CGI Group Inc.

Corporate governance

LETTER TO SHAREHOLDERS

Dear fellow shareholders,

In June 2011, CGI celebrated its 35th anniversary. In the years since we founded CGI we have developed and applied best practices in managing and measuring how we create long-term value, resulting in consistent performance, even in difficult economic times.

In the recent past, world markets have witnessed volatility and uncertainty that have meant serious challenges for businesses, and possibly greater challenges for investors.

We take great pride in having built CGI from the ground up on a solid foundation that stresses the importance of good governance and of achieving a fundamental balance between the interests of our three key stakeholders, namely our clients, our professionals (whom we call our members) and our shareholders.

Part of that foundation is our unique delivery model that allows us to deliver high quality services to our clients in an effective manner.  Our value proposition to our clients is compelling.

For our professionals, the solid foundation is reflected in a meaningful ownership stake.  90% of our members are shareholders.  As owners, all of us at CGI strive for exceptional operational excellence that is the hallmark of our services to our clients.

Our shareholders in turn reap the benefit of owning a customer focused company whose interests are aligned with those of its members.

We regularly measure our three stakeholders’ respective satisfaction levels so that we can continually meet or exceed their expectations, and strive to maintain a balance among their interests. It is with the objective of ensuring that this equilibrium is sustainable for the long term that CGI developed management frameworks aimed at each of our stakeholders.

Our Management Foundation, which includes our client, shareholder and member management frameworks, ensures both quality and consistency of execution in all our operations. Our well defined processes and performance metrics are the tools we use in our frameworks to achieve our objectives.  All of our operations hold ISO 9001 certification based on the processes contained in our Management Foundation.

We rely on a set of performance indicators comprised of measures related to each of our stakeholders.  These performance metrics are applied throughout the Company.  Global, local and comparative results are made visible and monitored at all management levels.  They are also regularly discussed with members at the business unit level.  Our Board members are in a position to analyze these indicators and provide expert advice on how to continuously improve our performance because they are carefully selected for their operational and financial literacy as well as for their knowledge and experience in managing large operations.

The same sharp focus on performance determines the compensation of our management team at all levels.  Our performance-based approach links their compensation to the achievement of business objectives.  Both the awards under the Profit Participation Plan, which is our short term incentive program, and the vesting conditions under our Share Option and Performance Share Unit Plans, which constitute our long-term incentive programs, are contingent upon the achievement of growth and profitability targets at the business unit and at the enterprise level.  Stock options and performance share units that do not vest based on the degree of achievement of the performance targets are forfeited.

CGI’s foundation is rock solid because we have a very robust and stable platform for continued accelerated growth.  The scope of our operations, the enduring quality of our governance structures, and our well-defined business processes have been designed for exceptional financial strength and sustainable long term growth.

We encourage you to read our 2011 Annual Report and Management Proxy Circular in order to become better acquainted with CGI.  We are confident that, as you come to know us, you will appreciate the strength of our commitment to our three stakeholders.

Annual General and Special Meeting and Proxy Voting

On behalf of CGI’s Board of Directors, management and members, we invite you to attend the Annual General and Special Meeting of shareholders that will be held at the Omni Mont-Royal Hotel, Salon Les Saisons, 1050 Sherbrooke Street West, Montreal, Quebec, Canada, on Wednesday, February 1, 2012, at 11:00 a.m. (Montreal time).

The items of business are described in the accompanying Notice of Annual General and Special Meeting and Management Proxy Circular.

At the meeting, you will have the opportunity to hear CGI’s senior leadership discuss the highlights of our performance in 2011.  These include generating in excess of $571 million in cash for the year, and achieving a return on invested capital of 14.1%. You will also hear about our plans for the future and will have the opportunity to ask any questions you may have about your Company.

We encourage you to exercise the power of your proxy by voting your shares by mail, by phone or by using the internet as outlined in the enclosed Circular, or by presenting your signed proxy in person before the start of the meeting.

Yours sincerely,

Reprinted from CGI’s Notice of Annual Meeting and Management Proxy Circular dated December 13, 2011.