AGREEMENT BETWEEN BCE INC., 3588513 CANADA INC. AND CGI GROUP INC.Agreement Between Bce Inc., 3588513 Canada Inc. And Cgi Group Inc. • May 14th, 2004 • Bce Inc • Telephone communications (no radiotelephone) • Quebec
WHEREAS BCE, CGI and certain other parties are parties to the Options Agreement and Shareholders’ Agreement, the Registration Rights Agreement and the Deposit Agreement and Related Agreements;
LETTER AGREEMENTUnderwriting Agreement • May 14th, 2004 • Bce Inc • Telephone communications (no radiotelephone)
Reference is made to the underwriting agreement entered into between CGI Group Inc. (the "Company") and the Underwriters as of March 10, 2004 relating to an offering of Class A Subordinate Shares (the "Class A Shares") of the Company (the "Underwriting Agreement"). The present is to confirm the respective agreement of each of (a) BCE Inc., for itself and on behalf of 3588513 Canada Inc. (a wholly-owned subsidiary of BCE Inc.) and any other affiliate of BCE Inc. holding an equity interest in the Company (collectively "BCE") and (b) Messrs. Serge Godin, Andre Imbeau and Jean Brassard, 9058-0705 Quebec Inc., 9061-9354 Quebec Inc., 9065-4476 Quebec Inc., 3727912 Canada Inc., 9012-7003 Quebec Inc. and any other entity controlled by any of them (collectively, the "Majority Shareholders") with respect to the Class A Shares and Class B Shares (Multiple Voting) (the "Class B Shares") owned by BCE and the Majority Shareholders.
JOINT FILING AGREEMENTJoint Filing Agreement • May 14th, 2004 • Bce Inc • Telephone communications (no radiotelephone)
The undersigned hereby agree that this Statement on Schedule 13D with respect to the Class A Subordinate Shares of CGI Group Inc. of even date herewith is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
SUBSCRIPTION RECEIPT AGREEMENTSubscription Receipt Agreement • May 14th, 2004 • Bce Inc • Telephone communications (no radiotelephone)
NATIONAL BANK FINANCIAL INC. and CREDIT SUISSE FIRST BOSTON CANADA INC., the underwriters who are party to the Underwriting Agreement providing for the issue and sale to investors of the Subscription Receipts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2004 • Bce Inc • Telephone communications (no radiotelephone)
WHEREAS Bell, an affiliate of BCE, currently owns 27,156,432 Class A Subordinate Voting Shares and 17,200,000 First Preferred Shares, Series 6 in the share capital of CGI;
