An anonymous director reports

CGI RENEWS ITS NORMAL COURSE ISSUER BID

CGI Inc.'s board of directors has authorized the renewal of its normal course issuer bid (NCIB), subject to approval by the Toronto Stock Exchange.

CGI's management and board of directors believe that the purchase for cancellation of the company's Class A subordinate voting shares is a proper use of funds, and the NCIB will provide the flexibility to purchase Class A shares from time to time as the company considers it advisable, as part of its efforts to increase shareholder value.

At the close of business on Jan. 23, 2024, there were 206,327,788 Class A shares outstanding, of which approximately 99.2 per cent were widely held (representing a public float of 204,577,370 Class A shares as calculated in accordance with the rules of the TSX).

Under the terms of the NCIB, subject to TSX approval, the company may purchase for cancellation on the open market through the facilities of the TSX and the New York Stock Exchange and through alternative trading systems in Canada, as well as outside the facilities of the TSX pursuant to exemption orders issued by securities regulators, up to 20,457,737 Class A shares, representing approximately 10 per cent of the company's public float as of the close of business on Jan. 23, 2024. The average daily trading volume of the Class A shares on the TSX for the six-month period ended Dec. 31, 2023, was 337,203 (the ADTV). Consequently, and in accordance with the requirements of the TSX, the daily purchase limit under the NCIB on the TSX will be 84,300 Class A shares, representing 25 per cent of the ADTV. All Class A shares will be purchased at their market price at the time of acquisition, except for purchases effected outside the facilities of the TSX pursuant to exemption orders issued by securities regulators which will be at a discount to the market price as provided in such exemption orders. All Class A shares purchased under the NCIB will be cancelled.

Repurchases of Class A shares under the renewed NCIB may commence on Feb. 6, 2024, and will end on the earlier of Feb. 5, 2025, or the date on which the company has either acquired the maximum number of Class A shares allowable under the NCIB or otherwise decided not to make any further purchases for cancellation under it.

Under its current NCIB that commenced on Feb. 6, 2023, and will end on Feb. 5, 2024, the company received the approval of the TSX to purchase for cancellation up to 18,769,394 Class A shares. As at Jan. 23, 2024, CGI has repurchased 7,077,246 Class A shares by means of open market transactions, through the facilities of the TSX, NYSE and through alternative trading systems in Canada, and by way of private agreements under issuer bid exemption orders issued by securities regulators, at a weighted average price of $127.71 per Class A share, for a total consideration of $903,865,457.

CGI has implemented an automatic share purchase plan with its designated broker in connection with the NCIB in order to allow, if deemed advisable by the company, for share purchases for cancellation during self-imposed blackout periods.

About CGI Inc.

Founded in 1976, CGI is among the largest independent Internet technology and business consulting services firms in the world. With 90,500 consultants and professionals across the globe, CGI delivers an end-to-end portfolio of capabilities, from strategic IT and business consulting to systems integration, managed IT and business process services and intellectual property solutions. CGI works with clients through a local relationship model complemented by a global delivery network that helps clients digitally transform their organizations and accelerate results. CGI fiscal 2023 reported revenue is $14.30-billion and CGI shares are listed on the TSX (GIB.A) and the NYSE (GIB).

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