CGI INC — Regulatory Filings 2002

Dec 9, 2002

F-X 1 a2095726zf-x.htm F-X

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM F-X

APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING

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A.	Name of issuer or person filing ("Filer"):
B.	This is [check one]
	ý	an original filing for the Filer
	o	an amended filing for the Filer
C.	Identify the filing in conjunction with which this Form is being filed:
	Name of registrant:	CGI Group Inc.
	Form type:	Schedule 14D-1F
	File Number (if known):	005-50642
	Filed by:	CGI Group Inc.
	Date Filed (if filed concurrently, so indicate):	December 9, 2002 (filed concurrently)

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D. The Filer is incorporated or organized under the laws of Québec, Canada and has its principal place of business at:

1130 Sherbrooke Street West 5 th Floor Montreal, Québec Canada H3A 2M8 (514) 841-3200

E. The Filer designates and appoints:

CGI Information Systems & Management Consultants, Inc. 600 Federal Street Andover, Massachusetts 01810 (978) 682-5500

as the agent (the "Agent") of the Filer upon whom may be served any process, pleadings, subpoenas, or other papers in:

ZEQ.=1,SEQ=1,EFW="2095726",CP="CGI GROUP INC.",DN="1",CHK=983266,FOLIO='blank',FILE='DISK023:[02ATA8.02ATA1598]BE1598A.;9',USER='SSTANSE',CD=';9-DEC-2002;08:28'

F. The Filer stipulates and agrees to appoint a successor agent for service of process and file an amended Form F-X if the Filer discharges the Agent or the Agent is unwilling or unable to accept service on behalf of the Filer at any time until six years have elapsed from the date the issuer of the securities to which such Schedule 14D-1F relate has ceased reporting under the Securities and Exchange Act of 1933. The Filer further undertakes to advise the Commission promptly of any change to the Agent's name or address during the applicable period by amendment of this Form, referencing the file number of the relevant form in conjunction with which the amendment is being filed.

G. Each person filing this Form, other than a trustee filing in accordance with General Instruction I. (a) of this Form, 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 Forms, Schedules and offering statements described in General Instructions I. (a), I. (b), I. (c), I. (d) and I. (f) of this Form, as applicable; the securities to which such Forms, Schedules and offering statements relate; and the transactions in such securities.

2

ZEQ.=2,SEQ=2,EFW="2095726",CP="CGI GROUP INC.",DN="1",CHK=713145,FOLIO='2',FILE='DISK023:[02ATA8.02ATA1598]BE1598A.;9',USER='SSTANSE',CD=';9-DEC-2002;08:28'

The Filer certifies that it has duly caused this power of attorney, consent, stipulation and agreement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montreal, Province of Québec, Country of Canada this 5th day of December, 2002.

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CGI GROUP INC.
By:	/s/ SERGE GODIN Serge Godin, Chairman of the Board and Chief Executive Officer

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This statement has been signed by the following person in the capacity indicated as of this 5th day of December, 2002.

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CGI INFORMATION SYSTEMS & MANAGEMENT CONSULTANTS, INC., an Agent for service of process for CGI Group Inc.
By:	/s/ JOE SALIBA Joe Saliba, President

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3

ZEQ.=3,SEQ=3,EFW="2095726",CP="CGI GROUP INC.",DN="1",CHK=778059,FOLIO='3',FILE='DISK023:[02ATA8.02ATA1598]BE1598A.;9',USER='SSTANSE',CD=';9-DEC-2002;08:28' THIS IS THE END OF A COMPOSITION COMPONENT SEQ=,FILE='QUICKLINK',USER=SSTANSE,SEQ=,EFW="2095726",CP="CGI GROUP INC.",DN="1" TOCEXISTFLAG