CGI announces intent to repurchase 3.97 million of its shares held by CDPQ

CGI (TSX: GIB.A) (NYSE: GIB) announced today that it intends to enter into a private agreement with Caisse de dépôt et placement du Québec ("CDPQ ") for the purchase for cancellation of 3,968,159 of its Class A subordinate voting shares ("Class A Shares") held by CDPQ for a price of $100.80 per Class A Share, which represents a discount to the closing price on February 28, 2022 of the Class A Shares on the Toronto Stock Exchange ("TSX").

The transaction will be made in connection with the periodic portfolio rebalancing of CDPQ. Once completed, CDPQ will continue to hold approximately 23.5 million Class A Shares, representing approximately 9.8% of CGI's total outstanding shares.

"Once again this year, CGI produced excellent results for its shareholders. This repurchase of shares is an opportunity to monetize a portion of our investment to the benefit of our depositors, and we plan to reinvest this amount in Québec companies,” said Kim Thomassin, Executive Vice-President and Head of Québec at CDPQ. “Following this transaction, CDPQ will continue to be one of the main shareholders of CGI, and we intend to remain so to support the long-term growth of this information technology leader.”

"This transaction is consistent with our value creation strategy and is immediately accretive to our shareholders," said Julie Godin, Co-Chair of the Board, CGI. "With a solid balance sheet and excellent cash generation combined with $2.7 billion of cash readily available at the end of December 2021, CGI has the strength and capital resources to execute on our Build and Buy profitable growth strategy."

A favourable decision was obtained from the Autorité des marchés financiers (AMF) to exempt CGI from the issuer bid requirements under applicable securities legislation. The transaction will be entered into at a discount, in accordance with the decision of the AMF, and is expected to be entered into later today and settled on March 2, 2022.

The share repurchase will be made under CGI's normal course issuer bid ("NCIB"), the renewal of which was announced on February 2, 2022. Under the NCIB, CGI is authorized to repurchase up to 18,781,981 Class A Shares by February 5, 2023. The NCIB allows for purchases outside the facilities of the TSX by private agreements pursuant to exemption orders issued by securities regulators. As at February 25, 2022, 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 the SEDAR website at sedar.com following the completion thereof. CGI will not issue any additional press release in respect of this share repurchase.

Forward-looking information and statements

This press release contains “forward-looking information” within the meaning of Canadian securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable United States safe harbours. All such forward-looking information and statements are made and disclosed in reliance upon the safe harbour provisions of applicable Canadian and United States securities laws. Forward-looking information and statements include all information and statements regarding CGI’s intentions, plans, expectations, beliefs, objectives, future performance, and strategy, as well as any other information or statements that relate to future events or circumstances and which do not directly and exclusively relate to historical facts. Forward-looking information and statements often but not always use words such as “believe”, “estimate”, “expect”, “intend”, “anticipate”, “foresee”, “plan”, “predict”, “project”, “aim”, “seek”, “strive”, “potential”, “continue”, “target”, “may”, “might”, “could”, “should”, and similar expressions and variations thereof. These information and statements are based on our perception of historic trends, current conditions and expected future developments, as well as other assumptions, both general and specific, that we believe are appropriate in the circumstances. Such information and statements are, however, by their very nature, subject to inherent risks and uncertainties, of which many are beyond the control of CGI, and which give rise to the possibility that actual results could differ materially from our expectations expressed in, or implied by, such forward-looking information or forward-looking statements. These risks and uncertainties include but are not restricted to: risks related to the market such as the level of business activity of our clients, which is affected by economic and political conditions, other external risks (such as pandemics) and our ability to negotiate new contracts; risks related to our industry such as competition and our ability to attract and retain qualified employees, to develop and expand our services, to penetrate new markets, and to protect our intellectual property rights; risks related to our business such as risks associated with our growth strategy, including the integration of new operations, financial and operational risks inherent in worldwide operations, foreign exchange risks, income tax laws and other tax programs, our ability to negotiate favourable contractual terms, to deliver our services and to collect receivables, the reputational and financial risks attendant to cybersecurity breaches and other incidents, and financial risks such as liquidity needs and requirements, maintenance of financial ratios, and changes in creditworthiness and credit ratings; as well as other risks identified or incorporated by reference in this press release, in CGI's annual and quarterly MD&A and in other documents that we make public, including our filings with the Canadian Securities Administrators (on SEDAR at www.sedar.com) and the U.S. Securities and Exchange Commission (on EDGAR at www.sec.gov). For a discussion of risks in response to the coronavirus (COVID-19) pandemic, see Pandemic risks in section 10.1.1. of our annual MD&A and section 8.1.1. of our quarterly MD&A. Unless otherwise stated, the forward-looking information and statements contained in this press release are made as of the date hereof and CGI disclaims any intention or obligation to publicly update or revise any forward-looking information or forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. While we believe that our assumptions on which these forward-looking information and forward-looking statements are based were reasonable as at the date of this press release, readers are cautioned not to place undue reliance on these forward-looking information or statements. Furthermore, readers are reminded that forward-looking information and statements are presented for the sole purpose of assisting investors and others in understanding our objectives, strategic priorities and business outlook as well as our anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes. Further information on the risks that could cause our actual results to differ significantly from our current expectations may be found in the section titled Risk Environment of CGI's annual and quarterly MD&A, which is incorporated by reference in this cautionary statement. We also caution readers that the above-mentioned risks and the risks disclosed in CGI's annual and quarterly MD&A and other documents and filings are not the only ones that could affect us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial could also have a material adverse effect on our financial position, financial performance, cash flows, business or reputation.