CGI GROUP INC.

Corporate governance

LETTER TO SHAREHOLDERS

Dear fellow shareholders,

At CGI, we are passionate about running a sound and stable business for the long-term because it generates great opportunities for all of our stakeholders.  For more than 30 years, we have maintained best practices in managing and measuring how we create long-term value, resulting in consistent performance, regardless of the economic environment.

For clients, this entails executing the fundamentals of our unique delivery model.  For our professionals whom we call members, it means adhering to the fundamentals of ownership through the CGI dream.  For shareholders, it involves applying the fundamentals of operational excellence to best manage your investment.

We repeatedly measure and manage our three stakeholders’ respective satisfaction levels so that we can continually meet or exceed their expectations and strive to maintain an equilibrium among their interests.  Our belief is that a public company must ensure that its key stakeholders’ interests are closely aligned.

It is with that objective that CGI has developed management frameworks for each of these groups.  Our Management Foundation, which includes our client, shareholder and member management frameworks, leads to quality and consistency of execution in all our operations through best in class business processes, including well-defined performance metrics.  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.  Our 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.  Since our Board members are carefully selected for their operational and financial literacy and for their knowledge and experience in managing large operations, they are in a position to analyze these indicators and provide expert advice on how to continuously improve our performance.

The same principles are used to determine the compensation of our management team at all levels.  Our performance-based approach links their compensation to the achievement of business objectives.  For instance, both the awards under the Profit Participation Plan, which is our short term incentive program, and the vesting of stock options under the Share Option Plan, which is our long-term incentive program, are contingent upon the achievement of growth and profitability targets both at the business unit and enterprise level.  Stock options that do not vest are forfeited.  We feel strongly that our stock option program remains one of the best ways to incent our managers.

Our members are a team of owners, whose greatest satisfaction is being acknowledged for a job well done.  An astounding 86 percent of our members are shareholders.  This represents the single largest ownership block of CGI.  It goes without saying that their interests are closely aligned with yours.

CGI’s foundation is solid and we are dedicated to continue delivering superior results. The Company has 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 to continue to ensure that CGI remains financially strong.

This year, three new distinguished candidates are nominated for election to the Board of Directors: Messrs. Dominic D’Alessandro, Richard B. Evans and Gilles Labbé, all of whom have extensive experience and expertise in industry verticals in which the Company operates.

In addition, we would like to take this opportunity to recognize Messrs. Claude Chamberland, Gerald T. Squire and Robert Tessier who have retired from the Board of Directors and are not standing for re-election.  They have been exceptional contributors to CGI’s success and we wish to thank them warmly for their precious advice, insight and leadership over the years.

We encourage you to read our 2009 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 shareholders.

Annual General Meeting and Proxy Voting

On behalf of CGI’s Board of Directors, management and employees, we invite you to attend the annual general 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, January 27, 2010, at 11:00 a.m. (local time).

The items of business are described in the accompanying Notice of Annual 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 2009, which was marked by one of the most challenging economies of recent times.  These include reaching a CGI milestone of $1 billion in revenue in a single quarter, generating $630 million in cash for the year, and achieving a return on capital of 14%. 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 9, 2009.