Computer Modelling Group Ltd.

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ANNUAL INFORMATION FORM

FOR THE YEAR ENDED

MARCH 31, 2022

Dated as of May 18, 2022

Page FORWARD-LOOKING INFORMATION ............................................................................................... 1 CORPORATE STRUCTURE .................................................................................................................. 1 Name and Incorporation .............................................................................................................. 1 Intercorporate Relationships ....................................................................................................... 2 GENERAL DEVELOPMENT OF THE BUSINESS ............................................................................. 2 History of the Corporation Including Significant Acquisitions and Dispositions .................. 2 Background ................................................................................................................................... 3 Technology .................................................................................................................................... 5 Overview of Product Offerings ................................................................................................... 6 Intellectual Property ..................................................................................................................... 7 Professional Services .................................................................................................................. 7 Client Base .................................................................................................................................... 8 Marketing Strategies .................................................................................................................... 8 Research and Development Costs ............................................................................................ 9 Personnel ...................................................................................................................................... 9 Social or Environmental Policies ............................................................................................... 9 Risk Factors .................................................................................................................................. 9 RESULTS OF OPERATIONS ............................................................................................................... 14 DESCRIPTION OF CAPITAL STRUCTURE ...................................................................................... 14 Common Shares ........................................................................................................................ 14 Non-Voting Shares ..................................................................................................................... 14 Preferred Shares ........................................................................................................................ 14 Shareholder Rights Plan ........................................................................................................... 15 DIVIDEND POLICY ................................................................................................................................ 15 MARKET FOR SECURITIES ................................................................................................................ 16 DIRECTORS AND OFFICERS ............................................................................................................. 17 Cease Trade Orders, Bankruptcies, Penalties and Sanctions ............................................ 20 Conflicts of Interest .................................................................................................................... 21 AUDIT COMMITTEE INFORMATION ................................................................................................. 21 Composition and Qualifications ............................................................................................... 21 Pre-Approval Policies and Procedures ................................................................................... 22 TRANSFER AGENT AND REGISTRAR ............................................................................................ 22 MATERIAL CONTRACTS ..................................................................................................................... 23 INTERESTS OF EXPERTS ................................................................................................................... 23 ADDITIONAL INFORMATION .............................................................................................................. 23 APPENDIX A COMPUTER MODELLING GROUP LTD. AUDIT COMMITTEE CHARTER .................................................................................................................................A-1

FORWARD-LOOKING INFORMATION

Certain statements in this Annual Information Form are "forward-looking information" within the meaning of applicable securities laws. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "scheduled", "potential", or other similar words, or statements that certain events or conditions "may", "should" or "could" occur. Disclosure related to Computer Modelling Group Ltd.’s (“CMG” or the “Corporation”) belief that advanced process reservoir simulation software is the most rapidly growing segment of the simulation marketplace and expectations regarding the Corporation’s future market share of petroleum recovery simulation constitute forward-looking statements. Forward-looking information is based on the expectations of the Corporation regarding its future growth, results of operations, trends in software licence sales, development plans and the status of the Corporation’s software development projects, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, plans for and results of research and development activity, and general business strategies, prospects and opportunities. Such forward-looking information reflects the Corporation's current beliefs and assumptions and is based on information currently available to it. Forward-looking information involves significant known and unknown risks and uncertainties. A number of factors could cause actual results to differ materially from the results discussed in the forwardlooking information including risks associated with the impact of general economic conditions, industry conditions, governmental regulation, volatility of commodity prices, currency fluctuations, demand for the Corporation’s software, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility, geopolitical risks, including the war in Ukraine, and the risks discussed under "Risk Factors" and elsewhere in this Annual Information Form and in the Corporation's public disclosure documents, and other factors, many of which are beyond the Corporation's control. Although the forward-looking information contained in this Annual Information Form is based upon assumptions which the Corporation believes to be reasonable, the Corporation cannot make assurances that actual results will be consistent with such forward-looking information. Such forward-looking information is made as of the date of this Annual Information Form, and the Corporation assumes no obligation to update or revise it to reflect new events or circumstances, except as required by law. Due to the risks, uncertainties and assumptions inherent in forward-looking information, prospective investors in the Corporation's securities should not place undue reliance on this forward-looking information.

With respect to forward-looking information contained in this Annual Information Form, the Corporation has made assumptions regarding, among other things:

the Corporation's future software license sales;
the continued financing by and participation of the Corporation’s strategic partner in the development of CoFlow, the dynamic reservoir modelling system, and it being completed in a timely manner, associated costs and future revenue;
the Corporation’s ability to increase or sustain its revenue in a volatile oil price environment;
the Corporation’s ability to pay dividends;
the Corporation's ability to enter into additional software license agreements;
the Corporation's ability to continue current research and new product development;
the Corporation's ability to recruit and retain qualified staff;
the impact of the ongoing COVID-19 pandemic on the global economy and the Corporation; and
the Corporation’s eligibility for the federal government’s Canada Emergency Wage Subsidy program.

CORPORATE STRUCTURE

Name and Incorporation

Computer Modelling Group Ltd. was incorporated as 713571 Alberta Ltd. under the Business Corporations Act (Alberta) (the “ABCA”) on October 18, 1996. On November 8, 1996, the Corporation changed its

corporate name to Computer Modelling Group Ltd. In August 2008, the Corporation amended its Articles to divide each issued and outstanding common share (“Common Share”) and non-voting share of the Corporation ("Non-Voting Share") on a two-for-one basis. Subsequently, in June 2011 and June 2014, the Corporation amended its Articles to divide each issued and outstanding Common Share again on a twofor-one basis. All share data contained in this Annual Information Form is presented on a post-split basis. The head office of the Corporation is at 3710 33 Street N.W., Calgary, Alberta and the registered office of the Corporation is at Suite 3700, 400-3rd Avenue S.W., Calgary, Alberta. This Annual Information Form contains various company names, product names, trade names, trademarks and service marks, all of which are the properties of their respective owners.

Intercorporate Relationships

The Corporation has four direct wholly-owned subsidiaries: Computer Modelling Group, Inc., which is incorporated under the laws of the State of Colorado, U.S.A.; CMGL Services Corporation, which is incorporated under the Canada Business Corporations Act; CMG Middle East FZ LLC, which is incorporated as a Free Zone Limited Liability Company in Dubai Internet City, United Arab Emirates, and CMG (Europe) Limited, which is incorporated as a Private Limited Company with the Registrar of Companies for England and Wales.

The following diagram illustrates the relationships among the parties indicated. All ownership figures are reflective of voting securities held as none of the Corporation’s wholly-owned subsidiaries have issued any restricted securities.

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In April 2013, the Corporation set up a branch operation in Bogotá, Colombia to further support its South American market.

GENERAL DEVELOPMENT OF THE BUSINESS

History of the Corporation Including Significant Acquisitions and Dispositions

The Corporation is a computer software technology firm engaged in the development and licensing of reservoir simulation software and related services.

Pursuant to an agreement dated February 27, 1997 (the "Acquisition Agreement"), the Corporation acquired substantially all of the assets and operations of CMG Reservoir Simulation Foundation ("Foundation CMG"), including software licensing contracts, employment contracts with all Foundation CMG employees and all intellectual property rights to the products, in exchange for 21,714,288 Non-Voting Shares. The Corporation also assumed the obligations and liabilities of Foundation CMG as at March 31, 1997. The Corporation commenced active operations on April 1, 1997 and completed its first fiscal year on March 31, 1998.

On May 1, 2006, the Corporation entered into a Dynamic Reservoir Modelling System Research Funding Agreement (the “DRMS Agreement”) with Shell International Exploration and Production B.V. to develop CoFlow, the newest generation of reservoir simulation software, which gives CMG full commercialization rights to the developed technology. On October 10, 2006, Petroleo Brasileiro S.A. ("Petrobras") became a participant and a party to the DRMS Agreement. Effective January 1, 2017, Petrobras’ financial participation in the CoFlow project ended and the DRMS Agreement was terminated. On January 1, 2017, a new Access

and Development Agreement (the “CoFlow Agreement”) with an initial five year term was signed between CMG and Shell Global Solutions International B.V. (“Shell”) whereby CMG would be responsible for the research and development costs of CoFlow (estimated to be $8.7 million in fiscal 2023) and Shell would be responsible for providing a contribution for the continuing development of the software (estimated to be $8.2 million in fiscal 2023). On December 21, 2020, the CoFlow Agreement was amended when Shell exercised its right to request a five-year term extension, commencing January 1, 2022. All other terms and conditions in the CoFlow Agreement, including any related amendments, remain unchanged and in full force and effect during the extended term. In September 2021, CMG and Shell agreed that CMG will add and/or allocate up to six additional full-time employees in order to accelerate CoFlow development and support targeted CoFlow deployments, and Shell’s contribution will increase accordingly.

In May of 2016, as a result of ongoing adverse economic conditions in Venezuela and in the oil and gas industry in general, the Corporation closed its office in Venezuela.

On May 19, 2021, the Board approved an amended shareholders rights plan (“2021 Rights Plan”), which was subsequently approved by the Corporation’s shareholders at the annual meeting of Shareholders on July 8, 2021. For further details about the 2021 Rights Plan, see “Description of Capital Structure – Shareholder Rights Plan”.

In February 2019, Dr. Long Nghiem was appointed to the position of Chief Technology Officer, in addition to his existing position of Vice President, Research and Development. Rob Eastick, formerly Vice President, CoFlow, took on the role of Coordinator, Production Network Technologies, and will continue to direct the development of a suite of technologies that are fundamental to CoFlow utility.

During fiscal 2020, the Corporation implemented organizational changes in order to focus on maintaining and enhancing software usability, workflows and positive customer experience. Anjani Kumar, formerly Vice President, Engineering Solutions and Marketing, became Vice President, Engineering Solutions in December 2019 and Jason Close, General Manager, CoFlow, was promoted to Vice President, CoFlow Commercialization in February 2020.

From September 2020 to September 2021, Sandra Balic, Vice President, Finance and Chief Financial Officer, was on maternity leave, and Kelly Tomyn was Interim Vice President, Finance and Chief Financial Officer.

On May 10, 2022, Ryan Schneider stepped down as President and Chief Executive Officer and as a director of the Company, and Pramod Jain was appointed Chief Executive Officer.

The Corporation has not completed any significant acquisitions or dispositions during the fiscal year ended March 31, 2022.

Background

CMG is a computer software technology company serving the energy industry. The Corporation is a leading supplier of advanced process reservoir modelling software, with a diverse customer base of international oil companies and technology centers in approximately 60 countries. CMG’s existing technology has differentiating capabilities built into its software products that can also be directly applied to the energy transition needs of its customers. The Corporation also provides professional services consisting of highly specialized support, consulting, training, and contract research activities. CMG has sales and technical support services based in Calgary, Houston, London, Dubai, Bogota and Kuala Lumpur. CMG’s Common Shares are listed on the Toronto Stock Exchange (“TSX”) and trade under the symbol “CMG”.

CMG is organized into one operating segment represented by the development and licensing of reservoir simulation software.

While the COVID-19 pandemic has caused unprecedented economic volatility and market disruption, and prompted CMG to take immediate steps during fiscal 2021 and 2022 in order to preserve liquidity, financial flexibility and balance sheet strength in the face of a range of scenarios, challenges and uncertainties, the Corporation’s long-term vision, business and strategy remain unchanged.

Vision, Business and Strategy

The Corporation's vision, to be the world's leading developer and supplier of dynamic reservoir modelling systems, has remained consistent year after year. The Corporation has partially achieved this vision as the leading supplier of advanced process reservoir simulation software, which the Corporation believes is the most rapidly growing segment of the simulation marketplace as a result of declining petroleum production from conventional reservoirs and recovery methods. There is an increasing need from all areas of the world to enhance production from all types of new and existing reservoirs using advanced hydrocarbon recovery techniques. In a low oil price environment when companies decrease new drilling programs, it becomes increasingly important to produce economically from existing assets and simulation becomes more valuable in optimizing this production.

The Corporation continues to make strides towards becoming the leader in the provision of all reservoir simulation technologies as a result of ongoing enhancements to its already robust product line, advances in physics, computational speed, parallel computing ability, ease of use features of its pre- and postprocessor applications, cost-effectiveness of its solutions, and the substantial experience of the Corporation's personnel to support and advance its software. The Corporation continues to demonstrate its commitment to clients by providing them with the most technologically advanced tools to handle the most difficult hydrocarbon recovery processes with flexible licensing options that allow clients to optimize their simulation needs.In combination with the supply of its leading edge software technology, the Corporation performs both funded research and consulting services for its many clients around the world. Funded research projects play an important role in experimenting with new recovery processes and technology that will be used in future years' products. Many of the world's largest oil and gas companies have partnered with the Corporation to assist in the development, testing and refinement of new simulation technologies. The provision of consulting services, which are typically of a highly complex nature, enables the Corporation to continually test the boundaries of its software and provides the opportunity to increase software license sales to both new and existing clients.

In addition to consulting, the Corporation allocates significant resources to training, which is an instrumental part of the Corporation’s success. Training programs enable the Corporation’s clients to become more efficient and effective users of the Corporation’s software, which, in turn, contributes to higher client satisfaction. The Corporation’s training is continuous in nature and helps the Corporation in developing and maintaining long-term relationships with its clients.

The Corporation's strategy is to increase its revenue base while advancing its technology – two principles which yield long-term value for its stakeholders. To accomplish this, the Corporation continually advances the development of its technologies in a targeted manner to try to anticipate which innovation(s) will create the most demand for increased licensing of its software, be it by existing clients or new clients.

The Corporation invests a significant amount of resources each year towards advancing its technology. Continuous and consistent investment in research and development helps to ensure that the Corporation’s existing proven technology continues to be industry-leading. These significant levels of investment, in combination with developing CoFlow, the newest generation of reservoir simulation software, are targeted strategies to achieve the Corporation’s vision to be the world’s leading developer and supplier of dynamic reservoir modelling systems.

Key Performance Drivers and Capability to Deliver Results

As a result of declining production using conventional extraction processes from existing oil and gas fields, the oil industry worldwide is implementing complex recovery techniques on known reservoirs to increase recovery as traditionally only 25 to 30 percent of hydrocarbons are recovered during primary production. In

addition, the oil industry is turning to unconventional hydrocarbon prospects such as the oilsands, tight oil, shale oil, tight gas, shale gas, and coal bed methane, as the energy supply of the future.

Oil and gas companies utilize reservoir simulation as it provides vital information and both a quantitative and a visual interpretation of how reservoirs will behave under various recovery techniques. Understanding how a petroleum reservoir will react to advanced hydrocarbon recovery processes prior to expending the capital on drilling wells and injecting expensive chemicals and steam, is less costly and risky than trying the various techniques on actual wells.

The Corporation's software is the market leader in the simulation of these advanced hydrocarbon recovery techniques in petroleum reservoirs. The Corporation’s market share of all petroleum recovery simulation is expected to increase as the amount of easy-to-extract oil declines and as production from unconventional sources increases. During the times of economic uncertainty, producers have shifted their focus to lowercost assets and lower-cost enhanced oil recovery projects instead of drilling new wells. In this environment, reservoir simulation is highly valuable and cost-effective in helping producers optimize recovery and reduce risk.

The Corporation's strategy of both maintaining and increasing its dominance in the provision of reservoir simulation technology is supported by its ongoing investment in its technology. The Corporation's research and development team is constantly developing innovative ways to increase the use of its software by overcoming existing technological barriers and by being at the forefront in simulating new recovery methods. For example, the Corporation’s software has been successfully applied in the simulation of unconventional shale reservoirs in the USA and globally.

More recently, CMG has seen increased support requests, training activity and commercial customers running models related to CO2 enhanced recovery, carbon sequestration, hydrogen generation/storage, and geothermal projects. While companies continue to look at alternative energy sources, storage technologies, CO2 mitigation projects and hydrogen and geothermal initiatives CMG will apply its innovative approach to drive the energy transition while serving its existing customers. CMG’s existing technology has differentiating capabilities, built into GEM and STARS over the preceding decades, that directly apply to the needs of our “energy transition” end-user customers.

The Corporation is in a strong financial position with $39.3 million of positive working capital as at March 31, 2022 and a long history of generating earnings and cash flow from operating activities. Combined with its strong balance sheet is the strength of its employees in all areas of the Corporation.

Technology

Until modern numerical reservoir simulation modelling with full three-dimensional visualization and animation was developed, engineers had only rudimentary ways of understanding a particular oil or gas reservoir. This has changed primarily due to mathematical modelling now available and due to faster and more powerful computers, which are capable of running sophisticated computer graphics and animation. The Corporation's reservoir simulator products are computer programs that represent the engineering principles of petroleum and other fluids flowing through the pores (channels) in oil and gas reservoirs. Engineers, geologists and other technical and financial professionals use reservoir simulator tools to analyze and visualize the consequences of alternative drilling and production scenarios and to increase oil and gas field production, recovery and revenues.

The Corporation's software products enable reservoir managers, engineers, geologists and other professionals to use computer-based simulation to, in effect, "travel" kilometres below the earth's surface and "explore" the make-up and structure of reservoirs based on data provided by the user. The software also enables the user to visualize where oil and gas is trapped and where the oil and gas is expected to flow under alternative drilling and production scenarios. With this visualization and reservoir simulation modelling, reservoir professionals receive assistance in predicting the physics and chemistry of fluid flows, drilling locations, well operating conditions, risks, and best case economics of oil and gas property investment.

By using the Corporation's simulator products, a client is able to simulate virtually any reservoir and any recovery process used by the industry. The Corporation's suite of reservoir simulators facilitates the analysis of the various types of reservoirs encountered by oil and gas companies in different parts of the world and the various enhanced recovery processes which may be used to exploit them. The Corporation's principal products are BUILDER, WINPROP, STARS, GEM, IMEX, RESULTS and CMOST. In addition, clients may acquire performance options such as the parallel computing option and the dynamic gridding option, which allow clients to perform their simulations in a fraction of the time that they are accustomed to.

Overview of Product Offerings

The Corporation’s products include the following reservoir simulation software and related services: three reservoir simulators, IMEX, GEM and STARS; a phase behaviour and fluid property program, WINPROP; a pre-processing application, BUILDER; a post-processing application, RESULTS; and a computerassisted history matching, optimization and uncertainty assessment tool, CMOST. While the names of the products have not changed over the last three years, the performance and functionality of these products have been enhanced through ongoing research and development. The Corporation does not expect to make any significant changes to its product offering or on the general nature of its business activities in the upcoming year.

BUILDER is a Windows[TM] -based software that facilitates the gathering of a large volume of data and organizing it for the simulator. BUILDER's design allows for data to be imported in a variety of methods from industry mapping packages, RESQML and RESCUE-format simulation grids from 3D Geologic modelling tools, "dragged-and-dropped" from Excel spreadsheet or tabular data, or from other third-party applications.

WINPROP is a Windows[TM] based software that determines the behaviour and properties of reservoir fluids. WINPROP assists petroleum engineers to better understand the fluid interaction as a reservoir is being produced. The information created is then used in the STARS, GEM and IMEX reservoir simulators.

STARS is the world leading 4-phase, 3D reservoir simulator capable of modelling a wide range of thermal and chemical processes well beyond the capabilities of conventional black oil and compositional simulators. STARS is used to model recovery from heavy oil, oil sands and chemically stimulated reservoirs.

GEM is the Corporation’s generalized Equation-of-State compositional reservoir simulator, which includes the ability to model primary, secondary and tertiary recovery processes, in conventional and unconventional reservoirs, utilizing a wide range of enhanced oil recovery (“EOR”) methods, injection strategies and well management scenarios. GEM is used to model gas condensate, volatile oil, shale oil, tight oil, shale gas, tight gas, and coal bed methane reservoirs. GEM is also used to model CO2 EOR/Sequestration and VAPEX gas injection in heavy oil reservoirs.

IMEX is a 3-phase, 5-component 3D black oil reservoir simulator, which incorporates all the functionality required for full-field reservoir simulation studies. IMEX is used to model conventional "black oil" reservoirs. In addition, IMEX can also model two oils, polymer and different salinity water. iSegWell is an advanced analytical wellbore modelling tool that works with the IMEX black oil reservoir simulator to simultaneously optimize well design and reservoir productivity by modelling flow and pressure changes from the perforations to the surface..

Advancements in cloud technology are generating a paradigm shift in modern computing and removing technological limitations faced by the Corporation’s clients. The Corporation’s public cloud solution enables clients to securely access Corporation’s simulators (IMEX, GEM, STARS) and submit simulation jobs to some of the latest and fastest hardware available in the industry optimized for maximum efficiency and faster simulation results. The cloud solution gives clients the ability to take advantage of the flexibility and economies of scale with the "pay as you go" model for hardware and CMG software, allowing them to improve operational efficiencies.

RESULTS is a Windows[TM] based program that is used to provide visualization and animation for STARS, GEM and IMEX. RESULTS provides powerful visualization of the simulator output. With RESULTS, one can visualize both model input and output data in a variety of formats, including graphs, tabular reports, 2D aerial maps and cross sections and 3D perspectives. Simulation output can be animated to study the impact of recovery processes on fluid saturations and reservoir properties through time. Displayed images and animations can also be exported to popular presentation and word processing software applications.

CMOST is a Windows[TM] based program used to help clients perform history matching of measured field performance data, optimize future production or net present value, and assess the risk of making capital and operating expenditures due to the inherent uncertainty of reservoir parameters. CMOST’s algorithms include artificial intelligence with neural network. CMOST helps users evaluate the implications of variable reservoir properties such as porosity, permeability, hydrocarbon content, and explore major business decision options including production scenarios, and the optimum number of wells and their locations. Through the use of CMOST, oil and gas companies have the ability to more thoroughly evaluate their reservoir assets and, in turn, optimize their production and capital expenditures to yield the highest net present value.

CoFlow is the Corporation’s most recently developed product. It is the newest generation of reservoir and production system simulation software CoFlow is the industry’s first fully implicit, multi-user and multidisciplinary Integrated Reservoir and Production System Modelling (IPSM) software application. It provides a unified solution for integrated asset modelling by combining reservoir, production networks and geomechanics in one environment and allows reservoir and production engineers to make informed decisions on large integrated oil and gas projects. It is anticipated that initially CoFlow will have a minimal impact on the Corporation's software license revenue and that the potential for future CoFlow revenue growth will depend on the successful commercialization of the software.

Intellectual Property

The Corporation's computer programs are protected through a combination of copyright, trade secrecy and technical measures. Trade secrecy offers the most significant protection for the Corporation's computer programs. The Corporation implements measures to maintain secrecy by including restrictive covenants in license agreements and encrypting its source code. Management believes that the Corporation's policy of continually improving and updating its products discourages infringement since misappropriated copies soon become obsolete, even in instances where the Corporation's other security features are defeated. Each employee, intellectual property agent and consultant of the Corporation signs a confidentiality and non-disclosure agreement relating to the protection of the Corporation's trade secrets.

Professional Services

The Corporation provides professional services consisting of highly specialized support, consulting, training, and contract research activities, delivered through its Calgary and regional offices.

The Corporation provides consulting services encompassing routine and non-routine specialized advanced applications of its technology. The primary purpose of these services is to assist current and future clients with their use of the Corporation's reservoir simulation software. The consulting services center around reservoir engineering for field design, production optimization, operation and analysis, and include numerical simulation of black oil, compositional, thermal, chemical and advanced (i.e., geomechanical) processes. The Corporation's consulting personnel have worked in most of the major oil and gas producing areas in the world. In addition, the Corporation provides contract research services whereby its research and development team will address clients' specialized needs in its reservoir simulators.

The Corporation performs consulting and contract research activities on an ongoing basis, but such activities are not considered to be a core part of its business and are primarily undertaken to increase the Corporation’s knowledge base and hence expand the technological abilities of its simulators in a funded manner, combined with servicing its clients’ needs. In addition, these activities are undertaken to market

the capabilities of the Corporation’s software products with the ultimate objective to increase software license sales.

Client Base

The Corporation’s customer base consists of international oil companies and technology centers in approximately 60 countries.

The Corporation’s software license revenue is made up of annuity/maintenance license fees charged for use of the Corporation’s software products which is generally for a term of one year or less as well as perpetual software license sales, whereby the client purchases a current version of the software and has the right to use that version in perpetuity. The Corporation has found that the majority of its clients who have acquired perpetual software licenses subsequently purchase maintenance licenses to ensure they have access to current versions of the Corporation’s software. Annuity/maintenance license fees have historically had a high renewal rate and, accordingly, provide a reliable revenue stream while perpetual license sales are more variable and unpredictable in nature as the purchase decision and timing fluctuate with the clients’ needs and budgets.

Approximately 92% of fiscal year 2022 software license revenue was generated from annuity/maintenance licensing and 8% from perpetual licenses (2021 – 94% and 6%, respectively). The Corporation's consulting, support and training group provides its services in Calgary at its regional offices and/or at the client's specified location(s) around the world. The table below sets out the revenues for principal products or services.

Years ended March 31,	2022	2021
($ thousands)
Software licenses	58,225	59,553
Professionalservices	7,977	7,810
Total revenue	66,202	67,363
Software license revenue - % of total revenue	88%	88%
Professional services - % of total revenue	12%	12%

Marketing Strategies

In addition to the Corporation's office in Calgary, there are sales and technical support offices in Houston, London, Dubai, Bogota, and Kuala Lumpur. The Calgary office, which currently employs 145 full-time equivalent employees and consultants, is the head office and regional office for the Canadian sales region. It is also the location of all research and development activity for the Corporation and the Corporation's services group.

The Corporation's marketing strategies remain focused on its positions of strength and on increasing market penetration in the six regions where it currently has sales offices. In addition, the Corporation has strategic alliances with third parties around the world. These alliances range from formal joint projects to agency relationships and business alliances and are utilized to assist the Corporation's marketing personnel in expanding the business.

The Corporation has product superiority in the simulation of advanced processes. In addition, the Corporation's makes an annual commitment to research and development and maintains close ties to various research institutions around the world to support its products’ leading-edge technologies. The Corporation's strengths, coupled with a full suite of software solutions, provide its marketing teams with powerful products and services to sell.

Research and Development Costs

Investment in research and development is important to the Corporation because it helps to maintain CMG’s competitive advantage for its existing software product suite and advances its CoFlow development. The Corporation's approach to investment in research and development is to invest in projects which are driven by clients’ immediate needs by refining software already in use, to amend software in anticipation of clients’ needs, or to advance the technology to better serve the clients. In the fiscal years ended March 31, 2022 and 2021, the Corporation invested $17.3 million and $15.2 million, respectively, in research and development, which includes CoFlow research and development costs. The Corporation does not capitalize research and development costs and all such costs are expensed through the income statement.

Personnel

The Corporation currently employs a full-time equivalent staff base of 184 persons worldwide (202 as at May 19, 2021), including salaried employees and consultants.

Social or Environmental Policies

The Corporation’s management has established a Human Rights and Anti-Harassment Policy, which sets forth the human rights, with emphasis on rights of gender equity, anti-discrimination and anti-harassment. The Corporation endorses the fundamental principle that all persons are equal in dignity and rights without discrimination of age, gender, place of origin, ancestry, marital status, race, family status, mental disability, religious belief, gender expression, physical disability, sexual orientation and source of income. The Corporation’s Board has adopted a Policy Regarding Diversity on the Board of Directors and in Executive Officer Positions to ensure the profiles of Board members and executive officers provide the necessary range of perspectives, experience and expertise required to achieve effective stewardship and oversight.

For additional information on social and environmental oversight, see CMG’s Management Information Circular, incorporated herein by reference and available on SEDAR at www.sedar.com.

Risk Factors

Commodity Price Risk

CMG’s clients are primarily oil and gas companies, and we depend on our clients’ capital and operating spending budgets. Commodity price volatility and changing economic conditions could adversely affect our clients’ budgets, which could negatively affect demand for CMG’s products and CMG’s financial results. Additionally, sales of perpetual licenses, which require a relatively higher initial outlay, may decrease in favour of leasing software on a term basis. Additionally, sales of perpetual licenses, which require a relatively higher initial outlay, may decrease in favour of leasing software on a term basis.Volatility in commodity prices could also have an impact on the Corporation’s consulting business.

Credit and Liquidity Risk

The Corporation’s product demand is dependent on its clients’ overall spending plans, which are driven by commodity prices and the availability of capital. The Corporation’s accounts receivable balances are with clients involved with the oil and gas industry. During times of depressed oil and gas markets, our clients may experience financial constraints. While the Corporation monitors its exposure to credit risk, lack of payment from multiple clients may have a material adverse effect on the Corporation’s financial condition.

Sales Variability Risk

The Corporation's software license revenue consists primarily of annuity/maintenance software licensing, which is generally for a term of one year or less, and, to a lesser extent, perpetual software licensing, whereby the client purchases a current version of the software and has the right to use that version in

perpetuity. Software licensing under perpetual sales has comprised 6-8% of total software licensing revenue over the last two fiscal years, but is more variable in nature as the purchase decision and timing fluctuate with clients' needs and budgets. The Corporation has found that a number of clients prefer to acquire perpetual software licenses rather than leasing the software on an annual basis. The Corporation’s experience is that a number of these clients are purchasing additional licenses to allow more users to access the Corporation's technology in their operations. The Corporation has found that a large percentage of its clients who have acquired perpetual software licenses are subsequently purchasing maintenance licenses to ensure they have access to the Corporation's current technology.

The variability in sales of perpetual licenses may cause significant fluctuations in the Corporation’s quarterly and annual financial results, and these results may not meet the expectations of investors. Accordingly, the Corporation’s past results may not be a good indication of its future performance.

Foreign Exchange Risk

The Corporation's reported results are affected by the exchange rate between the Canadian dollar and the US dollar as approximately 70% (2021 – 71%) of its product revenues in fiscal 2022 are denominated in US dollars. Approximately 24% (2021 – 28%) of the Corporation's costs in fiscal 2022 are denominated in US dollars and provide a partial economic hedge on revenues, against the fluctuation in currency exchange between the US and the Canadian dollar. The Corporation's residual revenues and costs are primarily denominated in Canadian dollars and its policy is to convert excess US dollar cash into Canadian dollars when received.

Geopolitical Risk

CMG sells its products and services in approximately 60 countries and maintains offices in Canada, the United States, the United Kingdom, the United Arab Emirates, Colombia and Malaysia. Some of these countries have greater economic, political and social risks than North America. Some of those risks include:

Costs associated with the use of foreign agents and contractors;
Difficulties in collecting accounts receivable;
Currency restrictions and exchange rate fluctuations;
The burdens of complying with a wide variety of foreign laws;
Changes in laws governing existing operations and contracts;
Changes to taxation policies dramatically increasing tax costs to the Corporation;
Possible social, labor, political, and economic instability, including the war in Ukraine;
Economic and legal sanctions (including with respect to the economic sanctions on Russia as a result of the war in Ukraine); and
Non-compliance with applicable anti-corruption and bribery laws.

Any disruption in our ability to complete a sale cycle, including disruption of travel to clients’ locations to provide training and support, and the cost of reorganizing daily activities of foreign operations, could have an adverse effect on CMG’s business, financial condition and operational results.

Non-compliance with applicable anti-corruption and bribery laws could subject the Corporation to onerous penalties and the costs of prosecution.

Coronavirus Risk

The Corporation’s operations and revenues have been affected by the COVID-19 pandemic, as some of its customers, faced with the economic uncertainly and decreasing commodity prices, curtailed spending and chose not to renew their licensing agreements or to renew them at reduced levels. The ongoing uncertainty as to the extent and duration of the pandemic, as well as uncertainty surrounding new mutations of the COVID-19 virus, could further adversely impact CMG’s operations, including sales activities and

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financial performance. Fluctuating demand for crude oil resulting from world economies emerging from and then entering into subsequent COVID-19 waves has resulted in significant volatility in global energy prices and, as a result, has impacted the demand for CMG’s products. The extent to which the COVID-19 pandemic may impact our operating results, financial condition, and cash flows will depend on future developments, which are highly uncertain and cannot be accurately predicted at this time.

Competition Risk

Competition is a risk for CMG as it is for almost every company in every sector. The reservoir simulation software industry currently consists of three major suppliers (including CMG) and a number of small suppliers. Some of the other suppliers offer products or oil field services outside the scope of reservoir simulation. Some potential customers may prefer to deal with such multi-service suppliers, while others prefer an independent supplier, such as CMG.

Increased consolidation in oil and gas industry can result in a concentration of market share and reduced licensing of CMG’s products. If CMG’s clients acquire or merge with entities not using CMG’s products, such consolidation may have a positive impact on CMG. However, in most cases, consolidation leads to reduced engineering teams and spending to drive post-acquisition synergies, which leads to reduced licensing of CMG’s products.

The introduction by competitors of products embodying new technology and the emergence of new industry standards and practices could render CMG’s products obsolete and unmarketable and could exert price pressures on existing products, which could have negative effects on the Company’s business, operating results and financial condition.

Any new products CMG develops could require long development and testing and may not be introduced in a timely manner or may not achieve the broad market acceptance necessary to generate significant revenue. CMG also continues to face the challenge of the increasingly complex integration of its products to address customers’ requirements. If CMG is unable to successfully develop new products, or enhance and improve existing products or if we fail to position and/or price our products to respond on a timely basis to the changing needs of our client base, then our business, operating and financial results will be adversely affected.

The competition in the reservoir simulation market has been increasing as existing and new competitors enhance and expand their products and service offerings. While switching costs for customers remain high, some competitors could facilitate switching or offer incentives for switching, which would have a negative impact on CMG’s revenue. Some competitors have greater name recognition and significantly greater financial, technical, sales, marketing and other resources. Competitors may offer lower prices, additional products or services, or other incentives that we cannot match or offer. Increased competition could result in pricing pressure, reduced sales, loss of market share, lower margins or other adverse effects on the business.

Our continuing ability to address these risks will depend, to a large extent, on our ability to retain a technically competent research and development staff and to adapt to technological advances in the industry.

Qualified Personnel Risk

The Corporation’s continued success is substantially dependent on the performance of its key employees and officers. The loss of the services of these personnel as well as failure to attract additional key personnel could have a negative impact upon the Corporation’s business, operating results and financial condition. As a result of the shift to working from home since the start of the COVID-19 pandemic, employees have more options when looking for employment, because they can work remotely for employers located in other provinces or countries. Consequently, employers find themselves competing for talent not only locally, but

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with other employers from around the world. Due to high levels of competition for qualified personnel, there can be no assurance that the Corporation will be successful in retaining and attracting such personnel.

Intellectual Property Risk

The Corporation regards its software as proprietary and attempts to protect it with copyrights, trademarks and trade secret measures, including restrictions on disclosure and technical measures. Despite these precautions, it may be possible for third parties to copy the Corporation's programs or aspects of its trade secrets. The Corporation has no patents, and existing legal and technical precautions provide only limited practical protection. The Corporation could incur substantial costs in protecting and enforcing its intellectual property rights. Moreover, from time to time third parties may assert patent, trademark, copyright and other intellectual property rights to technologies that are important to the Corporation. In such an event, the Corporation may be required to incur significant costs in litigating a resolution to the asserted claim. There can be no assurance that such a resolution would not require that the Corporation pay damages or obtain a license of a third party's proprietary rights in order to continue licensing its products as currently offered, or, if such a license is required, that it will be available on terms acceptable to the Corporation.

As at the date of this Annual Information Form, the Corporation is not aware of any infringement of any third party's patent rights, copyrights, trade secrecy rights or other intellectual property disputes in the development or support of its products.

Cyber Risk

CMG is dependent on information technology (“IT”) infrastructure to process, transmit and store electronic information, to advertise, inform and train around CMG’s products and services, to manage business operations and for the functioning and/or delivery of the Corporation’s products and services. CMG’s IT infrastructure is composed of hardware, software, networks, data center facilities, web servers, and all related equipment. Natural disasters, energy blackouts, operating malfunction, viruses or malware, cyber security attacks, theft, computer or telecommunication errors, human error, internal or external misconduct or other unknown disruptive events could result in the temporary or permanent loss of any or all parts of CMG’s IT infrastructure. Any such incident or breach could create system disruptions and slowdowns or could result in the loss of potential sales and existing clients. In such an event, the information stored in CMG’s IT infrastructure could be accessed, publicly disclosed, lost, or stolen, which could subject CMG to liability and cause the Corporation to incur significant costs to eliminate or alleviate the problem. Additionally, such occurrences could cause negative publicity, loss of sales, litigation, affect our business and financial results and harm CMG’s reputation.

To date, CMG has not experienced any material losses relating to cyber attacks or other information security breaches. CMG’s cyber risk oversight is conducted by the Audit Committee of the Board of Directors.

Evolving Laws and Regulation

CMG’s website and operations collect some user information, including personal information. The website is not used for e-commerce transactions, and CMG neither receives nor retains financial information from its website users. CMG’s products are not known to have any security vulnerabilities. CMG’s products are engineering decision-making tools and are not employed in a cyber security (mitigation or defensive) role, as part of our clients’ IT infrastructure. CMG’s software releases are scanned for software viruses and malware, confirming a lack thereof, prior to delivery to clients.

Companies that use, transmit or store data are increasingly becoming subject to legislation and regulations in numerous jurisdictions. Privacy and data protection laws are constantly evolving and there is a risk that these laws may be interpreted and applied in conflicting ways from country to country. Because CMG’s products and services are sold worldwide, certain jurisdictions may claim that we are required to comply

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with such laws and may cause CMG to incur additional costs. CMG could also be affected if legislation or regulations are expanded to require changes in our products, services or business practices.

Tax Liability Risk

With operations and sales in various countries, CMG is subject to taxes in several jurisdictions around the world. Significant judgment is required in determining the Corporation’s worldwide liability for income, indirect and other taxes, as well as potential penalties and interest. Although management believes that all expenses and tax credits claimed by the Corporation, including research and development expenses and foreign tax credits, are reasonable, deductible and have been correctly determined, tax authorities may disagree with the treatment of items reported by the Corporation, the result of which could have a material adverse effect on our financial condition and results of operations.

CMG conducts operations worldwide through subsidiaries in various tax jurisdictions pursuant to transfer pricing arrangements with its subsidiaries. If two or more affiliated companies are located in different countries, the tax laws or regulations of each country generally will require that transfer prices be the same as those between unrelated companies dealing at arm’s length. While we believe that we operate in compliance with applicable transfer pricing laws and intend to continue to do so, a tax authority in one or more jurisdictions could challenge the validity of our related-party transfer pricing methodologies, which could result in adjustments in favor of the taxing authority.

Climate Change Risk

The recent shift toward public and government support of climate change initiatives, such as emission reduction targets, clean energy standards, and alternative energy incentives and mandates, could impact the demand for hydrocarbons in Canada and around the world. CMG’s clients are oil and gas companies; therefore, increasing environmental regulations, taxes, laws or penalties could reduce oil and gas producers’ cash flow by way of reduced demand, increased capital expenditures and increased operating expenses, as well as increased delays, costs or legal hurdles, which may not be recoverable in the marketplace. Such regulation changes include, but are not limited to, curtailment rules, new climate change regulations and the implementation of the Canadian Energy Regulator Act . The complexity and breadth of changes in environmental regulation make it extremely difficult to predict the potential impact to CMG; however, it is possible to conclude that these developments and future developments in the energy sector could adversely impact the demand for CMG’s products.

Extreme Climatic Conditions

Climate change may increase the frequency of severe weather conditions and natural disasters, such as flooding and forest fires, shifts in temperature and precipitation, and changing sea levels. The Corporation's major customers are oil and gas exploration and production companies, and the operations of these customers can be affected by extreme weather, which can threaten their assets and available cash. This may result in cessation or diminishment of production or implementation of new projects, which can affect the demand for CMG's products and adversely affect the Corporation's financial results.

Energy Transition

In addition to emissions regulations and the physical risks of climate change, climate-related energy transition risks could have a material adverse effect on the Corporation’s business, financial condition and results of operations, and could adversely impact the Corporation’s reputation. For example, increased public opposition to companies in the oil and gas sector could lead to constrained access to insurance, liquidity and capital and changes in demand for the Corporation’s products, which may impact its revenue. Increasing pressure by the Corporation’s clients to develop new technologies to help them reduce the intensity of their operations and their emissions could require significant capital investment in research and development.

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The Corporation’s management and Board monitor these risks on a quarterly basis and discusses strategies to deal with these risks (along with all other identified risks of the Corporation) at its annual strategic planning session. Overall, the Corporation is not able to estimate, at this time, the degree to which climate change related regulatory, climatic conditions, and energy transition risks could impact the Corporation’s financial and operating results.

RESULTS OF OPERATIONS

The Management's Discussion and Analysis ("MD&A") of financial condition and results of operations for the year ended March 31, 2022 is incorporated herein by reference. The Corporation's MD&A is available on the System of Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com.

DESCRIPTION OF CAPITAL STRUCTURE

The Corporation is authorized to issue an unlimited number of Common Shares, an unlimited number of Non-Voting Shares and an unlimited number of preferred shares, of which 80,334,828 Common Shares are issued and outstanding as at May 18, 2022. No Non-Voting Shares or preferred shares are outstanding.

Common Shares

The holders of Common Shares will be entitled to dividends if, as and when declared by the directors, to one vote per share at meetings of the holders of Common Shares and, upon liquidation, dissolution or winding up, to receive pro rata the remaining property and assets of the Corporation as are distributable to the holders of the Common Shares, subject to the rights of shares having priority over the Common Shares. All of the Common Shares currently outstanding are fully-paid and non-assessable. The holders of Common Shares have been issued rights pursuant to the Corporation's Shareholder Rights Plan (as described below) in respect of each Common Share.

Non-Voting Shares

At the time of formation of the Corporation in 1997, the Corporation issued Non-Voting Shares to Foundation CMG in exchange for all the assets and operations of Foundation CMG pursuant to the February 27, 1997 Acquisition Agreement.

All of the outstanding Non-Voting Shares owned by Foundation CMG were converted to Common Shares by June 4, 2010. Since then, the Corporation has traded only a single class of Common Shares, which are listed on the TSX, and has no intention on issuing Non-Voting Shares, which were issued only once in a limited circumstance at the time of formation of the Corporation.

There are no longer any holders of Non-Voting Shares, but when there were, they were entitled to receive notice of and attend all meetings of the shareholders of the Corporation. The holders of Non-Voting Shares were entitled to elect one director to the board of directors (the “Board”) of the Corporation, while the number of issued and outstanding Non-Voting Shares represented at least 10% of the aggregate number of issued and outstanding Non-Voting Shares and Common Shares, but were not otherwise entitled to vote at a meeting of shareholders except as may be required by law or by regulatory authorities.

The holders of Non-Voting Shares ranked equal to the holders of Common Shares in their entitlement to dividends if, as and when declared by the directors and upon liquidation, to receive such assets of the Corporation as were distributable to the holders of the Common Shares and the Non-Voting Shares.

Preferred Shares

Preferred shares may be issued from time to time in one or more series, each series consisting of a number of preferred shares as determined by the Board of the Corporation, who may also fix the designation, rights, privileges, restrictions and conditions attached to the shares of each series of preferred shares.

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The preferred shares of each series shall, with respect to the payment of dividends and the distribution of assets or return of capital in the event of liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other return of capital or distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, be entitled to preference over the Common Shares and the Non-Voting Shares and over any other shares of the Corporation ranking by their terms junior to the preferred shares of that series.

The Board has no intention to issue preferred shares now or in the future.

Shareholder Rights Plan

On May 18, 2006, the Board adopted a shareholder rights plan (the "Rights Plan") which was ratified and confirmed by the shareholders of the Corporation at the annual and special meeting of shareholders held on July 13, 2006. It was subsequently ratified and renewed by the shareholders on July 9, 2009, July 13, 2012, July 9, 2015, July 12, 2018 (the “2018 Rights Plan”) and July 8, 2021 (the “2021 Rights Plan”). Under the rules of the Toronto Stock Exchange, the Rights Plan must be re-approved by the Shareholders every three years.

The Board adopted the Rights Plan to ensure, to the extent possible, that all shareholders of the Corporation are treated equally and fairly in connection with any takeover bid or similar offer for all or a portion of the outstanding Common Shares or Non-Voting Shares of the Corporation. The Rights Plan discourages discriminatory, coercive or unfair takeovers of the Corporation and gives the Board time, if in the circumstances the Board determines it is appropriate to take such time, to pursue alternatives to maximize shareholder value in the event an unsolicited takeover bid is made for all or a portion of the outstanding Common Shares of the Corporation.

The 2021 Rights Plan is similar to the 2018 Rights Plan, with certain proposed amendments which bring the Rights Plan in line with market practice and are generally administrative rather than substantive in nature. The 2021 Rights Plan will remain in effect (unless terminated earlier by the shareholders) until termination of the annual meeting of shareholders of the Corporation in 2024. Shareholders may always elect to terminate the 2021 Rights Plan earlier or to extend the operation of the 2021 Rights Plan after the annual meeting in 2024 by resolution. A complete copy of the 2021 Rights Plan is available on SEDAR at www.sedar.com.

DIVIDEND POLICY

The amount of cash dividends declared and paid per Common Share for each of the three most recently completed fiscal years is as follows:

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----- Start of picture text -----

2022
($ per share) Q1 Q2 Q3 Q4
Dividends declared and paid per Common Share 0.05 0.05 0.05 0.05
Total dividends declared and paid 0.05 0.05 0.05 0.05
2021
Q1 Q2 Q3 Q4
Dividends declared and paid per Common Share 0.05 0.05 0.05 0.05
Total dividends declared and paid 0.05 0.05 0.05 0.05
2020
Q1 Q2 Q3 Q4
Dividends declared and paid per Common Share 0.10 0.10 0.10 0.10
Total dividends declared and paid 0.10 0.10 0.10 0.10
----- End of picture text -----

Subsequent to March 31, 2022, the Corporation declared a quarterly dividend of $0.05 per share on its Common Shares, payable on June 15, 2022 to shareholders of record as of June 7, 2022.

The Corporation's Board adopted a dividend policy in May 2004 which states that the Corporation intends to continue to declare a quarterly dividend in line with its overall financial performance and cash flow generation. Decisions on dividend payments are made on a quarterly basis by the Board. There can be no assurance as to the amount or payment of such dividends in the future. The payment of dividends is not restricted except so as to comply with the ABCA, which prevents companies from declaring and paying dividends if there are reasonable grounds for believing that the Corporation is, or would after the payment be, unable to pay its liabilities as they become due or if the realizable value of the Corporation's assets would thereby be less than the aggregate of its liabilities and stated capital of all classes.

MARKET FOR SECURITIES

The Common Shares of the Corporation are listed and posted for trading on the TSX under the symbol "CMG". The following table sets forth the price range and trading volume of the Common Shares as reported by the TSX for the periods indicated:

Period 2021 April May June July August September October November December 2022 January February March April to May 18, 2022	High ($) 6.10 5.84 5.57 5.20 4.43 4.88 5.68 5.72 4.65 4.79 5.67 5.67 5.46 5.22	Low($) 5.42 5.11 5.11 4.28 3.83 3.90 4.57 4.49 4.01 4.10 4.35 5.00 4.76 4.50	Volume
			950,419 1,309,722 674,354 473,791 4,311,725 2,649,112 2,542,934 4,933,868 1,864,151 2,119,922 2,791,243 1,715,124 1,243,245 961,952

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DIRECTORS AND OFFICERS

Directors are elected each year at the annual meeting of shareholders of the Corporation to hold office until the close of the next annual meeting of shareholders of the Corporation or until they resign or their successors are elected or appointed. The last annual meeting of the shareholders was held July 8, 2021 and an annual meeting of shareholders is scheduled for July 7, 2022 to deal with the business of the Corporation for fiscal year 2022.

The following table sets forth the directors and officers of the Corporation, all positions and offices with the Corporation now held by them and their principal occupations for the past five years.

	Position and Committee
Name and Municipality of	Membership(s) with the	Principal Occupation
Residence	Corporation	For the Past Five Years
Pramod Jain	Chief Executive Officer	Chief Executive Officer of the
		Corporation since May 10, 2022. From
		March 2021 to March 2022, President &
		Chief Operating Officer of Plusgrade
		LP, a Montreal-based SaaS e-
		commerce business. From July 2019 to
		March 2021, Chief Operating Officer of
		Plusgrade LP. Prior to that, from 2010
		to 2019, Mr. Jain was with Sabre Inc., a
		global technology company, working
		with them in various international
		locations.
Ryan N. Schneider	President and Chief Executive	President and Chief Executive Officer
Alberta, Canada	OfficerDirector	of the Corporation from 2018 until May
	(from July 12, 2018 to May 10,	10, 2022. From 2015 to 2018 Chief
	2022)	Operating Officer of the Corporation.
		From 2013 to 2015, Vice President,
		Marketing and Canadian Sales of the
		Corporation. From 2011 to 2013, Vice
		President, Marketing of the
		Corporation. From 2004 to 2011, Chief
		Technology Officer of Acceleware Ltd.,
		a software solutions developer for the
		oil industry. Director of Calgary
		Women’s Emergency Shelter, since
		2020.

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	Position and Committee
Name and Municipality of	Membership(s) with the	Principal Occupation
Residence	Corporation	For the Past Five Years
Judith J. Athaide	Director (since July 13, 2017)	Corporate Director and President and
Alberta, Canada	Governance Committee	Chief Executive Officer of The Cogent
		Group Inc., an energy advisory firm.
		Director of NB Power (since 2014),
		HSBC Bank of Canada (since 2017),
		TriSummit Utilities Inc. (since 2018) and
		Sustainable Development Technology
		Canada (since 2018), Kiwetinohk
		Energy Corp. (since 2022). Previously,
		director of PHX Energy Services Corp.
		(2009 to 2021), The Balancing Pool
		(2011 to 2015) and FortisAlberta Inc.
		(2008 to 2014). Past Chair of the
		Calgary Chapter of the Institute of
		Corporate Directors.
Sandra Balic, CPA, CA Alberta, Canada	Vice President, Finance and Chief Financial Officer	Vice President, Finance and Chief Financial Officer of the Corporation since 2013. From 2010 to 2013,
		Controller of the Corporation. From
		2009 to 2010, Manager of Financial
		Reporting of the Corporation.
John E. Billowits	Director (since January 20,	Director of Constellation Software Inc.
Ontario, Canada	2021)	(“CSI”) (since September 2020), an
		international provider of market-leading
		software and services to a number of
		industries in both the public and private
		sectors, Togetherwork, a privately held
		vertical market software company and
		Topicus.com, a European provider of
		vertical market software and vertical
		market platforms to clients in both the
		public and private sectors.
		From 2013 to 2020, Chief Executive
		Officer of Vela Software, a subsidiary of
		CSI that manages and builds industry
		specific software businesses globally.
Jason C. Close	Vice President, CoFlow	Vice President, CoFlow
Alberta, Canada	Commercialization	Commercialization of the Corporation
		since February 2020. From December
		2019 to February 2020 General
		Manager, CoFlow of the Corporation.
		From 2017 to 2019 Canadian Sales
		Manager and Strategic Relationships
		Manager of the Corporation. From 2013
		to 2017 Canadian Sales Manager of the
		Corporation.

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	Position and Committee
Name and Municipality of	Membership(s) with the	Principal Occupation
Residence	Corporation	For the Past Five Years
Kenneth M. Dedeluk	Director (since July 13, 2000),	President and Chief Executive Officer
Alberta, Canada	Vice Chairman of the Board	of the Corporation from 2000 to 2018.
James C. Erdle	Vice President, USA and Latin	Vice President, USA and Latin America
Texas, USA	America	of the Corporation since 2008. Prior
		thereto, Managing Director of the
		Corporation’s US subsidiary and GCC
		Region Sales from 2003 to 2008.
Christopher L. Fong	Director (since February 9,	Independent businessman since
Alberta, Canada	2012)	retirement in 2009 from RBC Capital
	Audit Committee	Markets as Global Head, Corporate
	Governance Committee	Banking, Energy. Currently a director of
		Canadian Natural Resources Limited
		since 2010. Previously a director of
		Anderson Energy Ltd (2009 to 2016)
		and Westfire Energy Ltd (2010 to
		2012). Past member of the Petroleum
		Advisory Committee of the Alberta
		Securities Commission (2009 to 2017).
R. David Hicks	Vice President, Eastern	Vice President, Eastern Hemisphere of
Dubai, United Arab Emirates	Hemisphere	the Corporation since 2013. From 2011
		to 2013, General Manager, Eastern
		Hemisphere of the Corporation. From
		1998 to 2011, Account Manager,
		European Region of the Corporation.
Patrick Jamieson, Ph.D.	Director (since May 24, 2007)	Independent oil and gas technology
British Columbia, Canada	Governance Committee (Chair)	consultant since 2011. From 2004 to
		2011, General Manager, Technology
		and Reservoir Modelling at Nexen Inc.,
		a Canadian oil and gas company.
		Chairman and Director of CMG
		Reservoir Simulation Foundation from
		2007 and 2006, respectively, until 2016.
Peter Kinash, CPA, CA	Director (since June 29, 2004)	Chief Financial Officer since 2002 and
Alberta, Canada	Audit Committee (Chair)	India Chief Operating Officer (2010 –
		August 2017 and August 2018 to
		present) of Replicon Inc., a private
		software company.
Anjani Kumar	Vice President, Engineering	Vice President, Engineering Solutions
Alberta, Canada	Solutions	since 2019. From 2015 to 2019, Vice
		President, Engineering Solutions and
		Marketing. From 2014 to 2015, Vice
		President, Consulting, Support and
		Training. From 2009 to 2014, Manager
		– Consulting, Support and Training of
		the Corporation.

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	Position and Committee
Name and Municipality of	Membership(s) with the	Principal Occupation
Residence	Corporation	For the Past Five Years
Mark R. Miller	Director (since October 23,	Chief Operating Officer of CSI since
Ontario, Canada	2019)	2013 and Chief Executive Officer of
	Chairman of the Board (since	Volaris Group (since 2013) and
	February 9, 2022)	Trapeze Group (since 1995),
	Audit Committee	subsidiaries of CSI. Director on the
		Board of Directors of CSI (since 2013),
		as well as IOVIA (since 2017) and
		Venture Lab (since 2020). Previously a
		director of Medgate Inc. (2011 – 2016)
		and PVelocity (2007 – 2019).
Long X. Nghiem	Vice President, Research and	Vice President, Research and
Alberta, Canada	Development and	Development and Chief Technology
	Chief Technology Officer	Officer of the Corporation since 2019.
		From 1997 to 2019, Vice President,
		Research and Development of the
		Corporation.
Kirsten Sklar	Corporate Secretary (since	Partner, Norton Rose Fulbright Canada
	February 1, 2022)	LLP, a global law firm, since 2012.

As of May 18, 2022, all directors and officers of the Corporation, as a group, beneficially owned, directly or indirectly, or exercised control or direction over 3,078,138 Common Shares, representing 3.8% of the total issued and outstanding shares of the Corporation.

Cease Trade Orders, Bankruptcies, Penalties and Sanctions

Except as noted below, no director, officer or shareholder holding sufficient securities of the Corporation to affect materially the control of the Corporation, a personal holding company of any such person, or a company for which such person is or has acted as a director or executive officer that while such person was acting in that capacity, or within a year of the person ceasing to act in that capacity is or has, within the 10 years before the date of this Annual Information Form, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such person.

Except as noted below, no director or officer of the Corporation has, within the 10 years prior to the date of this Annual Information Form, been a director or officer of any company that, while such director or officer was acting in such capacity, or after such director or executive officer ceased to hold such position, was the subject of a cease trade order.

Mr. Kinash was a director of EmberClear Corp. from December 17, 2010 to November 26, 2014. EmberClear Corp. was subject to cease trade orders issued by the Alberta Securities Commission, the British Columbia Securities Commission and the Ontario Securities Commission on October 30, 2014, November 5, 2014 and November 17, 2014, respectively. The cease trade orders were issued as a result of EmberClear Corp. not having filed its annual audited financial statements, the related management’s discussion and analysis, and certificates for the year ended June 30, 2014. On January 13, 2015, each of the named securities commissions issued an order revoking the cease trade orders and EmberClear Corp. remedied its deficiencies.

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Conflicts of Interest

As of May 18, 2022, management of the Corporation is not aware of any material conflict of interest, direct or indirect, which may exist as between the Corporation and any of its subsidiaries and any director or officer of the Corporation.

Conflicts of interest, if any, which arise will be subject to and governed by procedures prescribed in the ABCA which require a director or officer of a corporation who is a party to, or is a director or officer or has a material interest in any person who is a party to a material contract or proposed material contract with the Corporation, to disclose his interest and to refrain from voting on any matter in respect of such contract unless otherwise permitted under the ABCA.

AUDIT COMMITTEE INFORMATION

The following information is provided in accordance with Form 52-110F1 under Multilateral Instrument 52110 Audit Committees . The full text of the audit committee's charter is included in Appendix A of this Annual Information Form.

Composition and Qualifications

The audit committee consists of three members, all of whom are independent and financially literate. The relevant education and experience of each audit committee members is outlined below:

Peter Kinash, CPA, CA (Chair) Independent, Financially Literate

Mr. Kinash holds a Bachelor of Commerce degree (with distinction) from the University of Saskatchewan and a Chartered Professional Accountant designation. He has been a director of the Corporation since June 2004. He has been an independent advisor and consultant on financial matters to emerging and established technology companies since 2001, including serving as Chief Financial Officer of Aqua-Pure Ventures Inc., a publicly traded company from May to December 2008 and of Replicon Inc., a Calgarybased private software company since 2002. As a Chartered Professional Accountant and former partner with KPMG LLP (Calgary), a chartered professional accountant firm, Mr. Kinash attained experience in preparing, auditing, analyzing and evaluating financial statements. He has an understanding of the accounting principles used by the Corporation as well as the implications of those accounting principles on the Corporation's financial results. Mr. Kinash has also obtained significant financial experience and exposure to accounting and financial issues as a director and audit committee member of other public and private companies.

Christopher L. Fong Independent, Financially Literate

Mr. Fong has been a director of the Corporation since February 2012. He graduated with a Bachelor of Chemical Engineering from McGill University, has post graduate courses in Finance, Economics and Accounting from McGill University and the University of Calgary and is a Professional Engineer with more than 35 years’ experience in the energy business. Mr. Fong retired in May 2009 from his position as Global Head, Corporate Banking, Energy with RBC Capital Markets which he held since February 2008. Prior thereto he was Managing Director, Corporate Banking, Energy with RBC Capital Markets from 1999 to February 2008. Mr. Fong currently serves on the board of directors of Canadian Natural Resources Limited.

Mark R. Miller

Independent, Financially Literate

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Mr. Miller has been a director of the Corporation since January 2021. He received a Bachelor of Science in Statistics and a Bachelor of Science in Mathematics from McMaster University in Hamilton, Ontario and has attended the Executive Marketing Program at the Ivey Business School at the University of Western Ontario. Mr. Miller is the Chief Operating Officer of CSI and Chief Executive Officer of Volaris Group and Trapeze Group, subsidiaries of CSI. He has held various positions with CSI and its subsidiaries during the past 20 years. CSI, a public company listed on the TSX, is an international provider of software and services to a number of industries, both in the public and private sectors. Mr. Miller is on the Board of Directors of CSI, as well as IOVIA, a private technology company.

Pre-Approval Policies and Procedures

The Corporation's audit committee has adopted the following policies and procedures with respect to the pre-approval of audit and permitted non-audit services to be provided by KPMG LLP:

The audit committee has pre-approved the provision of specific permitted audit, tax and other non-audit services by KPMG LLP and has granted the Chief Financial Officer the authority to retain KPMG LLP's services on the basis of this pre-approval. A report on the permitted audit, tax and other non-audit services provided to the Corporation is presented to the audit committee on an annual basis. All proposed services and the fees payable in connection with such services that have not already been pre-approved must be pre-approved by either the Chairman of the Audit Committee or the full Board depending upon the size of the engagement.

Of the fees reported below under the heading "External Auditor Service Fees," none of the fees billed by KPMG LLP were approved by the audit committee pursuant to an available de minimis exception that the Corporation relied on.

External Auditor Service Fees

The following table provides information about the fees billed to the Corporation for professional services rendered by KPMG LLP during the fiscal years ended March 31, 2022 and 2021:

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----- Start of picture text -----

Years ended March 31, 2022 2021
($)
Audit Fees 125,225 111,796
Audit-Related Fees 49,500 49,500
Tax Fees 60,238 76,190
All Other Fees 29,104 39,884
TOTAL 264,067 277,370
----- End of picture text -----

Notes:

(1) Audit Fees: Audit fees consist of fees for the audit of the Corporation's annual financial statements or services that are normally provided in connection with statutory and regulatory filings or engagements.

(2) Audit-Related Fees: Audit-related fees consist of fees for the review of interim financial statements.

(3) Tax Fees: Tax fees consist of fees for tax compliance services, tax advice and tax planning. The services provided in this category included assistance and advice in relation to the preparation of corporate income tax returns and other filings, and research and advice on international and other tax matters.

(4) All Other Fees: All other fees consist of services that do not fall under the previous categories and comprise fees for assistance with calculating amounts receivable under the Canada Emergency Wage Subsidy program.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is Olympia Trust Company at its principal office in Calgary, Alberta.

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MATERIAL CONTRACTS

The Corporation has not entered into any material contracts, other than contracts entered into in the ordinary course of business, within the past year or entered into before the most recently completed fiscal year that are still in effect.

INTERESTS OF EXPERTS

KPMG LLP, the external auditor, has prepared an opinion with respect to the Corporation’s consolidated financial statements as at and for the year ended March 31, 2022. In connection with the audit of the Corporation’s annual financial statements for the year ended March 31, 2022, the auditors confirmed that they are independent within the meaning of the Rules of Professional Conduct of the Institute of Chartered Professional Accountants of Alberta.

ADDITIONAL INFORMATION

Additional information, including information as to the remuneration and indebtedness of directors and officers of the Corporation, the principal holders of the Corporation's securities, options to purchase the Corporation's securities, and the interests of insiders in material transactions, where applicable, is contained in the Corporation's Management Information Circular prepared in connection with the most recent annual meeting of shareholders that involved the election of directors. Additional financial information, including the consolidated financial statements and MD&A for the year ended March 31, 2022, is contained in the Financial Report of the Corporation for the year ended March 31, 2022.

Copies of this Annual Information Form, the Corporation's Financial Report, any interim financial statements of the Corporation subsequent to financial statements contained in the Financial Report, the Corporation's Management Information Circular and other additional information relating to the Corporation are available on SEDAR at www.sedar.com.

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APPENDIX A COMPUTER MODELLING GROUP LTD. AUDIT COMMITTEE CHARTER

A. FUNCTION

The Audit Committee is part of the Board of Directors of Computer Modelling Group Ltd. and its function is to assist the Board in fulfilling its oversight responsibilities with respect to the accounting and financial reporting processes and the reviews and audits of the financial statements and reports of the Corporation by monitoring: (i) the quality and integrity of the Corporation’s financial statements and related disclosures; (ii) the qualification and independence of the external auditor and the audit process and making the recommendation to shareholders for the appointment thereof; (iii) the adequacy and effectiveness of internal control over financial reporting and disclosure controls and procedures that Management has established (including information technology strategy, risks and cyber security controls); (iv) the performance of the Corporation’s internal audit function and external auditors; and (v) the Corporation’s compliance with legal and regulatory requirements and the Code of Business Conduct. The Audit Committee provides assistance by reviewing, reporting, and recommending its stewardship matters to the Board for consideration and decision.

B. CONSTITUTION

The Audit Committee members shall be appointed by the Board and serve at the pleasure of the Board until they are succeeded or resign. Where a vacancy occurs at any time in the membership of the Audit Committee, it shall be filled by the Board.
The Audit Committee shall be constituted with a minimum of three directors, each of whom shall satisfy the independence, financial literacy and experience requirements of applicable laws, rules or guidelines, any applicable stock exchange requirements or guidelines or any other applicable regulatory rules. Determinations as to whether a particular director satisfies the requirements for membership shall be made by the Board with the assistance of the Governance Committee if requested by the Board. At least one member of the Audit Committee shall be designated as the financial expert and shall have accounting or related financial management expertise. A majority of the Audit Committee shall constitute a quorum for the transaction of business.
No member of the Audit Committee shall serve on the audit committees of more than two publicly listed companies, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Audit Committee and discloses such determination in the Corporation’s annual management proxy circular.
The Chair of the Audit Committee may be designated by the Board or, if the Board does not do so, the members of the Audit Committee may elect a chair by a vote of a majority of the full Audit Committee membership.
A recording assistant for the Audit Committee shall be appointed by the Audit Committee.

C. COMMUNICATION, AUTHORITY TO ENGAGE ADVISORS

The Audit Committee shall have access to such officers and employees of the Corporation, the Corporation’s external auditor and information respecting the Corporation as it considers necessary or advisable to perform its duties and responsibilities.
Any employee may bring before the Audit Committee, on a confidential basis and anonymously if desired, any matter involving the Corporation's financial practices or transactions.

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The Audit Committee provides an avenue for communication with the external auditor and financial Management and the Board. The external auditor shall have a direct line of communication to the Audit Committee through its Chair and shall report directly to the Audit Committee.
In discharging its obligations and in appropriate circumstances, the Audit Committee may engage outside advisors at the expense of the Corporation.
The Corporation shall be responsible for all expenses of the Committee that are deemed necessary or appropriate by the Committee in carrying out its duties.

D. MEETINGS, MINUTES AND REPORTING

The Audit Committee shall determine the number of, dates and times, place and the procedures for meetings in accordance with the Corporation’s articles, by-laws, and applicable laws provided that:
a) the Audit Committee shall meet prior to Board meetings for the purpose of reviewing and preparing recommendations to the Board with respect to the release of interim and annual audited financial statements and the specific disclosures in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”);
b) agendas and preparation documents are sent to directors with sufficient time for study prior to the meetings;
c) there be a quorum of a majority of members present in person or via telephone or other electronic communication facilities that permits all those directors participating to communicate adequately with each other;
d) in the absence of the Audit Chair, a chair for a meeting is chosen at the meeting;
e) resolutions are decided by a majority vote, the chair not having a second or casting vote; and
f) the Audit Committee shall hold in camera sessions at every meeting, (1) without Management present, and (2) without the auditor present.
1. The recording assistant of the Audit Committee shall record minutes of the meetings and, after review by the Audit Chair and by the CFO, ensure minutes are included in the next subsequent Board meeting materials, as information for all directors.
The Audit Chair shall make a report, verbal or written, of each meeting and recommendations at the next Board meeting following such Audit Committee meeting.

E. STEWARDSHIP FUNCTIONS

Relationship with External Auditor

The Audit Committee shall:
a) review and evaluate on an annual basis the performance of the external auditor and make a recommendation to the Board as to the nomination or re-appointment of the external auditor and the compensation of the auditor for the purpose of preparing or issuing an auditor's report or performing other audit review or attest services, ensuring that such auditor is a participant in good standing pursuant to applicable securities laws;

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b) review and approve the audit plan of the external auditor with the external auditor, including the staffing thereof, prior to the commencement of the audit;
c) oversee the work of the external auditor in performing its audit review or attest services and oversee the resolution of any disagreements between Management of the Corporation and the external auditor;
d) as may be required by all securities laws, rules and guidelines, either: (i) pre-approve all nonaudit services to be provided by the external auditor to the Corporation (and its subsidiaries, if any) or, in the case of de minimus non-audit services where the aggregate fees for such services is no more than 5% of all the fees paid to the external auditor, approve such non-audit services prior to the completion of the audit; or (ii) adopt specific policies and procedures for the engagement of the external auditor for the purposes of the provision of non-audit services provided such policies and procedures are: (A) detailed as to the particular services, (B) the Audit Committee is informed of the services and (C) the procedures do not include delegation of the Audit Committee's responsibilities to Management;
e) review and discuss with the external auditor all significant relationships that the external auditor and its affiliates have with the Corporation and its affiliates in order to determine the external auditor's independence, including, without limitation:
(i) requesting, receiving and reviewing, on a periodic basis, a formal written statement from the external auditor delineating all relationships that may reasonably be thought to bear on the independence of the external auditor with respect to the Corporation;
(ii) discussing with the external auditor any disclosed relationships or services that may impact the objectivity and independence of the external auditor; and
(iii) recommending that the Board take appropriate action in response to the external auditor's report to satisfy itself of the independence of the external auditor;
f) monitor the rotation of the partners on the audit engagement team in accordance with applicable law;
g) at least annually, obtain and review a report by the external auditors describing (i) the external auditors’ internal quality control procedures, and (ii) any material issues raised by the most recent internal quality control review; or peer review, of the external auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the external auditors, and any steps taken to deal with any such issues; and
h) review and approve the hiring policies of the Corporation regarding partners and employees and former partners and employees of the present and former external auditor of the Corporation.

Financial Statements and Financial Reporting

2. The Audit Committee shall:

a) review with Management and the external auditor and recommend to the Board for approval, the Corporation’s annual financial statements, interim financial reports, MD&A accompanying such financial statements and reports, the reports of the external auditors thereon, and related financial reporting, including related press releases and the annual report, before public disclosure;

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b) review with Management and recommend to the Board for approval prior to public disclosure:
(i) the portions of the Corporation's annual information form containing significant information within the Audit Committee’s mandate;
(ii) the portions of the Corporation’s annual management proxy circular containing significant information within the Audit Committee’s mandate;
(iii) all financial information included in prospectuses or other offering documents;
(iv) significant financial information, including "pro forma" or "adjusted" non-International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) information respecting the Corporation contained in a publicly disclosed document (other than routine investor relations or similar communications);
c) consider and be satisfied that adequate procedures and policies are in place for the review of the Corporation's public disclosure of financial information extracted or derived from the Corporation's financial statements, other than public disclosure referred to in clause 2(a) above, and periodically assess the adequacy of such procedures;
d) consider and be satisfied that appropriate processes are in place with respect to applicable certification requirements regarding the Corporation's annual financial statements and interim financial reports and other disclosure;
e) review and discuss with Management and the external auditors prior to public disclosure each press release that contains significant financial information respecting the Corporation or contains estimates or information regarding the Corporation’s future financial performance or prospects; and the type and presentation of information to be included in such press releases (in particular, the use of "pro forma" or "adjusted" information that is not in accordance with IFRS;
f) review and discuss with Management and the external auditors (including those of the following that are contained in any report of the external auditors): (i) any analyses prepared by Management and/or the external auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative accounting principles in accordance with IFRS; (ii) all critical accounting policies and practices to be used by the Corporation in preparing its financial statements; (iii) all material alternative treatments of financial information within IFRS that have been discussed with Management, ramifications of the use of these alternative treatments, and the treatment preferred by the external auditors; and (iv) other material communications between the external auditors and Management, such as any Management Letter or Schedule of Unadjusted Differences;
g) upon completion of each audit, review with Management and the external auditor the results of such audit, which includes but not be limited to:
(i) reviewing the scope and quality of the audit work performed, including any restrictions on the scope of the external auditors’ activities;
(ii) reviewing the capability of the Corporation’s financial personnel;
(iii) reviewing the co-operation received from the Corporation’s financial personnel during the audit, including access to requested information and the resolution of any significant disagreements between Management and the external auditors;

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(iv) reviewing the internal resources used;

(v) reviewing significant or complex transactions outside of the normal business of the Corporation and areas involving significant assumptions, major issues regarding accounting principles and financial statement presentation, including any significant changes in the Corporation’s selection or application of accounting principles, and the effect of regulatory and accounting initiatives, as well as off balance sheet structures, on the financial statements of the Corporation; and
(vi) reviewing any significant issues as to the adequacy of the Corporation’s internal controls and any special audit steps in light of significant control deficiencies;
h) review and discuss with Management and the external auditors non-GAAP financial measures, as well as financial information and earnings guidance provided externally, including to analysts and rating agencies;
i) review with Management, the external auditor and, if necessary legal counsel, any litigation, claim or contingency, including tax assessments, or material reports or inquiries from regulators or governmental agencies, that could have a material effect upon the financial position of the Corporation, and the manner in which these matters have been or may be disclosed in the financial statements; and
j) review accounting, tax, legal and financial aspects of the operations of the Corporation as the Audit Committee considers appropriate.

Internal Controls

3. The Audit Committee shall:

a) establish procedures for the receipt, retention and treatment of complaints, submissions and concerns by employees or otherwise regarding financial reporting and disclosure accounting controls or auditing matters on a confidential and anonymous basis and review the Corporation's Whistleblower Policy on at least an annual basis;
b) review with Management and the external auditor, the adequacy and effectiveness of the internal control and disclosure controls and procedures of the Corporation (with particular attention given to accounting, financial statements and financial reporting matters) and determine whether the Corporation is in compliance with applicable legal and regulatory requirements and with the Corporation's policies;
c) review the external auditor's recommendations regarding any matters including internal control over financial reporting and disclosure controls and procedures, and Management's responses thereto;
d) review with Management, on at least an annual basis, their approach to monitoring the performance of internal control over financial reporting in accordance with their CEO/CFO certification process, as required by applicable securities laws, rules and guidelines, and assess the effectiveness of this approach (including information technology strategy, risks and cyber security controls); and
e) review practices concerning the expenses and perquisites of the CEO, including the use of the assets of the Corporation.

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Financial and Derivative Risk Management

The Audit Committee shall:
a) regularly review with Management and the external auditor their assessment of material financial risks and exposure within the Audit Committee’s scope (i.e., the principal financial risks facing the Corporation and any other risks specifically delegated to the Audit Committee by the Board);
b) monitor and review the steps that Management has taken to manage or mitigate such risks and assess the maturity and efficacy of Management processes and controls designed to identify, assess, monitor and manage the risks referred to in 4(i) above that are material to the achievement of the Corporation’s strategic objectives; and
c) report the results of such reviews and assessment to the Board for the purpose of assisting the Board in identifying the principal business risks associated with the business of the Corporation and appropriate external reporting of these risks.

Compliance

The Audit Committee shall:
a) review the effectiveness of the system for monitoring compliance with laws and regulations (including those with respect to anti-fraud and anti-bribery) and the results of Management’s investigations and follow-up of instances of non-compliance with the Corporation’s AntiCorruption Policy and with laws and regulations that could have a material effect upon the financial position of the Corporation and that are not subject to the oversight of another committee of the Board; and
b) report annually to shareholders describing the Audit Committee’s composition, responsibilities and how they were discharged, and any other information required by applicable legislation or regulation, including approval of non-audit services.

Matters Delegated by Board

The Audit Committee may deal with any other matters requested by the Board, including, but not limited to: reviewing the appropriateness and effectiveness of the Corporation's policies and business practices which impact on the financial integrity of the Corporation.

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AI assistant

Computer Modelling Group Ltd. — Annual Report 2022

43491_rns_2022-05-18_aa2f6f25-6027-414c-a34f-08f1222e6be4.pdf