.2

 

Notice of Annual General Meeting of Shareholders and

Management Proxy Circular

 

These materials are being sent to both registered and non-registered owners of shares. Non-registered shareholders are either objecting beneficial owners who object that intermediaries disclose information about their ownership in the Company, or non-objecting beneficial owners, who do not object to such disclosure. The Company pays intermediaries to send proxy-related materials to both objecting and non-objecting beneficial owners. Please return your voting instructions as specified in the request for voting instructions.

 

Table of Contents

 

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS			i
LETTER TO SHAREHOLDERS			iii
GENERAL INFORMATION			1
ATTENDING THE VIRTUAL MEETING			1
SUBMITTING QUESTIONS			1
NOTICE AND ACCESS			2
PROXIES			2
Solicitation of Proxies			2
Appointment and Revocation of Proxies			3
HOW TO VOTE			4
Registered Shareholders			4
Non-Registered Shareholders			4
Voting in Advance of the Meeting			5
By Internet			5
By Phone			5
By Mail			5
Voting at the Meeting			6
Changing Your Vote			6
VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES			6
Class A Shares and Class B Shares			7
Voting Rights			7
Subdivision or Consolidation			7
Rights upon Liquidation			7
Conversion Rights of Class A Shares in Specific Circumstances			7
Conversion of Class B Shares			7
Issuance of Class B Shares			7
Dividends			8
Amendments			8
Rank			8
First Preferred Shares			8
Second Preferred Shares			9
Normal Course Issuer Bid			9
Principal Holders of Class A Shares and Class B Shares			9
BUSINESS TO BE TRANSACTED AT THE MEETING			10
NOMINEES FOR ELECTION AS DIRECTORS			11
REPORT OF THE HUMAN RESOURCES COMMITTEE			24
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS			24
Executive Compensation Process for the 2025 Fiscal Year			24
The Human Resources Committee of the Board of Directors			24
Executive Compensation Related Fees			26
Composition of Comparator Groups			27
Executive Compensation Components			28
Base Salary			29
Short-Term Incentive Plan – Profit Participation Plan			29
Performance Factors			29

 

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Long-Term Incentive Plans			31
Share Option Plan			31
Share Unit Plan			32
Award Date Fair Value			32
Performance Factors and Vesting Conditions			32
Long Term Incentive Plan Awards in Fiscal 2025			33
Total At Risk Compensation and Actual Payouts			34
Incentive Plan Awards – Value Vested or Earned During the Year			35
Performance Graph			36
Compensation of Named Executive Officers			38
Summary Compensation Table			38
KEY FEATURES OF CGI’S LONG-TERM INCENTIVE PLANS			39
Share Option Plan			39
Blackout Periods			40
Extensions for Length of Service			40
Amendments to Share Option Plan			41
Equity Compensation Plan Information as at September 30, 2025			42
Share Unit Plan			42
Blackout Periods			43
Termination Benefits			43
COMPENSATION OF DIRECTORS			43
Board of Directors and Standing Committee Fees			43
Directors’ Compensation Table			44
Deferred Stock Units Plan and Deferred Stock Units Granted to Directors			44
Stock Options Held by Directors			45
Incentive Plan Awards – Value Vested or Earned During the Year			46
Additional Disclosure Relating to Directors and Named Executive Officers			46
REPORT OF THE CORPORATE GOVERNANCE COMMITTEE			46
CORPORATE GOVERNANCE PRACTICES			47
CGI’s Shareholders			47
Shareholder Satisfaction Assessment Program			48
Majority Voting Policy			49
Clawback Policy			49
Insider Trading and Blackout Periods Policy			50
MANDATE, STRUCTURE AND COMPOSITION OF THE BOARD OF DIRECTORS			50
Board of Directors and Committee Charters			50
ROLE AND RESPONSIBILITIES OF THE FOUNDER AND CO-CHAIR OF THE BOARD OF DIRECTORS, THE EXECUTIVE CHAIR OF THE BOARD OF DIRECTORS, AND THE PRESIDENT AND CHIEF EXECUTIVE OFFICER .			51
ROLE AND RESPONSIBILITIES OF THE LEAD DIRECTOR AND STANDING COMMITTEE CHAIRS			52
Lead Director			52
Standing Committee Chairs			52
CRITERIA FOR TENURE ON CGI’S BOARD OF DIRECTORS			53
Independence			53
Expertise and Financial and Operational Literacy			53
Attendance at Board and Standing Committee Meetings			56
Share Ownership Guideline for Directors			57
Availability and Workload			58
Conflicts of Interest			59
Director Orientation and Continuing Education Program			59
New Director Orientation			59

 

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Continuing Education Program			59
2025 Continuing Education Presentations			60
Self-Assessment and Peer Review			60
Retirement Age and Director Term Limits			60
NOMINATION PROCESS FOR THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS			61
Board of Directors			61
Succession Planning for Executive Officers			62
BOARD OF DIRECTORS PARTICIPATION IN STRATEGIC PLANNING			62
GUIDELINES ON TIMELY DISCLOSURE OF MATERIAL INFORMATION			62
CODES OF ETHICS			63
ENVIRONMENTAL, SOCIAL AND GOVERNANCE			64
REPORT OF THE AUDIT AND RISK MANAGEMENT COMMITTEE			64
EXTERNAL AUDITOR			65
AUDITOR INDEPENDENCE POLICY			65
PERFORMANCE OF SERVICES			65
GOVERNANCE PROCEDURES			66
MANAGEMENT AND COMMITTEE RESPONSIBILITIES			66
ANNUAL EXTERNAL AUDITOR ASSESSMENT			66
FEES OF THE EXTERNAL AUDITOR			67
RELATED PARTY TRANSACTIONS			67
OTHER BUSINESS TO BE TRANSACTED AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS			67
ADDITIONAL INFORMATION			67
SHAREHOLDER PROPOSALS			68
APPENDIX A			69
STOCK OPTIONS AND SHARE-BASED AWARDS HELD BY NAMED EXECUTIVE OFFICERS			69
APPENDIX B			71
STOCK OPTIONS AND SHARE-BASED AWARDS HELD BY DIRECTORS			71
APPENDIX C			72
SHAREHOLDER PROPOSALS			72

 

© CGI Inc.		I 2025 MANAGEMENT PROXY CIRCULAR

Notice of Annual General Meeting of Shareholders

Date, Time and Place

Notice is hereby given that an Annual General Meeting of Shareholders (the “Meeting”) of CGI Inc. (“CGI” or the “Company”) will be held virtually on Wednesday, January 28, 2026, at 11:00 a.m. (Eastern Standard Time) via live video webcast at https://www.icastpro.ca/ukd54d. Shareholders will not be able to attend the Meeting in person, but will have the opportunity to participate in real time and vote at the Meeting virtually in the manner set forth in CGI’s Management Proxy Circular, through a web-based platform, regardless of their geographic location.

Business to Be Transacted at the Meeting

 

1.	To receive the report of the directors, together with the Annual Audited Consolidated Financial Statements of the Company and the report of the auditor for the fiscal year ended September 30, 2025;

 

2.	to elect directors;

 

3.	to appoint the auditor for the fiscal year of the Company ending September 30, 2026, and authorize the Audit and Risk Management Committee to fix its compensation;

 

4.	to consider and to vote on the shareholder proposals attached as Appendix C; and

 

5.	to transact such other business as may properly come before the Meeting or any adjournment thereof.

Attendance and Voting by Shareholders at the Meeting

By logging on to https://www.icastpro.ca/ukd54d and following the instructions set forth in the Management Proxy Circular, shareholders will be able to attend the Meeting live, submit questions and vote their shares while the Meeting is being held.

Only shareholders shown on the register of shareholders of CGI at the close of business on December 1, 2025, and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholders), will be entitled to vote at the Meeting during the live video webcast. CGI’s register of shareholders is kept by its transfer agent, Computershare Investor Services Inc.

Registered and non-registered shareholders entitled to vote at the Meeting may vote by proxy in advance of the Meeting. Non-registered shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting and ask questions, but will not be able to vote. Guests will be able to attend the Meeting but will not be able to submit questions nor vote their shares (if any).

Proxy Voting

Proxies submitted by mail, phone or internet must be received by Computershare Investor Services Inc. by 11:00 a.m., Eastern Standard Time, on Tuesday, January 27, 2026.

We wish to have as many shares as possible represented and voted at the Meeting. For this reason, and regardless of whether you are able to attend the Meeting via the live video webcast, shareholders are strongly encouraged to complete, date, sign and return the accompanying form of proxy or voting instruction form, as applicable, in accordance with the instructions set out on such form and in the Management Proxy Circular or, alternatively, vote by phone or vote using the internet. Instructions on how to vote by phone or by using the internet are provided on the form of proxy or voting instruction form and in the Management Proxy Circular.

CGI has opted to use the Notice and Access rules adopted by Canadian securities regulators to reduce the volume of paper in the materials distributed for the Meeting. Instead of receiving the enclosed Management Proxy

 

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Circular with the form of proxy or voting instruction form, shareholders received a Notice of Meeting with instructions on how to access the remaining Meeting materials online. CGI’s Management Proxy Circular and other relevant materials are available on the internet at www.envisionreports.com/gib2025 as well as on the Canadian Securities Administrators’ website at www.sedarplus.ca. The webcast will be temporarily archived on the Company’s website afterwards.

If you are a registered shareholder or a non-objecting beneficial owner and have any questions regarding this Notice of Meeting, the Notice and Access procedures or the Meeting, please contact Computershare Investor Services Inc. at 1-866-962-0498 (Canada and U.S.) or +1-514-982-7555 (international). If you are an objecting beneficial owner, please contact Broadridge Investor Communications Corporation toll free at 1-877-907-7643 (Canada and U.S., in English or French), or at +1-303-562-9306 (international, in French) or at +1-303-562-9305 (international, in English).

Montreal, Quebec

Dated December 1, 2025

By order of the Board of Directors,

/s/ Benoit Dubé

Benoit Dubé

Executive Vice-President, Legal and Economic Affairs, and Corporate Secretary

 

© CGI Inc.		I 2025 MANAGEMENT PROXY CIRCULAR ii

Letter to Shareholders

Dear Fellow Shareholders,

Fiscal 2025 was marked by ongoing change, as clients adapted to shifting macroeconomic and geopolitical market conditions. The need to simplify, modernize, and secure complex systems and business processes continues to increase. Among the 1,800 business and IT executives we interviewed as part of our annual Voice of Our Clients program, 69% cite that finding skilled IT talent remains a widespread challenge. As modernization priorities continue to accelerate across every industry sector, having the right IT talent is more critical than ever.

Our professionals – whom we refer to as CGI Partners as 88% of them are also shareholders – are the right experts clients need to help achieve their digital transformation goals, including through the meaningful and responsible use of advanced AI. Clients recognize our commitment, providing our teams this year with an overall client satisfaction score of 9.5 out of 10. We thank our consultants worldwide for bringing forward innovative, proven services and solutions that are helping clients be more resilient in today’s market.

As we look ahead to our 50th year of client service, we continue to focus on our own growth and resilience to best serve all of our stakeholders. This includes a business model built on being proximate with clients to serve as their trusted partners, supported by our commitment to continuous learning; diversifying our business by metro market, economic sector, and type of service; and upholding the strong ownership culture that unites us.

We continue to invest in balanced growth that benefits all stakeholders. During the fiscal year, we completed five acquisitions, each accretive in their first year. These mergers expand our geographic reach and enhance our end-to-end offerings, particularly in high-demand areas such as AI, data, cloud, and engineering. As we bring our full value proposition to new clients, these investments are designed to fuel future growth.

We also continued to strengthen our position to lead in the next phase of digital transformation. Together with our clients, we simplify and orchestrate digital complexity to advance toward AI-driven business transformation. In short, we are their ‘AI to ROI partner,’ guided by four strategic pillars: embedding AI into our end-to-end services; leading with AI integrated platforms across CGI IP and alliances partner technologies; uniting talent and AI technologies to accelerate client outcomes; and accelerating internal AI adoption to be an organization designed by and for humans, powered by AI.

Turning to fiscal 2026, we see most clients rebalancing their spend as managed services and AI-integrated services help them reduce operational costs. In most cases, they will reinvest these savings to fund their modernization initiatives, which requires technology partners like CGI to help them realize their expected ROI.

In January, we begin a year-long celebration of our 50 years in business under the theme of Building what’s next. Focused on the future, this milestone underscores our continued commitment to serving as a partner, employer, and investment of choice.

Finally, we would like to thank Frank Witter, who is not seeking re-election as a member of the Board of Directors this coming year. We are grateful for his advice and leadership, as well as for his contributions to our success.

We also thank our stakeholders for their ongoing trust: our clients, for collaborating with us as your partner and expert of choice; our CGI Partners, for their talent and focus on achieving outcomes; and you, our fellow shareholders, for your continued confidence in our company.

 

/s/ Serge Godin		/s/ Julie Godin		/s/ François Boulanger
Serge Godin Founder and Co-Chair of the Board of Directors		Julie Godin Executive Chair of the Board of Directors		François Boulanger President and Chief Executive Officer

 

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General Information

This Management Proxy Circular is provided in relation to the solicitation of proxies by the management of CGI Inc. (“CGI” or the “Company”) for use at the Annual General Meeting of Shareholders (the “Meeting”) of the Company which will be held virtually, via live video webcast, on January 28, 2026, and at any adjournment thereof. Unless otherwise indicated, the information provided in this Management Proxy Circular that relates to financial information is provided as at September 30, 2025, all other information is provided as at December 1, 2025, and all currency amounts are shown in Canadian dollars.

We encourage you to read our annual Management’s Discussion and Analysis, Annual Audited Consolidated Financial Statements, and this Management Proxy Circular to become better acquainted with CGI. We are confident that, as you come to know us, you will appreciate the strength of our commitment to our three stakeholders: our clients, our CGI Partners, and you, our shareholders.

Attending the Virtual Meeting

To attend the Meeting, registered and non-registered shareholders will need to login on https://www.icastpro.ca/ukd54d and follow the instructions set forth in this Management Proxy Circular. The Meeting platform is fully supported across browsers and devices running the most updated version of applicable software plugins. You should ensure you have a strong, preferably high-speed, internet connection wherever you intend to attend the Meeting. The Meeting will begin at 11:00 a.m. (Eastern Standard Time) on January 28, 2026. You should allow ample time to check into the Meeting online and complete the related procedure. It is recommended that you login at least fifteen minutes prior to the Meeting. Attending the Meeting virtually enables shareholders to ask questions in real time. Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) can vote at the appropriate times during the Meeting. If you are a non-registered shareholder located in the United States and wish to attend, submit questions or vote at the Meeting, see the heading How to Vote – Non-Registered Shareholders later in this document for additional instructions. Shareholders and duly appointed proxyholders who participate in the Meeting virtually, must be connected to the internet at all times during the Meeting in order to vote when balloting commences and it is their responsibility to ensure connectivity during the Meeting.

Non-registered shareholders who have not duly appointed themselves as proxyholders can attend the Meeting and ask questions by joining the live video webcast at https://www.icastpro.ca/ukd54d, but are not able to vote. Guests will be able to attend the Meeting but will not be able to submit questions nor vote their shares (if any).

Documents, websites and information referenced in this Management Proxy Circular are not incorporated by reference into this proxy circular unless such incorporation by reference is explicit.

Submitting Questions

At the Meeting, the Company will hold a live Q&A session to answer written questions submitted either before the Meeting through https://www.icastpro.ca/ukd54d (using the control number and password (CGI2025) included on the form of proxy or voting instruction form, as applicable) or during the Meeting by shareholders participating via live video webcast. Only shareholders and duly appointed proxyholders may submit questions at the Meeting, either before or during the Meeting.

The Chair of the Meeting reserves the right to edit questions or to reject questions deemed inappropriate in accordance with the rules of conduct of the Meeting, which are available at www.cgi.com/en/investors and on the Meeting web page at https://www.icastpro.ca/ukd54d. Any questions pertinent to the Meeting that cannot be answered during the Meeting due to time constraints will be posted online and answered at www.cgi.com/en/investors. The questions and answers will be available as soon as practicable after the Meeting and will remain available until one week after posting. The Chair of the Meeting has broad authority in all matters pertaining to

 

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the Meeting. To ensure that the Meeting is conducted in a timely manner, the Chair of the Meeting may exercise broad discretion with respect to, for example and without limitation, the questions and topics that will be addressed at the Meeting and the amount of time devoted to any question or topic.

Notice and Access

CGI uses the Notice and Access rules adopted by Canadian securities regulators to reduce the volume of paper in the materials distributed for the Annual General Meeting of Shareholders. Instead of receiving this Management Proxy Circular with the form of proxy or voting instruction form, shareholders received a Notice of Meeting with instructions on how to access the remaining materials online. CGI intends to pay for intermediaries to deliver the Notice of Meeting and voting instruction form and other materials to non-objecting beneficial owners and objecting beneficial owners.

This Management Proxy Circular and other relevant materials are available on the internet at www.envisionreports.com/gib2025 as well as on the Canadian Securities Administrators’ website at www.sedarplus.ca. If you would like to receive a paper copy of the materials distributed for the Annual General Meeting of Shareholders by mail, you must request it. Requesting a paper copy is free of charge. Registered shareholders and non-objecting beneficial owners may request a paper copy of the materials by calling Computershare Investor Services Inc. (“Computershare”) toll free at 1-866-962-0498 (Canada and U.S.) or +1-514-982-7555 (international) and entering the control number indicated on the form of proxy or voting instruction form they received with the Notice of Meeting. Objecting beneficial owners may request a paper copy of the materials by calling Broadridge Investor Communications Corporation toll free at 1-877-907-7643 (Canada and U.S., in English or French), at +1-303-562-9306 (international, in French), or at +1-303-562-9305 (international, in English) and entering the control number indicated on the voting instruction form they received with the Notice of Meeting.

To ensure you receive the materials in advance of the voting deadline and Meeting date, all requests must be received no later than January 14, 2026. If you do request a paper copy of the current materials, please note that another voting instruction form or proxy form will not be sent; please retain the one received with the Notice of Meeting for voting purposes.

To obtain a paper copy of the materials after the Meeting date, please contact CGI’s Investor Relations department by sending an e-mail to ir@cgi.com, by visiting the Investors section on the Company’s website at www.cgi.com or as follows:

Investor Relations

CGI Inc.

1350 René-Lévesque Boulevard West

25^th Floor

Montreal, Quebec

Canada

H3G 1T4

Tel.: +1-514-841-3200

Proxies

Solicitation of Proxies

The solicitation of proxies will be made primarily by mail for registered and non-registered shareholders and by e-mail for participants in CGI’s Share Purchase Plan. Proxies may also be solicited personally by e-mail or by phone by employees of the Company at minimal cost. The Company does not expect to pay any compensation for the solicitation of proxies, but will reimburse brokers and other persons holding shares for reasonable expenses for sending proxy materials to non-registered shareholders in order to obtain voting instructions.

 

© CGI Inc.		I 2025 MANAGEMENT PROXY CIRCULAR 2

The persons who may be appointed to act under the form of proxy or voting instruction form solicited by the management of the Company are all directors of the Company.

In order to be voted at the Meeting, a proxy must be received by Computershare by 11:00 a.m., Eastern Standard Time, on Tuesday, January 27, 2026. Proxies may also be received by the Corporate Secretary of the Company prior to the Meeting or any adjournment thereof at 1350 René-Lévesque Boulevard West, 25^th Floor, Montreal, Quebec, Canada, H3G 1T4, Attention: Corporate Secretary, at any time up to and including January 27, 2026, the last business day preceding the date of the Meeting.

The persons whose names are printed on the form of proxy or voting instruction form will vote all the shares in respect of which they are appointed to act in accordance with the instructions given on the form of proxy or voting instruction form. In the absence of a specified choice in relation to any matter to be voted on at the Meeting, or if more than one choice is indicated, the shares represented by the form of proxy or the voting instruction form will be voted:

FOR the election as directors of the thirteen persons nominated in this Management Proxy Circular;

FOR the appointment of PricewaterhouseCoopers LLP as auditor; and

AGAINST the shareholder proposals attached as Appendix C.

Every proxy given to any person in the form of proxy or voting instruction form that accompanies the Notice of Meeting will confer discretionary authority with respect to amendments or variations to the items of business identified in the Notice of Meeting and with respect to any other matters that may properly come before the Meeting.

Appointment and Revocation of Proxies

All shareholders have the right to appoint themselves or any person to act on their behalf at the Meeting other than the persons whose names are printed in the form of proxy or voting instruction form that accompanies the Notice of Meeting. To exercise this right, each shareholder should insert a proxyholder’s name in the space provided for that purpose in the form of proxy or voting instruction form, or provide a revised proxy in proper form appointing the proxyholder. Non-registered shareholders located in the United States must follow the instructions under the heading How to Vote – Non-Registered Shareholders later in this document.

In addition to the first step above, shareholders who wish to appoint a proxyholder (including shareholders who wish to appoint themselves as a proxyholder) must visit https://www.computershare.com/CGI2025 and provide the required proxyholder contact information so that Computershare may provide the proxyholder with a four-letter code via email. Without the four-letter code, proxyholders will not be able to vote at the Meeting. Failure to register a proxyholder online will result in the proxyholder not being able to vote at the Meeting.

The steps described above must be completed prior to 11:00 a.m., Eastern Standard Time, on Tuesday, January 27, 2026, failing which a proxyholder will not be able to vote at the Meeting on the appointing shareholder’s behalf.

A proxy may be revoked at any time by the person giving it to the extent that it has not yet been exercised. If you are a registered shareholder and you want to revoke your proxy, you may do so by providing a new proxy form to Computershare at any time before 11:00 a.m., Eastern Standard Time, on Tuesday, January 27, 2026. A proxy may also be revoked by a registered shareholder by delivering a written notice to the Corporate Secretary of the Company at 1350 René-Lévesque Boulevard West, 25^th Floor, Montreal, Quebec, Canada, H3G 1T4, Attention: Corporate Secretary, which must be received at any time up to and including January 27, 2026, the business day preceding the date of the Meeting. A registered shareholder may also access the Meeting via the live video

 

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webcast to vote at the Meeting, which will revoke any previously submitted proxy. If you do not wish to revoke a previously submitted proxy nor ask questions at the Meeting, you can attend the Meeting as a guest, as guests can listen to the Meeting, but are not able to vote nor to submit questions.

If you are a non-registered shareholder and you want to revoke your proxy, contact your broker or other intermediary to find out what to do. Please note that your intermediary will need to receive any new instructions sufficiently in advance of the Meeting to act on them.

How to Vote

Only persons shown on the register of shareholders at the close of business on Monday, December 1, 2025, and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholders), will be entitled to vote at the Meeting. The register of holders of Class A subordinate voting shares (“Class A Shares”) and Class B shares (multiple voting) (“Class  B Shares”) are kept by CGI’s transfer agent, Computershare.

Registered Shareholders

You are a registered shareholder if your name appears on your share certificate or your direct registration statement. Your proxy form tells you whether you are a registered shareholder. If you are a registered shareholder, you will receive a form of proxy containing the relevant details concerning the business of the Meeting, including a control number and password (CGI2025) that must be used in order to vote by proxy in advance of the Meeting or to join the live video webcast the day of the Meeting to attend, ask questions and vote at the Meeting, as applicable.

Non-Registered Shareholders

Non-registered shareholders or “beneficial owners” are holders whose shares are held on their behalf through a “nominee” such as a bank, a trust company, a securities broker or other financial institution. When you receive a voting instruction form, this tells you that you are a non-registered shareholder. Most CGI shareholders hold their shares in this way. Non-registered shareholders must seek instructions from their nominees as to how to complete their voting instruction form if they wish to vote their shares themselves at the Meeting. Non-registered shareholders who received or who were given access to this Management Proxy Circular in a mailing from their nominee must adhere to the voting instructions provided to them by their nominee.

Non-registered shareholders must use the control number and password (CGI2025) on their voting instruction form to join the live video webcast. Non-registered shareholders who wish to vote at the Meeting during the live video webcast must appoint themselves by inserting their own name in the space provided on the voting instruction form and adhere to the signing and return instructions provided by their nominee. By doing so, non-registered shareholders are instructing their nominee to appoint them as proxyholder. In addition to the first step above, non-registered shareholders who wish to appoint a proxyholder (including non-registered shareholders who wish to appoint themselves as proxyholder) must visit https://www.computershare.com/CGI2025 and provide the required proxyholder contact information so that Computershare may provide the proxyholder with a four-letter code via email. Without the four-letter code, proxyholders will not be able to vote at the Meeting.

The steps described above must be completed prior to 11:00 a.m., Eastern Standard Time, on Tuesday, January 27, 2026, failing which a proxyholder will not be able to vote at the Meeting on the appointing shareholder’s behalf.

If you are a non-registered shareholder located in the United States and wish to attend, submit questions or vote at the Meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described above

 

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and under the heading Attending the Virtual Meeting, you must obtain a valid legal proxy form from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting instruction form sent to you, or contact your intermediary to request a legal proxy form if you have not received one. The legal proxy form will be mailed to the person and address written on the voting instruction form. After obtaining a valid legal proxy form from your intermediary, you must then submit such legal proxy form to Computershare. You can submit your proxy: by (a) email to: USLegalProxy@computershare.com (Subject Line: Legal Proxy); or (b) courier to Computershare Investor Services Inc., 320 Bay Street, 14^th Floor, Toronto, Ontario, Canada, M5H 4A6, Attention: Legal Proxy, and in both cases, must be received by no later than 11:00 a.m., Eastern Standard Time, on Tuesday, January 27, 2026. You will receive confirmation of your registration by email after Computershare receives your registration materials. Please make sure to register your appointment as a proxyholder at https://www.computershare.com/CGI2025. Without following this process, your duly appointed proxyholder will only be able to log in to the meeting as a guest and will not be able to vote or otherwise participate or exercise rights as proxyholder at the meeting. However, if you have received confirmation of registration of your legal proxy, your duly appointed proxyholder may attend and participate at the meeting. You must allow sufficient time to Computershare for the mailing and return of the legal proxy form by this deadline. If you have any questions, please contact the person who services your account.

Non-registered shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting and ask questions, but will not be entitled to vote their shares at the Meeting.

Voting in Advance of the Meeting

Shareholders are strongly encouraged to vote in advance of the Meeting whether or not they are able to attend the Meeting (or any adjournment thereof) via the live video webcast. Below are the different ways in which registered and non-registered shareholders can give voting instructions, details of which are found on the form of proxy or voting instruction form provided, as applicable.

By Internet

If a shareholder elects to vote using the internet, the shareholder must access the following website: www.investorvote.com. Shareholders must follow the instructions that appear on the screen and refer to the form of proxy or voting instruction form, as applicable, for their control number.

By Phone

If a shareholder wishes to vote by phone, the shareholder must call the following toll-free number 1-866-732-VOTE (8683) (within North America) or +1-312-588-4290 (outside of North America). Shareholders must follow the instructions of the voice response system and refer to the form of proxy or voting instruction form, as applicable, for their control number.

By Mail

If a shareholder wishes to vote by mail, the shareholder must complete, date and sign the form of proxy or voting instruction form, as applicable, in accordance with the instructions set out on such form, and return it in the prepaid envelope provided.

Duly completed forms of proxy or voting instruction forms or internet or telephone voting instructions, as applicable, must be received by Computershare by 11:00 a.m., Eastern Standard Time, on Tuesday, January 27, 2026. Proxies may also be received by the Corporate Secretary of the Company prior to the Meeting or any adjournment thereof at 1350 René-Lévesque Boulevard West, 25^th Floor, Montreal, Quebec, Canada, H3G 1T4, Attention: Corporate Secretary, at any time up to and including Tuesday, January 27, 2026, the last business day preceding the date of the Meeting.

 

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Voting at the Meeting

Registered shareholders who wish to vote at the Meeting do not need to complete or return their proxy form. Non-registered shareholders who wish to vote at the Meeting must appoint themselves as proxyholder. The day of the Meeting, registered shareholders and non-registered shareholders who have duly appointed themselves as proxyholders will be able to vote via the live video webcast by completing a ballot online during the Meeting by visiting https://www.icastpro.ca/ukd54d and logging in using the control number and password (CGI2025) included on their proxy form, in the case of registered shareholders, or entering the four-letter code provided by Computershare via email and password (CGI2025), in the case of the proxyholder of non-registered shareholders, as applicable, as further described under the heading Attending the Virtual Meeting.

Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting, but will not be able to vote their shares at the Meeting.

Even if you currently plan to attend and vote at the Meeting, you should consider voting your shares in advance so that your vote will be counted if you later decide not to attend the Meeting. You should note however that if you access and vote on any matter during the Meeting, you will revoke any previously submitted proxy. If you do not wish to revoke a previously submitted proxy nor ask questions at the Meeting, you can attend the Meeting as a guest, as guests can listen to the Meeting, but are not able to vote nor to submit questions.

If you wish to appoint someone as proxy to vote your shares for you at the Meeting during the live video webcast, please follow the instructions found on either your proxy form or voting instruction form, as applicable. You will need to register your proxyholder (including registering yourself if you wish to appoint yourself as proxyholder) online at https://www.computershare.com/CGI2025 so that Computershare will provide a four-letter code to your proxyholder, which will allow your proxyholder to join the Meeting and vote your shares on your behalf, as further described under the heading Appointment and Revocation of Proxies.

Changing Your Vote

If you are a registered shareholder and you change your mind about how you voted before the Meeting, you may provide new voting instructions at www.investorvote.com, or a new form of proxy to Computershare at any time before 11:00 a.m., Eastern Standard Time, on Tuesday, January 27, 2026. A proxy may also be revoked by delivering a written notice to the registered office of the Company at 1350 René-Lévesque Boulevard West, 25^th Floor, Montreal, Quebec, Canada, H3G 1T4, Attention: Corporate Secretary, which must be received prior to or on January 27, 2026, the last business day preceding the date of the Meeting, or any adjournment thereof. A registered shareholder may also access the Meeting via the live video webcast to vote at the Meeting, which will revoke any previously submitted proxy. If you do not wish to revoke a previously submitted proxy, you should attend the Meeting as a guest. Guests can listen to the Meeting, but are not able to vote nor to submit questions.

If you are a non-registered shareholder and you change your mind about how you voted before the Meeting, contact your broker or other intermediary to find out what to do. Please note that your intermediary will need to receive any new instructions sufficiently in advance of the Meeting to act on them.

Voting Shares and Principal Holders of Voting Shares

The Company’s authorized share capital consists of an unlimited number of First Preferred Shares, issuable in series, an unlimited number of Second Preferred Shares, issuable in series, an unlimited number of Class A Shares and an unlimited number of Class B Shares, all without par value, of which, as at December 1, 2025, 193,039,648 Class A Shares and 24,122,758 Class B Shares were issued and outstanding.

The following summary of the material features of the Company’s authorized share capital is given subject to the detailed provisions of its articles.

 

© CGI Inc.		I 2025 MANAGEMENT PROXY CIRCULAR 6

Class A Shares and Class B Shares

Voting Rights

The holders of Class A Shares are entitled to one vote per share and the holders of Class B Shares are entitled to ten votes per share. As at December 1, 2025, 44.45% and 55.55% of the aggregate voting rights were attached to the outstanding Class A Shares and Class B Shares, respectively.

Subdivision or Consolidation

The Class A Shares or Class B Shares may not be subdivided or consolidated unless simultaneously the Class A Shares and the Class B Shares are subdivided or consolidated in the same manner and in such an event, the rights, privileges, restrictions and conditions then attaching to the Class A Shares and Class B Shares shall also attach to the Class A Shares and Class B Shares as subdivided or consolidated.

Rights upon Liquidation

Upon liquidation or dissolution of the Company or any other distribution of its assets among its shareholders for the purpose of winding up its affairs, all the assets of the Company available for payment or distribution to the holders of Class A Shares and holders of Class B Shares will be paid or distributed equally, share for share.

Conversion Rights of Class A Shares in Specific Circumstances

Subject to what is hereinafter set out, if a take-over bid or exchange bid or an issuer bid, other than an exempt bid (as defined in the articles of the Company), for the Class B Shares is made to the holders of Class B Shares without being made simultaneously and on the same terms and conditions to the holders of Class A Shares, each Class A Share shall become convertible into one Class B Share, from the date the offer is made, at the holder’s option, in order to entitle the holder to accept the offer. However, this right of conversion shall be deemed not to come into effect if the offer is not completed by its offeror or if the offer is rejected by one or several of the officers and full-time employees of the Company or its subsidiaries, and any corporate entity under their control, who are, as a group, owners, directly or indirectly, in any manner whatsoever, of more than 50% of the outstanding Class B Shares.

The articles of the Company contain a complete description of the types of bids giving rise to the rights of conversion, provide certain procedures to be followed to perform the conversion and stipulate that upon such a bid, the Company or the transfer agent will communicate in writing to the holders of Class A Shares full details as to the bid and the manner of exercising the right of conversion.

Conversion of Class B Shares

Each Class B Share may, from time to time, at the holder’s option, be converted into one Class A Share.

Issuance of Class B Shares

The Company’s articles provide for pre-emptive rights in favour of holders of Class B Shares. Therefore, the Company may not issue Class A Shares or securities convertible into Class A Shares without offering, in the manner determined by the Board of Directors, to each holder of Class B Shares, pro rata to the number of Class B Shares it holds, the right to subscribe concurrently with the issuance of Class A Shares or of securities convertible into Class A Shares, as the case may be, an aggregate number of Class B Shares or securities convertible into Class B Shares, as the case may be, sufficient to fully maintain its proportion of voting rights associated with the Class B Shares. The consideration to be paid for the issuance of each Class B Share or security convertible into Class B Shares, as the case may be, shall be equal to the issue price of each Class A Share or security convertible into Class A Shares then issued.

 

7 2025 MANAGEMENT PROXY CIRCULAR I		© CGI Inc.

The pre-emptive rights do not apply in the case of the issuance of Class A Shares or securities convertible into Class A Shares:

 

•

in payment of share dividends;

 

•

pursuant to the stock option plans or share purchase plans of the Company;

 

•

further to the conversion of Class B Shares into Class A Shares pursuant to the articles of the Company; or

 

•

further to the exercise of the conversion, exchange or acquisition rights attached to securities convertible into Class A Shares.

Any holder of Class B Shares may assign its pre-emptive rights to other holders of Class B Shares.

Dividends

The Class A Shares and Class B Shares participate equally, share for share, in any dividend which may be declared, paid or set aside for payment thereon. In fiscal 2024, the Board of Directors approved a dividend policy, which started as of the first quarter of the fiscal year ended September 30, 2025, under which the Company intends to pay, subject to the declaration by the Board of Directors, a quarterly cash dividend to holders of its Class A Shares and Class B Shares. For each quarter of fiscal 2025, the Company has declared and paid dividends of $0.15 per share to holders of Class A Shares and Class B Shares, the whole in accordance with its dividend policy. On November 4, 2025, the Board of Directors approved a cash dividend of $0.17 per share, which is payable on December 19, 2025, to shareholders of record as of the close of business on November 21, 2025. Future dividends and the amounts thereof will be at the discretion of the Board of Directors after taking into account the Company’s free cash flow, earnings, financial position, market conditions and other factors the Board of Directors deems relevant.

Amendments

The rights, privileges, conditions and restrictions attaching to the Class A Shares or Class B Shares may respectively be amended if the amendment is authorized by at least two-thirds of the votes cast at a meeting of holders of Class A Shares and Class B Shares duly convened for that purpose. However, if the holders of Class A Shares as a class or the holders of Class B Shares as a class were to be affected in a manner different from that of the other classes of shares, such amendment would, in addition, have to be authorized by at least two-thirds of the votes cast at a meeting of holders of shares of the class of shares so affected in a different manner.

Rank

Except as otherwise provided hereinabove, each Class A Share and each Class B Share carry the same rights, rank equally in all respects and are to be treated by the Company as if they constituted shares of a single class.

First Preferred Shares

The First Preferred Shares may be issued from time to time in one or more series and the Board of Directors of the Company has the right to determine, by resolution, the designation, rights, privileges, restrictions and conditions attaching to each series. The First Preferred Shares of each series rank equal to the First Preferred Shares of all other series and rank prior to the Second Preferred Shares, the Class A Shares and Class B Shares with respect to payment of dividends and repayment of capital. The holders of First Preferred Shares are entitled to receive notice of and attend any shareholders’ meetings and are entitled to one vote per share. As at December 1, 2025, no First Preferred Shares were outstanding.

 

© CGI Inc.		I 2025 MANAGEMENT PROXY CIRCULAR 8

Second Preferred Shares

The Second Preferred Shares may be issued from time to time in one or more series and the Board of Directors of the Company has the right to determine, by resolution, the designation, rights, privileges, restrictions and conditions attaching to each series. The Second Preferred Shares of each series rank equal to all other Second Preferred Shares of all other series and rank after the First Preferred Shares, but prior to the Class A Shares and Class B Shares with respect to payment of dividends and repayment of capital. The Second Preferred Shares are non-voting. As at December 1, 2025, no Second Preferred Shares were outstanding.

Normal Course Issuer Bid

On January 28, 2025, the Board of Directors authorized and subsequently received regulatory approval from the Toronto Stock Exchange (“TSX”) for the renewal of its NCIB and the purchase for cancellation of up to 10% of the public float of the Company’s Class A Shares as at January 23, 2025. The current NCIB enables the Company to purchase for cancellation on the open market through the facilities of the TSX and the New York Stock Exchange (“NYSE”) and through alternative trading systems, as well as outside the facilities of the TSX by private agreements pursuant to exemption orders issued by securities regulators, up to 20,196,413 Class A Shares. As at January 23, 2025, there were 202,607,722 Class A Shares of the Company outstanding of which approximately 99.68% were widely held. The Company was authorized to purchase Class A Shares under the current NCIB commencing on February 6, 2025, and may continue to do so until February 5, 2026, or until such earlier date when the Company will either have acquired the maximum number of Class A Shares allowable under the NCIB or elected to terminate the bid.

As at December 1, 2025, the Company had purchased for cancellation 10,449,297 Class A Shares under its current NCIB for an approximate aggregate cash consideration of approximately $1,407 million at a weighted average price of $134.64 per share. A copy of the Company’s Notice of Intention relating to the Company’s NCIB may be obtained free of charge from its Investor Relations department. See the heading Additional Information at the end of this document.

Principal Holders of Class A Shares and Class B Shares

As at December 1, 2025, to the knowledge of the directors and executive officers of the Company, the only person who beneficially owned, directly or indirectly, or exercised control or direction over 10% or more of CGI’s outstanding Class A Shares or Class B Shares was Mr. Serge Godin. His holdings are set out in the table that follows.

As at December 1, 2025, the Company and its related subsidiaries are controlled by Mr. Serge Godin, the Founder and Co-Chair of the Board of Directors.

 

Name		Shares – Class“A”								Shares – Class“B”								Total Equity
		Number				%				Number				%				Total % of Equity				Total Number of Votes				Total % of Votes
Serge Godin			318,109				0.16	%											0.15	%			318,109				0.07	%
											24,122,758				100	%			11.11	%			241,227,580				55.55	%
Total			318,109				0.16	%			24,122,758				100	%			11.25	%			241,545,689				55.62	%

As at December 1, 2025, the directors and executive officers of the Company, as a group, beneficially owned, directly or indirectly, or exercised control or direction over, 862,596 Class A Shares and 24,122,758 Class B Shares representing respectively approximately 0.45% of the issued and outstanding Class A Shares and 100% of the issued and outstanding Class B Shares.

 

9 2025 MANAGEMENT PROXY CIRCULAR I		© CGI Inc.

Business to Be Transacted at the Meeting

The following items of business will be presented to the shareholders at the Meeting:

 

1.	Presentation of the Annual Audited Consolidated Financial Statements

The Annual Audited Consolidated Financial Statements of the Company for the fiscal years ended September 30, 2025 and 2024, and the report of the auditor will be tabled at the Meeting. The Annual Audited Consolidated Financial Statements were mailed with the Notice of Meeting to shareholders who requested them. Copies of the Annual Audited Consolidated Financial Statements of the Company for the fiscal years ended September 30, 2025 and 2024, may be obtained from the Company upon request and are available on the internet at www.envisionreports.com/gib2025 as well as on the Canadian Securities Administrators’ website at www.sedarplus.ca.

 

2.	Election of Directors

Thirteen directors are to be elected to hold office until the close of the next Annual General Meeting of Shareholders, unless the office is earlier vacated. Each of the thirteen persons presented in this Management Proxy Circular is nominated for election as a director of the Company and each nominee has agreed to serve as a director if elected.

The persons named as proxies in the proxy form or voting instruction form, as applicable, intend to cast the votes represented by proxy at the Meeting FOR the election as directors of the thirteen persons nominated in this Management Proxy Circular unless shareholders direct otherwise.

 

3.	Appointment of Auditor

The Board of Directors recommends that PricewaterhouseCoopers LLP be appointed as the auditor of the Company to hold office until the next Annual General Meeting of Shareholders or until its successor is appointed. PricewaterhouseCoopers LLP was first appointed as the Company’s auditor at the Annual General and Special Meeting of Shareholders held on January 30, 2019.

The persons named as proxies in the proxy form or voting instruction form, as applicable, intend to cast the votes represented by proxy at the Meeting FOR the appointment of PricewaterhouseCoopers LLP as auditor and to vote to authorize the Audit and Risk Management Committee to fix the compensation of the auditor unless shareholders direct otherwise.

 

4.	Shareholder Proposals

Four shareholder proposals were submitted by the Mouvement d’éducation et de défense des actionnaires (“MÉDAC”). MÉDAC is a not-for-profit company whose registered office is located at 82 Sherbrooke Street West, Montreal, Quebec, Canada, H2X 1X3, holding 32 Class A Shares that were acquired on February 19, 2014. Shareholder Proposal Number Four is the same as MÉDAC’s proposal at last year’s annual general meeting of shareholders for which, at the Company’s request, MÉDAC agreed not to hold a vote based on exceptional circumstances and the Company’s agreement to present this proposal for a vote in this Management Proxy Circular.

The four proposals are enclosed as Appendix C hereto, along with the responses of CGI’s Board of Directors.

The persons named as proxies in the proxy form or voting instruction form, as applicable, intend to cast the votes represented by proxy at the Meeting AGAINST the adoption of each of the shareholder proposals attached as Appendix C, unless shareholders direct otherwise.

 

© CGI Inc.		I 2025 MANAGEMENT PROXY CIRCULAR 10

Nominees for Election as Directors

The persons whose names are printed in the form of proxy intend to vote for the election as directors of the proposed nominees whose names are set forth in the following pages. Each director elected will hold office until the next Annual General Meeting of Shareholders or until such director’s resignation, unless the office is earlier vacated.

The information below lists the name of each candidate proposed by the Board of Directors, on the recommendation of the Corporate Governance Committee, for election as a director; whether the candidate has been determined by the Board of Directors to be independent of, or related to, the Company; whether the candidate complies with the Company’s share ownership guideline; the candidate’s age; the language(s) in which the candidate is proficient; the principal occupation of the candidate; the city, province or state, and country of residence of the candidate; the year when the candidate first became a director, if currently a director; the voting results for the candidate in the previous year’s election, if applicable; the standing committee memberships of the candidate; the skills the candidate brings to the Board of Directors based on the Board of Directors’ skills matrix; the number of shares of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised; the number of Deferred Stock Units (“DSUs”) of the Company held (see the heading Deferred Stock Units Plan and Deferred Stock Units Granted to Directors later in this document); the number of stock options of the Company held (see the heading Share Option Plan later in this document); the number of Performance Share Units (“PSUs”) of the Company held (see the heading Share Unit Plan later in this document); as well as current and previous directorships.

 

11 2025 MANAGEMENT PROXY CIRCULAR I		© CGI Inc.

Information relating to shares, DSUs, stock options and PSUs, if any, beneficially owned, or over which control or direction is exercised, is provided as at December 1, 2025.

 

François Boulanger     Westmount, Quebec, Canada   Director since: 2024 Age: 60 Language(s): English and French   Director related to CGI, complies with the share ownership guideline		Mr. Boulanger was appointed President and Chief Executive Officer of CGI and a member of the Board of Directors in October 2024. In this role, Mr. Boulanger leads the development and implementation of CGI’s profitable growth strategy to continue building a company that is a partner of choice for clients, an employer of choice for people, and an investment of choice for shareholders. Together with his global leadership team, he guides CGI Partners around the world to harness the power of technology with the goal of delivering trusted insights and tangible business outcomes for clients. Prior to his appointment as CEO, Mr. Boulanger spent 25 years leading CGI teams around the world to deliver on a wide range of business and operational strategies. From 2022, in his role as President and Chief Operating Officer (COO), he led CGI’s operations in Canada, U.S. Commercial and State Government, Asia Pacific Global Delivery Centers of Excellence, and Global Intellectual Property Solutions. Also in this capacity, Mr. Boulanger oversaw CGI’s Global CIO function, which is responsible for the company’s digital strategy. He served as CGI’s Executive Vice-President and Chief Financial Officer from October 2014 until his appointment as COO, and in this role, oversaw the company’s global financial operations in addition to the internal audit, investment management, procurement, real estate, investor relations and environmental, social and governance (ESG) functions and strategies worldwide. Mr. Boulanger is based at the company’s global headquarters in Montreal. He is a Chartered Professional Accountant and holds a Bachelor of Business Administration (BBA) degree from HEC Montréal (1988).   President and Chief Executive Officer   Class A Shares: 55,640 (*) Stock options: 210,112 (‡) Performance Share Units: 124,717 (§)
		2025 votes in favour: 99.55%

 

Operational Literacy

Governance Risk and Compliance

Executive Leadership

Consulting Services and IT Industry

Geography

Vertical market

Financial Literacy

Governance and Human Resources

Finance

Accounting

Risk

✓

✓

Global

Multiple vertical markets

✓

✓

✓

✓

 

© CGI Inc.		I 2025 MANAGEMENT PROXY CIRCULAR 12

Sophie Brochu     Bromont, Quebec, Canada   Director since: 2023 Age: 62 Language(s): English and French   Independent director, complies with the share ownership guideline		Ms. Brochu is a corporate director. She served as President and Chief Executive Officer of Hydro-Québec from 2020 to April 2023. She was the first woman in the government-owned corporation’s history to hold that office on a permanent basis. Ms. Brochu has over 35 years of experience in the energy sector. She began her career in 1987 as a financial analyst with Société québécoise d’initiatives pétrolières (SOQUIP), a Quebec government corporation responsible for developing the natural gas network in the province. She joined Énergir (formerly known as Gaz Métro) in 1997 and, in 2007, was appointed its President and Chief Executive Officer, a position she held until 2019. Ms. Brochu serves as a director on the boards of CAE Inc. and Compagnie de Saint-Gobain SA. She is a past board member of the Bank of Montreal. Very active in the community, she has been involved with Centraide of Greater Montreal for many years and co-founded ruelle de l’avenir, a non-profit organization that encourages students in the Centre-Sud and Hochelaga neighborhoods of Montreal to stay in school. Ms. Brochu was awarded honorary doctorates by Université de Montréal (HEC Montréal), Bishop’s University and Université Laval. She is a member of the Order of Canada and an officer of the Ordre national du Québec.   Chair of the Human Resources Committee and Member of the Corporate Governance Committee   Class A Shares: 540 (*) Deferred Stock Units: 3,943 (+)
		2025 votes in favour: 97.55%

 

Operational Literacy

Governance Risk and Compliance

Executive Leadership

Consulting Services and IT Industry

Geography

Vertical market

Financial Literacy

Governance and Human Resources

Finance

Accounting

Risk

✓

North America

Multiple vertical markets

✓

✓

✓

✓

 

13 2025 MANAGEMENT PROXY CIRCULAR I		© CGI Inc.

George A. Cope     Toronto, Ontario, Canada   Director since: 2020 Age: 64 Language(s): English   Independent director, complies with the share ownership guideline		Mr. Cope is a corporate director. Prior to his retirement in January 2020, he was President and Chief Executive Officer of BCE Inc. and Bell Canada, a position he had held since 2008. Mr. Cope was recognized as Corporate Citizen of the Year in the Report on Business CEO of the Year Awards (2019), one of the Top 100 Best-Performing CEOs in the World by Harvard Business Review (2019) and as Canada’s Outstanding CEO of the Year for 2015 by the Financial Post. Under his leadership, Bell announced the Bell Let’s Talk initiative in 2010, the largest-ever corporate commitment to Canadian mental health and now one of the country’s most prominent community investment campaigns. Mr. Cope was named Ivey Business Leader of the Year in 2013 and is a past member of the school’s advisory board. He has been awarded honorary Doctorate degrees by his alma mater, the University of Windsor, as well as Trent University and Queen’s University. Mr. Cope was Chair of United Way Toronto’s 2013 campaign, and received the Queen’s Diamond Jubilee Medal for his work on Bell Let’s Talk. He is Chair of the board of the Bank of Montreal, and serves as a director of its U.S. subsidiary, BMO Financial Corp. He is a past board member of Maple Leaf Sports & Entertainment Ltd. (MLSE). Mr. Cope was appointed a Member of the Order of Canada in 2014 and was inducted into the Canadian Business Hall of Fame in 2018. Mr. Cope is a graduate of the Ivey School of Business at Western University.   Lead Director, Member of the Corporate Governance Committee and Human Resources Committee   Class A Shares: 30,000 (*) Deferred Stock Units: 12,336 (+)
		2025 votes in favour: 97.89%

 

Operational Literacy

Governance Risk and Compliance

Executive Leadership

Consulting Services and IT Industry

Financial Literacy

Governance and Human Resources

Geography

Vertical market

Finance

Accounting

Risk

✓

✓

Global

Multiple vertical markets

✓

✓

✓

✓

 

© CGI Inc.		I 2025 MANAGEMENT PROXY CIRCULAR 14

Jacynthe Côté     Candiac, Quebec, Canada   Director since: 2024 Age: 67 Language(s): English and French   Independent director, complies with the share ownership guideline		Ms. Côté is a corporate director. She is the Chair of the Board of Directors of Royal Bank of Canada. She was also the Chair of the Board of Directors of Hydro-Québec from 2018 to May 2023. She was President and Chief Executive Officer of Rio Tinto Alcan (mining and metallurgical company) from 2009 to 2014. Previously, Ms. Côté was President and Chief Executive Officer of Rio Tinto Alcan’s Primary Metal business unit. She joined Alcan Inc. in 1988 and held various senior management positions there during her 26-year career. Ms. Côté is a member of the Board of Directors of Transcontinental Inc. and Chair of the Board of Directors of Alloprof. Ms. Côté holds a bachelor’s degree in chemistry from Laval University and was awarded honorary doctorates by Université du Québec à Chicoutimi and Université de Montréal (HEC Montréal).   Member of the Corporate Governance Committee and Human Resources Committee   Class A Shares: 1,000 (*) Deferred Stock Units: 2,921 (+)   2025 votes in favour: 99.22%

 

Operational Literacy

Governance Risk and Compliance

Executive Leadership

Consulting Services and IT Industry

Financial Literacy

Governance and Human Resources

Geography

Vertical market

Finance

Accounting

Risk

✓

Global

Multiple vertical markets

✓

✓

✓

✓

 

15 2025 MANAGEMENT PROXY CIRCULAR I		© CGI Inc.

Julie Godin     Westmount, Quebec, Canada   Director since: 2013 Age: 50 Language(s): English and French   Director related to CGI, complies with the share ownership guideline		Julie Godin is Executive Chair of the CGI Board of Directors. As part of her mandate, Ms. Godin guides and collaborates with the Board and the executive team to set the strategic direction of the Company, including overseeing the development and execution of its rolling three-year strategic plan. She focuses on achieving results for and maintaining equilibrium among CGI’s three stakeholders—clients, CGI Partners and shareholders—to ensure each stakeholders’ long-term success. Ms. Godin joined CGI in 2009. Prior to her appointment as Executive Chair in 2025, she incrementally assumed responsibility for leading a range of enterprise functions that drive the company’s long-term strategic direction and Build and Buy profitable growth strategy. These critical global functions span human resources, including the design of CGI’s executive compensation programs; strategic planning; mergers and acquisitions; business consulting; CIO; marketing and communications; security; procurement and global business shared services. Earning a bachelor’s degree in kinesiology from the University of Sherbrooke, Ms. Godin began her career in the field of corporate health. In 2004, she founded Oxygen, a company that manages comprehensive health and well-being programs in the workplace. As CEO, she drove the firm’s strategic planning and growth, overseeing all operations and working closely with major clients. Oxygen merged its activities with those of CGI to offer CGI Partners worldwide a complete range of health and well-being services. From 2017 to 2021, Ms. Godin was a member of the Board of Directors of Canadian National, a transportation leader in North America. In 2000, she co-founded the Godin Family Foundation with a mission to alleviate poverty, promote education and improve the health of children and teens in need. Since its inception, the Foundation has helped more than 400 schools, hospitals, and youth organizations. She is also actively involved in multiple charitable organizations, notably acting as chair for fundraising and other campaigns to serve communities across Canada.   Executive Chair of the Board of Directors   Class A Shares: 33,820 (*) Stock options: 107,988 (‡) Performance Share Units: 99,658 (§)
		2025 votes in favour: 99.03%

 

Operational Literacy

Governance Risk and Compliance

Executive Leadership

Consulting Services and IT Industry

Financial Literacy

Governance and Human Resources

Geography

Vertical market

Finance

Accounting

Risk

✓

✓

Global

Multiple vertical markets

✓

✓

✓

✓

 

© CGI Inc.		I 2025 MANAGEMENT PROXY CIRCULAR 16

Serge Godin     Westmount, Quebec, Canada   Director since: 1976 Age: 76 Language(s): English and French   Director related to CGI, complies with the share ownership guideline		Serge Godin founded CGI in 1976. Today, CGI is one of the largest independent IT and business consulting services firms in the world. Mr. Godin led CGI as its President and Chief Executive Officer from its founding until 2006, when he became Executive Chairman of the Board of Directors. In 2025, he became Co-Chair of CGI’s Board of Directors with the responsibility to oversee transformational acquisitions and large-scale engagements with clients. Mr. Godin is the controlling shareholder of the Company. Under his leadership, CGI has expanded through both organic and inorganic strategies, growing from two consultants in 1976 to 94,000 consultants and professionals today. Mr. Godin is an Officer of the Order of Canada and an Officer of the National Order of Quebec. He was inducted into the Canadian Business Hall of Fame and received the Lifetime Achievement Award from the Canadian Youth Business Foundation. In 2011, he was named an Honorary Associate by the Conference Board of Canada. In 2015, he became a lifelong member of the Horatio Alger Association of Distinguished Americans, as a Canadian designee. In 2024, he received the EY Entrepreneur Of The Year® Quebec Lifetime Achievement Award and was made Chevalier de la Légion d’honneur of France. Mr. Godin has been awarded several honorary doctorate degrees, including from Montreal’s Concordia University (Law), Université Laval (Administrative Sciences) of Quebec City, HEC (Université de Montréal, affiliated Business School), York University (Law) in Toronto, ÉTS (École de technologie supérieure) of Montreal, and Desautels Faculty of Management, McGill University (Law). Mr. Godin completed studies in computer sciences (CEGEP college degree). After obtaining the equivalent of a bachelor’s degree in management, he undertook courses within the Masters of Business Administration (MBA) program at Université Laval, Quebec City. Mr. Godin has long been involved in charitable causes. In 2000, he established the Godin Family Foundation with a mission to alleviate poverty, promote education and improve the health of children and teens in need. Since its inception, the Foundation has helped more than 400 schools, hospitals, and youth organizations.   Founder and Co-Chair of the Board of Directors   Class A Shares: 318,109 (*) Class B Shares: 24,122,758 (*) Performance Share Units: 275,994 (§)
		2025 votes in favour: 96.77%

 

Operational Literacy

Governance Risk and Compliance

Executive Leadership

Consulting Services and IT Industry

Financial Literacy

Governance and Human Resources

Geography

Vertical market

Finance

Accounting

Risk

✓

✓

Global

Multiple vertical markets

✓

✓

✓

✓

 

17 2025 MANAGEMENT PROXY CIRCULAR I		© CGI Inc.

Gilles Labbé     Outremont, Quebec, Canada   Director since: 2010 Age: 69 Language(s): English and French   Independent director, complies with the share ownership guideline		Mr. Labbé is the Executive Chairman of the Board of Héroux-Devtek Inc., an international company specializing in the design, development, manufacture, repair, and overhaul of landing gear systems and components for the aerospace market. Prior to June 2019, Mr. Labbé had been President and Chief Executive Officer of Héroux-Devtek Inc. since the acquisition of Devtek Corporation by Héroux Inc. in 2000 and previously, he was the President and Chief Executive Officer of Héroux Inc. since 1989. Mr. Labbé holds a Bachelor of Business Administration degree from Université de Montréal and is a Fellow Chartered Professional Accountant (FCPA, FCA).   Member of the Audit and Risk Management Committee   Class A Shares: 13,246 (*) Deferred Stock Units: 40,211 (+)   2025 votes in favour: 98.72%

 

Operational Literacy

Governance Risk and Compliance

Executive Leadership

Consulting Services and IT Industry

Financial Literacy

Governance and Human Resources

Geography

Vertical market

Finance

Accounting

Risk

✓

✓

Global

Multiple vertical markets

✓

✓

✓

✓

 

© CGI Inc.		I 2025 MANAGEMENT PROXY CIRCULAR 18

Michael B. Pedersen     Toronto, Ontario, Canada   Director since: 2017 Age: 65 Language(s): English and Danish   Independent director, complies with the share ownership guideline		Mr. Pedersen is a corporate director. Prior to his retirement in June 2018, he was Special Advisor to the Chief Executive Officer of The Toronto-Dominion Bank since June 2017 and Group Head, U.S. Banking of The Toronto-Dominion Bank as well as President and Chief Executive Officer and a director of TD Bank US Holding Company, TD Bank, N.A. and TD Bank USA, N.A. from 2013 to 2017, where he was responsible for leading the bank’s retail and commercial banking operations in the United States. Prior to joining TD Bank Group in 2007, Mr. Pedersen worked at Barclays plc in the United Kingdom where he was responsible for three global businesses and prior to that he worked at CIBC where he held senior executive roles in retail and business banking. He serves as a director of AtkinsRéalis, and also previously served as Chairman of the Canadian Bankers Association, Chairman of the board of directors of the Business Development Bank of Canada and Chair of the National Board of Directors of the Nature Conservancy of Canada. Mr. Pedersen holds a Bachelor of Commerce degree from University of British Columbia and a Master’s degree in Industrial Relations from University of Toronto.   Chair of the Corporate Governance Committee and Member of the Human Resources Committee   Class A Shares: 24,350 (*) Deferred Stock Units: 18,399 (+)
		2025 votes in favour: 96.98%

 

Operational Literacy

Governance Risk and Compliance

Executive Leadership

Consulting Services and IT Industry

Financial Literacy

Governance and Human Resources

Geography

Vertical market

Finance

Accounting

Risk

✓

✓

Global

Multiple vertical markets

✓

✓

✓

✓

 

19 2025 MANAGEMENT PROXY CIRCULAR I		© CGI Inc.

Stephen S. Poloz     Orleans, Ontario, Canada   Director since: 2020 Age: 70 Language(s): English and French   Independent director, complies with the share ownership guideline		Mr. Poloz is a corporate director. A widely-recognized economist with nearly 40 years of experience in financial markets, forecasting and economic policy, Stephen S. Poloz served a seven-year term as the Governor of the Bank of Canada, starting in 2013. As Governor, he served as Chairman of the Bank’s board of directors. He was a director of the Bank for International Settlements (BIS) and the Canada Deposit Insurance Corporation. He was also Chair of the BIS Audit Committee and former Chair of the Consultative Council for the Americas. Previously, Mr. Poloz was President and CEO of Export Development Canada, a major public sector financial intermediary providing various forms of insurance and lending to facilitate international business on behalf of Canadian companies. Mr. Poloz currently serves as a director of Enbridge Inc. In 2024, he was appointed an Officer of the Order of Canada.   Member of the Audit and Risk Management Committee   Deferred Stock Units: 6,662 (+)   2025 votes in favour: 99.72%

 

Operational Literacy

Governance Risk and Compliance

Executive Leadership

Consulting Services and IT Industry

Financial Literacy

Governance and Human Resources

Geography

Vertical market

Finance

Accounting

Risk

✓

✓

Global

Multiple vertical markets

✓

✓

✓

✓

 

© CGI Inc.		I 2025 MANAGEMENT PROXY CIRCULAR 20

Mary G. Powell     South Hero, Vermont, United States   Director since: 2020 Age: 65 Language(s): English   Independent director, complies with the share ownership guideline		Ms. Powell is a corporate director. She currently serves as Chief Executive Officer of Sunrun Inc., the largest residential-solar and storage company in the U.S. Recognized as an energy transformation visionary, Mary G. Powell has served as President and Chief Executive Officer for Green Mountain Power Corporation (GMP) in the state of Vermont from 2008 through 2019. She led GMP’s ambitious energy transformation program to provide low carbon, low cost and reliable power to Vermont citizens. Ms. Powell has received various accolades, including the prestigious Rachel Carson Award in 2018, which honors distinguished female leaders influencing the environment. Ms. Powell served as Chair of The Solar Foundation and director of the Rocky Mountain Institute. She has extensive experience as a board member, and board chair, and currently serves on the board of directors of Sunrun, Inc.   Member of the Corporate Governance Committee and Human Resources Committee   Deferred Stock Units: 5,562 (+)   2025 votes in favour: 97.88%

 

Operational Literacy

Governance Risk and Compliance

Executive Leadership

Consulting Services and IT Industry

Financial Literacy

Governance and Human Resources

Geography

Vertical market

Finance

Accounting

Risk

✓

✓

North America

Multiple vertical markets

✓

✓

✓

✓

 

Alison C. Reed     London, United Kingdom   Director since: 2018 Age: 68 Language(s): English   Independent director, complies with the share ownership guideline		Ms. Reed is a corporate director. She previously held senior management roles at Marks and Spencer plc where she spent more than 20 years, including as Chief Financial Officer from 2001 to 2005, and at Standard Life Assurance Company and Standard Life plc, where she served as Chief Financial Officer from 2005 to 2006 and led the company’s listing on the London Stock Exchange. Ms. Reed has served on the board of directors of several companies, including British Airways plc, Darty plc and HSBC Bank plc. She currently serves as a director of NewDay Ltd. Ms. Reed holds a Bachelor of Arts degree from Exeter University and is a Chartered Accountant (ACA).   Member of the Audit and Risk Management Committee   Class A Shares: 5,750 (*)   2025 votes in favour: 99.76%

 

Operational Literacy

Governance Risk and Compliance

Executive Leadership

Consulting Services and IT Industry

Financial Literacy

Governance and Human Resources

Geography

Vertical market

Finance

Accounting

Risk

✓

✓

Global

Multiple vertical markets

✓

✓

✓

✓

 

21 2025 MANAGEMENT PROXY CIRCULAR I		© CGI Inc.

George D. Schindler     Fairfax, Virginia, United States   Director since: 2016 Age: 62 Language(s): English   Director related to CGI, complies with the share ownership guideline		Mr. Schindler served as President and Chief Executive Officer of CGI from 2016 to 2024. In this capacity, he led the development and implementation of the company’s “Build and Buy” profitable growth strategy to strengthen CGI’s market position as one of the world’s leading global business and strategic IT consulting services firms. Mr. Schindler joined the Company through its acquisition of American Management Systems, Inc. in 2004. Prior to his appointment as President and Chief Executive Officer, Mr. Schindler served as President and Chief Operating Officer of CGI from 2015 to 2016 and as President, United States and Canada Operations from 2011 to 2015. A recognized industry leader, Mr. Schindler has twice been named a Top 100 Leader by Federal Computer Week and was honored with a Lifetime Achievement Award from WashingtonExec in recognition of his contributions to the GovCon community. Mr. Schindler also sits on the board of directors of OpenText. He holds a Bachelor of Science degree in Computer Science from Purdue University and was awarded honorary doctorates by McGill University and George Mason University.   Class A Shares: 218,495 (*) Stock options: 533,441 (‡)   2025 votes in favour: 99.34%

 

Operational Literacy

Governance Risk and Compliance

Executive Leadership

Consulting Services and IT Industry

Financial Literacy

Governance and Human Resources

Geography

Vertical market

Finance

Accounting

Risk

✓

✓

Global

Multiple vertical markets

✓

✓

✓

✓

 

© CGI Inc.		I 2025 MANAGEMENT PROXY CIRCULAR 22

Kathy N. Waller     Atlanta, Georgia, United States   Director since: 2018 Age: 67   Language(s): English   Independent director, complies with the share ownership guideline		Ms. Waller is a corporate director. She served as the Executive Vice President, Chief Financial Officer and President, Enabling Services of The Coca-Cola Company until March 2019 where she was responsible for leading the company’s global finance organization. Ms. Waller joined The Coca-Cola Company in 1987 as a senior accountant and held numerous accounting and finance roles. She was Vice President, Controller from August 2009 to September 2013 and Senior Vice President, Finance from September 2013 to April 2014, prior to becoming Executive Vice President and Chief Financial Officer. She assumed responsibility for the company’s strategic governance areas as Executive Vice President, Chief Financial Officer and President Enabling Services from May 2017 to March 2019. Ms. Waller currently serves on the board of directors of Beyond Meat, Inc. and Delta Air Lines, Inc. Ms. Waller is the Executive Director of the Atlanta Committee for Progress, a public/private partnership that supports the City of Atlanta. Previously she served on the board of directors of Coca-Cola FEMSA, S.A.B. de C.V, Cadence Bancorporation and Monster Beverage Corporation. She holds a Bachelor of Arts degree and a Master’s degree in Business Administration from the University of Rochester and is a Certified Public Accountant (CPA, CGMA). Ms. Waller was named one of the Most Influential Black Corporate Directors by Savoy Magazine in its Fall 2021 issue.   Chair of the Audit and Risk Management Committee   Deferred Stock Units: 9,935 (+)
		2025 votes in favour: 99.70%

 

Operational Literacy

Governance Risk and Compliance

Executive Leadership

Consulting Services and IT Industry

Financial Literacy

Governance and Human Resources

Geography

Vertical market

Finance

Accounting

Risk

✓

✓

Global

Multiple vertical markets

✓

✓

✓

✓

 

(*)	Number of shares beneficially owned, controlled or directed, directly or indirectly.

(+)	Including DSU Dividend Equivalents earned on such DSUs. For more information concerning DSUs, please refer to the heading Compensation of Directors later in this document.

(‡)	For more information concerning stock options, please refer to the headings Share Option Plan and Compensation of Directors later in this document.

(§)

Including Dividend Equivalents earned on such PSUs. The number of PSUs also includes PSUs that were awarded at the beginning of fiscal 2026 to Ms. Godin and Messrs. Godin and Boulanger as part of their target compensation for fiscal 2026, but which have not yet become eligible to vest and remain subject to the achievement of performance conditions, which will be determined at the end of fiscal 2026. For more information concerning PSUs, please refer to the heading Share Unit Plan later in this document.

 

23 2025 MANAGEMENT PROXY CIRCULAR I		© CGI Inc.

Report of the Human Resources Committee

Executive Compensation Discussion and Analysis

Executive Compensation Process for the 2025 Fiscal Year

CGI’s executive compensation policy emphasizes incentive compensation linked to the success of the Company to ensure that the financial interests of the Company’s executives are closely aligned with those of shareholders. CGI measures business success on the basis of profit and growth as well as the satisfaction of our clients, and of our CGI Partners.

CGI’s compensation policy is rooted in its fundamental belief that a company with an inspiring dream, uncompromising integrity, a caring human resources philosophy and solid values is better able to attract and respond to the profound aspirations of high-caliber, competent people. These individuals in turn deliver high-quality services, in keeping with the Company’s profitability objectives. The growth and profitability generated as a result allows CGI to continue to offer its shareholders value for their investment.

This belief drives the Company’s compensation programs, which are designed to attract and retain the key talent CGI needs to remain competitive in a challenging market and achieve continued and profitable growth for its shareholders.

As per CGI’s compensation policy, the principles used to determine the compensation of the named executive officers (the President and Chief Executive Officer, the Executive Vice-President and Chief Financial Officer and the three other most highly compensated executive officers of the Company, hereafter referred to as the “Named Executive Officers”) are also applied to all management team members, taking into account the results of their respective business units. In the case of CGI’s senior executives, there is an added emphasis on closely aligning executives’ financial interests with those of shareholders through incentive compensation. The Named Executive Officers who are not directors of the Company are Messrs. Jean-Michel Baticle, President and Chief Operating Officer and President, Western and Southern Europe, and Steve Perron, Executive Vice-President and Chief Financial Officer, each of whom is proficient in both English and French.

The sections below outline the main features of CGI’s executive compensation policy and programs.

The Human Resources Committee of the Board of Directors

The Committee reviews management’s proposals and makes recommendations to the Board of Directors of the Company in relation to the compensation of certain senior executives, including the entitlements under short and long-term incentive and benefit plans and the corporate objectives that the Founder and Co-Chair of the Board of Directors, the Executive Chair of the Board of Directors, the President and Chief Executive Officer and other senior executives are responsible for achieving. Similarly, the Committee is responsible for approving and making recommendations in relation to the compensation of the Company’s outside directors and succession plans for senior executives.

The Committee is composed of Mses. Sophie Brochu, Chair of the Committee, Jacynthe Côté and Mary G. Powell, and Messrs. George A. Cope, Lead Director, and Michael B. Pedersen, all of whom are independent directors. The Committee held four regular meetings in fiscal 2025. Ms. Brochu’s role and responsibilities as Chair of the Committee are described later in this document in the report of the Corporate Governance Committee under the heading Role and Responsibilities of the Lead Director and Standing Committee Chairs. The members of the Committee have significant experience in matters relating to human resources management and executive compensation, which they have acquired in their role as senior executives or as members of the Human Resources Committee of other publicly listed issuers. Ms. Brochu was President and Chief Executive Officer of Hydro-Québec and of Énergir, Mr. Cope was President and Chief Executive Officer of BCE Inc. and Bell Canada, Ms. Côté was President and Chief Executive Officer of Rio Tinto Alcan, Mr. Pedersen was

 

© CGI Inc.		I 2025 MANAGEMENT PROXY CIRCULAR 24

President and Chief Executive Officer of TD Bank US Holding Company, TD Bank, N.A. and TD Bank USA, N.A., and Ms. Powell was President and Chief Executive Officer of Green Mountain Power Corporation and now serves as Chief Executive Officer of Sunrun Inc.

The role and responsibilities of the Committee are contained in the Committee’s charter, which is incorporated by reference in this Management Proxy Circular (see the heading Mandate, Structure and Composition of the Board of Directors later in this document). The Committee’s charter is available on CGI’s website at www.cgi.com. The role and responsibilities of the Committee include:

 

•

Advising the Board of Directors on human resources and succession planning, health and well-being of our CGI Partners, compensation of members of the Board of Directors, executive officers and other CGI Partners, short and long-term incentive plans, benefit plans, and executive officer appointments;

 

•

Reviewing and advising the Board of Directors on management’s succession plans for executive officers, with special emphasis on the President and Chief Executive Officer;

 

•

Reviewing and advising the Board of Directors on CGI’s compensation philosophy, including the compensation strategy and compensation policies for the executive officer level, as proposed by the Executive Chair of the Board of Directors, the Co-Chair of the Board of Directors and the President and Chief Executive Officer;

 

•

Making recommendations to the Board of Directors for the appointment of the President and Chief Executive Officer and other executive officers, in all cases in compliance with applicable local laws and practices;

 

•

Reviewing and advising the Board of Directors on CGI’s overall compensation plan including the adequacy and form of compensation realistically reflecting the responsibilities and risks of the positions of Executive Chair of the Board of Directors and President and Chief Executive Officer of the Company and, in that regard, considering appropriate information, including information with respect to the overall performance of the President and Chief Executive Officer;

 

•

Reviewing and advising the Board of Directors on the compensation of executive officers, annual adjustments to executive salaries, and the design and administration of short and long-term incentive plans, benefits and perquisites as proposed by the Executive Chair of the Board of Directors and the President and Chief Executive Officer;

 

•

Reviewing and advising the Board of Directors on any exceptional terms of senior executive’s employment and termination arrangements;

 

•

Making recommendations on the adoption of new, or significant modifications to, pay and benefit plans;

 

•

Recommending the appointment of new officers and executive officers as appropriate, in all cases in compliance with applicable local laws and practices;

 

•

Reviewing and advising the Board of Directors on significant organizational changes;

 

•

Reviewing and approving the Committee’s executive compensation report to be contained in the Company’s annual Management Proxy Circular;

 

•

Reviewing and advising the Board of Directors on management development programs for the Company;

 

•

Reviewing and advising the Board of Directors on special employment contracts or arrangements with officers of the Company, including any contracts relating to change of control, if any; and

 

•

Reviewing and advising the Board of Directors on the compensation of the members of the Board of Directors and its committees, including the adequacy and form of compensation realistically reflecting the responsibilities and risks of the positions, and recommending changes where applicable.

 

25 2025 MANAGEMENT PROXY CIRCULAR I		© CGI Inc.

The Committee also performs such other duties from time to time as assigned by the Board of Directors.

The Committee reports to the Board of Directors on its proceedings, the reviews it undertakes, and its recommendations.

In executing its mandate for fiscal 2025, the Committee retained the services of Willis Towers Watson, the Company’s external human resources consultant. Willis Towers Watson was first retained to provide consulting services in 1995. The services provided by Willis Towers Watson to the Committee include:

 

•

Providing the Committee with information on market trends and good practices on executive and director compensation;

 

•

Developing recommendations on the composition of the comparator groups of companies used as the basis for determining the compensation of the directors, the Founder and Co-Chair of the Board of Directors, the Executive Chair of the Board of Directors, the President and Chief Executive Officer and other senior executives of the Company;

 

•

Conducting market research and providing the Committee with data and analysis on compensation practices of companies in comparator groups to allow the Company to align its compensation policy with the market as it applies to the directors, the Founder and Co-Chair of the Board of Directors, the Executive Chair of the Board of Directors, the President and Chief Executive Officer and other senior executives; and

 

•

Reviewing the design of the annual and long-term incentive plans and providing data and analysis on comparator group company practices in this area.

To ensure the quality of services provided to the Committee by external human resources consultants, as well as their independence, the Committee has established the following processes as part of its annual work plan:

 

•

Once a year or as required, the Committee may request a statement of services from external selected consultants for the purpose of enabling the Committee to pre-approve all services that may be provided by such external consultants;

 

•

The Committee may request from each external consultant information concerning the consultant’s organizational structure and employees who provide services to the Committee so that the Committee may agree with the external consultant on measures to address any real or perceived conflicts of interest that may arise from the services provided by the external consultant to the Company at the request of management; and

 

•

The Committee reviews the external consultant independence policy annually to ensure that it continues to meet the Committee’s requirements.

Executive Compensation Related Fees

The fees of Willis Tower Watson, CGI’s external human resources consultant, for services rendered during the fiscal years ended September 30, 2025 and 2024, are detailed below:

 

		Fees billed
Service retained		2025				2024
Advice in relation to executive compensation and the compensation of directors(a)		$	62,088			$	94,682
All other fees(b)		$	215,001			$	265,318
Total fees billed		$	277,089			$	360,000

 

(a)	All fees billed by the human resources consultant for the years ended September 30, 2025 and 2024 were related to annually recurring work for the Committee.

 

© CGI Inc.		I 2025 MANAGEMENT PROXY CIRCULAR 26

(b)	The other fees billed by the human resources consultant for the years ended September 30, 2025 and 2024 were mainly in relation to investment matters and a global data survey agreement.

Composition of Comparator Groups

To determine appropriate compensation levels, the Named Executive Officers’ positions are compared with similar positions within a comparator group made up of leading companies in a number of industries. These companies include information technology consulting firms and companies similar to CGI in terms of size, and operational and managerial complexity. With 85.5% of its 2025 revenues generated outside Canada and constant international expansion, CGI must offer competitive compensation in each of the challenging markets in which it operates in order to recruit and retain high-performing executives. Generally, the Company’s major competitors are based either in the U.S., Europe or in the Asia Pacific region and they compete against CGI both in Canada and internationally. In response to this market reality, for the year ended September 30, 2025, the compensation of Named Executive Officers based in the U.S. and Canada is compared to market information from competitors based in the U.S. and Canada, while the compensation of the Named Executive Officer based in France is compared to market information from competitors based in France. The Committee reviews the composition of the comparator groups annually.

The selection criteria used to determine the companies included in the comparator groups are the following:

 

•

Autonomous and publicly-traded companies;

 

•

Large number of employees;

 

•

Business and strategic IT consulting, systems integration, managed IT and business process services and intellectual property solution providers;

 

•

International scope; and

 

•

Participation in the data bank for the relevant countries maintained by Willis Towers Watson, the Company’s external human resources consultant.

Each company in the following tables meets one or more of the foregoing criteria.

U.S. and Canada Comparator Group: Executives from 11 companies

 

		Accenture plc		Experian plc
		Booz Allen Hamilton Holding Corporation		Fiserv, Inc.
		CACI International Inc.		Fujitsu Limited
		Capgemini SE		International Business Machines Corporation
		Cognizant Technology Solutions Corporation		Science Applications International Corporation (SAIC)
		DXC Technology Company

France Comparator Group: Executives from 10 companies

 

		Accenture plc		Experian plc
		CACI International Inc.		Fiserv, Inc.
		Capgemini SE		Fujitsu Limited
		Cognizant Technology Solutions Corporation		International Business Machines Corporation
		DXC Technology Company		Sopra Steria Group SA

 

27 2025 MANAGEMENT PROXY CIRCULAR I		© CGI Inc.

The foregoing comparator groups were used to determine the compensation of the Named Executive Officers for the fiscal year ended September 30, 2025.

Executive Compensation Components

CGI’s total executive compensation is made up of five components: base salary, short-term incentive, long-term incentive, benefits and perquisites. In keeping with the Company’s values, incentive compensation and share ownership are emphasized to ensure that executives’ interests are aligned with CGI’s profitability and revenue objectives, which in turn results in increased value for all shareholders under normal market conditions. CGI’s Named Executive Officers do not participate in any defined benefit pension plans.

 

Component		Description		Policy Alignment with Comparator Groups
Base Salary		Annual base salary based on each executive’s responsibilities, competencies and contribution to the Company’s success.		Aligned with median base salary offered in the comparator group.
Short-Term Incentive		Annual payout based on the achievement of performance objectives in accordance with the Profit Participation Plan.		Aligned with median short-term incentives of the comparator group when performance objectives are met.
Long-Term Incentive		Grants under the Share Option Plan and/or awards under the Share Unit Plan, as applicable in each case, based on achievement of performance objectives.		Aligned with median total compensation of the comparator group when business objectives are met, or above the median to recognize an executive’s exceptional performance.
Benefits		Group benefits and employer contributions under CGI’s Share Purchase Plan.		Aligned with median benefits of the comparator group.
Perquisites		Principal perquisites include company car and related expenses, relocation costs and medical exams.		Aligned with median perquisites of the comparator group.

Total compensation is aligned with the comparator groups by taking into account the number of years of experience in the role, aligned over time with the median of the total compensation of the comparator group when business objectives are met, while exceptionally allowing for compensation above the median as necessary to recognize an executive’s exceptional and sustained contribution to the Company’s success.

The following table shows for each Named Executive Officer the compensation components as a percentage of their total compensation, at target levels, for the year ended September 30, 2025:

 

Name and title as at September 30, 2025		Base Salary				Short-Term Incentive				Long-Term Incentive				Benefits and Perquisites
Serge Godin(a) Founder and Co-Chair of the Board of Directors			8.86	%			17.72	%			73.08	%			0.34	%
François Boulanger President and Chief Executive Officer			15.05	%			20.32	%			63.96	%			0.67	%
Julie Godin(b) Executive Chair of the Board of Directors			15.64	%			21.11	%			62.54	%			0.71	%
Jean-Michel Baticle President and Chief Operating Officer and President, Western and Southern Europe			19.86	%			21.85	%			57.89	%			0.40	%
Steve Perron Executive Vice-President and Chief Financial Officer			24.11	%			26.52	%			48.21	%			1.16	%

 

© CGI Inc.		I 2025 MANAGEMENT PROXY CIRCULAR 28

(a)	Mr. Godin was appointed Founder and Co-Chair of the Board of Directors effective January 29, 2025.

(b)	Ms. Godin was appointed Executive Chair of the Board of Directors effective January 29, 2025.

Base Salary

The base salaries paid to Named Executive Officers are reviewed every year based on each executive’s scope of responsibilities, competencies and contribution to the Company’s success. The objective of CGI’s compensation policy for base salaries is to align them over time with the median base salary in the relevant comparator group, taking into account the number of years of experience in the role, while allowing for compensation to rise above the median in recognition of a particular executive’s exceptional and sustained contribution to the Company’s success. As part of the methodology used for fiscal 2025, the positions of Named Executive Officers were compared with generic executive positions in the compensation databases for the relevant countries maintained by Willis Towers Watson, the Company’s external human resources consultant. When differences in the level and scope of responsibilities for the comparable generic executive position are observed, the value of the generic position is adjusted to ensure that there is an appropriate basis for comparison.

Short-Term Incentive Plan – Profit Participation Plan

The Named Executive Officers participate in the Profit Participation Plan, a short-term incentive plan that pays an annual cash payout based on achievement of performance objectives as approved at the beginning of the fiscal year by the Board of Directors on the recommendation of the Committee. The Profit Participation Plan is designed to provide CGI’s management and CGI Partners with an incentive to increase the profitability and revenue of the Company.

Individual payouts are based on the executive’s profit participation target under the Profit Participation Plan and the achievement of performance objectives. The profit participation target varies as a percentage of base salary depending on the executive’s position and is determined in accordance with the performance factors that are directly linked to the level of achievement of the performance objectives set out in the Company’s annual budget and strategic plan. The Profit Participation Plan provides that the Founder and Co-Chair of the Board of Directors, the Executive Chair of the Board of Directors, the President and Chief Executive Officer or the Executive Vice-President and Chief Financial Officer may recommend to the Committee and to the Board of Directors to modify payment amounts or propose revised targets based on the overall performance of the Company, an individual’s performance, exceptional market conditions and other factors.

Executive profit participation targets are reviewed annually to ensure they remain aligned with the Company’s compensation policy and continue to be competitive with CGI’s applicable comparator group.

Performance Factors

The performance factors used to determine each Named Executive Officer’s profit participation target in fiscal 2025 were based on two separate measures: profitability and revenue. The achievement of profitability and revenue objectives determines the performance factors that are applied to calculate the annual payout under the Profit Participation Plan. Such determination may result in a reduction or an increase in the annual payout. In the latter case, the payout may not exceed three times the target. The relative performance of the companies in CGI’s comparator group is not a factor in determining the annual payout being paid under the Profit Participation Plan.

The profitability performance factor is based on the degree of achievement of the adjusted net earnings margin. The revenue performance factor is based on the achievement of constant currency revenue growth. Both factors are approved by the Board of Directors as part of the Company’s annual budget and strategic plan approval.

Only items that are the result of actual management operation activities are taken into account in the calculation of performance factors for compensation purposes. The performance factors are prorated between target levels.

 

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The profitability performance factor and revenue performance factor are established by determining the actual level of achievement of the budgeted profitability and revenue objectives which correspond to a pre-determined numerical performance factor. The pre-determined numerical factors for Named Executive Officers are set out in the table below:

 

Profitability

Revenue

Adjusted net earnings margin(a)

Profitability Performance Factor

Constant currency revenue growth(a)

Revenue Performance Factor

Budgeted margin objectives on a scale of five levels

0 0.25 0.50 1.00 1.25

Budgeted revenue objectives on a scale of six levels

0 2.00 3.00 3.50 4.00 4.80

 

(a)

Adjusted net earnings is a non-generally accepted accounting principle (“non-GAAP”) measure of net earnings, excluding restructuring, acquisition and related integration costs. Constant currency revenue growth is a non-GAAP measure of revenue growth before foreign currency translation impacts. Management believes these measures are useful for executive compensation purposes as they best reflect the Company’s performance and allow for better comparability from period to period. These measures do not have any standardized meaning under International Financial Reporting Standards (“IFRS”) Accounting Standards as issued by the International Accounting Standards Board (“IASB”) and may not be comparable to similar measures used by other companies. A reconciliation of the adjusted net earnings to its closest IFRS Accounting Standards measure and a reconciliation of constant currency revenue growth to its closest IFRS Accounting Standards measure can be found on pages 29 and 21, respectively of the Company’s Management’s Discussion and Analysis for the years ended September 30, 2025 and 2024, which is available on the Canadian Securities Administrators’ website at www.sedarplus.ca.

Once the profitability performance factor and the revenue performance factor are established, the following formula is used to determine the payout under the Profit Participation Plan:

 

The effect of the formula is to place importance on achieving both the revenue and the profitability objectives. If the minimum threshold for either profitability or revenue is not met, there is no annual payout under the Profit Participation Plan.

The profit participation targets of each of the Named Executive Officers were based on the formula above as it pertains solely to the overall Company performance.

CGI does not disclose specific profitability and revenue objectives because it considers that the information would place it at a significant competitive disadvantage if the objectives became known. Disclosing the specific performance objectives that are set as part of the Company’s annual budget and strategic planning process would expose CGI to serious prejudice and negatively impact its competitive advantage. For example, to the extent that the Company’s performance objectives became known, its ability to negotiate accretive business agreements could be significantly impaired, putting incremental pressure on its profit margins. In addition, CGI believes that disclosing performance objectives would be inconsistent with CGI’s policy of not providing guidance to the market and limiting the disclosure of forward-looking information.

 

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The Founder and Co-Chair of the Board of Directors, the Executive Chair of the Board of Directors, the President and Chief Executive Officer and the Executive Vice-President and Chief Financial Officer may from time to time exercise their discretion to recommend to the Committee and the Board of Directors that incentive compensation under the Profit Participation Plan be adjusted in order to ensure that actual profit participation be equitable and balance the interests of each of the Company’s stakeholders based on the overall performance of the Company and exceptional market conditions.

For fiscal 2025, the profit participation targets and payouts received by the Named Executive Officers under the Profit Participation Plan are as follows:

 

Name and title as at September 30, 2025		Annual profit participation target				Annual profit participation payout
Serge Godin(a) Founder and Co-Chair of the Board of Directors		$	2,602,000				—
François Boulanger President and Chief Executive Officer		$	1,836,000			$	1,295,348
Julie Godin(b) Executive Chair of the Board of Directors		$	1,282,500			$	904,839
Jean-Michel Baticle(c) President and Chief Operating Officer and President, Western and Southern Europe		$	1,207,348			$	851,817
Steve Perron Executive Vice-President and Chief Financial Officer		$	759,000			$	535,495

 

(a)

Mr. Godin was appointed Founder and Co-Chair of the Board of Directors effective January 29, 2025. Mr. Godin has elected to exceptionally forgo his short-term incentive payout for the current fiscal year. This reflects his continued focus on long-term value creation and the evolving nature of his leadership role.

(b)	Ms. Godin was appointed Executive Chair of the Board of Directors effective January 29, 2025.

(c)

Mr. Baticle is paid in euros. The amounts shown are in Canadian dollars converted on the basis of the average exchange rate used in the Company’s Annual Audited Consolidated Financial Statements which was CAD1.5459 for each euro in fiscal 2025. Please refer to the disclosure concerning the foreign exchange rates used for financial reporting purposes on page 19 of the Management’s Discussion and Analysis for the fiscal years ended September  30, 2025 and 2024.

Long-Term Incentive Plans

CGI’s long-term incentive plans are designed to ensure that executives’ interests are closely aligned with those of all shareholders and include the Share Option Plan for Employees, Officers and Directors of CGI Inc. and its Subsidiaries (the “Share Option Plan”) and the Share Unit Plan for Designated Leaders of CGI Inc. and its Subsidiaries (the “Share Unit Plan”). In line with practices among certain of the Company’s comparator groups, the Company’s current compensation practice is to grant, on a case-by-case basis, PSUs awarded under the Share Unit Plan as the long-term incentive component of certain of its senior executives’ compensation. As a result, for fiscal 2025, Named Executive Officers’ target long-term incentive compensation was composed solely of PSUs awarded under the Share Unit Plan.

Share Option Plan

The Share Option Plan is designed to ensure that executives’ interests are closely aligned with those of all shareholders. The Company’s practice is to apply performance vesting conditions for all stock options granted under the Share Option Plan. The percentage of stock options that become eligible to vest is based on the degree

 

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of achievement of profitability and growth objectives determined following the completion of the fiscal year and subject to adjustment in accordance with the Share Option Plan. Stock options that do not become eligible to vest are forfeited and cancelled.

Stock options that have become eligible to vest then typically vest on a time basis as follows: one-quarter when the fiscal year results are approved, one quarter on the second anniversary of the grant, one-quarter on the third anniversary of the grant, and the final quarter on the fourth anniversary of the grant. For fiscal 2025, Named Executive Officers’ target long-term incentive compensation did not include any awards under the Share Option Plan. For fiscal 2025, no stock options were granted under the Share Option Plan.

See the heading Key Features of CGI’s Long-Term Incentive Plans later in this document for a summary of the features of the Share Option Plan.

Share Unit Plan

Both PSUs and Restricted Share Units (“RSUs”) can be issued under the Share Unit Plan.

Each PSU entitles the holder to receive one Class A Share subject to the achievement of performance and time vesting conditions and to the terms and conditions set out in the Share Unit Plan.

PSUs have performance conditions that are determined by the Board of Directors at the time of each grant. CGI’s annual long-term incentive awards of PSUs are made at the beginning of the fiscal year. The percentage of PSUs that become eligible to vest is based on the degree of achievement of profitability and revenue objectives determined following the completion of the fiscal year and subject to adjustment in accordance with the Share Unit Plan. Both objectives are approved by the Board of Directors concurrently with the Company’s annual budget and strategic plan approval.

PSUs that become eligible to vest then vest on a time basis. PSUs that do not become eligible to vest under the Share Unit Plan are forfeited and cancelled.

Each RSU entitles the holder to receive one Class A Share subject to time vesting conditions and to the terms and conditions set out in the Share Unit Plan. RSUs are not subject to performance conditions. For fiscal 2025, no RSUs were granted under the Share Unit Plan.

PSUs and RSUs are settled with Class A Shares purchased in the open market by the plan trustees with funds provided by CGI.

See the heading Key Features of CGI’s Long-Term Incentive Plans later in this document for a summary of the features of the Share Unit Plan.

Award Date Fair Value

The accounting fair value of PSUs was determined in accordance with IFRS 2 as the market value of the underlying Class A Shares on the award date. The stock-based compensation cost related to PSUs recorded in costs of services, selling and administrative expenses takes into account the actual result of the performance-based vesting and amortizes the resulting net PSU value over the four-year period. Since fiscal 2018, the Company has used the accounting fair value of PSUs as the award date fair value for compensation purposes in order to align the earned compensation with performance results.

Performance Factors and Vesting Conditions

The performance factors used to determine the number of stock options or PSUs that will vest under CGI’s long-term incentive plans are based on two separate measures: profitability and revenue. The achievement of

 

© CGI Inc.		I 2025 MANAGEMENT PROXY CIRCULAR 32

profitability and revenue objectives determines the performance factors that are applied to calculate the number of PSUs or stock options that vest under CGI’s long-term incentive plans. The total percentage of PSUs or stock options eligible to vest is capped at 100%.

The profitability performance factor is based on the degree of achievement of the adjusted net earnings margin. The revenue performance factor is based on the degree of achievement of constant currency revenue growth. Both factors are approved by the Board of Directors concurrently with the Company’s annual budget and strategic plan approval. If the minimum threshold for profitability is not met, no PSUs or stock options become eligible to vest under the long-term incentive plans. The relative performance of the companies in CGI’s comparator groups is not a factor in determining the number of PSUs or stock options that will vest under CGI’s long-term incentive plans.

Only items that are the result of actual management operation activities are taken into account in the calculation of vesting conditions for compensation purposes. The performance factors are prorated between target levels.

The profitability performance factor and revenue performance factor are established by determining the actual level of achievement of the budgeted profitability and revenue objectives which correspond to a pre-determined numerical performance factor. The pre-determined numerical factors for Named Executive Officers are set out in the table below:

 

		Profitability						Revenue
		Adjusted net earnings margin(a)		Profitability Performance Factor				Constant currency revenue growth(a)		Revenue Performance Factor
		Budgeted margin objectives on a scale of five levels		0				Budgeted revenue objectives on a scale of five levels		0
				0.25						0.25
				0.50						0.75
				1.00						1.00
				1.25						1.25

 

(a)

Adjusted net earnings is a non-GAAP measure of net earnings, excluding restructuring, acquisition and related integration costs. Constant currency revenue growth is a non-GAAP measure of revenue growth before foreign currency translation impacts. Management believes these measures are useful for executive compensation purposes as they best reflect the Company’s performance and allow for better comparability from period to period. These measures do not have any standardized meaning under IFRS Accounting Standards as issued by IASB and may not be comparable to similar measures used by other companies. A reconciliation of the adjusted net earnings to its closest IFRS Accounting Standards measure and a reconciliation of constant currency revenue growth to its closest IFRS Accounting Standards measure can be found on pages 29 and 21, respectively, of the Company’s Management’s Discussion and Analysis for the years ended September 30, 2025 and 2024, which is available on the Canadian Securities Administrators’ website at www.sedarplus.ca.

Once the profitability performance factor and growth performance factor are established, the following formula is used to determine the proportion of performance-based vesting under CGI’s long-term incentive plans.

 

Long Term Incentive Plan Awards in Fiscal 2025

For fiscal 2025, an aggregate of 161,746 PSUs were awarded to the Named Executive Officers under the Share Unit Plan as part of their fiscal 2025 target compensation. The number of PSUs awarded was determined based

 

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on the long-term compensation value required to align the Named Executive Officer’s total compensation with the Company’s compensation policy. No stock options and no RSUs were granted to the Named Executive Officers as part of their fiscal 2025 target compensation. The details of these awards are shown in the Summary Compensation Table later in this document.

Based on the degree of achievement of profitability and revenue objectives in fiscal 2025, 99.1% of PSUs awarded to Ms. Godin and Messrs. Godin, Boulanger, Baticle and Perron in respect of the long-term incentive awards for fiscal 2025, became eligible to vest. PSUs granted in fiscal 2025 under the Share Unit Plan that are eligible to vest will vest on the fourth anniversary of the award.

A table showing all outstanding unvested PSU awards held as at September 30, 2025, by the Named Executive Officers as well as the market value of such unvested PSU as of such date is provided in Appendix A.

CGI does not disclose specific profitability and revenue objectives because it considers that the information would place it at a significant competitive disadvantage if the objectives became known. Disclosing the specific performance objectives that are set as part of the Company’s annual budget and strategic planning process would expose CGI to serious prejudice and negatively impact its competitive advantage. For example, to the extent that the Company’s performance objectives became known, its ability to negotiate accretive business agreements could be significantly impaired, putting incremental pressure on its profit margins. In addition, CGI believes that disclosing performance objectives would be inconsistent with CGI’s policy of not providing guidance to the market and limiting the disclosure of forward-looking information.

Total At Risk Compensation and Actual Payouts

A significant portion of the Named Executive Officers’ compensation, namely payments under the Profit Participation Plan and PSU awards under the Share Unit Plan, is performance-based and therefore “at risk”. The percentage of total compensation of the Named Executive Officers that was “at risk” in fiscal 2025 ranged from 74.73% to 90.80%.

The achievement of the performance factors under the Profit Participation Plan and the performance vesting conditions under the Share Option Plan and Share Unit Plan also present a meaningful challenge for the Company’s senior executives and management team because the Company consistently sets ambitious goals as part of its annual budget and strategic planning process. This is evidenced by the fact that the aggregate payout to the reported Named Executive Officers for fiscal 2025, 2024 and 2023 that was “at risk”, or subject to the achievement of performance factors or performance vesting conditions, can vary significantly and was respectively 86.71%, 62.50%, and 92.97% of the target “at risk” compensation.

The table below shows the portion of the total compensation “at risk” as well as the portion of that “at risk” compensation that was actually paid out to the Named Executive Officers for the 2025 fiscal year.

 

Name and title as at September 30, 2025		Percentage of total target compensation “at risk”(a)				Percentage payout of “at risk” compensation(b)
Serge Godin(c) Founder and Co-Chair of the Board of Directors			90.80	%			79.74	%
François Boulanger President and Chief Executive Officer			84.28	%			92.20	%
Julie Godin(d) Executive Chair of the Board of Directors			83.65	%			91.88	%

 

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Name and title as at September 30, 2025		Percentage of total target compensation “at risk”(a)				Percentage payout of “at risk” compensation(b)
Jean-Michel Baticle President and Chief Operating Officer and President, Western and Southern Europe			79.74	%			91.26	%
Steve Perron Executive Vice-President and Chief Financial Officer			74.73	%			88.95	%

 

(a)	This column shows the proportion of the Named Executive Officer’s total target compensation for fiscal 2025 that was “at risk” composed of the annual target payout under the Profit Participation Plan and awards under the Share Unit Plan.

(b)	This column shows the proportion of the Named Executive Officer’s total target compensation “at risk” that was actually paid out in fiscal 2025.

(c)	Mr. Godin was appointed Founder and Co-Chair of the Board of Directors effective January 29, 2025.

(d)	Ms. Godin was appointed Executive Chair of the Board of Directors effective January 29, 2025.

The Committee is responsible for ensuring that CGI’s executive compensation policies do not expose the Company to significant risks such as providing incentives for senior executives to engage in business strategies that could yield compensation for the executives, while negatively impacting the interests of the Company.

The Committee considers that the Company’s executive compensation policies, including those that relate to the portion of compensation for which the achievement of performance measures apply, do not expose the Company to significant risks. The short-term and long-term incentive performance-based compensation components require that the Company’s profitability and revenue objectives be met. Business strategies that impair the Company’s profitability or revenue, whether in the short or long-term, will not result in payouts to senior executives or management.

As per applicable securities regulations, all of the Company’s senior executives and directors are required to prepare and file reports disclosing their trading activities in the Company’s securities and the Company prepares and files the reports on their behalf. The Company therefore monitors all securities transactions by its senior executives and directors and also requires that they pre-clear their transactions with the Company.

Incentive Plan Awards – Value Vested or Earned During the Year

The table below shows the value of option grants (referred to as option-based awards) and PSU awards (referred to as share-based awards) made to the Named Executive Officers that vested in fiscal 2025 as well as the value of non-equity incentive plan compensation earned by the Named Executive Officers in fiscal 2025.

 

Name		Option-based awards – Value vested during the year ($)				Share-based awards – Value vested during the year(a) ($)				Non-equity incentive plan compensation – Value earned during the year(b) ($)
Serge Godin(c) Founder and Co-Chair of the Board of Directors			—			$	11,889,368				—
François Boulanger President and Chief Executive Officer			—			$	2,794,935			$	1,295,348
Julie Godin(d) Executive Chair of the Board of Directors			—			$	1,709,019			$	904,839

 

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Name		Option-based awards – Value vested during the year ($)				Share-based awards – Value vested during the year(a) ($)				Non-equity incentive plan compensation – Value earned during the year(b) ($)
Jean-Michel Baticle(e) President and Chief Operating Officer and President, Western and Southern Europe			—			$	1,831,025			$	851,817
Steve Perron Executive Vice-President and Chief Financial Officer			—			$	282,295			$	535,495

 

(a)

The share-based awards are PSUs. With respect to the Named Executive Officers, the share-based awards that vested during fiscal 2025 were PSUs awarded to Ms. Godin and Messrs. Godin, Boulanger, Baticle and Perron for fiscal 2021 that fully vested. In fiscal 2025, such PSUs that are eligible to vest fully vested on October 1, 2024.

(b)	This column shows the value of the annual payouts under the Profit Participation Plan received by the Named Executive Officers in respect of fiscal 2025.

(c)

Mr. Godin was appointed Founder and Co-Chair of the Board of Directors effective January 29, 2025. Mr. Godin has elected to exceptionally forgo his short-term incentive payout for the current fiscal year. This reflects his continued focus on long-term value creation and the evolving nature of his leadership role.

(d)	Ms. Godin was appointed Executive Chair of the Board of Directors effective January 29, 2025.

(e)

Mr. Baticle is paid in euros. The amounts shown are in Canadian dollars converted on the basis of the average exchange rate used in the Company’s Annual Audited Consolidated Financial Statements which was CAD1.5459 for each euro in fiscal 2025. Please refer to the disclosure concerning the foreign exchange rates used for financial reporting purposes on page 19 of the Management’s Discussion and Analysis for the fiscal years ended September  30, 2025 and 2024.

Performance Graph

The Class A Shares are listed for trading on the TSX under the symbol GIB.A and on the NYSE under the symbol GIB. The following graph compares the annual variations in the cumulative total shareholder return on the Class A Shares with the cumulative total shareholder return of the S&P/TSX and the S&P 500 stock indexes for the past six fiscal years of the Company.

Value of $100 invested on September 30, 2020

 

 

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Cumulative Total Shareholder Return

 

		September 30, 2020				September 30, 2021				September 30, 2022				September 30, 2023				September 30, 2024				September 30, 2025
CGI			100.00				119.04				115.06				148.13				172.18				137.73
S&P/TSX			100.00				128.02				121.12				132.68				168.16				216.25
S&P 500			100.00				130.01				109.89				133.65				182.23				214.30

CGI’s executive compensation policy emphasizes incentive compensation linked to the success of the Company to ensure that the financial interests of the Company’s executives are closely aligned with those of shareholders. CGI’s management team, including the Named Executive Officers, are compensated on the basis of metrics that the Company considers to be fundamental, namely the Company’s growth and profitability.

Since 1986, the year the Company became publicly listed, the price of CGI’s Class A Shares has increased on average by approximately 15.9% per year.

The following graph illustrates the relationship between the total compensation paid to the Company’s reported Named Executive Officers and cumulative total shareholder return over the period between October 1, 2020, and September 30, 2025.

Comparison of Total Compensation and Cumulative Total Shareholder Return

 

The chart demonstrates the relationship between cumulative total shareholder return (as calculated on the performance graph earlier in this document) and the total compensation of the Named Executive Officers. Cumulative total shareholder return has generally increased significantly during the period from fiscal 2020 to fiscal 2024, and decreased in fiscal 2025, and total compensation has decreased or increased moderately from fiscal 2020 to fiscal 2025. Total compensation of the Named Executive Officers is linked to the performance of the Company but not directly to shareholder return.

 

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Compensation of Named Executive Officers

The Summary Compensation Table that follows shows detailed information on total compensation in the form provided for by securities regulations for Ms. Julie Godin and Messrs. Serge Godin, François Boulanger, Jean-Michel Baticle and Steve Perron, for services rendered during the fiscal years ended September 30, 2025, 2024 and 2023.

The content of the table can result in an overstatement of the compensation awarded to CGI’s Named Executive Officers. The overstatement arises because securities regulation requires that for PSU awards (referred to as share-based awards), the amount of compensation shown must be the grant date fair value. In the case of CGI’s compensation policies, all long-term incentive compensation is subject to performance vesting conditions. As a portion of PSUs awarded for fiscal 2025 failed to become eligible to vest as a result of the degree of achievement of performance objectives, such portion of PSUs awarded has been forfeited and cancelled. Therefore, the total compensation amount shown in this table overstates the true total compensation received by the Company’s Named Executive Officers.

Summary Compensation Table

 

Name and Principal Position as at September 30, 2025		Year				Salary ($)				Share- based awards (if all budgeted objectives are met)(a) ($)				Option- based awards ($)				Non-equity incentive plan compensation Annual incentive plans(b) ($)				Pension value ($)				All other compen- sation(c) ($)				Total Compen- sation ($)
Serge Godin(d) Founder and Co -Chair of the Board of Directors			2025				1,301,000				10,733,294				—				0				—				50,499				12,084,793
			2024				1,301,000				10,733,199				—				1,626,250				—				49,831				13,710,280
			2023				1,301,000				10,733,293				—				1,211,700				—				50,290				13,296,282
François Boulanger President and Chief Executive Officer			2025				1,350,538				5,780,022				—				1,295,348				—				60,265				8,486,173
			2024				939,846				2,660,052				—				653,125				—				42,954				4,295,977
			2023				920,528				2,582,987				—				849,600				—				40,043				4,393,158
Julie Godin(e) Executive Chair of the Board of Directors			2025				945,962				3,799,945				—				904,839				—				43,276				5,694,022
			2024				754,692				2,325,043				—				532,813				—				34,896				3,647,444
			2023				718,846				2,160,047				—				663,100				—				33,558				3,575,551
Jean-Michel Baticle(f) President and Chief Operating Officer, and President, Western and Southern Europe			2025				1,097,589				3,199,427				—				851,817				—				22,140				5,170,973
			2024				978,549				2,063,539				—				679,514				—				21,202				3,742,804
			2023				935,912				1,901,944				—				861,946				—				16,593				3,716,394
Steve Perron Executive Vice-President and Chief Financial Officer			2025				688,269				1,380,021				—				535,495				—				33,454				2,637,239
			2024				572,539				1,076,249				—				384,375				—				30,428				2,063,591
			2023				497,615				750,042				—				334,900				—				22,677				1,605,234

(a)

The share-based awards are PSUs. In fiscal 2025, 2024 and 2023, the award date fair value used for determining the number of PSUs awarded to the Named Executive Officers as a component of their total compensation was established using the accounting fair value, resulting in an award date fair value of $153.90, $134.38 and $102.83, respectively. In addition, PSUs awarded to the Named Executive Officers residing in Quebec are taxed at a rate of 53.31%.

 

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(b)	This column shows the value received by the Named Executive Officers under the Profit Participation Plan as part of the short-term incentive plan of the Company.

(c)

This amount includes the Company’s contribution under CGI’s Share Purchase Plan, the contribution towards health insurance benefits and related insurance coverage, but excludes the value of perquisites and other personal benefits which in the aggregate was less than $50,000 or 10% of the aggregate salary and bonus under the Profit Participation Plan for the particular fiscal year and which is therefore not required to be disclosed.

(d)	Mr. Godin was appointed Founder and Co-Chair of the Board of Directors effective January 29, 2025.

(e)	Ms. Godin was appointed Executive Chair of the Board of Directors effective January 29, 2025.

(f)

Mr. Baticle is paid in euros. The amounts shown are in Canadian dollars converted on the basis of the average exchange rate used in the Company’s Annual Audited Consolidated Financial Statements which was CAD1.5459, CAD1.4752 and CAD1.4399 for each euro in fiscal 2025, 2024 and 2023, respectively. Please refer to the disclosure concerning the foreign exchange rates used for financial reporting purposes on page 19 of the Management’s Discussion and Analysis for the fiscal years ended September 30, 2025 and 2024, and on page 18 of the Management’s Discussion and Analysis for the fiscal years ended September 30, 2024 and 2023.

Key Features of CGI’s Long-Term Incentive Plans

Share Option Plan

The Share Option Plan is governed by the Board of Directors. The Committee makes recommendations to the Board of Directors in relation to the Share Option Plan and to grants of stock options, and is responsible for overseeing its administration. The Board of Directors has the ultimate and sole power and authority to grant stock options under the Share Option Plan and to interpret the terms and conditions of stock options that have been granted. The Board of Directors grants stock options by identifying the CGI Partners, directors, and officers of eligible CGI entities who are to receive stock options, including the number of stock options, the subscription price, the stock option period and the vesting conditions. The determinations, designations, decisions and interpretations of the Board of Directors are binding and final. Management of the Company looks after the day-to-day administration of the Share Option Plan. The total number of Class A Shares authorized to be issued under the Share Option Plan is 53,600,000, being 24.36% of the issued and outstanding Class A Shares and Class B Shares as at September 30, 2025. As at September 30, 2025, 2,912,473 stock options were outstanding under the Share Option Plan, representing approximately 1.32% of the issued and outstanding Class A Shares and Class B Shares, all of which were vested as of September 30, 2025. As at such date, a total of 15,371,067 stock options remained issuable under the Share Option Plan, representing approximately 6.98% of the issued and outstanding Class A Shares and Class B Shares.

The maximum number of stock options that may be issued in the aggregate to any single individual under the Share Option Plan cannot exceed 5% of the total number of Class A Shares and Class B Shares issued and outstanding at the time of the grant. The number of Class A Shares issuable to insiders in the aggregate, at any time, pursuant to the Share Option Plan and any other securities-based compensation arrangement cannot exceed 10% of the Class A Shares and Class B Shares issued and outstanding. The number of Class A Shares issued to insiders within any one-year period pursuant to the Share Option Plan and any other securities-based compensation arrangement cannot exceed 10% of the Class A Shares and Class B Shares issued and outstanding.

For fiscal 2025, no stock options were granted under the Share Option Plan. The following table discloses the burn rate for each of the three most recently completed fiscal years for the Share Option Plan of the Company:

 

Burn Rate		2025				2024				2023
Total number of stock options granted under the Share Option Plan during the applicable fiscal year, divided by the weighted average number of Class A Shares and Class B Shares outstanding for the applicable fiscal year.			0.00	%			0.00	%			0.00	%

 

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Under the Share Option Plan, the Board of Directors may at any time amend, suspend or terminate the Share Option Plan, in whole or in part, subject to obtaining any required approval from the TSX, the Company’s shareholders or other regulatory authorities. For more information concerning the rules to amend the Share Option Plan, please refer to the heading Amendments to Share Option Plan later in this document. Stock options may not be assigned, pledged or otherwise encumbered other than by will or in accordance with the laws relating to successions.

Under the Share Option Plan, the Board of Directors, on the recommendation of the Committee, may grant to eligible participants stock options to purchase Class A Shares. The exercise price of the stock options granted is determined by the Board of Directors and cannot be lower than the closing price of the Class A Shares on the TSX on the trading day immediately preceding the day on which the stock options are granted. The Board of Directors also determines the applicable stock option period and vesting rules.

CGI Partners, officers, and directors of the Company may receive stock options under the Share Option Plan. The Board of Directors made the decision to cease granting stock options to outside directors effective October 1, 2015.

Stock options that have been granted under the Share Option Plan cease to be exercisable and all rights under those stock options lapse upon the expiry of their term, which cannot exceed ten years from their date of grant.

Upon resignation or termination, stock options that have not vested are forfeited and cancelled, and vested stock options must be exercised during a 90-day period following termination or resignation.

Our retiring CGI Partners who meet the eligibility criteria set out in the Share Option Plan, directors who leave the Board of Directors and the estates of deceased stock option holders benefit from the automatic vesting of stock options that have become eligible to vest in accordance with performance vesting rules, but that have yet to vest due to time-based vesting. Those stock options must be exercised within 90 days in the case of retirement or 180 days if the stock option holder dies, subject to the extension of the exercise periods explained in more detail below. The Board of Directors, on the recommendation of the Committee, has the discretion to vary these periods and to accelerate the vesting period, provided that the maximum term for any stock option is ten years from the time it is granted.

The Company does not provide any financial assistance to participants under the Share Option Plan.

Blackout Periods

In keeping with CGI’s Insider Trading and Blackout Periods Policy, stock options may not be exercised by insiders when a trading blackout period is in effect. If the date on which a stock option expires occurs during a blackout period or within ten business days after the last day of a blackout period, the date of expiry of the stock option will be the tenth business day following the termination of the blackout period.

Extensions for Length of Service

Our retiring CGI Partners who meet the eligibility criteria set out in the Share Option Plan, directors and officers, as well as the estates of deceased stock option holders earn one day of extension for every three days of service to the Company, up to a maximum extension period of three years. The extension period is earned pro-rata day by day during the stock option holder’s service to the Company. The extension period for length of service cannot extend the life of a stock option beyond the period of time determined by the Board of Directors as the stock option term and, which may not exceed ten years from the date of grant.

 

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Amendments to Share Option Plan

The Board of Directors, on the recommendation of the Committee, may amend, suspend or terminate the Share Option Plan, or amend any term of an issued and outstanding stock option provided that no amendment, suspension or termination may be made without:

 

•

obtaining approval of the shareholders of the Company, except when approval is not required under the terms of the Share Option Plan, as explained in more detail below;

 

•

obtaining any required approval of any applicable regulatory authority or stock exchange; and

 

•

in the case of issued and outstanding stock options, obtaining the consent or, subject to regulatory approval, the deemed consent of the concerned optionee in the event that the amendment materially prejudices the optionee’s rights.

Shareholder approval is not required with respect to the following amendments, in as much as the amendment is in accordance with applicable regulatory requirements:

 

•

changing the eligibility for, and limitations on, participation in the Share Option Plan;

 

•

modifying the periods during which stock options may be exercised, subject to (i) the stock option period terminating on or before the tenth anniversary of the date of the grant of the stock option and subject to the effect of blackout periods, and (ii) a maximum stock option exercise period extension of three years;

 

•

changing the terms on which stock options may be granted and exercised including, without limitation, the provisions relating to the price at which shares may be purchased under the Share Option Plan, to the extent that the subscription price is not reduced, vesting, expiry, assignment and the adjustments to be made in the event of certain changes such as stock splits that affect all shareholders;

 

•

making amendments that are necessary to comply with applicable law or the requirements of any applicable regulatory authority or stock exchange;

 

•

correcting or rectifying any ambiguity, defective provision, error or omission in the Share Option Plan; and

 

•

changing the provisions of the Share Option Plan that relate to its administration.

Finally, any amendment that would reduce the subscription price of an issued and outstanding stock option, lead to a significant or unreasonable dilution of the issued and outstanding shares, extend the expiry date of stock options held by insiders beyond the exercise periods contemplated under the Share Option Plan, or provide additional material benefits to insiders of the Company, requires shareholder approval.

 

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Equity Compensation Plan Information as at September 30, 2025

The following table shows the total number of shares to be issued upon the exercise of outstanding stock options under all of CGI’s equity-based compensation plans, their weighted average exercise price, and the number of shares available for future issuance.

 

Plan Category		Number of Class A Shares to be issued upon the exercise of outstanding stock options (#)				Weighted average exercise price of outstanding stock options ($)				Number of Class A Shares remaining available for future issuance under equity compensation plans (excluding shares issuable under outstanding stock options) (#)
Equity compensation plans approved by shareholders			2,912,473				77.48				15,371,067
Equity compensation plans not approved by shareholders			—				—				—
Total			2,912,473				77.48				15,371,067

Share Unit Plan

The Share Unit Plan is governed by the Board of Directors and the Committee may make recommendations to the Board of Directors in relation to the Share Unit Plan and to awards of PSUs and RSUs. The Board of Directors has the ultimate and sole power and authority to award PSUs and RSUs under the Share Unit Plan and to interpret the terms and conditions of PSUs and RSUs that have been awarded.

Under the Share Unit Plan, the Board of Directors may at any time amend, suspend or terminate the Share Unit Plan, in whole or in part, or amend any term of any issued and outstanding awards including the earning, vesting and expiry of an outstanding award. PSUs and RSUs may not be assigned, pledged or otherwise encumbered other than by will or in accordance with the laws relating to successions.

Under the Share Unit Plan, the Board of Directors may award PSUs and RSUs to executives and to other eligible participants. Each PSU or RSU entitles the participant to receive one Class A Share, subject to time vesting conditions and, as applicable in respect of PSUs only, the achievement of performance objectives.

Following an award of PSUs or RSUs, the applicable plan trustee purchases in the open market the shares required to fulfill its delivery obligations on settlement. The applicable plan trustee holds the shares in trust for the purposes of the Share Unit Plan.

Subject to trading blackout periods, PSUs and RSUs are settled within 30 days of vesting. On the settlement date, participants receive from the applicable plan trustee a number of Class A Shares equal to the number of PSUs or RSUs that have vested, less any Class A Shares withheld to satisfy tax obligations. Participants under the Share Unit Plan may elect to defer the settlement of PSUs or RSUs to a later date, which cannot be later than the expiry date of the PSUs or RSUs.

Upon resignation or termination, PSUs and RSUs that have not vested (including, for greater certainty, any earned or unearned PSUs) expire and are forfeited and cancelled. PSUs and RSUs that have vested are settled in accordance with the Share Unit Plan.

Participants who retire and meet the eligibility criteria set out in the Share Unit Plan, and the estates of deceased participants, benefit from the automatic vesting of RSUs and automatic vesting of PSUs that have become eligible to vest in accordance with performance vesting conditions, but that have yet to vest due to time-based vesting. Those PSUs and RSUs are settled in accordance with the Share Unit Plan.

 

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PSUs and RSUs expire on the business day preceding December 30 of the third calendar year following the end of the fiscal year during which the PSU or RSU award is made. On the expiry date, all remaining PSUs in the participant’s account that are eligible to vest but that have not yet vested, and all remaining RSUs, are automatically vested and settled.

In accordance with the terms of the Share Unit Plan, participants as of the record date set for which cash dividends are paid on Class A Shares shall, unless otherwise determined by the Board of Directors, receive, on such dividend payment date, dividend equivalents in the form of additional PSUs and/or RSUs (including fractional PSUs and/or RSUs) (“Dividend Equivalents”). The Dividend Equivalents are subject to the same conditions as the underlying PSUs and/or RSUs with respect to which the Dividends Equivalents were credited, including, without limitation, any vesting conditions set forth in the Share Unit Plan and the provisions governing the time and form of settlement applicable to the underlying PSUs and/or RSUs. For fiscal 2025, 8,588 Dividend Equivalents were granted under the Share Unit Plan.

The Company does not provide any financial assistance to participants under the Share Unit Plan.

Blackout Periods

In keeping with CGI’s Insider Trading and Blackout Periods Policy, there cannot be any settlement of PSUs or RSUs under the Share Unit Plan when a trading blackout period is in effect. If the date of settlement of a PSU or RSU falls during a blackout period, such date will be postponed until the first business day following the termination of the blackout period or the expiry of any regulatory notice period, as applicable.

Termination Benefits

The Named Executive Officers do not benefit from special contractual rights upon employment termination. They are therefore entitled to the same rights as those available to all our CGI Partners under the laws applicable to their employment. The provisions that apply to termination of employment under the Share Option Plan and under the Share Unit Plan apply in the same way to all participants under those plans and they are described above under the headings Share Option Plan and Share Unit Plan.

Compensation of Directors

Board of Directors and Standing Committee Fees

Effective October 1, 2024, the Board retainer was increased from $225,000 to $250,000. All other retainers and fees remain unchanged.

For fiscal 2025, Ms. Julie Godin and Messrs. Serge Godin and François Boulanger were not compensated for their role as directors of the Company.

The compensation paid to the outside directors consists of a flat fee structure. The following table sets out the elements of the compensation paid to outside directors for the year ended September 30, 2025:

 

Component		Amount
Board Retainer (includes membership in Committees)		$	250,000
Lead Director		$	65,000
Committee Chair Retainer		$	35,000

Directors must receive at least half of their Board retainer in DSUs (see the heading Deferred Stock Units Plan and Deferred Stock Units Granted to Directors later in this document), subject to the exceptions listed below. The remaining half of the Board of Directors retainer and the other retainers may also be payable in DSUs at the

 

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election of the director. A director can elect to receive the entire amount of the Board of Directors retainer in cash instead of in DSUs if (i) the director is not a resident of Canada for income tax purposes, (ii) the director purchased in the open market the same number of Class A Shares he or she would have received in the form of DSUs, or (iii) the director is otherwise exempted by the Board of Directors. Directors who must travel significant distances to attend meetings of the Board of Directors and its standing committees also receive long distance travel allowances.

For the year ended September 30, 2025, the compensation paid to directors was as follows:

Directors’ Compensation Table

 

Name(a)		Cash Fees(b) ($)				Share-Based Awards(c) ($)				All other compensation(d) ($)				Total ($)
Sophie Brochu			—				252,479				5,000				257,479
George A. Cope			—				279,058				—				279,058
Jacynthe Côté			—				221,473				—				221,473
Gilles Labbé			—				228,246				—				228,246
Michael B. Pedersen			—				252,479				—				252,479
Stephen S. Poloz(e)			—				221,473				5,000				226,473
Mary G. Powell(e)			174,800				155,054				6,992				336,846
Alison C. Reed(e)			349,600				—				27,968				377,568
George D. Schindler(e)			262,200				—				—				262,200
Kathy N. Waller(e)			193,154				171,889				—				365,043
Frank Witter(e)(f)			174,800				155,054				13,984				343,838

(a)	Ms. Godin and Messrs. Godin and Boulanger were not compensated for their role as directors of the Company. Please refer to the Summary Compensation Table earlier in this document for a summary of Ms. Godin’s and Messrs. Godin and Boulanger’s fiscal 2025 compensation.

(b)

This column shows the retainer fees paid in cash to the directors for fiscal 2025. Mses. Brochu and Côté and Messrs. Cope, Labbé, Pedersen and Poloz elected to receive 100% of their total annual retainers in the form of DSUs. Mses. Powell and Waller and Mr. Witter elected to receive 50% of their total annual retainers in cash. Mses. Powell, Reed and Waller and Messrs. Schindler and Witter were exempted from the requirement to receive 50% of their Board retainers in DSUs as they are non-residents of Canada for income tax purposes.

(c)	This column shows the value of the retainer fees paid in DSUs to the directors for fiscal 2025.

(d)	The amounts shown as “All other compensation” are in respect of long-distance travel allowances.

(e)

Mses. Powell, Reed and Waller and Messrs. Schindler and Witter are paid in U.S. dollars at par, based on the same fee arrangement as other outside directors. The amounts shown are in Canadian dollars converted on the basis of the average exchange rate used to present expense information in the Company’s Annual Audited Consolidated Financial Statements which was CAD1.3984 for each U.S. dollar for fiscal 2025. Please refer to the disclosure concerning the foreign exchange rates used for financial reporting purposes on page 19 of the Management’s Discussion and Analysis for the years ended September 30, 2025 and 2024.

(f)	Mr. Witter is not seeking reelection to the Board of Directors at the Meeting and will therefore cease to be a director on January 28, 2026.

Deferred Stock Units Plan and Deferred Stock Units Granted to Directors

CGI’s deferred stock unit plan for members of the Board of Directors (the “DSU Plan”) provides non-cash compensation to directors. The DSU Plan is governed by the Board of Directors and the Committee may make recommendations to the Board of Directors in relation to the DSU Plan and to awards of DSUs. The Board of

 

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