic planning so that the directors are in a position to contribute to the process in a meaningful way before the final business plan has taken shape.

In keeping with CGI’s three-year rolling strategic planning process, the strategic plan begins with the initiatives, directions and priorities identified at the business unit level by the Company’s management team that are shared at the Company’s


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annual Leadership Conference. The Company’s rolling three-year strategic plan was presented to the directors in July for review and discussion. The Company’s fiscal 2025 business plan and budget was presented to, and approved by, the Board of Directors in September. The rolling three-year planning process provides a meaningful opportunity for the directors to contribute to the strategic planning process. In addition to the formal planning process, every Board of Directors meeting agenda features a standing item that serves as a forum for continuing free-ranging discussion between the Board of Directors and management in relation to the Company’s strategic direction.

Guidelines on Timely Disclosure of Material Information

CGI has adopted Guidelines on Timely Disclosure of Material Information (the “Disclosure Guidelines”) whose purpose is to ensure that communications with the investment community, regulators, the media and the general public about the Company, particularly in respect of material information, are timely, accurate, broadly released in accordance with, and otherwise responsive to, all applicable legal and regulatory requirements.

Under the Disclosure Guidelines, the Board of Directors has the responsibility to oversee the Company’s compliance with its continuous and timely disclosure obligations. The Board of Directors believes that it is management’s role to communicate on behalf of the Company with its shareholders and the investment community. The Company maintains an effective investor relations process to respond to shareholder questions and concerns. The Company also adopted the SPMF (which stands for Shareholder Partnership Management Framework, as defined under the heading CGI’s Shareholders earlier in this document), which structures the processes and how information flows between CGI and the investment community, including both buy-side (institutional investor) and sell-side (investment dealer) research analysts. CGI obtained an ISO 9001 certification for the application of the SPMF in the Company’s operations.

The Board of Directors reviews and, where required, approves statutory disclosure documents prior to their dissemination to the market and to the Company’s shareholders.

Codes of Ethics

CGI’s Codes of Ethics are attached as Appendix A to CGI’s 2024 Annual Information Form which is available on the Canadian Securities Administrators’ website at www.sedarplus.ca and on CGI’s website at www.cgi.com. A copy of the 2024 Annual Information Form will be provided to shareholders by CGI upon request.

The Codes of Ethics are comprised of CGI’s Code of Ethics and Business Conduct, which applies to all CGI Partners, officers and directors (and which incorporates CGI’s Anti-Corruption Policy); CGI’s Executive Code of Conduct, which supplements the Code of Ethics and Business Conduct for certain officers; and CGI’s Third Party Code of Ethics.

The Board of Directors monitors compliance with the Codes of Ethics and is, under its charter, responsible for any waivers of their provisions granted to directors or officers. No such waivers have been granted to date. The Corporate Governance Committee is principally responsible for the annual review of the Codes of Ethics, overseeing compliance therewith, reviewing any request for a waiver from their application, and making recommendations on these matters to the Board of Directors.

Under the terms of the Code of Ethics and Business Conduct, all of CGI Partners are required to comply with its content and to assist with its application. In particular, the Code of Ethics and Business Conduct requires that incidents be reported to human resources, legal departments, management, CGI’s Ethics Hotline, CGI’s Ethics Inbox or alternatively to any officer of the Company, especially when mandated by the Code of Ethics.

Similarly, under the terms of the Third Party Code of Ethics, all of CGI’s business partners, including but not limited to, its primes, subcontractors, independent contractors, consultants, distributors, licensees, suppliers and other agents, must ensure that they understand and adhere to the Company’s commitment to integrity and high standards of business conduct.

The Board of Directors has established procedures approved by the Audit and Risk Management Committee for the receipt, retention, and treatment of ethical incidents relating to, among others, accounting, internal accounting control or auditing matters, discrimination and harassment, corruption, bribery and data privacy, as well as any other potential breaches of the Codes of Ethics. In that regard, the Company adopted an Ethics Reporting Policy, which allows anyone who wishes to submit a report to do so via reporting hotline and secure website managed by a third party that ensures that reporters who wish to preserve their anonymity are able to do so with confidence, as allowable by law. The Audit and Risk Management Committee is primarily responsible for the review and oversight of these incident reports. A quarterly report is provided by management to the Audit and Risk Management Committee.

An integration program has been designed for new CGI Partners to become familiar with CGI’s policies, including CGI’s Ethics and Compliance policies, and their responsibilities as CGI Partners. In order to ensure that all CGI Partners are aware of the importance that the Company attaches to compliance with the Code of Ethics and Business Conduct, each new CGI Partner is informed of its content and the process for reporting ethical incidents, and is required to undertake in writing to comply with its provisions and to renew such undertaking on an annual basis. CGI’s Leadership Institute also provides new managers with an intensive curriculum of courses designed to allow them to become familiar with CGI’s methods of operation and its policies, including the Code of Ethics and Business Conduct and the process for reporting incidents. In addition, the Company provides an internet portal for all its CGI Partners to access the Company’s policies, including the Codes of Ethics and the process for reporting ethical incidents.


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These measures are in addition to quarterly reports prepared by the internal audit department for the Audit and Risk Management Committee, the internal controls review function and the legal department. These quarterly reports may include reports of breaches of the Codes of Ethics when such breaches are raised in internal audit mandates or in claims made against the Company.

In addition to CGI’s Code of Ethics and Business Conduct, CGI’s principal executive and financial officers, including the Founder and Executive Chairman of the Board, the President and Chief Executive Officer, the Co-Chair of the Board and the Executive Vice-President and Chief Financial Officer, the principal accounting officer or controller, and other persons performing similar functions, are subject to CGI’s Executive Code of Conduct which they are required to review and acknowledge on an annual basis.

CGI Federal Inc., the Company’s operating subsidiary that provides services to the U.S. Federal government, has adopted separate policies and procedures to comply with specific requirements under U.S. Federal government procurement laws and regulations.

Report of the Audit and Risk Management Committee

The Audit and Risk Management Committee of the Board of Directors is composed entirely of independent directors who meet the independence and experience requirements of National Instrument 52-110 – Audit Committees adopted by the Canadian securities regulators as well as those of the NYSE and of the SEC.

The Committee is composed of Messrs. Gilles Labbé, Chair of the Committee, Stephen S. Poloz and Frank Witter, and Mses. Alison C. Reed and Kathy N. Waller. The Committee held six regular meetings during fiscal 2024. Mr. Labbé’s role and responsibilities as Chair of the Committee are described earlier in this document in the report of the Corporate Governance Committee under the heading Role and Responsibilities of the Lead Director and Standing Committee Chairs.

The role and responsibilities of the Committee are contained in the Committee’s charter, which is incorporated by reference in this Management Proxy Circular (see the heading Mandate, Structure and Composition of the Board of Directors) and is available on the Canadian Securities Administrators’ website at www.sedarplus.ca and on CGI’s website at www.cgi.com. The role and responsibilities of the Committee include:

●

reviewing all public disclosure documents containing audited or unaudited financial information concerning CGI;

●

identifying and examining the financial and operating risks to which the Company is exposed, reviewing the various policies and practices of the Company that are intended to manage those risks, and reporting on a regular basis to the Board of Directors concerning risk management;

●

reviewing and assessing the effectiveness of CGI’s accounting policies and practices concerning financial reporting;

●

reviewing and monitoring CGI’s internal control procedures, programs and policies and assessing their adequacy and effectiveness;

●

reviewing the adequacy of CGI’s internal audit resources including the mandate and objectives of the internal auditor;

●

recommending to the Board of Directors the appointment of the external auditor, asserting the external auditor’s independence, reviewing the terms of its engagement, conducting an annual auditor performance assessment, and pursuing ongoing discussions with it;

●

reviewing all related party transactions in accordance with the rules of IFRS Accounting Standards and applicable laws and regulations;

●

reviewing the audit procedures including the proposed scope of the external auditor examinations;

●

reviewing the Company’s data privacy policies, practices, risks and exposures, including any potential impact on the Company;

●

reviewing the Company’s security and cybersecurity policies, practices, risks and exposures, including any potential impact on the Company; and

●

performing such other functions as are usually attributed to audit committees or as directed by the Board of Directors.

External Auditor

The Committee is required to assert the independence of CGI’s external auditor, addresses the applicable criteria with the external auditor and obtains yearly confirmations from it as to its independence.

Auditor Independence Policy

In order to satisfy itself as to the independence of the external auditor, the Committee has adopted an auditor independence policy which covers (a) the services that may and may not be performed by the external auditor, (b) the governance procedures to be followed prior to retaining services from the external auditor, and (c) the responsibilities of management and the Committee. The following is a summary of the material provisions of the policy.


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Performance of Services

Services are either acceptable services or prohibited services.

The acceptable services are audit and review of financial statements, prospectus work, the audit of pension plans, special audits on control procedures, tax planning services on mergers and acquisitions activities, due diligence relating to mergers and acquisitions, tax services related to transfer pricing, sales tax planning and returns, research and interpretation related to taxation, research relating to accounting issues, tax planning services, preparation of tax returns, and all other services that are not prohibited services. The prohibited services are: bookkeeping services, the design and implementation of financial information systems, appraisal or valuation services or fairness opinions, actuarial services, internal audit services, management functions, human resources functions, broker-dealer services, legal services, services based on contingency fees, and expert services.

Governance Procedures

The following control procedures are applicable when considering whether to retain the external auditor services:

For all services falling within the permitted services category, whether they are audit or non-audit services, a request for approval must be submitted to the Committee through the Executive Vice-President and Chief Financial Officer prior to engaging the auditor to perform the services.

In the interests of efficiency, certain permitted services are pre-approved quarterly by the Committee and thereafter only require approval by the Executive Vice-President and Chief Financial Officer as follows:

●

The Committee can pre-approve envelopes for certain services to pre-determined dollar limits on a quarterly basis;

●

Once pre-approved by the Committee, the Executive Vice-President and Chief Financial Officer may approve the services prior to the engagement;

●

For services not captured within the pre-approved envelopes and for costs in excess of the pre-approved amounts, separate requests for approval must be submitted to the Committee; and

●

At each meeting of the Committee, a consolidated summary of all fees by service type is presented including a breakdown of fees incurred within each of the pre-approved envelopes.

Management and Committee Responsibilities

Management and the Committee are the Company’s two key participants for the purposes of the Company’s Auditor Independence Policy. The primary responsibilities of management are creating and maintaining a policy that follows applicable auditor independence standards, managing compliance with the policy, reporting to the Committee all mandates to be granted to the external auditor, and monitoring and approving services to be performed within the pre-approved envelopes.

The primary responsibilities of the Committee are nominating the external auditor for appointment by the Company’s shareholders, approving fees for audit services, approving the Auditor Independence Policy and amendments thereto, monitoring management’s compliance with the policy, obtaining yearly confirmations of independence from the external auditor, monitoring audit partner rotation requirements, monitoring the twelve month “cooling off” period when hiring members of the audit engagement team in a financial reporting oversight role, reviewing the appropriateness of required audit fee disclosure, interpreting the Auditor Independence Policy, and approving all mandates of the auditor or pre-approving envelopes for specific services.

Under the Auditor Independence Policy, the Committee has the ultimate responsibility to assert the independence of CGI’s external auditor.

Annual External Auditor Assessment

The Committee performs an annual assessment process to assist in making its recommendation to the Board of Directors in relation to the appointment of the Company’s external auditors. For fiscal 2025, the process was initiated in November and was completed prior to the Committee’s recommendation relating to the appointment of the Company’s external auditors that was made in December 2024.

The annual external auditors’ assessment is based on the recommendations of Chartered Professional Accountants Canada in collaboration with the Canadian Public Accountability Board. The process is expected to provide an additional element of structure for the Committee in making its recommendation and to help in identifying areas for improvement for the external audit firm and the Company’s audit processes.


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Fees of the External Auditor

During the years ended September 30, 2024 and 2023, CGI’s external auditor invoiced the following fees for its services:


	Fees billed
Service retained	2024		2023

Audit fees		$8,314,936		$7,990,697

Audit related fees^(a)		$687,897		$515,298

Tax fees^(b)		$ 1,837,811		$714,545

All other fees^(c)		$14,385		$23,325

Total fees billed		$10,855,029		$9,243,865

(a)	The audit related fees billed by the external auditor for the fiscal years ended September 30, 2024, and September 30, 2023, were primarily in relation to service organization control procedures audits and assistance.

(b)	The tax fees billed by the external auditor for the fiscal years ended September 30, 2024, and September 30, 2023, were in relation to tax compliance and advisory services.

(c)	The other fees billed by the external auditor for the fiscal year ended September 30, 2024 and September 30, 2023, were mainly in relation to a license to access a certain web-based platform.

Related Party Transactions

The Committee is responsible under its charter for reviewing and making recommendations to the Board of Directors in relation to any transaction in which a director or a member of senior management has an interest. To the extent that it is necessary to do so, the Committee may retain outside advisors to assist it in reviewing related party transactions.

For more important transactions, the Board of Directors generally establishes a special committee made up entirely of independent directors that is mandated to review the transaction and to make a recommendation to the Board of Directors. Such committee may retain independent legal and financing advisors to assist in reviewing the transaction.

Whether it is the Committee or a special committee, the committee mandated with reviewing the transaction tables its report with the Board of Directors and it is the Board of Directors that has the responsibility of approving the transaction if it determines that it is appropriate to do so.

A special committee was established in fiscal 2024 in connection with the Related Party Transaction described earlier in this document (see the headings Normal Course Issuer Bid and Special Committee of the Board of Directors earlier in this document).

Other Business to Be Transacted at the Annual General Meeting of Shareholders

Management of the Company is not aware of any matter to be submitted at the Meeting other than the matters set forth in the Notice of Meeting. Every proxy given to any person in the form of proxy that accompanied the Notice of Meeting will confer discretionary authority with respect to amendments or variations to the items of business identified in the Notice of Meeting and with respect to any other matters that may properly come before the Meeting.

Additional Information

The Company will provide to any person, upon request to the Corporate Secretary, a copy of this Management Proxy Circular, together with one copy of any document, or the pertinent pages of any document, incorporated by reference in this Management Proxy Circular.

Additional financial and other information relating to the Company is included in its 2024 Annual Audited and Quarterly Unaudited Consolidated Financial Statements, annual and quarterly Management’s Discussion and Analysis of Financial Position and Results of Operations and other continuous disclosure documents which are available on the Canadian Securities Administrators’ website at www.sedarplus.ca and on EDGAR at www.sec.gov. For additional copies of this Management Proxy Circular, for a copy of the Company’s Notice of Intention in relation to its NCIB, or other financial information, please contact Investor Relations by sending an e-mail to ir@cgi.com, by visiting the Investors section on the Company’s website at www.cgi.com, or by contacting us by mail or phone:

Investor Relations

CGI Inc.

1350 René-Lévesque Boulevard West

20^th Floor

Montréal, Quebec, Canada

H3G 1T4

Tel.: +1-514-841-3200


© CGI Inc.		2024 MANAGEMENT PROXY CIRCULAR		52

Shareholder Proposal

The Company received a shareholder proposal for inclusion in this Management Proxy Circular for which the text is reproduced in Appendix C hereto. The text of such proposal has not been modified, except that the proposal has been translated from its original version. Due to the national strike by the Canadian Union of Postal Workers, CGI asked MÉDAC not to present the shareholder proposal for a vote at the Meeting. CGI made this request to MÉDAC as Blanket Order 51-931, adopted by the Autorité des marchés financiers and securities commissions in other Canadian jurisdictions, which provides exemptions from certain requirements relating to the sending of proxy-related materials to shareholders, may not be applicable to a meeting at which a shareholder proposal is submitted to a vote. Given the logistical difficulty and significant costs associated with sending proxy-related materials via private courier companies, and the fact that CGI would potentially be unable to benefit from the exemption provided in Blanket Order 51-931 otherwise, MÉDAC has agreed not to present the shareholder proposal for a vote at the Meeting. Although the shareholder proposal will not be presented at the Meeting for a vote: (i) the shareholder proposal and the Board of Directors response are nevertheless reproduced in Appendix C hereto, and (ii) the Company has agreed to present and hold a vote on the shareholder proposal at its next annual meeting of its shareholders without the requirement of MÉDAC resubmitting the proposal and notwithstanding any regulatory delays to do so.

To propose any matter for a vote by the shareholders at an annual meeting of CGI, a shareholder must send a proposal to the Corporate Secretary at CGI’s office at 1350 René-Lévesque Boulevard West, 25^th Floor, Montréal, Quebec, Canada, H3G 1T4, Attention: Corporate Secretary, at least 90 days before the anniversary date of the notice for the previous year’s annual meeting. Proposals for CGI’s 2025 annual meeting must be received no later than September 3, 2025. CGI may omit any proposal from its Management Proxy Circular and annual meeting for a number of reasons under applicable regulation. Notwithstanding the foregoing, the shareholder proposal in Appendix C hereto shall be deemed to have been received and will be presented for a vote at CGI’s 2025 annual meeting.

Approval by the Directors

The Board of Directors has approved the content and the delivery of this Management Proxy Circular.

LOGO

Serge Godin

Founder and Executive Chairman of the Board


53		2024 MANAGEMENT PROXY CIRCULAR		© CGI Inc.

Appendix A

Stock Options and Share-Based Awards Held by Named Executive Officers

The following tables show all outstanding stock options (referred to as option-based awards) and PSUs (referred to as share-based awards) held by the Named Executive Officers as at September 30, 2024.

Option-based Awards

Share-based Awards

Name and title

Number of
securities
underlying
unexercised
options^(a)

(#)

Option
exercise
price

($)

Option

expiration date

Value of
unexercised
in-the-money
options^(b)

($)

Number of
shares or units
of shares that
have not
vested^(c)

(#)

Market or
payout value of
share-based
awards that
have not
vested^(b)(d)

($)

Market or payout
value of vested
share-based
awards not paid
out or distributed

($)

Serge Godin

Founder and

Executive

Chairman of the

Board

344,308

53,581,211

Total:

344,308

53,581,211

Option-based Awards

Share-based Awards

Name and title

Number of
securities
underlying
unexercised
options^(a)

(#)

Option
exercise
price

($)

Option

expiration date

Value of
unexercised
in-the-money
options^(b)

($)

Number of
shares or units
of shares that
have not
vested^(c)

(#)

Market or
payout value of
share-based
awards that
have not
vested^(b)(d)

($)

Market or payout
value of vested
share-based
awards not paid
out or distributed

($)

George D. Schindler^(e)

289,721

63.23

September 26, 2026

26,767,323

301,724

47,204,437

President and

168,884

63.23

September 24, 2027

15,603,193

Chief Executive

Officer

194,836

85.62

September 22, 2028

13,638,520

Total:

56,009,036

301,724

47,204,437

Option-based Awards

Share-based Awards

Name and title

Number of
securities
underlying
unexercised
options^(a)

(#)

Option
exercise
price

($)

Option

expiration date

Value of
unexercised
in-the-money
options^(b)

($)

Number of
shares or units
of shares that
have not
vested^(c)

(#)

Market or
payout value of
share-based
awards that
have not
vested^(b)(d)

($)

Market or payout
value of vested
share-based
awards not paid
out or distributed

($)

Steve Perron

1,800

63.23

September 24, 2027

166,302

18,769

2,920,832

Executive Vice-

President and

Chief Financial

Officer

4,770

85.62

September 22, 2028

333,900

Total:

500,202

18,769

2,920,832

Option-based Awards

Share-based Awards

Name and title

Number of
securities
underlying
unexercised
options^(a)

(#)

Option
exercise
price

($)

Option

expiration date

Value of
unexercised
in-the-money
options^(b)

($)

Number of
shares or units
of shares that
have not
vested^(c)

(#)

Market or
payout value of
share-based
awards that
have not
vested^(b)(d)

($)

Market or payout
value of vested
share-based
awards not paid
out or distributed

($)

François Boulanger^(f)

97,127

63.23

September 26, 2026

8,973,564

82,933

12,906,033

President and

Chief Operating

Officer

53,725

59,260

63.23

85.62

September 24, 2027

September 22, 2028

4,963,653

4,148,200

Total:

18,085,417

82,933

12,906,033


© CGI Inc.		2024 MANAGEMENT PROXY CIRCULAR		54

Option-based Awards

Share-based Awards

Name and title

Number of
securities
underlying
unexercised
options^(a)

(#)

Option
exercise
price

($)

Option

expiration date

Value of
unexercised
in-the-money
options^(b)

($)

Number of
shares or units
of shares that
have not
vested^(c)

(#)

Market or
payout value of
share-based
awards that
have not
vested^(b)(d)

($)

Market or payout
value of vested
share-based
awards not paid
out or distributed

($)

Jean-Michel Baticle

58,500

48.16

September 22, 2025

6,286,410

60,479

9,411,742

President and

Chief Operating

Officer, and

President,

Western and

Southern Europe

29,855

85.62

September 22, 2028

2,089,850

Total:

8,376,260

60,479

9,411,742

(a)	Shows stock options held as at September 30, 2024. Please refer to the headings Long Term Incentive Plan Awards in Fiscal 2024 and Performance Factors and Vesting Conditions earlier in this document for an explanation of stock options and performance factors.

(b)	Based on $155.62, the closing price of the Company’s Class A Shares on the TSX on September 30, 2024, the last trading day in fiscal 2024.

(c)

Shows PSUs held as at September 30, 2024, and which have not vested, as part of the Named Executive Officers’ target compensation for fiscal 2024 and for which performance-based vesting was only determined after September 30, 2024. Please refer to the headings Long Term Incentive Plan Awards in Fiscal 2024 and Performance Factors and Vesting Conditions earlier in this document for an explanation of PSU awards in fiscal 2024 and performance factors.

(d)

Shows the market value for the aggregate number of PSUs held as at September 30, 2024, and which had not vested, as indicated in footnote (c) above. For Messrs. Godin, Perron, Boulanger and Baticle, the market value was calculated based on $155.62, the closing price of the Company’s Class A Shares on the TSX on September 30, 2024, the last trading day in fiscal 2024. For Mr. George D. Schindler, the market value was calculated using the closing price of the Company’s Class A Shares on the NYSE on September 30, 2024, multiplied by the average foreign exchange rates used for financial reporting purposes on page 18 of the Management’s Discussion and Analysis for the years ended September 30, 2024 and 2023.

(e)	Mr. Schindler retired as President and Chief Executive Officer on September 30, 2024, and now acts as a Special Advisor to the Founder and Executive Chairman of the Board. He will continue to serve on the Board of Directors.

(f)	Mr. Boulanger was appointed President and Chief Executive Officer effective October 1, 2024.


55		2024 MANAGEMENT PROXY CIRCULAR		© CGI Inc.

Appendix B

Stock Options and Share-Based Awards Held by Directors

The following tables show all outstanding stock options (referred to as option-based awards) held by the members of the Board of Directors who are not Named Executive Officers as at September 30, 2024, as well as the in-the-money value of such stock options. For outside members of the Board of Directors, the following tables also show the market value of outstanding and vested DSUs (referred to as share-based awards) granted in respect of fiscal 2024 and previous fiscal years. For more information, please refer to the headings Stock Options Held by Directors and Deferred Stock Units Plan and Deferred Stock Units Granted to Directors earlier in this document. All DSUs are fully vested at the time of issuance.

The corresponding information for directors who are also Named Executive Officers may be found in Appendix A.

Option-based Awards

Share-based Awards

Name

Number of
securities
underlying
unexercised
options^(a)

(#)

Option
exercise
price

($)

Option

expiration date

Value of
unexercised
in-the-money
options^(b)

($)

Number of
shares or units
of shares that
have not vested

(#)

Market or
payout value of
share-based
awards that
have not vested

($)

Market or payout
value of vested
share-based
awards not paid
out or
distributed^(b)(c)

($)

Sophie Brochu

N/A

294,992

Total:

294,992

Option-based Awards

Share-based Awards

Name

Number of
securities
underlying
unexercised
options^(a)

(#)

Option
exercise
price

($)

Option

expiration date

Value of
unexercised
in-the-money
options^(b)

($)

Number of
shares or units
of shares that
have not vested

(#)

Market or
payout value of
share-based
awards that
have not vested

($)

Market or payout
value of vested
share-based
awards not paid
out or
distributed^(b)(c)

($)

George A. Cope

N/A

1,562,279

Total:

1,562,279

Option-based Awards

Share-based Awards

Name

Number of
securities
underlying
unexercised
options^(a)

(#)

Option
exercise
price

($)

Option

expiration date

Value of
unexercised
in-the-money
options^(b)

($)

Number of
shares or units
of shares that
have not vested

(#)

Market or
payout value of
share-based
awards that
have not vested

($)

Market or payout
value of vested
share-based
awards not paid
out or
distributed^(b)(c)

($)

Jacynthe Côté^(d)

N/A

175,460

Total:

175,460

Option-based Awards

Share-based Awards

Name

Number of
securities
underlying
unexercised
options^(a)

(#)

Option
exercise
price

($)

Option

expiration date

Value of
unexercised
in-the-money
options^(b)

($)

Number of
shares or units
of shares that
have not vested

(#)

Market or
payout value of
share-based
awards that
have not vested

($)

Market or payout
value of vested
share-based
awards not paid
out or
distributed^(b)(c)

($)

Julie Godin

26,000

48.16

September 22, 2025

2,793,960

63,706

9,913,928

50,639

63.23

September 26, 2026

4,678,537

28,293

63.23

September 24, 2027

2,613,990

29,056

85.62

September 22, 2028

2,033,920

Total:

12,120,407

63,706

9,913,928


© CGI Inc.		2024 MANAGEMENT PROXY CIRCULAR		56

Option-based Awards

Share-based Awards

Name

Number of
securities
underlying
unexercised
options^(a)

(#)

Option
exercise
price

($)

Option

expiration date

Value of
unexercised
in-the-money
options^(b)

($)

Number of
shares or units
of shares that
have not vested

(#)

Market or
payout value of
share-based
awards that
have not vested

($)

Market or payout
value of vested
share-based
awards not paid
out or
distributed^(b)(c)

($)

André Imbeau^(e)

16,603

63.23

September 26, 2026

1,533,951

17,525

63.23

September 24, 2027

1,619,135

14,916

85.62

September 22, 2028

1,044,120

6,350

110.73

November 30, 2029

285,052

11,023

97.84

December 6, 2030

636,909

7,264

110.10

December 5, 2031

330,657

11,940

110.10

December 5, 2031

543,509

Total:

5,993,333

Option-based Awards

Share-based Awards

Name

Number of
securities
underlying
unexercised
options^(a)

(#)

Option
exercise
price

($)

Option

expiration date

Value of
unexercised
in-the-money
options^(b)

($)

Number of
shares or units
of shares that
have not vested

(#)

Market or
payout value of
share-based
awards that
have not vested

($)

Market or payout
value of vested
share-based
awards not paid
out or
distributed^(b)(c)

($)

Gilles Labbé

1,214

47.36

January 21, 2025

131,428

5,945,590

1,014

56.69

April 15, 2025

100,315

1,129

50.94

July 22, 2025

118,184

1,203

47.81

October 14, 2025

129,695

Total:

479,622

5,945,590

Option-based Awards

Share-based Awards

Name

Number of
securities
underlying
unexercised
options^(a)

(#)

Option
exercise
price

($)

Option

expiration date

Value of
unexercised
in-the-money
options^(b)

($)

Number of
shares or units
of shares that
have not vested

(#)

Market or
payout value of
share-based
awards that
have not vested

($)

Market or payout
value of vested
share-based
awards not paid
out or
distributed^(b)(c)

($)

Michael B. Pedersen

N/A

2,535,121

Total:

2,535,121

Option-based Awards

Share-based Awards

Name

Number of
securities
underlying
unexercised
options^(a)

(#)

Option
exercise
price

($)

Option

expiration date

Value of
unexercised
in-the-money
options^(b)

($)

Number of
shares or units
of shares that
have not vested

(#)

Market or
payout value of
share-based
awards that
have not vested

($)

Market or payout
value of vested
share-based
awards not paid
out or
distributed^(b)(c)

($)

Stephen S. Poloz

N/A

755,126

Total:

755,126

Option-based Awards

Share-based Awards

Name

Number of
securities
underlying
unexercised
options^(a)

(#)

Option
exercise
price

($)

Option

expiration date

Value of
unexercised
in-the-money
options^(b)

($)

Number of
shares or units
of shares that
have not vested

(#)

Market or
payout value of
share-based
awards that
have not vested

($)

Market or payout
value of vested
share-based
awards not paid
out or
distributed^(b)(c)

($)

Mary G. Powell

N/A

625,189

Total:

625,189


57		2024 MANAGEMENT PROXY CIRCULAR		© CGI Inc.

Option-based Awards

Share-based Awards

Name

Number of
securities
underlying
unexercised
options^(a)

(#)

Option
exercise
price

($)

Option

expiration date

Value of
unexercised
in-the-money
options^(b)

($)

Number of
shares or units
of shares that
have not vested

(#)

Market or
payout value of
share-based
awards that
have not vested

($)

Market or payout
value of vested
share-based
awards not paid
out or
distributed^(b)(c)

($)

Alison C. Reed

N/A

Total:

Option-based Awards

Share-based Awards

Name

Number of
securities
underlying
unexercised
options^(a)

(#)

Option
exercise
price

($)

Option

expiration date

Value of
unexercised
in-the-money
options^(b)

($)

Number of
shares or units
of shares that
have not vested

(#)

Market or
payout value of
share-based
awards that
have not vested

($)

Market or payout
value of vested
share-based
awards not paid
out or
distributed^(b)(c)

($)

Michael E. Roach^(f)

N/A

Total:

Option-based Awards

Share-based Awards

Name

Number of
securities
underlying
unexercised
options^(a)

(#)

Option
exercise
price

($)

Option

expiration date

Value of
unexercised
in-the-money
options^(b)

($)

Number of
shares or units
of shares that
have not vested

(#)

Market or
payout value of
share-based
awards that
have not vested

($)

Market or payout
value of vested
share-based
awards not paid
out or
distributed^(b)(c)

($)

Kathy N. Waller

N/A

1,281,826

Total:

1,281,826

Option-based Awards

Share-based Awards

Name

Number of
securities
underlying
unexercised
options^(a)

(#)

Option
exercise
price

($)

Option

expiration date

Value of
unexercised
in-the-money
options^(b)

($)

Number of
shares or units
of shares that
have not vested

(#)

Market or
payout value of
share-based
awards that
have not vested

($)

Market or payout
value of vested
share-based
awards not paid
out or
distributed^(b)(c)

($)

Frank Witter

N/A

459,238

Total:

459,238

(a)	Shows stock options held as at September 30, 2024.

(b)	Based on $155.62, the closing price of the Company’s Class A Shares on the TSX on September 30, 2024, the last trading day in fiscal 2024.

(c)	Shows the aggregate payout value of DSUs granted in respect of fiscal 2024 and previous fiscal years.

(d)	Ms. Côté joined the Board of Directors on January 31, 2024. Ms. Côté was appointed as member of the Corporate Governance Committee and Human Resources Committee on January 31, 2024.

(e)	Mr. Imbeau resigned as a member of the Board of Directors on May 28, 2024.

(f)	Mr. Roach resigned as a member of the Board of Directors on March 31, 2024.


© CGI Inc.		2024 MANAGEMENT PROXY CIRCULAR		58

Appendix C

Shareholder Proposal

In-person Annual Meetings

Proposal

Given the percentage of votes obtained in favor of this proposal at the last annual meeting (16.94%), it is once again proposed that the annual meetings of the Company be held in person, with virtual meetings being complementary and not replacing in-person meetings.

Arguments

Remember that CGI’s voting shares are divided into two classes: Class A subordinate shares, which are entitled to one vote each, and Class B shares, which are entitled to ten votes each. As at December 4, 2023, 43.80% and 56.20% of the aggregate voting rights were attached to the outstanding Class A subordinate voting shares and Class B shares, respectively.

Since the Company’s management recommended voting against our shareholder proposal last year, it is reasonable to believe that all the votes cast in favor of our proposal came from Class A subordinate shares. It is therefore possible to estimate that nearly 40% of holders of subordinate shares supported our proposal. While we understand that the virtual component of annual meetings enables us to reach certain shareholders who are unable to attend in person, we believe that the hybrid format, with an in-person meeting, enables more direct exchanges with management and directors. At a time when in-person contact is becoming increasingly rare, and where direct communication is increasingly valuable, we feel that the suggested hybrid format is the most appropriate.

It should be noted that the [Canadian Securities Administrators] CSA has recently revised its guidelines to encourage issuers to hold their annual meetings both virtually and in person¹, and that the Canadian Coalition for Good Governance² advises against holding such meetings strictly virtually, as this format can limit the expression of the voice of shareholders. Also, one of the new criteria to be used to assess the good governance of organizations by The Globe and Mail, in its annual Board Games, will be to favor hybrid meetings, with no points awarded to companies that hold their meetings solely in person or solely virtually.

Board of Directors Response

The Board of Directors believes that a virtual only format continues to offer a more flexible, cost effective and accessible way for shareholders to engage with the Company, without requiring a hybrid option. While ensuring shareholders from around the world can participate, virtual meetings provide cost savings and a reduction in the overall carbon footprint associated with travel to physical meeting locations, ultimately increasing shareholder value.

As part of our commitment to ensuring shareholder accessibility, shareholders attending our virtual meetings are afforded the same rights and opportunities to vote and participate as they would have at an in-person or hybrid meeting. During the virtual meetings, shareholders can vote, propose motions, raise points of order, and meaningfully engage with other shareholders and with CGI’s management and directors through active participation in a real-time Q&A session (see headings Attending the Virtual Meeting and Submitting Questions in this Management Proxy Circular, and Rules of Conduct, which are made publicly available on CGI’s website). This format provides shareholders multiple ways to express their views and directly interact with our executive leadership and Board of Directors. As an example, the Company has provided shareholders who have submitted shareholder proposals with the opportunity to directly address the meeting.

In addition, CGI is dedicated to transparent engagement and open dialogue with all shareholders and investors beyond the annual meeting forum. The Company regularly assesses the degree of satisfaction of its shareholders on key corporate governance practices as part of our Shareholder Satisfaction Assessment Program (see heading Shareholder Satisfaction Assessment Program in this Management Proxy Circular).

¹ https://www.securities-administrators.ca/news/canadian-securities-regulators-provide-updated-guidance-on-virtual-shareholder-meetings-2/

² https://ccgg.ca/policies/


59		2024 MANAGEMENT PROXY CIRCULAR		© CGI Inc.

We believe that maintaining a virtual format is in the best interests of our shareholders and ultimately increases shareholder value. Requiring an in-person component for annual meetings would limit our ability to adapt to evolving communication preferences and the efficiencies of a virtual format, while introducing additional costs and environmental impact.


© CGI Inc.		2024 MANAGEMENT PROXY CIRCULAR		60

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