CGI : ANNUAL GENERAL MEETING OF SHAREHOLDERS - Form 6-K

ANNUAL GENERAL MEETING OF SHAREHOLDERS

FEBRUARY 2, 2022

The Annual General Meeting of Shareholders of CGI Inc. ("CGI") was held on Wednesday, February 2, 2022 at 11:00 a.m. via live webcast. 1,417 shareholders holding 152,121,696 Class A subordinate voting shares and 26,445,706 Class B shares (multiple voting) were present or represented by proxy at the meeting, representing approximately 86.51% of the total votes attached to all issued and outstanding shares as of the record date on December 7, 2021.

Election of directors

All 16 directors proposed for election at the Annual General Meeting of Shareholders were elected by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI for the election of directors were as follows:

		Votes for		Votes withheld
		#		%		#		%
Alain Bouchard		412,562,032		99.52%		1,998,993		0.48%
George A. Cope		412,420,811		99.48%		2,140,213		0.52%
Paule Doré		388,665,142		93.75%		25,895,883		6.25%
Julie Godin		410,927,636		99.12%		3,633,389		0.88%
Serge Godin		410,591,447		99.04%		3,969,578		0.96%
André Imbeau		412,502,905		99.50%		2,058,120		0.50%
Gilles Labbé		412,152,109		99.42%		2,409,111		0.58%
Michael B. Pedersen		413,799,964		99.82%		761,256		0.18%
Stephen S. Poloz		413,773,711		99.81%		787,509		0.19%
Mary G. Powell		412,404,190		99.48%		2,157,030		0.52%
Alison C. Reed		413,770,941		99.81%		790,279		0.19%
Michael E. Roach		412,941,141		99.61%		1,620,079		0.39%
George D. Schindler		413,125,496		99.65%		1,435,724		0.35%
Kathy N. Waller		413,225,907		99.68%		1,335,313		0.32%
Joakim Westh		410,951,349		99.13%		3,609,871		0.87%
Frank Witter		413,046,640		99.63%		1,514,580		0.37%

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Appointment of the auditor

The resolution to appoint PricewaterhouseCoopers LLP as CGI's auditor to hold office until the next annual meeting of shareholders or until its successor is appointed, and to authorize the Audit and Risk Management Committee to fix its remuneration, was adopted by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI for the appointment of the auditor were as follows:

		Votes for		Votes withheld
		#		%		#		%
Auditor		414,753,433		99.57%		1,809,966		0.43%

Shareholder proposals

Shareholder Proposal Number One was not adopted by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI in relation to Shareholder Proposal One were as follows:

		Votes for		Votes against
		#		%		#		%
Shareholder Proposal Number One		5,743,574		1.39%		408,819,420		98.61%

Shareholder Proposal Number Two was not adopted by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI in relation to Shareholder Proposal Two were as follows:

		Votes for		Votes against
		#		%		#		%
Shareholder Proposal Number Two		2,013,281		0.49%		412,549,713		99.51%