COGNICASE to acquire M3i

Montreal, Canada, December 17, 2001 — COGNICASE has signed a letter of intent to acquire M3i Systems Inc. from Hydro-Quebec. Once this transaction closes M3i will become a COGNICASE division. Hydro-Quebec will become a shareholder in COGNICASE.

COGNICASE is an established global organization enjoying consummate leadership in the provisioning of IT products and services with over 400M $CDN in revenue, 4000 people, and offices all over the world.

COGNICASE, with its e-commerce and Internet-based applications, offers secure and scalable solutions and outsourcing services for mission-critical applications.

COGNICASE will anchor its new energy segment trust on M3i’s existing position in that sector. COGNICASE intends to fast track its new M3i division to a position of unquestionable product depth and service leadership over the next 5 years.

As part of the overall deal, COGNICASE and M3i will also obtain a major services and development contract with Hydro-Quebec that will see a multi-year, multi-million dollar recurring revenue stream into the M3i division. In this agreement M3i will maintain the critical Distribution Management IT Infrastructure on behalf of Hydro-Quebec.

This new contract for core real-time operational software and services is a new concept in the energy segment and M3i will get an early start in developing a business in this exciting space. The synergy between M3i’s comprehensive expertise at the distribution level and COGNICASE’s track record in outsourcing services will be difficult to match.

This agreement will also include a significant transfer of advanced DMS technology from Hydro-Quebec to M3i. These new capabilities, centered on advanced SCADA and network analysis, will quickly complement and enrich the existing state-of-the-art M3i ROMS products in production world-wide.

Finally, as part of this complex transaction, Hydro-Quebec will buy M3i’s PragmaCAD Workforce Management System solution in order to manage its sizable field force over Quebec’s huge territory.

COGNICASE, in a desire to increase energy segment market share, was looking for a well-established solution provider with deep industry knowledge, highly experienced staff, and market product lines. The selection of M3i came after a thorough and exhaustive market review of companies who have the product depth, financial security, and market breadth to complement COGNICASE’s impressive list of customers and solutions.

COGNICASE is an IT products and services provider specializing in advanced transaction processing and Internet-based applications. Relying on its results-driven approach, its software and technology and its Application Services Technology Centre, COGNICASE offers secure and scalable solutions that contribute to its customers’ economic success in the age of the new economy. The Company is active in Canada, the United States, and Europe (www.cognicase.com).

About M3i

M3i is involved in the design and development of mission critical Real-time Operations Management Systems (ROMS) for global energy, telecommunications, and public safety organizations (www.M3iSystems.com).

About Hydro-Quebec

Hydro-Quebec, a publicly owned provider of multi-energy services for homes, businesses and institutions, is a world leader in the generation of hydroelectric energy. Its transmission system is the largest in North America and includes some 32,000 kilometres of lines. The company has power stations, dams and substations throughout its 1,500,000 km2 territory.

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The Clarion Energy Content Team is made up of editors from various publications, including POWERGRID International, Power Engineering, Renewable Energy World, Hydro Review, Smart Energy International, and Power Engineering International. Contact the content lead for this publication at Jennifer.Runyon@ClarionEvents.com.

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