F-10

For this type of account:

Give name and EIN of:

Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments

The public entity

Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B))

0001193125-22-122634.txt : 20220427 0001193125-22-122634.hdr.sgml : 20220427 20220427122041 ACCESSION NUMBER: 0001193125-22-122634 CONFORMED SUBMISSION TYPE: F-10 PUBLIC DOCUMENT COUNT: 15 FILED AS OF DATE: 20220427 DATE AS OF CHANGE: 20220427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CGI INC CENTRAL INDEX KEY: 0001061574 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: F-10 SEC ACT: 1933 Act SEC FILE NUMBER: 333-264501 FILM NUMBER: 22858001 BUSINESS ADDRESS: STREET 1: 1350 RENE LEVESQUE BOULEVARD WEST STREET 2: 25TH FLOOR CITY: MONTREAL STATE: A8 ZIP: H3G 1T4 BUSINESS PHONE: 514 841 3200 MAIL ADDRESS: STREET 1: 1350 RENE LEVESQUE BOULEVARD WEST STREET 2: 25TH FLOOR CITY: MONTREAL STATE: A8 ZIP: H3G 1T4 FORMER COMPANY: FORMER CONFORMED NAME: CGI GROUP INC DATE OF NAME CHANGE: 19980512 F-10 1 d353927df10.htm F-10 F-10

As filed with the Securities and Exchange Commission on April 27, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-10

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CGI INC.

(Exact Name of Registrant as Specified in its Charter)


Quebec, Canada	8742	98-0406227
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1350 René-Lévesque Boulevard West

25th Floor

Montreal, Quebec

Canada H3G 1T4

(514) 841-3200

(Address, including postal code, and telephone number, including area code, of Registrant’s principal executive offices)

CGI Technologies and Solutions Inc.

11325 Random Hills

Fairfax, VA 22030

(703) 267-8000

Attn: Eric L. McFadden

(Name, Address (Including Zip Code) and Telephone Number (Including Area Code) of Agent for Service in the United States)

Copies to:


Benoit Dubé CGI Inc. 1350 René-Lévesque Boulevard West 25th Floor Montreal, Quebec Canada H3G 1T4 (514) 841-3200		Christopher J. Cummings Paul, Weiss, Rifkind, Wharton & Garrison LLP 77 King Street West Suite 3100 Toronto, Ontario Canada M5K 1J3 (416) 504-0520		Jean Michel Lapierre Monica Dingle Fasken Martineau DuMoulin LLP 800 Square Victoria Suite 3500 Montreal, Quebec Canada H4Z 1E9 (514) 397-7400

Approximate date of commencement of proposed sale of the securities to the public:

as soon as practicable after this registration statement becomes effective.

Province of Quebec, Canada

(Principal Jurisdiction Regulating this Offering)

It is proposed that this filing shall become effective (check appropriate box):

A. ☐	upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).

B. ☒	at some future date (check appropriate box below):

1. ☐	Pursuant to Rule 467(b) on ( ) at ( ) (designate a time not sooner than seven calendar days after filing).

2. ☐	Pursuant to Rule 467(b) on ( ) at ( ) (designate a time seven calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ( ).

3. ☐	Pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.

4. ☒	After the filing of the next amendment to this form (if preliminary material is being filed).

If any of the securities being registered on this Form F-10 are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registration statement shall become effective as provided in Rule 467 under the Securities Act or on such date as the Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.

PART I

INFORMATION REQUIRED TO BE DELIVERED

TO OFFEREES OR PURCHASERS

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be exchanged prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Subject to completion, dated April 27, 2022

PRELIMINARY SHORT FORM PROSPECTUS

New Issue

CGI Inc.

Offer to exchange all outstanding 1.450% Notes due 2026 issued on September 14, 2021 (CUSIP: 12532H AA2; C2R71L AA9) for up to US$600,000,000 aggregate principal amount of registered 1.450% Notes due 2026 (CUSIP: 12532H AC8)

and

Offer to exchange all outstanding 2.300% Notes due 2031 issued on September 14, 2021 (CUSIP: 12532H AD6; C2R71L AB7) for up to US$400,000,000 aggregate principal amount of registered 2.300% Notes due 2031 (CUSIP: 12532H AF1)

The Initial Notes:

US$600,000,000 aggregate principal amount of 1.450% Notes due 2026 (the “Initial 2026 Notes”) and US$400,000,000 aggregate principal amount of 2.300% Notes due 2031 (the “Initial 2031 Notes”) were originally issued by CGI Inc. (“CGI” or the “Company”) on September 14, 2021 in a transaction that was exempt from registration under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and resold to qualified institutional buyers in reliance on Rule 144A and non-U.S. persons outside the United States in reliance on Regulation S under the U.S. Securities Act. We refer to the Initial 2026 Notes and the Initial 2031 Notes together as the “Initial Notes”.

The New Notes:

The terms of the new 1.450% Notes due 2026 (the “New 2026 Notes”) and the new 2.300% Notes due 2031 (the “New 2031 Notes”) are substantially identical to the terms of the Initial 2026 Notes and Initial 2031 Notes, respectively, except that the New 2026 Notes and the New 2031 Notes will be registered under the U.S. Securities Act, will not contain restrictions on transfer or certain provisions relating to additional interest, will bear different CUSIP numbers from the Initial Notes and will not entitle their holders to registration rights. The New 2026 Notes and the New 2031 Notes will evidence the same continuing indebtedness as the Initial 2026 Notes and the Initial 2031 Notes, respectively. We refer to the New 2026 Notes and the New 2031 Notes together as the “New Notes”. We refer to the Initial Notes and the New Notes together as the “Notes.”

In this prospectus, all references to “dollars”, “C$” or “$” are to Canadian dollars and all references to “U.S. dollars” or “US$” are to United States dollars. See “Exchange Rate Information.”

See “Risk Factors” beginning on page 7 for a discussion of certain risks that you should consider in connection with an investment in the New Notes.

Exchange Offer:

Our offer to exchange Initial Notes for New Notes will be open until 5:00 p.m., New York City time, on , 2022, unless we extend the offer.

New Notes of each series will be issued in exchange for an equal aggregate principal amount of outstanding Initial Notes of such series validly tendered and accepted in the exchange offer. The exchange offer is not conditioned upon any minimum principal amount of Initial Notes being tendered for exchange. However, the obligation to accept the Initial Notes for exchange pursuant to the exchange offer is subject to certain customary conditions set forth herein. See “Exchange Offer—Terms of the Exchange Offer—Conditions.”

There is no market through which these securities may be sold and holders may not be able to resell securities purchased under this short form prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities and the extent of issuer regulation. See “Risk Factors.”

CGI is permitted, under a multijurisdictional disclosure system adopted by the United States and Canada, to prepare this prospectus in accordance with Canadian disclosure requirements, which are different than those of the United States. Prospective investors in the Notes should be aware that such requirements are different from those of the United States. Our annual financial statements included or incorporated herein have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and thus may not be comparable to financial statements of United States companies.

Owning and disposing of the Notes may subject you to tax consequences in the United States and Canada. You should read the tax discussion in this prospectus. This prospectus may not describe the tax consequences of a holder’s particular situation. We urge holders to consult their own tax advisors regarding the application of tax laws to their particular situation.

We are a corporation existing under the laws of the Province of Quebec. Our executive and registered offices are located at 1350 René-Lévesque Blvd. West, 25th Floor, Montréal, Quebec, Canada, H3G 1T4. A substantial portion of our assets are located outside of the United States. In addition several of our directors and officers named in this prospectus and the documents incorporated by reference herein are resident outside of the United States. As a result, it may be difficult for United States investors to effect service of process within the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR ANY STATE SECURITIES COMMISSION NOR ANY OTHER SECURITIES REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

No proceeds will be raised pursuant to this exchange offer and all expenses in connection with the preparation and filing of this prospectus will be paid by CGI from its general corporate funds.

No underwriter is being used in connection with this exchange offer or has been involved in the preparation of this prospectus or has performed any review of the contents of this prospectus.

Prospective investors should be aware that, during the period of the exchange offer, the registrant or its affiliates, directly or indirectly, may bid for or make purchases of Notes to be distributed or to be exchanged, or certain related debt securities, as permitted by applicable laws or regulations of Canada, or its provinces or territories.

This prospectus does not qualify the New Notes for public distribution under the securities laws of any province or territory of Canada. The New Notes are not being offered for sale and may not be offered or sold, directly or indirectly, in Canada or to any resident thereof except in accordance with the securities laws of the provinces and territories of Canada.

Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those New Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the U.S. Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Initial Notes where those Initial Notes were acquired as a result of market-making activities or other trading activities. To the extent any such broker-dealer participates in the exchange offer, we have agreed that for a period of up to 180 days we will use commercially reasonable efforts to make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

This prospectus incorporates by reference documents that contain important business and financial information about us that is not included in or delivered with this prospectus. These documents are available without charge to security holders upon written or oral request to CGI Inc., 1350 René-Lévesque Blvd. West, 25th Floor, Montréal, Quebec, Canada, H3G 1T4, (514) 841-3200 and are also available electronically on SEDAR (as defined below) at www.sedar.com and on EDGAR (as defined below) at www.sec.gov. To obtain timely delivery, holders of the Initial Notes must request these documents no later than five business days before the expiration date. Unless extended, the expiration date is , 2022.

Mary G. Powell, Alison C. Reed, George D. Schindler, Kathy N. Waller, Joakim Westh and Frank Witter, each a director of CGI, reside outside of Canada. Each of the aforementioned individuals has appointed CGI Inc., located at 1350 René-Lévesque Blvd. West, 25th Floor, Montréal, Quebec, Canada, H3G 1T4, as agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person who resides outside of Canada, even if the party has appointed an agent for service of process.

The date of this prospectus is , 2022.

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS

We are responsible for the information contained in this prospectus or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell the New Notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus or in any document incorporated or deemed to be incorporated by reference in this prospectus is accurate only as of the respective date of the document in which such document appears.

The New Notes have not been and will not be qualified for public distribution under the securities laws of any province or territory of Canada. The New Notes are not being offered for sale and may not be offered or sold, directly or indirectly, in Canada or to any resident thereof except in accordance with the securities laws of the provinces and territories of Canada.

CGI’s annual financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). Unless otherwise indicated, any other financial information included or incorporated by reference in this prospectus has been derived from annual or interim financial statements prepared in accordance with IFRS. IFRS differs in certain material respects from United States generally accepted accounting principles (“U.S. GAAP”). As a result, our financial statements are not comparable to the financial statements of U.S. companies prepared in accordance with U.S. GAAP. This prospectus does not include any explanation of the principal differences or any reconciliation between IFRS and U.S. GAAP.

References to “dollars”, “C$” and “$” in this prospectus are to Canadian dollars and references to “US$” or “U.S. dollars” in this prospectus are to United States dollars unless otherwise indicated. See “Exchange Rate Information.”

In this prospectus, “we”, “us” and “our” refer to CGI and its subsidiaries.

TABLE OF CONTENTS


	Page

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		iii

WHERE YOU CAN FIND MORE INFORMATION		iv

MARKET AND INDUSTRY DATA		v

NOTE REGARDING FORWARD-LOOKING STATEMENTS		vi

EXCHANGE RATE INFORMATION		vii

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES		vii

PROSPECTUS SUMMARY		1

SUMMARY OF TERMS OF THE EXCHANGE OFFER		1

SUMMARY OF TERMS OF THE NEW NOTES		4

RISK FACTORS		7

OUR COMPANY		25

EXCHANGE OFFER		25

USE OF PROCEEDS		34

CAPITALIZATION		35

PRIOR SALES		36

EARNINGS COVERAGE		37

DESCRIPTION OF THE NEW NOTES		38

PLAN OF DISTRIBUTION		57

U.S. FEDERAL INCOME TAX CONSIDERATIONS		58

CANADIAN FEDERAL INCOME TAX CONSIDERATIONS		62

EXPERTS		63

LEGAL MATTERS		64

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT		65

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the securities commissions or similar regulatory authorities in each of the provinces of Canada and filed with or furnished to the SEC are specifically incorporated by reference in this prospectus:

(a)

our annual information form dated December 7, 2021 for the fiscal year ended September 30, 2021;

(b)

our audited annual consolidated financial statements, and the related notes thereto, for the fiscal years ended September 30, 2021 and 2020, the related management’s report on internal control over financial reporting, and the report of the independent registered public accounting firm thereon, except that the footnote to the report of the independent registered public accounting firm included in such audited annual consolidated financial statements, and any future audited annual consolidated financial statements that are incorporated by reference herein, including in each case any amendment thereto, is hereby expressly excluded from incorporation by reference into the registration statement on Form F-10 of which this prospectus forms a part;

(c)

our management’s discussion and analysis for the fiscal years ended September 30, 2021 and 2020;

(d)

our unaudited interim condensed consolidated financial statements, and the related notes thereto, for the three and six months ended March 31, 2022 and 2021;

(e)

our management’s discussion and analysis for the three and six months ended March 31, 2022 and 2021; and

(f)

our management proxy circular dated December 7, 2021 for our annual meeting of shareholders held on February 2, 2022.

Any annual information form, annual financial statements (including the report of our independent registered public accounting firm thereon), unaudited interim financial statements, management’s discussion and analysis, material change report (excluding any confidential material change reports), business acquisition report or information circular or amendments thereto and all other documents of the type referred to in Item 11.1 of Form 44-101F1 of National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus that we file with any securities commission or similar regulatory authority in Canada after the date of this prospectus and prior to the termination of the offering of the New Notes will be incorporated by reference in this prospectus and will automatically update and supersede information included or incorporated by reference in this prospectus. To the extent that any document or information incorporated by reference in this prospectus is included in a report filed with or furnished to the SEC by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), such document or information shall also be deemed to be incorporated by reference as an exhibit to the registration statement of which the prospectus forms a part. In addition, all documents we file with or furnish to the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this prospectus and prior to the termination of the offering of the New Notes to which this prospectus relates, shall be deemed to be incorporated by reference into this prospectus and the registration statement of which the prospectus forms a part from the date of filing or furnishing of such documents (in the case of any Report on Form 6-K, if and to the extent expressly set forth in such report).

Any statement contained in a document incorporated or deemed to be incorporated by reference herein or contained in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent any statement contained herein or in any subsequently filed or furnished document which is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

iii

WHERE YOU CAN FIND MORE INFORMATION

We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, without charge, upon written or oral request to CGI Inc., 1350 René-Lévesque Blvd. West, 25th Floor, Montréal, Quebec, Canada, H3G 1T4, (514) 841-3200, copies of the documents incorporated by reference in this prospectus. Except as otherwise indicated in this prospectus, we do not incorporate by reference into this prospectus any of the information on, or accessible through, our website or any of the websites listed below.

We file certain reports with, and furnish other information to, the SEC and the provincial securities regulatory authorities of Canada. CGI’s SEC file number is 000-29716. Under a multijurisdictional disclosure system adopted by the United States and Canada, such reports and other information may be prepared in accordance with the disclosure requirements of the Canadian securities regulatory authorities, which requirements are different from those of the United States. As a foreign private issuer, CGI is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and CGI’s officers and directors are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. Our reports and other information filed with or furnished to the SEC are available, and our reports and other information filed or furnished in the future with or to the SEC will be available, from the SEC’s Electronic Document Gathering and Retrieval System (www.sec.gov), which is commonly known by the acronym “EDGAR”, as well as from commercial document retrieval services. Our Canadian filings are available on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com.

We have filed with the SEC under the U.S. Securities Act a registration statement on Form F-10 relating to the securities being offered hereunder and of which this prospectus forms a part. This prospectus does not contain all the information set forth in such registration statement, certain items of which are contained in the exhibits to the registration statement as permitted or required by the rules and regulations of the SEC. Items of information omitted from this prospectus but contained in the registration statement will be available on the SEC’s website at www.sec.gov.

MARKET AND INDUSTRY DATA

This prospectus contains or incorporates by reference estimates regarding market data, which are based on our internal estimates, independent industry publications, reports by market research firms and/or other published independent sources. In each case, we believe those estimates are reasonable. However, market data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market data. As a result, you should be aware that market data set forth herein or incorporated by reference herein, and estimates and beliefs based on such data, may not be reliable.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

EXCHANGE RATE INFORMATION

The daily average exchange rate on April 26, 2022, as reported by the Bank of Canada for the conversion of Canadian dollars into United States dollars was $1.00 equals US$0.7814.

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

CGI is incorporated under the laws of the Province of Quebec, Canada. Several of our directors and officers and the experts named in this prospectus reside outside of the United States, and it may not be possible for you to effect service of process within the United States on these persons. Furthermore, it may not be possible for you to enforce against us or them, in the United States, judgments obtained in U.S. courts, because a substantial portion of our and their assets are located outside the United States. We have been advised by Fasken Martineau DuMoulin LLP, our Canadian counsel, that a monetary judgment of a U.S. court predicated solely upon the civil liability provisions of U.S. federal securities laws would likely be enforceable in Canada if the U.S. court in which the judgment was obtained had a basis for jurisdiction over the matter that was recognized by a Canadian court for such purposes. We cannot assure you that this will be the case. We have also been advised by Fasken Martineau DuMoulin LLP that it is less certain that an action can be brought in Canada in the first instance on the basis of liability predicated solely upon such laws.

vii

PROSPECTUS SUMMARY

The following is a summary of certain selected information contained or incorporated by reference in this prospectus and does not purport to be complete and is therefore qualified in its entirety by, and is subject to, the detailed information and consolidated financial statements incorporated by reference in this prospectus. It does not contain all information about our business or the offering that you should consider. You should read the entire prospectus and all documents incorporated by reference herein, including the risk factors beginning on page 1 before making a decision to exchange Initial Notes for New Notes. Except as otherwise indicated or as the context otherwise requires, when used in this prospectus, the terms “we”, “our”, “us”, “the Company” and “CGI” refer to CGI Inc. and its consolidated subsidiaries. In this prospectus, all references to “dollars”, “C$” or “$” are to Canadian dollars and all references to “U.S. dollars” or “US$” are to United States dollars.

Our Company

Founded in 1976 and headquartered in Montréal, Canada, CGI is a leading provider of business and strategic information technology (“IT”) services with approximately 84,000 consultants and professionals worldwide, whom are called members as they are also owners through CGI’s share purchase plan. CGI uses the power of technology to help clients accelerate their holistic digital transformation.

CGI has a people-centered culture, operating where our clients live and work to build trusted relationships and to advance our shared communities. Our consultants are committed to providing actionable insights that help clients achieve sustainable outcomes. They leverage best-shore centers that deliver scale, innovation and delivery excellence to every engagement.

Corporate Information

CGI Inc. was incorporated on September 29, 1981 under Part IA of the Companies Act (Quebec), predecessor to the Business Corporations Act (Quebec), which came into force on February 14, 2011, and which now governs the Company. The Company continued the activities of Conseillers en gestion et informatique CGI Inc., which was originally founded in 1976. CGI became a public company on December 17, 1986 upon completing an initial public offering of its Class A subordinate voting shares.

Our Class A subordinate voting shares are listed on the Toronto Stock Exchange under the ticker symbol GIB.A and on the New York Stock Exchange under the ticker symbol GIB.

Our executive and registered offices are located at 1350 René-Lévesque Blvd. West, 25th Floor, Montréal, Quebec, Canada, H3G 1T4, and our telephone number is (514) 841-3200. Our website address is www.cgi.com. We have not incorporated by reference in this prospectus the information included on, or linked from, our website, and you should not consider it to be a part of this prospectus.

SUMMARY OF TERMS OF THE EXCHANGE OFFER

We are offering to exchange US$600,000,000 aggregate principal amount of Initial 2026 Notes for an equivalent aggregate principal amount of our New 2026 Notes and US$400,000,000 aggregate principal amount of our Initial 2031 Notes for an equivalent aggregate principal amount of our New 2031 Notes, in each case evidencing the same continuing indebtedness as the Initial 2026 Notes and Initial 2031 Notes, respectively. In order to exchange your Initial 2026 Notes and/or your Initial 2031 Notes, you must properly tender them and we must accept your tender. We will exchange all outstanding Initial 2026 Notes and Initial 2031 Notes that are validly tendered and not validly withdrawn.


Exchange Offer:		We will exchange your Initial 2026 Notes for an equivalent aggregate principal amount of our New 2026 Notes. We will exchange your Initial 2031 Notes for an equivalent aggregate principal amount of our New 2031 Notes.

Expiration Date:		The “expiration date” for the exchange offer is 5:00 p.m., New York City time, on , 2022, unless we extend it, in which case “expiration date” means the latest date and time to which the exchange offer is extended.

Interest on the New Notes:		The New 2026 Notes will accrue interest at a rate of 1.450% per annum from and including the last interest payment date on which interest has been paid on the Initial 2026 Notes or, if no interest has been paid on the Initial 2026 Notes, from the issue date of the Initial 2026 Notes. No additional interest will be paid on Initial 2026 Notes tendered and accepted for exchange. The New 2031 Notes will accrue interest at a rate of 2.300% per annum from and including the last interest payment date on which interest has been paid on the Initial 2031 Notes or, if no interest has been paid on the Initial 2031 Notes, from the issue date of the Initial 2031 Notes. No additional interest will be paid on Initial 2031 Notes tendered and accepted for exchange.

Conditions to the Exchange Offer:		The exchange offer is subject to certain customary conditions, which we may waive. See “Exchange Offer—Terms of the Exchange Offer—Conditions.”

Procedures for Tendering Initial Notes:		If you wish to accept the exchange offer, you must submit the required documentation and effect a tender of Initial Notes pursuant to the procedures for book-entry transfer (or other applicable procedures), all in accordance with the instructions described in this prospectus and in the letter of transmittal. See “Exchange Offer—Terms of the Exchange Offer—Procedures for Tendering”, “Exchange Offer—Terms of the Exchange Offer—Book-Entry Transfer”, “Exchange Offer—Terms of the Exchange Offer—Exchanging Book-Entry Notes” and “Exchange Offer—Terms of the Exchange Offer—Guaranteed Delivery Procedures.”

Guaranteed Delivery Procedures:		If you wish to tender your Initial Notes, but cannot properly do so prior to the expiration date, you may tender your Initial Notes in accordance with the guaranteed delivery procedures described in “Exchange Offer—Terms of the Exchange Offer—Guaranteed Delivery Procedures.”

Withdrawal Rights:		Tenders of Initial Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date. To withdraw a tender of Initial Notes, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in the letter of transmittal prior to 5:00 p.m., New York City time, on the expiration date.

Acceptance of Initial Notes and Delivery of New Notes:		Subject to certain conditions, any and all Initial Notes that are validly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the expiration date will be accepted for exchange. The New Notes issued pursuant to the exchange offer will be delivered promptly following the expiration date. See “Exchange Offer—Terms of the Exchange Offer.”

U.S. Federal and Canadian Federal Income Tax Considerations:		The exchange of the Initial Notes for the New Notes should not constitute a taxable exchange for U.S. federal or Canadian federal income tax purposes as the New Notes will evidence the same continuing indebtedness as the Initial Notes and will not constitute new indebtedness. See “U.S. Federal Income Tax Considerations” and “Canadian Federal Income Tax Considerations.”


Exchange Agent:		Computershare Trust Company, N.A. is serving as the exchange agent.

Summary of Terms of the New Notes:		The terms of the New Notes are substantially identical to the terms of the Initial Notes except that the New Notes:

		• will be registered under the U.S. Securities Act, and therefore will not contain restrictions on transfer;

		• will not contain certain provisions relating to additional interest;

		• will bear different CUSIP numbers from the Initial Notes; and

		• will not entitle their holders to registration rights.

Resale of New Notes:		It may be possible for you to resell the New Notes issued in the exchange offer without compliance with the registration or prospectus delivery provisions of the U.S. Securities Act if:

		• you are acquiring the New Notes in the ordinary course of your business;

		• you are not a broker-dealer that acquired the Initial Notes from us or in market-making transactions or other trading activities;

		• you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in the distribution of the New Notes issued to you; and

		• you are not an affiliate, under Rule 405 of the U.S. Securities Act, of us.

		If you are a broker-dealer and receive New Notes for your own account in exchange for Initial Notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any resale of the New Notes. See “Plan of Distribution.”

Consequences of Failure to Exchange Initial Notes:		If you do not participate in this exchange offer:

		• subject to certain limited exceptions, you will not necessarily be able to require us to register your Initial Notes under the U.S. Securities Act;

		• you will not be able to resell, offer to resell or otherwise transfer your Initial Notes unless they are registered under the U.S. Securities Act or unless you resell, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, registration under the U.S. Securities Act; and

		• the trading market for your Initial Notes will become more limited to the extent other holders of Initial Notes participate in the exchange offer.

		See “Exchange Offer—Terms of the Exchange Offer—Consequences of Failure to Exchange” and “Exchange Offer—Terms of the Exchange Offer—Acceptance of Initial Notes for Exchange; Delivery of New Notes.”

SUMMARY OF TERMS OF THE NEW NOTES

The following summary contains basic information about the New Notes and is not intended to be complete. For a complete understanding of the New Notes, please refer to the discussion under “Description of the New Notes” beginning on page 32 of this prospectus. References to “we”, “us” and “our” in this section titled “Summary of the Terms of the New Notes” refer to CGI Inc. and not to any of its subsidiaries.


Issuer:		CGI Inc.

Notes Offered:		US$600,000,000 aggregate principal amount of 1.450% Notes due 2026. US$400,000,000 aggregate principal amount of 2.300% Notes due 2031.

Maturity Date:		The New 2026 Notes will mature on September 14, 2026. The New 2031 Notes will mature on September 14, 2031.

Interest:		Interest on the New 2026 Notes will accrue from September 14, 2021 at a rate of 1.450% per annum, payable on March 14 and September 14 of each year, beginning on March 14, 2022. Interest on the New 2031 Notes will accrue from September 14, 2021 at a rate of 2.300% per annum, payable on March 14 and September 14 of each year, beginning on March 14, 2022.

Ranking:		The New Notes will be our unsecured senior obligations, and will:

		• rank equally with all of our other existing and future unsecured senior obligations;

		• rank senior in right of payment to any of our future subordinated obligations;

		• be effectively subordinated to any of our existing and future secured obligations, to the extent of the value of the collateral securing such obligations; and

		• will be structurally subordinated to the liabilities, including guarantees and trade payables, of our subsidiaries.

		At March 31, 2022, the aggregate amount of our consolidated debt, as determined consistent with IFRS and reflected on our consolidated balance sheet, was approximately $3,041.9 million, and we had approximately $1,495.9 million of unused commitments under our committed bank credit facilities. As of March 31, 2022, we and our subsidiaries had no secured debt. As of March 31, 2022, our subsidiaries had debt, as determined in accordance with IFRS, including guarantees by certain of our subsidiaries of indebtedness under our credit facilities and our outstanding senior U.S. unsecured notes, of approximately $1,211.0 million and accounts payable and accrued liabilities of approximately $917.0 million.

		See “Description of the New Notes.”


Optional Redemption:		At any time prior to August 14, 2026 (the date that is one month prior to the maturity date of the New 2026 Notes) (the “2026 Par Call Date”), we may redeem the New 2026 Notes, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the New 2026 Notes being redeemed and (ii) the 2026 Make-Whole Amount (as defined herein), plus accrued and unpaid interest on the New 2026 Notes to, but not including, the redemption date. On or after the 2026 Par Call Date, we may redeem the New 2026 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the New 2026 Notes to, but not including, the redemption date. See “Description of the New Notes—Optional Redemption—New 2026 Notes.” At any time prior to June 14, 2031 (the date that is three months prior to the maturity date of the New 2031 Notes) (the “2031 Par Call Date”), we may redeem the New 2031 Notes, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the New 2031 Notes being redeemed and (ii) the 2031 Make-Whole Amount (as defined herein), plus accrued and unpaid interest on the New 2031 Notes to, but not including, the redemption date. On or after the 2031 Par Call Date, we may redeem the New 2031 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the New 2031 Notes to, but not including, the redemption date. See “Description of the New Notes—Optional Redemption—New 2031 Notes.”

		We also may redeem the New Notes of each series, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the New Notes, to but not including, the redemption date if, at any time, changes to Canadian law require us to withhold taxes from payments on the New Notes of such series. See “Description of the New Notes—Tax Redemption.”

Change of Control:		Upon the occurrence of a Change of Control Repurchase Event (as defined herein), we will be required to make an offer to repurchase the New Notes of each series at a price equal to 101% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date. See “Description of the New Notes—Change of Control Repurchase Event.”

Additional Amounts:		Any payments made by us with respect to the New Notes will be made without withholding or deduction for Canadian taxes unless required by law or the interpretation or administration thereof. If we are so required to withhold or deduct for Canadian taxes with respect to a payment to the holders of notes, we will pay the additional amount necessary so that the net amount received by the holders of notes after the withholding is not less than the amount that they would have received in the absence of the withholding, subject to certain limited exceptions. See “Description of the New Notes—Certain Covenants—Payment of Additional Amounts.”

Certain Covenants:		The indenture dated as of September 14, 2021 (the “indenture”) between us and Computershare Trust Company, N.A., as trustee will govern the New Notes and contains covenants that, among other things:

		• limit our ability to create certain security interests; and

		• restrict our ability to amalgamate or merge with a third party or transfer all or substantially all of our assets.


		These covenants are subject to important exceptions and qualifications which are described under “Description of the New Notes.”

Use of Proceeds:		We will not receive any proceeds from the exchange offer.

Risk Factors:		You should carefully consider the risk factors set forth under “Risk Factors” beginning on page 1 and the other information contained in this prospectus prior to deciding whether to exchange Initial Notes for New Notes.

RISK FACTORS

In deciding whether to exchange Initial Notes for New Notes, you should carefully consider the risks described below, as well as the information included or incorporated by reference in this prospectus. In addition, please read “Note Regarding Forward-looking Statements” in this prospectus, where we describe additional uncertainties associated with our business and the forward-looking statements included, or to the extent not superseded hereby, incorporated by reference in this prospectus.

Risks Related to the Company

External Risks

We may be adversely affected by volatile, negative or uncertain economic and political conditions and the effects of these conditions on our clients’ businesses and levels of activity.

Economic and political conditions in the markets in which we operate have a bearing upon the results of our operations, directly and through their effect on the level of business activity of our clients. We can neither predict the impact that current economic and political conditions will have on our future revenue, nor predict changes in economic conditions or future political uncertainty. The level of activity of our clients and potential clients may be affected by an economic downturn or political uncertainty. Clients may cancel, reduce or defer existing contracts and delay entering into new engagements and may decide to undertake fewer IT systems projects resulting in limited implementation of new technology and smaller engagements. Since there may be fewer engagements, competition may increase and pricing for services may decline as competitors may decrease rates to maintain or increase their market share in our industry and this may trigger pricing adjustments related to the benchmarking obligations within our contracts. Economic downturns and political uncertainty make it more difficult to meet business objectives and may divert management’s attention and time from operating and growing our business. Our business, results of operations and financial condition could be negatively affected as a result of these factors.

We may be adversely affected by additional external risks, such as terrorism, armed conflict, labor or social unrest, inflation, rising energy costs, recession, criminal activity, hostilities, disease, illness or health emergencies, natural disasters and climate change and the effects of these conditions on our clients, our business and on market volatility.

Additional external risks that could adversely impact the markets in which we operate, our industry and our business include terrorism, armed conflict, labor or social unrest, inflation, recession, criminal activity, regional and international hostilities and international responses to these hostilities, and disease, illness or health emergencies that affect local, national or international economies. Additionally, the potential impacts of climate change are unpredictable and natural disasters, sea level rise, floods, droughts or other weather-related events present additional external risks. Climate change risks can arise from physical risks (risks related to the physical effects of climate change) and transition risks (risks related to regulatory, legal, technological and market changes from a transition to a low-carbon economy). Climate change risk, and/or any of these additional external risks, may affect us or affect the financial viability of our clients leading to a reduction of demand and loss of business from such clients. Each of these risks could negatively impact our business, results of operation and financial condition.

As a result of external risks, such as the current armed conflict in the Ukraine, inflation, and rising energy costs, global equity and capital markets may experience significant volatility and weakness. The duration and impact of these events are unknown at this time, nor is the impact on our operations and the market for our securities.

Pandemics, including the COVID-19 pandemic, have caused, and may in the future cause disruptions in our operations and the operations of our clients (which may lead to increased risk and frequency of cybersecurity incidents), market volatility and economic disruption, which could adversely affect us.

A pandemic, including the COVID-19 pandemic, can create significant volatility and uncertainty and economic disruption. A pandemic poses the risk that our members, clients, contractors and business partners may be prevented from, or restricted in, conducting business activities for an indefinite period, including due to the transmission of the disease or to emergency measures or restrictions that may be requested or mandated by governmental authorities. The COVID-19 pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus, including the implementation of border closures, travel bans or restrictions, lock-downs, quarantine periods, vaccine mandates or passports, social distancing, testing requirements, stay-at-home and work-from-home policies and the temporary closure of non-essential businesses. Companies are also taking precautions, such as requiring employees to work remotely, imposing travel restrictions and temporarily closing businesses. These emergency measures and restrictions, and future measures and restrictions taken in response to the COVID-19 pandemic or other pandemics, have caused and may continue to cause material disruptions to businesses globally and are likely to have an adverse impact on global economic conditions and consumer confidence and spending, which could materially adversely affect our business. While emergency measures and restrictions in response to the COVID-19 pandemic have been eased or, in certain cases, eliminated, resurgence in new COVID-19 cases, or the emergence and progression of new variants, may cause governmental authorities or companies to strengthen or re-introduce additional emergency measures and restrictions, which could materially adversely affect our business.

A pandemic, including the COVID-19 pandemic, may affect the financial viability of our clients, and could cause them to exit certain business lines, or change the terms on which they are willing to purchase services and solutions. Clients may also slow down decision-making, delay planned work, seek to terminate existing agreements, not renew existing agreements or be unable to pay us in accordance with the terms of existing agreements. As a result of increased remote working arrangements due to a pandemic, the exposure to, and reliance on, networked systems and the internet can increase. This can lead to increased risk and frequency of cybersecurity incidents. Cybersecurity incidents can result from unintentional events or deliberate attacks by insiders or third parties, including cybercriminals, competitors, nation-states, and hacktivists. Any of these events could cause or contribute to risk and uncertainty and could adversely affect our business, results of operations and financial condition.

As a result of the COVID-19 pandemic, global equity and capital markets have experienced and may continue to experience significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 pandemic are unknown at this time, as is the efficacy and duration of government and central bank interventions. The extent to which the COVID-19 pandemic impacts our future business, including our operations and the market for our securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak, the availability and effectiveness of vaccines and the speed of their distribution, the actions taken to contain the COVID-19 pandemic, and the actions taken to prevent and treat the COVID-19 pandemic. It is not possible to reliably estimate the length and severity of these developments or the negative impact on our financial results, share price and financial condition in future periods. Many of the risks, uncertainties and other risk factors identified are, and will be, amplified by the COVID-19 pandemic.

While we have implemented business continuity plans and taken additional steps and measures, there can be no assurance that these actions, in response to the COVID-19 pandemic, will succeed in preventing or mitigating the negative impacts of the COVID-19 pandemic on our Company, members, clients, contractors and business partners, which may continue post COVID-19 pandemic.

Risks Related to Our Industry

The markets in which we operate are highly competitive, and we might not be able to compete effectively.

CGI operates in a global marketplace in which competition among providers of IT services is vigorous. Some of our competitors possess greater financial, marketing and sales resources, and larger geographic scope in certain parts of the world than we do, which, in turn, provides them with additional leverage in the competition for contracts. In certain niche, regional or metropolitan markets, we face smaller competitors with specialized capabilities who may be able to provide competing services with greater economic efficiency. Some of our competitors have more significant operations than we do in lower cost countries that can serve as a platform from which to provide services worldwide on terms that may be more favorable. Increased competition among IT services firms often results in corresponding pressure on prices. There can be no assurance that we will succeed in providing competitively priced services at levels of service and quality that will enable us to maintain and grow our market share.

We derive significant revenue from contracts awarded through competitive bidding processes, which limit the Company’s ability to negotiate certain contractual terms and conditions. Risks related to competitive bidding processes also involve substantial cost and managerial time and effort spent by the Company to prepare bids and proposals for contracts that may or may not be awarded to the Company, as well as expenses and delays that may arise if the Company’s competitors protest or challenge awards made to the Company pursuant to competitive bidding processes.

We may not be able to hire or retain enough qualified IT professionals to support our operations.

There is strong demand for qualified individuals in the IT industry. Hiring and retaining a sufficient number of individuals with the desired knowledge and skill set may be difficult. Therefore, it is important that we remain able to successfully attract and retain highly qualified professionals and establish an effective succession plan. If our comprehensive programs aimed at attracting and retaining qualified and dedicated professionals do not ensure that we have staff in sufficient numbers and with the appropriate training, expertise and suitable government security clearances required to serve the needs of our clients, we may have to rely on subcontractors or transfers of staff to fill resulting gaps. If our succession plan fails to identify those with potential or to develop these key individuals, we may be unable to replace key members who retire or leave the Company and may be required to recruit and/or train new employees. This might result in lost revenue or increased costs, thereby putting pressure on our net earnings.

We may not be able to continue developing and expanding service offerings to address emerging business demands and technology trends.

The rapid pace of change in all aspects of IT and the continually declining costs of acquiring and maintaining IT infrastructure mean that we must anticipate changes in our clients’ needs. To do so, we must adapt our services and our solutions so that we maintain and improve our competitive advantage and remain able to provide cost effective services and solutions. The markets in which we operate are extremely competitive and there can be no assurance that we will succeed in developing and adapting our business in a timely manner nor that we will be able to penetrate new markets successfully. If we do not keep pace, our ability to retain existing clients and gain new business may be adversely affected. This may result in pressure on our revenue, net earnings and resulting cash flow from operations.

We may infringe on the intellectual property rights of others.

Despite our efforts, the steps we take to ensure that our services and offerings do not infringe on the intellectual property rights of third parties may not be adequate to prevent infringement and, as a result, claims may be asserted against us or our clients. We enter into licensing agreements for the right to use intellectual property and may otherwise offer indemnities against liability and damages arising from third-party claims of patent, copyright, trademark or trade secret infringement in respect of our own intellectual property or software or other solutions developed for our clients. In some instances, the amount of these indemnity claims could be greater than the revenue we receive from the client (see “—Risks Related to Our Business—Indemnity provisions and guarantees in various agreements to which we are party may require us to compensate our counterparties”). Intellectual property claims or litigation could be time-consuming and costly, harm our reputation, require us to enter into additional royalty or licensing arrangements, or prevent us from providing some solutions or services. Any limitation on our ability to sell or use solutions or services that incorporate software or technologies that are the subject of a claim could cause us to lose revenue-generating opportunities or require us to incur additional expenses to modify solutions for future projects.

We may be unable to protect our intellectual property rights.

Our success depends, in part, on our ability to protect our proprietary methodologies, processes, know-how, tools, techniques and other intellectual property that we use to provide our services. Although CGI takes reasonable steps (e.g. available copyright protection and, in some cases, patent protection) to protect and enforce its intellectual property rights, there is no assurance that such measures will be enforceable or adequate. The cost of enforcing our rights can be substantial and, in certain cases, may prove to be uneconomic. In addition, the laws of some countries in which we conduct business may offer only limited intellectual property rights protection. Despite our efforts, the steps taken to protect our intellectual property may not be adequate to prevent or deter infringement or other misappropriation of intellectual property, and we may not be able to detect unauthorized use of our intellectual property, or take appropriate steps to enforce our intellectual property rights.

We face risks associated with benchmarking provisions within certain contracts.

Some of our managed IT and business process services contracts contain clauses allowing our clients to externally benchmark the pricing of agreed upon services against those offered by other providers in a peer comparison group. The uniqueness of the client environment should be factored in and, if results indicate a difference outside the agreed upon tolerance, we may be required to work with clients to reset the pricing for their services. There can be no assurance that benchmarks will produce accurate or reliable data, including pricing data. This may result in pressure on our revenue, net earnings and resulting cash flow from operations.

Risks Related to Our Business

We may not be able to successfully implement and manage our growth strategy.

CGI’s Build and Buy growth strategy is founded on four pillars of growth: first, profitable organic growth through contract wins, renewals and extensions with new and existing clients in our targeted industries; second, the pursuit of new large long-term managed IT and business process services contracts; third, metro market acquisitions; and fourth, large transformational acquisitions.

Our ability to achieve organic growth is affected by a number of factors outside of our control, including a lengthening of our sales cycle for major managed IT and business process services contracts.

Our ability to grow through metro market and transformational acquisitions requires that we identify suitable acquisition targets that we correctly evaluate their potential as transactions that will meet our financial and operational objectives, and that we successfully integrate them into our business. There can, however, be no assurance that we will be able to identify suitable acquisition targets and consummate additional acquisitions that meet our economic thresholds, or that future acquisitions will be successfully integrated into our operations and yield the tangible accretive value that had been expected.

If we are unable to implement our Build and Buy growth strategy, we will likely be unable to maintain our historic or expected growth rates.

We may experience fluctuations in our financial results, making it difficult to predict future results.

Our ability to maintain and increase our revenue is affected not only by our success in implementing our Build and Buy growth strategy, but also by a number of other factors, which could cause the Company’s financial results to fluctuate. These factors include: (i) our ability to introduce and deliver new services and business solutions; (ii) our potential exposure to a lengthened sales cycle; (iii) the cyclicality of the purchases of our technology services and solutions; (iv) the nature of our client’s business (for example, if a client encounters financial difficulty (including as a result of external risks such as climate change or a pandemic), it may be forced to cancel, reduce or defer existing contracts with us); and (v) the structure of our agreements with clients (for example, some of CGI’s agreements with clients contain clauses allowing the clients to benchmark the pricing of services provided by CGI against the prices offered by other providers). These, and other factors, make it difficult to predict financial results for any given period.

Our revenues may be exposed to fluctuations based on our business mix.

The proportion of revenue that we generate from shorter-term system integration and consulting projects (“SI&C”), versus revenue from long-term managed IT and business process services contracts, will fluctuate at times, affected by acquisitions or other transactions. An increased exposure to revenue from SI&C projects may result in greater quarterly revenue variations, as the revenue from SI&C projects does not provide long-term consistency in revenue.

Our current operations are international in scope, subjecting us to a variety of financial, regulatory, cultural, political and social challenges.

We manage operations in numerous countries around the world including offshore delivery centers. The scope of our operations (including our offshore delivery centers) subjects us to issues that can negatively impact our operations, including: (i) currency fluctuations (see “—Risks Related to Our Business— We may be adversely affected by currency fluctuations”); (ii) the burden of complying with a wide variety of national and local laws (see “—Risks Related to Our Business—Changes in the laws and regulations within the jurisdictions in which we operate may have a material adverse effect on our global business operations and profitability”); (iii) the differences in and uncertainties arising from local business culture and practices; (iv) and political, social and economic instability. Any or all of these risks could impact our global business operations and cause our profitability to decline.

If we are unable to manage the organizational challenges associated with our size, we may not be able to achieve our growth and profitability objectives.

Our culture, standards, core values, internal controls and our policies need to be instilled across newly acquired businesses as well as maintained within our existing operations. To effectively communicate and manage these standards throughout a large global organization is both challenging and time consuming. Newly acquired businesses may be resistant to change and may remain attached to past methods, standards and practices which may compromise our business agility in pursuing opportunities. Cultural differences in various countries may also present barriers to introducing new ideas or aligning our vision and strategy with the rest of the organization. If we cannot overcome these obstacles in maintaining a strategic bond throughout the Company worldwide, we may not be able to achieve our growth and profitability objectives.

Changes in our tax levels, as well as reviews, audits, investigations and tax proceedings or changes in tax laws or in their interpretation or enforcement, could have a material adverse effect on our net income or cash flow.

In estimating our income tax payable, management uses accounting principles to determine income tax positions that are likely to be sustained by applicable tax authorities. However, there is no assurance that our tax benefits or tax liability will not materially differ from our estimates or expectations. The tax legislation, regulation and interpretation that apply to our operations are continually changing. In addition, future tax benefits and liabilities are dependent on factors that are inherently uncertain and subject to change, including future earnings, future tax rates, and anticipated business mix in the various jurisdictions in which we operate. Moreover, our tax returns are continually subject to review by applicable tax authorities and we are subject to ongoing audits, investigations and tax proceedings in various jurisdictions. These tax authorities determine the actual amounts of taxes payable or receivable, of any future tax benefits or liabilities and of income tax expense that we may ultimately recognize. Tax authorities have disagreed and may in the future disagree with our income tax positions and are taking increasingly aggressive positions in respect of income tax positions, including with respect to intercompany transactions.

Our effective tax rate in the future could be adversely affected by challenges to intercompany transactions, changes in the value of deferred tax assets and liabilities, changes in tax law or in their interpretation or enforcement, changes in the mix of earnings in countries with differing statutory tax rates, the expiration of tax benefits and changes in accounting principles. Tax rates in the jurisdictions in which we operate may change as a result of shifting economic conditions and tax policies.

A number of countries in which the Company does business have implemented, or are considering implementing, changes in relevant tax, accounting and other laws, regulations and interpretations and the overall tax environment has made it increasingly challenging for multinational corporations to operate with certainty about taxation in many jurisdictions.

Any of the above factors could have a material adverse effect on our net income or cash flow by affecting our operations and profitability, our effective tax rate, the availability of tax credits, the cost of the services we provide, and the availability of deductions for operating losses.

Reductions, eliminations or amendments to government sponsored programs from which we currently benefit may have a material adverse effect on our net earnings or cash flow.

We benefit from government sponsored programs designed to support research and development, labour and economic growth in jurisdictions where we operate. Government programs reflect government policy and depend on various political and economic factors. There can be no assurance that such government programs will continue to be available to the Company in the future, or will not be reduced, amended or eliminated. Any future government program reductions or eliminations or other amendments to the tax credit programs could increase operating or capital expenditures incurred by the Company and have a material adverse effect on its net earnings or cash flow.

We are exposed to credit risks with respect to accounts receivable and work in progress.

In order to sustain our cash flow from operations, we must invoice and collect the amounts owed to us in an efficient and timely manner. Although we maintain provisions to account for anticipated shortfalls in amounts collected from clients, the provisions we take are based on management estimates and on our assessment of our clients’ creditworthiness which may prove to be inadequate in the light of actual results. To the extent that we fail to perform our services in accordance with our contracts and our clients’ reasonable expectations, and to the extent that we fail to invoice clients and to collect the amounts owed to the Company for our services correctly in a timely manner, our collections could suffer, which could materially adversely affect our revenue, net earnings and cash flow. In addition, a prolonged economic downturn may cause clients to curtail or defer projects, impair their ability to pay for services already provided, and ultimately cause them to default on existing contracts, in each case, causing a shortfall in revenue and impairing our future prospects.

Material developments regarding our major commercial clients resulting from such causes as changes in financial condition, mergers or business acquisitions could impair our future prospects and growth strategy.

Consolidation among our clients resulting from mergers and acquisitions may result in loss or reduction of business when the successor business’ IT needs are served by another service provider or are provided by the successor company’s own personnel. Growth in a client’s IT needs resulting from acquisitions or operations may mean that we no longer have a sufficient geographic scope or the critical mass to serve the client’s needs efficiently, resulting in the loss of the client’s business and impairing our future prospects. There can be no assurance that we will be able to achieve the objectives of our growth strategy in order to maintain and increase our geographic scope and critical mass in our targeted markets.

We face risks associated with early termination of our contractual agreements.

If we should fail to deliver our services according to contractual agreements, some of our clients could elect to terminate contracts before their agreed expiry date, which would result in a reduction of our earnings and cash flow and may impact the value of our backlog of orders. In addition, a number of our managed IT and business process services contractual agreements have termination for convenience and change of control clauses according to which a change in the client’s intentions or a change in control of CGI could lead to a termination of these agreements. Early contract termination can also result from the exercise of a legal right or when circumstances that are beyond our control or beyond the control of our client prevent the contract from continuing. In cases of early termination, we may not be able to recover capitalized contract costs and we may not be able to eliminate ongoing costs incurred to support the contract.

We may not be able to successfully estimate the cost, timing and resources required to fulfill our contracts, which could have a material adverse effect on our net earnings.

In order to generate acceptable margins, our pricing for services is dependent on our ability to accurately estimate the costs and timing for completing projects or long-term managed IT and business process services contracts, which can be based on a client’s bid specification, sometimes in advance of the final determination of the full scope and design of the contract. In addition, a significant portion of our project-oriented contracts are performed on a fixed-price basis. Billing for fixed-price engagements is carried out in accordance with the contract terms agreed upon with our client, and revenue is recognized based on the percentage of effort incurred to date in relation to the total estimated efforts to be incurred over the duration of the respective contract. These estimates reflect our best judgement regarding the efficiencies of our methodologies and professionals as we plan to apply them to the contracts in accordance with the CGI Client Partnership Management Framework (“CPMF”), a framework that contains high standards of contract management to be applied throughout the Company. If we fail to apply the CPMF correctly or if we are unsuccessful in accurately estimating the time or resources required to fulfill our obligations under a contract, or if unexpected factors, including those outside of our control (such as labour shortages, supply chain or manufacturing disruptions, inflation, and other external risk factors), arise, there may be an impact on costs or the delivery schedule which could have a material adverse effect on our expected net earnings.

We rely on relationships with other providers in order to generate business and fulfill certain of our contracts; if we fail to maintain our relationships with these providers, our business, prospects, financial condition and operating results could be materially adversely affected.

We derive revenue from contracts where we enter into teaming agreements with other providers. In some teaming agreements we are the prime contractor whereas in others we act as a subcontractor. In both cases, we rely on our relationships with other providers to generate business and we expect to continue to do so in the foreseeable future. Where we act as prime contractor, if we fail to maintain our relationships with other providers, we may have difficulty attracting suitable participants in our teaming agreements. Similarly, where we act as subcontractor, if our relationships are impaired, other providers might reduce the work they award to us, award that work to our competitors, or choose to offer the services directly to the client in order to compete with our business. In either case, if we fail to maintain our relationship with these providers or if our relationship with these providers is otherwise impaired, our business, prospects, financial condition and operating results could be materially adversely affected.

Our profitability may be adversely affected if our partners are unable to deliver on their commitments.

Increasingly large and complex contracts may require that we rely on third party subcontractors including software and hardware vendors to help us fulfill our commitments. Under such circumstances, our success depends on the ability of the third parties to perform their obligations within agreed upon budgets and timeframes. If our partners fail to deliver, our ability to complete the contract may be adversely affected, which could have an unfavourable impact on our profitability.

Indemnity provisions and guarantees in various agreements to which we are party may require us to compensate our counterparties.

In the normal course of business, we enter into agreements that may provide for indemnification and guarantees to counterparties in transactions such as consulting and managed IT and business process services, business divestitures, lease agreements and financial obligations. These indemnification undertakings and guarantees may require us to compensate counterparties for costs and losses incurred as a result of various events, including breaches of representations and warranties, intellectual property right infringement, claims that may arise while providing services or as a result of litigation that may be suffered by counterparties.

We may be unable to maintain our human resources utilization rates.

In order to maintain our net earnings, it is important that we maintain the appropriate availability of professional resources in each of our geographies by having a high utilization rate while still being able to assign additional resources to new work. Maintaining an efficient utilization rate requires us to forecast our need for professional resources accurately and to manage recruitment activities, professional training programs, attrition rates and restructuring programs appropriately. To the extent that we fail to do so, or to the extent that laws and regulations restrict our ability to do so, our utilization rates may be reduced; thereby having an impact on our revenue and profitability. Conversely, we may find that we do not have sufficient resources to deploy against new business opportunities in which case our ability to grow our revenue would suffer.

If the business awarded to us by various U.S. federal government departments and agencies is limited, reduced or eliminated, our business, prospects, financial condition and operating results could be materially and adversely affected.

We derive a significant portion of our revenue from the services we provide to various U.S. federal government departments and agencies. We expect that this will continue for the foreseeable future. There can be, however, no assurance that each such U.S. federal government department and agency will continue to utilize our services to the same extent, or at all in the future. In the event that a major U.S. federal government department or agency were to limit, reduce, or eliminate the business it awards to us, we might be unable to recover the lost revenue with work from other U.S. federal government departments or agencies or other clients, and our business, prospects, financial condition and operating results could be materially and adversely affected. Although IFRS considers a national government and its departments and agencies as a single client, our client base in the U.S. government economic sector is in fact diversified with contracts from many different departments and agencies.

Changes in government spending policies or budget priorities could directly affect our financial performance. Among the factors that could harm our government contracting business are: the curtailment of governments’ use of consulting and IT services firms; a significant decline in spending by governments in general, or by specific departments or agencies in particular; the adoption of new legislation and/or actions affecting companies that provide services to governments; delays in the payment of our invoices by government; and general economic and political conditions. These or other factors could cause government agencies and departments to reduce their purchases under contracts, to exercise their right to terminate contracts, to issue temporary stop work orders, or not to exercise options to renew contracts, any of which would cause us to lose future revenue. Government spending reductions or budget cutbacks at these departments or agencies could materially harm our continued performance under these contracts, or limit the awarding of additional contracts from these agencies.

Changes in the laws and regulations within the jurisdictions in which we operate may have a material adverse effect on our global business operations and profitability.

Our global operations require us to be compliant with laws and regulations in many jurisdictions on matters such as: anti-corruption, trade restrictions, immigration, taxation, securities, antitrust, data privacy, labor relations, and the environment, amongst others. Complying with these diverse requirements worldwide is a challenge and consumes significant resources. The laws and regulations frequently change and some may impose conflicting requirements which may expose us to penalties for non-compliance and harm our reputation. Furthermore, in some jurisdictions, we may face the absence of effective laws and regulations to protect our intellectual property rights and there may be restrictions on the movement of cash and other assets, on the import and export of certain technologies, and on the repatriation of earnings. Any or all of these risks could impact our global business operations and cause our profitability to decline.

Our business with the U.S. federal government departments and agencies also requires that we comply with complex laws and regulations relating to government contracts. These laws and regulations relate to the integrity of the procurement process, impose disclosure requirements, and address national security concerns, among other matters. For instance, we are routinely subject to audits by U.S. government departments and agencies with respect to compliance with these rules. If we fail to comply with these requirements we may incur penalties and sanctions, including contract termination, suspension of payments, suspension or debarment from doing business with the federal government, and fines.

Changes to, and delays or defects in, our client projects and solutions may subject us to legal liability, which could materially adversely affect our business, operating results and financial condition and may negatively affect our professional reputation.

We create, implement and maintain IT solutions that are often critical to the operations of our clients’ business. Our ability to complete large projects as expected could be adversely affected by unanticipated delays, renegotiations, and changing client requirements or project delays. Also, our solutions may suffer from defects that adversely affect their performance; they may not meet our clients’ requirements or may fail to perform in accordance with applicable service levels. Such problems could subject us to legal liability, which could materially adversely affect our business, operating results and financial condition, and may negatively affect our professional reputation. While we typically use reasonable efforts to include provisions in our contracts which are designed to limit our exposure to legal claims relating to our services and the applications we develop, we may not always be able to include such provisions and, where we are successful, such provisions may not protect us adequately or may not be enforceable under some circumstances or under the laws of some jurisdictions.

We are subject to stringent and changing privacy laws, regulations and standards, information security policies and contractual obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could expose us to government sanctions and cause damage to our brand and reputation.

Our business often requires that our clients’ applications and information, which may include their proprietary information and personal information they manage, be processed and stored on our networks and systems, and in data centers that we manage. We also process and store proprietary information relating to our business, and personal information relating to our members. The Company is subject to numerous laws and regulations designed to protect information, such as the European Union’s General Data Protection Regulation (“GDPR”), various laws and regulations in Canada, the U.S. and other countries in which the Company operates governing the protection of health or other personally identifiable information and data privacy. These laws and regulations are increasing in number and complexity and are being adopted and amended with greater frequency, which results in greater compliance risk and cost. The potential financial penalties for non-compliance with these laws and regulations have significantly increased with the adoption of the GDPR. The Company’s Chief Data Protection Officer oversees the Company’s compliance with the laws that protect the privacy of personal information. The Company faces risks inherent in protecting the security of such personal data which have grown in complexity, magnitude and frequency in recent years. Digital information and equipment are subject to loss, theft or destruction, and services that we provide may become temporarily unavailable as a result of those risks, or upon an equipment or system malfunction. The causes of such failures include human error in the course of normal operations (including from advertent or inadvertent actions or inactions by our members), maintenance and upgrading activities, as well as hacking, vandalism (including denial of service attacks and computer viruses), theft, and unauthorized access, as well as power outages or surges, floods, fires, natural disasters and many other causes. The measures that we take to protect against all information infrastructure risks, including both physical and logical controls on access to premises and information may prove in some circumstances to be inadequate to prevent the improper disclosure, loss, theft, misappropriation of, unauthorized access to, or destruction of client information, or service interruptions. Such events may expose the Company to financial loss arising from the costs of remediation and those arising from litigation from our clients and third parties (including under the laws that protect the privacy of personal information), claims and damages, as well as expose the Company to government sanctions and damage to our brand and reputation.

We could face legal, reputational and financial risks if we fail to protect our and/or client data from security incidents or cyberattacks.

The volume, velocity and sophistication of security threats and cyber-attacks continue to grow. This includes criminal hackers, hacktivists, state-sponsored organizations, industrial espionage, employee misconduct, and human or technological errors. The current geopolitical instability has exacerbated these threats, which could lead to increased risk and frequency of security and cybersecurity incidents.

As a global IT and business consulting firm providing services to private and public sectors, we process and store increasingly large amounts of data for our clients, including proprietary information and personal information. Consequently, our business could be negatively impacted by physical and cyber threats, which could affect our future sales and financial position or increase our costs and expenses.

An unauthorized disclosure of sensitive or confidential client or member information, including cyber-attacks or other security breaches, could cause a loss of data, give rise to remediation or other expenses, expose us to liability under federal and state laws, and subject us to litigation and investigations, which could have an adverse effect on our business, cash flows, financial condition and results of operations. These security risks to the Company include potential attacks not only of our own solutions, services and systems, but also those of our clients, contractors, business partners, vendors and other third parties.

The Company’s Chief Security Officer is responsible for overseeing the security of the Company. Any local issue in a business unit could have a global impact on the entire Company, thus visibility and timely escalation on potential issues are key. We seek to detect and investigate all security incidents and to prevent their occurrence or recurrence, by: (i) developing and regularly reviewing policies and standards related to information security, data privacy, physical security and business continuity; (ii) monitoring the Company’s performance against these policies and standards; (iii) developing strategies intended to seek to mitigate the Company’s risks, including through security trainings for all employees to increase awareness of potential cyber threats; (iv) implementing security measures to ensure an appropriate level of control based on the nature of the information and the inherent risks attached thereto, including through access management, security monitoring and testing to mitigate and help detect and respond to attempts to gain unauthorized access to information systems and networks; and (v) working with the industry and governments against cyber threats. However, because of the evolving nature and sophistication of these security threats, there can be no assurance that our safeguards will detect or prevent the occurrence of material cyber breaches, intrusions or attacks.

We are regularly the target of attempted cyber and other security threats and must continuously monitor and develop our information technology networks and infrastructure to detect, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have a security and reputational impact. If security protection does not evolve at the same pace as threats, a growing gap on our level of protection will be created. Technology evolution and global trends like digital transformation, cloud and mobile computing amongst others are disrupting the security operating model, thus security should evolve to address new relevant security requirements and build new capabilities to address the changes. Increasing detection and automated response capabilities are key to improve visibility and contain any negative potential impact. Automating security processes and integrating with IT, business and security solutions could address shortage of technical security staff and avoid introducing human intervention and errors.

Insider or employee cyber and security threats are increasingly a concern for all large companies, including ours. CGI is continuously working to install new, and upgrade its existing, information technology systems and provide member awareness training around phishing, malware, and other cyber risks to ensure that the Company is protected, to the greatest extent possible, against cyber risks and security breaches. While CGI selects third-party vendors carefully, it does not control their actions. Any problems caused by these third parties, including those resulting from breakdowns or other disruptions in communication services provided by a vendor, failure of a vendor to handle current or higher volumes, cyber-attacks and security breaches at a vendor could adversely affect our ability to deliver solutions and services to our customers and otherwise conduct business.

The Company and certain of its clients, contractors, business partners, vendors and other third parties use open-source services, which can entail risk to end-user security. These open source projects are often created and maintained by volunteers, who do not always have adequate resources and personnel for incident response and proactive maintenance even as their projects are critical to the internet economy. Vulnerabilities discovered in these open source services can be exploited by attackers, which could compromise our system infrastructure and/or lead to a loss or breach of personal and/or proprietary information, financial loss, and other irreversible harm.

While our liability insurance policy covers cyber risks, there is no assurance that such insurance coverage will be sufficient in type or amount to cover the costs, damages, liabilities or losses that can result from security breaches, cyber-attacks and other related breaches. As the cyber threat landscape evolves, and CGI and our clients increase our digital footprint, we may find it necessary to make additional significant investments to protect data and infrastructure. Occurrence of any of the aforementioned security threats could expose the Company, our clients or other third parties to potential liability, litigation, and regulatory action, in addition to loss of client confidence, loss of existing or potential clients, loss of sensitive government contracts, damage to brand and reputation, and other financial loss.

Damage to our reputation may harm our ability to obtain new clients and retain our existing clients.

CGI’s reputation as a capable and trustworthy service provider and long-term business partner is key to our ability to compete effectively in the market for IT services. The nature of our operations exposes us to the potential loss, unauthorized access to, or destruction of our clients’ information, as well as temporary service interruptions. Depending on the nature of the information or services, such events may have a negative impact on how the Company is perceived in the marketplace. Under such circumstances, our ability to obtain new clients and retain existing clients could suffer with a resulting impact on our revenue and net earnings.

We may be unable to integrate new operations, which could impact our ability to achieve our growth and profitability objectives.

The successful integration of new operations arising from our acquisition strategy or from large managed IT and business process services contracts requires that a substantial amount of management time and attention be focused on integration tasks. Management time that is devoted to integration activities may detract from management’s normal operations focus with resulting pressure on the revenues and earnings from our existing operations. In addition, we may face complex and potentially time-consuming challenges in implementing uniform standards, controls, procedures and policies across new operations when harmonizing their activities with those of our existing business units. Integration activities can result in unanticipated operational problems, expenses and liabilities. If we are not successful in executing our integration strategies in a timely and cost-effective manner, we will have difficulty achieving our growth and profitability objectives.

Our revenue and profitability may decline and the accuracy of our financial reporting may be impaired if we fail to design, implement, monitor and maintain effective internal controls.

Due to the inherent limitations of internal controls including the circumvention or overriding of controls, or fraud, there can only be reasonable assurance that the Company’s internal controls will detect and prevent a misstatement. If the Company is unable to design, implement, monitor and maintain effective internal controls throughout its different business environments, the efficiency of our operations might suffer, resulting in a decline in revenue and profitability, and the accuracy of our financial reporting could be impaired.

Future funding requirements may affect our business and growth opportunities and we may not have access to favorable financing opportunities in the future.

The Company’s future growth is contingent on the execution of its business strategy, which, in turn, is dependent on its ability to grow the business organically as well as through business acquisitions. In the event we would need to raise additional funds through equity or debt financing to fund any currently unidentified or unplanned future acquisitions and other growth opportunities, there can be no assurance that such financing will be available in amounts and on terms acceptable to us. Factors such as capital market disruptions, inflation, recession, political, economic and financial market instability, government policies, central bank monetary policies, and changes to bank regulations, could reduce the availability of capital or increase the cost of such capital. Our ability to raise the required funding depends on prevailing market conditions, the capacity of the capital markets to meet our equity and/or debt financing needs in a timely fashion and on the basis of interest rates and/or share prices that are reasonable in the context of our commercial objectives. Increasing interest rates, volatility in our share price, rising inflation, and the capacity of our current lenders to meet our additional liquidity requirements are all factors that may have a material adverse effect on any acquisitions or growth activities that we may, in the future, identify or plan. If we are unable to obtain the necessary funding, we may be unable to achieve our growth objectives.

The inability to service our debt and other financial obligations, or our inability to fulfill our financial covenants, could have a material adverse effect on our business, financial condition and results of operations.

The Company has a substantial amount of debt and significant interest payment requirements. A portion of cash flows from operations goes to the payment of interest on the Company’s indebtedness. The Company’s ability to service its debt and other financial obligations is affected by prevailing economic conditions in the markets that we serve and financial, business and other factors, many of which are beyond our control. We may be unable to generate sufficient cash flow from operations and future borrowings or other financing may be unavailable in an amount sufficient to enable us to fund our future financial obligations or our other liquidity needs. In addition, we are party to a number of financing agreements, including our credit facilities, and the indentures governing our senior unsecured notes, which agreements, indentures and instruments contain financial and other covenants, including covenants that require us to maintain financial ratios and/or other financial or other covenants. If we were to breach the covenants contained in our financing agreements, we may be required to redeem, repay, repurchase or refinance our existing debt obligations prior to their scheduled maturity and our ability to do so may be restricted or limited by the prevailing conditions in the capital markets, available liquidity and other factors. Our inability to service our debt and other financial obligations, or our inability to fulfill our financial or other covenants in our financing agreements, could have an adverse effect on our business, financial condition and results of operations.

We may be adversely affected by interest rate fluctuations.

Although a significant portion of the Company’s indebtedness bears interest at fixed rates, the Company remains exposed to interest rate risk under certain of its credit facilities. If interest rates increase, debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and net income and cash flows would decrease, which could materially adversely affect the Company’s financial condition and operating results.

Changes in the Company’s creditworthiness or credit ratings could affect the cost at which the Company can access capital or credit markets.

The Company and each of the U.S. dollar denominated and Canadian dollar denominated senior unsecured notes received credit ratings. Credit ratings are generally evaluated and determined by independent third parties and may be impacted by events outside of the Company’s control, as well as other material decisions made by the Company. Credit rating agencies perform independent analysis when assigning credit ratings and such analysis includes a number of criteria. Such criteria are reviewed on an on-going basis and are therefore subject to change. Any rating assigned to the Company or to our debt securities may be revised or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Real or anticipated changes in the perceived creditworthiness of the Company and/or in the credit rating of its debt obligations could affect the market value of such debt obligations and the ability of the Company to access capital or credit markets, and/or the cost at which it can do so.

We may be adversely affected by currency fluctuations.

The majority of our revenue and costs are denominated in currencies other than the Canadian dollar. Foreign exchange fluctuations impact the results of our operations as they are reported in Canadian dollars. This risk is partially mitigated by a natural hedge in matching our costs with revenue denominated in the same currency and through the use of derivatives in our global hedging strategy. However, as we continue our global expansion, natural hedges may begin to diminish and the use of hedging contracts exposes us to the risk that financial institutions could fail to perform their obligations under our hedging instruments. Furthermore, there can be no assurance that our hedging strategy and arrangements will offset the impact of fluctuations in currency exchange rates, which could materially adversely affect our business revenues, results of operations, financial condition or prospects. Other than the use of financial products to deliver on our hedging strategy, we do not trade derivative financial instruments.

Our functional and reporting currency is the Canadian dollar. As such, our U.S., U.K., Australian, European and Asian investments, operations and assets are exposed to net change in currency exchange rates. Volatility in exchange rates could have an adverse effect on our business, financial condition and results of operations.

Risks Related to the New Notes

Our indebtedness limits our flexibility and imposes restrictions on us, and a downturn in economic or industry conditions may materially affect our ability to meet our future financial commitments and liquidity needs.

As of March 31, 2022, we had debt, as determined consistent with IFRS and reflected on our consolidated balance sheet, of approximately $3,041.9 million, and we had approximately $1,495.9 million of unused commitments under our committed bank credit facilities. Our ability to satisfy our debt obligations, including the New Notes, and our ability to refinance our indebtedness, will depend upon our future operating performance, which will be affected by prevailing economic conditions in the markets that we serve and financial, business and other factors, many of which are beyond our control. We may be unable to generate sufficient cash flow from operations and future borrowings or other financing may be unavailable in an amount sufficient to enable us to fund our future financial obligations or our other liquidity needs, including our obligations to repay our indebtedness, a significant amount of which will become due and payable prior to the maturity of the New Notes.

The amount and terms of our debt could have material consequences to our business, including, but not limited to:

•

making it more difficult for us to satisfy our debt covenants and debt service, lease payment and other obligations;

•

increasing our vulnerability to general adverse economic and industry conditions;

•

requiring us to dedicate a substantial portion of our cash flow from operations and proceeds of any equity issuances to payments on our indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;

•

limiting our ability to obtain additional financing to fund future acquisitions, working capital, capital expenditures or other general operating requirements;

•

limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and

•

placing us at a competitive disadvantage when compared to competitors with relatively less amounts of debt.

Despite our current level of indebtedness, we may need to incur additional indebtedness in the future. The terms of our credit facilities, indentures and other agreements governing our indebtedness allow us to incur additional debt subject to certain limitations. If new debt is added to current debt levels, the risks described above could intensify. Furthermore, if future debt financing is not available to us when required or is not available on acceptable terms, we may be unable to grow our business, take advantage of business opportunities, respond to competitive pressure or refinance maturing debt, any of which could have a material adverse effect on our operating results and financial condition.

We may be unable to repay the New Notes when due or repurchase the New Notes when we are required to do so.

At final maturity of the New Notes of a series or in the event of acceleration of the New Notes of a series following an event of default, the entire outstanding principal amount of the New Notes of such series will become due and payable. If we were unable to make the required payments or repurchases of the New Notes, it would constitute an event of default under the New Notes offered hereby and, as a result, under our credit facilities and other outstanding indebtedness. It is possible that we will not have sufficient funds at maturity or upon acceleration to make the required payments or repurchases of notes and other debt securities.

Some of our financing agreements contain financial and other covenants that, if breached by us, may require us to redeem, repay, repurchase or refinance our existing debt obligations prior to their scheduled maturity. Our ability to refinance such obligations may be restricted due to prevailing conditions in the capital markets, available liquidity and other factors.

We are party to a number of financing agreements, including our credit facilities and the indenture governing the New Notes offered hereby, which agreements, indenture and instruments contain financial and other covenants. If we were to breach the covenants contained in our financing agreements, we may be required to redeem, repay, repurchase or refinance our existing debt obligations prior to their scheduled maturity and our ability to do so may be restricted or limited by the prevailing conditions in the capital markets, available liquidity and other factors. If we are unable to refinance any of our debt obligations in such circumstances, our ability to make capital expenditures and our financial condition and cash flows could be adversely impacted. In addition, from time to time, new accounting rules, pronouncements and interpretations are enacted or promulgated which may require us, depending on the nature of such new accounting rules, pronouncements and interpretations, to reclassify or restate certain elements of our financing agreements and other debt instruments, which may in turn cause us to be in breach of the financial covenants contained in our financing agreements and other debt instruments.

We may not be able to finance a change of control offer required by our credit agreements and the indenture governing the New Notes offered hereby, because we may not have sufficient funds at the time of the change of control.

If we were to experience a change of control (as defined under the indenture governing the New Notes offered hereby, and under our credit facilities), we may be required to make an offer to purchase all of the New Notes or other debt securities then outstanding at a specified premium to the principal amount (often 101%) plus accrued and unpaid interest, if any, to the date of purchase, or to repay indebtedness under the relevant credit facilities. However, we may not have sufficient funds at the time of the change of control to make the required repurchase of the New Notes or other debt securities, or to make the required repayment of indebtedness. Our failure to offer to repurchase Notes or other debt securities following a change of control would result in a default under the indenture, which could lead to a cross-default under our credit facilities and under the terms of our other indebtedness.

The issuer’s holding company structure may impact the ability of the holders of New Notes to receive payment on the New Notes.

We are a holding company with no material assets other than our equity interests in our subsidiaries and our equity interests in our subsidiaries represent a significant portion of our assets. As a result, our ability to repay our indebtedness, including the New Notes, is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Our subsidiaries do not have any obligation to pay amounts due on the New Notes or to make funds available for that purpose. In addition, our subsidiaries may not be able to, or be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the New Notes. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions, as well as the financial condition and operating requirements of our subsidiaries, may limit our ability to obtain cash from our subsidiaries. Our right to participate in any distribution of our subsidiaries’ assets upon their liquidation, reorganization or insolvency would generally be subject to the prior claims of the subsidiaries’ creditors, including any trade creditors and preferred shareholders.

A financial failure by any entity in which we have an interest may hinder the payment of the New Notes.

A financial failure by any entity in which we have an interest could affect payment of the New Notes if a bankruptcy court were to “substantively consolidate” that entity with our subsidiaries and/or with us. If a bankruptcy court substantively consolidated an entity in which we have an interest with our subsidiaries and/or with us, the assets of each entity so consolidated would be subject to the claims of creditors of all entities so consolidated. This could expose our creditors, including holders of the New Notes, to potential dilution of the amount ultimately recoverable because of the larger creditor base.

The New Notes will be effectively subordinated to any of our secured indebtedness to the extent of the value of the collateral securing that indebtedness.

The New Notes will not be secured by any of our assets. As a result, the New Notes will be effectively subordinated to any of our future secured obligations to the extent of the value of the collateral securing such obligations. We may incur secured debt in the future. As of March 31, 2022, we had no secured debt. The effect of this effective subordination is that upon a default in payment on, or the acceleration of, any of our secured indebtedness, or in the event of bankruptcy, insolvency, liquidation, dissolution, reorganization or other insolvency proceeding in involving us, the proceeds from the sale of collateral securing our secured indebtedness will be available to pay obligations on the New Notes only after all secured debt has been paid in full. As a result, the holders of the New Notes may receive less, ratably, than the holders of secured debt in the event of a bankruptcy, insolvency, liquidation, dissolution, reorganization or other insolvency proceeding involving us.

The New Notes will be structurally subordinated to the indebtedness of our subsidiaries.

You will not have any claim as a creditor against our subsidiaries. As a result, all indebtedness and other liabilities, including trade payables, of our subsidiaries, whether secured or unsecured, must be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to us in order for us to meet our obligations with respect to the New Notes. As of March 31, 2022, our subsidiaries had debt, as determined in accordance with IFRS, including guarantees by certain of our subsidiaries of indebtedness under our credit facilities and our outstanding senior U.S. unsecured notes, of approximately $1,211.0 million and accounts payable and accrued liabilities of approximately $917.0 million.

Federal and state fraudulent transfer laws permit a court to void the New Notes, and, if that occurs, you may not receive any payments on the New Notes.

The issuance of the New Notes may be subject to review under federal and state fraudulent transfer and conveyance statutes. While the relevant laws may vary from state to state, under such laws the payment of consideration will be a fraudulent conveyance if (1) we paid the consideration with the intent of hindering, delaying or defrauding creditors or (2) we received less than reasonably equivalent value or fair consideration in return for issuing the New Notes, and, in the case of (2) only, one of the following is also true:

•

we were insolvent or rendered insolvent by reason of the incurrence of the indebtedness;

•

payment of the consideration left us with an unreasonably small amount of capital to carry on the business; or

•

we intended to, or believed that we would, incur debts beyond our ability to pay as they mature.

If a court were to find that the issuance of the New Notes was a fraudulent conveyance, the court could void the payment obligations under the New Notes or further subordinate the New Notes to presently existing and future indebtedness of ours, or require the holders of the New Notes to repay any amounts received with respect to the New Notes. In the event of a finding that a fraudulent conveyance occurred, you may not receive any repayment on the New Notes. Further, the voidance of the New Notes could result in an event of default with respect to our and our subsidiaries’ other debt that could result in acceleration of that debt.

Generally, an entity would be considered insolvent if, at the time it incurred indebtedness:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets; or

•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts and liabilities, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its debts as they become due.

We cannot be certain as to the standards a court would use to determine whether or not we were solvent at the relevant time, or regardless of the standard that a court uses, that the issuance of the New Notes would not be further subordinated to our other debt.

Canadian federal bankruptcy laws and comparable provisions of provincial fraudulent conveyance and preferential legislation include similar provisions, which are further discussed in the section titled “The New Notes may be challenged under applicable insolvency, or other laws, which could impair the enforceability of the New Notes”.

In the event that we become insolvent, insolvency proceedings will be governed by Canadian law and the laws of other jurisdictions.

We are incorporated in Quebec and subject to the laws of Quebec and Canada. Canadian corporate insolvency laws, which are principally contained in the Companies’ Creditors Arrangement Act (the “CCAA”) and the Bankruptcy and Insolvency Act (the “BIA”), are different from the corporate insolvency or bankruptcy laws of the United States. In particular, proceedings under the CCAA, which provides for the potential re-organization of an insolvent company, differ from proceedings under Chapter 11 under the U.S. Bankruptcy Code in some respects. If we become insolvent, the treatment and ranking of the holders of the New Notes, other creditors and shareholders under Canadian law may be different than the treatment and ranking under the bankruptcy laws of the United States.

The New Notes may be challenged under applicable insolvency, or other laws, which could impair the enforceability of the New Notes.

Under corporate insolvency laws in Canada, a note could be voided. Our liability under the New Notes could be reduced to zero, if successfully challenged by a trustee in bankruptcy (a “Bankruptcy Trustee”) under the provisions of the BIA, a court-appointed monitor (a “Monitor”) under the provisions of the CCAA or in some circumstances by an affected creditor. In addition, various other orders could be made by a court in relation to the New Notes, such as a stay of proceedings preventing payments being made under the New Notes, and orders requiring the repayment of monies paid or providing for the discharge of debts.

Under Canadian law, if a Bankruptcy Trustee or Monitor is appointed with respect to any Canadian company, the Bankruptcy Trustee or Monitor would have the power to investigate the validity of past transactions such as the issuance of the New Notes, and may seek various court orders, including orders to have declared void certain transactions entered into prior to the commencement of the insolvency proceeding of such company and for the repayment of money. These transactions include transactions which:

•

are at below the fair market value for the assets transferred;

•

result in property being transferred for no or inadequate consideration;

•

unfairly disregard the interests of creditors;

•

result in fraudulent preference being given to a creditor; or

•

otherwise defeat, hinder, delay or defraud creditors.

There are varying periods before the commencement or deemed commencement of a company’s insolvency proceeding during which, if the company enters into a transaction of a type that is voidable, the transaction may be set aside as a result of a Bankruptcy Trustee or Monitor seeking a court order. For example, a preference transaction entered into when the company is insolvent or which results in the company becoming insolvent, may be declared void if the company entered into it within the three-month period preceding the commencement of the company’s insolvency proceeding or, if the transaction was with a related entity, within a twelve-month period. Similarly, a conveyance of property for conspicuously less than fair market value could be voided if made to an unrelated entity within one year, or if made to a related entity within five years.

The test for whether a company is an “insolvent person” under the BIA and CCAA in this context is whether the relevant company is able to pay its obligations generally when they become due or whether the assets of the company, on fair valuation, are insufficient, or if disposed of at a fairly conducted sale under legal process would not be sufficient, to pay all of the obligations of the company due and accruing due.

Under Canadian law, a note given by a company may be set aside or subordinated on a number of grounds in addition to the voidable transactions described above, including pursuant to principles of equitable subordination.

In addition, under the laws of Canada, our other debts and liabilities, such as certain employee entitlements, pension liabilities or other amounts owed to taxing authorities and other government claimants, may rank ahead of claims under the New Notes in the event of insolvency or similar proceedings.

The issuance of the New Notes may be subject to review under Canadian provincial assignment and preference and fraudulent conveyance statutes. While the relevant laws may vary from province to province, under such laws, the making of a transfer or payment may be a fraudulent conveyance or a voidable assignment or preference under provincial law if: (i) the payment or transfer of property was made with the intent of defeating, hindering, delaying or defrauding creditors; and (ii) we were insolvent or rendered insolvent by reason of the incurrence of the indebtedness, or if we knew that we were on the eve of insolvency.

If a court were to find that the issuance of the New Notes was a fraudulent conveyance or a voidable preference under provincial law, the court could void the payment obligations under the New Notes or require the holders of the New Notes to repay any amounts received with respect to the New Notes. In the event of the court making a declaration that a fraudulent conveyance or voidable preference had occurred under provincial law, holders may not receive any repayment on the New Notes. Further, the declaration that the New Notes are void could result in an event of default with respect to our and our subsidiaries’ other debt that could result in acceleration of that debt.

In addition, there can be no assurance as to how the insolvency laws of the various jurisdictions in which we operate will be applied in relation to one another.

There is no public market for the New Notes, and we cannot assure you that a market for the New Notes will develop.

We do not intend to apply for the listing of the New Notes on any securities exchange or automated interdealer quotation system.

The New Notes will be a new class of securities for which there is no established public trading market, and no assurance can be given as to:

•

the liquidity of any such market that may develop;

•

the ability of holders of the New Notes to sell their notes; or

•

the price at which the holders of the New Notes would be able to sell their notes.

If such a market were to exist, the New Notes could trade at prices that may be higher or lower than their principal amount or purchase price, depending on many factors, including:

•

time remaining to the maturity of the New Notes;

•

outstanding amount of the New Notes;

•

prevailing interest rates and the markets for similar securities;

•

the then-current ratings assigned to the New Notes;

•

the interest of securities dealers in making a market;

•

the market price of our subordinate voting shares;

•

general economic conditions; and

•

our financial condition, historic financial performance and future prospects.

A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital.

Any rating assigned to our debt securities could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the New Notes. Credit ratings are not recommendations to purchase, hold or sell the New Notes. Additionally, credit ratings may not reflect the potential effect of risks relating to the structure or marketing of the New Notes or other factors discussed in this prospectus on the value of the New Notes.

Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing. If any credit rating initially assigned to the New Notes is subsequently lowered or withdrawn for any reason, you may not be able to resell your notes without a discount.

Risks Related to the Exchange Offer

If you fail to exchange your Initial Notes, they will continue to be subject to transfer restrictions and may become less liquid.

Initial Notes that you do not tender or we do not accept will, following the exchange offer, continue to be subject to transfer restrictions, and you may not offer or sell them except pursuant to an exemption from, or in a transaction not subject to, the U.S. Securities Act and applicable state securities law. We will issue New Notes in exchange for the Initial Notes pursuant to the exchange offer only following the satisfaction of the procedures and conditions set forth in “Exchange Offer—Terms of the Exchange Offer—Conditions” and “Exchange Offer—Terms of the Exchange Offer—Procedures for Tendering.” These procedures and conditions include timely receipt by the exchange agent of such Initial Notes (or a confirmation of book-entry transfer) and of a properly completed and duly executed letter of transmittal (or an agent’s message from DTC (as defined herein)).

Because we anticipate that most holders of Initial Notes will elect to exchange their Initial Notes, we expect that the liquidity of the market for any Initial Notes remaining after the completion of the exchange offer will be substantially limited. Any Initial Notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the Initial Notes outstanding. Following the exchange offer, if you do not tender your Initial Notes you generally will not have any further registration rights, and your Initial Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Initial Notes could be adversely affected.

Some persons who participate in the exchange offer must deliver a prospectus in connection with resales of the New Notes.

Based on interpretations of the staff of the SEC contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1993), we believe that you may offer for resale, resell or otherwise transfer the New Notes without compliance with the registration and prospectus delivery requirements of the U.S. Securities Act. However, in some instances described in this prospectus under “Plan of Distribution”, you will remain obligated to comply with the registration and prospectus delivery requirements of the U.S. Securities Act to transfer your New Notes. In these cases, if you transfer any New Notes without delivering a prospectus meeting the requirements of the U.S. Securities Act or without an exemption from registration of your New Notes under the U.S. Securities Act, you may incur liability under the U.S. Securities Act. We do not and will not assume, or indemnify you against, this liability.

OUR COMPANY

Corporate Information

Our Class A subordinate voting shares are listed on the Toronto Stock Exchange under the ticker symbol GIB.A and on the New York Stock Exchange under the ticker symbol GIB.

EXCHANGE OFFER

Terms of the Exchange Offer

General

In connection with the issuance of the Initial Notes, we entered into a registration rights agreement, dated as of September 14, 2021, with the initial purchasers of the Initial Notes, providing for the issuance of New Notes in exchange for an equivalent aggregate principal amount of Initial Notes. The terms of the New Notes are substantially identical to the terms of the Initial Notes except that the New Notes will be registered under the U.S. Securities Act, and therefore will not contain restrictions on transfer, will not contain certain provisions relating to additional interest, will bear different CUSIP numbers from the Initial Notes and will not entitle their holders to registration rights. You should read the description of the New Notes in the section in this prospectus entitled “Description of the New Notes.” We also refer you to the registration rights agreement, which has been filed as an exhibit to the registration statement of which this prospectus forms a part.

Under the registration rights agreement, we agreed to file with the SEC a registration statement covering an exchange offer for the Initial Notes and to use reasonable best efforts to have such registration statement declared effective by the SEC on or prior to 360 days after the closing of the offering of the Initial Notes and to consummate the exchange offer within 30 business days after that 360-day period. We will keep the exchange offer open for at least 30 days (or longer if required by law) after the date notice of the exchange offer is sent to holders of the Initial Notes. In accordance with the registration rights agreement, this prospectus does not qualify the distribution of the New Notes under the securities laws of any province or territory of Canada.

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, all Initial Notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date will be accepted for exchange. New Notes will be issued in exchange for an equivalent aggregate principal amount of outstanding Initial Notes accepted in the exchange offer. This prospectus, together with the letter of transmittal, is being sent to all holders as of the date of this prospectus. The exchange offer is not conditioned upon any minimum principal amount of Initial Notes being tendered for exchange. However, the obligation to accept Initial Notes for exchange pursuant to the exchange offer is subject to certain customary conditions as set forth herein under “—Conditions.”

Initial Notes shall be deemed to have been accepted as validly tendered when, as and if we have given written notice thereof to Computershare Trust Company, N.A., the exchange agent. The exchange agent will act as agent for the tendering holders of Initial Notes for the purposes of receiving the New Notes and delivering New Notes to such holders.

Based on interpretations by the staff of the SEC as set forth in no-action letters issued to third parties (including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), K-III Communications Corporation (available May 14, 1993) and Shearman & Sterling (available July 2, 1993)), we believe that the New Notes issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by any holder thereof (other than any such holder that is a broker-dealer or an “affiliate” of CGI within the meaning of Rule 405 under the U.S. Securities Act) without compliance with the registration and prospectus delivery provisions of the U.S. Securities Act, provided that:

•

such New Notes are acquired in the ordinary course of business;

•

at the time of the commencement of the exchange offer such holder has no arrangement or understanding with any person to participate in a distribution of such New Notes; and

•

such holder is not engaged in, and does not intend to engage in, a distribution of such New Notes.

We have not sought, and do not intend to seek, a no-action letter from the SEC with respect to the effects of the exchange offer, and we cannot assure you that the staff would make a similar determination with respect to the New Notes as it has in such no-action letters.

By tendering Initial Notes in exchange for New Notes and executing the letter of transmittal, each holder will represent to us that:

•

any New Notes to be received by it will be acquired in the ordinary course of business;

•

it has no arrangements or understandings with any person to participate in the distribution of the Initial Notes or New Notes within the meaning of the U.S. Securities Act; and

•

it is not an “affiliate”, as defined in Rule 405 under the U.S. Securities Act, of CGI.

If such holder is a broker-dealer, it will also be required to represent that the Initial Notes were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of New Notes. See “Plan of Distribution.” Each holder, whether or not it is a broker-dealer, shall also represent that it is not acting on behalf of any person that could not truthfully make any of the foregoing representations contained in this paragraph. If a holder of Initial Notes is unable to make the foregoing representations, such holder may not rely on the applicable interpretations of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the U.S. Securities Act in connection with any secondary resale transaction unless such sale is made pursuant to an exemption from such requirements.

Each broker-dealer that receives New Notes for its own account in exchange for Initial Notes where such Initial Notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the U.S. Securities Act and that it has not entered into any arrangement or understanding with us or an affiliate of ours to distribute the New Notes in connection with any resale of such New Notes. See “Plan of Distribution.”

Upon consummation of the exchange offer, any Initial Notes not tendered will remain outstanding and continue to accrue interest but, subject to certain limited exceptions, holders of Initial Notes who do not exchange their Initial Notes for New Notes in the exchange offer will no longer be entitled to registration rights or certain payments of additional interest. In addition, such holders will not be able to offer or sell their Initial Notes, unless such Initial Notes are subsequently registered under the U.S. Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the U.S. Securities Act and applicable state securities laws. Subject to limited exceptions, we will have no obligation to effect a subsequent registration of the Initial Notes.

Expiration Date; Extensions; Amendments; Termination

The expiration date shall be , 2022 unless we, in our sole discretion, extend the exchange offer, in which case the expiration date shall be the latest date to which the exchange offer is extended. The expiration date of this exchange offer will be at least 30 days after the commencement of the exchange offer in accordance with Rule 14e-1(a) under the Exchange Act.

To extend the expiration date, we will notify the exchange agent of any extension by written notice and will notify the holders of Initial Notes by means of a press release or other public announcement prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Such announcement will state that we are extending the exchange offer for a specified period of time.

We expressly reserve the right:

•

to delay acceptance of any Initial Notes, to extend the exchange offer or to terminate the exchange offer and not permit acceptance of Initial Notes not previously accepted if any of the conditions set forth under “—Conditions” shall have occurred and shall not have been waived prior to the expiration date, by giving written notice of such delay, extension or termination to the exchange agent; or

•

to amend the terms of the exchange offer in any manner deemed by us to be advantageous to the holders of the Initial Notes.

Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by written notice to the exchange agent. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform the holders of the Initial Notes of such amendment and we will extend the exchange offer for a period of five to ten business days. Without limiting the manner in which we may choose to make public the announcement of any delay, extension, amendment or termination of the exchange offer, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement, other than by making a timely release to an appropriate news agency.

Interest on the New Notes

The New 2026 Notes will accrue interest at the rate of 1.450% per annum. The New 2026 Notes will accrue interest from and including September 14, 2021, the closing of the offering of the Initial 2026 Notes. Interest on the New 2026 Notes is payable on March 14 and September 14, beginning on March 14, 2022. No additional interest will be paid on Initial Notes tendered and accepted for exchange.

The New 2031 Notes will accrue interest at the rate of 2.300% per annum. The New 2031 Notes will accrue interest from and including September 14, 2021, the closing of the offering of the Initial 2031 Notes. Interest on the New 2031 Notes is payable on March 14 and September 14, beginning on March 14, 2022. No additional interest will be paid on Initial Notes tendered and accepted for exchange.

Absence of Dissenter’s Rights of Appraisal

Holders of the Initial Notes do not have any dissenter’s rights of appraisal in connection with the exchange offer.

Procedures for Tendering

To tender your Initial Notes in this exchange offer, you must use one of the three alternative procedures described below:

(1)

Regular delivery procedure: Complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal. Have the signatures on the letter of transmittal guaranteed if required by the letter of transmittal. Mail or otherwise deliver the letter of transmittal or the facsimile together with the certificates representing the Initial Notes being tendered and any other required documents to the exchange agent on or before 5:00 p.m., New York City time, on the expiration date.

(2)

Book-entry delivery procedure: Send a timely confirmation of a book-entry transfer of your Initial Notes, if this procedure is available, into the exchange agent’s account at The Depository Trust Company in accordance with the procedures for book-entry transfer described under “—Book-Entry Transfer” below, on or before 5:00 p.m., New York City time, on the expiration date.

(3)

Guaranteed delivery procedure: If time will not permit you to complete your tender by using the procedures described in (1) or (2) above before the expiration date and this procedure is available, comply with the guaranteed delivery procedures described under “—Guaranteed Delivery Procedures” below.

The method of delivery of Initial Notes, letter of transmittal and all other required documents is at the election and risk of the holders. If such delivery is by mail, it is recommended that registered mail, properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery. No Initial Notes, letters of transmittal or other required documents should be sent to us. Delivery of all Initial Notes, if applicable, letters of transmittal and other documents must be made to the exchange agent at its address set forth in the letter of transmittal. Holders may also request their respective brokers, dealers, commercial banks, trust companies or nominees to effect such tender for such holders.

The tender by a holder of Initial Notes will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth herein and in the applicable letter of transmittal. Any beneficial owner whose Initial Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on its behalf.

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by any member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor” institution within the meaning of Rule 17Ad-15 under the Exchange Act or an eligible institution unless the Initial Notes tendered pursuant thereto are tendered (1) by a registered holder of Initial Notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal or (2) for the account of an eligible institution.

If a letter of transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with such letter of transmittal.

All questions as to the validity, form, eligibility, time of receipt and withdrawal of the tendered Initial Notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all Initial Notes not properly tendered or any Initial Notes which, if accepted, would, in the opinion of counsel for us, be unlawful. We also reserve the absolute right to waive any irregularities or conditions of tender as to particular Initial Notes. We will not waive any condition of the exchange offer with respect to an individual holder unless we waive that condition for all holders. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Initial Notes must be cured within such time as we shall determine. Neither we, the exchange agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Initial Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Initial Notes will not be deemed to have been made until such irregularities have been cured or waived. Any Initial Note received by the exchange agent that is not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost to such holder by the exchange agent, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

In addition, we reserve the right, in our sole discretion, subject to the provisions of the indenture pursuant to which the Initial Notes were issued:

•

to purchase or make offers for any Initial Notes that remain outstanding subsequent to the expiration date or, as described under “—Conditions”, to terminate the exchange offer,

•

to redeem Initial Notes as a whole, or in part, at any time and from time to time, as described under “Description of the New Notes—Optional Redemption”, and

•

to the extent permitted under applicable law, to purchase Initial Notes in the open market, in privately negotiated transactions or otherwise.

The terms of any such purchases or offers could differ from the terms of the exchange offer.

Each broker-dealer that receives New Notes for its own account in exchange for Initial Notes where such Initial Notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the U.S. Securities Act and that it has not entered into any arrangement or understanding with us, or an affiliate of ours, to distribute the New Notes in connection with any resale of such New Notes. See “Plan of Distribution.”

Acceptance of Initial Notes for Exchange; Delivery of New Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer, all Initial Notes properly tendered will be accepted promptly after the expiration date and the New Notes will be issued promptly after acceptance of the Initial Notes. See “—Conditions.” For purposes of the exchange offer, Initial Notes shall be deemed to have been accepted as validly tendered for exchange when, as and if we have given written notice thereof to the exchange agent.

For each Initial Note accepted for exchange, the holder of such Initial Note will receive a New Note having a principal amount equal to that of the surrendered Initial Note.

In all cases, issuance of New Notes for Initial Notes that are accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of:

•

a timely book-entry confirmation of such Initial Notes into the exchange agent’s account at the applicable book-entry transfer facility,

•

a properly completed and duly executed letter of transmittal (or an agent’s message from a participant tendering Initial Notes that such participant has received and agrees to be bound by the terms of the letter of transmittal), and

•

any other required documents.

If any tendered Initial Notes are not accepted for any reason described in the terms and conditions of the exchange offer, such unaccepted or such non-exchanged Initial Notes will be returned promptly without expense to the tendering holder thereof (if in certificated form), or credited to an account maintained with such book-entry transfer facility after the expiration or termination of the exchange offer.

Book-Entry Transfer

The exchange agent has established an account with respect to the Initial Notes at the book-entry transfer facility for purposes of the exchange offer. Any financial institution that is a participant in the book-entry transfer facility’s systems may make book-entry delivery of Initial Notes by causing the book-entry transfer facility to transfer such Initial Notes into the exchange agent’s account at the book-entry transfer facility in accordance with such book-entry transfer facility’s procedures for transfer. However, although delivery of Initial Notes may be effected through book-entry transfer at the book-entry transfer facility, the letter of transmittal or facsimile thereof with any required signature guarantees and any other required documents must, in any case, be transmitted to and received by the exchange agent at the address set forth in the letter of transmittal on or prior to the expiration date or the guaranteed delivery procedures described below must be complied with (or an agent’s message from a participant tendering Initial Notes that such participant has received and agrees to be bound by the terms of the letter of transmittal).

Exchanging Book-Entry Notes

The exchange agent and the book-entry transfer facility have confirmed that any financial institution that is a participant in the book-entry transfer facility may utilize the book-entry transfer facility’s Automated Tender Offer Program (“ATOP”) procedures to tender Initial Notes.

Any participant in the book-entry transfer facility may make book-entry delivery of Initial Notes by causing the book-entry transfer facility to transfer such Initial Notes into the exchange agent’s account in accordance with the book-entry transfer facility’s ATOP procedures for transfer. However, the exchange for the Initial Notes so tendered will only be made after a book-entry confirmation of the book-entry transfer of Initial Notes into the exchange agent’s account and timely receipt by the exchange agent of an agent’s message and any other documents required by the letter of transmittal. The term “agent’s message” means a message, transmitted by the book-entry transfer facility and received by the exchange agent and forming part of a book-entry confirmation, which states that the book-entry transfer facility has received an express acknowledgment from a participant tendering Initial Notes that are the subject of such book-entry confirmation, that such participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce such agreement against such participant.

Guaranteed Delivery Procedures

If the procedures for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

•

the tender is made through an eligible institution;

•

prior to the expiration date, the exchange agent receives by facsimile transmission, mail or hand delivery from such eligible institution a properly completed and duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us, which:

(1)

sets forth the name and address of the holder of Initial Notes and identifies the Initial Notes tendered, including the principal amount of such Initial Notes;

(2)

states that the tender is being made thereby; and

(3)

guarantees that within two New York Stock Exchange (“NYSE”) trading days after the date of execution of the notice of guaranteed delivery, or a book-entry confirmation, as the case may be, and any other documents required by the letter transmittal will be deposited by the eligible institution with the exchange agent; and

•

a book-entry confirmation and all other documents required by the letter of transmittal are received by the exchange agent within two NYSE trading days after the date of execution of the notice of guaranteed delivery.

Withdrawal of Tenders

Tenders of Initial Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date at the address set forth in the letter of transmittal. Any such notice of withdrawal must:

•

specify the name of the person having tendered the Initial Notes to be withdrawn;

•

identify the Initial Notes to be withdrawn, including the principal amount of such Initial Notes;

•

in the case of Initial Notes tendered by book-entry transfer, specify the number of the account at the book-entry transfer facility from which the Initial Notes were tendered and specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Initial Notes and otherwise comply with the procedures of such facility;

•

contain a statement that such holder is withdrawing its election to have such Initial Notes exchanged;

•

be signed by the holder in the same manner as the original signature on the letter of transmittal by which such Initial Notes were tendered including any required signature guarantees, or be accompanied by documents of transfer to have the trustees with respect to the Initial Notes in the name of the person withdrawing the tender; and

•

specify the name in which such Initial Notes are registered, if different from the person who tendered such Initial Notes.

All questions as to the validity, form, eligibility and time of receipt of such notice will be determined by us, which determination shall be final and binding on all parties. Any Initial Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any Initial Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the tendering holder thereof without cost to such holder, in the case of physically tendered Initial Notes, or credited to an account maintained with the book-entry transfer facility for the Initial Notes promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn Initial Notes may be re-tendered by following one of the procedures described under “—Procedures for Tendering” and “—Book-Entry Transfer” above at any time prior to 5:00 p.m., New York City time, on the expiration date.

Conditions

We will complete this exchange offer only if:

there is no change in the laws and regulations which would reasonably be expected to impair our ability to proceed with this exchange offer,

there is no change in the current interpretation of the staff of the SEC which permits resales of the New Notes, and

there is no stop order issued by the SEC or any state securities authority suspending the effectiveness of the registration statement which includes this prospectus or the qualification of the indenture for our New Notes under the Trust Indenture Act of 1939 and there are no proceedings initiated or, to our knowledge, threatened for that purpose.

These conditions are for our sole benefit. We may assert any one of these conditions regardless of the circumstances giving rise to it and may also waive any one of them, in whole or in part, at any time and from time to time, if we determine in our reasonable discretion that it has not been satisfied, subject to applicable law. Notwithstanding the foregoing, all conditions to the exchange offer must be satisfied or waived before the expiration of this exchange offer. If we waive a condition to this exchange offer, the waiver will be applied equally to all note holders. Each of these rights will be deemed an ongoing right which we may assert at any time and from time to time.

If we determine that we may terminate this exchange offer because any of these conditions is not satisfied, we may:

refuse to accept and return to their holders any Initial Notes that have been tendered,

extend the exchange offer and retain all notes tendered before the expiration date, subject to the rights of the holders of these notes to withdraw their tenders, or

waive any condition that has not been satisfied and accept all properly tendered notes that have not been withdrawn or otherwise amend the terms of this exchange offer in any respect as provided under the section in this prospectus entitled “—Expiration Date; Extensions; Amendments; Termination.”

Exchange Agent

Computershare Trust Company, N.A. has been appointed as exchange agent for the exchange offer. Questions and requests for assistance and requests for additional copies of this prospectus, or of the letter of transmittal, should be directed to the exchange agent as provided in the letter of transmittal.

Fees and Expenses

The expenses of soliciting tenders pursuant to the exchange offer will be borne by us. The principal solicitation for tenders pursuant to the exchange offer is being made by mail; however, additional solicitations may be made by telephone, telecopy or in person by our officers and regular employees.

We will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket expenses in connection therewith. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of the prospectus and related documents to the beneficial owners of the Initial Notes, and in handling or forwarding tenders for exchange.

The expenses to be incurred by us in connection with the exchange offer will be paid by us, including fees and expenses of the exchange agent and trustee and accounting, legal, printing and related fees and expenses.

Subject to the following sentence, we will pay all transfer taxes applicable to the exchange of Initial Notes pursuant to the exchange offer. If, however, (a) New Notes or Initial Notes for principal amounts not tendered or accepted for exchange are to be registered or issued in the name of any person other than the registered holder of the Initial Notes tendered, (b) if tendered Initial Notes are registered in the name of any person other than the person signing the letter of transmittal, or (c) if a transfer tax is imposed for any reason other than the exchange of Initial Notes pursuant to the exchange offer, then the amount of any such transfer taxes imposed will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Consequences of Failure to Exchange

Holders of Initial Notes who do not exchange their Initial Notes for New Notes pursuant to the exchange offer will continue to be subject to the restrictions on transfer of such Initial Notes as set forth in the legend thereon as a consequence of the issuance of the Initial Notes pursuant to exemptions from, or in transactions not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. The Initial Notes may not be offered, sold or otherwise transferred, except in compliance with the registration requirements of the U.S. Securities Act, pursuant to an exemption from registration under the U.S. Securities Act or in a transaction not subject to the registration requirements of the U.S. Securities Act, and in compliance with applicable state securities laws. We do not currently anticipate that we will register the Initial Notes under the U.S. Securities Act. To the extent that Initial Notes are tendered and accepted in the exchange offer, the trading market for untendered and tendered but unaccepted Initial Notes could be adversely affected. See “Risk Factors—If you fail to exchange your Initial Notes, they will continue to be restricted securities and may become less liquid.”

Each broker-dealer that receives New Notes for its own account in exchange for Initial Notes, where such Initial Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. See “Plan of Distribution.”

USE OF PROCEEDS

We will not receive any proceeds from the exchange offer. In consideration for issuing New Notes, we will receive in exchange Initial Notes of like principal amount, the terms of which are identical in all material respects to the New Notes. Initial Notes surrendered in exchange for New Notes will be retired and cancelled and cannot be reissued. Accordingly, issuance of the New Notes will not result in any increase in our indebtedness and will evidence the same continuing indebtedness as the Initial Notes and not constitute new indebtedness. We have agreed to bear all fees and expenses related to the exchange offer. No underwriter is being used in connection with the exchange offer.

CAPITALIZATION

There have been no material changes in our share and loan capital, on a consolidated basis, since March 31, 2022, being the date of our most recent financial statements incorporated by reference into this prospectus.

PRIOR SALES

The following table summarizes our issuance of the Initial Notes during the 12 months prior to the date of this prospectus:

Date

Security

Principal
Amount
per Security

Issue Price
per Security

Number of
Securities

Aggregate
Principal
Amount

September 14, 2021

1.450% Notes due 2026

US$

1,000

99.822% of
principal amount

600,000

US$

600,000,000

September 14, 2021

2.300% Notes due 2031

US$

1,000

99.583% of
principal amount

400,000

US$

400,000,000

EARNINGS COVERAGE

The following consolidated financial ratios are calculated for the twelve-month periods ended September 30, 2021 and March 31, 2022. Such financial ratios do not purport to be indicative of earnings coverage ratios for any future periods.

Twelve Month Period Ended September 30, 2021

The financial ratio for the twelve months ended September 30, 2021 gives pro forma effect to the following adjustments, as if each had occurred at the beginning of the twelve month period ended September 30, 2021:

•

the repayment in December 2021 of the last tranche of Senior U.S. unsecured notes issued in 2011 of US$250 million and the settlement of related interest rate swaps; and

•

the issuance during the three months ended December 31, 2021 of Canadian dollar to euro fixed for fixed cross-currency swap agreements for a notional amount of $600 million, related to $600 million aggregate principal amount of 2.100% notes due 2028.

Those pro forma adjustments were the only ones that were considered material to the ratios.

After giving effect to such pro forma adjustments, our adjusted borrowing costs on all interest bearing financial liabilities amounted to $88.5 million for the twelve-month period ended September 30, 2021. Our consolidated profit attributable to owners of the parent before borrowing costs and income tax for the twelve-month period ended September 30, 2021 was $1,947.9 million, which is 22.0 times our adjusted borrowing costs for the period ended September 30, 2021.

Twelve Month Period Ended March 31, 2022

For the twelve month period ended March 31, 2022, we determined that no adjustments were required as they would not be material to the ratios.

Our borrowing costs on all interest bearing financial liabilities amounted to $103.1 million for the twelve-month period ended March 31, 2022. Our consolidated profit attributable to owners of the parent before borrowing costs and income tax for the twelve-month periods ended March 31, 2022 was $2,010.1 million, which is 19.5 times our adjusted borrowing costs for the period ended March 31, 2022.

Issuance of New Notes

As the issuance of any New Notes under this prospectus is in exchange for an equal aggregate principal amount of outstanding Initial Notes validly tendered and accepted in the exchange offer, for the purposes of our earnings coverage ratios calculated for the twelve month periods ended September 30, 2021 and March 31, 2022, we have not expressly included the issuance of any New Notes under this prospectus in pro forma adjustments as any issuance of New Notes will offset an equivalent amount of the Initial Notes issued on September 14, 2021 that are reflected in our audited consolidated financial statements for the fiscal years ended September 30, 2021 and 2020 and in our unaudited interim financial statements for the three and six months ended March 31, 2022 and 2021.

DESCRIPTION OF THE NEW NOTES

In this section, the words “CGI”, “we”, “us” and “our” refer only to CGI Inc. and not to any of our subsidiaries. The following description of the particular terms of the New Notes is qualified in its entirety by reference to the indenture under which the New Notes are to be issued. Capitalized terms used and not defined in this description have the meanings ascribed to them in the indenture. The following description is meant to be only a summary of the material provisions of the indenture. It does not restate the terms of the indenture in its entirety. We urge that you carefully read the indenture as this document, and not this description, governs your rights as holders of the New Notes. The indenture has been filed as an exhibit to the registration statement of which this prospectus forms a part. A copy of the indenture was filed on SEDAR on April 27, 2022.

General

The Initial 2026 Notes were issued under the indenture in an aggregate principal amount of US$600,000,000. The New 2026 Notes are unsecured, unsubordinated obligations of CGI evidencing the same continuing indebtedness as the Initial 2026 Notes and will mature on September 14, 2026. The Initial 2031 Notes were issued under the indenture in an aggregate principal amount of US$400,000,000. The New 2031 Notes are unsecured, unsubordinated obligations of CGI evidencing the same continuing indebtedness as the Initial 2031 Notes and will mature on September 14, 2031. Payments of principal of, and interest and premium and additional amounts, if any, on the New Notes will be made in U.S. dollars. The New Notes are not subject to any sinking fund provision. The New Notes are available for purchase in denominations of US$2,000 and in integral multiples of US$1,000 in excess thereof.

Subject to the covenants described under “—Certain covenants—Limitation on liens” and “—Certain covenants—Limitation on sale and leaseback transactions”, the indenture does not limit our ability to incur additional indebtedness and does not limit the ability of our subsidiaries or joint ventures to incur additional indebtedness. The New Notes will not have the benefit of any security interest or guarantee.

No service charge will be made for any registration, transfer or exchange of the New Notes, but we may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection therewith.

Ranking and Other Indebtedness

The New Notes will be our unsecured senior obligations and will rank equally with all our other unsecured senior obligations from time to time outstanding. The New Notes will be effectively subordinated to all Indebtedness and other liabilities of our subsidiaries and to all our secured Indebtedness and other secured liabilities, to the extent of the assets securing such Indebtedness and other liabilities. At March 31, 2022, the aggregate amount of our consolidated debt, as determined consistent with IFRS and reflected on our consolidated balance sheet, was approximately $3,041.9 million, and we had approximately $1,495.9 million of unused commitments under our committed bank credit facilities. As of March 31, 2022, we and our subsidiaries had no secured debt. As of March 31, 2022, our subsidiaries had debt, as determined in accordance with IFRS, including guarantees by certain of our subsidiaries of indebtedness under our credit facilities and our outstanding senior U.S. unsecured notes, of approximately $1,211.0 million and accounts payable and accrued liabilities of approximately $917.0 million.

Interest

The New 2026 Notes will bear interest at 1.450% per annum from September 14, 2021, or from the most recent interest payment date to which interest has been paid or provided for, payable semi-annually in arrears, on March 14 and September 14 of each year, beginning on March 14, 2022, to each person in whose name a note is registered at the close of business on the preceding February 28 or August 31, as the case may be.

The New 2031 Notes will bear interest at 2.300% per annum from September 14, 2021, or from the most recent interest payment date to which interest has been paid or provided for, payable semi-annually in arrears, on March 14 and September 14 of each year, beginning on March 14, 2022, to each person in whose name a note is registered at the close of business on the preceding February 28 or August 31, as the case may be.

The amount of interest payable will be computed on the basis of a 360-day year consisting of twelve 30-day months. If any date on which principal of, premium on or interest on the New Notes is payable is not a business day, then payment of the principal, premium or interest payable on that date will be made on the next succeeding day which is a business day (and without any additional interest or other payment in respect of any delay), with the same force and effect as if made on such date.

Principal of, premium on and interest on the New Notes will be payable, and the transfer of New Notes will be registrable, at the principal corporate trust office of the trustee, which at present is Computershare Trust Company, N.A. 6200 South Quebec Street Greenwood Village, Colorado 80111 Attention: Corporate Trust – CGI Inc. However, payment of interest may, at our option be made by check mailed to the address of the person entitled thereto as it appears in the security register or by wire transfer to an account located in the United States maintained by such person.

Further Issuance

We may from time to time without notice to, or the consent of, the holders of the New 2026 Notes or the New 2031 Notes create and issue additional notes under the indenture equal in rank to the New 2026 Notes or the New 2031 Notes, as the case may be, in all respects (or in all respects except for the payment of interest accruing prior to the issue date of the new notes, or except, in some cases, for the first payment of interest following the issue date of the new notes) so that the new notes may be consolidated and form a single series with the New 2026 Notes or the New 2031 Notes, as the case may be, and have the same terms as to status, redemption and otherwise as the New 2026 Notes or the New 2031 Notes issued pursuant to this prospectus.

Optional Redemption

New 2026 Notes

Prior to August 14, 2026 (the date that is one month prior to the maturity date of the New 2026 Notes) (the “2026 Par Call Date”), we will have the right at our option to redeem the New 2026 Notes in whole or in part, any time or from time to time prior to their maturity, at a redemption price equal to the greater of (i) 100% of the principal amount of the New 2026 Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon to the 2026 Par Call Date (exclusive of interest accrued to the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 15 basis points (the “2026 Make-Whole Amount”), plus, in each case, accrued and unpaid interest thereon to the redemption date.

At any time and from time to time on or after the 2026 Par Call Date, we may redeem the New 2026 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the New 2026 Notes being redeemed plus accrued and unpaid interest to the redemption date.

New 2031 Notes

Prior to June 14, 2031 (the date that is three months prior to the maturity date of the New 2031 Notes) (the “2031 Par Call Date”), we will have the right at our option to redeem the New 2031 Notes in whole or in part, any time or from time to time prior to their maturity, at a redemption price equal to the greater of (i) 100% of the principal amount of the New 2031 Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon to the 2031 Par Call Date (exclusive of interest accrued to the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 20 basis points (the “2031 Make-Whole Amount”), plus, in each case, accrued and unpaid interest thereon to the redemption date.

At any time and from time to time on or after the 2031 Par Call Date, we may redeem the New 2031 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the New 2031 Notes being redeemed plus accrued and unpaid interest to the redemption date.

Redemption Procedures

We will give you at least 10 days (but not more than 60 days) prior notice of any redemption (with notice to the trustee at least 3 business days prior to when notice is due to holders, unless a shorter notice period shall be acceptable to the trustee) . If less than all of a series of New Notes are redeemed, such notes shall be selected in accordance with the procedures of The Depository Trust Company (“DTC”).

On or before the redemption date, we will deposit with a paying agent (or the trustee) money sufficient to pay the redemption price and accrued interest on the New Notes to be redeemed on such date. On and after the redemption date, interest will cease to accrue on any New Notes that have been called for redemption (unless we default in the payment of the redemption price and accrued interest). The redemption price will be calculated by the Independent Investment Banker and we, the trustee and any paying agent for the New Notes will be entitled to rely conclusively on such calculation.

If notice of redemption has been given as provided in the indenture, and funds for the redemption of such notes called for redemption have been made available on the redemption date referred to in such notice, such New Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the holders of such New Notes will be to receive payment of the redemption price plus accrued interest to, but not including, the date of redemption.

For purposes of the discussion of optional redemption and redemption procedures, the following definitions are applicable:

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the Remaining Term of the New Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the Remaining Term of such notes.

“Comparable Treasury Price” means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if we obtain fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by us.

“Reference Treasury Dealer” means each of (i) J.P. Morgan Securities LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, or their respective affiliates which are primary U.S. government securities dealers, and their respective successors; provided, however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. government securities dealer in The City of New York (a “Primary Treasury Dealer”), we shall substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealers selected by us.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by such Reference Treasury Dealer at 3:30 p.m. New York time on the third business day preceding such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to: (1) the weekly average yield to maturity representing the average of the daily yields appearing at 5:00 p.m., New York City time, on the relevant calculation date in the most recently published Data Download Program designated “H.15” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities”, for the maturity corresponding to the period from the redemption date of the New Notes to be redeemed to the 2026 Par Call Date or 2031 Par Call Date, as applicable (rounded to the nearest month) (the “Remaining Term”); provided that, if no maturity is within three months before or after the Remaining Term of the New Notes to be redeemed or more than one maturity is within three months before or after the Remaining Term of the New Notes to be redeemed and no maturity exactly corresponds to the Remaining Term, the weekly average yield for (A) the published maturity closest to but shorter than the Remaining Term and (B) the published maturity closest to but longer than the Remaining Term, both to be determined as described above, and the Treasury Rate will be interpolated or extrapolated from those yields on a straight line basis; or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the applicable Comparable Treasury Issue, calculated using a price for the applicable Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the related Comparable Treasury Price for such redemption date. The Treasury Rate will be determined on the third business day preceding the redemption date.

Change of Control Repurchase Event

If a Change of Control Repurchase Event occurs, unless we have exercised our right to redeem the New Notes as described above, we will be required to make an offer to each holder of the New Notes of the applicable series to repurchase all or any part (in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof) of that holder’s notes of such series at a repurchase price in cash equal to 101% of the aggregate principal amount of the New Notes of such series repurchased plus any accrued and unpaid interest on the New Notes of such series repurchased to, but not including, the date of repurchase. Within 45 days following any Change of Control Repurchase Event or, at our option, prior to any Change of Control but after the public announcement of the Change of Control, we will send a notice to each holder of notes of such series, with a copy to the trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the New Notes of such series on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent other than as may be required by law. The notice shall, if sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. We will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the New Notes of a series as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the New Notes of a series, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Repurchase Event provisions of the New Notes of such series by virtue of such conflict.

On the repurchase date following a Change of Control Repurchase Event, we will, to the extent lawful:

(1)

accept for payment all New Notes of the applicable series or portions of the New Notes of such series properly tendered pursuant to our offer;

(2)

deposit with the trustee or the paying agent, as applicable, an amount equal to the aggregate purchase price in respect of all New Notes of such series or portions of the New Notes of such series properly tendered; and

(3)

deliver or cause to be delivered to the trustee or the paying agent, as applicable, the New Notes of such series properly accepted, together with an officers’ certificate stating the aggregate principal amount of the New Notes of such series being purchased by us.

We shall authorize and direct the trustee or the paying agent, as applicable, in writing to send to each holder of the New Notes of the applicable series properly tendered the purchase price for the New Notes of such series, and the trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new note equal in principal amount to any unpurchased portion of any New Notes of such series surrendered; provided that each New Note will be in a minimum principal amount of US$2,000 and integral multiples of US$1,000.

We will not be required to make an offer to repurchase the New Notes of a series upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and such third party purchases all notes of such series properly tendered and not withdrawn under its offer.

In the event that holders of not less than 90% of the aggregate principal amount of the outstanding notes of a series accept our offer to repurchase the New Notes of such series upon a Change of Control Repurchase Event and we purchase all of the New Notes of such series held by such holders, we will have the right, upon not less than 10 days’ nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the offer to purchase described above, to redeem all of the New Notes of such series that remain outstanding following such purchase at a redemption price equal to 101% of the aggregate principal amount of the New Notes redeemed plus any accrued and unpaid interest on the New Notes of such series redeemed to, but not including, the date of redemption.

The provisions under the indenture relative to our obligation to make an offer to repurchase upon a Change of Control Repurchase Event may be waived or modified with the written consent of the holders of a majority in principal amount of the New Notes of the applicable series.

For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:

“Change of Control” means the occurrence of any of the following:

(1)

the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation or statutory plan of arrangement or consolidation), in one or a series of related transactions, of all or substantially all of our assets and our subsidiaries taken as a whole to any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than to us or one of our subsidiaries;

(2)

the consummation of any transaction (including, without limitation, any merger, amalgamation or statutory plan of arrangement or consolidation) the result of which is that any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than a Permitted Holder, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Voting Stock to which is attached more than 50% of the combined voting power of our Voting Stock (or other Voting Stock into which our Voting Stock is reclassified, consolidated, exchanged or changed) measured by voting power rather than number of shares;

(3)

we consolidate, amalgamate, or enter into a statutory plan of arrangement with, or merge with or into, any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), or any person consolidates, amalgamates, or enters into a statutory plan of arrangement with, or merges with or into, us, in any such event pursuant to a transaction in which any outstanding Voting Stock of us or of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of our Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, Voting Stock representing more than 50% of the combined voting power of the surviving person immediately after giving effect to such transaction; or

(4)	the adoption of a plan relating to our liquidation or dissolution.

Notwithstanding the foregoing, any holding company whose only significant asset is capital stock of us or any of our direct or indirect parent companies shall not itself be considered a “person” or “group” for purposes of clause (2) above.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of our and our subsidiaries’ properties or assets taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all”, there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of the New Notes to require us to repurchase such holder’s notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our and our subsidiaries’ assets taken as a whole to another person or group may be uncertain.

“Change of Control Repurchase Event” means the occurrence of a Ratings Downgrade on any date during the 60-day period (which period shall be extended so long as the rating of the New Notes of such series is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) (the “trigger period”) after the earlier of (1) the occurrence of a Change of Control; or (2) public notice of the occurrence of a Change of Control or the intention by us to effect a Change of Control. Notwithstanding the foregoing, no Change of Control Repurchase Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by us.

“Permitted Holder” means (i) Serge Godin; (ii) any of the spouse, children or other lineal descendants (whether adoptive or biological) of the individual named in clause (i) above; (iii) the probate estate or succession of any individuals named in clauses (i) and (ii) above; (iv) any revocable or irrevocable intervivos or testamentary trust created solely for the benefit of (A) any of the foregoing individuals named in clauses (i) and (ii) above, (B) any person all of the voting capital stock or voting capital securities of which is held, directly or indirectly, by, or for the benefit of, any of the foregoing individuals named in clauses (i) and (ii) above, and/or (C) any other revocable or irrevocable intervivos or testamentary trust created solely for the benefit of any of the foregoing individuals names in clauses (i) and (ii) above; and (v) any person all of the voting capital stock or voting capital securities of which is held, directly or indirectly, by, or for the benefit of, any of the foregoing individuals, probate estates, successions or trusts specified in clauses (i), (ii), (iii) and (iv) above.

“Rating Agency” means each of Moody’s and S&P; provided that, if any of Moody’s or S&P ceases to rate a series of New Notes or fails to make a rating of a series of New Notes publicly available for any reason that is beyond our control, we may select (as certified by a resolution of our board of directors) a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, as a replacement agency for Moody’s or S&P, or both of them, as the case may be, in respect of such series of New Notes.

“Ratings Downgrade” means the downgrading of a rating of New Notes of the applicable series by each of the Rating Agencies such that, following the downgrades, such notes are not rated Investment Grade by either Rating Agency. If a Rating Agency is not providing a rating for the applicable series of New Notes at the commencement of any trigger period, such notes will be deemed to have ceased to be rated Investment Grade by such Rating Agency during that trigger period.

“Voting Stock” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock or capital securities of such person that is at the time entitled to vote generally in the election of the board of directors, managers or other members of the governing body of such person.

For the purposes of the foregoing definitions, the term “capital securities” shall mean, with respect to any person, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of or in such person’s capital, whether now outstanding or issued after the date hereof, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership or any other equivalent of such ownership interest.

The Change of Control Repurchase Event feature of the New Notes of a series may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control Repurchase Event under the New Notes, but that could substantially increase the amount of indebtedness outstanding at such time or otherwise adversely affect our capital structure or credit ratings on the New Notes of such series.

We may not have sufficient funds to repurchase all the applicable New Notes upon a Change of Control Repurchase Event. See “Risk Factors—Risks Related to the New Notes—We may not be able to finance a change of control offer required by our credit agreements and the indenture governing the New Notes offered hereby, because we may not have sufficient funds at the time of the change of control.”

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the indenture. We urge you to read the indenture for the full definition of all such terms.

“Attributable Debt” in respect of any Sale and Leaseback Transaction means, at the date of determination, the present value (discounted at the rate of interest implicit in the terms of the lease) of the obligation of the lessee for Net Rental Payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended).

“Consolidated Net Tangible Assets” means the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (1) all current liabilities (excluding any portion thereof constituting Funded Debt) and (2) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the most recent consolidated balance sheet of CGI and computed in accordance with IFRS.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto, and the rules and regulations of the United States Securities and Exchange Commission thereunder.

“Funded Debt” means, as applied to any person, all Indebtedness created or assumed by such person maturing after, or renewable or extendable at the option of such person beyond, 12 months from the date of creation thereof.

“IFRS” means generally accepted accounting principles in Canada in effect from time to time (including, for clarity and as applicable, International Financial Reporting Standards as issued by the International Accounting Standards Board), unless the person’s most recent audited or quarterly financial statements are not prepared in accordance with generally accepted accounting principles in Canada, in which case “IFRS” will mean generally accepted accounting principles in the United States in effect from time to time.

“Indebtedness” means, without duplication, all (i) obligations for borrowed money represented by notes, bonds, debentures or similar evidence of indebtedness, (ii) obligations for borrowed money evidenced by credit, loan or other like agreements, and (iii) obligations under any guarantee or indemnity in respect of the foregoing.

“Lien” means any mortgage, deed of trust, pledge, hypothec, lien, encumbrance, charge or security interest of any kind upon or with respect to any property of any kind, real or personal, moveable or immoveable, now owned or hereafter acquired.

“Material Subsidiary” means any Subsidiary the revenue of which for the 12 months ending at the end of the most recently completed fiscal year of such Subsidiary represent 10% or more of the revenue of CGI on a consolidated basis for the 12 months ending at the end of CGI’s most recently completed fiscal year, or the gross assets of which as at the end of the most recently completed fiscal year of such Subsidiary represent 10% or more of the gross assets of CGI on a consolidated basis as at the end of CGI’s most recently completed fiscal year, calculated in each case in accordance with IFRS.

“Moody’s” means Moody’s Investors Service, Inc. and any successors.

“Net Rental Payments” under any lease for any period means the sum of the rental and other payments required to be paid in such period by the lessee thereunder, excluding any amounts required to be paid by such lessee (whether or not designated as rental or additional rental) on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges required to be paid by such lessee thereunder or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges.

“Person” means any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Property” means all or any portion of a Person’s property and assets, both immovable (real) and movable (personal), including for greater certainty any capital stock in any other Person.

“S&P” means S&P Global Ratings, a division of S&P Global, Inc., and any successors.

“Sale and Leaseback Transaction” means any arrangement with any Person providing for the leasing by CGI or any Subsidiary of any Property (whether such Property is now owned or hereafter acquired) that has been or is to be sold or transferred by CGI or such Subsidiary to such Person.

“Subsidiary” means, at any relevant time, any Person of which the voting shares or other interests carrying more than 50% of the outstanding voting rights attached to all outstanding voting shares or other interests are owned, directly or indirectly, by or for CGI and/or one or more Subsidiaries of CGI.

Certain Covenants

Limitation on liens

The indenture provides that we will not, and will not suffer or permit any of our Material Subsidiaries to, enter into or grant, create, assume or suffer to exist any Indebtedness secured by any Lien on any of their Property (other than Permitted Liens) without effectively providing that the New Notes will be secured equally and ratably with (or prior to) such secured Indebtedness, so long as such Indebtedness shall be so secured.

For purposes of the indenture, “Permitted Liens” shall mean the following:

(1)

Liens on Property or Indebtedness of any Person existing at the time such Person becomes our Material Subsidiary or created, incurred, issued or assumed in connection with the acquisition of any such Person;

(2)

Liens on any Property existing at the time of acquisition of such Property by CGI or any of its Material Subsidiaries, whether or not assumed by CGI or such Material Subsidiary; provided that no such Lien will extend to any other Property of CGI or any of its Material Subsidiaries;

(3)

Liens on all or any part of any Property (including any improvements or additions to improvements on a Property) hereafter acquired, developed, expanded or constructed by CGI or any of its Material Subsidiaries to secure the payment of all or any part of the purchase price, cost of acquisition or cost of development, expansion or construction of such Property or of improvements or additions to improvements thereon (or to secure any Indebtedness incurred by CGI or any of its Material Subsidiaries for the purpose of financing all or any part of the purchase price, cost of acquisition or cost of development, expansion or construction thereof or of improvements or additions to improvements thereon) created prior to, at the time of, or within 360 days after the later of, the acquisition, development, expansion or completion of construction (including construction of improvements or additions to improvements thereon), or commencement of full operation of such Property; provided that no such Lien will extend to any other Property of CGI or any of its Material Subsidiaries other than, in the case of any such construction, improvement, development, expansion or addition to improvement, all or any part of any other Property on which the Property so constructed, developed or expanded, or the improvement or addition to improvement, is located;

(4)

Liens on any Property of any of our Material Subsidiaries to secure Indebtedness owing by it to CGI or to another of our Material Subsidiaries;

(5)

Liens securing Indebtedness of CGI or any of its Material Subsidiaries outstanding on the initial issue date of the New Notes;

(6)

the extension, renewal or refinancing of any Permitted Lien, provided that the amount of Indebtedness so secured does not exceed the original amount of Indebtedness secured immediately prior to such extension, renewal or refinancing, plus an amount necessary to pay fees and expenses, including premiums, related to such extension, renewal or refinancing, and the Lien is not extended to any additional Property of CGI or its Material Subsidiaries;

(7)

Liens on the capital securities of Subsidiaries formed outside of the United States and Canada that may be designated by us as restricted subsidiaries under the terms of our existing or future Indebtedness and which may be granted in lieu of a guarantee by such Subsidiary in circumstances where such Subsidiary is either prevented from or limited in its ability to guarantee such Indebtedness; and

(8)

any transaction or series of transactions pursuant to which CGI or any of its Material Subsidiaries sells, transfers, disposes of, securitizes or enters into any other asset-backed financing of trade accounts receivable of or owing to CGI or any of its Subsidiaries, and any contract rights related thereto, in each case on customary terms for fair value as determined at the time of consummation in good faith by CGI.

In addition, we or any of our Material Subsidiaries may enter into or grant, create, assume or suffer to exist Indebtedness secured by a Lien without equally and ratably securing the New Notes if, when such secured Indebtedness is entered into or granted, created, assumed or exists and after giving effect thereto, the total amount of all outstanding secured Indebtedness (excluding Permitted Liens) plus the aggregate Attributable Debt relating to Sale and Leaseback Transactions incurred pursuant to clause (2) of the second paragraph of the covenant described under “—Limitation on sale and leaseback transactions” below does not exceed 20% of our Consolidated Net Tangible Assets.

Limitation on sale and leaseback transactions

The indenture provides that neither we nor any of our Material Subsidiaries may enter into any Sale and Leaseback Transactions involving any of our Property, unless either:

(1)

we or such Material Subsidiary would be entitled to incur Indebtedness secured by a Permitted Lien on such Property, or

(2)

within 180 days, we apply to the purchase of property or to the retirement of our Funded Debt an amount not less than the greater of (a) the net proceeds of the sale of the Property leased pursuant to the arrangement and (b) the fair market value of the Property so leased.

The above restriction on Sale and Leaseback Transactions does not apply to the following:

(1)

a Sale and Leaseback Transaction between us and a Material Subsidiary of CGI or between Material Subsidiaries of CGI, or that involves the taking back of a lease for a period of less than three years; or

(2)

if, at the time of the Sale and Leaseback Transactions, after giving effect to such transaction, the aggregate Attributable Debt relating to such transaction and all other Sale and Leaseback Transactions incurred pursuant to this clause (2) plus all outstanding secured Indebtedness (excluding Permitted Liens) does not exceed 20% of our Consolidated Net Tangible Assets.

Consolidation, amalgamation and merger and sale of assets

The indenture provides that we may not consolidate or amalgamate with or merge into or enter into any statutory arrangement with any other person, or, directly or indirectly, convey, transfer or lease all or substantially all our properties and assets to any person, unless:

•

the person formed by or continuing from such consolidation or amalgamation or into which we are merged or with which we enter into such statutory arrangement or the person which acquires or leases all or substantially all of our properties and assets is organized and existing under the laws of the United States, any state thereof or the District of Columbia or the laws of Canada or any province or territory thereof, or, if such consolidation, amalgamation, merger, statutory arrangement or other transaction would not impair the rights of the holders of the New Notes, in any other country, provided that if such successor person is organized under the laws of a jurisdiction other than the United States, any state thereof or the District of Columbia, or the laws of Canada or any province or territory thereof, the successor person assumes our obligations under the New Notes and the indenture to pay Additional Amounts, and, in connection therewith, for purposes of the provisions described in “—Payment of Additional Amounts” and “—Tax Redemption” below, the reference to such successor jurisdiction is added with “Canada” and “Canadian” in each place that “Canada” or “Canadian” appears therein;

•

the successor person expressly assumes or assumes by operation of law all of our obligations under the New Notes and under the indenture;

•

immediately before and after giving effect to such transaction, no event of default and no event which, after notice or lapse of time or both, would become an event of default, will have happened and be continuing; and

•

certain other conditions are met.

If, as a result of any such transaction, any of our Property becomes subject to a Lien, then, unless such Lien could be created pursuant to the indenture provisions described under “—Limitation on liens” above without equally and ratably securing the New Notes, we, simultaneously with (or prior to) such transaction, will cause the New Notes to be secured equally and ratably with (or prior to) the Indebtedness secured by such Lien.

In connection with such consolidation, amalgamation or merger or sale of assets in respect of the indenture or the New Notes, we shall deliver to the trustee an officers’ certificate and an opinion of counsel, each stating (i) that such consolidation, amalgamation or merger or sale of assets is authorized or permitted pursuant to the terms of the indenture or the New Notes, as applicable, and (ii) that all related conditions precedent to such consolidation, amalgamation or merger or sale of assets have been complied with.

Payment of Additional Amounts

All payments made by or on behalf of us under or with respect to the New Notes will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or any province or territory thereof or by or on behalf of any other jurisdiction from or through which payment on any such notes is made or by any authority or agency therein or thereof having power to tax (hereinafter “Indemnified Taxes”), unless we are required to withhold or deduct Indemnified Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency. If we are so required to withhold or deduct any amount for or on account of Indemnified Taxes from any payment made under or with respect to the New Notes, we will pay to each holder of notes as additional interest such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each such holder after such withholding or deduction (and after deducting any Indemnified Taxes on such Additional Amounts) will not be less than the amount such holder would have received if such Indemnified Taxes had not been withheld or deducted. However, no Additional Amounts will be payable with respect to a payment made to a holder of notes (such holder, an “Excluded Holder”):

•

with which we do not deal at arm’s length (for the purposes of the Income Tax Act (Canada) (“Canadian Tax Act”)) at the time of the making of such payment, or where the holder is, or does not deal at arm’s length with any person that is, a “specified shareholder” of us for purposes of the thin capitalization rules in the Canadian Tax Act;

•

which is subject to such Indemnified Taxes by reason of the holder being a resident, domicile or national of, or engaged in business or maintaining a permanent establishment or other physical presence in or otherwise having some connection with Canada or any province or territory thereof or other applicable taxing jurisdiction or other applicable taxing jurisdiction otherwise than by the mere holding of the New Notes or the receipt of payments thereunder; or

•

which is subject to such Indemnified Taxes by reason of the holder’s failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Indemnified Taxes; or

•

for or on account of any withholding or deduction imposed on a payment to a holder or beneficial owner pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority or any taxes or penalties that arise from the holder or beneficial owner’s failure to properly comply with its obligations under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Canadian Tax Act.

We will also:

•

make such withholding or deduction; and

•

remit the full amount deducted or withheld to the relevant authority in accordance with applicable law.

We will furnish to the holders, within 60 days after the date the payment of any Indemnified Taxes is due pursuant to applicable law, certified copies of tax receipts or other documents evidencing such payment by us.

We will indemnify and hold harmless each holder (other than an Excluded Holder) and upon written request reimburse each such holder for the amount (excluding any Additional Amounts that have previously been paid by us) of:

•

any Indemnified Taxes so levied or imposed and paid by such holder as a result of payments made under or with respect to the New Notes;

•

any liability (including penalties, interest and expenses) arising therefrom or with respect thereto; and

•

any Indemnified Taxes imposed with respect to any reimbursement under the preceding two bullet points, but excluding any such Indemnified Taxes on such holder’s net income.

Wherever in the indenture there is mentioned, in any context, the payment of principal (and premium, if any), interest, if any, or any other amount payable under or with respect to a note, such mention will be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Tax Redemption

The New Notes of a series will be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to, but not including, the date fixed for redemption, upon the giving of a notice as described below, if we determine that:

•

as a result of (A) any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of our successor) or of any political subdivision or taxing authority thereof or therein affecting taxation, or (B) any change in the official position regarding the application or interpretation of such laws, regulations or rulings by any legislative body, court, governmental agency or regulatory authority (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after (i) September 9, 2021, or (ii) the date a party organized in a jurisdiction other than Canada or the United States becomes our successor, we or such successor, as applicable, have or will become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any New Notes of such series; or

•

on or after (i) September 9, 2021, or (ii) the date a party organized in a jurisdiction other than Canada or the United States becomes our successor, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the jurisdiction of organization of our successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in the first bullet, whether or not such action was taken or such decision was rendered with respect to us or such successor, as applicable, or any change, amendment, application or interpretation will be officially proposed, which, in any such case, in the written opinion of our legal counsel, will result in our, or the successor, as applicable, becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any New Note of such series, and, in any such case, we, in our business judgment, determine that such obligation cannot be avoided by the use of reasonable measures available to us.

In the event that we elect to redeem the New Notes of a series pursuant to the provisions set forth in the preceding paragraph, we will deliver to the trustee an officers’ certificate, signed by two authorized officers, stating that we are entitled to redeem the New Notes of such series pursuant to their terms.

Notice of intention to redeem the New Notes of such series will be given not more than 60 nor less than 30 days prior to the date fixed for redemption and will specify the date fixed for redemption.

Provision of Financial Information

We will file with the trustee, within 15 days after we file them with the SEC, copies, which may be in electronic format, of our annual report and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which we are required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that we may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, we will continue to provide the trustee:

•

within 140 days after the end of each fiscal year, the information required to be contained in annual reports on Form 20-F, Form 40-F or Form 10-K, as applicable (or any successor form); and

•

within 60 days after the end of each of the first three fiscal quarters of each fiscal year, the information required to be contained in reports on Form 6-K or Form 10-Q, as applicable (or any successor form),

which, in each case, regardless of applicable requirements will, at a minimum, contain such information required to be provided in annual or quarterly (as applicable) reports under the applicable laws of Canada or any province thereof to security holders of a corporation that is a reporting issuer domiciled in Quebec with securities listed on the Toronto Stock Exchange, whether or not we have any of our securities listed on such exchange.

Such information will be prepared in accordance with Canadian disclosure requirements and IFRS as applicable; provided, however, that we will not be obligated to file such reports with the SEC if the SEC does not permit such filings.

Delivery of such reports, information and documents to the trustee shall be for informational purposes only and the trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including our compliance with any of our covenants under the indenture (as to which the trustee is entitled to rely exclusively on officers’ certificates). The trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, our compliance with the covenants or with respect to any reports or other documents filed with the SEC.

Events of Default

The following are summaries of events of default under the indenture with respect to a series of New Notes:

(1)

default in the payment of any interest or Additional Amounts on any New Note of such series when such interest becomes due and payable, and such default is continued for 30 days;

(2)

default in the payment of the principal of (or premium, if any, on) any New Note of such series when it becomes due and payable;

(3)

default in the performance, or breach, of any of the covenants of the company in the indenture in respect of the New Notes of such series and described above under “—Consolidation, Amalgamation and Merger and Sale of Assets”;

(4)

default in the performance, or breach, of any other covenant of the company in the indenture in respect of the New Notes of such series, and such default or breach is continued for 60 days after written notice to us as provided in the indenture;

(5)

if an event of default (as defined in any indenture or instrument under which we or one of our Subsidiaries has at the time of the indenture or will thereafter have outstanding any Indebtedness) has occurred and is continuing, or CGI or any Subsidiary has failed to pay principal amounts with respect to such Indebtedness at maturity and such event of default or failure to pay has resulted in Indebtedness under such indentures or instruments being declared due, payable or otherwise being accelerated, in either event so that an amount in excess of US$100,000,000 will be or become due, payable and accelerated upon such declaration or prior to the date on which the same would otherwise have become due, payable and accelerated (the “accelerated indebtedness”), and such acceleration will not be rescinded or annulled, or such event of default or failure to pay under such indenture or instrument will not be remedied or cured, whether by payment or otherwise, or waived by the holders of such accelerated indebtedness, then (i) if the accelerated indebtedness will be as a result of an event of default which is not related to the failure to pay principal or interest on the terms, at the times, and on the conditions set out in any such indenture or instrument, it will not be considered an event of default for purposes of the indenture until 30 days after such Indebtedness has been accelerated, or (ii) if the accelerated indebtedness will occur as a result of such failure to pay principal or interest or as a result of an event of default which is related to the failure to pay principal or interest on the terms, at the times, and on the conditions set out in any such indenture or instrument, then (A) if such accelerated indebtedness is, by its terms, non-recourse to us or our Subsidiaries, it will not be considered an event of default for purposes of the indenture; or (B) if such accelerated indebtedness is recourse to us or our Subsidiaries, any requirement in connection with such failure to pay or event of default for the giving of notice or the lapse of time or the happening of any further condition, event or act under such other indenture or instrument in connection with such failure to pay principal or an event of default will be applicable together with an additional seven days before being considered an event of default for purposes of the indenture;

(6)

failure by CGI or any Subsidiary to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of US$100,000,000, which judgments are not paid, discharged or stayed for a period of 60 days or more after such judgment becomes final and non-appealable; and

(7)

certain events of bankruptcy, insolvency or reorganization of CGI occur.

If an event of default with respect to a series of New Notes occurs and is continuing, unless the principal amount of all notes of such series will have already become due and payable, the trustee may, in its discretion, and will upon request in writing made by the holders of not less than 25% in aggregate principal amount of the outstanding notes of such series, declare by written notice to us as provided in the indenture, the principal amount of all notes of such series and all accrued interest thereon to be immediately due and payable. However, at any time after a declaration of acceleration with respect to the New Notes of such series has been made and before a judgment or decree for payment of the money due has been obtained, the holders of a majority in aggregate principal amount of the outstanding notes of such series may, under certain circumstances, rescind and annul such declaration.

In cases of default, the trustee is required to exercise those rights and powers vested in it by the indenture as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. The trustee is not required to take any action under the indenture at the request of any holders of a series of notes unless the holders offer the trustee protection from expenses and liability satisfactory to the trustee (called an “indemnity”). If such indemnity is provided, the holders of a majority in aggregate principal amount of the outstanding notes of such series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee and these majority holders may also direct the trustee to perform or exercise any trust or power granted to the trustee under the indenture with respect to the New Notes of such series.

No holder of notes of any series will have any right to institute any proceeding with respect to the indenture, or for the appointment of a receiver or a trustee or for any other remedy thereunder, unless:

(1)

such holder has previously given to the trustee written notice that an event of default has occurred with respect to the New Notes of such series;

(2)

the holders of at least 25% in aggregate principal amount of the outstanding notes of such series make a written request that the trustee take action because of the default, and such holder or holders offer an indemnity satisfactory to the trustee against the cost and other liabilities of taking that action; and

(3)

the trustee has not received from the holders of a majority in aggregate principal amount of the outstanding notes of such series a direction inconsistent with such request and has failed to take any action for 60 days after receipt of the above notice, request and direction.

However, such above-mentioned limitations do not apply to a suit instituted by the holder of a note for the enforcement of payment of the principal of, or any premium, if any, or interest on such note on or after the applicable due date specified in such note.

The trustee shall not be deemed to have knowledge or notice of the occurrence of any default or event of default, unless a responsible trust officer of the trustee shall have received written notice from us or a holder describing such default or event of default, and stating that such notice is a notice of default or event of default. The trustee may withhold notice of any continuing default from the holders of an applicable series notes (except a default in the payment of principal (or premium, if any) or interest, if any), if it determines in good faith that withholding notice is in the interest of the holders.

Every year we will furnish to the trustee a written statement of certain of our officers certifying that to their knowledge we are in compliance with the indenture and notes or, if not, specifying any known default.

Modification and Waiver

Modifications and amendments of the indenture may be made by us and the trustee with the consent of the holders of a majority in principal amount of the outstanding notes of each series issued under the indenture affected by such modification or amendment; provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding note of such affected series:

•

change the stated maturity of the principal of (or premium, if any) or any installment of interest, if any, on such note;

•

change any of our obligations to pay Additional Amounts (except under certain circumstances provided in the indenture);

•

reduce the principal amount of (or premium, if any), or rate of interest, if any, on any such note;

•

reduce the amount of principal of any such note payable upon acceleration of the maturity thereof or the amount thereof provable in bankruptcy or adversely affect any right of repayment at the option of any holder of any such note;

•

change the place of payment;

•

change the currency of payment of principal of (or premium, if any) or interest, if any, on any such note;

•

adversely affect any right to convert or exchange any such note;

•

impair the contractual right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s note on or after the due dates thereof or to institute suit for the enforcement of any payment on or with respect to such holder’s note;

•

reduce the percentage of aggregate principal amount of outstanding notes of such series, the consent of the holders of which is required for modification or amendment of the applicable indenture provisions or for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults; or

•

modify any provisions of the indenture relating to the modification and amendment of the indenture or the waiver of past defaults of covenants except as otherwise specified in the indenture.

The holders of a majority in principal amount of the outstanding notes of a series may on behalf of the holders of all notes of such series waive, insofar as that series is concerned, compliance by us with certain restrictive provisions of the indenture. The holders of a majority in principal amount of outstanding notes of a series may waive any past default under the indenture with respect to such series, except a default in the payment of the principal of (or premium, if any) and interest, if any, on any New Note of such series or in respect of a provision which under the indenture cannot be modified or amended without the consent of the holder of each outstanding note of such series. The indenture or the New Notes of a series may be amended or supplemented, without the consent of any holder of such notes, in order to, among other things, cure any ambiguity or inconsistency or to make any change, in any case, that would not adversely affect any holder of such notes.

In connection with any modification, amendment, supplement or waiver in respect of the indenture or the New Notes, we shall deliver to the trustee an officers’ certificate and an opinion of counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of the indenture or the New Notes, as applicable, and (ii) that all related conditions precedent to such modification, amendment, supplement or waiver have been complied with.

Defeasance and Covenant Defeasance

The indenture provides that, at our option, we will be discharged from any and all obligations in respect of the outstanding notes of a series upon irrevocable deposit with the trustee, in trust, of money and/or U.S. government securities which will provide money in an amount sufficient in the opinion of a nationally recognized firm of financial advisers or independent chartered professional accountants as evidenced by a certificate of officers of the company delivered to the trustee to pay the principal of (and premium, if any) and interest, if any, on the outstanding notes of such series (hereinafter referred to as a “defeasance”) (except with respect to the authentication, transfer, exchange or replacement of notes or the maintenance of a place of payment and certain other obligations set forth in the indenture). Such trust may only be established if, among other things:

•

we have delivered to the trustee an opinion of counsel in the United States stating that (i) we have received from, or there has been published by, the United States Internal Revenue Service a ruling, or (ii) since the date of execution of the indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that the holders of the outstanding notes of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;

•

we have delivered to the trustee an opinion of counsel in Canada or a ruling from the Canada Revenue Agency to the effect that the holders of the outstanding notes of such series will not recognize income, gain or loss for Canadian federal, provincial or territorial income or other Canadian tax purposes as a result of such defeasance and will be subject to Canadian federal, provincial or territorial income and other Canadian tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance not occurred (and for the purposes of such opinion, such Canadian counsel will assume that holders of the outstanding notes include holders who are not resident in Canada);

•

no event of default or event that, with the passing of time or the giving of notice, or both, will constitute an event of default will have occurred and be continuing on the date of such deposit;

•

we are not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit and after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

•

other customary conditions precedent are satisfied; and

•

we have delivered to the trustee an officer’s certificate and opinion of counsel in New York stating that all related conditions precedent to such discharge or defeasance have been complied with.

We may exercise our defeasance option notwithstanding our prior exercise of our covenant defeasance option described in the following paragraph if we meet the conditions described in the preceding paragraph at the time we exercise the defeasance option.

The indenture provides that, at our option, unless and until we have exercised our defeasance option described above with respect to the New Notes of the same series, we may omit to comply with the covenants described under “—Limitation on liens” and “—Limitation on sale and leaseback transactions”, and certain aspects of the covenant described under “—Consolidation, Amalgamation, Merger and Sale of Assets” and certain other covenants and such omission will not be deemed to be an event of default under the indenture and the outstanding notes upon irrevocable deposit with the trustee, in trust, of money and/or U.S. government securities which will provide money in an amount sufficient in the opinion of a nationally recognized firm of financial advisers or independent chartered professional accountants as evidenced by a certificate of officers of the company delivered to the trustee to pay the principal of (and premium, if any) and interest, if any, on the outstanding notes (hereinafter referred to as “covenant defeasance”). If we exercise our covenant defeasance option, the obligations under the indenture other than with respect to such covenants and the events of default other than with respect to such covenants will remain in full force and effect. Such trust may only be established if, among other things:

•

we have delivered to the trustee an opinion of counsel in the United States to the effect that the holders of the outstanding notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such covenant defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

•

we have delivered to the trustee an opinion of counsel in Canada or a ruling from the Canada Revenue Agency to the effect that the holders of the outstanding notes will not recognize income, gain or loss for Canadian federal, provincial or territorial income or other Canadian tax purposes as a result of such covenant defeasance and will be subject to Canadian federal, provincial or territorial income and other Canadian tax on the same amounts, in the same manner and at the same times as would have been the case had such covenant defeasance not occurred (and for the purposes of such opinion, such Canadian counsel will assume that holders of the outstanding notes include holders who are not resident in Canada);

•

no event of default or event that, with the passing of time or the giving of notice, or both, will constitute an event of default will have occurred and be continuing on the date of such deposit;

•

other customary conditions precedent are satisfied.

Consent to Service

Under the indenture, CGI has irrevocably appointed CGI Technologies and Solutions Inc., 11325 Random Hills, Fairfax, VA 22030, as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the indenture or the New Notes that may be instituted in any federal or New York state court located in the Borough of Manhattan, in the City of New York, or brought by the trustee (whether in its individual capacity or in its capacity as trustee under the indenture), and will irrevocably submit to the non-exclusive jurisdiction of such courts.

Discharge of the Indenture

We may satisfy and discharge our obligations under the indenture with respect to a series of notes by delivering to the trustee for cancellation all such outstanding notes or by depositing with the trustee or the paying agent, after such notes have become due and payable, whether at stated maturity, on any redemption date or otherwise, cash sufficient to pay all of the outstanding notes of such series and pay all other sums payable under the indenture by us with respect to such notes.

Governing Law

The indenture is and the New Notes will be governed by and construed in accordance with the laws of the State of New York.

Book-Entry Procedures for the Global Notes

Except as described below, we will initially issue the New Notes in the form of two or more registered New Notes in global form without coupons. We will deposit each global note on the date of the closing of this exchange offer with, or on behalf of, DTC in New York, New York, and register the New Notes in the name of DTC or its nominee, or will leave these notes in the custody of the trustee.

DTC Procedures

For your convenience, we are providing you with a description of the operations and procedures of DTC, the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”). These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them.

We are not responsible for these operations and procedures and urge you to contact the system or its participants directly to discuss these matters.

DTC has advised us that it is a limited-purpose trust company created to hold securities for its participating organizations and to facilitate the clearance and settlement of transactions in those securities between its participants through electronic book-entry changes in the accounts of these participants. These direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations. Access to DTC’s system is also indirectly available to other entities that clear through or maintain a direct or indirect custodial relationship with a direct participant. DTC may hold securities beneficially owned by other persons only through its participants and the ownership interests and transfers of ownership interests of these other persons will be recorded only on the records of the participants and not on the records of DTC.

DTC has also advised us that, in accordance with its procedures, upon deposit of the global notes, it will credit the accounts of the direct participants with an interest in the global notes, and it will maintain records of the ownership interests of these direct participants in the global notes and the transfer of ownership interests by and between direct participants.

DTC will not maintain records of the ownership interests of, or the transfer of ownership interests by and between, indirect participants or other owners of beneficial interests in the global notes. Both direct and indirect participants must maintain their own records of ownership interests of, and the transfer of ownership interests by and between, indirect participants and other owners of beneficial interests in the global notes.

Investors in the global notes may hold their interests in the New Notes directly through DTC if they are direct participants in DTC or indirectly through organizations that are direct participants in DTC. Investors in the global notes may also hold their interests in the New Notes through Euroclear and Clearstream if they are direct participants in those systems or indirectly through organizations that are participants in those systems. Euroclear and Clearstream will hold omnibus positions in the global notes on behalf of the Euroclear participants and the Clearstream participants, respectively, through customers’ securities accounts in Euroclear’s and Clearstream’s names on the books of their respective depositories. These depositories, in turn, will hold these positions in their names on the books of DTC. All interests in a global note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of those systems.

The laws of some states require that some persons take physical delivery in definitive certificated form of the securities that they own. This may limit or curtail the ability to transfer beneficial interests in a global note to these persons. Because DTC can act only on behalf of direct participants, which in turn act on behalf of indirect participants and others, the ability of a person having a beneficial interest in a global note to pledge its interest to persons or entities that are not direct participants in DTC or to otherwise take actions in respect of its interest, may be affected by the lack of physical certificates evidencing the interests.

Except as described below, owners of interests in the global notes will not have New Notes registered in their names, will not receive physical delivery of New Notes in certificated form and will not be considered the registered owners or holders of these New Notes under the indenture for any purpose.

Payments with respect to the principal of and interest on any New Notes represented by a global note registered in the name of DTC or its nominee on the applicable record date will be payable by the trustee to or at the direction of DTC or its nominee in its capacity as the registered holder of the global note representing these notes under the indenture. Under the terms of the indenture, we and the trustee will treat the persons in whose names the New Notes are registered, including New Notes represented by global notes, as the owners of the New Notes for the purpose of receiving payments and for any and all other purposes whatsoever. Payments in respect of the principal and interest on global notes registered in the name of DTC or its nominee will be payable by the trustee to DTC or its nominee as the registered holder under the indenture. Consequently, none of CGI, the trustee or any of our agents or the trustee’s agents has or will have any responsibility or liability for:

(1)

any aspect of DTC’s records or any direct or indirect participant’s records relating to, or payments made on account of, beneficial ownership interests in the global notes or for maintaining, supervising or reviewing any of DTC’s records or any direct or indirect participant’s records relating to the beneficial ownership interests in any global note; or

(2)

any other matter relating to the actions and practices of DTC or any of its direct or indirect participants.

DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the New Notes, including principal and interest, is to credit the accounts of the relevant participants with the payment on the payment date, in amounts proportionate to their respective holdings in the principal amount of beneficial interest in the security as shown on its records, unless it has reason to believe that it will not receive payment on the payment date. Payments by the direct and indirect participants to the beneficial owners of interests in the global note will be governed by standing instructions and customary practice and will be the responsibility of the direct or indirect participants and will not be the responsibility of DTC, the trustee or us.

Neither we nor the trustee will be liable for any delay by DTC or any direct or indirect participant in identifying the beneficial owners of the New Notes, and both we and the trustee may conclusively rely on, and will be protected in relying on, instructions from DTC or its nominee for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the New Notes.

Transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Cross-market transfers between the participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised us that it will take any action permitted to be taken by a holder of New Notes only at the direction of one or more participants to whose account DTC has credited the interests in the global notes and only in respect of the portion of the aggregate principal amount of the New Notes as to which the participant or participants has or have given that direction. However, if there is an event of default with respect to the New Notes, DTC reserves the right to exchange the global notes for legended notes in certificated form and to distribute them to its participants.

Although DTC, Euroclear and Clearstream have agreed to these procedures to facilitate transfers of interests in the global notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform these procedures and may discontinue them at any time. None of CGI, the trustee or any of our or the trustee’s agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their direct or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchanges of Book-Entry Notes for Certificated Notes

A global note will be exchangeable for definitive notes in registered certificated form if:

(1)

DTC notifies us that it is unwilling or unable to continue as depository for the global notes or has ceased to be a clearing agency registered under the Exchange Act and, in each case, we fail to appoint a successor depository within 120 days;

(2)

we are required by law to exchange global notes for definitive notes and we deliver a written notice to the trustee to such effect; or

(3)

there shall have occurred and be continuing an event of default with respect to the New Notes.

In all cases, certificated notes delivered in exchange for any global note or beneficial interests in a global note will be registered in the name, and issued in any approved denominations, requested by or on behalf of DTC, in accordance with its customary procedures.

Exchange of Certificated Notes for Book-Entry Notes

Initial Notes issued in certificated form may be exchanged for beneficial interests in the global note.

Same Day Settlement

We expect that the interests in the global notes will be eligible to trade in DTC’s Same-Day Funds Settlement System. As a result, secondary market trading activity in these interests will settle in immediately available funds, subject in all cases to the rules and procedures of DTC and its participants. We expect that secondary trading in any certificated notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a global note from a participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised us that cash received in Euroclear or Clearstream as a result of sales of interests in a global note by or through a Euroclear or Clearstream participant to a participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Payment

Payment of principal, interest and premium, if any, shall be made to the Holders of global notes through DTC in accordance with DTC’s applicable procedures, as described above. Payment of principal, interest and premium, if any, shall be made to Holders of certificated notes by wire transfer of immediately available funds to the accounts specified by the Holders of the certificated notes or, if no such account is specified, by mailing a check to each such Holder’s registered address.

PLAN OF DISTRIBUTION

Each broker-dealer who holds Initial Notes that are transfer restricted securities that were acquired for its own account as a result of market-making activities or other trading activities (other than transfer restricted securities acquired directly from us or any of our affiliates), may exchange such transfer restricted securities under the exchange offer.

Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer in exchange for Initial Notes acquired by such broker-dealer as a result of market making or other trading activities may be deemed to be an “underwriter” within the meaning of the U.S. Securities Act and, therefore, must deliver a prospectus meeting the requirements of the U.S. Securities Act in connection with any resales, offers to resell or other transfers of the New Notes received by it in connection with the exchange offer. Accordingly, each such broker-dealer must acknowledge that it will deliver a prospectus meeting the requirements of the U.S. Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the U.S. Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Initial Notes where such Initial Notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration of this exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sale of New Notes by broker-dealers. New Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an “underwriter” within the meaning of the U.S. Securities Act and any profit of any such resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the U.S. Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the U.S. Securities Act.

This prospectus does not qualify the New Notes for public distribution under the securities laws of any province or territory of Canada.

The New Notes will constitute a new issue of securities with no established trading market. We do not intend to apply to list any New Notes on any securities exchange or any automated quotation system.

U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of certain material U.S. federal income tax consequences relevant to the exchange of Initial Notes for New Notes pursuant to the exchange offer and the ownership and disposition of the New Notes by certain U.S. Holders, as defined below. This discussion is not a complete analysis or listing of all of the possible tax consequences of such transactions and does not address all tax considerations that might be relevant to you in light of your personal circumstances.

This discussion is limited to the U.S. federal income tax consequences to persons who are beneficial owners of the Initial Notes or New Notes and who hold the Initial Notes, and will hold the New Notes, as capital assets within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This discussion does not address the U.S. federal income tax consequences to investors subject to special treatment under the U.S. federal income tax laws, such as: dealers in securities or foreign currency; brokers; traders that mark-to-market their securities; tax-exempt entities; qualified retirement plans, individual retirement accounts and other tax-deferred accounts; banks; financial institutions; thrifts; insurance companies; persons that hold the Initial Notes and will hold the New Notes as part of a “straddle”, as part of a “hedge” against currency risk, or as part of a “conversion transaction;” U.S. Holders that have a “functional currency” other than the U.S. dollar; regulated investment companies; real estate investment trusts; expatriates and former long-term residents of the United States; persons subject to the alternative minimum tax; partnerships; other pass-through entities; investors in pass-through entities that hold the Initial Notes and will hold New Notes; and persons required for U.S. federal income tax purposes to conform the timing of income accruals with respect to their notes to their financial statements under Section 451 of the Code.

This discussion does not describe any tax consequences arising out of the tax laws of any state, local or non-U.S. jurisdiction, or any possible applicability of the U.S. federal gift or estate tax law.

If an entity or arrangement that is treated as a partnership or other pass-through entity for U.S. federal income tax purposes is a beneficial owner of the Initial Notes or New Notes, the tax treatment of an equity owner of such entity will generally depend upon the status of such owner and the activities of the entity. If you are an equity owner of a partnership or other pass-through entity for U.S. federal income tax purposes that will acquire the New Notes, you are urged to consult your own tax advisors regarding the U.S. federal income tax consequences of acquiring, owning, and disposing of the New Notes.

This summary is based upon existing provisions of the Code, final, temporary, and proposed Treasury Regulations thereunder, and current administrative rulings and practice, judicial decisions, and interpretations of the foregoing, all as in effect on the date hereof. All of the foregoing are subject to change, possibly on a retroactive basis, and any such change could affect the continuing validity of this discussion. This discussion is not binding on the U.S. Internal Revenue Service (the “Service”) and we have not sought and will not seek any rulings from the Service regarding the matters discussed below. There can be no assurance that the Service will not take positions that are different from those discussed below or that a U.S. court will not sustain such a challenge.

The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of the Initial Notes or New Notes and no opinion or representation with respect to the U.S. federal income tax consequences to any such holder or prospective holder is made.

YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISORS CONCERNING THE APPLICATION OF U.S. FEDERAL INCOME, MEDICARE, ESTATE AND GIFT TAX LAWS, TO YOUR PARTICULAR CIRCUMSTANCES AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

U.S. Holders

For purposes of the following discussion, a “U.S. Holder” is a beneficial owner of an Initial Note or New Note that is, for U.S. federal income tax purposes:

•

an individual who is a citizen or resident of the United States;

•

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia;

•

an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

•

a trust, if (i) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

The Exchange Offer

The exchange of Initial Notes for New Notes pursuant to the exchange offer should not constitute a taxable exchange for U.S. federal income tax purposes because the New Notes should not be considered to differ materially from the Initial Notes. Accordingly, U.S. Holders who exchange their Initial Notes for New Notes in connection with the exchange offer should not recognize any taxable gain or loss as a result of such exchange and any such U.S. Holder will have the same tax basis and holding period in the New Notes as it had in the Initial Notes immediately before the exchange. You are urged to consult your own tax advisors regarding the particular U.S. federal, state, local, non-U.S. and other tax law consequences of exchanging your Initial Notes for New Notes in connection with the exchange offer.

Contingent payments

As described under the headings “Description of the New Notes—Change of Control Repurchase Event” and “Description of the New Notes—Optional Redemption” in certain circumstances, additional payments may be made with respect to the New Notes in excess of the stated principal and interest. It is possible that our obligation to make additional payments on the New Notes could implicate the provisions of Treasury Regulations relating to “contingent payment debt instruments.” If the New Notes were characterized as contingent payment debt instruments, you might, among other things, be required to accrue interest income at a higher rate than the stated interest rate on the New Notes and to treat any gain recognized on the sale or other disposition of a note as ordinary income rather than as capital gain.

We intend to take the position that the likelihood of additional payments on the New Notes is remote or incidental, and thus, that the New Notes should not be treated as contingent payment debt instruments. Our determination that these contingencies are remote or incidental is binding on you unless you disclose your contrary position in the manner required by applicable Treasury Regulations. Our determination, however, is not binding on the Service, and if the Service were to challenge this determination, you might be required to treat income realized on the taxable disposition of a note before the resolution of the contingencies as ordinary income rather than capital gain. If a contingency occurs, it would affect the amount and timing of the income that you recognize. If any contingent amounts are in fact paid, you will be required to recognize such amounts as income.

The remainder of this disclosure assumes that our determination that the contingencies are remote or incidental is correct. The Treasury Regulations applicable to contingent payment debt instruments have not been the subject of authoritative interpretation, however, and the scope of the regulations is not certain. You are urged to consult your own tax advisors regarding the possible application of the contingent payment debt instrument rules to the New Notes.

Payments of interest

You will be taxed on qualified stated interest (as defined below) on your note as ordinary income at the time it accrues or is received, in accordance with your method of accounting for U.S. federal income tax purposes. In addition to interest on the New Notes, you will be required to include in income any additional amounts we may pay to cover any Canadian taxes withheld from interest payments. As a result, you may be required to include more interest in gross income than the amount of cash you actually receive.

The term “qualified stated interest” generally means stated interest that is unconditionally payable at least annually at a single fixed rate (or at certain qualifying floating rates). Stated interest on the Notes will be treated as qualified stated interest.

Interest paid on the New Notes will generally constitute foreign source income and, for purposes of computing the U.S. foreign tax credit, generally will be considered either “passive category income.” You may be entitled to deduct or claim a U.S. foreign tax credit for Canadian withholding taxes (if any) withheld from interest payments on the New Notes, subject to applicable limitations in the Code. The rules governing the U.S. foreign tax credit are complex, and you are urged to consult your tax advisor regarding the availability of claiming a U.S. foreign tax credit under your particular circumstances.

Original issue discount

It is not expected that the New Notes will be issued with original issue discount (“OID”). If, however, the stated redemption price at maturity of a note exceeds its issue price by more than a de minimis amount, you will be required to treat such excess amount as OID, which is treated for U.S. federal income tax purposes as accruing over the term of the note as interest income to you in accordance with a constant yield method based on a compounding of interest before the receipt of cash payments attributable to this income. Your adjusted tax basis in a note would be increased by the amount of any OID included in your gross income. In compliance with Treasury Regulations, if we determine that the New Notes have OID, we will provide certain information to the Service and/or you that is relevant to determining the amount of OID in each accrual period.

Sale, exchange, redemption, retirement or other taxable disposition of the New Notes

Upon the sale, exchange, redemption, retirement or other taxable disposition of a note, you generally will recognize gain or loss in an amount equal to the difference between (i) the sum of cash plus the fair market value of any property received on such disposition (other than any amount received that is attributable to accrued but unpaid interest not previously included in income, which will be taxable as ordinary interest income), and (ii) your adjusted tax basis in the note at the time of sale, exchange, redemption, retirement or other taxable disposition. Your adjusted tax basis in a note generally will be the amount that you paid for the note. Gain or loss recognized on the sale, exchange, redemption, retirement or other taxable disposition of a note generally will constitute capital gain or loss and will be long-term capital gain or loss if you have held the note for more than one year. Non-corporate U.S. Holders may be entitled to reduced rates of U.S. federal income taxation on net long-term capital gains. The deductibility of capital losses is subject to limitations.

Gain or loss on the sale, exchange, redemption, retirement or other taxable disposition of a note generally will be treated as U.S. source income or loss for U.S. federal income tax purposes and for purposes of computing the U.S. foreign tax credit allowable to you, unless such gain or loss is attributable to an office or other fixed place of business outside of the United States and certain other conditions are met.

Additional tax on unearned income

Certain U.S. Holders that are individuals, estates and trusts are required to pay 3.8 percent tax on “net investment income” (or in the case of an estate or trust, “undistributed net investment income”), which generally includes, among other things, interest on, and capital gains from the sale or other disposition of the New Notes, subject to certain limitations and exceptions. You are urged to consult your own tax advisors regarding the applicability of this additional tax to your ownership and disposition of the New Notes.

Information reporting and backup withholding

Payments of interest on a note made within the United States (including payments made by wire transfer from outside the United States to an account you maintain in the United States) and a payment of the proceeds from the sale, exchange, redemption, retirement or other taxable disposition of a note effected at a U.S. office of a broker generally will be subject to information reporting. Backup withholding, currently at the rate of 24%, will generally apply if you (a) fail to furnish your correct taxpayer identification number (generally on an IRS Form W-9), (b) furnish an incorrect taxpayer identification number, (c) are notified by the Service that you have previously failed to report properly items subject to backup withholding, (d) fail to certify, under penalty of perjury, that you have furnished your correct taxpayer identification number and that the Service has not notified you that you are subject to backup withholding, or (e) otherwise fail to comply with the applicable requirements of the backup withholding rules. If you are a corporation or a person that is not a U.S. person, you may be exempt from information reporting and backup withholding requirements, provided that you establish your exemption by certifying your status on the appropriate IRS Form W-8 or IRS Form W-9 (or a successor form), as applicable.

Backup withholding is not an additional U.S. federal income tax. Any amounts withheld under the U.S. backup withholding rules will be allowed as a credit against your U.S. federal income tax liability, if any, or will be refunded to the extent it exceeds such liability, if you furnish required information to the Service in a timely manner.

THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON YOUR PARTICULAR SITUATION. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES TO YOU OF THE EXCHANGE OF INITIAL NOTES FOR NEW NOTES INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. OR OTHER TAX LAWS.

CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In this summary of Canadian federal income tax considerations, a reference to “notes” includes Initial Notes and New Notes by reference unless the context otherwise requires.

The following is, as of the date hereof, a summary of certain material Canadian federal income tax considerations generally applicable to holders of Initial Notes who, as beneficial owners, exchange Initial Notes for New Notes pursuant to the exchange offer and who, at all relevant times, for the purposes of the Income Tax Act (Canada) (the “Canadian Tax Act”) and any applicable income tax treaty or convention (i) are not, and are not deemed to be, resident in Canada, (ii) hold the notes as capital property, (iii) are entitled, as beneficial owners, to receive all payments made in respect of the notes (including all principal and interest), (iv) deal at arm’s length with CGI, any subsidiary or successor thereof, the initial purchasers, and with any transferees resident in Canada to whom the holders dispose of notes, (v) are neither “specified shareholders” of CGI nor persons who do not deal at arm’s length with “specified shareholders” of CGI for purposes of the “thin capitalization” rules contained in the Canadian Tax Act, (vi) do not use or hold, and are not deemed to use or hold, the notes in, or in connection with, a trade or business carried on, or deemed to be carried on, in Canada, (vii) are not insurers that carry on an insurance business in Canada and elsewhere within the meaning of the Canadian Tax Act and (viii) are not “authorized foreign banks” as defined in the Canadian Tax Act. Holders who satisfy all of the foregoing requirements are referred to as “Holder” or “Holders” in this summary of Canadian federal income tax considerations, and this summary only addresses such Holders.

This summary is based upon the current provisions of the Canadian Tax Act and the regulations thereunder and on our understanding of the current published administrative and assessing practices and policies of the Canada Revenue Agency. This summary takes into account all specific proposals to amend the Canadian Tax Act and the regulations thereunder publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”). However, no assurance can be given that the Proposed Amendments will be enacted as proposed or at all. This summary is not exhaustive of all Canadian federal income tax considerations and, except as mentioned above, does not take into account or anticipate any change in the law or any change in the administrative or assessing practices and policies of the Canada Revenue Agency whether by legislative, regulatory, administrative or judicial action. This summary does not take into account foreign (i.e. non-Canadian) tax considerations or Canadian local, provincial or territorial tax considerations, which may vary significantly from the Canadian federal income tax considerations described herein.

The exchange of the Initial Notes for the New Notes by a Holder pursuant to the exchange offer should not, in and of itself, give rise to capital gain or loss for the purposes of the Canadian Tax Act as the New Notes will have terms substantially identical to the terms of the Initial Notes (with certain exceptions as noted under “Summary of Terms of the New Notes” under “Summary of Terms of the Exchange Offer” in the prospectus summary), evidence the same continuing indebtedness as the Initial Notes and not constitute new indebtedness.

Under the Canadian Tax Act, interest, principal or premium, if any, paid or credited, or deemed to be paid or credited, by the Company to a Holder on the notes, and any proceeds of disposition received by a Holder on the disposition of a note including on redemption or repayment at maturity, will be exempt from Canadian withholding tax. No other taxes on income (including taxable capital gains) will be payable under the Canadian Tax Act by a Holder on interest, principal, discount or premium, or on the proceeds received by a Holder on the disposition of a note including on redemption or payment on maturity, solely as a consequence of the acquisition, holding or disposition (including on redemption or repayment at maturity) of the notes.

Each of these summaries under the sections “U.S. Federal Income Tax Considerations” and “Canadian Federal Income Tax Considerations” is of a general nature only and is not intended to be, and should not be construed to be, legal or tax advice to any particular holder, (including a “Holder” as defined above), and no representation is made with respect to the tax consequences to any particular holder. Accordingly, all holders should consult their own tax advisors for advice with respect to the tax considerations relevant to them having regard to their particular circumstances.

EXPERTS

The consolidated financial statements of the Company as at September 30, 2021 and 2020 and for each of the years then ended and management’s assessment of the effectiveness of internal control over financial reporting (which is included in management’s report on internal control over financial reporting) as of September 30, 2021 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

LEGAL MATTERS

Certain legal matters relating to U.S. law will be passed upon for us by Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, NY. Certain legal matters relating to Canadian law will be passed upon for us by Fasken Martineau DuMoulin LLP, Montréal, Quebec.

As of the date of this prospectus, the partners and associates of Fasken Martineau DuMoulin LLP, as a group, own directly or indirectly, less than 1% of each class of outstanding securities of the Company.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

The following documents have been filed with the SEC as part of the registration statement of which this prospectus is a part:

•

The documents listed as being incorporated by reference in this prospectus under the heading “Incorporation of Certain Documents by Reference”;

•

The indenture relating to the Notes;

•

The registration rights agreement relating to the Initial Notes;

•

Consent of counsel;

•

Consent of auditors of CGI;

•

Powers of attorney (included on the signature pages of the registration statement);

•

The statement of eligibility of the trustee on Form T-1;

•

The form of letter of transmittal; and

•

The form of notice of guaranteed delivery.

PART II

INFORMATION NOT REQUIRED TO BE DELIVERED TO

OFFEREES OR PURCHASERS

Indemnification of Directors and Officers

Under the Business Corporations Act (Quebec) (the “QBCA”), the Registrant must indemnify a director or officer of the Registrant, a former director or officer of the Registrant, a mandatary, or any other person who acts or acted at the Registrant’s request as a director or officer of another group, against all costs, charges and expenses reasonably incurred in the exercise of their functions, including an amount paid to settle an action or satisfy a judgment, or arising from any investigative or other proceeding in which the person is involved if (1) the person acted with honesty and loyalty in the interest of the Registrant or, as the case may be, in the interest of the other group for which the person acted as director or officer or in a similar capacity at the Registrant’s request; and (2) in the case of a proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that his or her conduct was lawful. The Registrant must also advance moneys to such a person for the costs, charges and expenses of a proceeding referred to above. In the event that a court or any other competent authority judges that the conditions set out in (1) and (2) are not fulfilled, the Registrant may not indemnify the person and the person must repay to the Registrant any moneys advanced for such purposes. Furthermore, the Registrant may not indemnify such person if the court determines that the person has committed an intentional or gross fault. In such a case, the person must repay to the Registrant any moneys advanced. The Registrant may also, with the approval of the court, in respect of an action by or on behalf of it or any other group as referred to above, against such a person, advance the necessary moneys to the person or indemnify the person against all costs, charges and expenses reasonably incurred by the person in connection with the action, if the person fulfills the conditions set out in this paragraph.

In addition to the provisions of the QBCA, pursuant to the Registrant’s by-laws it may subscribe, for the benefit of its current or former directors or officers or any other person who has assumed or shall assume any liability on behalf of the Registrant or any corporation controlled by the Registrant, to insurance covering the liability such persons incur for having acted in such capacity, with the exception of liability arising out of such persons’ own negligence or personal fault separable from the performance of such persons’ duties.

The Registrant maintains insurance policies relating to certain liabilities that its directors and officers may incur in such capacity.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

II-1

EXHIBITS


Exhibit No.		Description

1.1		Form of Letter of Transmittal.

1.2		Form of Notice of Guaranteed Delivery.

2.1		Registration Rights Agreement dated as of September 14, 2021 among CGI Inc. and J.P. Morgan Securities LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, HSBC Securities (USA) Inc., PNC Capital Markets LLC, CIBC World Markets Corp., National Bank of Canada Financial Inc., RBC Capital Markets, LLC, BMO Capital Markets Corp., Citigroup Global Markets Inc., SG Americas Securities, LLC, BNP Paribas Securities Corp. and Credit Agricole Securities (USA) Inc.

4.1		Annual information form of the Registrant for the fiscal year ended September 30, 2021 (incorporated by reference to Exhibit 99.1 of the Registrant’s Form 40-F filed with the Securities and Exchange Commission on December 17, 2021 (Commission File No. 000-29716, the “Form 40-F”)).

4.2		Management’s discussion and analysis of the Registrant for the fiscal years ended September 30, 2021 and 2020, dated November 10, 2021 (incorporated by reference to Exhibit 99.3 of the Form 40-F).

4.3		Audited annual consolidated financial statements, and the related notes thereto, of the Registrant for the fiscal years ended September 30, 2021 and 2020, the related management’s report on internal control over financial reporting, and the report of independent registered public accounting firm thereon (incorporated by reference to Exhibit 99.2 of the Form 40-F).

4.4		Management’s discussion and analysis of the Registrant for the three and six months ended March 31, 2022 and 2021 (incorporated by reference to Exhibit 99.1 of the Registrant’s Form 6-K, furnished to the Commission on April 27, 2022).

4.5		Interim condensed consolidated financial statements (unaudited), and the related notes thereto, of the Registrant for the three and six months ended March 31, 2022 and 2021 (incorporated by reference to Exhibit 99.2 of the Registrant’s Form 6-K, furnished to the Commission on April 27, 2022).

4.6		Management proxy circular of the Registrant dated December 7, 2021 for the annual meeting of shareholders held on February 2, 2022 (incorporated by reference to Exhibit 99.2 of the Registrant’s Form 6-K, furnished to the Commission on December 17, 2021).

5.1		Consent of PricewaterhouseCoopers LLP.

5.2		Consent of Fasken Martineau DuMoulin LLP, Canadian counsel to the Registrant.

6.1		Powers of Attorney (included on the signature pages of this Registration Statement on Form F-10).

7.1		Indenture, dated as of September 14, 2021 between CGI Inc., as issuer, and Computershare Trust Company, N.A., as trustee.

7.2		Statement of Eligibility of the Trustee of Form T-1.

107		Filing Fee Table.

II-2

PART III

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertaking

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to this Form F-10 or to transactions in said securities.

Item 2. Consent to Service of Process

(a) Concurrently with the filing of this Registration Statement on Form F-10, the Registrant has filed with the Commission a written irrevocable consent and power of attorney on Form F-X.

(b) Any change to the name or address of the agent for service of the Registrant shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montreal, Province of Quebec, Country of Canada on this 27^th day of April, 2022.


CGI INC.

By:		/s/ George D. Schindler
		Name: George D. Schindler
		Title: President and Chief Executive Officer

POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George D. Schindler or François Boulanger, or any of them, his or her true and lawful attorneys-in-fact and agents, each of whom may act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents and in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents or any of them or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ George D. Schindler George D. Schindler	President and Chief Executive Officer and Director (Principal Executive Officer)	April 27, 2022

/s/ François Boulanger François Boulanger	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	April 27, 2022

/s/ Steve Perron Steve Perron	Senior Vice President and Corporate Controller (Principal Accounting Officer)	April 27, 2022

/s/ Serge Godin Serge Godin	Founder and Executive Chairman of the Board and Director	April 27, 2022

/s/ Julie Godin Julie Godin	Co-Chair of the Board, Executive Vice-President, Strategic Planning and Corporate Development and Director	April 27, 2022

/s/ André Imbeau André Imbeau	Founder and Advisor to the Executive Chairman of the Board and Director	April 27, 2022


Signature	Title	Date

/s/ Alain Bouchard Alain Bouchard	Director	April 27, 2022

/s/ George A. Cope George A. Cope	Director	April 27, 2022

/s/ Paule Doré Paule Doré	Director	April 27, 2022

/s/ Gilles Labbé Gilles Labbé	Director	April 27, 2022

/s/ Michael B. Pedersen Michael B. Pedersen	Director	April 27, 2022

/s/ Stephen S. Poloz Stephen S. Poloz	Director	April 27, 2022

/s/ Mary G. Powell Mary G. Powell	Director	April 27, 2022

/s/ Alison C. Reed Alison C. Reed	Director	April 27, 2022

/s/ Michael E. Roach Michael E. Roach	Director	April 27, 2022

/s/ Kathy N. Waller Kathy N. Waller	Director	April 27, 2022

/s/ Joakim Westh Joakim Westh	Director	April 27, 2022

/s/ Frank Witter Frank Witter	Director	April 27, 2022

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of CGI Inc. in the United States, on this 27^th day of April, 2022.


CGI TECHNOLOGIES AND SOLUTIONS INC.

By:		/s/ Benoit Dubé
		Name: Benoit Dubé
		Title: Executive Vice-President, Legal and Economic Affairs, and Corporate Secretary

EX-1.1 2 d353927dex11.htm EX-1.1 EX-1.1

Exhibit 1.1

LETTER OF TRANSMITTAL

CGI INC.

OFFER TO EXCHANGE US$600,000,000 AGGREGATE PRINCIPAL AMOUNT OF 1.450% NOTES DUE

2026 ISSUED ON SEPTEMBER 14, 2021

(CUSIP/ISIN NUMBERS: 12532H AA2/US12532HAA23; C2R71L AA9/USC2R71LAA96)

FOR AN EQUIVALENT AGGREGATE PRINCIPAL AMOUNT OF 1.450% NOTES DUE 2026

(CUSIP/ISIN NUMBER: 12532H AC8/US12532HAC88)

AND

US$400,000,000 AGGREGATE PRINCIPAL AMOUNT OF 2.300% NOTES DUE 2031 ISSUED ON

SEPTEMBER 14, 2021

(CUSIP/ISIN NUMBERS: 12532H AD6/ US12532HAD61; C2R71L AB7/USC2R71LAB79)

FOR AN EQUIVALENT AGGREGATE PRINCIPAL AMOUNT OF 2.300% NOTES DUE 2031

(CUSIP/ISIN NUMBER: 12532H AF1/ US12532HAF10)

Pursuant to the Prospectus dated , 2022,

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 p.m., NEW YORK CITY TIME, ON , 2022 UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. WHERE THE EXPIRATION DATE HAS BEEN EXTENDED, TENDERS PURSUANT TO THE EXCHANGE OFFER AS OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE MAY NOT BE WITHDRAWN AFTER THE DATE OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE.

DELIVERY TO:

Computershare Trust Company, N.A., Exchange Agent

By Regular Mail or Overnight Courier:

Computershare Corporate Trust US

Attention: Transfer Legend CDS

462 South 4th Street, Suite 1600

Louisville, KY 40202

For Information Email:

corporate.trust@computershare.com

Delivery of this Letter of Transmittal to an address other than as set forth above, or transmission of this Letter of Transmittal via facsimile to a number other than as set forth above, will not constitute a valid delivery. Please read the instructions set forth in this Letter of Transmittal carefully before completing any box below.

The undersigned acknowledges that he, she or it has received this Letter of Transmittal (the “Letter”) and the Prospectus, dated , 2022 (the “Prospectus”), of CGI Inc. (the “Issuer”) relating to its offer to exchange up to US$600,000,000 aggregate principal amount of its 1.450% Notes due 2026 (the “New 2026 Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for an equivalent principal amount of its issued and outstanding 1.450% Notes due 2026 (the “Initial 2026 Notes”) and up to US$400,000,000 aggregate principal amount of its 2.300% Notes due 2031 (the “New 2031 Notes”, and, together with the New 2026 Notes, the “New Notes”), which have been registered under the Securities Act, for an equivalent principal amount of its issued and outstanding 2.300% Notes due 2031 (the “Initial 2031 Notes”, and, together with the Initial 2026 Notes, the “Initial Notes”), in each case, by the registered holders thereof (“Holders”). The Prospectus and this Letter together constitute the Issuer’s offers to exchange (the “Exchange Offer”) its New Notes for an equivalent principal amount of its Initial Notes, from the Holders.

As described herein, all Initial Notes properly tendered for exchange will either be exchanged for New Notes or will be returned promptly after the termination or withdrawal of the Exchange Offer. For each Initial Note accepted for exchange, the Holder of such Initial Note will receive a New Note having a principal amount equal to that of, and representing the same indebtedness of that represented by, the surrendered Initial Note. The New Notes will accrue interest from the last interest payment date on which interest was paid on the Initial Notes or, if no interest has been paid on the Initial Notes, from the issue date of the Initial Notes. Accordingly, registered Holders of New Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the last interest payment date on which interest was paid or, if no interest has been paid, from the issue date of the Initial Notes. Initial Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Holders of Initial Notes whose Initial Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Initial Notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the Exchange Offer.

This Letter is to be completed by a Holder of Initial Notes if a tender of Initial Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (“DTC”) (the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in “Exchange Offer—Terms of the Exchange Offer—Book-Entry Transfer” section of the Prospectus. Holders of Initial Notes who are unable to deliver confirmation of the book-entry tender of their Initial Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility (a “Book-Entry Confirmation”) and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date, must tender their Initial Notes according to the guaranteed delivery procedures set forth in “Exchange Offer—Terms of the Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus. See Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

DELIVERY OF THE AGENT’S MESSAGE BY DTC, EUROCLEAR OR CLEARSTREAM WILL SATISFY THE TERMS OF THE EXCHANGE OFFER AS TO EXECUTION AND DELIVERY OF A LETTER OF TRANSMITTAL BY THE PARTICIPANT IDENTIFIED IN THE AGENT’S MESSAGE. DTC PARTICIPANTS MAY ALSO ACCEPT THE EXCHANGE OFFER BY SUBMITTING A NOTICE OF GUARANTEED DELIVERY THROUGH ATOP.

List below the Initial Notes to which this Letter relates. If the space provided below is inadequate, the

principal amount of Initial Notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF INITIAL NOTES


(1) Name(s) and Address(es) of Registered Holder(s) of Initial Notes, Exactly as the Name of the Participant Appears on the Book-Entry Transfer Facility’ Security Position Listing (Please fill in, if blank)	(2) Aggregate Principal Amount		(3) Principal Amount of Initial Note(s) Tendered*



		TOTAL

Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Initial Notes represented by the Initial Notes indicated in column 2. Initial Notes tendered hereby must be in denominations of principal amount of US$2,000 and any integral multiple of US$1,000 in excess thereof. See Instruction 1.

☐	CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

DTC Account Number:

Transaction Code Number:

Date Tendered or Delivered:

BY CREDITING THE INITIAL NOTES TO THE EXCHANGE AGENT’S ACCOUNT WITH THE BOOK-ENTRY TRANSFER FACILITY’S ATOP AND BY COMPLYING WITH THE APPLICABLE ATOP PROCEDURES WITH RESPECT TO THE EXCHANGE OFFER, THE HOLDER OF THE NOTES ACKNOWLEDGES AND AGREES TO BE BOUND BY THE TERMS OF THIS LETTER OF TRANSMITTAL AND CONFIRMS ON BEHALF OF ITSELF AND THE BENEFICIAL OWNER OF SUCH INITIAL NOTES ALL PROVISIONS OF THIS LETTER OF TRANSMITTAL APPLICABLE TO IT AND SUCH BENEFICIAL OWNERS AS FULLY AS IF SUCH BENEFICIAL OWNERS HAD COMPLETED THE INFORMATION REQUIRED HEREIN AND EXECUTED AND TRANSMITTED THIS LETTER OF TRANSMITTAL.

☐	CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):

Window Ticket Number (if any):

Date of Execution of Notice of Guaranteed Delivery: 2022

Name of Institution That Guaranteed Delivery:

DTC Account Number:

Transaction Code Number:

☐

CHECK HERE IF YOU ARE A BROKER-DEALER ENTITLED, PURSUANT TO THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT REFERRED TO IN THE PROSPECTUS, TO RECEIVE, AND WISH TO RECEIVE, 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO WITHIN THE EARLIER OF (I) 180 DAYS FROM THE DATE ON WHICH THE EXCHANGE OFFER REGISTRATION STATEMENT (AS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT REFERENCED IN THE PROSPECTUS) IS DECLARED EFFECTIVE AND (II) THE DATE ON WHICH A BROKER-DEALER IS NO LONGER REQUIRED TO DELIVER A PROSPECTUS IN CONNECTION WITH MARKET-MAKING OR OTHER TRADING ACTIVITIES.

Name:

Address:

IF THE UNDERSIGNED IS NOT A BROKER-DEALER, THE UNDERSIGNED REPRESENTS THAT IT IS NOT PARTICIPATING IN, AND DOES NOT INTEND TO PARTICIPATE IN, A DISTRIBUTION OF NEW NOTES. IF THE UNDERSIGNED IS A BROKER-DEALER THAT WILL RECEIVE NEW NOTES FOR ITS OWN ACCOUNT IN EXCHANGE FOR INITIAL NOTES THAT WERE ACQUIRED AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES, IT ACKNOWLEDGES AND REPRESENTS THAT IT WILL DELIVER A PROSPECTUS MEETING THE REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALES OF SUCH NEW NOTES, WHICH PROSPECTUS DELIVERY REQUIREMENT MAY BE SATISFIED BY THE DELIVERY BY SUCH BROKER-DEALER OF THE PROSPECTUS; HOWEVER, BY SO ACKNOWLEDGING AND REPRESENTING AND BY DELIVERING SUCH A PROSPECTUS THE UNDERSIGNED WILL NOT BE DEEMED TO ADMIT THAT IT IS AN “UNDERWRITER” WITHIN THE MEANING OF THE SECURITIES ACT. IF THE UNDERSIGNED IS A BROKER-DEALER THAT WILL RECEIVE NEW NOTES, IT REPRESENTS THAT THE INITIAL NOTES TO BE EXCHANGED FOR THE NEW NOTES WERE ACQUIRED AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES. IN ADDITION, SUCH BROKER-DEALER REPRESENTS THAT IT IS NOT ACTING ON BEHALF OF ANY PERSON WHO COULD NOT TRUTHFULLY MAKE THE FOREGOING REPRESENTATIONS.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer the aggregate principal amount of Initial Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Initial Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the applicable Issuer all right, title and interest in and to such Initial Notes as are being tendered hereby.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the undersigned’s true and lawful agent and attorney-in-fact with respect to such tendered Initial Notes, with full power of substitution, among other things, to cause the Initial Notes to be assigned, transferred and exchanged.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Initial Notes, and to acquire New Notes issuable upon the exchange of such tendered Initial Notes, and that, when such Initial Notes are accepted for exchange, the Issuer will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Issuer. The undersigned hereby further represents and warrants that any New Notes acquired in exchange for Initial Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned, that neither the Holder of such Initial Notes nor any such other person is participating in, intends to participate in or has an arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of Initial Notes or New Notes, that neither the Holder of such Initial Notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuer and that neither the Holder of such Initial Notes nor such other person is acting on behalf of any person who could not truthfully make the foregoing representations and warranties.

The undersigned acknowledges that this Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the “SEC”), as set forth in no-action letters issued to third parties, that the New Notes issued pursuant to the Exchange Offer in exchange for the Initial Notes may be offered for resale, resold and otherwise transferred by Holders thereof (other than any such Holder that is a broker-dealer or an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such Holder’s business, at the time of commencement of the Exchange Offer such Holder has no arrangement or understanding with any person to participate in a distribution of such New Notes, and such Holder is not engaged in, and does not intend to engage in, a distribution of such New Notes. However, the SEC has not considered the Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes and has no arrangement or understanding to participate in a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Initial Notes, it represents that the Initial Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such New Notes, which prospectus delivery requirement may be satisfied by the delivery by such broker-dealer of the Prospectus; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The SEC has taken the position that such broker-dealers may fulfill their prospectus delivery requirements with respect to the New Notes (other than a resale of New Notes received in exchange for an unsold allotment from the original sale of the Initial Notes) with the Prospectus. The Prospectus, as it may be amended or supplemented from time to time, may be used by certain broker-dealers (as specified in the Registration Rights Agreement referenced in the Prospectus) (“Participating Broker-Dealers”) for a period of time, starting on the Expiration Date and ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement referenced in the Prospectus) is declared effective and (ii) the date on which Participating Broker-Dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities. The Issuer has agreed that, for such period of time, it shall provide sufficient copies of the latest version of the Prospectus to such a broker-dealer which elects to exchange Initial Notes, acquired for its own account as a result of market making or other trading activities, for New Notes pursuant to the Exchange Offer for use in connection with any resale of such New Notes. By accepting the Exchange Offer, each broker-dealer that receives New Notes pursuant to the Exchange Offer acknowledges and agrees to notify the Issuers prior to using the Prospectus in connection with the sale or transfer of New Notes and that, upon receipt of notice from the Issuer of the happening of any event which makes any statement in the Prospectus untrue in any material respect or which requires the making of any changes in the Prospectus in order to make the statements therein (in light of the circumstances under which they were made) not misleading, such broker-dealer will suspend use of the Prospectus until (i) the Issuer has amended or supplemented the Prospectus to correct such misstatement or omission and (ii) the Issuer has furnished copies of the amended or supplemented Prospectus to such broker-dealer or, if the Issuer has not otherwise agreed to furnish such copies and decline to do so after such broker-dealer so requests, such broker-dealer has obtained a copy of such amended or supplemented Prospectus as filed with the SEC. Except as described above, the Prospectus may not be used for or in connection with an offer to resell, a resale or any other retransfer of New Notes. A broker-dealer that acquired Initial Notes in a transaction other than as part of its market-making activities or other trading activities will not be able to participate in the Exchange Offer.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuer to be necessary or desirable to complete the sale, assignment and transfer of the Initial Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “Exchange Offer—Terms of the Exchange Offer—Withdrawal of Tenders” section of the Prospectus.

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please credit the account indicated above maintained at the Book-Entry Transfer Facility.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF INITIAL NOTES” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE INITIAL NOTES AS SET FORTH IN SUCH BOX ABOVE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

PLEASE SIGN HERE

(TO BE COMPLETED BY ALL TENDERING HOLDERS)


SIGNATURE(S) OF OWNER:		DATE:		, 2022

Area Code and Telephone Number:

If a Holder is tendering an Initial Note, this Letter must be signed by the registered Holder(s) as the name(s) appear(s) on the certificate(s) for the Initial Note or by any person(s) authorized to become registered Holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 2.

Name(s):

(PLEASE TYPE OR PRINT)

Capacity:

Address:

SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 2) SIGNATURE(S) GUARANTEED BY AN ELIGIBLE INSTITUTION:

(AUTHORIZED SIGNATURE)

(TITLE)

(NAME AND FIRM)

DATED: , 2022

(PLEASE COMPLETE, AS APPROPRIATE, ACCOMPANYING IRS FORM W-9.)

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 2, 3 and 4)

To be completed ONLY if Initial Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.


Issue: New Notes and/or Initial Notes to:
		(Please Type or Print)

Name(s) and Taxpayer Identification or Social Security Number(s):

(Please Type or Print)

Address:
(Zip Code)
(Complete, as appropriate, IRS Form W-9)

☐	Credit unexchanged Initial Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below:

(Book-Entry Transfer Facility Account Number, if Applicable)

IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 1.450% NOTES DUE 2026 ISSUED ON SEPTEMBER 14, 2021 OF CGI INC. FOR 1.450% NOTES DUE 2026 of CGI INC. THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY AND ALL OUTSTANDING 2.300% NOTES DUE 2031 ISSUED ON SEPTEMBER 14, 2021 OF CGI INC. FOR 2.300% NOTES DUE 2031 OF CGI INC. THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Delivery of this Letter and notes; guaranteed delivery procedures. This Letter is to be completed by Holders of Initial Notes if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the “Exchange Offer—Terms of the Exchange Offer—Book-Entry Transfer” section of the Prospectus. Book-Entry Confirmation, as well as a properly completed and duly executed Letter (or manually signed facsimile hereof) and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below. Initial Notes tendered hereby must be in denominations of principal amount of US$2,000 and any integral multiple of US$1,000 in excess thereof.

Holders who cannot complete the procedure for book-entry transfer on a timely basis may tender their Initial Notes pursuant to the guaranteed delivery procedures set forth in the “Exchange Offer—Terms of the Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined herein), (ii) prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Issuers (by facsimile transmission, mail or hand delivery), setting forth the name and address of the Holder of Initial Notes and the amount of Initial Notes tendered, stating that the tender is being made thereby and guaranteeing that within two New York Stock Exchange (“NYSE”) trading days after the date of execution of the Notice of Guaranteed Delivery a Book-Entry Confirmation and any other documents required by this Letter will be deposited by the Eligible Institution with the Exchange Agent, and (iii) a Book-Entry Confirmation and all other documents required by this Letter, are received by the Exchange Agent within two NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

The method of delivery of this Letter and all or any other required documents is at the election and risk of the tendering Holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If this Letter and all other required documents are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. See the “Exchange Offer—Terms of the Exchange Offer” section of the Prospectus.

Signatures on this Letter; bond powers; guarantee of signatures. If this Letter is signed by a participant in the Book-Entry Facility, the signature must correspond exactly with the name as it appears on the security position listing of the Holders of the Initial Notes.

If any tendered Initial Notes are owned of record by two or more joint owners, all of such owners must sign this Letter.

If this Letter is signed by registered Holder(s) of the Initial Notes specified herein and tendered thereby, no separate bond powers are required unless the New Notes are to be issued, or untendered Initial Notes are to be reissued, to a person other than the registered Holder. Signatures on such bond power(s) must be guaranteed by an Eligible Institution.

If this Letter or any bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the applicable Issuers, proper evidence satisfactory to such Issuer of their authority to so act must be submitted.

SIGNATURES ON BOND POWERS REQUIRED BY THIS INSTRUCTION 2 MUST BE GUARANTEED BY A FIRM WHICH IS A BANK, BROKER, DEALER, CREDIT UNION, SAVINGS ASSOCIATION OR OTHER ENTITY WHICH IS A MEMBER IN GOOD STANDING OF A RECOGNIZED MEDALLION PROGRAM APPROVED BY THE SECURITIES TRANSFER ASSOCIATION INC., INCLUDING THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”), THE STOCK EXCHANGE MEDALLION PROGRAM (“SEMP”) AND THE NEW YORK STOCK EXCHANGE MEDALLION SIGNATURE PROGRAM (“MSP”), OR ANY OTHER “ELIGIBLE GUARANTOR INSTITUTION” (AS DEFINED IN RULE 17AD-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) (EACH OF THE FOREGOING, AN “ELIGIBLE INSTITUTION”) SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION, PROVIDED THE INITIAL NOTES ARE TENDERED: (I) BY A REGISTERED HOLDER OF INITIAL NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH INITIAL NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED “SPECIAL ISSUANCE INSTRUCTIONS” IN THIS LETTER, OR (II) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.

Special issuance instructions. Holders tendering Initial Notes by book-entry transfer may request that Initial Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such Holder may designate herein.

Taxpayer identification number; backup withholding; IRS Form W-9. U.S. federal income tax law generally requires a tendering Holder that is a U.S. person (as defined in the instructions to IRS Form W-9) whose Initial Notes are accepted for exchange to provide the Issuer (as payor), or the Paying Agent designated by the Issuer to act on its behalf, with such Holder’s correct Taxpayer Identification Number (“TIN”) on the IRS Form W-9 attached hereto, which in the case of a tendering Holder who is an individual, is his or her Social Security number. If the Issuer is not provided with the correct TIN or an adequate basis for an exemption from backup withholding, such tendering Holder may be subject to a penalty imposed by the Internal Revenue Service (the “IRS”). In addition, delivery of New Notes to such tendering Holder may result in backup withholding, currently at the rate of 24%, on all reportable payments made after the exchange. If withholding results in an overpayment of taxes, the Holder may obtain a refund from the IRS, provided that the Holder furnishes required information to the IRS on a timely basis.

To prevent backup withholding, each tendering Holder of Initial Notes that is a U.S. person (including a U.S. resident alien) must provide its correct TIN by completing the IRS Form W-9 attached hereto, certifying, under penalties of perjury, that (1) the TIN provided is correct (or that such Holder is awaiting a TIN), (2) the Holder is not subject to backup withholding because (a) the Holder is exempt from backup withholding, (b) the Holder has not been notified by the IRS that such Holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified the Holder that such Holder is no longer subject to backup withholding, and (3) such Holder is a U.S. citizen or other U.S. person. See the enclosed instructions in IRS Form W-9 for additional instructions. If the tendering Holder of Initial Notes is not a U.S. person, such Holder must give the Exchange Agent a completed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or other appropriate IRS Form W-8. An appropriate IRS Form W-8 may be obtained from the IRS website (https://www.irs.gov/forms-instructions).

Exempt Holders of Initial Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements but must complete the attached IRS Form W-9 or the appropriate IRS Form W-8, as applicable. See the enclosed instructions in IRS Form W-9 for additional instructions.

If the Initial Notes are in more than one name or are not in the name of the actual owner, such Holder should consult the enclosed instructions in IRS Form W-9 for information on which TIN to report.

If such Holder does not have a TIN, such Holder should consult the enclosed instructions for IRS Form W-9 on applying for a TIN, and write “Applied For” in the space for the TIN in Part I of the IRS Form W-9. Note: Writing “Applied For” on the IRS Form W-9 means that such Holder has already applied for a TIN or that such Holder intends to apply for one in the near future. If “Applied For” is written in Part I and the Paying Agent is not provided with a TIN prior to the date of payment the Paying Agent will withhold 24% of any reportable payments made to the Holder.

For further information concerning backup withholding and instructions for completing IRS Form W-9 consult the enclosed instructions in IRS Form W-9.

FAILURE TO COMPLETE AN IRS FORM W-9 OR APPROPRIATE IRS FORM W-8 MAY RESULT IN BACKUP WITHHOLDING OF 24% ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.

Transfer taxes. The Issuers will pay all transfer taxes, if any, applicable to the transfer of Initial Notes to it or its order pursuant to the Exchange Offer. If, however, New Notes and/or substitute Initial Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered Holder of the Initial Notes tendered hereby, or if tendered Initial Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Initial Notes to the Issuers or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.

Except as provided in this instruction 5, it will not be necessary for transfer tax stamps to be affixed to the Initial Notes specified in this Letter.

Waiver of conditions. The Issuers reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

No conditional tenders. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Initial Notes, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Initial Notes for exchange.

None of the Issuers, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Initial Notes nor shall any of them incur any liability for failure to give any such notice.

Withdrawal rights. Tenders of Initial Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

For a withdrawal of a tender of Initial Notes to be effective, a written notice of withdrawal must be received by the Exchange Agent at the address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having tendered the Initial Notes to be withdrawn (the “Depositor”), (ii) identify the Initial Notes to be withdrawn (including the principal amount of such Initial Notes), (iii) specify the number of the account at the Book-Entry Transfer Facility from which the Initial Notes were tendered and specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Initial Notes and otherwise comply with the procedures of such facility, (iv) contain a statement that such Holder is withdrawing its election to have such Initial Notes exchanged, (v) be signed by the Holder in the same manner as the original signature on the Letter by which such Initial Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have Computershare Trust Company, N.A., as trustee with respect to the Initial Notes register the transfer of such Initial Notes in the name of the person withdrawing the tender and (vi) specify the name in which such Initial Notes are registered, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the applicable Issuers, whose determination shall be final and binding on all parties. Any Initial Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer and no New Notes will be issued with respect thereto unless the Initial Notes so withdrawn are validly retendered. Any Initial Notes that have been tendered for exchange but which are not exchanged for any reason (including the termination or withdrawal of the Exchange Offer) will be returned to the tendering Holder thereof without cost to such Holder by being credited to an account maintained with the Book-Entry Transfer Facility for the Initial Notes promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Initial Notes may be retendered by following the procedures described above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.

Requests for assistance or additional copies. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter, and requests for Notices of Guaranteed Delivery and other related documents may be directed to the Exchange Agent, at the address and email indicated above.

IMPORTANT: THIS LETTER OF TRANSMITTAL, (OR A FACSIMILE THEREOF, IF APPLICABLE,) OR AN AGENT’S MESSAGE TO THE BOOK-ENTRY TRANSFER FACILITY TOGETHER WITH CONFIRMATION OF BOOK-ENTRY AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M. NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Form W-9

(Rev. October 2018)

Department of the Treasury

Internal Revenue Service

Request for Taxpayer

Identification Number and Certification

^u Go to www.irs.gov/FormW9 for instructions and the latest information.

Give Form to the

requester. Do not

send to the IRS.

Print or type

See

Specific Instructions

on page 3.

1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

2 Business name/disregarded entity name, if different from above

3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the
following seven boxes.

4 Exemptions (codes apply only to certain
entities, not individuals; see instructions on
page 3):

Exempt payee code (if any)

Exemption from FATCA reporting code
(if any)

(Applies to accounts maintained outside the U.S.)

☐ Individual/sole proprietor or
single-member LLC

☐

C Corporation

☐

S Corporation

☐

Partnership

☐

Trust/estate

☐ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ^u

Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC
if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another
LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is
disregarded from the owner should check the appropriate box for the tax classification of its owner.

☐ Other (see instructions) ^u

5 Address (number, street, and apt. or suite no.) See instructions.

Requester’s name and address (optional)

6 City, state, and ZIP code

7 List account number(s) here (optional)

Part I

Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.

Social security number

Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter.

Employer identification number


Part II		Certification

Under penalties of perjury, I certify that:

The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

I am a U.S. citizen or other U.S. person (defined below); and

The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

Sign
Here

Signature of

U.S. person ^u

Date ^u

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following.

• Form 1099-INT (interest earned or paid)

• Form 1099-DIV (dividends, including those from stocks or mutual funds)

• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

• Form 1099-S (proceeds from real estate transactions)

• Form 1099-K (merchant card and third party network transactions)

• Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

• Form 1099-C (canceled debt)

• Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later.



		Cat. No. 10231X		Form W-9 (Rev. 10-2018)


Form W-9 (Rev. 10-2018)		Page 2

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information.

Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien;

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

•An estate (other than a foreign estate); or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States.

• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items.

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the instructions for Part II for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships, earlier.

What is FATCA Reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.


Form W-9 (Rev. 10-2018)		Page 3

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9.

a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2.

c. Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2.

d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner’s name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3

Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3.


	IF the entity/person on line 1 is a(n) . . .	THEN check the box for . . .
	• Corporation	Corporation
	• Individual • Sole proprietorship, or • Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes.	Individual/sole proprietor or single-member LLC
	• LLC treated as a partnership for U.S. federal tax purposes, • LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or • LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes.	Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation)
•	Partnership	Partnership
•	Trust/estate	Trust/estate

Line 4, Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you.

Exempt payee code.

• Generally, individuals (including sole proprietors) are not exempt from backup withholding.

• Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

• Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

• Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities

3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

5—A corporation

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

7—A futures commission merchant registered with the Commodity Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a)

11—A financial institution

12—A middleman known in the investment community as a nominee or custodian

13—A trust exempt from tax under section 664 or described in section 4947


Form W-9 (Rev. 10-2018)		Page 4

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.


IF the payment is for . . .		THEN the payment is exempt for . . .
Interest and dividend payments		All exempt payees except for 7
Broker transactions		Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends		Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,000¹		Generally, exempt payees 1 through 5²
Payments made in settlement of payment card or third party network transactions		Exempt payees 1 through 4

¹	See Form 1099-MISC, Miscellaneous Income, and its instructions.

However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

B—The United States or any of its agencies or instrumentalities

C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

G—A real estate investment trust

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

I—A common trust fund as defined in section 584(a)

J—A bank as defined in section 581

K—A broker

L—A trust exempt from tax under section 664 or described in section 4947(a)(1)

M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN.

If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business days.

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.


Form W-9 (Rev. 10-2018)		Page 5

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester



For this type of account:			Give name and SSN of:
	1.	Individual	The individual

	2.	Two or more individuals (joint account) other than an account maintained by an FFI	The actual owner of the account or, if combined funds, the first individual on the account1

	3.	Two or more U.S. persons (joint account maintained by an FFI)	Each holder of the account

	4.	Custodial account of a minor (Uniform Gift to Minors Act)	The minor²

	5.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee¹
		b. So-called trust account that is not a legal or valid trust under state law	The actual owner¹

	6.	Sole proprietorship or disregarded entity owned by an individual	The owner³

	7.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A))	The grantor*

For this type of account:			Give name and EIN of:
	8.	Disregarded entity not owned by an individual	The owner

	9.	A valid trust, estate, or pension trust	Legal entity⁴

	10.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation

	11.	Association, club, religious, charitable, educational, or other tax- exempt organization	The organization

	12.	Partnership or multi-member LLC	The partnership

	13.	A broker or registered nominee	The broker or nominee

¹ List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

² Circle the minor’s name and furnish the minor’s SSN.

³ You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴ List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships, earlier.

* Note: The grantor also must provide a Form W-9 to trustee of trust.

Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records From Identity Theft

Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Pub. 5027, Identity Theft Information for Taxpayers.

Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.


Form W-9 (Rev. 10-2018)		Page 6

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027.

Visit www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

EX-1.2 3 d353927dex12.htm EX-1.2 EX-1.2

Exhibit 1.2

NOTICE OF GUARANTEED DELIVERY FOR

CGI INC.

OFFER TO EXCHANGE US$600,000,000 AGGREGATE PRINCIPAL AMOUNT OF 1.450% NOTES DUE

2026 ISSUED ON SEPTEMBER 14, 2021

(CUSIP/ISIN NUMBERS: 12532H AA2/US12532HAA23; C2R71L AA9/USC2R71LAA96)

FOR AN EQUIVALENT AGGREGATE PRINCIPAL AMOUNT OF 1.450% NOTES DUE 2026

(CUSIP/ISIN NUMBER: 12532H AC8/US12532HAC88)

AND

US$400,000,000 AGGREGATE PRINCIPAL AMOUNT OF 2.300% NOTES DUE 2031 ISSUED ON

SEPTEMBER 14, 2021

(CUSIP/ISIN NUMBERS: 12532H AD6/ US12532HAD61; C2R71L AB7/USC2R71LAB79)

FOR AN EQUIVALENT AGGREGATE PRINCIPAL AMOUNT OF 2.300% NOTES DUE 2031

(CUSIP/ISIN NUMBER: 12532H AF1/ US12532HAF10)

WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

This form or one substantially equivalent hereto must be used to accept the Exchange Offer of CGI Inc. (the “Issuer”) made pursuant to the Prospectus, dated , 2022 (the “Prospectus”), if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach Computershare Trust Company, N.A., as exchange agent (the “Exchange Agent”) prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer.

Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the Exchange Agent as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender Initial Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) relating to the tender for exchange of Initial Notes (the “Letter of Transmittal”) must also be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. Any Initial Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date. Where the Expiration Date has been extended, tenders pursuant to the Exchange Offer as of the previously scheduled Expiration Date may not be withdrawn after the date of the previously scheduled Expiration Date. Capitalized terms not defined herein are defined in the Prospectus or the Letter of Transmittal.

By Regular Mail or Overnight Courier:

Computershare Corporate Trust US

Attention: Transfer Legend CDS

462 South 4th Street, Suite 1600

Louisville, KY 40202

For Information Email:

corporate.trust@computershare.com

Delivery of this instrument to an address other than as set forth above, or transmission or instructions via facsimile other than as set forth above, will not constitute a valid delivery.

This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined in the letter of transmittal) under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Issuer the principal amount of Initial Notes set forth below pursuant to the guaranteed delivery procedure described in “Exchange Offer—Terms of the Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus.

The undersigned understands that tenders of Initial Notes will be accepted only in principal amount equal to US$2,000 or integral multiples of US$1,000 in excess thereof. Additionally, the undersigned understands that the tenders of Initial Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time on the Expiration Date.

All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

PLEASE SIGN AND COMPLETE


Principal Amount of Initial Notes Tendered (must be in denominations of principal amount of US$2,000 and any integral multiple of US$1,000):*		Name(s) of Registered Holder(s):









		Address including zip code:


If Initial Notes will be delivered by book entry transfer at The Depository Trust Company, insert Account No.:		Telephone Number including Area Code:









		Signature(s) of Registered Owner(s) or Authorized Signatory:





Date:

This Notice of Guaranteed Delivery must be signed by the Holder(s) of Initial Notes exactly as its (their) name(s) appear on certificates for Initial Notes or a security position listing as the owner of Initial Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

Please print name(s) and address(es):



Name(s):







Capacity:



Address(es):

Do not send Initial Notes with this form. Initial Notes should be sent to the Exchange Agent together with a properly completed and duly executed Letter of Transmittal.

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “Eligible Guarantor Institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees that the certificates representing the principal amount of Initial Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Initial Notes into the Exchange Agent’s account at DTC pursuant to the procedures set forth in “Exchange Offer—Terms of the Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus, together with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than two New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.

Name of Firm

Address

Zip Code

Area Code and Tel. No.

Authorized signature

Title

Name: (Please Type or Print)

Dated:

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the Holder and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered or certified mail properly insured, with return receipt requested, is recommended. In all cases sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedure, see Instruction 1 of the Letter of Transmittal.

Signatures of this Notice of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by a participant of the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Initial Notes, the signature must correspond with the name shown on the security position listing as the owner of the Initial Notes.

If this Notice of Guaranteed Delivery is signed by a person other than the registered Holder(s) of any Initial Notes listed or a participant of the Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the participant shown on the Book-Entry Transfer Facility’s security position listing.

If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing.

Requests for assistance or additional copies. Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address specified on the first page hereof. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

EX-2.1 4 d353927dex21.htm EX-2.1 EX-2.1

Exhibit 2.1

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

by and among

CGI Inc.

and

J.P. Morgan Securities LLC

Scotia Capital (USA) Inc.

TD Securities (USA) LLC

HSBC Securities (USA) Inc.

PNC Capital Markets LLC

CIBC World Markets Corp.

National Bank of Canada Financial Inc.

RBC Capital Markets, LLC

BMO Capital Markets Corp.

Citigroup Global Markets Inc.

SG Americas Securities, LLC

BNP Paribas Securities Corp.

Credit Agricole Securities (USA) Inc.

Dated as of September 14, 2021

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 14, 2021, by and among CGI Inc., a Quebec corporation (the “Company”), and J.P. Morgan Securities LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, HSBC Securities (USA) Inc., PNC Capital Markets LLC, CIBC World Markets Corp., National Bank of Canada Financial Inc., RBC Capital Markets, LLC, BMO Capital Markets Corp., Citigroup Global Markets Inc., SG Americas Securities, LLC, BNP Paribas Securities Corp. and Credit Agricole Securities (USA) Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 1.450% Notes due 2026 and the Company’s 2.300% Notes due 2031 (together, the “Initial Securities”) pursuant to the Purchase Agreement (as defined below).

This Agreement is made pursuant to the Purchase Agreement, dated September 9, 2021 (the “Purchase Agreement”), among the Company and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Initial Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Securities, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 6(l) of the Purchase Agreement.

The parties hereby agree as follows:

SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:

Broker-Dealer: Any broker or dealer registered under the Exchange Act.

Business Day: Any day other than a Saturday, Sunday or Canadian or U.S. federal holiday or a day on which banking institutions or trust companies located in Toronto, Ontario or New York, New York are authorized or obligated to be closed.

Closing Date: The date of this Agreement.

Commission: The Securities and Exchange Commission.

Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer evidencing the same indebtedness as the Initial Securities, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer as of the original expiration date of the Exchange Offer.

Exchange Act: The Securities Exchange Act of 1934, as amended.

- 1 -

Exchange Offer: The registration by the Company under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders and evidencing the same indebtedness as the Transfer Restricted Securities.

Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.

Exchange Securities: The 1.450% Notes due 2026 and the 2.300% Notes due 2031 of the same series under the Indenture as the Initial Securities, to be issued to Holders in exchange for and to evidence the same indebtedness as the Transfer Restricted Securities pursuant to this Agreement.

FINRA: Financial Industry Regulatory Authority, Inc.

Free Writing Prospectus: Each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities.

Holders: As defined in Section 2(b) hereof.

Indemnified Holder: As defined in Section 8(a) hereof

Indenture: The indenture, dated as of September 14, 2021, by and among the Company and Computershare Trust Company, N.A., as trustee (the “Trustee”), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.

Initial Purchasers: As defined in the preamble hereto.

Initial Placement: The issuance and sale by the Company of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement.

Initial Securities: As defined in the preamble hereto.

Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Registration Default: As defined in Section 5 hereof.

Registration Statement: Any registration statement (including a shelf registration statement) of the Company relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

- 2 -

Securities: The Initial Securities and/or the Exchange Securities, as applicable.

Securities Act: The Securities Act of 1933, as amended.

Shelf Filing Deadline: As defined in Section 4(a) hereof.

Shelf Registration Statement: As defined in Section 4(a) hereof.

Trust Indenture Act: The Trust Indenture Act of 1939, as amended.

Transfer Restricted Securities: Means each Initial Security until the earliest of: (i) the date on which such Initial Security has been exchanged in an Exchange Offer by a person other than a Broker-Dealer receiving Exchange Securities in the Exchange Offer (a “Participating Broker Dealer”) for freely transferable Exchange Securities evidencing the same indebtedness as the Initial Securities, (ii) following the exchange by a Participating Broker-Dealer in the Exchange Offer of an Initial Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such Participating Broker-Dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement (or such a prospectus is made available to such Participating Broker-Dealer by the Company pursuant to the Registration Rights Agreement), (iii) the date on which such Initial Security has been disposed of in accordance with the Shelf Registration Statement, or (iv) the date on which such Initial Security is eligible to be distributed to the public by persons who are not affiliates of the Company pursuant to Rule 144 under the Securities Act without regard to the volume limitations included therein and without regard to whether the Company is current in its Exchange Act filings.

Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

SECTION 2. Securities Subject to this Agreement.

(a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

(b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

SECTION 3. Registered Exchange Offer.

(a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), the Company shall (i) cause to be filed with the Commission after the Closing Date a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its reasonable best efforts to cause such Registration Statement to become effective at the earliest possible time, but in no event later than 360 days after the Closing Date (or if such 360th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

- 3 -

(b) The Company shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement, except where the Exchange Offer is made pursuant to a shelf registration statement and a prospectus which forms part thereof, as supplemented by a prospectus supplement relating solely to the Exchange Offer and no other securities. The Company shall use its reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 390 days after the Closing Date (or if such 390th day is not a Business Day, the next succeeding Business Day).

(c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restrict Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.

- 4 -

The Company shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

The Company will not be required to and the Registration Statement and the Prospectus will not qualify the Exchange Securities for public distribution under applicable securities laws in any province or territory of Canada.

SECTION 4. Shelf Registration.

(a) Shelf Registration. If (i) the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), or (ii) with respect to any Holder of Transfer Restricted Securities (other than by reason of being an affiliate of the Company), such Holder notifies the Company within 20 Business Days following consummation of the Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its affiliates, then, upon such Holder’s request, the Company shall cause to be filed a shelf registration statement pursuant to the Securities Act on an applicable form, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) and use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or prior to the later of (A) 360 days after the Closing Date and (B) the earliest to occur of (1) the 90th day after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement, and (2) the 90th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (ii) above (such earliest date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities in the case of clause (1) above and, in the case of clause (2) above, resales of Transfer Restricted Securities by the Holders of which shall have provided the information required pursuant to Section 4(b) hereof.

The Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until the earliest of (i) the date when all the Initial Securities covered by such Shelf Registration Statement can be sold to the public under Rule 144 under the Securities Act without regard to the volume limitations included therein and without regard to whether the Company is current in its Exchange Act filings (assuming they are not held by an Affiliate of the Company) and (ii) the date on which all of the Initial Securities covered by such Shelf Registration Statement are disposed of in accordance therewith.

- 5 -

(b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

The Company will not be required to and the Registration Statement and the Prospectus will not qualify the distribution of Initial Securities by the Holders of Transfer Restricted Securities under applicable securities laws in any province or territory of Canada.

SECTION 5. Additional Interest. If (i) any of the Registration Statements required to be filed by the Company pursuant to this Agreement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated within 30 Business Days after the date on which the Exchange Offer Registration Statement is declared effective by the SEC or (iii) any Registration Statement required by this Agreement is filed and declared effective but thereafter ceases to be effective or usable in connection with resales or exchanges of Securities covered thereby during the periods specified in this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective except as permitted by Section 6(e) (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees to pay additional interest (“Additional Interest”) to each Holder of Transfer Restricted Securities, with respect to the first 90-day period immediately following the occurrence of any Registration Default in an amount equal to one-quarter of one percent (0.25%) per annum on the principal amount of Transfer Restricted Securities held by such Holder, and which shall increase by an additional one-quarter of one percent (0.25%) per annum on the principal amount of Transfer Restricted Securities at the end of each subsequent 90-day period until all Registration Defaults have been cured, but in no event shall such Additional Interest exceed one-half of one percent (0.50%) per annum. All accrued Additional Interest will be paid by the Company on each interest payment date. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.

All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

SECTION 6. Registration Procedures.

(a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company shall comply with all of the provisions of Section 6(c) hereof, shall use its reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:

- 6 -

(i) If in the reasonable opinion of counsel to the Company there is a question as to whether the Exchange Offer is permitted by applicable law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company to Consummate an Exchange Offer for such Initial Securities unless the Commission has announced its intention not to grant no-action letters of such kind. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. In connection with the foregoing, the Company hereby agrees to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission (which may include a “no-action” position by the Commission staff).

(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company.

(b) Shelf Registration Statement. In connection with the Shelf Registration Statement, the Company shall comply with all the provisions of Section 6(c) hereof and shall use its reasonable best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof in accordance with Section 4.

- 7 -

(c) General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Initial Securities by Broker-Dealers), the Company shall in all cases, subject to Section 6(e):

(i) use its reasonable best efforts to keep such Registration Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its reasonable best efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;

(ii) prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to the Securities Act, and to comply fully with the applicable provisions of applicable rules under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. Subject to Section 6(e), if at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, the Company shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

- 8 -

(iv) upon request, furnish without charge to each of the Initial Purchasers, each selling Holder named in any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents (other than Form 6-Ks incorporated by reference) will be subject to the review and comment of such Holders and underwriter(s) in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference, other than documents filed with the SEC on Form 6-K) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within two Business Days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission. Notwithstanding the foregoing, the Company shall not be required to take any actions under this Section 6(c)(iv) that are not, in the reasonable opinion of counsel for the Company, in compliance with applicable law;

(v) promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus that materially changes the disclosure therein taken as a whole, provide copies of such document to the Initial Purchasers (if they are selling Holders under the relevant Registration Statement), and to the underwriter(s), if any, make the Company’s representatives available for discussion of such document and other customary due diligence matters, subject to negotiation, execution and delivery of customary confidentiality agreements, and include such information in such document prior to the filing thereof as the Initial Purchasers or underwriter(s), if any, reasonably may request;

(vi) upon request, make available at reasonable times for inspection by the Initial Purchasers, the managing underwriter(s), if any, participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchasers or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of the Company and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant, subject to negotiation, execution and delivery of customary confidentiality agreements, in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent requested by the managing underwriter(s), if any;

- 9 -

(vii) if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(viii) upon request, furnish to each Initial Purchaser, each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, (without any documents incorporated by reference therein or exhibits thereto, unless requested);

(ix) upon request, deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; provided, that if no Registration Statement is effective or no Prospectus is usable in accordance with the provisions of Section 6(b) hereof, the Company shall deliver to each selling Holder a notice to that effect in response to such request; the Company hereby consents to the use (in accordance with law) of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

(x) in the case of an Exchange Offer Registration Statement, upon the request of any known Broker-Dealer required to deliver the Prospectus contained in an Exchange Offer Registration Statement or in the case of a Shelf Registration Statement, upon the request of the underwriters, if any, the Initial Purchasers with Securities registered thereunder, if any, or Holders of a majority in principal amount of the outstanding Securities registered thereunder, the Company shall:

(A) in the case of an Underwritten Offering, furnish to each Initial Purchaser (if a selling Holder), each selling Holder and each underwriter, if any, in such substance and scope as they may reasonably request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of the Consummation of the Exchange Offer or, if applicable, the effectiveness of the Shelf Registration Statement:

(1) certificates, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of the Company, confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of Section 6(d) of the Purchase Agreement, as applicable, and such other matters as such parties may reasonably request;

- 10 -

(2) opinions in customary form, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, of counsel(s) for the Company covering the matters customarily covered in opinions requested in similar underwritten offerings and such other matters as such parties may reasonably request;

(3) customary comfort letters, dated the date of effectiveness of the Shelf Registration Statement, from each of the Company’s certified independent public accountants, in the customary form and covering matters of the type customarily requested to be covered in comfort letters by underwriters in connection with primary underwritten offerings, and covering or affirming the matters set forth in the comfort letters delivered pursuant to Section 6(e) of the Purchase Agreement, without exception; and

(B) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with Section 6(c)(x)(A) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company pursuant to this Section 6(c)(x), if any.

(xi) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that the Company shall not be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject;

(xii) shall issue, upon the request of any Holder of Initial Securities covered by the Shelf Registration Statement, Exchange Securities of the same series under the Indenture as such Initial Securities having an aggregate principal amount equal to the aggregate principal amount of Initial Securities surrendered to the Company by such Holder in exchange therefor and evidencing the same indebtedness as the Initial Securities or being sold by such Holder, such Exchange Securities to be registered in the name of such Holder or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Initial Securities held by such Holder shall be surrendered to the Company for cancellation;

(xiii) cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends (other than those applicable, as the case may be, to sales in Canada); and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s);

- 11 -

(xiv) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading;

(xv) provide a CUSIP number for all Securities not later than the effective date of the Registration Statement covering such Securities and provide the Trustee under the Indenture with printed certificates for such Securities which are in a form eligible for deposit with the Depository Trust Company and take all other action necessary to ensure that all such Securities are eligible for deposit with the Depository Trust Company;

(xvi) cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the FINRA;

(xvii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under the Securities Act (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement;

(xviii) cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use its reasonable best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; and

(xix) provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act.

- 12 -

(d) Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xiv) hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. Each Holder receiving such notice shall be required to either (I) destroy all copies, other than permanent file copies, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice, or (II) deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xiv) hereof or shall have received the Advice; provided, however, that no such extension which exceeds the period specified in Section 6(e) shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed that the Company’s option to suspend use of a Registration Statement pursuant to this paragraph (except pursuant to Section 6(e)) shall be treated as a Registration Default for purposes of Section 5 hereof.

(e) If the Company is required to file a Shelf Registration Statement with respect to any Securities or in connection with the use of any Exchange Offer Registration Statement by Participating Broker-Dealers, the Company will be entitled to delay such filing or, if they have filed such registration statement, from time to time to require Holders or Participating Broker-Dealers to delay or discontinue the sale or other disposition of Securities pursuant to that Shelf Registration Statement or Exchange Offer Registration Statement for a reasonable period of time not to exceed 45 consecutive days with no more than two such delays in filing or delays or suspension of effectiveness in any calendar year.

SECTION 7. Registration Expenses.

(a) All expenses incident to the Company’s performance of or compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws; (v) the fees and disbursements of the Trustee and its counsel; (vi) all fees and disbursements of counsel for the Company and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (vii) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (viii) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance).

- 13 -

The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company.

(b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Shearman & Sterling LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

SECTION 8. Indemnification.

(a) The Company agrees to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with (x) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and (y) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto), any Free Writing Prospectus used in violation of this Agreement or any “issuer information” filed, or required to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any liability which the Company may otherwise have.

- 14 -

In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company , such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Company in writing; provided, however, that the failure to give such notice shall not relieve the Company of its obligations pursuant to this Agreement, to the extent it is not prejudiced by such failure. Such Indemnified Holder shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Company (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to indemnification hereunder). In case any such action is brought against any Holder and such Holder seeks or intends to seek indemnity from the Company, the Company will be entitled to participate in and, to the extent that it shall elect by written notice delivered to such Holder promptly after receiving the aforesaid notice from such Holder, to assume the defense thereof with counsel reasonably satisfactory to such Holder; provided, however, if the defendants in any such action include (i) the Company and (ii) such Holder, and such Holder shall have reasonably concluded that a conflict may arise between the positions of the Company and such Holder in conducting the defense of any such action or that there may be legal defenses available to it which are different from or additional to those available to the Company, such Holder shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such Holder. Upon receipt of notice from the Company to such Holder of the Company’s election so to assume the defense of such action and approval by such Holder of counsel, the Company will not be liable to such Holder under this Section 8 for any legal or other expenses subsequently incurred by such Holder in connection with the defense thereof unless (i) such Holder shall have employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that the Company shall not be liable for the expenses of more than one separate counsel (together with local counsel), approved by such Holder, representing such Holder) or (ii) the Company shall not have employed counsel satisfactory to such Holder to represent such Holder within a reasonable time after notice of commencement of the action, in each of which cases the reasonable out-of-pocket fees and expenses of counsel shall be at the expense of the Company. The Company under this Section 8 shall not be liable for any settlement of any proceeding effected without the Company’s written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Company agrees to indemnify the Holder against any loss, claim, damage, liability or expense by reason of such settlement or judgment. The Company shall not, without the prior written consent of a Holder, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which such Holder is or could have been a party and indemnity was or could have been sought hereunder by such Holder, unless such settlement, compromise or consent (i) includes an unconditional release of such Holder from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include any statements as to or any findings of fault, culpability or failure to act by or on behalf of such Holder.

(b) By its acquisition of Transfer Restricted Securities, each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company and its directors and officers, and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing indemnity from the Company to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Company or its directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Company, and the Company and its directors and officers and such controlling person shall have the rights and duties given to each Holder by the preceding paragraph.

- 15 -

(c) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the Company shall be deemed to be equal to the total gross proceeds to the Company from the Initial Placement), the amount of Additional Interest which did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if such allocation is not permitted by applicable law, in such proportion that is appropriate to reflect not only the relative benefits but also the relative fault of the Company, on the one hand, and the Holders, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or the Indemnified Holders, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Company and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the Initial Securities exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Securities held by each of the Holders hereunder and not joint.

- 16 -

SECTION 9. Rule 144A. The Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and the Company is not subject to Section 13 or 15(d) under the Exchange Act or exempt therefrom pursuant to Rule 12g3-2(b) thereunder, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser, upon their request, of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.

SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

SECTION 11. Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company.

SECTION 12. Miscellaneous.

(a) No Inconsistent Agreements. The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s securities under any agreement in effect on the date hereof.

(b) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has (i) in the case of Section 5 hereof and this Section 12(b)(i), obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided, however, that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.

- 17 -

(c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

(i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

(ii) if to the Company:

CGI Inc.

15^th Floor -1350 René-Lévesque Boulevard West

Montréal, Québec H3G 1T4

Email: secretary@cgi.com

Attention: Chief Legal Officer

With copies to:

Fasken Martineau DuMoulin LLP

800, rue du Square-Victoria, bureau 3500

Montréal, Québec H4Z 1E9

Email: jmlapierre@fasken.com; jchamberland@fasken.com

Attention: Jean Michel Lapierre and Jean-Pierre Chamberland

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Toronto-Dominion Centre

77 King Street West, Suite 3100

Toronto, Ontario M5K 1J3

Email: ccummings@paulweiss.com

Attention: Christopher J. Cummings

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; when receipt acknowledged; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

(d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.

- 18 -

(e) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(h) Submission to Jurisdiction; Agent for Service; Waiver of Immunities. The Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Holder or by any person who controls any Holder arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any federal or state court located in New York (a “New York Court”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed CGI Technologies and Solutions Inc., 11325 Random Hills, Fairfax VA 22030, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Initial Purchaser or by any person who controls any Initial Purchaser, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company, as applicable. To the extent that the Company has acquired or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. The provisions of this clause (i) shall survive any termination of this Agreement, in whole or in part.

(i) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

- 19 -

(j) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

[Signature pages follows.]

- 20 -


CGI Inc.

By:		/s/ François Boulanger
		Name: François Boulanger
		Title: Executive Vice-President and Chief Financial Officer


By:		/s/ Kevin Linder
		Name: Kevin Linder
		Title: Senior Vice–President, Finance and Treasury

[Signature Page to Registration Rights Agreement]

The foregoing Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written.


J.P. Morgan Securities LLC Scotia Capital (USA) Inc. TD Securities (USA) LLC HSBC Securities (USA) Inc. PNC Capital Markets LLC CIBC World Markets Corp. National Bank of Canada Financial Inc. RBC Capital Markets, LLC BMO Capital Markets Corp. Citigroup Global Markets Inc. SG Americas Securities, LLC BNP Paribas Securities Corp. Credit Agricole Securities (USA) Inc.

By:		J.P. Morgan Securities LLC

By:		/s/ Robert Bottamedi
		Name: Robert Bottamedi
		Title: Executive Director


By:		Scotia Capital (USA) Inc.

By:		/s/ Elsa Wang
		Name: Elsa Wang
		Title: Managing Director


By:		TD Securities (USA) LLC

By:		/s/ Luiz Lanfredi
		Name: Luiz Lanfredi
		Title: Director

[Signature Page to Registration Rights Agreement]

EX-5.1 5 d353927dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

LOGO

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statement on Form F-10 of CGI Inc. of our report dated November 9, 2021 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in exhibit 99.2 to CGI Inc.’s Annual Report on Form 40-F for the year ended September 30, 2021. We also consent to the reference to us under the heading, “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Montréal, Quebec, Canada

April 27, 2022

PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l.

1250 René-Lévesque Boulevard West, Suite 2500, Montréal, Quebec, Canada H3B 4Y1

T: +1 514 205 5000, F: +1 514 876 1502

“PwC” refers to PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l., an Ontario limited liability partnership.

EX-5.2 6 d353927dex52.htm EX-5.2 EX-5.2

Exhibit 5.2

LOGO

April 27, 2022

CGI Inc.

1350 René-Lévesque Blvd. West

25^th Floor

Montréal, Québec

Canada H3G 1T4

Dear Sirs:

Re:

Registration Statement on Form F-10

We have acted as Canadian counsel to CGI Inc. (the “Registrant”) in connection with the Registration Statement on Form F-10 (the “Registration Statement”) being filed today by the Registrant with the Securities and Exchange Commission under the United States Securities Act of 1933, as amended.

We hereby consent to the use of our name under the headings “Enforceability of Certain Civil Liabilities” and “Legal Matters” in the Short Form Prospectus forming a part of the Registration Statement. In giving such consent, we do not acknowledge that we come within the category of persons whose consent is required by the U.S. Securities Act of 1933, as amended, or the rules and regulations thereunder

Yours truly,

/s/ Fasken Martineau DuMoulin LLP

EX-7.1 7 d353927dex71.htm EX-7.1 EX-7.1

Exhibit 7.1

EXECUTION VERSION

CGI INC.,

as Issuer

1.450% Notes due 2026

2.300% Notes due 2031

INDENTURE

Dated as of September 14, 2021

COMPUTERSHARE TRUST COMPANY, N.A.,

as Trustee

CROSS-REFERENCE TABLE


TIA Section		Indenture Section

310(a)(1)		7.10
(a)(2)		7.10
(a)(3)		N.A.
(a)(4)		N.A.
(b)		7.08; 7.10
(c)		N.A.
311(a)		7.11
(b)		7.11
(c)		N.A.
312(a)		2.05
(b)		13.03
(c)		13.03
313(a)		7.06
(b)(1)		7.06
(b)(2)		7.06
(c)		7.06; 13.02
(d)		7.06
314(a)		4.02;
		4.10; 13.02
(b)		N.A.
(c)(1)		13.04
(c)(2)		13.04
(c)(3)		N.A.
(d)		N.A.
(e)		13.05
(f)		4.09
315(a)		7.01
(b)		7.05; 13.02
(c)		7.01
(d)		7.01
(e)		6.14
316(a)(last sentence)		1.01 (“Outstanding”)
(a)(1)(A)		6.12
(a)(1)(B)		6.13
(a)(2)		N.A.
(b)		6.08
317(a)(1)		6.03
(a)(2)		6.04
(b)		2.04
318(a)		13.01

N.A. means Not Applicable.

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of the Indenture.

TABLE OF CONTENTS


		Page
	Article 1
	Definitions and Incorporation by Reference

SECTION 1.01.	Definitions	1
SECTION 1.02.	Other Definitions	10
SECTION 1.03.	Incorporation by Reference of Trust Indenture Act	11
SECTION 1.04.	Rules of Construction	11
SECTION 1.05.	Agent for Service; Submission to Jurisdiction; Waiver of Immunities	12
SECTION 1.06.	Currency	12
SECTION 1.07.	Series	12
SECTION 1.08.	Interest Act (Canada)	12

	Article 2
	The Securities

SECTION 2.01.	Form and Dating	13
SECTION 2.02.	Execution and Authentication	13
SECTION 2.03.	Registrar and Paying Agent	13
SECTION 2.04.	Paying Agent To Hold Money in Trust	14
SECTION 2.05.	Lists of Holders of Securities	14
SECTION 2.06.	Transfer and Exchange	14
SECTION 2.07.	Replacement Securities	15
SECTION 2.08.	Outstanding Securities	15
SECTION 2.09.	Temporary Securities	15
SECTION 2.10.	Cancellation	15
SECTION 2.11.	Defaulted Interest	16
SECTION 2.12.	CUSIP Numbers, ISINs, etc	16
SECTION 2.13.	Issuance of Additional Securities	16
SECTION 2.14.	Additional Interest	17

	Article 3
	Redemption

SECTION 3.01.	Notices to Trustee	17
SECTION 3.02.	Selection of Securities to Be Redeemed	17
SECTION 3.03.	Notice of Redemption	17
SECTION 3.04.	Effect of Notice of Redemption	18
SECTION 3.05.	Deposit of Redemption Price	18
SECTION 3.06.	Securities Redeemed in Part	19
SECTION 3.07.	No Mandatory Redemption	19
SECTION 3.08.	Optional Redemption	19
SECTION 3.09.	Tax Redemption	20



	Article 4
	Covenants

SECTION 4.01.	Payment of Securities	20
SECTION 4.02.	Provision of Financial Information	21
SECTION 4.03.	Change of Control	22
SECTION 4.04.	Limitation on Liens	24
SECTION 4.05.	Limitation on Sale and Leaseback Transactions	25
SECTION 4.06.	[Reserved]	25
SECTION 4.07.	Waiver of Certain Covenants	25
SECTION 4.08.	Statement by Officers as to Compliance; Statement by Officers as to Default	26
SECTION 4.09.	Further Instruments and Acts	26
SECTION 4.10.	Registration Rights Agreement	26

	Article 5
	Successor Company

SECTION 5.01.	When Company May Merge or Transfer Assets	26
SECTION 5.02.	Successor Company Substituted	27
SECTION 5.03.	Securities to be Secured in Certain Events	28

	Article 6
	Defaults and Remedies

SECTION 6.01.	Events of Default	28
SECTION 6.02.	Acceleration of Maturity; Rescission and Annulment	30
SECTION 6.03.	Collection of Indebtedness and Suits for Enforcement by Trustee	31
SECTION 6.04.	Trustee May File Proofs of Claim	32
SECTION 6.05.	Trustee May Enforce Claims Without Possession of Securities	32
SECTION 6.06.	Application of Money Collected	32
SECTION 6.07.	Limitation on Suits	33
SECTION 6.08.	Unconditional Contractual Right of Holders to Receive Principal, Premium and Interest	33
SECTION 6.09.	Restoration of Rights and Remedies	33
SECTION 6.10.	Rights and Remedies Cumulative	33
SECTION 6.11.	Delay or Omission Not Waiver	34
SECTION 6.12.	Control by Holders	34
SECTION 6.13.	Waiver of Past Defaults	34
SECTION 6.14.	Undertaking for Costs	35
SECTION 6.15.	Waiver of Stay or Extension Laws	35

	Article 7
	Trustee

SECTION 7.01.	Duties of Trustee	35
SECTION 7.02.	Rights of Trustee	36
SECTION 7.03.	Individual Rights of Trustee	38
SECTION 7.04.	Trustee’s Disclaimer	38
SECTION 7.05.	Notice of Defaults	38
SECTION 7.06.	Reports by Trustee to Holders	38
SECTION 7.07.	Compensation and Indemnity	38
SECTION 7.08.	Replacement of Trustee	39
SECTION 7.09.	Successor Trustee by Merger	40
SECTION 7.10.	Corporate Trustee Required; Eligibility	40
SECTION 7.11.	Preferential Collection of Claims Against Company	40


	Article 8
	Defeasance and Covenant Defeasance

SECTION 8.01.	Option to Effect Defeasance or Covenant Defeasance	40
SECTION 8.02.	Defeasance	41
SECTION 8.03.	Covenant Defeasance	41
SECTION 8.04.	Conditions to Defeasance or Covenant Defeasance	41
SECTION 8.05.	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	43
SECTION 8.06.	Reinstatement	43

	Article 9
	Satisfaction and Discharge

SECTION 9.01.	Satisfaction and Discharge of Indenture	44

	Article 10
	Amendment, Supplement and Waiver

SECTION 10.01.	Without Consent of Holders	45
SECTION 10.02.	With Consent of Holders	46
SECTION 10.03.	Compliance with Trust Indenture Act	47
SECTION 10.04.	Execution of Supplemental Indentures	47
SECTION 10.05.	Effect of Supplemental Indentures	47
SECTION 10.06.	Reference in Securities to Supplemental Indentures	47
SECTION 10.07.	Notice of Supplemental Indentures	47

	Article 11
	[Reserved]

	Article 12
	Additional Amounts
SECTION 12.01.	Payment of Additional Amounts	48

	Article 13
	Miscellaneous

SECTION 13.01.	Trust Indenture Act Controls	49
SECTION 13.02.	Notices	49
SECTION 13.03.	Communication by Holders with Other Holders	51
SECTION 13.04.	Certificate and Opinion as to Conditions Precedent	51
SECTION 13.05.	Statements Required in Certificate or Opinion	51
SECTION 13.06.	Rules by Trustee, Paying Agent and Registrar	51
SECTION 13.07.	Legal Holidays	51
SECTION 13.08.	Governing Law	51
SECTION 13.09.	No Recourse Against Others	52
SECTION 13.10.	Successors	52
SECTION 13.11.	Multiple Originals	52
SECTION 13.12.	Table of Contents; Headings	52
SECTION 13.13.	Waiver of Jury Trial	52
SECTION 13.14.	Foreign Account Tax Compliance Act (FATCA)	52

iii

SCHEDULES

Schedule 1

APPENDIXES

Appendix A


Exhibit 1.1 to Appendix A	–	Form of 2026 144A Security

Exhibit 1.2 to Appendix A	–	Form of 2026 Regulation S Security

Exhibit 1.3 to Appendix A	–	Form of 2026 Registered Global Security

Exhibit 2.1 to Appendix A	–	Form of 2031 144A Security

Exhibit 2.2 to Appendix A	–	Form of 2031 Regulation S Security

Exhibit 2.3 to Appendix A	–	Form of 2031 Registered Global Security

Appendix B – Form of Certificate of Transfer

Appendix C – Form of Certificate of Exchange

INDENTURE dated as of September 14, 2021, between CGI INC., a corporation organized under the laws of Québec (the “Company”) and COMPUTERSHARE TRUST COMPANY, N.A., a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”).

RECITALS

The Company has duly authorized the creation of an issuance of $600,000,000 aggregate principal amount of 1.450% Notes due 2026 and $400,000,000 aggregate principal amount of 2.300% Notes due 2031, and to provide therefor the Company has duly authorized the execution and delivery of this Indenture.

All things necessary to make the Securities (as defined below), when executed by the Company, authenticated and delivered hereunder and duly issued by the Company, the valid and binding obligations of the Company, and to make this Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the benefit of each other and the equal and proportionate benefit of all Holders of the Securities, as follows:

Article 1

Definitions and Incorporation by Reference

SECTION 1.01. Definitions.

“2026 Par Call Date” means August 14, 2026.

“2031 Par Call Date” means June 14, 2031.

“2026 Securities” means the 1.450% Notes due 2026 issued on the Issue Date and the Additional 2026 Securities, if any, and the Exchange Securities issued in exchange therefor, if any, treated as a single class.

“2031 Securities” means the 2.300% Notes due 2031 issued on the Issue Date and the Additional 2031 Securities, if any, and the Exchange Securities issued in exchange therefor, if any, treated as a single class.

“Additional 2026 Securities” means 2026 Securities issued under this Indenture after the Issue Date and in compliance with Section 2.13, it being understood that any 2026 Securities issued in exchange for or replacement of any 2026 Security issued on the Issue Date shall not be 2026 Additional Securities.

“Additional 2031 Securities” means 2031 Securities issued under this Indenture after the Issue Date and in compliance with Section 2.13, it being understood that any 2031 Securities issued in exchange for or replacement of any 2031 Security issued on the Issue Date shall not be 2031 Additional Securities.

“Additional Interest” means all additional interest owing on the Securities pursuant to the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person, directly or indirectly, Controlling or Controlled by or under direct or indirect common Control with such specified Person.

“Applicable Procedures” means, with respect to any transfer, redemption or exchange of or for beneficial interests in any Global Security, the rules and procedures of the Depositary that apply to such transfer, redemption or exchange.

“Attributable Debt” in respect of any Sale and Leaseback Transaction means, at the date of determination, the present value (discounted at the rate of interest implicit in the terms of the lease) of the obligation of the lessee for Net Rental Payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended).

“Board of Directors” means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of the Board of Directors of the Company.

“Business Day” means each day which is not a Legal Holiday.

“Capital Securities” shall mean, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of or in such Person’s capital, whether now outstanding or issued after the date hereof, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership or any other equivalent of such ownership interest.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation or statutory plan of arrangement or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than to the Company or one of its Subsidiaries;

(2) the consummation of any transaction (including, without limitation, any merger, amalgamation or statutory plan of arrangement or consolidation) the result of which is that any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than a Permitted Holder, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Voting Stock to which is attached more than 50% of the combined voting power of the Company’s Voting Stock (or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed) measured by voting power rather than number of shares; provided that any holding company whose only significant asset is Capital Stock of the Company or any of its direct or indirect parent companies shall not itself be considered a “person” or “group” for purposes of this clause (2);

(3) the Company consolidates, amalgamates, or enters into a statutory plan of arrangement with, or merges with or into, any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), or any person consolidates, amalgamates, or enters into a statutory plan of arrangement with, or merges with or into, the Company, in any such event pursuant to a transaction in which any outstanding Voting Stock of the Company or of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, Voting Stock representing more than 50% of the combined voting power of the surviving person immediately after giving effect to such transaction; or

(4) the adoption of a plan relating to the Company’s liquidation or dissolution.

“Change of Control Payment” means, with respect to the Securities of a series tendered pursuant to a Change of Control Offer, an amount equal to 101% of the aggregate principal amount of the Securities of such series repurchased plus accrued and unpaid interest thereon, if any, to, but not including the date of repurchase.

“Change of Control Repurchase Event” means the occurrence of a Ratings Downgrade on any date during the 60-day period (which period shall be extended so long as the rating of the Securities of such series is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) (the “trigger period”) after the earlier of (1) the occurrence of a Change of Control; or (2) public notice of the occurrence of a Change of Control or the intention by the Company to effect a Change of Control. Notwithstanding the foregoing, no Change of Control Repurchase Event shall be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Company” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the Remaining Term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the Remaining Term of such Securities.

“Comparable Treasury Price” means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Company obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations.

“Consolidated Net Tangible Assets” means the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (1) all current liabilities (excluding any portion thereof constituting Funded Debt) and (2) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the most recent consolidated balance sheet of the Company and computed in accordance with IFRS.

“Control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlling” and “Controlled” have meanings correlative to the foregoing.

“Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at Computershare Trust Company, N.A., 6200 South Quebec Street, Greenwood Village, Colorado 80111, Attention: Corporate Trust – CGI Inc., or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee or Co-Trustee (or such other address as such successor Trustee or Co-Trustee may designate from time to time by notice to the Holders and the Company).

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Definitive Security” means a certificated Security registered in the name of the Holder thereof and issued in accordance with Section 2.3 to Appendix A of this Indenture, in substantially the form of a Global Security hereto except that such Security shall not bear the Global Security Legend and shall not have the “Schedule of Exchanges of Interests in the Global Security” attached thereto.

“Depositary” means, with respect to the Securities issuable or issued in whole or in part in global form, the Person specified in Section 2.03 as the Depositary with respect to the Securities, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provisions of this Indenture.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto, and the rules and regulations of the SEC thereunder.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement relating to an exchange of Securities registered under the Securities Act for and evidencing the same indebtedness

as Securities not so registered.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Exchange Securities” means Securities registered under the Securities Act to be exchanged for and evidencing the same indebtedness as the Securities not so registered, pursuant to and as set forth in the Registration Rights Agreement relating to such an exchange.

“Form of 2026 Security” means the Form of 2026 144A Security, Form of 2026 Regulation S Security and Form of 2026 Registered Global Security attached to this Indenture at Appendix A Exhibit 1.1, Exhibit 1.2 and Exhibit 1.3, respectively.

“Form of 2031 Security” means the Form of 2031 144A Security, Form of 2031 Regulation S Security and Form of 2031 Registered Global Security attached to this Indenture at Appendix A Exhibit 2.1, Exhibit 2.2 and Exhibit 2.3, respectively.

“Funded Debt” means, as applied to any Person, all Indebtedness created or assumed by such Person maturing after, or renewable or extendable at the option of such Person beyond, 12 months from the date of creation thereof.

“Global Security Legend” means the legend set forth in Section 2.3(e)(4) of Appendix A to this Indenture, which is required to be placed on all Global Securities issued under this Indenture.

“Holder” means the Person in whose name a Security is registered on the Registrar’s books.

“IFRS” means generally accepted accounting principles in Canada in effect from time to time (including, for clarity and as applicable, International Financial Reporting Standards as issued by the International Accounting Standards Board), unless the Person’s most recent audited or quarterly financial statements are not prepared in accordance with generally accepted accounting principles in Canada, in which case “IFRS” shall mean generally accepted accounting principles in the United States in effect from time to time.

“Indebtedness” means, without duplication, all (i) obligations for borrowed money represented by notes, bonds, debentures or similar evidence of indebtedness, (ii) obligations for borrowed money evidenced by credit, loan or other like agreements, and (iii) obligations under any guarantee or indemnity in respect of the foregoing.

“Indenture” means this Indenture as amended or supplemented from time to time.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Security through a Participant.

“Interest Period” means the period commencing on and including an interest payment date and ending on and including the day immediately preceding the next succeeding interest payment date, with the exception that the first Interest Period shall commence on and include the Issue Date and end on and include March 14, 2022.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company.

“Issue Date” means September 14, 2021.

“Legal Holiday” means a Saturday, Sunday or other day on which banking institutions are not required by law or regulation to be open in Toronto, Montreal or the State of New York or where the Corporate Trust Office is located.

“Lien” means any mortgage, deed of trust, pledge, hypothec, lien, encumbrance, charge or security interest of any kind upon or with respect to any property of any kind, real or personal, moveable or immoveable, now owned or hereafter acquired.

“Letter of Transmittal” means the letter of transmittal, or its electronic equivalent in accordance with the Applicable Procedures, to be prepared by the Company and sent to all Holders of Securities for use by such Holders in connection with an Exchange Offer.

“Material Subsidiary” means any Subsidiary the revenue of which for the 12 months ending at the end of the most recently completed fiscal year of such Subsidiary represent 10% or more of the revenue of the Company on a consolidated basis for the 12 months ending at the end of the Company’s most recently completed fiscal year, or the gross assets of which as at the end of the most recently completed fiscal year of such Subsidiary represent 10% or more of the gross assets of the Company on a consolidated basis as at the end of the Company’s most recently completed fiscal year, calculated in each case in accordance with IFRS.

“Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, exercise of a Holder’s option to require the Company to purchase or repay the Security, or otherwise.

“Moody’s” means Moody’s Investors Service, Inc. and any successors.

“Net Rental Payments” under any lease for any period means the sum of the rental and other payments required to be paid in such period by the lessee thereunder, excluding any amounts required to be paid by such lessee (whether or not designated as rental or additional rental) on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges required to be paid by such lessee thereunder or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges.

“Non-Recourse Debt” means Indebtedness to finance the creation, development, construction or acquisition of assets and any increases in or extensions, renewals or refinancings of such Indebtedness; provided that the recourse of the lender thereof (including any agent, trustee, receiver or other Person acting on behalf of such entity) in respect of such Indebtedness is limited in all circumstances to the assets created, developed, constructed or acquired in respect of which such Indebtedness has been incurred and to the receivables, inventory, equipment, chattels payable, contracts, intangibles and other assets, rights or collateral connected with the assets created, developed, constructed or acquired and to which such lender has recourse.

“Offering Memorandum” means the offering memorandum dated September 9, 2021 relating to the offering of the Securities on the Issue Date.

“Officer” means any one of the Founder and Executive Chairman of the Board, the President and Chief Executive Officer, the Co-Chair of the Board, Executive Vice-President, Strategic Planning and Corporate Development, the Executive Vice-President and Chief Financial Officer, the Senior Vice-President, Finance & Treasury, and the Senior Vice-President and Corporate Controller; provided that with respect to any matter requiring two Officers, the Senior Vice-President, Finance & Treasury and the Senior Vice-President and Corporate Controller shall not act together.

“Officers’ Certificate” means a certificate signed by any two Officers and delivered to the Trustee.

“Opinion of Counsel” means a written opinion of counsel, who may be internal legal counsel for the Company, and who shall be reasonably acceptable to the Trustee.

“Outstanding”, when used with respect to Securities of any series, means, as of the date of determination, all Securities of such series theretofore authenticated and delivered under this Indenture, except:

(1) Securities of such series theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(2) Securities of such series, or portions thereof for which payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(3) Securities of such series, except to the extent provided in Sections 8.02 and 8.03, with respect to which the Company has effected defeasance and/or covenant defeasance as provided in Article 8; and

(4) Securities which have been issued pursuant to Section 2.07 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a “protected purchaser” (as defined in Article 8 of the UCC) in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities of such series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, or are present at a meeting of Holders for quorum purposes, Securities of such series owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities of such series which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

“Participant” means, with respect to the Depositary, a Person who has an account with the Depositary.

“Permitted Holder” (i) Serge Godin; (ii) any of the spouse, children or other lineal descendants (whether adoptive or biological) of the individual named in clause (i) above; (iii) the probate estate or succession of any individuals named in clauses (i) and (ii) above; (iv) any revocable or irrevocable intervivos or testamentary trust created solely for the benefit of (A) any of the foregoing individuals named in clauses (i) and (ii) above, (B) any person all of the Voting Stock of which is held, directly or indirectly, by, or for the benefit of, any of the foregoing individuals named in clauses (i) and (ii) above, and/or (C) any other revocable or irrevocable intervivos or testamentary trust created solely for the benefit of any of the foregoing individuals names in clauses (i) and (ii) above; and (v) any person all of the Voting Stock of which is held, directly or indirectly, by, or for the benefit of, any of the foregoing individuals, probate estates, successions or trusts specified in clauses (i), (ii), (iii) and (iv) above.

“Person” means any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Preferred Stock,” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“principal” of a Security means the principal of the Security plus the premium, if any, payable on the Security which is due or overdue or is to become due at the relevant time.

“Property” means all or any portion of a Person’s property and assets, both immovable (real) and movable (personal) (including, for greater certainty, any Capital Stock in any other Person).

“Private Placement Legend” means the legend set forth in Section 2.3(e)(1) of Appendix A hereof to be placed on all Securities issued under this Indenture except as otherwise permitted by the provisions of this Indenture.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Rating Agency” means each of Moody’s and S&P; provided that, if any of Moody’s or S&P ceases to rate a series of Securities or fails to make a rating of a series of Securities publicly available for any reason that is beyond the Company’s control, the Company may select (as certified by a resolution of the Company’s board of directors) a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, as a replacement agency for Moody’s or S&P, or both of them, as the case may be, in respect of such series of Securities.

“Ratings Downgrade” means the downgrading of a rating of Securities of the applicable series by each of the Rating Agencies such that, following the downgrades, such Securities are not rated Investment Grade by either Rating Agency. If a Rating Agency is not providing a rating for the applicable series of Securities at the commencement of any trigger period, such Securities will be deemed to have ceased to be rated Investment Grade by such Rating Agency during that trigger period.

“Reference Treasury Dealer” means each of (i) J.P. Morgan Securities LLC, Scotia Capital (USA) Inc. and TD Securities (USA) LLC, or their respective affiliates which are primary U.S. government securities dealers, and their respective successors; provided, however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. government securities dealer in The City of New York (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealers selected by the Company.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such redemption date.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of September 14, 2021, by and among the Company and J.P. Morgan Securities LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, HSBC Securities (USA) Inc., PNC Capital Markets LLC, CIBC World Markets Corp., National Bank of Canada Financial Inc., RBC Capital Markets, LLC, BMO Capital Markets Corp., Citigroup Global Markets Inc., SG Americas Securities, LLC, BNP Paribas Securities Corp. and Credit Agricole Securities (USA) Inc.

“Remaining Term” means the period from the redemption date of the Securities to be redeemed pursuant to Section 3.08(a) hereof to the 2026 Par Call Date or 2031 Par Call Date, as applicable, rounded to the nearest month.

“Restricted Definitive Security” means one or more Definitive Securities bearing the Private Placement Legend.

“Restricted Global Security” means 144A Global Securities and Regulation S Global Securities.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means S&P Global Ratings, a division of S&P Global, Inc., and any successors.

“Sale and Leaseback Transaction” means any arrangement with any Person providing for the leasing by the Company or any Subsidiary of any Property (whether such Property is now owned or hereafter acquired) that has been or is to be sold or transferred by the Company or such Subsidiary to such Person.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities” means the 2026 Securities and the 2031 Securities.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shelf Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

“Subsidiary” means, at any relevant time, any Person of which the outstanding voting shares or other interests carrying more than 50% of the outstanding voting rights attached to all outstanding voting shares or other interests are owned, directly or indirectly, by or for the Company and/or one or more Subsidiaries of the Company.

“Successor Person” means, with respect to any Person, the resulting Person formed by or continuing from such consolidation or amalgamation or into which such Person is merged or with which such Person enters into a statutory plan of arrangement or the acquiring Person that acquires or leases all or substantially all of such Person’s properties and assets.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to: (1) the weekly average yield to maturity representing the average of the daily yields appearing at 5:00 p.m., New York City time, on the relevant calculation date in the most recently published Data Download Program designated “H.15” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Remaining Term; provided that, if no maturity is within three months before or after the Remaining Term of the Securities to be redeemed or more than one maturity is within three months before or after the Remaining Term of the Securities to be redeemed and no maturity exactly corresponds to the Remaining Term, the weekly average yield for (A) the published maturity closest to but shorter than the Remaining Term and (B) the published maturity closest to but longer than the Remaining Term, both to be determined as described above, and the Treasury Rate will be interpolated or extrapolated from those yields on a straight line basis; or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the applicable Comparable Treasury Issue, calculated using a price for the applicable Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the related Comparable Treasury Price for such redemption date. The Treasury Rate will be determined on the third Business Day preceding the redemption date.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of this Indenture.

“Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.

“Trust Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject or who shall have direct responsibility for the administration of this Indenture.

“Unrestricted Definitive Securities” means one or more Definitive Securities that do not and are not required to bear the Private Placement Legend.

“Unrestricted Global Securities” means one or more Global Securities that do not and are not required to bear the Private Placement Legend and are deposited with and registered in the name of the Depositary or its nominee.

“Voting Stock” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the Capital Stock or Capital Securities of such person that is at the time entitled to vote generally in the election of the board of directors, managers or other members of the governing body of such person.

SECTION 1.02. Other Definitions.


Term		Defined in Section
“144A Global Security”		Appendix A 2.1(a)
“2026 144A Global Security”		Appendix A 2.1(a)
“2026 Registered Global Security”		Appendix A 2.1(b)
“2026 Regulation S Global Security”		Appendix A 2.1(a)
“2031 144A Global Security”		Appendix A 2.1(a)
“2031 Registered Global Security”		Appendix A 2.1(b)
“2031 Regulation S Global Security”		Appendix A 2.1(a)
“Agent Members”		Appendix A 2.1(c)
“Additional Amounts”		12.01(a)
“Appendix A”		2.01
“Applicable Law”		13.12
“Canadian Tax Act”		12.01(a)(1)
“Change of Control Offer”		4.03(a)
“Change of Control Payment Date”		4.03(b)(4)
“Co-Trustee”		7.08
“covenant defeasance”		8.03
“defeasance”		8.02
“DTC”		2.03
“Event of Default”		6.01
“Excluded Holder”		12.01(a)
“FATCA”		12.01(a)(4)
“Global Security”		Appendix A 2.1(a)
“Indemnified Taxes”		12.01(a)
“Notice of Default”		6.01(4)
“Paying Agent”		2.03
“Permitted Liens”		4.04(b)
“Registered Global Security”		Appendix A 2.1(b)
“Registrar”		2.03
“Regulation S Global Security”		Appendix A 2.1(a)
“Successor Company”		5.01(a)(1)
“U.S. Government Obligations”		8.04

SECTION 1.03. Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the TIA which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings:

“Commission” means the SEC;

“indenture securities” means the Securities;

“indenture security holder” means a Holder;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the indenture securities means the Company and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

SECTION 1.04. Rules of Construction. Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with IFRS;

(3) “or” is not exclusive;

(4) “including” means including without limitation;

(5) words in the singular include the plural and words in the plural include the singular;

(6) unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its nature as unsecured Indebtedness;

(7) secured Indebtedness shall not be deemed to be subordinate or junior to any other secured Indebtedness merely because it has a junior priority with respect to the same collateral;

(8) the principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with IFRS;

(9) all references to the date the Securities were originally issued shall refer to the Issue Date.

SECTION 1.05. Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By the execution and delivery of this Indenture, the Company (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, CGI Technologies and Solutions Inc., 11325 Random Hills, Fairfax, VA 22030 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities or this Indenture that may be instituted in any United States federal or New York state court in The City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities in any United States federal or New York state court in The City of New York, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) agrees that service of process upon CGI Technologies and Solutions Inc. and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 13.01), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CGI Technologies and Solutions Inc. in full force and effect so long as any of the Securities shall be Outstanding or any amounts shall be payable in respect of any Securities.

The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action, suit or proceeding in any such court.

To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Securities, to the extent permitted by law.

SECTION 1.06. Currency. References herein to “$” are to lawful money of United States of America.

SECTION 1.07. Series. The 2026 Securities and the 2031 Securities will be two separate series (each a “series”) of Securities under this Indenture.

SECTION 1.08.Interest Act (Canada). For disclosure purposes under the Interest Act (Canada), whenever in this Indenture or any Securities issued hereunder interest at a specified rate is to be calculated on the basis of a period less than a calendar year, the yearly rate of interest to which such rate is equivalent is such rate multiplied by the actual number of days in the relevant calendar year and divided by the number of days in such period.

Article 2

The Securities

SECTION 2.01. Form and Dating. Provisions relating to the Securities are set forth in Appendix A attached hereto (“Appendix A”) which is hereby incorporated in, and expressly made part of, this Indenture. The Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit 1.1, Exhibit 1.2 and Exhibit 1.3 to Appendix A, in the case of the 2026 144A Securities, 2026 Regulation S Securities and 2026 Registered Global Securities, respectively, and Exhibit 2.1, Exhibit 2.2 and Exhibit 2.3 to Appendix A, in the case of the 2031 144A Securities, 2031 Regulation S Securities and 2031 Registered Global Securities, respectively, which are hereby incorporated in, and expressly made a part of, this Indenture. The Securities of each series may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Appendix A are part of the terms of this Indenture.

SECTION 2.02. Execution and Authentication. Two Officers shall sign the Securities for the Company by manual, electronic or facsimile signature.

If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless.

A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

The Trustee, upon a written order of the Company signed by two Officers of the Company, together with the other documents required by Sections 13.04 and 13.05, shall authenticate (i) 2026 Securities for original issue on the Issue Date in the aggregate principal amount not to exceed $600,000,000 and (ii) Additional 2026 Securities. The Trustee, upon a written order of the Company signed by two Officers of the Company, together with the other documents required by Sections 13.04 and 13.05, shall authenticate (i) 2031 Securities for original issue on the Issue Date in the aggregate principal amount not to exceed $400,000,000 and (ii) Additional 2031 Securities. Such written orders of the Company shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated.

The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

SECTION 2.03. Registrar and Paying Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent.

The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company may change the Paying Agent or Registrar without prior notice to the Holders. The Company or any wholly owned Subsidiary of the Company incorporated or organized within The United States of America may act as Paying Agent, Registrar, co-registrar or transfer agent.

The Company initially appoints the Trustee as Registrar and Paying Agent in connection with the Securities of each series.

The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Securities.

SECTION 2.04. Paying Agent To Hold Money in Trust. Prior to each due date of the principal of and interest on any Security, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders of Securities of a series or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Securities of such series and shall notify the Trustee of any default by the Company in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee.

SECTION 2.05. Lists of Holders of Securities. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders of Securities of each series. If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing at least five Business Days before each interest payment date with respect to a series of Securities and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders of Securities of such series.

SECTION 2.06. Transfer and Exchange. The Securities of each series shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer. When a Security is presented to the Registrar or a co-registrar, if any, with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of this Indenture (including the Appendix A thereto) are met. When Securities of a series are presented to the Registrar or a co-registrar, if any, with a request to exchange them for an equal principal amount of Securities of such series of other denominations, the Registrar shall make the exchange as requested if the same requirements are met.

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Definitive Security or Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Depositary.

SECTION 2.07. Replacement Securities. If any mutilated Security is surrendered to the Trustee or either the Company or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Security, the Company shall issue and the Trustee, upon receipt of evidence of authentication in accordance with Section 2.02, shall authenticate a replacement Security if the Trustee’s requirements for replacement of Securities are met. An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Paying Agent and any authenticating agent from any loss that any of them may suffer if a Security is replaced. The Trustee and the Company each may charge such Holder for their expenses in replacing such Security.

Every replacement Security is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Securities duly issued hereunder.

Every replacement Security is an additional obligation of the Company.

SECTION 2.08. Outstanding Securities. Securities of a series outstanding at any time are all Securities of such series authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security.

If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code).

If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) of a series to be redeemed or maturing, as the case may be, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

SECTION 2.09. Temporary Securities. Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Securities and deliver them in exchange for temporary Securities.

SECTION 2.10. Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and dispose of (subject to the record retention requirements of the Trustee’s internal policies and procedures and of the Exchange Act) all Securities surrendered for registration of transfer, exchange, payment or cancellation and deliver a certificate of such cancellation to the Company unless the Company directs the Trustee to deliver canceled Securities to the Company. The Company may not issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee for cancellation.

SECTION 2.11. Defaulted Interest. If the Company defaults in a payment of interest on the Securities of a series, the Company shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) on such series in any lawful manner. The Company may pay the defaulted interest on a series of Securities to the persons who are Holders of Securities of such series on a subsequent special record date. The Company shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly deliver to each Holder of Securities of such series a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

SECTION 2.12. CUSIP Numbers, ISINs, etc. The Company in issuing the Securities may use “CUSIP” numbers, ISINs and “Common Code” numbers (in each case if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers, ISINs and “Common Code” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall advise the Trustee in writing of any change in any “CUSIP” numbers, ISINs or “Common Code” numbers applicable to the Securities.

SECTION 2.13. Issuance of Additional Securities. After the Issue Date, the Company shall be entitled, to issue Additional Securities of any series under this Indenture, which Securities shall have identical terms as the Securities of the same series issued on the Issue Date, other than with respect to the date of issuance, issue price and rights under a related Registration Rights Agreement. All 2026 Securities issued under this Indenture (including any Additional 2026 Securities) shall be treated as a single class for all purposes of this Indenture, including waivers, amendments, redemptions and offers to purchase, and all 2031 Securities issued under this Indenture (including any Additional 2031 Securities) shall be treated as a single class for all purposes of this Indenture, including waivers, amendments, redemptions and offers to purchase.

The 2026 Securities and the 2031 Securities each shall be treated as a separate class for all purposes of this Indenture, including in respect of waivers, amendments, redemptions, offers to purchase and the application of, and determination of compliance with, the covenants contained in Article 4 hereof.

With respect to any Additional Securities of a series, the Company shall set forth in a resolution of the Board of Directors and an Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:

(1) the series and the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture that the Company is relying on to issue such Additional Securities; and

(2) the issue price, the issue date and the CUSIP number and ISIN, if any, of such Additional Securities; provided, however, that if the Additional Securities are not fungible with the applicable series of Securities for U.S. federal income tax purposes, the Additional Securities will have a separate CUSIP number; and provided further that if any Additional Securities are subject to resale restrictions under Canadian securities laws which expire on a date different from the date specified in Section 2.03(f)(3), such Additional Securities will have a separate CUSIP permitting them to be distinguished from the applicable series of Securities for purposes of permitting compliance with such resale restrictions.

In addition to the foregoing, the Company shall deliver to the Trustee a written order as described in Section 2.01, an Opinion of Counsel as to enforceability of the Additional Securities, together with an Opinion of Counsel that all conditions precedent to the issuance and authentication of the Additional Securities have been satisfied.

SECTION 2.14. Additional Interest.

If Additional Interest is payable by the Company pursuant to the Registration Rights Agreement and paragraph 1 of the Securities of any series, the Company shall deliver to the Trustee a certificate to that effect stating (i) the series and the amount of such Additional Interest that is payable and (ii) the date on which such interest is payable pursuant to Section 4.01 hereof. Unless and until a Trust Officer of the Trustee receives such a certificate or instruction or direction from the Company in accordance with the terms of this Indenture, the Trustee may assume without inquiry that no Additional Interest is payable. The foregoing shall not prejudice the rights of the Holders with respect to their entitlement to Additional Interest as otherwise set forth in this Indenture or the Securities including the right to pursue any action against the Company directly or otherwise direct the Trustee to take any such action in accordance with the terms of this Indenture and the Securities. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the details of such payment.

Article 3

Redemption

SECTION 3.01. Notices to Trustee. If the Company elects to redeem Securities of any series pursuant to Section 3.08 or Section 3.09, it shall notify the Trustee in writing of the redemption date, the principal amount of Securities to be redeemed, the redemption price, if then ascertainable and the paragraph or subparagraph of such Article or Section of this Indenture pursuant to which the redemption shall occur.

The Company shall give each notice to the Trustee provided for in this Section at least 3 Business Days prior to when notice is given to holders pursuant to Section 3.03, unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company to the effect that notice to the holders of such redemption will comply with the conditions herein.

SECTION 3.02. Selection of Securities to Be Redeemed. If fewer than all the Securities of any series are to be redeemed, the Trustee shall select the Securities of such series to be redeemed, (1) if such Securities are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Securities are listed, (2) if such Securities are not so listed but are in global form, by lot or otherwise in accordance with the procedures of DTC or (3) such Securities are not so listed and are not in global form, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem fair and appropriate; although no Security of $2,000 in original principal amount or less will be redeemed in part. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be redeemed.

SECTION 3.03. Notice of Redemption. At least 10 days but not more than 60 days before a date for redemption of Securities of a series, the Company shall send, or cause to be sent (in the case of Securities held in book-entry form, by electronic transmission) a notice of redemption to each Holder of Securities of such series to be redeemed at such Holder’s registered address or otherwise in accordance with the procedures of the Depositary. Notwithstanding the above, when notice has to be given to a holder of a global security (including any notice of redemption) such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with Applicable Procedures. Notices to the Trustee may be given by email in PDF format.

The notice shall identify the Securities of such series to be redeemed and shall state:

(1) the redemption date;

(2) the redemption price;

(3) the name and address of the Paying Agent;

(4) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(5) if fewer than all the outstanding Securities of such series are to be redeemed, the identification and principal amounts of the particular Securities to be redeemed;

(6) that, unless the Company defaults in making such redemption payment, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date;

(7) the “CUSIP” number, ISIN or “Common Code” number, if any, printed on the Securities being redeemed; and

(8) that no representation is made as to the correctness or accuracy of the “CUSIP” number, ISIN, or “Common Code” number, if any, listed in such notice or printed on the Securities.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense. In such event, the Company shall provide the Trustee with an Officers’ Certificate delivered five Business Days prior to notification of the Holders (unless the Trustee consents to a shorter period) containing the information required by this Section.

SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is sent, Securities of a series called for redemption become due and payable on the redemption date and at the redemption price stated in the notice. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), and such Securities shall be canceled by the Trustee. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

SECTION 3.05. Deposit of Redemption Price. No later than 11:00 a.m. Eastern time on the redemption date, the Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Securities of a series or portions thereof to be redeemed on that date other than Securities of such series or portions of Securities of such series called for redemption which have been delivered by the Company to the Trustee for cancellation.

SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security of a series that is redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder (at the Company’s expense) a new Security of such series equal in principal amount to the unredeemed portion of the Security surrendered.

SECTION 3.07. No Mandatory Redemption. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Securities. The Company and is Subsidiaries may acquire Securities through redemption, by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws and regulations, so long as such acquisition does not otherwise violate the terms of this Indenture, upon such terms and at such prices as the Company or its Subsidiaries may determine.

SECTION 3.08. Optional Redemption.

(a) The provisions of this Section 3.08(a) shall apply to the 2026 Securities.

(1) Prior to the 2026 Par Call Date, the Company may redeem the 2026 Securities in whole or in part, any time or from time to time prior to their Maturity, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2026 Securities being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon to the 2026 Par Call Date (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 15 basis points, plus, in each case, accrued and unpaid interest thereon to the redemption date.

(2) At any time and from time to time on or after the 2026 Par Call Date, the Company may redeem the 2026 Securities, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2026 Securities being redeemed plus accrued and unpaid interest to the redemption date.

(b) The provisions of this Section 3.08(b) shall apply to the 2031 Securities.

(1) Prior to the 2031 Par Call Date, the Company may redeem the 2031 Securities in whole or in part, any time or from time to time prior to their Maturity, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2031 Securities being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon to the 2031 Par Call Date (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 20 basis points, plus, in each case, accrued and unpaid interest thereon to the redemption date.

(2) At any time and from time to time on or after the 2031 Par Call Date, the Company may redeem the 2031 Securities, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2031 Securities being redeemed plus accrued and unpaid interest to the redemption date.

SECTION 3.09. Tax Redemption.

(a) The Securities of a series shall be subject to redemption at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest to, but not including, the date fixed for redemption, upon the giving of a notice as described below, if the Company determines that:

(1) as a result of (A) any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the Company’s successor) or of any political subdivision or taxing authority thereof or therein affecting taxation, or (B) any change in the official position regarding the application or interpretation of such laws, regulations or rulings by any legislative body, court, governmental agency or regulatory authority (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after (i) September 9, 2021, or (ii) the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, the Company or such successor, as applicable, has or shall become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts pursuant to Section 12.01 with respect to any Security of such series; or

(2) on or after (i) September 9, 2021, or (ii) the date a party organized in a jurisdiction other than Canada or the United States becomes the Company’s successor, any action has been taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the jurisdiction of organization of the Company’s successor) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in Section 3.09(a)(1), whether or not such action was taken or such decision was rendered with respect to the Company or such successor, as applicable, or any change, amendment, application or interpretation will be officially proposed, which, in any such case, in an Opinion of Counsel, will result in the Company, or such successor, as applicable, becoming obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Security of such series, and, in any such case, the Company, in its business judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to the Company;

provided, however, that (i) no such notice of redemption may be given earlier than 60 or later than 30 days prior to the date fixed for redemption and such notice shall specify the date fixed for redemption, and (ii) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect.

(b) In the event that the Company elects to redeem the Securities of a series pursuant to Section 3.09(a), the Company shall deliver to the Trustee an Officers’ Certificate stating that the Company is entitled to redeem the Securities of such series pursuant to their terms.

Article 4

Covenants

SECTION 4.01.Payment of Securities. The Company shall promptly pay the principal of (and premium, if any) and interest on the Securities on the dates and in the manner provided in the Securities and in this Indenture. Principal and interest shall be considered paid on the date due if the Trustee or the Paying Agent holds in accordance with this Indenture as of 11:00 a.m. Eastern time on the due date money sufficient to pay all principal and interest then due.

The Company shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

The Company shall pay Additional Interest, if any, in the same manner, on the dates and in the amounts set forth in the Registration Rights Agreement, the Securities and this Indenture. For all purposes of this Indenture and the Securities, references to interest payable on the Securities shall be deemed to include Additional Interest, if any.

SECTION 4.02.Provision of Financial Information.

(a) The Company shall file with the Trustee, within 15 days after the date the Company files the same with the SEC, copies, which may be in electronic format, of the Company’s annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act; provided that any such information, documents or reports filed with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval (or EDGAR) system shall be deemed to be filed with the Trustee, provided further that the Trustee shall have no duty to determine whether any such filing has occurred. Notwithstanding that the Company may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Company shall continue to provide the Trustee:

(1) within 140 days after the end of each fiscal year, the information required to be contained in annual reports on Form 20-F, Form 40-F or Form 10-K, as applicable (or any successor form); and

(2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, the information required to be contained in reports on Form 6-K or Form 10-Q, as applicable (or any successor form);

which, in each case, regardless of applicable requirements shall, at a minimum, contain such information required to be provided in annual or quarterly (as applicable) reports under the laws of Canada or any province thereof to security holders of a corporation that is a reporting issuer domiciled in Quebec with securities listed on the Toronto Stock Exchange, whether or not the Company has any of its securities listed on such exchange.

(b) The information required pursuant to Section 4.02(a), to the extent permitted by the rules and regulations of the SEC, shall be prepared in accordance with Canadian disclosure requirements and IFRS as applicable; provided, however, that the Company shall not be obligated to file such reports with the SEC if the SEC does not permit such filings.

(c) In addition, for so long as any Securities of a series are not freely tradable under the Securities Act, if at any time the Company is neither subject to Section 13 or 15(d) of the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, the Company shall furnish to Holders and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(d) Delivery of reports, information and documents pursuant to this Section 4.02 to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants or with respect to any reports or other documents filed with the SEC.

SECTION 4.03.Change of Control. (a) Upon the occurrence of a Change of Control Repurchase Event, unless all Securities of such series have been called for redemption pursuant to Section 3.08, the Company shall be required to make an offer (the “Change of Control Offer”) to each Holder of the Securities of such series to repurchase all or any part (in denominations of $2,000 and integral multiples of $1,000 in excess thereof) of such Holder’s Securities of such series at a repurchase price in cash equal to the Change of Control Payment.

(b) Within 45 days following any Change of Control Repurchase Event, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company shall send, or cause to be sent, a notice to each Holder of Securities of such series, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event offering to repurchase the Securities of such series on the Change of Control Payment Date specified in such notice and specifying:

(1) if applicable, that a Change of Control has occurred and that such Holder has the right to require the Company to purchase all or a portion of such Holder’s Securities of such series at a repurchase price in cash equal to the Change of Control Payment and that all Securities of such series tendered will be accepted for payment;

(2) the circumstances and relevant facts regarding such Change of Control;

(3) the instructions, as determined by the Company, consistent with this Section 4.03, that a Holder must follow in order to have its Securities of such series purchased; (4) the Change of Control Payment and the repurchase date, which date shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is sent, other than as may be required by law (the “Change of Control Payment Date”);

(5) the CUSIP number for the Securities of such series;

(6) that any Security of such series not tendered will continue to accrue interest;

(7) that, unless the Company defaults in the payment of the Change of Control Payment, all Securities of such series accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

(8) that Holders electing to have any Securities of such series purchased pursuant to a Change of Control Offer will be required to surrender such Securities to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(9) that Holders will be entitled to withdraw their election referred to in clause (8) if the Paying Agent receives, not later than the close of business on the first Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities of such series delivered for purchase, and a statement that such Holder is withdrawing his election to have the Securities of such series purchased;

(10) that Holders whose Securities of such series are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities of such series surrendered, which unpurchased portion will be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and

(11) if such notice is sent prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.

(c) The Company shall cause the Change of Control Offer to remain open for at least 20 Business Days or such longer period as is required by applicable law. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities of a series as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.03, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.03 by virtue of such conflict.

(d) On the Change of Control Payment Date, the Company will, to the extent lawful:

(1) accept for payment all Securities of such series or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Trustee or the Paying Agent, as applicable, an amount equal to the Change of Control Payment in respect of all Securities of such series or portions of Securities of such series properly tendered; and

(3) deliver or cause to be delivered to the Trustee or the Paying Agent, as applicable, the Securities of such series so accepted by the Company, for cancellation, together with an Officers’ Certificate stating the aggregate principal amount of Securities of such series or portions of Securities of such series being purchased by the Company.

(e) The Trustee or the Paying Agent, as applicable, will promptly send to each Holder of Securities of the applicable series properly tendered the Change of Control Payment for Securities of such series, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Security of such series equal in principal amount to any unpurchased portion of any Securities of such series surrendered; provided, that each new Security of such series will be in a minimum principal amount of $2,000 and integral multiple of $1,000 in excess thereof.

(f) The Company shall not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.03 applicable to a Change of Control Offer made by the Company and such third party purchases all Securities of such series properly tendered and not withdrawn under such Change of Control Offer.

(g) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Securities of such series accept the Change of Control Offer upon a Change of Control Repurchase Event and the Company purchases all of the Securities of such series held by such Holders, the Company shall have the right, upon not less than 10 days’ nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer, to redeem all of the Securities of such series that remain outstanding following such purchase at a redemption price equal to 101% of the aggregate principal amount of the Securities of such series redeemed plus any accrued and unpaid interest on the Securities of such series redeemed to, but not including, the date of redemption.

(h) The provisions set forth in this Section 4.03 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Securities of the applicable series.

SECTION 4.04.Limitation on Liens. (a) The Company shall not, and shall not suffer or permit any of its Material Subsidiaries to, enter into or grant, create, assume or suffer to exist any Indebtedness secured by any Lien on any of their Property (other than Permitted Liens) without effectively providing that the Securities will be secured equally and ratably with (or prior to) such secured Indebtedness, so long as such Indebtedness shall be so secured.

(b) For purposes of this Indenture, “Permitted Liens” shall mean the following:

(1) Liens on Property or Indebtedness of any Person existing at the time such Person becomes a Material Subsidiary of the Company or created, incurred, issued or assumed in connection with the acquisition of any such Person;

(2) Liens on any Property existing at the time of acquisition of such Property by the Company or any of its Material Subsidiaries, whether or not assumed by the Company or such Material Subsidiary; provided that no such Lien will extend to any other Property of the Company or any of its Material Subsidiaries;

(3) Liens on all or any part of any Property (including any improvements or additions to improvements on a Property) hereafter acquired, developed, expanded or constructed by the Company or any of its Material Subsidiaries to secure the payment of all or any part of the purchase price, cost of acquisition or cost of development, expansion or construction of such Property or of improvements or additions to improvements thereon (or to secure any Indebtedness incurred by the Company or any of its Material Subsidiaries for the purpose of financing all or any part of the purchase price, cost of acquisition or cost of development, expansion or construction thereof or of improvements or additions to improvements thereon) created prior to, at the time of, or within 360 days after the later of, the acquisition, development, expansion or completion of construction (including construction of improvements or additions to improvements thereon), or commencement of full operation of such Property; provided that no such Lien shall extend to any other Property of the Company or any of its Material Subsidiaries other than, in the case of any such construction, improvement, development, expansion or addition to improvements, all or any part of any other Property on which the Property so constructed, developed or expanded, or the improvement or addition to improvement, is located;

(4) Liens on any Property of any Material Subsidiary of the Company to secure Indebtedness owing by it to the Company or to another Material Subsidiary of the Company;

(5) Liens securing Indebtedness of the Company or any of its Material Subsidiaries outstanding on the Issue Date;

(6) the extension, renewal or refinancing of any Permitted Lien, provided that the amount of Indebtedness so secured does not exceed the original amount of Indebtedness secured immediately prior to such extension, renewal or refinancing, plus an amount necessary to pay fees and expenses, including premiums, related to such extension, renewal or refinancing, and the Lien is not extended to any additional Property of the Company or its Material Subsidiaries;

(7) Liens on the capital securities of Subsidiaries of the Company formed outside of the United States and Canada that may be designated by the Company as restricted subsidiaries under the terms of the its existing or future Indebtedness and which may be granted in lieu of a guarantee by such Subsidiary in circumstances where such Subsidiary is either prevented from or limited in its ability to guarantee such Indebtedness; and

(8) any transaction or series of transactions pursuant to which the Company or any of its Material Subsidiaries sells, transfers, disposes of, securitizes or enters into any other asset-backed financing of trade accounts receivable of or owing to the Company or any of its Subsidiaries, and any contract rights related thereto, in each case on customary terms for fair value as determined at the time of consummation in good faith by the Company.

(c) Notwithstanding Section 4.04(a), the Company or any of its Material Subsidiaries may enter into or grant, create, assume or suffer to exist Indebtedness secured by a Lien without equally and ratably securing the Securities if, when such secured Indebtedness is entered into or granted, created, assumed or exists and after giving effect thereto, the total amount of all outstanding secured Indebtedness (excluding Permitted Liens) plus the aggregate Attributable Debt relating to Sale and Leaseback Transactions incurred pursuant to Section 4.05(b)(2) does not exceed 20% of Consolidated Net Tangible Assets.

SECTION 4.05.Limitation on Sale and Leaseback Transactions. (a) Neither the Company nor any of its Material Subsidiaries may enter into any Sale and Leaseback Transactions involving any of Property, unless either:

(1) the Company or such Material Subsidiary would be entitled to incur Indebtedness secured by a Permitted Lien on such Property, or

(2) within 180 days, the Company applies to the purchase of property or to the retirement of Funded Debt of the Company an amount not less than the greater of (a) the net proceeds of the sale of the Property leased pursuant to the arrangement and (b) the fair market value of the Property so leased.

(b) Section 4.05(a) not apply to the following:

(1) a Sale and Leaseback Transaction between the Company and a Material Subsidiary of the Company or between Material Subsidiaries of the Company, or that involves the taking back of a lease for a period of less than three years; or

(2) if, at the time of the Sale and Leaseback Transactions, after giving effect to such transaction, the aggregate Attributable Debt relating to such transaction and all other Sale and Leaseback Transactions incurred pursuant to this clause (2) plus all outstanding secured Indebtedness (excluding Permitted Liens) does not exceed 20% of Consolidated Net Tangible Assets.

SECTION 4.06.[Reserved]

SECTION 4.07.Waiver of Certain Covenants. The Company may, with respect to any series of Securities, omit in any particular instance to comply with any term, provision or condition set forth in Sections 4.02 through 4.05, inclusive, if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to waive compliance with any covenant or condition hereunder. If a record date is fixed, the Holders of such record date, or their duly appointed agents, and only such Persons shall be entitled to waive any such compliance, whether or not such Holders remain Holders after such record date, provided that unless the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of such series shall have waived such compliance prior to the date which is 90 days after such record date, any such waiver previously given shall automatically and without further action by any Holder be cancelled and of no further effect.

SECTION 4.08. Statement by Officers as to Compliance; Statement by Officers as to Default . The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of Section 4.04 through 4.05, inclusive, and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

SECTION 4.09. Further Instruments and Acts. The Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 4.10. Registration Rights Agreement. Holders of the Securities shall be entitled to the benefits of the Registration Rights Agreement, which agreement is incorporated by reference herein and forms a part of the terms and conditions of the Securities.

Article 5

Successor Company

SECTION 5.01.When Company May Merge or Transfer Assets. (a) The Company shall not consolidate or amalgamate with or merge into or enter into any statutory arrangement with any other Person, or, directly or indirectly, convey, transfer or lease all or substantially all of its properties and assets to any Person, unless:

(1) the Person formed by or continuing from such consolidation or amalgamation or into which the Company is merged or with which the Company enters into such statutory arrangement or the Person which acquires or leases all or substantially all of the Company’s properties and assets (the “Successor Company”) is organized and existing under the laws of the United States, any state thereof or the District of Columbia, or the laws of Canada or any province or territory thereof, or, if such consolidation, amalgamation, merger, statutory arrangement or other transaction would not impair the rights of Holders, in any other country, provided that if such Successor Company is organized under the laws of a jurisdiction other than the United States, any state thereof or the District of Columbia, or the laws of Canada or any province or territory thereof, the Successor Company assumes the Company’s obligations under the Securities and this Indenture to pay Additional Amounts, and, in connection therewith, for purposes of Sections 3.09 and 12.01, the name of such successor jurisdiction shall be added with “Canada” in each place that “Canada” appears therein

(2) the Successor Company expressly assumes, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, or assumes by operation of law, the Company’s obligation for the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the Securities (including any Additional Amounts under Section 12.01 hereof) and all of the Company’s obligations under this Indenture;

(3) immediately before and after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default shall have happened and be continuing; and

(4) the Company or such Person shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and any such supplemental indenture is authorized or permitted pursuant to this Article 5 and the Securities, and that all conditions precedent herein provided for relating to such transaction have been complied with.

This Section shall only apply to a merger, statutory arrangement, amalgamation or consolidation in which the Company is not the surviving corporation and to conveyances, leases and transfers by the Company as transferor or lessor.

SECTION 5.02. Successor Company Substituted. In case of any such consolidation, amalgamation, merger, statutory arrangement, sale, conveyance or lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all of the Securities and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such Successor Company shall succeed to and be substituted for the Company, with the same effect as if it had been the Company and the Company shall thereupon be relieved of any further obligation or liabilities hereunder or upon the Securities, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound-up or liquidated. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of this Indenture.

In case of any such consolidation, amalgamation, merger, statutory arrangement, sale, conveyance or lease, or change in the name of the Company, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may, in the opinion of the Trustee, be appropriate.

SECTION 5.03. Securities to be Secured in Certain Events. If, upon the consummation of any transaction referenced in Section 5.01, any of the Company’s Property would thereupon become subject to a Lien, then unless such Lien could be created pursuant to Section 4.04 without equally and ratably securing the Securities, the Company, simultaneously with (or prior to) such transaction, shall secure the Outstanding Securities (together with, if the Company shall so determine, any other Indebtedness of the Company now existing or hereafter created which is not subordinate to the Securities) equally and ratably with (or prior to) the Indebtedness secured by such Lien, or shall cause such Outstanding Securities to be so secured.

Article 6

Defaults and Remedies

SECTION 6.01. Events of Default. Each of the following is an “Event of Default” with respect to a series of Securities:

(1) default in the payment of any interest or Additional Amounts due on any Security of such series when such interest becomes due and payable and such default is continued for 30 days;

(2) default in the payment of the principal of (or premium, if any, on) any Security of such series when it becomes due and payable;

(3) default in the performance, or breach, of any of the covenants of the Company in Section 5.01(a) of this Indenture in respect of the Securities of such series;

(4) default in the performance, or breach, of any other covenants of the Company in this Indenture in respect of the Securities of such series, and such default or breach is continued for 60 days after there has been given to the Company a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal of Outstanding Securities of any series affected thereby;

(5) if an event of default (as defined in any indenture or instrument under which the Company or any Subsidiary of the Company has at the time of this Indenture or shall thereafter have outstanding any Indebtedness) shall have occurred and be continuing, or the Company or any Subsidiary of the Company shall have failed to pay principal amounts with respect to such Indebtedness at maturity and such event of default or failure to pay shall have resulted in Indebtedness under such indentures or instruments being declared due, payable or otherwise being accelerated, in either event so that an amount in excess of $100,000,000 shall be or become due, payable and accelerated upon such declaration or prior to the date on which the same would otherwise have become due, payable and accelerated (the “accelerated indebtedness”), and such acceleration shall not be rescinded or annulled, or such event of default or failure to pay under such indenture or instrument shall not be remedied or cured, whether by payment or otherwise, or waived by the holders of such accelerated indebtedness, then (a) if the accelerated indebtedness shall be as a result of an event of default which is not related to the failure to pay principal or interest on the terms, at the times, and on the conditions set out in any such indenture or instrument, it shall not be considered an Event of Default for purposes of this Indenture until 30 days after such Indebtedness has been accelerated, or (b) if the accelerated indebtedness shall occur as a result of such failure to pay principal or interest or as a result of an event of default which is related to the failure to pay principal or interest on the terms, at the times, and on the conditions set out in any such indenture or instrument, then (i) if such accelerated indebtedness is, by its terms, Non-Recourse Debt to the Company or the Company’s Subsidiaries, it shall not be considered an Event of Default for purposes of this Indenture; or (ii) if such accelerated indebtedness is recourse to the Company or the Company’s Subsidiaries, any requirement in connection with such failure to pay or event of default for the giving of notice or the lapse of time or the happening of any further condition, event or act under such other indenture or instrument in connection with such failure to pay or event of default shall be applicable together with an additional seven days before being considered an Event of Default for purposes of this Indenture;

(6) failure by the Company or any Subsidiary of the Company to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $100,000,000, which judgments are not paid, discharged or stayed for a period of 60 days or more after such judgment becomes final and non-appealable;

(7) the entry of a decree or order by a court of competent jurisdiction adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or any other applicable insolvency law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; and

(8) the institution by the Company of proceedings to be adjudicated a bankrupt or insolvent, or the consent by the Company to the institution of bankruptcy or insolvency proceedings against the Company, or the filing by the Company of a petition or answer or consent seeking reorganization or relief under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or any other applicable insolvency law, or the consent by the Company to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of the property of the Company, or the making by the Company of an assignment for the benefit of creditors, or the admission by the Company in writing of its inability to pay its debts generally as they become due.

Upon the occurrence of an Event of Default pursuant to this Section 6.01 with respect to Securities of a series all or part of which is represented by a Global Security, a record date shall automatically and without any other action taken by any Person be set for the purpose of determining the Holders of Outstanding Securities of such series entitled to join in any Notice of Default, which record date shall be the close of business on the day the Trustee shall have received such Notice of Default. The Holders of Outstanding Securities of such series on such record date (or their duly appointed agents), and only such Persons, shall be entitled to join in such Notice of Default, whether or not such Holders remain Holders after such record date; provided that, unless such Notice of Default shall have become effective by virtue of Holders of the requisite principal amount of Outstanding Securities of such series on such record date (or their duly appointed agents) having joined in such Notice of Default prior to the day which is 90 days after such record date, such Notice of Default shall automatically and without any action by any Person be cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder (or duly appointed agent thereof) from giving, before or after expiration of such 90-day period, a Notice of Default contrary to or different from a Notice of Default previously given by a Holder, or from giving, after the expiration of such period, a Notice of Default identical to a Notice of Default that has been cancelled pursuant to the proviso to the preceding sentence, in any of which events a record date in respect thereof shall be set pursuant to the provisions of this Section 6.01.

SECTION 6.02. Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in Section 6.01 with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount, if any, of the Outstanding Securities of such series may declare the principal amount of all of the Securities of such series and all interest thereon to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration such principal amount (or specified portion thereof) shall become immediately due and payable.

At any time after such a declaration of acceleration with respect to Securities of any series (or of all series, as the case may be) has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series (or of all series, as the case may be), by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if:

(1) the Company has paid or deposited with the Trustee a sum sufficient to pay in U.S. dollars,

(A)

all overdue interest, if any, on all Outstanding Securities of such series (or of all series, as the case may be),

(B)

all unpaid principal of (and premium, if any, on) any Outstanding Securities of such series (or of all series, as the case may be) which has become due otherwise than by such declaration of acceleration, and interest, if any, on such unpaid principal (and premium, if any) at the rate or rates prescribed therefor in such Securities,

(C)

to the extent that payment of such interest is lawful, interest on overdue interest, if any, at the rate or rates prescribed therefor in such Securities, and

(D)

all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

(2) all Events of Default with respect to Securities of such series (or of all series, as the case may be) other than the non-payment of amounts of principal of (or premium, if any, on) or interest on Securities of such series (or of all series, as the case may be) which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Securities because of an Event of Default specified in Section 6.01(7) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or otherwise paid in full.

Upon the Trustee providing any declaration of acceleration, or rescission and annulment thereof pursuant to this Section 6.02 with respect to Securities of any series all or part of which are represented by a Global Security, a record date shall automatically and without any other action by any Person be set for the purpose of determining the Holders of Outstanding Securities of such series entitled to join such declaration of acceleration, or rescission and annulment, as the case may be, which record date shall be the close of business on the date the Trustee shall have provided such declaration of acceleration, or rescission and annulment, as the case may be. The Holders of Outstanding Securities of such series on such record date (or their duly appointed agents), and only such Persons, shall be entitled to join in such declaration of acceleration, or rescission and annulment, as the case may be, whether or not such Holders remain Holders after such record date; provided that, unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having been obtained prior to the day which is 90 days after such record date (or their duly appointed agents), such declaration of acceleration, or rescission and annulment, as the case may by, shall automatically and without any action by any Person be cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder (or duly appointed agent thereof) from giving, before or after the expiration of such 90-day period, a declaration of acceleration, or a rescission and annulment of any such declaration, contrary to or different from a declaration previously given by a Holder, or from giving, after the expiration of such period, a declaration identical to a declaration of acceleration, or rescission and annulment thereof, as the case may be, that has been cancelled pursuant to the proviso to the preceding sentence, in any of which events a new record date shall be established pursuant to the provisions of this Section 6.02.

SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if

(1) default is made in the payment of any installment of interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or

(2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof,

the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal (and premium, if any) and interest, if any, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name, as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated.

If an Event of Default with respect to Securities of any series (or of all series, as the case may be) occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series (or of all series, as the case may be) by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 6.04. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal, premium, if any, or interest, if any) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(1) to file and prove a claim for the whole amount of principal (and premium, if any), or such portion of the principal amount of any series of original issue discount security or indexed securities as may be specified in the terms of the Securities, and interest, if any, owing and unpaid in respect of such series and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

(2) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payment to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.05. Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

SECTION 6.06. Application of Money Collected. Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, if any, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section 7.07;

SECOND: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest, if any, on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal (and premium, if any) and interest, if any, respectively; and THIRD: The balance, to the Person or Persons entitled thereto.

SECTION 6.07. Limitation on Suits. No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, the Securities of any series, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of such series;

(2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

SECTION 6.08. Unconditional Contractual Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the contractual right, which is absolute and unconditional, to receive payment, as provided herein (including, if applicable, Article 8) and in such Security of the principal of (and premium, if any) and interest, if any, on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the redemption date or) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

SECTION 6.09. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

SECTION 6.10. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 2.07, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 6.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 6.12. Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series in respect of which an Event of Default has occurred shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Outstanding Securities of such series, provided that in each case (1) such direction shall not be in conflict with any rule of law or with this Indenture, and (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Upon receipt by the Trustee of any such direction with respect to Securities of a series all or part of which is represented by a Global Security, a record date shall automatically and without any further action by any Person be set for the purpose of determining the Holders of Outstanding Securities of such series entitled to join in such direction, which record date shall be the close of business on the day the Trustee shall have received such direction. The Holders of Outstanding Securities of such series on such record date (or their duly appointed agents), and only such Persons, shall be entitled to join in such direction, whether or not such Holders remain Holders after such record date; provided that, unless such direction shall have become effective by virtue of Holders of the requisite principal amount of Outstanding Securities of such series on such record date (or their duly appointed agents) having joined therein on or prior to the 90th day after such record date, such direction shall automatically and without any action by any Person be cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder (or a duly appointed agent of a Holder) from giving, before or after the expiration of such 90-day period, a direction contrary to or different from a direction previously given by a Holder, or from giving, after the expiration of such period, a direction identical to a direction that has been cancelled pursuant to the proviso to the preceding sentence, in any of which events a new record date in respect thereof shall be set pursuant to the provisions of this Section 6.12.

SECTION 6.13. Waiver of Past Defaults. Subject to Section 6.02, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Outstanding Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default

(1) in the payment of the principal of (or premium, if any) or interest on any Security of such series or the payment of Additional Amounts, if any, or

(2) in respect of a covenant or provision hereof which under Article 10 cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to waive any past default hereunder. If a record date is fixed, the Holders on such record date (or their duly designated agents), and only such Persons, shall be entitled to waive any default hereunder, whether or not such Holders remain Holders after such record date; provided, that unless such majority in principal amount shall have been obtained prior to the date which is 90 days after such record date, any such waiver previously given shall automatically and without further action by any Holder be cancelled and of no further effect.

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

SECTION 6.14. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder or group of Holders holding in the aggregate more than 25% in aggregate principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the redemption date).

SECTION 6.15. Waiver of Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted; provided that this Section shall not prohibit the Company from exercising any rights it may have under this Indenture to contest any actions taken by the Trustee pursuant to this Section.

Article 7

Trustee

SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(b) Except during the continuance of an Event of Default:

(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this Section;

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.12.

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.

(f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

SECTION 7.02. Rights of Trustee. (a) The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel.

(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence.

(e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

(g) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(h) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless a Trust Officer of the Trustee shall have received written notice from the Company or a Holder describing such default or Event of Default, and stating that such notice is a Notice of Default or Event of Default.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; provided (i) each agent, custodian and other Person employed to act hereunder shall only be liable to extent of its gross negligence or willful misconduct; and (ii) in and during an Event of Default, only the Trustee, and not any agent, custodian or other Person employed to act hereunder, shall be subject to the prudent person standard.

(j) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation strikes, work stoppages, pandemics or epidemics, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(k) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(l) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(m) In no event shall the Trustee be responsible for or charged with knowledge of the ratings of Securities of any series.

(n) In connection with any modification, amendment, supplement or waiver of this Indenture with respect to a series of Securities or the Securities of that series pursuant to Section 10.01 or Section 10.02, the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating (i) that such modification, amendment, supplement or waiver is authorized or permitted pursuant to the terms of this Indenture or such series, as applicable, and (ii) that all related conditions precedent to such modification, amendment, supplement or waiver have been complied with.

SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10.

SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the recitals contained herein or as to the validity or adequacy of this Indenture (or any supplement thereto) or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement of the Company in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication.

SECTION 7.05. Notice of Defaults. If a Default occurs with respect to any Securities of any series and is continuing and is known to the Trustee, the Trustee shall send to each Holder of such series a notice of the Default within 30 days after written notice of it is received by a Trust Officer of the Trustee. Except in the case of a Default in the payment of principal of, premium (if any) or interest on any Security, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Holders of such series.

SECTION 7.06. Reports by Trustee to Holders. Starting no more than twelve months after the Issue Date, and in stated intervals of no more than every twelve months thereafter, the Trustee shall send to each Holder of a Security a brief report dated September 14 of the applicable year that complies with TIA § 313(a). The Trustee also shall comply with TIA § 313(b).

A copy of each report at the time such report is sent to a Holder of a Security shall be filed with the SEC and each stock exchange (if any) on which Securities of any series are listed. The Company agrees to notify promptly the Trustee whenever the Securities of any series become listed on any stock exchange and of any delisting thereof.

SECTION 7.07. Compensation and Indemnity. The Company agrees to: (i) pay to the Trustee from time to time compensation for its services as has been agreed to by the Company and the Trustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust; (ii) reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services (such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts); (iii) indemnify the Trustee and its agents against any and all loss, damage, claims, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee may have separate counsel and the Company shall pay the fees and expenses of such counsel. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence.

To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Securities.

The Company’s payment obligations pursuant to this Section shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(7) or (8) with respect to the Company, the expenses are intended to constitute expenses of administration under Title 11, United States Code, the Companies Creditors Arrangement Act (Canada) or any similar federal, provincial, territorial or state law for the relief of debtors.

SECTION 7.08. Replacement of Trustee. The Trustee may resign at any time with respect to the Securities of one or more series by so notifying the Company. The Holders of a majority in principal amount of the Securities of a series may remove the Trustee with respect to the Securities of such series by so notifying with 31 days prior notice to the Trustee and may appoint a successor Trustee with respect to such series. The Company shall remove the Trustee if:

(1)

the Trustee fails to comply with Section 7.10;

(2)

the Trustee is adjudged bankrupt or insolvent;

(3)

a receiver or other public officer takes charge of the Trustee or its property; or

(4)

the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed by the Company, or is removed by the Holders of a majority in principal amount of the Securities of one or more series and such Holders do not reasonably promptly appoint a successor Trustee with respect to each such series, or if a vacancy exists in the office of Trustee for any reason with respect to one or more series (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee with respect to each such series.

If deemed appropriate by the Company considering all relevant circumstances, including in the event of a change in applicable law governing the Company requiring the Company to have a Trustee that is incorporated under the laws of Canada or a foreign jurisdiction and/or duly authorized under such laws to carry on the business of a trustee and in the event that a Successor Company assuming the obligations of the Company is required to have a Trustee that is incorporated under the laws of Canada or a foreign jurisdiction and/or duly authorized under such laws to carry on the business of a trustee, then the Company or, as applicable, the Successor Company, shall be entitled to appoint a co-Trustee meeting the requirements of applicable legislation (a “Co-Trustee”). The Co-Trustee shall deliver a written acceptance of its appointment to the existing Trustee and to the Company. Thereupon the appointment of the Co-Trustee shall become effective, and the Co-Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The Co-Trustee shall send a notice of its appointment to Holders of the Securities. If such Co-Trustee shall cease to be eligible under applicable legislation, then such Co-Trustee shall be required to resign and the Company shall be entitled to remove such Co-Trustee and appoint a successor Co-Trustee following the procedures contained herein for a successor Trustee.

A successor Trustee with respect to the Securities of any series shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee with respect to such series shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture with respect to such series. The successor Trustee shall send a notice of its succession to Holders of the Securities. The retiring Trustee shall promptly transfer all property held by it as Trustee with respect to the applicable series of Securities to the successor Trustee of such series, subject to the lien provided for in Section 7.07.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee for the Securities.

If the Trustee fails to comply with Section 7.10, any Holder of the Securities may petition any court of competent jurisdiction for the removal of the Trustee with respect to the Securities and the appointment of a successor Trustee with respect to the Securities.

Notwithstanding the replacement of the Trustee pursuant to this Section, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.10. Corporate Trustee Required; Eligibility. The Trustee shall have at all times satisfy the requirements of TIA § 310(a). The Trustee and its affiliates shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

SECTION 7.11. Preferential Collection of Claims Against Company. The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

Article 8

Defeasance and Covenant Defeasance

SECTION 8.01. Option to Effect Defeasance or Covenant Defeasance.

The Company may, at its option and at any time, elect to have either Section 8.02 or Section 8.03 applied to all Outstanding Securities of a series upon compliance with the conditions set forth below in this Article 8.

SECTION 8.02. Defeasance. Upon the Company’s exercise of the above option applicable to this Section with respect to Securities of any series, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 8.05 and the other Sections of the Indenture referred to in (A) and (B) below of such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such series to receive solely from the trust fund described in Section 8.04 and as more fully set forth in such Section, payments in respect of the principal of and interest, if any, on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 2.06, 2.07 and 2.09, and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 12.01, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder and (D) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 with respect to Securities of any series notwithstanding the prior exercise of its option under Section 8.03 with respect to the Securities of such series.

SECTION 8.03. Covenant Defeasance. Upon the Company’s exercise of the above option applicable to this Section with respect to Securities of any series, and unless and until the Company has exercised its option applicable to Section 8.02 with respect to Securities of the same series, the Company shall be released from its obligations under Sections 4.02, 4.04, 4.05 and 5.03 with respect to the Outstanding Securities on and after the date the conditions set forth below are satisfied (hereinafter, “covenant defeasance”, and such Securities shall thereafter be deemed not to be “Outstanding” for the purposes of any direction, waiver, consent or declaration (and the consequences thereof) in connection with such covenants, but shall continue to be deemed “Outstanding” for all other purposes hereunder). For this purpose, such covenant defeasance means that with respect to such Outstanding Securities the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any covenants set out in Sections 4.02, 4.04, 4.05 and 5.03, whether directly or indirectly by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document, but the remainder of this Indenture and the Securities of such series shall be unaffected thereby. In addition, upon the Company’s exercise of such covenant defeasance, subject to the conditions set forth in Section 8.04 below, Clauses (3), (4) and (6) of Section 6.01 hereof shall not constitute “Events of Default”.

SECTION 8.04. Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 8.02 or Section 8.03 to the Outstanding Securities of any series:

(1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article 8 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically

(2) pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations applicable to such Securities (determined on the basis of the currency in which such Securities are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest, if any, in respect thereof in accordance with their terms shall provide, not later than one day before the due date of any payment of principal of and premium, if any, and interest, if any, under such Securities, money in an amount, or (C) a combination there of, sufficient in the case of (A), (B) or (C), in the opinion of a nationally recognized firm of financial advisors or independent chartered professional accountants (expressed in a written certification thereof delivered to the Company, as evidenced by an Officers’ Certificate delivered to the Trustee), to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of (and premium, if any) and interest, if any, on the Outstanding Securities of such series on the Stated Maturity (or redemption date, if applicable) of such principal or interest, if any. For this purpose, “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian or the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt;

(3) no Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit;

(4) such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;

(5) in the case of an election under Section 8.02, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (x) the Company has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (y) since the date of this Indenture there has been a change in the applicable U.S. Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding Securities of such series shall not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such defeasance and shall be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;

(6) in the case of an election under Section 8.03, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Holders of the Outstanding Securities of such series shall not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such covenant defeasance and shall be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

(7) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 8.02 or the covenant defeasance under Section 8.03 (as the case may be) have been complied with;

(8) the Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit and after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

(9) in the case of an election under Section 8.02, the Company shall have delivered to the Trustee an Officers’ Certificate and Opinion of Counsel in New York stating that all related conditions precedent to such discharge or defeasance have been complied with; and

(10) the Company has delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Canada Revenue Agency to the effect that the Holders of such Outstanding Securities of such series shall not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purpose as a result of such defeasance or covenant defeasance and shall be subject to Canadian federal, provincial or territorial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance not occurred (and for the purposes of such opinion, such counsel shall assume that Holders of the Securities include Holders who are not resident in Canada).

SECTION 8.05. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. All money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.04 in respect of the Outstanding Securities of any series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any paying agent (including the Company acting as its own paying agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and interest, if any, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.04 or the principal (and premium, if any) and interest, if any received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities of such series.

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon a Company request any money or U.S. Government Obligations held by it as provided in Section 8.04 which, in the opinion of a nationally recognized firm of financial advisors or independent public accountants (expressed in a written certification thereof delivered to the Company, together with an Officers’ Certificate delivered to the Trustee), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

SECTION 8.06. Reinstatement. If the Trustee or any paying agent is unable to apply any money in accordance with Section 8.05 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and such Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.05; provided, however, that if the Company makes any payment of principal of (or premium, if any) or interest, if any, on any such Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or paying agent.

Article 9

Satisfaction and Discharge

SECTION 9.01. Satisfaction and Discharge of Indenture.

(a) This Indenture shall cease to be of further effect with respect to any series of Securities (except as to any surviving rights of registration of transfer or exchange of Securities of such series expressly provided for herein or pursuant hereto and any right to receive Additional Amounts as contemplated by Article 12), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, as to such series, when

(1)

either:

(A)

all Securities of such series that have been authenticated, except lost, stolen or destroyed Securities that have been replaced or paid and Securities for which payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation, or

(B)

all Securities of such series and, in the case of (i) or (ii) below, not theretofore delivered to the Trustee for cancellation

(i)

have become due and payable by reason of the sending of a notice of redemption or otherwise, or

(ii)

shall become due and payable at their Stated Maturity within one year, or

(iii)

are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in the currency in which the Securities of such Securities are payable, sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest, if any, to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or redemption date, as the case may be;

(2)

the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series; and

(3)

the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with.

(b) After the conditions to discharge contained in this Article 9 have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder, and delivered to the Trustee an Officers’ Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon written request shall acknowledge in writing the discharge of the obligations of the Company under this Indenture.

Article 10

Amendment, Supplement and Waiver

SECTION 10.01. Without Consent of Holders. The Company and the Trustee, at any time and from time to time, may amend or supplement this Indenture with respect to a series of Securities or the Securities of that series without notice to or consent of any Holder of such series to:

(1) cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect;

(2) provide for the assumption of the Company’s obligations in the case of a merger, amalgamation or consolidation or sale of all or substantially all of the Company’s assets in accordance with Section 5.01;

(3) provide for uncertificated Securities in addition to or in place of certificated Securities of such series;

(4) [Reserved];

(5) add to the covenants of the Company for the benefit of the Holders of the Securities of such series or to surrender any right or power herein conferred upon the Company with respect to such series;

(6) to comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA;

(7) provide for the issuance of Additional Securities;

(8) to confirm and evidence the release, termination or discharge of any guarantee or security in respect of any Securities when such release, termination or discharge, as applicable, is permitted by this Indenture;

(9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee or Co-Trustee with respect to the Securities of such series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;

(10) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of Securities of such series pursuant to Sections 8.01, 8.02 and 8.03; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect;

(11) to comply with Article 5; or

(12) conform the text of this Indenture to any provision of the section entitled “Description of the notes” contained in the Offering Memorandum to the extent that such “Description of the notes” was intended to be a verbatim recitation of this Indenture.

After an amendment under this Section 10.01 becomes effective with respect to a series of Securities, the Company shall send to Holders of such series a notice briefly describing such amendment. The failure to give such notice to all Holders of such series, or any defect therein, shall not impair or affect the validity of an amendment under this Section 10.01.

SECTION 10.02. With Consent of Holders. The Company and the Trustee may amend this Indenture with respect to a series of Securities or the Securities of such series with the written consent of the Holders of at least a majority in principal amount of the Outstanding Securities of such series affected (including consents obtained in connection with a tender offer or exchange for the Securities of such series) and any past default or compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the Outstanding Securities of such series affected. However, without the consent of each Holder of an Outstanding Security of a series affected thereby, an amendment or waiver may not:

(1) change the Stated Maturity of the principal of (or premium, if any) or any installment of interest on any Security of such series;

(2) reduce the principal amount thereof (or premium, if any) or the rate of interest, if any, on any Security of such series;

(3) change any obligation of the Company to pay Additional Amounts contemplated by Section 12.01 (except as contemplated by Section 5.01(a)(1);

(4) or reduce the amount of the principal of any Security of such series that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02 or the amount thereof provable in bankruptcy pursuant to Section 6.04, or adversely affect any right of repayment at the option of any Holder;

(5) change any place of payment;

(6) change the currency of payment of principal on (or premium, if any) or interest, if any on any Security of such series,

(7) impair the contractual right of any Holder to receive payment of principal of, premium, if any, and interest on such Holder’s Securities on or after the due dates thereof or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Securities;

(8) reduce the percentage in aggregate principal amount of the Outstanding Securities of such series required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture which affect such series or certain defaults applicable to such series hereunder and their consequences provided for in this Indenture;

(9) [Reserved]

(10) modify any of the provisions of this Section, Section 6.13 or Section 4.07, except to increase any such percentage or to provide that certain other provisions of this Indenture which affect such series cannot be modified or waived without the consent of the Holder of each Outstanding Security of such series.

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of the other series.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date or their duly designated agents, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.

It shall not be necessary to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if the substance thereof shall be approved.

SECTION 10.03. Compliance with Trust Indenture Act. Every amendment to this Indenture or any series of Securities shall comply with the TIA as then in effect.

SECTION 10.04. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

SECTION 10.05. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 10.06. Reference in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

SECTION 10.07. Notice of Supplemental Indentures. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of Section 10.02, the Company shall give notice thereof to the Holders of each Outstanding Security affected, in the manner set forth in Section 13.01, setting forth in general terms the substance of such supplemental indenture.

Article 11

[Reserved]

Article 12

Additional Amounts

SECTION 12.01. Payment of Additional Amounts

(a) All payments made by or on behalf of the Company under or with respect to any series of Securities will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or any Province or territory thereof or by or on behalf of any other jurisdiction from or through which payment on any such notes is made or by any authority or agency therein or thereof having power to tax (hereinafter “Indemnified Taxes”), unless the Company is required to withhold or deduct Indemnified Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency. If the Company is so required to withhold or deduct any amount for or on account of Indemnified Taxes from any payment made under or with respect to the Securities, the Company will pay to each Holder as additional interest such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder after such withholding or deduction (and after deducting any Indemnified Taxes on such Additional Amounts) will not be less than the amount such Holder would have received if such Indemnified Taxes had not been withheld or deducted; provided, however, no Additional Amounts will be payable with respect to a payment made to a Holder (herein, an “Excluded Holder”):

(1) with which the Company does not deal at arm’s length (for the purposes of the Income Tax Act (Canada) (the “Canadian Tax Act”)) at the time of the making of such payment, or where the Holder is, or does not deal at arm’s length with any person that is, a “specified shareholder” of the Company for purposes of the thin capitalization rules in the Canadian Tax Act;

(2) which is subject to such Indemnified Taxes by reason of the Holder being a resident, domicile or national of, or engaged in business or maintaining a permanent establishment or other physical presence in or otherwise having some connection with Canada or any province or territory thereof or other applicable taxing jurisdiction or other applicable taxing jurisdiction otherwise than by the mere holding of the Securities or the receipt of payments thereunder;

(3) which is subject to such Indemnified Taxes by reason of the Holder’s failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Indemnified Taxes; or

(4) for or on account of any withholding or deduction imposed on a payment to a holder or beneficial owner pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other governmental authority or any taxes or penalties that arise from the holder or beneficial owner’s failure to properly comply with its obligations under the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Canadian Tax Act.

(b) The Company shall also: (1) make such withholding or deduction; and (2) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law.

(c) The Company shall furnish to the Holders, within 60 days after the date the payment of any Indemnified Taxes is due pursuant to applicable law, certified copies of tax receipts or other documents evidencing such payment by the Company.

(d) The Company shall indemnify and hold harmless each Holder (other than an Excluded Holder) and upon written request reimburse each such Holder for the amount (excluding any Additional Amounts that have been previously paid by the Company) of:

(1) any Indemnified Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Securities;

(2) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto; and

(3) any Indemnified Taxes imposed with respect to any reimbursement under Section 12.01(d)(1) and (2), but excluding any such Indemnified Taxes on such Holder’s net income.

(e) Wherever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), interest, if any, or any other amount payable under or with respect to a Security, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Article 13

Miscellaneous

SECTION 13.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control.

SECTION 13.02. Notices. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed as follows:

if to the Company:

CGI Inc.

15th Floor -1350 René-Lévesque Boulevard West

Montréal, Québec H3G 1T4

(email: secretary@cgi.com)

Attention: Chief Legal Officer

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

77 King Street West, Suite 3100

Toronto, ON M5K 1J3

(email: ccummings@paulweiss.com)

Attention: Christopher J. Cummings

and with a copy (which shall not constitute notice) to:

Fasken Martineau DuMoulin LLP

800, rue du Square-Victoria, bureau 3500

Montréal, Québec H4Z 1E9

(email: jmlapierre@fasken.com; jchamberland@fasken.com)

Attention: Jean Michel Lapierre and Jean-Pierre Chamberland

if to the Trustee:

Computershare Trust Company, N.A.

6200 S. Quebec St.

Greenwood Village, Colorado 80111

Attention: Corporate Trust—CGI Inc.

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Holder shall be mailed to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods; provided, however, that (a) the Company, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Indenture or any document to be signed in connection with this Indenture (including, without limitation, the Notes and any Officer’s Certificate) shall be deemed to include electronic signatures, including without limitation, digital signature provided by Docusign (or such other digital signature provider as specified in writing to Trustee by the authorized representative), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature. If the party elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

SECTION 13.03. Communication by Holders with Other Holders. Holders of Securities may communicate pursuant to TIA § 312(b) with other Holders of Securities with respect to their rights under this Indenture with respect to the Securities. The Company, the Trustee, the Registrar and anyone else shall have protection of TIA § 312(c).

Notwithstanding any other provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event or any other communication (including any notice of redemption or repurchase) to a holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with accepted practices at the Depositary.

SECTION 13.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee:

(1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

SECTION 13.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(1) a statement that the individual making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

SECTION 13.06. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Holders. The Registrar and the Paying Agent may make reasonable rules for their functions.

SECTION 13.07. Legal Holidays. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

SECTION 13.08. Governing Law. This Indenture and the Securities shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 13.09. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Securities.

SECTION 13.10. Successors. All agreements of the Company in this Indenture and the Securities shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 13.11. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. Delivery of an executed counterpart of a signature page to this Indenture by facsimile or other electronic transmission (e.g., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof.

SECTION 13.12. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 13.13. Waiver of Jury Trial. THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

SECTION 13.14. Foreign Account Tax Compliance Act (FATCA). In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”), the Company agrees to provide to the Trustee sufficient information reasonably requested by the Trustee relating to the Securities and this Indenture in order to assist the Trustee in determining whether it has tax related obligations under Applicable Law.

[SIGNATURE PAGES FOLLOW]


CGI Inc.

By:	/s/ François Boulanger
	Name:	François Boulanger
	Title:	Executive Vice-President and Chief Financial Officer

By:	/s/ Kevin Linder
	Name:	Kevin Linder
	Title:	Senior Vice-President, Finance and Treasury

[Signature page to the Indenture]


COMPUTERSHARE TRUST COMPANY, N.A., as Trustee

By:		/s/ Jerry Urbanek
		Name: Jerry Urbanek
		Title: Trust Officer

[Signature page to the Indenture]

APPENDIX A

PROVISIONS RELATING TO SECURITIES

1.1 Definitions

For the purposes of this Appendix the following terms shall have the meanings indicated below:

“Depository” means The Depository Trust Company, its nominees and their respective successors.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Securities Custodian” means the custodian with respect to a Global Security (as appointed by the Depository), or any Successor Person thereto and shall initially be the Trustee.

Capitalized terms used and not otherwise defined in this Appendix A shall have the meanings given to them in the Indenture.

1.2 Other Definitions


Term				Defined in Section:
“144A Global Security”				2.1(a)
“2026 144A Global Security”				2.1(a)
“2026 Registered Global Security”				2.1(b)
“2026 Regulation S Global Security”				2.1(a)
“2031 144A Global Security”				2.1(a)
“2031 Registered Global Security”				2.1(b)
“2031 Regulation S Global Security”				2.1(a)
“Agent Members”				2.1(c)
“Global Security”				2.1(a)
“Registered Global Security”				2.1(b)
“Regulation S Global Security”				2.1(a)

2. The Securities.

2.1 (a) Initial Securities. The 2026 Securities and the 2031 Securities shall be issued initially in the form of one or more permanent global restricted Securities in definitive, fully registered form 144A Global Security (the “2026 144A Global Security” and the “2031 144A Global Security”, respectively, and each a “144A Global Security”) and one or more permanent global Regulation S Securities in definitive, fully registered form (the “2026 Regulation S Global Security” and the “2031 Regulation S Global Security”, respectively, and each a “Regulation S Global Security”, and together with the 144A Global Securities and the Registered Global Securities, each, a “Global Security”) with the global securities legend set forth in Exhibit 1.1, Exhibit 2.1, Exhibit 1.2 and Exhibit 2.2 hereto, respectively, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

A-1

(b) Exchange Securities. The Exchange Securities for the 2026 144A Global Securities and 2026 Regulation S Global Securities and the 2031 144A Global Securities and 2031 Regulation S Global Securities shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form (the “2026 Registered Global Security” and the “2031 Registered Global Security”, respectively, and each a “Registered Global Security”) with the global securities legend set forth in Exhibit 1.3 and Exhibit 2.3 hereto, respectively, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided.

(c) Book-Entry Provisions. This Section 2.1(c) shall apply only to a Global Security deposited with or on behalf of the Depository.

The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Securities that (a) shall be registered in the name of the Depository for such Global Security or Global Securities or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository.

Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Security, and the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Security.

(d) Certificated Securities. Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Global Securities shall not be entitled to receive physical delivery of certificated Securities.

2.2 Authentication. The Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal amount of $600,000,000 1.450% Notes due 2026 and an aggregate principal amount of $400,000,000 2.300% Notes due 2031 and (2) any Additional Securities for an original issue in an aggregate principal amount specified in the written order of the Company pursuant to Section 2.02 of the Indenture. In the case of any issuance of Additional Securities pursuant to Section 2.13 of the Indenture, a written order of the Company signed by two Officers shall certify that such issuance is in compliance with Section 4.03 of the Indenture.

2.3 Transfer and Exchange.

(a) Transfer and Exchange of Beneficial Interests in the Global Securities. The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depositary in accordance with the provisions hereof and the Applicable Procedures; provided that no procedures set forth herein shall apply to transfers of beneficial interests within a Global Security. Beneficial interests in Restricted Global Securities shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in Global Securities also shall require compliance with either clause (1) or (2) below, as applicable, as well as one or more of the other following clauses, as applicable:

A-2

(1) Transfer of Beneficial Interests in the Same Global Security. Beneficial interests in any Restricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Security in accordance with the transfer restrictions set forth in the Private Placement Legend and any Applicable Procedures. Beneficial interests in any Unrestricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security. Except as may be required by any Applicable Procedures, no written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.3(a)(1).

(2) All Other Transfers and Exchanges of Beneficial Interests in Global Securities. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.3(a)(1) above, the transferor of any such beneficial interest must deliver to the Registrar either (A)(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) if permitted under Section 2.4 hereof, (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Security in an amount equal to the beneficial interest to be transferred or exchanged and (ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Security shall be registered to effect the transfer or exchange referred to in (B)(i) above. Upon consummation of an Exchange Offer by the Company in accordance with Section 2.3(e) hereof, the requirements of this Section 2.3(a)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interest in the Restricted Global Securities. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in the Indenture and the Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security(s) pursuant to Section 2.3(g) hereof.

(3) Transfer of Beneficial Interests in a Restricted Global Security to Another Restricted Global Security. A beneficial interest in any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 2.3(a)(2) above and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in a 144A Global Security, then the transferor must deliver a certificate in the form of Appendix B hereto, including the certifications in item (1) thereof; and

(B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Security, then the transferor must deliver a certificate in the form of Appendix B hereto, including the certifications in item (2) thereof.

A-3

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Security for Beneficial Interests in an Unrestricted Global Security. A beneficial interest in any Restricted Global Security may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Security or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the exchange or transfer complies with the requirements of Section 2.3(a)(2) above and:

(A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement;

(B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

(C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or

(D) the Registrar receives the following:

(i) if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(a) thereof; or

(ii) if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Appendix B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this clause (4), if the Company or the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to this Section 2.3(a)(4) at a time when an Unrestricted Global Security has not yet been issued, the Company shall execute and the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to this Section 2.3(a)(4).

(5) Transfer or Exchange of Beneficial Interests in Unrestricted Global Securities for Beneficial Interests in Restricted Global Securities Prohibited. Beneficial interests in an Unrestricted Global Security may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Security.

(b) Transfer or Exchange of Beneficial Interests in Global Securities for Definitive Securities.

A-4

(1) Beneficial Interests in Restricted Global Securities to Restricted Definitive Securities. Subject to Section 2.4 hereof, if any holder of a beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a Restricted Definitive Security or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Security, then, upon receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a Restricted Definitive Security, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a “non-U.S. Person” (as defined in Rule 902(k) of Regulation S) in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (3)(b) thereof,

the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the applicable Restricted Global Security, and the Company shall execute and the Trustee shall authenticate and deliver a Restricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder. Any Restricted Definitive Security issued in exchange for a beneficial interest in a Restricted Global Security pursuant to this Section 2.3(b)(1) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall designate in such instructions. The Trustee shall deliver such Restricted Definitive Securities to the Persons in whose names such Securities are so registered. Any Restricted Definitive Security issued in exchange for a beneficial interest in a Restricted Global Security pursuant to this Section 2.3(b)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2) Beneficial Interests in Restricted Global Securities to Unrestricted Definitive Securities. Subject to Section 2.4 hereof, a holder of a beneficial interest in a Restricted Global Security may exchange such beneficial interest for an Unrestricted Definitive Security or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security only if:

A-5

(A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes such certifications in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement;

(B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

(C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or

(D) the Registrar receives the following:

(i) if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for an Unrestricted Definitive Security, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(b) thereof; or

(ii) if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Security, a certificate from such holder in the form of Appendix B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of this Section 2.3(b)(2) the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the applicable Restricted Global Security.

(3) Beneficial Interests in Unrestricted Global Securities to Unrestricted Definitive Securities. Subject to Section 2.4 hereof, if any holder of a beneficial interest in an Unrestricted Global Security proposes to exchange such beneficial interest for an Unrestricted Definitive Security or to transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security, then, upon satisfaction of the applicable conditions set forth in Section 2.3(a)(2) hereof, the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the applicable Unrestricted Global Security, and the Company shall execute and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder. Any Unrestricted Definitive Security issued in exchange for a beneficial interest pursuant to this Section 2.3(b)(3) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall designate in such instructions. The Trustee shall deliver such Unrestricted Definitive Security to the Persons in whose names such Security is so registered. Any Unrestricted Definitive Security issued in exchange for a beneficial interest pursuant to this Section 2.3(b)(3) shall not bear the Private Placement Legend.

A-6

(1) Restricted Definitive Securities to Beneficial Interests in Restricted Global Securities. If any holder of a Restricted Definitive Security proposes to exchange such Security for a beneficial interest in a Restricted Global Security or to transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Security, then, upon receipt by the Registrar of the following documentation:

(A) if the holder of such Restricted Definitive Security proposes to exchange such Security for a beneficial interest in a Restricted Global Security, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Security is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (1) thereof; or

(C) if such Restricted Definitive Security is being transferred to a “non-U.S. Person” (as defined in Rule 902(k) of Regulation S) in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Appendix B hereto, including the certifications in item (2) thereof,

the Trustee shall cancel the Restricted Definitive Security, increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Security, in the case of clause (B) above, a 144A Global Security, and in the case of clause (C) above, a Regulation S Global Security.

(2) Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if:

A-7

(B) any such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

(C) any such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or

(D) the Registrar receives the following:

(i) if the holder of such Restricted Definitive Security proposes to exchange such Security for a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(c) thereof; or

(ii) if the holder of such Restricted Definitive Security proposes to transfer such Security to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Appendix B hereto, including the certifications in item (4) thereof;

Upon satisfaction of the conditions of this Section 2.3(c)(2), the Trustee shall cancel such Restricted Definitive Security and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of the Unrestricted Global Security.

(3) Unrestricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A holder of an Unrestricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Unrestricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Security and increase or cause to be increased in a corresponding amount pursuant to Section 2.3(g) hereof the aggregate principal amount of one of the Unrestricted Global Securities.

(4) Transfer or Exchange of Unrestricted Definitive Securities to Beneficial Interests in Restricted Global Securities Prohibited. An Unrestricted Definitive Security may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Security.

(5) Issuance of Unrestricted Global Securities. If any such exchange or transfer of a Definitive Security for a beneficial interest in an Unrestricted Global Security is effected pursuant to clause (2) or (3) above at a time when an Unrestricted Global Security has not yet been issued, the Company shall issue and the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of Definitive Securities so transferred.

A-8

(d) Transfer and Exchange of Definitive Securities for Definitive Securities. Upon request by a holder of Definitive Securities and such holder’s compliance with the provisions of this Section 2.3(d), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or exchange, the requesting holder shall present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such holder. In addition, the requesting holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.3(d).

(1) Restricted Definitive Securities to Restricted Definitive Securities. Any Restricted Definitive Security may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Security if the Registrar receives the following:

(A) if the transfer will be made pursuant to Rule 144A, a certificate in the form of Appendix B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904, a certificate in the form of Appendix B hereto, including the certifications in item (2) thereof; and

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, a certificate in the form of Appendix B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(2) Restricted Definitive Securities to Unrestricted Definitive Securities. Any Restricted Definitive Security may be exchanged by the holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security only if:

(B) any such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

(C) any such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or

(D) the Registrar receives the following:

(i) if the holder of such Restricted Definitive Security proposes to exchange such Security for an Unrestricted Definitive Security, a certificate from such holder in the form of Appendix C hereto, including the certifications in item (1)(d) thereof; or

A-9

(ii) if the holder of such Restricted Definitive Security proposes to transfer such Security to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Security, a certificate from such holder in the form of Appendix B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this clause (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company and the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of this Section 2.3(d)(2) the Trustee shall cancel the prior Restricted Definitive Security and the Company shall execute, and the Trustee shall authenticate and deliver an Unrestricted Definitive Security in the appropriate principal amount to the Person designated by the holder of such prior Restricted Definitive Security in instructions delivered to the Registrar by such holder.

(3) Unrestricted Definitive Securities to Unrestricted Definitive Securities. A holder of an Unrestricted Definitive Security may transfer such Security to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security. Upon receipt of a request to register such a transfer, the Registrar shall register such Unrestricted Definitive Security pursuant to the instructions from the Holder thereof.

(e) Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with a Registration Rights Agreement, the Company shall issue and the Trustee shall authenticate (i) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the applicable Restricted Global Securities (A) tendered for acceptance by Persons that make any and all certifications in the applicable Letters of Transmittal (or are deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement, and (B) accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Securities in an aggregate principal amount equal to the principal amount of the Restricted Definitive Securities (x) tendered for acceptance by Persons who made the foregoing certifications and (y) accepted for exchange in the Exchange Offer, in each case evidencing the same Indebtedness as the Securities exchanged therefor. Concurrently with the issuance of such Securities, the Trustee shall reduce or cause to be reduced in a corresponding amount the aggregate principal amount of the applicable Restricted Global Securities, and the Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the holders of Restricted Definitive Securities so accepted Unrestricted Definitive Securities in the appropriate principal amount.

(f) Legends. The following legends shall appear on the face of all Global Securities and Definitive Securities issued under the Indenture unless specifically stated otherwise in the applicable provisions of the Indenture.

A-10

(1) Private Placement Legend.

(A) Except as permitted by clause (B) below, each Global Security and each Definitive Security (and all Securities issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE IS ENTITLED TO THE BENEFIT OF A REGISTRATION RIGHTS AGREEMENT DATED AS OF SEPTEMBER 14, 2021 AMONG THE COMPANY AND J.P. MORGAN SECURITIES LLC, SCOTIA CAPITAL (USA) INC., TD SECURITIES (USA) LLC, HSBC SECURITIES (USA) INC., PNC CAPITAL MARKETS LLC, CIBC WORLD MARKETS CORP., NATIONAL BANK OF CANADA FINANCIAL INC., RBC CAPITAL MARKETS, LLC, BMO CAPITAL MARKETS CORP., CITIGROUP GLOBAL MARKETS INC., SG AMERICAS SECURITIES, LLC, BNP PARIBAS SECURITIES CORP. AND CREDIT AGRICOLE SECURITIES (USA) INC., THE TERMS AND CONDITIONS OF WHICH FORM PART OF THE TERMS OF THIS NOTE.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER OR ANY SUCCESSOR PROVISION THERETO (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.”

(B) Notwithstanding the foregoing, any Global Security or Definitive Security issued pursuant to clauses (a)(4), (b)(2), (b)(3), (c)(2), (c)(3), (d)(2), (d)(3) or (e) to this Section 2.3 (and all Securities issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

A-11

(2) Regulation S Legend. Each Regulation S Global Security shall bear a legend in substantially the following form:

“THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. THE HOLDER OF THIS NOTE IS ENTITLED TO THE BENEFIT OF A REGISTRATION RIGHTS AGREEMENT DATED AS OF SEPTEMBER 14, 2021 AMONG THE COMPANY AND J.P. MORGAN SECURITIES LLC, SCOTIA CAPITAL (USA) INC., TD SECURITIES (USA) LLC, HSBC SECURITIES (USA) INC., PNC CAPITAL MARKETS LLC, CIBC WORLD MARKETS CORP., NATIONAL BANK OF CANADA FINANCIAL INC., RBC CAPITAL MARKETS, LLC, BMO CAPITAL MARKETS CORP., CITIGROUP GLOBAL MARKETS INC., SG AMERICAS SECURITIES, LLC, BNP PARIBAS SECURITIES CORP. AND CREDIT AGRICOLE SECURITIES (USA) INC., THE TERMS AND CONDITIONS OF WHICH FORM PART OF THE TERMS OF THIS NOTE.”

(3) Canadian Legend. Each Global Security or Definitive Security (and all Securities issued in exchange therefor or substitution thereof, but not any Exchange Securities issued on or after January 15, 2022, or any securities issued in exchange therefor or substitution thereof) shall bear a legend in the following form:

“CANADIAN RESALE RESTRICTION APPLICABLE TO A SECURITY SOLD PURSUANT TO THE ORIGINAL DISTRIBUTION IN CANADA: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANUARY 15, 2022.”

(4) Global Security Legend. Each Global Security shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.3 OF APPENDIX A TO THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.4 OF APPENDIX A TO THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

A-12

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(g) Cancellation and/or Adjustment of Global Securities. At such time as all beneficial interests in a particular Global Security have been exchanged for Definitive Securities or a particular Global Security has been redeemed, repurchased or cancelled in whole and not in part, each such Global Security shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.10 of the Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security or for Definitive Securities, the principal amount of Securities represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security, such other Global Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(h) General Provisions Relating to Transfers and Exchanges.

(1) No service charge shall be made to a Holder of a beneficial interest in a Global Security or to a Holder of a Definitive Security for any registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.09, 3.06 and 9.05 of the Indenture).

(2) All Global Securities and Definitive Securities issued upon any registration of transfer or exchange of Global Securities or Definitive Securities shall be the valid obligations of the Company, evidencing the same Indebtedness, as the Global Securities or Definitive Securities surrendered upon such registration of transfer or exchange and shall be entitled to all of the benefits of the Indenture equally and proportionately with all other Securities duly issued hereunder.

(3) Neither the Registrar nor the Company shall be required (A) to issue, to register the transfer of or to exchange any Securities during a period beginning at the opening of business 15 days before the day of any selection of Securities for redemption under Section 3.02 of the Indenture and ending at the close of business on the date of selection, (B) to register the transfer of or to exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part or (C) to register the transfer of or to exchange a Security between a record date (including a regular record rate) and the next succeeding Interest Payment Date.

A-13

(4) Prior to due presentment for the registration of a transfer of any Security, the Trustee, any Paying Agent and the Company may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all other purposes, in each case regardless of any notice to the contrary.

(5) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.3 to effect a registration of transfer or exchange may be submitted by facsimile.

(6) The Trustee is hereby authorized and directed to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.

(7) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Indenture under applicable law with respect to any transfer of any interest in any Security (including any transfer between or among Participants or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(i) Notwithstanding any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Security may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

(j) No Obligation of the Trustee.

(1) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners.

(2) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depository participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to

examine the same to determine substantial compliance as to form with the express requirements hereof.

A-14

2.4 Certificated Securities.

(a) A Global Security deposited with the Depository or with the Trustee as Securities Custodian for the Depository pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of certificated Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 hereof and (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security and the Depository fails to appoint a successor depository or if at any time such Depository ceases to be a “clearing agency” registered under the Exchange Act, in either case, and a successor depository is not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Securities under this Indenture.

(b) Any Global Security that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depository to the Trustee located at its principal Corporate Trust Office in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Security, an equal aggregate principal amount of certificated Securities of authorized denominations. Any portion of a Global Security transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 principal amount and any integral multiple of $1,000 in excess thereof and registered in such names as the Depository shall direct.

(c) Subject to the provisions of Section 2.4(b) hereof, the registered Holder of a Global Security shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.

(d) In the event of the occurrence of one of the events specified in Section 2.4(a) hereof, the Company shall promptly make available to the Trustee a reasonable supply of certificated Securities in definitive, fully registered form without interest coupons.

A-15

EXHIBIT 1.1

APPENDIX A

[FORM OF FACE OF 2026 144A SECURITY]

[Global Securities Legend]

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.3 OF APPENDIX A TO THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.4 OF APPENDIX A TO THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE INDENTURE AND (IV)

THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE IS ENTITLED TO THE BENEFIT OF A REGISTRATION RIGHTS AGREEMENT DATED AS OF SEPTEMBER 14, 2021 AMONG THE COMPANY AND J.P. MORGAN SECURITIES LLC, SCOTIA CAPITAL (USA) INC., TD SECURITIES (USA) LLC, HSBC SECURITIES (USA) INC., PNC CAPITAL MARKETS LLC, CIBC WORLD MARKETS CORP., NATIONAL BANK OF CANADA FINANCIAL INC., RBC CAPITAL MARKETS, LLC, BMO CAPITAL MARKETS CORP., CITIGROUP GLOBAL MARKETS INC., SG AMERICAS SECURITIES, LLC, BNP PARIBAS SECURITIES CORP. AND CREDIT AGRICOLE SECURITIES (USA) INC., THE TERMS AND CONDITIONS OF WHICH FORM PART OF THE TERMS OF THIS NOTE.

A16

CANADIAN RESALE RESTRICTION APPLICABLE TO A SECURITY SOLD PURSUANT TO THE ORIGINAL DISTRIBUTION IN CANADA: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANUARY 15, 2022.

A-17


No.				$

				CUSIP NO.
				ISIN NO.

CGI INC.

1.450% Notes due 2026

CGI Inc., a corporation existing under the laws of Quebec (herein called the “Company”, which term includes any Successor Company under the Indenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of ___________________UNITED STATES DOLLARS ($__________), subject to adjustments listed on the Schedule of Increases or Decreases in Global Security attached hereto, on September 14, 2026.

Interest Payment Dates: March 14 and September 14

Record Dates: February 28 and August 31

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

[SIGNATURE PAGE FOLLOWS]

A-18

IN WITNESS WHEREOF, the Company has caused this Security to be signed manually, electronically or by facsimile by its duly authorized officer.


Dated:		CGI INC.



By:
		Name:
		Title:

By:
		Name:
		Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the 1.450% Notes due 2026 described in the within-mentioned Indenture.

COMPUTERSHARE TRUST COMPANY, N.A.,

as Trustee



By:
		Authorized Signatory

Dated:

A-19

[FORM OF REVERSE SIDE OF 2026 144A SECURITY]

CGI INC.

1.450% Notes due 2026

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. CGI Inc. (the “Company”) promises to pay interest on the principal amount of this Security at 1.450% per annum. The Company shall pay interest semi-annually in arrears on March 14 and September 14 of each year, commencing March 14, 2022. Interest on the 2026 Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from September 14, 2021. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. For disclosure purposes under the Interest Act (Canada), whenever in this Indenture or any Securities issued hereunder interest at a specified rate is to be calculated on the basis of a period less than a calendar year, the yearly rate of interest to which such rate is equivalent is such rate multiplied by the actual number of days in the relevant calendar year and divided by the number of days in such period. The Company shall pay interest on overdue principal at the rate borne by this Security, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

2. METHOD OF PAYMENT. The Company shall pay interest on the 2026 Securities (except defaulted interest) to the Persons who are registered Holders of 2026 Securities at the close of business on the February 28 and August 31 next preceding the interest payment date even if such 2026 Securities are canceled after the record date and on or before the interest payment date. Holders must surrender 2026 Securities to a Paying Agent to collect principal payments. The Company shall pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the 2026 Securities represented by a Global Security (including principal, premium and interest) shall be made by wire transfer of immediately available funds to the accounts specified by the Depository. The Company shall make all payments in respect of a certificated 2026 Security (including principal, premium and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on a certificated Security shall be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

3. PAYING AGENT AND REGISTRAR. Initially, Computershare Trust Company, N.A., a trust company duly organized and existing under the laws of the United States of America (the “Trustee”), shall act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated wholly owned Subsidiaries incorporated in the United States of America may act as Paying Agent, Registrar or co-registrar.

4. INDENTURE. The Company issued the 2026 Securities under an Indenture dated as of September 14, 2021 (the “Indenture”), between the Company and the Trustee. This Security is one of a duly authorized issue of notes of the Company designated as its 1.450% Notes due 2026, initially issued in the aggregate principal amount of $600,000,000. The terms of the 2026 Securities include those stated in the Indenture, and Holders are referred to the Indenture for a statement of those terms (which for greater certainty includes the right of exchange of the 2026 Securities provided in Appendix A to the Indenture, which is an express term of this Security). Any term used in this Security that is defined in the Indenture shall have the meaning assigned to it in the Indenture. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

A-20

5. OPTIONAL REDEMPTION.

Prior to August 14, 2026 (the “2026 Par Call Date”), the Company may redeem the 2026 Securities in whole or in part, any time or from time to time, prior to their maturity, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2026 Securities being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon to the 2026 Par Call Date (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 15 basis points, plus, in each case, accrued and unpaid interest thereon to the redemption date.

At any time and from time to time on or after the 2026 Par Call Date, the Company may redeem the 2026 Securities, in whole or in part, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest to the redemption date.

6. CHANGE OF CONTROL REPURCHASE EVENT. Upon the occurrence of a Change of Control Repurchase Event, unless the Company shall have exercised its option pursuant to Section 5 hereof to redeem the 2026 Securities, the Company will be required to make an offer to each Holder of the Securities, to repurchase all or any part (in denominations of $2,000 and integral multiples of $1,000 in excess thereof) of that Holder’s 2026 Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of the 2026 Securities to be repurchased plus any accrued and unpaid interest on such 2026 Securities to, but excluding, the repurchase date.

7. DENOMINATIONS; TRANSFER; EXCHANGE. The 2026 Securities are in registered form without coupons in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. A Holder may transfer or exchange 2026 Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and the Company will require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any 2026 Securities selected for redemption (except, in the case of a 2026 Security to be redeemed in part, the portion of the 2026 Security not to be redeemed) or any 2026 Securities for a period of 15 days before a selection of 2026 Securities to be redeemed or 15 days before an interest payment date. Transfer may be restricted as provided in the Indenture.

8. PERSONS DEEMED OWNERS. The registered Holder of this Security may be treated as the owner of it for all purposes.

9. UNCLAIMED MONEY. If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment.

10. DISCHARGE AND DEFEASANCE. Subject to certain conditions, the Company at any time shall be entitled to terminate some or all of its obligations under the 2026 Securities and the Indenture with respect to the 2026 Securities if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the 2026 Securities to redemption or maturity, as the case may be.

A-21

11. AMENDMENT; SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, or the 2026 Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the 2026 Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, 2026 Securities), and any existing default or compliance with any provision of the Indenture or the 2026 Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding 2026 Securities (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, 2026 Securities). Without the consent of any Holder of a 2026 Security, the Indenture or the 2026 Securities may be amended or supplemented to, among other things, cure any ambiguity, to correct or supplement any provision which may be inconsistent with any other provision or to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA, or to make any other provisions with respect to matters or questions arising under the Indenture, provided such action shall not adversely affect the interests of the Holders in any material respect.

12. DEFAULTS AND REMEDIES. The Events of Default relating to the 2026 Securities are defined in Section 6.01 of the Indenture. Upon the occurrence of an Event of Default, the rights and obligations of the Company, the Trustee and the Holders shall be as set forth in the applicable provisions of the Indenture.

13. TRUSTEE DEALINGS WITH COMPANY. The Trustee in its individual or any other capacity may become the owner or pledgee of 2026 Securities and may become a creditor of, or otherwise deal with the Company or any of its Affiliates, with the same rights it would have if it were not Trustee.

14. NO RECOURSE AGAINST OTHERS. A director, officer, employee or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under the 2026 Securities or the Indenture with respect to the 2026 Securities or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a 2026 Security, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the 2026 Securities.

15. AUTHENTICATION. This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually or electronically signs the certificate of authentication on the other side of this Security.

16. ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

17. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the 2026 Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders of 2026 Securities. No representation is made as to the accuracy of such numbers either as printed on the 2026 Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

A-22

18. GOVERNING LAW. THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

CGI Inc.

15th Floor -1350 René-Lévesque Boulevard West

Montréal, Québec H3G 1T4

(email: secretary@cgi.com)

Attention: Chief Legal Officer

A-23

ASSIGNMENT FORM

To assign this Security, fill in the form below:


I or we assign and transfer this Security to:
		(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)




(Print or type assignee’s name, address and zip code)

and irrevocably appoint _______________________________________________as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Dated:

Your Signature:

(Sign exactly as your name appears on the

other side of this Security.)

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-24

[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The following increases or decreases in this Global Security have been made:

Date of

Exchange

Amount of decrease
in Principal amount
of this Global
Security

Amount of increase
in Principal amount
of this Global
Security

Principal amount of
this
Global Security
following such
decrease or increase)

Signature of
authorized officer
of Trustee or
Securities
Custodian

A-25

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company pursuant to Section 4.03 of the Indenture, check the box:

☐ 4.03

If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.03 of the Indenture, state the amount in principal amount: $________________

Dated:

Your Signature:

(Sign exactly as your name appears on the other side of this Security.)



Signature Guarantee:
		(Signature must be guaranteed)

A-26

EXHIBIT 1.2

APPENDIX A

[FORM OF FACE OF 2026 REGULATION S SECURITY]

[Global Securities Legend]

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. THE HOLDER OF THIS NOTE IS ENTITLED TO THE BENEFIT OF A REGISTRATION RIGHTS AGREEMENT DATED AS OF SEPTEMBER 14, 2021 AMONG THE COMPANY AND J.P. MORGAN SECURITIES LLC, SCOTIA CAPITAL (USA) INC., TD SECURITIES (USA) LLC, HSBC SECURITIES (USA) INC., PNC CAPITAL MARKETS LLC, CIBC WORLD MARKETS CORP., NATIONAL BANK OF CANADA FINANCIAL INC., RBC CAPITAL MARKETS, LLC, BMO CAPITAL MARKETS CORP., CITIGROUP GLOBAL MARKETS INC., SG AMERICAS SECURITIES, LLC, BNP PARIBAS SECURITIES CORP. AND CREDIT AGRICOLE SECURITIES (USA) INC., THE TERMS AND CONDITIONS OF WHICH FORM PART OF THE TERMS OF THIS NOTE.

A-27

A-28

CGI INC.

1.450% Notes due 2026

Interest Payment Dates: March 14 and September 14

Record Dates: February 28 and August 31

[SIGNATURE PAGE FOLLOWS]

A-29

IN WITNESS WHEREOF, the Company has caused this Security to be signed manually, electronically or by facsimile by its duly authorized officer.


Dated:		CGI INC.


		By:
		Name:
		Title:

		By:
		Name:
		Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the 1.450% Notes due 2026 described in the within-mentioned Indenture.

COMPUTERSHARE TRUST COMPANY, N.A.,

as Trustee

By:

Authorized Signatory

Dated:

A-30

[FORM OF REVERSE SIDE OF 2026 REGULATION S SECURITY]

CGI INC.

1.450% Notes due 2026

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

A-31

5. OPTIONAL REDEMPTION.

8. PERSONS DEEMED OWNERS. The registered Holder of this Security may be treated as the owner of it for all purposes.

A-32

A-33

18. GOVERNING LAW. THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

CGI Inc.

15th Floor -1350 René-Lévesque Boulevard West

Montréal, Québec H3G 1T4

(email: secretary@cgi.com)

Attention: Chief Legal Officer

A-34

ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint _______________________________________________as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


Dated:		Your Signature:
		(Sign exactly as your name appears on the
		other side of this Security.)
Signature Guarantee:
(Signature must be guaranteed)

A-35

[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The following increases or decreases in this Global Security have been made:

Date of

Exchange

Amount of decrease

in Principal amount

of this Global

Security

Amount of increase

in Principal amount

of this Global

Security

Principal amount of
this

Global Security
following such
decrease or increase)

Signature of
authorized officer
of Trustee or
Securities
Custodian

A-36

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company pursuant to Section 4.03 of the Indenture, check the box:

☐ 4.03

If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.03 of the Indenture, state the amount in principal amount: $________________


Dated:		Your Signature:
		(Sign exactly as your name appears on the
		other side of this Security.)
Signature Guarantee:
(Signature must be guaranteed)

A-37

EXHIBIT 1.3

APPENDIX A

[FORM OF FACE OF 2026 REGISTERED GLOBAL SECURITY]

[Global Securities Legend]

[Legend applicable only if Exchange Securities are issued before January 15, 2022:] [CANADIAN RESALE RESTRICTION APPLICABLE TO A SECURITY SOLD PURSUANT TO THE ORIGINAL DISTRIBUTION IN CANADA: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANUARY 15, 2022.]

A-38


No.		$
	CUSIP NO.
	ISIN NO.

CGI INC.

1.450% Notes due 2026

Interest Payment Dates: March 14 and September 14

Record Dates: February 28 and August 31

[SIGNATURE PAGE FOLLOWS]

A-39

IN WITNESS WHEREOF, the Company has caused this Security to be signed manually, electronically or by facsimile by its duly authorized officer.


Dated:	CGI INC.

	By:
		Name:
		Title:

	By:
		Name:
		Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the 1.450% Notes due 2026 described in the within-mentioned Indenture.


COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee

By:
		Authorized Signatory

Dated:

A-40

[FORM OF REVERSE SIDE OF 2026 REGISTERED GLOBAL SECURITY]

CGI INC.

1.450% Notes due 2026

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

A-41

5. OPTIONAL REDEMPTION.

8. PERSONS DEEMED OWNERS. The registered Holder of this Security may be treated as the owner of it for all purposes.

A-42

A-43

18. GOVERNING LAW. THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

CGI Inc.

15th Floor -1350 René-Lévesque Boulevard West

Montréal, Québec H3G 1T4

(email: secretary@cgi.com)

Attention: Chief Legal Officer

A-44

ASSIGNMENT FORM


To assign this Security, fill in the form below:

I or we assign and transfer this Security to:
		(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint _______________________________________________as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


Dated:	Your Signature:
		(Sign exactly as your name appears on the other side of this Security.)


Signature Guarantee:
		(Signature must be guaranteed)

A-45

[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The following increases or decreases in this Global Security have been made:

Date of

Exchange

Amount of decrease

in Principal amount

of this Global

Security

Amount of increase

in Principal amount

of this Global

Security

Principal amount of
this

Global Security
following such
decrease or increase)

Signature of
authorized officer
of Trustee or
Securities
Custodian

A-46

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company pursuant to Section 4.03 of the Indenture, check the box:

☐ 4.03

If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.03 of the Indenture, state the amount in principal amount: $________________


Dated:	Your Signature:
		(Sign exactly as your name appears on the other side of this Security.)


Signature Guarantee:
(Signature must be guaranteed)

A-47

EXHIBIT 2.1

APPENDIX A

[FORM OF FACE OF 2031 144A SECURITY]

[Global Securities Legend]

A-48

A-49


No.		$

	CUSIP NO.
	ISIN NO.

CGI INC.

2.300% Notes due 2031

CGI Inc., a corporation existing under the laws of Quebec (herein called the “Company”, which term includes any Successor Company under the Indenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of UNITED STATES DOLLARS ($ ), subject to adjustments listed on the Schedule of Increases or Decreases in Global Security attached hereto, on September 14, 2031.

Interest Payment Dates: March 14 and September 14

Record Dates: February 28 and August 31

[SIGNATURE PAGE FOLLOWS]

A-50

IN WITNESS WHEREOF, the Company has caused this Security to be signed manually, electronically or by facsimile by its duly authorized officer.


Dated:	CGI INC.

	By:
		Name:
		Title:

	By:
		Name:
		Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the 2.300% Notes due 2031 described in the within-mentioned Indenture.

COMPUTERSHARE TRUST COMPANY, N.A.,

as Trustee


By:
		Authorized Signatory


Dated:

A-51

[FORM OF REVERSE SIDE OF 2031 144A SECURITY]

CGI INC.

2.300% Notes due 2031

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. CGI Inc. (the “Company”) promises to pay interest on the principal amount of this Security at 2.300% per annum. The Company shall pay interest semi-annually in arrears on March 14 and September 14 of each year, commencing March 14, 2022. Interest on the 2031 Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from September 14, 2021. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. For disclosure purposes under the Interest Act (Canada), whenever in this Indenture or any Securities issued hereunder interest at a specified rate is to be calculated on the basis of a period less than a calendar year, the yearly rate of interest to which such rate is equivalent is such rate multiplied by the actual number of days in the relevant calendar year and divided by the number of days in such period. The Company shall pay interest on overdue principal at the rate borne by this Security, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

2. METHOD OF PAYMENT. The Company shall pay interest on the 2031 Securities (except defaulted interest) to the Persons who are registered Holders of 2031 Securities at the close of business on the February 28 and August 31 next preceding the interest payment date even if such 2031 Securities are canceled after the record date and on or before the interest payment date. Holders must surrender 2031 Securities to a Paying Agent to collect principal payments. The Company shall pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the 2031 Securities represented by a Global Security (including principal, premium and interest) shall be made by wire transfer of immediately available funds to the accounts specified by the Depository. The Company shall make all payments in respect of a certificated 2031 Security (including principal, premium and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on a certificated Security shall be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

4. INDENTURE. The Company issued the 2031 Securities under an Indenture dated as of September 14, 2021 (the “Indenture”), between the Company and the Trustee. This Security is one of a duly authorized issue of notes of the Company designated as its 2.300% Notes due 2031, initially issued in the aggregate principal amount of $400,000,000. The terms of the 2031 Securities include those stated in the Indenture, and Holders are referred to the Indenture for a statement of those terms (which for greater certainty includes the right of exchange of the 2031 Securities provided in Appendix A to the Indenture, which is an express term of this Security). Any term used in this Security that is defined in the Indenture shall have the meaning assigned to it in the Indenture. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

A-52

5. OPTIONAL REDEMPTION.

Prior to June 14, 2031 (the “2031 Par Call Date”), the Company may redeem the 2031 Securities in whole or in part, any time or from time to time, prior to their maturity, at a redemption price equal to the greater of (i) 100% of the principal amount of the 2031 Securities being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon to the 2031 Par Call Date (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 20 basis points, plus, in each case, accrued and unpaid interest thereon to the redemption date.

At any time and from time to time on or after the 2031 Par Call Date, the Company may redeem the 2031 Securities, in whole or in part, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest to the redemption date.

6. CHANGE OF CONTROL REPURCHASE EVENT. Upon the occurrence of a Change of Control Repurchase Event, unless the Company shall have exercised its option pursuant to Section 5 hereof to redeem the 2031 Securities, the Company will be required to make an offer to each Holder of the Securities, to repurchase all or any part (in denominations of $2,000 and integral multiples of $1,000 in excess thereof) of that Holder’s 2031 Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of the 2031 Securities to be repurchased plus any accrued and unpaid interest on such 2031 Securities to, but excluding, the repurchase date.

7. DENOMINATIONS; TRANSFER; EXCHANGE. The 2031 Securities are in registered form without coupons in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. A Holder may transfer or exchange 2031 Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and the Company will require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any 2031 Securities selected for redemption (except, in the case of a 2031 Security to be redeemed in part, the portion of the 2031 Security not to be redeemed) or any 2031 Securities for a period of 15 days before a selection of 2031 Securities to be redeemed or 15 days before an interest payment date. Transfer may be restricted as provided in the Indenture.

8. PERSONS DEEMED OWNERS. The registered Holder of this Security may be treated as the owner of it for all purposes.

10. DISCHARGE AND DEFEASANCE. Subject to certain conditions, the Company at any time shall be entitled to terminate some or all of its obligations under the 2031 Securities and the Indenture with respect to the 2031 Securities if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the 2031 Securities to redemption or maturity, as the case may be.

A-53

11. AMENDMENT; SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, or the 2031 Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the 2031 Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, 2031 Securities), and any existing default or compliance with any provision of the Indenture or the 2031 Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding 2031 Securities (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, 2031 Securities). Without the consent of any Holder of a 2031 Security, the Indenture or the 2031 Securities may be amended or supplemented to, among other things, cure any ambiguity, to correct or supplement any provision which may be inconsistent with any other provision or to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA, or to make any other provisions with respect to matters or questions arising under the Indenture, provided such action shall not adversely affect the interests of the Holders in any material respect.

12. DEFAULTS AND REMEDIES. The Events of Default relating to the 2031 Securities are defined in Section 6.01 of the Indenture. Upon the occurrence of an Event of Default, the rights and obligations of the Company, the Trustee and the Holders shall be as set forth in the applicable provisions of the Indenture.

13. TRUSTEE DEALINGS WITH COMPANY. The Trustee in its individual or any other capacity may become the owner or pledgee of 2031 Securities and may become a creditor of, or otherwise deal with the Company or any of its Affiliates, with the same rights it would have if it were not Trustee.

14. NO RECOURSE AGAINST OTHERS. A director, officer, employee or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under the 2031 Securities or the Indenture with respect to the 2031 Securities or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a 2031 Security, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the 2031 Securities.

17. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the 2031 Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders of 2031 Securities. No representation is made as to the accuracy of such numbers either as printed on the 2031 Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

A-54

18. GOVERNING LAW. THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

CGI Inc.

15th Floor -1350 René-Lévesque Boulevard West

Montréal, Québec H3G 1T4

(email: secretary@cgi.com)

Attention: Chief Legal Officer

A-55

ASSIGNMENT FORM

To assign this Security, fill in the form below:


I or we assign and transfer this Security to:
		(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


Signature Guarantee:
		(Signature must be guaranteed)

A-56

[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The following increases or decreases in this Global Security have been made:

Date of
Exchange

Amount of decrease
in Principal amount
of this Global
Security

Amount of increase
in Principal amount
of this Global
Security

Principal amount of
this
Global Security
following such
decrease or increase)

Signature of
authorized officer
of Trustee or
Securities

Custodian

A-57

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company pursuant to Section 4.03 of the Indenture, check the box:

☐ 4.03

If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.03 of the Indenture, state the amount in principal amount: $________________


Dated:	Your Signature:
		(Sign exactly as your name appears on the other side of this Security.)


Signature Guarantee:
		(Signature must be guaranteed)

A-58

EXHIBIT 2.2

APPENDIX A

[FORM OF FACE OF 2031 REGULATION S SECURITY]

[Global Securities Legend]

A-59

A-60

CGI INC.

2.300% Notes due 2031

Interest Payment Dates: March 14 and September 14

Record Dates: February 28 and August 31

[SIGNATURE PAGE FOLLOWS]

A-61

IN WITNESS WHEREOF, the Company has caused this Security to be signed manually, electronically or by facsimile by its duly authorized officer.


Dated:	CGI INC.

	By:
		Name:
		Title:

	By:
		Name:
		Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the 2.300% Notes due 2031 described in the within-mentioned Indenture.


COMPUTERSHARE TRUST COMPANY, N.A., as Trustee

By:
		Authorized Signatory

Dated:

A-62

[FORM OF REVERSE SIDE OF 2031 REGULATION S SECURITY]

CGI INC.

2.300% Notes due 2031

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

A-63

5. OPTIONAL REDEMPTION.

6. CHANGE OF CONTROL REPURCHASE EVENT. Upon the occurrence of a Change of Control Repurchase Event, unless the Company shall have exercised its option pursuant to Section 5 hereof to redeem the 2031 Securities, the Company will be required to make an offer to each Holder of the Securities, to repurchase all or any part (in denominations of $2,000 and integral multiples of $1,000 in excess thereof) of that Holder’s 2031 Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of the 2031 Securities to be repurchased plus any accrued and unpaid interest on such 2031 Securities to, but excluding, the repurchase date.

8. PERSONS DEEMED OWNERS. The registered Holder of this Security may be treated as the owner of it for all purposes.

A-64

14. NO RECOURSE AGAINST OTHERS. A director, officer, employee or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under the 2031 Securities or the Indenture with respect to the 2031 Securities or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a 2031 Security, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the 2031 Securities.

17. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the 2031 Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders of 2031 Securities. No representation is made as to the accuracy of such numbers either as printed on the 2031 Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

A-65

18. GOVERNING LAW. THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

CGI Inc.

15th Floor -1350 René-Lévesque Boulevard West

Montréal, Québec H3G 1T4

(email: secretary@cgi.com)

Attention: Chief Legal Officer

A-66

ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint _______________________________________________as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


Dated:	Your Signature:
		(Sign exactly as your name appears on the other side of this Security.)


Signature Guarantee:
		(Signature must be guaranteed)

A-67

[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The following increases or decreases in this Global Security have been made:

Date of
Exchange

Amount of decrease

in Principal amount

of this Global

Security

Amount of increase

in Principal amount

of this Global

Security

Principal amount of
this

Global Security
following such
decrease or increase)

Signature of
authorized officer
of Trustee or
Securities
Custodian

A-68

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company pursuant to Section 4.03 of the Indenture, check the box:

☐ 4.03

If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.03 of the Indenture, state the amount in principal amount: $________________


Dated:		Your Signature:
		(Sign exactly as your name appears on the
		other side of this Security.)
Signature Guarantee:
(Signature must be guaranteed)

A-69

EXHIBIT 2.3

APPENDIX A

[FORM OF FACE OF 2031 REGISTERED GLOBAL SECURITY]

[Global Securities Legend]

A-70


No.		$
	CUSIP NO.
	ISIN NO.

CGI INC.

2.300% Notes due 2031

Interest Payment Dates: March 14 and September 14

Record Dates: February 28 and August 31

[SIGNATURE PAGE FOLLOWS]

A-71

IN WITNESS WHEREOF, the Company has caused this Security to be signed manually, electronically or by facsimile by its duly authorized officer.


Dated:	CGI INC.

	By:
		Name:
		Title:

	By:
		Name:
		Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the 2.300% Notes due 2031 described in the within-mentioned Indenture.


COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee

By:
		Authorized Signatory
Dated:

A-72

[FORM OF REVERSE SIDE OF 2031 REGISTERED GLOBAL SECURITY]

CGI INC.

2.300% Notes due 2031

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

A-73

5. OPTIONAL REDEMPTION.

6. CHANGE OF CONTROL REPURCHASE EVENT. Upon the occurrence of a Change of Control Repurchase Event, unless the Company shall have exercised its option pursuant to Section 5 hereof to redeem the 2031 Securities, the Company will be required to make an offer to each Holder of the Securities, to repurchase all or any part (in denominations of $2,000 and integral multiples of $1,000 in excess thereof) of that Holder’s 2031 Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of the 2031 Securities to be repurchased plus any accrued and unpaid interest on such 2031 Securities to, but excluding, the repurchase date.

8. PERSONS DEEMED OWNERS. The registered Holder of this Security may be treated as the owner of it for all purposes.

A-74

14. NO RECOURSE AGAINST OTHERS. A director, officer, employee or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under the 2031 Securities or the Indenture with respect to the 2031 Securities or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a 2031 Security, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the 2031 Securities.

17. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the 2031 Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders of 2031 Securities. No representation is made as to the accuracy of such numbers either as printed on the 2031 Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

A-75

18. GOVERNING LAW. THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

CGI Inc.

15th Floor -1350 René-Lévesque Boulevard West

Montréal, Québec H3G 1T4

(email: secretary@cgi.com)

Attention: Chief Legal Officer

A-76

ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint _______________________________________________as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Dated:

Your Signature:

(Sign exactly as your name appears on the

other side of this Security.)


Signature Guarantee:
				(Signature must be guaranteed)

A-77

[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The following increases or decreases in this Global Security have been made:

Date of

Exchange

Amount of decrease
in Principal amount
of this Global
Security

Amount of increase
in Principal amount
of this Global
Security

Principal amount of
this
Global Security
following such
decrease or increase)

Signature of
authorized officer
of Trustee or
Securities
Custodian

A-78

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company pursuant to Section 4.03 of the Indenture, check the box:

☐ 4.03

If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.03 of the Indenture, state the amount in principal amount: $________________


Dated:	Your Signature:
		(Sign exactly as your name appears on the other side of this Security.)



Signature Guarantee:
		(Signature must be guaranteed)

A-79

APPENDIX B

FORM OF CERTIFICATE OF TRANSFER

CGI Inc.

15th Floor -1350 René-Lévesque Boulevard West

Montréal, Québec H3G 1T4

Attention: Chief Legal Officer

Computershare Trust Company, N.A., as Trustee

6200 S. Quebec St.

Greenwood Village, Colorado 80111

Attention: Corporate Trust—CGI Inc.

Re: [ ]% Notes due 20[ ]

Reference is hereby made to the Indenture, dated as of September 14, 2021 (the “Indenture”), between CGI Inc., as issuer (the “Company”), and Computershare Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

___________________, (the “Transferor”) owns and proposes to transfer the Security [ies] or interest in such Security[ies] specified in Annex A hereto, in the principal amount of $___________ in such Security[ies] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

(1) ☐ Check if Transferee will take delivery of a beneficial interest in the 144A Global Security or a Definitive Security Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Security is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Security for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Security and/or the Definitive Security and in the Indenture and the Securities Act.

(2) ☐ Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Security or a Definitive Security pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(a) of Regulation S under the Securities Act, and (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Security and in the Indenture and the Securities Act.

B-1

(3) ☐ Check and complete if Transferee will take delivery of a Definitive Security pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Security and Restricted Definitive Security and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) ☐ such Transfer is being effected pursuant to and in accordance with Rule 144 under the

Securities Act;

(b) ☐ such Transfer is being effected to the Company or a Subsidiary thereof;

(c) ☐ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

(4) ☐ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Security.

☐ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Security, on Restricted Definitive Security and in the Indenture.

☐ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Security, on Restricted Definitive Security and in the Indenture.

☐ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Security or Restricted Definitive Security and in the Indenture.

B-2

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.


[Insert Name of Transferor]

By:
		Name:
		Title:

Dated:

B-3

ANNEX A TO CERTIFICATE OF TRANSFER

The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)

☐ a beneficial interest in the:

(i)

☐ 144A Global Note (CUSIP _________), or

(ii)

☐ Regulation S Global Note (CUSIP ______); or

(b)

☐ a Restricted Definitive Security.

After the Transfer the Transferee will hold:

[CHECK ONE OF (a), (b) OR (c)]

(a)

☐ a beneficial interest in the:

(i)

☐ 144A Global Note (CUSIP _________), or

(ii)

☐ Regulation S Global Note (CUSIP _________), or

(iii)

☐ Unrestricted Global Note (CUSIP _________); or

(b)

☐ a Restricted Definitive Security; or

(c)

☐ an Unrestricted Definitive Security,

in accordance with the terms of the Indenture.

B-4

APPENDIX C

FORM OF CERTIFICATE OF EXCHANGE

CGI Inc.

15th Floor -1350 René-Lévesque Boulevard West

Montréal, Québec H3G 1T4

Attention: Chief Legal Officer

Computershare Trust Company, N.A., as Trustee

6200 S. Quebec St.

Greenwood Village, Colorado 80111

Attention: Corporate Trust—CGI Inc.

Re: [ ]% Notes due 20[ ]

Reference is hereby made to the Indenture, dated as of September 14, 2021 (the “Indenture”), between CGI Inc., as issuer (the “Company”) and Computershare Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

. __________________________, (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $ in such Security[ies] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

(1) Exchange of Restricted Definitive Securities or Beneficial Interests in a Restricted Global Security for Unrestricted Definitive Securities or Beneficial Interests in an Unrestricted Global Security evidencing the same indebtedness as the Restricted Global Security

(a) ☐ Check if Exchange is from beneficial interest in a Restricted Global Security to beneficial interest in an Unrestricted Global Security. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Security for a beneficial interest in an Unrestricted Global Security in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Security and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Security is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b) ☐ Check if Exchange is from beneficial interest in a Restricted Global Security to Unrestricted Definitive Security. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Security for an Unrestricted Definitive Security, the Owner hereby certifies (i) the Unrestricted Definitive Security is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Security and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Security is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

C-1

(c) ☐ Check if Exchange is from Restricted Definitive Security to beneficial interest in an Unrestricted Global Security. In connection with the Owner’s Exchange of a Restricted Definitive Security for a beneficial interest in an Unrestricted Global Security, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Security and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d) ☐ Check if Exchange is from Restricted Definitive Security to Unrestricted Definitive Security. In connection with the Owner’s Exchange of a Restricted Definitive Security for an Unrestricted Definitive Security, the Owner hereby certifies (i) the Unrestricted Definitive Security is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Security and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Security is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(2) Exchange of Restricted Definitive Securities or Beneficial Interests in Restricted Global Securities for Restricted Definitive Securities or Beneficial Interests in Restricted Global Securities Evidencing the same Indebtedness.

(a) ☐ Check if Exchange is from beneficial interest in a Restricted Global Security to Restricted Definitive Security. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Security for a Restricted Definitive Security with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Security is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Security issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Security and in the Indenture and the Securities Act.

(b) ☐ Check if Exchange is from Restricted Definitive Security to beneficial interest in a Restricted Global Security. In connection with the Exchange of the Owner’s Restricted Definitive Security for a beneficial interest in the [CIRCLE ONE] 144A Global Security or Regulation S Global Security with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Definitive Security and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Security and in the Indenture and the Securities Act.

C-2

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.


[Insert Name of Transferor]

By:
		Name:
		Title:

Dated:

C-3

EX-7.2 8 d353927dex72.htm EX-7.2 EX-7.2

Exhibit 7.2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)


National Banking Association		04-3401714
(Jurisdiction of incorporation of organization if not a U.S. national bank)		(I.R.S. Employer Identification Number)

150 Royall Street, Canton, MA		02021
(Address of principal executive offices)		(Zip Code)

CGI INC.

(Exact name of Registrant as specified in its charter)

Quebec, Canada

(Province or other jurisdiction of incorporation or organization)

8742

(Primary Standard Industrial Classification Code Number, if applicable)

98-0406227

(I.R.S. Employer Identification No., if applicable)

1350 René-Lévesque Boulevard West

25th Floor

Montreal, Quebec

Canada H3G 1T4

(514) 841-3200

(Address and telephone number of Registrant’s principal executive offices)

CGI Technologies and Solutions Inc.

11325 Random Hills

Fairfax, VA 22030

(703) 267-8000

Attn: Eric L. McFadden

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Approximate date of commencement of proposed sale of the securities to the public:

From time to time after this Registration Statement becomes effective.

Province of Quebec, Canada

(Principal jurisdiction regulating this offering)

DEBT SECURITIES

(Title of the indenture securities)

Item 1.

General Information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

340 Madison Avenue, 4^th Floor

New York, NY 10017-2613

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2.

Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe such affiliation.

None.

[Remainder of this Page Intentionally Left Blank;

Continued]

Item 16.

List of exhibits. List below all exhibits filed as a part of this statement of eligibility.

1. A copy of the articles of association of the trustee.

2. A copy of the certificate of authority of the trustee to commence business.

3. A copy of the authorization of the trustee to exercise corporate trust powers. (See exhibits 1 and 2).

4. A copy of the existing bylaws of the trustee, as now in effect.

5. Not Applicable.

6. The consent of the Trustee required by Section 321(b) of the Act.

7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

8. Not Applicable.

9. Not Applicable.

[Remainder of this Page Intentionally Left Blank;

Signature Pages Follow]

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Computershare Trust Company, National Association, a national banking association, organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Cleveland, and State of Ohio, on the 27th day of April, 2022.


COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

By:		/s/ Jerry Urbanek
		Trust Officer

EXHIBIT 1

ARTICLES OF INCORPORATION


ARTICLES OF ASSOCIATION		Filed
OF		Comptroller of The Currency
BOSTON EQUISERVE TRUST COMPANY,		Northeastern District
NATIONAL ASSOCIATION		Date SEP 30 1996

For the purpose of organizing an Association to carry on the business of a limited purpose trust company under the laws of the United States, the undersigned do enter into the following Articles of Association:

FIRST. The title of this Association shall be Boston EquiServe Trust Company, National Association.

SECOND. The Main Office of the Association shall be in the Town of Canton, County of Norfolk, Commonwealth of Massachusetts. The business of the Association will be limited to the operations of a national trust company and to support activities incidental thereto. The Association will not expand or alter its business beyond that stated in this Article Second without the prior approval of the Comptroller of the Currency.

THIRD. The Board of Directors of this Association shall consist of not less than five nor more than twenty-five shareholders, the exact number to be fixed and determined from time to time by resolution of a majority of the full Board of Directors or by resolution of the shareholders at any annual or special meeting thereof. Each Director shall own common or preferred stock of the Association or of a holding company owning the Association, with an aggregate par, fair market or equity value of not less than $1,000, as of either (i) the date of purchase, (ii) the date the person became a director, or (iii) the date of that person’s most recent election to the Board of Directors, whichever is most recent. Any combination of common or preferred stock of the Association or holding company may be used.

Any vacancy in the Board of Directors may be filled by action of the Board of Directors; provided, however, that a majority of the full Board of Directors may not increase the number of Directors to a number which: (1) exceeds by more than two the number of Directors last elected by shareholders where the number was 15 or less; and (2) exceeds by more than four the number of Directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25.

Terms of Directors, including Directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which Directors are elected, unless the Directors resign or are removed from office. Despite the expiration of a Director’s term, the Director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of Directors and his or her position is eliminated.

FOURTH. There shall be an annual meeting of the shareholders to elect Directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place as the Board of Directors may designate, on the day of each year specified therefore in the By-laws, but if no election is held on that day, it may be held on any subsequent day according to such lawful rules as may be prescribed by the Board of Directors.

Nominations for election to the Board of Directors may be made by the Board of Directors or by any shareholder of any outstanding class of capital stock of this Association entitled to vote for election of Directors. Nominations other than those made by or on behalf of the existing management shall be made in writing and be delivered or mailed to the president of this Association and to the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of Directors; provided, however, that if less than 21 days notice of the meeting is given to the shareholders, such nominations shall be mailed or delivered to the president of this Association and to the Comptroller of the Currency not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder: the name and address of each proposed nominee; the principal occupation of each proposed nominee; the total number of shares of capital stock of this Association that will be voted for each proposed nominee; the name and residence address of the notifying shareholder; and the number of shares of capital stock of this Association owned by the notifying shareholder. Nominations not made in accordance herewith may, in his or her discretion, be disregarded by the chairperson of the meeting, and upon his or her instructions, the vote tellers may disregard all votes cast for each such nominee.

FIFTH. The authorized amount of capital stock of this Association shall be 1,000,000 shares of common stock of the par value of one dollar ($1) each; but said capital stock may be increased or decreased from time to time, in accordance with the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of this Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of this Association, whether now or hereafter authorized, or to any obligations convertible into stock of this Association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors, in its discretion may from time to time determine and at such price as the Board of Directors may from time to time fix.

Transfers of the Association’s capital stock are subject to the prior approval of a federal depository institution regulatory agency. If no other agency approval is required, the Comptroller of the Currency’s approval shall be obtained prior to the transfers. In such cases where the Comptroller of the Currency approval is required, the Comptroller of the Currency will apply the definitions and standards set forth in the Change in Bank Control Act and the Comptroller of the Currency’s implementing regulation (12 U.S.C. 1817(j) and 12 C.F.R. 5.50) to ownership changes in the Association.

This Association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders.

SIXTH. The Board of Directors shall appoint one of its members President of this Association, and one of its members Chairperson of the Board. The Board of Directors shall have the power to appoint one or more Vice Presidents, a Secretary who shall keep the minutes of the directors’ and shareholders’ meetings and be responsible for authenticating the records of this Association, a Cashier and such other officers and employees as may be required to transact the business of this Association.

The Board of Directors shall have the power to (i) define the duties of the officers, employees and agents of this Association; (ii) delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees and agents of this Association; (iii) fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law; (iv) dismiss officers and employees; (v) require bonds from officers and employees and to fix the penalty thereof; (vi) ratify written policies authorized by this Association’s management of committees of the Board of Directors; (vii) regulate the manner in which any increase of the capital of this Association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of this Association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital; (viii) manage and administer the business and affairs of this Association; (ix) adopt initial By-laws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs of this Association; (x) amend or repeal By-laws, except to the extent that the Articles of Association reserve this power in whole or in part to shareholders; (xi) make contracts, and (xii) generally perform all acts that it may be legal for a Board of Directors to perform.

SEVENTH. The Board of Directors shall have the power to change the location of the main office to any other place within the limits of the Town of Canton, without the approval of the shareholders, and shall have the power to establish or change the location of any branch or branches of this Association to any other location, without the approval of the shareholders.

EIGHTH. The corporate existence of this Association shall continue until terminated in accordance with the laws of the United States.

NINTH. The Board of Directors of this Association, or any shareholder owning, in the aggregate, not less than ten percent of the stock of this Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the laws of the United States, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least ten days prior to the date of such meeting to each shareholder of record at his address as shown upon the books of this Association.

TENTH. This Association shall to the fullest extent legally permissible indemnify each person who is or was a director, officer, employee or other agent of this Association and each person who is or was serving at the request of this Association as a director, trustee, officer, employee or other agent of another organization or of any partnership, joint venture, trust, employee benefit plan or other enterprise or organization against all liabilities, costs and expenses, including but not limited to amounts paid in satisfaction of judgments, in settlement or as fines and penalties, and counsel fees and disbursements, reasonably incurred by him in connection with the defense or disposition of or otherwise in connection with or resulting from any action, suit or other proceeding, whether civil, criminal, administrative or investigative, before any court or administrative or legislative or investigative body, in which he may be or may have been involved as a party or otherwise or with which he may be or may have been threatened, while in office or thereafter, by reason of his being or having been such a director, officer, employee, agent or trustee, or by reason of any action taken or not taken in any such capacity, except with respect to any matter as to which he shall have been finally adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation (any person serving another organization in one or more of the indicated capacities at the request of this Association who shall not have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of such other organization shall be deemed so to have acted in good faith with respect to the National Trust Company) or to the extent that such matter relates to service with respect to an employee benefit plan, in the best interest of the participants or beneficiaries of such employee benefit plan. Expenses, including but not limited to counsel fees and disbursements, so incurred by any such person in defending any such action, suit or proceeding, shall be paid from time to time by this Association in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the person indemnified to repay the amounts so paid if it shall ultimately be determined that indemnification of such expenses is not authorized hereunder.

As to any matter disposed of by settlement by any such person, pursuant to a consent decree or otherwise, no such indemnification either for the amount of such settlement or for any other expenses shall be provided unless such settlement shall be approved as in the best interests of the National Trust Company, after notice that it involves such indemnification, (a) by vote of a majority of the disinterested directors then in office (even though the disinterested directors be less than a quorum), or (b) by any disinterested person or persons to whom the question may be referred by vote of a majority of such disinterested directors, or (c) by vote of the holders of a majority of the outstanding stock at the time entitled to vote for directors, voting as a single class, exclusive of any stock owned by any interested person, or (d) by any disinterested person or persons to whom the question may be referred by vote of the holders of a majority of such stock. No such approval shall prevent the recovery from any such director, officer, employee, agent or trustee of any amounts paid to him or on his behalf as indemnification in accordance with the preceding sentence if such person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that his action was in the best interests of this Association. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director, officer, employee, agent or trustee may be entitled or which may lawfully be granted to him. As used herein, the terms “director”, “officer”, “employee”, “agent” and “trustee” include their respective executors, administrators and other legal representatives, an “interested” person is one against whom the action, suit or other proceeding in question or another action, suit or other proceeding on the same or similar grounds is then or had been pending or threatened, and a “disinterested” person is a person against whom no such action, suit or other proceeding is then or had been pending or threatened. By action of the board of directors, notwithstanding any interest of the directors in such action, this Association may purchase and maintain insurance, in such amounts as the board of directors may from time to time deem appropriate, on behalf of any person who is or was a director, officer, employee or other agent of this Association, or is or was serving at the request of this Association as a director, trustee, officer, employee or other agent of another organization or of any partnership, joint venture, trust, employee benefit plan or other enterprise or organization against any liability incurred by him in any such capacity, or arising out of his status as such, whether or not this Association would have the power to indemnify him against such liability.

Nothing contained in this Article Tenth shall be construed to (i) allow the indemnification of or insurance coverage for a director, trustee, officer, employee or agent of this Association against expenses, penalties or other payments incurred in an administrative action instituted by an appropriate bank regulatory agency which results in a final order assessing civil money penalties or requires the payment of money to the Association, or (ii) exceed the provisions of Massachusetts General Laws, chapter 156B, section 67, as in effect from time to time.

ELEVENTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount.

TWELFTH. This Association may be a partner in any business or enterprise which this Association would have power to conduct by itself.

IN WITNESS WHEREOF, we have hereunto set our hands this 20^thday of September, 1996.

/s/ A. Edward Allinson

A. Edward Allinson

/s/ Joseph L. Hooley

Joseph L. Hooley

/s/ John R. Towers

John R. Towers

/s/ Edward A. O’Neal

Edward A. O’Neal

/s/ Susannah Swihart

Susannah Swihart

/s/ Joanne E. Nuzzo

Joanne E. Nuzzo

Boston EquiServe Trust Company, N.A.

Shareholder’s Meeting

January 19, 1999

Minutes

Pursuant to notice duly given, a meeting of the shareholders of Boston EquiServe Trust Company, N.A. (the “Trust Company”) was held on January 19, 1999 at 3:00 p.m. (Eastern Time) at its offices located at 150 Royall Street, Canton, Massachusetts.

Attending were Christopher Skaar, Chief Executive Officer of EquiServe Limited Partnership (formerly known as Boston EquiServe Limited Partnership)(“EquiServe”) and Stephen Cesso, Secretary of the Trust Company.

1. Approval of Amendment to Articles of Association. Christopher Skaar, as Chief Executive Officer of EquiServe, the sole shareholder of the Trust Company approved the following amendment to the Articles of Association of the Trust Company to change the name of the Trust Company:

VOTED, that the First Article of the Articles of Association is amended to read:

The title of this Association shall be EquiServe Trust Company, National Association.

The meeting concluded with the approval of the above vote. There being no other items for discussion, the shareholder meeting was adjourned at approximately 3:05 p.m. (Eastern Time).

/s/ Stephen Cesso

Stephen Cesso

Secretary

EquiServe Trust Company, N.A.

VIA FEDERAL EXPRESS

November 22, 2005

Ms. Kathleen M. Cahill

Assistant Deputy Comptroller

The Office of the Comptroller of the Currency

New England Field Office

20 Winthrop Square, Suite 200

Boston, MA 02110

Re: EquiServe Trust Company, N.A.

Dear Ms. Cahill:

This serves as notification to The Office of the Comptroller of the Currency that EquiServe Trust Company, National Association has amended its Articles of Association to change its name to Computershare Trust Company, National Association (the “Trust Company”), effective January 1, 2006. Enclosed are minutes from the Trust Company’s shareholder meeting held on November 17, 2005 at which the Articles of Association were amended to reflect the name change, certified by the Secretary of the Trust Company.

Please let me know if you have any questions or need any additional information.

Very truly yours,

/s/ Andrea Manning

Andrea Manning

Assistant Secretary

Enclosure

cc: James Mayhew, Portfolio Manager, OCC (w/encl.)

Stephen Cesso (w/out encl.)

EquiServe Trust Company, N.A., 150 Royall Street, Canton, MA 02021

EquiServe Trust Company, N.A.

Shareholder’s Meeting

November 17, 2005

Minutes

Pursuant to notice duly given, a meeting of the shareholders of EquiServe Trust Company, N.A. (the “Trust Company”) was held on November 17, 2005 at 1:20 p.m. (Eastern Time) at its offices located at 250 Royall Street, Canton, Massachusetts.

Attending were Charles V. Rossi, President of Computershare Shareholder Services, Inc. (formerly known as EquiServe, Inc., formerly known as EquiServe Limited Partnership, hereinafter “CSSI”), Andrea Manning, Assistant Secretary and Stephen Cesso, Secretary of the Trust Company.

1. Approval of Amendment to Articles of Association. Charles V. Rossi, as President of CSSI, the sole shareholder of the Trust Company approved the following amendment to the Articles of Association of the Trust Company to change the name of the Trust Company, to be effective January 1, 2006.

VOTED, that the First Article of the Articles of Association is amended to read:

The title of this Association shall be Computershare Trust Company, National Association.

The meeting concluded with the approval of the above vote. There being no other items for discussion, the shareholder meeting was adjourned at approximately 1:25 p.m. (Eastern Time).


/s/ Stephen Cesso				/s/ Andrea Manning
Stephen Cesso				Andrea Manning
Secretary				Assistant Secretary

EXHIBIT 2

CERTIFICATE OF AUTHORITY

LOGO Office of the Comptroller of the Currency

Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE AND FIDUCIARY POWERS

I, Michael J. Hsu, Acting Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “Computershare Trust Company, National Association,” Canton, Massachusetts (Charter No. 23148), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise fiduciary powers on the date of this certificate.

IN TESTIMONY WHEREOF, today, January 7, 2022, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.





		Acting Comptroller of the Currency

LOGO

2022-00297-C

EXHIBIT 4

BYLAWS OF THE TRUSTEE

BOSTON EQUISERVE TRUST COMPANY,

NATIONAL ASSOCIATION

BY-LAWS

ARTICLE I

Meetings of Shareholders

Section 1.1 Annual Meeting. The regular annual meeting of the shareholders to elect directors and transact whatever other business may properly come before the meeting, shall be held at the Main Office of the National Trust Company, in the Town of Canton, Commonwealth of Massachusetts or such other places as the Board of Directors may designate, at 10 o’clock, on the fourth Wednesday of May of each year. Notice of such meeting shall be mailed, postage prepaid, at least ten days prior to the date thereof, addressed to each shareholder at his/her address appearing on the books of the National Trust Company. If, for any cause, an election of directors is not made on that day, the Board of Directors shall order the election to be held on some subsequent day, as soon thereafter as practicable, according to the provisions of law; and notice thereof shall be given in the manner herein provided for the annual meeting.

Section 1.2. Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the Board of Directors or by any shareholder owning, in the aggregate, not less than 10 percent of the stock of the National Trust Company. Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than ten days prior to the date fixed for such meeting, to each shareholder at his address appearing on the books of the National Trust Company a notice stating the purpose of the meeting.

Section 1.3. Nominations for Director. Nominations for election to the Board of Directors may be made by the Board of Directors or by any shareholder of any outstanding class of capital stock of the National Trust Company entitled to vote for the election of directors. Nominations, other than those made by or on behalf of the existing management of the National Trust Company, shall be made in writing and shall be delivered or mailed to the President of the National Trust Company and to the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors, provided however, that if less than 21 days’ notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the President of the National Trust Company and to the Comptroller of the Currency not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder:

(a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the total number of shares of capital stock of the National Trust Company that will be voted for each proposed nominee; (d) the name and residence address of the notifying shareholder; and (e) the number of shares of capital stock of the National Trust Company owned by the notifying shareholder. Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the Chairperson of the meeting, and upon his/her instructions, the vote tellers may disregard all votes cast for each such nominee.

Section 1.4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this National Trust Company shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and shall be filed with the records of the meeting.

Section 1.5. Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.

ARTICLE II

Directors

Section 2.1 Board of Directors. The Board of Directors shall have the power to manage and administer the business and affairs of the National Trust Company. Except as expressly limited by law, all corporate powers of the National Trust Company shall be vested in and may be exercised by the Board of Directors.

Section 2.2 Number. The Board of Directors shall consist of not less than five nor more than twenty-five shareholders, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board or by resolution of the shareholders at any meeting thereof.

Section 2.3. Organization Meeting. The Cashier, upon receiving the results of any election, shall notify the directors-elect of their election and of the time at which they are required to meet at the Main Office of the National Trust Company to organize the new Board and elect and appoint officers of the National Trust Company for the succeeding year. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within thirty days thereof. If, at the time fixed for such meeting, there shall not be a quorum present, the Directors present may adjourn the meeting, from time to time, until a quorum is obtained.

Section 2.4. Regular Meetings. Regular Meetings of the Board of Directors shall be held, without notice, at least once in each quarter on such days and at such hours as the Directors may from time to time determine. When any regular meeting of the Board falls upon a holiday, the meeting shall be held on the next banking business day unless the Board shall designate some other day.

Section 2.5. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of the National Trust Company, or at the request of three or more directors. Each member of the Board of Directors shall be given notice stating the time and place, by telegram, letter, or in person, of each such special meeting.

Section 2.6. Quorum. A majority of the directors shall constitute a quorum at any meeting, except when otherwise provided by law; but a less number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice.

Section 2.7. Vacancies. When any vacancy occurs among the directors, the remaining members of the Board, in accordance with the laws of the United States, may appoint a director to fill such vacancy at any regular meeting of the Board, or at a special meeting called for that purpose in conformance with Section 2.2 of this Article.

Section 2.8. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all the Directors consent to the action in writing and the written consents are filed with the records of the meetings of the Directors. Such consents shall be treated for all purposes as a vote at a meeting.

Section 2.9. Meeting by Telecommunications. Members of the Board of Directors or any committee elected thereby may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in a meeting can hear each other at the time and participation by such means shall constitute presence in person at the meeting.

ARTICLE III

Committees of the Board

Section 3.1. Investment Committee. There shall be an Investment Committee composed of not less than two Directors, appointed by the Board annually or more often. The Investment Committee shall have the power to insure adherence to Investment Policy, to recommend amendments thereto, to purchase and sell securities, to exercise authority regarding investments and to exercise, when the Board is not in session, all other powers of the Board regarding investment securities that may be lawfully delegated. The Investment Committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the Board of Directors at which a quorum is present, and any action taken by the Board with respect thereto shall be entered in the minutes of the Board.

Section 3.2. Examining Committee. There shall be an Examining Committee composed of not less than two directors, exclusive of any active officers, appointed by the Board annually or more often, whose duty it shall be to make an examination at least once during each calendar year and within 15 months of the last such examination into the affairs of the National Trust Company or cause suitable examinations to be made by auditors responsible only to the Board of Directors and to report the result of such examination in writing to the Board at the next regular meeting thereafter. Such report shall state whether the National Trust Company is in a sound condition, and whether adequate internal controls and procedures are being maintained and shall recommend to the Board of Directors such changes in the manner of conducting the affairs of the National Trust Company as shall be deemed advisable.

Section 3.3. Other Committees. The Board of Directors may appoint, from time to time, from its own members, other committees of one or more persons, for such purposes and with such powers as the Board may determine. However, a committee may not authorize distribution of assets or dividends; approve action required to be approved by shareholders; fill vacancies on the board of directors or any of its committees; amend articles of association; adopt, amend or repeal by-laws; or authorize or approve issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares.

ARTICLE IV

Officers and Employees

Section 4.1. Chairperson of the Board. The Board of Directors shall appoint one of its members to be Chairperson of the Board to serve at its pleasure. Such person shall preside at all meetings of the Board of Directors. The Chairperson of the Board shall supervise the carrying out of the policies adopted or approved by the Board; shall have general executive powers, as well as the specific powers conferred by these Bylaws; and shall also have and may exercise such further powers and duties as from time to time may be conferred upon, or assigned by the Board of Directors.

Section 4.2. President. The Board of Directors shall appoint one of its members to be President of the National Trust Company. In the absence of the Chairperson, the President shall preside at any meeting of the Board. The President shall have general executive powers, and shall have and may exercise any and all other powers and duties pertaining by law, regulations, or practice, to the Office of President, or imposed by these Bylaws. The President shall also have and may exercise such further powers and duties as from time to time may be conferred, or assigned by the Board of Directors.

Section 4.3. Vice President. The Board of Directors may appoint one or more Vice Presidents. Each Vice President shall have such powers and duties as may be assigned by the Board of Directors. One Vice President shall be designated by the Board of Directors, in the absence of the President, to perform all the duties of the President.

Section 4.4. Secretary. The Board of Directors shall appoint a Secretary, Cashier, or other designated officer who shall be Secretary of the Board and of the National Trust Company, and shall keep accurate minutes of all meetings. The Secretary shall attend to the giving of all notices required by these Bylaws to be given; shall be custodian of the corporate seal, records, documents and papers of the National Trust Company; shall provide for the keeping of proper records of all transactions of the National Trust Company; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the Office of Cashier, or imposed by these Bylaws; and shall also perform such other duties as may be assigned from time to time, by the Board of Directors.

Section 4.5. Other Officers. The Board of Directors may appoint one or more Executive Vice Presidents, Senior Vice Presidents, Assistant Vice Presidents, one or more Assistant Secretaries, one or more Assistant Cashiers, one or more Managers and Assistant Managers of offices and such other officers and attorneys in fact as from time to time may appear to the Board of Directors to be required or desirable to transact the business of the National Trust Company. Such officers shall respectively exercise such powers and perform such duties as pertain to the several offices, or as may be conferred upon, or assigned to, them by the Board of Directors, the Chairperson of the Board, or the President. The Board of Directors may authorize an officer to appoint one or more officers or assistant officers.

Section 4.6. Tenure of Office. The President and all other officers shall hold office for the current year for which the Board was elected, unless they shall resign, become disqualified, or be removed; and any vacancy occurring in the Office of President shall be filled promptly by the Board of Directors.

Section 4.7. Resignation. An officer may resign at any time by delivering notice to the National Trust Company. A resignation is effective when the notice is given unless the notice specifies a later effective date.

ARTICLE V

Fiduciary Activities

Section 5.1. Trust Department. There shall be a department of the National Trust Company known as the Trust Department that shall perform the fiduciary responsibilities of the National Trust Company.

Section 5.2. Trust Officer. There shall be a Trust Officer of this National Trust Company whose duties shall be to manage, supervise and direct all the activities of the Trust Department. Such persons shall do or cause to be done all things necessary or proper in carrying on the business of the Trust Department according to provisions of law and applicable regulations; and shall act pursuant to opinion of counsel where such opinion is deemed necessary. Opinions of counsel shall be retained on file in connection with all important matters pertaining to fiduciary activities. The Trust Officer shall be responsible for all assets and documents held by the National Trust Company in connection with fiduciary matters.

The Board of Directors may appoint other trust officers of the Trust Department, as it may deem necessary, with such duties as may be assigned.

Section 5.3. Trust Investment Committee. There shall be a Trust Investment Committee of this National Trust Company composed of not less than two members, who shall be capable and experienced officers or directors of the National Trust Company. All investments of funds held in a fiduciary capacity shall be made, retained or disposed of only with the approval of the Trust Investment Committee, and the Committee shall keep minutes of all its meetings, showing the disposition of all matters considered and passed upon by it. The Committee shall, promptly after the acceptance of an account for which the National Trust Company has investment responsibilities, review the assets thereof, to determine the advisability of retaining or disposing of such assets. The Committee shall conduct a similar review at least once during each calendar year thereafter and within 15 months of the last such review. A report of all such reviews, together with the action taken as a result thereof, shall be noted in the minutes of the Committee.

Section 5.4. Trust Audit Committee. The Board of Directors shall appoint a committee of not less than two directors, exclusive of any active officer of the National Trust Company, which shall, at least once during each calendar year and within 15 months of the last such audit make suitable audits of the Trust Department or cause suitable audits to be made by auditors responsible only to the Board of Directors, and at such time shall ascertain whether the Department has been administered according to law, Part 9 of the Regulations of the Comptroller of the Currency, and sound fiduciary principles.

Section 5.5. Fiduciary Files. There shall be maintained in the Trust Department files all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.

Section 5.6. Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and local law. Where such instrument does not specify the character and class of investments to be made and does not vest in the National Trust Company a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under local law.

ARTICLE VI

Stock and Stock Certificates

Section 6.1. Transfers. Shares of stock shall be transferable on the books of the National Trust Company, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to his shares, succeed to all rights of the prior holder of such shares.

Section 6.2. Stock Certificates. Certificates of stock shall bear the signature of the President (which may be engraved, printed or impressed), and shall be signed manually or by facsimile process by the Secretary, Assistant Secretary, Cashier, Assistant Cashier, or any other officer appointed by the Board of Directors for that purpose, to be known as an Authorized Officer, and the seal of the National Trust Company shall be engraved thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the National Trust Company properly endorsed.

ARTICLE VII

Corporate Seal

The President, the Cashier, the Secretary or any Assistant Cashier or Assistant Secretary, or other officer thereunto designated by the Board of Directors, shall have authority to affix the corporate seal to any document requiring such seal, and to attest the same. Such seal shall be substantially in the following form:

ARTICLE VIII

Miscellaneous Provisions

Section 8.1. Fiscal Year. The Fiscal Year of the National Trust Company shall be the calendar year.

Section 8.2. Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the National Trust Company by the Chairperson of the Board, or the President, or any Executive Vice President, or any Vice President, or the Secretary, or the Cashier. Any such instruments may also be executed, acknowledged, verified, delivered or accepted in behalf of the National Trust Company in such other manner and by such other officers as the Board of Directors may from time to time direct. The provisions of this Section 8.2. are supplementary to any other provision of these Bylaws.

Section 8.3. Records. The Articles of Association, the By-laws and the proceedings of all meetings of the shareholders, the Board of Directors, and standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the Secretary, Cashier or other Officer appointed to act as Secretary of the meeting.

ARTICLE IX

By-laws

Section 9.1 Inspection. A copy of the By-laws, with all amendments thereto, shall at all times be kept in a convenient place at the Main Office of the National Trust Company, and shall be open for inspection to all shareholders, during banking hours.

Section 9.2. Amendments. The By-laws may be amended, altered or repealed, at any regular meeting of the Board of Directors, by a vote of a majority of the total number of the Directors.

I, Evalyn Lipton Fishbein, CERTIFY that: (1) I am the duly constituted Secretary of Boston EquiServe Trust Company, National Association and Secretary of its Board of Directors, and as such officer am the official custodian of its records; (2) the foregoing By-laws are the By-laws of said National Trust Company, and all of them are now lawfully in force and effect.

I have hereunto affixed my official signature and the seal of the said National Trust Company, in the City of Boston on this 18th day of December, 1996.

/s/ Evalyn Lipton Fishbein

Secretary

EQUISERVE TRUST COMPANY, N.A. (THE “TRUST COMPANY”)

ACTION BY THE BOARD OF DIRECTORS

May 14, 2003

RESOLVED, that the Trust Company hereby deletes Section 3.2 and Section 5.4 of the By-Laws and replaces such sections with the following Section 3.2, and renumbers Section 5.5 and 5.6 as Section 5.4 and 5.5, respectively:

Section 3.2. Audit Committee. The Board of Directors shall appoint an Audit Committee composed of not less than two directors, exclusive of any active officers of the National Trust Company, whose duty it shall be to make an examination at least once during each calendar year and within 15 months of the last such examination into the affairs of the National Trust Company, including the Trust Department, or cause suitable examinations to be made by auditors responsible only to the Board of Directors and to report the result of such examination in writing to the Board at the next regular meeting thereafter. Such report shall state whether adequate internal controls and procedures are being maintained, whether the Trust Department has been administered according to law, Part 9 of the Regulations of the Comptroller of the Currency, and sound fiduciary principles, and shall recommend to the Board of Directors such changes in the manner of conduct of the affairs of the National Trust Company as shall be deemed advisable.

I, Andrea Manning, Assistant Secretary of EquiServe Trust Company, N.A., a national banking association do hereby certify that the foregoing is a true and correct copy of a resolution approved by the Board of Directors at a meeting held on May 14, 2003. I further certify that the resolution is in full force and effect and has not been revoked.


/s/ Andrea Manning		June 11, 2003
Andrea Manning

Computershare Trust Company, N.A.

ACTION BY THE BOARD OF DIRECTORS

December 7, 2011

RESOLVED, that the Board of Directors hereby approves amending section 3.2. of the By-Laws of the Trust Company as follows:

Changing the title of Section 3.2. from “Audit Committee” to “Audit and Risk Committee,” and changing all references to the “Audit Committee” in Section 3.2. to the “Audit and Risk Committee.”

I, Andrea Manning, Assistant Secretary of Computershare Trust Company, N.A., a national banking association do hereby certify that the foregoing is a true and correct copy of a resolution approved by the Board of Directors at a meeting held on December 7, 2011. I further certify that the resolution is in full force and effect and has not been revoked.


/s/ Andrea Manning		Date: December 8, 2011
Andrea Manning
Assistant Secretary

EXHIBIT 6

CONSENT OF THE TRUSTEE

Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of debt securities, Computershare Trust Company, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore.


COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

By:		/s/ Jerry Urbanek
		Trust Officer

Cleveland, Ohio

April 27, 2022

EXHIBIT 7

Consolidated Report of Condition of

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

150 Royall Street, Canton, MA 02021

at the close of business June 21, 2021.


	Dollar Amounts In Thousands
ASSETS

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		-0-
Interest-bearing balances		-0-
Securities:
Held-to-maturity securities		-0-
Available-for-sale securities		38,647
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		-0-
Securities purchased under agreements to resell		-0-
Loans and lease financing receivables:
Loans and leases held for sale		-0-
Loans and leases, net of unearned income		-0-
LESS: Allowance for loan and lease losses		-0-
Loans and leases, net of unearned income and allowance		-0-
Trading assets		-0-
Premises and fixed assets (including capitalized leases)		-0-
Other real estate owned		-0-
Investments in unconsolidated subsidiaries and associated companies		-0-
Direct and indirect investments in real estate ventures		-0-
Intangible assets:
Goodwill		7,756
Other intangible assets		-0-
Other assets		1,195

Total assets		47,598


LIABILITIES
Deposits:
In domestic offices			-0-
Noninterest-bearing			-0-
Interest-bearing			-0-
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			-0-
Securities sold under agreements to repurchase			-0-
Trading liabilities			-0-
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			-0-
Not applicable
Not applicable
Subordinated notes and debentures			-0-
Other liabilities			8,391

Total liabilities			8,391

EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			500
Surplus (exclude all surplus related to preferred stock)			30,024
Retained earnings			8,683

Accumulated other comprehensive income			-0-
Other equity capital components			-0-
Total bank equity capital			39,207
Noncontrolling (minority) interests in consolidated subsidiaries			-0-
Total equity capital			39,207

Total liabilities and equity capital			47,598

I, Robert G. Marshall, Assistant Controller of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

LOGO

Robert G. Marshall

Assistant Controller

EX-FILING FEES 9 d353927dexfilingfees.htm EX-FILING FEES EX-FILING FEES

EX-FILING FEES

Calculation of Filing Fee Table

F-10

(Form Type)

CGI Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security
Type

Security
Class
Title

Fee
Calculation
or Carry
Forward
Rule

Amount
Registered⁽¹⁾

Proposed
Maximum
Offering
Price Per
Unit⁽²⁾

Maximum
Aggregate
Offering
Price⁽²⁾

Fee
Rate

Amount of
Registration
Fee

Carry
Forward
Form
Type

Carry
Forward
File
Number

Carry
Forward
Initial
effective
date

Filing Fee
Previously
Paid In
Connection
with Unsold
Securities to
be Carried
Forward

Newly Registered Securities

Fees to Be
Paid

Debt

1.450% Notes due 2026

457(a)

$600,000,000

100%

$600,000,000

0.0000927

$55,620

Fees to Be
Paid

Debt

2.300% Notes due 2031

457(a)

$400,000,000

100%

$400,000,000

0.0000927

$37,080

Total Offering Amounts

$92,700

Total Fees Previously Paid

—

Total Fee Offsets

—

Net Fee Due

$92,700

(1)	The notes being registered are offered in exchange for 1.450% Notes due 2026 and 2.300% Notes due 2031, previously sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).

(2)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 under the Securities Act.

GRAPHIC 10 g353927353927dsp2.jpg GRAPHIC begin 644 g353927353927dsp2.jpg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end GRAPHIC 11 g353927g00a01.jpg GRAPHIC begin 644 g353927g00a01.jpg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end GRAPHIC 12 g353927g00a02.jpg GRAPHIC begin 644 g353927g00a02.jpg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end GRAPHIC 13 g353927g00a03.jpg GRAPHIC begin 644 g353927g00a03.jpg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end GRAPHIC 14 g353927g0423022259754.jpg GRAPHIC begin 644 g353927g0423022259754.jpg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end GRAPHIC 15 g353927sp021.jpg GRAPHIC begin 644 g353927sp021.jpg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