Date Closed

January 12, 2006

Lead Office

Montréal

Value

859.00 Million CAD

On January 12, 2006, CGI Group Inc. and BCE Inc. completed the purchase for cancellation by CGI of 100 million of its class A subordinate shares owned by BCE for a total purchase price of C$859,230,000. Following the expiration of a 120-day standstill period from the closing date, BCE intends to dispose of its remaining 28.3 million class A shares, having a current market value of approximately C$242 million in an orderly fashion, with a view to maximizing value for BCE shareholders.

CGI will finance the acquisition price through cash on hand and debt. Following the closing of the transaction, CGI will have 296.8 million class A shares and 33.8 million class B shares outstanding. A decision was obtained from the Autorité des marchés financiers in order to allow CGI to proceed with the transaction which is expected to close by January 12, 2006, subject to customary conditions contained in the credit facilities of CGI. An independent committee of the CGI Board of Directors established in connection with the transaction determined that the transaction is in the best interests of CGI and its shareholders (other than BCE) and is fair to the shareholders of CGI (other than BCE). Merrill, Lynch, Pierce, Fenner & Smith

McCarthy Tétrault LLP advised CGI with a team led by Jean-René Gauthier.