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To: Nanda who wrote (12107)6/29/1998 12:46:00 PM
From: BM  Respond to of 13949
 
CGI Shareholders Approve The Acquisition Of Bell Sygma

JUNE 29, 1998

CGI Shareholders Approve The Acquisition Of Bell Sygma

MONTREAL, QUEBEC--The CGI Group Inc. ("CGI") announced today that
at a Special General Meeting held this morning, its shareholders
have voted in favour of the special by-laws amending the articles
of incorporation of the Company. They have therefore approved,
inter alia, the transaction according to which CGI is acquiring
Bell Sygma Telecom Solutions and Bell Sygma International.

As a result of shareholder approval, the transaction will close on
July 1, 1998 as planned.

CGI is acquiring these operations in exchange for 17.2 million
First Preferred shares, Series 6 of CGI, at $11.49 per share
reflecting the two-for-one share split effective May 1998,
convertible one for one into Class A subordinate voting shares,
for an aggregate amount of $197.6 million. Conversion will take
place immediately after completion of the transaction.

The merger with Bell Sygma Telecom Solutions includes a 10-year
contract, estimated at $4.5 billion, with Bell Canada, based on
which CGI will manage Bell Canada's IT systems development and
maintenance. This is the largest outsourcing contract ever awarded
in Canada and one of the five largest in North America.

Bell Sygma International's activities will also be merged into
those of CGI, which represents incremental annual revenue
estimated at $80 million. In addition, Bell Canada and CGI have
agreed to extend their strategic alliance until June 30, 2008.

CGI is the largest independent information technology consulting
firm in Canada and the sixth largest in North America. It provides
end-to-end IT services and business solutions to some 2,000
clients in Canada, the United States and in 25 countries around
the world.

With the acquisition of Bell Sygma, CGI has more than 7,500
professionals, an annualized revenue-run rate of more than $1.1
billion and an order backlog totalling approximately $6 billion.
CGI's shares (GIB.A) are included in The Toronto Stock Exchange's
TSE 300 Composite and TSE 200 indexes. Website address:
www.cgi.ca.



FOR FURTHER INFORMATION PLEASE CONTACT:
CGI Group Inc.
Paule Dore
Executive Vice-President Corporate Affairs
(514) 841-3200
or
CGI Group Inc.
Andre Imbeau
Executive Vice-President and Chief Financial Officer
(514) 841-3200

NEWS RELEASE TRANSMITTED BY CANADIAN CORPORATE NEWS

FOR: CGI GROUP INC.

TSE, ME SYMBOL: GIB.A