IMRglobal Corp. Share Option Plans

Pursuant to the acquisition of IMRglobal Corp. (“IMR”) in July 2001, CGI continued the stock option plans of IMR, being the Directors’ Stock Option Plan (the “IMR Directors’ Plan”), the First Amended and Restated Stock Incentive Plan (the “IMR Incentive Plan”) and the 1999 Employee Stock Incentive Plan (the “IMR 1999 Incentive Plan”) (together the “IMR Option Plans”). As a result of the acquisition of IMR, all outstanding options to purchase shares of IMR became options to acquire Class A Subordinate Shares of the Company. Although each IMR option issued prior to the IMR acquisition remains subject to the terms of the IMR Option Plan under which it was issued, no new options will be granted under the IMR Option Plans.

The IMR Directors’ Plan was available to non-employee directors of IMR or of any of its subsidiaries. Options subject to the terms of the IMR Directors’ Plan were granted at an exercise price equal to the fair market value of the underlying shares on the date of grant. The fair market value was defined as being the closing price of IMR stock on the Nasdaq National Market on the business day preceding the date of grant. Such options were exercisable until December 31, 2001, for the exception of Mr. Vincent Addonisio who may exercise his options until May 3, 2005, and Mr. Philip Shipperlee who may exercise his options until October 26, 2004 and this, following a contractual agreement.

The IMR Incentive Plan was available to employees of IMR or any one of its subsidiaries as well as to non-employee directors of IMR, consultants or other persons who rendered valuable services to IMR or any one of its subsidiaries. Options subject to the IMR Incentive Plan were granted at an exercise price equal to the fair market value of the underlying shares on the date of grant. The fair market value was defined as being the closing price of IMR stock on the Nasdaq National Market on the business day preceding the date of grant. Options issued under the IMR Incentive Plan may generally be exercised within a period not exceeding 10 years, except in the event of retirement, termination or death.

The IMR 1999 Incentive Plan was available to employees of IMR or any of its subsidiaries. Executive officers and directors of IMR were not permitted to participate in such plan. Options subject to the terms of the IMR 1999 Incentive Plan were granted at an exercise price equal to the fair market value of the underlying shares on the date of grant. The fair market value was defined as being the closing price of IMR stock on the Nasdaq National Market on the business day preceding the date of grant. Options issued under the IMR 1999 Incentive Plan may generally be exercised within a period not exceeding 10 years, except in the event of retirement, termination or death.

Furthermore, options granted under the IMR Incentive Plan and the IMR 1999 Incentive Plan will vest and become fully exercisable if the employment of the employee is terminated without cause within 12 months after the acquisition of IMR by CGI.

The Named Executive Officers who are still officers of the Company do not hold options subject to the terms of the IMR Option Plans

•   Remuneration of the Chairman and Chief Executive Officer

Mr. Godin’s compensation is determined according to the same compensation policy that applies to the other senior officers of the Company. Accordingly, Mr. Godin’s base salary reflects the median value of similar positions in the Canadian high technology industry as well as his level of competency and contribution to the success of the Company. The rest of Mr. Godin’s compensation is mostly delivered through incentive compensation with particular emphasis on long-term incentive to promote creation of shareholder value.

The Company’s results for fiscal 2002 have exceeded the threshold set under the plan at the beginning of the year. Therefore, the Chairman and Chief Executive Officer earned a bonus of $200,000. The Chairman and Chief Executive Officer does not participate in the Incentive Plan.

•   Separation Policy for Senior Officers

The Company adopted a separation policy for its senior officers to ensure that they receive appropriate and equitable treatment should their employment be terminated by the Company. The separation policy provides for compensatory payments to the senior officers in case of termination without cause by the Company or their resignation following important reductions in their responsibilities and/or compensation. The separation policy provides for a severance payment equal to two times the sum of the annual salary and annual bonus of the senior officer. Group benefits, with the exception of disability coverage, continue for a period of 24 months following the departure of the senior officer without exceeding the reemployment date of the senior officer, as the case may be. Eligibility to other fringe benefit plans and to specific benefits ceases or continues, as the case may be, subject to the detailed provisions set out in the separation policy. Unvested rights to exercise options granted under the CGI Share Option Plan at the time of the departure of the senior officer are cancelled, except otherwise decided by the Chairman and Chief Executive Officer or the Human Resources Committee. Vested options granted under the Share Option Plan and still unexercised at the time of the departure of the senior officer can be exercised for three months from the date of departure, without exceeding the normal term of the options. The Company undertakes to pay the fees for outplacement services up to a maximum of 10% of the senior officer’s annual salary.

Report submitted by the Human Resources and Corporate Governance Committee on November 14, 2002:

David L. Johnston, Chairman
William D. Anderson
Claude Chamberland

18	CGI Group Inc.

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REMUNERATION OF NAMED EXECUTIVE OFFICERS

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The summary compensation table shows detailed information on total compensation for the Chairman and Chief Executive Officer and the five other most highly paid executive officers for services rendered during the fiscal years ended on September 30, 2002, 2001 and 2000. This information is as follows:

•     salary earned;
•     bonus earned under the Company's annual bonus plan;
•     any other compensation, including perquisites and other personal benefits;
•     options granted under the CGI Share Option Plan;
•     bonus earned under the Incentive Plan;
•     any other compensation not otherwise declared elsewhere.

Summary compensation table
Name and Principal Position as at September 30, 2002			Annual Compensation						Long-Term Compensation			Any Other Compensation
			Salary ($)		Bonus ($)		Other Annual Compensation ($)		Securities Under Options Granted (#)		Long-Term Incentive Plans Payouts ($)	($)
Serge Godin	2002		524,520		200,000		199,154	(a)	170,000		--	18,240	(b)
Chairman and Chief	2001		500,287		280,095		224,570		285,000		--	17,318	(b)
Executive Officer	2000		485,162		--		229,177		155,000		--	16,908	(b)
Michael Roach	2002		448,750		243,613		(c)		120,000		--	15,400	(b)
President and Chief	2001		384,327		297,450		(c)		155,000		--	13,051	(b)
Operation Officer	2000		333,365		--		34,349		78,000	(d)	--	11,547	(b)
André Imbeau	2002		423,991		170,000		(c)		90,000		--	14,595	(b)
Executive Vice-President and	2001		372,788		230,835		(c)		120,000		--	12,922	(b)
Chief Financial Officer	2000		361,739		--		(c)		115,000		--	12,624	(b)
Paule Doré	2002		349,212		120,250		(c)		50,000		--	12,029	(b)
Executive Vice-President and	2001		308,827		139,075		(c)		90,000		--	10,706	(b)
Chief Corporate Officer	2000		299,800		--		32,385		60,000		--	10,465	(b)
Joseph I. Saliba	2002		400,539	(i)	200,000	(i)	186,539	(e)(i)	60,000		--	14,745	(b)(i)
President, USA and	2001	(f)	100,000	(i)	--		38,733	(i)	235,000		--	3,500	(b)(i)
Asia Pacific and	2000		--		--		--		--		--	--
Business Process Services
Satish Sanan	2002		580,103	(i)	66,405	(i)	(c)		13,027		--	2,515,921	(g)(i)
Former Senior Executive	2001	(f)	134,615	(i)	--		(c)		1,133,375		--	5,180,000	(h)(i)
	2000		--		--		--		--		--	--

(a)

This amount includes $158,500 representing the amount of interest and capital paid by CGI on behalf of Mr. Godin on loans taken out by him for purchase of Company stock. This loan was fully repaid on September 11, 2002.

(b)

This amount represents the Company’s contribution in the name of the executive toward the Stock Purchase Plan available to all Company’s employees. Officers may contribute up to 3.5% of their base salary, an amount fully matched by the Company. Contributions are used to purchase Company stock.

(c)

As the value of perquisites and other personal benefits does not exceed the lower of $50,000 or 10% of the aggregate salary and bonus for the fiscal year being considered, its disclosure is not required under current disclosure rules.

(d)

18,000 of those securities are before 2 for 1 stock split effective January 7, 2000. (e) This amount includes US$151,562 representing the amount of relocation expenses. (f) Messrs. Saliba and Sanan have joined CGI in 2001.

(g)

This amount represents the compensation paid upon retirement of Mr. Sanan on June 26, 2002.

(h)

This amount was paid as part of the IMR and CGI merger agreement.

(i)

These amounts are in US dollars.

CGI Group Inc.

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Share Options

•   Options granted during the last fiscal year

The table below shows, for the Named Executive Officers, the options granted during fiscal 2002.

Options granted during the most recently completed fiscal year
Name	Securities under options granted (#)	Total options granted to employees during the fiscal year %	Exercise price ($)	Market value of securities under options at the date of grant ($)	Expiration date
Serge Godin	170,000	3.62	6.05	6.05	October 1, 2012
Michael Roach	90,000	1.92	6.05	6.05	October 1, 2012
	30,000	0.64	8.30	8.30	April 22, 2012
André Imbeau	90,000	1.92	6.05	6.05	October 1, 2012
Paule Doré	50,000	1.06	6.05	6.05	October 1, 2012
Joseph I. Saliba	50,000	1.06	6.05	6.05	October 1, 2012
	10,000	0.21	8.30	8.30	April 22, 2012
Satish Sanan	10,000	0.21	8.30	8.30	October 26, 2004
	3,027	0.06	10.25	10.25	October 26, 2004

•   Options exercised during the last fiscal year

The following table shows, for each Named Executive Officer, the number of shares covered by the options granted, if any, exercised during the fiscal year ended on September 30, 2002, and the aggregate value realized at the time of exercise.

The table also shows the total number of shares covered by unexercised options, if any, held as at September 30, 2002, and the value of unexercised in-the-money options at year-end.

Options exercised during the most recently completed fiscal year and value of options at year-end
			Unexercised options at year-end (#)				Value of unexercised in-the-money options at year-end(a) ($)
Name	Securities acquired on exercise (#)	Aggregate value realized ($)	Exercisable		Non-       exercisable		Exercisable	Non-      exercisable
Serge Godin	--	--	357,388		252,612		--	--
			132,500	(b)
Michael Roach	--	--	185,263		149,737		146,400	--
			3,000	(b)	15,000	(b)
			120,000	(c)
André Imbeau	180,000	279,000	197,800		127,200		--	--
			110,000	(b)
Paule Doré	--	--	105,200		94,800		--	--
			52,500	(b)
Joseph I.Saliba	--	--	202,937		92,063		--	--
Satish Sanan	--	--	1,146,402		--		--	--

(a)     Based on the closing price on the Toronto Stock Exchange of Class A Subordinate Shares as of September 30, 2002, namely $6.05.
(b)     Number of securities before 2 for 1 stock split effective January 7, 2000.
(c)     Number of securities before 2 for 1 stock splits effective May 21, 1998 and January 7, 2000.

20	CGI Group Inc.

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PERFORMANCE GRAPH

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The following graph compares the annual variations in the total cumulative return on the Class A Subordinate Shares with the total cumulative return of the S&P/TSX and NASDAQ stock indexes, for the past five financial years of the Company.

REMUNERATION OF DIRECTORS

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Members of the Board of Directors who are employees of the Company are not compensated for their services as directors or members of committees of the Board of Directors of the Company.

Members of the Board of Directors who are not employees of the Company are paid an annual retainer fee of $15,000. An additional compensation of $2,000 per year is paid to members of a committee and $3,000 per year to a Chairman of a committee. Attendance fees are $1,000 per Board or committee meeting, except for members of the Audit Committee who receive $2,500 per meeting attended.

Members who join the Board of Directors for the first time are entitled to receive a grant of 2,000 stock options on the date of their nomination. In addition, members of the Board of Directors receive annually a grant of 4,000 options.

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Members of the Board of Directors may choose to convert part or all of their retainer in deferred stock units (“DSU”). The number of DSUs granted to a member is equal to the chosen annual retainer amount divided by the average closing price of Class A Subordinate Shares on the Toronto Stock Exchange over the five business days preceding the calculation date. Once granted, the value of DSUs is determined based on the quoted market price of the Class A Subordinate Shares. The value of DSUs is payable only upon the member’s departure from the Board. The amount paid corresponds to the number of DSUs accumulated to the credit of the member multiplied by the average closing price of Class A Subordinate Shares during the 30 working days preceding the member’s departure. The amount is paid in cash, after statutory deductions. For each DSU purchased with the retainer, the member of the Board of Directors is granted two stock options under the CGI Share Option Plan. Each option may be exercised within a period not exceeding 10 years. The exercise price is equal to the closing price of Class A Subordinate Shares on the Toronto Stock Exchange on the date preceding the date of grant. The members of the Board of Directors have 30 days following their election or reelection as directors to notify the Company’s Secretary of the portion of the retainer they wish to receive in DSUs for the next fiscal year.

The vesting of all stock options is based on the Company performance versus a peer group composed of 15 companies. The performance measure is the ratio of market capitalization over revenues. If CGI ranks in the top three for the year ending September 30, 2003, all options will vest immediately. If CGI ranks between fourth and ninth, a proportionate number of options will vest immediately. If CGI ranks between tenth and sixteenth for the same period, no option will vest immediately. Nevertheless, any option that does not vest according to the Company’s performance may still vest later at the rate of 1/3 on the second, third and fourth anniversary of the option grant.

For the year ended September 30, 2002, a total cash remuneration of $189,426 has been paid to the directors.

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

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As of December 2, 2002, no directors, senior officers, former directors or senior officers of the Company were indebted to the Company.

CORPORATE GOVERNANCE

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The Company supports and conducts its business in accordance with the Toronto Stock Exchange guidelines for effective corporate governance. These guidelines address such matters as the constitution and independence of Boards of Directors, the functions to be performed by boards and their committees, and the relationship between the Board of Directors, management and shareholders. A brief description of the Company’s corporate governance practices is set out, in tabular form, and is attached to this Information Circular as Appendix A.

Board and Committee Charters

CGI has presently in force charters for its Board of Directors and the various committees thereof, as well as rules for timely disclosure of material information and transactions in securities of CGI by insiders. In light of ongoing regulatory changes with respect to those matters, CGI is presently reviewing such charters and rules to ensure full compliance with new regulation.

22	CGI Group Inc.

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Decisions Requiring Prior Approval by BCE Inc.

Under the terms of the options agreement (the “Options Agreement”) entered into in 1998, as since amended, among, inter alia, Serge Godin, André Imbeau, Jean Brassard (collectively, the “Majority Shareholders”), their respective holding companies, Bell Canada, BCE Inc. and CGI, until the earlier of January 5, 2006 and the date on which BCE Inc. acquires control (as defined in the Options Agreement) of CGI, certain matters are subject to the prior approval of the chief executive officer or the chief operating officer of BCE Inc. Specifically, BCE Inc. must approve:

•	any change in the dividend policy of CGI;
•	any arrangement, amalgamation or merger of CGI with any person other than wholly-owned subsidiaries of CGI or other public corporations with market capitalizations less than 10% of that of CGI;
•	any transaction with a value in excess of $10 million between CGI and its subsidiaries on the one hand, and any person or persons acting in concert with 10% or more of the voting power of CGI, other than BCE Inc. and its affiliates;
•	any transaction or operation involving CGI or one of its consolidated subsidiaries as a result of which certain financial ratios would not be met;
•	the appointment, from time to time, of a Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of CGI other than Serge Godin, Jean Brassard or André Imbeau;
•	amendments to articles of incorporation or by-laws of CGI;
•	redemptions, purchases or offers to purchase or redeem equity shares of CGI;
•	acquisitions or agreements of CGI to acquire any person or business primarily engaged in an activity other than information technology services;
•	making by CGI or its subsidiaries of any acquisition or disposition of assets or securities in excess of 10% of the market capitalization of CGI;
•	any agreement or commitment by CGI or any of its consolidated subsidiaries to guarantee or pay any indebtedness of any person (other than CGI or any of its consolidated subsidiaries);
•	launching of new lines of business for CGI or material changes in CGI’s corporate strategy;
•	adoption of any annual business plan or budget of CGI or the making of any amendment thereto showing a pre-tax margin of less than 7%; and
•	any material alliance or joint venture by CGI that BCE Inc. reasonably concludes is or would likely be:

	°	outside the normal course of CGI’s business;
	°	in any significant manner, inconsistent with CGI’s strategic business plan; or
	°	in any significant manner, inconsistent with the commercial interests of the BCE group.

The Majority Shareholders, in their capacity as directors of CGI, subject to their fiduciary duties as directors, and the Majority Shareholders (and their respective holding companies), in their capacity as shareholders of CGI, have agreed to vote in accordance with BCE Inc.‘s position on these matters when brought before the Board of Directors or shareholders of CGI.

In recognition of BCE Inc.‘s and the Majority Shareholders’ respective significant ownership interests and voting rights in CGI, and of BCE Inc.‘s rights under the Options Agreement (including those described above), the advice of BCE Inc.‘s nominees on CGI Board of Directors, and of the Majority Shareholders, in their capacity as directors, will be sought prior to CGI’s undertaking (directly or indirectly) any proposed acquisitions of any business and any proposed agreements or arrangements with any one client and affiliates of one client with revenues and/or obligations per annum in excess of $25 million.

Board of Directors Designees

So long as BCE Inc. (and any of its wholly-owned subsidiaries) holds at least 20% of the outstanding shares in the share capital of CGI, the Majority Shareholders and their respective holding companies have undertaken to vote to elect to the Board of Directors of CGI the number of board designees nominated by BCE Inc. as shall

CGI Group Inc.

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represent 25% of the total number of directors on the CGI Board. Furthermore, until the date on which BCE Inc. acquires Control (as defined in the Options Agreement) of CGI, BCE Inc. (and its wholly-owned subsidiaries holding shares of CGI) has undertaken to vote in favor of the election of each of Messrs. Godin and Imbeau as a director of CGI to the extent that each of them is at that time a senior executive of CGI.

Audit Committee and External Auditors Independence

•   Audit Committee

The Audit Committee of CGI is composed entirely of unrelated directors who meet the independence and experience requirements of the New York Stock Exchange and the Toronto Stock Exchange.

The responsibilities of the Audit Committee of CGI include (a) review of all public disclosure documents containing audited or unaudited financial information concerning CGI, (b) review and assessment of the effectiveness of CGI’s accounting policies and practices concerning financial reporting, (c) review and monitoring of CGI’s internal control procedures, programs and policies and assessment of the adequacy and effectiveness thereof, (d) recommendation to the Board of Directors of CGI on the appointment of external auditors, assertion of the independence thereof, review of the terms of engagement thereof and ongoing discussions therewith, (e) review of the audit procedures, and (f) such other responsibilities usually attributed to audit committees or as directed by the Board of Directors of CGI.

•   External Auditors Independence

Audit Committee Determination

As mentioned above, one of the responsibilities of the Audit Committee is to assert the independence of the external auditors of CGI. To this end, the Audit Committee entertains discussions with the external auditors on applicable criteria and obtains quarterly confirmations from them as to their independence.

Auditor Independence Policy

Furthermore, to assure itself of the independence of external auditors, the Audit Committee has adopted an auditor independence policy which deals with (a) what services can be and cannot be performed by the external auditors, (b) the governance procedure to be followed before granting mandates to the external auditors, and (c) the responsibilities of the respective key players under the policy. Follows a summary of the material provisions of such policy.

—	Performance of Services Under the policy, the services are either acceptable services, prohibited services or services considered as special considerations.
	The acceptable services are (a) audit and review of financial statements, (b) prospectus work, (c) audit of pension plan, (d) special audits on control procedures, (e) tax planning services on mergers and acquisitions activities, (f) tax transfer pricing services, (g) sales tax planning, (h) tax research and interpretation, and (i) preparation of tax returns.
	The prohibited services are (a) bookkeeping services, (b) design and implementation of financial information services, (c) appraisal / valuation services or fairness opinions, (d) actuarial services, (e) internal audit services, (f) management functions, (g) human resources functions, (h) broker-dealer services, (i) legal services and (j) services based on contingency fees.
	Services considered as special considerations are (a) proposed financial structures and large tax planning projects, (b) accounting research, (c) due diligence on mergers and acquisitions, and (d) all other services. These services may be performed by the external auditors as greater benefits may be

24	CGI Group Inc.

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	obtained by CGI from timely, quality assurance and cost efficiency factors due to external auditors’ experience, provided appropriate controls are in place to ensure objectivity.
—	Governance Procedure Under the policy, the following control procedures are applicable when considering to engage the external auditors:
	(a)	for all mandates involving fees of more than $250,000, regardless of the type of services, they must be submitted to the Audit Committee for approval through CGI’s Chief Financial Officer prior to engagement;
	(b)	for all mandates involving fees of $250,000 or less, the following applies:
		•	if the services fall within the category of acceptable services:
			(i)	if the amount of the fees is $50,000 or less, CGI may proceed with the engagement upon notification to CGI’s Chief Financial Officer; and
			(ii)	if the amount of the fees exceeds $50,000, the approval of CGI’s Chief Financial Officer has to be obtained prior to the engagement;
		•	if the services fall within the category of prohibited services, the external auditors cannot be engaged; and
		•	for all other services:
			(i)	if the amount of the fees is $100,000 or less, the approval of CGI’s Chief Financial Officer has to be obtained prior to the engagement; and
			(ii)	if the amount of the fees exceeds $100,000, the approval of the Audit Committee has to be obtained through CGI’s Chief Financial Officer.
—	Key Players’ Responsibilities Under the policy, there are two key players, namely the management and the Audit Committee, whose respective primary responsibilities pursuant to such policy are as follows.
	The primary responsibilities of the management are (a) the creation and maintenance of a policy that follows Canadian and US standards, (b) the management of compliance with the policy, and (c) to report to the Audit Committee all mandates granted to the external auditors.
	The primary responsibilities of the Audit Committee are (a) the nomination of the external auditors, (b) the setting of fees for audit services, (c) the approval of the policy and modifications thereto, (d) the monitoring of management’s compliance with the policy, (e) the obtaining of quarterly confirmation by the external auditors as to their independence, and (f) decision making when the application of the policy is unclear and for mandates involving fees of more than $250,000 (or $100,000 as in the case of services considered as special considerations).
	It is clear under the policy that the Audit Committee has ultimate responsibility to assert the independence of the external auditors.

Fees Paid to External Auditors
During the fiscal year ended September 30, 2002, CGI paid the following fees to its external auditors:

   •   for audit services: $ 1,954,809

   •   for financial information systems design and implementation: $ 0

   •   or other services: $ 2,633,291

         °   audit related services (74% of other services)

CGI Group Inc.

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APPOINTMENT OF AUDITORS

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The persons whose names are printed in the enclosed proxy form intend to vote for the appointment of Samson Bélair/Deloitte & Touche, Chartered Accountants, as auditors of the Company and to vote for authorization of the Board of Directors to fix the remuneration of the auditors. The auditors will hold office until the next annual meeting of shareholders of the Company or until their successors are appointed. Samson Bélair/Deloitte & Touche were first appointed at the general meeting of shareholders held on January 27, 1988.

GENERAL

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The management of the Company is not aware of any matter which could be submitted at the Meeting other than the matters set forth in the Notice of Meeting. If other unknown matters are regularly submitted at the Meeting, the persons appointed in the attached form of proxy will vote to the best of their judgment.

APPROVAL OF DIRECTORS

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The directors of the Company have approved the content and the delivery of this Circular.

December 20, 2002

(signed) Serge Godin Chairman and Chief Executive Officer

26	CGI Group Inc.

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APPENDIX A

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Corporate Governance Practices
Guidelines			Comments
1.	The Board of Directors should explicitly assume responsibility for the stewardship of the Company, including:
	(a)	adoption of a strategic planning process	(a)	The Board of Directors is involved in the preparation of the 3-year strategic plan of the Company and such plan is reviewed annually by the Board of Directors.
	(b)	identification of the principal risks of the Company's business, and implementation of appropriate systems to manage these risks;	(b)	The Audit Committee identifies the major financial and operating risks undertaken by the Company and reviews the various policies and practices of the Company to manage such risks. The Audit Committee regularly reports on such matters to the Board of Directors.
	(c)	succession planning, including appointing, training and monitoring senior management;	(c)	The Human Resources Committee reviews, reports and, where appropriate, provides recommendations to the Board of Directors on succession planning matters.
	(d)	the Company's communication policy; and	(d)	The Board of Directors has adopted "Guidelines on Timely Disclosure" which address matters such as the essential principles of the disclosure rules of the regulatory authorities and disclosure guidelines. Under the Guidelines, the Board of Directors has the responsibility to oversee the content of the Company's major communications to its shareholders and the investing public. However, the Board 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 Board of Directors reviews and, where required, approves statutory disclosure documents prior to their distribution to shareholders.
	(e)	integrity of the Company's internal control and management information systems.	(e)	The Board of Directors' duties include the assessment of the integrity of the Company's internal control and information system. The Audit Committee also has the responsibility to review the internal control and management information systems of the Company. The Committee reports to the Board of Directors with respect to such controls and systems.

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2.	The Board of Directors should be constituted with a majority of individuals who qualify as unrelated directors.	Assuming the election of all the candidates, the Board of Directors will be composed of 14 directors, eight of whom will be unrelated directors. The current members of the Board of Directors have determined that its eight unrelated directors on the proposed slate of candidates do not have interests in or relationships with CGI or with either of CGI's significant minority shareholders, Mr. Serge Godin (Chairman of the Board and Chief Executive Officer of CGI) and BCE Inc., that could, or could reasonably be perceived to, materially interfere with the directors' ability to act in the best interests of the Company.
3.	The analysis of the application of the principles supporting the conclusion in paragraph (2) above.	Related to CGI or Mr. Serge Godin:
		Jean Brassard	Vice-Chairman, CGI and Director of Companies
		Paule Doré	Executive Vice-President and Chief Corporate Officer and Secretary, CGI
		Serge Godin	Chairman of the Board and Chief Executive Officer, CGI
		André Imbeau	Executive Vice-President and Chief Financial Officer and Treasurer, CGI
		Related to BCE Inc.:
		William D. Anderson	President BCE Ventures Inc.
		Siim A. Vanaselja	Chief Financial Officer BCE Inc.
		Unrelated: Claude Boivin Claude Chamberland Robert Chevrier David L. Johnston Eileen A. Mercier C. Wesley M. Scott * Gerald T. Squire Robert Tessier * Although Mr. Scott is a nominee of BCE Inc. under BCE Inc.'s board representation rights contained in the Options Agreement (see "Corporate Governance - Board of Directors Designees"), the current members of the Board of Directors of CGI consider Mr. Scott to be unrelated to CGI and both of its significant minority shareholders.

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4.	The Board of Directors should appoint a committee of directors:
	(a)	composed exclusively of outside directors, i.e. non-management directors, a majority of whom are unrelated directors; and	(a)	The Human Resources Committee is comprised of three outside directors and two of whom are unrelated. The Chairman of the Board and Chief Executive Officer currently participates to the Human Resources and Corporate Governance Committee meetings as an ex-officio member.
	(b)	with the responsibility for proposing to the full Board of Directors new nominees to the Board of Directors and for assessing directors on an ongoing basis.	(b)	The Chairman of the Board submits to the Human Resources Committee candidates to fill vacancies on the Board of Directors; if the candidacies are endorsed by the Human Resources Committee, they are then submitted to the approval of the Board of Directors.
5.	The Board of Directors should implement a process to be carried out by the Nominating Committee or other appropriate committee for assessing the effectiveness of the Board of Directors as a whole, the committees of the Board of Directors and the contribution of individual directors.		The Human Resources Committee is responsible for making an annual assessment of the overall performance of the contribution of the Board of Directors and of its committees. The annual assessment is communicated by the chairman of the committee to the Board of Directors.
6.	Existence of an orientation and education program for new recruits to the Board of Directors.		Each new director has access to a formal orientation and education program of the Company and receives a record of historical public information on the Company together with prior minutes of applicable committees of the Board of Directors. In addition, presentations on various topics are given, by management, on a regular basis to the Board of Directors and directors are given updates on business and governance initiatives and in response to questions raised by the members of the Board of Directors.
7.	Size of the Board of Directors and the impact of the number upon effectiveness.		The Board of Directors is of the view that its size and composition are well suited to the circumstances of the Company and allow for the efficient functioning of the Board of Directors as a decision-making body.
8.	Adequacy and form of the compensation of directors that realistically reflects the responsibilities and risk involved in being an effective director.		The Human Resources Committee reviews periodically directors' compensation. In determining directors' remuneration, the Committee considers time commitment, comparative fees, risks and responsibilities.

CGI Group Inc.

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9.	Committees of the Board of Directors should generally be composed of:		Each committee operates according to the Board of Directors' approved written mandate outlining its duties and responsibilities and is composed exclusively of outside directors, a majority of whom are unrelated to the Company.
	(a)	outside directors; and
	(b)	a majority of whom are unrelated directors.
10.	The Board of Directors' responsibility for (or a committee of the Board of Directors' general responsibility for) developing the Company's approach to governance issues.		All corporate governance matters are dealt with by the Human Resources Committee. The scope of the mandate of such committee was confirmed in a "Role Statement" adopted by the Board of Directors.
11.	The Board of Directors has developed:
	(a)	position descriptions for the Board of Directors and for the CEO, involving the definition of the limits to management's responsibilities; and	The Board of Directors has delegated to senior management the responsibility for day to day management of the business of the Company. In addition to those matters, which must by law be approved by the Board of Directors, the Board of Directors retains responsibility for significant changes in the Company's affairs.
	(b)	the corporate objectives for which the CEO is responsible for meeting.
12.	The structure and procedures ensuring that the Board of Directors can function independently of management.		The Board of Directors acts independently of management. The Board of Directors has concluded, for various reasons, that the fact that Mr. Serge Godin occupies the office of Chairman of the Board and Chief Executive Officer of the Company does not impair the ability of the Board of Directors to act independently of management. Mr. David L. Johnston acts as Lead Director of the Company and meetings of the outside directors are held periodically and chaired by the Lead Director.
	(a)	The Audit Committee of the Board of Directors should be composed only of outside directors.	(a)	The Audit Committee is comprised only of outside directors.
	(b)	The roles and responsibilities of the Audit Committee should be specifically defined so as to provide appropriate guidance to Audit Committee members as to their duties.	(b)	The Audit Committee is mandated by the Board of Directors to review with the auditors the scope of the audit review; review with the auditors and management the effectiveness of the Company's accounting policies and practices, the Company's internal control procedures, programs and policies and the adequacy and effectiveness of the Company's internal controls over the accounting and financial reporting systems within the Company; review related party transactions; and review and recommend the approval to the Board of

30	CGI Group Inc.

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				Directors of the Company's interim and audited financial statements and all public disclosure documents containing audited or unaudited financial information.
	(c)	The Audit Committee should have direct communication channels with the internal and external auditors to discuss and review specific issues as appropriate.	(c)	The Audit Committee reviews with the Company's auditors and management the effectiveness of the Company's accounting policies and practices, the Company's internal control procedures, programs and policies and the adequacy and effectiveness of the Company's internal controls over the accounting and financial reporting systems within the Company; reviews related party transactions; and reviews the Company's audited financial statements with the auditors prior to their submission to the Board of Directors for approval.
	(d)	The Audit Committee duties should include oversight responsibility for management reporting on internal control, and should ensure that management has designed and implemented an effective system of internal control.	(d)	The Audit Committee reviews the Company's internal control procedures, programs and policies and the adequacy and effectiveness of the Company's internal controls over the accounting and financial reporting systems within the Company.
13.	Existence of a system which enables an individual director to engage an outside advisor at the expense of the Company in appropriate circumstances.		Individual directors may engage outside advisors with the authorization of the Chairman of the Board.

CGI Group Inc.

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SHAREHOLDER'S NAME

Computershare Trust Company of Canada 9th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 Telephone 1-800-564-6253 514-982-7270 Facsimile 1-866-249-7775 416-263-9524 www.computershare.com

Proxy Form - Annual General Meeting of Shareholders to be held on January 30, 2003

Note to Proxy

Note to Proxy
1. Every holder has the right to appoint some other person of their choice, who need not be a holder, to attend and act on their behalf at the meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this form. If you are voting on behalf of a corporation or another individual you may require documentation evidencing your power to sign the proxy with signing capacity stated.

3. The form of proxy should be signed in the exact manner as the name appears on the proxy.

4. If the form of proxy is not dated, it will be deemed to bear the date on which it is mailed to the holder.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a specification is not made in respect of any matter, this proxy will be voted as recommended by Management.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

Voting by mail is the only method for holdings held in the name of a corporation or holdings being voted on behalf of another individual.
Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy.
Instead of mailing this proxy, you may choose one of the two voting methods outlined below to vote this proxy. Have this proxy in hand when you call.
Receive Documents Electronically - You can enrol to receive future securityholder communication electronically, after you vote using the Internet. If you don’t vote online, you can still enrol for this service. Follow the instructions below.

* Call toll free 1-866-290-9739 from a touch tone telephone. There is NO CHARGE for this call.		* Go to the following web site: www.computershare.com/ca/proxy		* You can enrol to receive future securityholder communication electronically, after you vote using the Internet. If you don't vote online, you can still enrol at: www.computershare.com/ca/consent

You will need to provide your CONTROL NUMBER and PROXY ACCESS NUMBER listed below.

CONTROL NUMBER:  XXXXXXXXXXXXX

PROXY ACCESS NUMBER:  XXXXXXXXXXXXXX

If you vote by telephone or the Internet, DO NOT mail back this proxy.
Proxies submitted must be received by Computershare Trust Company of Canada by 12:00 midnight, Montreal Time, on January 28, 2003.

THANK YOU

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SHAREHOLDER’S NAME

This Form of Proxy is solicited by and on behalf of Management.

Appointment of Proxyholder

I/We being holder(s) of Class A Subordinate Shares of CGI Group Inc. (the "Corporation") hereby appoint(s) Serge Godin, Director, or failing him André Imbeau, Director, or failing him Paule Doré, Director

OR

Print the name of the person you are appointing if this person is someone other than one of the identified names.

as my/our proxy with full power of substitution and to vote in accordance with the following direction (or if no directions have been given, as the proxy sees fit) and all other matters that may come before the Annual General Meeting of Shareholders of the Corporation to be held at the Hilton Montréal Bonaventure Hotel, Ballroom, 1 Place Bonaventure, Montréal, Québec, Canada on Thursday, January 30, 2003 at 9:30 a.m. and at any adjournment thereof.

1. Election of Directors

FOR all nominees
WITHHOLD vote for all nominees

2. Appointment of Auditors

		For		Withhold
Appointment of the Auditors and to authorize the directors to fix their remuneration

Authorized Signature(s) - Sign Here - This section must be completed for your instructions to be executed.
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any Proxy previously given with respect to the Meeting. If no voting preferences are indicated above, this Proxy will be voted as recommended by Management.

Signature(s)

Quarterly Financial Statements Request

Mark this box if you would like to receive Quarterly Financial Statements by mail

If you do not mark this box, or do not return this form, then it will be assumed you do NOT want to receive Quarterly Financial Statements.

PROXY

This proxy is solicited by the management of CGI Group Inc. from holders of Class B Shares (multiple voting). Reference is made to accompanying Information Circular.

The undersigned, holder of Class B Shares of CGI Group Inc. (the "Company"), hereby appoints Serge Godin, director, or in his absence, André Imbeau, director, or in his absence, Paule Doré, director or (*) ............................................................. ................................................................................................... as agent for the undersigned at the Annual General Meeting of Shareholders of the Company to be held at the Hilton Montreal Bonaventure hotel, Montreal Ballroom, 1 Place Bonaventure, Montreal, Quebec, on Thursday, January 30, 2003 at 9:30 a.m. (local time), and at any adjournment thereof, with full power of substitution and with all the powers which the undersigned could exercise if personally present and with authority to vote at the said agent's discretion unless herein otherwise specified. I hereby revoke any proxy previously given.

The said agent is hereby specifically directed to:

	1)		VOTE |_| or REFRAIN FROM VOTING |_| for the election of directors
	2)		VOTE |_| or REFRAIN FROM VOTING |_| for the appointment of the auditors and to authorize the directors to fix their remuneration

This proxy will be voted as directed where a choice is specified. In the absence of specification on any matter or if more than one choice is indicated, the shares represented by this proxy will be voted FOR that matter.

To vote this proxy, the shareholder must sign in the space provided on this form.

(Please sign exactly as the name appears hereon and in which the shares are registered. If this proxy is not dated in the space provided for, the proxy shall be deemed to be of the date on which it was mailed to the shareholder.)

(*) A shareholder may appoint as proxyholder a person other than those whose names are printed hereon. In such a case, he should strike out said printed names and insert the name of his chosen proxyholder in the blank space provided for that purpose. A person acting as proxyholder need not be a shareholder of the Company.

Please return promptly this proxy duly completed and signed to the National Bank Trust in the enclosed self-addressed stamped envelope.

Dated this............day of......................, 2003.

_____________________________________
Signature of Shareholder

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 GROUP INC.     (Registrant)
Date:    January 9, 2003	By /s/ Paule Doré        Name:   Paule Doré        Title:    Executive Vice-President                     and Chief Corporate Officer                     and Secretary