Proposed Acquisition of Logica We Deliver. 19 March 2012

Value and Growth.

Locally and Globally.

CGI. Built to Grow and Last

May 31, 2012

Disclaimer

No Investment Advice This Investor Presentation is not intended to form the basis of any investment decision. It does not constitute an offer or invitation for the sale or purchase of any securities, businesses and/or assets or any recommendation or commitment by CGI or any other person and neither this Investor Presentation, nor its contents nor any other written or oral information made available in connection with the Offer shall form the basis of any contract. This Investor Presentation has been prepared without reference to your particular investment objectives, financial situation, taxation position and particular needs. If you are in any doubt in relation to these matters, you should consult your financial or other advisers.

No Reliance This Investor Presentation does not purport to be comprehensive or to contain all the information that a recipient may need in order to evaluate the Offer. No representation or warranty, express or implied, is given and, so far as is permitted by law and no responsibility or liability is accepted by any person, with respect to the accuracy or completeness of the Investor Presentation or its contents or any oral or written communication in connection with the Offer. In particular, but without limitation, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on, any projections, targets, estimates or forecasts contained in this Investor Presentation. In giving this Investor Presentation, CGI does not undertake any obligation to provide any additional information or to update this Investor Presentation or any additional information or to correct any inaccuracies which may become apparent.

Forward Looking Statements This Investor Presentation contains statements that are or may be forward looking statements. All statements other than statements of historical facts included in this Investor Presentation may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “should”, “could”, “would”, “may”, “anticipates”, “estimates”, “synergy”, “integration benefits”, “cost-saving”, “projects”, “goal” or “strategy” or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of CGI or Logica’s operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on CGI’s or Logica’s business. These forward looking statements are not guarantees of future financial performance. Such forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to CGI or any of its directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. CGI disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

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Transaction Highlights

Acquisition Price

Estimated Financial Impact




105 pence (C$1.68) per Logica share in cash, representing an acquisition price of £1.7 billion (C$2.8 billion) and an Enterprise Value of £2.1 billion (C$3.3 billion)1




59.8% premium to Logica’s closing price on May 30, 2012




49.6% premium to Logica’s average share price over last month




32.8% premium to Logica’s average share price over the last six months




Unanimous recommendation by Logica Board




The enlarged business is expected to deliver annual integration benefits totalling £125 million (C$200 million) by the end of the third financial year following completion




The transaction is expected to be immediately accretive in the range of 25-30% excluding acquisitionrelated and integration costs and the accretion is expected to increase throughout the three year integration period




Acquisition to be funded by:



Financing




46.7 million subscription receipts exchangeable into new Class A shares in CGI at C$21.41 by Caisse de dépôt et placement du Québec for C$1.0 billion New £1.25 billion (C$2.0 billion) term loan from CIBC, National Bank of Canada and TorontoDominion Bank Approximately C$650 million drawn from existing credit facility




CGI will still have significant financial flexibility post-transaction with available liquidity of approximately C$800 million and remains committed to maintaining a strong balance sheet




Irrevocable undertakings have been received in support of the transaction in all circumstances from Logica’s directors and in certain circumstances from Logica’s largest shareholders. Total irrevocable undertakings received represent a total of 18.19% of Logica’s outstanding shares2




Transaction subject to a number of conditions, including regulatory clearances and shareholder approvals




Expected completion by the end of September 2012

Other Terms

Note: GBP converted into CAD at FX rate of 1.60 1 Based on 1,646.3 million fully diluted shares outstanding (net of options proceeds), £321.6 million of net debt as per December 31, 2011 2 0.16% from Logica directors and 18.03% from shareholders

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Delivering Locally and Globally Right Acquisition, Right Price, Right Time


Market leading presence in Canada (#1) and the U.S. (#4)




Global presence in outsourcing (Top 10 IT/BPO)




36 years of profitable growth, with strong track record of generating shareholder value







Creates one of the very few independent global end-to-end technology services providers, with c.72,000 professionals in 43 countries worldwide




Diversifies CGI by both geographic and vertical market




Enterprise value of £2.1 billion (C$3.3 billion) represents a multiple of 6.6x CY2011 EBITDA before integration benefits1




Positions CGI to support clients locally as they increasingly globalise

Industry leading free cash flow generation and margins

Acquisition consistent with our strategy:





Leading European business and technology service company




“Increase critical mass” – adds significant scale allowing CGI to qualify for larger growth opportunities

Presence in 24 European countries and 19 countries in the rest of the world




“Increase geographic presence” – broadens footprint, allowing us to follow our clients




“Ensure strategic fit and accretion to CGI’s earnings per share2” – attractive price and significant integration benefits




Highly diversified vertical presence




Top market positions in utilities, oil & gas and public services across Europe




Growing outsourcing capabilities (45% of revenue) Note: GBP converted into CAD at FX rate of 1.60 1 Based on 1,646.3 million fully diluted shares outstanding (net of options proceeds), £321.6 million of net debt as per December 31, 2011, Adjusted EBITDA of £311.5 million in CY 2011 2 Based on net earnings excluding acquisition-related and integration costs

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Compelling Transaction for All Stakeholders


Clients

Client intimacy with enhanced global reach delivering end-to-end capabilities




Expanded product and service offering, including mission-critical intellectual property




Operational excellence and enhanced customer service




Employer of choice – industry-leading employee retention




Talented team driven towards the common goal of client success




Culture of continuous improvement and innovation




Ownership drives shared benefits of a performance-based culture




The transaction is expected to be immediately accretive to earnings per share in the range of 25-30% excluding acquisitionrelated and integration costs and the accretion is expected to increase throughout the three year integration period




Substantial integration benefits underpinned by CGI’s proven integration track record




Significant opportunity to improve margins through implementing CGI’s operational best practices and IP portfolio




Enhanced free cash flow generation allows for rapid deleveraging and strong shareholder returns

Employees

Shareholders

“Bring the Very Best to Clients Locally and Globally”

“As an Owner, Be Part of a Global Leader and Deliver Client Success”

“Creating Value and Delivering Profitable Growth”

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Logica – Key Highlights ● Leading European business and technology service company ● Pan-European presence with operations in an additional 19 countries globally ● 41,000 people globally, with approximately 17% in offshore locations ● Top market positions in utilities and oil and gas, with a strong presence in public services across Europe — Includes 7 of the top 10 listed European utilities and 7 of the top 10 listed European telecoms operators ● Outsourcing has grown to 45% of revenue in 2011 with the remainder derived from Consulting & Systems Integration ● Long-term relationships with clients, having developed and supported applications for many of its clients for over 25 years

Revenue 2011 Other North & Iberia Central Europe 3% 2% Germany 5%

RoW 6%

Other Nordics 6% Finland 9%

● 2011 revenue of £3.9 billion (C$6.2 billion) and EBITA1 of £247 million (C$392 million), respectively

France 22%

Benelux 12%

UK 19%

Sweden 16%

Logica’s Leading Market Positions Across Europe Reflect its European Heritage, Long-Term Client Relationships and Deep Sector Expertise Note: GBP converted into CAD at FX rate of 1.60 1 EBITA is from continuing operations, before exceptional items and amortisation of intangible assets initially recognised at fair value in a business combination and reflects numbers before the impact of £39 million of contract charges and £93 million of restructuring charges announced on December 14, 2011

5

Logica – Leading Market Positions and Long-term Client Relationships Logica’s Market Position

0%

20%

40%

60%

80%

100%

Blue-Chip Client Relationships IT Services Spend by Country (€B)2

4th

24

10th

53

Sweden

1st

7

Netherlands

5th

12

Nordics¹

2nd

11

Germany

14th

32

France

UK

Top 10 Players

Others

Logica Has a Strong Brand Presence and Leading Position Across the Largest European Markets with a Blue Chip Client Base Source: Logica public filings, Gartner data based on 2010 and 2011 1 Nordics include Finland, Norway and Denmark. Sweden is excluded 2 CY2011

6

Strategic Rationale

Acquisitions

Proven Track Record of Improving Acquired Companies’ Margins to CGI’s Best-in-Class Performance

2001

• Added India operations to provide clients with expanding global delivery options

2003

• Strengthened CGI’s North American platform

2004

• Doubled the size of CGI in the US and tripled its size in Europe

2010

2011

• Added scale to CGI’s US operations and additional capabilities to its government segment

• Integrated acquisitions under best practices • CGI’s business model and associated frameworks

Adj. EBIT Margin Pre-Acquisition

13.0% 9.0% 4.0%

3.7%

3.7%

Disciplined Acquisition Strategy Integration is a Core Competency of CGI

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Europe: The Next Stage in CGI’s Global Expansion

Europe: The Next Stage in CGI’s Global Expansion


Europe is the second largest IT services market after the US, with €187 billion spent annually




Two thirds of existing CGI clients have operations in Europe, offering CGI an exciting growth opportunity




Clients are increasingly seeking to procure on a global basis

Combined Business European Presence Logica – c.33,000 employees in Europe CGI – c.2,000 employees in Europe

Logica: A Unique Opportunity


One of the largest independent European IT Services companies




One of the strongest European footprints, with truly pan-European presence and scale




Embedded client relationships, with deep business and technology expertise

Source: Datamonitor, Wall Street research, Amcham

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Key Attributes of a Global Champion CGI

People and Culture

Client Proximity with Blended Global Delivery

•

Entrepreneurial approach

•

85% of professionals are owners

•

Performance-based culture

•

Strong local presence

•

Broad client relationships

•

Unique global delivery network with integrated operational model

•

Strong delivery platforms in key European markets

Commitment to client satisfaction and service delivery excellence

 Exceptional, committed and driven people creates deep talent pool  Performance-based culture allows members to benefit from success

 Leverage significant global presence and combined global delivery footprint  Enhanced client intimacy and delivery of high quality services in the right places all the time

Strong growth in offshore centres

Leading independent provider of endto-end consulting, systems integration and outsourcing services

•

Deep vertical expertise through outsourcing, business consulting, systems integration and professional services

 Expanded product and service offerings

•

Unique application service methodologies and best practices

•

•

95% on-time, on-budget

Strong heritage around design of complex, secure, and reliable technology systems

 CGI’s proven methodology and framework will drive growth and consistent margin performance

•

Industry leading margins

•

Recurring revenue base supported by long-term relationships

•

Large portfolio of proprietary mission critical solutions (20% of revenue derived from IP-based services and solution)

•

Significant IP-based offerings (SaaS and Business Platforms)

End-to-End Capabilities

Mission-Critical Intellectual Property

•

Combined

• •

Operational Excellence

Logica

 Enhanced sales capabilities, globally

 Expansion of IP-portfolio creates opportunities and distribution channels for revenue growth and margin improvement

CGI: Built to Grow and Last

9

Diversified and Balanced Revenue Profile CGI

Logica

Europe 6% US 48%

Other North & Iberia Central Europe Germany 2% 1% 4%

RoW 6% France 22%

RoW 4%

Other Nordics 9%

US 20%

Other Nordics 6%

Revenue by Geography

Finland 9%

Canada 46%

Manufacturing, Retail & Distribution 12%

UK 19%

Benelux 12%

Revenue: C$4.2B1

Revenue by Vertical

Other North & Iberia Central Europe 3% 2% Germany 5%

CGI (Post-Combination)

Health 10% Government 40%

Canada 18%

Sweden 10% UK 12%

Sweden 16%

Revenue: C$6.2B2

Telecoms & Media 8% Financial Services 16%

Benelux 7%

Manufacturing, Retail & Distribution 29%

France 14%

Revenue: C$10.4B

Financial Services 19%

Health 4% Government 34%

Telecoms & Utilities 13% Energy & Utilities 18% Financial Services 25%

Note: GBP converted into CAD at FX rate of 1.60 1 Based on financial results for the twelve month period ending Dec 31, 2011 (IFRS) 2 Based on CY2011 underlying revenue

Government 28%

Telecom, Energy & Utilities 21%

Manufacturing, Retail & Distribution 22%

10

Serving Clients Locally and Globally

CGI and Logica Logica

11

Transaction Enhances Blended Global Delivery Model

Saguenay Québec Montreal

Lebanon (Virginia) Belton (Texas)

Fredericton Moncton Charlottetown

Poland Czech Republic

Slovakia Hungary

Spain

Halifax

Sherbrooke Troy (Alabama)

Morocco Egypt

India Philippines Malaysia

Delivery Centres – Number of Employees CGI

Logica

Combined

India North America Philippines Morocco Europe

3,800 1,400 300

5,050 1,060 730 200

8,850 1,400 1,060 730 500

Total

5,500

7,040

12,540

CGI

Logica

Combined c.12,500 Employees Working in 22 Delivery Centres Globally

12

Integration Philosophy

Our Guiding Principle: The Customer Comes First



Client-facing activities first Alignment of global accounts


Operational focus

 One solution portfolio based on the best of both companies  One fully integrated operating model with local flexibility  One integrated organisation, with single territory accountabilities  One brand in all countries around the world

Culture that Rewards a Focus on Our Clients, Innovation and Operational Excellence 13

Compelling Integration Benefits




Potential Integration Benefits







Detailed review of operations to assess and identify opportunities including:


Duplication




Fixed assets (i.e. real estate; telephony) optimisation




Procurement

Focus on delivering CGI’s best in class management ratios and associated metrics:


Enhance utilisation




Focus on profitable growth

The enlarged business is expected to deliver annual integration benefits totalling £125 million (C$200 million) by the end of the third financial year following completion


Potential Revenue Opportunities

One-off cost of £165 million (C$265 million) over 3 years




Leverage combined scale and expertise to expand our full offering strategy




Utilise consulting and front end expertise to access broader set of opportunities




Cross-sale of IP-based services and solutions to the combined customer base

The Integration Benefits are Underpinned by CGI’s Proven Track Record

14

Timetable

1




May 31, 2012: Rule 2.7 announcement




Within 28 days1: Shareholder documentation posted to Logica shareholders




By end of September 2012: Expected completion

Unless otherwise agreed with the UK Takeover Panel

15

Financial Impact for Stakeholders

What Will Change

What Won’t Change

What Will Be Delivered




Greater revenue and earnings diversification on both a geographical and vertical basis




Broaden global network




Enhanced IP and service offerings




World class professionals committed to client intimacy and operational excellence




Maintain a strong balance sheet and financial flexibility




Discipline to grow profitably




Fully integrated and independent global end-to-end business and technology service provider




Significant value creation




Industry leading margins and returns to shareholders

16

Compelling Transaction for All Stakeholders

Clients

Employees

Shareholders

“Bring the Very Best to Clients Locally and Globally”

“As an Owner, be Part of a Global Leader and Deliver Client Success”

“Creating Value and Delivering Profitable Growth”

17