Cognicase Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Decision declaring corporation to be nolonger a reporting issuer following the acquisition of all ofits outstanding securities by another issuer.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,s. 83.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, SASKATCHEWAN, ONTARIO,QUÉBEC, NOVA SCOTIA

AND NEWFOUNDLAND AND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

COGNICASE INC.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, Saskatchewan, Ontario Québec, Nova Scotiaand Newfoundland and Labrador (the "Jurisdictions")has received an application from Cognicase Inc. ("Cognicase")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that Cognicase be deemed to haveceased to be a reporting issuer, or the equivalent thereof,under the Legislation;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Commission des valeurs mobilières du Québecis the principal regulator for this application;

AND WHEREAS Cognicase has representedto the Decision Makers that:

1. Cognicase was incorporated in October 1991under the Canada Business Corporations Act (the "CBCA").

2. The head office of Cognicase is locatedat 111 Duke Street, 9th Floor in Montréal (Québec).

3. The authorized capital of Cognicase iscomprised of an unlimited number of common shares and an unlimitednumber of preferred shares, without par value, issuable inseries. As at January 29, 2003, there were 71,487,545 commonshares outstanding.

4. Pursuant to the offer by CGI Group Inc.("CGI") to purchase all of the outstanding commonshares, and the compulsory acquisition as per Section 206of the CBCA, CGI became the sole shareholder of Cognicase,on February 20, 2003.

5. Cognicase has no other securities, includingdebt securities, outstanding other than the common sharesheld by CGI.

6. Cognicase Shares were delisted from theNasdaq National Market before the opening of the markets onJanuary 21, 2003 and were delisted from the Toronto StockExchange on January 28, 2003.

7. Cognicase is not in default of any of therequirements of the Legislation, except the fact that theannual financial statements, the annual report and the annualinformation form, where applicable, for the year ended September30, 2002 have not been filed with the Jurisdictions and sentto the holders of its securities, at the latest February 17,2003.

8. Cognicase does not intend to seek publicfinancing by way of an offering of its securities.

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers underthe Legislation is that Cognicase is deemed to have ceased tobe a reporting issuer, or the equivalent thereof, under theLegislation.

March 4, 2003.

"Josée Deslauriers"