Mr. Serge Godin reports

CGI ANNOUNCES INTENT TO REPURCHASE 1.67 MILLION OF ITS SHARES

CGI Inc. intends to enter into a private agreement with Serge Godin, founder and executive chairman of the board of CGI, for the purchase for cancellation of 1,674,930 Class A subordinate voting shares indirectly held by him at a price of $149.26 per Class A share for a total consideration of $250-million. The price represents a discount of 3 per cent to the closing price of the Class A shares on the Toronto Stock Exchange on Feb. 22, 2024. CGI will finance the repurchase from cash on hand.

A special committee of CGI's board of directors, composed exclusively of independent directors, was established in connection with the share repurchase. After consultation with its external legal adviser, Norton Rose Fulbright Canada LLP, and its financial adviser, National Bank Financial Inc., and the receipt of an opinion regarding the reasonableness of the terms of the transaction from National Bank Financial, the special committee unanimously determined that the share repurchase was in the best interest of the company and recommended that the board of directors approve the transaction. Following the recommendation of the special committee, the share repurchase was also unanimously approved by the board of directors. All non-independent directors, including Mr. Godin, refrained from participating in the board's deliberations and from voting on matters relating to the transaction. A favourable decision was obtained from the Autorite des marches financiers (Quebec securities regulator) to exempt CGI from the issuer bid requirements under applicable securities legislation.

Michael B. Pedersen, chair of the board's special committee, noted, "This strategic transaction presented a good opportunity to repurchase shares at a discount and offers immediate value to our shareholders."

The transaction is entered into by Mr. Godin for estate planning purposes.

After completion of the transaction, there will be 206,130,115 Class A shares and 25,179,340 Class B shares (multiple voting) of CGI issued and outstanding. Mr. Godin will continue to beneficially own, directly or indirectly, or exercise control or direction over 53.0 per cent of the total voting rights and 10.5 per cent of CGI's issued and outstanding shares, compared with 54.3 per cent and 11.1 per cent, respectively, prior to the transaction.

The share repurchase, which is expected to be entered into later today, will be made under CGI's normal course issuer bid (NCIB) commenced on Feb. 6, 2024. Under the NCIB, CGI is authorized to repurchase up to 20,457,737 Class A shares until the earlier of Feb. 5, 2025, or the date on which CGI will either have 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. The NCIB allows for purchases outside the facilities of the TSX by private agreements pursuant to exemption orders issued by securities regulators. As at Feb. 22, 2024, CGI had not repurchased any Class A shares under its current NCIB.

Information regarding the share repurchase, including the number of Class A shares purchased for cancellation and aggregate price paid, will be available on SEDAR+ following the completion thereof. CGI will not issue any additional press release in respect of this share repurchase.

About CGI Inc.

Founded in 1976, CGI is among the largest independent IT (information 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's fiscal 2023 reported revenue is $14.3-billion and CGI's shares are listed on the TSX (GIB.A) and the New York Stock Exchange (GIB).

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