- Total proceeds of $859 million to BCE
    - Key commercial agreements extended to 2016
    - Transaction accretive to CGI's shareholders

MONTREAL,Dec. 16 2005 --- CGI Group Inc (TSX: GIB.SV.A; NYSE: GIB)
and BCE (TSX, NYSE: BCE) today announced BCE's decision to exit its stake in
CGI and that CGI will purchase 100 million of its class A shares currently
held by BCE at a price of $8.5923 per share. The purchase price is equal to
the volume-weighted average price of CGI class A shares for the past 20
trading days on the TSX.
    BCE will realize total proceeds of $859,230,000 which will generate an
annualized return on investment of approximately 14 per cent. Following the
expiration of a 120-day standstill period from the closing date, BCE intends
to dispose of its remaining 28.3 million class A shares, having a current
market value of approximately $242 million in an orderly fashion, with a view
to maximizing value for BCE shareholders.
    The disposition of BCE's stake in CGI is one further result of the
company's continuing review of its asset base. The review determined that it
was no longer strategically essential for BCE to hold an investment in CGI -
given that Bell Canada's focus is on providing network centric managed
services and applications. BCE and CGI agreed that their ongoing relationship -
and the significant mutual benefit it represents -- could be secured through
commercial agreements.
    To that end, BCE and CGI have extended their outsourcing agreements, that
will see CGI remain Bell Canada's preferred IS/IT supplier until June 2016.
CGI's agreement outsourcing its Canadian communications network management
requirements to Bell will be similarly extended. As well, the commercial
alliance between CGI and Bell Canada's Enterprise Group will be extended until
2016.
    "We believe that investing in CGI is the best use of our financial
resources. Like any acquisition we make, it will clearly be accretive to our
shareholders" said Serge Godin, Chairman and Chief Executive Officer of CGI.
"Bell is one of CGI's most valued customers and CGI is one of Bell Canada's
leading clients, together forming a key strategic partnership to deliver
integrated solutions to our Canadian clients. The extension of our outsourcing
agreements reinforces our relationship and provides CGI with an important
source of recurring revenues as well as $1.1 billion of additional
backlog.(1)"
    "Given the decision to exit our stake in CGI, the sale of the majority of
our shares directly to CGI was the most efficient and economical means of
realizing value from our investment," said Michael Sabia, President and Chief
Executive Officer of BCE, referring to the fact that the transaction is at
market price rather than at a discount which is typical when a large block of
shares is sold. "This is the second recent move we have taken to reshape our
asset base. Furthermore, with the commercial agreement, we will be able to
deliver significant overall IS/IT savings to further the company's Galileo
cost reduction objectives."
    CGI will finance the acquisition price through cash on hand and debt.
Following the closing of the transaction, CGI will have 296.8 million class A
shares and 33.8 million class B shares outstanding.
    A decision was obtained from the Autorité des marchés financiers in order
to allow CGI to proceed with the transaction which is expected to close by
January 12, 2006, subject to customary conditions contained in the credit
facilities of CGI. An independent committee of the CGI Board of Directors
established in connection with the transaction determined that the transaction
is in the best interests of CGI and its shareholders (other than BCE) and is
fair to the shareholders of CGI (other than BCE). Merrill, Lynch, Pierce,
Fenner & Smith Incorporated provided the independent committee with a fairness
opinion stating that the consideration to be paid by CGI pursuant to the
transaction is fair from a financial point of view to the shareholders of CGI
(other than BCE). The current shareholders' agreement between the two
companies will be terminated upon completion of the transaction.
    As a result of this transaction, BCE expects to recognize an accounting
gain of approximately $80 million in the first quarter of 2006. In addition,
BCE will be required to account for CGI as a discontinued operation and
therefore will no longer proportionately consolidate CGI's financial results.
Accordingly, BCE will reclassify $100 million from its reported Free Cash
Flow(2) representing the full contribution of CGI's 2005 Free Cash Flow to
BCE. Consequently, to accommodate this accounting change, BCE is adjusting its
full year 2005 guidance for Free Cash Flow from the range of $700 million to
$900 million to $600 million to $800 million. All other 2005 guidance as
outlined in BCE's November 2, 2005 Q3 2005 earnings press release remains
unchanged.

    (1) Statements in this news release regarding CGI's backlog are based
        solely on CGI estimates and as per CGI policy, are calculated
        assuming the agreements remain in place throughout their term.

    (2) BCE defines free cash flow as cash from operating activities after
        capital expenditures, total dividends and other investing activities.
        The term free cash flow does not have any standardized meaning
        prescribed by Canadian Generally Accepted Accounting Principles
        (GAAP). It is therefore unlikely to be comparable to similar measures
        presented by other companies. Free cash flow is presented on a
        consistent basis from period to period. BCE considers free cash flow
        to be an important indication of the financial strength and
        performance of its business because it shows how much cash is
        available to repay debt and to reinvest in BCE. BCE believes that
        certain investors and analysts use free cash flow when valuing a
        business and its underlying assets. The most comparable Canadian GAAP
        financial measure is cash from operating activities. The adjusted
        range of expected Free Cash Flow for 2005 of $600 million to
        $800 million reflects expected cash from operating activities in 2005
        of approximately $5.8 billion to $6.0 billion, less capital
        expenditures, total dividends and other investing activities, instead
        of expected cash from operating activities of $5.9 billion to
        $6.1 billion, less the same items, as previously disclosed by BCE.

    About CGI

    Founded in 1976, CGI is among the largest independent information
technology and business process services firms in North America. CGI and its
affiliated companies employ approximately 25,000 professionals. CGI provides
end-to-end IT and business process services to clients worldwide from offices
in Canada, the United States, Europe, Asia Pacific as well as from centers of
excellence in India and Canada. CGI's annual revenue is currently
CDN$3.7 billion (US$3.0 billion) and at September 30, 2005, CGI's order
backlog was CDN$12.9 billion (US$11.1 billion). CGI's shares are listed on the
TSX (GIB.SV.A) and the NYSE (GIB) and are included in the S&P/TSX Composite
Index as well as the S&P/TSX Capped Information Technology and MidCap Indices.
Website: www.cgi.com.

    About BCE

    BCE is Canada's largest communications company. Through its 28 million
customer connections, BCE provides the most comprehensive and innovative suite
of communication services to residential and business customers in Canada.
Under the Bell brand, the company's services include local, long distance and
wireless phone services, high-speed and wireless Internet access, IP-broadband
services, value-added business solutions and direct-to-home satellite and VDSL
television services. Other BCE businesses include Canada's premier media
company, Bell Globemedia, and Telesat Canada, a pioneer and world leader in
satellite operations and systems management. BCE shares are listed in Canada,
the United States and Europe.

    CGI Conference Call

    CGI will hold a conference call with analysts, investors and the media to
discuss the transaction this morning at 10:00 am (Eastern Time). Interested
parties can dial (888) 575-8232 or go to www.cgi.com.

    BCE Forward-Looking Statements

    Certain statements made in this news release, including, but not limited
to, the statements relating to BCE's financial guidance for 2005, including
BCE's revised Free Cash Flow guidance for 2005, and the expected closing of
the transaction referred to herein, and other statements that are not
historical facts, are forward-looking and are subject to important risks,
uncertainties and assumptions. The results or events predicted in these
forward-looking statements may differ materially from actual results or
events. Factors that could cause results or events to differ materially from
current expectations include, among other things, the fact that the expected
closing of the transaction referred to in this news release is subject to
customary closing conditions, including those contained in the credit
facilities of CGI.
    For a description of risks that could cause BCE's actual 2005 results to
differ materially from current expectations please refer to the sections
entitled "Risks That Could Affect Our Business" contained in BCE's Annual
Information Form for the year ended December 31, 2004, as updated in BCE's
2005 First Quarter MD&A dated May 3, 2005, BCE's Second Quarter MD&A dated
August 2, 2005 and BCE's Third Quarter MD&A dated November 1, 2005, all filed
by BCE with the Canadian securities commissions (available at www.bce.ca and
on SEDAR at www.sedar.com), and with the U.S. Securities and
Exchange
Commission under Form 40-F and Form 6-K, respectively, (available on EDGAR at
www.sec.gov).
    The forward-looking statements contained in this news release represent
our expectations as of December 16, 2005 and, accordingly, are subject to
change after such date. However, we disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

    CGI Forward-Looking Statements

    All statements in this press release that do not directly and exclusively
relate to historical facts constitute "forward-looking statements" within the
meaning of that term in Section 27A of the United States Securities Act of
1933, as amended, and Section 21E of the United States Securities Exchange Act
of 1934, as amended. These statements represent CGI Group Inc.'s intentions,
plans, expectations, and beliefs, and are subject to risks, uncertainties, and
other factors, of which many are beyond the control of the Company. These
factors could cause actual results to differ materially from such forward-
looking statements.
    These factors include and are not restricted to the timing and size of
contracts, acquisitions and other corporate developments; the ability to
attract and retain qualified employees; market competition in the rapidly-
evolving information technology industry; general economic and business
conditions, foreign exchange and other risks identified in the Management's
Discussion and Analysis (MD&A) in CGI Group Inc.'s 2004 Annual Report or 2004
Form 40-F filed with the SEC, the Company's 2004 Annual Information Form and
in the Company's MD&A for the fourth quarter of 2005 filed with the Canadian
securities authorities, as well as assumptions regarding the foregoing. The
words "believe", "estimate", "expect", "intend", "anticipate", "foresee",
"plan", and similar expressions and variations thereof, identify certain of
such forward-looking statements, which speak only as of the date on which they
are made. In particular, statements relating to future performance are forward-
looking statements. CGI disclaims any intention or obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Readers are cautioned not to place
undue reliance on these forward-looking statements.
    %SEDAR: 00002790EF



For further information: BCE: Pierre Leclerc, Media Relations,
(514) 391-2007, 1-877-391-2007, pierre.leclerc@bell.ca;
Thane Fotopoulos,
Investor Relations, (514) 870-4619, thane.fotopoulos@bell.ca; CGI: Lorne
Gorber, Vice-President, Investor Relations, (514) 841-3355,
lorne.gorber@cgi.com; Ronald White, Director, Investor
Relations,
(514) 841-3230, ronald.white@cgi.com; Eileen Murphy,
Director, Media
Relations, (514) 841-3430, eileen.murphy@cgi.com
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